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EXCHANGE AGREEMENT
EXCHANGE AGREEMENT ("Agreement"), entered into as of this 14th day of
November, 2000 between TRANS VOICE INVESTMENTS LTD. ("Seller"), and GLOBAL ASSET
HOLDINGS INCORPORATED ("Purchaser").
R E C I T A L S
WHEREAS, the Seller owns a membership interest ("Interest") in SavOn
Calling.com, LLC, ("SavOn") a Florida Limited Liability Company, subject to the
terms and conditions of the (i) Acquisition Agreement dated May 1, 2000 between
Seller and Teltran International Group, Ltd. as amended by agreement on October
6, 2000 (the "Acquisition Agreement") and (ii) SavOnCalling.com, LLC Limited
Liability Company Management Agreement dated January 1, 2000 as amended by the
First Amendment to the Limited Liability Company Management Operating Agreement
and as the same is required to be amended pursuant to the aforesaid Acquisition
Agreement ("the Operating Agreement");
WHEREAS, the Seller wishes to sell its rights, claims and title to the
Interest, including any increases or reductions in the Interest and the
Purchaser wishes to purchase all Seller's right, title, and interest to the
Interest, as the same may be increased or decreased pursuant to the Amended
Acquisition Agreement as amended and Operating Agreement;
NOW THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements contained in this Agreement and other good
and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE
1.1 Agreement to Purchase and Sell; Purchase Price
Subject to the terms of this Agreement, the Seller hereby sells,
assigns, transfers and deliver to the Purchaser, and the Purchaser hereby agrees
to purchase the Interest from the Seller. The aggregate purchase price for the
Interest shall be (i) 2,000,000 shares of the common stock of the Purchaser (the
"Global Shares") and (ii) an additional number of Global Shares pursuant to
paragraph 1.2.
1.2 Contingent Consideration
If during the eighteen (18) month period commencing January 1, 2001 and ending
June 30, 2002 ("The Earnings Period") the accumulated net after tax income of
SavOn is $1,200,000 or greater, then the Seller shall receive additional Global
Shares from Purchaser. For each $1.00 of net after tax income of SavOn in excess
of $1,200,000, Seller shall receive additional Global Shares having a market
value of $10.00 per share. Cumulative net after tax income shall be determined
in accordance with generally accepted accounting procedures consistently applied
and the determination thereof shall be subject to review procedures by
Purchaser's independent public accountants. Such determination shall be set
forth in a written statement delivered to the parties by August 15, 2002. The
market price shall be the average closing bid price for the twenty (20) business
days prior to June 30, 2002.
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1.3 Deliveries by the Parties
At a closing to be held no later than November 17, 2000:
(a) the Purchaser shall deliver to the Seller certificates for the
Global Shares in the amount listed in Section 1.1. Such certificates shall bear
the following legend:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR
ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR
(iii) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT.
(b) At Closing, the Seller shall deliver an assignment evidencing the
transfer of the Interest to the Purchaser.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
OF THE SELLER
The Seller hereby represents and warrants to the Purchaser as follows:
2.1 Execution, Delivery and Performance of Agreement. Execution,
Delivery and Performance of Agreement. The execution and delivery of this
Agreement by the Seller, and all other documents contemplated hereby, and the
performance of its respective obligations hereunder and thereunder is within the
respective powers of the Seller.
2.2 Enforceability. This Agreement constitutes, when executed and
delivered by the Seller in accordance herewith, the valid and binding
obligations of the Seller enforceable in accordance with its terms, subject to
general principles of equity and bankruptcy or other laws relating to or
affecting the rights of creditors generally.
2.3 Seller's Ownership of the Interest. Seller owns the Interest
being sold hereunder free and clear of any liens or ncumbrances.
2.4 Organization and Standing. Seller is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has all requisite corporate power and
authority, and all authorizations, licenses, permits and certifications
necessary to own its properties and assets and to carry on its business as it is
now being conducted and proposed to be conducted. The Corporation is duly
qualified to transact business and is in good standing in each jurisdiction in
which the character of the properties owned or leased by it or the nature of its
businesses makes such qualification necessary.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE PURCHASER
Purchaser hereby represents and warrants to the Seller as follows:
3.1 Execution, Delivery and Performance of Agreement; Authority
Delivery and Performance of Agreement; Authority. The execution and delivery of
this Agreement by the Purchaser, and all other agreements and documents
contemplated hereby, and the performance of their respective obligations
hereunder and thereunder are within the respective powers of the Purchaser,
having been duly authorized.
3.2 Enforceability. This Agreement constitutes, when executed and
delivered by the Purchaser in accordance herewith, the valid and binding
obligations of the Purchaser enforceable in accordance with its terms, subject
to general principles of equity and bankruptcy or other laws relating to or
affecting the rights of creditors generally.
3.3 Organization and Standing. Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has all requisite corporate power and
authority, and all authorizations, licenses, permits and certifications
necessary to own its properties and assets and to carry on its business as it is
now being conducted and proposed to be conducted. Purchaser is duly qualified to
transact business and is in good standing in each jurisdiction in which the
character of the properties owned or leased by it or the nature of its
businesses makes such qualification necessary.
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ARTICLE IV
MISCELLANEOUS PROVISIONS
4.1 Headings. The inclusion of headings in this Agreement is for
convenience of reference only and shall not affect the construction or
interpretation hereof.
4.2 Entire Agreement; Waiver. This Agreement constitutes the
entire agreement between the parties pertaining to the subject matter of this
Agreement. There are no warranties, representations or other agreements between
the parties in connection with such subject matter except as specifically set
forth or referred to in this Agreement. No amendment, waiver or termination of
this Agreement shall be binding unless executed in writing by the party to be
bound thereby. No waiver of any provision of this Agreement shall constitute a
continuing waiver unless otherwise expressly provided.
4.3 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
4.4 Assignment. No party may assign its rights or benefits under
this Agreement and any such purported assignment or transfer is hereby declared
null and void.
4.5 Cooperation; Further Assurances.. The parties shall cooperate
fully and in good faith with each other and their respective legal advisers,
accountants and other representatives in connection with any steps required to
be taken as part of their respective obligations under this Agreement. Each of
the parties shall promptly do, make, execute, deliver, or cause to be done,
made, executed or delivered, all such further acts, documents and things as the
other parties hereto may reasonably require from time to time for the purpose of
giving effect to this Agreement and the transactions contemplated by this
Agreement and shall use reasonable efforts and take all such steps as may be
reasonably within its power to implement the provisions of this Agreement to its
full extent.
4.6 Counterparts. This Agreement may be signed in counterparts and
each such counterpart shall constitute an original document and such
counterparts, taken together, shall constitute one and the same instrument.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the date first set forth above.
PURCHASER: SELLER:
GLOBAL ASSET HOLDINGS, TRANS VOICE INVESTMENTS, LTD.
INCORPORATED
By: /s/ Irving Greenman By:
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Irving Greenman, President
