Exhibit 10.2
SHARE EXCHANGE AGREEMENT
DATED: September 29, 1997
BETWEEN: Pixieland Corporation, a Nevada corporation
00000 X.X. Xxxxx Xxxx., Xxxxx 000
Xxxxxxxxx, XX 00000 "Pixieland"
AND: Seabourne Ventures, Inc., an Oregon corporation
0000 X.X. Xxxxxxxx Xx.
Xxxxxx, XX 00000 "Seabourne"
AND: Those persons whose names appear on the
attached Schedule A as Seabourne Shareholders
"Seabourne Shareholders" or
"Seabourne Shareholder"
RECITALS
A. Pixieland desires to acquire One Hundred Percent (100%) of the
issued and outstanding common stock of Seabourne and all of the assets of ITG.
B. The Seabourne Shareholders are willing to exchange their shares of
common stock in Seabourne ( "Seabourne Securities) for shares of common stock
of Pixieland ("Pixieland Securities") pursuant to the terms and conditions of
this Agreement and with the understanding and intention that the exchange of
shares will qualify as a tax-free reorganization under Section 368(a)(1)(B) of
the Internal Revenue Code of 1986, as amended.
C. It is the intention of the parties to this Agreement that, upon the
consummation of the share exchange described herein, Seabourne will be a
wholly-owned subsidiary of Pixieland.
NOW, THEREFORE, the parties hereto agree as follows:
I. THE EXCHANGE.
(a) COMMON SHARE EXCHANGE. Each Seabourne Shareholder will exchange
one (1) share of the issued and outstanding common stock of Seabourne for one
(1) share of common stock of Pixieland Corporation. A schedule of all
Seabourne Shareholders executing this Agreement is attached hereto as Schedule A
and incorporated herein by this reference. Pixieland will issue to the Seabourne
Shareholders Ten Million Five Hundred Twenty Three Thousand Six Hundred Twenty
(10,523,620) shares of Pixieland common stock.
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(b) PROCEDURE. The Seabourne Shareholders, by executing this
Agreement, agree to surrender all their respective Seabourne Securities for
exchange pursuant to this Agreement.
II. ACQUISITION OF AGRO INDUSTRIES.
Pixieland acknowledges that, as of the date of this Agreement,
Seabourne is negotiating for the acquisition of all of the issued and
outstanding common stock of Agro Industries, Rowen, X.X.xx C.V. Ensenada, Mexico
("Agro Industries"). Pixieland is prepared to assist Seabourne in acquiring Agro
Industries and will, for that purpose, issue to Seabourne Three Million
(3,000,000) shares of its common stock ("Mexico Shares) to be used by Seabourne
to acquire Agro Industries. In the event that an agreement cannot be reached to
acquire Agro Industries, Seabourne will immediately return the Mexico Shares to
Pixieland for cancellation.
III. REPRESENTATIONS AND WARRANTIES OF SEABOURNE SHAREHOLDERS.
The Seabourne Shareholders represent and warrant that:
(a) By executing this Agreement, the Seabourne Shareholders
represent and warrant that they own all of the Seabourne Securities listed
opposite their names on Schedule A free and clear of any lien, encumbrance or
claim of others and may freely transfer, assign and exchange the same.
(b) The Seabourne Shareholders represent and warrant that they are
exchanging their Seabourne Securities for the Pixieland Securities for
investment purposes only, and not with a view to distribute and acknowledge that
the Pixieland Securities will not be registered and only may be sold or
transferred pursuant to a registration statement or an exemption from
registration under the Securities Act of 1933. The Seabourne Shareholders
acknowledge that the Pixieland Securities may be issued to them with a legend
setting forth this restriction on transfer.
IV. REPRESENTATIONS AND WARRANTIES OF PIXIELAND.
Pixieland hereby represents and warrants that:
(a) Pixieland is a corporation duly organized under the laws of the
State of Nevada, validly existing, and authorized to exercise all its corporate
powers, rights and privileges;
(b) Pixieland has the corporate power and authority to own and
operate its properties and to carry on its businesses now conducted;
(c) Pixieland has all requisite legal and corporate power to execute
and deliver this Agreement;
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(d) Pixieland will have at Closing all required legal and corporate
power to issue the Pixieland Securities called for by this Agreement.
(e) All corporate actions on the part of Pixieland necessary for the
authorization, execution, delivery and performance of all obligations under this
Agreement and for the issuance and delivery of the Pixieland Securities has been
taken, and this Agreement constitutes a valid obligation of Pixieland.
(f) The Pixieland Securities, when sold and delivered in accordance
with the terms of this Agreement and for the consideration expressed herein,
shall be duly and validly issued, fully paid and non-assessable;
(g) Pixieland is a non-reporting public corporation within the
meaning of the Securities Exchange Act of 1934;
(h) There is no action, proceeding, or investigation pending or
threatening, or any basis therefor known to Pixieland to question the validity
of this Agreement or the accuracy of the representations and warranties
contained herein;
(i) To its best knowledge, there are no undisclosed contingent
liabilities to which it or its assets may be subject;
(j) The authorized capital stock of Pixieland consists of Fifty
Million (50,000,000) shares of common stock, of which Four Million Three
Hundred Thirty Five Thousand Eight Hundred Fifty-Five (4,335,855) shares are
issued and outstanding as of the date of this Agreement and Ten Million
(10,000,000) shares of preferred stock, of which Six Thousand Six Hundred Sixty
Eight (6,668) shares are issued and outstanding as of the date of this
Agreement. Except as contemplated in this Agreement, there are no other
securities, options, warrants, or other rights to purchase any securities of
Pixieland outstanding. All outstanding securities of Pixieland are duly and
validly issued, fully paid and non-assessable;
(k) As soon as practicable after the execution of this Agreement, but
prior to the exchange described in Section I herein, Pixieland will hold a
Special Meeting of its shareholders for the following purposes:
(i) Approval and ratification of prior actions of the current
Board of Directors;
(ii) Approval of the share exchange described in this
Agreement;
(iii) Approval of the change of the name of Pixieland to
"Integrated Food Resources, Inc.";
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(iv) Re-election of the following persons to the Board of
Directors of Pixieland:
Alain de la Motte Xxxxx Xxxxxx
Xxxx Xxxxxxx Xxxxx XxXxxxxx
Xxxx Xxxxx
V. REPRESENTATIONS AND WARRANTIES OF SEABOURNE.
Seabourne represents and warrants that:
(a) Seabourne is a corporation duly organized under the laws the
State of Oregon, validly existing and authorized to exercise all its corporate
powers, rights and privileges;
(b) Seabourne has the corporate power and authority to own and
operate its properties and to carry on its business as now conducted;
(c) Seabourne has all requisite legal and corporate power to execute
and deliver this Agreement;
(d) All corporate actions on the part of Seabourne necessary for the
authorization, execution, delivery and performance of all obligations under this
Agreement have been taken and this Agreement constitutes a valid obligation of
Seabourne.
(e) Seabourne is a non-reporting corporation within the meaning of
the Securities Exchange Act of 1934.
(f) There is no action, proceeding or investigation pending or
threatening or any basis thereof known to Seabourne to question the validity of
this Agreement or the accuracy of the representations and warranties contained
herein.
VI. CLOSING.
Closing shall take place on or about September 29, 1997. Upon
receipt of the Agreement executed by all parties or in counterparts and when
in possession of not less than one hundred percent (100%) of Seabourne
Securities, Pixieland may complete the transaction by transferring the
Pixieland Securities to the Seabourne Shareholdersand Seabourne Ventures,
respectively.
VII. MISCELLANEOUS.
(a) This Agreement may be signed in any number of counterparts, each
of which will be considered an original.
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(b) The representations and warranties herein contained will survive
Closing.
(c) This Agreement, together with all schedules attached hereto,
constitutes the entire agreement between and among the parties and supersedes
all previous agreements, understandings, negotiations and discussions, whether
written or oral, between the parties concerning its subject matter.
(d) This Agreement will be governed by the laws of the state of
Nevada.
(e) Any controversy or claim arising out of, or related to this
Agreement, or the breach thereof, shall be settled by arbitration in accordance
with the rules of the America Arbitration Association and judgement upon the
award rendered by the arbitrator(s) may be entered in any court have
jurisdiction thereof. Seabourne hereby submits to the jurisdiction of any local,
state or federal court in the United States for purposes of enforcing any
judgement described in this section.
(f) In any arbitration proceeding initiated under this Agreement, the
prevailing party shall be entitled to an award of its reasonable attorneys fees
and costs.
THIS AGREEMENT IS EFFECTIVE AS OF THE DATE FIRST ABOVE WRITTEN.
Pixieland Corporation Seabourne Ventures, Inc.
By:/s/ Alain De La Motte By: /s/ Alain De La Motte
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President President
Seabourne Shareholders
/s/ [ILLEGIBLE]
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/s/ [ILLEGIBLE]
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/s/ [ILLEGIBLE]
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/s/ Xxxxx Xxxxxxx (Xxxxx Xxxxxxx)
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/s/ Xxxxx Xxxxxxx, PhF Specialist, Inc
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/s/ [ILLEGIBLE]
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/s/ Xxxxxxxx Xxxxx (Xxxxxxxx Xxxxx) 10/13/97
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/s/ [ILLEGIBLE]
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Xxxxxx Family Foods Inc
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by /s/ /s/ [ILLEGIBLE] SR V.P.
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/s/ [ILLEGIBLE]
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/s/ [ILLEGIBLE]
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/s/ Xxxxx X. Xxxxxxxx
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/s/ Xxxxxx Xxxxxx
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/s/ [ILLEGIBLE]
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/s/ Xxxxx X. Xxxxxx
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/s/ Alain de la Motte p.p. Xxxxx de la Motte
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/s/ Alain de la Motte p.p. Dominique de la Motte
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/s/ Alain de la Motte p.p. Xxxxxxxx & Xxxxxxx Xxxxxxx
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/s/ Alain de la Motte p.p. Xxxxxxxx & T. de [ILLEGIBLE]
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/s/ Alain de la Motte /s/ Alain de la Motte President
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[ILLEGIBLE] MINISTRIES INT'L.
/s/ Marc de la Motte
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/s/ Xxxx Xxxxxxx
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5000 Shares each
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Certificates #60 + #61
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10-13-97
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/s/ [ILLEGIBLE]
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/s/ [ILLEGIBLE]
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Oct. 14-1997 (JOSERAKON XXXXXXXXX) /s/ Joserakon Xxxxxxxxx
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J&B Associates by
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/s/ [ILLEGIBLE]
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Education Business Service
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by /s/ Xxxxx Xxxxxxx Trustee
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/s/ [ILLEGIBLE]
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/s/ [ILLEGIBLE]
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