EXCHANGE AGREEMENT BY AND BETWEEN
LIGHTEN UP ENTERPRISES INTERNATIONAL, INC.
XXXX X. XXXX and XXXX X. XXXXX
THIS AGREEMENT is made and entered into by and between Lighten Up
Enterprises International, Inc., ("Lighten Up) a Nevada corporation, Xxxx X.
Xxxxx and Xxxx X. Xxxx ("Xxxx) on this 4th day of April, 2005.
WHEREAS, Lighten Up Enterprises International, Inc. was incorporated under
the laws of the state of Nevada on January 29, 1998 under the name K.H.F.
Technologies. Since May 30, 2002 the Company has been in the business of
publishing and selling books, promoting the food services marketed by Xxxx Xxxx,
and engaging in related business activities; and
WHEREAS, the results of those business operations have been disappointing
and management has been engaged in seeking new business opportunities with which
Lighten Up could become involved; and
WHEREAS, such an opportunity has now presented itself and through related
negotiations, it has been determined that it is in the best interest of Lighten
Up to divest itself of its prior business assets in exchange for the redemption
of a substantial portion of its presently outstanding restricted shares which
are registered to Xxxx X. Xxxx and Xxxx X. Xxxxx; and
WHEREAS, the parties hereto wish to enter into this written agreement to
effect the foregoing exchange.
NOW, THEREFORE, in consideration of the mutual covenants and promises set
forth herein, the parties hereto mutually agree as follows:
1. Sale, Conveyance and Assignment of Assets. Lighten Up hereby sells,
assigns and conveys to Xxxx X. Xxxx all of its right, title and interest in and
to all books related to food , cooking and nourishment (including intellectual
properties, copyrights, trademarks and logos), all promotional materials related
thereto, any interest in the personality or professional property of Xxxx X.
Xxxx also known as "Xxxx Xxxx, any and all websites featuring the name or
likeness of Xxxx Xxxx or intellectual properties owned or supplies by her,
together with 100% of the member interests of Lighten Up Enterprises LLC, a Utah
Limited Liability Company acquired by Lighten Up on May 30, 2002, and all
Lighten Up's interest in any and all businesses in which it has been engaged at
any time prior to the date of this agreement.
2. Cancellation of Shares. In exchange for the foregoing, Xxxx X. Xxxx
tenders certificates representing 19,975,000 restricted $0.001 par value common
shares of Lighten Up for cancellation; and Xxxx X. Xxxxx tenders certificates
representing 1,065,000 restricted $0.001 par value common shares of Lighten Up
for cancellation. Xxxx X. Xxxx and Xxxx X. Xxxxx agree that the assets received
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by Xxxx X. Xxxx hereunder constitute full and adequate consideration for the
cancellation of the foregoing shares of stock, and agree that the same will,
hereafter, be deemed null and void, and will constitute no claim of any type or
sort in or against the assets or equity of Lighten Up Enterprises International,
Inc., or any of its subsidiaries or successors. Xxxx and Xxxxx agree to take all
measures necessary to effect the cancellation of these shares.
3. Effective date of Exchange. The parties agree that the effective date
of the foregoing Exchange shall not occur until the date upon which an Agreement
of Merger and Plan of Reorganization Among Lighten Up Enterprises International,
Inc., LTUP Acquisition Corp. and BioNovo, Inc. has been closed according to its
terms, and BioNovo has been fully vested as a wholly-owned subsidiary of Lighten
Up Enterprises International, Inc.
4. Entire Agreement. This Written Agreement contains the entire agreement
and understanding of the parties hereto with respect to the subject matter
hereof.
5. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall be ineffective in any such jurisdiction
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
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6. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors, assigns
and heirs.
7. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Nevada. The parties to this
Agreement agree that any breach of any term or condition of this Agreement or
the transactions contemplated hereby shall be deemed to be a breach occurring in
the State of Nevada.
LIGHTEN UP ENTERPRISES INTERNATIONAL, INC.
By:
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Xxxx X. Xxxx
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Xxxx X. Xxxx, an individual
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Xxxx X. Xxxxx
