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ACQUISITION AND SHARE EXCHANGE
AGREEMENT
THIS ACQUISITION AND SHARE EXCHANGE
AGREEMENT is dated for reference as of the 1st
day of November , 2007 (the "Effective
Date").
BETWEEN:
SEKOYA HOLDINGS LTD., a Nevada corporation with
offices at 916 West Broadway Street, Vancouver, BC, V5Z 1K7
("Sekoya")
AND:
Myecheck, inc, a private Delaware corporation with
offices at Suite 5, 1190 Suncast Lane, El Dorado Hills, CA
95762;.
("MyECheck")
(MyECheck and Sekoya referred to herein individually as the Party
or collectively as the Parties, as the case may be)
WHEREAS MyECheck is a private corporation
created to satisfy a demand for an alternative payment solution to
credit cards for online commerce and has developed and implemented
a patent pending process that enables consumers and businesses to
purchase online using checks;
AND WHEREAS Sekoya is a company whose
securities are registered with the United States Securities and
Exchange Commission (the "SEC") and which securities will be listed
for trading on the NASDAQ OTC.BB;
AND WHEREAS MyECheck wishes to list its
securities in the public markets through the sale or transfer of
all of the issued MyECheck shares (the "MyECheck Shares") while
providing value and the potential of a liquid market to its
shareholders through a share exchange of the MyECheck Shares with
shares of a publicy traded company (the "Share Exchange");
AND WHEREAS Sekoya wishes to engage in the
Share Exchange to provide value to its shareholders through an
acquisition of merit;
NOW THEREFORE in consideration of the
covenants contained in this Agreement and other good and valuable
consideration (the receipt and sufficiency of which is
acknowledged), the parties agree (the "Agreement") as follows:
1.
Representations and Warranties
1.1 Sekoya
represents and warrants to MyECheck that:
(a) Sekoya has good and
sufficient right and authority to enter into this Agreement and the
Transactions contemplated therein and to carry out its intentions
and obligations setout therein;
(b) Sekoya has the
capabilities to fully execute their obligations as set out in the
Agreement and has received the requisite majority approval of both
its board of directors (the "Sekoya Board") and of its shareholders
(the "Sekoya Shareholders") to enter into this Agreement; and
(c) Sekoya was and
remains duly incorporated under laws of the state of its
jurisdiction and is, with respect to the filing of annual returns
and the payment of fees required under the laws of this
jurisdiction, in compliance with such laws.
1.2 MyECheck
represents and warrants to Sekoya that;
(a) MyECheck has
good and sufficient right and authority to enter into this
Agreement and the Transactions contemplated therein and to carry
out its intentions and obligations setout therein;
(b) MyECheck was and
remains duly incorporated under laws of the jurisdiction of its
incorporation and is, with respect to the filing of annual returns
and the payment of fees required under the laws of the jurisdiction
of its incorproation, in compliance with such laws;
(c) MyECheck has the
capabilities to fully execute its obligations as set out in the
Agreement and has received the requisite majority approval of both
its board of directors (the "MyECheck Board") and of its
shareholders (the "MyECheck Shareholders") to enter into this
Agreement; and
(d) MyECheck holds all licences
and permits that are required for carrying on business in the
manner in which such business has and will be carried on including
all governmental approval with respect to the operation and
business of MyECheck.
2.
Share Exchange and Closing Items
2.1 Sekoya
shall issue to MyECheck shareholders Sekoya common shares (the
"Issuance") representing 60% of the total final issued and
outstanding shares of Sekoya upon the Issuance, such shares to be
issued under Regulation 144 of the Rules and Regulations of the
United States Securities and Exchange Acts and to be subject to
certain trade restrictions thereto (the "Merge Shares").
2.2 To
induce MyECheck to enter into the Agreement and to faciliate the
transaction, Sekoya president Shirley Wong has agreed to return to
treasury all of the stock held by her and all stock returned to
treasury will not be included in the above noted breakdown of final
Sekoya shares.
2.3 Sekoya,
upon execution of this Agreement and in accordance with the general
corporate laws of the State of Nevada, shall exchange the Merge
Shares for one hundred percent (100%)
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