SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT (THE "AGREEMENT") is entered into as of
the 17th day of April, 2000, by and among Interspace Enterprises, Inc., a
Delaware corporation ("IEI") and Prudential Overseas Company, Ltd. ("POC") an
International Business Corporation.
WHEREAS, IEI is authorized to issue up to 20,000,000 shares of common
stock, $.01 par value ("IEI Common Stock") of which 6,668,200 shares are issued
and outstanding; and
WHEREAS POC ARE OWNERS OF ALL 672,000 ISSUED AND OUTSTANDING shares of
common stock of Marathon Marketing Corporation ("MM"); and
WHEREAS the respective Boards of Directors of IEI and POC believe it to
be in the best interests of their respective corporations and shareholders for
POC to exchange its shares in MM on a one-for-one basis for shares of common
stock of IEI, in order to facilitate the merger of IEI into MM.
NOW THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants and agreements herein contained, the
parties hereto do hereby agree as follows:
1. EFFECTIVE DATE. The transactions contemplated by this Agreement
shall be completed with an effective date ("Effective Date") no later than April
17, 2000
2. EXCHANGE OF CAPITAL STOCK OF MM. As of the Effective Date, the
shares of MM common stock owned by POC shall be exchanged into shares of IEI
Common Stock in the following manner:
(a) Each issued and outstanding share of MM Stock held by POC
shall, by virtue of this agreement, be exchanged for one fully paid and
nonassessable share of IEI common stock;
(b) After the Effective Date, POC shall surrender all
outstanding certificates representing shares of MM Stock ("Old Certificate") to
IEI, and POC shall be entitled upon such surrender to receive in exchange
therefor a certificate for that number of shares of IEI Common Stock which POC
is entitled to receive under Section 2(a) of this Agreement. Until surrendered
as contemplated by this sub-section, each Old Certificate for shares of MM stock
shall be deemed at all times after the Effective Date to represent and evidence
ownership of that number of shares of IEI Common Stock into which the shares of
MM Stock theretofore represented by such Old Certificate shall have been
converted pursuant to Section 2(a) hereof.
3. REPRESENTATIONS AND WARRANTIES OF IEI. In contemplation of
this Agreement, IEI does hereby represent, warrant, covenant and agree as
follows:
(A) ORGANIZATION AND QUALIFICATION. IEI is a corporation duly
organized, validly existing, and in good standing under the laws of Delaware,
with all requisite power and authority to own, lease, license, and use its
properties and assets and to carry on the business in which it is now engaged.
IEI is duly qualified to transact the business in which it is engaged and is in
good standing as a foreign corporation in every jurisdiction in which its
ownership, leasing, licensing, or use of property or assets or the conduct of
its business makes such qualification necessary.
(B) IEI COMMON STOCK. All of the shares of IEI Common Stock to
be issued by IEI pursuant to this Agreement shall be and be deemed to be duly
and validly authorized and, when issued to the shareholders of POC in exchange
for their common stock in MM, are duly and validly issued, fully paid and
nonassessable and free and clear of all federal and state issuance, stock and/or
company taxes, liens, claims, encumbrances and charges.
4. REPRESENTATIONS AND WARRANTIES OF POC. In contemplation of
this Agreement, POC does hereby represent, warrant, covenant and agree as
follows:
(A) AUTHORITY. POC has all requisite power and authority to
execute, deliver, and perform this Agreement. All necessary corporate
proceedings of POC have been or as of the Effective Time will have been duly
taken to authorize the execution, delivery, and performance of this Agreement by
POC.
(B) MM COMMON STOCK. All of the shares of MM Common Stock to
be transferred by POC to IEI pursuant to this Agreement shall be and be deemed
to be duly and validly authorized and, when transferred to IEI in exchange for
IEI common stock, are duly and validly issued, fully paid and nonassessable and
free and clear of all federal and state issuance, stock and/or company taxes,
liens, claims, encumbrances and charges.
(C) PURCHASE FOR INVESTMENT PURPOSES ONLY. POC is acquiring
the IEI Common Stock as a result of the exchange for investment purposes only
and not with the view to the resale or distribution thereof. POC is an
"accredited investor" under the regulations promulgated under the 33Act or
otherwise meets one of the definitions for persons entitled to acquire
unregistered securities pursuant to an exemption from registration under the 33
Act. Neither POC nor its shareholders have received and/or relied upon any
representations or warranties from IEI other than those contained in this
Agreement and the attached schedules or exhibits hereto. POC represents and
warrants that it and its shareholders have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of its investment in IEI Common Stock. POC and its shareholders understand
and acknowledge that the IEI Common Stock has not been registered under the Act
or under any state securities act and are being issued to POC pursuant to an
exemption from registration under the Act. The reliance by IEI upon such
exemption is predicated upon the representations and warranties of POC contained
herein. In this regard, POC and its shareholders understand and agree that there
may be affixed to the certificates representing the shares of IEI Common Stock
acquired by POC hereunder a legend advising of the unregistered, restricted
nature of the shares.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
of the day and year first above written.
Interspace Enterprises, Inc.
BY:/s/Daniel P. Murphy
Daniel P. Murphy, President
Prudential Overseas Company, Ltd.
By:/s/Magaus Timmerby
Magaus Timmerby, President