SHARE EXCHANGE AGREEMENT
EXHIBIT
10.1
THIS
SHARE EXCHANGE AGREEMENT (this “Agreement”), effective as of the 20th day
of May, 2010 (the "Effective Date"), is entered into by and between Xxxxxx
Xxxxxxx, a shareholder (the “TPI Shareholder”) of Transit Publishing
Inc., a private corporation (“TPI”), and Kurrant Mobile Catering, Inc., a
Colorado corporation (the “Corporation”).
WHEREAS, the TPI Shareholder
is the registered and beneficial owner of one hundred issued and
outstanding shares of common stock of TPI (the “TPI Shares”);
WHEREAS, the Corporation is a publicly
trading company, whose stock currently trades on the OTC Bulletin Board under
the symbol KRMC;
WHEREAS,
subject to approval by the respective Board of Directors, the Corporation
desires to acquire fifty percent (50%) of the total issued and outstanding TPI
Shares in exchange for issuance of 90,000,000 shares of common stock of the
Corporation representing approximately 75.5% of the total issued and outstanding
shares of the Corporation;
WHEREAS,
the parties to this Agreement have agreed to the Share Exchange subject to the
terms and conditions set forth below.
NOW THEREFORE THIS AGREEMENT WITNESSES
that for and in consideration of the mutual premises and the mutual covenants
and agreements contained herein, the parties covenant and agree each with the
other as follows:
ARTICLE
I
EXCHANGE
OF STOCK
Section
1.01. Exchange. Upon
the terms and subject to the conditions of this Agreement, the TPI Shareholder
agree to exchange the TPI Shares for the aggregate 90,000,000 shares of common
stock of the Corporation and the Corporation agrees to issue to TPI an aggregate
90,000,000 shares of its common stock. The parties intend that the Share
Exchange shall qualify as a tax free reorganization under Section 368 of the
Internal Revenue Code. However, the Corporation makes no
representations or warranties regarding the qualification of the Share Exchange
as “tax free”. The Corporation shall cooperate with TPI in executing
any reasonably necessary documents to qualify the Share Exchange as tax free so
far as such agreements do not or could not cause the Corporation or its
shareholders to incur any liability or further obligation.
Section
1.02. Delivery
of Stock; Escrow. (a) Upon the execution hereof, the TPI
Shareholder shall deliver to the Corporation all of his stock certificates
representing the TPI Shares, duly endorsed in blank.
1
(b) Upon
execution hereof, the Corporation shall deliver to the TPI Shareholder stock
certificates representing in the aggregate 90,000,000 shares of common stock of
the Corporation in the names and denominations as set forth on Exhibit A
hereto.
(c) The
execution and delivery of this Agreement shall take place on May 28th, 2010 or
by counterpart signatures to be sent to such offices by facsimile
transmission.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES OF TPI SHAREHOLDER
Section
2.01. Organization, Standing and
Authority; Foreign Qualification. (a) TPI is a private held
corporation duly organized, validly existing and in good standing under the laws
of Canada with all requisite power and authority to enter into, and perform the
obligations under this Agreement. TPI has all requisite power and
authority to own, lease and operate its assets, properties and business and to
carry on its business as now being and as heretofore conducted.
(b) TPI is
duly qualified or otherwise authorized as a corporation to transact business and
is in good standing in each jurisdiction which are the only jurisdictions in
which such qualification or authorization is required by law. No
other jurisdiction has claimed, in writing or otherwise, that TPI is required to
qualify or otherwise be licensed therein. TPI does not file any
franchise, income or other tax returns in any other jurisdiction based upon the
ownership or use of property therein or the derivation of income there
from.
Section
2.02. Capitalization. The
authorized capitalization of TPI is an unlimited number of ClassA, B, C,D,E and
F - TPI Shares and the ownership of each outstanding TPI Share is 200 TPI
Shares, which is the only class of the Company’s capital stock that is
outstanding. All of the outstanding shares of Common Stock of TPI are
duly authorized, validly issued, fully paid and non-assessable and free of
preemptive rights.
Section
2.03. Certificate of Incorporation
and By-Laws. The TPI Shareholder has heretofore delivered to
the Corporation true, correct and complete copies of the Certificate or Articles
of Incorporation or other documentation evidencing a corporation and By-laws or
comparable instruments. The minute books of TPI accurately reflect all actions
taken at all meetings and consents in lieu of meetings of its stockholders, and
all actions taken at all meetings and consents in lieu of meetings of each of
their boards of directors and all committees.
Section
2.04. Execution and
Delivery. This Agreement has been duly executed and delivered
by the Shareholder and each constitutes the valid and binding agreement of each
Shareholder enforceable against the Shareholder in accordance with its
terms.
2
Section
2.05. Consents
and Approvals. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby and
thereby in accordance with the terms and conditions hereof and thereof do not
require any Shareholder or Aden to obtain any consent, approval or action of, or
make any filing with or give any notice to, any person or entity.
Section
2.06. No
Conflict. The execution, delivery and performance of each of
this Agreement and the consummation of the transactions contemplated hereby and
thereby in accordance with the terms and conditions hereof and thereof will not
(a) violate any provisions of the Articles or Certificate of Incorporation,
By-laws or other charter or organizational document of TPI ; (b) violate,
conflict with or result in any modification of the effect of, otherwise give any
other contracting party the right to terminate, or constitute (or with notice or
lapse of time or both, constitute) a default under, and contract to which any
TPI Shareholder or TPI is a party to by or to which any of them or any of their
respective assets or properties may be bound or subject; (c) violate any order,
judgment, injunction, award or decree of any court, arbitrator or governmental
or regulatory body against, or binding upon or any agreement with, or condition
imposed by, any governmental or regulatory body, foreign or domestic, binding
upon any TPI Shareholder or TPI or upon the TPI Shares or the properties or
business of TPI; (d) violate any statute, law or regulation of any jurisdiction
as such statute, law or regulation relates to any TPI Shareholder or TPI; or (e)
result in the breach of any of the terms or conditions of, constitute a default
under, or otherwise cause an impairment of, any permit.
Section
2.07. Title to
Stock. Each TPI Shareholder has valid title to his respective
portion of the TPI Shares free and clear of all liens or encumbrances,
including, without limitation, any community property claim. Upon
delivery of the TPI Shares to be made on the Closing Date as herein provided,
the Corporation shall acquire good and marketable title thereto, free and clear
of any lien, including, without limitation, any community property
claim.
Section
2.08. Options or
Other Rights. (a) There is no outstanding right, subscription,
warrant, call, preemptive right, option, contract or other agreement of any kind
to purchase or otherwise to receive from any TPI Shareholder or from TPI any of
the outstanding, unauthorized or treasury shares of the TPI Shares; and
(b) there is no outstanding security of any kind convertible into any
security of TPI, and, except as aforesaid, there is no outstanding contract or
other agreement to purchase, redeem or otherwise acquire any of the TPI
Shares.
Section
2.09. Material
Information. This Agreement and any financial statements of
TPI and all other information provided in writing by the TPI Shareholder or TPI
or representatives thereof to the Corporation, taken as a whole, do not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make any statement contained herein or therein not
misleading. There are no facts or conditions, which have not been
disclosed to the Corporation in writing which, individually or in the aggregate,
could have a material adverse effect on the Corporation or a material adverse
effect on the ability of any TPI Shareholder to perform any of his or her
obligations pursuant to this Agreement.
3
Section
2.10. Absence of
Certain
Changes. Since the
date of this Agreement, there has been no event, change or development which
could have a material adverse effect on the Corporation.
Section
2.11. Undisclosed
Liabilities. Since the date of execution of this Agreement,
TPI has not incurred, any direct or indirect indebtedness, liability, claim,
loss, damage, deficiency, obligation or responsibility, fixed or unfixed, xxxxxx
or inchoate, liquidated or un liquidated, secured or unsecured, accrued,
absolute, contingent or otherwise, of a kind required by generally accepted
accounting principles to be reflected or reserved against on a financial
statement (“Liabilities”), which individually or in the aggregate exceeds
$10,000.
Section
2.12 Compliance with
Laws. TPI is not in violation of any applicable order,
judgment, injunction, award or decree nor is it in violation of any federal,
provincial, state, local or foreign law, ordinance or regulation or any other
requirement of any governmental or regulatory body, court or arbitrator, other
than those violations which, in the aggregate, would not have a material adverse
effect on TPI, neither TPI or any TPI Shareholder has received written notice
that any violation is being alleged.
Section
2.13. Actions and
Proceedings. There are no outstanding orders, judgments,
injunctions, awards or decrees of any court, governmental or regulatory body or
arbitration tribunal against or involving TPI, or against or involving any of
the TPI Shares. There are no actions, suits or claims or legal,
regulatory, administrative or arbitration proceedings pending or, to the
knowledge of the TPI Shareholder threatened against or involving
TPI.
Section
2.14 Contracts. There have
been delivered or made available to the Corporation true, correct and complete
copies of each of the existing contracts of TPI. Each such contract is valid,
subsisting, in full force and effect and binding upon the parties thereto in
accordance with its terms, and neither TPI nor any of TPI’ s affiliates, as the
case may be, is in default in any respect under any of them.
Section
2.15. Liens. TPI
has marketable title to all of its assets and properties free and clear of any
lien.
Section
2.16. Brokerage. No
brokerage fees are to be paid in relation to this transaction
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF THE CORPORATION
The
Corporation represents and warrants to the TPI Shareholder as
follows:
4
Section
3.01. Organization, Standing and
Authority of the Corporation. The Corporation is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Colorado and has all requisite corporate power and authority to own or
lease its assets as now owned or leased by it and to otherwise conduct its
business. All corporate proceedings required by law or by the provisions of this
Agreement to be taken by the Corporation on or before the Closing Date in
connection with the execution and delivery of this Agreement and the
consummation of the transactions contemplated by this Agreement have been or
will be duly and validly taken.
Section
3.02. Execution and
Delivery. This Agreement has been duly authorized, executed
and delivered by the Corporation and constitutes the valid and binding agreement
of the Corporation enforceable against the Corporation in accordance with its
terms.
Section
3.03. Consents
and Approvals. The execution, delivery and performance by the
Corporation of this Agreement and the consummation by the Corporation of the
transactions contemplated hereby do not require the Corporation to obtain any
consent, approval or action of, or make any filing with or give any notice to,
any person.
Section
3.04. No
Conflict. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby in
accordance with the terms and conditions hereof will not (a) violate any
provision of the Articles or Certificate of Incorporation, By-laws or other
charter or organizational document of the Corporation; (b) violate, conflict
with or result in the breach of any of the terms of, result in any modification
of the effect of, otherwise give any other contracting party the right to
terminate, or constitute (or with notice or lapse of time or both constitute) a
default under, any contract to which the Corporation is a party or by or to
which its assets or properties may be bound or subject; (c) violate any order,
judgment, injunction, award or decree of any court, arbitrator or governmental
or regulatory body against, or binding upon, or any agreement with, or condition
imposed by, any governmental or regulatory body, foreign or domestic, binding
upon the Corporation or upon the securities, assets or business of the
Corporation; or (d) violate any statute, law or regulation of any jurisdiction
as such statute, law or regulation relates to the Corporation or to the
securities, properties or business of the Corporation.
Section
305. Capitalization. The
authorized capitalization of the Corporation consists of 200 shares of common
stock, which is the is the only class of the Corporation’s
outstanding, as of the date of this Agreement. There are no other
outstanding options or warrants of the Corporation that have not been disclosed
to TPI.
Section
3.06. Brokerage. No
broker or finder has acted, directly or indirectly, for the Corporation, nor has
the Corporation incurred any obligation to pay any brokerage, finder’s fee or
other commission in connection with the transactions contemplated by this
Agreement.
Section
3.07. Certificate of Incorporation
and By-Laws. The Corporation has heretofore delivered to TPI
true, correct and complete copies of the Certificate or Articles of
Incorporation and By-laws or comparable instruments of TPI.
5
Section
3.08. Status of the
Share of Common Stock of the Corporation. Upon consummation of
the transactions contemplated by this Agreement, the shares of common stock of
the Corporation to be issued to the TPI Shareholder, when issued and delivered,
will be free of any and all liens, claims or encumbrances.
Section
3.09 No
Bankruptcy. Neither the Corporation nor its assets are the subject of any
proceeding involving either a voluntary or an involuntary bankruptcy, insolvency
or receivership.
Section
3.10 Contracts and
Commitments. All agreements which materially affect the
Corporation to which the Corporation is a party or by which the Corporation or
any of its property is bound which exist as of the date of execution of this
Agreement have been reviewed by the parties and the Corporation is not in
default with respect to any material term or condition of any such contract, nor
has any event occurred which through the passage of time or the giving of
notice, or both, would constitute a default hereunder.
Section
3.11 Compliance with
Laws. To its knowledge, the Corporation is not in violation of
any applicable order, judgment, injunction, award or decree nor is it in
violation of any Federal, state, local or foreign law, ordinance or regulation
or any other requirement of any governmental or regulatory body, court or
arbitrator, other than those violations which, in the aggregate, would not have
a material adverse effect on the Corporation and the Corporation has not
received written notice that any violation is being alleged.
Section
3.12 Stop
Trade Orders. To the Corporation’s knowledge, there are no pending, and
there have never been any, stop trade orders issued against the Corporation or
any of its directors or officers or those of any affiliates of the Corporation
by any securities regulatory authority in the United States.
Section
3.13 Regulatory
Investigations. To the Corporation's knowledge, there are no
investigations or inquiries pending against the Corporation or its directors or
officers by any stock exchange, securities regulatory authority, taxing
authority or any other governmental department or agency.
Section
3.14 Corporate Records.
All of the minute books and corporate and financial records of the Corporation
are, or prior to the Closing will be made available for review. In
the event of the absence of a complete minute book, representation and warranty
by the board of directors shall take precedence over the minute book and shall
be incorporated to the minute book.
Section
3.15. Material
Information. This Agreement and all other information provided
in writing by the Corporation or its representatives thereof to the TPI
Shareholder, taken as a whole, do not contain any untrue statement of a material
fact or omit to state a material fact necessary to make any statement contained
herein or therein not misleading.
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ARTICLE
IV
CONDITIONS
PRECEDENT TO THE OBLIGATION OF THE CORPORATION TO CLOSE
The
obligation of the Corporation to enter into and complete the Closing is subject,
at the Corporation’s option acting in accordance with the provisions of this
Agreement with respect to the termination hereof, to the fulfillment on or prior
to the Closing date of the following conditions, any one or more of which may be
waived by it, to the extent permitted by law.
Section
401. Representations and
Covenants. The representations and warranties of the
Shareholder contained in this Agreement shall be true and correct on and as of
the Closing Date with the same force and effect as though made on and as of the
Closing Date, except that any of such representations and warranties that are
give as of a particular date and relate solely to a particular date or period
shall be true as of such date or period.
Section
4.02. Governmental Permits and
Approvals. All approvals, authorizations, consents, permits
and licenses from governmental and regulatory bodies required for the
transactions contemplated by this Agreement and to permit the business currently
carried on by TPI to continue to be carried on by TPI substantially in the same
manner immediately following the Closing Date shall have been obtained and shall
be in full force and effect and without conditions or limitations reasonably
unacceptable to the Corporation and the Corporation shall have been furnished
with appropriate evidence, reasonably satisfactory to it and its counsel, of the
granting of such approvals, authorizations, consents, permits and
licenses. There shall not have been any action taken by any court,
governmental or regulatory body then prohibiting or making illegal on the
Closing Date the transactions contemplated by this Agreement.
Section
4.03. Third
Party Consents. All consents, permits and approvals from
parties to contracts with TPI that may be required in connections with the
performance by the TPI Shareholder of his obligations under this Agreement or
the continuance of such contracts with TPI in full force and effect after the
Closing shall have been obtained.
Section
4.04. Litigation. No
action, suit or proceeding shall have been instituted and be continuing or be
threatened by any Person to restrain, modify or prevent the carrying out of the
transactions contemplated hereby, or to seek damages in connection with such
transactions, or that has or could have a material adverse effect on
TPI.
Section
4.05 No Change in
Capitalization. On the Closing Date, the capitalization of TPI
shall be as represented in Section 2.02.
Section
4.06. Board and Shareholder
Approval. N/A
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ARTICLE
V
CONDITIONS
PRECEDENT TO THE OBLIGATION OF
THE TPI
SHAREHOLDER TO CLOSE
The
obligation of the TPI Shareholder to enter into and complete the Closing is
subject, at the Shareholder’s option acting in accordance with the provisions of
this Agreement with respect to the termination hereof, to the fulfillment on or
prior to the Closing Date of the following conditions, any one or more of which
may be waived by it, to the extent permitted by law.
Section
5.01. Representations and
Covenants. The representations and warranties of the
Corporation contained in this Agreement shall be true and correct on and as of
the Closing Date with the same force and effect as though made on and as of the
Closing Date, except that any of such representations and warranties that are
give as of a particular date and relate solely to a particular date or period
shall be true as of such date or period. The Corporation shall have
performed and complied with all covenants and agreements required by this
Agreement to be performed or complied with by them on or prior to the Closing
Date.
Section
502. No Change in
Capitalization. On the Closing Date, the capitalization of the
Corporation shall be as represented in Section 3.05, plus the issuances as
contemplated herein.
Section
5.03. Appointment of Board
Nominees. At the Closing, the Corporation shall cause two nominees of TPI
to be nominated and elected to the Corporation’s Board of Directors and cause
the two nominees to be to be appointed as executive officers of the
Corporation.
Section
5.04. Filing of Periodic
Reports. The Corporation shall file the reports under the
Securities Exchange Act of 1934, as amended, as a reporting
company.
Section
5.05. Quotation on
OTC. The Corporation is trading on the OTC Bulletin Board
under the trading symbol of KRMC.
Section
5.06. Board
Approval. (a) Prior to the Closing, the Corporation shall obtain the
approval of its Board of Directors of this Agreement and the transactions
contemplated hereby.
Section
5.07 Indebtedness to and from
Officers, Directors and Stockholders. The Corporation is not indebted to
any officer, director, or stockholder of the Corporation in any amount
whatsoever other than for salaries or services rendered since the start of the
Corporation’s current pay period and for reimbursable business expenses, nor is
any such officer, director or stockholder indebted to the Corporation except for
advances made in the ordinary course of business to meet anticipated
reimbursable business expenses to be incurred by such.
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VI
MISCELLANEOUS
Section
6.1 Timing. Time is of
the essence of this Agreement and each party hereto agrees and covenants to use
their reasonably best efforts to complete the transactions contemplated hereby
in a timely manner.
Section
6.2 Additional
Documentation. The parties will execute and deliver such
further documents and instruments and do all such acts and things as may be
reasonably necessary or requisite to carry out the full intent and meaning of
this Agreement and to effect the transactions contemplated by this
Agreement.
Section
6.3 Assignment. This
Agreement may not be assigned by any party hereto without the prior written
consent of all parties to this Agreement.
Section
6.4 Execution in
Counterparts. This Agreement may be executed in several counterparts,
each of which will be deemed to be an original and all of which will together
constitute one and the same instrument.
Section
6.5 Expenses. Each party
will pay its legal expenses incurred in connection with the transactions
contemplated hereby, whether or not such transactions are
consummated.
Section
6.6 Governing Law. This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Colorado, without regard to principles of conflicts of
law.
9
IN
WITNESS WHEREOF the parties hereto have set their hand and seal as of the day
and year first above written.
|
|
KURRANT
MOBILE CATERING INC.
|
Date: May
__,
2010 By:
_____________________________
Name:
Xxxx Xxxxxx
Title: President
TPI SHAREHOLDER
Date: May
__,
2010 _____________________________
Xxxxxx Xxxxxxx
00
