EX-2.3
Agreement For The
Exchange Of Common Stock
Between
Xxxx Hallitex Corporation
And
XxxxXxxxxx.xxx, Inc.
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. 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 1st day of July, 1999 by and between XXXX HALLITEX
CORPORATION, an Oklahoma corporation (hereinafter, called "XXXX HALLITEX") and
XXXXXXXXXX.XXX, INC., a Nevada corporation (hereinafter, called "SARAONLINE").
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. Subject to the terms and conditions of this
Agreement, XXXX HALLITEX agrees to issue to the XXXX ONLINE, XXXX HALLITEX'
equity interest in the following: 865,000 shares of $0.001 par value common
stock of SolutionNet International, Inc.; 1,500,000 shares of $0.001 par
value common stock of XXXxx.xxx, Inc.; 1,500,000 shares of $0.001 par value
common stock of Xxxx-XxxxxXxx.xxx, Inc.; and 500,000 shares of $0.001 par
value common stock of XxxXxxxxXxxxxx.xxx, Inc. (hereinafter, collectively
called the "SHARES"), in exchange for 10,000,000 shares of the issued and
outstanding shares of SARAONLINE, such that SARAONLINE becomes a
majority-owned subsidiary of XXXX HALLITEX..
2. REPRESENTATIONS AND WARRANTIES. XXXX HALLITEX represents and warrants to
SARAONLINE the following:
i ORGANIZATION. XXXX HALLITEX is a corporation duly organized, validly
existing, and in good standing under the laws of Oklahoma, and has all
the necessary corporate powers to own properties and carry on a
business, and is duly qualified to do business and is in good standing
in Oklahoma. All actions taken by the incorporators, directors and
shareholders of XXXX HALLITEX have been valid and in accordance with
the laws of the State of Oklahoma.
ii CAPITAL. The authorized capital stock of the XXXX HALLITEX is
50,000,000 shares of common stock, $0.001 par value, of which 269,344
are issued and outstanding after a 40-for-1 stock split. All
outstanding shares are fully paid and non-assessable, free of liens,
encumbrances, options, restrictions, and legal or equitable rights of
others not a party to this Agreement. At closing, there will be no
outstanding subscriptions, options, rights, warrants, convertible
securities, or other agreements or commitments obligating XXXX HALLITEX
to issue or to transfer from the treasury any additional shares of its
capital stock. None of the outstanding shares of XXXX HALLITEX are
subject to any stock restriction agreements. All of the shareholders of
XXXX HALLITEX have valid title to such shares and acquired their shares
in a lawful transaction and in accordance with the laws of the State of
Oklahoma.
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iii. FINANCIAL STATEMENT. Exhibit A to this Agreement includes the balance
sheet of XXXX HALLITEX as of June 30, 1999, for the period then ended.
The balance sheet has been prepared in accordance with generally
accepted accounting principles consistently followed by XXXX HALLITEX
throughout the period indicated, and fairly present the financial
position of XXXX HALLITEX as of the date of the balance sheet, and the
results of its operations for the period indicated.
iv. ABSENCE OF CHANGE. Since the date of the balance sheet, there has not
been any change in the financial condition or operations of XXXX
HALLITEX, except changes in the ordinary course of business, which
changes have not, in the aggregate, been materially adverse.
v. LIABILITIES. XXXX HALLITEX 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
XXXX HALLITEX financial statement. XXXX HALLITEX is not aware of any
pending, threatened or asserted claims, lawsuits or contingencies
involving XXXX HALLITEX or its common stock. There is no dispute of any
kind between XXXX HALLITEX and any third party, and no such dispute
will exist at the closing of this Agreement. At the closing, XXXX
HALLITEX will be free from any and all liabilities, liens, claims
and/or commitments.
vi ABILITY TO CARRY OUT OBLIGATION. XXXX HALLITEX has the right, power,
and authority to enter into and perform its obligations under this
Agreement. The execution and delivery of this Agreement by XXXX
HALLITEX and the performance by XXXX HALLITEX of its obligations
hereunder will not cause, constitute, or conflict with or result in (a)
any breach or violation or 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 XXXX
HALLITEX 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) any event that would cause XXXX HALLITEX
to be liable to any party, or (c) any event that would result in the
creation or imposition or any lien, charge or encumbrance on any assets
of XXXX HALLITEX or upon the securities of XXXX HALLITEX to be acquired
by SARAONLINE.
vii. FULL DISCLOSURE. None of the representations and warranties made by
XXXX HALLITEX, or any certificate or memorandum furnished or to be
furnished by XXXX HALLITEX, contains or will contain any untrue
statement of a material fact, or omit any material fact the omission of
which would be misleading.
viii. POWER OF ATTORNEY. No person holds a power of attorney from XXXX
HALLITEX.
ix. COMPLIANCE WITH THE LAWS. XXXX HALLITEX has complied with, and is not
in violation of any federal, state or local statue, law, and/or
regulation pertaining to XXXX HALLITEX. XXXX HALLITEX has complied with
all federal, and state securities laws in connection with the issuance,
sale and distribution of its securities.
X. LITIGATION. XXXX HALLITEX 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 of the
knowledge of XXXX HALLITEX, there is no basis for any such action or
proceeding and no such action or proceeding is threatened against XXXX
HALLITEX and XXXX HALLITEX is not subject to or in default with respect
to any order, writ, injunction, or decree of any federal, state, local,
or foreign court, department, agency, or instrumentality.
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xi. CONDUCT OF BUSINESS. Prior to the closing, the XXXX HALLITEX shall
conduct business in the normal course, and shall not (a) sell, pledge,
or assign any assets, (b) amend its article of incorporation or
By-laws, (c) declare dividends, redeem or sell stock or other
securities, (d) incur any liabilities, (e) acquire or dispose of any
assets, enter into any contract, guarantee obligations of any third
party, or (f) enter into any other transaction.
xii. CORPORATE DOCUMENTS. Copies of each of the following documents, which
are true, complete and correct in all material respects, will be
attached hereto and made an integral part hereof to this Agreement:
(1) Articles of Incorporation;
(2) By-laws;
(3) Minutes of Shareholders Meetings;
(4) Minutes of Directors Meetings;
(5) List of Officers and Directors;
(6) Balance Sheet as described in Section 2(iii); and
(7) Stock register and stock records of XXXX HALLITEX and a current,
accurate list of the XXXX HALLITEX shareholders.
xiii. DOCUMENTS. All minutes, consents or other documents pertaining to
XXXX HALLITEX to be delivered at the closing shall be valid and in
accordance with the laws of the State of Oklahoma.
xiv. TITLE. The Shares to be issued to SARAONLINE will be, at the closing,
free and clear of all liens, security interests, pledges, charges,
claims, encumbrances and restrictions of any kind. None of such Shares
are or will be subject to any voting trust or agreement. No person
holds or has any right to receive any proxy or similar instrument with
respect to such shares, except as provided for in this Agreement, XXXX
HALLITEX 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 SARAONLINE. There is no applicable local, state or federal
law, rule or regulation, or decree which would, as a result of the
issuance of the Shares to SARAONLINE, impair, restrict, or delay
SARAONLINE's voting rights with respect to the Shares.
xv. LOCK-UP. XXXX HALLITEX will cause, to the extent requested by any
underwriter, broker-dealer, market maker, or the like, of securities
of XXXX HALLITEX, the shareholders of XXXX HALLITEX to agree not to
sell or otherwise transfer or dispose of any or all of the shares of
XXXX HALLITEX presently outstanding, during any period of time as so
requested. In order to enforce the foregoing covenant, XXXX HALLITEX
agrees to impose stop-transfer instructions as to such stock.
3. SARAONLINE REPRESENTS AND WARRANTS TO XXXX HALLITEX THE FOLLOWING:
iii. ORGANIZATION. SARAONLINE is a corporation, duly organized, validly
existing, and in good standing under the laws of the State of Nevada,
and has all the 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 SARAONLINE have been
valid and in accordance with the laws of the State of Nevada.
ii. SARAONLINE AND ISSUED STOCK. Exhibit A attached hereto and made an
integral part hereof, sets forth the names and shareholdings of 100%
of the shareholders.
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iii.COUNSEL. SARAONLINE and XXXX HALLITEX represent and warrant prior to
the 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. SARAONLINE agrees that the Shares being issued pursuant
to this Agreement may be sold, pledged, assigned, hypothecated or otherwise
transferred, with or without consideration (hereinafter called a
"Transfer"), only 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 XXXX
HALLITEX. SARAONLINE agrees prior to any Transfer, to give written notice
to the XXXX HALLITEX expressing SARAONLINE's desire to effect such Transfer
and describing the proposed Transfer.
5. CLOSING. The closing of this transaction shall take place at the offices of
Xxxx Hallitex Corporation, 0000 Xxxxxxxxx Xxx. Suite 102P, Marina del Rey,
CA. 90292, upon receipt or exchange, as the case may be of the items
referenced in Section 6, below. Unless the closing of this transaction
takes place on or before July 1, 1999, then either party may terminate this
Agreement.
6. DOCUMENTATION TO BE DELIVERED AT CLOSING.
i. BY XXXX HALLITEX
----------------
(2) Board of Directors Minutes authorizing the issuance of a
certificate or certificates registered in the name of SARAONLINE
for the following:
(1) 865,000 shares of common stock of SolutionNet International,
Inc.;
(3) 1,500,000 shares of common stock of XXXxx.xxx, Inc.;
(4) 1,500,000 shares of common stock of Xxxx-XxxxxXxx.xxx, Inc.;
and
(5) 500,000 shares of common stock of XxxXxxxxXxxxxx.xxx, Inc.
registered in the name of SARAONLINE,
(2) Balance sheet of XXXX HALLITEX, dated June 30, 1999 for the
period then ended.
(3) All the business and corporate records of XXXX HALLITEX,
including but not limited to, correspondence files, bank
statements, checkbooks, savings account books, minutes of
shareholders and directors meetings, financial statements,
shareholder listings, stock transfer records, agreements and
contracts.
(4) Such other minutes of XXXX HALLITEX shareholders or directors as
may reasonably be required by SARAONLINE.
ii. BY SARAONLINE:
--------------
(1) Delivery to XXXX HALLITEX, or to its Transfer Agent, of the
certificates representing 10,000,000 shares of common stock of
SARAONLINE;
(2) Consents signed by a majority of shareholders of SARAONLINE
consenting to the terms of this Agreement.
7. REMEDIES.
ii. ARBITRATION. 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 Los Angeles County, California 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.
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8. MISCELLANEOUS.
i. CAPTIONS AND HEADINGS. The Article 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. The Agreement and any provision hereof, may not be
waived, changes, modified, or discharged orally, but only by 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 (i) 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, (ii) 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 (iii) no
waiver by any party of one breach 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 the 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 as original, but all
of which together shall constitute one and the same instrument.
vii. NOTICES. All notices, 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 the notice is to be given, or 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
address, and by fax, as follows:
SARAONLINE: XXXX HALLITEX:
--------------
0000 Xxxxxxxxx Xxx, 102P 0000 Xxxxxxxxx Xxx, 000X
Xxxxxx xxx Xxx, XX 00000 Marina del Rey, CA 90292
IN WITNESS WHEREOF, the undersigned have executed this Agreement this 1st day of
July, 1999.
XXXXXXXXXX.XXX, INC. XXXX HALLITEX CORPORATION
-------------------------------- --------------------------------
Xxxxxxx X. Xxxxxx, as per the approval of Xxxxxxx X. Xxxxxx, as per the
the board of directors and shareholders approval of the board of directors
and shareholders
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