Stock Exchange Agreement

Exhibit 2.1


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STOCK EXCHANGE AGREEMENT


entered into by and among


SOS INTERNATIONAL, INC.
a Nevada corporation,


TOTAL SWITCH, INC.,
an Arizona corporation,


TERRY DUNLAP


and


ANTONY J. VAN ZEELAND


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Effective as of December 11, 1997
Phoenix, Arizona 2
STOCK EXCHANGE AGREEMENT


This STOCK EXCHANGE AGREEMENT (this "Agreement") is made and entered into on the dates set forth below, to be effective as of December 11, 1997, by and among SOS INTERNATIONAL, INC., a Nevada corporation ("SOSI"), TOTAL SWITCH, INC., an Arizona corporation ("TSI"), and TERRY DUNLAP, an individual residing in the State of Arizona ("Dunlap"), and ANTONY J. VAN ZEELAND, an individual residing in the State of Arizona ("Van Zeeland"). References herein to Dunlap and Van Zeeland are references to them in their individual capacities and also are references to them as representatives of all of the shareholders of TSI, who are referred to herein as the "Acquired Company's Shareholders." TSI is referred to herein as the "Acquired Company." SOSI, the Acquired Company and the Acquired Company's Shareholders are sometimes referred to collectively herein as the "Parties" and sometimes individually as a "Party."


Recitals


A. On November 5, 1997, SOSI and the Acquired Company signed a letter of intent (the "Letter of Intent").


B. The Letter of Intent provides for SOSI to (a) accomplish a 20:1 reverse stock split (a "Reverse Stock Split") of all of its currently issued and outstanding common stock, (b) complete any filings required to be made by SOSI to the SEC, (c) change its name to Duraswitch Industries, Inc. and (d) issue 14,950,724 shares of common stock (the "Acquisition Stock"). The Acquisition Stock shall be newly issued after the Reverse Stock Split to the Acquired Company's Shareholders, who collectively own all of the issued and outstanding stock of the Acquired Company (the "Acquired Company's Stock").


C. The Letter of Intent provides for the Acquired Company's Shareholders to transfer to SOSI, in exchange for the Acquisition Stock, all of the Acquired Company's Stock.


D. The Parties wish to enter into this Agreement to confirm and definitively provide for transactions that are contemplated in the Letter of Intent. When executed and delivered by the Parties as provided below, this Agreement shall supersede and replace the Letter of Intent so far as the transactions provided for in this Agreement are concerned. Other provisions of the Letter of Intent, dealing with issuance of stock by SOSI to third parties, shall remain in effect unless superseded by any other agreements.


Agreement


THEREFORE, in consideration of the mutual covenants and conditions herein contained, and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows.


1 3


ARTICLE
1
SHARE EXCHANGES


1.1 Stock Exchanges. SOSI hereby agrees to sell, convey, assign and transfer the Acquisition Stock to the Acquired Company's Shareholders in exchange for sale, conveyance, assignment and transfer to SOSI of the Acquired Company's Stock. The Acquired Company's Shareholders and the Acquired Company hereby agree to sell, convey, assign and transfer the Acquired Company's Stock to SOSI in exchange for sale, conveyance, assignment and transfer to the Acquired Company's Shareholders of the Acquisition Stock. Unless the Acquired Company's Shareholders otherwise direct, the Acquisition Stock shall be transferred to them in the following proportions: [describe].


1.2 Closing. Consummation of the transactions described in this Agreement (the "Closing") will occur at 9:00 a.m. on or before December 15, 1997 (the "Closing Date") at the offices of Chase Investment, Inc. or at such other location as is mutually agreeable to the Parties.


1.3 Stock Conveyed by SOSI. At the Closing, SOSI shall convey to the Acquired Company's Shareholders good, valid and marketable title to the Acquisition Stock, free and clear of encumbrances, claims, liens, security interests, pledges or mortgages of any kind. Unless and until the Acquisition Stock is registered under the Securities Exchange Act of 1934, no Acquired Company's Shareholder shall be entitled to transfer all or any share of the Acquisition Stock to any person or party unless the Acquired Company's Shareholder first provides SOSI with an acceptable opinion of counsel that the proposed transfer will not violate any applicable law, rule or regulation or any provision of this Agreement. SOSI shall be entitled to place a restrictive legend on all certificates evidencing ownership of the Acquisition Stock that provides notice of the provisions of this paragraph and other applicable provisions of this Agreement.


1.4 Stock Conveyed by the Acquired Company's Shareholders. At the Closing the Acquired Company's Shareholders shall convey to SOSI good, valid and marketable title to the Acquired Company's Stock, free and clear of encumbrances, claims, liens, security interests, pledges or mortgages of any kind. Following delivery to SOSI of the Acquired Company's Stock, the Acquired Company shall deliver replacement certificates to SOSI in the same number of shares in the Acquired Company's Stock as delivered above, in the name of SOSI.


ARTICLE
2
DELIVERIES BY SOSI AT THE CLOSING


2.1 Deliveries by SOSI. In addition to all other items required to be delivered by SOSI at the Closing under this Agreement, SOSI shall deliver all of the following items to the Acquired Company Shareholders, unless an item described below is to be delivered to a single Party:


(a) the Acquisition Stock to the Acquired Company's Shareholders, by
delivery to the Acquired Company's Shareholders of one or more share
certificates


2


4 evidencing ownership of the Acquisition Stock, issued by SOSI in the name of the Acquired Company's Shareholders;


(b) a certified copy of SOSI's articles of incorporation, amended as necessary to authorize issuance of the Acquisition Stock, together with a certificate of SOSI's Secretary, confirming that the Acquisition Stock has been duly issued as required in this Agreement;


(c) a current Certificate of Good Standing of SOSI, issued by the Secretary of State of the State of Nevada;


(d) corporate records of SOSI consisting of at least the following: certified copies of SOSI's bylaws, complete minute books and a copy of SOSI's stock transfer ledger;


(e) a balance sheet of SOSI dated as of October 31, 1997, prepared by SOSI's controller or accountant in accordance with generally accepted accounting principles consistently applied;


(f) certificates of the Secretary and the Vice President or the President of SOSI verifying the accuracy and authenticity of all corporate records, other materials, disclosures or documents of SOSI delivered or provided by SOSI at the Closing, and confirming the accuracy on the Closing Date of all representations and warranties of SOSI contained herein;


(g) resignations of all officers and members of the board of directors of SOSI, effective as of or prior to the Closing Date;


(h) certified copies of resolutions of the board of directors of SOSI authorizing execution and delivery of this Agreement by SOSI and consummation by SOSI of all the transactions that are contemplated herein;


(i) a legal opinion of SOSI's counsel addressed to the Acquired Company in form mutually agreeable to the Parties; and


(j) copies of all contracts, loan agreements, memoranda and other documents or instruments (in an amount of $5000 or more) to which SOSI is a party or by which it is bound or to which it or any of its assets is subject.


2.2 Other Documents and Instruments. SOSI shall also deliver any and all such other documents and instruments of conveyance, assignment and transfer, and such other items, as may be reasonably requested or necessary in order to vest good and marketable title to the Acquisition Stock in the Acquired Company's Shareholders, on or prior to the date of the Closing. All instruments and other documents or instruments exchanged by the Parties shall be in form as needed to effectuate the transactions contemplated by this Agreement or to evidence the same,


3 5 and shall include any third party consents to the transactions contemplated herein that may be required by the provisions of any contracts, agreements or obligations to which SOSI is a party or pursuant to which a change in the stock ownership of SOSI is deemed to constitute an assignment or transfer requiring such consent or approval. These additional conveyances and transfers shall be made by SOSI with a view toward placing the Acquired Company's Shareholders, on or prior to the date of the Closing in actual possession and ownership of stock of SOSI as provided herein.


ARTICLE
3
DELIVERIES BY THE ACQUIRED COMPANIES' SHAREHOLDERS
AT THE CLOSING


3.1 Deliveries by the Acquired Company's Shareholders. In addition to all other items required to be delivered by the Acquired Company's Shareholders at the Closing under this Agreement, at the Closing the Acquired Company's Shareholders shall deliver all of the following items to SOSI:


(a) the Acquired Company's Stock, by delivery to SOSI of one or more share certificates evidencing ownership of the Acquired Company's Stock, endorsed in blank by the Acquired Company's Shareholders in the name of SOSI;


(b) certified copies of the Acquired Company's articles of incorporation, together with certificates of the Acquired Company's confirming that the Acquired Company's Stock has been duly transferred on the books and records, and in the stock transfer ledgers of the Acquired Company, as required in this Agreement;


(c) a current Certificate of Good Standing of the Acquired Company, issued by the Secretary of State of the State of Arizona;


(d) corporate records of the Acquired Company's Shareholders consisting of at least the following: certified copies of the Acquired Company Shareholders' bylaws, complete minute books and a copy of the Acquired Company's Shareholders' stock transfer ledger;


(e) a balance sheet of the Acquired Company dated as of October 31, 1997, prepared by the controller or accountant of the Acquired Company in accordance with generally accepted accounting principles consistently applied;


(f) certificates of the Secretary and the Vice President or the President of the Acquired Company verifying the accuracy and authenticity of all corporate records, other materials, disclosures or documents pertaining to the Acquired Company delivered or provided by the Acquired Company's Shareholders at the Closing, and confirming the accuracy on the Closing Date of all representations


4 6 and warranties of the Acquired Company's Shareholders and the Acquired Company as contained herein;


(g) certified copies of resolutions of the board of directors of the Acquired Company authorizing execution and delivery of this Agreement by the Acquired Company and consummation by the Acquired Company of all of the transactions that are contemplated herein;


(h) a legal opinion of the Acquired Company's counsel addressed to SOSI in form mutually agreeable to the Parties; and


(i) copies of all contracts of $5,000 (U.S.) or more, loan agreements, memoranda and other documents or instruments to which the Acquired Company is a party or by which it is bound or to which it or any of its assets is subject.


3.2 Other Documents and Instruments. The Acquired Company shall also deliver to SOSI any and all such other documents and instruments of conveyance, assignment and transfer, and such other items, as may be reasonably requested or necessary in order to vest good and marketable title to the Acquired Company's Stock in SOSI on or prior to the date of the Closing. All instruments and other documents or instruments exchanged by the Parties shall be in form as needed to effectuate the transactions contemplated by this Agreement or to evidence the same, and shall include any third party consents to the transactions contemplated herein that may be required by the provisions of any contracts, agreements or obligations to which the Acquired Company is a party or pursuant to which a change in the stock ownership of the Acquired Company is deemed to constitute an assignment or transfer requiring such consent or approval. These additional conveyances and transfers shall be made by the Acquired Company with a view toward placing SOSI on, or prior to, the date of the Closing in actual possession and ownership of all of the stock of the Acquired Company as provided herein.


ARTICLE
4
REPRESENTATIONS AND WARRANTIES OF SOSI


SOSI hereby represents and warrants to, and covenants with, the Acquired Company Shareholders that the representations and warranties provided below are true, correct, accurate and complete in any and all respects as of the effective date of this Agreement, and that the same will be true, correct, accurate and complete on and as of the date of the Closing (as though made then and as though the Closing were substituted for the date of this Agreement throughout the following), except as may be set forth in the Disclosure Schedule attached hereto (the "SOSI Disclosure Schedule"). The SOSI Disclosure Schedule will be arranged in paragraphs and subparagraphs that correspond to the designation of subparagraphs below.


4.1 Organization of SOSI. SOSI is a corporation that is duly organized, validly existing, and in good standing in all material respects under the laws of the State of Nevada.


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4.2 Authorization of Transaction. SOSI has full actual and legal corporate power and corporate authority to execute and deliver this Agreement and to perform its obligations hereunder.


4.3 Enforceable Obligation. This Agreement constitutes the valid and legally binding obligation of SOSI, enforceable against SOSI in accordance with this Agreement's terms.


4.4 Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby by SOSI will (i) to SOSI's knowledge, violate any statute, law, regulation, rule, judgment, order, decree, stipulation, injunction, charge, or other restriction of any government, governmental agency, or state or federal court to which SOSI or the Acquisition Stock are subject or any provision of the articles of incorporation or bylaws or similar governing rules or documents of SOSI, (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any governmental rule, law or regulation of any state or federal court or under any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage or instrument of indebtedness or under any other arrangement to which SOSI is a party or by which it or the Acquisition Stock are bound or to which it or any of the Acquisition Stock is subject, (iii) nor result in the imposition of any lien, encumbrance, claim or security interest in, to or affecting any of the Acquisition Stock. To its knowledge, SOSI does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any state or federal government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except those that will be obtained or made prior to Closing or those which would fail to have a material adverse effect on the ability of SOSI to consummate the transactions contemplated by this Agreement.


4.5 The Acquisition Stock. As of the date of Closing, the Acquisition Stock will constitute, in the aggregate, 85% percent of all of the issued and outstanding common stock of SOSI, with the rights, privileges and preferences that are described in SOSI's articles of incorporation. As of the date of Closing the Acquisition Stock will have been duly and validly issued and is and will be nonassessable. The Acquisition Stock will be restricted stock, consistent with Section 1.3 of this Agreement. Title to the Acquisition Stock will be in the name of the Acquired Company's Shareholders in the official records of SOSI and in the records of SOSI's stock transfer agent, if any.


4.6 Litigation. To SOSI's knowledge, SOSI is not subject to any unsatisfied judgment, order, decree, stipulation, injunction, or charge nor is it a party or threatened to be made a party to any charge, complaint, action, suit, proceeding, hearing, or investigation of or in any court or quasi-judicial or administrative agency of any federal, state or local jurisdiction or before any arbitrator that relates in any way, directly or indirectly, to the transactions contemplated in this Agreement. SOSI has no actual reason to believe that any charge, complaint, action, suit, proceeding, hearing, or investigation will or may be brought or threatened against SOSI in connection with the transactions contemplated in this Agreement.


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4.7 Material Information. As of the Closing, no representation or warranty by SOSI, nor any statement or certificate furnished or to be furnished to the Acquired Company's Shareholders pursuant hereto or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the representation, warranty, statement or certificate not misleading. At or prior to the Closing SOSI will deliver to the Acquired Company's Shareholders a Disclosure Document ("Disclosure Document") that provides the Acquired Company's Shareholders with all material information concerning SOSI and the Acquisition Stock, as require ...