PURCHASE AGREEMENT
Exhibit 2.1
THIS PURCHASE
AGREEMENT is made as of the 26th day of February, 2008. by and between
Swap-A-Debt, Inc., a Delaware corporation with its principal place of business
at 0000 Xxxxxxxx Xxx Xxxxx, Xxxxx 0000 Xxxxx, XX 00000 (the "Company") and
Spider Investments, LLC, a Florida limited liability
company.("Seller").
BACKGROUND.
The Company
desires to acquire from Seller, all right, title and interest in and to xxx.xxxxxxxxx.xxx,
a person-to-person lending website ("Swapadebt"), in exchange for the
issuance to Seller of 22,200,000 shares of Common Stock.
The Company
further desires to issue an additional 15,000,000 shares of Common Stock to
Situation X, LLC, a Delaware limited liability company in connection with
services rendered and to be rendered by Xxxxx Xxxxxxxxx with respect to the
business of Swapadebt.
AGREEMENT
NOW,
THEREFORE, in
consideration of the premises and mutual covenants and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Purchase
and Sale of Swapadebt. On February 26, 2008, after the effectiveness of
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for 20 reverse stock split of the Company's Common Stock and subject to
the terms of this Agreement and in reliance on the representations and
warranties of the Company, the Company shall purchase Swapadebt in exchange for
the issuance to Seller and Situation X, LLC of 22,200,000 and 15,000,000 shares
of Common Stock. respectively. The Company shall on such date deliver to Seller
and Situation X, LLC certificates representing the full number of shares of
Common Stock which is being issued to each of such persons.
2. Representations
and Warranties of the Company. The Company represents and warrants that
(a) it is a Delaware corporation duly organized, validly existing and in
good standing, (b) it has the power and authority to own its properties and to
carry on its business as now being conducted and is qualified to do business in
every jurisdiction where such qualification is necessary, (c) it has the power
and authority to execute, deliver and perform this Recapitalization Agreement,
(d) the execution, delivery and performance of this Purchase Agreement has been
duly authorized by all requisite action taken by the Company; and (e) the
execution, delivery and performance of this Purchase Agreement will not violate
any organizational documents of the Company. The execution, delivery and
performance of this Purchase Agreement will not violate any provision of law,
any order of any court or other agency of
2.overnment, or any indenture, agreement or other instrument to which it
is a party, or by which it is bound, or be in conflict with, result in a breach
of or constitute (with due notice or lapse of time or both) a default under any
such indenture, agreement
or other instrument, or
result in
the creation or imposition of any lien, charge or encumbrance of any nature
whatsoever upon any of the property or assets of the Company.
3. Representations
and Warranties of the Seller. (a) Seller represents and warrants to the
Company that (i) Seller has the power and authority to execute, deliver and
perform this Purchase Agreement and the execution, delivery and performance of
this Purchase Agreement has been duly authorized by all requisite corporate or
other action.taken by Seller, kii) Seller and Situation X, LLC will acquire all
of the shares of the Company's Common Stock to be issued to Seller and Situation
X, LLC under this Agreement for Seller's and Situation X, LLC's own account for
investment and not with a view toward any resale or distribution thereof and
(iii) the Company has made no representations to Seller or Situation X, LLC
concerning the tax consequences to them or the Company as a result of the
consummation of this Purchase Agreement.
4. Choice
of Law. This Purchase Agreement shall be construed in accordance with and
governed by the laws (excluding the conflict of laws rules), of the State of
Delaware.
5. Entire
Agreement. This Purchase Agreement constitutes the entire agreement and
understanding between the parties hereto in respect of the subject matter hereof
and supersedes any prior or contemporaneous agreement or understanding between
the parties, written or oral, which relates to the subject matter hereof,
including all correspondence between counsel for the parties and commitment
letters.
6. Successors
and Assigns. References in this Purchase Agreement to the parties hereto
will be deemed to include their successors and permitted assigns and this
Purchase Agreement will be binding upon and inure to the benefit of the parties
hereto and their successors and permitted assigns.
7. Counterparts.
This Purchase Agreement may be executed in any number of counterparts,
each of which will be deemed to be an original but all of which together will
constitute one and the same instrument.
8. WAIVER
OF JURY TRIAL. THE COMPANY AND THE SELLER WAIVE ANY RIGHTS EITHER MAY
HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS
PURCHASE AGREEMENT AND AGREE THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE
SITTING WITHOUT A JURY.
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IN WITNESS
WHEREOF, the parties, by persons duly authorized, have executed this Agreement
as of the day above first written.
By: /s/ Xxxxxx X.
XxXxxxxx
Xxxxxx X.
XxXxxxxx
SPIDER INVESTMENTS,
LLC
By: /s/ Xxxxxx X.
XxXxxxxx
Xxxxxx X. XxXxxxxx, Managing
Member
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