STOCK EXCHANGE AGREEMENT
This Stock Exchange Agreement is made and entered into by and between
XXXXXXX X. XXXXXXX, hereinafter referred to as "Xxxxxxx" and AMERI-CAP FACTORS
GROUP, INC., a Florida corporation. hereinafter referred to as "Arneri-Cap" and
FINANTRA CAPITAL. INC.. hereinafter referred to as "Finantra". (Throughout this
agreement Xxxxxxx and Ameri-Cap may be referred to collectively as "Parties" for
convenience.)
WITNESSETH:
WHEREAS, Ameri-Cap is a subsidiary of Finantra Capital, Inc., a
Delaware corporation publicly traded pursuant to the Securities Act of 1933, and
WHEREAS, Ameri-Cap is the owner of 80% of the authorized, issued and
outstanding common shares of Ameri-Med Financial Services, Inc., a Florida
corporation engaged in the business of medical receivable financing, and
WHEREAS, Xxxxxxx is the owner of three percent (3%) of the authorized.
issued and outstanding common stock of Ameri-Med, and
WHEREAS Ameri-Cap desires to acquire Xxxxxxx'x stock ownership in
Ameri-Med in exchange for shares of common stock of Finantra, which exchange has
been approved and authorized by the Board of Directors of Finantra, and
WHEREAS, the Parties to this agreement desire to set forth in a written
document the terms and conditions of their exchange.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained and for such other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledge, the Parties agree as follows:
1. RECITALS: The above and foregoing recitals are true and correct and
are incorporated herein.
2. Commencing on February 1, 1999 and the l s' day of February in the
calendar years 2000 2001. 2002. 2003 Xxxxxxx will exchange a portion of his
shares in Ameri-Med representing .06% of the authorized, issued and outstanding
shares of Ameri-Med for 5.000 shares of Finantra s authorized common stock.
3. NON-TRANSFER OF SHARES BY XXXXXXX: Xxxxxxx agrees that he will not
offer to sell transfer, or otherwise dispose of the common shares owned by him
in Ameri-Med during the term hereof except to a trust or entity controlled by
him so that said shares shall always be available to complete the exchange set
forth in paragraph 2 above.
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4. REPRESENTATIONS AND WARRANTIES OF XXXXXXX: Xxxxxxx represents and
warrants as follows:
4.1 Xxxxxxx has the power to enter into and carry out his obligations
under this agreement.
4.2 The shares being exchanged by Xxxxxxx are fully paid and
non-assessable.
4.3 Xxxxxxx is and shall continue to be the owner of the shares subject
to the exchange set forth herein, free and clear of all liens and encumbrances.
4.4 Xxxxxxx is not subject to any order, judgment, decree, stipulation
or agreement of any kind which will prohibit the exchange described in this
agreement.
4.5 Xxxxxxx acknowledges that the common stock of Finantra being
exchanged for his shares in Ameri-Med have not been registered under the
Securities Act of 1933, as amended for resale and may not be offered or sold
except pursuant to an effective registration under the Act or to the extent
applicable, Rule 144 under the Act or such other exemption from registration as
may be given in an opinion of counsel acceptable to counsel for Finantra.
5. REPRESENTATIONS AND WARRANTIES OF AMERI-CAP: Ameri-Cap represents
and warrants to Xxxxxxx as follows:
5.1 Ameri-Cap is a corporation duly organized and validly existing in
good standing under the laws of the state of Florida with full power and
authority to enter into this agreement.
5.2 The execution, delivery and performance of this agreement has been
duly approved by all requisite corporate actions.
5.3 The common stock of Finantra being exchanged will be fully paid and
non assessable.
5.4 The transfer and delivery of the Finantra shares contemplated under
this agreement will vest title to said shares in Xxxxxxx free of all liens.
encumbrances, conditions and restrictions except those pertaining to the
Securities Act of 1933. as amended and such state securities laws as may be
applicable.
6. REPRESENTATIONS AND WARRANTIES OF FINANTRA: Finantra represents and
warrants to Xxxxxxx as follows:
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6.1 Finantra is a duly organized and existing corporation under the
laws of the state of Delaware and is authorized to conduct business in the state
of Florida.
6.2 Finantra has the power and authority to enter into this agreement
and the execution, delivery and performance of this agreement has been duly
approved by all requisite corporate actions of Finantra.
6.3 The transfer and delivery of the exchanged shares pursuant to this
agreement will vest title to the shares in Xxxxxxx free and clear of all liens
and encumbrances.
7. TRANSFERABILITY RESTRICTIONS ON FINANTRA SHARES: The Finantra shares
exchanged or issued pursuant to this agreement shall be subject to all
restrictions on transfer imposed by Federal and State securities laws. Further,
the holder of the Finantra shares agrees that even if not applicable, the holder
will not transfer any shares which would exceed the number of shares authorized
to be transferred under Rule 144 of the Securities and Exchange Commission
Rules. The holder of the Finantra shares named herein further consents to the
imposition upon the Finantra shares any reasonable transfer or other "lock up"
restrictions required by the underwriters for Finantra in connection with a
public offering of securities.
8. RIGHT OF FIRST REFUSAL: The holder of Finantra shares described
herein will not transfer any Finantra shares without giving to Finantra prior
notice and the opportunity to purchase such shares at a price equal to the value
of the consideration offered by a prospective transferee. or the bid share price
on the day of transfer, whichever is lower. Upon receipt of any such notice,
Finantra shall have 3 days to exercise its first refusal right and 30 days
thereafter to close the purchase. Failure of Finantra to exercise its right of
first refusal shall authorize holder to sell the shares offered and Finantra's
first refusal right shall expire as to the shares contained in the notice.
9. NOTICES: Except as otherwise stated, all notices, requests, demands
and other communications required or permitted to be given hereunder shall be in
writing and shall be deemed to have been duly given if delivered personally,
given by prepaid first class mail, registered or certified or by duly recognized
overnight carrier as follows:
To Xxxxxxx Xxxxxxx X. Xxxxxxx
0000 Xxxxx Xx Xxxx Xxxx.
Xxxxx Xxxxxx. XX 00000
To Ameri-Cap: Arneri-Cap Factors Group. Inc.
Westside Corporate Center
000 X. Xxxx Xxxxxx Xxxx. Xxxxx 000
Xxxxxxxxxx, XX 00000
10. MISCELLANEOUS PROVISIONS:
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10.1 Assignment: No party may assign its obligations or rights under
this agreement without the written consent of the other parties.
10.2 Modification: There are no other agreements, promises or
undertakings between the parties except as specifically set forth herein. No
alteration. change, modification or amendment to this agreement shall be made
except in writing and signed by the parties hereto.
10.3 Severability: If any provision or paragraph of this agreement is
deemed to be unlawful or unenforceable by any court, administrative agency or
statute, law or ordinance, the said provision or paragraph shall be severed from
this agreement without affecting the enforceability of the remainder of this
agreement. The parties shall make a good faith effort to redraft the severed
provision or paragraph consistent with the party's original intention but in
such a way as to be lawful and enforceable.
10.4 Binding Effect: This agreement supersedes and cancels any and all
other agreements referring to the subject matter herein. This agreement shall be
binding upon and inure to the benefit of the respective parties, their
successors and assigns, if applicable as well as to the heirs and legal
representatives of the parties hereto, if applicable.
10.5 Construction: This agreement shall be construed and enforced under
the laws of the state of Florida.
10.6 Counterparts: This agreement may be executed in several
counterparts. each of which shall be deemed an original but all of which
counterparts collectively shall constitute one instrument representing the
agreement between the parties.
10.7 Captions and Headings: The captions and headings of each section
or subsection in this agreement are for convenience of reference only and shall
in no manner or way whatsoever effect the interpretation or meaning of such
section or subsection.
10.8 Exhibits: The exhibits attached hereto together with all documents
incorporated by reference herein form an integral part of this agreement and are
hereby incorporated herein wherever reference is made to them to the same extent
as if they were set out in full at the point at which such reference is made.
10.9 Attorney's Fees: The prevailing party in any litigation arising
out of the terms of this agreement shall be entitled to reimbursement of
reasonable attorney's fees and costs at the trial and appellate court level.
(SIGNATURES ON FOLLOWING PAGE)
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IN WITNESS WHEREOF, the Parties have hereunto set their hands and seals
this 16 day of December, 1998.
-----------------------------------
XXXXXXX X. XXXXXXX
AMERI-CAP FACTORS GROUP, INC.,
a Florida corporation
By:
--------------------------------
XXXXXX X. PRESS, President
FINANTRA CAPITAL, INC.
By:
--------------------------------
XXXXXX X. PRESS, President
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