SECURITIES EXCHANGE AGREEMENT
SECURITIES
EXCHANGE AGREEMENT (the
“Agreement”) dated as of the 23rd
day of April, 2007,
by and
among Global Immune Technologies Inc., a corporation organized under the laws
of
the State of Wyoming, United States of America (“GIMU”), and MedPri Limited, a
company organized under the laws of England and Wales (“MEDPRI”).
WITNESSETH:
WHEREAS,
GIMU
wishes to acquire from MEDPRI’s shareholders all of the issued and outstanding
stock of MEDPRI in exchange for certain securities to be issued by GIMU;
and
WHEREAS, MEDPRI,
acting as the agent of its shareholders, wishes to acquire from GIMU, for
delivery to MEDPRI’s shareholders on a pro rata basis, such certain securities
to be issued by GIMU in exchange; and
WHEREAS,
to
facilitate this transaction, MEDPRI will agree to obtain from all its
shareholders, for delivery to GIMU, their stock certificates properly endorsed
and assigning their shares to GIMU (“the MEDPRI Stock Certificates”) or, in the
event their shares are uncertificated shares, appropriate documents that direct
the MEDPRI registrar and transfer agent to transfer their shares to GIMU (“the
MEDPRI Transfer Documents”); and
WHEREAS,
GIMU and
MEDPRI are entering into this third party beneficiary Agreement to provide
for
such exchange and to establish various rights and obligations in connection
therewith, including the reorganization of the Board of Directors and management
of GIMU such that effective as of the closing of the transactions contemplated
hereby the Board of Directors of GIMU shall consist entirely of Xxxxxx Xxxxxxx,
Xxxxx Xxxxx and Xxxxxxx Xxxxxx, and that the Chief Executive Officer shall
be
Xxxxxx Xxxxxxx.
NOW,
THEREFORE,
in
consideration of these premises and other good and valuable consideration,
the
parties hereto hereby agree as follows:
1. Exchange
of Securities.
1.1 GIMU
Consideration.
On the
terms and subject to the conditions set forth in this Agreement; GIMU shall
deliver to MEDPRI at Closing, which shall occur on or before the 11th day of
May, 2007 (unless extended by mutual agreement), the following securities (“the
Securities), which Securities MEDPRI, as agent for its shareholders, shall
immediately register in the names of the MEDPRI shareholders in amounts
determined on a pro
rata
basis
with reference to their respective amounts of shareholdings and deliver to
each
MEDPRI shareholder certificates representing his or its pro
rata share
of
the Securities:
(a)
A
certificate representing Seventy-Four Million (74,000,000) shares of the Common
Stock of GIMU registered in the name of “MedPri Limited, as agent for its
Shareholders”;
(b)
A
certificate registered in the name of “MedPri Limited, as agent for its
Shareholders” representing Seven Million Four Hundred Thousand (7,400,000)
Common Stock Purchase Warrants, each Warrant representing the right to purchase
one share of Common Stock of GIMU for a price of Fifty Cents (US $0.50), valid
for a period of 5 years from the date of this Agreement; and
Exhibit
2
Page
1
of
8
Pages
(c)
A
Convertible Promissory Note payable to “MedPri Limited, as agent for its
Shareholders”, bearing no interest, in the principal amount of Ten Million
United States Dollars ($10,000,000) payable automatically and without demand
on
the third anniversary of the date of this Agreement, such Note to be convertible
into shares of Common Stock of GIMU at the holder’s option at any time prior to
the maturity date, such conversion to be at a price equal to Eighty-Five Percent
(85%) of the average closing price (meaning the price of the last transaction
booked during regular market hours, and exclusive of after-hours trading),
of
GIMU Common stock over the immediately preceding five business days. At no
time
shall such conversion price be less than Forty Cents (US $ 0.40) or greater
than
One Dollar (US $ 1.00); and
1.2
As
additional consideration, GIMU shall deliver to MEDPRI at Closing a Promissory
Note issued to Medical Monitors Limited (“the Medical Monitors’ Note”) and for
delivery by MEDPRI to Medical Monitors in consideration for Medical Monitors’
assignment to MEDPRI of certain Intellectual Property described on Exhibit
A
attached hereto, the Medical Monitors’ Note to bear no interest, be in the
amount of Four Million United States Dollars ($4,000,000) payable automatically
and without demand on the first anniversary of the date of this Agreement,
and
to be convertible into shares of Common Stock of GIMU at the holder’s option at
any time prior to the maturity date, such conversion to be at a price equal
to
Eighty-Five Percent (85%) of the average closing price (meaning the price of
the
last transaction booked during regular market hours, and exclusive of
after-hours trading), of GIMU Common stock over the immediately preceding five
business days. At no time shall such conversion price be less than Forty Cents
(US $ 0.40) or greater than One Dollar (US $1.00).
1.3 MEDPRI
Consideration.
In
exchange for the consideration described in paragraphs 1.1 and 1.2 above, MEDPRI
shall deliver to GIMU the MEDPRI Stock Certificates or the MEDPRI Transfer
Documents.
1.4
The
Transaction. The events described in this paragraph 1 are hereinafter referred
to as “the Transaction”.
2.
Representations
and Warranties of GIMU.
GIMU
represents and warrants to MEDPRI as follows:
2.1 Due
Organization.
GIMU is
a corporation duly organized, validly existing, and in good standing under
the
laws of the jurisdiction of its incorporation, and has all requisite corporate
power and authority to own, operate, and lease its properties and assets and
to
conduct its business as now conducted, and is qualified to do business in the
state or other jurisdiction where the nature of its properties, assets, or
business requires such qualification other than where the failure to be so
qualified would not, individually or in the aggregate, have a material adverse
effect on the condition, financial or otherwise, of the business of GIMU or
its
operations, affairs, properties, or assets. GIMU is domiciled in the State
of
Wyoming, USA.
2.2
Compliance
with Law.
GIMU has
obtained and maintains in full force and effect all permits, licenses, consents,
approvals, registrations, memberships, authorizations, and qualifications under
all federal, state, local, and foreign laws and regulations, and with all
federal, state, local, and foreign governmental or regulatory authorities
(“Authority”) required for the conduct by it of its business and the ownership
or possession by it of its properties and assets other than where the failure
to
obtain or maintain such permits, licenses, consents, approvals, registrations,
memberships, authorizations, or qualifications could not, individually or in
the
aggregate, have a material adverse effect on the condition of GIMU. GIMU is
in
compliance with all laws, regulations, ordinances, orders, and decrees
(including, without limitation, all environmental and occupational, health,
and
safety laws) of any governmental authority applicable to the conduct by GIMU
of
its business and to its ownership and possession of its properties and assets
other than where the failure so to comply would not, individually or in the
aggregate, have a material adverse effect on the condition of GIMU.
Exhibit
2
Page 2
of
8
Pages
2.3
Securities
Regulation.
GIMU has
never
been
subject to any claim or proceeding brought by any shareholder of it under any
state or federal securities laws. The pre-Closing common stock of GIMU, at
the
time of the closing of the Transaction, will be freely trading as a priced
quotation listed on the Over the Counter Bulletin Board of the National
Association of Securities Dealers or on the Over the Counter Pink Sheets, and
there is no investigation or inquiry by the NASD, the U.S. Securities and
Exchange Commission, or any state securities regulator relating to such stock
or
GIMU. At the time of the closing of the Transaction, GIMU will have filed all
reports and other documents required to be filed by it with the SEC, the NASD
and any state securities regulator. The consummation of the Transaction will
have no adverse effect on the continued public listing of GIMU common stock.
2.4
Authorization,
Execution, and Delivery of Agreement.
(a) The
execution and delivery of this Agreement, the delivery of the Securities and
the
Medical Monitors’ Note to MEDPRI, and the consummation of the Transaction (i)
are within the corporate power and authority of GIMU, (ii) do not require the
approval or consent of any stockholders of GIMU, and (iii) have been duly
authorized by all necessary corporate power on the part of GIMU. This Agreement
has been duly executed and delivered by GIMU, and this Agreement constitutes
the
legal, valid, binding, and enforceable obligation of GIMU.
(b) The
Securities and the Medical Monitors’ Note have been duly authorized by all
necessary corporate action on the part of GIMU. The shares of Common Stock
of
GIMU contemplated by the Transaction, when issued, shall be fully paid and
non-assessable, and free and clear of any encumbrances.
2.5 Capitalization.
The
authorized capital stock of GIMU consists of an unlimited number shares of
shares of common stock, no par value per share, of which 16,195,642 shares
are
issued and outstanding. All of the outstanding equity securities of GIMU have
been duly authorized and validly issued and are fully paid and non-assessable.
There are no contracts relating to the issuance, sale, or transfer of any equity
securities or other securities of GIMU. None of the securities of GIMU was
issued in violation of law.
2.6 Financial
Statements.
The
Management Accounts attached hereto as Schedule
2.5
(the
“Management Accounts”) present fairly the financial condition and results of
operations of the Business, as of the date thereof and for the periods covered
thereby.
2.7 Books
and Records.
The
books of account and other financial records of GIMU are complete and correct
and represent actual, bona fide transactions and have been maintained in
accordance with sound business practices. The minute books of GIMU are complete
and accurate in all material respects, and contain records of all meetings
held
(and consents in lieu of meetings) by the shareholders and the board of
directors of GIMU.
Exhibit
2
Page 3
of
8
Pages
2.8 No
Undisclosed Liabilities.
GIMU has
no liabilities or obligations of any nature (whether known or unknown and
whether absolute, accrued, contingent, or otherwise) except for liabilities
or
obligations reflected or reserved against in the Management
Accounts.
2.9 Taxes.
(a)
GIMU
has duly filed or caused to be filed (or obtained valid, currently effective
extensions for filing) all federal, state, local and foreign income, franchise,
excise, payroll, sales and use, property, provider, withholding and other tax
returns, reports, estimates and information and other statements or returns
which are required to be filed by or on behalf of it pursuant to law ("Tax
Returns"). All such Tax Returns were correct in all respects as filed and
reflect in all respects the federal, state, local and foreign income, franchise,
excise, payroll, sales and use, property, provider, withholding and other taxes,
duties, fees, imposts and governmental charges (and charges in lieu of any
thereof), together with interest, and additions to tax and penalties required
to
be paid or collected by (or allocable to) GIMU (collectively "Taxes"). GIMU
(i)
has paid or caused to be paid all Taxes as shown on the Tax Returns and on
any
assessment received by it and (ii) has properly and fully recorded as accrued
or
deferred liabilities all Taxes for any period from the date of the last
reporting period covered by such Tax Returns. GIMU has not received any written
notice of any audit, or any dispute or claim being threatened by any relevant
taxing authority concerning any Tax Return or liability for
Taxes.
2.10 Legal
Proceedings; Orders.
(a)
There
is no pending or, to GIMU’s knowledge, threatened proceeding:
(i)
by or
against GIMU or that otherwise relates to or would reasonably be expected to
affect its business, or
(ii)
that
challenges, or that will or could reasonably be expected to prevent, delay,
make
illegal, or otherwise interfere with, any of the transactions contemplated
hereby.
(b)
There
is no order or group of orders issued by any governmental agency to which GIMU
or any of its assets is subject; and no officer, director, agent, or employee
of
GIMU is subject to any Order that prohibits such officer, director, agent,
or
employee from engaging in or continuing any conduct, activity, or practice
relating to the business of GIMU in any material respect.
2.11 Absence
of Certain Changes and Events.
Since
the date of the Management Accounts, GIMU has conducted its business only in
the
ordinary course of business and there has not been any:
(a) change
in
GIMU's authorized or issued capital stock; grant of any stock option or right
to
purchase shares of capital stock of GIMU; or issuance of any security
convertible into such capital stock;
Exhibit
2
Page 4
of
8
Pages
(b) amendment
to the organizational documents of GIMU;
(c) payment
(except in the ordinary course of business) or increase by GIMU of any bonuses,
salaries, or other compensation to any shareholder, director, officer, or
employee or entry into any employment, severance, or similar Contract with
any
director, officer, or employee;
(d) adoption
of, amendment to, or increase in the payments to or benefits under, any Employee
Plan;
(e) cancellation
or waiver of any claims or rights of GIMU;
(f) change
in
the accounting methods used by GIMU; or
(g) agreement,
whether oral or written, by GIMU to do any of the foregoing.
2.12 Disclosure.
(a) No
representation or warranty or other statement made by GIMU in this Agreement
contains a material misstatement of fact or omits to state a material fact
necessary to make any of them, in light of the circumstances in which it was
made, not misleading.
(b) No
additional information to be delivered by GIMU pursuant to this Agreement will
contain any untrue statement or omit to state a material fact necessary to
make
the statements contained therein, in light of the circumstances in which they
were made, not misleading.
3.
Representations
and Warranties of MEDPRI. MEDPRI
represents and warrants to GIMU as follows:
3.1 Due
Organization.
MEDPRI
is a corporation duly organized, validly existing, and in good standing under
the laws of the jurisdiction of its incorporation, and has all requisite
corporate power and authority to own, operate, and lease its properties and
assets and to conduct its business as now conducted, and is qualified to do
business in the state or other jurisdiction where the nature of its properties,
assets, or business requires such qualification other than where the failure
to
be so qualified would not, individually or in the aggregate, have a material
adverse effect on the condition, financial or otherwise, of the business of
MEDPRI or its operations, affairs, properties, or assets.
3.2
Authorization,
Execution, and Delivery of Agreement.
The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby (i) are within the corporate power and
authority of MEDPRI, (ii) do not require the approval or consent of any
stockholders of MEDPRI which has not been received, and (iii) have been duly
authorized by all necessary corporate power on the part of MEDPRI. This
Agreement has been duly executed and delivered by MEDPRI, and this Agreement
constitutes the legal, valid, binding, and enforceable obligation of
MEDPRI.
3.3 Outstanding
Shares.
The
issued capital stock of MEDPRI consists of Fifty eight million and three hundred
and two thousand (58,302,000) million shares of Common Stock, par value ₤0.01
(one xxxxx xxxxxxxx) per share. All of the outstanding equity securities of
MEDPRI have been duly authorized and validly issued and are fully paid and
non-assessable. There are no contracts relating to the issuance, sale, or
transfer of any equity securities or other securities of MEDPRI. None of the
securities of MEDPRI was issued in violation of law. At least one week prior
to
the closing, MEDPRI shall deliver to GIMU an accurate list of its shareholders,
the list to show the number of shares owned by each shareholder, the address
of
each shareholder and any other information required by GIMU’s registrar and
transfer agent.
Exhibit
2
Page 5
of
8
Pages
3.4 Disclosure.
(a) No
representation or warranty or other statement made by MEDPRI in this Agreement
contains a material misstatement of fact or omits to state a material fact
necessary to make any of them, in light of the circumstances in which it was
made, not misleading.
(b) No
additional information to be delivered by MEDPRI pursuant to this Agreement
will
contain any untrue statement or omit to state a material fact necessary to
make
the statements contained therein, in light of the circumstances in which they
were made, not misleading.
4. Conditions
Precedent Additional Agreements.
4.1 Reorganization
of Management. GIMU
hereby covenants and agrees to deliver resignations of all directors and
officers effective as of the closing, and to cause the appointment of
Xxxxxx
Xxxxxxx, Xxxxx Xxxxx and Xxxxxxx Xxxxxx, to the board of directors and the
appointment of Xxxxxx Xxxxxxx as Chief Executive Officer effective as of the
closing.
4.2 Due
Diligence.
From and
after the date hereof each of the parties hereto will cooperate with and provide
the other parties hereto with prompt access to such information as such parties
may reasonably request (and which is in such party’s possession or reasonably
obtainable) in connection with their ongoing due diligence
investigations.
5.
General
Provisions.
5.1
Survival
of Representations, Warranties and Agreement.
Notwithstanding any investigation conducted or notice or knowledge obtained
by
or on behalf of any party hereto, the representation and warranty in this
Agreement shall survive the Closing.
5.2 Expenses.
Each
party hereto shall pay its, his or her own expenses incidental to the
preparation of this Agreement, the carrying out of the provisions hereof, and
the consummation of the transaction contemplated hereby.
5.3
Laws.
This
Agreement shall be governed and interpreted in accordance with the laws of
the
State of Delaware, United States of America.
5.4.
Entire
Agreement.
This
Agreement constitutes the entire understanding and agreement between the
parties, and supersedes and integrates all prior oral or written agreements,
if
any, and may only be modified by written amendment signed by an authorized
representative of each party.
Exhibit
2
Page 6
of
8
Pages
6.5.
No
Conflicting Agreements.
Each
party states that there is no agreement between itself and any other person,
firm, or corporation that would cause this Agreement not to have full force
and
effect.
*
* * * *
Exhibit
2
Page 7
of
8
Pages
IN
WITNESS WHEREOF,
the
parties have duly executed this Securities Exchange Agreement as of the date
first written above.
| Global Immune Technologies Inc. | ||
| |
|
|
|
/s/
Don Perks
|
||
|
Don
Perks
Chief
Executive Officer
|
||
| MedPri Limited | ||
| |
|
|
| /s/ Xxxxx Xxxxx | ||
|
Xxxxx
Xxxxx
Chief
Executive Officer
|
||
Exhibit
2
Page 8
of
8
Pages
