EXCHANGE AGREEMENT AND REPRESENTATIONS
To the Board of Directors and Shareholders of Genesis Companies Group, Inc.
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ are offering to exchange shares of
stock of ▇▇▇▇▇▇ International Holdings, Inc. (MIH), a Colorado Corporation held
by ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇. ("RD"), for shares of stock of
Genesis Companies Group, Inc. ("GCG"), a Delaware corporation (the "Company).
We hereby offer to exchange 150,000 shares of stock of ▇▇▇▇▇▇
International Holdings, Inc., a Colorado corporation, for 4,500,000 shares of
Genesis Companies Group Inc., a Delaware corporation, and upon acceptance by
GCG. In order to induce the GCG to accept our offer, we advise you as follows;
and acknowledge:
1. Corporate Documents. Receipt of copies of Articles, By-Laws, Plan and
Agreement of Reorganization (the "Plan"), including financial statements of
GCG and such other documents as requested.
2. Availability of Information. We hereby acknowledge that GCG has made
available to RD the opportunity to ask questions of, and receive answers
from the GCG, to the extent the Company possesses such information or can
acquire it without unreasonable effort or expense, as is necessary to
verify the accuracy of the information provided by the GCG and any other
person or entity acting on its behalf.
3. Representations and Warranties We represent and warrant to the GCG (and
understand that it is relying upon the accuracy and completeness of such
representations and warranties in connection with the availability of an
exemption for the offer and exchange of the shares from the registration
requirements of applicable federal and state securities laws) that:
(a) RESTRICTED SECURITIES.
(I) We understand that the shares have not been registered
under the Securities Act of 1933, as amended (The Act),
or any state securities laws.
(II) We understand that if this exchange agreement is
accepted and the shares are issued to the attached
shareholders, we cannot sell or otherwise dispose of
the shares unless the shares are registered under the
Act or the state securities laws or exemptions
therefrom are available (and consequently, that we must
bear the economic risk of the investment for an
indefinite period of time):
(III)We understand that the Company has no obligation now
or at any time to register the shares under the Act or
the state securities laws or obtain exemptions
therefrom, except as stated in the exchange agreement.
(IV) We understand that the Company will restrict the
transfer of the shares in accordance with the foregoing
representations.
(V) There is no public market for the common stock of MIH,
and there is no certainty that such a market will ever
develop or be maintained. There can be no assurance
that we will be able to sell or dispose of the Shares.
Moreover, no assignment, sale, transfer, exchange or
other disposition of the Shares can be made other than
in accordance with all applicable securities laws. It
is understood a transferee may at a minimum be required
to fulfill the investor suitability requirements
established by the Company, or registration may be
required.
(b) LEGEND.
We agree that any certificate representing the shares will
contain and be endorsed with the following, or a
substantially equivalent, LEGEND;
"This share certificate has been acquired pursuant to an
investment representation by the holder and shall not be
sold, pledged, hypothecated or donated or other wise
transferred except upon the issuance of a favorable opinion
by its counsel and the submission to the Company of other
evidence satisfactory to and as required by counsel to the
Company, that any such transfer will not violate the
Securities Act of 1933, as amended, and applicable state
securities laws. These shares are not and have not been
registered in any jurisdiction."
(c) AGE: CITIZENSHIP.
We are at least twenty-one years of age and a legal entity.
(d) ACCURACY OF INFORMATION.
All information which GCG has provided to RD concerning its
financial position and knowledge of financial and business
matters is correct and complete as of the date set forth at
the end hereof, and if there should be any material change
in such information prior to acceptance of this exchange
offer by the Company, GCG will immediately provide RD with
such information.
4. Exchange Procedure. We understand that this exchange is subject to each of
the following terms and conditions:
(a) The Company may reject this exchange for legal reasons set forth
in the Plan and Agreement of Reorganization, and this exchange
shall become binding upon the Company only when accepted, in
writing, by the Company.
(b) This offer may not be withdrawn by GCG or RD.
(c) The share certificates of MIH are to be issued and delivered
pursuant to this exchange. The shares will be issued and
delivered in the quantities and names of the attached list of
shareholders.
5. Suitability. We hereby warrant and represent:
(a) That we can afford a complete loss of the investment and can
afford to hold the securities being received hereunder for an
indefinite period of time.
(b) That we consider this investment a suitable investment, and
(c) That we have had prior experience in financial matters and
investments.
6. We have been furnished and have carefully reviewed the Plan and information
relating to the Company, including this form of Exchange Agreement. We are
aware that:
(a) There are substantial risks incident to the ownership of Shares
from the Company, and such investment is speculative and involves
a high degree of risk and loss of the entire investment in the
Company;
(b) No federal or state agency has commented upon the Shares or made
any finding or determination concerning the fairness of this
investment;
(c) The books and records of the Company will be reasonably available
for inspection by me and/or my investment advisors, if any, at
the Company's place of business.
(d) All assumptions and projections set forth in any documents
provided by the Company have been included therein for purposes
of illustration only, and no assurance is given that actual
results will correspond with the results contemplated by the
various assumptions set forth therein.
(e) The Company is in the development stage, and its proposed
operations are subject to all of the risk inherent in the
establishment of a new business enterprise, including a limited
operating history. The unlikelihood of the success of the Company
must be considered in light of the problems, expenses,
difficulties, complications and delays frequently encountered in
connection with the formation and operation of a new business and
the competitive environment in which the Company will operate.
7. We acknowledge that we have been advised to consult our own attorney and
investment advisor concerning the investment.
8. We acknowledge that the investment in the Company is an illiquid
investment. In particular, we recognize that:
(a) Due to restrictions described below, the lack of any market
existing or to exist for these Shares, in the event we should
attempt to sell our shares in the Company, the investment will be
highly illiquid and, probably must be held indefinitely.
(b) We must bear the economic risk of investment in the shares for an
indefinite period of time, since the Shares have not been
registered under the Securities Act of 1933, as amended, and
issuance is made in reliance upon Section 4(2) and 4(6) of said
Act Regulation S and/or Rules 501-506 of Regulation D under the
Act, whichever is applicable. Therefore, the Shares cannot be
offered, sold, transferred, pledged, or hypothecated to any
person unless either they are subsequently registered under said
Act or an exemption from such registration is available and the
favorable opinion of counsel for the Company to that effect is
obtain, which is not anticipated. Further, unless said Shares are
registered with the securities commission of the state in which
offered and sold, we may not resell, hypothecate, transfer,
assign or make other disposition of said Shares except in a
transaction exempt or exempted from the registration requirement
of the securities act of such state, and that the specific
approval of such sales by the securities regulatory body of the
state is required in some states.
(c) Our right to transfer our Shares will also be restricted by
the legend endorsed on the certificates.
9. We represent and warrant to the Company that:
(a) We have carefully reviewed and understand the risks of, and
other considerations relating to, the exchange of the
shares, including the risks of total loss in the event the
company's business is unsuccessful.
(b) We and our investment advisors, if any, have been furnished
all materials relating to the Company and its proposed
activities the Plan, the Plan of shares, or anything which
they have requested and have been afforded the opportunity
to obtain any additional information necessary to verify the
accuracy of any representations about the company;
(c) The Company has answered all inquiries that we and our
investment advisors, if any, have put to it concerning the
Company and its proposed activities and the Plan and
exchange of the Shares;
(d) Neither we nor our investment advisors, if any, have been
furnished any offering literature other than the documents
attached as exhibits thereto and we and our investment
advisors, if any, have relied only on the information
contained in such exhibits and the information, as described
in subparagraphs (b) and (c) above, furnished or made
available to them by the Company;
(e) We have adequate means of providing for our current needs
and personal contingencies and have no need for liquidity in
this investment; and
(f) The information provided by the Company is confidential and
non-public and we agree that all such information shall be
kept in confidence by the shareholder and shall not be used
as a personal benefit (other than in connection with its
exchange for the Shares) nor disclosed to any third party
for any reason; provided, however, that this obligation
shall not apply to any such information which (i) is part of
the public knowledge or literature and readily accessible at
the date hereof; (ii) becomes part of the public knowledge
or literature and readily accessible by publication (except
as a result of a breach of these provisions); or (iii) is
received from third parties (except those parties who
disclose such information in violation of any
confidentiality agreements including, without limitation,
any Exchange Agreement they may have with the Company).
10. We will hold title to our interest as follows:
{ } Community Property
{X} Joint Tenants with Right of Survivorship
{ } Tenants in Common
{ } Individually
{ } Other: (Corporation, Trust, Etc., please indicate)
(Note: Subscribers should seek the advice of their attorneys in
deciding in which of the above forms they should take ownership of the Shares,
since different forms of ownership can have varying gift tax and other
consequences, depending on the state of the investor's domicile and their
particular personal circumstances. For example, in community property states, if
community property assets are used to purchase shares held in individual
ownership, this might have adverse gift tax consequences. If OWNERSHIP IS BEING
TAKEN IN JOINT NAME WITH A SPOUSE OR ANY OTHER PERSON, THEN ALL SUBSCRIPTION
DOCUMENTS MUST BE EXECUTED BY ALL SUCH PERSONS.)
11. We hereby adopt, accept, and agree to be bound by all the terms and
conditions of the Plan, and by all of the terms and conditions of the
Articles of Incorporation, and amendments thereto, and By-Laws of the
Company. Upon acceptance of this Exchange Agreement by the Company, we
shall become MIH shareholders for all purposes, and the shares exchanged
shall be issued.
12. The Exchange Agreement, upon acceptance by the Company, shall be binding
upon the heirs, executors, administrators, successors, and assigns
13. We further represent and warrant:
(a) That we hereby agree to indemnify the Company and hold the
Company harmless from and against any and all liability,
damage, cost, or expense incurred on account of or arising
out of:
(I) Any inaccuracy in GCG declarations, representations,
and warranties hereinabove set forth;
(II) The disposition of any of the shares which we will
receive, contrary to the foregoing declarations,
representations, and warranties; and
(III)Any action, suit or proceeding based upon (1) the
claim that said declarations, representations, or
warranties were inaccurate or misleading or otherwise
cause for obtaining damages or redress from the
Company; or (2) the disposition of any of the shares or
any part thereof.
14. This Agreement shall be construed in accordance with and governed by the
laws of the State of California, except as to the manner in which the
shareholder elects to take title to the shares in the Company which shall
be construed in accordance with the State of his principal residence.
15. Conditions. This Exchange Agreement shall become binding upon the Issuer
and Investors only when accepted, in writing, by the Board of Director of
the Issuer.
16. We hereby agree to issue 150,000 shares of MIH, to names provided by ▇▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in exchange for 4,500,000 shares of Genesis Companies
Group, Inc., a Delaware corporation.
DATED THIS DAY OF March 2006.
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NAME OF PURCHASER/ EXCHANGER
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Signature of Purchaser/Exchanger:
Tax I.D./SSN
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Address : ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇.
Corona, CA 92880
(▇▇▇) ▇▇▇-▇▇▇▇
Business Telephone
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
NAME OF PURCHASER/EXCHANGER
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Signature of Purchaser/Exchanger:
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Tax I.D./SSN
Address : ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇.
Whittier, CA 90601
▇▇▇-▇▇▇-▇▇▇▇
Business Telephone
THIS EXCHANGE OFFER IS ACCEPTED THIS 15th day of March, 2006.
Genesis Companies Group, Inc., a Delaware Corporation
By: Date
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Wm. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President, COB
By: Date
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Director, Secretary