STOCK EXCHANGE AGREEMENT
Exhibit
9.2
This
STOCK EXCHANGE AGREEMENT (this “Agreement”) is dated as of April 17, 2008, by
and among GenMed Holding Corp., a Nevada corporation (“GenMed”) and Xxxxx xx
Xxxx (“xx Xxxx”), Xxxxxx Xxxxxxxxx (“Blijleven”), Xxxxx X. Xxxxxxx (“Xxxxxxx”)
and Medical Network Holdings BV (“MNH,” and, collectively with xx Xxxx,
Blijleven and Xxxxxxx, the “Shareholders”).
WHEREAS,
the Shareholders are holders of 100% of the outstanding capital shares of GenMed
BV, a Dutch company (“GMBV”);
WHEREAS,
the Shareholders wish to sell, and GenMed wishes to purchase, 100% of the
outstanding capital shares of the Company as set forth in this Agreement.
NOW,
THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the
parties hereto agree as follows:
ARTICLE
I
PURCHASE
AND SALE OF COMPANY STOCK
Section
1.1 Exchange
of Stock.
Subject
to the terms and conditions herein stated, GenMed hereby agrees to purchase
from
the Shareholders, and the Shareholders hereby agree to sell to GenMed, 18,000
shares (the “GMBV Shares”) of the registered capital stock of GMBV, for a
purchase price equal to Forty-Eight Million (48,000,000) shares of the common
stock of GenMed, and Twenty-Four Million (24,000,000) warrants to purchase
shares of the common stock of GenMed at an exercise price of $0.10 per share
(together, the “GenMed Shares,” and, together with the GMBV Shares, the
“Securities”). All of the Securities shall be restricted shares, and shall bear
appropriate legends as required by law. The securities shall be issued as
follows:
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Shareholder
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Common
Stock
|
|
Warrants
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||||
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Medical
Network Holding BV
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6,000,000
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3,000,000
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|||||
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Xxxxx
xx Xxxx
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6,000,000
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3,000,000
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|||||
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Xxxxxx
Xxxxxxxxx
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6,000,000
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3,000,000
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|||||
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Xxxxx
X. Xxxxxxx
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30,000,000
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15,000,000
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|||||
Section
1.2 Exchange.
On the
Closing Date, the Shareholders shall deliver to GenMed a certificate, registered
in the name of GenMed, representing 18,000 of registered capital shares of
GMBV,
and GenMed shall deliver to the Shareholders certificates, registered in the
name of the Shareholders, representing 48,000,000 shares GenMed common
stock.
Section
1.3 Closing.
The
closing of the transactions referred to in Section 1.1 hereof (the “Closing”)
shall take place as of the date hereof, or at such other time as the parties
may
agree upon. Such time and date are herein referred to as the “Closing Date.”
ARTICLE
II
REPRESENTATIONS
OF MATECH
GenMed
represents and warrants to the Shareholders as follows:
Section
2.1 GenMed
Shares.
All of
the shares of capital stock of GenMed have been duly authorized. The
GenMed Shares are free and clear of any liens or encumbrances of any type or
nature whatsoever, and GenMed has full right, power and authority to exchange
the GenMed Shares for GMBV shares without qualification.
Section
2.2. Corporate
Status.
GenMed
is a corporation duly incorporated, validly existing and in good standing under
the laws of the State of Nevada and is licensed or qualified as a foreign
corporation in all states in which the nature of their respective businesses
or
the character or ownership of their respective properties makes such licensing
or qualification necessary.
Section
2.3 Authorization
and Validity of Agreement.
GenMed
has full power and authority (corporate or otherwise) to execute and deliver
this Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by GenMed and, assuming the due execution of this Agreement by the
Shareholders, is a valid and binding obligation of GenMed, enforceable against
GenMed in accordance with its terms, except to the extent that its
enforceability may be subject to applicable bankruptcy, insolvency,
reorganization and similar laws affecting the enforcement of creditors' rights
generally and to general equitable principles.
Section
2.4 Consents
and Approvals; No Violations.
The
execution and delivery of this Agreement by GenMed and the consummation by
GenMed of the exchange of the Securities as contemplated herein and the other
transactions contemplated hereby (a) will not violate the provisions of the
Articles of Incorporation or bylaws of GenMed, (b) will not violate any statute,
rule, regulation, order or decree of any public body or authority by which
GenMed is bound or by which any of their respective properties or assets are
bound, and (c) will not result in a violation or breach of, conflict with,
constitute (with or without due notice or lapse of time or both) a default
(or
give rise to any right of termination, cancellation, payment or acceleration)
under, or result in the creation of any encumbrance upon any of the properties
or assets of GenMed under, any of the terms, conditions or provisions of any
note, bond, mortgage, indenture, license, franchise, permit, agreement, lease,
franchise agreement or any other instrument or obligation to which GenMed is
a
party, or by which they or any of its properties or assets may be bound.
ARTICLE
III
REPRESENTATIONS
OF THE SHAREHOLDERS
The
Shareholders represents and warrants to GenMed as follows:
Section
3.1 GMBV
Shares.
All of
the shares of capital stock of GMBV have been duly authorized. The
GMBV
Shares are free and clear of any liens or encumbrances of any type or nature
whatsoever, and GMBV has full right, power and authority to exchange the GMBV
Shares for GenMed shares without qualification. There are a total of 18,000
registered shares of GMBV, and such shares represent 100% of the outstanding
capital stock of GMBV.
Section
3.2. Corporate
Status.
GMBV is
a corporation duly incorporated, validly existing and in good standing under
the
laws of Holland and is licensed or qualified as a foreign corporation in all
states in which the nature of their respective businesses or the character
or
ownership of their respective properties makes such licensing or qualification
necessary.
Section
3.3 Authorization
and Validity of Agreement.
The
Shareholders have full power and authority (corporate or otherwise) to execute
and deliver this Agreement, to perform its obligations hereunder and to
consummate the transactions contemplated hereby. This Agreement has been duly
executed and delivered by The Shareholders and, assuming the due execution
of
this Agreement by The Shareholders, is a valid and binding obligation of The
Shareholders, enforceable against The Shareholders in accordance with its terms,
except to the extent that its enforceability may be subject to applicable
bankruptcy, insolvency, reorganization and similar laws affecting the
enforcement of creditors' rights generally and to general equitable
principles.
Section
3.4 Consents
and Approvals; No Violations.
The
execution and delivery of this Agreement by the Shareholders and the
consummation by the Shareholders of the exchange of the Securities as
contemplated herein and the other transactions contemplated hereby (a) will
not
violate the provisions of the Articles of Incorporation or bylaws of GMBV,
(b)
will not violate any statute, rule, regulation, order or decree of any public
body or authority by which the Shareholders are bound or by which any of their
respective properties or assets are bound, and (c) will not result in a
violation or breach of, conflict with, constitute (with or without due notice
or
lapse of time or both) a default (or give rise to any right of termination,
cancellation, payment or acceleration) under, or result in the creation of
any
encumbrance upon any of the properties or assets of the Shareholders under,
any
of the terms, conditions or provisions of any note, bond, mortgage, indenture,
license, franchise, permit, agreement, lease, franchise agreement or any other
instrument or obligation to which the Shareholders are a party, or by which
they
or any of its properties or assets may be bound.
ARTICLE
IV
INVESTMENT
AND PURCHASER REPRESENTATIONS
Section
4.1. Investment
Representations.
Each of
GenMed and the Shareholders (each, a “Purchaser” and herein referred to as
“Purchaser,” of the Issuer’s shares, and the Issuer herein being referred to as
“the “Company”) hereby represents and warrants to the other that:
(a) Purchaser
has such knowledge and experience in financial and business matters so as to
be
capable of evaluating and understanding, and has evaluated and understood,
the
merits and risks of an investment in the Company and the acquisition of
securities of the Company, and Purchaser has been given the opportunity to
(i)
obtain information and to examine all documents relating to the Company and
the
Company’s business, to (ii) ask questions of, and to receive answers from, the
Company concerning the Company, the Company’s business and the terms and
conditions of an investment in the Company, and to (iii) obtain any additional
information, to the extent the Company possesses such information or could
acquire such information without unreasonable effort or expense, necessary
to
verify the accuracy of any information previously furnished. All such questions
have been answered to Purchaser’s full satisfaction, and all information and
documents, records and books pertaining to an investment in the Company which
Purchaser has requested have been made available to Purchaser.
(b) Purchaser
is able to bear the substantial economic risks of Purchaser’s investment in the
Company and the purchase of securities of the Company in that, among other
factors, Purchaser can afford to hold securities of the Company for an
indefinite period and can afford a complete loss of Purchaser’s investment in
the Company.
(c) No
material adverse change in Purchaser’s financial condition has taken place
during the past twelve (12) months, and Purchaser will have sufficient liquidity
with respect to Purchaser’s net worth for an adequate period of time to provide
for Purchaser’s needs and contingencies.
(d) Purchaser
is relying on the representations and warranties contained herein, and on the
information provided by the Company with respect to an investment in the Company
and the acquisition of securities of the Company, and has neither received
nor
relied on any communication from any person or party other than the Company
with
respect to the Shares of such Company.
(e) Purchaser
recognizes that investments in the Company involve substantial risks in that,
among other factors: (i) successful operation of the Company depends on factors
beyond the control of the Company; (ii) an investment in the Company is a
speculative investment and involves a high degree of risk of loss; (iii) the
Company is engaged in an industry which is highly competitive and subject to
substantial risks relating to rapid technological change, fierce competition,
uncertain markets and an uncertain customer base; (iv) retention of key
employees is critical to the Company’s business; (v) the Company has a limited
amount of working capital available to it; and (vi) there may be no liquid
and
significant public market for securities of the Company acquired by Purchaser
hereunder and, accordingly, it may not be possible to liquidate an investment
in
the Company in case of immediate need of funds or any other emergency, if at
all. Purchaser has taken full cognizance of, and understands, such risks and
has
obtained sufficient information to evaluate the merits and risks of an
investment in the Company and the acquisition of securities of the
Company.
(f) Purchaser
confirms that none of the Company’s officers nor any of the Company’s agents
have made any warranties concerning an investment in the Company, including,
without limitation, any warranties concerning anticipated financial results,
or
the likelihood of success of the operations, of the Company, other than those
representations and warranties contained in this Agreement.
(g) Securities
of the Company are acquired by Purchaser for Purchaser’s own account, for
investment and not with a view to, or in connection with, any public offering
or
distribution of the same and without any present intention to sell the same
at
any particular event or circumstances. Purchaser has no agreement or other
arrangement with any person to sell, transfer or pledge any part of securities
of the Company which would guarantee Purchaser any profit or provide any
guarantee to Purchaser against any loss with respect to securities of the
Company.
(h) Purchaser
understands that no federal, state or other governmental agency of the United
States or any other territory or nation has passed on or made any recommendation
or endorsement of an investment in securities of the Company.
(i) Purchaser
understands that securities of the Company have not been registered under the
United States Securities Act of 1933, as amended (the “Act”) or applicable state
or other securities laws, and securities of the Company are offered and sold
under an exemption from registration provided by such laws and the rules and
regulations thereunder; further, Purchaser understands that the Company is
under
no obligation to register securities of the Company or to comply with any
applicable exemption under any applicable securities laws with respect to
securities of the Company. Purchaser must bear the economic risks of an
investment in the Company for an indefinite period of time because it is not
anticipated that there will be any market for securities of the Company and
because securities of the Company cannot be resold unless subsequently
registered under applicable securities laws or unless an exemption from such
registration is available. Purchaser also understands that the exemption
provided by Rule 144 under the Act may not be available because of the
conditions and limitations of such Rule, and that in the absence of the
availability of such Rule, any disposition by Purchaser of any portion of
securities of the Company may require compliance with some other exemption
under
the Act.
(j) Purchaser
has been informed that legends referring to the restrictions indicated herein
are placed on the certificate(s) evidencing securities of the Company held
by
Purchaser.
(k) Purchaser
agrees that the foregoing representations and warranties will survive the sale
of securities of the Company to Purchaser, as well as any investigation made
by
any party relying on same.
ARTICLE
V
SURVIVAL
OF REPRESENTATIONS
Section
5.1 Survival.
The
representations and warranties of Articles III and IV shall survive the
termination of this Agreement for a period of two years.
ARTICLE
VI
MISCELLANEOUS
Section
6.1 Expenses.
Except
as otherwise provided in this Agreement, each party to this Agreement will
bear
its respective fees and expenses incurred in connection with the preparation,
negotiation, execution and performance of this Agreement and the transactions
contemplated herein. If this Agreement is terminated, the obligation of each
party to pay its own fees and expenses will be subject to any rights of such
party arising from a breach of this Agreement by another party.
Section
6.2 Waiver;
Remedies Cumulative.
The
rights and remedies of the parties to this Agreement are cumulative and not
alternative. Neither any failure nor any delay by any party in exercising any
right, power or privilege under this Agreement or any of the documents referred
to in this Agreement will operate as a waiver of such right, power or privilege,
and no single or partial exercise of any such right, power or privilege will
preclude any other or further exercise of such right, power or privilege or
the
exercise of any other right, power or privilege. To the maximum extent permitted
by applicable law, (a) no claim or right arising out of this Agreement or any
of
the documents referred to in this Agreement can be discharged by one party,
in
whole or in part, by a waiver or renunciation of the claim or right unless
in
writing signed by the other party; (b) no waiver that may be given by a party
will be applicable except in the specific instance for which it is given; and
(c) no notice to or demand on one party will be deemed to be a waiver of any
obligation of that party or of the right of the party giving such notice or
demand to take further action without notice or demand as provided in this
Agreement or the documents referred to in this Agreement.
Section
6.3 Entire
Agreement and Modification.
This
Agreement supersedes all prior agreements, whether written or oral, between
the
parties with respect to its subject matter, and constitutes a complete and
exclusive statement of the terms of the agreement between the parties with
respect to its subject matter. This Agreement may not be amended, supplemented,
or otherwise modified except by a written agreement executed by the party to
be
charged with the amendment.
Section
6.4 Assignments,
Successors and No Third-Party Rights.
No
party may assign any of its rights or delegate any of its obligations under
this
Agreement without the prior written consent of the other parties. Subject to
the
preceding sentence, this Agreement will apply to, be binding in all respects
upon and inure to the benefit of the successors and permitted assigns of the
parties. Nothing expressed or referred to in this Agreement will be construed
to
give any Person other than the parties to this Agreement any legal or equitable
right, remedy or claim under or with respect to this Agreement or any provision
of this Agreement, except such rights as shall inure to a successor or permitted
assignee pursuant to this Section.
Section
6.5 Severability.
If any
provision of this Agreement is held invalid or unenforceable by any court of
competent jurisdiction, the other provisions of this Agreement will remain
in
full force and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to
the
extent not held invalid or unenforceable.
Section
6.6 Construction.
The
headings of Articles and Sections in this Agreement are provided for convenience
only and will not affect its construction or interpretation. All references
to
“Articles” and “Sections” refer to the corresponding Articles and Sections of
this Agreement.
Section
6.7 Time
of Essence.
With
regard to all dates and time periods set forth or referred to in this Agreement,
time is of the essence.
Section
6.8 Notices.
All
notices, consents, waivers and other communications required or permitted by
this Agreement shall be in writing and shall be deemed given to a party when
(a)
delivered to the appropriate address by hand or by nationally recognized
overnight courier service (costs prepaid); (b) sent by facsimile or e-mail
with
confirmation of transmission by the transmitting equipment, so long as such
facsimile or e-mail is followed by a copy sent by mail; or (c) received or
rejected by the addressee, if sent by certified mail, return receipt requested,
to such address, facsimile number, e-mail address or person as a party may
designate by notice to the other parties).
Section
6.9 Governing
Law; Consent to Jurisdiction.
(a) The
interpretation and construction of this Agreement, and all matters relating
hereto, shall be governed by the laws of the State of California applicable
to
contracts made and to be performed entirely within the State of
California.
(b)
Any
proceeding, action, litigation or claim (a “Proceeding”) arising out of or
relating to this Agreement or any of the transactions contemplated herein may
be
brought in the courts of the State of California, County of Los Angeles, City
of
Santa Xxxxxx, or, if it has or can acquire jurisdiction, in the United States
District Court for the Central District of California, and each of the parties
irrevocably submits to the exclusive jurisdiction of each such court in any
such
Proceeding, waives any objection it may now or hereafter have to venue or to
convenience of forum, agrees that all claims in respect of the Proceeding shall
be heard and determined only in any such court and agrees not to bring any
Proceeding arising out of or relating to this Agreement or any of the
transactions contemplated herein in any other court. The parties agree that
either or both of them may file a copy of this paragraph with any court as
written evidence of the knowing, voluntary and bargained agreement between
the
parties irrevocably to waive any objections to venue or to convenience of forum.
Each party hereto hereby consents to process being served in any such action
or
proceeding by the mailing of a copy thereof to the address set forth opposite
its name below and agrees that such service upon receipt shall constitute good
and sufficient service of process or notice thereof. Nothing in this paragraph
shall affect or eliminate any right to serve process in any other manner
permitted by law.
Section
6.10 WAIVER
OF JURY TRIAL.
THE
PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT
OF
OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH
WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR
AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY
PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE
CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT
JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. TO THE EXTENT THIS JURY WAIVER
IS NOT ENFORCEABLE, THEN ANY DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT
SHALL BE RESOLVED BY BINDING ARBITRATION CONDUCTED IN SANTA MONICA, CALIFORNIA
UNDER THE JAMS ARBITRATION RULES.
Section
6.11 Execution
of Agreement.
This
Agreement may be executed in one or more counterparts, each of which will be
deemed to be an original copy of this Agreement and all of which, when taken
together, will be deemed to constitute one and the same agreement. The exchange
of copies of this Agreement and of signature pages by facsimile transmission
shall constitute effective execution and delivery of this Agreement as to the
parties and may be used in lieu of the original Agreement for all purposes.
Signatures of the parties transmitted by facsimile shall be deemed to be their
original signatures for all purposes.
IN
WITNESS WHEREOF, each of the parties have caused this Stock Exchange Agreement
to be executed all as of the day and year first above written.
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By:
/s/ Xxx Piceni
Name:
Title:
Xxxxxx
Xxxxxxxxx
/s/
Xxxxxxx Xxxxxxxxx
Xxxxxx
Xxxxxxxxx
|
Medical
Network Holding BV
By:
/s/ Xxxxx
X. Xxxxxxx
Name:
Title:
|
|
Xxxxx
xx Xxxx
/s/
Xxxxx
xx Xxxx
Xxxxx
xx Xxxx
Xxxxx
X. Xxxxxxx
/s/
Xxxxx
X. Xxxxxxx
Xxxxx
X. Xxxxxxx
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