STOCK EXCHANGE AGREEMENT
AGREEMENT dated as of January 29, 1999, by and between U.S. Trucking,
Inc., a Colorado corporation (the "Company") and Logistics Management, LLC
(the "Purchaser").
In consideration of the mutual covenants herein contained, and other
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Exchange of Stock. Company and Seller hereby agree to exchange 9,000,000
shares of Company common stock, without par value (the "Common Shares") owned
beneficially and of record by Seller for 900,000 shares of the Series A
Preferred Stock (the "Series A Shares") of the Company. The terms of the
Series A Shares are set forth in Exhibit A hereto.
2. Representations. Seller represents and warrants to the Company as
follows:
(a) The Seller is a registered owner of the Common Shares and, assuming
the Company purchases the Common Shares for value in good faith and without
notice of any adverse claim, will acquire all the rights of the Seller in the
Shares free of any adverse claim.
(b) Neither the execution and delivery of this Agreement nor the sale of
the Series A Shares contemplated hereby will constitute a default under or
violate any term or provision of any agreement to which Seller is a party.
3. Exchange. Each Series A Share shall be exchanged for ten Common Shares
(subject to an appropriate adjustment in the event of any split, reverse split
or dividend of Common Shares) as follows: one-fifth upon the company
reporting revenues of $31 million or more for any fiscal year or shorter
period in a report on Form 10-KSB, 10-K, 10-QSB, or 10-Q as filed with the
Securities and Exchange Commission, an additional one-fifth at or above $41
million revenues, an additional one-fifth at or above $51 million, an
additional one-fifth at or above $61 million and the balance at or above $71
million. In addition, the ten-for-one exchange described above shall be
effected immediately as to all Series A Shares in the event the holders of the
Series A Shares no longer have the voting power to elect a majority of the
members of the Board of Directors of the Company.
The foregoing exchanges shall be effective immediately without any action
on the part of Seller or the Company upon the happening of the event causing
the exchange hereunder, whereupon Seller shall surrender the certificate or
certificates for Series A Shares so exchanged and the Company shall issue and
deliver, or cause to be issued and delivered, to the holder, registered in
such name or names as such holder may direct, a certificate or certificates
for the Common Shares issuable upon such exchange. The exchange shall be
deemed to have been effected as of the close of business on the date of the
exchange event, and at such time the rights of the holder of such exchanged
Series A Shares shall cease, and the person or persons in whose name or names
any certificate or certificates for Common Shares exchanged therefor shall be
issuable upon such exchange shall be deemed to have become the holder or
holders of record of the shares represented thereby.
4. Miscellaneous.
(a) Governing Law. This Agreement shall in all respects be subject to,
and governed by, the internal laws of the state of Colorado.
(b) Assignment. This Agreement, together with any amendments to it,
shall be binding upon and shall inure to the benefit of the parties and their
respective successors, assigns, heirs, and personal representatives, provided
that Seller agrees not to transfer any Series A Shares without the prior
written consent of the Company, which consent shall not be unreasonably
withheld.
(c) Amendments. This Agreement may be amended at any time by mutual
consent of the parties, with any such amendment to be invalid unless in
writing, signed by the parties hereto.
(d) Entire Agreement. This Agreement contains the entire agreement and
understanding by and between the Company and Seller with respect to the
matters covered herein, and no representations, promises, agreements, or
understandings, written or oral, relating to the exchange effected hereby not
contained in this Agreement shall be of any force or effect.
IN WITNESS WHEREOF, Seller and Company have duly executed this Agreement
as of the day and year first above written.
SELLER: U.S. TRUCKING, INC.
LOGISTICS MANAGEMENT, LLC
BY: /s/ Anthony Huff BY: /s/ Anthony Huff
TITLE: Manager TITLE: Chairman
STOCK EXCHANGE AGREEMENT
AGREEMENT dated as of January 29, 1999, by and between U.S. Trucking,
Inc., a Colorado corporation (the "Company") and Waterways Group, Inc. (the
"Purchaser").
In consideration of the mutual covenants herein contained, and other
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Exchange of Stock. Company and Seller hereby agree to exchange 740,000
shares of Company common stock, without par value (the "Common Shares") owned
beneficially and of record by Seller for 74,000 shares of the Series A
Preferred Stock (the "Series A Shares") of the Company. The terms of the
Series A Shares are set forth in Exhibit A hereto.
2. Representations. Seller represents and warrants to the Company as
follows:
(a) The Seller is a registered owner of the Common Shares and, assuming
the Company purchases the Common Shares for value in good faith and without
notice of any adverse claim, will acquire all the rights of the Seller in the
Shares free of any adverse claim.
(b) Neither the execution and delivery of this Agreement nor the sale of
the Series A Shares contemplated hereby will constitute a default under or
violate any term or provision of any agreement to which Seller is a party.
3. Exchange. Each Series A Share shall be exchanged for ten Common Shares
(subject to an appropriate adjustment in the event of any split, reverse split
or dividend of Common Shares) as follows: one-fifth upon the company
reporting revenues of $31 million or more for any fiscal year or shorter
period in a report on Form 10-KSB, 10-K, 10-QSB, or 10-Q as filed with the
Securities and Exchange Commission, an additional one-fifth at or above $41
million revenues, an additional one-fifth at or above $51 million, an
additional one-fifth at or above $61 million and the balance at or above $71
million. In addition, the ten-for-one exchange described above shall be
effected immediately as to all Series A Shares in the event the holders of the
Series A Shares no longer have the voting power to elect a majority of the
members of the Board of Directors of the Company.
The foregoing exchanges shall be effective immediately without any action
on the part of Seller or the Company upon the happening of the event causing
the exchange hereunder, whereupon Seller shall surrender the certificate or
certificates for Series A Shares so exchanged and the Company shall issue and
deliver, or cause to be issued and delivered, to the holder, registered in
such name or names as such holder may direct, a certificate or certificates
for the Common Shares issuable upon such exchange. The exchange shall be
deemed to have been effected as of the close of business on the date of the
exchange event, and at such time the rights of the holder of such exchanged
Series A Shares shall cease, and the person or persons in whose name or names
any certificate or certificates for Common Shares exchanged therefor shall be
issuable upon such exchange shall be deemed to have become the holder or
holders of record of the shares represented thereby.
4. Miscellaneous.
(a) Governing Law. This Agreement shall in all respects be subject to,
and governed by, the internal laws of the state of Colorado.
(b) Assignment. This Agreement, together with any amendments to it,
shall be binding upon and shall inure to the benefit of the parties and their
respective successors, assigns, heirs, and personal representatives, provided
that Seller agrees not to transfer any Series A Shares without the prior
written consent of the Company, which consent shall not be unreasonably
withheld.
(c) Amendments. This Agreement may be amended at any time by mutual
consent of the parties, with any such amendment to be invalid unless in
writing, signed by the parties hereto.
(d) Entire Agreement. This Agreement contains the entire agreement and
understanding by and between the Company and Seller with respect to the
matters covered herein, and no representations, promises, agreements, or
understandings, written or oral, relating to the exchange effected hereby not
contained in this Agreement shall be of any force or effect.
IN WITNESS WHEREOF, Seller and Company have duly executed this Agreement
as of the day and year first above written.
SELLER: U.S. TRUCKING, INC.
WATERWAYS GROUP, INC.
BY: /s/ John A. Jacobson BY: /s/ Anthony Huff
TITLE: Managing Agent TITLE: Chairman
STOCK EXCHANGE AGREEMENT
AGREEMENT dated as of January 29, 1999, by and between U.S. Trucking,
Inc., a Colorado corporation (the "Company") and Joff Pollon & Associates (the
"Purchaser").
In consideration of the mutual covenants herein contained, and other
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Exchange of Stock. Company and Seller hereby agree to exchange 250,000
shares of Company common stock, without par value (the "Common Shares") owned
beneficially and of record by Seller for 25,000 shares of the Series A
Preferred Stock (the "Series A Shares") of the Company. The terms of the
Series A Shares are set forth in Exhibit A hereto.
2. Representations. Seller represents and warrants to the Company as
follows:
(a) The Seller is a registered owner of the Common Shares and, assuming
the Company purchases the Common Shares for value in good faith and without
notice of any adverse claim, will acquire all the rights of the Seller in the
Shares free of any adverse claim.
(b) Neither the execution and delivery of this Agreement nor the sale of
the Series A Shares contemplated hereby will constitute a default under or
violate any term or provision of any agreement to which Seller is a party.
3. Exchange. Each Series A Share shall be exchanged for ten Common Shares
(subject to an appropriate adjustment in the event of any split, reverse split
or dividend of Common Shares) as follows: one-fifth upon the company
reporting revenues of $31 million or more for any fiscal year or shorter
period in a report on Form 10-KSB, 10-K, 10-QSB, or 10-Q as filed with the
Securities and Exchange Commission, an additional one-fifth at or above $41
million revenues, an additional one-fifth at or above $51 million, an
additional one-fifth at or above $61 million and the balance at or above $71
million. In addition, the ten-for-one exchange described above shall be
effected immediately as to all Series A Shares in the event the holders of the
Series A Shares no longer have the voting power to elect a majority of the
members of the Board of Directors of the Company.
The foregoing exchanges shall be effective immediately without any action
on the part of Seller or the Company upon the happening of the event causing
the exchange hereunder, whereupon Seller shall surrender the certificate or
certificates for Series A Shares so exchanged and the Company shall issue and
deliver, or cause to be issued and delivered, to the holder, registered in
such name or names as such holder may direct, a certificate or certificates
for the Common Shares issuable upon such exchange. The exchange shall be
deemed to have been effected as of the close of business on the date of the
exchange event, and at such time the rights of the holder of such exchanged
Series A Shares shall cease, and the person or persons in whose name or names
any certificate or certificates for Common Shares exchanged therefor shall be
issuable upon such exchange shall be deemed to have become the holder or
holders of record of the shares represented thereby.
4. Miscellaneous.
(a) Governing Law. This Agreement shall in all respects be subject to,
and governed by, the internal laws of the state of Colorado.
(b) Assignment. This Agreement, together with any amendments to it,
shall be binding upon and shall inure to the benefit of the parties and their
respective successors, assigns, heirs, and personal representatives, provided
that Seller agrees not to transfer any Series A Shares without the prior
written consent of the Company, which consent shall not be unreasonably
withheld.
(c) Amendments. This Agreement may be amended at any time by mutual
consent of the parties, with any such amendment to be invalid unless in
writing, signed by the parties hereto.
(d) Entire Agreement. This Agreement contains the entire agreement and
understanding by and between the Company and Seller with respect to the
matters covered herein, and no representations, promises, agreements, or
understandings, written or oral, relating to the exchange effected hereby not
contained in this Agreement shall be of any force or effect.
IN WITNESS WHEREOF, Seller and Company have duly executed this Agreement
as of the day and year first above written.
SELLER: U.S. TRUCKING, INC.
JOFF POLLON & ASSOCIATES
BY: /s/ Joff Pollon BY: /s/ Anthony Huff
TITLE: Managing Director TITLE: Chairman