SHARE EXCHANGE AGREEMENT
Exhibit
10.1
THIS
AGREEMENT made and entered into this 15th day of September 2007, by and between
Hall Tees, Inc. (“HTEES”) a Nevada corporation,
and Halltees and Promotions, LLC (“HPRO”) a Texas limited
liability company, and the members of HPRO (“SH”); HTEES, HPRO and SH
together, the “Parties”.
WHEREAS,
HPRO has outstanding 7,000 membership interests, which represents 100% of the
HPRO stock outstanding;
WHEREAS,
HTEES is a newly formed entity with 50,000,000 shares of common stock
authorized, par value of $0.001, of which no shares have been issued, and
20,000,000 shares of preferred stock authorized, par value of $0.001, of which
no shares have been issued;
WHEREAS,
the SH of HPRO wish to transfer and/or exchange their stock in HPRO for common
stock in HTEES; and
NOW
THEREFORE, in consideration of the mutual promises, undertakings, covenants and
conditions herein contained, and in the further and additional consideration of
the mutual performance thereof, the parties hereby agree as follows (all dollar
amounts are in US dollars):
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1.
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The
SH of HPRO hereby represent and warrant that they own full ownership
rights to the 7,000 membership interests of
HPRO.
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2.
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The
SH of HPRO hereby agree to surrender their certificates in HPRO in
exchange for 7,000,000 shares to be issued to the SH on the basis of 1,000
shares for each membership interest. The 7,000,000 shares will therefore
be issued as follows:
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Xxxxxxx
Xxxxx
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6,450,000
shares
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Camelot
Lakes, Ltd.
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250,000
shares
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X.X.
Xxxxx
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300,000
shares
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3.
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Xxxxxxx
Xxxxx, the sole director named in the Articles of Incorporation of HTEES,
hereby agrees to issue 7,000,000 shares of HTEES in exchange for 100% of
the outstanding stock of HPRO.
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4.
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The
parties agree to execute any further documents, stock powers, board of
directors minutes, etc., as reasonably requested or required by the other
party to consummate such exchange as soon as
possible.
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5.
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Each
party hereby agrees to, and does hereby indemnify and save harmless the
other party hereto against any claim, liability, or indebtedness with
regard to the assets being sold
hereunder.
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IN
WITNESS WHEREOF, the parties hereto have hereby set their hands and seals as of
the day and year first above written.
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Halltees
and Promotions, LLC
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Xxxxxxx
Xxxxx, Sole Director named
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Xxxxxxx
Xxxxx, Managing Member
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In
the Articles of Incorporation
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Members
of Halltees and Promotions, LLC
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Xxxxxxx
Xxxxx
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Camelot
Lakes, Ltd.
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X.
X. Xxxxx
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