SHARE EXCHANGE AGREEMENT
THIS
SHARE EXCHANGE AGREEMENT, dated as of the 3rd day of October 2006 (the
“Agreement”), by and among Pro Elite, Inc., a New Jersey corporation (the
“Company”) and the parties listed on the signature page hereof (each a “Seller”
and collectively, the “Sellers”). The Company and Sellers are collectively
referred to herein as the “Parties”.
W
I T N E
S S E T H:
WHEREAS,
Sellers own all of the shares of the capital stock of Real Sport, Inc. (“RSI”)
and desire to transfer to the Company all of such shares (the “RSI Shares”) in
exchange (the “Exchange”) for the issuance by the Company to Sellers of
12,500,000,000 shares of the Company’s Common Stock (the “Company Shares”), and
the Company desires to make the Exchange.
WHEREAS,
concurrently with the closing of the Exchange, and as a condition precedent
thereto, the Company is consummating a private placement of up to $15 million
purchase price of units (the “Private Placement”), each unit consisting of three
shares of Common Stock and one three-year warrant to purchase one share of
Common Stock of the Company (“Unit”).
WHEREAS,
after giving effect to the Exchange, the conversion of the Preferred Stock
and
the Reverse Split, as described herein and assuming Private Placement of
$15,000,000 purchase price of Units, but excluding the exercise of the warrants,
there will be 21,250,000,000 shares of Common Stock of the Company issued and
outstanding.
NOW,
THEREFORE, in consideration of the premises and of the mutual representations,
warranties and agreements set forth herein, the parties hereto agree as
follows:
ARTICLE
I
THE
EXCHANGE
1.1 The
Exchange.
Subject
to the terms and conditions of this Agreement, on the Closing Date (as
hereinafter defined):
(a) the
Company shall issue and deliver the Company Shares to Sellers in accordance
with
their respective pro rata shares of the RSI Shares, and
(b) Sellers
shall deliver to the Company duly executed documents for the transfer of the
RSI
Shares to the Company.
1.2 Time
and Place of Closing.
The
closing of the transactions contemplated hereby (the “Closing”) shall take place
at the offices of Xxxx & Xxxxx Professional Corporation, 0000 Xxxxxxx Xxxx
Xxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, on or before October 3, 2006
(the “Closing Date”) at 10:00 a.m., or at such place and time as mutually agreed
upon by the Parties.
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1.3 Effective
Time.
The
Exchange shall become effective (the “Effective Time”) at such time as all of
the conditions to set forth in Article VII hereof have been satisfied or waived
by the Parties hereto.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES OF
THE
COMPANY
The
Company represents and warrants to Sellers that now and/or as of the
Closing:
2.1
(a) The
Company is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of New Jersey.
(b) The
Company does not own, directly or indirectly, any capital stock, equity or
interest in any corporation, firm, partnership, joint venture or other
entity.
2.2 The
authorized capital stock of the Company consists of 25,000,000,000 shares of
Common Stock, $.0001 par value, of which 6,536,377 shares are outstanding,
and
12,000,000 shares of Preferred Xxxxx, x.0000 par value, of which 1,200,000
shares of Series A Preferred Stock are outstanding. It is understood and agreed
that, prior to Closing, the Company shall issue to Xxxx Xxxxxx and/or his
designee 2,462,927 shares of the Company’s Common Stock (on a post 1 to 500
reverse stock split basis) for payment of the amount set forth on Schedule
2.3.
All of the outstanding shares of Common Stock and the Preferred Stock have
been
duly authorized, validly issued, fully paid and nonassessable, and have not
been
issued in violation of any preemptive right of stockholders. There is no
outstanding voting trust agreement or other contract, agreement, arrangement,
option, warrant, call, commitment or other right of any character obligating
or
entitling the Company to issue, sell, redeem or repurchase any of its
securities, and, except for the shares of Series A Preferred Stock, there is
no
outstanding security of any kind convertible into or exchangeable for any shares
of the capital stock of the Company. The Company has not granted registration
rights to any person.
2.3 The
Company does not have any (a) assets of any kind or (b), except as set forth
on
Schedule 2.3, commitments, liabilities or obligations, whether secured or
unsecured, accrued, determined, absolute or contingent, asserted or unasserted
or otherwise. The Company ceased all operations in May 2004, and disposed of
all
of its assets as of such date.
2.4 The
Company has filed all tax returns and reports which were required to be filed
on
or prior to the date hereof in respect of all income, withholding, franchise,
payroll, excise, property, sales, use, value-added or other taxes or levies,
imposts, duties, license and registration fees, charges, assessments or
withholdings of any nature whatsoever (together, “Taxes”), and has paid all
Taxes (and any related penalties, fines and interest) which have become due
pursuant to such returns or reports or pursuant to any assessment which has
become payable, or, to the extent its liability for any Taxes (and any related
penalties, fines and interest) has not been fully discharged, the same have
been
properly reflected as a liability on the books and records of the Company and
adequate reserves therefore have been established.
2.5 There
are
no contracts, instruments, agreements, indentures, mortgages, guarantees, notes,
commitments, accommodations, letters of credit or other arrangements or
understandings, whether written or oral, to which the Company is a party or
by
which it or any of its properties are bound.
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2.6 The
Company has conducted its business in material compliance with all applicable
laws, ordinances, rules, regulations, court or administrative order, decree
or
process (“Applicable Law”). The Company has not received any notice of violation
or claimed violation of any Applicable Law.
2.7 There
is
no claim, dispute, action, suit, proceeding or investigation pending or, to
the
knowledge of the Company, threatened, against the Company, or challenging the
validity or propriety of the transactions contemplated by this Agreement, at
law
or in equity or admiralty or before any federal, state, local, foreign or other
governmental authority, board, agency, commission or instrumentality, nor to
the
knowledge of the Company, has any such claim, dispute, action, suit, proceeding
or investigation been pending or threatened, during the twelve month period
preceding the date hereof. There is no outstanding judgment, order, writ,
ruling, injunction, stipulation or decree of any court, arbitrator or federal,
state, local, foreign or other governmental authority, board, agency, commission
or instrumentality, against the Company. The Company has not received any
written or verbal inquiry from any federal, state, local, foreign or other
governmental authority, board, agency, commission or instrumentality concerning
the possible violation of any Applicable Law.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF SELLERS
Sellers
represent and warrant to the Company that now and/or as of the
Closing:
3.1 Due
Organization and Qualification; Subsidiaries.
(a) RSI
is a
corporation duly organized, validly existing and in good standing under the
laws
of the state of California, with full corporate power and authority to own,
lease and operate its business and properties and to carry on its business
in
the places and in the manner as presently conducted or proposed to be conducted.
RSI is in good standing in each jurisdiction in which the properties owned,
leased or operated, or the business conducted, by it requires such qualification
except for any such failure, which when taken together with all other failures,
is not likely to have a material adverse effect on the business of
RSI.
(b) RSI
does
not own, directly or indirectly, any capital stock, equity or interest in any
corporation, firm, partnership, joint venture or other entity, other than the
Subsidiaries as set forth in Schedule 3.1 (each, a “Subsidiary”).
(c) Each
Subsidiary is wholly owned by RSI and is a corporation duly organized, validly
existing and in good standing under the laws of the state of California, with
full corporate power and authority to own, lease and operate its business and
properties and to carry on its business in the places and in the manner as
presently conducted or proposed to be conducted; and is in good standing in
each
jurisdiction in which the properties owned, leased or operated, or the business
conducted, by it requires such qualification except for any such failure, which
when taken together with all other failures, is not likely to have a material
adverse effect on the business of RSI .
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3.2 No
Conflicts or Defaults.
The
execution and delivery of this Agreement by Sellers and the consummation of
the
transactions contemplated hereby do not and will not (a) contravene the
organizational documents of Sellers, RSI or any of the Subsidiaries, or (b)
with
or without the giving of notice or the passage of time, (i) violate, conflict
with, or result in a breach of, or a default or loss of rights under, any
material covenant, contract, agreement, mortgage, indenture, lease, instrument,
permit or license to which Sellers, RSI or any Subsidiary is a party or by
which
Sellers, RSI or any of the Subsidiaries or any of their respective assets are
bound, or any judgment, order or decree, or any law, rule or regulation to
which
their assets are subject, (ii) result in the creation of, or give any party
the
right to create, any lien upon any of the assets of Sellers, RSI or any of
the
Subsidiaries, (iii) terminate or give any party the right to terminate, amend,
abandon or refuse to perform any material agreement, arrangement or commitment
to which Sellers, RSI or any Subsidiary is a party or by which Sellers, RSI
or
any Subsidiary or any of the assets of any of them are bound, or (iv) accelerate
or modify, or give any party the right to accelerate or modify, the time within
which, or the terms under which Sellers, RSI or any Subsidiary is to perform
any
duties or obligations or receive any rights or benefits under any material
agreement, arrangement or commitment to which it is a party.
3.3 Capitalization.
The
authorized capital stock of RSI consists of 10,000,000 shares of Common Stock,
of which as of the date hereof there were 1,000 shares issued and outstanding,
and 1,000,000 shares of Preferred Stock, none of which are outstanding. All
of
the outstanding shares of capital stock of RSI are duly authorized, validly
issued, fully paid and nonassessable, and have not been or, with respect to
RSI
Shares, will not be transferred in violation of any rights of third parties.
The
RSI Shares are not subject to any preemptive or subscription right, any voting
trust agreement or other contract, agreement, arrangement, option, warrant,
call, commitment or other right of any character obligating or entitling RSI
to
issue, sell, redeem or repurchase any of its securities, and there is no
outstanding security of any kind convertible into or exchangeable for the
capital stock of RSI. All of the RSI Shares are owned of record and beneficially
by Sellers free and clear of any liens, claims, encumbrances, or restrictions
of
any kind.
3.4 Compliance
with Law.
RSI and
the Subsidiaries are conducting their respective businesses in material
compliance with all applicable law, ordinance, rule, regulation, court or
administrative order, decree or process. Neither RSI nor any Subsidiary has
received any notice of violation or claimed violation of any such law,
ordinance, rule, regulation, order, decree, process or requirement.
3.5 Litigation.
(a) There
is
no material claim, dispute, action, suit, proceeding or investigation pending
or
threatened against or affecting RSI or any of the Subsidiaries or challenging
the validity or propriety of the transactions contemplated by this Agreement,
at
law or in equity or admiralty or before any federal, state, local, foreign
or
other governmental authority, board, agency, commission or instrumentality,
has
any such claim, dispute, action, suit, proceeding or investigation been pending
or threatened, during the 12 month period preceding the date
hereof;
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(b) There
is
no outstanding judgment, order, writ, ruling, injunction, stipulation or decree
of any court, arbitrator or federal, state, local, foreign or other governmental
authority, board, agency, commission or instrumentality, against or materially
affecting RSI or any of the Subsidiaries; and
(c) Neither
RSI nor any of the Subsidiaries has received any written or verbal inquiry
from
any federal, state, local, foreign or other governmental authority, board,
agency, commission or instrumentality concerning the possible violation of
any
Applicable Law.
ARTICLE
IV
REPRESENTATIONS
AND WARRANTIES OF SELLERS
Each
Seller represents and warrants to the Company that now and/or as of the
closing:
4.1 Title
to Shares.
Seller
is the legal and beneficial owner of the RSI Shares set forth opposite such
Seller’s name, and, upon consummation of the Exchange contemplated herein, the
Company will acquire from Seller good and marketable title to the RSI Shares
listed as owned by such Seller, and such RSI Shares shall be free and clear
of
all liens excepting only such restrictions upon transfer, if any, as may be
necessary for compliance with the federal Securities Act of 1933, as amended
(the "Securities Act").
4.2 Due
Authorization.
Seller
has all requisite power and authority to execute and deliver this Agreement,
and
to consummate the transactions contemplated hereby. This Agreement constitutes
the valid and binding obligation of Seller, enforceable against Seller in
accordance with its terms, except as may be affected by bankruptcy, insolvency,
moratoria or other similar laws affecting the enforcement of creditors' rights
generally and subject to the qualification that the availability of equitable
remedies is subject to the discretion of the court before which any proceeding
therefore may be brought.
4.3 Purchase
for Investment; Accredited Investor.
(a) Seller
is
an “accredited investor” as defined in Rule 501 of Regulation D under the
Securities Act and is acquiring the Company Shares for investment for Seller's
own account and not as a nominee or agent, and not with a view to the resale
or
distribution of any part thereof.
(b) Seller
understands that the Company Shares are not registered under the Securities
Act
on the ground that the sale and the issuance of securities hereunder is exempt
from registration under the Act pursuant to Section 4(2) thereof, and that
the
Company's reliance on such exemption is predicated on such Seller's
representations set forth herein.
4.4 Investment
Experience.
Seller
acknowledges that Seller can bear the economic risk of its investment, and
has
such knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks of the investment in the Company
Shares.
4.5 Information.
Seller
has carefully reviewed such information as Seller deemed necessary to evaluate
an investment in the Company Shares. To the full satisfaction of Seller, it
has
been furnished all materials that it has requested relating to the Company
and
the issuance of the Company Shares hereunder, and Seller has been afforded
the
opportunity to ask questions of representatives of the Company to obtain any
information necessary to verify the accuracy of any representations or
information made or given to the Seller. Notwithstanding the foregoing, nothing
herein shall derogate from or otherwise modify the representations and
warranties of the Company set forth in this Agreement, on which Seller has
relied in making an exchange of the RSI Shares for the Company
Shares.
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4.6 Restricted
Securities.
Seller
understands that the Company Shares may not be sold, transferred, or otherwise
disposed of without registration under the Act or an exemption there from,
and
that in the absence of an effective registration statement covering the Company
Shares or any available exemption from registration under the Act, the Preferred
Shares must be held indefinitely. Seller is aware that the Company Shares may
not be sold pursuant to Rule 144 promulgated under the Act unless all of the
conditions of that Rule are met. Among the conditions for use of Rule 144 may
be
the availability of current information to the public about the
Company.
ARTICLE
V
COVENANTS
5.1 Further
Assurances.
Each of
the Parties shall use its reasonable commercial efforts to proceed promptly
with
the transactions contemplated herein, to fulfill the conditions precedent for
such party’s benefit or to cause the same to be fulfilled and to execute such
further documents and other papers and perform such further acts as may be
reasonably required or desirable to carry out the provisions of this Agreement
and to consummate the transactions contemplated herein.
5.2 Operation
of Business.
From
the date hereof through the date of the Closing, except as expressly provided
herein, each of the Company and RSI agrees that it
will
report to the other party any indication of potential material adverse factors
in its business or any litigation that may be threatened whereby one of the
Parties would be a defendant.
ARTICLE
VI
DELIVERIES
6.1 Items
to be delivered to Sellers prior to or at Closing by the Company.
(a) Articles
of Incorporation and amendments thereto, By-laws and amendments thereto,
certificate of good standing in the Company’s state of
incorporation;
(b) all
applicable schedules hereto;
(c) all
minutes and resolutions of board of director and shareholder meetings in
possession of the Company;
(d) shareholder
list;
(e) all
financial statements and all tax returns in possession of the
Company;
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(f) resolutions
from the Company’s Board appointing Xxxxx Xxxxxxxx, Xxxxxxx Xx Xxxx, Xxxx
Xxxxxxxxxxx to the Company’s Board of Directors;
(g) resolution
from the Company’s Board, and if applicable, shareholder resolutions approving
this transaction and authorizing the issuances of the Company Shares
hereunder;
(h) letters
of resignation from the Company’s current officers and directors to be effective
upon Closing and after the appointments described in this section;
(i) certificates
representing the Company Shares issued to Sellers;
(j) any
other
document reasonably requested by Sellers that they deem necessary for the
consummation of the transactions contemplated hereby.
6.2 Items
to be delivered to the Company prior to or at Closing by RSI and
Sellers.
(a) all
applicable schedules hereto;
(b) duly
executed stock powers in respect of the RSI Shares; and
(c) any
other
document reasonably requested by the Company that it deems necessary for the
consummation of the transactions contemplated hereby.
ARTICLE
VII
CONDITIONS
PRECEDENT
7.1 Conditions
Precedent to Closing.
The
obligations of the Parties under this Agreement shall be and are subject to
fulfillment, prior to or at the Closing, of each of the following
conditions:
(a) Each
of
the representations and warranties of the Parties contained herein shall be
true
and correct at the time of the Closing date as if such representations and
warranties were made at such time except for changes permitted or contemplated
by this Agreement;
(b) The
Parties shall have performed or complied with all agreements, terms and
conditions required by this Agreement to be performed or complied with by them
prior to or at the time of the Closing; and
(c) The
Private Placement shall have closed and at least $7,000,000 in gross proceeds
shall have been raised.
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The
Company shall have authorized the issuance of 25 billion shares of
common
stock in order to effect a reverse 1 to 500 stock split as soon as
possible after the Closing date (the “Reverse
Split”).
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7.2 Conditions
to Obligations of Sellers.
The
obligations of Sellers shall be subject to fulfillment prior to or at the
Closing, of each of the following conditions:
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(a) the
Company shall have received all of the regulatory, shareholder and other third
party consents, permits, approvals and authorizations necessary to consummate
the transactions contemplated by this Agreement;
(b) The
Company shall have no liabilities, except in respect of the Private Placement;
and
(c) The
holder of the shares of Series A Preferred Stock shall have converted such
Stock
into 24,000 shares (post Reverse Split) of the Common Stock of the
Company.
7.3 Conditions
to Obligations of the Company.
The
obligations of the Company shall be subject to fulfillment at or prior to or
at
the Closing, of each of the following conditions:
(a) RSI
and
Sellers shall have received all of the regulatory, shareholder and other third
party consents, permits, approvals and authorizations applicable and necessary
to consummate the transactions contemplated by this Agreement.
(b) At
the
Closing, Sellers shall cause RSI’s I-Fight, Inc. Subsidiary to repay such
Subsidiary’s outstanding bridge loans in the aggregate amount of $600,000 and
pay the lenders thereof the bridge loan fees of $75,000.
ARTICLE
VIII
INDEMNIFICATION
8.1 Indemnity
of the Company.
The
Company agrees to defend, indemnify and hold harmless Sellers from and against,
and to reimburse Sellers with respect to, all liabilities, losses, costs and
expenses, including, without limitation, reasonable attorneys’ fees and
disbursements (collectively the “Losses”) asserted against or incurred by
Sellers by reason of, arising out of, or in connection with any material breach
of any representation, warranty or covenant contained in this Agreement made
by
the Company or in any document or certificate delivered by the Company pursuant
to the provisions of this Agreement or in connection with the transactions
contemplated thereby.
8.2 Indemnity
of Seller.
Each
Seller severally (to the extent of such Seller’s pro rata interest in the RSI
Shares) agrees to defend, indemnify and hold harmless the Company from and
against, and to reimburse the Company with respect to, all losses, including,
without limitation, reasonable attorneys’ fees and disbursements, asserted
against or incurred by the Company by reason of, arising out of, or in
connection with any material breach of any representation, warranty or covenant
contained in this Agreement and made by such Seller or in any document or
certificate delivered by such Seller pursuant to the provisions of this
Agreement or in connection with the transactions contemplated
thereby.
8.3 Indemnification
Procedure.
A party
(an “Indemnified Party”) seeking indemnification shall give prompt notice to the
other party (the “Indemnifying Party”) of any claim for indemnification arising
under this Article VIII. The Indemnifying Party shall have the right to assume
and to control the defense of any such claim with counsel reasonably acceptable
to such Indemnified Party, at the Indemnifying Party’s own cost and expense,
including the cost and expense of reasonable attorneys’ fees and disbursements
in connection with such defense, in which event the Indemnifying Party shall
not
be obligated to pay the fees and disbursements of separate counsel for such
Indemnified Party in such action. In the event, however, that such Indemnified
Party’s legal counsel shall determine that defenses may be available to such
Indemnified Party that are different from or in addition to those available
to
the Indemnifying Party, or that there could reasonably be expected to be a
conflict of interest if such Indemnifying Party and the Indemnified Party have
common counsel in any such proceeding, or if the Indemnifying Party has not
assumed the defense of the action or proceedings, then such Indemnified Party
may employ separate counsel to represent or defend such Indemnified Party,
and
the Indemnifying Party shall pay the reasonable fees and disbursements of
counsel for such Indemnified Party. No settlement of any such claim or payment
in connection with any such settlement shall be made without the prior consent
of the Indemnifying Party which consent shall not be unreasonably
withheld.
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ARTICLE
IX
TERMINATION
9.1 Termination.
This
Agreement may be terminated at any time before or, at Closing, by:
(a) The
mutual agreement of the Parties;
(b) Any
party
if:
(i) Any
provision of this Agreement applicable to a party shall be materially untrue
or
fail to be accomplished; or
(ii) Any
legal
proceeding shall have been instituted or shall be imminently threatening to
delay, restrain or prevent the consummation of this Agreement;
(c) Upon
termination of this Agreement for any reason, in accordance with the terms
and
conditions set forth in this paragraph, each said party shall bear all costs
and
expenses as each party has incurred. Termination in accordance with Paragraph
9.1(b) above shall be without prejudice to the rights and remedies which any
party terminating this Agreement may have under this Agreement, if (a) a default
shall be made by the other party in the observance or in the due and timely
performance by such party of any of the covenants herein contained, or (b)
there
shall have been a material breach by the other party of any of the warranties
and representations herein contained.
ARTICLE
X
MISCELLANEOUS
10.1 Survival
of Representations, Warranties and Agreements.
All
representations and warranties and statements made by a party to in this
Agreement or in any document or certificate delivered pursuant hereto shall
survive the Closing Date for the period of the applicable statute of
limitations. Each of the parties hereto is executing and carrying out the
provisions of this agreement in reliance upon the representations, warranties
and covenants and agreements contained in this agreement or at the closing
of
the transactions herein provided for and not upon any investigation which it
might have made or any representations, warranty, agreement, promise or
information, written or oral, made by the other party or any other person other
than as specifically set forth herein.
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10.2 Access
to Books and Records.
During
the course of this transaction through Closing, each party agrees to make
available for inspection all corporate books, records and assets, and otherwise
afford to each other and their respective representatives, reasonable access
to
all documentation and other information concerning the business, financial
and
legal conditions of each other for the purpose of conducting a due diligence
investigation thereof. Such due diligence investigation shall be for the purpose
of satisfying each party as to the business, financial and legal condition
of
each other for the purpose of determining the desirability of consummating
the
proposed transaction. The Parties further agree to keep confidential and not
use
for their own benefit, except in accordance with this Agreement any information
or documentation obtained in connection with any such
investigation.
10.3 Further
Assurances.
If, at
any time after the Closing, the parties shall consider or be advised that any
further deeds, assignments or assurances in law or that any other things are
necessary, desirable or proper to complete the merger in accordance with the
terms of this agreement or to vest, perfect or confirm, of record or otherwise,
the title to any property or rights of the parties hereto, the Parties agree
that their proper officers and directors shall execute and deliver all such
proper deeds, assignments and assurances in law and do all things necessary,
desirable or proper to vest, perfect or confirm title to such property or rights
and otherwise to carry out the purpose of this Agreement, and that the proper
officers and directors the parties are fully authorized to take any and all
such
action.
10.4 Notice.
All
communications, notices, requests, consents or demands given or required under
this Agreement shall be in writing and shall be deemed to have been duly given
when delivered to, or received by prepaid registered or certified mail or
recognized overnight courier addressed to, or upon receipt of a facsimile sent
to, the party for whom intended, as follows, or to such other address or
facsimile number as may be furnished by such party by notice in the manner
provided herein:
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Attention:
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If
to Sellers:
Santa
Xxxxxx Capital Partners, II LLC
0000
Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxx
Xxxxxxx, Xxxxxxxxxx 00000
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Attn:
Xxxxx Xxxxxxxx
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With
a copy to:
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Xxxx
& Xxxxx
0000
Xxxxxxx Xxxx Xxxx, 00xx
Xxxxx
Xxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention:
Xxxxx X. Xxxxxxxx, Esq.
Telecopy
No.: (000) 000-0000
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If
to the Company:
Hunter
World Markets, Inc.
Penthouse
Suite
0000
Xxxxxxxx Xxxxxxxxx
Xxxxxxx
Xxxxx, Xxxxxxxxxx 00000
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Attention:
Xxxx Xxxxxx
Telecopy
No.: (000) 000-0000
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With
a copy to:
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Xxxxx,
Xxxxx & Xxxxxx LLP
0000
Xxxxxxxx Xxxxxxxxx, 0xx
Xxxxx
Xxxxxxx
Xxxxx, Xxxxxxxxxx 00000-0000
Attention:
Xxx Xxxx
Telecopy:
(000) 000-0000
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10.5 Entire
Agreement.
This
Agreement, the Disclosure Schedules and any instruments and agreements to be
executed pursuant to this Agreement, set forth the entire understanding of
the
parties hereto with respect to its subject matter, merge and supersede all
prior
and contemporaneous understandings with respect to its subject matter and may
not be waived or modified, in whole or in part, except by a writing signed
by
each of the parties hereto. No waiver of any provision of this Agreement in
any
instance shall be deemed to be a waiver of the same or any other provision
in
any other instance. Failure of any party to enforce any provision of this
Agreement shall not be construed as a waiver of its rights under such
provision.
10.6 Successors
and Assigns.
This
Agreement shall be binding upon, enforceable against and inure to the benefit
of, the parties hereto and their respective heirs, administrators, executors,
personal representatives, successors and assigns, and nothing herein is intended
to confer any right, remedy or benefit upon any other person. This Agreement
may
not be assigned by any party hereto except with the prior written consent of
the
other parties, which consent shall not be unreasonably withheld.
10.7 Governing
Law.
This
Agreement shall in all respects be governed by and construed in accordance
with
the laws of the State of California are applicable to agreements made and fully
to be performed in such state, without giving effect to conflicts of law
principles.
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10.8 Counterparts.
This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the
same
instrument.
10.9 Construction.
Headings contained in this Agreement are for convenience only and shall not
be
used in the interpretation of this Agreement. References herein to Articles,
Sections and Exhibits are to the articles, sections and exhibits, respectively,
of this Agreement. The Disclosure Schedules are hereby incorporated herein
by
reference and made a part of this Agreement. As used herein, the singular
includes the plural, and the masculine, feminine and neuter gender each includes
the others where the context so indicates.
10.10 Severability.
If any
provision of this Agreement is held to be invalid or unenforceable by a court
of
competent jurisdiction, this Agreement shall be interpreted and enforceable
as
if such provision were severed or limited, but only to the extent necessary
to
render such provision and this Agreement enforceable and to carry out the
intentions of the parties.
10.11 Expenses.
Each
Party shall separately pay for their respective costs of legal services,
accounting, auditing, communications and due diligence in connection with the
transactions contemplated hereby except that subsequent to the Closing, there
shall be no liability of the Company for any such matters.
10.12 Announcements.
Unless
both the Company and Seller agree in writing or as otherwise provided in this
Section 10.12, neither the Company nor Seller shall make a public announcement
regarding the transactions contemplated hereby. Any public announcement shall
be
made upon the mutual agreement and written consent of the Parties.
[Signature
page to follow]
12
[Signature
page to Share Exchange Agreement]
IN
WITNESS WHEREOF, each of the parties hereto has executed this Agreement as
of
the date first set forth above.
|
PRO
ELITE, INC., a New Jersey corporation
|
|
|
By:
/s/ Xxxxxx
Xxxxx
Name:
Xxxxxx
Xxxxx
Title:
President
|
|
|
SELLERS:
|
|
|
450
shares
|
SANTA
XXXXXX CAPITAL PARTNERS II, LLC
By: /s/
Xxxxx
Xxxxxxxx
Xxxxx
Xxxxxxxx, its Manager
|
|
180
shares
|
/s/
Xxxxxxx Xx
Xxxx
Xxxxxxx
Xx Xxxx
|
|
100
shares
|
/s/
Xxxx
Xxxx
Xxxx
Xxxx
|
|
160
shares
|
LifeLogger,
LLC
By:
/s/ Xxxx
Xxxxxx
|
|
50
shares
|
Pro
Camp Enterprises LLC
By:
/s/ X. X.
Xxxxxxx
|
|
20
shares
|
/s/
Xxxxx
Xxxx
Xxxxx
Xxxx
|
13
|
[Signature
Page to Share Exchange Agreement]
|
|
|
30
shares
|
Hunter
World Markets, Inc.
By:
/s/ Xxxx
Xxxxxx
Name:
Xxxx Xxxxxx
Its:
President
|
|
10
shares
|
/s/
Xxxxx
Xxxxxxxx
Xxxxx
Xxxxxxxx
|
14
Schedule
2.3
$2,474.30
due to Computershare
15
Schedule
3.1
RSI
owns
all of the capital stock of MMA Live, Inc. and I-Fight, Inc. both California
corporations.
16
