STOCK SWAP AGREEMENT
This Agreement made this 8th day of September, 2008, by and between Jozef Nemeth (hereinafter "Nemeth") and Global Profit Technologies, Inc., a Florida Corporation (hereinafter "GLPT").
RECITALS:
A. WHEREAS, Nemeth owns one million shares (1,000,000) of Common stock of Global Profit Systems, Inc. ("GPS") which is one hundred percent of the outstanding stock in GPS;
B. WHEREAS, GLPT is a publicly traded company incorporated in Florida, trading under the stock symbol GLPT.PK and it is acquiring the rights to the 4X-MM money machine software system;
B. WHEREAS, the parties desire to swap the Nemeth's one million shares in GPS for ten million shares of GLPT.
COVENANTS:
NOW, THEREFORE, in consideration of the foregoing and of the covenants and conditions hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Swap of Shares. On the basis of the representations, warranties and undertakings, but subject to the terms and conditions set forth in this Agreement, Nemeth shall swap with GLPT one million shares (1,000,000) of common stock of GPS (the "Shares") owned by Nemeth for Ten Million shares (10,000,000) of Common Stock of GLPT. This stock swap shall occur immediately after the execution and delivery of this Agreement and is intended to qualify as a tax-free reorganization under Internal Revenue Code Section 368(a)(1)(E).
1.2 The Closing. The swap of the Shares shall take place at Weiss & Moy, P.C., 4204 N. Brown Ave., Scottsdale, Arizona on September __ , 2008. Such date is herein referred to as the "Closing Date".
1.3 Instruments of Conveyance and Transfer. At the Closing Date, Nemeth shall deliver certificates representing the Shares to GLPT, duly endorsed by the Nemeth to the GLPT, in form and substance satisfactory to GLPT ("Certificates"), as shall be effective to vest in GLPT all right, title and interest in and to all of the Shares.
2. Waiver of Conflict of Interest. The parties acknowledge that Mark Weiss of Weiss & Moy, P.C., has represented GPS since its formation and has served on the board of directors of GLPT . The parties acknowledge that they requested that Mark Weiss draft this Agreement and that each waive any Conflict of Interest that Mark Weiss has from his representation of GPS and relationship with Nemeth and GLPT. Each of the parties agrees that it has the right to seek outside counsel to advise them regarding their rights and obligations under this Agreement and is not relying on Mark Weiss or his firm to protect their interests in the drafting of this Agreement.
3. REPRESENTATIONS AND WARRANTIES OF NEMETH
Nemeth and GPS represents, warrants and undertakes to the GLPT that:
3.1 Transfer of Title. Nemeth shall transfer all right, title and interest in and to the Shares to GLPT free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind or nature whatsoever, whether direct or indirect or contingent.
(a) Due Execution. This Agreement has been duly executed and delivered by Nemeth and GPS.
(b) Valid Agreement. This Agreement constitutes, and upon execution and delivery thereof by Nemeth, will constitute, a valid and binding agreement of Nemeth and GPS enforceable against Nemeth and GPS in accordance with its terms.
(c) Authorization. The execution, delivery and performance by Nemeth and GPS of this Agreement and the delivery by Nemeth of the Shares have been duly and validly authorized by GPS, and no further consent or authorization of Nemeth, GPS, its Board of Directors, or its stockholders is required.
(d) Nemeth' Title to Shares; No Liens or Preemptive Rights; Valid Issuance. Nemeth has and at the Closing will have good and valid title and control of the Shares; there will be no existing impediment or encumbrance to the sale and transfer of such Shares to GLPT; and on delivery to GLPT of the Shares, good and valid title to all the Shares will pass to GLPT and all of the Shares will be free and clear of all taxes, liens, security interests, pledges, rights of first refusal or other preference rights, encumbrances, charges, restrictions, demands, claims or assessments of any kind or any nature whatsoever whether direct, indirect or contingent and shall not be subject to preemptive rights, tag-along rights, or similar rights of any of the stockholders of GPS. The Shares have been legally and validly issued in compliance with all applicable U.S. federal and state securities laws, and are fully paid and non-assessable shares of the Company's Common Stock; and the Shares have all been issued under duly authorized resolutions of the Board of Directors of the Company. At the Closing, Nemeth shall cause GPS to deliver to GLPT Certificates representing the Shares free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands or claims in any other party whatsoever with appropriate stock powers with medallion guarantees.
3.2 No Governmental Action Required. The execution and delivery by Nemeth and GPS of this Agreement does not and will not, and the consummation of the transactions contemplated hereby will not, require any action by or in respect of, or filing with, any governmental body, agency or governmental official.
3.3 Compliance with Applicable Law and Corporate Documents. The execution and delivery by Nemeth and GPS of this Agreement does not and will not, and the sale by Nemeth of the Shares and the consummation of the other transactions contemplated by this Agreement does not and will not contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, (ii) the articles of incorporation or by-laws of the Company or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon Nemeth or GPS's assets, or result in the creation or imposition of any lien on any asset of Nemeth and GPS.
3.4 Not a Voting Trust: No Proxies. None of the Shares are or will be subject to any voting trust or agreement. No person holds or has the right to receive any proxy or similar instrument with respect to the Shares. Except as provided in this Agreement, Nemeth and GPS is not a party to any agreement which offers or grants to any person the right to purchase or acquire any of the Shares. There is no applicable local, state or federal law, rule, regulation, or decree which would, as a result of the sale contemplated by this Agreement, impair, restrict or delay any voting rights with respect to the Shares.
3.5 Survival of Representations. The representations and warranties herein by Nemeth and GPS will be true and correct in all material respects on and as of the Closing Date with the same force and effect as though said representations and warranties had been made on and as of the Closing Date and will survive the Closing Date.
3.6 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission payable by GLPT or Nemeth in connection with the transactions contemplated by this Agreement.
3.7 Investment Intent. Nemeth represents that it is acquiring and will acquire, as the case may be, the Purchase Price Shares issuable to it pursuant hereto solely for its own account for investment purposes only and not with a view toward resale or distribution thereof other than pursuant to an effective registration statement or applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Nemeth understands that such Purchase Price Shares will be issued in reliance upon an exemption from the registration requirements of the Securities Act and that subsequent sale or transfer of such securities is prohibited absent registration or exemption from the provisions of the Securities Act. Nemeth further acknowledges that under SEC Rule 144, the Purchase Price Shares may be sold pursuant to all of the provisions of such Rule after a holding period of one year and that the Purchase Price Shares will become fully tradable after a holding period of two years. Nemeth hereby agrees that it will not sell, assign, transfer, pledge or otherwise convey any of the Purchase Price Shares issuable pursuant hereto, except in compliance with the provisions of the Securities Act and in accordance with any transfer restrictions or similar terms set forth on the certificates representing such securities or otherwise set forth herein. Nemeth acknowledges receiving copies of GLPT's most recent SEC disclosure statements.
4. REPRESENTATIONS AND WARRANTIES OF GLPT
Unless specifically stated otherwise, GLPT represents and warrants that the following are true and correct as of the date hereof and will be true and correct through the Closing Date as if made on that date:
4.1 Agreement's Validity. This Agreement has been duly executed and delivered by GLPT and constitutes a legal, valid and binding obligation of GLPT, enforceable against GLPT in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies.
4.2 Investment Intent. GLPT is acquiring the Shares for its own account for investment and not with a view to, or for sale or other disposition in connection with, any distribution of all or any part thereof.
4.3 Restricted Securities. GLPT understands that the Shares have not been registered pursuant to the Securities Act or any applicable state securities laws, that the Shares will be characterized as "restricted securities" under federal securities laws, and that under such laws and applicable regulations the Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption there from.
5. CLOSING PROCEDURES
5.1 Closing. The Closing referred to in Section 1.2 hereof shall occur as a single integrated transaction, as follows.
A. Delivery by Nemeth. Nemeth shall deliver to GLPT:
(i) The Shares;
(ii) copies of all books, records and documents relating to the Company, including the corporate records and stock records of the Company;
(iii) any other such instruments, documents and certificates as are required to be delivered by Nemeth or its representatives pursuant to the provisions of this Agreement; and
B. Delivery by GLPT. GLPT shall deliver to Nemeth:
(i) the Swap Shares;
(ii) copies of resolutions of the Board of Directors of GLPT approving the terms of the Agreement and the execution of this Agreement by the GLPT.
6.0 MISCELLANEOUS
6.1 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties hereto with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understanding related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied in this Agreement or the written statement, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not set forth.
6.2 Governing Law. This Agreement shall be governed in all respects, including validity, construction, interpretation and effect, by the laws of the State of Arizona (without regard to principles of conflicts of law).
6.3 Consent to Jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of the appropriate state or federal court in the State of Arizona for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby or thereby. Each party agrees to commence any such action, suit or proceeding in Phoenix, Arizona. The parties agree that any service of process to be made hereunder may be made by certified mail, return receipt requested, addressed to the party at the address appearing in Section 8.2. Such service shall be deemed to be completed when mailed and sent and received by Telecopier. Nemeth and GLPT each waives any objection based on forum non-conveniens. Nothing in this paragraph shall affect the right of Nemeth or GLPT to serve legal process in any other manner permitted by law.
6.4 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
6.5 Further Assurances. Each party shall, at the request of the other party, at any time and from time to time following the Closing Date promptly execute and deliver, or cause to be executed and delivered, to such requesting party all such further instruments and take all such further action as may be reasonably necessary or appropriate to carry out the provisions and intents of this Agreement and of the instruments delivered pursuant to this Agreement.
6.6 Severability of Provisions. If any provision or any portion of any provision of this Agreement or the application of any 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 the Agreement, or the application of such provision or portion of such provision is held invalid or unenforceable to person or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and such provision or portion of any provision as shall have been held invalid or unenforceable shall be deemed limited or modified to the extent necessary to make it valid and enforceable, in no event shall this Agreement be rendered void or unenforceable
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Signed this 8th day of September, 2008.
By: _________________________
Jozef Nemeth
Signed this 8th day of September, 2008.
By: _________________________
Jozef Nemeth, President
Global Profit Technologies, Inc.