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EXHIBIT 10.6
SHARE EXCHANGE AGREEMENT
This Share Exchange Agreement (this "Agreement") is made and entered
into as of May 28, 1999, by and among CompGeeks, Inc., a Delaware corporation
("Parent"), Evertek Computer Products, Inc., a California corporation
("Evertek"), The ▇▇▇▇▇▇ Family Trust, the sole shareholder of Evertek (the
"Evertek Shareholder"), ▇▇▇▇▇▇▇▇▇.▇▇▇, a California corporation ("Compgeeks"),
the Compgeeks shareholders listed on Schedule A attached hereto (individually, a
"Compgeeks Shareholder" and collectively, the "Compgeeks Shareholders"), Evertek
Trading Limited, a company organized under the laws of Hong Kong ("Evertek HK")
and ▇▇▇▇▇ ▇▇▇▇▇▇, the beneficial owner of all of the outstanding capital stock
of Evertek HK (the "Evertek HK Shareholder".
RECITALS
A. In exchange for shares of Parent Common Stock ("Parent Shares"), the
Evertek Shareholder, the Compgeeks Shareholders and the Evertek HK Shareholder
desire to contribute all of the outstanding shares of capital stock (or the
beneficial ownership thereof in the case of the Evertek HK Shareholder) of
Evertek (the "Evertek Shares"), Compgeeks (the "Compgeeks Shares") and Evertek
HK (the "Evertek HK Shares"), respectively, to Parent; and
B. In exchange for the Evertek Shares, the Compgeeks Shares and the
Evertek HK Shares, Parent desires to issue the Parent Shares to the Evertek
Shareholder, the Compgeeks Shareholders and the Evertek HK Shareholder.
NOW, THEREFORE, in consideration of the premises, representations and
mutual covenants hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, agree as follows:
ARTICLE I
EXCHANGE OF THE SHARES
1.1 Exchange of Shares. The Evertek Shareholder, the Compgeeks
Shareholders and the Evertek HK Shareholder hereby agree to exchange, sell,
transfer and deliver to Parent, and Parent hereby agrees to purchase and acquire
from the Evertek Shareholder, the Compgeeks Shareholders and the Evertek HK
Shareholder, on the Closing Date (as hereinafter defined) all of the outstanding
Evertek Shares, Compgeeks Shares and Evertek HK Shares (which includes the
Evertek HK Shareholder's beneficial interest in the Evertek HK Shares) free from
any charge, lien, encumbrance or adverse claim of any kind whatsoever.
1.2 Consideration for Shares. Parent shall deliver at the Closing (as
hereinafter defined) to each of the Evertek Shareholder, the Compgeeks
Shareholders and the Evertek HK Shareholder, in exchange and as consideration
for the Evertek Shares, Compgeeks Shares and the Evertek HK Shares (which
includes the Evertek HK Shareholder's beneficial interest in the Evertek HK
Shares), a stock certificate representing that number of shares of Parent Common
Stock for each of the Evertek Shareholder, the Compgeeks Shareholders and the
Evertek HK Shareholder as set forth on Schedule A attached hereto.
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1.3 Delivery of Shares. At the Closing, each of the Evertek Shareholder,
the Compgeeks Shareholders and the Evertek HK Shareholder shall deliver to
Parent, in exchange for their respective portion of the Parent Shares as set
forth in Schedule A attached hereto, stock certificate(s) representing the
Evertek Shares, Compgeeks Shares and Evertek HK Shares (or other documentation
representing the Evertek HK Shareholder's beneficial ownership of the Evertek HK
Shares), duly endorsed in favor of Parent or accompanied by stock powers duly
executed in favor of and in a form reasonably acceptable to Parent, free from
any charge, lien, encumbrance or adverse claim of any kind whatsoever, together
with the minute books and stock ledger of Evertek, Compgeeks and Evertek HK.
1.4 Legends. The certificates evidencing the Parent Shares shall bear
the following legend and any legends required by any state securities laws:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN
EXEMPTION UNDER THE ACT THE AVAILABILITY OF WHICH IS TO BE
ESTABLISHED TO THE REASONABLE SATISFACTION OF EVERTEK."
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF EVERTEK
AND THE EVERTEK SHAREHOLDER
Evertek and the Evertek Shareholder, jointly and severally, agree with,
and represent and warrant to Parent as follows:
2.1 Corporate Existence, Good Standing and Authority. Evertek is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation. Evertek has full corporate power and
corporate authority to carry on its business as now being conducted and is
entitled to own, lease or operate the property and assets now owned, leased or
operated by it. Evertek is qualified to do business, is in good standing and has
all required and appropriate licenses in each jurisdiction in which its failure
to obtain or maintain such qualification, good standing or licensing would have
a material adverse effect on the business, financial condition or results of
operations (a "Material Adverse Effect") of Evertek. Evertek has all requisite
corporate power and corporate authority to enter into this Agreement and to
consummate the transactions contemplated hereby. This Agreement has been duly
executed and delivered by Evertek and the Evertek Shareholder, has been
authorized by all necessary corporate action of Evertek and constitutes a legal,
valid and binding obligation of Evertek and the Evertek Shareholder, enforceable
against Evertek and the Evertek Shareholder in accordance with its terms, except
as enforcement may be limited by equitable principles or bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to creditors' rights
generally.
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2.2 Capitalization. The authorized capital stock of Evertek consists of
1,000,000 shares of common stock, of which 50,000 shares are issued and
outstanding. All of the Evertek Shares are owned, beneficially and of record,
only by the Evertek Shareholder and are free from any charge, lien, encumbrance
or adverse claim of any kind whatsoever. The Evertek Shareholder has the
absolute and unrestricted right, power, authority and capacity to transfer the
Evertek Shares to Parent and upon the Closing, without exception, Parent will
acquire from the Evertek Shareholder legal and beneficial ownership of, good and
valid title to, and all rights to vote, the Evertek Shares, free from any
charge, lien, encumbrance or adverse claim of any kind whatsoever. All of the
Evertek Shares have been duly authorized and validly issued and are fully paid
and nonassessable. There are no options, warrants, conversion rights, rights of
exchange, or other rights, plans, agreements or other commitments providing for
the purchase, issuance or sale of any shares of Evertek's capital stock or any
securities convertible into or exchangeable for any shares of Evertek's capital
stock.
2.3 Subsidiaries. Evertek does not presently own, directly or
indirectly, any interest in any other corporation, association, joint venture or
other business entity.
2.4 Litigation. No litigation, arbitration or proceeding is pending or,
to the best of Evertek's knowledge, threatened by or against Evertek, its
properties or assets, the Evertek Shares or its officers or directors before any
court or any government agency, and, to the best of Evertek's knowledge, no
facts exist which might form the basis for any such litigation, arbitration or
proceeding.
2.5 Taxes. No tax liabilities, disallowances or assessments relating to
the business, assets or employees or independent contractors of Evertek have
been assessed or prepossessed as of the date hereof, and to the best of
Evertek's knowledge there is no basis for any such liabilities, disallowances or
assessments. Evertek is not delinquent in the payment of any taxes which would
result in the imposition of a lien, claim or encumbrance on Evertek, its
properties or assets or the Evertek Shares.
2.6 No Breach. The consummation of the transactions contemplated by this
Agreement will not result in or constitute any of the following: (i) a conflict,
violation or default with or an event that, with notice or lapse of time or
both, would be a default, breach, or violation of Evertek's Charter or Bylaws,
any License (as hereinafter defined) or of any contract, lease, license,
promissory note, conditional sales contract, commitment, indenture, mortgage,
deed of trust, or other agreement, instrument or arrangement to which Evertek is
a party or by which Evertek or its assets are bound; (ii) an event that would
permit any party to terminate any agreement or to accelerate the maturity of or
permit the subordination of any indebtedness or other obligation of Evertek;
(iii) the creation or imposition of any lien, charge, or encumbrance on any of
the assets of Evertek; or (iv) conflict with or result in the violation or
breach of any law, rule or regulation of any governmental authority, or any
judgment, order, injunction or decree applicable to Evertek or its assets.
2.7 Compliance with Law; Governmental Consents. The business and
operations of Evertek have been and are being conducted in compliance with all
laws, rules, regulations and licensing requirements applicable thereto, except
where failure to be so in compliance would not have a Material Adverse Effect on
Evertek. Evertek is unaware of any facts which might form the basis for a claim
that any material violation of such laws exists. No consent, approval, order
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or authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state or local governmental authority on the part of
Evertek or the Evertek Shareholder is required in connection with the execution,
delivery and performance by Evertek or the Evertek Shareholder of this
Agreement, the consummation of the transactions contemplated hereby or Parent'
operation of Evertek's business following the Closing Date.
2.8 Representations Complete. None of the representations and warranties
made by the Evertek Shareholder or Evertek herein, nor any statement made in any
Exhibit, Schedule or certificate furnished pursuant to this Agreement, contains
or will contain any untrue statement of a material fact, or omit to state any
material fact required to be stated therein, or necessary in order to make the
statements made, in light of the circumstances under which they were made, not
misleading.
2.9 Consents of Non-Governmental Third Parties. No consent, waiver or
approval of any non-governmental third party is necessary for the consummation
by the Evertek Shareholder and Evertek of the transactions contemplated hereby.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE EVERTEK SHAREHOLDER
The Evertek Shareholder represents and warrants to Parent that:
3.1 Good and Marketable Title to Shares. The Evertek Shareholder has and
will have on the Closing Date, full right, power, and authority to sell,
transfer and deliver the Evertek Shares as provided in this Agreement.
3.2 Purchase Entirely for Own Account. The Evertek Shareholder
understands that Parent is entering into this Agreement with the Evertek
Shareholder in reliance upon the Evertek Shareholder's representation to Parent,
which by the Evertek Shareholder's execution of this Agreement the Evertek
Shareholder hereby confirms, that the Parent Shares to be received by the
Evertek Shareholder, (for purposes of Article III, the "Securities") will be
acquired for investment for the Evertek Shareholder's own account, not as a
nominee or agent, and not with a view to the resale or distribution of any part
thereof, and that the Evertek Shareholder has no present intention of selling,
granting any participation in, or otherwise distributing the same. By executing
this Agreement, the Evertek Shareholder further represents that the Evertek
Shareholder does not have 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 Securities. The Evertek Shareholder
represents that it has full power and authority to enter into this Agreement.
3.3 Disclosure of Information. The Evertek Shareholder believes that it
has received all the information it considers necessary or appropriate for
deciding whether to purchase the Securities. The Evertek Shareholder further
represents that it has had an opportunity to ask questions and receive answers
from Parent regarding Parent and its business and operations and the terms and
conditions of the offering of the Securities.
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3.4 Investment Experience. The Evertek Shareholder is an investor in
securities of companies in the development stage and acknowledges that it is
able to fend for itself, can bear the economic risk of its investment and has
such knowledge and experience in financial or business matters that it is
capable of evaluating the merits and risks of the investment in the Securities.
3.5 Accredited Shareholder. The Evertek Shareholder is an "accredited
investor" within the meaning of Regulation D promulgated under the Securities
Act of 1993, as amended (the "Act").
3.6 Restricted Securities. The Evertek Shareholder understands that the
Parent Shares it is purchasing are characterized as "restricted securities"
under the federal securities laws inasmuch as they are being acquired from
Parent in a transaction not involving a public offering and that under such laws
and applicable regulations such securities may be resold without registration
under the Act, only in certain limited circumstances. In this connection, the
Evertek Shareholder represents that it is familiar with Rule 144 promulgated
under the Act, as now in effect, and understands the resale limitations imposed
thereby and by the Act.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF COMPGEEKS
AND THE COMPGEEKS SHAREHOLDERS
Compgeeks and each of the Compgeeks Shareholders, jointly and severally,
agree with, and represent warrant to Parent as follows:
4.1 Corporate Existence, Good Standing and Authority. Compgeeks is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation. Compgeeks has full corporate power and
corporate authority to carry on its business as now being conducted and is
entitled to own, lease or operate the property and assets now owned, leased or
operated by it. Compgeeks is qualified to do business, is in good standing and
has all required and appropriate licenses in each jurisdiction in which its
failure to obtain or maintain such qualification, good standing or licensing
would have a Material Adverse Effect on Compgeeks. Compgeeks has all requisite
corporate power and corporate authority to enter into this Agreement and to
consummate the transactions contemplated hereby. This Agreement has been duly
executed and delivered by Compgeeks and each of the Compgeeks Shareholders, has
been authorized by all necessary corporate action of Compgeeks and constitutes a
legal, valid and binding obligation of Compgeeks and the Compgeeks Shareholders,
enforceable against Compgeeks and the Compgeeks Shareholders in accordance with
its terms, except as enforcement may be limited by equitable principles or
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
creditors' rights generally.
4.2 Capitalization. The authorized capital stock of Compgeeks consists
of 100,000 shares of common stock, of which 2,000 shares are issued and
outstanding. All of the Compgeeks Shares are owned, beneficially and of record,
only by the Compgeeks Shareholders and are free from any charge, lien,
encumbrance or adverse claim of any kind whatsoever. Each of the Compgeeks
Shareholders have the absolute and unrestricted right, power, authority and
capacity to transfer the Compgeeks Shares to Parent and upon the Closing,
without exception,
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Parent will acquire from the Compgeeks Shareholders legal and beneficial
ownership of, good and valid title to, and all rights to vote, the Compgeeks
Shares, free from any charge, lien, encumbrance or adverse claim of any kind
whatsoever. All of the Compgeeks Shares have been duly authorized and validly
issued and are fully paid and nonassessable. There are no options, warrants,
conversion rights, rights of exchange, or other rights, plans, agreements or
other commitments providing for the purchase, issuance or sale of any shares of
Compgeeks' capital stock or any securities convertible into or exchangeable for
any shares of Compgeeks' capital stock.
4.3 Subsidiaries. Compgeeks does not presently own, directly or
indirectly, any interest in any other corporation, association, joint venture or
other business entity.
4.4 Litigation. No litigation, arbitration or proceeding is pending or,
to the best of Compgeeks' knowledge, threatened by or against Compgeeks, its
properties or assets, the Compgeeks Shares or its officers or directors before
any court or any government agency, and, to the best of Compgeeks' knowledge, no
facts exist which might form the basis for any such litigation, arbitration or
proceeding.
4.5 Taxes. No tax liabilities, disallowances or assessments relating to
the business, assets or employees or independent contractors of Compgeeks have
been assessed or prepossessed as of the date hereof, and to the best of
Compgeeks' knowledge there is no basis for any such liabilities, disallowances
or assessments. Compgeeks is not delinquent in the payment of any taxes which
would result in the imposition of a lien, claim or encumbrance on Compgeeks, its
properties or assets or the Compgeeks shares.
4.6 No Breach. The consummation of the transactions contemplated by this
Agreement will not result in or constitute any of the following: (i) a conflict,
violation or default with or an event that, with notice or lapse of time or
both, would be a default, breach, or violation of Compgeeks' Charter or Bylaws,
any License (as hereinafter defined) or of any contract, lease, license,
promissory note, conditional sales contract, commitment, indenture, mortgage,
deed of trust, or other agreement, instrument or arrangement to which Compgeeks
is a party or by which Compgeeks or its assets are bound; (ii) an event that
would permit any party to terminate any agreement or to accelerate the maturity
of or permit the subordination of any indebtedness or other obligation of
Compgeeks; (iii) the creation or imposition of any lien, charge, or encumbrance
on any of the assets of Compgeeks; or (iv) conflict with or result in the
violation or breach of any law, rule or regulation of any governmental
authority, or any judgment, order, injunction or decree applicable to Compgeeks
or its assets.
4.7 Compliance with Law; Governmental Consents. The business and
operations of Compgeeks have been and are being conducted in compliance with all
laws, rules, regulations and licensing requirements applicable thereto, except
where failure to be so in compliance would not have a Material Adverse Effect on
Compgeeks. Compgeeks is unaware of any facts which might form the basis for a
claim that any material violation of such laws exists. No consent, approval,
order or authorization of, or registration, qualification, designation,
declaration or filing with, any federal, state or local governmental authority
on the part of Compgeeks or the Compgeeks Shareholders is required in connection
with the execution, delivery and performance by Compgeeks or the Compgeeks
Shareholders of this Agreement, the consummation of the
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transactions contemplated hereby or Parent' operation of Compgeeks' business
following the Closing Date.
4.8 Representations Complete. None of the representations and warranties
made by the Compgeeks Shareholders or Compgeeks herein, nor any statement made
in any Exhibit, Schedule or certificate furnished pursuant to this Agreement,
contains or will contain any untrue statement of a material fact, or omit to
state any material fact required to be stated therein, or necessary in order to
make the statements made, in light of the circumstances under which they were
made, not misleading.
4.9 Consents of Non-Governmental Third Parties. No consent, waiver or
approval of any non-governmental third party is necessary for the consummation
by the Compgeeks Shareholders and Compgeeks of the transactions contemplated
hereby.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF
THE COMPGEEKS SHAREHOLDERS
Each of the Compgeeks Shareholders represents and warrants to Parent
that:
5.1 Good and Marketable Title to Shares. Each Compgeeks Shareholder has
and will have on the Closing Date, full right, power, and authority to sell,
transfer and deliver the Compgeeks Shares as provided in this Agreement.
5.2 Purchase Entirely for Own Account. Each Compgeeks Shareholder
understands that Parent is entering into this Agreement with the Compgeeks
Shareholders in reliance upon the Compgeeks Shareholders' representation to
Parent, which by each Compgeeks Shareholder's execution of this Agreement such
Compgeeks Shareholder hereby confirms, that the Parent Shares to be received by
such Compgeeks Shareholders, (for purposes of Article V, the "Securities") will
be acquired for investment for such Compgeeks Shareholder's own account, not as
a nominee or agent, and not with a view to the resale or distribution of any
part thereof, and that such Compgeeks Shareholders has no present intention of
selling, granting any participation in, or otherwise distributing the same. By
executing this Agreement, each Compgeeks Shareholder further represents that
such Compgeeks Shareholder does not have 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 Securities. Each
Compgeeks Shareholder represents that it has full power and authority to enter
into this Agreement.
5.3 Disclosure of Information. Each Compgeeks Shareholder believes that
it has received all the information it considers necessary or appropriate for
deciding whether to purchase the Securities. Each Compgeeks Shareholder further
represents that it has had an opportunity to ask questions and receive answers
from Parent regarding Parent and its business and operations and the terms and
conditions of the offering of the Securities.
5.4 Investment Experience. Each Compgeeks Shareholder is an investor in
securities of companies in the development stage and acknowledges that it is
able to fend for itself, can
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bear the economic risk of its investment and has such knowledge and experience
in financial or business matters that it is capable of evaluating the merits and
risks of the investment in the Securities.
5.5 Accredited Shareholder. Each Compgeeks Shareholder is an "accredited
investor" within the meaning of Regulation D promulgated under the Act.
5.6 Restricted Securities. Each Compgeeks Shareholder understands that
the Parent Shares it is purchasing are characterized as "restricted securities"
under the federal securities laws inasmuch as they are being acquired from
Parent in a transaction not involving a public offering and that under such laws
and applicable regulations such securities may be resold without registration
under the Act, only in certain limited circumstances. In this connection, each
Compgeeks Shareholder represents that it is familiar with Rule 144 promulgated
under the Act, as now in effect, and understands the resale limitations imposed
thereby and by the Act.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF EVERTEK HK
AND THE EVERTEK HK SHAREHOLDER
Evertek HK and the Evertek HK Shareholder, jointly and severally, agree
with, and represent and warrant to Parent as follows:
6.1 Corporate Existence, Good Standing and Authority. Evertek HK is a
company duly organized, validly existing and in good standing under the laws of
its jurisdiction of incorporation. Evertek HK has full corporate power and
corporate authority to carry on its business as now being conducted and is
entitled to own, lease or operate the property and assets now owned, leased or
operated by it. Evertek HK is qualified to do business, is in good standing and
has all required and appropriate licenses in each jurisdiction in which its
failure to obtain or maintain such qualification, good standing or licensing
would have a material adverse effect on the business, financial condition or
results of operations (a "Material Adverse Effect") of Evertek HK. Evertek HK
has all requisite corporate power and corporate authority to enter into this
Agreement and to consummate the transactions contemplated hereby. This Agreement
has been duly executed and delivered by Evertek HK and the Evertek HK
Shareholder, has been authorized by all necessary corporate action of Evertek HK
and constitutes a legal, valid and binding obligation of Evertek HK and the
Evertek HK Shareholder, enforceable against Evertek HK and the Evertek HK
Shareholder in accordance with its terms, except as enforcement may be limited
by equitable principles or bankruptcy, insolvency, reorganization, moratorium or
similar laws relating to creditors' rights generally.
6.2 Capitalization. The authorized capital stock of Evertek HK consists
of 1,000 ordinary shares, of which two (2) shares are issued and outstanding.
All of the Evertek HK Shares are beneficially owned only by the Evertek HK
Shareholder and are free from any charge, lien, encumbrance or adverse claim of
any kind whatsoever. The Evertek HK Shareholder has the absolute and
unrestricted right, power, authority and capacity to transfer its beneficial
ownership in the Evertek HK Shares to Parent and upon the Closing, without
exception, Parent will acquire from the Evertek HK Shareholder beneficial
ownership of the Evertek HK Shares, free from any charge, lien, encumbrance or
adverse claim of any kind whatsoever. All of the
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Evertek HK Shares have been duly authorized and validly issued and are fully
paid and nonassessable. There are no options, warrants, conversion rights,
rights of exchange, or other rights, plans, agreements or other commitments
providing for the purchase, issuance or sale of any shares of Evertek HK's
capital stock or any securities convertible into or exchangeable for any shares
of Evertek HK's capital stock.
6.3 Subsidiaries. Evertek HK does not presently own, directly or
indirectly, any interest in any other corporation, association, joint venture or
other business entity.
6.4 Litigation. No litigation, arbitration or proceeding is pending or,
to the best of Evertek HK's knowledge, threatened by or against Evertek HK, its
properties or assets, the Evertek HK Shares or its officers or directors before
any court or any government agency, and, to the best of Evertek HK's knowledge,
no facts exist which might form the basis for any such litigation, arbitration
or proceeding.
6.5 Taxes. No tax liabilities, disallowances or assessments relating to
the business, assets or employees or independent contractors of Evertek HK have
been assessed or prepossessed as of the date hereof, and to the best of Evertek
HK's knowledge there is no basis for any such liabilities, disallowances or
assessments. Evertek HK is not delinquent in the payment of any taxes which
would result in the imposition of a lien, claim or encumbrance on Evertek HK,
its properties or assets or the Evertek HK Shares.
6.6 No Breach. The consummation of the transactions contemplated by this
Agreement will not result in or constitute any of the following: (i) a conflict,
violation or default with or an event that, with notice or lapse of time or
both, would be a default, breach, or violation of Evertek HK's Charter or
Bylaws, any License (as hereinafter defined) or of any contract, lease, license,
promissory note, conditional sales contract, commitment, indenture, mortgage,
deed of trust, or other agreement, instrument or arrangement to which Evertek HK
is a party or by which Evertek HK or its assets are bound; (ii) an event that
would permit any party to terminate any agreement or to accelerate the maturity
of or permit the subordination of any indebtedness or other obligation of
Evertek HK; (iii) the creation or imposition of any lien, charge, or encumbrance
on any of the assets of Evertek HK; or (iv) conflict with or result in the
violation or breach of any law, rule or regulation of any governmental
authority, or any judgment, order, injunction or decree applicable to Evertek HK
or its assets.
6.7 Compliance with Law; Governmental Consents. The business and
operations of Evertek HK have been and are being conducted in compliance with
all laws, rules, regulations and licensing requirements applicable thereto,
except where failure to be so in compliance would not have a Material Adverse
Effect on Evertek HK. Evertek HK is unaware of any facts which might form the
basis for a claim that any material violation of such laws exists. No consent,
approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any federal, state or local
governmental authority on the part of Evertek HK or the Evertek HK Shareholder
is required in connection with the execution, delivery and performance by
Evertek HK or the Evertek HK Shareholder of this Agreement, the consummation of
the transactions contemplated hereby or Parent' operation of Evertek HK's
business following the Closing Date.
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6.8 Representations Complete. None of the representations and warranties
made by the Evertek HK Shareholder or Evertek HK herein, nor any statement made
in any Exhibit, Schedule or certificate furnished pursuant to this Agreement,
contains or will contain any untrue statement of a material fact, or omit to
state any material fact required to be stated therein, or necessary in order to
make the statements made, in light of the circumstances under which they were
made, not misleading.
6.9 Consents of Non-Governmental Third Parties. No consent, waiver or
approval of any non-governmental third party is necessary for the consummation
by the Evertek HK Shareholder and Evertek HK of the transactions contemplated
hereby.
ARTICLE VII
REPRESENTATIONS AND WARRANTIES OF
THE EVERTEK HK SHAREHOLDER
The Evertek HK Shareholder represents and warrants to Parent that:
7.1 Good and Marketable Title to Shares. The Evertek HK Shareholder has
and will have on the Closing Date, full right, power, and authority to sell,
transfer and deliver its beneficial ownership of the Evertek HK Shares as
provided in this Agreement.
7.2 Purchase Entirely for Own Account. The Evertek HK Shareholder
understands that Parent is entering into this Agreement with the Evertek HK
Shareholder in reliance upon the Evertek HK Shareholder's representation to
Parent, which by the Evertek HK Shareholder's execution of this Agreement the
Evertek HK Shareholder hereby confirms, that the Parent Shares to be received by
the Evertek HK Shareholder, (for purposes of Article VII, the "Securities") will
be acquired for investment for the Evertek HK Shareholder's own account, not as
a nominee or agent, and not with a view to the resale or distribution of any
part thereof, and that the Evertek HK Shareholder has no present intention of
selling, granting any participation in, or otherwise distributing the same. By
executing this Agreement, the Evertek HK Shareholder further represents that he
does not have 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 Securities. The Evertek HK Shareholder
represents that it has full power and authority to enter into this Agreement.
7.3 Disclosure of Information. The Evertek HK Shareholder believes that
it has received all the information it considers necessary or appropriate for
deciding whether to purchase the Securities. The Evertek HK Shareholder further
represents that it has had an opportunity to ask questions and receive answers
from Parent regarding Parent and its business and operations and the terms and
conditions of the offering of the Securities.
7.4 Investment Experience. The Evertek HK Shareholder is an investor in
securities of companies in the development stage and acknowledges that it is
able to fend for itself, can bear the economic risk of its investment and has
such knowledge and experience in financial or business matters that it is
capable of evaluating the merits and risks of the investment in the Securities.
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7.5 Accredited Shareholder. The Evertek HK Shareholder is an "accredited
investor" within the meaning of Regulation D promulgated under the Act.
7.6 Restricted Securities. The Evertek HK Shareholder understands that
the Parent Shares it is purchasing are characterized as "restricted securities"
under the federal securities laws inasmuch as they are being acquired from
Parent in a transaction not involving a public offering and that under such laws
and applicable regulations such securities may be resold without registration
under the Act, only in certain limited circumstances. In this connection, the
Evertek HK Shareholder represents that it is familiar with Rule 144 promulgated
under the Act, as now in effect, and understands the resale limitations imposed
thereby and by the Act.
ARTICLE VIII
REPRESENTATIONS AND WARRANTIES OF PARENT
Parent represents and warrants to Evertek, Compgeeks, Evertek HK, the
Evertek Shareholder, the Compgeeks Shareholders and the Evertek HK Shareholder
that:
8.1 Corporate Existence, Good Standing and Authority. Parent is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation. Parent has full corporate power and
corporate authority to carry on its business as now being conducted and is
entitled to own, lease or operate the property and assets now owned, leased or
operated by it. Parent is qualified to do business, is in good standing and has
all required and appropriate licenses in each jurisdiction in which its failure
to obtain or maintain such qualification, good standing or licensing would have
a Material Adverse Effect on Parent. Parent has all requisite corporate power
and corporate authority to enter into this Agreement and to consummate the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by Parent, has been authorized by all necessary corporate action of
Parent and constitutes a legal, valid and binding obligation of Parent,
enforceable against Parent in accordance with its terms, except as enforcement
may be limited by equitable principles or bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to creditors' rights
generally.
8.2 Capitalization. The authorized capital stock of Parent consists of
25,000,000 shares of common stock, $0.001 par value per share, of which no
shares are issued and outstanding. All of the Parent Shares are free from any
charge, lien, encumbrance or adverse claim of any kind whatsoever. Each of the
Evertek Shareholder, the Compgeeks Shareholders and the Evertek HK Shareholder
will acquire from Parent legal and beneficial ownership of, good and valid title
to, and all rights to vote, the Parent Shares, free from any charge, lien,
encumbrance or adverse claim of any kind whatsoever. All of the Parent Shares
have been duly authorized and validly issued and are fully paid and
nonassessable. There are no options, warrants, conversion rights, rights of
exchange, or other rights, plans, agreements or other commitments providing for
the purchase, issuance or sale of any shares of Parent's capital stock or any
securities convertible into or exchangeable for any shares of Parent's capital
stock.
8.3 Subsidiaries. Parent does not presently own, directly or indirectly,
any interest in any other corporation, association, joint venture or other
business entity.
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8.4 Litigation. No litigation, arbitration or proceeding is pending or,
to the best of Parent's knowledge, threatened by or against Parent, its
properties or assets, the Parent Shares or its officers or directors before any
court or any government agency, and, to the best of Parent's knowledge, no facts
exist which might form the basis for any such litigation, arbitration or
proceeding.
8.5 Taxes. No tax liabilities, disallowances or assessments relating to
the business, assets or employees or independent contractors of Parent have been
assessed or prepossessed as of the date hereof, and to the best of Parent's
knowledge there is no basis for any such liabilities, disallowances or
assessments. Parent is not delinquent in the payment of any taxes which would
result in the imposition of a lien, claim or encumbrance on Parent, its
properties or assets or the Parent Shares.
8.6 No Breach. The consummation of the transactions contemplated by this
Agreement will not result in or constitute any of the following: (i) a conflict,
violation or default with or an event that, with notice or lapse of time or
both, would be a default, breach, or violation of Parent's Charter or Bylaws,
any License (as hereinafter defined) or of any contract, lease, license,
promissory note, conditional sales contract, commitment, indenture, mortgage,
deed of trust, or other agreement, instrument or arrangement to which Parent is
a party or by which Parent or its assets are bound; (ii) an event that would
permit any party to terminate any agreement or to accelerate the maturity of or
permit the subordination of any indebtedness or other obligation of Parent;
(iii) the creation or imposition of any lien, charge, or encumbrance on any of
the assets of Parent; or (iv) conflict with or result in the violation or breach
of any law, rule or regulation of any governmental authority, or any judgment,
order, injunction or decree applicable to Parent or its assets.
8.7 Compliance with Law; Governmental Consents. The business and
operations of Parent have been and are being conducted in compliance with all
laws, rules, regulations and licensing requirements applicable thereto, except
where failure to be so in compliance would not have a Material Adverse Effect on
Parent. Parent is unaware of any facts which might form the basis for a claim
that any material violation of such laws exists. No consent, approval, order or
authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state or local governmental authority on the part of
Parent is required in connection with the execution, delivery and performance by
Parent of this Agreement, the consummation of the transactions contemplated
hereby or Parent's operation of Parent's business following the Closing Date.
8.8 Representations Complete. None of the representations and warranties
made by Parent herein, nor any statement made in any Exhibit, Schedule or
certificate furnished pursuant to this Agreement, contains or will contain any
untrue statement of a material fact, or omit to state any material fact required
to be stated therein, or necessary in order to make the statements made, in
light of the circumstances under which they were made, not misleading.
8.9 Consents of Non-Governmental Third Parties. No consent, waiver or
approval of any non-governmental third party is necessary for the consummation
by Parent of the transactions contemplated hereby.
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ARTICLE IX
COVENANTS OF EVERTEK AND THE EVERTEK SHAREHOLDER
Evertek and the Evertek Shareholder, jointly and severally, covenant to
Parent that:
9.1 Maintenance of Business. From the date hereof until the Closing,
each of Evertek and the Evertek Shareholder shall use its best efforts, to cause
Evertek to carry on and preserve the business, goodwill and the relationships of
Evertek with suppliers, employees, agents and others in substantially the same
manner as they have been prior to the date hereof.
9.2 Necessary Consents. Prior to the Closing, Evertek will obtain such
written consents and take such other actions as may be necessary or appropriate
to allow the consummation of the transactions contemplated hereby and to allow
the continuation of Evertek's businesses by Parent after the Closing as
conducted at the date hereof.
9.3 Best Efforts. Each of Evertek and the Evertek Shareholder will use
its best efforts to perform and fulfill all obligations on their respective
parts to be performed and fulfilled under this Agreement, and to cause all the
conditions precedent to the consummation of the transactions to be timely
satisfied, to the end that the transactions contemplated by this Agreement shall
be effected substantially in accordance with its terms. Each of Evertek and the
Evertek Shareholder shall each cooperate with Parent in such actions and in
securing requisite approvals and shall deliver such further documents as Parent
may reasonably request as necessary to evidence such transactions.
ARTICLE X
COVENANTS OF COMPGEEKS AND THE COMPGEEKS SHAREHOLDERS
Compgeeks and each of the Compgeeks Shareholders, jointly and severally,
covenant to Parent that:
10.1 Maintenance of Business. From the date hereof until the Closing,
each of Compgeeks and the Compgeeks Shareholders shall use its best efforts, to
cause Compgeeks to carry on and preserve the business, goodwill and the
relationships of Compgeeks with suppliers, employees, agents and others in
substantially the same manner as they have been prior to the date hereof.
10.2 Necessary Consents. Prior to the Closing, Compgeeks will obtain
such written consents and take such other actions as may be necessary or
appropriate to allow the consummation of the transactions contemplated hereby
and to allow the continuation of Compgeeks' business by Parent after the Closing
as conducted at the date hereof.
10.3 Best Efforts. Each of Compgeeks and the Compgeeks Shareholders will
use its best efforts to perform and fulfill all obligations on their respective
parts to be performed and fulfilled under this Agreement, and to cause all the
conditions precedent to the consummation of the transactions to be timely
satisfied, to the end that the transactions contemplated by this Agreement shall
be effected substantially in accordance with its terms. Each of Compgeeks and
the Compgeeks Shareholders shall each cooperate with Parent in such actions and
in securing
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requisite approvals and shall deliver such further documents as Parent may
reasonably request as necessary to evidence such transactions.
ARTICLE XI
COVENANTS OF EVERTEK HK AND THE EVERTEK HK SHAREHOLDER
Evertek HK and the Evertek HK Shareholder, jointly and severally,
covenant to Parent that:
11.1 Maintenance of Business. From the date hereof until the Closing,
each of Evertek HK and the Evertek HK Shareholder shall use its best efforts, to
cause Evertek HK to carry on and preserve the business, goodwill and the
relationships of Evertek HK with suppliers, employees, agents and others in
substantially the same manner as they have been prior to the date hereof.
11.2 Necessary Consents. Prior to the Closing, Evertek HK will obtain
such written consents and take such other actions as may be necessary or
appropriate to allow the consummation of the transactions contemplated hereby
and to allow the continuation of Evertek HK's business by Parent after the
Closing as conducted at the date hereof.
11.3 Best Efforts. Each of Evertek HK and the Evertek HK Shareholder
will use its best efforts to perform and fulfill all obligations on their
respective parts to be performed and fulfilled under this Agreement, and to
cause all the conditions precedent to the consummation of the transactions to be
timely satisfied, to the end that the transactions contemplated by this
Agreement shall be effected substantially in accordance with its terms. Each of
Evertek HK and the Evertek HK Shareholder shall cooperate with Parent in such
actions and in securing requisite approvals and shall deliver such further
documents as Parent may reasonably request as necessary to evidence such
transactions.
ARTICLE XII
COVENANTS OF PARENT
Parent covenants to each of Evertek, Compgeeks, Evertek HK, the
Evertek Shareholder, the Compgeeks Shareholders and the Evertek HK Shareholder
that:
12.1 Necessary Consents. Prior to the Closing, Parent will use its best
efforts to obtain such consents and take such other actions as may be necessary
or appropriate to allow the consummation of the transactions contemplated
hereby.
12.2 Best Efforts. Parent will use its best efforts to perform and
fulfill all obligations on its part to be performed and fulfilled under this
Agreement, and to cause all the conditions precedent to the consummation of the
transactions to be timely satisfied, to the end that the transactions
contemplated by this Agreement shall be effected substantially in accordance
with its terms.
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ARTICLE XIII
CONDITIONS PRECEDENT TO
OBLIGATIONS OF PARENT
The obligation of Parent to consummate the transactions contemplated by
this Agreement is subject to the satisfaction, at or before the Closing, of all
the following conditions, unless waived in writing by Parent:
13.1 Certificates for Shares. Parent shall have received certificates
for the Evertek Shares, the Compgeeks Shares and the Evertek HK Shares, which
shall constitute all of the issued and outstanding capital stock of Evertek,
Compgeeks and Evertek HK.
13.2 Representations and Warranties True. All representations and
warranties of each of Evertek, Compgeeks, Evertek HK, the Evertek Shareholder,
the Compgeeks Shareholders and the Evertek HK Shareholder in this Agreement or
the Schedules and Exhibits hereto shall be true and correct on and as of the
Closing Date as if made on the date thereof.
13.3 Covenants Performed. Each of Evertek, Compgeeks, Evertek HK, the
Evertek Shareholder, the Compgeeks Shareholders and the Evertek HK Shareholder
shall have performed, satisfied, and complied with all covenants, agreements,
and conditions required by this Agreement to be performed or complied with by
each of Evertek, Compgeeks, Evertek HK, the Evertek Shareholder, the Compgeeks
Shareholders and the Evertek HK Shareholder on or before the Closing Date.
13.4 Registration Statement. Parent shall have filed a registration
statement on Form S-1 under the Act which covers shares (or other securities) to
be sold on its behalf to the public in an underwritten offering.
13.5 Certificate. Parent shall have received from each of Evertek,
Compgeeks, Evertek HK, the Evertek Shareholder, the Compgeeks Shareholders and
the Evertek HK Shareholder a certificate, dated the Closing Date, certifying
that the conditions specified in this Article XIII have been satisfied.
ARTICLE XIV
CONDITIONS PRECEDENT TO
OBLIGATIONS OF EVERTEK, COMPGEEKS AND EVERTEK HK
The obligation of Evertek, Compgeeks and Evertek HK to consummate the
transactions contemplated by this Agreement is subject to the satisfaction, at
or before the Closing, of all the following conditions, unless waived in writing
by Evertek, Compgeeks and Evertek HK:
14.1 Representations. All representations and warranties by Parent in
this Agreement or the Schedules and Exhibits hereto, or in any written statement
or certificate that shall be delivered to Evertek, Compgeeks and Evertek HK by
Parent under this Agreement shall be true on and as of the Closing as though
such representations and warranties were made on and as of that date, and a duly
authorized Parent officer shall have delivered a certificate, dated the Closing
Date, to Evertek, Compgeeks and Evertek HK so certifying.
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14.2 Covenants Performed. Parent shall have performed, satisfied, and
complied with all covenants, agreements, and conditions required by this
Agreement to be performed or complied with by Parent on or before the Closing,
and a duly authorized Parent officer shall have delivered a certificate, dated
the Closing Date, to Evertek, Compgeeks and Evertek HK so certifying.
14.3 Registration Statement. Parent shall have filed a registration
statement on Form S-1 under the Act which covers shares (or other securities) to
be sold on its behalf to the public in an underwritten offering.
ARTICLE XV
CLOSING
The share exchange hereunder (the "Closing") shall occur at the offices
of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP located ▇▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m. on the first business day following the
filing of a registration statement on Form S-1 by Parent or at such other time
and date to which the parties may agree in writing (the "Closing Date").
ARTICLE XVI
TERMINATION
16.1 Termination by Mutual Consent. At any time prior to the Closing,
this Agreement may be terminated by written consent of Parent, Evertek,
Compgeeks and Evertek HK.
16.2 Termination by Compgeeks. Compgeeks may terminate this Agreement at
any time after June 30, 1999 by delivery of written notice to Parent, Evertek
and Evertek HK, if the Closing has not occurred by such date because the
conditions contained in Article XIV are or have not been satisfied.
16.3 Termination by Evertek. Evertek may terminate this Agreement at any
time after June 30, 1999 by delivery of written notice to Parent, Compgeeks and
Evertek HK, if the Closing has not occurred by such date because the conditions
contained in Article XIV are or have not been satisfied.
16.4 Termination by Evertek HK. Evertek HK may terminate this Agreement
at any time after June 30, 1999 by delivery of written notice to Parent, Evertek
and Compgeeks, if the Closing has not occurred by such date because the
conditions contained in Article XIV are or have not been satisfied.
16.5 Termination by Parent. Parent may terminate this Agreement at any
time after June 30, 1999 by delivery of written notice to Evertek, Compgeeks and
Evertek HK, if the Closing has not occurred by such date because the conditions
contained in Article XIII are or have not been satisfied.
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16.6 Effect of Termination. In the event of termination as provided
above, this Agreement shall forthwith become of no further force or effect and
all parties hereto shall bear their own costs associated with this Agreement and
all transactions mentioned herein; provided, that Article XVII hereof shall
survive such termination and continue in full force and effect, and such
termination shall not relieve any person of liability for breach of or
interference with this Agreement.
ARTICLE XVII
GENERAL PROVISIONS
17.1 Survival. All representations and warranties made shall survive the
Closing.
17.2 Further Assurances. At the request of any of the parties hereto,
and without further consideration, the other parties agree to execute such
documents and instruments and to do such further acts as may be necessary or
desirable to effectuate the transactions contemplated hereby.
17.3 No Broker or Finder. Each of the parties represents and warrants
that it has dealt with no broker or finder in connection with any of the
transactions contemplated by this Agreement, and, insofar as it knows, no broker
or other person is entitled to any conversion or finder's fee, in connection
with these transactions.
17.4 Each Party to Bear Own Costs. Each of the parties shall pay all
costs and expenses incurred or to be incurred by it in negotiating and preparing
this Agreement and in closing and carrying out the transactions contemplated by
this Agreement.
17.5 Entire Agreement; Waivers. This Agreement and the Exhibits and
Schedules hereto constitute the entire agreement between the parties pertaining
to the contemporaneous agreements, representations, and understandings of the
parties. No supplement, modification, or amendment of this Agreement shall be
binding unless executed in writing by all parties. No waiver of any of the
provisions of this Agreement shall be deemed, or shall constitute, a waiver of
any other provision, whether or not similar, nor shall any waiver constitute a
continuing waiver. No waiver shall be binding unless executed in writing by the
party making the waiver.
17.6 Successors and Assigns. This Agreement shall be binding on, and
shall inure to the benefit of, the parties to it and their respective heirs,
legal representatives, successors, and assigns.
17.7 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:
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To Evertek at: Evertek Computer Products, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
To Compgeeks at: ▇▇▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇
To Evertek HK: Evertek Trading Limited
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
To Parent at: CompGeeks, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
Any party may change its address for purposes of this Section by giving notice
of the new address to each of the other parties in the manner set forth above.
17.8 Attorneys' Fees. If any party to this Agreement shall bring any
action, suit, counterclaim or appeal for any relief against the other,
declaratory or otherwise, to enforce the terms hereof or to declare rights
hereunder (collectively, an "Action"), the prevailing party shall be entitled to
recover as part of any such Action its reasonable attorneys' fees and costs,
including any fees and costs incurred in bringing and prosecuting such Action
and/or enforcing any order, judgment, ruling or award granted as part of such
Action.
17.9 Governing Law. The terms of this Agreement shall be governed by the
laws of the State of California applicable to agreements entered into, to be
wholly performed in and among residents exclusively of California.
17.10 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.
17.11 Severability. All provisions contained herein are severable and in
the event that any of them shall be held to be to any extent invalid or
otherwise unenforceable by any court of competent jurisdiction, such provision
shall be construed as if it were written so as to effectuate to the greatest
possible extent the parties' expressed intent; and in every case the remainder
of this Agreement shall not be affected thereby and shall remain valid and
enforceable, as if such affected provision were not contained herein.
17.12 Separate Counsel. Each of Evertek, Compgeeks, Evertek HK, the
Evertek Shareholder, the Compgeeks Shareholders and the Evertek HK Shareholder
acknowledges and agrees that such have been provided the opportunity and
encouraged to consult with counsel of
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19
such entity's or person's own choosing with respect to this Agreement and that
▇▇▇▇▇▇▇, Phleger & ▇▇▇▇▇▇▇▇ LLP solely represents the interests of Parent.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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EXHIBIT 10.6
IN WITNESS WHEREOF, the parties hereto have executed this Share Exchange
Agreement as of the date first above written.
COMPGEEKS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇, Chief Executive Officer
COMPGEEKS SHAREHOLDERS
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇
EVERTEK SHAREHOLDER
▇▇▇▇▇ ▇▇▇▇▇▇ AND SHU-▇▇▇▇ ▇▇▇▇ AS
TRUSTEES OF THE ▇▇▇▇▇▇ FAMILY TRUST
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇, Trustee
/s/ Shu-▇▇▇▇ ▇▇▇▇
-----------------------------------------
Shu-▇▇▇▇ ▇▇▇▇, Trustee
[COUNTERPART SIGNATURE PAGE TO SHARE EXCHANGE AGREEMENT]
21
EXHIBIT 10.6
EVERTEK COMPUTER PRODUCTS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇, President
▇▇▇▇▇▇▇▇▇.▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------
▇▇▇▇▇ ▇▇▇▇▇, President
EVERTEK TRADING LIMITED
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
Its: Beneficial Owner of all
Capital Stock
------------------------------------
EVERTEK HK SHAREHOLDER
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
[COUNTERPART SIGNATURE PAGE TO SHARE EXCHANGE AGREEMENT]
22
EXHIBIT 10.6
SCHEDULE A
PARENT STOCKHOLDERS
-----------------------------------------------------------------------------------------------------------
NUMBER OF NUMBER OF
NUMBER OF ▇▇▇▇▇▇▇▇▇.▇▇▇ EVERTEK HK NUMBER OF
NAME OF STOCKHOLDER EVERTEK SHARES SHARES SHARES PARENT SHARES
-----------------------------------------------------------------------------------------------------------
Evertek Shareholder
▇▇▇▇▇ ▇▇▇▇▇▇ and Shu-▇▇▇▇ ▇▇▇▇
as Trustees of The ▇▇▇▇▇▇
Family Trust ............................ 50,000 10,601,181
Compgeek Shareholders
▇▇▇▇▇ ▇▇▇▇▇▇ ........................... 1,000 3,040,292
▇▇▇▇▇ ▇▇▇▇▇ ............................ 1,000 3,040,292
Evertek HK Shareholder
▇▇▇▇▇ ▇▇▇▇▇▇ ........................... 2 1,025,235
------ ----- -- ----------
TOTAL ............................ 50,000 2,000 2 17,707,000
====== ===== == ==========
23
EXHIBIT 10.6
CONSENT OF SPOUSE
The undersigned spouse of a party to that certain Share Exchange
Agreement to which this Consent of Spouse is attached has read and hereby
approves the foregoing Share Exchange Agreement. In consideration of CompGeeks'
granting such party the right to acquire the Parent Shares in accordance with
the terms of such Agreement, the undersigned hereby agrees to be irrevocably
bound by all the terms and provisions of such Agreement, including, any right
the undersigned may otherwise have in such shares pursuant to community property
laws or other marital property rights.
M. ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------------
(Please Print Name of Party )
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
-------------------------------------------
(Please Print Name of Spouse)
/s/ M. ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------------
(Signature of Spouse)
24
EXHIBIT 10.6
CONSENT OF SPOUSE
The undersigned spouse of a party to that certain Share Exchange
Agreement to which this Consent of Spouse is attached has read and hereby
approves the foregoing Share Exchange Agreement. In consideration of CompGeeks'
granting such party the right to acquire the Parent Shares in accordance with
the terms of such Agreement, the undersigned hereby agrees to be irrevocably
bound by all the terms and provisions of such Agreement, including, any right
the undersigned may otherwise have in such shares pursuant to community property
laws or other marital property rights.
▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------------
(Please Print Name of Party )
Shu-▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------------
(Please Print Name of Spouse)
/s/ Shu-▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------------
(Signature of Spouse)