EXHIBIT 2.5
AGREEMENT TO EXCHANGE SHARES
This Agreement to Exchange Shares is made as of September 1, 1998, by and
between Dynamic Health Products, Inc., a Florida corporation ("Dynamic") and
Xxxx X. Xxxxxxx ("Xxxxxxx").
BACKGROUND STATEMENTS:
I. Effective August 20, 1998, Dynamic caused the formation of
Incredible Products of Florida, Inc., as a Florida corporation
("Incredible-Florida").
II. Incredible-Florida issued 51 shares of its common stock to Dynamic,
which shares constitute the only issued and outstanding shares of
Incredible-Florida common stock.
III. Incredible-Florida has entered into an Agreement and Plan of
Reorganization dated September 1, 1998 which, among other things, and subject to
certain contingencies set forth therein, provides for the acquisition by
Incredible-Florida of 100% of the issued and outstanding capital stock of
Incredible Products, Inc., an Ohio corporation in return for the issuance by
Incredible-Florida to Xxxxxxx of 49 shares of Incredible-Florida common stock.
IV. The purpose of this Agreement is to provide for an exchange by
Dynamic of 450,000 shares of its common stock (subject to reduction as provided
for below) for Xxxxxxx'x 49 shares of Incredible-Florida common stock, when
issued.
In consideration of the mutual covenants contained herein, together with
other good and valuable consideration, the adequacy, sufficiency and receipt of
which is hereby acknowledged, and intending to be legally bound hereby, the
parties agree as follows:
1. BACKGROUND STATEMENTS. The background statements set forth above are
true and correct and are incorporated herein by reference.
2. EXCHANGE OF SHARES. If, by March 1, 1999, Incredible-Florida has met a
target of at least $200,000 in net income during any month since inception
through March 1, 1999 (the "Target"), Dynamic will exchange on a tax-free basis,
450,000 shares of its common stock for Xxxxxxx'x 49 shares of Incredible-Florida
common stock. Such exchange shall be accomplished pursuant to an agreement in
form and substance agreeable to Dynamic and Xxxxxxx. In the event that the
Target is not met, the number of shares of Incredible-Florida common stock to be
exchanged shall be reduced on a pro rata basis based on the shortfall of
revenues and net income below the Target. Xxxxxxx will, prior to the issuance of
the shares provided for hereunder to him, be provided with copies of Dynamic's
publicly filed periodic reports and Xxxxxxx will enter into a customary
investment letter with respect to such shares. Xxxxxxx understands that such
shares will not be registered under the Securities Act of 1933 and consequently
will constitute "restricted securities" which are not publicly saleable except
pursuant to the provisions of Rule 144 of the Securities and Exchange
Commission.
3. MISCELLANEOUS.
3.1 ENTIRE AGREEMENT AND MODIFICATION. This Agreement supersedes all
prior agreements 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 except by a written agreement executed by the party to be charged
with the amendment.
3.2 GOVERNING LAW. This Agreement will be governed by the laws of the
State of Florida without regard to conflicts of laws principles.
3.3 COUNTERPARTS. 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.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first written above.
DYNAMIC HEALTH PRODUCTS,
INC., a Florida corporation
By: /s/ XXXXX X. XXXXXX
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Chairman
/s/ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx
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