EXCHANGE AGREEMENT
AGREEMENT, dated as of December , 1996, between Champion Financial
Corporation, a Maryland corporation (the "Company"), and each of the parties
whose names appear on Schedule A attached hereto and made a part hereof
("Schedule A") (hereinafter referred to individually as a "Stockholder" and
collectively as the "Stockholders").
W I T N E S S E T H:
WHEREAS, as of the date hereof, each Stockholder owns shares of common
stock of MPLC, Inc., a Maryland corporation ("MPLC"); and
WHEREAS, each Stockholder has agreed to exchange all of its shares of
common stock of MPLC, the number of which is set forth next to such
Stockholder's name on Schedule A (the "Exchanged Stock"), for the number of
shares of common stock of the Company set forth next to such Stockholder's name
on Schedule A (the "Shares");
WHEREAS, as part of the consideration for the Shares and in addition to the
Exchanged Stock, each Stockholder has agreed to assign its right, title and
interest (the "Rights") in and to that certain Acquisition Agreement dated as of
August 30, 1996 by and among Xx. Xxxxxxxx X. Xxxxx and Xxxxxx X. Xxxxx, Xx.,
MPLC, InfoPlan, Inc., Xxxx Xxxxxx, Xx. Xxxxxxxx X. Xxxxxx and Risk Resolution
Group pursuant to which the Company will acquire between 26% and 75% of the
outstanding stock of XXXXX, Incorporated.
NOW, THEREFORE, in consideration of the premises and the mutual
representations and covenants herein contained and for other good and valuable
consideration, the parties hereto agree as follows:
1.Subject to the terms and conditions hereof, the Company hereby agrees to
issue to each Stockholder and each Stockholder hereby agrees to accept, in
exchange for all of such Stockholder's Exchanged Stock and the Rights, the
number of Shares set forth next to such Stock-holder's name on Schedule A.
2.Upon execution and delivery of this Agreement: (a) each Stockholder
shall deliver to the Company the certificate(s) representing all of such
Stockholder's Exchanged Stock with such stock powers and powers of attorney as
shall be necessary to transfer such shares of Exchanged Stock duly executed in
blank; and (b) the Company shall deliver to each Stockholder a certificate
representing the number of Shares set forth opposite such Stockholder's name on
Schedule A.
3.Each Stockholder represents and warrants to the Company as follows:
(a)Each Stockholder will be, immediately prior to the events referred to
in Paragraph 2 of this Agreement, the sole owner of such Stockholder's shares of
Exchanged Stock free and clear of any liens, claims, security interests, and
encumbrances of any kind or nature whatsoever and will have a complete power to
transfer and deliver the Exchanged Stock to the Company, as contemplated in
Paragraph 2 of this Agreement, free and clear of all liens, claims, security
interests, and encumbrances.
(b)The execution, delivery and performance by each Stockholder of this
Agreement are within the powers of the Stockholder, have been duly authorized
and will not constitute or result in a breach or default under, violation of, or
conflict with, any law, statute, rule, regulation, ordinance, order, judgment,
injunction, decree, or other restriction, or any contract,
agreement, lease, mortgage, deed of trust, instrument, permit or other
undertaking, to which the Stockholder is a party or by which the Stockholder is
bound, and, in respect of Risk Resolution Group and InfoPlan, Inc., will not
violate any provisions of their articles of incorporation, by-laws or similar
instruments. The signature of each Stockholder on this Agreement is genuine, and
the signatory has legal competence and capacity to execute the same, and in
respect of Risk Resolution Group and InfoPlan, Inc., the signatory has been duly
authorized to execute the same, and this Agreement constitutes a legal, valid
and binding obligation of the Stockholder, enforceable in accordance with its
terms.
(c)Each Stockholder or such Stockholder's representative has had full and
complete access to the officers and directors of the Company and to such
business, financial, or other information concerning the Company which such
Stockholder or such Stockholder's representative deemed necessary or appropriate
to make a determination to enter into this Agreement and to effect the exchange
of stock as contemplated by this Agreement (the "Exchange").
(d)Each Stockholder represents that, except as set forth in this
Agreement, no representations or warranties have been made to the Stockholder by
the Company or any agent, employee or affiliate of the Company and in effecting
the Exchange, the Stockholder is not relying on any information, other than that
contained in this Agreement and the results of an independent investigation by
the Stockholder.
(e)Each Stockholder or such Stockholder's representative has such
knowledge and experience in financial and business matters and is capable of
utilizing the information that is available to the Stockholder or such
Stockholder's representative concerning the Company to evaluate the merits and
risks of an investment in the Company and the Stockholder is able to bear the
economic risk of such investment.
(f)Each Stockholder has been advised that the Shares being issued to such
Stockholder hereunder have not been registered under the Securities Act of 1933,
as amended (the "Act"), nor has the Company agreed to so register any Shares,
and, accordingly, such shares are restricted securities, as such term is used in
the Act, and such Stockholder will not be able to sell or otherwise dispose of
the Shares, unless they are subsequently registered under the Act or an
exemption from registration thereunder is available.
(g)The Shares acquired by each Stockholder hereunder are being acquired
for the Stockholder's sole benefit and account, for purposes of investment only
and with no present intent to sell or view to distribute the same.
(h)Each Stockholder acknowledges that the Exchange may involve tax
consequences. Each Stockholder acknowledges that it must retain its own
professional advisors to evaluate the tax and other consequences of the
Exchange.
4.The Company represents and warrants to each Stockholder as follows:
(a)It is a corporation duly organized, validly existing, and in good
standing under the laws of the State of [Delaware].
(b)The Company has the corporate power and has taken all necessary
corporate action to execute, deliver and perform this Agreement and to enable it
to issue the Shares. The Shares to be issued by the Company hereunder will be
duly authorized and, upon issuance to each Stockholder pursuant to this
Agreement, are duly and validly issued and outstanding, fully paid, and
non-assessable.
(c)The execution, delivery and performance by the Company of this
Agreement will not constitute or result in a breach or default under, violation
of, or conflict with, its Certificate
of Incorporation or By-laws or any contract, agreement, lease, mortgage, deed of
trust, instrument, or permit to which it is a party or by which it is bound, or
any law, statute, rule, regulation, ordinance, order, judgment, injunction,
decree, or other restriction.
5.The representations and warranties given by each Stockholder and the
Company as set forth in Paragraphs 3 and 4 hereof shall survive the execution
hereof and the consummation of the transactions contemplated hereby.
6.Each Stockholder covenants to the Company that such Stockholder shall
not sell, transfer, or otherwise dispose of any of the Shares issued to such
Stockholder hereunder (i) without registration thereof under the Act (unless, in
the opinion of counsel to the Company, an exemption from such registration is
available), or (ii) in violation of any law.
7.Each Stockholder consents:
(a)that each certificate representing the Shares to be issued to such
Stockholder hereunder will be impressed with a legend indicating that they are
not registered under the Act and reciting that any transfer is restricted; and
(b)that stop transfer instructions in respect of the Shares will be issued
to any transfer agent, transfer clerk, or other agent, at any time acting for
the Company.
8.This Agreement contains the entire understanding of the parties with
respect to the subject matter hereof, and the provisions hereof may not be
altered, amended, waived, terminated, or discharged in any way whatsoever except
by subsequent written agreement executed by the party charged therewith. A
waiver by any of the parties of any terms or conditions of this Agreement, or of
any breach thereof, shall not be deemed a waiver of such term or condition for
the future or of any other term or condition hereof, or of any subsequent breach
hereof.
9.The parties hereto, will, upon the reasonable request of another party,
execute and deliver any additional documents necessary or desirable to complete
the transactions described herein.
10.Subject to any restrictions on transfer, this Agreement shall inure to
the benefit of the parties hereto and their successors and assigns.
11.This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
12.Notwithstanding the requirements set forth in Paragraph 2 of this
Agreement, this Agreement shall be effective as of the date hereof and the books
and records of the Company shall reflect these transactions as of this date.
13.This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Maryland.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.
CHAMPION FINANCIAL CORPORATION
By:
Name:
Title:
STOCKHOLDERS:
RISK RESOLUTION GROUP
By:
Name:
Title:
INFOPLAN, INC.
By:
Name:
Title:
Xxxx Xxxxxx
Xx. Xxxxxxxx X. Xxxxxx
Schedule A
Number of Shares Number ofShares
of MPLC of the Company
Owned Before the to be Issued in
Stockholders Stock Exchange the Stock Exchange
Risk Resolution Group 700 1,540,000
InfoPlan, Inc. 164 360,800
Xxxx Xxxxxx 68 149,600
Xx. Xxxxxxxx X. Xxxxxx 68 149,600
Total 1,000 2,200,000
