EXHIBIT 2.1
STOCK EXCHANGE AGREEMENT
THIS STOCK EXCHANGE AGREEMENT (the "Agreement") is made and entered
into this 27th day of August, 2002 by and among Assure Energy, Inc., a Delaware
corporation with its principal place of business at 000-0xx Xxxxxx, Xxxxx 0000,
Xxxxxxx, Xxxxxxx X0X 0X0 ("Assure"); Xxxxxxxx.xxx International Inc., a Delaware
corporation with its principal place of business at 000-0xx Xxxxxx, Xxxxx 0000,
Xxxxxxx, Xxxxxxx X0X 0X0 ("Inventoy"); and the Assure shareholders listed on
Schedule A attached hereto and made a part hereof (singly and collectively
referred to herein as the "Shareholders").
PREAMBLE
WHEREAS, Assure, through its operating subsidiaries Assure Oil & Gas
Corp. and Westerra 2000 Inc., is primarily engaged in the exploration,
development, and acquisition of petroleum and gas properties primarily located
in Western Canada; and
WHEREAS, Assure has an inactive subsidiary, Inventoy, that owns
patents, trademarks, tradenames, technical processes, know how and other
intellectual property, including twenty seven toy designs intended to be
utilized in a business involving the licensing of toy designs to manufacturers
and the acting as a toy inventor's agent in licensing toy designs developed by
others (collectively the "Inventoy Assets"); and
WHEREAS, Assure intends to further develop and expand its oil and gas
operations and has no present intention to commence toy business operations
through Inventoy; and
WHEREAS, Inventoy has authorized capital stock consisting of 1,000
shares of common stock, $.001 par value per share, 100 of which shares are
issued and outstanding and owned by Assure (the "Inventoy Shares"); and
WHEREAS, the Shareholders include certain founders of Assure and
certain present and former officers, directors and principal shareholders of
Assure that contributed the Inventoy Assets to Assure upon its formation that
were subsequently transferred by Assure to Inventoy; and
WHEREAS, the Shareholders desire to reacquire such Inventoy Assets by
way of their acquisition of the Inventoy Shares in exchange for all of their
common stock of Assure, consisting of an aggregate of 14,440,000 shares; and
WHEREAS, Assure similarly desires to make such exchange.
NOW, THEREFORE, in consideration of the premises, and of the promises,
covenants and conditions contained herein, the parties intending to be legally
bound, hereby agree as follows:
WITNESSETH:
ARTICLE 1
EXCHANGE OF SHARES
Subject to the hereinafter described conditions, Assure hereby agrees
to transfer and deliver the Inventoy Shares to the Shareholders in exchange for
all of the shares of Assure common stock owned by the Shareholders (the "Assure
Shares"), consisting of an aggregate of fourteen million four hundred forty
thousand (14,440,000) shares.
ARTICLE 2
CLOSING
The exchange of the Inventoy Shares for the Assure Shares (the "Share
Exchange") shall take place at the offices of Xxxxxx Xxxxxxxxxx & Xxxxxxxx, LLP,
000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as the parties
may mutually agree (the "Closing"). The Closing shall take place upon the
execution of this Agreement. The date on which the Closing occurs is referred to
herein at the Closing Date. At the Closing:
(a) The Shareholders shall tender to Assure certificates representing
all of the Assure Shares, duly executed and in proper form for transfer to
Assure, together with such executed consents, powers of attorney, stock powers
and other items as shall be required to convey such stock to Assure, in
compliance with all applicable laws; and
(b) Assure shall tender to the Shareholders, certificates representing
all of the Inventoy Shares and such other items as shall be required to convey
such stock to the Shareholders in compliance with all applicable laws.
ARTICLE 3
EXEMPTION FROM REGISTRATION
(a) The Shareholders hereby represent, warrant, covenant and
acknowledge that:
(1) The Inventoy Shares are being issued to them without
registration under the provisions of Section 5 of the Securities Act of
1933, as amended (the "Act"), pursuant to exemptions provided pursuant
to Sections 4(1) and 4(2) thereof;
(2) There is no present market for the Inventoy Shares and
that all of the certificates for the Inventoy Shares will bear legends
restricting their transfer, sale, conveyance or hypothecation, unless
such Inventoy Shares are either registered under the provisions of
Section 5 of the Act and under applicable state securities laws, or an
opinion of legal counsel, in form and substance satisfactory to legal
counsel to Inventoy, is provided certifying that such registration is
not required as a result of applicable exemptions therefrom;
(3) The Shareholders are acquiring the Inventoy Shares for
investment purposes only, and not with a view to further sale or
distribution; and
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(4) The Shareholders, by reason of their past and present
affiliations with Assure and Inventoy, are fully aware of the
operations and financial conditions of such entities. Further, the
Shareholders have full access to all reports filed by Assure with the
Securities and Exchange Commission and have examined all of Assure's
and Inventoy's books, records and financial statements and fully and
completely questioned Assure's and Inventoy's officers and directors to
their satisfaction as to all matters they deemed pertinent.
(b) Assure hereby represents, warrants, covenants and acknowledges
that:
(1) The Assure Shares are being transferred to it without
registration under the provisions of Section 5 of the Act pursuant to
exemptions provided pursuant to Sections 4(1) and 4(2) thereof; and
(2) Assure is acquiring the Assure Shares for the purpose of
cancelling them and returning them to the status of authorized but
unissued shares.
ARTICLE 4
REPRESENTATIONS, WARRANTIES AND
COVENANTS OF ASSURE AND INVENTOY
Assure and Inventoy hereby represent and warrant to the Shareholders as
follows:
(a) Inventoy is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Delaware, and both Assure and
Inventoy have the legal capacity and all necessary corporate authority to enter
into and perform this Agreement and to consummate the transactions contemplated
hereby;
(b) At the Closing, Inventoy shall have good and marketable title to
all of its assets free and clear of all liens, claims, charges, and any other
encumbrances.
(c) At the Closing, Inventoy shall have no liabilities.
(d) The Inventoy Shares represent all of Inventoy's issued and
outstanding capital stock. At the Closing, Inventoy shall have no outstanding
subscriptions, options, warrants, or other convertible securities that could
result in an obligation to issue additional capital stock of Inventoy;
(e) This Agreement has been duly authorized, executed and delivered by
Assure and Inventoy and constitutes a legal, valid and binding obligation of
Assure and Inventoy, enforceable against Assure and Inventoy in accordance with
its terms;
(f) The execution and delivery of this Agreement and the performance of
the obligations imposed hereunder will not conflict with, or result in a breach
by Assure or Inventoy of, any of the terms or provisions of, or constitute a
default under the certificate of incorporation or bylaws of Assure or Inventoy,
or any material agreement or instrument to which Assure or Inventoy is a party,
or by which they or any of their properties or assets are bound, or result in a
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violation of any order, decree, or judgment of any court or governmental agency
having jurisdiction over Assure or Inventoy or Assure or Inventoy's properties,
will not conflict with, constitute a default under, or result in the breach of,
any contract, agreement, or other instrument to which Assure or Inventoy is a
party or is otherwise bound and no consent, authorization or order of, or filing
or registration with, any court, governmental, or regulatory authority is
required in connection with the execution and delivery of this Agreement and any
related agreements or the performance by Assure or Inventoy of their obligations
hereunder;
(g) There is no litigation or proceeding pending or, to the best
knowledge of Assure and Inventoy, threatened, against Inventoy or the properties
of Inventoy, which would have any effect on the validity or performance of this
Agreement;
(h) Inventoy has filed with the appropriate governmental agencies all
tax returns and tax reports required to be filed; all Federal, state and local
income, franchise, sales, use, occupation or other taxes due have been fully
paid or adequately reserved for; and Inventoy is not a party to any action or
proceeding by any governmental authority for assessment or collection of taxes,
nor has any claim for assessments been asserted against Inventoy;
(i) There are presently no contingent liabilities, factual
circumstances, threatened or pending litigations, contractually assumed
obligations or unasserted possible claims which are known to Assure or Inventoy,
which might result in a material adverse change in the future financial
condition or operations of Inventoy;
(j) No transactions have been entered into either by or on behalf of
Inventoy, other than in the ordinary course of business nor have any acts been
performed (including within the definition of the term performed the failure to
perform any required acts) which would adversely affect the good will of
Inventoy, nor will any such transactions be entered into prior to the Closing;
and
(k) Assure owns the Inventoy Shares free and clear of all liens,
claims, charges, preemptive rights, and any other encumbrances and shall deliver
the Inventoy Shares to the Shareholders at Closing free and clear of all liens,
claims, charges, preemptive rights, and any other encumbrances.
ARTICLE 5
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE SHAREHOLDERS
The Shareholders hereby represent and warrant to Assure as follows:
(a) The Shareholders have all necessary authority to enter into and
perform this Agreement and to consummate the transactions contemplated hereby;
(b) This Agreement has been duly authorized, executed and delivered by
the Shareholders and constitutes a legal, valid and binding obligation of the
Shareholders, enforceable against the Shareholders in accordance with its terms;
and
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(c) The execution and delivery of this Agreement and the performance of
the obligations imposed hereunder will not conflict with, or result in a breach
by the Shareholders of, any of the terms or provisions of, or constitute a
default under any material agreement or instrument to which the Shareholders are
a party, or by which any of their properties or assets are bound, or result in a
violation of any order, decree, or judgment of any court or governmental agency
having jurisdiction over the Shareholders or their respective properties, will
not conflict with, constitute a default under, or result in the breach of, any
contract, agreement, or other instrument to which the Shareholders are a party
or are otherwise bound and no consent, authorization or order of, or filing or
registration with, any court, governmental, or regulatory authority is required
in connection with the execution and delivery of this Agreement and any related
agreements or the performance by the Shareholders of their obligations
hereunder.
ARTICLE 6
NOTICE
All notices, demands or other communications given hereunder shall be
in writing and shall be deemed to have been duly given when received if sent by
fax or overnight courier, and if mailed shall be deemed to have been given on
the first business day after mailing by United States registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:
To Assure: Assure Energy, Inc.
000 0xx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to: Xxxxxx Xxxxxxxxxx & Xxxxxxxx, LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
To The Shareholders: x/x Xx Xxxxxx
0000 Xxxxxxxxx Xxxxx (Xxx. X0000)
Xxxx Xxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
ARTICLE 7
MISCELLANEOUS
(a) Each of Assure, Inventoy and the Shareholders agrees to take such
actions as are reasonably necessary to carry out the intentions of the parties
under this Agreement, including but not limited to the prompt execution and
delivery of any documents reasonably necessary to carry out and perform the
terms or intention of this Agreement.
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(b) All costs and expenses incurred in connection with this Agreement
and the transactions contemplated hereby shall be paid by the party incurring
such costs or expenses, unless otherwise agreed.
(c) This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflicts of laws of
principles and each party hereby agrees that all performances due and
transactions undertaken pursuant to this Agreement shall be deemed to be due or
have occurred in New York, and the exclusive venue and place of jurisdiction for
any litigation arising from or related to this Agreement shall be the state or
federal courts located in the State and County of New York.
(d) The headings used in this Agreement are for convenience only, do
not form a part of this Agreement, and shall not affect in any way the meaning
or interpretation of this Agreement.
(e) This Agreement may be executed in one or more counterparts which
when taken together shall constitute one agreement.
(f) This Agreement is intended for the benefit of the parties hereto
and is not for the benefit of, nor may any provisions hereof be enforced by any
other person, firm or entity.
(g) This Agreement may be amended, modified and supplemented in writing
only by the mutual consent of the parties hereto.
(h) This Agreement and all of the provisions hereof shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns, but neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any of the
parties hereto without the prior written consent of the other parties, and any
attempts to do so without the consent of the other parties shall be void and of
no effect.
(i) In the event any party breaches the terms of this Agreement, the
non-breaching parties shall be entitled to the recovery of their attorney's fees
and other professional costs and fees incurred in enforcing their rights
hereunder.
(j) This writing constitutes the entire agreement and understanding
between the parties hereto with respect to the subject matter contained herein.
Neither party is relying on any representation or statement not contained in
this writing. This Agreement supercedes and cancels any prior agreements
relating to the subject matter contained herein.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.
ASSURE ENERGY, INC.
By: /s/Xxxxx X. Xxxxx
-------------------------------
Name: Xxxxx X. Xxxxx
Title: President
XXXXXXXX.XXX INTERNATIONAL INC.
By: /s/Xxxxxxx Xxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxx
Title: Secretary
THE SHAREHOLDERS:
Xxxxxx Design Group
By: /s/Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
Title: Partner
/s/Xxxxxxx Xxxxxx
------------------------------------
Xxxxxxx Xxxxxx
/s/Xx Xxxxxx
------------------------------------
Xx Xxxxxx
/s/Xxx Beit Halachmy
------------------------------------
Xxx Beit-Halachmy
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SCHEDULE A
LIST OF SHAREHOLDERS
NUMBER OF ASSURE
NAME SHARES OWNED
(A)Xxxxxx Design Group 12,000,000
Xxxxxxx Xxxxxx 1,200,000
Xx Xxxxxx 1,200,000
Xxx Beit-Halachmy 40,000
A-1
