Exhibit 10.2.
The Purchase and Exchange agreement dated March 19, 2002.
STOCK PURCHASE AND EXCHANGE AGREEMENT
THIS STOCK PURCHASE AND EXCHANGE AGREEMENT (the "Agreement") is made and
entered into by and between the individual shareholders listed in Attachment A
hereto, hereinafter referred to as "Shareholders", and A.M.F.S., LIMITED, a
Nevada corporation, hereinafter referred to as "AMFS".
PREAMBLE
WHEREAS, AMFS wishes to exchange 2,700,000 of the 3,000,000 shares it holds of
the issued and outstanding Common Stock of VPN Communications Corporation, a
corporation organized under the laws of the State of Nevada, and
WHEREAS, the Shareholders have 17, 000, 000 shares they hold of the issued and
outstanding Common Stock of AmeraMex International Inc., a corporation organized
under the laws of the State of Nevada, and
WHEREAS, AMFS and Shareholders desire to exchange such respective shares they
hold; and
WHEREAS, the parties hereto are agreeable to the foregoing:
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein the parties hereto agree and contract as follows:
ARTICLE ONE
PURCHASE PROVISIONS
1.1 Purchase and Exchange
AMFS hereby agrees to purchase from Shareholders the 17, 000, 000 shares
they hold of the issued and outstanding Common Stock of AmeraMex International,
in exchange for the aforementioned 2,700,000 shares AMFS holds of the issued and
outstanding Common Stock of VPN Communications Corporation, together with an
irrevocable proxy coupled with an interest for a period of one year for an
additional 300,000 shares of VPN retained by AMFS, under the terms and
conditions as set forth below.
1.2 Covenant to Register
In the event of VPN Communications Corporation's registration of any of its
securities for public distribution during the next two years, Shareholders
hereby covenant to use their best efforts to cause VPN Communications
Corporation to include in any such registration, at AMFS's election, any or all
of the remaining shares issued to AMFS. This COVENANT TO REGISTER shall survive
the term of this agreement.
ARTICLE TWO
REPRESENTATIONS AND WARRANTIES
2.1 SHAREHOLDERS
Shareholders do hereby represent and warrant to AMFS, as a material inducement
to its entry into this Agreement, that
(a) The conduct of AmeraMex International business is in full compliance with
all applicable Federal, state and local governmental statutes, rules,
regulations, ordinances and decrees;
(b) Upon delivery of the subject AmeraMex International shares, AMFS will become
the owner of record 17,000,000 of the approximately 31,800,000 shares of the
Corporation's authorized, issued and outstanding Common Stock:
(c) The execution, delivery and performance of this Agreement and the
transactions contemplated hereby do not require the consent, authority or
approval of any other person or entity except such as has been obtained;
(d) Annexed hereto and made a part hereof as part of Attachment B are true,
correct and current copies of the AmeraMex International Articles of
Incorporation.
2.2 AMFS
AMFS does hereby represent and warrant, covenants and acknowledges to
Shareholders, as a material inducement to its entry into this Agreement that
with respect to the VPN Communications Corporation shares acquired by
Shareholders hereunder, that:
(a) The shares of AmeraMex International are being acquired by AMFS without
registration under the provisions of Section 5 of the Securities Act of 1933 as
amended (the "Act") pursuant to exemptions provided pursuant to Sections 3(b),
4(1), 4(2), or 4(6) thereof;
(b) Upon proper transfer and delivery of the subject VPN Communications
Corporation shares, Shareholders will become the owner of record of 2,700,000
shares of VPN Communications Corporation's authorized, issued and outstanding
Common Stock:
(c) The execution, delivery and performance of this Agreement and the
transactions contemplated hereby do not require the consent, authority or
approval of any other person or entity except such as has been obtained;
ARTICLE THREE
MISCELLANEOUS
GENERAL PROVISIONS
1. ENTIRETY
This Agreement together with the instruments referred to herein, contains all of
the understandings and agreements of the Parties with respect to the subject
matter discussed herein. All prior agreements whether written or oral are merged
herein and shall be of no force or effect.
2. SURVIVAL
The several representations, warranties and covenants herein shall survive the
execution hereof and shall be effective regardless of any investigation that may
have been made or may be made by or on behalf of any party. The Seller hereby
covenants that he has not failed to disclose any material fact or circumstance
to Purchaser, which if known to the Purchaser prior to or during this
transaction would alter the Purchaser's decision as to if or in what manner the
Purchaser would acquire the subject shares from Seller.
3. SEVERABILITY
If any provision of this Agreement or any application of such provision to any
person or circumstance shall be held invalid or unenforceable, the remaining
portions of such provision and the remaining provisions of this Agreement shall
not be affected thereby.
4. GOVERNING LAW
This Agreement be construed in accordance with the laws of the State of Nevada.
5. LITIGATION
In the event disputes arise from a difference of interpretation of or the
failure of either party to perform the terms of this Agreement, such disputes
shall not be litigated but submitted to binding arbitration for final
settlement.
7. BENEFIT OF AGREEMENT
The terms and provisions of this Agreement shall be binding upon and inure to
the benefit of the parties their successors, estate, heirs and legatees.
Notwithstanding anything contained herein elsewhere, no portion of this
agreement or any rights granted thereunder may be assigned, transferred, or
hypothecated by Purchaser without the prior written consent of Seller.
8. FURTHER ASSURANCES
The parties agree to do, execute, acknowledge and deliver or cause to be done,
executed, acknowledged or delivered and to perform all such acts and deliver all
such deeds, assignments, transfer, conveyances, powers of attorney, assurances,
stock certificates and other documents, as may, from time to time, be required
herein to effect the intent and purposes of this agreement.
9. STATUS
Nothing in this Agreement shall be construed or shall constitute a partnership,
joint venture, employer-employee relationship, lessor- lessee relationship or
principal agent relationship; but, rather, the relationships established
pursuant hereto shall be that of Purchasers and Sellers in an exchange of
securities.
10. TERMINATION
In the event that both parties fail to complete the terms and conditions of this
Agreement, as contemplated in Article One hereof, then this Agreement shall be
deemed terminated and void as between the Parties, with no party having any
rights or liabilities against the other. The term of this agreement shall not
exceed one year from date of the execution hereof.
11. AMENDMENT
No modification, waiver, amendment, discharge or change of this Agreement shall
be valid unless the same is evidenced by a written instrument, subscribed by
both parties to this Agreement.
12. NOTICES
All notices, demands or other communications given hereunder shall be in writing
and shall be deemed to have been duly given on the first business day after
mailing by United States registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:
To Shareholders: c/o AmeraMex International
0000 Xxxxxxxxx 00xx Xxxxx
Xxxxxx, Xxxxxxxxxx
To A.M.F.S. Limited 0000 XXXXXXXXX, #000
Xxx Xxxxx, Xxxxxx 00000
IN WITNESS WHEREOF, the parties hereto execute this agreement
on this 19th day of March, 2002.
Shareholders A.M.F.S. Limited
BY /s/ Xxxxxx Xxxxxxx BY /s/ Xxxxx Xxxxxxx
------------------------ ------------------------
Xxxxxx Xxxxxxx Xxxxx Xxxxxxx
President
BY /s/ Xxxxxxx Xxxxxx
------------------------
Xxxxxxx Xxxxxx
Attachments:
Attachment A- list of Shareholders
Attachment B- Articles of Incorporation of AmeraMex International
Attachment A- List of Shareholders
Shareholder Shares exchanged
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Xxxxxx Xxxxxxx 7,000,000
Xxxxxxx Xxxxxx 10,000,000
