EXHIBIT 2.1
SHARE EXCHANGE AGREEMENT DATED JUNE 28, 2007
SHARE EXCHANGE AGREEMENT
by and between
WORLDWIDE STRATEGIES INCORPORATED, A NEVADA CORPORATION
CENTRIC RX, INC., A NEVADA CORPORATION
JIM CRELIA
JEFF CRELIA
J. JIREH, INC., A NEVADA CORPORATION
and
CANADA PHARMACY EXPRESS, LTD., A CANADIAN CORPORATION
Dated as of June 28, 2007
TABLE OF CONTENTS
PAGE
THE SHARE EXCHANGE.............................................................2
1.1 THE SHARE EXCHANGE...............................................2
1.2 NUMBER OF SHARES OF WWSI COMMON STOCK............................2
1.3 CONVERSION OF CENTRIC COMMON STOCK...............................2
1.4 ESCROW OF WWSI COMMON STOCK......................................2
1.5 FRACTIONAL SHARES................................................2
1.6 RESERVATION OF SHARES............................................2
1.7 ADJUSTMENTS TO EXCHANGE RATIO....................................2
1.8 LOCK-UP AND VOTING TRUST AGREEMENT...............................3
1.9 EXCHANGE OF CERTIFICATES.........................................3
1.10 NO FURTHER OWNERSHIP RIGHTS IN CENTRIC COMMON STOCK..............3
1.11 LOST, STOLEN OR DESTROYED CERTIFICATES...........................3
1.12 EXEMPTION FROM REGISTRATION......................................3
1.13 REPORTING OF SHARE EXCHANGE......................................3
1.14 BOARD OF DIRECTORS OF WWSI.......................................3
1.15 BOARD OF DIRECTORS AND OFFICERS OF CENTRIC.......................3
1.16 TAKING OF NECESSARY ACTION; FURTHER ACTION.......................3
THE CLOSING....................................................................4
2.1 TIME AND PLACE OF CLOSING........................................4
2.2 OBLIGATIONS OF CENTRIC AND THE CENTRIC SHAREHOLDERS AT OR
PRIOR TO THE CLOSING.............................................4
2.3 OBLIGATIONS OF WWSI AT OR PRIOR TO THE CLOSING...................4
REPRESENTATIONS AND WARRANTIES OF CENTRIC......................................5
3.1 ORGANIZATION OF CENTRIC..........................................5
3.2 CAPITALIZATION...................................................5
3.3 SUBSIDIARIES.....................................................5
3.4 OPTIONS OR OTHER RIGHTS..........................................5
3.5 OWNERSHIP OF SHARES..............................................6
3.6 VALIDITY AND EXECUTION OF AGREEMENT..............................6
3.7 NO CONFLICT......................................................6
3.8 CONSENTS AND APPROVALS...........................................6
3.9 VIOLATION OF LAWS, PERMITS, ETC..................................7
3.10 BOOKS AND RECORDS................................................7
3.11 CENTRIC FINANCIAL STATEMENTS.....................................7
3.12 UNDISCLOSED LIABILITIES..........................................9
3.13 TITLE TO PROPERTY; ENCUMBRANCES; INTELLECTUAL PROPERTY...........9
3.14 TAXES...........................................................12
3.15 LITIGATION......................................................13
3.16 CONTRACTS AND OTHER AGREEMENTS..................................14
3.17 COMPENSATION ARRANGEMENTS; OFFICERS AND DIRECTORS...............14
3.18 ERISA...........................................................14
3.19 OPERATIONS......................................................14
3.20 LICENSES AND PERMITS............................................15
3.21 BROKERS.........................................................16
3.22 CERTAIN BUSINESS RELATIONSHIPS WITH WWSI........................16
3.23 DISCLOSURE......................................................16
REPRESENTATIONS AND WARRANTIES OF WWSI........................................16
4.1 ORGANIZATION AND AUTHORITY......................................16
4.2 CAPITALIZATION..................................................16
4.3 SUBSIDIARIES AND AFFILIATES.....................................16
4.4 VALIDITY AND EXECUTION OF AGREEMENT.............................17
4.5 CONSENTS AND APPROVALS..........................................17
4.6 VIOLATION OF LAWS, PERMITS, ETC.................................17
4.7 LITIGATION......................................................17
4.8 APPROVAL OF SHARE EXCHANGE......................................17
4.9 INVESTMENT COMPANY..............................................17
4.10 TRADING STATUS..................................................17
4.11 DISCLOSURE......................................................18
ACTIONS PRIOR TO CLOSING......................................................18
5.1 CORPORATE EXAMINATIONS AND INVESTIGATIONS.......................18
5.2 CONDUCT AND PRESERVATION OF BUSINESS OF WWSI....................18
5.3 CONDUCT AND PRESERVATION OF BUSINESS OF CENTRIC.................18
5.4 ADVICE OF CHANGES...............................................19
5.5 PINK SHEETS.....................................................19
5.6 WWSI SEC REPORTS................................................19
5.7 OTHER AGREEMENTS................................................19
CONDITIONS PRECEDENT TO CLOSING...............................................19
6.1 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF WWSI TO
COMPLETE THE CLOSING............................................19
6.2 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF CENTRIC
TO COMPLETE THE CLOSING.........................................21
POST-CLOSING COVENANTS........................................................23
7.1 FURTHER INFORMATION.............................................23
7.2 RECORD RETENTION................................................23
7.3 POST-CLOSING ASSISTANCE.........................................23
SURVIVAL; INDEMNIFICATION.....................................................23
8.1 SURVIVAL OF AGREEMENTS, REPRESENTATIONS AND WARRANTIES..........23
8.1 INDEMNIFICATION.................................................24
TERMINATION OF AGREEMENT......................................................24
9.1 TERMINATION.....................................................24
9.2 SURVIVAL AFTER TERMINATION......................................25
MISCELLANEOUS.................................................................25
10.1 EXPENSES........................................................25
10.2 FURTHER ASSURANCES..............................................25
10.3 NOTICES.........................................................25
10.4 MEDIATION.......................................................26
10.5 ARBITRATION.....................................................26
10.6 PUBLICITY.......................................................27
10.7 ENTIRE AGREEMENT................................................27
10.8 WAIVERS AND AMENDMENTS..........................................27
10.9 GOVERNING LAW...................................................27
10.10 BINDING EFFECT, NO ASSIGNMENT...................................27
10.11 COUNTERPARTS....................................................27
10.12 EXHIBITS AND SCHEDULES..........................................28
10.13 EFFECT OF DISCLOSURE ON SCHEDULES...............................28
10.14 HEADINGS........................................................28
10.15 SEVERABILITY OF PROVISIONS......................................28
EXHIBIT A - CENTRIC SHAREHOLDERS
EXHIBIT B - ESCROW AGREEMENT
EXHIBIT C - LOCK-UP AND VOTING TRUST AGREEMENT
EXHIBIT D - RESTRICTED SHARE ACKNOWLEDGMENT
EXHIBIT E - ARTICLES OF EXCHANGE
THIS SHARE EXCHANGE AGREEMENT is entered into as of June 28, 2007, by and
between WORLDWIDE STRATEGIES INCORPORATED, a Nevada corporation ("WWSI"),
CENTRIC RX, INC., a Nevada corporation ("CENTRIC"), and Jim Crelia, Jeff Crelia,
J. Jireh, Inc., a Nevada Corporation, and Canada Pharmacy Express, Ltd., a
Canadian corporation (the "CENTRIC SHAREHOLDERS").
RECITALS
A. The Boards of Directors of each of WWSI and CENTRIC have determined
that it is in the best interests of WWSI and CENTRIC (as applicable)
and their respective shareholders that WWSI acquire CENTRIC through a
statutory share exchange under the laws of Nevada (the "SHARE
EXCHANGE") and, in furtherance thereof, have approved the Share
Exchange, this Agreement and the transactions contemplated hereby.
B. Pursuant to the Share Exchange, among other things, and subject to the
terms and conditions of this Agreement, all of the shares of capital
stock of CENTRIC which are issued and outstanding immediately prior to
the Closing (as defined below) shall be converted into the right to
receive shares of common stock, $0.001 par value per share, of WWSI
("WWSI COMMON Stock") on the terms and subject to the conditions set
forth herein.
C. Prior to the Share Exchange, WWSI plans to reverse split its issued and
outstanding shares of WWSI Common Stock in a one-for-three basis and
WWSI plans to issue the WWSI Common Stock to the CENTRIC Shareholders
after effecting the reverse split (the "POST-REVERSE SPLIT SHARES").
D. It is the intent of WWSI and CENTRIC that CENTRIC become a wholly-owned
subsidiary of WWSI and that all of CENTRIC's officers, directors,
employees, consultants, affiliated parties, and other interested
persons will continue to pursue CENTRIC's business plan and develop
CENTRIC's business.
E. It is the intent of WWSI and CENTRIC that the title to all assets,
including certain operating software, intellectual property, operating
licenses and all other rights related to CENTRIC's operation and
business plan belonging to any of CENTRIC's officers, directors,
employees, consultants, or affiliated parties will be transferred to
CENTRIC and become the property of WWSI's wholly-owned subsidiary.
F. WWSI and CENTRIC desire to make certain representations, warranties,
covenants and agreements in connection with the Share Exchange.
Share Exchange Agreement - Page 1
AGREEMENT
NOW, THEREFORE, for and in consideration of the premises and the mutual
agreements hereinafter set forth, in accordance with the provisions of
applicable law, the parties hereby agree as follows:
ARTICLE I
THE SHARE EXCHANGE
1.1 THE SHARE EXCHANGE. At the Closing and upon the terms and subject to
the conditions of this Agreement, the following shall occur:
1.2 NUMBER OF SHARES OF WWSI COMMON STOCK. The CENTRIC Shareholders named
on EXHIBIT A attached to this Agreement shall receive an aggregate of
up to 2,250,000 Post-Reverse Split Shares of WWSI Common Stock on a pro
rata basis based on their percentage shareholdings in CENTRIC at the
Closing, and CENTRIC shall become a wholly-owned subsidiary of WWSI.
1.3 CONVERSION OF CENTRIC COMMON STOCK. Each share of CENTRIC Common Stock
issued and outstanding immediately prior to the Closing (other than any
Dissenting Shares, as such term is defined in SECTION 1.8) will be
automatically cancelled and extinguished and each share of CENTRIC
Common Stock that is issued and outstanding immediately prior to the
Closing shall be converted automatically into the right to receive
0.28125 Post-Reverse Split Shares of WWSI Common Stock (the "EXCHANGE
Ratio").
1.4 ESCROW OF WWSI COMMON STOCK. At the Closing, share certificates
evidencing 1,125,000 Post-Reverse Split Shares of WWSI Common Stock
(with executed stock powers), to be issued pursuant to Section 1.2
shall be placed into and held in escrow pursuant to the terms of the
Escrow Agreement in the form attached hereto as EXHIBIT B (the "ESCROW
AGREEMENT") until six (6) months after the Closing (the "ESCROW
PERIOD").
1.5 FRACTIONAL SHARES. No fraction of a share of WWSI Common Stock will be
issued upon such exchange of shares of CENTRIC Common Stock. Instead
amounts of shares will be rounded to the nearest whole number.
1.6 RESERVATION OF SHARES. WWSI will reserve sufficient shares of WWSI
Common Stock for issuance pursuant to SECTION 1.2.
1.7 ADJUSTMENTS TO EXCHANGE RATIO. The Exchange Ratio shall be equitably
adjusted to reflect fully the effect of any stock split, reverse split,
stock combination, stock dividend (including any dividend or
distribution of securities convertible into WWSI Common Stock or
CENTRIC Common Stock), reorganization, reclassification,
recapitalization or other like change with respect to WWSI Common Stock
or CENTRIC Common Stock, the effective date of which occurs after the
date hereof and prior to the Closing, other than the one-for-three
reverse stock split described above.
Share Exchange Agreement - Page 2
1.8 LOCK-UP AND VOTING TRUST AGREEMENT. At the Closing, the CENTRIC
Shareholders shall execute a Lock-up and Voting Trust Agreement in the
form attached hereto as EXHIBIT C (the "LOCK-UP AND VOTING TRUST
AGREEMENT") providing that the CENTRIC Shareholders shall be prohibited
from transferring the WWSI Common Stock received pursuant to the Share
Exchange and that WWSI's designee will have an irrevocable proxy to
vote all of the WWSI Common Stock owned by the CENTRIC Shareholders
until twelve (12) months after the closing (the "LOCK-UP PERIOD").
1.9 EXCHANGE OF CERTIFICATES. At Closing, or as soon as practicable
thereafter, WWSI shall cause its transfer agent issue certificates
representing the whole number of shares of WWSI Common Stock into which
each CENTRIC Shareholder's shares of CENTRIC shall have been exchanged
as listed on EXHIBIT A hereto.
1.10 NO FURTHER OWNERSHIP RIGHTS IN CENTRIC COMMON STOCK. All shares of WWSI
Common Stock issued upon the surrender for exchange of shares of
CENTRIC Common Stock in accordance with the terms hereof shall be
deemed to have been issued in full satisfaction of all rights
pertaining to such shares of CENTRIC Common Stock, and there shall be
no further registration of transfers on the records of CENTRIC of
shares of CENTRIC Common Stock which were outstanding immediately prior
to the Closing. If, after the Closing, certificates are presented to
the WWSI for any reason, they shall be canceled and exchanged as
provided in this Article 1.
1.11 LOST, STOLEN OR DESTROYED CERTIFICATES. In the event any certificates
evidencing shares of CENTRIC Common Stock shall have been lost, stolen
or destroyed, the transfer agent for WWSI shall issue certificates
representing such shares of WWSI Common Stock in exchange for such
lost, stolen or destroyed certificates, upon the making of an affidavit
of that fact by the holder thereof.
1.12 EXEMPTION FROM REGISTRATION. The shares of WWSI Common Stock to be
issued pursuant to SECTIONS 1.2 and 1.3 in connection with the Share
Exchange will be issued in a transaction exempt from registration under
the Securities Act of 1933, as amended (including the rules and
regulations promulgated thereunder, the "SECURITIES ACT").
1.13 REPORTING OF SHARE EXCHANGE. For federal, state, and local income tax
return reporting purposes, all parties agree to treat the Share
Exchange as a nontaxable exchange under Section 368 of the Internal
Revenue Code.
1.14 BOARD OF DIRECTORS OF WWSI. Immediately after the Closing, the board of
directors of WWSI shall cause the number of seats on such board to be
increased by one and shall appoint the person designed by CENTRIC to
serve as a director.
1.15 BOARD OF DIRECTORS OF CENTRIC. Immediately after the Closing, the
directors and officers of CENTRIC shall resign and shall have appointed
persons designed by WWSI to serve as directors.
1.16 TAKING OF NECESSARY ACTION; FURTHER ACTION. If, at any time after the
Closing, any such further action is necessary or desirable to carry out
the purposes of this Agreement, the
Share Exchange Agreement - Page 3
officers and directors of WWSI are fully authorized to take, and will
use their reasonable efforts to take, all such lawful and necessary
action.
ARTICLE II
THE CLOSING
2.1 TIME AND PLACE OF CLOSING. The closing of the Share Exchange (the
"CLOSING") shall, unless otherwise agreed to in writing by the parties,
take place at a place and time to be determined by the parties, on or
prior to July 31, 2007.
2.2 OBLIGATIONS OF CENTRIC AND THE CENTRIC SHAREHOLDERS AT OR PRIOR TO THE
CLOSING. At or prior to Closing, and subject to the satisfaction by
WWSI of its obligations hereunder, CENTRIC and the CENTRIC Shareholders
shall deliver to WWSI the following:
(a) A copy of the Articles of Incorporation of CENTRIC certified
as of a date within ten days of the Closing by the Secretary
of State of the State of Nevada and certified by the corporate
secretary of CENTRIC as to the absence of any amendments
between the date of certification by the Secretary of State
and the Closing;
(b) A certificate from the Secretary of State of the State of
Nevada as to the existence and good standing of CENTRIC as of
a date within ten days of the Closing;
(c) The certificate of CENTRIC referred to in SECTION 6.1(A)
hereof;
(d) Such other documents as are required pursuant to this
Agreement or as may reasonably be requested from CENTRIC by
WWSI or its counsel; and
(e) The certificates evidencing the shares of CENTRIC Common Stock
owned by the CENTRIC Shareholders, duly endorsed for transfer
to WWSI.
2.3 OBLIGATIONS OF WWSI AT OR PRIOR TO THE CLOSING. At or prior to Closing,
and subject to the satisfaction by CENTRIC of its obligations
hereunder, WWSI shall deliver to CENTRIC and the CENTRIC Shareholders
the following:
(a) A copy of the Articles of Incorporation of WWSI certified as
of a date within ten days of the Closing by the Secretary of
State of the State of Nevada and certified by the corporate
secretary of WWSI as to the absence of any amendments between
the date of certification by the Secretary of State and the
Closing;
(b) A certificate from the Secretary of State of the State of
Nevada as to the existence and good standing of WWSI as of a
date within ten days of the Closing;
(c) A certificate of the corporate secretary of WWSI attaching
thereto true and correct copies of the bylaws of WWSI and the
corporate resolutions duly adopted by the
Share Exchange Agreement - Page 4
board of directors of WWSI authorizing the consummation of the
transactions contemplated hereby;
(d) The certificate of WWSI referred to in SECTION 6.2(A) hereof;
(e) Such other documents as are required pursuant to this
Agreement or as may reasonably be requested from WWSI by
CENTRIC or its counsel; and
(f) Certificates evidencing the WWSI Common Stock to be issued to
the CENTRIC Shareholders pursuant to ARTICLE I hereof.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF CENTRIC
Except as expressly set forth and specifically identified by the
section number of this Agreement in the schedule delivered by CENTRIC to WWSI
contemporaneously with the execution of this Agreement and updated, if
necessary, at most five (5) days prior to Closing (the "CENTRIC DISCLOSURE
SCHEDULE"), CENTRIC and the CENTRIC Shareholders represent, warrant, and
covenant to WWSI that the statements contained in this ARTICLE III are correct
and complete as of the date of this Agreement and will be correct and complete
as of the Closing Date (as though made then and as though the Closing Date were
substituted for the date of this Agreement throughout this ARTICLE III). The
CENTRIC Disclosure Schedule will be arranged in paragraphs corresponding to the
numbered and lettered paragraphs contained in this ARTICLE III. "KNOWLEDGE" is
defined to mean actual knowledge after reasonable investigation.
3.1 ORGANIZATION OF CENTRIC. CENTRIC is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Nevada and has all requisite corporate power and authority to (a) own,
lease and operate its properties and assets as they are now owned,
leased and operated and (b) carry on its business as currently
conducted and as proposed to be conducted.
3.2 CAPITALIZATION. As of July 31, 2007, the issued and outstanding capital
stock of CENTRIC consists of 8,000,000 shares of common stock. All of
the issued and outstanding shares of capital stock of CENTRIC are
validly issued, fully paid, and nonassessable, and none of such shares
has been issued in violation of the preemptive rights of any person.
3.3 SUBSIDIARIES. CENTRIC has no subsidiaries.
3.4 OPTIONS OR OTHER RIGHTS. Except as set forth in SECTION 3.4 of the
CENTRIC Disclosure Schedule, no options, warrants, calls, commitments
or other rights to acquire, sell or issue shares of capital stock or
other equity interests of CENTRIC, whether upon conversion of other
securities or otherwise, are issued or outstanding, and there is no
agreement or understanding with respect to the voting of such capital
stock or other equity interests.
Share Exchange Agreement - Page 5
3.5 OWNERSHIP OF SHARES. The shares of CENTRIC Common Stock are owned of
record and beneficially by the CENTRIC Shareholders as set forth on
EXHIBIT A. Each of the CENTRIC Shareholders possesses full authority
and legal right to sell, transfer, and assign the entire legal and
beneficial ownership of the shares of CENTRIC common stock, free from
all liens, claims, and encumbrances of any kind.
3.6 VALIDITY AND EXECUTION OF AGREEMENT. Each of CENTRIC and the CENTRIC
Shareholders has the full legal right, capacity and power required to
enter into, execute and deliver this Agreement and to carry out the
transactions contemplated and the terms set forth in this Agreement.
This Agreement has been duly executed and delivered by CENTRIC and each
of the CENTRIC Shareholders and constitutes the valid and binding
obligation of CENTRIC and the CENTRIC Shareholders, enforceable in
accordance with its terms, subject to the qualification that
enforcement of the rights and remedies created hereby is subject to (a)
bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting the rights and remedies of creditors and
(b) general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law).
3.7 NO CONFLICT. Except as set forth in SECTION 3.7 of the CENTRIC
Disclosure Schedule and to the knowledge of CENTRIC and the CENTRIC
Shareholders, none of the execution, delivery, or performance of this
Agreement does or will:
(a) result in any violation or be in conflict with or constitute a
default under any term or provision of the Articles of
Incorporation or bylaws of CENTRIC or any term or provision of
any judgment, decree, order, statute, injunction, rule, or
regulation applicable to CENTRIC that would have an adverse
effect on WWSI after Closing, or of any material note, bond,
mortgage, indenture, lease, license, franchise, agreement, or
other instrument or obligation to which CENTRIC or is bound
that would have an adverse effect on WWSI after Closing;
(b) result in the creation of any material option, pledge,
security interest, lien, charge, encumbrance, or restriction,
whether imposed by agreement, understanding, law or otherwise,
except those arising under applicable federal or state
securities laws (hereinafter an "ENCUMBRANCE") upon any of the
properties or assets of CENTRIC pursuant to any such term or
provision that would have an adverse effect on WWSI after
Closing; or
(c) constitute a default under, terminate, accelerate, amend or
modify, or give any party the right to terminate, accelerate,
amend, modify, abandon, or refuse to perform or comply with,
any material contract, agreement, arrangement, commitment, or
plan to which CENTRIC is a party, or by which CENTRIC or any
of its properties or assets may be subject or bound that would
have an adverse effect on WWSI after Closing.
3.8 CONSENTS AND APPROVALS. Except as set forth in SECTION 3.8 of the
CENTRIC Disclosure Schedule, CENTRIC does not need to give any notice
to, make any filing with, or obtain any authorization, consent, or
approval of any governmental body or governmental agency in order for
CENTRIC to consummate the transactions contemplated by this Agreement.
Share Exchange Agreement - Page 6
3.9 VIOLATION OF LAWS, PERMITS, ETC.
(a) CENTRIC is not in violation of any term or provision of its
Articles of Incorporation or bylaws, or of any material term
or provision of any judgment, decree, order, statute, law,
injunction, rule, ordinance, or governmental regulation that
is applicable to it and where the failure to comply with which
would have a Material Effect.
(b) CENTRIC has maintained in full force and effect all
certificates, licenses, and permits material to the conduct of
its business, and has not received any notification that any
revocation or limitation thereof is threatened or pending.
3.10 BOOKS AND RECORDS. The books and records of CENTRIC (including, without
limitation, the books of account, minute books, and stock record books)
are complete and correct in all material respects and have been
maintained in accordance with sound business practices. The minute
books of CENTRIC are complete and current in all material respects and,
as applicable, accurately reflect all actions taken by the shareholders
and the board of directors of CENTRIC since the date of inception of
CENTRIC, and all signatures contained therein are the true signatures
of the persons whose signatures they purport to be.
3.11 CENTRIC FINANCIAL STATEMENTS.
(a) The unaudited balance sheet of CENTRIC as of July 31, 2007,
and the related unaudited statement of income and statement of
cash flows for the one month then ended (the "CENTRIC
FINANCIAL STATEMENTS"), true and complete copies of which have
been delivered to WWSI, present fairly, in all material
respects, the financial position of CENTRIC as at such dates
and the results of operations of CENTRIC for the periods then
ended, in accordance with the cash basis of accounting
consistently applied for the periods covered thereby. Prior to
closing, CENTRIC will complete and deliver to WWSI audited
financial statements containing audited balance sheets and the
related audited statements of income, changes in stockholders'
equity, and cash flows as of June 30, 2007, December 31, 2006
and 2005.
(b) Except as set forth on SECTION 3(B) of the CENTRIC Disclosure
Schedule, since the June 15, 2007, there has not been any
material adverse change in the business, financial condition,
operations, results of operations, or future prospects of
CENTRIC. Without limiting the generality of the foregoing,
except as set forth on SECTION 3(B) of the CENTRIC Disclosure
Schedule, since that date:
(i) CENTRIC has not sold, leased, transferred, or
assigned any of its assets, tangible or intangible;
(ii) CENTRIC has not entered into any agreement, contract,
lease, or license (or series of related agreements,
contracts, leases, and licenses);
Share Exchange Agreement - Page 7
(iii) no party (including CENTRIC) has accelerated,
terminated, modified, or cancelled any agreement,
contract, lease, or license (or series of related
agreements, contracts, leases, and licenses) to which
CENTRIC is a party or by which any of them is bound;
(iv) CENTRIC has not imposed any security interest upon
any of its assets, tangible or intangible;
(v) CENTRIC has not made any capital expenditure (or
series of related capital expenditures);
(vi) CENTRIC has not made any capital investment in, any
loan to, or any acquisition of the securities or
assets of, any other Person (defined herein to mean
an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint
venture, an unincorporated organization, or a
governmental entity), or series of related capital
investments, loans, and acquisitions;
(vii) CENTRIC has not issued any note, bond, or other debt
security or created, incurred, assumed, or guaranteed
any indebtedness for borrowed money or capitalized
lease obligation;
(viii) CENTRIC has not delayed or postponed the payment of
accounts payable and other liabilities;
(ix) CENTRIC has not cancelled, compromised, waived, or
released any right or claim (or series of related
rights and claims);
(x) CENTRIC has not granted any license or sublicense of
any rights under or with respect to any Intellectual
Property (as that term is defined in SECTION 3.13
below);
(xi) there has been no change made or authorized in the
charter or bylaws of CENTRIC;
(xii) CENTRIC has not issued, sold, or otherwise disposed
of any of its capital stock, or granted any options,
warrants, or other rights to purchase or obtain
(including upon conversion, exchange, or exercise)
any of its capital stock;
(xiii) CENTRIC has not declared, set aside, or paid any
dividend or made any distribution with respect to its
capital stock (whether in cash or in kind) or
redeemed, purchased, or otherwise acquired any of its
capital stock;
(xiv) CENTRIC has not experienced any damage, destruction,
or loss (whether or not covered by insurance) to its
property;
Share Exchange Agreement - Page 8
(xv) CENTRIC has not made any loan to, or entered into any
other transaction with, any of its directors or
officers;
(xvi) CENTRIC has not entered into any employment contract
or collective bargaining agreement, written or oral,
or modified the terms of any existing such contract
or agreement;
(xvii) CENTRIC has not granted any increase in the base
compensation of any of its directors, officers, and
employees outside the Ordinary Course of Business;
(xviii) CENTRIC has not adopted, amended, modified, or
terminated any bonus, profit sharing, incentive,
severance, or other plan, contract, or commitment for
the benefit of any of its directors, officers, and
employees;
(xix) CENTRIC has not made any other change in employment
terms for any of its directors, officers, and
employees;
(xx) CENTRIC has not made or pledged to make any
charitable or other capital contribution;
(xxi) there has not been any other material occurrence,
event, incident, action, failure to act, or
transaction involving CENTRIC; and
(xxiii) CENTRIC has not committed to any of the foregoing.
3.12 UNDISCLOSED LIABILITIES. To the knowledge of CENTRIC and the CENTRIC
Shareholders, CENTRIC does not have any material direct or indirect
indebtedness, liability, claim, loss, damage, deficiency, obligation or
responsibility, fixed or unfixed, choate or inchoate, liquidated or
unliquidated, secured or unsecured, accrued, absolute, contingent or
otherwise (all of the foregoing being collectively referred to as
"LIABILITIES" and individually as a "LIABILITY"), of a kind required by
generally accepted accounting principles ("GAAP") to be set forth on a
financial statement that is not fully and adequately disclosed to WWSI
and as set forth in SECTION 3.12 of the CENTRIC Disclosure Schedule.
3.13 TITLE TO PROPERTY; ENCUMBRANCES; INTELLECTUAL PROPERTY. CENTRIC has
good and indefeasible title to and other legal right to use all
properties and assets, real, intellectual, personal and mixed, tangible
and intangible, reflected as owned on the latest balance sheet included
in the CENTRIC Financial Statements or acquired after the date of such
balance sheet.
(a) Intellectual Property is defined herein to mean all of the
following in any jurisdiction throughout the world: all
inventions (whether patentable or unpatentable and whether or
not reduced to practice), all improvements thereto, and all
patents, patent applications, and patent disclosures, together
with all reissuances, continuations, continuations-in-part,
revisions, extensions, and reexaminations thereof; all
Share Exchange Agreement - Page 9
trademarks, service marks, trade dress, logos, slogans, trade
names, corporate names, Internet domain names and rights in
telephone numbers, together with all translations,
adaptations, derivations, and combinations thereof and
including all goodwill associated therewith, and all
applications, registrations, and renewals in connection
therewith; all copyrightable works, all copyrights, and all
applications, registrations, and renewals in connection
therewith; all mask works and all applications, registrations,
and renewals in connection therewith; all business plans,
business processes, professional licenses, business contact
lists, trade secrets and confidential business information
(including ideas, research and development, know-how,
formulas, compositions, manufacturing and production processes
and techniques, technical data, designs, drawings,
specifications, customer and supplier lists, pricing and cost
information, and business and marketing plans and proposals);
all computer software (including source code, executable code,
data, databases and related documentation); all advertising
and promotional materials; all other proprietary rights, and
all copies and tangible embodiments thereof (in whatever form
or medium).
(i) CENTRIC owns or possesses or has the right to use
pursuant to a valid and enforceable, written license,
sublicense, agreement, or permission all Intellectual
Property necessary for the operation of the business
of CENTRIC as presently conducted and as presently
proposed to be conducted. Each item of Intellectual
Property owned or used by CENTRIC immediately prior
to the Closing hereunder will be owned or available
for use by WWSI or CENTRIC on identical terms and
conditions immediately subsequent to the Closing
hereunder. CENTRIC has taken all necessary and
desirable action to maintain and protect each item of
Intellectual Property that it owns or uses.
(ii) CENTRIC has not interfered with, infringed upon,
misappropriated, or otherwise come into conflict with
any Intellectual Property rights of third parties,
and none of the officers, directors, employees,
consultants, or affiliated parties to any of the
foregoing has ever received any charge, complaint,
claim, demand, or notice alleging any such
interference, infringement, misappropriation, or
violation (including any claim that CENTRIC must
license or refrain from using any Intellectual
Property rights of any third party). To the knowledge
of CENTRIC, no third party has interfered with,
infringed upon, misappropriated, or otherwise come
into conflict with any Intellectual Property rights
of CENTRIC.
(iii) With respect to each item of Intellectual Property
owned by CENTRIC:
(A) CENTRIC owns and possesses all right, title,
and interest in and to the item, free and
clear of any Security Interest, license, or
other restriction or limitation regarding
use or disclosure;
(B) the item is not subject to any outstanding
injunction, judgment, order, decree, ruling,
or charge;
Share Exchange Agreement - Page 10
(C) no action, suit, proceeding, hearing,
investigation, charge, complaint, claim, or
demand is pending or to the knowledge of
CENTRIC is threatened which challenges the
legality, validity, enforceability, use, or
ownership of the item, and there are no
grounds for the same;
(D) CENTRIC has not ever agreed to indemnify any
person for or against any interference,
infringement, misappropriation, or other
conflict with respect to the item; and
(E) no loss or expiration of the item is
threatened, pending, or reasonably
foreseeable, except for patents expiring at
the end of their statutory terms (and not as
a result of any act or omission by the
Warranting Parties, including without
limitation, a failure by the Warranting
Parties to pay any required maintenance
fees).
(iv) SECTION 3.13(a)(iv) of the CENTRIC Disclosure
Schedule identifies each item of Intellectual
Property, including professional licenses, that any
third party owns and that CENTRIC uses or plans to
use pursuant to license, sublicense, agreement, or
permission. CENTRIC has delivered to WWSI correct and
complete copies of all such licenses, sublicenses,
agreements, and permissions (as amended to date).
With respect to each item of Intellectual Property
required to be identified in SECTION 3.13(A)(IV) of
the CENTRIC Disclosure Schedule:
(A) the license, sublicense, agreement, or
permission covering the item is legal,
valid, binding, enforceable, and in full
force and effect;
(B) the license, sublicense, agreement, or
permission will continue to be legal, valid,
binding, enforceable, and in full force and
effect on identical terms following the
consummation of the transactions
contemplated;
(C) no party to the license, sublicense,
agreement, or permission is in breach or
default, and no event has occurred which
with notice or lapse of time would
constitute a breach or default or permit
termination, modification, or acceleration
thereunder;
(D) no party to the license, sublicense,
agreement, or permission has repudiated any
provision thereof;
(E) with respect to each sublicense, the
representations and warranties set forth in
subsections (A) through (D) above are true
and correct with respect to the underlying
license;
Share Exchange Agreement - Page 11
(F) the underlying item of Intellectual Property
is not subject to any outstanding
injunction, judgment, order, decree, ruling,
or charge;
(G) no action, suit, proceeding, hearing,
investigation, charge, complaint, claim, or
demand is pending or, to the knowledge of
Centric, is threatened which challenges the
legality, validity, or enforceability of the
underlying item of Intellectual Property,
and there are no grounds for the same; and
(H) CENTRIC has not granted any sublicense or
similar right with respect to the license,
sublicense, agreement, or permission.
(v) To the knowledge of CENTRIC and the CENTRIC
Shareholders:
(A) CENTRIC has not in the past nor will
interfere with, infringe upon,
misappropriate, or otherwise come into
conflict with, any Intellectual Property
rights of third parties as a result of the
continued operation of its business as
presently conducted and as presently
proposed to be conducted;
(B) there are no facts that indicate a
likelihood of any of the foregoing; and
(C) no notices regarding any of the foregoing
(including, without limitation, any demands
or offers to license any Intellectual
Property from any third party) have been
received.
(vi) CENTRIC has taken all necessary and desirable action
to maintain and protect all of the Intellectual
Property of CENTRIC and will continue to maintain and
protect all of the Intellectual Property of CENTRIC
prior to Closing so as not to materially adversely
affect the validity or enforceability thereof. The
owners of any of the Intellectual Property licensed
to CENTRIC have taken all necessary and desirable
action to maintain and protect the Intellectual
Property covered by such license.
(viii) CENTRIC has complied in all material respects with
and is presently in compliance in all material
respects with all foreign, federal, state, local,
governmental, administrative or regulatory laws,
regulations, guidelines and rules applicable to any
Intellectual Property and CENTRIC shall take all
steps necessary to ensure such compliance until
Closing.
3.14 TAXES.
(a) All returns, reports, information returns, or other documents
(including any related or supporting information) filed or
required to be filed with any federal, state, local, or
foreign governmental entity or others authority in connection
with the determination,
Share Exchange Agreement - Page 12
assessment or collection of any Tax (whether or not such Tax
is imposed on CENTRIC) or the administration of any laws,
regulations or administrative requirements relating to any Tax
(hereinafter "TAX RETURNS"), reports and declarations of
estimated tax or estimated tax deposit forms required to be
filed by CENTRIC have been duly and timely filed;.
(b) CENTRIC has paid all taxes, charges, fees, levies or other
assessments imposed by any federal, state, local or foreign
taxing authority, whether disputed or not, including, without
limitation, income, capital, estimated, excise, property,
sales, transfer, withholding, employment, payroll, and
franchise taxes and such terms shall include any interest,
penalties or additions attributable to or imposed on or with
respect to such assessments and any expenses incurred in
connection with the settlement of any tax liability
(hereinafter "TAXES") which have become due whether pursuant
to such returns or any assessment received by it or otherwise,
and has paid all installments of estimated Taxes due.
(c) All Taxes which CENTRIC is required by law to withhold or to
collect have been duly withheld and collected, and have been
paid over to the proper court, tribunal, arbitrator or any
government or political subdivision thereof, whether federal,
state, county, local or foreign, or any agency, authority,
official or instrumentality of any such government or
political subdivision (hereinafter "GOVERNMENTAL OR REGULATORY
BODY").
(d) There are no tax liens upon any of the assets or properties of
CENTRIC or any other lien, pledge, hypothecation, mortgage,
security interest, claim, lease, charge, option, right of
first refusal, easement, servitude, transfer restriction under
any member or similar agreement, encumbrance or any other
restriction or limitation whatsoever against the assets or
properties of CENTRIC.
(e) CENTRIC is not a party to any express tax settlement
agreement, arrangement, policy or guideline, formal or
informal (a "SETTLEMENT AGREEMENT"), and CENTRIC does not have
any obligation to make payments under any Settlement
Agreement.
3.15 LITIGATION.
(a) There is no action, proceeding, investigation, or inquiry
pending or, to the best of CENTRIC's knowledge and the CENTRIC
Shareholders, threatened (i) against or affecting any of
CENTRIC's assets or business, (ii) against the licenses of any
of CENTRIC's officers, directors, employees, consultants, and
affiliated parties, or (iii) that questions this Agreement or
any action contemplated by this Agreement or in connection
with the Share Exchange.
(b) Neither CENTRIC nor the CENTRIC Shareholders has any knowledge
of any state of facts or of the occurrence or nonoccurrence of
any event or group of related events, that should reasonably
cause CENTRIC to determine that there exists any
Share Exchange Agreement - Page 13
basis for any material claim against CENTRIC for any of the
matters described in paragraph (a) above.
3.16 CONTRACTS AND OTHER AGREEMENTS. CENTRIC has made available to WWSI
complete and correct copies of all material written agreements,
contracts, and commitments, together with all amendments thereto, and
accurate (in all material respects) descriptions of all material oral
agreements. Such agreements, contracts, and commitments are in full
force and effect, and, to the best of CENTRIC's knowledge and the
CENTRIC Shareholders, all other parties to such agreements, contracts,
and commitments have performed all obligations required to be performed
by them to date thereunder in all material respects and are not in
default thereunder in any material respect.
3.17 COMPENSATION ARRANGEMENTS; OFFICERS AND DIRECTORS. SECTION 3.17 to the
CENTRIC Disclosure Schedule sets forth: (a) the names of all present
officers and directors of CENTRIC and current annual salary, including
any promised, expected or customary bonus or such other amount, and (b)
the names and titles of all directors and officers of CENTRIC. CENTRIC
has not made a commitment or agreement (verbally or in writing) to
increase the compensation or to modify the conditions or terms of
employment of any person listed in SECTION 3.17 to the CENTRIC
Disclosure Schedule. To the knowledge of CENTRIC and the CENTRIC
Shareholders, none of such persons has made a threat to CENTRIC to
terminate such person's relationship with CENTRIC.
3.18 ERISA. Except as set forth in SECTION 3.18 to the CENTRIC Disclosure
Schedule, there are no employee benefit plans as defined in ERISA
("PLANS") maintained for the benefit of, or covering, any employee,
former employee, independent contractor or former independent
contractor of CENTRIC, or their dependents or their beneficiaries, or
otherwise, now or heretofore contributed to by CENTRIC, and no such
Plan is or has ever been subject to ERISA.
3.19 OPERATIONS. Except as expressly authorized by this Agreement, and
except as set forth in SECTION 3.19 to the CENTRIC Disclosure Schedule,
since the date of the latest CENTRIC Financial Statements, CENTRIC has
not:
(a) amended its Articles of Incorporation or By-Laws or merged
with or into or consolidated with any other entity, or changed
or agreed to rearrange in any manner the character of the
business of CENTRIC;
(b) issued, sold or purchased options or rights to subscribe to,
or entered into any contracts or commitments to issue, sell or
purchase, any shares of its capital stock or other equity
interests;
(c) issued any note, bond or other debt security, created,
incurred or assumed any indebtedness for borrowed money or
guaranteed any indebtedness for borrowed money or any
capitalized lease obligation;
Share Exchange Agreement - Page 14
(d) declared, set aside or paid any dividends or declared or made
any other distributions of any kind to the shareholders, or
made any direct or indirect redemption, retirement, purchase
or other acquisition of any shares of its capital stock or
other equity interests;
(e) knowingly waived any right of material value to the business
of CENTRIC;
(f) made any change in its accounting methods or practices or made
any changes in depreciation or amortization policies or rates
adopted by it or made any material write-down of inventory or
material write-off as uncorrectable of accounts receivable;
(g) made any wage or salary increase or other compensation payable
or to become payable or bonus, or increase in any other direct
or indirect compensation, for or to any of its officers,
directors, employees, consultants, agents or other
representatives;
(h) entered into any transactions with any of its affiliates,
shareholders, officers, directors, employees, consultants,
agents or other representatives, or any affiliate of any
shareholder, officer, director, consultant, employee, agent or
other representative;
(i) made any payment or commitment to pay any severance or
termination pay to any person or any of its officers,
directors, employees, consultants, agents or other
representatives;
(j) incurred or assumed any debt, obligation or liability (whether
absolute or contingent and whether or not currently due and
payable);
(k) made any acquisition of all or any part of the assets,
properties, capital stock or business of any other person;
(l) paid, directly or indirectly, any of its Liabilities before
the same became due in accordance with their terms or
otherwise than in the ordinary course of business;
(m) created, incurred or assumed any indebtedness for borrowed
money, or guaranteed any indebtedness for borrowed money or
any capitalized lease obligation;
(n) made any capital expenditures or commitments for capital
expenditures; or
(o) terminated, failed to renew, amended or entered into any
contract or other agreement of a type required to be disclosed
pursuant to SECTION 3.16.
3.20 LICENSES AND PERMITS. All of the licenses, concessions and permits upon
which CENTRIC relies upon or which CENTRIC must obtain and rely upon in
the future to carry out its business are set forth in SECTION 3.20 of
the CENTRIC Disclosure Schedule. CENTRIC has not received any notice of
any claim of revocation of any such licenses, concessions, and
Share Exchange Agreement - Page 15
permits and has no knowledge of any event, which would be likely to
give rise to such a claim.
3.21 BROKERS. All negotiations relating to this Agreement and the
transactions contemplated hereby have been carried out by CENTRIC
directly with WWSI without the intervention of any other person on
behalf of CENTRIC in such manner as to give rise to any valid claim by
any person against CENTRIC or WWSI for a finder's fee, brokerage
commission or similar payment.
3.22 CERTAIN BUSINESS RELATIONSHIPS WITH WWSI. None of the officers,
directors, employees, consultants, affiliated parties or shareholders
of CENTRIC have been involved in any business arrangement or
relationship with WWSI within the past twelve (12) months. All such
parties that own any assets, tangible or intangible, which is used in
the business of CENTRIC or will be used in the proposed business of
CENTRIC have been made aware and have consented to transfer or license
such assets to WWSI for the conduct of the business of CENTRIC after
the Closing.
3.23 DISCLOSURE. To the knowledge of CENTRIC, neither this Agreement, nor
any Schedule or Exhibit to this Agreement, contains an untrue statement
of a material fact or omits a material fact necessary to make the
statements contained herein or therein not misleading.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF WWSI
Except as expressly set forth and specifically identified by the
section number of this Agreement in the schedule delivered by WWSI to CENTRIC
contemporaneously with the execution of this Agreement (the "WWSI DISCLOSURE
SCHEDULE"), WWSI represents, warrants, and covenants to CENTRIC and the CENTRIC
Shareholders as follows:
4.1 ORGANIZATION AND AUTHORITY. WWSI is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Nevada.
4.2 CAPITALIZATION. The issued and outstanding capital stock of WWSI
consists of 17,768,607 shares of common stock, $0.001 par value per
share. All of the issued and outstanding shares of capital stock of
WWSI are validly issued, fully paid, and nonassessable, and none of
such shares has been issued in violation of the preemptive rights of
any person. The WWSI Common Stock shall be validly issued, fully paid,
and nonassessable. WWSI shall have effected a one-for-three reverse
split of its issued and outstanding common stock prior to Closing.
4.3 SUBSIDIARIES AND AFFILIATES. Except as set forth in SECTION 4.3 of the
WWSI Disclosure Schedule, WWSI does not own or hold, directly or
indirectly, any equity, debt, or other interest in any entity or
business or any option to acquire any such interest.
Share Exchange Agreement - Page 16
4.4 VALIDITY AND EXECUTION OF AGREEMENT. WWSI has the full legal right,
capacity, and power required to enter into, execute, and deliver this
Agreement and to carry out the transactions contemplated, subject to
the terms set forth in this Agreement. This Agreement has been duly and
validly executed on behalf of WWSI and is a valid and binding
obligation of WWSI, enforceable in accordance with its terms, subject
to the qualification that enforcement of the rights and remedies
created hereby is subject to (a) bankruptcy, insolvency,
reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and (b) general
principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law).
4.5 CONSENTS AND APPROVALS. No federal, state, or other regulatory
approvals are required to be obtained, nor any regulatory requirements
complied with, by WWSI in connection with this Agreement.
4.6 VIOLATION OF LAWS, PERMITS, ETC.
(a) WWSI is not in violation of any term or provision of its
Articles of Incorporation or bylaws, or of any material term
or provision of any judgment, decree, order, statute, law,
injunction, rule, ordinance, or governmental regulation that
is applicable to it and where the failure to comply with which
would have a material adverse effect.
(b) WWSI has maintained in full force and effect all certificates,
licenses, and permits material to the conduct of its business,
and has not received any notification that any revocation or
limitation thereof is threatened or pending.
4.7 LITIGATION.
(a) There is no action, proceeding, investigation, or inquiry
pending or, to the best of WWSI's knowledge, threatened (i)
against or affecting any of WWSI's assets or business that, if
determined adversely to WWSI, would have and adverse effect on
CENTRIC or (ii) that questions this Agreement or any action
contemplated by this Agreement or in connection with the Share
Exchange.
(b) WWSI has no knowledge of any state of facts or of the
occurrence or nonoccurrence of any event or group of related
events, that should reasonably cause WWSI to determine that
there exists any basis for any material claim against WWSI for
any of the matters described in paragraph (a) above.
4.8 APPROVAL OF SHARE EXCHANGE. The board of directors of WWSI has approved
the Share Exchange without reservation or qualification.
4.9 INVESTMENT COMPANY. WWSI is not an investment company within the
meaning of Section 3 of the Investment Company Act.
4.10 TRADING STATUS. The WWSI Common Stock is quoted on the "OTC Bulletin
Board" under the symbol "WWSI."
Share Exchange Agreement - Page 17
4.11 DISCLOSURE. To the knowledge of WWSI, neither this Agreement, nor any
Schedule or Exhibit to this Agreement, contains an untrue statement of
a material fact or omits a material fact necessary to make the
statements contained herein or therein not misleading.
ARTICLE V
ACTIONS PRIOR TO CLOSING
5.1 CORPORATE EXAMINATIONS AND INVESTIGATIONS. At or prior to the Closing
Date, each of WWSI and CENTRIC shall be entitled to make such
investigation of the assets, properties, business and operations of the
other and such examination of the books, records, Tax Returns,
financial condition and operations of the other as each may wish. Any
such investigation and examination shall be conducted at reasonable
times and under reasonable circumstances and WWSI and CENTRIC shall
cooperate fully therein. In order that each of WWSI and CENTRIC may
have full opportunity to make such a business, accounting and legal
review, examination or investigation as it may wish of the business and
affairs of the other, WWSI or CENTRIC, as the case may be, shall
furnish to the other during such period all such information and copies
of such documents concerning its affairs as WWSI or CENTRIC may
reasonably request and cause its officers, employees, consultants,
agents, accountants and attorneys to cooperate fully and provide all
material facts affecting its financial condition and business
operations. Until the Closing and if the Closing shall not occur,
thereafter, WWSI, CENTRIC, and its respective affiliates shall keep
confidential and shall not use in any manner inconsistent with the
transactions contemplated by this Agreement and after termination of
this Agreement, WWSI, CENTRIC, and its respective affiliates shall not
disclose, nor use for their own benefit, any information or documents
obtained from the other concerning its assets, properties, business and
operations, unless (a) readily ascertainable from public or published
information, or trade sources, (b) received from a third party not
under an obligation to WWSI or CENTRIC, as the case may be, to keep
such information confidential or (c) required by any Law or Order. If
this transaction does not close for any reason, WWSI, CENTRIC, and its
respective affiliates shall return or destroy all such confidential
information and compilations thereof as is practicable, and shall
certify such destruction or return to WWSI or CENTRIC, as the case may
be.
5.2 CONDUCT AND PRESERVATION OF BUSINESS OF WWSI. From the date hereof
through the Closing Date, WWSI shall cause its corporate existence to
be continued in the ordinary course in the same manner as it has been
conducted since its inception.
5.3 CONDUCT AND PRESERVATION OF BUSINESS OF CENTRIC. From the date hereof
through the Closing Date, CENTRIC shall cause its business to be
conducted in the ordinary course and in the same manner as it has been
conducted since its inception. CENTRIC covenants that, except with the
prior written consent of WWSI, which consent shall not be unreasonably
withheld, CENTRIC will not enter into any transaction other than in the
ordinary course of business.
Share Exchange Agreement - Page 18
Further, CENTRIC shall use commercially reasonable efforts to (i)
preserve intact its business, assets, properties and organizations,
(ii) keep available the services of its present officers, employees,
consultants and agents; and (iii) maintain its present suppliers and
customers and preserve its goodwill.
5.4 ADVICE OF CHANGES. CENTRIC will promptly advise WWSI in writing from
time to time prior to the Closing with respect to any matter hereafter
arising and known to them that, if existing or occurring at the date of
this Agreement, would have been required to be set forth or described
in the CENTRIC Disclosure Schedule or would have resulted in any
representation of CENTRIC in this Agreement being untrue. WWSI will
promptly advise CENTRIC in writing from time to time prior to the
Closing with respect to any matter hereafter arising and known to it
that, if existing or occurring at the date of this Agreement, would
have been required to be set forth or described in the WWSI Disclosure
Schedule or would have resulted in any representation of WWSI in this
Agreement being untrue in any material respect.
5.5 OTC BULLETIN BOARD. WWSI will use its best efforts to maintain the
listing on the OTC Bulletin Board of the WWSI Common Stock. WWSI shall
take the necessary action to notify NASD Regulation of the Share
Exchange in a timely manner.
5.6 WWSI SEC REPORTS. WWSI shall file with the SEC all reports and other
documents that are required by the Securities Exchange Act of 1934 and
the rules and regulations promulgated thereunder to be filed in
connection with the transactions contemplated by this agreement.
5.7 OTHER AGREEMENTS. CENTRIC and WWSI agree to take, or cause to be taken,
all actions and to do, or cause to be done, all things reasonably
necessary, proper or advisable to consummate and make effective as
promptly as practicable the transactions contemplated by this
Agreement, including, without limitation, the obtaining of all
necessary waivers, consents and approvals and the effecting of all
necessary registrations and filings, including, but not limited to,
submissions of information requested by Governmental or Regulatory
Bodies and any other persons required to be obtained by them for the
consummation of the closing and the continuance in full force and
effect of the permits, contracts and other agreements set forth on the
Schedules to this Agreement.
ARTICLE VI
CONDITIONS PRECEDENT TO CLOSING
6.1 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF WWSI TO COMPLETE THE
CLOSING. The obligations of WWSI to enter into and complete the Closing
are subject to the fulfillment of the following conditions, any one or
more of which may be waived by WWSI:
(a) (i) All of the terms, covenants, and conditions of this
Agreement to be complied with or performed by CENTRIC and the
CENTRIC Shareholders at or before the Closing shall have been
duly complied with and performed in all material respects,
(ii) the
Share Exchange Agreement - Page 19
representations and warranties of CENTRIC and the CENTRIC
Shareholders set forth in ARTICLE III shall be true in all
material respects on and as of the Closing Date with the same
force and effect as if such representations and warranties had
been made on and as of the Closing, and (iii) WWSI shall have
received a certificate to such effect from CENTRIC,
specifically referencing SECTIONS 3.7 and 3.8.
(b) All consents, waivers, approvals, licenses, authorizations of,
or filings or declarations with third parties or Governmental
or Regulatory Bodies required to be obtained by CENTRIC in
order to permit the transactions contemplated by this
Agreement to be consummated in accordance with agreements and
court orders applicable to CENTRIC and applicable governmental
laws, rules, regulations and agreements shall have been
obtained and any waiting period thereunder shall have expired
or been terminated, and WWSI shall have received a certificate
from CENTRIC to such effect.
(c) All actions, proceedings, instruments, and documents in
connection with the consummation of the transactions
contemplated by this Agreement, including the forms of all
documents, legal matters, opinions, and procedures in
connection therewith, shall have been approved in form and
substance by counsel for WWSI, which approval shall not be
unreasonably withheld.
(d) CENTRIC shall have furnished such certificates to evidence
compliance with the conditions set forth in this Article, as
may be reasonably requested by WWSI or its counsel.
(e) CENTRIC shall not have suffered any set back or any event that
would materially effect its ability to continue to operate its
business or its planned business after the Closing.
(f) No material information or data provided or made available to
WWSI by or on behalf of CENTRIC shall be incorrect in any
material respect.
(g) No investigation and no suit, action, or proceeding before any
court or any governmental or regulatory authority shall be
pending or threatened by any state or federal governmental or
regulatory authority, against CENTRIC or any of its
affiliates, associates, officers, or directors seeking to
restrain, prevent, or change in any material respect the
transactions contemplated hereby or seeking damages in
connection with such transactions that are material to
CENTRIC.
(h) All of the CENTRIC Shareholders approving the Share Exchange
shall have acknowledged that the shares of WWSI Common Stock
are restricted securities under the Securities Act and
represent that such CENTRIC Shareholders (i) are acquiring the
WWSI Common Stock for their own account without a view to
distribution within the meaning of the Securities Act; (ii)
have reviewed or have access to WWSI filings with the
Securities and Exchange Commission and all other information
that they has deemed necessary to make an informed investment
Share Exchange Agreement - Page 20
decision with respect to an investment in WWSI in general and
the WWSI Common Stock in particular; (iii) are financially
able to bear the economic risks of an investment in WWSI; and
(iv) have such knowledge and experience in financial and
business matters in general and with respect to investments of
a nature similar to the WWSI Common Stock so as to be capable,
by reason of such knowledge and experience, of evaluating the
merits and risks of, and making an informed business decision
with regard to, the acquisition of the WWSI Common Stock. Such
acknowledgment shall also indicate that each CENTRIC
Shareholder understands and agrees that the certificates
evidencing the WWSI Common Stock shall bear the usual
restrictive legend pertaining to Rule 144 under the Securities
Act and that the WWSI Common Stock will not be transferable
except under an effective registration statement under the
Securities Act or in accordance with available exemptions from
registration under the Securities Act. Such acknowledgment
shall be substantially in the form attached hereto as EXHIBIT
D.
(i) The CENTRIC Shareholders shall have entered into the Lock-up
and Voting Trust Agreement.
(j) CENTRIC shall have demonstrated, to the reasonable
satisfaction of WWSI, that it owns all of the rights to the
Intellectual Property as described in SECTION 3.13(A).
(k) The CENTRIC Shareholders shall have executed and delivered the
Escrow Agreement.
(l) Jim Crelia, Peter A. Longbons, Jack G. West, and J. Jireh,
Inc. shall have executed an employment agreement, including
appropriate non-competition and intellectual property transfer
clauses, with WWSI to work for CENTRIC that is acceptable to
WWSI.
(m) CENTRIC shall have delivered financial statements for the
periods ending June 30, 2007, December 31, 2006 and 2005 that
have been audited by a PCAOB registered independent auditing
firm together with a standard "clean" audit opinion letter.
(n) All officers, directors, employees, consultants, affiliated
parties and any person related to any of the foregoing with
rights to any intellectual property, business plans, trade
secrets, business contact lists, or any other asset relevant
to the business operations of CENTRIC or the planned business
operations of CENTRIC shall have assigned such rights to WWSI
or CENTRIC with a form of assignment satisfactory to WWSI, in
its sole discretion.
6.2 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF CENTRIC TO COMPLETE THE
CLOSING. The obligations of CENTRIC to enter into and complete the
Closing are subject to the fulfillment on or prior to the Closing Date,
of the following conditions, any one or more of which may be waived by
CENTRIC:
Share Exchange Agreement - Page 21
(a) (i) All of the terms, covenants, and conditions of this
Agreement to be complied with or performed by WWSI at or
before the Closing shall have been duly complied with and
performed in all material respects, and (ii) the
representations and warranties of WWSI set forth in ARTICLE IV
shall be true in all material respects on and as of the
Closing Date with the same force and effect as if such
representations and warranties had been made on and as of the
Closing.
(b) All consents, waivers, approvals, licenses, authorizations of,
or filings or declarations with third parties or Governmental
or Regulatory Bodies required to be obtained by WWSI in order
to permit the transactions contemplated by this Agreement to
be consummated in accordance with agreements and court orders
applicable to WWSI and applicable governmental laws, rules,
regulations and agreements shall have been obtained and any
waiting period thereunder shall have expired or been
terminated, and CENTRIC shall have received a certificate from
WWSI to such effect.
(c) All actions, proceedings, instruments, and documents in
connection with the consummation of the transactions
contemplated by this Agreement, including the forms of all
documents, legal matters, opinions, and procedures in
connection therewith, shall have been approved in form and
substance by counsel for CENTRIC, which approval shall not be
unreasonably withheld.
(d) WWSI shall have furnished such certificates to evidence
compliance with the conditions set forth in this Article, as
may be reasonably requested by CENTRIC or its counsel.
(e) WWSI shall not have suffered any material adverse effect.
(f) No material information or data provided or made available to
CENTRIC by or on behalf of WWSI shall be incorrect in any
material respect.
(g) The WWSI Common Stock shall be continue to be quoted on the
OTC Bulletin Board.
(h) WWSI shall have effected a one-for-three reverse split on its
issued and outstanding shares of common stock.
(i) WWSI shall have appointed one designee of CENTRIC to WWSI's
board of directors to be effective after the Closing.
Share Exchange Agreement - Page 22
ARTICLE VII
POST-CLOSING COVENANTS
The parties covenant to take the following actions after the Closing:
7.1 FURTHER INFORMATION. Following the Closing, each party will afford to
the other party, its counsel and its accountants, during normal
business hours, reasonable access to the books, records and other data
of CENTRIC or WWSI, as the case may be, relating to the business of
CENTRIC or WWSI in their possession with respect to periods prior to
the Closing and the right to make copies and extracts therefrom, to the
extent that such access may be reasonably required by the requesting
party (a) to facilitate the investigation, litigation and final
disposition of any claims which may have been or may be made against
any party or its affiliates and (b) for any other reasonable business
purpose.
7.2 RECORD RETENTION. Each party agrees that for a period of not less than
five years following the Closing Date, such party shall not destroy or
otherwise dispose of any of the Books and Records of CENTRIC or WWSI
relating to the business of CENTRIC or WWSI in his or its possession
with respect to periods prior to the Closing Date. Each party shall
have the right to destroy all or part of such Books and Records after
the fifth anniversary of the Closing Date or, at an earlier time by
giving each other party hereto 30 days prior written notice of such
intended disposition and by offering to deliver to the other party or
parties, at the other party's or parties' expense, custody of such
Books and Records as such party may intend to destroy.
7.3 POST-CLOSING ASSISTANCE. CENTRIC and WWSI will provide each other with
such assistance as may reasonably be requested in connection with the
preparation of any Tax Return, any audit or other examination by any
taxing authority, or any judicial or administrative proceedings
relating to liability for Taxes, and each will retain and provide the
requesting party with any records or information that may be reasonably
relevant to such return, audit or examination, proceedings or
determination. The party requesting assistance shall reimburse the
other party for reasonable out-of-pocket expenses incurred in providing
such assistance. Any information obtained pursuant to this SECTION 7.3
or pursuant to any other Section hereof providing for the sharing of
information or the review of any Tax Return or other schedule relating
to Taxes shall be kept confidential by the parties hereto.
ARTICLE VIII
SURVIVAL
8.1 SURVIVAL OF AGREEMENTS, REPRESENTATIONS AND WARRANTIES. Notwithstanding
any investigation conducted or notice or knowledge obtained by or on
behalf of any party hereto, each agreement in this Agreement shall
survive the Closing without limitation as to time until fully performed
and each representation and warranty in this Agreement or in the
Exhibits, Schedules or certificates delivered pursuant to this
Agreement shall survive the Closing for a period of two years.
Share Exchange Agreement - Page 23
8.2 INDEMNIFICATION. Notwithstanding the Closing, and regardless of any
investigation made at any time by or on behalf of WWSI of any
information CENTRIC may have, subject to the limitations set forth in
ARTICLE X below, the CENTRIC Shareholders and WWSI hereby agree to
mutually indemnify each other with respect to any damage, liability,
loss, cost or deficiency (including, but not limited to, reasonable
attorney fees and other costs and expenses incident to proceedings or
investigations or the defense of any claim) arising out of, resulting
from or related to, and to pay to the other party hereto on demand the
full amount of any sum which such party becomes obligated to pay on
account of breach of any warranty of CENTRIC, the CENTRIC Shareholders
or WWSI as applicable expressly set forth in this Agreement. Notice
must be given to the party from whom indemnification is sought of any
claim for indemnification under ARTICLE VIII prior to the termination
of the relevant survival period.
ARTICLE IX
TERMINATION OF AGREEMENT
9.1 TERMINATION. This Agreement may be terminated at any time prior to the
Closing as follows:
(a) by mutual written consent of WWSI, CENTRIC, and the CENTRIC
Shareholders;
(b) by WWSI or CENTRIC by written notice to the other party
hereto, if the Closing shall not have occurred on or prior to
the close of business on July 31, 2007 (unless such event has
been caused by a breach of this Agreement by the party seeking
such termination);
(c) by WWSI or by CENTRIC if a Governmental or Regulatory Body has
permanently enjoined or prohibited consummation of the Share
Exchange and such court or government action is final and
nonappealable;
(d) by WWSI if CENTRIC or the CENTRIC Shareholders have failed to
comply in any material respect with any of its covenants or
agreements under this Agreement that are required to be
complied with prior to the date of such termination; or
(e) by CENTRIC if WWSI has failed to comply in any material
respect with any of its covenants or agreements under this
Agreement that are required to be complied with prior to the
date of such termination.
Should CENTRIC terminate this Agreement for any reason other than a
default by WWSI as described in SECTION 9.1(E) hereof, CENTRIC shall be
liable for all damages caused by the failure to close. Similarly, if
WWSI should terminate this Agreement for any reason other than a
default by CENTRIC or the CENTRIC Shareholders as described in SECTION
9.1(D) hereof, WWSI shall be liable for all damages caused by the
failure to close.
Share Exchange Agreement - Page 24
9.2 SURVIVAL AFTER TERMINATION. If this Agreement is terminated pursuant to
SECTION 9.1, (a) this Agreement shall become null and void and of no
further force and effect, except for the provisions of SECTION 5.1
relating to the obligation to keep confidential certain information and
(b) there shall be no liability on the part of CENTRIC or WWSI or their
respective affiliates.
ARTICLE X
MISCELLANEOUS
10.1 EXPENSES. WWSI shall be responsible for the legal and accounting fees
in connection with the Share Exchange.
10.2 FURTHER ASSURANCES. At any time and from time to time after the Closing
Date at the request of WWSI, and without further consideration, CENTRIC
and the CENTRIC Shareholders will execute and deliver such other
instruments of sale, transfer, conveyance, assignment and confirmation
and take such other action as WWSI may reasonably deem necessary or
desirable in order to transfer, convey and assign the Shares to WWSI
and to assist WWSI in exercising all rights with respect thereto. The
parties shall use their best efforts to fulfill or obtain the
fulfillment of the conditions to the Closing, including, without
limitation, the execution and delivery of any document or other papers,
the execution and delivery of which are conditions precedent to the
Closing.
10.3 NOTICES. All notices, requests, demands and other communications
required or permitted to be given hereunder shall be in writing and
shall be given personally, sent by facsimile transmission or sent by
prepaid air courier or certified or express mail, postage prepaid. Any
such notice shall be deemed to have been given (a) when received, if
delivered in person, sent by facsimile transmission and confirmed in
writing within three (3) business days thereafter or sent by prepaid
air courier or (b) three (3) business days following the mailing
thereof, if mailed by certified first class mail, postage prepaid,
return receipt requested, in any such case as follows (or to such other
address or addresses as a party may have advised the other in the
manner provided in this SECTION 10.3):
If to CENTRIC:
Centric Rx, Inc.
8125 Riviera Beach Drive
Las Vegas, Nevada 89128
Attention: Jim Crelia, President, CEO & Chairman
If to the CENTRIC Shareholders:
Centric Rx, Inc.
8125 Riviera Beach Drive
Las Vegas, Nevada 89128
Attention: Jim Crelia, President, CEO & Chairman
Share Exchange Agreement - Page 25
If to WWSI:
Worldwide Strategies Incorporated
3801 East Florida Avenue, Suite 400
Denver, CO 80210
Attention: James P.R. Samuels, President
with a copy to:
Dill Dill Carr Stonbraker & Hutchings, P.C.
455 Sherman Street, Suite 300
Denver, Colorado 80203
Attention: Dean M. Smurthwaite, Esq.
10.4 MEDIATION. The parties hereto encourage the prompt and equitable
settlement of all controversies or claims (a "DISPUTE") between or
among the parties and their affiliates including but not limited to
those arising out of or relating to this Agreement or the transactions
contemplated hereby. At any time, either party can give the other
written notice that it desires to settle a Dispute. Within 10 days of
delivery of such notice, the parties agree to cause their officers
having authority to resolve such differences to meet for two out of
four continuous days (the "NEGOTIATION PERIOD"), the parties agree to
submit their Dispute to a mediator to work with them to resolve their
differences. Such mediator shall be selected by mutual agreement of the
parties. The parties shall participate in the mediation proceeding in
good faith with the intention to settle. The mediation shall be
conducted pursuant to the rules generally used by the mediator in the
mediator's practice, which rules may be modified or amended with the
written consent of the parties. No later than three business days prior
to the mediation, each party shall deliver to the mediator all
information reasonably required for the mediator to understand the
Dispute and the issues presented. The mediation shall be determined
upon the first to occur of the following: (i) the execution of a
settlement agreement resolving the Dispute by the parties; (ii) a
written declaration of the mediator to the effect that further efforts
at mediation are no longer worthwhile; or (iii) after the completion of
two full days of mediation, a written statement of the mediator to the
effect that the mediation proceedings are terminated. No party shall
sue any other party hereto in connection with any Dispute, except for
enforcement of the negotiation and mediation process set forth herein,
and the arbitration provisions set forth in Section 10.5 hereof shall
not be applicable, in each case, prior to termination of the
Negotiation Period and of the mediation as provided above.
10.5 ARBITRATION. Any dispute, controversy, or claim arising out of,
relating to, or in connection with, this Agreement or the agreements or
transactions contemplated by this Agreement shall be finally settled by
binding arbitration. The arbitration shall be conducted and the
arbitrator chosen in accordance with the rule of the American
Arbitration Association in effect at the time of the arbitration,
except as they may be modified herein or by mutual agreement of WWSI
and CENTRIC. In connection with any such arbitration, each party shall
be afforded the opportunity to conduct discovery in accordance with the
Federal Rules of Civil Procedure.
Share Exchange Agreement - Page 26
(a) The seat of the arbitration shall be in Denver, Colorado. Each
of CENTRIC, the CENTRIC Shareholders and WWSI hereby
irrevocably submits to the jurisdiction of the arbitrator in
Denver, Colorado, and waives any defense in an arbitration
based upon any claim that such party is not subject personally
to the jurisdiction of such arbitrator, that such arbitration
is brought in an inconvenient format, or that such venue is
improper.
(b) The arbitral award shall be in writing and shall be final and
binding on each of the parties to this Agreement. The award
may include an award of costs, including reasonable attorneys'
fees and disbursements. Judgment upon the award may be entered
by any court having jurisdiction thereof or having
jurisdiction over the parties or their assets. CENTRIC, the
CENTRIC Shareholders and WWSI acknowledge and agree that by
agreeing to these arbitration provisions each of the parties
hereto is waiving any right that such party may have to a jury
trial with respect to the resolution of any dispute under this
Agreement or the agreements or transactions contemplated
hereby.
10.6 PUBLICITY. No publicity release or announcement concerning this
Agreement or the transactions contemplated hereby shall be made without
advance approval thereof by WWSI except as may be required by
applicable law or the rules and regulations of the applicable
regulatory authorities.
10.7 ENTIRE AGREEMENT. This Agreement (including the Exhibits and Schedules)
and the agreements, certificates and other documents delivered pursuant
to this Agreement contain the entire agreement among the parties with
respect to the transactions described herein, and supersede all prior
agreements, written or oral, with respect thereto.
10.8 WAIVERS AND AMENDMENTS. This Agreement may be amended, superseded,
canceled, renewed or extended, and the terms hereof may be waived, only
by a written instrument signed by the parties or, in the case of a
waiver, by the party waiving compliance. No delay on the part of any
party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof
10.9 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada without regard to
principles of conflicts of law.
10.10 BINDING EFFECT, NO ASSIGNMENT. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and
permitted assigns. This Agreement is not assignable by any party hereto
without the prior written consent of the other parties hereto except by
operation of law and any other purported assignment shall be null and
void.
10.11 COUNTERPARTS. This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together
constitute one and the same instrument. Each counterpart may consist of
a number of copies hereof each signed by less than all, but together
signed by all of the parties hereto.
Share Exchange Agreement - Page 27
10.12 EXHIBITS AND SCHEDULES. The Exhibits and Schedules are a part of this
Agreement as if fully set forth herein. All references herein to
Sections, subsections, clauses, Exhibits and Schedules shall be deemed
references to such parts of this Agreement, unless the context shall
otherwise require.
10.13 EFFECT OF DISCLOSURE ON SCHEDULES. Any item disclosed on any Schedule
to this Agreement shall only be deemed to be disclosed in connection
with (a) the specific representation and warranty to which such
Schedule is expressly referenced, (b) any specific representation and
warranty which expressly cross-references such Schedule and (c) any
specific representation and warranty to which any other Schedule to
this Agreement is expressly referenced if such other Schedule expressly
cross-references such Schedule.
10.14 HEADINGS. The headings in this Agreement are for reference only, and
shall not affect the interpretation of this Agreement.
10.15 SEVERABILITY OF PROVISIONS. If any provision or any portion of any
provision of this Agreement or the application of such provision or any
portion thereof to any person or circumstance, shall be held invalid or
unenforceable, the remaining portion of such provision and the
remaining provisions of this Agreement, or the application of such
provision or portion of such provision as is held invalid or
unenforceable to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby.
[THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY.]
Share Exchange Agreement - Page 28
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
WWSI:
WORLDWIDE STRATEGIES INCORPORATED
By:
-----------------------------------------------------------
James P.R. Samuels, President
CENTRIC:
CENTRIC RX, INC.
By:
-----------------------------------------------------------
Jim Crelia, President, CEO and Chairman
JIM CRELIA
-----------------------------------------------------------
JEFF CRELIA
-----------------------------------------------------------
J. JIREH, INC.
By:
-----------------------------------------------------------
Authorized Representative
CANADA PHARMACY EXPRESS
By:
-----------------------------------------------------------
Authorized Representative
Share Exchange Agreement - Page 29