AGREEMENT AND PLAN OF SHARE EXCHANGE
This Agreement and Plan of Share Exchange (the "Agreement") dated as of this
25th day of April, 2002, by and between Proteo, Inc., a Nevada corporation
("PROTEO"), and Proteo Marketing, Inc., a Nevada corporation ("MARKETING").
WHEREAS, the Board of Directors of PROTEO and the Board of Directors of
MARKETING deem it advisable and in the best interests of PROTEO and MARKETING
that PROTEO acquire MARKETING by exchanging all of the issued and outstanding
shares of MARKETING for shares of PROTEO (the "Share Exchange"); and
WHEREAS, the Board of Directors of PROTEO and the Board of Directors of
MARKETING have approved and adopted this Agreement as a "plan of reorganization"
within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986,
as amended;
NOW, THEREFORE, in consideration of the premises and the mutual agreements,
provisions and conditions contained herein, and for other goods and valuable
consideration, the adequacy and receipt of which are hereby acknowledged, the
parties hereto agree that all of the issued and outstanding capital stock of
MARKETING shall be acquired by PROTEO, upon and subject to the following terms
and conditions:
ARTICLE I
GENERAL TERMS AND PROVISIONS
SECTION 1.01. EFFECTIVE TIME. As soon as practicable following the
satisfaction or waiver, if permissible, of the conditions set forth in Article
IV, herein, PROTEO shall issue new PROTEO Common Stock in exchange for the
outstanding MARKETING Stock on the terms provided herein, and MARKETING shall
become a subsidiary of PROTEO. The share exchange shall be consummated by
filing with the Secretary of State of the State of Nevada articles of share
exchange or other appropriate documents (in any case, the "Articles of Share
Exchange") in accordance with the Nevada Revised Statutes. The Share Exchange
shall become effective at such time as the Articles of Share Exchange are duly
filed, or at such later time as PROTEO and MARKETING shall specify in the
Articles of Share Exchange (the time the Share Exchange becomes effective being
the "Effective Time").
SECTION 1.02. TAKING OF NECESSARY ACTION. PROTEO and MARKETING shall take all
such actions as may be necessary or appropriate in order to effectuate the
transactions contemplated by this Agreement. If, at any time after the
Effective Date, any further action is necessary or desirable to carry out the
purpose of this Agreement or to vest PROTEO with title to any or all of the
properties, assets, rights, approvals, immunities, of MARKETING, the officers
and directors of PROTEO and its subsidiary, at the expense of PROTEO, shall take
such necessary or desirable action.
ARTICLE II
EXCHANGE OF SHARES
SECTION 2.01. EXCHANGE OF SHARES. On the Effective Date, PROTEO shall issue
one (1) new share of PROTEO Common Stock for each share of Common Stock of
MARKETING for a total issuance of 20,286,512 shares. At the Effective Time,
each outstanding share of the common stock of MARKETING, by virtue of the Share
Exchange and without any further action on the part of the holders thereof,
shall be exchanged for one share of PROTEO common stock (except for Dissenting
Shares). After the Share Exchange, Shareholders will be entitled to exchange
their certificates evidencing MARKETING tock for new certificates representing
shares of PROTEO Stock. Promptly after the Effective Time, an agent appointed
by PROTEO and MARKETING will notify shareholders of record by mail of the
procedures to be followed in order to surrender their certificates evidencing
MARKETING Stock to the transfer agent for PROTEO in exchange for certificates
representing an identical number of shares of PROTEO. From the Effective Time
until the receipt by the transfer agent of the certificates for such MARKETING
Stock, each certificate for such MARKETING Stock shall only evidence shares of
PROTEO Stock, and shall no longer represent shares of MARKETING Stock.
SECTION 2.02. LOST, DESTROYED, OR STOLEN CERTIFICATES. Shareholders whose
certificates evidencing shares of MARKETING Stock have been lost, destroyed or
stolen shall be entitled to receive certificates evidencing shares of PROTEO
Stock for which such shares of MARKETING Stock were exchanged pursuant to this
Agreement in compliance with the provisions of the PROTEO's Bylaws and
applicable provisions of law, and upon delivery of such affidavits and indemnity
bonds as PROTEO or its transfer agent may reasonably require.
SECTION 2.03. STOCK LEGENDS.
(a) Certificates representing shares of PROTEO Common Stock issued to MARKETING
shareholders shall bear an appropriate legend restricting transfer of the shares
of the Common Stock represented by such certificate.
(b) PROTEO shall, from time to time, make stop transfer notations in its
records to ensure compliance in connection with any proposed transfer of the
shares with the Act, and all applicable state securities laws.
SECTION 2.04. RIGHT TO DISSENT / TERMINATION AND RECESSION OF AGREEMENT.
MARKETING shall comply with the provisions of the Nevada Revised Statutes with
regard to dissenters' rights. In the event that Marketing, in its sole and
absolute discretion, determines that the number of Marketing shareholders
exercising their dissenters' rights exceeds an amount it deems acceptable, then
Marketing shall be entitled to terminate and / or rescind this Agreement and the
Exchange.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Each of PROTEO and MARKETING represents to the other as follows:
SECTION 3.01. CAPITALIZATION. It has no obligation under any agreement with
any person to register any of its securities under the 1933 Act or any
applicable state securities laws. There are no preemptive rights with respect
to any of its securities.
(a) MARKETING. MARKETING represents and warrants that its authorized capital
stock consists of 100,000,000 shares of Common Stock, $0.001 par value, of
which 20,138,512 shares are issued and outstanding and 20,000,000 shares of
Preferred Stock, $0.001 par value, of which no shares are issued and outstanding
as of the date of this Agreement. All of the issued and outstanding shares of
MARKETING are validly issued, fully paid, and nonassessable.
(b) PROTEO. PROTEO represents and warrants that its authorized capital stock
consists of 300,000,000 shares of Common Stock, $0.001 par value per share, of
which 1,306,667 of the shares are issued and outstanding and 10,000,000 shares
of Preferred Stock, $0.001 par value, of which no shares are issued and
outstanding as of the date of this Agreement.
ARTICLE IV
CONDITIONS PRECEDENT TO THE SHARE EXCHANGE
The obligations of the parties under this Agreement are subject to the
satisfaction of the following express conditions precedent at or before the
Effective Date:
SECTION 4.01. COMPLIANCE WITH LAWS. All statutory requirements for the valid
consummation by it of the transactions contemplated by this Agreement shall have
been fulfilled.
SECTION 4.02. BLUE SKY FILINGS. All Blue Sky filings and permits or orders
required to carry out the transactions contemplated by this Agreement shall have
been made and received containing no term or condition reasonably unacceptable
to it.
SECTION 4.03. ADEQUATE PROCEEDINGS. All corporate and other proceedings,
including approval by a majority of the shareholders of MARKETING, in connection
with the transactions contemplated herein and all documents incident thereto
shall be reasonably satisfactory in form and substance to it and its counsel.
SECTION 4.04. NO ADVERSE CHANGE. Between the date of execution of this
Agreement and the Effective Date, PROTEO and MARKETING (a) except in the
ordinary course of its business, shall not have incurred any liabilities or
obligations (direct or contingent) or disposed of any of its assets, or entered
into any material transaction or suffered or experienced any materially adverse
change in its condition, financial or otherwise, and (b) shall not have
increased its issued and outstanding shares of common stock or any other
securities.
ARTICLE V
MISCELLANEOUS
SECTION 5.01. ASSIGNMENT. This Agreement may not be assigned nor any of the
performances hereunder delegated by operation of law or otherwise by any party
hereto, and any purported assignment or delegation shall be void.
SECTION 5.02. HEADINGS. The article and section headings of this Agreement are
inserted for convenience of reference only and do not constitute a part of this
Agreement.
SECTION 5.03. BINDING EFFECT. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective heirs, successors,
legal representatives, assigns, and transferors.
SECTION 5.04. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof. There
are no representations, warranties, conditions, or other obligations except as
herein specifically provided. Any waiver, amendment, or modification hereof
must be in writing. A waiver in one instance shall not be deemed to be a
continuing waiver or waiver in other instance.
SECTION 5.05. COUNTERPARTS. This Agreement may be executed in counterparts and
each counterpart hereof shall be deemed to be an original, but all such
counterparts together shall constitute but one agreement an original, but all
such counterparts together shall constitute but one agreement.
SECTION 5.06. NOTICES. All notices, requests, instructions, or other documents
to be given hereunder shall be deemed given if in writing, sent registered mail:
to PROTEO: to MARKETING:
Attn: Joerg Alte Attn: Joerg Alte
2775 Mesa Verde Drive East, #F101, 2775 Mesa Verde Drive East, #F101,
Costa Mesa, CA 92626 Costa Mesa, CA 92626
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first above written.
PROTEO, INC. (PROTEO)
By: /s/ Joerg Alte
_________________________
Joerg Alte, President
PROTEO MARKETING, INC. (MARKETING)
By: /s/ Joerg Alte
_________________________
Joerg Alte, President