SHARE EXCHANGE AGREEMENT
This Share Exchange Agreement ("Agreement"), dated as of November 30,
2007, is entered into by and between Victoria Industries, Inc., a corporation
organized and existing under the laws of the State of Nevada ("Victoria" or the
"Company"), and certain shareholders of Victoria, as identified on Appendix A,
(the "Victoria Shareholders" and together with Victoria, the "Parties").
WITNESSETH:
WHEREAS, the Victoria Shareholders are the holders of 406,254 (four
hundred and six thousand, two hundred and fifty four) of the issued and
outstanding shares of Victoria (the "Victoria Shares") and desire to surrender
their Victoria Shares to the Company in exchange for receiving from the Company
100% of the issued and outstanding shares of common stock of its wholly owned
sole operating subsidiary Victoria Resources, Inc;
WHEREAS, Victoria desires to receive Victoria Shares in exchange for 100%
of the shares of its subsidiary Victoria Resources, Inc. ("Resources"), a New
York corporation, in accordance with and subject to the terms of this Agreement;
and
WHEREAS, upon the consummation of the transaction Victoria Shareholders
shall fully control Resources and hereby agree to assume any and all obligations
associated with Resources and fully indemnify and release the Company, its
officers and its remaining shareholders from any and all claims whether existing
prior to this Agreement or arising after this Agreement is consummated. Upon
consummation of the transaction Victoria shall cease to be a shareholder of
Victoria Resources, Inc.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants, representations, warranties and agreements herein contained, the
Parties hereto agree as follows:
SECTION 1. DEFINITIONS AND INTERPRETATIONS
1.1. Defined Terms.
In this Agreement the following words and expressions shall have the
following meanings (such meaning to be equally applicable to both the singular
and plural terms of the terms defined):
"Agreement" shall have the meaning provided in the introductory paragraph;
"Closing" shall have the meaning provided in Section 2.4.;
"Closing Date" shall have the meaning provided in Section 2.4.1;
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"Company" means Victoria;
"Confidential Information" shall have the meaning provided in Section 4.1;
"Victoria Shares" shall have the meaning provided in the recitals;
"Party" or "Parties" means Victoria and each of the Victoria Shareholders
or all of them as the case may be;
"Transaction" shall have the meaning provided in the recitals;
1.2. Principles of Construction.
(a) All references to Articles, Sections, subsections and Appendixes are
to Articles, Sections, subsections and Appendixes in or to this Agreement unless
otherwise specified. The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement. The term
"including" is not limiting and means "including without limitations."
(b) In the computation of periods of time from a specified date to a later
specified date, the word "from" means "from and including"; the words "to" and
"until" each mean "to but excluding"; and the word "through" means "to and
including."
(c) The Table of Contents hereto and the Section headings herein are for
convenience only and shall not affect the construction hereof.
(d) This Agreement is the result of negotiations among and has been
reviewed by the respective Party. Accordingly, this Agreement shall not be
construed against any Party merely because of such Party's involvement in its
preparation.
(e) Wherever in this Agreement the intent so requires, reference to the
neuter, masculine or feminine shall be deemed to include each of the other, and
reference to either the singular or the plural shall be deemed to include the
other.
SECTION 2. THE TRANSACTION
2.1. Transaction is conditioned upon Victoria's Board Approval
Victoria and the Victoria Shareholders agree that the Transaction and this
Agreement are subject to the approval of the Victoria Board of Directors (the
"BOD"). Should no approval be granted by the BOD, or should the BOD reject the
transaction, within 45 days following the date of this Agreement, this Agreement
shall be void and shall have no effect on either of the Parties.
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2.2. Consideration
In consideration for the Victoria Shares, Victoria agrees to transfer 100%
of the issued and outstanding stock of Resources ("the Resources Shares") to the
Victoria Shareholders in accordance with Appendix B hereof.
2.3. Transfer of the Victoria Shares and the Resources Shares upon Closing
2.3.1. Subject to the terms, conditions and warranties set forth in this
Agreement, on the Closing Date, (i) Victoria, in consideration for the Victoria
Shares, will transfer and deliver to the Victoria Shareholders and/or their
nominees the certificates for the Resources Shares, and (ii) in consideration
for the Resources Shares, the Victoria Shareholders shall transfer to Victoria
the Victoria Shares, by way of amending the Resources Bylaws to reflect the
transfer of ownership to Victoria Shareholders, and deliver an executed amended
bylaws to Victoria Shareholders (collectively, the "Closing").
2.4. Closing.
2.4.1. The Closing shall take place at 10:00 A.M. at the offices of Thor
Capital Group, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx on the
earlier of (i) the 60th day following the date of this Agreement, or (ii) the
date on which all the conditions precedent, conditions and warranties set forth
in this Agreement shall have been satisfied or waived (the "Closing Date").
SECTION 3. REPRESENTATIONS AND WARRANTIES
3.1. Representations and Warranties of Victoria
3.1.1. Victoria represents warrants and agrees with the Victoria
Shareholders as follows:
(a) Victoria is duly organized, validly existing and in good standing
under the laws of the state of Nevada. Victoria has the power and authority to
enter into, execute and deliver this Agreement and to perform its obligations
hereunder.
(b) All financial and other information concerning Resources which
Victoria has furnished or will furnish to the Victoria Shareholders (i) is true,
accurate and complete as of its date and in all material respects except to the
extent such information is superseded by information marked as such, (ii) does
not omit any material fact, not misleading and (iii) presents fairly the
financial condition of the organization as of the date and for the period
covered thereby.
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3.2. Representations and Warranties of the Victoria Shareholders
3.2.1. The Victoria Shareholders represent and warrant and agree with
Victoria as follows:
(a) The entire issued and outstanding capital stock of Resources is owned
by the Victoria. All of the shares of Resources have been duly authorized, are
validly issued, fully paid and non-assessable.
(b) The Victoria Shareholders are of the Closing Date, the lawful owners
of record of all of the Victoria Shares, and presently have the power to
transfer and deliver the Victoria Shares to Victoria free and clear of any
restrictions on transfer, security interests, options, warrants, purchase rights
or other contracts or commitments that could require them to sell, transfer, or
otherwise dispose of the Victoria Shares. The delivery to Victoria of the
certificates and stock powers evidencing the transfer of the Victoria Shares to
Victoria pursuant to the provisions of this Agreement will transfer to Victoria
good and marketable title thereto, free and clear of all liens, encumbrances
restrictions and claims of any kind.
(c) Resources is duly organized, validly existing and in good standing
under the laws of New York State. Victoria has the power and authority to enter
into, execute and deliver this Agreement and to perform its obligations
hereunder. This Agreement had been duly authorized and approved by Victoria
respective corporate actions and constitutes its legally valid and binding
obligation and is enforceable against Victoria in accordance with the terms
hereof.
(d) Resources is the sole operating subsidiary of Victoria and is the sole
shareholder of its wholly owned subsidiaries Victoria Lumber LLC duly organized
and validly existing under the laws of the Russian Federation and Coptent
Trading Ltd. duly organized and validly existing under the laws of Cyprus.
(e) Upon execution and delivery of the amended bylaws of Resources
evidencing the transfer of the Resources Shares to the Victoria Shareholders in
accordance with the terms of this Agreement, Victoria Shareholders shall acquire
and thereafter own 100% of the equity of Resources.
(f) Upon Closing of the Transaction Victoria Shareholders will indemnify
and release the Company, its officers and directors and its shareholders against
any possible claims whether existing prior to the Closing or afterwards the
relate to Resources.
(g) All financial and other information furnished or will be furnished by
the Company to Victoria Shareholders regarding Resources is true, accurate and
complete as of its date and in all material respects except to the extent such
information is superseded by information marked as such, (ii) does not omit any
material fact, not misleading and (iii) presents fairly the financial condition
of the organization as of the date and for the period covered thereby.
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(h) Victoria Shareholders have conducted a comprehensive due diligence of
Resources and have satisfied themselves in all material respects.
SECTION 4. CONFIDENTIAL INFORMATION
4.1. Confidential Information Defined.
Any and all information furnished (whether before or after the date
hereof) by or on behalf of any Party to this Agreement, including, without
limitation, by such Party's financial advisors, attorneys and accountants, or
agents, to another Party to this Agreement, or to such Party's directors,
officers, employees, affiliates, representatives, including, without limitation,
financial advisors, attorneys and accountants, or agents shall be regarded as
"Confidential Information." The term Confidential Information shall not,
however, include information which (i) is or becomes publicly available other
than as a result of a disclosure by the Party receiving such Confidential
Information, (ii) is or becomes available to a Party to this Agreement on a
non-confidential basis from a source (other than through another Party to this
Agreement) which is not prohibited from disclosing such information by a legal,
contractual or fiduciary obligation to another Party, (iii) was available to,
known by or within the possession of a Party to this Agreement prior to its
being furnished by (or on behalf of) another Party, or (iv) is independently
developed by or on behalf of a Party to this Agreement not in violation of the
terms of this Agreement.
4.2. Confidentiality.
The Parties undertake to keep any and all Confidential Information
provided with regard to this Agreement confidential and will not, without the
other Party's prior written consent, disclose such Confidential Information in
any manner whatsoever and will not use any Confidential Information other than
in connection with the Transaction; provided, however, that they may reveal the
Confidential Information to their respective representatives (a) who need to
know the Confidential Information (and who agree to use such Confidential
Information in accordance with this Agreement) for the purpose of evaluating the
Transaction and (b) who are informed by the respective Party of the confidential
nature of the information provided.
4.3. Survival of Confidentiality.
The undertakings and representations made above shall survive the Closing
Date and shall expire for all purposes in the date numerically corresponding to
the Closing Date in the twelfth month after the Closing Date.
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SECTION 5. MISCELLANEOUS
5.1. Expenses.
Each of the Parties shall bear its own expenses in connection with the
transactions contemplated by the Agreement.
5.2. Governing Law.
The interpretation and construction of this Agreement, and all matters
relating hereto, shall be governed by the laws of the State of New York
applicable to agreements executed and to be wholly performed solely within such
state.
5.3. Notices.
Any notice or other communication required or permitted under this
Agreement shall be sufficiently given if delivered in person or sent by
facsimile or by overnight registered mail, postage prepaid, addressed as
follows:
If to Victoria Industries, to:
Victoria Industries, Inc.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Tel: x0 000 000 0000
Fax: x0 000 000 0000
Attention: Xx. Xxxxxx Xxxxxxxxxx, President
If to Victoria Shareholders, to:
c/o Xxxxx Xxxxxx
Thor Capital Group, Inc.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Tel: x0-000-0000000
Fax: x0-000-0000000
Or such other address or number as shall be furnished in writing by any such
Party, and such notice or communication shall, if properly addressed, be deemed
to have been given as of the date so delivered or sent by facsimile.
5.4. Parties in Interest.
This Agreement may not be transferred, assigned or pledged by any Party
hereto, other than by operation of law. This Agreement shall be binding upon and
shall inure to the benefit of the Parties hereto and their respective heirs,
executors, administrators, successors and permitted assigns.
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5.5. Entire Agreement.
This Agreement and the other documents referred to herein contain the
entire understanding of the Parties hereto with respect to the subject matter
contained herein. This Agreement shall supersede all prior agreements and
understandings between the Parties with respect to the transactions contemplated
herein.
5.6. Amendments.
This Agreement may not be amended or modified orally, but only by an
agreement in writing signed by the Parties.
5.7. Severability.
In case any provision in this Agreement shall be held invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions hereof will not in any way be affected or impaired thereby.
5.8. Counterparts.
This Agreement may be executed in any number of counterparts, including
counterparts transmitted by telecopier or facsimile transmission, any one of
which shall constitute an original of this Agreement. When counterparts of
facsimile copies have been executed by all parties, they shall have the same
effect as if the signatures to each counterpart or copy were upon the same
document and copies of such documents shall be deemed valid as originals. The
Parties agree that all such signatures may be transferred to a single document
upon the request of any Party.
IN WITNESS WHEREOF, each of the Parties hereto has caused its corporate
name to be hereunto subscribed by its officer(s) thereunto duly authorized as of
the day and year first above written.
Victoria Industries, Inc. The Victoria Shareholders
By: /s/ Xxxxxx Xxxxxxxxxx By: /s/ Xxxxxx Xxxxxx
--------------------------------- ------------------------------------
Name: Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxx
Title: President
By: /s/ Xxxxx Xxxxxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxxxxx
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APPENDIX A
THE VICTORIA SHAREHOLDERS AND VICTORIA SHARES TO BE TRANSFERRED
Name of Shareholder Victoria Shares to be transferred
------------------- ---------------------------------
Xxxxxx Xxxxxx 203,127
Xxxxx Xxxxxxxxxxx 203,127
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406,254
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