THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED
UNDER ANY STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM
IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE
ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
AGREEMENT FOR THE EXCHANGE OF COMMON STOCK
AGREEMENT made this 12th day of March, 2003, by and among Aquentium,
Inc., a Delaware corporation, (the "Company"), and Alpha Solarco, Inc. ("The
Issuer"), a Colorado corporation.
In consideration of the mutual promises, covenants, and representations
contained herein, and other good and valuable consideration,
THE PARTIES HERETO AGREE AS FOLLOWS:
1. EXCHANGE OF SECURITIES. Subject to the terms and conditions of
this Agreement, the Issuer agrees to issue to the Company, 500,000 ten dollar
convertible preferred shares for the purchase of a 100% interest in Fiber
Application Systems Technologies, Ltd. ("Fiber") such that Fiber shall become
a wholly owned subsidiary of the Issuer. Upon completion of the transaction,
the Issuer will change its name to Fiber Application Systems Technologies,
Ltd.
2. REPRESENTATIONS AND WARRANTIES. Issuer represents and warrants
to FT the following:
i. Organization. Issuer is a corporation duly organized, validly
existing, and in good standing under the laws of Colorado, and has all
necessary corporate powers to own properties and carry on a business, and is
duly qualified to do business and is in good standing in Colorado. All actions
taken by the Incorporators, directors and shareholders of Issuer have been
valid and in accordance with the laws of the State of Colorado.
ii. Capital. The authorized capital stock of Issuer consists of
100,000,000 common shares of which, prior to the issuance of shares hereunder,
and at closing, there will be 30,008,000 shares issued and outstanding, and
10,000,000 preferred shares of which 500,000 will be outstanding. All such
outstanding shares shall be fully paid and non assessable, free of liens,
encumbrances, options, restrictions and legal or equitable rights of others
not a party to this Agreement. At closing, there will be no outstanding
subscriptions, options, rights, warrants, convertible securities, or other
agreements or commitments obligating Issuer to issue or to transfer from
treasury any additional shares of its capital stock. None of the outstanding
shares of Issuer are subject to any stock restriction agreements. All of the
shareholders of Issuer have valid title to such shares and acquired their
shares in a lawful transaction and in accordance with the laws of Colorado.
iii. Pink Sheet Listing. The Issuer is a reporting company that is
not current in its SEC filings but is listed for trading on the National
Quotation Bureau Electronic Pink Sheets with the following trading symbol:
ARSL. The Issuer does not have any class of securities registered under the
Securities Act of 1933 nor the Securities Exchange Act of 1934.
iv. Assets and Liabilities. Issuer does not have any debt,
liability, or obligation of any nature, whether accrued, absolute, contingent,
or otherwise, and whether due or to become due, that is not eflected on the
Issuer's financial statement. Issuer is not aware of any pending, threatened
or asserted claims, lawsuits or contingencies involving Issuer or its common
stock. There is no dispute of any kind between Issuer and any third party, and
no such dispute will exist at the closing of this Agreement. At closing,
Issuer will be free from any and all liabilities, liens, claims and/or
commitments.
v. Ability to Carry Out Obligations. Issuer has the right, power,
and authority to enter into and perform its obligations under this Agreement.
The execution and delivery of this Agreement by Issuer and the performance by
Issuer of its obligations hereunder will not cause, constitute, or conflict
with or result in (a) any breach or violation or any of the provisions of or
constitute a default under any license, indenture, mortgage, charter,
instrument, articles of incorporation, bylaw, or other agreement or instrument
to which Issuer or its shareholders are a party, or by which they may be
bound, nor will any consents or authorizations of any party other than those
hereto be required, (b) an event that would cause Issuer to be liable to any
party, or (c) an event that would result in the creation or imposition or any
lien, charge or encumbrance on any asset of Issuer or upon the securities of
Issuer to be acquired hereby.
vi. Full Disclosure. None of representations and warranties made
by the Issuer, or in any certificate or memorandum furnished or to be
furnished by the Issuer, contains or will contain any untrue statement of a
material fact, or omit any material fact the omission of which would be
misleading.
vii. Contract and Leases. Issuer is not currently carrying on any
business and is not a party to any contract, agreement or lease. No person
holds a power of attorney from Issuer.
viii. Compliance with Laws. To the best of its knowledge, Issuer
has complied with, and is not in violation of any federal, state, or local
statute, law, and/or regulation.
ix. Litigation. Issuer is not (and has not been) a party to any
suit, action, arbitration, or legal, administrative, or other proceeding, or
pending governmental investigation. To the best knowledge of the Issuer, there
is no basis for any such action or proceeding and no such action or proceeding
is threatened against Issuer and Issuer is not subject to or in default with
Respect to any order, writ, injunction, or decree of any federal, state,
local, or foreign court, department, agency, or instrumentality.
x. Conduct of Business. Prior to the closing, Issuer shall
conduct its business in the normal course, and shall not (1) sell, pledge, or
assign any assets (2) amend its Articles of Incorporation or Bylaws, (3)
declare dividends, redeem or sell stock or other securities, (4) incur any
liabilities, (5) acquire or dispose of any assets, enter into any contract,
guarantee obligations of any third party, or (6) enter into any other
transaction.
xi. Corporate Documents. Copies of each of the following
documents, which are true complete and correct in all material respects, will
be attached to and made a part of this Agreement:
(1) Articles of Incorporation;
(2) Bylaws;
(2) Minutes of Shareholders Meetings;
(3) Minutes of Directors Meetings;
xii. Documents. All minutes, consents or other documents
pertaining to Issuer to be delivered at closing shall be valid and in
accordance with the laws of Colorado.
xiii. Title. The Shares to be issued pursuant to this Agreement
will be, at closing, free and clear of all liens, security interests, pledges,
charges, claims, encumbrances and restrictions of any kind. None of such
Shares are or will be subject to any voting trust or agreement. No person
holds or has the right to receive any proxy or similar instrument with respect
to such shares, except as provided in this Agreement, the Issuer is not a
party to any agreement which offers or grants to any person the right to
purchase or acquire any of the securities to be issued pursuant to this
Agreement. There is no applicable local, state or federal law, rule,
regulation, or decree which would, as a result of the issuance of the Shares,
impair, restrict or delay any voting rights with respect to the Shares.
3. The Company represents and warrants to Issuer the following:
i. Organization. Fiber is a corporation duly organized, validly
existing, and in good standing under the laws of Ontario and has all the
necessary corporate powers to own properties and carry on a business, and is
duly qualified to do business and is in good standing in Ontario.
ii. Counsel. Fiber represents and warrants that prior to Closing,
it has been represented by independent counsel.
4. INVESTMENT INTENT. The Company is acquiring the Shares for its own
account for purposes of investment and without expectation, desire, or need
for resale and not with the view toward distribution, resale, subdivision, or
fractionalization of the Shares. Preferred shares held by Company shall
convert into a minimum of four million shares of common or five million
dollars of common of the Issuer. Preferred shares shall pay an 8% dividend
annually based on a valuation of five million dollars. Issuer reserves the
right to pay dividends in common shares to the Company. The shares shall not
be callable by the Issuer. However, Company must convert into common shares
within five years from date of signing this agreement.
5. CLOSING. The closing of this transaction shall take place on or
before February 14, 2003, then either party may terminate this Agreement.
6. DOCUMENTS TO BE DELIVERED AT CLOSING.
i. By the Issuer
(1) Board of Directors Minutes authorizing the issuance of a
certificate or certificates for the Shares to be issued pursuant to this
Agreement.
(2) The resignation of the current officers and directors of
Issuer.
(3) A Board of Directors resolution appointing the following
persons as Issuer's new officers and directors:
Xxxx Rogochevsky President
Marot Shteyn CEO
Xxxx Xxxxxx Secretary
(4) All of the business and corporate records of Issuer,
including but not limited to correspondence files, bank statements,
checkbooks, savings account books, minutes of shareholder and directors
meetings, financial statements, shareholder listings, stock transfer records,
agreements and contracts.
ii. The Company.
(1) Delivery to the Issuer, or to its Transfer Agent, board
minutes representing sale of 100% interest of Fiber Application Systems
Technologies.
7. MISCELLANEOUS.
i. Captions and Headings. The Article and paragraph headings
throughout this Agreement are for convenience and reference only, and shall in
no way be deemed to define, limit, or add to the meaning of any provision of
this Agreement.
ii. No oral Change. This Agreement and any provision hereof, may
not be waived, changed, modified, or discharged orally, but only by an
agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, or discharge is sought.
iii. This Agreement shall be exclusively governed by and construed
in accordance with the laws of the State of Colorado, If any action is brought
among the parties with respect to this Agreement or otherwise, by way of a
claim or counterclaim, the parties agree that in any such action, and on all
issues, the parties irrevocably waive their right to a trial by jury.
Exclusive jurisdiction and venue for any such action shall be the State Courts
of Colorado. In the event suit or action is brought by any party under this
Agreement to enforce any of its terms, or in any appeal there from, it is
agreed that the prevailing party shall be entitled to reasonable attorneys
fees to be fixed by the arbitrator, trial court, and/or appellate court.
iv. Non Waiver. Except as otherwise expressly provided herein, no
waiver of any covenant, condition, or provision of this Agreement shall be
deemed to have been made unless expressly in writing and signed by the party
against whom such waiver is charged; and (i) the failure of any party to
insist in any one or more cases upon the performance of any of the
provisions, covenants, or conditions of this Agreement or to exercise any
option herein contained shall not be construed as a waiver or relinquishment
for the future of any such provisions, covenants, or conditions, (ii) the
acceptance of performance of anything required by this Agreement to be
performed with knowledge of the breach or failure of a covenant, condition, or
provision hereof shall not be deemed a waiver of such breach or failure, and
(iii) no waiver by any party of one breach by another party shall be
construed as a waiver with respect to any other or subsequent breach.
v. Time of Essence. Time is of the essence of this Agreement and
of each and every provision hereof.
vi. Entire Agreement. This Agreement contains the entire Agreement
and understanding between the parties hereto, and supersedes all prior
agreements and understandings.
vii. Counterparts. This Agreement may be executed simultaneously
in one or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
viii. Notices. All notices requests, demands, and other
communications under this Agreement shall be in writing and shall be deemed
to have been duly given on the date of service if served personally on the
party to whom notice is to be given, or on the third day after mailing if
mailed to the party to whom notice is to be given, by first class mail,
registered or certified, postage prepaid, and properly addressed, and by fax,
as follows:
Issuer: Alpha Solarco, Inc.
000 Xxxxxxx Xxxxx Xxxxx 000
Xxxxxxx, Xxxxxxx X0X 0X0
Company: Aquetium, Inc.
00000 Xxxxx Xxxxxx Xxxxx 0000
Xxxx Xxxxxxxx, XX 00000
IN WITNESS WHEREOF, the undersigned has executed this Agreement on this
_____ day of March, 2003.
/s/ Xxxx Xxxxxxx /s/ Xxxx Xxxxxx
By: _______________________ by: ______________________
Per: Aquentium, Inc. Per: Alpha Solarco, Inc.
