Exhibit 99.1
SHARE
EXCHANGE AGREEMENT
by
and among
ORGANETIX, INC.
a
Delaware Corporation
and
ADAO TELECOM, INC.
a
Florida Corporation
and
THOSE PERSONS LISTED EXCHANGING STOCKHOLDERS
Dated
January 24, 2007
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT, made
and entered into this 24th day of January 2007 by and among
Organetix, Inc., a Delaware corporation (together with its
subsidiaries, "OGTX”), ADAO Telecom, Inc., a Florida
Corporation (“ADAO”) and those stockholders of ADAO
listed on Schedule A hereto (“Exchanging
Stockholders”).
Premises
A.
This
Agreement provides for the acquisition of ADAO by OGTX whereby
ADAO shall become a wholly owned subsidiary of OGTX and in
connection therewith, the issuance of 73,500,000 ($.0001 par
value per share) restricted shares of common stock of OGTX
equal to 53.5% of the outstanding shares of common stock after
the exchange of OGTX to the shareholders of ADAO and the
raising of a maximum of $395,000 through the sale of equity at
$0.03 per share prior to Closing. As further consideration,
subsequent to Closing and the increase of OGTX’s
authorized number of shares of Common Stock from 150,000,000
to 300,000,000, Adao will receive an additional 17,000,000
shares of common stock of OGTX.
B.
The
boards of directors of ADAO and OGTX have determined, subject
to the terms and conditions set forth in this Agreement, that
the transaction contemplated hereby is desirable and in the
best interests of their stockholders, respectively. This
Agreement is being entered into for the purpose of setting
forth the terms and conditions of the proposed
acquisition.
Agreement
NOW,
THEREFORE, on the stated premises and for and in consideration
of the mutual covenants and agreements hereinafter set forth
and the mutual benefits to the parties to be derived herefrom,
it is hereby agreed as follows:
ARTICLE I
REPRESENTATIONS, COVENANTS AND WARRANTIES OF
OGTX
As
an inducement to and to obtain the reliance of ADAO and the
Exchanging Stockholders, OGTX represents and warrants as
follows:
Section 1.1
Organization. OGTX
is a corporation duly organized, validly existing, and in good
standing under the laws of Delaware and has the corporate power and
is duly authorized, qualified, franchised and licensed under all
applicable laws, regulations, ordinances and orders of public
authorities to own all of its properties and assets and to carry on
its business in all material respects as it is now being conducted,
including qualification to do business as a foreign corporation in
the jurisdictions in which the character and location of the assets
owned by it or the nature of the business transacted by it requires
qualification. As found in the OGTX public filings with the
Securities and Exchange Commission are complete and correct copies
of the articles of incorporation, bylaws and amendments thereto of
OGTX as in effect on the date hereof. The execution and delivery of
this Agreement does not and the consummation of the transactions
contemplated by this Agreement in accordance with the terms hereof
will not violate any provision of OGTX’s articles of
incorporation or bylaws, as amended. OGTX has full power, authority
and legal right and has taken all action required by law, its
articles of incorporation, its bylaws or otherwise to authorize the
execution and delivery of this Agreement.
Section 1.2
Capitalization .
The
authorized capitalization of OGTX consists of 150,000,000 common
shares, $.0001 par value per share, and no preferred shares. As of
the date of closing, OGTX shall have approximately 149,548,667
common shares issued and outstanding. OGTX is presently a public
company listed on the OTC Bulletin Board under the symbol
“OGTX.OB”, is up to date with all filings, and is fully
compliant and in good standing.
All
issued and outstanding shares are legally issued, fully paid
and nonassessable and are not issued in violation of the
preemptive or other rights of any person. OGTX has no other
securities, warrants or options authorized or
issued.
Section 1.3
Subsidiaries and Predecessor Corporations
.
OGTX
does not have any subsidiaries and does not own, beneficially or of
record, any shares of any other corporation.
Section 1.4
Options and Warrants. Other
than those found in
Schedule 1.4 ,
there are no existing options, warrants, calls or commitments of
any character to which OGTX is a party and by which it is
bound.
Section 1.5
Claims, Litigation and Proceedings.
To
the best of OGTX’s knowledge and belief, there are no
actions, suits, proceedings or investigations pending or threatened
by or against OGTX, affecting OGTX or its properties, at law or in
equity, before any court or other governmental agency or
instrumentality, domestic or foreign or before any arbitrator of
any kind that would have a material adverse affect on the business,
operations, financial condition or income of OGTX. OGTX does not
have any knowledge of any default on its part with respect to any
judgment, order, writ, injunction, decree, award, rule or
regulation of any court, arbitrator or governmental agency or
instrumentality or of any circumstances which, after reasonable
investigation, would result in the discovery of such a
default.
Section 1.6
Material Contract Defaults. To
the best of OGTX's knowledge and belief, OGTX is not in default in
any material respect under the terms of any outstanding contract,
agreement, lease or other commitment which is material to the
business, operations, properties, assets or condition of OGTX, and
there is no event of default in any material respect under any such
contract, agreement, lease or other commitment in respect of which
OGTX has not taken adequate steps to prevent such a default from
occurring.
Section 1.7
No Conflict With Other Instruments .
The
execution of this Agreement and the consummation of the
transactions contemplated by this Agreement will not result in the
breach of any term or provision of, or constitute an event of
default under, any material indenture, mortgage, deed of trust or
other material contract, agreement or instrument to which OGTX is a
party or to which any of its properties or operations are
subject.
Section 1.8
Governmental Authorizations. To
the best of OGTX’s knowledge and belief, OGTX has all
licenses, franchises, permits or other governmental authorizations
legally required to enable OGTX to conduct its business in all
material respects as conducted on the date hereof. Except for
compliance with federal and state securities and corporation laws,
as hereinafter provided, no authorization, approval, consent or
order of, or registration, declaration or filing with, any court or
other governmental body is required in connection with the
execution and delivery by OGTX of this Agreement and the
consummation of OGTX of the transactions contemplated hereby. OGTX
is current with all of its reporting obligations of the Securities
Exchange Act of 1934, as amended.
Section 1.9
Tax Matters; Books & Records
(a)
The
books and records, financial and others, of OGTX are in all
material respects complete and correct and have been
maintained in accordance with good business accounting
practices; and
(b)
OGTX
has no liabilities with respect to the payment of any country,
federal, state, county, local or other taxes (including any
deficiencies, interest or penalties).
Section 1.10
Information .
The
information concerning OGTX as set forth in this Agreement is
complete and accurate in all material respects and does not contain
any untrue statement of a material fact or omit to state a material
fact required to make the statements made, in light of the
circumstances under which they were made, not
misleading.
Section 1.11
Title and Related Matters. OGTX
owns free and clear of any liens, claims, encumbrances, royalty
interests or other restrictions or limitations of any nature
whatsoever and all procedures, techniques, marketing plans,
business plans, methods of management or other information utilized
in connection with OGTX's business. No third party has any right
to, and OGTX had not received any notice of infringement of or
conflict with asserted rights of others with respect to any
product, technology, data, trade secrets, know-how, proprietary
techniques, trademarks, service marks, trade names or copyrights
which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would have a materially adverse affect
on the business, operations, financial conditions or income of OGTX
or any material portion of its properties, assets or
rights.
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
OF ADAO
As
an inducement to, and to obtain the reliance of OGTX, ADAO
represents and warrants as follows:
Section 2.1
Organization. ADAO
is a corporation duly organized, validly existing and in good
standing under the laws of Florida and has the corporate power and
is duly authorized, qualified, franchised and licensed under all
applicable laws, regulations, ordinances and orders of public
authorities to own all of its properties and assets and to carry on
its business in all material respects as it is now being conducted,
including qualification to do business as a foreign entity in the
country or states in which the character and location of the assets
owned by it or the nature of the business transacted by it requires
qualification. Annexed hereto as
Schedule 2.1 are
complete and correct copies of the articles of incorporation,
bylaws and amendments thereto of ADAO as in effect on the date
hereof. Such corporate formation documents are complete and correct
as in effect on the date hereof. The execution and delivery of this
Agreement does not and the consummation of the transactions
contemplated by this Agreement in accordance with the terms hereof
will not, violate any provision thereof. ADAO has full power,
authority and legal right and has taken all action required by law,
its charter or otherwise to authorize the execution and delivery of
this Agreement.
Section 2.2
Capitalization. The
authorized capitalization of ADAO consists of ____10,000_____
shares of common stock, $.__.01_____ par value and no preferred
shares. All issued and outstanding ADAO shares have been legally
issued and are nonassessable.
Section 2.3
Subsidiaries .
ADAO
does not have any subsidiaries and does not own, beneficially or of
record, any shares of any other corporation.
Section 2.4
Tax Matters; Books & Records
(a)
The
books and records, financial and others, of ADAO are in all
material respects complete and correct and have been
maintained in accordance with good business accounting
practices; and [Financial Statements to be
annexed].
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(b)
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ADAO
has no liabilities with respect to the payment of taxes of any kind
(including any deficiencies, interest or penalties).
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(c)
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All
material assets of ADAO are listed herein and attached as
Schedule 2.4(c) .
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(d)
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All
books and records are in auditable condition and may be audited
without incurring undue time or expense.
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Section 2.5
Information .
The
information concerning ADAO as set forth in this Agreement is
complete and accurate in all material respects and does not contain
any untrue statement of a material fact or omit to state a material
fact required to make the statements made, in light of the
circumstances under which they were made, not
misleading.
Section 2.6
Title and Related Matters. ADAO
has good and marketable title to and, except as stated herein, is
the sole and exclusive owner of all of its properties, licenses,
inventory, interests in properties and assets, real and personal
(collectively, the "Assets"), free and clear of all liens, pledges,
charges or encumbrances. ADAO owns free and clear of any liens,
claims, encumbrances, royalty interests or other restrictions or
limitations of any nature whatsoever and all procedures,
techniques, marketing plans, business plans, methods of management
or other information utilized in connection with ADAO's business.
No third party has any right to, and ADAO had not received any
notice of infringement of or conflict with asserted rights of
others with respect to any product, technology, data, trade
secrets, know-how, proprietary techniques, trademarks, service
marks, trade names or copyrights which, singly or in the aggregate,
if the subject of an unfavorable decision, ruling or finding, would
have a materially adverse affect on the business, operations,
financial conditions or income of ADAO or any material portion of
its properties, assets or rights.
Section 2.7
Litigation and Proceedings .
There
are no actions, suits or proceedings pending or, to the best of
ADAO's knowledge and belief, threatened by or against or affecting
ADAO, at law or in equity, before any court or other governmental
agency or instrumentality, domestic or foreign or before any
arbitrator of any kind that would have a material adverse effect on
the business, operations, financial condition, income or business
prospects of ADAO. ADAO does not have any knowledge of any default
on its part with respect to any judgment, order, writ, injunction,
decree, award, rule or regulation of any court, arbitrator or
governmental agency or instrumentality.
Section 2.8
Contracts. At
Closing:
(a)
ADAO
will not be a party to any contract, agreement, commitment or
instrument or subject to any charter or other corporate
restriction or any judgment, order, writ, injunction, decree
or award which materially and adversely affects, or in the
future may (as far as ADAO can now foresee) materially and
adversely affect, the business, operations, properties, assets
or conditions of ADAO; and
(b)
Other
than the agreements found in
Schedule 2.8(b) ADAO
is not a party to any material oral or written: (i) contract for
the employment of any officer or employee; (ii) profit sharing,
bonus, deferred compensation, stock option, severance pay, pension,
benefit or retirement plan, agreement or arrangement; (iii)
agreement, contract or indenture relating to the borrowing of
money; (iv) guaranty of any obligation for the borrowing of money
or otherwise, excluding endorsements made for collection and other
guaranties of obligations, which, in the aggregate exceeds $1,000;
(v) consulting or other similar contract with an unexpired term of
more than one year or providing for payments in excess of $10,000
in the aggregate; (vi) collective bargaining agreement; (vii)
contract, agreement, or other commitment involving payments by it
for more than $10,000 in the aggregate.
Section 2.9
No Conflict With Other Instruments .
The
execution of this Agreement and the consummation of the
transactions contemplated by this Agreement will not result in the
breach of any term or provision of, or constitute an event of
default under, any material indenture, mortgage, deed of trust or
other material contract, agreement or instrument to which ADAO is a
party or to which any of its properties or operations are
subject.
Section 2.10
Material Contract Defaults. To
the best of ADAO's knowledge and belief, ADAO is not in default in
any material respect under the terms of any outstanding contract,
agreement, lease or o
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