AGREEMENT
THIS AGREEMENT (“Agreement”) is made this 19th day of February, 2016, by and between 800 Commerce, Inc., a Florida corporation (“ETHG”), Petrogres Co. Limited, a Marshall Islands Corporation (“PETRO”), and the security holders of PETRO (the “PETRO Security Holders”) who are listed on Schedule 1.1 hereto and have executed a Shareholder Consent in the form attached as Exhibit A hereto. ETHG, PETRO and the PETRO Security Holders are collectively referred to herein as the “Parties”.
WHEREAS , ETHG is a publicly-owned Florida corporation with 90,000,000 shares of authorized common stock (which will be increases to 500,000,000 Shares prior to closing), par value $0.001 per share, of which, as of February 19 th 2016, there are 24,000,000 issued and outstanding shares of ETHG (non-inclusive of certain convertible securities more particularly described in Schedule 3.2 ), and ETHG is quoted on the Over-the-Counter Bulletin Board (the “OTCBB”) and on the OTC Pink tier of the OTC Markets under the symbol “ETHG”;
WHEREAS , ETHG desires to acquire all of the issued and outstanding common stock of PETRO from the PETRO Security Holders in exchange for newly issued unregistered shares of common stock of ETHG and
WHEREAS , all of the PETRO Security Holders, by execution of Exhibit A hereto, agree to exchange all shares of common stock they hold in PETRO for 136,000,000 newly issued shares of common stock of ETHG (the “Exchange Common Shares”), which Exchange Common Shares shall constitute 85%, on a fully diluted basis, of the outstanding common stock of ETHG on the date hereof (including certain convertible securities more particularly described in Schedule 3.2 ), and . The Exchange Common Shares referred to herein as the “Exchange Shares”) ;
NOW, THEREFORE , in consideration of the mutual promises, covenants and representations contained herein, the parties hereto agree as follows:
ARTICLE I
Exchange of Securities
1.1 Issuance of Securities . Subject to the terms and conditions of this Agreement, ETHG agrees to issue the Exchange Shares as fully paid and non-assessable unregistered shares of ETHG’s $.001 par value common stock for all the issued and outstanding shares of the $1.00 par value common stock of PETRO held by the PETRO Security Holders. All Exchange Shares will be issued directly to the PETRO Security Holders on the date the transaction contemplated by this Agreement closes as set forth in Section 7.1, pursuant to the allocation set forth in Schedule 1.1 .
1.2 Exemption from Registration . The parties hereto intend that all of the Exchange Shares to be issued to the PETRO Security Holders shall be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) and/or Rule 506 under the Securities Act and rules and regulations promulgated thereunder. In furtherance thereof, each of the PETRO Security Holders will have executed and delivered to ETHG on the Closing Date their consent to this Agreement as set forth in Exhibit A hereto and a customary investment representation letter.
1.3 ETHG Common Stock Outstanding . ETHG has 24,000,000 shares currently outstanding (the “ETHG Outstanding Shares”) (non-inclusive of certain shares issuable upon the conversion or exercise of certain derivative securities outstanding as of the date hereof as more particularly described in Schedule 3.2) . Immediately following the closing of the Agreement, the PETRO security holders will hold 136,000,000 shares of ETHG restricted common stock, which shall constitute 85%, on a fully diluted basis, of the outstanding common stock of ETHG on the date hereof.
