Exhibit 2.1
EXCHANGE AGREEMENT
EXCHANGE AGREEMENT, made as of the 1st day of March, 1999 among DAG
Media, Inc., a New York corporation ("DAG"), Dapey Assaf-Dapey Zahav, Ltd.
("DAZ"), Dapey Assaf-Hamadrikh Leassakim Israelim Be New York, Ltd. ("DAH"),
Assaf Ran ("Ran"), Xxxx Xxxxxx ("Xxxxxx"), Xxxx Xxxxxxxxx ("Xxxxxxxxx"), Avi
Shefi ("Shefi") and Xxxxxx Xxxxx ("Xxxxx").
W I T N E S S E T H:
WHEREAS, Ran owns 100% of the issued and outstanding common shares, no
par value, of DAZ; and
WHEREAS, Ran, Langer, Huberfeld, Shefi and Xxxxx own 100% of the issued
and outstanding common shares, no par value, of DAH; and
WHEREAS, DAG intends to file, pursuant to the Securities Act of 1933,
as amended, a registration statement on Form SB-2 (the "Registration Statement")
with the Securities and Exchange Commission covering the public sale of
1,250,000 of its common shares, par value $.001 per share (the "Common Shares");
and
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
1. Immediately prior to the effective date of the Registration
Statement, (a) Ran will convey, transfer, contribute and assign to DAG all of
his common shares in DAZ in exchange for 1,250,000 DAG Common Shares and (b)
each of Ran, Langer, Huberfeld, Shefi and Xxxxx will convey, transfer,
contribute and assign to DAG all of his common shares in DAH in exchange for
such number of DAG Common Shares as is set forth opposite their names below:
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Ran 238,095
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Xxxxxx 148,809
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Huberfeld 29,762
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Shefi 29,762
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Xxxxx 29,762
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2. Each of Ran, Langer, Huberfeld, Shefi and Xxxxx represent and
warrant to the other shareholders and to DAG that he owns his common shares of
DAZ and DAH, as the case may be, free and clear of all liens, pledges, mortgages
and other security interests.
3. Each of the parties hereto will report the transfers described in
Paragraph 1 hereof, together with the sale of the DAG Common Shares pursuant to
the Registration Statement as a single transaction pursuant to section 351 of
the Internal revenue Code of 1986, as amended and any corresponding provisions
under state and local laws, and shall take such action
and shall file such forms, returns and statements as may be required under such
section and the income tax regulations promulgated thereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Exchange
Agreement as of the date, month and year first above written.
DAG MEDIA, INC.
BY:
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Assaf Ran, President
DAPEY ASSAF-DAPEY ZAHAV, LTD.
BY:
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Assaf Ran, President
DAPEY ASSAF-HAMADRIKH LEASSAKIM
ISRAELIM BE NEW YORK, LTD.
BY:
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Assaf Ran, President
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ASSAF RAN
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XXXX XXXXXX
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XXXX XXXXXXXXX
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AVI SHEFI
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XXXXXX XXXXX
