Superseder & Conversion Agreement
This Superseder & Conversion Agreement (the "Agreement") is made and
entered into by and among AmeriNet Xxxxx.xxx, Inc., a publicly held Delaware
corporation with a class of securities registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended ("AmeriNet" and the "Exchange Act,"
respectively); Vista Vacations International, Inc., a Florida corporation
("Vista Vacations"); and, Xxxxxx Xxxxxxx, a Washington resident ("Xx. Xxxxxxx"),
AmeriNet, Vista Vacations and Xx. Xxxxxxx being sometimes hereinafter
collectively referred to as the "Parties" or generically as a "Party").
Preamble:
WHEREAS, Xx. Xxxxxxx has in various documents and instruments been
described as both a creditor and investor of Vista Vacations, and in conjunction
with a proposed acquisition of Vista Vacations by AmeriNet, the status of Xx.
Xxxxxxx must be clearly established; and
WHEREAS, as a condition to AmeriNet's acquisition of Vista Vacations, Xx.
Xxxxxxx must be deemed solely a creditor of Vista Vacations and must irrevocably
agree to convert all debts, liabilities and obligations owed to her by Vista
Vacations into the right to receive 66,667 shares of AmeriNet's common stock;
and
WHEREAS, in order to induce AmeriNet to acquire Vista Vacations, Xx.
Xxxxxxx has agreed to irrevocably convert all of Vista Vacations' debts,
obligations and liabilities to her or her affiliates, including, without
limitation, loans aggregating at least $180,000, into the right to receive
66,667 shares of AmeriNet Common Stock:
NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable consideration,
the Parties, intending to be legally bound, hereby agree as follows:
Witnesseth:
Article I
Definitions
The following terms or phrases, as used in this Agreement, shall have
the following meanings:
(A) Accredited Investor:
An investor that meets the requirements for treatment as an accredited
investor, as defined in Rule 501(a) of Commission Regulation D, which
provides as follows:
Accredited investor. "Accredited investor" shall mean any person who
comes within any of the following categories, or who the issuer
reasonably believes comes within any of the following categories, at
the time of the sale of the securities to that person:
(1) Any bank as defined in section 3(a)(2) of the Act, or any savings
and loan association or other institution as defined in section
3(a)(5)(A) of the Act whether acting in its individual or
fiduciary capacity; any broker or dealer registered pursuant to
section 15 of the Securities Exchange Act of 1934; any insurance
company as defined in section 2(13) of the Act; any investment
company registered under the Investment Company Act of 1940 or a
business development company as defined in section 2(a)(48) of
that Act; Small Business Investment Company licensed by the U.S.
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Small Business Administration under section 301(c) or (d) of the
Small Business Investment Act of 1958; any plan established and
maintained by a state, its political subdivisions, or any agency
or instrumentality of a state or its political subdivisions for
the benefit of its employees, if such plan has total assets in
excess of $5,000,000; employee benefit plan within the meaning of
the Employee Retirement Income Security Act of 1974 if the
investment decision is made by a plan fiduciary, as defined in
section 3(21) of such Act, which is either a bank, savings and
loan association, insurance company, or registered investment
adviser, or if the employee benefit plan has total assets in
excess of $5,000,000 or, if a self-directed plan, with investment
decisions made solely by persons that are accredited investors;
(2) Any private business development company as defined in
section 202(a)(22) of the Investment Advisers Act of 1940;
(3) Any organization described in Section 501(c)(3) of the
Internal Revenue Code, corporation, Massachusetts or similar
business trust, or partnership, not formed for the specific
purpose of acquiring the securities offered, with total
assets in excess of $5,000,000;
(4) Any director, executive officer, or general partner of the
issuer of the securities being offered or sold, or any
director, executive officer, or general partner of a general
partner of that issuer;
(5) Any natural person whose individual net worth, or joint net
worth with that person's spouse, at the time of his purchase
exceeds $1,000,000;
(6) Any natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint
income with that person's spouse in excess of $300,000 in
each of those years and has a reasonable expectation of
reaching the same income level in the current year;
(7) Any trust, with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring the securities
offered, whose purchase is directed by a sophisticated
person as described in ss.230.506(b)(2)(ii); and
(8) Any entity in which all of the equity owners are accredited
investors.
(B) Commission: The United States Securities and Exchange Commission
(C) Exchange Act The Securities Exchange Act of 1934, as amended.
(D) Exchange Act Reports:
The reports on Commission Forms 10-SB, 10-KSB, 10-QSB and
8-K and Commission Schedules 14A and 14C, that AmeriNet is
required to file pursuant to Sections 13, 14, 15(d) and
12(g) of the Exchange Act.
(E) Washington Act: The Securities Act of Washington
(F) Washington Rule:
WAC Rule 460-44A-050: Isolated transactions, Sales not
involving a public offering:
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(1) An "isolated transaction" within the meaning of RCW 21.20.320(1)
includes:
(a) Subject to the limitation of (b) of this subsection, any sale of
an outstanding security by or on behalf of a person not in
control of the issuer or controlled by the issuer or under common
control with the issuer and not involving a distribution;
(b) Any sale satisfying the requirements of (a) of this subsection
that is effected through a broker-dealer, provided that it is one
of not more than three such transactions effected by or through
the broker-dealer in this state during the prior twelve months;
(c) Any sale of an outstanding security by or on behalf of a person
in control of the issuer or controlled by the issuer or under
common control with the issuer if the sale is effected pursuant
to:
(i) Brokers' transactions in accordance with section 4(4) of the
Securities Act of 1933 and Rule 144 thereunder; or
(ii) Any other transaction not effected through a broker-dealer
and not involving a distribution, if the sale, including any
other sales of securities of the same class during the prior
twelve months inside or outside this state by the person,
does not exceed 1% of the outstanding shares or units of
that class; or
(d) Any sale of a security by or on behalf of an issuer that is one of not
more than three such transactions inside or outside this state during
the prior twenty-four months.
An exemption provided by (a), (b), (c), or (d) of this subsection
shall not be available for any offering made in a manner inconsistent
with the limitations set forth in (a), (b), (c), or (d) of this
subsection, respectively.
(2) "Sales not involving a public offering," within the meaning of
RCW 21.20.320(1), is interpreted by the director in a manner
consistent with section 4(2) of the federal Securities Act of
1933 and Securities and Exchange Commission Act Release No. 4552.
(G) Reorganization Agreement
The agreement between AmeriNet and all of the stockholders of
Vista Vacations pursuant to which AmeriNet will acquire all of
Vista Vacation's common stock in exchange for shares of AmeriNet
common stock, a copy of which is annexed hereto and made a part
hereof as exhibit 1(F).
(H) Securities Act The Securities Act of 1933, as amended.
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Article II
Conversion
Subject to the condition precedent that Closing on the Reorganization
Agreement takes place on or before April 30, 2000:
(A) (1) Xx. Xxxxxxx hereby irrevocably agrees to convert all of
Vista Vacations' debts, obligations and liabilities to her or
her affiliates, including, without limitation, loans
aggregating at least $180,000, into the right to receive
66,667 shares of AmeriNet Common Stock (the "Xxxxxxx Shares").
(2) The conversion shall be effective without any further required
action or documentation by Xx. Xxxxxxx in the event that the
Reorganization Agreement is Closed upon prior to April 30,
2000.
(3) In the event that the Reorganization Agreement is not Closed
upon prior to April 30, 2000, then this Agreement shall be
deemed null and void, as if it had never been entered into,
and Xx. Xxxxxxx and Vista Vacations shall resume all
relationships and obligations between them, as existed prior
to the execution hereof.
(B) (1) In consideration for Xx. Xxxxxxx'x conversion of all of
Vista Vacations' debts, obligations and liabilities to her or
her affiliates, including, without limitation, loans
aggregating at least $180,000 into the Xxxxxxx Shares,
AmeriNet hereby agrees to issue the Xxxxxxx Shares to the
order of Xx. Xxxxxxx.
(2) In the event that the Reorganization Agreement is not Closed
upon prior to April 30, 2000, then this Agreement shall be
deemed null and void, as if it had never been entered into,
and Xx. Xxxxxxx and AmeriNet shall have no rights or
liabilities as to each other based on this Agreement or
matters incidental thereto.
(C) Subject to the condition precedent reflected above, the Xxxxxxx Shares
shall be issued to Xx. Xxxxxxx following closing on AmeriNet's
acquisition of Vista Vacations (the "Closing"), concurrently with the
issuance of shares of AmeriNet's common stock to the holders of Vista
Vacations' common stock immediately preceding the Closing, in reliance
on the exemption from registration under the Securities Act provided by
Section 4(6) thereof based on Xx. Xxxxxxx'x status as an Accredited
Investor.
(D) As a material inducement to AmeriNet's consideration of Xx. Xxxxxxx'x
offer to convert all of Vista Vacation's obligations, liabilities and
debts owed to her and her affiliates into the Xxxxxxx Stock, Xx.
Xxxxxxx represents, warrants and covenants to AmeriNet, as follows:
(1) Xx. Xxxxxxx is familiar with the requirements for treatment as an
"accredited investor" under Regulation D and Section 4(6) of the
Securities Act and meets one or more of the definitions of an
"accredited investor" contained in Rule 501(a) promulgated under
authority of Securities Act and has, alone or together with her
advisors or representatives, if any, such knowledge and
experience in financial matters that Xx. Xxxxxxx is capable of
evaluating the relative risks and merits of this subscription,
the text of Rule 501(a) being set forth, in full, above;
(2) Xx. Xxxxxxx acknowledges that she has, based on her own
substantial experience, the ability to evaluate the transactions
contemplated hereby and the merits and risks thereof in general
and the suitability of the transaction for her in particular;
(3) (a) Xx. Xxxxxxx understands that the offer and issuance of the
AmeriNet Stock is being made in reliance on Xx. Xxxxxxx'x
representation that she has reviewed all of AmeriNet's
reports filed with the Commission during the past 12 months
and posted on the Commission's Internet
232
web site (xxx.xxx.xxx) under the XXXXX Archives sub site,
and has become familiar with the information disclosed
therein, including that contained in exhibits filed with
such reports.
(b) Xx. Xxxxxxx is fully aware of the material risks associated
with becoming an investor in AmeriNet and confirms that she
was previously informed that all documents, records and
books pertaining to this investment have been available from
AmeriNet and that all docu ments, records and books
pertaining to this transaction requested by her have been
made available to her;
(4) Xx. Xxxxxxx has had an opportunity to ask questions of and
receive answers from the officers of AmeriNet concerning the
terms and conditions of this Agreement and the transactions
contemplated hereby, as well as the affairs of AmeriNet and
related matters;
(5) Xx. Xxxxxxx has had an opportunity to obtain additional
information necessary to verify the accuracy of the information
referred to in subparagraphs (a), (b), (c) and (d) hereof, as
well as to supplement the information in the Exchange Act
Reports.
(6) Xx. Xxxxxxx has represented to Vista Vacations that she has the
general ability to bear the risks of the subject transaction and
that she is a suitable investor for a private offering and Xx.
Xxxxxxx hereby affirms the correctness of such information to
AmeriNet, including, without limitation, the representations in
the form of the investment letter annexed hereto and made a part
hereof as exhibit 3(D)(6);
(7) Xx. Xxxxxxx acknowledges and is aware that:
(a) The AmeriNet Stock is a speculative investment with no
assurance that AmeriNet will be successful, or if
successful, that such success will result in payments to Xx.
Xxxxxxx or to realization of capital gains by Xx. Xxxxxxx on
disposition of the AmeriNet Stock; and
(b) The AmeriNet Stock to be issued to her has not been
registered under the Securities Act or under any state
securities laws, accordingly Xx. Xxxxxxx may have to hold
such common stock and may not be able to liquidate, pledge,
hypothecate, assign or transfer it;
(8) Xx. Xxxxxxx has obtained her own opinion from her legal counsel
to the effect that after an examination of the transactions
associated herewith and the applicable law, no action needs to be
taken by either Xx. Xxxxxxx or AmeriNet in conjunction with this
Agreement and the issuance of the AmeriNet Stock in conjunction
therewith, other than such actions as have already been taken in
order to comply with the securities law requirements of Xx.
Xxxxxxx'x state of domicile; and
(9) (a) The certificates for the AmeriNet Stock will bear
restrictive legends and AmeriNet's transfer agent will be
instructed not to transfer the subject securities unless
they have been registered pursuant to Section 6 of the
Securities Act or an opinion of counsel to Xx. Xxxxxxx
satisfactory to legal counsel to AmeriNet and AmeriNet's
president has been provided, to the effect that the proposed
transaction is exempt from registration requirements imposed
by the Securities Act, the Exchange Act and any applicable
state or foreign laws.
(b) The legend shall read as follows: "The securities
represented by this certificate were issued without
registration under the Securities Act of 1933, as amended,
or comparable state laws in reliance on the provisions of
Section 4(6) of such act, and comparable state law
provisions. These securities may not be transferred pledged
or hypothecated unless they are first registered under
applicable federal, state or foreign laws, or the
transaction is demonstrated to be exempt from such
requirements to AmeriNet's satisfaction."
233
Article III
Superseder
(A) The terms of this Agreement supersede the terms of all other agreements
between Vista Vacation and Xx. Xxxxxxx and her affiliates, all of which
will be henceforth null and void as if they had never been entered
into, this Agreement being deemed a novation, settlement accord and
satisfaction of all such prior agreements.
(B) In consideration for the exchange of covenants reflected above but
excepting only the obligations created by this Agreement, Vista
Vacations and Xx. Xxxxxxx hereby each release, discharge and forgive
the other, and each of the others' subsidiaries, affiliates, members,
officers, directors, partners, agents and employees from any and all
liabilities, whether current or inchoate, from the beginning of time
until the date of this Agreement.
Article IV
General Provisions
4.1 Interpretation.
(A) When a reference is made in this Agreement to Schedules or Exhibits,
such reference shall be to a Schedule or Exhibit to this Agreement
unless otherwise indicated.
(B) The words "include," "includes" and "including" when used herein shall
be deemed in each case to be followed by the words "without
limitation."
(C) The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of
this Agreement.
(D) The captions in this Agreement are for convenience and reference only
and in no way define, describe, extend or limit the scope of this
Agreement or the intent of any provisions hereof.
(E) All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the
Party or Parties, or their personal representatives, successors and
assigns may require.
(F) The Parties agree that they have been represented by counsel during the
negotiation and execution of this Agreement and, therefore, waive the
application of any law, regulation, holding or rule of construction
providing that ambiguities in an agreement or other document will be
construed against the party drafting such agreement or document.
4.2 Notice.
(A) All notices, demands or other communications given hereunder shall be
in writing and shall be deemed to have been duly given on the first
business day after mailing by United States registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:
234
(1) To AmeriNet:
AmeriNet Xxxxx.xxx, Inc.
Crystal Corporate Center;
0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000-X; Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx Xxxxxx Xxxxxx, President
Telephone (000) 000-0000, Fax (000) 000-0000;
and, e-mail xxxxxxx@xxxxxxxxxxxxx.xxx; with a copy to
G. Xxxxxxx Xxxxxxxxxx, Esquire; General Counsel
AmeriNet Xxxxx.xxx, Inc.
0000 Xxxxxxxxx 00xx Xxxxxxx; Xxxxx, Xxxxxxx
00000 Telephone (000) 000-0000, Fax (000) 000-0000; and,
e-mail, xxxxxxxx@xxxxxxxx.xxx.
(2) To Vista Vacations:
Vista Vacations International, Inc.
0000 Xxxxxxxxx 00xx Xxxxxx; Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxxx, President
Telephone (000) 000-0000; Fax (000) 000-0000;
e-mail xxxxx@xxxxxx.xxx; with a fax copy to
Xxxxx Xxxxx
000 Xxxxx Xxxx Xxxxxx; Xxx Xxxx, Xxx Xxxx
00000 Telephone (000) 000-0000; Fax (000) 000-0000; and,
e-mail xxxxxxxx@xxx.xxx
(3) Xx. Xxxxxxx:
Xx. Xxxxxx Xxxxxxx
000 Xxxx Xxxxx xxxx Xxxx; Xxxxx, Xxxxxxxxxx 00000
Social Security Number ###-##-####
Telephone (000) 000-0000; Fax (000) 000-0000
or such other address or to such other person as any Party shall
designate to the other for such purpose in the manner hereinafter set
forth.
(B) At the request of any Party, notice will also be provided by overnight
delivery, facsimile transmission or e-mail, provided that a
transmission receipt is retained.
(C) (1) The Parties acknowledge that the Yankee Companies, Inc., a
Florida corporation ("Yankees") serves as a strategic consultant
to AmeriNet and has acted as scrivener for the Parties in this
transaction but that Yankees is neither a law firm nor an agency
subject to any professional regulation or oversight.
(2) Yankees has advised all of the Parties to retain independent
legal and accounting counsel to review this Agreement and its
exhibits and incorporated materials on their behalf.
(3) The decision by any Party not to use the services of legal
counsel in conjunction with this transaction shall be solely at
their own risk, each Party acknowledging that applicable rules of
the Florida Bar prevent AmeriNet's general counsel, who has
reviewed, approved and caused modifications on behalf of
AmeriNet, from representing anyone other than AmeriNet in this
transaction.
235
4.3 Merger of All Prior Agreements Herein.
(A) This instrument, together with the instruments referred to herein, contains
all of the understandings and agreements of the Parties with respect to the
subject matter discussed herein.
(B) All prior agreements whether written or oral are merged herein and shall be
of no force or effect.
4.4 Survival.
The several representations, warranties and covenants of the Parties
contained herein shall survive the execution hereof and the Reorganization and
shall be effective regardless of any investigation that may have been made or
may be made by or on behalf of any Party.
4.5 Severability.
If any provision or any portion of any provision of this Agreement, other
than one of the conditions precedent or subsequent, or the application of such
provision or any portion thereof to any person or circumstance shall be held
invalid or unenforceable, the remaining portions of such provision and the
remaining provisions of this Agreement or the application of such provision or
portion of such provision as is held invalid or unenforceable to persons or
circumstances other than those to which it is held invalid or unenforceable,
shall not be affected thereby.
4.6 Governing Law.
This Agreement shall be construed in accordance with the substantive and
procedural laws of the State of Delaware (other than those regulating Taxation
and choice of law).
4.7 Indemnification.
(A) Each Party hereby irrevocably agrees to indemnify and hold the other
Parties harmless from any and all liabilities and damages (including
legal or other expenses incidental thereto), contingent, current, or
inchoate to which they or any one of them may become subject as a
direct, indirect or incidental consequence of any action by the
indemnifying Party or as a consequence of the failure of the
indemnifying Party to act, whether pursuant to requirements of this
Agreement or otherwise.
(B) In the event it becomes necessary to enforce this indemnity through an
attorney, with or without litigation, the successful Party shall be
entitled to recover from the indemnifying Party, all costs incurred
including reasonable attorneys' fees throughout any negotiations,
trials or appeals, whether or not any suit is instituted.
4.8 Dispute Resolution.
(A) In any action between the Parties to enforce any of the terms of this
Agreement or any other matter arising from this Agreement any
proceedings pertaining directly or indirectly to the rights or
obligations of the Parties hereunder shall, to the extent legally
permitted, be held in Broward County, Florida, and the prevailing Party
shall be entitled to recover its costs and expenses, including
reasonable attorneys' fees up to and including all negotiations, trials
and appeals, whether or not any formal proceedings are initiated.
(B) In the event of any dispute arising under this Agreement, or the
negotiation thereof or inducements to enter into the Agreement, the
dispute shall, at the request of any Party, be exclusively resolved
through the following procedures:
236
(1) (a) First, the issue shall be submitted to mediation before a
mediation service in Broward County, Florida to be selected
by lot from six alternatives to be provided, two by Xx.
Xxxxxx, two by AmeriNet and two by Vista Vacations.
(b) The mediation efforts shall be concluded within ten business
days after their initiation unless the Parties unanimously
agree to an extended mediation period;
(2) In the event that mediation does not lead to a resolution of
the dispute then at the request of any Party, the Parties
shall submit the dispute to binding arbitration before an
arbitration service located in Broward County, Florida to be
selected by lot, from six alternatives to be provided, two by
Xx. Xxxxxx, two by AmeriNet and two by Vista Vacations.
(3) (a) Expenses of mediation shall be borne equally by the Parties,
if successful.
(b) Expenses of mediation, if unsuccessful and of arbitration
shall be borne by the Party or Parties against whom the
arbitration decision is rendered.
(c) If the terms of the arbitral award do not establish a
prevailing Party, then the expenses of unsuccessful
mediation and arbitration shall be borne equally by the
Parties involved.
4.9 Benefit of Agreement.
The terms and provisions of this Agreement shall be binding upon and inure
to the benefit of the Parties, their successors, assigns, personal
representatives, estate, heirs and legatees but are not intended to confer upon
any other person any rights or remedies hereunder.
4.10 Further Assurances.
The Parties agree to do, execute, acknowledge and deliver or cause to be
done, executed, acknowledged or delivered and to perform all such acts and
deliver all such deeds, assignments, transfers, conveyances, powers of attorney,
assurances, stock certificates and other documents, as may, from time to time,
be required herein to effect the intent and purpose of this Agreement.
4.11 Counterparts.
(A) This Agreement may be executed in any number of counterparts.
(B) All executed counterparts shall constitute one Agreement
notwithstanding that all signatories are not signatories to the
original or the same counterpart.
(C) Execution by exchange of facsimile transmission shall be deemed legally
sufficient to bind the signatory; however, the Parties shall, for
aesthetic purposes, prepare a fully executed original version of this
Agreement which shall be the document filed with the Commission.
4.12 License.
(A) This form of agreement is the property of Yankees and has been customized
for this transaction with the consent of Yankees by G. Xxxxxxx Xxxxxxxxxx,
Esquire, AmeriNet's acting general counsel.
(B) The use of this form of agreement by the Parties is authorized hereby
solely for purposes of this transaction.
237
(C) The use of this form of agreement or of any derivation thereof without
Yankees' prior written permission is prohibited.
In Witness Whereof, AmeriNet, Vista Vacations and Xx. Xxxxxxx have caused
this Agreement to be executed by themselves or their duly authorized respective
officers, all as of the last date set forth below:
Signed, sealed and delivered
In Our Presence:
AmeriNet Xxxxx.xxx, Inc.
_________________________________ (A Delaware corporation)
_________________________________ By: /s/ Xxxxxxx X. Xxxxxx
_____________________________
Xxxxxxx X. Xxxxxx, President
(Corporate Seal)
Attest: /s/ Xxxxxxx X. Xxxxxxx
_____________________________
Xxxxxxx X. Xxxxxxx, Secretary
Dated: March 12, 2000
State of Florida }
County of Palm Beach } ss.:
On this 12th day of March, 2000, before me, a notary public in and for
the county and state aforesaid, personally appeared Xxxxxxx X. Xxxxxx and
Xxxxxxx X. Xxxxxxx, to me known, and known to me to be the president and
secretary of AmeriNet Xxxxx.xxx, Inc., the above-described corporation, and to
me known to be the persons who executed the foregoing instrument, and
acknowledged the execution thereof to be their free act and deed, and the free
act and deed of AmeriNet Xxxxx.xxx, Inc., for the uses and purposes therein
mentioned.
In witness whereof, I have hereunto set my hand and affixed my notarial
seal the day and year in this certificate first above written. My commission
expires the 26 day of April, 2004.
{Seal}
/s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Notary Public
238
Vista Vacations International, Inc.
_________________________________ (a Florida corporation)
_________________________________ By: /s/ Xxxx Xxxxxx
_____________________________
Xxxx Xxxxxx, President
(Corporate Seal)
Attest: /s/ Xxxxxx Xxxxxxxxx
_____________________________
Xxxxxx Xxxxxxxxx, Secretary
Dated: March 12, 2000
State of Florida }
County of Broward } ss.:
On this 12th day of March, 2000, before me, a notary public in and for
the county and state aforesaid, personally appeared Xxxx Xxxxxx and Xxxxxx
Xxxxxxxxx, to me known, and known to me to be the president and secretary of
Vista Vacations International, Inc., the above-described corporation, and to me
known to be the persons who executed the foregoing instrument, and acknowledged
the execution thereof to be their free act and deed, and the free act and deed
of Vista Vacations International, Inc., for the uses and purposes therein
mentioned.
In witness whereof, I have hereunto set my hand and affixed my notarial
seal the day and year in this certificate first above written. My commission
expires the 26 day of April, 2004.
(Seal) /s/ Xxxxxx X. Xxxxxxx
----------------------------
Notary Public
---------------------------------
/s/ Xxxxxx Xxxxxxx
--------------------------------- ---------------------------
Xxxxxx Xxxxxxx
Dated: March 12, 2000
State of California }
County of Riverside } ss.:
On this 13th day of March, 2000, before me, a notary public in and for
the county and state aforesaid, personally appeared Xxxxxx Xxxxxxx, to me known,
and known to me to be the person who executed the foregoing instrument, and
acknowledged the execution thereof to be her free act and deed for the uses and
purposes therein mentioned.
In witness whereof, I have hereunto set my hand and affixed my notarial
seal the day and year in this certificate first above written. My commission
expires the 26 day of September, 2002.
(Seal) /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Notary Public
239
Exhibit 1(F)
The Reorganization Agreement
This exhibit has been provided to Xx. Xxxxxxx under separate cover, and
by her initials on the bottom of this page, such receipt is hereby acknowledged.
Exhibit 3(D)(6)
Xx. Xxxxxxx'x Investment Letter
March 12, 2000
Xxxxxxx Xxxxxx Xxxxxx
President
AmeriNet Xxxxx.xxx, Inc.
Crystal Corporate Center
0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000-X
Xxxx Xxxxx, Xxxxxxx 00000
Re.: Conversion of Vista Vacation Obligations for AmeriNet Securities
Dear Sir:
I hereby certify and warrant that I am relinquishing all rights to
repayment of $180,000, together with accrued interest, as well as all rights
under liabilities, debts and obligations owed to me and my affiliates by Vista
Vacations, Inc., a Florida corporation ("Vista Vacations") that AmeriNet is
acquiring concurrently with the execution of this letter, and the superseder and
conversion agreement to which this letter is an exhibit (the "Agreement"), in
consideration for the issuance to me of 66,667 shares of AmeriNet Common Stock
(the "AmeriNet Stock,"). I hereby certify under penalty of perjury that upon
receipt of the AmeriNet Stock, I will be acquiring it for my own account for
investment purposes without any intention of selling or distributing all or any
part thereof. I represent and warrant that I qualify as an accredited investor
(as that term is defined in rule 501(a) of Regulation D promulgated under
authority of the Securities Act of 1933, as amended [the "Securities Act"]) and
that I am sophisticated in financial affairs, or have relied on the advice of
someone sophisticated in financial affairs, and I able to bear the economic
risks of this investment and I do not have any reason to anticipate any change
in my circumstances, financial or otherwise, nor any other particular occasion
or event which should cause me to sell or distribute, or necessitate or require
my sale or distribution of the AmeriNet Stock. No one other than me has any
beneficial interest in the AmeriNet Stock.
I further certify that I have consulted with my own legal counsel who,
after having been apprized by me of all the material facts surrounding this
transaction, opined to me, for the benefit of AmeriNet, that this transaction
was being effected in full compliance with the applicable securities laws of my
state of domicile, based on the exemption provided by Rule 460-44A-050
promulgated under authority of Section 21.20.320(1) of the Securities Act of
Washington.
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I agree that I will in no event sell or distribute any of the AmeriNet
Stock unless in the opinion of AmeriNet's counsel (based on an opinion of my
legal counsel) the AmeriNet Stock may be legally sold without registration under
the Securities Act, and/or registration and/or other qualification under
then-applicable State and/or Federal statutes, or the AmeriNet Stock shall have
been so registered and/or qualified and an appropriate prospectus, shall then be
in effect.
I am fully aware that the AmeriNet Stock is being offered and issued by
AmeriNet to me in reliance on the exemption provided by Section 4(6) or the
Securities Act which exempts the sale of securities by an issuer solely to
accredited investors, based on my certifications and warranties.
In connection with the foregoing, I consent to AmeriNet's legending my
certificates representing the AmeriNet Stock to indicate my investment intent
and the restriction on transfer contemplated hereby and to AmeriNet's placing a
"stop transfer" order against the AmeriNet Stock in AmeriNet's securities
transfer books until the conditions set forth herein shall have been met.
I acknowledge by my execution hereof that I have had access to
AmeriNet's Exchange Act Reports, books, records and properties, and have
inspected the same to my full and complete satisfaction prior to my acquisition
of the AmeriNet Stock. I represent and warrant that because of my experience
in business and investments, I am competent to make an informed investment
decision with respect thereto on the basisof my inspection of AmeriNet's records
and my questioning of AmeriNet's officers.
I further certify that my domicile is located at the address set forth
in the Agreement.
Very truly yours,
/s/ Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
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