Exhibit 2.3
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT ("Agreement') made this 28th day of February
2005, by and between Medical Makeover Corporation of America, Inc., a Delaware
corporation, (the "Parent"), Aventura Makeover Corporation ("Aventura"), Garden
of Eden Skin Care, Inc.("Eden") a Florida Corporation and the individuals listed
in Exhibit A attached hereto, (the "Shareholders"), which Shareholders own of
all the issued and outstanding shares of Eden. Parent, Aventura, Shareholders
and Eden being sometimes hereinafter collectively referred to as the "Parties"
or generically as a "Party").
Preamble:
WHEREAS, the respective boards of directors of Parent, Aventura and Eden
believe it is in the best interests of each Party and their respective
stockholders that Eden becomes a wholly owned subsidiary of Aventura and, in
furtherance thereof, have approved this transaction; and
WHEREAS, Aventura is a wholly-owned subsidiary of Parent; and
WHEREAS, pursuant to the terms of this transaction, as hereinafter set
forth, among other things, all of the outstanding and reserved securities of
Eden will be acquired by Aventura and exchanged for 50,000 shares of Parent's
common stock, $0.001 par value ("Parent's common stock") and a cash payment of
twelve thousand dollars ($12,000.00), assumption of verifiable existing business
credit card debt not to exceed $3,000, with $1,000 payments made monthly
beginning in March 2005; and
WHEREAS, the Parties have mutually agreed to make certain representations
and warranties and other agreements in connection with this transaction and
their subsequent operating and business relationships; and
NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable consideration
the sufficiency of which is acknowledged, the Parties, intending to be legally
bound, hereby agree as follows:
1. EXCHANGE OF SECURITIES AND OTHER CONSIDERATION Subject to the terms and
conditions of this Agreement, the Parent agrees to issue to Shareholders Fifty
Thousand (50,000) shares of the Parent's common stock, $0.001 par value
("Parent's common stock") and a cash payment of twelve thousand dollars
($12,000.00), in exchange for Aventura acquiring 500 shares of Eden,
representing 100% of the issued and outstanding shares of Eden ("Eden's Stock"),
such that Eden shall become a wholly owned subsidiary of Aventura.
2. REPRESENTATIONS AND WARRANTIES. Parent represents and warrants to
Shareholders and Eden the following:
i. Organization, Standing and Power. Parent is a corporation duly
organized, validly existing, and in good standing under the laws of
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Florida, and has all necessary corporate powers to own properties and carry
on a business, and is duly qualified to do business and is in good standing
in Florida. A true and correct copy of its articles of incorporation and
bylaws, as amended to date, are available at the Security and Exchange
Commission's ("SEC") web site in the XXXXX archives, filed as exhibits to
the report on Form 10-KSB for the year ended 2004, and any future
modifications thereof will be filed with the Commission and will also be
available at such site.
ii. Capital. The authorized capital stock of Parent consists of
200,000,000 shares of common stock, $0.0001 par value, of which 46,996,913
are issued and outstanding, and 10,000,000 shares of preferred stock,
$0.0001 par value, none of which are issued. All outstanding shares are
fully paid and non-assessable, free of liens, encumbrances, options,
restrictions and legal or equitable rights of others not a party to this
Agreement. At closing, there will be no outstanding subscriptions, options,
rights, warrants, convertible securities, or other agreements or
commitments obligating Parent to issue or to transfer from treasury any
additional shares of its capital stock.
iii. Financial Statements. The Parent's Financial Statements comply as
to form in all Material respects with applicable accounting requirements
and with the published rules and regulations of the SEC with respect
thereto, have been prepared in accordance with generally accepted
accounting principles ("GAAP") and fairly present the consolidated
financial position of Parent at the date thereof and of its operations and
cash flows for the period then ended, subject to normal year end audit
adjustments. There has been no change in Parent's accounting policies or
estimates except as described in the notes to Parent's financial
statements. Since the date of the financial statements, there has not been
any change in the financial condition or operations of Parent, except
changes in the ordinary course of business, which changes have not in the
aggregate been materially adverse.
iv. Absence of Changes. Since the date of the financial statements,
there has not been any change in the financial condition or operations of
the Parent, except changes in the ordinary course of business, which
changes have not in the aggregate been materially adverse.
v. Liabilities. Parent does not have any debt, liability, or
obligation of any nature, whether accrued, absolute, contingent, or
otherwise, and whether due or to become due, that is not reflected on the
Parent's financial statement. Parent is not aware of any pending,
threatened or asserted claims, lawsuits or contingencies involving Parent
or its common stock.
vi. Ability to Carry Out Obligations. Parent has the right, power, and
authority to enter into and perform its obligations under this Agreement.
The execution and delivery of this Agreement by Parent and the performance
by Parent of its obligations hereunder will not cause, constitute, or
conflict with or result in (a) any breach or violation or any of the
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provisions of or constitute a default under any license, indenture,
mortgage, charter, instrument, articles of incorporation, bylaw, or other
agreement or instrument to which Parent is a party, or by which it may be
bound, nor will any consents or authorizations of any party other than
those hereto be required, (b) an event that would cause Parent to be liable
to any party, or (c) an event that would result in the creation or
imposition or any lien, charge or encumbrance on any asset of Parent or
upon the securities of Parent to be acquired by the Shareholder.
vii. Full Disclosure. None of the representations and warranties made
by the Parent contains or will contain any untrue statement of a material
fact, or omit any material fact the omission of which would be misleading.
viii. Conduct of Business. Prior to the closing, Parent shall conduct
its business in the normal course.
iv. Title. The Parent's Shares to be issued to the Shareholders will
be, at closing, free and clear of all liens, security interests, pledges,
charges, claims, encumbrances and restrictions of any kind except in
accordance with federal and state securities law requirements and
specifically Rule 144 of the federal securities rules and regulations. None
of such Parent's Stock are or will be subject to any voting trust or
agreement. There is no applicable local, state or federal law, rule,
regulation, or decree which would, as a result of the issuance of the
Parent's Stock to Shareholders, impair, restrict or delay Shareholders'
voting rights with respect to the Parent's Stock.
3. SHAREHOLDERS and Eden represent and warrant to Parent the following:
i. Organization. Eden is a corporation duly organized, validly
existing and in good standing under the laws of the State of Florida. Eden
has the corporate power to own its property and to carry on its business as
now being conducted and as proposed to be conducted by Eden. Eden has
delivered a true and correct copy of its articles of incorporation and
bylaws (or similar governing instruments), each as amended to date, to
counsel for Parent.
ii. Capital Structure. The authorized Capital Stock of Eden consists
of 500 shares of common stock, $0.001 par value, and -0- shares of
preferred stock. There are 500 shares of Eden common stock and -0- shares
of Eden preferred stock issued and outstanding, held by the persons, and in
the amounts, set forth on Schedule A. All outstanding shares of Eden common
or preferred stock are duly authorized, validly issued, fully paid and
non-assessable and not subject to preemptive rights created by statute, the
articles of incorporation or bylaws of Eden or any agreement to which Eden
is a party or is bound. Eden has no other outstanding securities or
securities reserved for issuance for any purpose, there being no other
obligations directly or indirectly obligating Eden to issue any of its
securities to any person for any purpose; and there are no other options,
warrants, calls, rights, commitments or agreements of any character to
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which Eden is a party or by which it is bound obligating Eden to issue,
deliver, sell, repurchase or redeem, or cause to be issued, delivered,
sold, repurchased or redeemed, any shares of the Eden Capital Stock or
obligating Eden to grant, extend or enter into any such option, warrant,
call, right, commitment or agreement.
iii. Subsidiaries. Eden does not have any subsidiaries, and does not
otherwise own any shares of stock or any interest in, or control, directly
or indirectly, any other corporation, partnership, association, joint
venture or business entity.
iv. Authority. Eden each has all requisite corporate power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of Eden.
v. No Conflict. The execution and delivery of this Agreement by Eden
does not, and the consummation of the transactions contemplated hereby will
not, conflict with, or result in any violation of, or default under (with
or without notice or lapse of time, or both), or give rise to a right of
termination, cancellation or acceleration of any obligation or loss of a
material benefit under (i) any provision of the articles of incorporation
or bylaws of Eden or (ii) any material mortgage, indenture, lease, contract
or other agreement or instrument, permit, concession, franchise, license,
judgment, order, decree, statute, law, ordinance, rule or regulation
applicable to Eden or its properties or assets.
vi. Governmental Consent. No consent, approval, order or authorization
of, or registration, declaration or filing with, any court, administrative
agency or commission or other governmental authority or instrumentality
("Governmental Entity"), is required by or with respect to Eden in
connection with the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby, except for such
consents, approvals, orders, authorizations, registrations, declarations
and filings as may be required under applicable state and federal
securities laws.
vii. Financial Statements. Schedule 3(vii) Eden's financial
statements. Eden's financial statements are complete and correct in all
material respects and have been prepared in accordance GAAP throughout the
periods indicated. Eden shall have its financial statements for the year
ended December 31, 2004 prepared at its earliest convenience, but no later
than March 30, 20005. Eden's financial statements present fairly the
financial condition and operating results of Eden as of the dates and
during the periods indicated therein, subject to normal year-end audit
adjustments, which will not be material in the aggregate. Eden's financial
statements comply with the requirements for material acquisitions under SEC
Regulation S-B and in a manner permitting Parent to comply with its
obligation under the Securities Act and the Exchange Act in conjunction
therewith.
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viii. No Undisclosed Liabilities. Eden represents and warrants that it
does not have any material liabilities or obligations, either accrued or
contingent (whether or not required to be reflected in financial statements
in accordance with generally accepted accounting principles), and whether
due or to become due, which individually or in the aggregate (i) have not
been reflected in Eden's balance sheet (including the notes thereto) or
(ii) have not been specifically described in this Agreement.
ix. Title of Properties, Absence of Liens and Encumbrances & Condition
of Equipment. Schedule 3(ix sets forth a true and complete list of all real
property owned and leased by Eden and the aggregate annual mortgage, rental
or other fee payable therefor or under any such lease. All deeds, titles,
leases and mortgages are in good standing, valid and effective in
accordance with their respective terms, and there is not with respect to
Eden under any of such deeds, titles, leases or mortgages, any existing
default or event of default (or event which with notice or lapse of time,
or both, would constitute a default and with respect to which Eden has not
taken adequate steps to prevent such default from occurring). Eden each
holds good and valid title to, or, in the case of leased properties and
assets, valid leasehold interests in, all of its tangible properties and
assets, real, personal and mixed, used in its business, free and clear of
any liens, charges, pledges, security interests or other encumbrances,
except as reflected in Eden's financial statements. The equipment owned or
leased by Eden are listed in Schedule 3(ix) (the "Equipment"), except
individual pieces of equipment owned by Eden with an individual value of
less than $100. The Equipment is, taken as a whole, in good operating
condition and regularly and properly maintained, reasonable wear and tear
excepted.
x. Litigation. Eden does not have any suits, actions, legal,
administrative, arbitration or other proceedings or governmental
investigations or any other claims, pending or threatened or which Eden
expects will ultimately be threatened or commenced.
xi. Minute Books. The minute book of Eden made available to Parent
contains a complete and accurate summary of all meetings of directors and
stockholders since the time of incorporation of Eden, and reflect all
transactions referred to in such minutes accurately in all material
respects.
xii. Regulation SB Disclosure Document. The information supplied by
Eden responding to each Item in SEC Regulation S-B (other than Items 201,
501, 502, 506, 512 and, to the extent of audit requirements, Item 310)
annexed hereto as Exhibit 2.11 (the "Regulation S-B Disclosure Documents"),
part of which must be included in a current report on Commission Form 8-K
to be filed by Parent within four (4) days after the Closing Date, as well
as in all other reports which Parent files thereafter pursuant to the
Exchange Act, will not contain any statement which, at such time and in
light of the circumstances under which it is made, is false or misleading
with respect to any Material fact, or will omit to state any Material fact
necessary in order to make the statements made therein not false or
misleading or omit to state any Material fact necessary to correct any
statement which has become false or misleading.
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4. INVESTMENT INTENT. Each of Eden's Shareholders hereby represents and
warrants that he, she or it:
i. Has had access through the SEC's Internet web site at xxx.xxx.xxx,
in the XXXXX Archives sub-cite, to all of Parent's reports filed with the
SEC during the past two fiscal years, has reviewed all such reports and
has, either directly or through a representative, been granted access to
all of Parent's officers and directors, and to all officers and directors
of Parent's operating subsidiaries, for purposes of providing all
disclosure required under applicable federal and state securities laws in
conjunction with the exchange contemplated by this Agreement;
ii. Has been advised that: (1) The securities to be issued to them by
Parent in exchange for their shares of Eden's Stock have not been
registered under the Securities Act, the Exchange Act or any comparable
state securities laws, but rather are being issued in reliance on the
exemption from registration under the Securities Act provided by Section
4(2) thereof; (2) All certificates for their Parent's Stock will bear
legends restricting any transactions therein, directly or indirectly,
unless the Parent's Stock are first registered under applicable federal and
state securities laws or the proposed transaction is exempt from such
registration requirements, and such facts are demonstrated to the
satisfaction of Parent and its legal counsel, based on such third party
legal opinions, affidavits and transfer agency procedures as Parent will
reasonably require; and (3) Parent's transfer agent has been instructed to
decline transfers of certificates for their shares of Parent's common
stock, unless the foregoing requirements have been met and have been
confirmed as having been met by a duly authorized officer of Parent.
iii. Has independently determined through his, her or its own legal
counsel, that all requirements of their states of domicile for the issuance
of the shares of Parent's common stock called for by this Agreement have
been met, or will have been met, prior to Closing.
5. CONDITIONS TO CLOSING.
i. During the period from the date of this Agreement and continuing
until the earlier of the termination of this Agreement or the Closing, as
the case may be, the Parties agree (except to the extent that the Parties
will otherwise consent in writing), that they will promptly notify the
other of any event or occurrence or emergency which is not in the ordinary
course of business and which is Material and adverse to the business of the
respective Parties.
6. CLOSING. The Closing Date and time of this transaction will be the date
and time on which the Closing of this Agreement is consummated, which shall, in
any event, take place on or before March 1, 2005, unless the Parties agree in
writing to further extend the Closing Date.
i. At the Closing the Parties will exchange all closing documentation,
certificates, resolutions, exhibits, schedules and opinions called for by
this Agreement, and
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ii. All of Eden's Stock will be exchanged for the Parent's Stock, as
specified above; provided that delivery of the certificates for the shares
of Parent's Stock will be made directly to the Shareholder by the Parent's
stock transfer agent as soon as practicable after the Closing.
7. DOCUMENTS TO BE DELIVERED AT CLOSING.
i. By the Parent and Aventura
(1) Board of Directors Minutes authorizing the issuance of a
certificate or certificates for 50,000 Parent's Shares,
registered in the names of the Shareholders based upon their
holdings in Eden as agreed to on Exhibit A.
(2) Board of Directors Minutes of Parent and Aventura
respectively authorizing the transaction and this Agreement.
(3) A cashier's check or bank check made payable to Garden of
Eden Skin Care, Inc. in the amount of Twelve Thousand
dollars ($12,000).
ii. By the Shareholder and Eden
(1) Delivery to Parent, or to its Transfer Agent, the
certificates representing 100% of the issued and outstanding
stock of Eden.
(2) Consents signed by all the shareholders of Eden consenting
to the terms of this Agreement.
(3) Audited financial statements in form and substance, and
prepared in accordance with, rules and regulations of the
SEC and meeting the filing requirements for a transaction of
this type.
(4) All of the business and corporate records of Eden, including
but not limited to correspondence files, bank statements,
checkbooks, savings account books, minutes of shareholder
and directors meetings, financial statements, shareholder
listings, stock transfer records, agreements and contracts.
8. REMEDIES.
i. Arbitration. Any controversy or claim arising out of, or relating
to, this Agreement, or the making, performance, or interpretation thereof,
shall be settled by arbitration in Palm Beach County, Florida in accordance
with the Rules of the American Arbitration Association then existing, and
judgment on the arbitration award may be entered in any court having
jurisdiction over the subject matter of the controversy.
9. Termination, Amendment and Waiver
i. Termination. This Agreement may be terminated and this transaction
abandoned at any time prior to the Closing Date, as follows:
(A) By mutual consent of the Parties.
(B) By the non-breaching Party if it is not in Material breach
of its obligations under this Agreement and there has been a
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Material breach of any representation, warranty, covenant or
agreement contained in this Agreement on the part of a
breaching Party and such breach has not been cured within 10
days after notice to the breaching Party.
(C) By any Party if: the Closing has not occurred by March 15,
2005; there is an order of a federal or state court in
effect preventing consummation of the transaction; or there
will be any action taken, or any statute, rule, regulation
or order enacted, promulgated or issued or deemed applicable
to the transaction by any Governmental Entity which would
make consummation of the transaction illegal.
(D) Where action is taken to terminate this Agreement pursuant
to this Section 9, it will be sufficient for such action to
be authorized by the board of directors (as applicable) of
the Party taking such action.
ii. Effect of Termination. In the event of termination of this
Agreement as provided in Section 9, this Agreement will immediately become
null and void and there will be no liability or obligation on the part of
any Party or their respective officers, directors or stockholders, except
if such termination results from the breach by a Party of any of its
representations, warranties, covenants or agreements set forth in this
Agreement.
iii. Amendment. This Agreement may be amended by the Parties at any
time before or after approval of matters presented in connection with the
Closing by the stockholders of those Parties required by applicable law to
so approve but, after any such stockholder approval, no amendment will be
made which by law requires the further approval of stockholders of a party
without obtaining such further approval. This Agreement may not be amended
except by an instrument in writing signed on behalf of each of the Parties.
iv. Extension & Waiver. At any time prior to the Closing any Party
may, to the extent legally allowed: (1) extend the time for the performance
of any of the obligations or other acts of the other Parties; (2) waive any
inaccuracies in the representations and warranties made to such party
contained herein or in any document delivered pursuant hereto; or (3) waive
compliance with any of the agreements or conditions for the benefit of such
Party contained herein. Any agreement on the part of a Party to any such
extension or waiver will be valid only if set forth in an instrument in
writing signed on behalf of such Party.
10. Additional Agreements.
i. Report on Form 8-K.
(A) Within four (4) days following the Closing Date, Parent,
with the assistance and cooperation of Eden's current
officers, auditors, employees and legal counsel, will
prepare and file with the SEC a current report on Commission
Form 8-K (the "8-K Report") disclosing the transaction and
containing information concerning Eden required by SEC
Regulation S-B.
(B) The Parties will use their best efforts to secure the SEC's
acceptance of Eden's audited financial statements, as
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complying with the requirements of Regulation S-B, and Eden
will make any modifications to its financial statements
suggested by the SEC; and, if required, will use best
efforts to secure from the SEC required extensions of time
in which to provide materials complying with SEC Regulation
S-B, if necessary.
ii. Consent of Eden's Shareholders. Because each Eden Shareholder has
independently made the decision to exchange all of his, her or its Eden
Stock for Parent's Stock, no formal stockholder action by Eden will be
required in conjunction with authorization of this Agreement or the
Closing; however, each Eden Shareholder must have become a party to this
Agreement.
iii. Access to Information. Eden will afford Parent and its
accountants, counsel and other representatives, reasonable access during
normal business hours during the period prior to the Closing to all of its
properties, books, contracts, commitments, internal financial statements
and records; and other information concerning the business, properties and
personnel of Eden as Parent may reasonably request.
iv. Confidentiality.
(A) From the date hereof to and including the Closing Date, the
Parties will maintain, and cause their directors, employees,
agents and advisors to maintain, in confidence and not
disclose or use for any purpose, except the evaluation of
the transactions contemplated hereby and the accuracy of the
respective representations and warranties of the Parties
contained herein, information concerning the other Parties
and obtained directly or indirectly from such Parties, or
their directors, employees, agents or advisors, or as was in
the possession of such Party prior to obtaining such
information from such other Party as to which the fact of
prior possession such possessing Party will have the burden
of proof and such information as is or becomes:
(1) Available to the non-disclosing Party from third
parties not subject to an undertaking of confidentiality or
secrecy;
(2) Generally available to the public other than as a
result of a breach by the non-disclosing party hereunder; or
(3) Required to be disclosed under applicable law.
(B) In the event that the transactions contemplated hereby will
not be consummated, all such information which will be in
writing will be returned to the Party furnishing the same,
including to the extent reasonably practicable, copies or
reproductions thereof which may have been prepared.
v. Expenses. Whether or not the transaction is consummated, all
expenses incurred in connection with the transaction and this Agreement
will be the sole obligation of the Party incurring such expenses.
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vi. Public Disclosure. Unless otherwise required by law, prior to the
Closing Date no disclosure (whether or not in response to an inquiry) of
the subject matter of this Agreement will be made by any Party unless
approved by all Parties prior to release, provided that such approval will
not be unnecessarily withheld, subject, in the case of Parent, to Parent's
obligation to comply with applicable securities laws.
vii. Legal Requirements. The Parties will take all reasonable actions
necessary to comply promptly with all legal requirements which may be
imposed on them with respect to the consummation of the transactions
contemplated by this Agreement and will promptly cooperate with and furnish
information to any Party in connection with any such requirements imposed
upon such other Party in connection with the consummation of the
transactions contemplated by this Agreement and will take all reasonable
actions necessary to obtain (and will cooperate with the other Parties in
obtaining) any consent, approval, order or authorization of, or any
registration, declaration or filing with, any Governmental Entity or other
person, required to be obtained or made in connection with the taking of
any action contemplated by this Agreement.
11. Miscellaneous.
i. Interpretation. When a reference is made in this Agreement to
Schedules or Exhibits, such reference will be to a Schedule or Exhibit to
this Agreement unless otherwise indicated. The words "include," "includes"
and "including" when used herein will be deemed in each case to be followed
by the words "without limitation." The headings contained in this Agreement
are for reference purposes only and will not affect in any way the meaning
or interpretation of this Agreement. The captions in this Agreement are for
convenience and reference only and in no way define, describe, extend or
limit the scope of this Agreement or the intent of any provisions hereof.
All pronouns and any variations thereof will be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the
Party or Parties, or their personal representatives, successors and assigns
may require. The Parties agree that they have been represented by counsel
during the negotiation and execution of this Agreement (or waive its right
to such representation) and, therefore, waive the application of any law,
regulation, holding or rule of construction providing that ambiguities in
an agreement or other document will be construed against the party drafting
such agreement or document.
ii. No oral change. This Agreement and any provision hereof, may not
be waived, changed, modified, or discharged orally, but only by an
agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, or discharge is sought.
iii. Non Waiver. Except as otherwise provided herein, no waiver of any
covenant, condition, or provision of this Agreement shall be deemed to have
been made unless expressly in writing and signed by the party against whom
such waiver is charged; and (I) the failure of any party to insist in any
one or more cases upon the performance of any of the provisions, covenants,
or conditions of this Agreement or to exercise any option herein contained
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shall not be construed as a waiver or relinquishment for the future of any
such provisions, covenants, or conditions, (ii) the acceptance of
performance of anything required by this Agreement to be performed with
knowledge of the breach or failure of a covenant, condition, or provision
hereof shall not be deemed a waiver of such breach or failure, and (iii) no
waiver by any party of one breach by another party shall be construed as a
waiver with respect to any other or subsequent breach.
iv. Time of Essence. Time is of the essence of this Agreement and of
each and every provision hereof.
v. Entire Agreement.This Agreement contains the entire Agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings.
vi. Counterparts. This Agreement may be executed simultaneously in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Execution by
exchange of facsimile transmission will be deemed legally sufficient to
bind the signatory; however, the Parties will, for aesthetic purposes,
prepare a fully executed original version of this Agreement which will be
the document filed with the Commission.
vii. Notices. All notices, requests, demands, and other communications
under this Agreement shall be in writing and shall be deemed to have been
duly given on the date of service if served personally on the party to whom
notice is to be given, or on the third day after mailing if mailed to the
party to whom notice is to be given, by first class mail, registered or
certified, postage prepaid, and properly addressed, and by fax, as follows:
Parent & Aventura: Medical Makeover Corporation of America, Inc.
000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
COPY TO: Xxxxxxx X. Xxxxxxx, Esq.
Xxxxxx, Xxxxxxx & Xxxxx, LLP
0000 X. Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
Eden/Shareholder: Xxx Xxxxx Xxxx
000 XX 000xx Xxxxxx
Xxxxx, Xx 00000
viii. Further Assurances. The Parties agree to do, execute,
acknowledge and deliver or cause to be done, executed, acknowledged or
delivered and to perform all such acts and deliver all such deeds,
assignments, transfers, conveyances, powers of attorney, assurances, stock
certificates and other documents, as may, from time to time, be required
herein to effect the intent and purpose of this Agreement.
ix. Benefit of Agreement. The terms and provisions of this Agreement
will be binding upon and inure to the benefit of the Parties, their
successors, assigns, personal representatives, estate, heirs and legatees
but are not intended to confer upon any other person any rights or remedies
hereunder.
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x. Indemnification. Each Party hereby irrevocably agrees to indemnify
and hold the other Parties harmless from any and all liabilities and
damages (including legal or other expenses incidental thereto), contingent,
current, or inchoate to which they or any one of them may become subject as
a direct, indirect or incidental consequence of any action by the
indemnifying Party or as a consequence of the failure of the indemnifying
Party to act, whether pursuant to requirements of this Agreement or
otherwise. In the event it becomes necessary to enforce this indemnity
through an attorney, with or without litigation, the successful Party will
be entitled to recover from the indemnifying Party, all costs incurred
including reasonable attorneys' fees throughout any negotiations, trials or
appeals, whether or not any suit is instituted.
xi. Severability. If any provision or any portion of any provision of
this Agreement, other than one of the conditions precedent or subsequent,
or the application of such provision or any portion thereof to any person
or circumstance will be held invalid or unenforceable, the remaining
portions of such provision and the remaining provisions of this Agreement
or the application of such provision or portion of such provision as is
held invalid or unenforceable to persons or circumstances other than those
to which it is held invalid or unenforceable, will not be affected thereby.
xii. Survival. The several representations, warranties and covenants
of the Parties contained herein will survive the execution hereof and the
Closing and will be effective regardless of any investigation that may have
been made or may be made by or on behalf of any Party.
IN WITNESS WHEREOF, the undersigned have executed this Agreement this 15th
day of February, 2005.
MEDICAL MAKEOVER CORPORATION AVENTURA MAKEOVER CORPORATION
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxx Xxxxx
-------------------------- --------------------------
Its: President and CEO Its: President and CEO
GARDEN OF EDEN SKIN CARE AND WELLNESS CENTER
/s/ Xxx Xxxxx Xxxx
--------------------------
By: Xxx Xxxxx Xxxx
Its: President
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EXHIBIT "A"
SELLER CORPORATION
A FLORIDA CORPORATION
SHAREHOLDER LIST AND CONSENT
The undersigned shareholder agrees and consents to the terms and conditions
of the Agreement For The Exchange Of Common Stock and agrees to be bound by the
terms and conditions thereof. My signature hereto constitutes my consent
thereto.
/s/ Xxx Xxxxx Xxxx 100% - 500
------------------------------------- ------------------------
Name: Xxx Xxxxx Xxxx # of Shares
13
