Attached files
Exhibit 2.1
STOCK EXCHANGE AGREEMENT BETWEEN
AMWEST IMAGING INC AND INSTANT WEBSITE TECHNOLOGY ,INC
THIS AGREEMENT, made this 6th day of September, 2011, by and among Amwest
Imaging Incorporated a Nevada Corporation, ("Amwest"), and Instant Website
Technology Inc., a Nevada corporation ("Instant").
RECITALS
WHEREAS, Amwest, a public, reporting company desires to acquire 100% of the
total outstanding capital stock of Instant from Instant's shareholders (the
"Instant Shareholders"); and
WHEREAS, Amwest offers to acquire shares of common stock of Instant in
exchange for 6,060,000 (Six Million Sixty Thousand) unissued shares of the
common stock of Amwest (the "Amwest Common Stock" or "Amwest Shares"); and
WHEREAS, Instant Stockholders offers to exchange 6,060,000 shares of
Instant for 6,060,000 shares of Amwest. 6,060,000 shares represent all of the
outstanding shares of Instant.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
representations contained herein, the parties hereto intending to be legally
bound hereby, agree as follows:
The foregoing recitals are hereby restated, incorporated into this
Agreement, and made a part of it, as if each were fully set forth here in their
entirety.
ARTICLE 1
COMPENSATION, CONSIDERATION, AND EXCHANGE OF SECURITIES.
1.2 ISSUANCE OF SHARES.
1.2.1 AMWEST SHARES TO INSTANT. Subject to all of the terms and
conditions of this Agreement, Amwest agrees to deliver newly issued, restricted,
Amwest Common Stock totaling Six million Sixty Thousand (6,060,000), in exchange
for the outstanding common shares of Instant (the "Instant Common Stock") in the
amounts shown on Schedule "A" to this Agreement.
1.3 TRANSFER OF SHARES BY INSTANT SHAREHOLDERS. Subject to all of the
terms and conditions of this Agreement, the Instant Shareholders agree to
transfer to Amwest all of their ownership in the Instant Common Stock.
1.3.1 EXEMPTION FROM REGISTRATION; REORGANIZATION. The parties hereto
expect this transfer of Shares by Instant Shareholders to Amwest to qualify as a
tax-free reorganization under Sections 368 (a)(1)(A) and 368 (a)(2)(E) of the
Internal Revenue Code of 1986, as amended (the "Code") but no IRS ruling or
opinion of counsel is being sought in connection therewith and such ruling or
opinion is not a condition to closing the transactions herein contemplated.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF INSTANT WEBSITE TECHNOLOGY, INC.
Instant represents and warrants to Amwest that:
2.1 ORGANIZATION. Amwest is a corporation duly organized, validly existing,
and in good standing under the laws of Nevada, 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 states and other jurisdictions where its business requires
qualification.
2.2 COMPLIANCE WITH LAWS. Instant has substantially complied with, and is
not in violation of, all applicable federal, state or local statutes, laws and
regulations, including, without limitation, any applicable building, zoning,
environmental, employment or other law, ordinance or regulation affecting its
properties, products or the operation of its business except where such
non-compliance would not have a materially adverse effect on the business or
financial condition of Instant. Instant has all licenses and permits required to
conduct its business as now being conducted.
2.3 LITIGATION. Instant 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 Instant, threatened against or affecting INSTNT or
its business, assets or financial condition, except for matters which would not
have a material affect on Instant or its properties. Instant 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 applicable to it.
Instant is not engaged in any lawsuits to recover any material amount of monies
due to it.
3.4 BUSINESS. Following the closing, the only business and operations of
Amwest shall be that conducted by Instant.
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ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF AMWEST.
Amwest represents and warrants to Instant and the Shareholders that:
4.1 ORGANIZATION. Amwest is a corporation duly organized, validly existing,
and in good standing under the laws of Nevada, has all necessary corporate
powers to own its properties and to carry on its business as now owned and
operated, and duly qualified to do business in each of such states and other
jurisdictions where its business requires such qualification.
4.2 BUSINESS. Following the closing, the only business and operations of
Amwest shall be that conducted by Instant.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF INSTANT.
Instant represents and warrants to Amwest and the Shareholders that:
5.1 ORGANIZATION. Instant is a corporation duly organized, validly
existing, and in good standing under the laws of Nevada, has all necessary
corporate powers to own its properties and to carry on its business as now owned
and operated, and duly qualified to do business in each of such states and other
jurisdictions where its business requires such qualification.
ARTICLE 6
ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS
6.1 SHARE OWNERSHIP. Shareholders hold the Instant Common Stock in the
amounts shown on Schedule "A" to this Agreement. Such shares are owned of
record, and such shares are not subject to any lien, encumbrance or pledge. Each
shareholder has the authority to exchange such shares pursuant to this
Agreement.
6.2 INVESTMENT INTENT. Shareholders understand and acknowledge that the
Amwest Common Stock is being offered for exchange in reliance upon the exemption
provided in Section 4(2) of the Securities Act of 1933 (the "Securities Act")
for non-public offerings; and each Shareholder makes the following
representations and warranties with the intent that the same may be relied upon
in determining the suitability of each Shareholder as a purchaser of securities.
(a) The Amwest Shares are being acquired solely for the account of
each Shareholder, for investment purposes only, and not with a view to, or for
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sale in connection with, any distribution thereof and with no present intention
of distributing or reselling any part of the Amwest Shares.
(b) Each Shareholder agrees not to dispose of his Amwest Shares or any
portion thereof unless and until counsel for Amwest shall have determined that
the intended disposition is permissible and does not violate the Securities Act
of 1933 (the "1933 Act") or any applicable state securities laws, or the rules
and regulations thereunder.
(c) Shareholders acknowledge that Amwest has made all documentation
pertaining to all aspects of Amwest and the transaction herein available to
him/her and to his/her qualified representative(s), if any, and has offered such
person or persons an opportunity to discuss Amwest and the transaction herein
with the officers of Amwest.
6.3 INDEMNIFICATION. Shareholders recognize that the offer of Amwest Shares
to him/her is based upon his/her representations and warranties set forth and
contained herein and hereby agrees to indemnify and hold harmless Amwest against
all liability, costs or expenses (including reasonable attorney's fees) arising
as a result of any misrepresentations made herein by such Shareholder.
6.4 RESTRICTIVE LEGEND. Shareholders agree that the certificates evidencing
the Amwest Shares acquired pursuant to this Agreement will have a legend placed
thereon which will restrict the sale of said shares for times and upon
conditions that are subject to federal and state securities laws.
ARTICLE 7
PRE-CLOSING COVENANTS
7.1 INVESTIGATIVE RIGHTS. From the date of this Agreement 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 to all of Instant's and Amwest'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 Instant's and Amwest's
affairs as the other party may reasonably request.
7.2 CONDUCT OF BUSINESS. Prior to the Closing, Instant and Amwest 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. Neither Instant or Amwest 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 more
on any liability than its stated amount, or enter into any other transaction
other than in the regular course of business.
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ARTICLE 8
POST-CLOSING COVENANTS
8.1 FOLLOWING THE CLOSING HEREIN:
(A) PROMPT REGISTRATION OF TRANSFER. Amwest shall register transfer
of the common stock of Amwest within three (3) business days after receipt of
proper documentation for such transfer request. Restricted securities shall be
transferred without restrictive legend if supported by an opinion of counsel to
Amwest provided that Amwest's counsel has no reasonable objection.
(B) DELIVERY OF SHARES. Instant Shareholders will deliver to Amwest'S
management within 10 days of execution of this Agreement any share certificates
representing the Instant Common Stock.
ARTICLE 9
CLOSING
9.1 CLOSING. The Closing of this transaction shall occur upon the execution
of this Agreement by both parties.
(B) ATTORNEY FEES. Each of Amwest and Instant shall be responsible to
the other party for one half of the attorney fees incurred herewith, as further
defined, below.
ARTICLE 10
MISCELLANEOUS
10.1 CONFIDENTIALITY. Unless compelled by a subpoena or otherwise required
under the rule of law no party to this transaction will discuss terms of the
transaction, its parties, or any other aspect of this transaction, contemplated,
executed, or finalized with any individual other than counsel and individuals or
parties directly related to this transaction.
10.2 CAPTIONS. 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.
10.3 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.
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10.4 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.
10.5 TIME OF THE ESSENCE. Time is of the essence of this Agreement and
of each and every provision hereof.
10.6 ENTIRE AGREEMENT. This Agreement contains the entire Agreement and
understanding among the parties hereto, supersedes all prior agreements and
understandings, and constitutes a complete and exclusive statement of the
agreements, responsibilities, representations and warranties of the parties.
10.7 COUNTERPARTS. This Agreement may be executed 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.
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 ANNOUNCEMENTS. Amwest and Instant 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.
10.10 EXPENSES. Unless as is specifically stated above, each party will pay
its own legal, accounting and any other out-of-pocket expenses reasonably
incurred in connection with this transaction, whether or not the transaction
contemplated hereby is consummated.
10.11 BROKERAGE. Instant and Amwest each represent that no finder, broker,
investment banker or other similar person has been involved in this transaction.
Each party agrees to indemnify and hold the others harmless from payment of any
brokerage fee, finder's fee or commission claimed by any other person or entity
who claims to have been involved in the transaction herein because of an
association with such party.
8.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the parties set forth in this Agreement or in any instrument,
certificate, opinion, or other writing providing for it, shall survive the
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Closing irrespective of any investigation made by or on behalf of any party for
a period of one year.
8.12 CHOICE OF LAW. This Agreement and its application shall be
governed by the laws of the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their authorized representatives, all as of the date first written
above.
AMWEST IMAGING, INC.:
(a Nevada Corporation)
By: /s/
-----------------------------------
President
INSTANT WEBSITE TECHNOLOGY, INC.:
(a Nevada Corporation)
By: /s/
-----------------------------------
President
