STOCK EXCHANGE AGREEMENT
STOCK EXCHANGE AGREEMENT (the "Agreement") dated as of April __, 2001 by and
between MVD, Inc., a Delaware corporation ("MVD" or the "Company"), eCast Media
Corporation, Inc. (d/b/a NT Media Corp.), a Delaware corporation ("eCast"), and
those shareholders of eCast who have executed a counterpart of this Agreement
(the "eCast Holders").
WITNESSETH:
WHEREAS, MVD wishes to acquire all of the issued and outstanding stock
of eCast (the "eCast Shares") in exchange for total consideration of 24,000,000
shares of common stock of MVD; and
WHEREAS, MVD and the eCast Holders are entering into this Agreement to
provide for the acquisition by MVD of the issued and outstanding shares of eCast
held by the eCast Holders (the "eCast Control Shares"), which today do and as of
the closing of the transactions herein contemplated shall constitute 100% of the
total eCast Shares, in exchange for payment to them of their prorata share of
the total consideration; and
WHEREAS, it is the present intention of the parties that (i) eCast be
operated as a wholly owned subsidiary; and that (ii) the transaction be tax free
under either Section 368 or Section 351 of the Internal Revenue Code of 1986, as
amended;
NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the sufficiency of which is acknowledged, the parties
hereto hereby agree that:
1. Purchase and Sale of Securities.
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1.1 Purchase and Sale of Shares. On the terms and subject to the conditions
set forth in this Agreement, MVD hereby purchases all of the issued and
outstanding eCast Control Shares from the eCast Holders, and the eCast Holders
hereby sell the eCast Control Shares to MVD (the "Exchange").
1.2 Purchase Price. In payment for the eCast Control Shares, MVD hereby
agrees to ratably pay and deliver to the eCast Holders at closing their
respective prorata shares of the total consideration, amounting to a total of
24,000,000 shares of the common stock of MVD (the "MVD Shares") in the
proportions set forth on SCHEDULE 1.2; and the eCast Holders hereby agree to
convey and deliver all of the eCast Control Shares to MVD at closing. All of the
eCast Control Shares and the MVD Shares must at closing be duly authorized,
fully paid and validly issued, free of all liens, claims and encumbrances. The
eCast Control Shares shall be delivered to ▇▇▇▇▇ Law Group, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and the MVD Shares issuable to the
eCast Holders shall be delivered to ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ LLP, Attorneys at Law,
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, for
delivery to the proper parties, and delivery to such firm shall constitute
delivery to the parties. The "Closing" shall be the date the eCast Control
Shares and MVD Shares are delivered to such firm.
2. MVD's Representations and Warranties. MVD represents and warrants to
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eCast and the eCast Holders that:
2.1 Due Organization. The Company is a corporation duly organized, validly
existing, and in good standing under the laws of Delaware, and has all requisite
corporate power and authority to own, operate, and lease its respective
properties and assets and to conduct its respective businesses as now conducted,
and is qualified to do business in the state
or other jurisdiction where the nature of its properties, assets, or businesses
as now conducted, and is qualified to do business in the state or other
jurisdiction where the nature of its properties, assets, or businesses requires
such qualification other than where the failure to be so qualified would not,
individually or in the aggregate, have a material adverse effect on the
condition, financial or otherwise, of the business, operations, affairs,
properties, or assets. This shall be referred to as the "Condition of the
Company."
2.2 Compliance with Law. The Company has obtained and maintains in full
force and effect all permits, licenses, consents, approvals, registrations,
memberships, authorizations, and qualifications under all federal, state, local,
and foreign laws and regulations, and with all federal, state, local, and
foreign governmental or regulatory authorities ("Authority") required for the
conduct by it of its businesses and the ownership or possession by it of its
properties and assets other than where the failure to obtain or maintain such
permits, licenses, consents, approvals, registrations, memberships,
authorizations, or qualifications could not, individually or in the aggregate,
have a material adverse effect on the Condition of the Company. The Company is
in compliance with all laws, regulations, ordinances, orders, and decrees of the
Securities and Exchange Commission and the National Association of Securities
Dealers applicable to the Company filings under the Securities and Exchange Act
of 1934, as amended ("34 Act") and is listed for trading on the NASDAQ Bulletin
Board.
2.3 Authorization, Execution, and Delivery of Agreement.
(a) The execution and delivery of this Agreement, the issuance and sale of
the Shares to eCast, and the consummation of the transactions contemplated
hereby (i) are within the corporate power and authority of the Company, (ii) do
not require the approval or consent of any stockholders of the Company, and
(iii) have been duly authorized by all necessary corporate power on the part of
the Company. This Agreement has been duly authorized by all necessary corporate
power on the part of the Company. This Agreement has been duly executed and
delivered by the company, and this Agreement constitutes the legal, valid,
binding, and enforceable obligation of the Company, subject to applicable
bankruptcy, insolvency, and similar laws affecting creditors' rights generally,
and subject as to enforceability under general principles of equity (regardless
of whether enforcement is sought in a proceeding in equity or at law).
(b) The Shares have been duly authorized by all necessary corporate action
on the part of the Company and are validly issued, fully paid, and
nonassessable, and eCast will acquire valid title to such shares, free and clear
of any encumbrances.
2.4 Financial Statements. The Company's audited financial statements for
the periods ending December 31, 2000 are true, correct and complete, and have
been prepared in accordance with generally accepted accounting principles and
standards and all applicable SEC rules.
2.5 No Misrepresentation. This Agreement and the Company's Form 10-K report
previously furnished contain no untrue statement of a material fact, nor omit to
state a material fact about the Company necessary to make the statements
contained herein and therein not misleading.
2.6 Capitalization. The Company has authorized 50,000,000 shares of common
stock of which 2,500,000 are issued and outstanding and 5,000,000 shares of
Preferred Stock of which no shares of Preferred Stock are issued and
outstanding.
3. Representations and Warranties of eCast and the eCast Holders. eCast and
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the eCast Holders severally represent and warrant to the Company that:
3.1 Execution and Deliver of Agreement. This Agreement has been duly
executed and delivered by and constitutes a legal, valid, binding, and
enforceable obligation of eCast and each of the eCast Holders, subject to
applicable bankruptcy, insolvency, and similar laws affecting creditors' rights
generally, and subject as to enforceability under general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law).
3.2 Purchase Entirely for Own Account. The eCast Holders each confirm that
they are acquiring the MVD Shares for their respective own accounts and not as a
nominee or agent for any person, and each is acquiring the MVD Shares for
investment and not with a view to the resale or distribution of any part
thereof, other than as permitted by applicable federal and state securities
laws, and no eCast Holder is a party to any contract, undertaking, agreement, or
arrangement with any person to sell, transfer, or grant participation to such
person or to any third person with respect to any of the MVD Shares.
3.3 Representations and Warranties Correct. To the best knowledge of each
of the eCast Holders, the representations and warranties of eCast herein are
true and correct, and eCast has full power and authority to enter into this
Agreement.
3.4 Access to Information about Company. eCast and the eCast Holders
represent and warrant that eCast has no contracts or agreements respecting the
eCast Control Shares, there are no preemptive rights as to the eCast Control
Shares, and no options or other rights exist whereby any person is entitled to
buy or acquire the eCast Control Shares.
3.5 Restricted Securities. Each eCast Holder understands and acknowledges
that the MVD Shares he or she is purchasing are characterized as restricted
securities under the U.S. federal securities laws because they were acquired
from the Company in a transaction not involving a public offering, and that
under such laws and applicable regulations the securities may be resold or
otherwise transferred without registration under the Securities Act of 1933 and
other applicable laws only in certain limited circumstances.
3.6 Legend. The eCast Holders each understand and acknowledge that all
certificates evidencing the MVD Shares shall, unless and until removed in
accordance with law, bear a legend in substantially the following form:
"These securities have not been registered under the Securities Act of
1933. They may not be sold, offered for sale, pledged, or hypothecated in the
absence of a registration statement in effect with respect to the securities
under such Act or an opinion of counsel satisfactory to Company that such
registration is not required or unless sold under Rule 144 of the Securities
Act."
3.7 Ownership of eCast Control Shares, Etc. Each eCast Holder owns good and
merchantable title to the eCast Control Shares, free and clear of all liens,
claims and encumbrances of third persons, and each owns the number of shares set
forth next to his, her or its respective name.
4. Covenants.
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4.1 Covenants of MVD. MVD hereby covenants and agrees to perform or do
before or at the Closing the following: (i) authorize and cause a 2.4 for one
forward split of shares; (ii) nominate and appoint to the board of directors
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to serve as Chairman and elect two other directors designated by
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (iii) MVD shall cooperate with eCast in any respect required to
carry out the purposes of this Agreement, including the preparation
and filing of Form 8-K disclosing this transaction, if such assistance is
required, and the execution and delivery of any additional documents deemed by
counsel to eCast.
5. General Provisions.
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5.1 Survival of Representations, Warranties and Agreement. Notwithstanding
any investigation conducted or notice or knowledge obtained by or on behalf of
any party hereto, the representation and warranty in this Agreement shall
survive the sale of the exchange of MVD Shares and eCast Shares under the terms
of this Agreement.
5.2 Expenses. Each party hereto shall pay its, his or her own expenses
incidental to the preparation of this Agreement, the carrying out of the
provisions hereof, and the consummation of the transaction contemplated hereby.
5.3 Laws. This Agreement shall be governed and interpreted in accordance
with the laws of the State of California.
5.4. Entire Agreement. This Agreement constitutes the entire understanding
and agreement between the parties, and supersedes and integrates all prior oral
or written agreements, if any, and may only be modified by written amendment
signed by an authorized representative of each party.
5.5. No Conflicting Agreements. Each party states that there is no
agreement between itself and any other person, firm, or corporation which would
cause this Agreement not to have full force and effect.
Remainder of page intentionally left blank - Signature Page follows
IN WITNESS WHEREOF, the parties have duly executed this Agreement, all
as of the date first written above.
MVD, Inc. ("Company") eCast Media Corporation, Inc. ("eCast")
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
By............................ By........................
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
President President, CEO
Signatures of the eCast Holders
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (180,000) ▇▇▇▇ ▇'▇▇▇▇▇▇ (180,000)
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇'▇▇▇▇▇▇
................................. ...........................
Signature Signature
Astor Capital, Inc. (130,000) Britannica Associates, Ltd. (631,582)
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇
................................. .............................
Signature Signature
▇▇▇ ▇▇▇▇▇▇▇▇
By: ________________________________ By: ________________________________
Delta Capital Partners Ltd. (200,000)
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Signature
By: ________________________________