SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT (the "Agreement"), dated June 11, 2001, by
and between AmeriNet Group.Com, Inc. ("AmeriNet") and Riverview Financial Corp.,
a California corporation ("Riverview").
RECITALS
WHEREAS, Riverview is the holder of certain promissory notes of Park City
Group, Inc., a Delaware corporation ("PCG"), which notes may be converted into
shares of PCG Series A Preferred Stock (which is further convertible into shares
of PCG common stock) (collectively, and separately as applicable, the preferred
stock and the common stock are referred to as the "Series A Preferred Stock"),
pursuant to the terms of a Note Conversion Agreement, dated June 8, 2001,
between PCG and Riverview (the "Note Conversion Agreement");
WHEREAS, AmeriNet and certain shareholders of PCG have entered into a
Reorganization Agreement (the "Reorganization Agreement"), dated May 31, 2001,
pertaining to the exchange of shares of PCG common stock for shares of AmeriNet
common stock; and
WHEREAS, as a condition to the closing of the Reorganization Agreement,
AmeriNet and Riverview will enter into this Agreement whereby AmeriNet will
grant to Riverview the right to exchange shares of Series A Preferred Stock for
shares of AmeriNet common stock at an exchange price of $0.17 per share.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Exchange Option. AmeriNet hereby grants to Riverview the right and
option (the "Option") to exchange the shares of Series A Preferred
Stock (including any shares of PCG common stock into which the Series
A Preferred Stock may have been converted), received pursuant to the
exercise of the right and option granted in the Note Conversion
Agreement, for shares of AmeriNet common stock. The number of shares
of AmeriNet common stock issuable in the exchange shall be based on a
share price for the Series A Preferred Stock (including any shares of
PCG common stock into which the Series A Preferred Stock may have been
converted) of $1.00 and a share price of $0.17 for the AmeriNet common
stock, adjusted for any stock splits, combinations, recapitalizations
and the like. By way of example, one share of Series A Preferred Stock
may be exchanged for approximately 5.88 shares of AmeriNet common
stock ($1.00 / $0.17). No fractional shares of AmeriNet common stock
shall be issued in the exchange of Series A Preferred Stock. All
shares (including fractions thereof) issuable upon exchange shall be
aggregated, and if after such aggregation, the exchange would result
in the issuance of any fractional share, AmeriNet shall, in lieu of
issuing any fractional share, issue a whole share.
2. Option Exercise. Riverview may exercise the Option once, or from time
to time, as to all or any remaining Series A Preferred Stock by
delivering or mailing written notice of its election to AmeriNet
specifying the number of shares for conversion. Riverview shall
deliver the share certificate for the Series A Preferred Stock
together with a stock power transferring the number of shares
designated for conversion, and AmeriNet shall execute and deliver to
Riverview, or to Riverview's designee, certificates for the
corresponding number of shares of AmeriNet common stock for which the
Series A Preferred Stock is being exchanged, and shall cause PCG to
deliver to Riverview a share certificate for any balance of the
certificate tendered by Riverview. If the Option is exercised as to
shares of Series A Preferred Stock which have not been converted into
shares of PCG common stock, the option to convert the Series A
Preferred Stock into PCG common stock will be deemed automatically
exercised and AmeriNet will receive shares of PCG common stock in the
exchange.
3. Representations and Warranties of Riverview. By delivery of the Series
A Preferred Stock share certificate(s) for exchange, Riverview
represents and warrants to AmeriNet that:
(a) It has full corporate power and authority to enter into and
perform this Agreement; this Agreement has been duly authorized
by all requisite action on Riverview's part; and this Agreement
has been executed and delivered by duly authorized officers of
Riverview.
(b) It holds legal and equitable title to the shares of Series A
Preferred Stock tendered for exchange, and has not assigned,
transferred, pledged or hypothecated such title.
(c) It is acquiring the AmeriNet common stock for its own account for
investment purposes, and not with a view to the distribution
thereof.
(d) It agrees that it will not sell or assign the AmeriNet common
stock unless the stock is registered or the transaction is exempt
from registration under the Act.
(e) It is an accredited investor as such term is defined in Rule 501
of Regulation D of the Securities Act of 1933.
4. Representations and Warranties of AmeriNet. AmeriNet represents and
warrants to Riverview that:
(a) It has sufficient shares of AmeriNet common stock reserved for
issuance hereunder.
(b) The shares of AmeriNet common stock issued hereunder will be
fully paid, non-assessable and free from all preemptive rights,
taxes, liens and charges (other than taxes in respect of any
transfer occurring contemporaneously with such issue).
(c) It has full corporate power and authority to enter into and
perform this Agreement; this Agreement has been duly authorized
by all requisite action on AmeriNet's part; and this Agreement
has been executed and delivered by duly authorized officers of
AmeriNet. AmeriNet represents that it has taken all actions and
obtained all approvals necessary for the issuance of the shares
of AmeriNet common stock hereunder.
5. Registration. If at any time AmeriNet shall propose to file a
registration statement under the Act with respect to any class of
security (other than a registration relating solely to the sale of
securities to participants in its stock or stock option plan or a
registration in connection with a bona fide business acquisition of or
by AmeriNet), AmeriNet shall in each case timely notify Riverview in
writing and include in such registration statement any or all of the
shares of AmeriNet common stock obtained hereunder as Riverview may
request (Riverview is limited to registering 4,000,000 shares in
AmeriNet's first registration statement filed after the closing of the
Reorganization Agreement) within twenty (20) days after such notice,
subject to such restrictions and conditions as may be imposed by the
underwriter in connection with any underwritten offering. In addition
to the foregoing, AmeriNet will prepare and file a registration
statement under the Act at the request of Riverview from time to time,
sufficient to permit the sale or distribution of all or any portion of
the shares of AmeriNet common stock issued hereunder. AmeriNet will
use its best efforts to cause any registration statement hereunder to
become effective as promptly as practical and to maintain the
effectiveness so as to permit the resale of the registered securities
until such securities are sold. AmeriNet will use its best efforts to
register or qualify the securities covered by any such registration in
such jurisdictions as Riverview may reasonably request. All
registration expenses incurred in connection with any registration,
qualification or compliance with this paragraph shall be borne by
AmeriNet.
6. Further Assurances. Each party will execute such other documents,
instruments or agreements, and take or cause to be taken such other
actions as may be reasonably necessary to effectuate the intent of
this Agreement.
7. Invalidity. In the event that any one or more of the provisions
contained in this Agreement shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, then to the maximum
extent permitted by law, such invalidity, illegality or
unenforceability shall not affect any other provisions of this
Agreement.
8. Governing Law. This Agreement shall be governed and construed in all
respects in accordance with the laws of the State of Utah.
9. Transfer. The rights granted hereunder may only be assigned in
connection with a transfer of the AmeriNet common stock issued
hereunder. Riverview shall give written notice to AmeriNet at the time
of any such transfer stating the name and address of the transferee
and identifying the shares with respect to which the rights under this
Agreement are being assigned.
10. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same document.
IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to
be executed as of the day and year first above written.
"AMERINET" AMERINET GROUP.COM, INC.,
a Delaware corporation
By: /s/ Edward Dmytryk
Name: Edward Dmytryk
Title: President
"RIVERVIEW" RIVERVIEW FINANCIAL CORP.,
a California corporation
By: /s/ Randall K. Fields
Name: Randall K. Fields
Title: President