1
EXHIBIT 2.1
AGREEMENT AND PLAN OF EXCHANGE
AMONG
eVENTURES GROUP, INC.,
AND
THE CONTRIBUTING PERSONS LISTED ON SCHEDULE 1 HERETO
OCTOBER 19, 1999
2
TABLE OF CONTENTS
Page
----
ARTICLE I. DEFINITIONS..........................................................................................1
ARTICLE II. THE EXCHANGE........................................................................................2
2.1. Exchange of Shares..................................................................................2
2.2. Securities Law Matters..............................................................................2
ARTICLE III. REPRESENTATIONS AND WARRANTIES.....................................................................3
3.1. Representations and Warranties of eVentures.........................................................3
3.1.1. Organization of eVentures and Merger Sub.................................................3
3.1.2. Capitalization...........................................................................3
3.1.3. Authority Relative to the Closing Documents..............................................3
3.2. Representations and Warranties of Contributing Persons..............................................3
3.2.1. Authorization............................................................................3
3.2.2. Title to Assets..........................................................................3
3.2.3. No Other Interests.......................................................................3
3.2.4. Disclosure Letter........................................................................3
ARTICLE IV. ADDITIONAL COVENANTS AND AGREEMENTS OF THE PARTIES..................................................3
4.1. Filing with Securities and Exchange Commission......................................................4
4.2. Brokers or Finders..................................................................................4
4.3. Termination of Stockholders Agreement...............................................................4
ARTICLE V. CLOSING DELIVERIES...................................................................................4
5.1. The Closing.........................................................................................4
5.2. Deliveries by eVentures.............................................................................4
5.2.1. Certified Resolutions....................................................................4
5.2.2. Charter Documents........................................................................4
5.2.3. Addendum to Registration Rights Agreement................................................4
5.2.4. Exchange Shares..........................................................................4
5.3. Deliveries by Contributing Persons.........................................................4
5.3.1. Corporate Approvals......................................................................4
5.3.2. Contributing Persons' Stock..............................................................5
5.3.3. Investment Letter........................................................................5
5.3.4. Letter of Transmittal....................................................................5
5.3.5. Addendum to Registration Rights Agreement................................................5
5.3.6. Termination of Stockholders Agreement....................................................5
5.3.7. e.Volve Options..........................................................................5
5.3.8. Escrow Letter............................................................................5
5.4. Other Deliveries....................................................................................5
5.4.1. Payments to Xxxxxx Xxxxxx................................................................5
5.4.2. Life Insurance Policy of Xxxxx Xxxxxx....................................................5
5.4.3. Payments to Xxxx Xxxxxx..................................................................5
5.4.4. Payments to Xxxxxxxx Xxxxxxx.............................................................6
5.4.5. Payments to Xxxxx Xxxx...................................................................6
5.4.5. Remaining Agreements Unaltered...........................................................6
ARTICLE VI. SURVIVAL OF REPRESENTATIONS AND INDEMNIFICATION.....................................................6
6.1. Representations to Survive Closing..................................................................6
6.2. Remedies Cumulative.................................................................................6
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AGREEMENT AND PLAN OF EXCHANGE - PAGE i
eVENTURES GROUP, INC.
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ARTICLE VII. MISCELLANEOUS......................................................................................6
7.1. Notices.............................................................................................6
7.2. Assignability and Parties in Interest...............................................................7
7.3. Expenses............................................................................................7
7.4. Governing Law.......................................................................................7
7.5. Counterparts........................................................................................7
7.6. Headings............................................................................................7
7.7. Pronouns, Etc.......................................................................................7
7.8. Complete Agreement..................................................................................7
7.9. Modifications, Amendments and Waivers...............................................................7
7.10. Severability.......................................................................................7
APPENDICES
DESCRIPTION
Appendix A Letter of Transmittal
Appendix B Investment Letter
Appendix C Registration Rights Agreement
Appendix D Termination of Stockholders Agreement
Appendix E Escrow Letter
SCHEDULES
DESCRIPTION
Schedule 1 List of Contributing Persons; Contributed Assets and
Share Allocations
Schedule 5.4.1 List of Contracts Guaranteed by Xxxxxx Xxxxxx
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AGREEMENT AND PLAN OF EXCHANGE - PAGE ii
eVENTURES GROUP, INC.
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AGREEMENT AND PLAN OF EXCHANGE
THIS AGREEMENT AND PLAN OF EXCHANGE ("AGREEMENT") has been made and
entered into as of this 19th day of October, 1999, among eVENTURES GROUP, INC.,
a Delaware corporation ("eVENTURES"), and the persons listed on Schedule 1 to
this Agreement (collectively referred to as the "CONTRIBUTING PERSONS," whether
one or more).
R E C I T A L S:
A. The parties hereto desire to effect an exchange (the "EXCHANGE")
pursuant to which the Contributing Persons will sell or contribute to eVentures
securities in e.Volve Technology Group, Inc., a Nevada corporation formerly
known as Orix Global Communications, Inc. ("e.VOLVE"), in exchange for the
number of shares of common stock of eVentures, par value $0.00002 per share (the
"eVENTURES STOCK"), to be issued by eVentures as set forth in Schedule 1
attached hereto.
B. The respective Boards of Directors of eVentures and each
Contributing Person that is a corporation or limited liability company have
determined that it is in the best interests of each entity and its respective
stockholders or members that the Exchange be consummated in the manner and on
the terms and conditions set forth herein.
C. The parties desire to effectuate the Exchange as a tax free
reorganization for United States federal income tax purposes.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein, the parties hereto agree as follows and do thereby adopt this
Agreement.
ARTICLE I.
DEFINITIONS
The terms defined in this Article (except as otherwise expressly
provided in this Agreement) for all purposes of this Agreement shall have the
respective meanings specified in this Article.
"ADDENDUM TO REGISTRATION RIGHTS AGREEMENT" shall mean the Addendum to
Registration Rights Agreement in the form attached hereto as Appendix C.
"AGREEMENT" shall mean this Agreement, and all the exhibits, schedules
and other documents attached to or referred to in the Agreement, and all
amendments and supplements, if any, to this Agreement.
"CLOSING" shall mean the meeting of the parties at which the Closing
Documents shall be exchanged by the parties, except for those documents or other
items specifically required to be exchanged at a later time.
"CLOSING DATE" shall mean such date as agreed in writing to by the
parties on which the Closing occurs.
"CLOSING DOCUMENTS" shall mean the papers, instruments and documents
required to be executed and delivered at the Closing pursuant to this Agreement.
"ENCUMBRANCE" shall mean any charge, claim, encumbrance, community
property interest, condition, equitable interest, lien, option, pledge, security
interest, right of first refusal, or restriction of any kind, including any
restriction on use, voting (in the case of any security), transfer, receipt of
income, or exercise of any other attribute of ownership other than (a) liens for
taxes not yet due and payable, or (b) liens that secure the ownership interests
of lessors of equipment.
"e.VOLVE COMMON STOCK" shall mean the shares of common stock of
e.Volve.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.
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AGREEMENT AND PLAN OF EXCHANGE - PAGE 1
eVENTURES GROUP, INC.
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"INVESTMENT LETTER" shall mean the investment letter in the form
attached hereto as Appendix B.
"LETTER OF TRANSMITTAL" shall mean a letter of transmittal in the form
attached hereto as Appendix A.
"SEC" shall mean the Securities and Exchange Commission.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
Terms Defined in Other Sections. The following terms are defined
elsewhere in this Agreement in the following Sections:
Term Section
---- -------
Contributing Persons............................ Introduction
Contributing Persons' Stock..................... 2.1
eVentures....................................... Introduction
eVentures Stock................................. Recitals
e.Volve......................................... Recitals
Exchange........................................ Recitals
Regulation D.................................... 2.2
Stockholders Agreement.......................... 4.3
ARTICLE II.
THE EXCHANGE
2.1. EXCHANGE OF SHARES. Subject to the terms and conditions of the
Closing Documents, the Contributing Persons hereby sell, transfer and deliver to
eVentures, to the extent owned by such Contributing Person, and eVentures hereby
purchases and accepts, all of the capital stock described in Schedule 1
(collectively, the "CONTRIBUTING PERSONS' STOCK"), in exchange for the number of
shares of eVentures Stock set forth in Schedule 1 attached hereto.
2.2. SECURITIES LAW MATTERS. Each Contributing Person understands that
the eVentures Stock to be issued and delivered to them pursuant to terms of this
Agreement or the Exchange will not be registered under the Securities Act but
will be issued in reliance upon the exemption afforded by Section 4(2) of the
Securities Act and/or Regulation D promulgated by the SEC thereunder
("REGULATION D"), and that eVentures is relying upon the truth and accuracy of
the representations set forth in the Investment Letter delivered concurrently
with the execution of this Agreement. Each certificate of eVentures Stock issued
to each Contributing Person pursuant to terms of this Agreement shall bear the
following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE
TRANSFERRED UNLESS THEY ARE SO REGISTERED OR, IN THE OPINION
OF COUNSEL ACCEPTABLE TO THIS CORPORATION, SUCH TRANSFER IS
EXEMPT FROM REGISTRATION. FURTHER, THE SHARES REPRESENTED BY
THIS CERTIFICATE MAY NOT BE SOLD UNDER RULE 144 PRIOR TO
SEPTEMBER 21, 2001 OTHER THAN IN COMPLIANCE WITH THE
REGISTRATION RIGHTS AGREEMENT DATED SEPTEMBER 22, 1999.
eVentures shall give instructions to its transfer agent consistent with
the foregoing legend.
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AGREEMENT AND PLAN OF EXCHANGE - PAGE 2
eVENTURES GROUP, INC.
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ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1. REPRESENTATIONS AND WARRANTIES OF EVENTURES. eVentures hereby
represents and warrants to the Contributing Persons that:
3.1.1. Organization of eVentures. eVentures is duly organized,
validly existing, and in good standing under the laws of the state of
Delaware and has all requisite corporate power, franchises, and
licenses to own its property and conduct the business in which it is
engaged. eVentures has the full corporate power and authority to
execute, deliver and perform its respective obligations under this
Agreement and the Closing Agreements to which it is a party.
3.1.2. Capitalization. eVentures has an authorized capital stock
consisting of 75,000,000 shares of common stock, par value $0.00002 per
share, of which 39,426,610 shares are issued and outstanding, and
5,000,000 shares of preferred stock, of which 1,000 shares have been
designated as Series A Convertible Preferred Stock and are issued and
outstanding. All of the shares of eVentures Stock have been validly
issued, fully paid, are non-assessable, and were issued in compliance
with any preemptive or similar rights and in compliance with applicable
federal and state securities laws.
3.1.3. Authority Relative to the Closing Documents. eVentures has
the requisite corporate power and authority to execute and deliver the
Closing Documents and to consummate the Exchange. The execution and
delivery of the Closing Documents by eVentures and the consummation by
eVentures of the Exchange have been duly authorized by the Board of
Directors of eVentures. No other corporate action on the part of
eVentures is necessary to authorize the execution and delivery by
eVentures of the Closing Documents or the consummation of the Exchange.
3.2. REPRESENTATIONS AND WARRANTIES OF CONTRIBUTING PERSON. Each
Contributing Person on his or its own behalf, but not on behalf of the other
Contribution Persons, hereby represents and warrants to eVentures that:
3.2.1. Authorization. Each of the Contributing Persons has the
requisite power and authority to execute and deliver the Closing
Documents and to consummate the transactions.
3.2.2. Title to Stock. Each Contributing Person has good and
marketable title in and to the Contributing Person's Stock owned by
each respective Contributing Person, free and clear of any Encumbrance.
3.2.3. No Other Interests. For each Contributing Person, the
Contributing Person's Stock includes all of the equity interests in, or
options or other rights to acquire equity interests in, e.Volve held by
such Contributing Person.
3.2.4. Disclosure Letter. Each Contributing Person has reviewed
and had the opportunity to discuss with his or her advisors the
Exchange and the Disclosure Letter and other materials attached to the
Investment Letter.
ARTICLE IV.
ADDITIONAL COVENANTS AND AGREEMENTS OF THE PARTIES
4.1. FILING WITH SECURITIES AND EXCHANGE COMMISSION. The parties
recognize that eVentures may report the Exchange to the SEC on Form 8-K, and
agree to cooperate in the preparation and filing of such report or any other
filings to be filed with the SEC.
4.2. BROKERS OR FINDERS. Each party agrees to hold the others harmless
and to indemnify them against the claims of any persons or entities claiming to
be entitled to any brokerage commission, finder's fee, advisory fee
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AGREEMENT AND PLAN OF EXCHANGE - PAGE 3
eVENTURES GROUP, INC.
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or like payment from such other party based upon actions of the indemnifying
party in connection with the Exchange.
4.3. TERMINATION OF STOCKHOLDERS AGREEMENT. Each party acknowledges
that, preceding the consummation of the Exchange, that certain Stockholders
Agreement dated June 11, 1998 (as amended or extended, the "STOCKHOLDERS
AGREEMENT") by and among e.Volve and various purchasers was terminated and
certain of the Contributing Persons transferred a portion of their shares of
capital stock of e.Volve to other Contributing Persons who are parties to this
Agreement for cash consideration.
ARTICLE V.
CLOSING DELIVERIES
5.1. THE CLOSING. The Closing shall take place upon the execution of
this Agreement by all parties and the delivery of the items to be delivered at
Closing by each party hereto (unless such delivery has been waived by the
party(ies) to have received such closing item), at the offices of Xxxxx & Xxxxxx
LLP, 0000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000.
5.2. DELIVERIES BY eVENTURES. eVentures hereby delivers to the
Contributing Persons, as applicable, the following items:
5.2.1. Certified Resolutions. Copies of the resolutions, certified
by the Secretary or an Assistant Secretary of eVentures, as applicable,
dated on or before the date hereof of the Board of Directors of
eVentures authorizing the execution of this Agreement and the
consummation of the transactions and other acts contemplated by this
Agreement.
5.2.2. Charter Documents. Copies of (a) the Certificate of
Incorporation of eVentures (as amended), certified by the Secretary of
State of the State of Delaware, (b) the Amended and Restated Bylaws of
eVentures, certified by the Secretary or an Assistant Secretary of
eVentures and (c) good standing certificates and certificates of
existence from the Secretary of State of the State of Delaware,
evidencing that eVentures is in existence and in good standing under
the laws of the State of Delaware.
5.2.3. Addendum to Registration Rights Agreement. The Addendum to
Registration Rights Agreement in the form attached as Appendix C,
executed by eVentures.
5.2.4. Exchange Shares. The number of shares of eVentures Stock to
be issued to such Contributing Person as set forth in Schedule 1, upon
the delivery of the consideration to be provided by such Contributing
Person set forth in Schedule 1.
5.3. DELIVERIES BY CONTRIBUTING PERSONS. Each Contributing Person
hereby delivers to eVentures the following items:
5.3.1. Corporate Approvals. Copies of the resolutions of the Board
of Directors of each Purchaser that is a corporation, dated on or
before the date hereof, authorizing the execution, delivery and
performance of this Agreement and the transactions contemplated in
connection therewith, in each case certified by the Secretary or an
Assistant Secretary of each such Contributing Person.
5.3.2. Contributing Persons' Stock. The Contributing Persons'
Stock to be contributed by each Contributing Person as set forth on
Schedule 1 attached hereto, together with the certificate evidencing
such security and stock powers, duly endorsed, by each Contributing
Person.
5.3.3. Investment Letter. An Investment Letter executed by each
Contributing Person.
5.3.4. Letter of Transmittal. A Letter of Transmittal executed by
each Contributing Person.
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AGREEMENT AND PLAN OF EXCHANGE - PAGE 4
eVENTURES GROUP, INC.
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5.3.5. Addendum to Registration Rights Agreement. An Addendum to
Registration Rights Agreement executed by each Contributing Person.
5.3.6. Termination of Stockholders Agreement. A Termination of
Stockholders Agreement, in the form attached on Appendix D, executed by
each Contributing Person.
5.3.7. e.Volve Options. The Contributing Persons hereby agree that
all option plans and convertible securities of e.Volve that remain
unexercised as of the date hereof shall be terminated without any
liability to e.Volve or eVentures or their respective directors,
officers, agents or other representatives.
5.3.8. Escrow Letter. An Escrow Letter in the form attached hereto
as Appendix E executed by each Contributing Person.
5.4. OTHER DELIVERIES. In connection with the Exchange, eVentures shall
deliver the following items to the following persons:
5.4.1. Payments to Xxxxxx Xxxxxx. To Xxxxxx Xxxxxx, the sum of
$75,000 as complete settlement of any and all existing or future
obligations of e.Volve to him under his employment agreement with
e.Volve, other than unreimbursed expense amounts approved by management
of eVentures incurred in the ordinary course of business through
September 30, 1999; provided that the non-competition provisions of the
employment agreement of Xxxxxx Xxxxxx will continue for the term of the
employment agreement as if the same had not been prepaid. In addition,
eVentures will indemnify and hold Xxxxxx Xxxxxx harmless from any loss
associated with any contract or agreement of e.Volve that he has
personally guaranteed and which is listed on Schedule 5.4.1, except to
the extent such losses have been caused by or resulted from Xxxxxx
Xxxxxx'x intentional acts or gross negligence.
5.4.2. Life Insurance Policy of Xxxxx Xxxxxx. The key-man life
insurance policies (including the ability to designate a new
beneficiary) on the life of Xxxxx Xxxxxx is hereby assigned to him
(along with the requirement or obligation to pay future premiums, which
Xxxxx Xxxxxx hereby assumes). eVentures will execute any additional
documents necessary to effect this assignment.
5.4.3. Payments to Xxxx Xxxxxx. To Xxxx Xxxxxx, up to $175,000 in
payment of amounts due and owing to him for legal fees from e.Volve,
which Xxxx Xxxxxx hereby represents and warrants satisfies all
financial obligations owed by e.Volve to him. By his acceptance of this
payment and the execution of this Agreement, Xxxx Xxxxxx acknowledges
and agrees that he is not entitled to receive any stock of e.Volve or
eVentures (for past or future services rendered to e.Volve or
eVentures).
5.4.4. Payments to Xxxxxxxx Xxxxxxx. To Xxxxxxxx Xxxxxxx, up to
$25,000 representing the amount of all past due legal fees owed by
e.Volve to Xxxxxxxx Xxxxxxx. By his acceptance of this payment and the
execution of this Agreement, Xxxxxxxx Xxxxxxx hereby represents and
warrants that this payment satisfies all obligations owed by e.Volve to
him.
5.4.5. Payments to Xxxxx Xxxx. To Xxxxx Xxxx, the sum of $75,000
as complete settlement of any and all existing or future obligations of
e.Volve to him under his employment agreement with e.Volve, other than
unreimbursed expense amounts approved by management of eVentures
incurred in the ordinary course of business through September 30, 1999;
provided that the non-competition provisions of the employment
agreement of Xxxxx Xxxx will continue for the term of the employment
agreement as if the same had not been prepaid.
5.4.6. Remaining Agreements Unaltered. Except as specifically
provided herein, all other consulting and employment agreements and
arrangements between e.Volve and any Contributing Person shall remain
unaltered and in full force and effect (except for the termination of
all stock option grants as specified in Section 5.3.7 above).
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AGREEMENT AND PLAN OF EXCHANGE - PAGE 5
eVENTURES GROUP, INC.
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ARTICLE VI.
SURVIVAL OF REPRESENTATIONS AND INDEMNIFICATION
6.1. REPRESENTATIONS TO SURVIVE CLOSING. The representations and
warranties of eVentures and each Contributing Person contained herein or in any
document furnished pursuant hereto shall survive the Closing of the Exchange.
Each party acknowledges and agrees that, except as expressly set forth in this
Agreement or any Closing Document, no party has made (and no party is relying
on) any representation or warranties of any nature, express or implied,
regarding any or relating to any of the transactions contemplated by this
Agreement.
6.2. REMEDIES CUMULATIVE. Persons or entities entitled to
indemnification hereunder shall be entitled to such indemnification from time to
time and shall be entitled to rely upon one or more provisions of this Agreement
without waiving its right to rely upon any other provisions at the same time or
any other time.
ARTICLE VII.
MISCELLANEOUS
7.1. NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed delivered if delivered by
hand, by telecopier, by courier or mailed by certified or registered mail,
postage prepaid, addressed as follows:
IF TO eVENTURES:
eVentures Group, Inc.
Attn: Xxxxxx Xxxxxxxxx
0000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Tel: 000-000-000
Fax No.: 000-000-0000
with copy to:
Xxxxx & Xxxxxx LLP
Attn: Xxxxxx X. Xxxxxxx, Esq.
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Fax No.: 000.000.0000
IF TO THE CONTRIBUTING PERSONS:
To the address set forth below each Contributing Person's name on
Schedule 1 hereto.
7.2. ASSIGNABILITY AND PARTIES IN INTEREST. This Agreement shall not be
assignable by any of the parties hereto without the consent of all other parties
hereto. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors. Nothing in this Agreement is
intended to confer, expressly or by implication, upon any other person any
rights or remedies under or by reason of this Agreement.
7.3. EXPENSES. Each party shall, except as otherwise specifically
provided, bear its own expenses and costs, including the fees of any attorney
retained by it, incurred in connection with the preparation of the Closing
Documents and consummation of the Exchange.
7.4. GOVERNING LAW. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of Texas. Each of the
parties hereto consents to the personal jurisdiction of the federal and state
courts in the State of Texas in connection with any action arising under or
brought with respect to this Agreement.
7.5. COUNTERPARTS. This Agreement may be executed as of the same
effective date in one or more counterparts, each of which shall be deemed an
original.
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AGREEMENT AND PLAN OF EXCHANGE - PAGE 6
eVENTURES GROUP, INC.
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7.6. HEADINGS. The headings and subheadings contained in this Agreement
are included solely for ease of reference, and are not intended to give a full
description of the contents of any particular Section and shall not be given any
weight whatever in interpreting any provision of this Agreement.
7.7. PRONOUNS, ETC. Use of male, female and neuter pronouns in the
singular or plural shall be understood to include each of the other pronouns as
the context requires. The word "and" includes the word "or." The word "or" is
disjunctive, but not necessarily exclusive.
7.8. COMPLETE AGREEMENT. This Agreement, the Appendices and Schedules
hereto, and the documents delivered pursuant hereto or referred to herein or
therein contain the entire agreement between the parties with respect to the
Exchange and, except as provided herein, supersede all previous negotiations,
commitments and writings.
7.9. MODIFICATIONS, AMENDMENTS AND WAIVERS. This Agreement shall not be
modified or amended except by a writing signed by each of the parties hereto.
7.10. SEVERABILITY. If any term or other provision of this Agreement is
invalid, illegal, or incapable of being enforced by any rule of law or public
policy, all other terms and provisions of this Agreement will nevertheless
remain in full force and effect so long as the economic or legal substance of
the Exchange is not affected in any manner adverse to any party hereto. Upon any
such determination that any term or other provision is invalid, illegal, or
incapable of being enforced, the parties hereto will negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as
closely as possible in any acceptable manner to the end that the Exchange is
consummated to the extent possible.
[SIGNATURE PAGES FOLLOWS]
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AGREEMENT AND PLAN OF EXCHANGE - PAGE 7
eVENTURES GROUP, INC.
11
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
eVENTURES GROUP, INC.
By: /s/ Xxxxxxx Xxxxxxx
----------------------------------------------
Name: XXXXXXX XXXXXXX
--------------------------------------------
Title: President
-------------------------------------------
Executed by the following persons for the purposes of confirming the
agreements set forth in Section 5.4:
/s/ Xxxxxx Xxxxxx
-----------------------------------
XXXXXX XXXXXX
/s/ Xxxxx Xxxxxx
-----------------------------------
XXXXX XXXXXX
/s/Xxxx Xxxxxx....
-----------------------------------
XXXX XXXXXX
/s/ Xxxxxxxx Xxxxxxx
-----------------------------------
XXXXXXXX XXXXXXX
/s/ Xxxxx Xxxx
-----------------------------------
XXXXX XXXX
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AGREEMENT AND PLAN OF EXCHANGE - PAGE 8
eVENTURES GROUP, INC.
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SIGNATURE PAGE TO AGREEMENT AND PLAN OF EXCHANGE BY AND AMONG eVENTURES GROUP,
INC. AND THE CONTRIBUTING PERSONS LISTED ON SCHEDULE 1 HERETO
CONTRIBUTING PERSONS:
/s/ Xxxxx Xxxxxx
--------------------------------------------------
Name: XXXXX XXXXXX
---------------------------------------------
/s/ Xxxx Xxxxxxx
--------------------------------------------------
Name: Xxxx Xxxxxxx
---------------------------------------------
/s/ Xxxxxx Xxxxxx
--------------------------------------------------
Name: XXXXXX XXXXXX
---------------------------------------------
/s/ Xxxxx Xxxx
--------------------------------------------------
Name: XXXXX XXXX
---------------------------------------------
/s/ Xxxxxx X. Xxxxx
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Name: XXXXXX X. XXXXX
---------------------------------------------
/s/ Xxxxxxx X. Xxxxx
--------------------------------------------------
Name: Xxxxxxx X. Xxxxx
---------------------------------------------
/s/ Xxxx Xxxxxxxx
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Name: XXXX XXXXXXXX
---------------------------------------------
/s/ Xxxx Xxxxxx
--------------------------------------------------
Name: XXXX XXXXXX
---------------------------------------------
/s/ Xxxxx Xxxxxxxx
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Name: XXXXX XXXXXXXX
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/s/ Xxxxx Xxxxxxx
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Name: XXXXX XXXXXXX
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/s/ Xxxxxxxx Xxxxxxx
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Name: XXXXXXXX XXXXXXX
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/s/ Xxxxxx X. Xxxxxxx
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Name: XXXXXX X. XXXXXXX
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AGREEMENT AND PLAN OF EXCHANGE - PAGE 9
eVENTURES GROUP, INC.
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/s/ Xxxx Xxxxxx
--------------------------------------------------
Name: XXXX XXXXXX
---------------------------------------------
/s/ Xxxxxxx Xxxxxx
--------------------------------------------------
Name: XXXXXXX XXXXXX
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/s/ Xxxxxxx Xxxxxxx
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Name: XXXXXXX XXXXXXX
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/s/ Xxxxxx Xxxxxxxxxx
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Name: XXXXXX XXXXXXXXXX
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/s/ Xxxxxx X. XxXxx
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Name: XXXXXX X. XxXXX
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/s/ Xxxxx Xxxxxxxx
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Name: XXXXX XXXXXXXX
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AGREEMENT AND PLAN OF EXCHANGE - PAGE 10
eVENTURES GROUP, INC.
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SCHEDULE 1
LIST OF CONTRIBUTING PERSONS, CONTRIBUTED STOCK AND SHARE ALLOCATIONS
NUMBER OF SHARES OF COMMON STOCK,
PAR VALUE $0.00002 IN eVENTURES
STOCK CONTRIBUTED TO GROUP, INC., RECEIVED BY
NAMES OF CONTRIBUTING PERSONS eVENTURES GROUP, INC. CONTRIBUTING PERSON
----------------------------- --------------------- ---------------------------------
1. Xxxxx Xxxxxx 540 shares of stock in e.Volve 2,518,750 shares
e.Volve Technology Group, Inc.
0000 X. Xxxxxxxx Xx.
Xxxxxxxx X, Xxxxx 000
Xxx Xxxxx, XX 00000
2. Xxxx Xxxxxxx 152 shares of stock in e.Volve* 779,167 shares*
0000 Xxxx Xxxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
3. Xxxxxx Xxxxxx 74 shares of stock in e.Volve 464,584 shares
000 Xxx Xxx Xxxxxx
Xxx Xxxxx, XX 00000
4. Xxxxx Xxxx 46 shares of stock in e.Volve 364,584 shares
0000 Xxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
5. Xxxxxx X. Xxxxx 46 shares of stock in e.Volve 191,667 shares
Xxxxxxx & Xxxxx
000 X. 0xx Xxxxxx
Xxx Xxxxx, XX 00000
6. Xxxxxxx X. Xxxxx 27 shares of stock in e.Volve 112,500 shares
0000 Xxxxxxx Xxxxxxx
Xx. Xxxxxx, XX 00000
7. Xxxx Xxxxxxxx 14 shares of stock in e.Volve 58,333 shares
000 X. Xxxxxxxxx
Xx. Xxxxxx, XX 00000
8. Xxxx Xxxxxx 25 shares of stock in e.Volve 104,167 shares
0 Xxxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
9. Xxxxx Xxxxxxxx 5 shares of stock in e.Volve 20,833 shares
0000 Xxxxxxx Xxxx Xx.
Xxx Xxxxx, XX 00000
10. Xxxxx Xxxxxxx 45 shares of stock in e.Volve 187,500 shares
Xxxxxxx & Xxxxx
000 X. 0xx Xxxxxx
Xxx Xxxxx, XX 00000
11. Xxxxxxxx Xxxxxxx 25 shares of stock in e.Volve 104,167 shares
00000 Xxxxxxxxx Xxxx
Xxxx Xxxxxx, XX 00000
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AGREEMENT AND PLAN OF EXCHANGE
SCHEDULE 1 - PAGE 1
eVENTURES GROUP, INC.
15
NUMBER OF SHARES OF COMMON STOCK,
PAR VALUE $0.00002 IN eVENTURES
STOCK CONTRIBUTED TO GROUP, INC., RECEIVED BY
NAMES OF CONTRIBUTING PERSONS eVENTURES GROUP, INC. CONTRIBUTING PERSON
----------------------------- --------------------- ---------------------------------
12. Xxxxxx X. Xxxxxxx 10 shares of stock in e.Volve 41,667 shares
00 Xxxx 00xx Xxxxxx, Xxx. 0X
Xxx Xxxx, XX 00000
13. Xxxx Xxxxxx 4 shares of stock in e.Volve 16,667 shares
0 Xxx Xxxxx Xxxx
Xxxxxx, XX 00000
14. Xxxxxxx Xxxxxx 55 shares of stock in e.Volve 229,167 shares
Broidy Capital Management
0000 Xxxxxxx Xxxx
Xxx Xxxxxxx, XX 00000
15. Xxxxxxx Xxxxxxx 7 shares of stock in e.Volve 29,167 shares
000 Xxxxxxxx Xxx Xxxxx
Xxx. 0000
Xxxxx, XX 00000
16. Xxxxxx Xxxxxxxxxx 2 shares of stock in e.Volve 8,333 shares
c/o XXXX XXXXXXX
000 Xxxxxxx
Xxxxxx Xxxxxx Xxxxxxxx
Xxxxxxxxxx, XX 00000
17. Xxxxxx X. XxXxx 2 shares of stock in e.Volve 8,333 shares
000 Xxxxxxxxx Xx.
Xxxxxxxxx, XX 00000
18. Xxxxx Xxxxxxxx 10 shares of stock in e.Volve 41,667 shares
000 Xxxxx Xxxxxx
Xxx. 00-X
Xxxxxxxx, XX 00000
19. Infinity Funds or designees 111 shares of stock in e.Volve 550,000 shares*
Total 1,200 shares of stock in e.Volve 5,831,253 shares
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AGREEMENT AND PLAN OF EXCHANGE
SCHEDULE 1 - PAGE 2
eVENTURES GROUP, INC.
16
SCHEDULE 5.4.1
LIST OF CONTRACTS GUARANTEED BY XXXXXX XXXXXX
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AGREEMENT AND PLAN OF EXCHANGE
eVENTURES GROUP, INC.
