SHARE EXCHANGE AGREEMENT
This
Agreement, entered into this 25th day of October 2005, between Paloma
Enterprises Inc., a corporation organized under the laws of the State of
Nevada
(the "Purchaser"), and the Shareholders (the “Shareholders") of Party
Productions Rentals Inc. incorporated in the state of California (the
"Company").
Witnesseth:
WHEREAS,
Purchaser wishes to acquire, and Shareholders are willing to exchange, all
of
the outstanding stock of the Company in exchange for common stock of the
Purchaser;
NOW,
THEREFORE, in consideration of the mutual terms and covenants set forth
herein, Purchaser and Shareholders approve and adopt this Acquisition Agreement
and mutually covenant and agree with each other as follows:
ARTICLE
I
Shares
to be Transferred and Shares to be Issued
1.
a.
On the closing date
the Shareholders shall transfer to Purchaser certificates for the number
of
shares of the common stock of the Company described in Schedule "A" , attached
hereto and incorporated herein, which in the aggregate shall represent all
of
the issued and outstanding shares of stock of the Company. Such certificates
shall be duly endorsed in blank by Shareholders or accompanied by duly executed
stock powers in blank with signatures guaranteed. Alternatively, the
shareholders may assign their rights to the shares if the shares have not
been
physically issued in the form of stock certificates, or if the certificates
have
been lost.
b.
In exchange for
the transfer of the common stock of the Company pursuant to sub-section 1.a.
hereof, Purchaser shall on the closing date and contemporaneously with such
transfer of the common stock of the Company to it by the Shareholders, or
rights
thereto, issue and deliver to the Shareholders the number of shares of common
stock of the Purchaser specified on Schedule "B" hereof.
2. The
parties intend that this acquisition and exchange of shares is to be a “tax
free” exchange/transaction pursuant to Section 368(a)(1)(b) of the Internal
Revenue Code of the United States.
ARTICLE
II
Representations
and Warranties of Shareholders
2.01 Ownership
of
Stock.
.1. Shareholders
are the record owners and holders of the number of fully paid and non-assessable
shares of the Company listed in Schedule "A" hereto as of the date hereof
and
will continue to own such shares of the stock of the Company until the delivery
thereof to the Purchaser on the closing date and all such shares of stock
are or
will be on the closing date owned free and clear of all liens, encumbrances,
charges and assessments of every nature and subject to no restrictions with
respect to transferability. The Shareholders will have full power and authority
to assign and transfer their shares of the Company in accordance with the
terms
hereof.
ARTICLE
III
Representations
and Warranties of the Company and the Shareholders
3.01 Capitalization
Except
for this Agreement, there are no outstanding options, contracts, calls,
commitments, agreements or demands of any character relating to the stock
of the
Company owned by Shareholders.
3.02 Organization
and
Authority.
(a) The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of California, with all requisite corporate power
and authority to own, operate and lease its properties and to carry on its
business as now being conducted, is duly qualified and in good standing in
every
jurisdiction in which the property owned, leased or operated by it, or the
nature of the business conducted by it, makes such qualification necessary
to
avoid material liability or material interference in its business operations,
and is not subject to any agreement, commitment or understanding which restricts
or may restrict the conduct of its business in any jurisdiction or location.
(b) The
outstanding shares of the
Company are legally and validly issued, fully paid and
non-assessable.
(c) The
Company does not own five
percent (5%) or more of the outstanding stock of any corporation.
(d) The
minute book of the Company
made available to Purchaser contains complete and accurate records of all
meetings and other corporate actions of the shareholders and the Board of
Directors (and any committee thereof) of the Company.
(e) The
minute book contains a
current list of the officers, directors and shareholders of the Company and
copies of the articles of incorporation and by-laws currently in effect of
the
Company.
(f) The
execution and delivery of
this Agreement does not, and the consummation of the transaction contemplated
hereby will not, subject to the approval and adoption by the Shareholders
of the
Company, violate any provision of the certificate/articles of incorporation
or
bylaws of the Company, or any provisions thereof, or result in the acceleration
of any obligation under, any mortgage, lien, lease, agreement, instrument,
court
order, arbitration award, judgment or decree to which the Company is a party,
or
by which it is bound, and will not violate any other restriction of any kind
or
character to which it is subject.
(g) The
authorized capital stock of the Company consists of the following:
Common
Stock. The Company has authorized 100,000 shares of common stock, no
par value, of which 100,000 shares of such stock will be issued and
outstanding at the time of closing.
3.03 Financial
Statements.
(a) Un-audited
financial statements
(hereafter "financial statements") of the Company have been delivered by
the
Company to the Purchaser. Said financial statements are true and correct
in all
material respects and present an accurate and complete disclosure of the
financial condition of the Company as of its date and for the periods
covered.
(b) All
accounts receivable, if any, (net
of reserves for doubtful accounts) of the Company shown on the books of account
on the statement date and as incurred in the normal course of business since
that date, are collectible in the normal course of business.
(c) The
Company has good and marketable
title to all of its assets, business and properties including, without
limitation, all such properties reflected in the balance sheet as of the
statement date except as disposed of in the normal course of business, free
and
clear of any mortgage, lien, pledge, charge, claim or encumbrance, except
as
shown on said balance sheet as of the statement date and, in the case of
real
properties except for rights-of-way and easements which do not adversely
affect
the use of such property.
3.04 Changes
Since the Statement Date. Since the financial statement date, there will not
have been any material negative change in the financial position or assets
of
the Company.
3.05 Liabilities.
To the
best of the knowledge of management, there are no material liabilities of
the
Company, whether accrued, absolute, contingent or otherwise, which arose
or
relate to any transaction of the Company, its agents or servants occurring
prior
to the statement date, which are not disclosed by or reflected in said financial
statements. There are no such liabilities of the Company which have arisen
or
relate to any transaction of the Company, its agents or servants, occurring
since the statement date, other than normal liabilities incurred in the normal
conduct of the business of the Company, and none of which have a material
adverse effect on the business or financial condition of the Company. As
of the
date hereof, there are no known circumstances, conditions, happenings, events
or
arrangements, contractual or otherwise, which may hereafter give rise to
liabilities, except in the normal course of business of the Company.
3.06 Taxes.
All federal,
foreign, county and local income, excise, profits, franchise, occupation,
property, sales, use gross receipts and other taxes (including any interest
or
penalties relating thereto) and assessments which are due and payable have
been
duly reported, fully paid and discharged as reported by the Company, and
there
are no unpaid taxes which are, or could become a lien on the properties and
assets of the Company, except as provided for in the financial statements
of
their date, or have been incurred in the normal course of business of the
Company since that date. All tax returns of any kind required to be filed
have
been filed and the taxes paid or accrued.
3.07 Accuracy
of All Statements
Made by Company. No representation or warranty by the Company and
Shareholders in this Agreement, nor any statement, certificate, schedule
or
exhibit hereto furnished or to be furnished by or on behalf of the Shareholders
pursuant to this Agreement, nor any document or certificate delivered to
Purchaser pursuant to this Agreement or in connection with actions contemplated
hereby, contains or shall contain any untrue statement of material fact or
omits
or shall omit a material fact necessary to make the statement contained therein
not misleading.
ARTICLE
IV
Representations
and Warranties of Purchaser
Purchaser
represents and warrants as
follows:
4.01 Organization
and
Authority.
The
Purchaser is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada, with full power and authority to enter
into and perform the transactions contemplated by this Agreement, and with
all
requisite corporate power and authority to own, operate and lease its properties
and to carry on its business as now being conducted, is duly qualified and
in
good standing in every jurisdiction in which the property owned, leased or
operated by it, or the nature of the business conducted by it, makes such
qualification necessary to avoid material liability or material interference
in
its business operations, and is not subject to any agreement, commitment
or
understanding which restricts or may restrict the conduct of its business
in any
jurisdiction or location. The Purchaser is presently qualified to do business
in
Nevada.
(a) The
outstanding shares of the Purchaser are legally and validly issued, fully
paid
and non-assessable.
(b) The
minute book of the Purchaser made available to the Company and Shareholders
contains complete and accurate records of all meetings and other corporate
actions of the shareholders and the Board of Directors (and any committee
thereof) of the Purchaser.
(c) The
minute book contains a list of the officers, directors and shareholders of
the
Purchaser and copies of the articles of incorporation and by-laws currently
in
effect of the Purchaser.
(d) The
execution and delivery of this Agreement does not, and the consummation of
the
transaction contemplated hereby will not violate any provision of the articles
of incorporation or bylaws of the Purchaser, or any provisions thereof, or
result in the acceleration of any obligation under, any mortgage, lien, lease,
agreement, instrument, court order, arbitration award, judgment or decree
to
which the Purchaser is a party, or by which it is bound, and will not violate
any other restriction of any kind or character to which it is
subject.
(e) The
authorized capital stock of the Purchaser is six million (6,000,000) shares
of
common stock, $0.001 par value, of which approximately 11,000,000 shares
of such
stock will be issued and outstanding at the time of closing. On closing,
the
Purchaser will authorize and effect the transfer of 6,000,000 shares in
connection with this Acquisition.
(h)
Purchaser represents that at the time of closing it has taken all necessary
steps to comply with all applicable state and federal securities laws and
regulations and that, to the knowledge of the Purchaser, at the time of closing,
there is no litigation, arbitration, governmental or other proceeding (formal
or
informal), claim or investigation pending or threatened, with respect to
the
Purchasers compliance with any and all applicable securities laws and
regulations.
4.02 Performance
of This
Agreement. The execution and performance of this Agreement and the issuance
of stock contemplated hereby, including stock that may be issued upon the
exercise of any option agreements, has been authorized by the board of directors
of Purchaser.
4.03 Changes
Since Date of
Financial Statements. Since the date of the financial statements, except as
disclosed in writing, there has not been any material change in the financial
position or assets of the Purchaser.
4.04 Accuracy
of All Statements Made by Purchaser. No representation or warranty by the
Purchaser in this Agreement, nor any statement, certificate, schedule or
exhibit
hereto furnished or to be furnished by the Purchaser pursuant to this Agreement,
nor any document or certificate delivered to the Company or the Shareholders
pursuant to this Agreement or in connection with actions contemplated hereby,
contains or shall contain any untrue statement of material fact or omits
or
shall omit a material fact necessary to make the statement contained therein
not
misleading.
4.05 Legality
of Shares to be
Issued. The shares of common stock of Purchaser to be delivered pursuant to
this Agreement, when so delivered, will have been duly and validly authorized
and issued by Purchaser and will be fully paid and non-assessable.
4.06 No
Covenant as to Tax
Consequences. It is expressly understood and agreed that neither Purchaser
nor its officers or agents has made any warranty or agreement, expressed
or
implied, as to the tax consequences of the transactions contemplated by this
Agreement or the tax consequences of any action pursuant to or growing out
of
this Agreement.
ARTICLE
V
Covenants
of Shareholders
5.01 Access
to Information.
Purchaser and its authorized representatives shall have full access during
normal business hours to all properties, books, records, contracts and documents
of the Company, and the Company shall furnish or cause to be furnished to
Purchaser and its authorized representative all information with respect
to its
affairs and business of the Company as Purchaser may reasonably
request.
5.02 Actions
Prior to
Closing. From and after the date of this Agreement and until the closing
date, the Company shall not materially alter its business.
ARTICLE
VI
Conditions
Precedent to Purchaser's Obligations
Each
and every obligation of Purchaser
to be performed on the closing date shall be subject to the satisfaction
of the
Purchaser of the following conditions:
6.01 Truth
of Representations
and Warranties. The representations and warranties made by the Company and
Shareholders in this Agreement or given on its behalf hereunder shall be
substantially accurate in all material respects on and as of the closing
date
with the same effect as though such representations and warranties had been
made
or given on and as of the closing date.
6.02 Compliance
with
Covenants. Shareholders shall have performed and complied with all
obligations under this Agreement which are to be performed or complied with
by
them prior to or on the closing date, including the delivery of the closing
documents specified hereafter.
6.03 Absence
of Suit. No
action, suit or proceedings before any court or any governmental or regulatory
authority shall have been commenced or threatened and, no investigation by
any
governmental or regulatory authority shall have been commenced, against the
Shareholders, the Company or any of the affiliates, associates, officers
or
directors of any of them, seeking to restrain, prevent or change the
transactions contemplated hereby, or questioning the validity or legality
of any
such transactions, or seeking damages in connection with any of such
transactions.
6.04 Receipt
of Approvals,
Etc. All approvals, consents and/or waivers that are necessary to effect
the
transactions contemplated hereby shall have been received.
6.05 No
Material Adverse
Change. Other than as disclosed in writing, as of the closing date there
shall not have occurred any material adverse change which materially impairs
the
ability of the Company to conduct its business or the earning power thereof
on
the same basis as in the past.
6.06 Accuracy
of Documents.
Purchaser and its representatives shall be satisfied as to the accuracy of
all
balance sheets, statements of income and other financial statements of the
Company furnished to Purchaser herewith.
6.07 Proceedings
and
Instruments Satisfactory; Certificates. All proceedings, corporate or
otherwise, to be taken in connection with the transactions contemplated by
this
Agreement shall have occurred and all appropriate documents incident thereto
as
Purchaser may request shall have been delivered to Purchaser. The Company
and
the Shareholders shall have delivered certificates in such detail as Purchaser
may request as to compliance with the conditions set forth in this Article
6.
ARTICLE
VII
Conditions
Precedent to Obligations
of
the Company and Shareholders
Each
and every obligation of the
Company and shareholders to be performed on the closing date shall be subject
to
the satisfaction prior thereto of the following conditions:
7.01 Truth
of Representations
and Warranties. The representations and warranties of Purchaser contained in
this Agreement shall be true at and as of the closing date as though such
representations and warranties were made at and as of the transfer
date.
7.02 Purchaser's
Compliance
with Covenants. Purchaser shall have performed and complied with its
obligations under this Agreement which are to be performed or complied with
by
it prior to or on the closing date.
7.03 Absence
of Suit.
Except as disclosed herein, no action, suit or proceedings before any court
or
any governmental or regulatory authority shall have been commenced or threatened
and, no investigation by any governmental or regulatory authority shall have
been commenced against Purchaser, or any of the affiliates, associates, officers
or directors of the Purchaser seeking to restrain, prevent or change the
transactions contemplated hereby, or questioning the validity or legality
of any
such transactions, or seeking damages in connection with any of such
transactions.
7.04 Receipt
of Approvals, Etc. All approvals, consents and/or waivers that are necessary
to effect the transactions contemplated hereby shall have been
received.
7.05 No
Material Adverse
Change. Other than as disclosed in writing, as of the closing date there
shall not have occurred any material adverse change which materially impairs
the
ability of the Purchaser to conduct its business or the earning power thereof
on
the same basis as in the past.
7.06 Accuracy
of Documents.
The Company and the Shareholders shall be satisfied as to the accuracy of
all
documentation, disclosure material and other statements of the Purchaser
furnished to the Company herewith.
7.07 Proceedings
and
Instruments Satisfactory; Certificates. All proceedings, corporate or
otherwise, to be taken in connection with the transactions contemplated by
this
Agreement shall have occurred and all appropriate documents incident thereto
as
the Company may request shall have been delivered to the Company. The Purchaser
shall have delivered certificates in such detail as the Shareholders may
request
as to compliance with the conditions set forth in this Article 7.
ARTICLE
VIII
Indemnification
The
Shareholders and the Company shall
indemnify Purchaser for any loss, cost, expense or other damage suffered
by
Purchaser resulting from, arising out of, or incurred with respect to the
falsity or the breach of any representation, warranty or covenant made by
the
Company herein. Purchaser shall indemnify and hold the Shareholders harmless
from and against any loss, cost, expense or other damage (including, without
limitation, attorneys' fees and expenses) resulting from, arising out of,
or
incurred with respect to, or alleged to result from, arise out of or have
been
incurred with respect to, the falsity or the breach of any representation,
covenant, warranty or agreement made by Purchaser herein.
ARTICLE
IX
Security
Act Provisions
9.01 Restrictions
on
Disposition of Shares. Shareholders covenant and warrant that the shares
received are acquired for their own accounts and not with the present view
towards the distribution thereof and will not dispose of such shares except
(i)
pursuant to an effective registration statement under the Securities Act
of
1933, as amended, or (ii) in any other transaction which, in the opinion
of
counsel, acceptable to Purchaser, is exempt from registration under the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. In order to effectuate the
covenants of this sub-section, an appropriate endorsement will be placed
upon
each of the certificates of common stock of the Purchaser at the time of
distribution of such shares pursuant to this Agreement, and stop transfer
instructions shall be placed with the transfer agent for the
securities.
9.02
Notice of Limitation Upon Disposition. Each Shareholder is aware
that the shares distributed pursuant to this Agreement will not have been
registered pursuant to the Securities Act of 1933, as amended; and, therefore,
under current interpretations and applicable rules, the shareholder will
probably have to retain such shares for a period of at least one year and
at the
expiration of such one year period sales may be confined to brokerage
transactions of limited amounts requiring certain notification filings with
the
Securities and Exchange Commission and such disposition may be available
only if
the Purchaser is current in its filings with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, or other public
disclosure requirements, and the other limitations imposed thereby on the
disposition of shares of the Purchaser. Additionally, “affiliates” owning shares
will be subject to additional restrictions limiting sales.
9.03 Public
Market for
Common Shares. Each Shareholder acknowledges that the common shares being
issued pursuant to this agreement currently have a limited public market
by
virtue of the resale restrictions attributed to insiders in which the shares
may
be liquidated and there is no assurance that such pubic market will grow
or
develop.
ARTICLE
X
Closing
10.01 Time.
The closing of
this transaction ("closing") shall be effective on such date set by the parties.
Such date is referred to in this agreement as the "closing date."
10.02 Documents
To Be Delivered
by Shareholders. At the closing Shareholders shall deliver to Purchaser the
following documents:
(a) Certificates
or assignments for all shares of stock of the Company in the manner and form
required by sub-section 1.01 hereof.
(b) A
certificate signed by the President of the Company that the representations
and
warranties made by the Company in this Agreement are true and correct on
and as
of the closing date with the same effect as though such representations and
warranties had been made on or given on and as of the closing date and that
Shareholders have performed and complied with all of their obligations under
this Agreement which are to be performed or complied with by or prior to
or on
the closing date.
(c) A
copy of the by-laws of the Company certified by its secretary and a copy
of the
certificate of incorporation of the Company.
(d) Certificates
or letters from Shareholders evidencing the taking of the shares in accordance
with the provisions of this agreement and their understanding of the
restrictions thereunder.
(e) Such
other documents of transfer, certificates of authority and other documents
as
Purchaser may reasonably request.
(f) A
certified copy of the duly adopted resolutions of the board of directors
of the
Company authorizing or ratifying the execution and performance of this Agreement
and authorizing or ratifying the acts of its officers and employees in carrying
out the terms and provisions thereof.
10.03 Documents
To Be Delivered
by Purchaser. At the closing Purchaser shall deliver to Shareholders the
following documents:
(a) Certificates
for the number of shares
of common stock of Purchaser as determined in Article 1 hereof;
(b) A
certified copy of the duly adopted
resolutions of the board of directors of Purchaser authorizing or ratifying
the
execution and performance of this Agreement and authorizing or ratifying
the
acts of its officers and employees in carrying out the terms and provisions
thereof;
(c) Documents
for the appointment of new
management and the resignation of current management; and
(d) Confirmation
of current share
structure of the Purchaser.
ARTICLE
XI
Termination
and Abandonment
This
Agreement may be terminated and
the transaction provided for by this Agreement may be abandoned without
liability on the part of any part to any other, at any time before the closing
date, or on a post closing basis as provided previously herein:
(a) By
mutual consent of Purchaser and the Shareholders;
(b) By
Purchaser if any of the conditions provided for in Article 6 of this Agreement
have not been met and have not been waived in writing by Purchaser.
(c) By
the Company if any of the conditions provided for in Article 7 of this Agreement
have not been met and have not been waived in writing by the
Company.
In
the event of termination and
abandonment by any party as above provided in this Article, written notice
shall
forthwith be given to the other party, and each party shall pay its own expenses
incident to preparation for the consummation of this Agreement and the
transactions contemplated hereunder.
ARTICLE
XII
Miscellaneous
1. Notices.
All notices, requests, demands and other communications hereunder shall be
deemed to have been duly given, if delivered by hand or mailed, certified
or
registered mail with postage prepaid:
(a) If
to the Company or the Shareholders,
to such person and place as the Company or Shareholders shall furnish to
Purchaser in writing; or
(b) If
to Purchaser, to such person and
place as Purchaser shall furnish to Company in writing.
2. Announcements.
Announcements concerning the transactions provided for in this Agreement
by
either the Company or Purchaser shall be subject to the approval of the other
in
all essential respects, except that the approval of the Company shall not
be
required as to any statements and other information which Purchaser may submit
to its shareholders.
3. Default.
Should any party to this Agreement default in any of the covenants, conditions,
or promises contained herein, the defaulting party shall pay all costs and
expenses, including a reasonable attorney's fee, which may arise or accrue
from
enforcing this Agreement, or in pursuing any remedy provided hereunder or
by the
statutes of the State of Nevada, United States of America.
4. Assignment.
This
Agreement may not be assigned in whole or in part by the parties hereto without
the prior written consent of the other party or parties, which consent shall
not
be unreasonably withheld.
5.
Successors and Assigns.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto, their successors and assigns.
6. Holidays.
If any
obligation or act required to be performed hereunder shall fall due on a
Saturday, Sunday or other day which is a legal holiday established by the
State
of Nevada, such obligation or act may be performed on the next succeeding
business day with the same effect as if it had been performed upon the day
appointed.
7. Computation
of Time. The
time in which any obligation or act provided by this Agreement is to be
performed is computed by excluding the first day and including the last,
unless
the last day is a holiday, in which event such day shall also be
excluded.
8. Governing
Law and Venue.
This Agreement shall be governed by and interpreted pursuant to the laws
of the
Province of British Columbia. Any action to enforce the provisions of this
Agreement shall be brought in a court of competent jurisdiction within the
Province of British Columbia and in no other place.
9. Partial
Invalidity. If
any term, covenant, condition or provision of this Agreement or the application
thereof to any person or circumstance shall to any extent be invalid or
unenforceable, the remainder of this Agreement or application of such term
or
provision to persons or circumstances other than those as to which it is
held to
be invalid or unenforceable shall not be affected thereby and each term,
covenant, condition or provision of this Agreement shall be valid and shall
be
enforceable to the fullest extent permitted by law.
10. No
Other Agreements.
This Agreement constitutes the entire Agreement between the parties and there
are and will be no oral representations which will be binding upon any of
the
parties hereto.
11. Rights
are Cumulative.
The rights and remedies granted hereunder shall be in addition to and cumulative
of any other rights or remedies provided under the laws of the State of
Nevada.
12. Waiver.
No delay
or failure in the exercise of any power or right shall operate as a waiver
thereof or as an acquiescence in default. No single or partial exercise of
any
power or right hereunder shall preclude any other or further exercise thereof
or
the exercise of any other power or right.
13. Survival
of Covenants,
Etc. All covenants, representations, and warranties made herein to any
parties or in any statement or document delivered to any party hereto, shall
survive the making of this Agreement and shall remain in full force and effect
until the obligations of such party hereunder have been fully
satisfied.
14. Further
Action. The
parties hereto agree to execute and deliver such additional documents and
to
take such other and further action as may be required to carry out fully
the
transaction(s) contemplated herein.
15. Amendment.
This
Agreement or any provision hereof may not be changed, waived, terminated
or
discharged except by means of a written supplemental instrument signed by
the
party or parties against whom enforcement of the change, waiver, termination,
or
discharge is sought.
16. Headings.
The
descriptive headings of the various Sections or parts of this Agreement are
for
convenience only and shall not affect the meaning or construction of any
of the
provisions hereof.
17. Counterparts.
This
agreement may be executed in two or more partially or fully executed
counterparts, each of which shall be deemed an original and shall bind the
signatory, but all of which together shall constitute but one and the same
instrument, provided that Purchaser shall have no obligations hereunder until
all Shareholders have become signatories hereto.
IN
WITNESS WHEREOF, the parties hereto executed the foregoing Acquisition Agreement
as of the day and year first above written.
| PALOMA ENTERPRISES INC. | ||
| |
|
|
| By: | /s/ Xxxxx Xxxxx | |
|
Xxxxx Xxxxx |
||
|
Authorized
Signatory
|
||
| PARTY PRODUCTION RENTALS INC. | ||
| |
|
|
| By: | /s/ Xxxxx Xxxxx | |
|
Xxxxx Xxxxx |
||
| Authorized Signatory | ||
SHAREHOLDERS:
__________________________________
__________________________________
SCHEDULE
A
SHARES
TO BE PURCHASED
| Name | Shares To Be Purchased |
| Xxxxx Xxxxx | 100,000 Common Shares |
|
Total
|
100,000 Common Shares |
SCHEDULE
B
SHARES
TO BE TRANSFERRED
| Name | Shares To Be Transferred |
| Xxxxx Xxxxx | 6,000,000 Common Shares |
|
Xxxxx
Xxxxx
|
10,000,000 Common Shares |
|
Total
|
16,000,000 Common Shares |
