EXHIBIT 2
AGREEMENT TO EXCHANGE COMMON STOCK
BETWEEN
TRAVEL ▇▇▇▇▇▇.▇▇▇, INC.
AND
SETI CORP.
INDEX
Page
ARTICLE I - EXCHANGE OF SECURITIES ............................ 4
ARTICLE II - REPRESENTATIONS AND WARRANTIES ................... 4
2.0l - Organization ...................................... 4
2.02 - Capital ........................................... 4
2.03 - Directors and Officers' Compensation; Banks ....... 4
2.04 - Financial Statements .............................. 4
2.05 - Absence of Changes ................................ 5
2.06 - Absence of Undisclosed Liabilities ................ 5
2.07 - Tax Returns ....................................... 5
2.08 - Investigation of Financial Condition............... 5
2.09 - Trade Names and Rights ............................ 5
2.l0 - Contracts and Leases .............................. 5
2.ll - Insurance Policies ................................ 5
2.l2 - Compliance with Laws .............................. 5
2.l3 - Litigation ........................................ 6
2.l4 - Ability to Carry Out Obligations .................. 6
2.l5 - Full Disclosure ................................... 6
2.l6 - Assets ............................................ 6
2A - Organization ........................................ 6
2B - Directors and Officers' Compensation; Banks ......... 6
2C - Capital ............................................. 6
2D - Financial Statements ................................ 7
2E - Absence of Changes .................................. 7
2F - Absence of Undisclosed Liabilities .................. 7
2G - Tax Returns ......................................... 7
2H - Investigation of Financial Condition................. 7
2I - Trade Names and Rights .............................. 7
2J - Contracts and Leases ................................ 8
2K - Insurance Policies .................................. 8
2L - Compliance with Laws ................................ 8
2M - Litigation .......................................... 8
2N - Ability to Carry Out Obligations .................... 8
2O - Full Disclosure ..................................... 9
2P - Assets .............................................. 9
ARTICLE III - SHAREHOLDER REPRESENTATIONS .................... 9
ARTICLE IV - OBLIGATIONS BEFORE CLOSING ...................... 9
4.0l - Investigative Rights .............................. 9
4.02 - Conduct of Business ............................... 9
ARTICLE V - CONDITIONS PRECEDENT TO PERFORMANCE BY TSC........ 10
5.0l - Conditions ........................................ 10
5.02 - Accuracy of Representations ....................... 10
5.03 - Performan ......................................... 10
5.04 - Absence of Litigation ............................. 10
Page
ARTICLE VI - CONDITIONS PRECEDENT TO PERFORMANCE BY SETI...... 10
6.0l - Conditions ...................................... 10
6.02 - Accuracy of Representations ..................... 10
6.03 - Performance ..................................... 10
6.04 - Absence of Litigation ........................... 11
6.05 - Other ........................................... 11
ARTICLE VII - CLOSING ........................................ 11
7.0l - Closing ........................................... 11
7.02 - Exchange of Shares ................................ 11
7.03 - No Fractional Shares .............................. 11
7.04 - Officers and Directors............................. 11
ARTICLE VIII - REMEDIES ...................................... 12
8.0l - Arbitration ....................................... 12
8.02 - Costs ............................................. 12
8.03 - Termination ....................................... 12
ARTICLE IX - MISCELLANEOUS ................................... 12
9.0l - Captions and Headings ............................. 12
9.02 - No Oral Change .................................... 12
9.03 - Non-Waiver ........................................ 12
9.04 - Time of Essence ................................... 13
9.05 - Entire Agreement .................................. 13
9.06 - Governing Law ..................................... 13
9.07 - Counterparts ...................................... 13
9.08 - Notices ........................................... 13
9.09 - Binding Effect .................................... 14
9.l0 - Effect of Closing ................................. 14
9.ll - Mutual Cooperation ................................ 14
9.12 - Expenses........................................... 14
Schedule 1- Allocation of Shares....................... 16
Exhibit A - Options, Warrants and Covertible Securities (SETI) 17
Exhibit B - Officers and Directors (SETI) ................ 18
Exhibit C - Financial Statements-Changes in Financial
Condition (SETI).............................. 19
Exhibit D - Trademarks, Trade Names and Copyrights (SETI). 20
Exhibit E - Material Contracts (SETI)..................... 21
Exhibit F - Insurance Policies (SETI)..................... 22
Exhibit G - Officers, Directors, Bank Accounts, Safe Deposit
Boxes, Powers of Attorney (TSC)............... 23
Exhibit H - Options, Warrants and Convertible Securities (TSC) 24
Exhibit I - Financial Statements - Changes in Financial
Condition (TSC)............................... 25
Exhibit J - Trademarks, Trade Names and Copyrights (TSC) . 26
Exhibit K - Material Contracts (TSC)...................... 27
Exhibit L- Insurance Policies (TSC)....................... 28
Exhibit M - Litigation (TSC) ............................. 29
AGREEMENT TO EXCHANGE COMMON STOCK
This AGREEMENT, made this 3rd day of December, 2002, by and between Travel
▇▇▇▇▇▇.▇▇▇, Inc. ("TSC") and SETI Corp. ("SETI"), and the shareholders of SETI
(as to Article I and Article III only) is made for the purpose of setting forth
the terms and conditions upon which TSC will acquire all of the issued and
outstanding common stock of SETI in exchange for shares of TSC's common stock.
In consideration of the mutual promises, covenants, and representations
contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE I
EXCHANGE OF SECURITIES
Subject to the terms and conditions of this Agreement, TSC agrees to
issue, and the shareholders of SETI agree to accept 16,691,205 shares of TSC's
common stock in consideration for all of the issued and outstanding common stock
of SETI. The shares of TSC's common stock will be allocated to the shareholders
of SETI in accordance with Schedule 1 to this Agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
SETI represents and warrants to TSC that:
2.0l Organization. SETI is a corporation duly organized, validly existing,
and in good standing under the laws of Delaware, has all necessary corporate
powers to own its properties and to carry on its business as now owned and
operated by it, and is duly qualified to do business and is in good standing in
each of the states where its business requires qualification.
2.02 Capital. The authorized capital stock of SETI consists of 10,000,000
shares of common stock and 1,000,000 shares of preferred stock, of which
4,360,000 shares will be issued and outstanding at closing. SETI has not issued
any shares of preferred stock. At closing, there will be no outstanding
subscriptions, options, rights, warrants, convertible securities, or other
agreements or commitments obligating SETI to issue or to transfer from treasury
any additional shares of its capital stock of any class other than as set forth
on Exhibit A.
2.03 Directors and Officers' Compensation; Banks. Exhibit B to this
Agreement contains the names and titles of all directors and officers of SETI.
2.04 Financial Statements. Exhibit C to this Agreement sets forth balance
sheets of SETI as of September 30, 2002, and the related statements of income
for the period then ended. The financial statements have been prepared in
accordance with generally accepted accounting principles consistently followed
by SETI throughout the periods indicated, and fairly present the financial
position of SETI as of the dates of the balance sheets included in the financial
statements, and the results of its operations for the periods indicated.
2.05 Absence of Changes. Since September 30, 2002 there has not been any
change in the financial condition or operations of SETI, except changes
reflected on Exhibit C or changes in the ordinary course of business, which
changes have not in the aggregate been materially adverse.
2.06 Absence of Undisclosed Liabilities. SETI did not as of September 30,
2002 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 Exhibit C.
2.07 Tax Returns. Within the times and in the manner prescribed by law,
SETI has filed all federal, state, and local tax returns required by law and has
paid all taxes, assessments, and penalties due and payable. No federal income
tax returns of SETI have been audited by the Internal Revenue Service. The
provision for taxes, if any, reflected in SETI's balance sheet as of September
30, 2002, is adequate for any and all federal, state, county, and local taxes
for the period ending on the date of that balance sheet and for all prior
periods, whether or not disputed. There are no present disputes as to taxes of
any nature payable by SETI.
2.08 Investigation of Financial Condition. Without in any manner reducing
or otherwise mitigating the representations contained herein, TSC shall have the
opportunity to meet with SETI's accountants and attorneys to discuss the
financial condition of SETI. SETI shall make available to TSC the books and
records of SETI. The minutes of SETI are a complete and accurate record of all
meetings of the shareholders and directors of SETI and accurately reflect all
actions taken at such meetings. The signatures of the directors and/or officers
on such minutes are the valid signatures of SETI's directors and/or officers who
were duly elected or appointed on the dates that the minutes were signed by such
persons. The stock book of SETI contains an accurate record of all transactions
with respect to the capital stock of SETI.
2.09 Trade Names and Rights. Exhibit D attached hereto and made a part
hereof lists all trademarks, trademark registrations or applications, trade
names, service marks, copyrights, copyright registrations or applications which
are owned by SETI. No person other than SETI owns any trademark, trademark
registration or application, service ▇▇▇▇, trade name, copyright, or copyright
registration or application the use of which is necessary or contemplated in
connection with the operation of SETI's business.
2.10 Contracts and Leases. Exhibit E attached hereto and made a part
hereof contains a summary of the provisions of all material contracts, leases,
and other agreements of SETI presently in existance or which have been agreed to
by SETI (whether written or oral). Except as disclosed on Exhibit E, SETI is not
in default under of these agreements or leases.
2.11 Insurance Policies. Exhibit F to this Agreement is a description of
all insurance policies held by SETI concerning its business and properties. All
these policies are in the respective principal amounts set forth in Exhibit F
and are in full force and effect.
2.12 Compliance with Laws. SETI has complied with, and is not in violation
of, applicable federal, state, or local statutes, laws, and regulations
affecting its properties or the operation of its business, including but not
limited to applicable federal and state securities laws. SETI does not have any
employee benefit plan which is subject to the provisions of the Employee
Retirement Income Security Act of 1974.
2.13 Litigation. SETI is not a party to any suit, action, arbitration, or
legal, administrative, or other proceeding, or governmental investigation
pending or, to the best knowledge of SETI threatened, against or affecting SETI
or its business, assets, or financial condition. SETI is not in default with
respect to any order, writ, injunction, or decree of any federal, state, local,
or foreign court, department, agency, or instrumentality. SETI is not engaged in
any legal action to recover moneys due to SETI or damages sustained by SETI.
2.14 Ability to Carry Out Obligations. Subsequent to the approval of its
shareholders, SETI has the right, power, and authority to enter into, and
perform its obligations under, this Agreement. The execution and delivery of
this Agreement by SETI and the performance by SETI of its obligations hereunder
will not cause, constitute, or conflict 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, by-law, or
other agreement or instrument to which SETI is a party, or by which it may be
bound, nor will any consents or authorizations of any party other than those
hereto be required, (b) an event that would permit any party to any agreement or
instrument to terminate it or to accelerate the maturity of any indebtedness or
other obligation of SETI, or (c) an event that would result in the creation or
imposition or any lien, charge, or encumbrance on any asset of SETI or would
create any obligation for which SETI would be liable, except as contemplated by
this Agreement.
2.15 Full Disclosure. None of representations and warranties made by SETI,
or in any certificate or memorandum furnished or to be furnished by SETI, or on
its behalf, contains or will contain any untrue statement of material fact, or
omit any material fact the omission of which would be misleading. SETI has
disclosed to TSC all reasonably foreseeable contingencies which, if such
contingencies transpired, would have a material adverse effect on SETI's
business.
2.16 Assets. SETI has good and marketable title to all of its property.
TSC represents and warrants to SETI that:
2A. Organization. TSC is a corporation duly organized, validly existing,
and in good standing under the laws of Washington, has all necessary corporate
powers to own its properties and to carry on its business as now owned and
operated by it, and is duly qualified to do business and is in good standing in
each of the states where its business requires qualification, except in those
states where the failure to be so qualified would not have a material adverse
effect on TSC.
2B. Directors and Officers' Compensation; Banks. Exhibit G to this
Agreement contains: (i) the names and titles of all directors and officers of
TSC and all persons whose compensation from TSC as of the date of this Agreement
will equal or its expected to equal or exceed, at an annual rate, the sum of
$1,000; (ii) the name and address of each bank with which TSC has an account or
safety deposit box, the identification number thereof, and the names of all
persons who are authorized to draw thereon or have access thereto; and (iii) the
names of all persons who have a power of attorney from TSC and a summary of the
terms thereof.
2C. Capital. The authorized capital stock of TSC consists of 50,000,000
shares of common stock, and no shares of preferred stock. Immediately prior to
closing 9,191,205 shares of common stock will be issued and outstanding. All of
the shares are validly issued, fully paid, and non-assessable. At closing, there
will be no outstanding subscriptions, options, rights, warrants, convertible
securities, or other agreements or commitments obligating TSC to issue or to
transfer from treasury any additional shares of its capital stock of any class
except as reflected on Exhibit H.
2D. Financial Statements. Exhibit I to this Agreement sets forth balance
sheets of TSC as of September 30, 2002, and the related statements of income and
retained earnings for the period then ended. The financial statements have been
prepared in accordance with generally accepted accounting principles
consistently followed by TSC throughout the periods indicated, and fairly
present the financial position of TSC as of the dates of the balance sheets
included in the financial statements, and the results of its operations for the
periods indicated.
2E. Absence of Changes. Since September 30, 2002, there has not been any
change in the financial condition or operations of TSC, except (i) changes in
the ordinary course of business, which changes have not in the aggregate been
materially adverse, and (ii) changes disclosed on Exhibit I.
2F. Absence of Undisclosed Liabilities. TSC did not as of September 30,
2002 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 Exhibit I.
2G. Tax Returns. Within the times and in the manner prescribed by law, TSC
has filed all federal, state, and local tax returns required by law and has paid
all taxes, assessments, and penalties due and payable, except where the failure
to file and/or pay would not have a material adverse effect on TSC. No federal
income tax returns of TSC have been audited by the Internal Revenue Service. The
provision for taxes, if any, reflected in TSC's balance sheet as of September
30, 2002, is adequate for any and all federal, state, county, and local taxes
for the period ending on the date of that balance sheet and for all prior
periods, whether or not disputed. There are no present disputes as to taxes of
any nature payable by TSC.
2H. Investigation of Financial Condition of TSC. Without in any manner
reducing or otherwise mitigating the representations contained herein, SETI
shall have the opportunity to meet with TSC's accountants and attorneys to
discuss the financial condition of TSC. TSC shall make available to SETI the
books and records of TSC. The minutes of TSC are a complete and accurate record
of all meetings of the shareholders and directors of TSC and accurately reflect
all actions taken at such meetings. The signatures of the directors and/or
officers on such minutes are the valid signatures of TSC's directors and/or
officers who were duly elected or appointed on the dates that the minutes were
signed by such persons.
2I. Trade Names and Rights. Exhibit J attached hereto and made a part
hereof lists all trademarks, trademark registrations or applications, trade
names, service marks, copyrights, copyright registrations or applications which
are owned by TSC. No person, other than TSC, will own any trademark, trademark
registration or application, service ▇▇▇▇, trade name, copyright, or copyright
registration or application the use of which is necessary or contemplated in
connection with the operation of the business of TSC, as such business is to be
conducted after the closing of this transaction.
2J. Contracts and Leases. Exhibit K attached hereto and made a part hereof
contains a summary of the provisions of all material contracts, leases, and
other agreements of TSC presently in existence or which have been agreed to by
TSC (whether written or oral). Except as noted on Exhibit K, TSC is not in
default under any of these agreements or leases.
2K. Insurance Policies. Exhibit L to this Agreement is a description of
all insurance policies held by TSC concerning its business and properties. All
these policies are in the respective principal amounts set forth in Exhibit L
and are in full force and effect.
2L. Compliance with Laws. TSC has complied with, and is not in violation
of, applicable federal, state, or local statutes, laws, and regulations
affecting its properties or the operation of its business, including but not
limited to federal and state securities laws. TSC does not have any employee
benefit plan which is subject to the provisions of the Employee Retirement
Income Security Act of 1974. TSC has filed with the Securities and Exchange
Commission ("SEC") and any applicable state securities agency, all required
forms, reports, schedules, statements and other documents (collectively, the
"SEC Documents"). The SEC Documents filed by TSC, including without limitation
any financial statements or schedules included therein, at the time filed, (a)
did not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading; and (b) complied in all material respects with applicable
federal and state securities laws, as the case may be, and the rules and
regulations of the SEC and any applicable state securities agency. The financial
statements of TSC included in the SEC Documents complied as to form in all
material respects with applicable accounting requirements and with the published
rules and regulations of the SEC with respect thereto, were prepared in
accordance with generally accepted accounting principles applied on a consistent
basis during the period involved (except as may be indicated in the notes
thereto) and fairly presented (subject, in the case of the unaudited statements,
to normal year-end audit adjustments) the consolidated financial position of TSC
as of the dates thereof and the consolidated results of its operations and cash
flows for the periods then ended.
2M. Litigation. Other than as disclosed on Exhibit M, TSC is not a party
to any suit, action, arbitration, or legal, administrative, or other proceeding,
or governmental investigation pending or, to the best knowledge of TSC
threatened, against or affecting TSC or its business, assets, or financial
condition. TSC is not in default with respect to any order, writ, injunction, or
decree of any federal, state, local, or foreign court, department, agency, or
instrumentality. TSC is not engaged in any legal action to recover moneys due to
it or damages sustained by it other than as disclosed on Exhibit M.
2N. Ability to Carry Out Obligations. TSC has the right, power, and
authority to enter into, and perform its obligations under, this Agreement. The
execution and delivery of this Agreement by TSC and the performance by TSC of
its obligations hereunder will not cause, constitute, or conflict 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, by-law, or other agreement or instrument to which TSC is a party,
or by which it may be bound, nor will any consents or authorizations of any
party other than those hereto be required, (b) an event that would permit any
party to any agreement or instrument to terminate it or to accelerate the
maturity of any indebtedness or other obligation of TSC, or (c) an event that
would result in the creation or imposition or any lien, charge, or encumbrance
on any asset of TSC or would create any obligations for which TSC would be
liable, except as contemplated by this Agreement.
2O. Full Disclosure. None of representations and warranties made by TSC,
or in any certificate or memorandum furnished or to be furnished by TSC, or on
its behalf, contains or will contain any untrue statement of material fact, or
omit any material fact the omission of which would be misleading. TSC has
disclosed to SETI all reasonably foreseeable contingencies which, if such
contingencies transpired, would have a material adverse effect on TSC.
2P. Assets. TSC has good and marketable title to all of its property.
ARTICLE III
SHAREHOLDER REPRESENTATIONS
Each shareholder of SETI represents to TSC that he has the right, power,
and authority to enter into, and perform his obligations under this Agreement.
The execution and delivery of this Agreement by such shareholder and the
delivery by such shareholder of his shares in SETI pursuant to Article I will
not cause, constitute, or conflict with or result in any breach or violation or
any of the provisions of or constitute a default under any license, indenture,
mortgage, charter, instrument, or agreement to which he is a party, or by which
he may be bound, nor will any consents or authorizations of any party be
required. Each shareholder of SETI represents and warrants to TSC that the
shares of SETI that such shareholder will deliver at closing will be free of any
liens or encumbrances.
Each shareholder of SETI understands that the shares being acquired from TSC
represent restricted securities as that term is defined in Rule l44 of the
Securities and Exchange Commission.
ARTICLE IV
OBLIGATIONS BEFORE CLOSING
4.0l Investigative Rights. From the date of this Agreement until the date
of closing, each party shall provide to the other party, and such other party's
counsel, accountants, auditors, and other authorized representatives, full
access during normal business hours to all of each party's properties, books,
contracts, commitments, records and correspondence and communications with
regulatory agencies for the purpose of examining the same. Each party shall
furnish the other party with all information concerning each party's affairs as
the other party may reasonably request.
4.02 Conduct of Business. Prior to the closing, and except as contemplated
by this Agreement, each party shall conduct its business in the normal course,
and shall not sell, pledge, or assign any assets, without the prior written
approval of the other party, except in the regular course of business. Except as
contemplated by this Agreement, neither party to this Agreement shall amend its
Articles of Incorporation or By-laws, declare dividends, redeem or sell stock or
other securities, incur additional or newly-funded material liabilities, acquire
or dispose of fixed assets, change senior management, change employment terms,
enter into any material or long-term contract, guarantee obligations of any
third party, settle or discharge any balance sheet receivable for less than its
stated amount, pay more on any liability than its stated amount, or enter into
any other transaction other than in the regular course of business.
ARTICLE V
CONDITIONS PRECEDENT TO PERFORMANCE BY TSC
5.01 Conditions. TSC's obligations hereunder shall be subject to the
satisfaction, at or before the Closing, of all the conditions set forth in this
Article V. TSC may waive any or all of these conditions in whole or in part
without prior notice; provided, however, that no such waiver of a condition
shall constitute a waiver by TSC of any other condition of or any of TSC's other
rights or remedies, at law or in equity, if SETI shall be in default of any of
its representations, warranties, or covenants under this agreement.
5.02 Accuracy of Representations. Except as otherwise permitted by this
Agreement, all representations and warranties by SETI in this Agreement or in
any written statement that shall be delivered to TSC by SETI under this
Agreement shall be true on and as of the closing date as though made at those
times.
5.03 Performance. SETI shall have performed, satisfied, and complied with
all covenants, agreements, and conditions required by this Agreement to be
performed or complied with by it, on or before the closing. SETI shall have
obtained all necessary consents and approvals necessary to consummate the
transactions contemplated hereby.
5.04 Absence of Litigation. No action, suit, or proceeding before any
court or any governmental body or authority, pertaining to the transaction
contemplated by this agreement or to its consummation, shall have been
instituted or threatened on or before the closing.
ARTICLE VI
CONDITIONS PRECEDENT TO PERFORMANCE BY SETI
6.01 Conditions. SETI's obligations hereunder shall be subject to the
satisfaction, at or before the Closing, of the conditions set forth in this
Article VI. SETI may waive any or all of these conditions in whole or in part
without prior notice; provided, however, that no such waiver of a condition
shall constitute a waiver by SETI of any other condition of or any of SETI's
other rights or remedies, at law or in equity, if TSC shall be in default of any
of its representations, warranties, or covenants under this agreement.
6.02 Accuracy of Representations. Except as otherwise permitted by this
Agreement, all representations and warranties by TSC in this Agreement or in any
written statement that shall be delivered to SETI by TSC under this Agreement
shall be true on and as of the closing date as though made at those times.
6.03 Performance. TSC shall have performed, satisfied, and complied with
all covenants, agreements, and conditions required by this Agreement to be
performed or complied with by it, on or before the closing. TSC shall have
obtained all necessary consents and approvals necessary to consummate the
transactions contemplated hereby, including those required by Section 4.02.
6.04 Absence of Litigation. No action, suit, or proceeding before any
court or any governmental body or authority, pertaining to the transaction
contemplated by this agreement or to its consummation, shall have been
instituted or threatened on or before the closing.
6.05 Other. In addition to the other provisions of this Article V, SETI's
obligations hereunder shall be subject to the satisfaction, at or before the
Closing, of the following:
The return to treasury and the cancellation of 7,500,000 shares of TSC's
common stock.
The liabilities of TSC will not exceed $100, with the exception of any
liabilities owed by TSC to third parties who have assigned their receivables
from TSC to ▇▇▇▇▇ ▇▇▇▇▇▇▇.
ARTICLE VII
CLOSING
7.0l Closing. The closing of this transaction shall be held at the offices
of SETI. Unless the closing of this transaction takes place before December 5,
2002, then either party may terminate this Agreement without liability to the
other party, except as otherwise provided in Section 9.12. At the closing, the
following documents, in form reasonably acceptable to counsel to the parties or
as set forth herein, shall be delivered:
By SETI:
A. An officer's certificate, dated the closing date, that all
representations, warranties, covenants, and conditions set forth in this
Agreement on behalf of SETI are true and correct as of, or have been fully
performed and complied with by, the closing date.
By TSC:
A. An officer's certificate, dated the closing date, that all
representations, warranties, covenants, and conditions set forth in this
Agreement on behalf of TSC are true and correct as of, or have been fully
performed and complied with by, the closing date.
7.02 Exchange of Shares. On the closing date, each share of common stock
of SETI then issued and outstanding, will be exchanged, on a pro-rata basis, for
fully paid and nonassessable shares of TSC in accordance with Schedule 1 to this
Agreement.
7.03 No Fractional Shares. No certificates for fractional share interests
of common stock of SETI will be issued, but, in lieu thereof, TSC will issue one
share of common stock for each fractional share held in SETI.
7.04 Officer and Directors. At the closing of this Agreement TSC will
cause ▇▇▇▇▇ ▇▇▇▇▇▇▇ to be appointed as a director of TSC. Following such
appointment, all present officers and directors of TSC will resign.
ARTICLE VIII
REMEDIES
8.01 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 Vancouver, British Columbia, and judgment on the
arbitration award may be entered in any court having jurisdiction over the
subject matter of the controversy.
8.02 Costs. If any legal action or any arbitration or other proceeding is
brought for the enforcement of this Agreement, or because of an alleged dispute,
breach, default, or misrepresentation in connection with any of the provisions
of this Agreement, the successful or prevailing party or parties shall be
entitled to recover reasonable attorney's fees and other costs incurred in that
action or proceeding, in addition to any other relief to which it or they may be
entitled.
8.03 Termination. In addition to the other remedies, TSC or SETI may on or
prior to the closing date terminate this Agreement, without liability to the
other party:
(i) If any bona fide action or proceeding shall be pending against TSC or
SETI on the closing date that could result in an unfavorable judgment, decree,
or order that would prevent or make unlawful the carrying out of this Agreement
or if any agency of the federal or of any state government shall have objected
at or before the closing date to this acquisition or to any other action
required by or in connection with this Agreement;
(ii) If the legality and sufficiency of all steps taken and to be taken by
each party in carrying out this Agreement shall not have been approved by the
respective party's counsel, which approval shall not be unreasonably withheld.
(iii) If a party breaches any representation, warranty, covenant or
obligation of such party set forth herein and such breach is not corrected
within ten days of receiving written notice from the other party of such breach.
ARTICLE IX
MISCELLANEOUS
9.01 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.
9.02 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.
9.03 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, convenants, 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.
9.04 Time of Essence. Time is of the essence of this Agreement and of each
and every provision hereof.
9.05 Entire Agreement. This Agreement contains the entire Agreement and
understanding between the parties hereto, and supersedes all prior agreements,
understandings and the letters of intent between the parties.
9.06 Governing Law. This Agreement and its application shall be
governed by the laws of British Columbia.
9.07 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.
9.08 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 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 as follows:
Travel ▇▇▇▇▇▇.▇▇▇, Inc.
▇/▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇. ▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
SETI Corp.
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
9.09 Binding Effect. This Agreement shall inure to and be binding
upon the heirs, executors, personal representatives, successors and assigns
of each of the parties to this Agreement.
9.10 Effect of Closing. All representations, warranties, covenants, and
agreements of the parties contained in this Agreement, or in any instrument,
certificate, opinion, or other writing provided for in it, shall survive the
closing of this Agreement. In the event there is any material misrepresentation
or warranty of any party to this Agreement, then TSC (if such misrepresentation
is made by SETI or the SETI shareholders) or the shareholders of SETI ( if such
misrepresentation is made by TSC) may recind this Agreement during the 90 day
period following the closing of this Agreement.
9.11 Mutual Cooperation. The parties hereto shall cooperate with each
other to achieve the purpose of this Agreement, and shall execute such other and
further documents and take such other and further actions as may be necessary or
convenient to effect the transaction described herein. Neither party will
intentionally take any action, or omit to take any action, which will cause a
breach of such party's obligations pursuant to this Agreement.
9.12 Expenses. Each of the parties hereto agrees to pay all of its own
expenses (including without limitation, attorneys' and accountants' fees)
incurred in connection with this Agreement, the transactions contemplated herein
and negotiations leading to the same and the preparations made for carrying the
same into effect. Each of the parties expressly represents and warrants that no
finder or broker has been involved in this transaction and each party agrees to
indemnify and hold the other party harmless from any commission, fee or claim of
any person, firm or corporation employed or retained by such party (or claiming
to be employed or retained by such party) to bring about or represent such party
in the transactions contemplated by this Agreement.
AGREED TO AND ACCEPTED as of the date first above written.
Travel ▇▇▇▇▇▇.▇▇▇, Inc.
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
SETI Corp.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇, President
Shareholders of SETI Corp.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇ Meate
▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
/s/ J. Hatzikalfa
-------------------------------------
J. Hatzikalfa
/s/ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
The ▇▇▇▇▇▇ Trust
By: /s/
-------------------------------
Authorized Officer
Spectrum Meditech Inc.
By: /s/
-------------------------------
Authorized Officer
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Schedule 1
Allocation of Shares
SETI Shares of TSC to be
Shareholder Shareholdings in SETI Received by SETI Shareholder
▇▇▇▇▇ ▇▇▇▇▇▇▇ 1,280,000 4,900,170
▇▇▇▇ ▇▇▇▇▇ 120,000 459,391
▇▇▇▇▇▇▇ ▇▇▇▇▇ 40,000 153,130
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 240,000 918,782
J. Hatzikalfa 40,000 153,130
▇▇▇▇ ▇▇▇▇▇▇ 280,000 1,071,913
The ▇▇▇▇▇▇ Trust 260,000 995,347
Spectrum Meditech Inc. 800,000 3,062,606
▇▇▇▇ ▇▇▇▇▇▇▇ 800,000 3,062,606
▇▇▇▇ ▇▇▇▇ 200,000 765,652
▇▇▇▇ ▇▇▇▇ 200,000 765,652
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 100,000 382,826
---------- ------------
Total 4,360,000 16,691,205
========= ==========
Exhibit A
Options, Warrants and Convertible Securities (SETI)
None.
Exhibit B
Officers and Directors (SETI)
▇▇▇▇▇ ▇▇▇▇▇▇▇
Exhibit C
Financial Statements -Changes in Financial Condition (SETI)
No changes
Exhibit D
Trademarks, Trade Names and Copyrights (SETI)
o NEEDLE-EASE(TM)
Exhibit E
Material Contracts (SETI)
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
As per employment agreements.
Exhibit F
Insurance Policies (SETI)
None.
Exhibit G
Officers, Directors, Bank Accounts, Safe Deposit Boxes, Powers of Attorney
(TSC)
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is the only officer and director.
Exhibit H
Options, Warrants and Convertible Securities (TSC)
None.
Exhibit I
Financial Statements - Changes in Financial Condition (TSC)
No changes from last 10-Q report.
Exhibit J
Trademarks, Trade Names and Copyrights (TSC)
None.
Exhibit K
Material Contracts (TSC)
None.
Exhibit L
Insurance Policies (TSC)
None
Exhibit M
Litigation (TSC)
None.