SHARE EXCHANGE AGREEMENT between One World Holdings, Inc. formerly Environmental Safeguards, Inc. and The One World Doll Project, Inc. and The Shareholders of The One World Doll Project, Inc. Dated July 21, 2011
EXHIBIT 2.1
between
formerly
Environmental Safeguards, Inc.
and
The One World Doll Project, Inc.
and
The Shareholders of
The One World Doll Project, Inc.
Dated July 21, 2011
THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is entered into as of this 21st day of July 2011, by and between One World Holdings, Inc., formerly Environmental Safeguards, Inc., a Nevada corporation (the "Company"), The One World Doll Project, Inc., a Texas corporation ("One World"), and the persons executing this Agreement listed on the signature page hereto who are shareholders of One World (each a “One World Shareholder” and collectively the "One World Shareholders"), upon the following premises:
ARTICLE I
(a)
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On the terms and subject to the conditions set forth in this Agreement, at the Closing, each One World Shareholder, by his, her or its execution hereof, elects to approve the Exchange described herein and shall assign, transfer, convey and deliver to the Company, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature or description, the number of shares of common stock of One World set forth under such One World Shareholder’s name in Exhibit “A” hereto, constituting all of the issued and outstanding shares of common stock of One World held by the One World Shareholders. As a result of the Exchange, One World will become a subsidiary of the Company.
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(b)
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Each of the One World Shareholders will receive 38.214 shares of Common Stock of the Company in exchange for every one (1) share of common stock of One World conveyed to the Company pursuant to Section 1.01(a). Assuming this Agreement is entered into by all of the shareholders of One World and 100% of the issued and outstanding shares of One World’s common stock are conveyed to the Company, upon Closing (i) the One World Shareholders will receive an aggregate of 130,013,584 shares of the Company’s Common Stock in consideration for an aggregate of 3,402,250 shares of One World’s common stock, and (ii) the Company will have an aggregate of 143,577,560 shares of common stock issued and outstanding (accounting for the issuance of 130,013,584 shares of Common Stock to the One World Shareholders).
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(a)
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Each of the One World Shareholders shall surrender the certificates evidencing their shares of One World stock, duly endorsed with appropriate stock powers, for transfer so as to make the Company the sole owner thereof;
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(b)
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The Company will issue and deliver certificates evidencing the appropriate numbers of newly issued shares of the Company’s Common Stock in the names of each One World Shareholder as set forth in Exhibit “A” or letters of instructions from a duly authorized officer of the Company to the Company’s transfer agent instructing the transfer agent to duly issue such stock certificates, all in accordance with this Agreement;
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(c)
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The Board of Directors of the Company shall have approved and authorized the transactions contemplated within this Agreement;
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(d)
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The shareholders of the Company shall have approved and authorized the transactions contemplated within this Agreement;
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(e)
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The Board of Directors of One World shall have approved and authorized the transactions contemplated within this Agreement;
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(f)
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The Company and Xxxxx X. Xxxxxxx shall have executed the Share and Debt Cancellation Agreement;
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(g)
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The Company will execute promissory notes (i) to Xxxxx X. Xxxxxxx in the amount of $23,000.00, (ii) to Xxx Xxxx in the amount of $10,000.00 and (iii) to Xxxx Xxxxxxxx in the amount of $1,000.00. These amounts were incurred by the Company in connection with keeping the Company in business prior to execution of this Agreement;
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(h)
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Effective upon Closing, the Board of Directors of the Company shall have appointed Corinda Xxxxxx Xxxxxx, Xxxxx X. Xxxxxxx, Xxxxxx Xxxxx and Xxxxxx XxXxxxx-Xxxx as new members of the Board of Directors;
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Effective upon Closing, Xxxxx Xxxxxxx and Xxxxxx Xxxx shall have each tendered their resignation to the Company, whereby each will resign as director of the Company and each will resign from any other office or other position of employment held with the Company; and
(i)
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Effective immediately subsequent to the resignation of Xx. Xxxxxxx and Xx. Xxxx, the remaining Directors of the Company, Corinda Xxxxxx Xxxxxx, Xxxxx X. Xxxxxxx, Xxxxxx Xxxxx and Xxxxxx XxXxxxx-Xxxx, shall appoint Corinda Xxxxxx Xxxxxx as President and Chief Executive Officer of the Company.
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ARTICLE II
As an inducement to and to obtain the reliance of the Company, One World hereby represents and warrants to the Company, as of the Closing Date, as follows:
Section 2.01 Organization, Good Standing and Qualification. One World (i) is an entity duly organized, validly existing and in good standing under the laws of the state of Texas, (ii) has all requisite power and authority to carry on its business, and (iii) is duly qualified to transact business and is in good standing in all jurisdictions where its ownership, lease or operation of property or the conduct of its business requires such qualification, except where the failure to do so would not have a material adverse effect to its business.
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ARTICLE III
As an inducement to and to obtain the reliance of the Company, each One World Shareholder, severally, hereby represents and warrants to the Company, as of the Closing Date, as follows:
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(a)
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If the One World Shareholder is an individual, he or she is of the full age of majority, with full power, capacity and authority to enter into this Agreement and perform the obligations contemplated hereby by and for himself or herself and his or her spouse, if any. All action on the part of the One World Shareholder necessary for the authorization, execution, delivery and performance of this Agreement by the One World Shareholder has been taken or will be taken prior to the Closing. This Agreement constitutes a valid and binding obligation of the One World Shareholder, enforceable against such shareholder in accordance with its terms, subject to bankruptcy, insolvency, reorganization, and other laws of general application relating to or affecting creditors' rights and to general equitable principles.
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(B)
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If the One World Shareholder is an entity, all action on the part of the One World Shareholder necessary for the authorization, execution, delivery and performance of this Agreement by the One World Shareholder has been taken prior to Closing. The One World Shareholder has the requisite corporate power and authority to execute, deliver and perform this Agreement. This Agreement has been duly executed and delivered by the One World Shareholder and constitutes a valid and binding obligation of the One World Shareholder, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization and other similar laws of general application relating to or affecting creditor’s rights and to general equitable principles.
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(a)
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The One World Shareholder understands that the issuance of the Common Stock of the Company will not have been registered under the Act, or any state securities acts, and, accordingly, are restricted securities, and that he, she or it represents and warrants to the Company that his, her or its present intention is to receive and hold the Common Stock of the Company for investment only and not with a view to the distribution or resale thereof.
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(b)
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The One World Shareholder understands that any sale by the One World Shareholder of any of the Common Stock of the Company received under this Agreement will, under current law, require either: (a) the registration of the Common Stock of the Company under the Act and applicable state securities acts; (b) compliance with Rule 144 promulgated under the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable state securities acts. The One World Shareholder understand that the Company has not undertaken and does not presently intend to file a registration statement to register the Common Stock of the Company that is to be issued to the One World Shareholder. The One World Shareholder further understands that the exemption from registration provided by Rule 144 may not be available to the holders of the Common Stock because the Company is deemed to have once been a “shell company” as defined in Rule 405 promulgated under the Act. Rule 144 will only be available for the resale of the Common Stock at such time that the Company (a) is subject to the reporting requirements of Section 13 or 15(d) of the Act; (b) has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials); (c) has filed current "Form 10 information" with the Securities and Exchange Commission (“SEC”) reflecting its status as an entity that is no longer a “shell company”; and (d) one year has elapsed from the date that the Company filed such "Form 10 information" with the SEC.
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(c)
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The One World Shareholder agrees to execute, deliver, furnish or otherwise provide to the Company any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Common Stock of the Company acquired hereby.
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(d)
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To assist in implementing the above provisions, the One World Shareholder hereby consent to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Common Stock of the Company acquired hereby until the Common Stock of the Company has been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows:
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“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED WITHOUT EITHER: (I) REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (II) SUBMISSION TO THE CORPORATION OF AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION THAT SAID SHARES AND THE TRANSFER THEREOF ARE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.”
ARTICLE IV
As an inducement to and to obtain the reliance of One World and the One World Shareholders, the Company hereby represents and warrants to One World and the One World Shareholders, as of the Closing Date, as follows:
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ARTICLE V
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and maintain such defense (including reasonable counsel fees and costs of any suit related thereto) and to make any settlement or pay any judgment or verdict as the individual or entities deem necessary or appropriate in such individuals or entities absolute sole discretion and to charge the cost of any such settlement, payment, expense and costs, including reasonable attorneys’ fees, to the entity or individual that had the obligation to provide such indemnification, defense and hold harmless obligation and same shall constitute an additional obligation of the entity or of the individual or both, as the case may be.
ARTICLE VI
(a) If to One World, to:
The One World Doll Project, Inc.
00000 Xxxxxxxxxx Xxxx, Xxxxx 00
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx Xxxxxx
Email: xxxxxxx@xxxxxxxxxxxxx.xxx
with a copy to:
Xxxxxx X. Xxxxxxx
Xxxxxxx, Xxxxx & Xxxxxxxxx
0000 Xxxxxxxx Xxxxx, Xxxxx 000
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Xxxxxxx, Xxxxx 00000
Email: xxxxxx@xxxxxxxxx.xxx
(b) If to the Company, to:
One World Holdings, Inc., formerly
Environmental Safeguards, Inc.
0000 X. Xxxxxxxxx Xxx 0-000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx Xxxxxxx
Email: xxxxxxx00@xxxxxxx.xxx
with a copy to:
Xxxxxx Xxxx
0000 Xxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Email: xxxxxxxxxxxxx@xxx.xxx
(c) If to the One World Shareholders:
The addresses listed on Exhibit “A,” attached hereto.
A notice or communication will be effective (i) if delivered in person, by email or by overnight courier, on the business day it is delivered and (ii) if sent by registered or certified mail, three (3) business days after dispatch.
Section 6.02 Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to principles of conflict of laws. In any action between or among any of the parties, whether arising out of this Agreement or otherwise, each of the parties irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts located in Xxxxxx County, Texas.
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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURES FOLLOW.]
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SIGNATURES
IN WITNESS WHEREOF, the undersigned have executed this Agreement to become effective as of the date first set forth above.
ONE WORLD HOLDINGS, INC., formerly
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ENVIRONMENTAL SAFEGUARDS, INC.
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By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx Xxxxxxx,
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Chief Executive Officer
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Date: 7/21/2011
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THE ONE WORLD DOLL PROJECT, INC.
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By:/s/ Xxxxxx Xxxxxx
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Printed Name:
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Title: CEO
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Date: 7/21/11
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[SIGNATURES CONTINUED ON FOLLOWING PAGES]
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ONE WORLD SHAREHOLDERS
EM OPTIONS CAPITAL, LLC
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By: |
/s/ EM Options Capital, LLC
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/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
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/s/ Xxxxxxxxx Xxxxx
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Xxxxxxxxx Xxxxx
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/s/ Xxxxx X. Xxxx
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Xxxxx Xxxx
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/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
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/s/ Xxxxxx Xxx Xxxxxxx
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Xxxxxx Xxx Xxxxxxx
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/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
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X XXXXX INC | |
By: | /s/ M Green Inc. |
/s/ Xxxxxx X. Xxxxxxxxx | |
Xxxxxx X. Xxxxxxxxx | |
/s/ Xxxxx Xxxxxxxxx | |
Xxxxx Xxxxxxxxx | |
/s/ Xxxxxxx Xxxxxxxxx | |
Xxxxxxx Xxxxxxxxx |
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/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
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/s/ Xxxxxx Xxxxxxxxxx
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Xxxxxx Xxxxxxxxxx
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/s/ Xxxxxxx Xxxxxxxxxx
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Xxxxxxx Xxxxxxxxxx
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/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
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/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
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/s/ Xxxxxxx Xxxxxx Xxxx
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Xxxxxxx Xxxxxx Xxxx
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/s/ Xxxxxxxx Xxxx Xxxxxxx | |
Xxxxxxxx Xxxx Xxxxxxx | |
/s/ Xxxxxx XxXxxxx-Xxxx | |
Xxxxxx XxXxxxx-Xxxx | |
/s/ Xxxxxx Xxxxxx | |
Xxxxxx Xxxxxx | |
/s/ Xxxxxxx Xxxxx | |
Xxxxxxx Xxxxx | |
ADVANCED EYE FILMS | |
By: | /s/ Advanced Eye Films |
/s/ Xxxx Xxxxxxx | |
Xxxx Xxxxxxx | |
/s/ Xxxxxx Xxxxxxxxxx | |
Xxxxxx Xxxxxxxxxx | |
/s/ Xxxxxx X. Xxxxxxxxx | |
Xxxxxx X. Xxxxxxxxx |
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/s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
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/s/ Xxxxxxx X. Xxxxx III
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Xxxxxxx Xxxxx
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/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
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/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
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/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
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/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
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/s/ Xxxxx Xxxxxxx | |
Xxxxx Xxxxxxx
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/s/ Xxx Xxxx | |
Xxx Xxxx
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/s/ Xxxxxxx Xxxxxx | |
Xxxxxxx Xxxxxx
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