SHARE EXCHANGE AGREEMENT
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THIS AGREEMENT, dated as of June 30, 2004, is between Axiom III, Inc., a
Nevada corporation ("AXIOM III"), Northeast Nominee Trust, the majority
shareholder of AXIOM III ("Northeast"), Axiom First Corporation, a Massachusetts
corporation ("Axiom First"), and Northeast Nominee Trust as the sole shareholder
of Axiom First (the"Sole Shareholder").
WHEREAS, AXIOM III, Northeast, Axiom First, and the Sole Shareholder intend
to enter into a tax-free reorganization as hereinafter set forth;
WHEREAS, AXIOM III intends to issue 2,500,000 shares of its common stock
(the "AXIOM III Shares") to the Sole Shareholder in exchange for twenty (20)
shares of Axiom First's common stock (the "Massachusetts Shares") owned by the
Sole Shareholder, representing one hundred percent (100%) of Axiom First's
issued and outstanding shares on a fully diluted basis;
WHEREAS, Axiom First owns one hundred percent (100%) of the issued and
outstanding common stock of Axiom Second Corporation, a Massachusetts
corporation ("Axiom Second");
WHEREAS, Axiom Second owns a 3-story, 7-unit apartment house located at 00
Xxxxxxx Xxxxxx in Chicopee, Massachusetts;
WHEREAS, AXIOM III intends to use its best efforts to file and have
declared effective a Form SB-2 registration statement and to have its common
stock listed on the Over-the-Counter Bulletin Board;
WHEREAS, AXIOM III, Northeast, Axiom First and the Sole Shareholder intend
to enter into various additional agreements as part of this arrangement, all of
which are set forth herein.
NOW, THEREFORE, the parties agree as follows:
Section 1. Exchange of Shares.
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1.1 Issuance and Exchange of theAXIOM III Shares. Upon the terms and
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subject to the conditions of this Agreement, at the Closing (as hereinafter
defined) AXIOM III will transfer to the Sole Shareholder the AXIOM III Shares,
subject to the conditions in Section 5 hereof.
1.2 Exchange of theMassachusetts Shares. Upon the terms and subject to the
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conditions of this Agreement, at the Closing the Sole Shareholder will transfer
to AXIOM III the Massachusetts Shares, subject to the conditions in Section 5
hereof.
1.3 Closing. The closing (the "Closing") of the exchange of shares shall
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take place at 12:00 Noon, local time on or before July 5, 2004, after:
(i) The approval of the execution, delivery and performance of this
Agreement by the Boards of Directors and shareholders of AXIOM III and Axiom
First.
(ii) Compliance with any requirements by any commission or government agency
applicable to the exchange of the shares.
The Closing shall occur at AXIOM III's offices, or at such other place as the
parties shall agree. At the Closing, AXIOM III will deliver, or cause to be
delivered, to the Sole Shareholder the AXIOM III Share certificate, and the Sole
Shareholder will deliver, or cause to be delivered, to AXIOM III the
Massachusetts Shares certificate.
Section 2. Representations and Warranties of AXIOM III and Northeast.
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AXIOM III and Northeast, jointly and severally, hereby represent and
warrant to Axiom First and the Sole Shareholder, as follows:
2.1 Organization. AXIOM III is a corporation duly organized, validly
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existing and in good standing under the laws of the State of Nevada, and has the
corporate power to own its properties and to conduct its business as presently
conducted.
2.2 Authority. AXIOM III has all requisite corporate power and authority to
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enter into and perform its obligations under this Agreement. Subject to the
approval of the Board of Directors of AXIOM III, the execution, delivery and
performance of this Agreement by AXIOM III have been duly authorized and
approved by all requisite corporate authority, and will not require any further
authorization or consent of AXIOM III or the shareholders of AXIOM III. This
Agreement constitutes the legal, valid and binding agreement of AXIOM III,
enforceable in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization or other laws relating to or
affecting the enforcement of creditors' rights generally, and subject to usual
equity principles in the event that equitable remedies are sought.
2.3 No Conflicts. Neither the execution and delivery of this Agreement nor
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the consummation of the exchange of shares will conflict with, result in a
breach of the terms, conditions or provisions of, or constitute a default or an
event of default under: the Articles of Incorporation or By-laws of AXIOM III;
any contractual restriction contained in any instrument, agreement or mortgage
(which is, individually, or in the aggregate, material to the consolidated
financial condition of AXIOM III), to which AXIOM III is a party or any of its
properties is subject or by which AXIOM III is bound; or any statute, other law
or regulatory provision presently in effect and having applicability to it.
2.4 Ownership of Shares. AXIOM III has good title to the AXIOM III Shares,
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free and clear of any lien, claim, encumbrance, option, right or other
restriction of any kind.
Section 3. Representations and Warranties of Axiom First and
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The Sole Shareholder.
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Axiom First and the Sole Shareholder, jointly and severally, hereby represent
and warrant to AXIOM III and Northeast, as follows:
3.1 Organization. Axiom First is a corporation duly organized, validly
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existing and in good standing under the laws of the State of Massachusetts, and
has the corporate power to own its properties and to conduct its business as
presently conducted.
3.2 Authority. Axiom First has all requisite corporate power and authority
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to enter into and perform its obligations under this Agreement. Subject to the
approval of the Board of Directors of Axiom First, the execution, delivery and
performance of this Agreement by Axiom First have been duly authorized and
approved by all requisite corporate authority, and will not require any further
authorization or consent of Axiom First or the shareholders of Axiom First.
This Agreement constitutes the legal, valid and binding agreement of Axiom
First, enforceable in accordance with its terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization or other laws relating
to or affecting the enforcement of creditors' rights generally, and subject to
usual equity principles in the event that equitable remedies are sought.
3.3 No Conflicts. Neither the execution and delivery of this Agreement nor
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the consummation of the exchange of shares will conflict with, result in a
breach of the terms, conditions or provisions of, or constitute a default or an
event of default under: the Articles of Incorporation or By-laws of Axiom
First; any contractual restriction contained in any instrument, agreement or
mortgage (which is, individually, or in the aggregate, material to the
consolidated financial condition of Axiom First), to which Axiom First is a
party or any of its properties is subject or by which Axiom First is bound; or
any statute, other law or regulatory provision presently in effect and having
applicability to it.
3.4 Ownership of Shares. The Sole Shareholder has good title to the
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Massachusetts Shares, free and clear of any lien, claim, encumbrance, option,
right or other restriction of any kind.
3.5 No Distribution. The Sole Shareholder is acquiring the AXIOM III Shares
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for his own account for the purpose of investment and not with a view to or for
sale in connection with any distribution thereof.
3.6 Massachusetts Share Percentage. The Massachusetts Shares represent one
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hundred percent (100%) of all of the issued and outstanding shares of common
stock of Axiom First, calculated on a fully diluted basis.
3.7 Ownership of Certain Assets. Axiom First owns 1000 shares of Axiom
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Second Corporation, a Massachusetts corporation, which represents one hundred
percent (100%) of all the issued and outstanding capital stock of Axiom Second.
Axiom Second owns title to that certain 3-story, 7-unit apartment building
located at 00 Xxxxxxx Xxxxxx in Chicopee, Massachusetts, more fully described in
the Quitclaim Deed dated June 12, 2003 recorded in Book 13348, page 114 of the
Hampden County Massachusetts Registry of Deeds.
Section 4. Other Agreements.
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4.1 Registration of AXIOM III Shares. AXIOM III hereby agrees to use its
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best efforts to file, or cause to be filed, a registration statement on Form
SB-2 with the United States Securities and Exchange Commission as soon as
practicable after the date of this agreement, and in no event later than 6
months after the date of this agreement. Such Form SB-2 will register the AXIOM
III shares in the name of the Northeast Nominee Trust as a selling shareholder.
Such Form SB-2 may also register the shares of other selling security holders in
the same document, at the same time. After filing the Form SB-2, AXIOM III
agrees to use its best efforts to respond to the SEC's comments and to cause the
Form SB-2 to be declared effective.
4.2 AXIOM III Stock Listing on the OTCBB. AXIOM III agrees to use its best
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efforts to cause its common stock to become quoted for trading on the
Over-the-Counter Bulletin Board trading system (OTCBB) within one year from the
date of this agreement.
4.3 Governmental Approvals. Each party hereby agrees that it shall take all
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steps reasonably necessary to obtain the written consent or approval of each and
every other governmental agency, if any, whose consent or approval shall be
required in order to permit the consummation of the transactions contemplated by
this Agreement.
4.4 Further Assurances. Each party hereby agrees that it shall take or
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cause to be taken such
other actions as may reasonably be required in order to consummate the
transactions contemplated by this Agreement.
Section 5. Certain Conditions.
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5.1 Conditions to Closing. The obligations of the parties to consummate the
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exchange of shares and the other transactions contemplated by this Agreement
shall be subject to the following conditions.
(a) Representations and Warranties. The representations and warranties of
the parties shall be true and complete in all material respects when made, and
shall be true and complete on and as of the Closing.
(b) Board of Directors' and Shareholders' Approvals. The Board of Directors
and shareholders of each of AXIOM III and Axiom First shall have approved the
transactions contemplated by this Agreement.
(c) No Injunction. There shall not be in effect any order or injunction of
any court of competent jurisdiction prohibiting the exchange of the shares.
Section 6. Indemnification.
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(a) Indemnification by AXIOM III and Northeast. AXIOM III and Northeast,
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jointly and severally, will indemnify, defend, protect and hold harmless Axiom
First and its officers, directors, employees, stockholders, agents,
representatives and affiliates, including the Sole Shareholder, from and against
all claims, damages, actions, suits, proceedings, demands, assessments,
adjustments costs and expenses (including specifically, but without limitation,
reasonable attorneys' fees and expenses of investigation) incurred by any of
such indemnified persons as a result of or arising from (i) any breach of the
representations and warranties of AXIOM III and Northeast set forth herein, or
(ii) any breach or nonperformance of any covenant or agreement on the part of
AXIOM III and Northeast under this Agreement.
(b) Indemnification by Axiom First and the Sole Shareholder. Axiom First
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and the Sole Shareholder, jointly and severally, will indemnify, defend, protect
and hold harmless AXIOM III and its officers, directors, employees,
stockholders, agents, representatives and affiliates, including Northeast, from
and against all claims, damages, actions, suits, proceedings, demands,
assessments, adjustments costs and expenses (including specifically, but without
limitation, reasonable attorneys' fees and expenses of investigation) incurred
by any of such indemnified persons as a result of or arising from (i) any breach
of the representations and warranties of Axiom First and the Sole Shareholder
set forth herein, (ii) any breach or nonperformance of any covenant or agreement
on the part of Axiom First and the Sole Shareholder under this Agreement or
(iii) any known or unknown liabilities of Axiom First or Axiom Second which may
currently exist or may arise following the Closing for a period of one year.
Section 6. Miscellaneous.
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6.1 Termination. This Agreement may be terminated at any time prior to
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Closing by any party if Closing has not occurred on or prior to July 5, 2004.
In the event of any termination of this Agreement as provided above, this
Agreement shall forthwith become void and there shall be no liability on the
part of any party to any other party.
6.2 Survival. The representations, warranties and agreements in this
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Agreement shall survive the Closing.
6.3 Expenses. Each party will pay its own expenses regardless of whether
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the exchange of shares hereunder is consummated.
6.4 Amendments. This Agreement may not be modified, amended, altered or
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supplemented except upon the execution and delivery of a written agreement
executed by the parties.
6.5 Notices. Any notices and other communications hereunder shall be in
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writing and shall be deemed given if delivered personally or mailed by
registered or certified mail (return receipt requested) to the parties at the
following addresses (or at such other address for a party as shall be specified
by like notice):
(a) If to AXIOM III:
Axiom III, Inc.
0000 Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
Attn: Mr. Xxxxx Xxxxxxx
(b) If to Axiom First:
Axiom First Corporation
0000 Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
Attn: Mr. Xxxxx Xxxxxxx
6.7 Other. This Agreement (i) constitutes the entire agreement and
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supersedes all other prior agreements and understandings, both written and oral,
among the parties, or any of them, with respect to the subject matter hereof;
(ii) is not intended to confer upon any other person any rights or remedies
hereunder; (iii) shall not be assigned by operation of law or otherwise; (iv)
shall be governed in all respects, including validity, interpretation and effect
, by the laws of the State of North Carolina, without giving effect to the
principles of conflict of laws thereof. This Agreement may be executed in two or
more counterparts which together shall constitute a single agreement. Fax copies
of signatures shall be deemed to have the same force and effect as originals.
The headings contained in this Agreement are for reference purposes only and
shall not effect in any way the meaning or interpretation of this Agreement.
6.8 Currency. All dollar amounts in this Agreement are expressed in U.S.
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dollars.
[REMAINDER OF PAGE LEFT BLANK; SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first above written by their respective officers thereunto duly
authorized.
AXIOM III, INC., a Nevada corporation
By______________________________
Xxxxx Xxxxxxx
President
NORTHEAST NOMINEE TRUST
________________________________
Xxxxx Xxxxxxx, Trustee of the Northeast Nominee Trust
AXIOM FIRST CORPORATION, a Massachusetts corporation
By_______________________________
Xxxxx Xxxxxxx
President
SOLE SHAREHOLDER OF AXIOM FIRST
By________________________________
Xxxxx Xxxxxxx
Trustee of the Northeast Nominee Trust
