SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT is made this 7th day of June 2000, by and
between Time Financial Services, Inc., a Nevada corporation ("TIMF"), Time
Lending, California, a wholly-owned subsidiary of TIMF ("TLC"), Interruption
Television, Inc., a Nevada corporation ("ITV"), and Interruption Television
PTE Ltd., a wholly-owned subsidiary of ITV ("ITPL").
WHEREAS, TIMF desires to acquire all of the issued and outstanding shares
of common stock of ITV in exchange for an aggregate of approximately
17,012,666 (post-split) shares of the common stock of TIMF (the "Common
Stock") (the "Exchange Offer"); and
WHEREAS, ITV desires to assist TIMF in a business combination which will
result, if all ITV's shareholders desire to participate, in the shareholders
of ITV owning approximately 85% of the then issued and outstanding shares of
TIMF's Common Stock, and TIMF holding 100% of the issued and outstanding
shares of ITV's common stock; and
WHEREAS, the voluntary share exchange contemplated hereby will result in
the ITV shareholders tendering all of the outstanding common stock of ITV to
TIMF in exchange solely for the Common Stock and no other consideration, which
the parties hereto intend to treat as a reorganization under Internal Revenue
Code Section 368(a)(1)(B).
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE 1
EXCHANGE OF SECURITIES
1.1 Issuance of Shares. Subject to all of the terms and conditions of
this Agreement, TIMF agrees to offer 30.510958 shares of Common Stock for each
share of ITV common stock issued and outstanding, or a total of approximately
17,012,666 (post-split) shares of TIMF Common Stock. The Common Stock will be
issued directly to the shareholders of ITV which accept the Exchange Offer,
and such shares shall be issued at a closing (the "Closing") to be held as
soon as possible after the conditions precedent set forth in Articles 6 and 7
hereof have been satisfied, and the reverse split referred to in Section 7.7
has been effected (the "Closing Date"). Schedule 1, which is attached hereto
and incorporated herein by reference, is a complete list of the shareholders
of ITV which sets forth the number of shares each person owns in ITV and the
number of shares they will be offered in TIMF.
1.2 Exemption from Registration. The parties hereto intend that the
Common Stock to be issued by TIMF to ITV shareholders shall be exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Act"), pursuant to Sections 4(2) and 4(6) of the Act and the rules and
regulations promulgated thereunder.
1.3 Investment Intent. Prior to the consummation of the Exchange
Offer, the shareholders of ITV accepting the Exchange Offer shall execute
Letters of Acceptance or such other documents containing, among other things,
representations and warranties relating to investment intent and investor
status, restrictions on transferability and restrictive legends such that the
counsel for both TIMF and ITV shall be satisfied that the offer and exchange
of TIMF shares as contemplated by this Agreement shall be exempt from the
registration requirements of the Act and any applicable state blue sky laws.
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1.4 Other Shares to be Issued. On the Closing, TIMF shall also issue a
total of 2,454,000 (post-split) shares of TIMF common stock to the persons
and in the amounts set forth in paragraphs 8.4 through 8.10 below. Such
persons shall execute investment letters containing representations and
warranties relating to investment intent, restrictions on transferability and
restrictive legends.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF ITV AND ITPL
Except as disclosed in Schedule 2 which is attached hereto and
incorporated herein by reference, ITV and ITPL hereby jointly and severally
represent and warrant to TIMF that:
2.1 Organization. Each of ITV and ITPL is a corporation duly organized,
validly existing, and in good standing under the laws of the jurisdiction of
its incorporation, has all necessary corporate powers to own its properties
and to carry on its business as now owned and operated by it, and is duly
qualified to do business and is in good standing in each of the jurisdictions
where its business requires qualification.
2.2 Capital. The authorized capital stock of ITV consists of 1,000,000
shares of common stock, $.001 par value, of which 557,592 are currently issued
and outstanding. All of the issued and outstanding shares of common stock of
ITV are duly authorized, validly issued, fully paid, and nonassessable.
Immediately after the execution of this Agreement, ITV plans to issue a
$500,000 convertible promissory note which is convertible into shares of TIMF
as described on Schedule 2. Other than the foregoing, there are no
outstanding subscriptions, options, rights, warrants, debentures, instruments,
convertible securities, or other agreements or commitments obligating ITV to
issue or to transfer from treasury any additional shares of its capital stock
of any class.
2.3 Subsidiaries. Except for its ownership of ITPL as set forth on
Schedule 2, ITV does not have any subsidiaries or own any interest in any
other enterprise (whether or not such enterprise is a corporation).
2.4 Directors and Officers. Schedule 2 contains the names and titles of
all directors and officers of ITV as of the date of this Agreement.
2.5 Financial Statements. ITPL has delivered to TIMF audited balance
sheets and statements of operations for the period ended March 31, 1999 and an
unaudited balance sheet and statement of operations for the period ended March
31, 2000 (the "Financial Statements"). The Financial Statements are complete
and correct in all material respects. The Financial Statements accurately set
out and describe the financial condition of ITPL as of March 31, 2000. ITPL's
financial statements will be able to be audited in accordance with Regulation
S-B adopted under the Act.
2.6 Absence of Changes. Since March 31, 2000, except for changes in the
ordinary course of business which have not in the aggregate been materially
adverse, to the best of ITV's knowledge, ITV and ITPL have conducted their
business only in the ordinary course and have not experienced or suffered any
material adverse change in the condition (financial or otherwise), results of
operations, properties, business or prospects of ITV or waived or surrendered
any claim or right of material value.
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2.7 Absence of Undisclosed Liabilities. Neither ITV, ITPL nor any of
their properties or assets are subject to any material liabilities or
obligations of any nature, whether absolute, accrued, contingent or otherwise
and whether due or to become due, that are not reflected in the financial
statements presented to TIMF or have otherwise been disclosed in Schedule 2.
2.8 Tax Returns. Within the times and in the manner prescribed by law,
ITV and ITPL have filed all federal, state and local tax returns required by
law, or have filed extensions which have not yet expired, and have paid all
taxes, assessments and penalties due and payable.
2.9 Investigation of Financial Condition. Without in any manner
reducing or otherwise mitigating the representations contained herein, TIMF
and/or its attorneys shall have the opportunity to meet with accountants and
attorneys to discuss the financial condition of ITV and ITPL. ITV and ITPL
shall make available to TIMF and/or its attorneys all books and records of ITV
and ITPL.
2.10 Trade Names and Rights. ITV and ITPL do not use any trademark,
service mark, trade name, or copyright in their business, or own any
trademarks, trademark registrations or applications, trade names, service
marks, copyrights, copyright registrations or applications.
2.11 Compliance with Laws. To the best of ITV's knowledge, ITV and ITPL
have complied with, and are not in violation of, applicable federal, state or
local statutes, laws and regulations (including, without limitation, any
applicable building, zoning or other law, ordinance or regulation) affecting
their properties or the operation of their business, except for matters which
would not have a material affect on ITV and ITPL or their properties.
2.12 Litigation. ITV and ITPL are not a party to any suit, action,
arbitration or legal, administrative or other proceeding, or governmental
investigation pending or, to the best knowledge of ITV, threatened against or
affecting ITV, ITPL or their business, assets or financial condition, except
for matters which would not have a material affect on ITV and ITPL or their
properties. ITV and ITPL are not in default with respect to any order, writ,
injunction or decree of any federal, state, local or foreign court,
department, agency or instrumentality applicable to them.
2.13 Authority. ITV and ITPL have full corporate power and authority to
enter into this Agreement. The boards of directors of ITV and ITPL have taken
all action required to authorize the execution and delivery of this Agreement
by or on behalf of ITV and ITPL and the performance of the obligations of ITV
and ITPL under this Agreement. No other corporate proceedings on the part of
ITV and ITPL are necessary to authorize the execution and delivery of this
Agreement by ITV and ITPL in the performance of their obligations under this
Agreement. This Agreement is, when executed and delivered by ITV and ITPL,
and will be a valid and binding agreement of ITV and ITPL, enforceable against
ITV and ITPL in accordance with its terms, except as such enforceability may
be limited by general principles of equity, bankruptcy, insolvency, moratorium
and similar laws relating to creditors' rights generally.
2.14 Ability to Carry Out Obligations. Neither the execution and
delivery of this Agreement, the performance by ITV and ITPL of their
obligations under this Agreement, nor the consummation of the transactions
contemplated under this Agreement will to the best of ITV's and ITPL's
knowledge: (a) materially violate any provision of ITV and ITPL's articles of
incorporation or bylaws; (b) with or without the giving of notice or the
passage of time, or both, violate, or be in conflict with, or constitute a
material default under, or cause or permit the termination or the acceleration
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of the maturity of, any debt, contract, agreement or obligation of ITV and
ITPL, or require the payment of any prepayment or other penalties; (c) require
notice to, or the consent of, any party to any agreement or commitment, lease
or license, to which ITV and ITPL are bound; (d) result in the creation or
imposition of any security interest, lien, or other encumbrance upon any
material property or assets of ITV and ITPL; or (e) violate any material
statute or law or any judgment, decree, order, regulation or rule of any court
or governmental authority to which ITV and ITPL are bound or subject.
2.15 Full Disclosure. None of the representations and warranties made
by ITV and ITPL herein, or in any schedule, exhibit or certificate furnished
or to be furnished in connection with this Agreement by ITV and ITPL, or on
their behalf, contains or will contain any untrue statement of material fact
or omits or will omit any material fact required to make any representation or
warranty not misleading.
2.16 Assets. ITV and ITPL have good and marketable title to all of
their tangible properties and such tangible properties are not subject to any
material liens or encumbrances.
2.17 Material Contracts and Obligations. Attached hereto on Schedule 2
is a list of all agreements, contracts, indebtedness, liabilities and other
obligations to which ITV and ITPL are a party or by which they are bound that
are material to the conduct and operations of their business and properties,
which provide for payments to or by ITV and ITPL in excess of $25,000; or
which involve transactions or proposed transactions between ITV and ITPL and
their officers, directors, affiliates or any affiliate thereof. Copies of
such agreements and contracts and documentation evidencing such liabilities
and other obligations have been made available for inspection by TIMF and its
counsel. All of such agreements and contracts are valid, binding and in full
force and effect in all material respects, assuming due execution by the other
parties to such agreements and contracts.
2.18 Consents and Approvals. No consent, approval or authorization of,
or declaration, filing or registration with, any governmental or regulatory
authority is required to be made or obtained by ITV and ITPL in connection
with: (a) the execution and delivery by ITV and ITPL of this Agreement; (b)
the performance by ITV and ITPL of their obligations under this Agreement; or
(c) the consummation by ITV and ITPL of the transactions contemplated under
this Agreement.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF TIMF
Except as disclosed in Schedule 3 which is attached hereto and
incorporated herein by reference, TIMF represents and warrants to ITV and ITPL
that:
3.1 Organization. TIMF is a corporation duly organized, valid existing,
and in good standing under the laws of Nevada, has all necessary corporate
powers to own properties and to carry on business, and it is not now
conducting any business, except to the extent to which the effecting of the
transaction contemplated by this Agreement constitutes doing business.
3.2 Capitalization. The authorized capital stock of TIMF consists of
5,000,000 shares of $.001 par value Common Stock of which 1,600,000 shares of
Common Stock are currently issued and outstanding, and 100,000 shares of
preferred stock of which no shares are currently issued and outstanding. All
of the issued and outstanding shares of Common Stock are duly authorized,
validly issued, fully paid and nonassessable. There are no outstanding
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subscriptions, options, rights, warrants, convertible securities, or other
agreements or commitments obligating TIMF to issue or to transfer from
treasury any additional shares of its capital stock of any class.
3.3 Subsidiaries. Other than Time Lending, California, TIMF does not
presently have any subsidiaries or own any interest in any other enterprise
(whether or not such enterprise is a corporation).
3.4 Directors and Officers. Schedule 3 contains the names and titles of
all directors and officers of TIMF as of the date of this Agreement.
3.5 Financial Statements. TIMF has delivered to ITV its audited balance
sheet and statements of operations and cash flows as of and for the year ended
June 30, 1999, and its unaudited balance sheet and statement of operations and
cash flows as of and for the nine months ended March 31, 2000 (the "Financial
Statements"). The Financial Statements are complete and correct in all
material respects and have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis throughout the periods
indicated. The Financial Statements accurately set out and describe the
financial condition and operating results of the Company as of the dates, and
for the periods, indicated therein.
3.6 Absence of Changes. Since March 31, 2000, except for direct
expenses incurred by TIMF in connection with this Agreement and the
transactions contemplated hereby, and except for changes in the ordinary
course of business which have not in the aggregate been materially adverse, to
the best of TIMF's knowledge, TIMF has not experienced or suffered any
material adverse change in its condition (financial or otherwise), results of
operations, properties, business or prospects or waived or surrendered any
claim or right of material value.
3.7 Absence of Undisclosed Liabilities. Except for direct expenses
incurred by TIMF in connection with this Agreement and the transactions
contemplated hereby, neither TIMF nor any of its properties or assets are
subject to any liabilities or obligations of any nature, whether absolute,
accrued, contingent or otherwise and whether due or to become due, that are
not reflected in the financial statements presented to ITV.
3.8 Tax Returns. Within the times and in the manner prescribed by law,
TIMF has filed all federal, state and local tax returns required by law and
has paid all taxes, assessments and penalties due and payable.
3.9 Investigation of Financial Condition. Without in any manner
reducing or otherwise mitigating the representations contained herein, ITV
shall have the opportunity to meet with TIMF's accountants and attorneys to
discuss the financial condition of TIMF. TIMF shall make available to ITV all
books and records of TIMF.
3.10 Trade Names and Rights. TIMF does not use any trademark, service
mark, trade name, or copyright in its business, or own any trademarks,
trademark registrations or applications, trade names, service marks,
copyrights, copyright registrations or applications.
3.11 Compliance with Laws. To the best of TIMF's knowledge, TIMF has
complied with, and is not in violation of, applicable federal, state or local
statutes, laws and regulations (including, without limitation, the Securities
Act of 1933 (as amended) and the Securities Exchange Act of 1934 (as amended)
and any applicable building, zoning, or other law, ordinance, or regulation)
affecting its SEC reports, its properties or the operation of its business or
with which it is otherwise required to comply.
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3.12 Litigation. TIMF is not a party to any suit, action, arbitration,
or legal, administrative, or other proceeding, or governmental investigation
pending or, to the best knowledge of TIMF, threatened against or affecting
TIMF or its business, assets, or financial condition. TIMF is not in default
with respect to any order, writ, injunction, or decree of any federal, state,
local, or foreign court, department agency, or instrumentality. TIMF is not
engaged in any legal action to recover moneys due to it.
3.13 Bulletin Board Listing. TIMF's Common Stock is currently listed
for trading on the OTC Bulletin Board under the symbol TIMF, and TIMF is not
aware of steps being taken by the NASD to cause the Common Stock to be
delisted.
3.14 No Pending Investigation. TIMF is not aware of any pending
investigations or legal proceedings by the SEC, any state securities
regulatory agency, or any other governmental agency regarding TIMF or any
officers or directors of TIMF.
3.15 Authority. TIMF has full corporate power and authority to enter
into this Agreement and to consummate the transactions contemplated by this
Agreement. The Board of Directors of TIMF has taken all action required to
authorize the execution and delivery of this Agreement by or on behalf of
TIMF, the performance of the obligations of TIMF under this Agreement and the
consummation by TIMF of the transactions contemplated under this Agreement.
Other than the shareholders consent described in paragraph 7.7 below, no other
corporate proceedings on the part of TIMF are necessary to authorize the
execution and delivery of this Agreement by TIMF and the performance of its
obligations under this Agreement. This Agreement is, and when executed and
delivered by TIMF, will be a valid and binding agreement of TIMF, enforceable
against TIMF in accordance with its terms, except as such enforceability may
be limited by general principles of equity, bankruptcy, insolvency, moratorium
and similar laws relating to creditors rights generally.
3.16 Ability to Carry Out Obligations. Neither the execution and
delivery of this Agreement, the performance by TIMF of its obligations under
this Agreement, nor the consummation of the transactions contemplated under
this Agreement will, to the best of TIMF's knowledge: (a) violate any
provision of TIMF's articles of incorporation or bylaws; (b) with or without
the giving of notice or the passage of time, or both, violate, or be in
conflict with, or constitute a default under, or cause or permit the
termination or the acceleration of the maturity of, any debt, contract,
agreement or obligation of TIMF, or require the payment of any prepayment or
other penalties; (c) require notice to, or the consent of, any party to any
agreement or commitment, lease or license, to which TIMF is bound; (d) result
in the creation or imposition of any security interest, lien or other
encumbrance upon any property or assets of TIMF; or (e) violate any statute or
law or any judgment, decree, order, regulation or rule of any court or
governmental authority to which TIMF is bound or subject.
3.17 Validity of TIMF Shares. The shares of TIMF Common Stock to be
delivered pursuant to this Agreement, when issued in accordance with the
provisions of this Agreement, will be duly authorized, validly issued, fully
paid and nonassessable.
3.18 Full Disclosure. None of the representations and warranties made
by TIMF herein in any filing with the SEC, or in any exhibit, certificate or
memorandum furnished or to be furnished by TIMF, or on its behalf, contains or
will contain any untrue statement of material fact, or omit any material fact
the omission of which would be misleading.
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3.19 Assets. TIMF has good and marketable title to all of its tangible
properties and such tangible properties are not subject to any liens or
encumbrances.
3.20 Material Contracts and Obligations. Attached hereto on Schedule 3
is a list of all agreements, contracts, indebtedness, liabilities and other
obligations to which TIMF is a party or by which it is bound that are material
to the conduct and operations of its business and properties, which provide
for payments to or by TIMF in excess of $25,000; or which involve transactions
or proposed transactions between TIMF and its officers, directors, affiliates
or any affiliate thereof. Copies of such agreements and contracts and
documentation evidencing such liabilities and other obligations have been made
available for inspection by ITV and its counsel. All of such agreements and
contracts are valid, binding and in full force and effect in all material
respects, assuming due execution by the other parties to such agreements and
contracts.
3.21 Consents and Approvals. No consent, approval or authorization of,
or declaration, filing or registration with, any governmental or regulatory
authority is required to be made or obtained by TIMF in connection with: (a)
the execution and delivery by TIMF of its obligations under this Agreement;
(b) the performance by TIMF of its obligations under this Agreement; or (c)
the consummation by TIMF of the transactions contemplated by this Agreement.
3.22 Real Property. Other than through its wholly-owned subsidiary,
TIMF does not own, use or claim any interest in any real property, including
without limitation any license, leasehold or any similar interest in real
property.
ARTICLE 4
COVENANTS
4.1 Investigative Rights. From the date of this Agreement until the
Closing Date, each party shall provide to the other party, and such other
party's counsels, accountants, auditors, and other authorized representatives,
full access during normal business hours and upon reasonable advance written
notice to all of each party's properties, books, contracts, commitments, and
records for the purpose of examining the same. Each party shall furnish the
other party with all information concerning each party's affairs as the other
party may reasonably request. If the transaction contemplated hereby is not
completed, all documents received by each party and/or its attorneys and
accountants, auditors or other authorized representatives shall be returned to
the other party who provided same upon request. The parties hereto, their
directors, employees, agents and representatives shall not disclose any of the
information described above unless such information is already disclosed to
the public, without the prior written consent of the party to which the
confidential information pertains. Each party shall take such steps as are
necessary to prevent disclosure of such information to unauthorized third
parties.
4.2 Conduct of Business. Prior to the Closing, TIMF and ITV shall each
conduct its business in the normal course, and shall not sell, pledge, or
assign any assets, without the prior written approval of the other party,
except in the regular course of business or as contemplated in previously
disclosed contractual obligations. Neither TIMF nor ITV shall amend its
Articles of Incorporation or Bylaws, declare dividends, redeem or sell stock
or other securities, incur additional or newly-funded liabilities, acquire or
dispose of fixed assets, change employment terms, enter into any material or
long-term contract, guarantee obligations of any third party, settle or
discharge any balance sheet receivable for less than its stated amount, pay
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more on any liability than its stated amount, or enter into any other
transaction other than in the regular course of business except as otherwise
contemplated herein.
4.3 Future Cooperation. After the Closing, TIMF and TLC agree to
cooperate with ITV in connection with the preparation of any financial
statements of TIMF covering the period prior to Closing and the audit of such
financial statements.
ARTICLE 5
INDEMNIFICATION
5.1 TLC shall indemnify and hold harmless ITV and its officers,
directors, successors and assigns, from and against and in respect of any and
all losses, costs, liabilities, claims, penalties, damages and expenses
(including reasonable legal fees and expenses incurred in the investigation
and defense of claims and actions) resulting from, in connection with or
arising out of any breach of any representation, warranty or covenant made by
TIMF in this Agreement.
ARTICLE 6
CONDITIONS PRECEDENT TO TIMF'S PERFORMANCE
6.1 Conditions. The obligations of TIMF hereunder shall be subject to
the satisfaction, at or before the Closing, of all the conditions set forth in
this Article 6. TIMF may waive any or all of these conditions in whole or in
part without prior notice; provided, however, that no such waiver of a
condition shall constitute a waiver by TIMF of any other condition of or any
of TIMF's other rights or remedies, at law or in equity, if ITV shall be in
default of any of their representations, warranties, or covenants under this
Agreement.
6.2 Accuracy of Representations. Except as otherwise permitted by this
Agreement, all representations and warranties by ITV in this Agreement or in
any written statement that shall be delivered to TIMF by ITV under this
Agreement shall be true and accurate on and as of the Closing Date as though
made at that time.
6.3 Performance. ITV shall have performed, satisfied, and complied with
all covenants, agreements, and conditions required by this Agreement to be
performed or complied with by it, on or before the Closing Date.
6.4 Absence of Litigation. No action, suit, or proceeding before any
court or any governmental body or authority, pertaining to the transaction
contemplated by this Agreement or to its consummation, shall have been
instituted or threatened against ITV on or before the Closing Date.
6.5 Officer's Certificate. ITV shall have delivered to TIMF a
certificate, dated the Closing Date, and signed by the Chief Executive Officer
of ITV, certifying that each of the conditions specified in Sections 6.2
through 6.4 hereof have been fulfilled.
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ARTICLE 7
CONDITIONS PRECEDENT TO ITV'S PERFORMANCE
7.1 Conditions. ITV's obligations hereunder shall be subject to the
satisfaction, at or before the Closing, of all the conditions set forth in
this Article 7. ITV may waive any or all of these conditions in whole or in
part without prior notice; provided, however, that no such waiver of a
condition shall constitute a waiver by ITV of any other condition of or any of
ITV's rights or remedies, at law or in equity, if TIMF shall be in default of
any of its representations, warranties, or covenants under this Agreement.
7.2 Accuracy of Representations. Except as otherwise permitted by this
Agreement, all representations and warranties by TIMF in this Agreement or in
any written statement that shall be delivered to ITV by TIMF under this
Agreement shall be true and accurate on and as of the Closing Date as though
made at that time.
7.3 Performance. TIMF shall have performed, satisfied, and complied
with all covenants, agreements, and conditions required by this Agreement to
be performed or complied with by them, on or before the Closing Date.
7.4 Absence of Litigation. No action, suit or proceeding before any
court or any governmental body or authority, pertaining to the transaction
contemplated by this Agreement or to its consummation, shall have been
instituted or threatened against TIMF on or before the Closing Date.
7.5 Directors of TIMF. Effective on the Closing, TIMF shall have
temporarily set the size of its Board of Directors at three (3) persons, and
such Board of Directors shall include Danny L. McGill, Kevin McGrath, and
Jeffrey Lim. The current Officers and Directors of TIMF shall have submitted
their resignations as the Officers and Directors of TIMF effective on the
Closing of this transaction.
7.6 Officers of TIMF. Effective on the Closing, TIMF shall have elected
the following new Officers of TIMF:
Danny L. McGill - President and CEO
7.7 Shareholders' Consent. Prior to the Closing, TIMF will either hold
a shareholders' meeting or obtain a written shareholders' consent at which the
following items must be approved: (1) a one for three reverse stock split; (2)
a change in the corporation's name to a name designated by ITV; (3) the
adoption of a stock option plan acceptable to ITV; (4) the sale of Time
Lending, California; and (5) any other matters which the parties mutually
agree are needed to "update" the Articles of Incorporation of TIMF.
7.8 No Outstanding Debt. On the Closing, all outstanding liabilities
and obligations of TIMF shall have been paid or settled, including all costs
related to this transaction.
7.9 Sale of Time Lending, California. TIMF shall have completed all
steps necessary to complete the sale of all of TIMF's shares of Time Lending,
California to Michael F. Pope, Philip C. La Puma and their designees prior to
Closing. TIMF shall obtain an independent appraisal of TLC and the sale will
be made at the appraisal price.
7.10 Shares Held by Time Lending, California. All shares of TIMF common
stock which are held by Time Lending, California shall have been cancelled.
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7.11 Officer Certificate. TIMF shall have delivered to ITV a
certificate, dated the Closing Date and signed by the President of TIMF,
certifying that each of the conditions specified in Sections 7.2 through 7.10
have been fulfilled.
ARTICLE 8
CLOSING
8.1 Closing. The Closing of this transaction shall be held at the
offices of Krys Boyle Freedman Scott & Sawyer, P.C., 600 Seventeenth Street,
Suite 2700 South Tower, Denver, Colorado 80202, or such other place as shall
be mutually agreed upon, on such date as shall be mutually agreed upon by the
parties, but in no event shall the Closing be later than June 30, 2000. At
the Closing:
8.2 ITV shall deliver Letters of Acceptance and the certificates
representing the shares of ITV held by the shareholders of ITV accepting the
Exchange Offer ("Accepting Shareholders") to TIMF.
8.3 Each Accepting Shareholder shall receive a certificate or
certificates representing the number of shares of TIMF Common Stock for which
the shares of ITV common stock shall have been exchanged.
8.4 TIMF shall deliver a certificate for 500,000 (post-split) shares of
its common stock to Alster Finance as a finder's fee.
8.5 TIMF shall deliver to Sarmatan Developments Ltd. a warrant to
purchase 500,000 (post-split) shares of its common stock at an exercise price
equal to seventy-five percent (75%) of the closing bid price for the Common
Stock on the first day following the Closing, as reported on the National
Association of Securities Dealers OTC Bulletin Board Market (or on such other
national securities exchange or market as the Common Stock may trade at such
time). The shares underlying these warrants have piggyback registration
rights.
8.6 TIMF shall deliver certificates totaling 706,000 (post-split) shares
of its common stock to Mike Underwood and Battersea Capital as payment for
finder's fees in connection with this transaction.
8.7 TIMF shall deliver a certificate for 998,000 (post-split) shares of
its common stock to Bridgewater Capital Corporation as payment for finder's
fees in connection with this transaction.
8.8 TIMF shall deliver a certificate for 50,000 (post-split) shares of
its common stock to Krys Boyle Freedman & Sawyer, P.C. as partial payment of
the legal services rendered by said firm on behalf of ITV.
8.9 TIMF shall deliver certificates totaling 200,000 (post-split) shares
of its common stock to persons to be designated by TIMF for services rendered
in connection with this transaction.
8.10 TIMF shall deliver a certificate for 50,000 (post-split) shares to
Steve Naremore as payment for finder's fees in connection with this
transaction.
8.11 TIMF shall provide to ITV copies of all accounting records for the
past five years and all corporate records including articles, bylaws and
minutes of directors and shareholders meetings, except for documents
previously provided by ITV or its representatives.
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8.12 TIMF shall deliver an officer's certificate, as described in
Section 7.10 hereof, dated the Closing Date, that all representations,
warranties, covenants and conditions set forth in this Agreement on behalf of
TIMF are true and correct as of, or have been fully performed and complied
with by, the Closing Date.
8.13 TIMF shall deliver a signed Consent and/or Minutes of the Directors
of TIMF approving this Agreement and each matter to be approved by the
Directors of TIMF under this Agreement.
8.14 ITV shall deliver an officer's certificate, as described in Section
6.5 hereof, dated the Closing Date, that all representations, warranties,
covenants and conditions set forth in this Agreement on behalf of ITV are true
and correct as of, or have been fully performed and complied with by, the
Closing Date.
8.15 ITV shall deliver a signed Consent or Minutes of the Directors of
ITV approving this Agreement and each matter to be approved by the Directors
of ITV under this Agreement.
8.16 ITV shall deliver the opinion of its counsel, Krys Boyle Freedman &
Sawyer, P.C., dated the Closing Date, in form and substance satisfactory to
counsel for TIMF, to the effect that:
(1) ITV is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada.
(2) ITV's authorized capital stock is as set forth in Section 2.2
hereof.
(3) The execution and consummation of this Agreement have been duly
authorized and approved by ITV's Board of Directors and does not require the
approval and authorization of ITV's shareholders. Consummation of this
Agreement will not constitute or result in any breach or default of the
character described in Section 2.14 hereof of which counsel has knowledge.
(4) Counsel has no knowledge of any liabilities or obligations of
the type described in Section 2.7 hereof, any litigation, proceeding or
investigation of the type described in Section 2.12 hereof, or any defects, in
title or mortgages, encumbrances or liens of the type described in Section
2.16 hereof.
(5) The shares of ITV's Common Stock to be exchanged pursuant to
this Agreement, are duly and validly authorized and issued, and are fully paid
and nonassessable.
8.17 TIMF shall deliver the opinion of its counsel, Michael A. Littman,
dated the Closing Date, in form and substance satisfactory to counsel for ITV,
to the effect that:
(1) TIMF is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada, and is duly qualified to
do business and is in good standing in each state where its business requires
qualification.
(2) TIMF's authorized capital stock is as set forth in Section 3.2
hereof.
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(3) The execution and consummation of this Agreement have been duly
authorized and approved by TIMF's Board of Directors and consummation of this
Agreement will not constitute or result in any breach or default of the
character described in Section 3.16 hereof of which counsel has knowledge.
(4) Counsel has no knowledge of any litigation, proceeding or
investigation of the type described in Section 3.12 hereof.
(5) The shares of TIMF's Common Stock to be issued pursuant to this
Agreement will be duly and validly authorized and issued, and will be fully
paid and nonassessable.
8.18 ITV shall deliver cashier's checks in the amount of $50,000 each
and 90 day promissory notes in the amount of $50,000 each to Michael Pope and
Philip LaPuma as payment for past services rendered to TIMF and for services
rendered in connection with negotiating and closing this transaction. The
promissory notes will include a penalty provision which provides in essence
that if the notes are not paid when due, ITV will cause TIMF to issue an
aggregate of 7,500 (post-split) shares (or 3,750 per note) of its common
stock for each 30 days the payment is delayed.
ARTICLE 9
POST CLOSING
9.1 Current Report on Form 8-K. Within 15 days after the Closing Date,
TIMF will file a Current Report on Form 8-K with the Securities and Exchange
Commission reporting this transaction.
ARTICLE 10
MISCELLANEOUS
10.1 Captions and Headings. The Article and paragraph headings
throughout this Agreement are for convenience and reference only, and shall in
no way be deemed to define, limit, or add to the meaning of any provision of
this Agreement.
10.2 No Oral Change. This Agreement and any provision hereof, may not
be waived, changed, modified, or discharged orally, but it can be changed by
an agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, or discharge is sought.
10.3 Non-Waiver. Except as otherwise expressly provided herein, no
waiver of any covenant, condition, or provision of this Agreement shall be
deemed to have been made unless expressly in writing and signed by the party
against whom such waiver is charged; and (i) the failure of any party to
insist in any one or more cases upon the performance of any of the provisions,
covenants, or conditions of this Agreement or to exercise any option herein
contained shall not be construed as a waiver or relinquishment for the future
of any such provisions, covenants, or conditions, (ii) the acceptance of
performance of anything required by this Agreement to be performed with
knowledge of the breach or failure of a covenant, condition, or provision
hereof shall not be deemed a waiver of such breach or failure, and (iii) no
waiver by any party of one breach by another party shall be construed as a
waiver with respect to any other or subsequent breach.
10.4 Time of Essence. Time is of the essence of this Agreement and of
each and every provision hereof.
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10.5 Entire Agreement. This Agreement contains the entire Agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings.
10.6 Choice of Law. This Agreement and its application shall be
governed by the laws of the State of Nevada, except to the extent its conflict
of laws provisions would apply the laws of another jurisdiction.
10.7 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:
TIMF:
Time Financial Services, Inc.
1040 East Katella Avenue, Suite B1
Orange, California 92867
with a copy to:
c/o Michael A. Littman, Esq.
7609 Ralston Road
Arvada, Colorado 80002
ITV:
Interruption Television, Inc.
9422 Readcrest Drive
Beverly Hills, California 90210
with a copy to:
Jon D. Sawyer
Krys Boyle Freedman & Sawyer, P.C.
600 17th Street, Suite 2700
Denver, Colorado 80202
10.8 Binding Effect. This Agreement shall inure to and be binding upon
the heirs, executors, personal representatives, successors and assigns of each
of the parties to this Agreement.
10.9 Mutual Cooperation. The parties hereto shall cooperate with each
other to achieve the purpose of this Agreement, and shall execute such other
and further documents and take such other and further actions as may be
necessary or convenient to effect the transaction described herein.
10.10 Announcements. TIMF and ITV will consult and cooperate with each
other as to the timing and content of any announcements of the transactions
contemplated hereby to the general public or to employees, customers or
suppliers.
10.11 Exhibits. As of the execution hereof, the parties hereto have
provided each other with the Exhibits provided for herein above, including any
items referenced therein or required to be attached thereto. Any material
changes to the Exhibits shall be immediately disclosed to the other party.
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10.12 Use of Counterparts. This Agreement may be executed
simultaneously in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
AGREED TO AND ACCEPTED as of the date first above written.
TIME FINANCIAL SERVICES, INC. INTERRUPTION TELEVISION, INC.
By /s/ Michael F. Pope By /s/ Danny L. McGill
Michael F. Pope, President Danny L. McGill, President
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SCHEDULE 1
Number of
Number of Shares of
Name, Address and Shares of TIMF
Social Security Number ITV Common Stock
Danny L. McGill
c/o Interruption Television Pte Ltd
11 Ann Siang Road
Singapore 069691
(65) 327 1090 304,310 9,284,789
Kamal Sidhu
c/o Interruption Television Pte Ltd
11 Ann Siang Road
Singapore 069691
(65) 327 1090 38,736 1,181,873
Kevin Francis McGrath
c/o Interruption Television Pte Ltd
11 Ann Siang Road
Singapore 069691
(65) 327 1090 46,424 1,416,441
SIS Netrepreneur
4 Leng Kee Road
#02-08 SiS Building
Singapore 159088 83,639 2,551,906
John Michael Berman
14 Caroline Terrace
London SW1 8JS
UK 51,155 1,560,788
Lindacrest Investments, Inc.
c/o Peter Roussak, President
9420 Readcrest Drive
Beverly Hills, CA 90210
Tax ID#: 95-4538418 11,152 340,258
Paul Presburger
3722 Sapphire Drive
Encino, CA 91436
SSN: ###-##-#### 5,576 170,129
Jeffrey Lim
c/o Interruption Television Pte Ltd
11 Ann Siang Road
Singapore 069691
(65) 327 1090 16,600 506,482
------- ----------
Total 557,592 17,012,666
<PAGE>
SCHEDULE 2
INTERRUPTION TELEVISION, INC.
("ITV")
2.2 Capitalization: The $500,000 convertible promissory note being issued
by ITV will have a 9% coupon and will be convertible into shares of
TIMF after the Closing at the lesser of a price equal to a 25% discount
of the closing bid price the first day after the Closing, or a 25%
discount of the closing bid price on the day before the conversion.
2.3 Subsidiaries: Interruption Television PTE Ltd., a Singapore corpora-
tion - 100% owned.
2.4 The Officers and Directors of ITV are as follows:
Name Position
Danny L. McGill President and Director
Kevin McGrath Director
Jeffrey Lim Director
2.17 Contracts:
1.
<PAGE>
SCHEDULE 3
TIME FINANCIAL SERVICES, INC.
("TIMF")
3.3 Subsidiaries: Time Lending, California
3.4 Directors and Officers of TIMF:
Name Position
Michael F. Pope President and Director
Philip C. LaPuma Secretary, Treasurer and Director
Victoria A. Pope Director
3.20 Material Contracts of TIMF:
None
