FLEX SHARE EXCHANGE AGREEMENT
THIS
AGREEMENT is made and effective as of February 8, 2007 (the "Effective Date")
between LIorn Kylo (the "Seller") and Flex Resources Co. Ltd. (Nevada)
("NevadaCo").
WHEREAS:
| A. |
Pursuant
to this Agreement, the Seller has agreed to sell and NevadaCo has agreed
to purchase all 2,900,000 of the Seller's shares (the "Subsidiary Shares")
in the capital of Flex Resources Ltd. ("Subco"). These are all of the
issued and outstanding shares of Subco.
|
| B. |
NevadaCo
shall issue and deliver to the Seller 2,900,000 shares of its common
stock
to the Seller as consideration for the Subco Shares.
|
| C. |
In
connection with these transactions, Subco shall become a wholly-owned
subsidiary of NevadaCo on the Effective Date.
|
NOW
THEREFORE, the patties agree as follows:
| 1. |
Purchase
and Sale.
On
the Effective Date, NevadaCo shall purchase from the Seller and the
Seller
shall sell, assign and transfer to NevadaCo the Subco Shares. NevadaCo
shall pay the Seller 2,900,000 shares of its common stock to the Seller
as
full and final consideration for the Subco Shares ..
|
| 2. |
Representation
and Warranty of the Seller.
To
induce NevadaCo to enter into and complete the transaction contemplated
by
this Agreement, the Seller hereby represents and warrants to and covenants
with NevadaCo that he owns good and marketable title to the Subco Shares
as the legal and beneficial owner thereof free and clear of any liens,
charges and encumbrances.
|
| 3. |
Representations
and Warranties of NevadaCo.
NevadaCo hereby represents and warrants to and covenants with the Seller
that (a) NevadaCo is duly organized, validly exists and is in good
standing under the laws of Nevada, (b) when issued to the Seller the
common shares of NevadaCo shall not be subject to any liens, security
interests, encumbrances or other claims, and (c) NevadaCo has the full
power, authority, right and capacity to execute and deliver this
Agreement, to complete the transactions contemplated hereby and to
duly
observe and perform all ofits covenants and obligations herein set
forth.
|
IN
WITNESS WHEREOF the parties have duly executed this Agreement as of the date
first written above.
/s/
Llorn Kylo
Llorn
Kylo
Flex
Resources Co. Ltd. (Nevada)
/s/
Llorn Kylo
Authorized
Signatory
