SHARE EXCHANGE AGREEMENT
DATED: Oct 27, 1995
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BETWEEN: DoubleCase Corporation, a Kansas corporation
000 Xxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000 "DoubleCase"
AND: InterActive Data Vision, an Oregon corporation
0000 Xxxx Xxxxxx Xxx, Xxxxx 0000
Xxx Xxxxx, XX 00000 "IDV"
AND: Those persons whose names appear on the
attached Schedules A, B and C as DoubleCase
Shareholders, DoubleCase Noteholders, and
DoubleCase Debenture Holders "DoubleCase Shareholder"
"DoubleCase Noteholder"
"DoubleCase Debenture Holders",
or collectively as "DoubleCase Securities Holders"
AND: Those persons whose names appear on the
attached Schedule D as IDV Debtholder "IDV Debtholders"
RECITALS
A. IDV desires to acquire all of the outstanding common stock of DoubleCase.
B. The DoubleCase Shareholders are willing to exchange their shares for
shares of
IDV pursuant to the terms and conditions of this Agreement and with the
understanding and
intention that the exchange of shares will qualify as a tax-free reorganization
under Section
368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.
C. The DoubleCase Noteholders, DoubleCase Debenture Holders and IDV
Debtholders are willing to convert their respective securities into common stock
of IDV as part of the above-described share exchange.
NOW, THEREFORE, the parties hereto agree as follows:
I. The Exchange.,
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(a) Common Share Exchange.Each DoubleCase Shareholder will exchange
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2.0171857 shares of outstanding common stock of DoubleCase for one (1) share of
Class A common stock of 1DV. A schedule of all DoubleCase Shareholders is
attached hereto as Schedule A and incorporated herein by this reference.
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(b) Preferred Share Exchange.
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(1) Except as otherwise provided herein, certain Doublecase
Noteholders, who are described in the attached Schedule B and incorporated by
this reference, will convert one-half of the amount of their respective debt for
shares of common stock of IDV at a conversion rate of $2.75 of debt for one (1)
share of Class A common stock of IDV. The remaining one-half of their respective
debt will be converted into (1) share of callable, voting, convertible Series A
Preferred Stock of IDV ("Preferred Stock") at the exchange rate of one (1) share
of Preferred Stock for each $2.75 of debt. Specifically excluded from the
above-described debt conversion are notes payable in the amount of $150,188
payable to the following:
Xxxxx Xxxx $ 8,276.78
Xxxxxx Corporation 13,794.21
Xxxxxx Xxxx 50,000.00
Cleveland Ventures 50,000.00
Xxxxxxx Xxxx 28,117.15
Interest payable on the notes will be a continuing obligation of IDV, and
will be deferred for a period of one year from the Closing described in Section
VII herein, unless sooner paid.
(2) Each DoubleCase Debenture Holder, who are described in the attached
Schedule C and incorporated by this reference, will convert one-half of the
amount of their respective outstanding debenture into shares of IDV Class A
common stock at the conversion rate of $2.75 of debt for one (1) share of Class
A common stock. The remaining one-half of the principal balance of the
debentures will be converted into callable, voting, convertible Series A
Preferred Stock of IDV ("Preferred Stock") at an exchange rate of one (1) share
of Preferred Stock for each $2.75 of the remaining one-half the principal
balance of the debentures.
Interest payable on the debentures will be a continuing obligation of IDV
and will be deferred for a period of one (1) year from Closing described in
Section VII herein, unless sooner paid.
(c) Procedure.The DoubleCase Securities Holders, by executing this
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agreement agrees to surrender to the Escrow Agent described in Section IV all
their respective shares, notes and debentures (the "DoubleCase Securities") for
exchange pursuant to this
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Agreement. In executing this Agreement, such DoubleCase Security Holder also
authorizes and appoints the Escrow Agent or its designee as attorney-in-fact to
transfer the DoubleCase Securities on the books of DoubleCase as called for by
this Agreement.
II. Conversion of IDV Debt.
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Contemporaneous with the exchanges described in Section I herein, IDV
Debtholders, who are described in the attached Schedule D and incorporated by
this reference, will convert $,202,540 of IDV debt into shares of Class A common
stock of IDV at an exchange rate of $2.75 of debt for one (1) share of IDV Class
A common stock. After the conversion, Xxxxx X. Xxxxxx ("Xxxxxx") and First
Colonial Funds Ltd. ("First") will enter into a Lockup Agreement with IDV
whereby Xxxxxx will agree not to sell, transfer or assign his shares of Class A
common stock until ninety (90) days after IDV common stock is approved for
listing on the NASDAQ Small Cap, and whereby First will agree not to sell,
transfer or assign its shares of Class A common stock until six (6) months after
IDV common stock is approved for listing on NASDAQ Small Cap.
111. Rel2resentat ions and Warranties of DoubleCase Securities Holders.
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(a) By executing this Agreement, the DoubleCase Securities Holders
represent and warrant that they own all of the DoubleCase Securities listed
opposite their names on Schedules A, B and C, respectively, free and clear of
any lien, encumbrance or claim of others and may freely transfer, assign and
exchange the same.
(b) The DoubleCase Securities Holder represent and warrant that they
are exchanging their DoubleCase Securities for securities of IDV ("IDV
Securities") for investment purposes only, and not with a view to distribute and
acknowledge that IDV Securities will not be registered and only may be sold or
transferred pursuant to a registration staternent or an exemption from
registration under the Securities Act of 1933. The DoubleCase Securities Holders
acknowledge that the IDV Securities may be issued to them with a legend setting
forth this restriction on transfer.
V. Representations and Warranties of IDV.
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(a) IDV is a corporation duly organized under the laws of the State of
Oregon, validly existing, and authorized to exercise all its corporate powers,
fights and privileges.
(b) IDV has the corporate power and authority to own and operate its
properties and to carry on its businesses now conducted.
Page 3 - SHARE EXCHANGE AGREEMENT
(c) IDV has all requisite legal and corporate power to execute and
deliver this Agreement.
(d) IDV will have at Closing all require( legal and corporate power to
issue the IDV Securities called for by this Agreement.
(e) All corporate actions on the part of IDV necessary for the
authorization, execution, delivery and performance of all obligations under this
Agreement and for the issuance and delivery of the IDV Securities has been
taken, and this Agreement constitutes a valid obligation of IDV.
(f) IDV is a non-reporting public corporation within the meaning of the
Securities Exchange Act of 1934.
(g) IDV has no subsidiaries or affiliated companies and does not
otherwise own or control, directly or indirectly, any other corporation,
association or business entity.
(h) The IDV Securities, when sold and delivered in accordance with the
terms of this Agreement and for the consideration expressed here n, shall be
duly and validly issued, fully paid and non-assessable.
(i) There is no action, proceeding, or investigation pending or
threatening, or any basis therefor known to IDV to question the validity of this
Agreement or the accuracy of the representations and warranties contained herein
(j) IDV, promptly after Closing date but no later than five (5) days
thereafter, shall prepare and file with market makers an Information Statement
under Rule 15c2-11 of the Securities Exchange Act of 1934 ("Information
Statement" .
(k) Within sixty (60) days of the effective date of the Information
Statement, IDV will ensure that there will be at least three market makers
quoting the IDV common stock on the OTC Bulletin Board.
(1) Immediately following Closing, the current officers and directors
of IDV, except Xxxxx X. Xxxxxx, will resign from their respective positions and
Xxxxx X. Xxxxxx will appoint the following additional individuals as directors:
Xxxxxxx Xxxx
Xxxxx Xxxxxxx
Xxxxxxx Xxxxx
Xxxxxx Xxxxx
The new Board of Directors of IDV will immediately elect the following officers:
Page 4 - SHARE EXCHANGE AGREEMENT
Xxxxxxx Xxxx President
Xxxxxxxx Xxxxxxx Treasurer
Xxxxxxxx Xxxxxxx Secretary
Xxxxx Xxxx Assistant Secretary
(m) The authorized capital stock of IDV consists of 50,000,000 shares
of Class A common stock, of which 661,199 shares are outstanding, 10,000,000
shares of Class B common stock, none of which are outstanding, and 10,000,000
shares of preferred stock, none of which are outstanding. Except as contemplated
in this Agreement, there are no other securities, options, warrants, or other
rights to purchase any securities of IDV outstanding. All outstanding securities
of IDV are duly and validly issued, are fully paid and non-assessable and were
issued in compliance with all applicable federal and state securities laws.
VI. Rel2resentat ions and Warranties of DoubleCase.
----------------------------------------------------
(a) DoubleCase is a corporation duly organized under the laws of the
State of Kansas, validly existing and authorized to exercise all its corporate
powers, rights and privileges.
(b) DoubleCase has the corporate power and authority to own and operate
its properties and to carry on its business as now conducted.
(c) DoubleCase has all, requisite legal and corporate power to execute
and deliver this Agreement.
(d) All corporate actions on the part of DoubleCase necessary for the
authorization, execution, delivery and performance of all obligations under this
Agreement have been taken and this Agreement constitutes a valid obligation of
DoubleCase.
(e) DoubleCase is a non-reporting corporation within the meaning of the
Securities Exchange Act of 1934.
(f) There is no action, proceeding or investigation pending or threatening
or any basis thereof known to DoubleCase to question the validity of this
Agreement or the accuracy of the representations and warranties contained
herein.
VII. Closin.
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Closing shall take place in the law offices of Xxxxx Xxxxxxxx, 000 X.
Xxxxxxxx, 0xx Xxxxx, Xxxxxxx, Xxxxxx 00000, who shall serve as Escrow Agent
under this Agreement. Upon receipt of the Agreement executed by all parties or
in counterparts and when in possession of all of the DoubleCase Securities, the
Escrow Agent may complete the transaction by transferring the IDV Securities to
the DoubleCase Shareholders.
Page 5 - SHARE EXCHANGE AGREEMENT
VIII. Miscellaneous.
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(a) This Agreement may be signed in any number of counterparts, each of
which will be considered an original.
(b) The representations and warranties herein contained will survive
Closing.
(c) This Agreement supersedes any previous agreem,2nd between the
parties. This Agreement is executed effective the date first above written by
the parties hereto.
INTERACTIVE DATA VISION, INC. DOUBLECASE SHAREHOLDERS
By: /s/ Xxxxx X. Fryrer _________________________
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_____________________________ _________________________
DOUBLECASE CORPORATION _________________________
By: /s/ Xxxxxxx Xxxx _________________________
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President
_____________________________ _________________________
DOUBLECASE NOTEHOLDERS
_____________________________ _________________________
_____________________________ _________________________
_____________________________ _________________________
_____________________________ _________________________
_____________________________ _________________________
DOUBLECASE DEBENTURE HOLDERS
_____________________________ _________________________
_____________________________ _________________________
_____________________________ _________________________
_____________________________ _________________________
_____________________________ _________________________
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