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 25th day of July, 2000, by and between AutoFund
Servicing, Inc., a Nevada corporation (the "ISSUER") and the individuals listed
in Exhibit A attached hereto, (the "SHAREHOLDERS"), which SHAREHOLDERS own all
of the issued and outstanding shares of AutoFund Servicing, Inc., a Texas
corporation ("PRIVATE COMPANY")
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. The ISSUER has 2,000,000 shares outstanding.
Subject to the terms and conditions of this Agreement, the ISSUER agrees to
issue to SHAREHOLDERS, 18,000,000 shares of the common stock of ISSUER, $0.001
par value from its treasury so as the amount of shares then issued would be
equal to 90% of the combined total of 20,000,000 outstanding shares (the
"Shares"), in exchange for 100% of the issued and outstanding shares of the
PRIVATE COMPANY, such that the PRIVATE COMPANY shall become a wholly owned
subsidiary of the ISSUER.
2. REPRESENTATIONS AND WARRANTIES ISSUER represents and warrants to
SHAREHOLDERS and the PRIVATE COMPANY the following:
i. Organization ISSUER is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Nevada, 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 the State of Nevada.
All actions taken by the Incorporators, directors and shareholders of ISSUER
have been valid and in accordance with the laws of the State of Nevada.
ii. Capital. The authorized capital stock of ISSUER consists of
50,000,000 shares of common stock, $0.001 par value, of which 2,000,000 are
issued and outstanding and 1,000,000 preferred shares at $0.001 par value. All
of the outstanding shares were fully paid and non assessable, free of liens,
encumbrances, options, restrictions and legal or equitable 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.
All of the shareholders of ISSUER have valid title to such shares in a lawful
transaction and in accordance with the laws of the State of Nevada.
iii. Financial Statements. Annexed hereto as Exhibit B to this
Agreement are the audited financial statements of ISSUER as of July 24, 2000.
The financial statements have been prepared in accordance with generally
accepted accounting principles consistently followed by ISSUER throughout the
periods indicated, and fairly present the financial position of ISSUER as of the
date of the balance sheet in the financial statements, and the results of its
operations for the periods indicated.
iv. Absence of Changes. Since the date of the financial statements,
there has not been any change in the financial condition or operations of
ISSUER, except changes in the ordinary course of business, which changes have
not in the aggregate been materially adverse.
v. 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 reflected on the ISSUERS'
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. ISSUER has no assets. At closing,
ISSUER will be free from any and all liabilities, liens, claims and/or
commitments and will continue to have no assets.
vi. 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 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 or ISSUER or on the securities of ISSUER to be acquired by SHAREHOLDERS.
vii. 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.
viii. 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.
ix. Compliance with Laws. ISSUER has complied with, and is not in
violation of any federal, state, or local statute, law, and/or regulation
pertaining to ISSUER. ISSUER has complied with all federal and state securities
laws in connection with the issuance, sale and distribution of its securities.
x. 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 contract, guarantee
obligations of any third party, or (6) enter into any other transaction.
xi. 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.
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 the State of Nevada.
xiii. Title The Shares to be issued to SHAREHOLDERS will be, at
closing, free and clear of all liens, security interests, pledges, charges, and
claims of any kind. None of such Shares are or will be subject to ant 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
to SHAREHOLDERS. There is no applicable local, state or federal law, rule,
regulation, or decree which would, as a result of the issuance of the Shares to
SHAREHOLDERS, impair, restrict or delay SHAREHOLDERS' voting rights with respect
to the Shares.
3. SHAREHOLDERS and PRIVATE COMPANY represent and warrant to ISSUER the
following:
i. Organization. AutoFund Servicing, Inc., is a Texas corporation
("PRIVATE COMPANY") duly organized, validly existing, and in good standing under
the laws of the state of Texas, 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 with the State of Texas. All actions taken by the Incorporates,
directors and shareholders of the PRIVATE COMPANY have been valid and in
accordance with the laws of the state of Texas.
ii. Shareholders and issued Stock. Exhibit A annexed hereto sets forth
the names and share holding of 100% of PRIVATE COMPANY shareholders.
iii. Counsel SHAREHOLDERS and the PRIVATE COMPANY represent and warrant
prior to closing, that they are represented by independent counsel or have had
the opportunity to retain independent counsel to represent them in this
transaction.
4. INVESTMENT INTENT. SHAREHOLDERS agree that the Shares being issued pursuant
to this Agreement may be sold, pledged, assigned, hypothecate or otherwise
transferred, with or without consideration (a "Transfer"), only pursuant to an
effective registration statement under the Act, or pursuant to an exemption from
registration under the Act, the availability of which is to be established to
the satisfaction of ISSUER. SHAREHOLDERS agrees to, prior to any Transfer, to
give written notice to ISSUER expressing his desire to effect the transfer and
describing the proposed transfer.
5. CLOSING. The closing of this transaction shall take place via telephone.
Unless the closing of this transaction takes place on or before forty-five days
from the signing of this agreement, then either party may terminate this
Agreement.
6. DOCUMENTS TO BE DELIVERED AT CLOSING
I. By the ISSUER:
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(1) Board of Directors Minutes authorizing the issuance of
a certificate(s) for 18,000,000 Shares registered in
the names if the SHAREHOLDERS equal to their pro-rata
holdings in the PRIVATE COMPANY.
(2) The resignation of all officers of ISSUER.
(3) A Board of Directors resolution appointing such person
as SHAREHOLDERS designate as a director(s) if ISSUER.
(4) The resignation of all the directors of ISSUER, except
that of SHAREHOLDERS' designee(s), dated subsequent to
the resolution described in 3, above.
(5) Audited financial statements of ISSUER, which shall
include a balance sheet and statements of operations,
stockholders equity and cash flows for the twelve month
period then ended.
(6) All of the business and corporate records of ISSUER,
including but not limited to correspondences files,
bank statements, checkbooks, savings account books,
minutes of shareholder and directors meetings,
financial statements, shareholder listings, stock
transfer records, agreements and contracts.
II. By SHARE HOLDERS AND PRIVATE COMPANY
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(1) Delivery to the ISSUER, or to its Transfer Agent, the
certificates representing 1000% of the issued and
outstanding stock of the PRIVATE COMPANY.
(2) Consents signed by all the shareholders of the PRIVATE
COMPANY consenting to the terms of this Agreement.
7. REMEDIES. Any controversy or claim arising out of, or relating to, this
Agreement, or the making, performance, or interpretation thereof, shall be
settled by arbitration in the state of Nevada in accordance with the Rules of
the American Arbitration Association then existing, and judgment on the
arbitration award may be entered in any court having jurisdiction over the
subject matter of the controversy.
8. MISCELLANEOUS.
i. Captions and Headings. The Articles 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. 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 (1) 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 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, (2) 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 (3) no waiver
by any party of one breach or by another party shall be construed as a waiver
with respect to any other or subsequent breach.
iv. Time of Essence. Time is of the essence of this Agreement and of
each and every provision hereof.
v. Entire Agreement This Agreement contains the entire Agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings.
vi. 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.
vii. Notices. All notice, 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: with principal address at 0000 Xxxx Xxxxxx Xxxxx 000 Xxx Xxxxx,
Xxxxxx 00000
PRIVATE COMPANY: 0000 Xxxxxx Xxxxx Xxxxx, Xxxxx #000, Xxx Xxxxxxx,
Xxxxx 00000
IN WITNESS WHEREOF, intending to be bound, the parties hereto have duly
executed this Agreement effective as of the date set forth in the
beginning of this Agreement (the "effective date").
ISSUER PRIVATE COMPANY
AutoFund Servicing, Inc. AutoFund Servicing, Inc.
A Nevada Corporation A Texas Corporation
Original Signature on File Original Signature on File
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Xxxxx X.Xxxxxxx/President Xxxxx X. Xxxxxxx/President
AGREEMENT FOR THE EXCHANGE OF COMMON STOCK
Exhibit A
ATTACHMENT SIGNED BY SHAREHOLDERS OF PRIVATE COMPANY
AutoFund Servicing, Inc. total shares issued: 750,000
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Shareholders (type or print);
1. Name: Xxxxx X. Xxxxxxx Signature: Original Signature on File
---------------- ---------------------------
Address: 0000 Xxxxxx Xxxxx Xx., Xxxxx 000, Xxx Xxxxxxx, XX 00000
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