SHARE EXCHANGE AGREEMENT
Exhibit 10.1
THIS SHARE EXCHANGE AGREEMENT, dated as of February 4, 2016 (the “Agreement”), is entered
into by and between MOBETIZE CORP., a Nevada corporation (the “Company”), and Xxxx Xxxx (the
“Stockholder”).
WITNESSETH:
WHEREAS, Stockholder is the owner of an aggregate of Eight Million Six Hundred and Forty Six
Thousand Four Hundred and Eighty One (8,646,481) shares of common stock, par value $0.001 per share
(the “Common Stock”), of the Company;
WHEREAS, Stockholder wishes to exchange Four Million Five hundred and Sixty Five Thousand
(4,565,000) shares of Common Stock of the Company for an aggregate of Four Million Five hundred and
Sixty Five Thousand (4,565,000) shares of Series A Preferred Stock, par value $0.001 per share (the
“Series A Preferred Stock”), of the Company on a 1-for-1 basis (i.e., 1 share of Series A Preferred Stock
for each share of Common Stock) (the “Share Exchange”); and
WHEREAS, Stockholder and the Company wish to effectuate the Share Exchange pursuant to Section
3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).
NOW, THEREFORE, in consideration for the foregoing, the parties hereto agree as follows:
1.
Stockholder and the Company hereby agree to exchange Four Million Five hundred and Sixty Five
Thousand (4,565,000) shares of Common Stock (the “Common Shares”) held by Stockholder for Four
Million Five hundred and Sixty Five Thousand (4,565,000) shares of Series A Preferred Stock (the
“Preferred Shares”) of the Company pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended
(the “Securities Act”).
2.
Concurrently with the execution and delivery of this Agreement, Stockholder shall deliver to the
Company one or more certificates evidencing the Common Shares, with duly endorsed Stock Power(s), for
cancellation and return to the Company’s authorized share capital and the Company shall promptly issue
one or more certificates evidencing the Preferred Shares to Stockholder.
3.
Stockholder represents and warrants to, and covenants and agrees with the Company as follows:
a.
Stockholder is authorized to enter into this Agreement and to consummate the Share
Exchange.
b.
Stockholder has not given anything nor will give anything in exchange for the Preferred
Shares other than the Shares.
c.
Stockholder is exchanging the Shares for the Preferred Shares for its own account for
investment only and not with a view towards the public sale or distribution thereof and not
with a view to or for sale in connection with any distribution thereof.
d.
Stockholder is (i) an “accredited investor” as defined under Rule 501(a) of Regulation D
promulgated under the Securities Act, and (ii) experienced in making investments of the
kind described in this Agreement and the related documents, (iii) able to protect its own
interests in connection with the transactions described in this Agreement, and the related
documents, and (iv) able to afford the entire loss of its investment in the securities of the
Company.
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Exhibit 10.1
4.
Stockholder and the Company hereby represent and warrant that no commission or other
remuneration has been paid or given directly or indirectly for the solicitation of the Share Exchange.
5.
The Company represents and warrants that it is authorized to enter into this Agreement and to
consummate the Share Exchange and that the Preferred Shares, when issued in accordance with this
Agreement, shall be fully paid, validly issued, and non-assessable, and not subject to any pre-emptive rights
or any liens, claims, equities, encumbrances, or security interests or any restrictions on the transfer thereof
other than those set forth in this Agreement, the Certificate of Designations of the Series A Preferred Stock
of Mobetize Corp. or imposed by law.
6.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of
Nevada. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto.
This Agreement may be signed in one or more counterparts, each of which shall be deemed an original.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the
interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in
any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction.
This Agreement may be amended only by an instrument in writing signed by the party to be charged with
enforcement. This Agreement, and the Common Shares attached hereto, contains the entire agreement of
the parties with respect to the subject matter hereto, superseding all prior agreements, understandings or
discussions.
7.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same instrument. Telecopied or email
(via PDF) signatures shall be deemed to have the same effect as an original.
IN WITNESS WHEREOF, the Company and Stockholder have caused this Agreement to be executed
by their duly authorized representatives on the date as first written above.
MOBETIZE CORP.
By: /s/ Malik Ladki
Malik Ladki
Chairman of the Board of Directors
on behalf of the Board of Directors
STOCKHOLDER:
/s/ Xxxx Xxxx
Xxxx Xxxx
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