AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is
dated August 2, 2007, and is by and between Transnational Financial Network,
Inc., a California corporation (the "Company") and Xxxxxxxxxx XX Limited, Mr.
Xxxxx Xxxxx, Xx. Xxxxxxx Yung, Mr. Xxxxx Xxxx, Xx. Xxxx Yung, Xx. Xxxxxx Yung,
(collectively, the "Shareholders") Telava Networks, Inc., a Nevada corporation
("Telava").
R E C I T A L S
WHEREAS, the Shareholders own the shares of capital stock of Telava as
set forth in Schedule 1 attached hereto, constituting all of the issued and
outstanding stock of Telava (the Telava Shares);
WHEREAS, the Company is a public company, required to file reports
under Section 12(b) or 12(g) of the Securities Exchange Act of 0000 (xxx
"Xxxxxxxx Xxx");
WHEREAS, the Board of Directors of the Company and Telava deem it
advisable that the acquisition by the Company of Telava be effected through an
exchange (the "Exchange") of Telava Shares pursuant to this Agreement;
WHEREAS, the Company desires to acquire all of the outstanding Telava
Shares for shares of common stock, no par value (the "Common Stock") through the
acquisition of preferred stock of the Company that is convertible into Common
Stock.
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in reliance upon the representations and warranties
hereinafter set forth, the parties agree as follows:
I. EXCHANGE
1.01 Exchange. The Shareholders shall exchange all of their Telava to
converted shares for a total of 1,353,134 shares of Company Series A Convertible
Preferred Stock having the rights and privileges set forth on the Designation
attached as Exhibit 1 herein (the "Preferred Stock") at the Closing of this
Agreement. Immediately prior to Closing there shall be 15,034,824 shares of
Common Stock outstanding and 1,153,680 shares of Common Stock reserved for
issuance. At the closing, the Company shall deliver to the Shareholders the
number of shares of Preferred Stock convertible into Common Stock with each
share of Preferred Stock convertible into 100 shares of Common Stock. The number
of shares of Common Stock into which the Preferred Stock is convertible shall
constitute ninety percent of the total determined by taking that number of
shares plus the shares of the Company that are actually issued and outstanding
or reserved for issuance.
1.02. Closing. The Closing of the transactions contemplated by
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this Agreement (the "Closing") shall take place on or before August 21, 2007
at the corporate offices of Telava.
1.03. Deliveries. Upon Closing, the parties are delivering the
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following documents:
1.03(a). The items and documents set forth in Section 1.01.
1.03(b). The Company shall deliver the Designation as filed
with the California Secretary of State and the shares of
Preferred Stock described in Section 1.01, substantially in
the form set forth in Exhibit 1.03(b) hereof.
1.03(c). The Company shall deliver the resignations of all of
its current officers and directors, and board resolutions
electing Mr. Xxxxx Xxxxxx, Xx. Xxxxxxx X. Xxxxxxxx, Xx.
Xxxxxx Yung, Mrs. Xxxx Xxxxx, Xx. Xxxxxx Xxxxxxxxxx, Xx.
Xxxxxx Xxxxxxx, Xx. Xxxxxxx Yung to the Board of Directors of
the Company and Xx. Xxxxxxx Yung as President/Chief Executive
Officer, Xx. Xxx Xxxxxx as Executive Vice President/Chief
Operating Officer, Mr. Xxxxx Xxxx as Vice President, and Xx.
Xxxxxx Xxxxxxxxxx as Secretary.
1.04. Filings. Immediately following the Closing, the Company shall
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file the following documents:
1.04(a). A Current Report on Form 8-K with the U.S.
Securities and Exchange Commission, reporting the
transactions set forth in this Agreement.
II. REPRESENTATIONS AND WARRANTIES OF TELAVA
The Shareholders and Telava hereby represent and warrant jointly and
severally (except that in the case of Sections 2.01 and 2.02 hereof the
representations and warranties contained therein are made severally by the
Shareholders) to the Buyer as follows:
2.01 Title to the Shares. Each Shareholder owns and is transferring to
the Buyer at the Closing, good, valid and marketable title to the number of
Shares set forth opposite the name of such Shareholders in Exhibit 2.01, free
and clear of all liens, claims, options, charges, and encumbrances whatsoever.
There are not outstanding options, warrants, or rights to purchase of acquire
any of the Shares of the respective Shareholders or any of the capital stock of
the Company.
2.02 Valid and Binding Agreements. As to each Shareholder, the
Agreement constitutes the valid and binding agreement of such Shareholder,
enforceable in accordance with its terms, and as to each Shareholder, neither
the execution and delivery of this Agreement nor the consummation by such
Shareholder of the transactions contemplated hereby (a) violates or will violate
any statute or law or any rule, regulation, or order of any court or
governmental authority, or (b) violates or will violate, or conflicts with or
will conflict with, or constitutes a default under or will constitute a default
under, any contract, commitment, agreement, understanding, arrangement, or
restriction of any kind to which such Shareholder is a party or by which such
Shareholder is bound.
2.03. Organization. Telava is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada; Telava has
the corporate power and authority to carry on its business as presently
conducted; and Telava is qualified to do business in all jurisdictions where the
failure to be so qualified would have a material adverse effect on its business.
2.04. Capitalization.
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2.04(a). The authorized capital stock and the issued and
outstanding shares of Telava is as set forth on Exhibit 2.02(a). All of
the issued and outstanding shares of Telava are duly authorized,
validly issued, fully paid and nonassessable.
2.04(b). Except as set forth in Exhibit 2.04(b) there are no
outstanding options, warrants, or rights to purchase any securities of
Telava.
2.05. Subsidiaries and Investments. Telava does not own any capital
stock or have any interest in any corporation, partnership or other form of
business organization, except as described in Exhibit 2.03 hereto.
2.06. Financial Statements. The audited financial statements of Telava
as of and for the two years ended December 31, 2006, including the audited
balance sheet as of December 31, 2006 and the related audited statement of
operations, cash flows and changes in stockholders' equity for the two years
then ended, and the unaudited balance sheet as of March 31, 2007 and the related
statement of operations and cash flows for the quarter ended March 31, 2007 and
2006 present fairly the financial position and results of operations of Telava,
on a consistent basis.
2.07. No Undisclosed Liabilities. To the best knowledge of Telava,
other than as described in Exhibit 2.05 attached hereto, Telava is not subject
to any material liability or obligation of any nature, whether absolute,
accrued, contingent, or otherwise and whether due or to become due, which is not
reflected or reserved against in the Financial Statements, except those incurred
in the normal course of business.
2.08. Absence of Material Changes. Since March 31, 2007, except as
described in any Exhibit attached hereto or as required or permitted under this
Agreement, there has not been:
2.08(a). any material adverse change in the condition
(financial or otherwise) of the properties, assets, liabilities or
business of Telava, except changes in the ordinary course of business
which, individually and in the aggregate, have not been materially
adverse;
2.08(b). any redemption, purchase or other acquisition of any
shares of the capital stock of Telava, or any issuance of any shares of
capital stock or the granting, issuance or exercise of any rights,
warrants, options or commitments by Telava relating to their authorized
or issued capital stock; or
2.08(c). any change or amendment to the Articles of
Incorporation of Telava.
2.09. Litigation. Except as set forth in Exhibit 2.09 attached hereto,
to the best knowledge of Telava there is no litigation, proceeding or
investigation pending or threatened against Telava affecting any of its
properties or assets against any officer, director, or stockholder of Telava
that might result, either in any case or in the aggregate, in any material
adverse change in the business, operations, affairs or condition of Telava or
its properties or assets, or that might call into question the validity of this
Agreement, or any action taken or to be taken pursuant hereto.
2.10. Title To Assets. Telava has good and marketable title to all of
its assets and properties now carried on its books including those reflected in
the balance sheets contained in the Financial Statements, free and clear of all
liens, claims, charges, security interests or other encumbrances, except as
described in Exhibit 2.08 attached hereto or any other Exhibit.
2.11. Transactions with Affiliates, Directors and Shareholders. Except
as set forth in Exhibit 2.09 attached hereto, there are and have been no
contracts, agreements, arrangements or other transactions between Telava, and
any officer, director, or stockholder of Telava, or any corporation or other
entity controlled by the Shareholders, a member of the Shareholders' families,
or any affiliate of the Shareholders.
2.12. No Conflict. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not conflict with or
result in a breach of any term or provision of, or constitute a default under,
the Articles of Incorporation or Bylaws of Telava, or any agreement, contract or
instrument to which Telava is a party or by which it or any of its assets are
bound.
2.13. Disclosure. To the actual knowledge of Telava, neither this
Agreement, the Financial Statements nor any other agreement, document,
certificate or written or oral statement furnished to the Company by or on
behalf of Telava in connection with the transactions contemplated hereby,
contains any untrue statement of a material fact or when taken as a whole omits
to state a material fact necessary in order to make the statements contained
herein or therein not misleading.
2.14. Authority. Telava has full power and authority to enter into this
Agreement and to carry out the transactions contemplated herein. The execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby, have been duly authorized and approved by the Board of
Directors of Telava and no other corporate proceedings on the part of Telava are
necessary to authorize this Agreement and the transactions contemplated hereby.
III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to Telava as follows, as of
the date of this Agreement and as of the Closing:
3.01. Organization.
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3.01(a). The Company is a corporation duly organized, validly
existing, and in good standing under the laws of the State of
California; has the corporate power and authority to carry on its
business as presently conducted; and is qualified to do business in all
jurisdictions where the failure to be so qualified would have a
material adverse effect on the business of the Company.
3.01(b). The copies of the Certificate of Incorporation, of
the Company, as certified by the Secretary of State of California, and
the Bylaws of the Company are complete and correct copies of the
Certificate of Incorporation and the Bylaws of the Company as amended
and in effect on the date hereof. All minutes of meetings and actions
in writing without a meeting of the Board of Directors and shareholders
of the Company are contained in the minute book of the Company and no
minutes or actions in writing without a meeting have been included in
such minute book since such delivery to Telava that have not also been
delivered to Telava.
3.02. Capitalization of the Company. The authorized capital stock of
the Company consists of 20,000,000 shares of Common Stock, no par value per
share, of which 15,034,824 shares will be outstanding at Closing, and 2,000,000
shares of preferred stock, none of which is outstanding. All outstanding shares
are duly authorized, validly issued, fully paid and non-assessable.
3.03. Subsidiaries and Investments. The Company does not own any
capital stock or have any interest in any corporation, partnership, or other
form of business organization.
3.04. Authority. The Company has full power and authority to enter into
this Agreement and to carry out the transactions contemplated herein. The
execution and delivery of this Agreement, the consummation of the transactions
contemplated hereby, and the issuance of the Company Shares in accordance with
the terms hereof, have been duly authorized and approved by the Board of
Directors of the Company and no other corporate proceedings on the part of
Company are necessary to authorize this Agreement, the transactions contemplated
hereby and the issuance of the Company Shares in accordance with the terms
hereof.
3.05. No Undisclosed Liabilities. Other than as described in Exhibit
3.05 attached hereto, the Company is not subject to any material liability or
obligation of any nature, whether absolute, accrued, contingent, or otherwise
and whether due or to become due.
3.06. Litigation. There is no litigation, proceeding or investigation
pending or to the knowledge of the Company, threatened against the Company
affecting any of its properties or assets, or, to the knowledge of the Company,
against any officer, director, or stockholder of the Company that might result,
either in any case or in the aggregate, in any material adverse change in the
business, operations, affairs or condition of the Company or any of its
properties or assets, or that might call into question the validity of this
Agreement, or any action taken or to be taken pursuant hereto.
3.07. Title To Assets. The Company has good and marketable title to all
of its assets and properties now carried on its books including those reflected
in the balance sheet contained in the Company's financial statements, free and
clear of all liens, claims, charges, security interests or other encumbrances,
except as described in the balance sheet included in the Company's financial
statements or on any Exhibits attached hereto.
3.08. Contracts and Undertakings. Exhibit 3.08 attached hereto contains
a list of all contracts, agreements, leases, licenses, arrangements, commitments
and other undertakings to which the Company is a party or by which it or its
property is bound. Each of said contracts, agreements, leases, licenses,
arrangements, commitments and undertakings is valid, binding and in full force
and effect. The Company is not in material default, or alleged to be in material
default, under any contract, agreement, lease, license, commitment, instrument
or obligation and, to the knowledge of the Company, no other party to any
contract, agreement, lease, license, commitment, instrument or obligation to
which the Company is a party is in default thereunder nor, to the knowledge of
the Company, does there exist any condition or event which, after notice or
lapse of time or both, would constitute a default by any party to any such
contract, agreement, lease, license, commitment, instrument or obligation.
3.09. Underlying Documents. Copies of all documents described in any
Exhibit attached hereto (or a summary of any such contract, agreement or
commitment, if oral) have been made available to Telava and are complete and
correct and include all amendments, supplements or modifications thereto.
3.10. Transactions with Affiliates, Directors and Shareholders. Except
as set forth in Exhibit 3.10 hereto, there are and have been no contracts,
agreements, arrangements or other transactions between the Company, and any
officer, director, or 5% stockholder of the Company, or any corporation or other
entity controlled by any such officer, director or 5% stockholder, a member of
any such officer, director or 5% stockholder's family, or any affiliate of any
such officer, director or 5% stockholder.
3.11. No Conflict. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not conflict with or
result in a breach of any term or provision of, or constitute a default under,
the Certificate of Incorporation or Bylaws of the Company, or any agreement,
contract or instrument to which the Company is a party or by which it or any of
its assets are bound.
3.12. Disclosure. To the actual knowledge of the Company, neither this
Agreement nor any other agreement, document, certificate or written or oral
statement furnished to Telava and the Shareholders by or on behalf of the
Company in connection with the transactions contemplated hereby, contains any
untrue statement of a material fact or when taken as a whole omits to state a
material fact necessary in order to make the statements contained herein or
therein not misleading.
3.13. Financial Statements. The financial statements of the Company set
forth in its Form 10K-SB for the year ended December 31, 2006 and its Form
10-QSB for the quarter ended March 31, 2007 present fairly the financial
position and results of operations of the Company, on a consistent basis.
3.14. Absence of Material Changes. Since March 31, 2007, except as
described in any of the Company's filings with the Securities and Exchange
Commission or in any Exhibit hereto or as required or permitted under this
Agreement, there has not been:
3.14(a). any material change in the condition (financial or
otherwise) of the properties, assets, liabilities or business of
Company, except changes in the ordinary course of business which,
individually and in the aggregate, have not been materially adverse.
3.14(b). any redemption, purchase or other acquisition of any
shares of the capital stock of the Company, or any issuance of any
shares of capital stock or the granting, issuance or exercise of any
rights, warrants, options or commitments by the Company relating to
their authorized or issued capital stock.
3.14(c). any amendment to the Articles of Incorporation of
the Company.
3.15 Securities Law Compliance
3.15(a) The Company's common stock is registered under
Section 12(b) or 12(g) of the Exchange Act. The Company has filed all
reports and other material required to be filed by it with the SEC
pursuant to Section 15(d). Such filed reports and materials do not
contain any misstatements of material facts, nor do they omit any
material information required to be stated therein or necessary to
prevent the statements therein from becoming misleading.
3.15(b) The currently outstanding common stock of the Company
was issued pursuant to the Registration Statement or valid exemptions
from registration under the Securities Act of 1933 pursuant to
Regulation D promulgated thereunder.
IV. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
All representations, warranties and covenants of the Company and Telava
contained herein shall survive the consummation of the transactions contemplated
herein and remain in full force and effect.
V. CONDITIONS TO CLOSING
5.01. Conditions to Obligation of Telava. The obligations of Telava
under this Agreement shall be subject to each of the following conditions:
5.01(a). The representations and warranties of the Company
herein contained shall be true in all material respects at the Closing
with the same effect as though made at such time. The Company shall
have performed in all material respects all obligations and complied in
all material respects, to its actual knowledge, with all covenants and
conditions required by this Agreement to be performed or complied with
by it at or prior to the Closing.
5.01(b). No injunction or restraining order shall be in
effect, and no action or proceeding shall have been instituted and, at
what would otherwise have been the Closing, remain pending before a
court to restrain or prohibit the transactions contemplated by this
Agreement.
5.01(c). All statutory requirements for the valid
consummation by the Company of the transactions contemplated by this
Agreement shall have been fulfilled. All authorizations, consents and
approvals of all governments and other persons required to be obtained
in order to permit consummation by the Company of the transactions
contemplated by this Agreement shall have been obtained.
5.01(d). The fulfillment of the obligations of the Company
set forth in Section 6.02.
5.02. Conditions to Obligations of the Company. The obligation of the
Company under this Agreement shall be subject to the following conditions:
5.02(a). The representations and warranties of Telava herein
contained shall be true in all material respects as of the Closing, and
shall have the same effect as though made at the Closing; Telava shall
have performed in all material respects all obligations and complied in
all material respects, to its actual knowledge, with all covenants and
conditions required by this Agreement to be performed or complied with
by it prior to the Closing.
5.02(b). No injunction or restraining order shall be in
effect prohibiting this Agreement, and no action or proceeding shall
have been instituted and, at what would otherwise have been the
Closing, remain pending before the court to restrain or prohibit the
transactions contemplated by this Agreement.
5.02(c). All statutory requirements for the valid
consummation by Telava of the transactions contemplated by this
Agreement shall have been fulfilled. All authorizations, consents and
approvals of all governments and other persons required to be obtained
in order to permit consummation by Telava of the transactions
contemplated by this Agreement shall have been obtained.
VI. CERTAIN AGREEMENTS
6.01. Transfer of Subordinated Debt and Other Debt. Other than the
approximately $757,000 in subordinated debt which is not converting into common
stock prior to closing, all other Company debts as of the Closing will be
assigned to and assumed by the purchaser of the Company's assets as described in
Section 6.03. such purchaser.
6.02. Reporting Requirements; AMEX. The Company shall file all reports
required by Section 15(d) of the Securities Act of 1933 and shall maintain its
books and records in accordance with Sections 12 and 13 of the Securities
Exchange Act of 1934. The parties agree that the failure of the Company to make
such filings with the Securities and Exchange Commission shall constitute a
material breach of this Agreement. The Company shall use its best efforts to
immediately list its Common Stock on the OTC Bulletin Board and to relist its
Common Stock as soon as practicable on the American Stock Exchange. The
purchaser of the assets described in Section 6.03 shall pay the legal costs of
the relisting and Xx. Xxxxxx Xxxxxxxxx shall be counsel for such matter.
6.03. Sale of Operations. The Company shall sell its existing
operations for US$1 and assume all its liabilities other than the liabilities
stated in 6.01 as soon as practicable following the Closing and the board of
directors appointed pursuant to Section 1.03(c) hereof shall ratify such sale.
6.04. Lock up Agreement. At Closing, the persons converting their
subordinated debt into common stock, and those shareholders including (Xxxxxxx
Family LLC with 2,242,290 shares, Xxxxxx and Xxxxx Xxxxxxx with 629,770 shares,
Xxxxxx X. Xxxxxxxxx with 127,500 shares, J. Xxxxx Xxxxxxx with 115,790 shares,
Alex Rotzang with 90,000 shares, and Xxxxx Logutova with 68,750 shares) shall
agree to enter into a lock up agreement under which for one year following the
Closing shall agree to sell no more than 10% of their shares in any one month,
non-cumulatively. Furthermore, the board of directors of Telava shall, as part
of closing, agree to extent the termination date of any options or warrants with
respect to the individuals or entities set forth herein to September 1, 2009.
6.05 Indemnity. In the event of any threatened or actual claim, action,
suit, proceeding or investigation, whether civil, criminal or administrative in
which any present or former director or officer of the Company (the "Indemnified
Parties") is, or is threatened to be, made a party based in whole or in part on,
or arising in whole or in part out of, or pertaining in whole or in part to, any
action or failure to take action by any such Person in such capacity taken prior
to the Closing, the Company (the "Indemnifying Parties") will, from and after
the Closing Date, jointly and severally indemnify, defend and hold harmless, as
and to the fullest extent permitted or required by applicable Law and as and to
the fullest extent required by the Company's Articles of Incorporation or Law of
the jurisdiction of incorporation, in effect on the date of this Agreement,
against any losses, claims, damages, liabilities, costs, legal and other
expenses (including reimbursement as incurred for reasonable legal and other
fees and expenses incurred in advance of the final disposition of any claim,
suit, proceeding or investigation to each Indemnified Party), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such
Indemnified Party in connection with such claim, action, suit, proceeding or
investigation, subject to the Company's receipt of an undertaking by such
Indemnified Party to repay such legal and other fees and expenses paid in
advance if it is finally adjudicated (not subject to appeal) that such
Indemnified Party is not entitled to be indemnified under applicable Law, and an
undertaking by such Indemnified Party to indemnify the Company for such losses,
claims, damages, liabilities, costs, legal and other expenses incurred by the
Company if the conduct in question was intentional reckless or grossly
negligent; provided, however, that except as otherwise expressly set forth in
any applicable written agreement between the Company on the one hand, and any
present or former director or officer thereof, on the other hand, that is in
effect on the date hereof and provides for indemnification of such present or
former director or officer by the Company or any of its Subsidiaries in respect
of the matters that are subject to indemnification under this Section, the
Company shall not be liable under this Section for any settlement effect without
the Company's prior written consent, which consent shall not be unreasonably
withheld, conditioned or delayed.
The Company will use its best efforts to (i) maintain in effect for a
period of three years after the Closing Date the current policies of directors'
and officers' liability insurance maintained by the Company immediately prior to
the Closing Date (provided that the Company may substitute therefore policies
issued by an insurer of comparable standing to the Company's current insurer,
and of at least the same coverage, coverage amounts and deductibles and
containing terms and conditions that are not less advantageous to the directors
and officers of the Company) or (ii) obtain as of the Closing Date "tail"
insurance policies issued by an insurer of comparable standing to the Company's
current insurer and with a claims period of three years from the Closing Date
with at least the same coverage, coverage amounts and deductibles and
containing terms and conditions that are not less advantageous to the directors
and officers of the Company, in each case with respect to claims arising out of
or relating to events which occurred before or at the Closing Date. The
provisions of this Section will survive the Closing and are intended to be for
the benefit or, and will be enforceable by, each Indemnified Party and its
successors and representatives after the Closing Date and their rights under
this Section are in addition to, and will not be deemed to be exclusive of, any
other rights to which an Indemnified Party is entitled, whether pursuant to this
Section or otherwise.
VII PROVISIONS REGARDING BUYER'S SHARES
7.01 Representations by the Shareholders. Each Shareholder represents
and warrants to the Buyer that it is his present intention to acquire the
Buyer's Shares for investment and not with a view to the distribution or resale
thereof, and is confirming such intention to the Buyer by execution hereof.
7.02 Agreements by the Shareholders. Each Shareholder agrees that he
will not offer, sell, transfer, assign mortgage, pledge or otherwise dispose of
or encumber any of the Buyer's Shares delivered to him pursuant to the Agreement
(a) unless in the opinion of counsel to the Buyer registration of such shares
under the Securities Act of 1933, as amended, (the "Act") is not required in
connection with such transaction; in which event the Shareholder shall furnish
the Buyer with an opinion of counsel (which counsel shall be reasonably
satisfactory to counsel for the Buyer and which opinion shall be in form and
substance reasonably satisfactory to the Buyer) to the effect that the sale of
the Buyer's Shares proposed to be sold is permissible or (b) a registration
statement under the Act is then in effect with respect to such shares and the
purchaser or transferred has been furnished with a prospectus meeting the
requirements of Section 10 of the Act.
7.03 Legend, etc. Each Shareholder agrees that the Buyer may endorse on
any certificate for the Buyer's Shares to be delivered to or on behalf of the
Shareholder pursuant to the Agreement an appropriate legend referring to the
provisions of Sections 7.01 and 7.02 hereof, and that the Buyer may instruct its
transfer agents not to transfer any such shares unless advised by the Buyer that
such provisions have been complied with.
VIII. MISCELLANEOUS
8.01. Finder's Fees, Investment Banking Fees. Neither Telava nor the
Company have retained or used the services of any person, firm or corporation in
such manner as to require the payment of any compensation as a finder or a
broker in connection with the transactions contemplated herein.
8.02. Tax Treatment. The transactions contemplated hereby are intended
to qualify as a so-called tax-free" reorganization under the provisions of
Section 368 of the Code. The Company and Telava acknowledge, however, that they
each have been represented by their own tax advisors in connection with this
transaction; that neither has made any representation or warranty to the other
with respect to the treatment of such transaction or the effect thereof under
applicable tax laws, regulations, or interpretations; and that no attorney's
opinion or private revenue ruling has been obtained with respect to the effects
thereof under the Internal Revenue Code of 1986, as amended.
8.03. Further Assurances. From time to time, at the other party's
request and without further consideration, each of the parties will execute and
deliver to the others such documents and take such action as the other party may
reasonably request in order to consummate more effectively the transactions
contemplated hereby.
8.04. Parties in Interest. Except as otherwise expressly provided
herein, all the terms and provisions of this Agreement shall be binding upon,
shall inure to the benefit of and shall be enforceable by the respective heirs,
beneficiaries, personal and legal representatives, successors and assigns of the
parties hereto.
8.05. Entire Agreement; Amendments. This Agreement, including the
Schedules, Exhibits and other documents and writings referred to herein or
delivered pursuant hereto, which form a part hereof, contains the entire
understanding of the parties with respect to its subject matter. There are no
restrictions, agreements, promises, warranties, covenants or undertakings other
than those expressly set forth herein or therein. This Agreement supersedes all
prior agreements and understandings between the parties with respect to its
subject matter. This Agreement may be amended only by a written instrument duly
executed by the parties or their respective successors or assigns.
8.06. Headings, Etc. The section and paragraph headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretations of this Agreement.
8.07. Pronouns. All pronouns and any variations thereof shall be deemed
to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person, persons, entity or entities may require.
8.08. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
8.09. Governing Law. This Agreement shall be governed by the laws of
the State of California (excluding conflicts of laws principles) applicable to
contracts to be performed in the State of California.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the parties hereto as the date first above written.
TRANSNATIONAL FINANCIAL TELAVA NETWORKS, INC.
NETWORK, INC.
By: /s/Xxxxxx Xxxxxxx By:/s/Xxxxxxx Xxxx
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Name: Xxxxxx Xxxxxxx Name: Xxxxxxx Xxxx
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Title: Chief Executive Officer Title: Chief Executive Officer
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SHAREHOLDERS
Xxxxxxxxxx XX Limited
By:
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Name:
-----------------------
Title:
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Xxxxx Xxxxx, Individually
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Xxxxxxx Xxxx, Individually
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Xxxxx Xxxx, Individually
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Xxxx Xxxx, Individually
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Xx. Xxxxxx Yung, Individually
SCHEDULE I
NUMBER OF SHARES NUMBER OF
OF TELAVA SHARES OF
COMMON STOCK COMPANY
NAMES OF OWNED AND PREFERRED STOCK
SHAREHOLDERS TO BE DELIVERED TO BE RECEIVED
Totals 20,000,000 1,353,134
Telava Exhibit 2.04(a)
Capitalization
Class Authorized Outstanding
Common 20,000,000 15,034,824
Preferred 2,000,000 1,353,134
Telava Exhibit 2.04(b)
Options and Warrants
NONE
Telava Exhibit 2.05
None
Telava Exhibit 2.07
Undisclosed Liabilities
None
Telava Exhibit 2.09
Litigation
None
Telava Exhibit 2.10
Title to Assets
None
Telava Exhibit 2.11
Interested Transactions
Company Exhibit 3.05
Undisclosed Liabilities
None
Company Exhibit 3.08
Contracts
None except as set forth in the Company's SEC filings.
Company Exhibit 3.10
Interested Transactions
None except as stated in the 10-KSB.
