EXHIBIT 2.2
EXCHANGE AGREEMENT
EXCHANGE AGREEMENT AND PLAN OF REORGANIZATIONS (the "Agreement"),
entered into as of this 31st day of March, 2001 between TRANS VOICE INVESTMENTS
LTD. and XXXXXXX XXXXXXXXX (each a "Seller" and collectively the "Sellers"), and
GLOBAL ASSET HOLDINGS INCORPORATED ("Purchaser").
R E C I T A L S
WHEREAS, the Sellers own all the issued and outstanding shares of
National Online Services, Inc. (the "Target"), each seller owning the number of
shares and in the percentages set forth in Section 1.1. of this Agreement;
WHEREAS, the Purchaser wishes to acquire all of the issued and
outstanding shares of Target solely in exchange for the voting stock of the
Purchaser (hereinafter referred to as the "Exchange");
WHEREAS, the parties intend the exchange of stock qualify as a tax-free
reorganization within the meaning of Section 368(a)(1)(B) of the Internal
Revenue Code of 1986, as amended (the "Code").
NOW THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements contained in this Agreement and other good
and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE
1.1 Ownership As of the date of this Agreement, the Sellers each own
the number of shares of Target as set forth below, and in the following
respective percentages ("Pro Rata Interest"):
Xxxxxxx Xxxxxxxxx 100 shares 20%
Trans Voice Investments Ltd 400 shares 80%
1.2 Agreement to Purchase and Sell; Purchase Price
Subject to the terms of this Agreement, the Sellers hereby sell,
assign, transfer and deliver to the Purchaser, and the Purchaser hereby
purchases from Seller the shares of Target owned by such Seller. The aggregate
purchase price for the Target Shares shall be (i) 2,000,000 shares of the common
stock of the Purchaser (the "Global Shares") and (ii) an additional number of
Global Shares pursuant to paragraph 1.3.
1.3 Contingent Consideration
If during the eighteen (18) month period commencing April 1, 2001 and
ending September 30, 2002 ("The Earnings Period") the accumulated net after tax
income of the Target is $1,200,000 or greater, then the Seller shall receive
additional Global Shares from Purchaser. For each $1.00 of net after tax income
of the Target in excess of $1,200,000, Sellers shall receive additional Global
Shares having a market value of $10.00 per share. Cumulative net after tax
income shall be determined in accordance with generally accepted accounting
procedures consistently applied and the determination thereof shall be subject
to review procedures by Purchaser's independent public accountants. Such
determination shall be set forth in a written statement delivered to the parties
by November 15, 2002. The market price used to determine the number of Shares
shall be the average closing bid price for the twenty (20) business days prior
to June 30, 2002.
1.4 Exchange of Shares Upon closing, in exchange for his/her/its
respective shares to Target to Purchaser, each Seller shall receive that number
of Global Shares equivalent to the percentage of Seller's Pro Rata Interest in
Target as set forth in Section 1.1 of this Agreement multiplied by the total
Global Shares as set forth in Section 1.2(i) of this Agreement.
1.5 Deliveries by the Parties
At a closing to be held no later than March 16, 2001:
(a) the Purchaser shall deliver to the Seller certificates for the
Global Shares in the amount set forth in Section 1.4. Such certificates shall
bear the following legend:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR
SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE,
PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT
RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) PURSUANT TO AN
AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT.
(b) each Seller shall deliver any and all certificates for the Target
Shares accompanied by a validly executed stock power.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
OF THE SELLER
The Sellers hereby represents and warrant to the Purchaser as follows:
2.1 Execution, Delivery and Performance of Agreement. The execution and
delivery of this Agreement by the Seller, and all other documents contemplated
hereby, and the performance of its respective obligations hereunder and
thereunder is within the respective powers of the Seller.
2.2 Enforceability. This Agreement constitutes, when executed and
delivered by the Seller in accordance herewith, the valid and binding
obligations of the Seller enforceable in accordance with its terms, subject to
general principles of equity and bankruptcy or other laws relating to or
affecting the rights of creditors generally.
2.3 Seller's Ownership of the Interest. Each Seller owns the Target
Shares being sold hereunder free and clear of any liens or encumbrances of our
description.
2.4 Organization and Standing. Seller is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation and has all requisite corporate power and authority, and all
authorizations, licenses, permits and certifications necessary to own its
properties and assets and to carry on its business as it is now being conducted
and proposed to be conducted. The Corporation is duly qualified to transact
business and is in good standing in each jurisdiction in which the character of
the properties owned or leased by it or the nature of its businesses makes such
qualification necessary.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE PURCHASER
Purchaser hereby represents and warrants to the Sellers as follows:
3.1 Execution, Delivery and Performance of Agreement; Authority The
execution and delivery of this Agreement by the Purchaser, and all other
agreements and documents contemplated hereby, and the performance of their
respective obligations hereunder and thereunder are within the respective powers
of the Purchaser, having been duly authorized.
3.2 Enforceability. This Agreement constitutes, when executed and
delivered by the Purchaser in accordance herewith, the valid and binding
obligations of the Purchaser enforceable in accordance with its terms, subject
to general principles of equity and bankruptcy or other laws relating to or
affecting the rights of creditors generally.
3.3 Organization and Standing. Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has all requisite corporate power and
authority, and all authorizations, licenses, permits and certifications
necessary to own its properties and assets and to carry on its business as it is
now being conducted and proposed to be conducted. Purchaser is duly qualified to
transact business and is in good standing in each jurisdiction in which the
character of the properties owned or leased by it or the nature of its
businesses makes such qualification necessary.
ARTICLE IV
MISCELLANEOUS PROVISIONS
4.1 Headings. The inclusion of headings in this Agreement is for
convenience of reference only and shall not affect the construction or
interpretation hereof.
4.2 Entire Agreement; Waiver. This Agreement constitutes the entire
agreement between the parties pertaining to the subject matter of this
Agreement. There are no warranties, representations or other agreements between
the parties in connection with such subject matter except as specifically set
forth or referred to in this Agreement. No amendment, waiver or termination of
this Agreement shall be binding unless executed in writing by the party to be
bound thereby. No waiver of any provision of this Agreement shall constitute a
continuing waiver unless otherwise expressly provided.
4.3 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
4.4 Assignment. No party may assign its rights or benefits under this
Agreement and any such purported assignment or transfer is hereby declared null
and void.
4.5 Cooperation; Further Assurances. The parties shall cooperate fully
and in good faith with each other and their respective legal advisers,
accountants and other representatives in connection with any steps required to
be taken as part of their respective obligations under this Agreement. Each of
the parties shall promptly do, make, execute, deliver, or cause to be done,
made, executed or delivered, all such further acts, documents and things as the
other parties hereto may reasonably require from time to time for the purpose of
giving effect to this Agreement and the transactions contemplated by this
Agreement and shall use reasonable efforts and take all such steps as may be
reasonably within its power to implement the provisions of this Agreement to its
full extent.
4.6 Counterparts. This Agreement may be signed in counterparts and each
such counterpart shall constitute an original document and such counterparts,
taken together, shall constitute one and the same instrument.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the date first set forth above.
PURCHASER:
GLOBAL ASSET HOLDINGS, INCORPORATED
By: ______________________________________
Name: ____________________________________
Its: ______________________________________
SELLER:
TRANS VOICE INVESTMENTS, LTD.
By:_______________________________________
Name: ____________________________________
Its: ______________________________________
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XXXXXXX XXXXXXXXX
