[EXHIBIT 2]
SHARE EXCHANGE AGREEMENT
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THIS AGREEMENT is made this 23rd day of May 2003 by and
among Inspiration Produucts Group Inc., a Nevada corporation with a
place of business at 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx
00000 ("ISRP") and MB Tech Co., Ltd., a South Korean Corporation ("MB
Tech"), and the registered shareholders of MB Tech, hereinafter
called the "SELLING SHAREHOLDERS".
RECITALS:
WHEREAS ISRP desires to acquire 100% of the issued and
outstanding shares of the common stock of MB Tech in exchange for
22,000,000 authorized but un-issued shares of the common stock
of ISRP, pursuant to a plan of reorganization within the
meaning of IRC (1986), Section 368(a)(1)(B), as amended; and
WHEREAS the SELLING SHAREHOLDER desire to exchange 100% of
the issued and outstanding shares of the common stock of MB Tech ,
currently owned by the SELLING SHAREHOLDERSS, in exchange for said
22,000,000 shares of ISRP,
NOW THEREFORE, in consideration of the mutual promises,
covenants and representations contained herein, and to consummate
the foregoing plan of reorganization, the parties hereby adopt said
plan of organization and agree as follows:
ARTICLE I
EXCHANGE OF SECURITIES
1.01 Issuance of ISRP Shares. Subject to all of the
terms and conditions of this Agreement, ISRP agrees to issue to the
SELLING SHAREHOLDER 22,000,000 fully paid and non-assessable
unregistered shares of ISRP common stock in exchange for 100% of the
outstanding MB Tech common stock, all of which are currently owned by
the SELLING SHAREHOLDERSS.
1.02 Transfer of MB Tech Shares. In exchange for ISRP's
stock being issued to the SELLING SHAREHOLDERS as above described,
the SELLING SHAREHOLDERS shall on the closing date and concurrent
with such issuance of ISRP's common stock, deliver to ISRP 100% of
the outstanding common stock of MB Tech .
ARTICLE II
REPRESENTATIONS, AGREEMENTS AND WARRANTIES OF
THE SELLING SHAREHOLDERSS AND MB Tech
The SELLING SHAREHOLDERS and MB Tech hereby represent, agree
and warrant that:
2.01 Organization. MB Tech is a corporation duly
organized, validly existing, and in good standing under the laws
of Korea and has all necessary corporate powers to own its properties
and to carry on its business as now owned and operated by it, is duly
qualified to do business and is in good standing in any jurisdiction
its business requires qualification.
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2.02 Capital. The authorized capital stock of MB Tech
consists of 100,000 common shares. All of the issued and
outstanding shares are validly issued, fully paid and non-assessable.
After the execution of the actions contained in this Agreement, there
will be no capital stock remaining, of any class, other than shares
held by ISRP.
2.03 Absence of Undisclosed Liabilaities. As of the date
hereof, MB Tech does not have any material debt, liabilaties or
obligation of any nature, whether accrued, absolute, contingent or
otherwise, and whether due or to become due.
2.04 Investigation of Financial Condition. Without in
any manner reducing or otherwise mitigating the representations
contained herein, ISRP and/or its attorneys shall have the
opportunity to meet with accountants and attorneys to discuss the
financial condition of MB Tech. MB Tech shall make available to
ISRP and/or its attorneys all books and records of MB Tech. If the
transaction contemplated hereby is not completed, all documents
received by ISRP and/or its attorneys shall be returned to MB Tech and
all information so received shall be treated as confidential.
2.05 Patents, Trade Names and Rights. MB Tech owns or
holds or has adequate license rights in respect of all necessary
patents, trademarks, service marks, trade names, copyrights and
other rights necessary to the conduct or proposed conduct of its
business.
2.06 Compliance with Laws. MB Tech has complied with,
and is not in violation of, applicable federal, or local statutes,
laws and regulations affecting its properties or the operation of its
business.
2.07 Litigation. MB Tech is not a party to, nor to the
best of its knowledge is there pending or threatened, any suit,
action, arbitration or legal, administrative or other
proceeding, or governmental investigation concerning its business,
assets or financial condition. MB Tech is not in default with respect
to any order, writ, injunction or decree of any federal, state,
local or foreign court or agency, nor is it engaged in any lawsuits
to recover monies due to it.
2.08 Authority. The Board of Directors of MB Tech
authorized the execution of this Agreement and the
consummation of the transactions contemplated herein and has
full power and authority to execute, deliver and perform this
Agreement. This Agreement is a valid and binding obligation of MB
Tech.
2.09 Ability to Carry Out Obligations. The execution and
delivery of this Agreement by MB Tech and the performance of its
obligations hereunder in the time and manner contemplated will not
cause, constitute or conflict with or result in (i) any breach of
the provisions of any license, indenture, mortgage, charter,
instrument, certificate of incorporation, bylaw or other agreement
or instrument to which it is a party or by which it may be bound,
nor will any consents or authorizations of any party other than
those hereto be required,
(ii) an event that would permit any party to any agreement or
instrument to terminate it or to accelerate the maturity of any
indebtedness or other obligation, or (iii) an event that would
result in the creation or imposition of any lien, charge or
encumbrance on any asset.
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2.10 Full Disclosure. None of the representations and
warranties made by the SELLING SHAREHOLDER or MB Tech herein or in
any exhibit, certificate or memorandum furnished or to be furnished
by the SELLING SHAREHOLDERSS or MB Tech, or on either's behalf,
contains or will contain any untrue statement of material fact, or
omits any material fact, the omission of which would be misleading.
2.11 Assets. MB Tech has good and marketable title to
all of its property free and clear of any and all liens, claims or
encumbrances.
2.12 Indemnification. The Selling Shareholders and MB
Tech (each, an "Indemnifying Person")jointly and severally agree to
indemnify, defend and hold harmless ISRP and each Person, if any, who
controls, directly or indirectly, ISRP, each officer, director,
affiliate, partner, employee and agent of ISRP and each such other
Person (individually referred to as an "Indemnified Person"), from
and against any and all loss, claim, damage, liability, cost
or expense whatsoever (including, but not limited to, any and all
legal fees and other expenses and disbursements incurred in
connection with investigating, preparing to defend or defending any
action, suit or proceeding, including any inquiry or
investigation, commenced or threatened, or any claim whatsoever or in
appearing or preparing for appearance as a witness in any action,
suit or proceeding) arising out of or based upon (i) the
transactions contemplated by this Agreement, including activities
to be undertaken by ISRP in furtherance of such transactions, (ii)
any untrue statement or alleged untrue statement of a material
fact contained in any statement or document of the Company or any
omission or alleged omission to state therein a material fact
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, or (iii)
any representation or warranty of the SELLING SHAREHOLDERS and MB
Tech made in this Agreement or any document delivered by them in
connection herewith being untrue when made or deemed made or any
breach of any obligation of the SELLING SHAREHOLDERS and MB Tech under
this Agreement. Any loss, claim, damage, liability, cost or
expense found in a final judicial determination not subject to
appeal to be due solely to the gross negligence or willful
misfeasance of an Indemnified Person shall be excluded from
the indemnification and contribution rights of such Indemnified
Person set forth in this agreement.
Section 2.12. The Selling Shareholders and MB Tech further
agrees promptly upon demand by an Indemnified Person at any time
or from time to time, to reimburse such Indemnified Person for,
or pay, any loss, claim, damage, liability, cost or expense as
to which the Selling Shareholders and MB Tech agreed to indemnify
such Indemnified Person pursuant to this Agreement.
Notwithstanding any of the indemnification or contribution provisions
contained in this agreement.
Section 2.12 the Indemnifying Person shall not be required
to make reimbursement or payment for any settlement effected
without its written consent, which will not be unreasonably
withheld, but if the settlement is made without its written consent,
which will not be unreasonably withheld, or if the settlement is made
with its written consent, or if there be a final judgment against
an Indemnified Person in any such action or proceeding, the
Selling Shareholder's and MB Tech agrees to indemnify and hold
harmless such Indemnified Person from and against any loss or
liability by reason of such settlement or judgment.
This Section 2.12 is not in lieu of but is in addition to any rights
which any Indemnified Person, and any obligations which the parties
or any other person, may otherwise have. Any compliance by any party
with this Section 2.12 shall not relieve such party from any liability
it may otherwise have.
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2.13 Authority to Exchange. As of the date of this
Agreement, the SELLING SHAREHOLDERS holds 100% of the shares of MB
Tech common stock. Such shares are owned of record by the SELLING
SHAREHOLDERS and such shares are not subject to any lien, encumbrance
or pledge. The SELLING SHAREHOLDERS holds authority to exchange such
shares pursuant to this Agreement. This Agreement is a valid and
binding obligation the Selling Shareholders to exchange their shares
of MB Tech as provided for in this Agreement.
2.14 Investment Intent. The SELLING SHAREHOLDERS
understands and acknowledges that the shares of ISRP common stock
offered for exchange or sale pursuant to this Agreement are being
offered in reliance upon the exemption from registration requirements
of the Securities Act of 1933, as amended (the "Act")pursuant to
Section 4(2) of the Act and the rules and regulations promulgated
thereunder for non-public offerings and make the following
representations, agreements and warranties with the intent that the
same may be relied upon in determining the suitability of the
SELLING SHAREHOLDERS as a purchaser of ISRP common stock:
(a) The shares of ISRP common stock are being acquired
solely for the account of the SELLING SHAREHOLDERS, for investment
purposes only, and not with a view to, or for sale in connection with,
any distribution thereof, and with no present intention of
distributing or reselling any part of the ISRP common stock acquired.
(b) The SELLING SHAREHOLDERS agrees not to dispose of its
ISRP common stock or any portion thereof unless and until counsel
for ISRP shall have determined that the intended disposition is
permissible and does not violate the Act or any applicable Federal
or state securities laws, or the rules and regulations there-
under.
(c) The SELLING SHAREHOLDERS agrees that the certificates
evidencing the ISRP common stock acquired pursuant to this Agreement
will have a legend placed thereon stating that they have not been
registered under the Act or any state securities laws and setting
forth or referring to the restrictions on transferability and
sale of the ISRP common stock, and that stop transfer
instructions shall be placed with the transfer agent for said
certificate.
(d) The SELLING SHAREHOLDERS acknowledges that ISRP has made
all records and documentation pertaining to ISRP common stock
available to them and to their qualified representatives, if any,
and has offered such person or persons an opportunity to ask
questions and further discuss the proposed acquisition of ISRP
common stock, and any available information pertaining thereto,
with the officers and directors of ISRP, and that all such
questions and information requested have been answered by ISRP and
its officers and directors to the SELLING SHAREHOLDERS's
satisfaction.
(e) The SELLING SHAREHOLDER has carefully evaluated its
financial resources and investment position and the risks associated
with this transaction and are able to bear the economic risks of
this transaction; and it has substantial knowledge and experience
in financial, business and investment matters and are qualified
as sophisticated investors, and is capable of evaluating the
merits and risks of this transaction; and it desires to acquire the
ISRP common stock on the terms and conditions set forth.
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(f) The SELLING SHAREHOLDERS is able to bear the economic
risk of an investment in the ISRP common stock.
(g) The SELLING SHAREHOLDERS understands that an investment
in the ISRP common stock is not liquid and the SELLING SHAREHOLDERS
has no need for liquidity in this investment.
2.15 Regulations - ISRP, MB Tech and the SELLING
SHAREHOLDERS are aware that ISRP has public shareholders and is
a "shell" corporation without significant assets or liabilities,
and further that public companies are subject to extensive and
complex state, federal and other regulations. Among other
requirements, the SELLING SHAREHOLDERS and MB Tech are aware that a
Form 8-K must be filed with the United States Securities and
Exchange Commission within fifteen days after closing which
filing requires that audited financial statements in US GAAP be
filed within sixty days after the filing of that 8-K, and they
agree that such responsibility shall be the sole responsibility of
the officers and directors of ISRP. The SELLING SHAREHOLDERS and MB
Tech are aware of the legal requirements and obligations of public
companies, understand that regulatory efforts regarding public
shell transactions similar to the transaction contemplated
herein has been and is currently being exerted by some states, the U.S.
Securities and Exchange Commission and the National Association
of Securities Dealers, Inc. (NASD), and are fully aware of their
responsibilities, following closing, to fully comply will all
securities laws and regulations, and agree to do so.
2.16 No Assurances or Warranties. The SELLING SHAREHOLDERS
and MB Tech acknowledge that there can be no assurance regarding the
tax consequences of this transaction, nor can there be any assurance
that the Internal Revenue Code or the regulations promulgated
thereunder will not be amended in such manner as to deprive them of
any tax benefit that might otherwise be received. The SELLING
SHAREHOLDERS and MB Tech are relying upon the advice of their own
tax advisors with respect to the tax aspects of this transaction.
No representations or warranties have been made by ISRP as to the
benefits to be derived by the SELLING SHAREHOLDERS or MB Tech in
completing this transaction, nor has ISRP made any warranty or
agreement, expressed or implied, as to the tax or securities
consequences of the transactions contemplated by this Agreement or
the tax or securities consequences of any action pursuant to or
growing out of this Agreement.
ARTICLE III
REPRESENTATIONS, AGREEMENTS AND WARRANTIES OF ISRP
ISRP represents, agrees and warrants that:
3.01 Organization. ISRP is a corporation duly organized,
validly existing, and in good standing under the laws of Nevada,
has all necessary corporate powers to own properties and to carry on
its business as now owned and operated by it, is duly qualified to do
business and is in good standing in each of the jurisdictions where
its business requires qualification.
3.02 Capital. All of the issued and outstanding shares of
ISRP are validly issued, fully paid and non-assessable. All currently
outstanding shares of ISRP Common Stock have been issued in compliance
with applicable federal and state securities laws.
3.03 Subsidiaries. ISRP has no subsidiaries and does
not own any interest in any other enterprise, whether or not
such enterprise is a corporation.
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3.04 Financial Statements.
Exhibit 3.04 to this Agreement includes ISRP's audited financial
statements for its most recent two fiscal year ends. The financial
statements have been prepared in accordance with US generally
accepted accounting principles and practices consistently followed
throughout the period indicated and fairly present the financial
position of ISRP as of the dates of the balance sheets included in
the financial statements and the results of operations for the
periods indicated.
3.05 Absence of Changes. Since the date of ISRP's most recent
financial statements, there has not been any change in its financial
condition or operations except for changes in the ordinary course of
business.
3.06 Absence of Undisclosed Liabilities. As of the date of
ISRP's most recent balance sheet, included in Exhibit 3.04, it did
not have any material debt, liability or obligation of any
nature, whether accrued, absolute, contingent or otherwise, and
whether due or to become due, that is not reflected in such balance
sheet.
3.07 Tax Returns. Within the times and in the manner
prescribed by law, ISRP has filed all federal, state or local tax
returns required by law, has paid all taxes, assessments and
penalties due and payable and has made adequate provision on its
most recent balance sheet for any unpaid taxes. There are no
present disputes as to taxes of any nature payable by ISRP.
3.08 Investigation of Financial Condition. Without in
any manner reducing or otherwise mitigating the representations
contained herein, MB Tech and the SELLING SHAREHOLDER shall have
the opportunity to meet with ISRP's accountants and attorneys to
discuss the financial condition of ISRP. ISRP shall make available to
MB Tech and the SELLING SHAREHOLDER all books and records of ISRP.
3.09 Patents, Trade Names and Rights. ISRP does not use
any patents, trade marks, service marks, trade names or copyrights in
its business.
3.10 Compliance with Laws. ISRP has complied with, and
is not in violation of, applicable federal, state or local statutes,
laws and regulations affecting its properties, securities or the
operation of its business.
3.11 Litigation. ISRP is not a party to, nor to the
best of its knowledge is there pending or threatened, any suit,
action, arbitration or legal, administrative or other
proceedings, or governmental investigation concerning its business,
assets or financial condition. ISRP is not in default with respect to
any order, writ, injunction or decree of any federal, state local
or foreign court or agency, nor is it engaged in, nor does it
anticipate it will be necessary to engage in, any lawsuits to
recover money or real or personal property.
3.12 Authority. The Board of Directors of ISRP has
authorized the execution of this Agreement and the transactions
contemplated herein, and it has full power and authority to execute,
deliver and perform this Agreement.
3.13 Ability to Carry Out Obligations. The execution and
delivery of this Agreement by ISRP and the performance of its
obligations hereunder will not cause, constitute, conflict with or
result in (i) any breach of the provisions of any license,
indenture, mortgage, charter, instrument, certificate of
incorporation, bylaw or other agreement or instrument to which it is
a party or by which it may be bound, nor will any consents or
authorizations of any party other that those hereto be required,
(ii) an event that would permit any party to any agreement or
instrument to terminate it or to accelerate the maturity of any
indebtedness or other obligation, or (iii) an event that would
result in a creation or imposition of any lien, charge or encumbrance
on any asset.
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3.14 Full Disclosure. None of the representations and
warranties made by ISRP herein, or in any exhibit, certificate or
memorandum furnished or to be furnished by it or on its behalf,
contains or will contain any untrue statement of a material fact, or
omits any material fact the omission of which would be misleading.
3.15 Assets. ISRP has good and marketable title to all of
its property free and clear of any and all liens, claims and
encumbrances.
3.16 Indemnification. ISRP agrees to indemnify, defend
and hold the SELLING SHAREHOLDER and MB Tech harmless against and
in respect to any and all claims, demands, losses, cost, expenses,
obligations, liabilities or damages, including interest, penalties
and reasonable attorneys' fees, incurred or suffered, which arise
out of, result from or relate to any breach of, or failure by ISRP to
perform, any of its representations, warranties or covenants in this
Agreement or in any exhibit or other instrument furnished or to be
furnished under this Agreement.
3.17 Validity of ISRP Shares. The shares of ISRP common
stock to be issued pursuant to this Agreement will be duly authorized,
validly issued, fully paid and non-assessable under Nevada law.
3.18 Trading. The common stock of ISRP trades on the
National Association of Securities Dealers' Bulletin Board (OTCBB)
ARTICLE IV
ACTIONS PRIOR TO CLOSING
4.01 Investigative Rights. Prior to the Closing Date each
party shall provide to the other parties, including the parties'
counsel, accountants and other authorized representatives, full
access during normal business hours (upon reasonable advance written
notice) to such parties' books and records.
4.02 Conduct of Business. Prior to the Closing Date, each
party shall conduct its business in the normal course and shall not
see, pledge or assign any assets, without the prior written
approval of the other parties. No party shall amend its certificate
of incorporation or bylaws, declare dividends, redeem or sell
stock or other securities, incur additional liabilities, acquire or
dispose of fixed assets, change employment terms, enter into any
material or long-term contract, guarantee obligations of any
third party, settle or discharge any balance sheet receivable for
less than its stated amount, pay more on any liability than its
stated amount or enter into any other transaction other than in the
regular course of business.
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ARTICLE V
CLOSING
5.01 Closing. The closing (the "Closing") of this
transaction shall be held at the offices of ISRP, or such other
place as shall be mutually agreed upon, at the time of the special
meeting of the shareholders of ISRP which will be scheduled 10 days
from the date of this agreement (the "Closing Date"):
(a) ISRP shall issue 22,000,000 shares of its common
stock in a certificate or certificates representing such shares.
(b) The SELLING SHAREHOLDERS shall deliver the certificates
representing 100% of the shares of MB Tech common stock (100,000
common shares.
(c) ISRP shall deliver a signed consent or minutes of
its Board of Directors, approving this Agreement and authorizing
the matters set forth herein.
(d) MB Tech shall deliver a signed consent or minutes of
its Board of Directors approving this Agreement and authorizing the
matters set forth herein.
(e) ISRP's existing Board of Directors will resign and elect
three new directors, as named by the SELLING SHAREHOLDERS, to act as
officers and directors of ISRP effective the Closing Date.
ARTICLE VI
MISCELLANEOUS
6.01 Captions and Headings. The article and paragraph
headings throughout this Agreement are for convenience of reference
only and shall not be deemed to define, limit or add to the
meaning of any provision of this Agreement.
6.02 No Oral Change. This Agreement may not be changed or
modified except in writing signed by the party against whom
enforcement of any change or modification is sought.
6.03 Non-Waiver. Except as otherwise expressly provided
herein, no waiver of a covenant, condition or provision of this
Agreement shall be deemed to have been made unless executed in
writing and signed by the party against whom such waiver is
charged. The failure of any party to insist in any one or more cases
upon the performance of any covenant, condition or provision of this
Agreement shall not be construed as a waiver or relinquishment for the
future of any such covenant, condition or provision. No waiver by any
party of one breach by the other shall be construed as a waiver with
respect to a subsequent breach.
6.04 Time of Essence. Time is of the essence of this
Agreement and of each and every provision hereof.
6.05 Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties and supersedes all
prior agreements and understandings.
6.06 Choice of Law/Arbitration. This Agreement and its
application, shall be governed under the laws of the State of Nevada.
Any and all disputes and controversies of every kind and nature
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between the parties hereto arising out of or relating to this
Agreement relating to the existence, construction, validity,
interpretation or meaning, performance, non-performance, enforcement,
operation, breach, continuance or termination thereof shall be
subject to an arbitration mutually agreeable to the parties or, in
the absence of such mutual agreement, then subject to arbitration
in accordance with the rules of the American Arbitration Association.
It is the intent of the parties hereto and the purpose of this
provision to make the submission to arbitration of any dispute or
controversy arising hereunder an express condition precedent to any
legal or equitable action or proceeding of any nature whatsoever.
6.07 Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original,
but all of which when taken together shall constitute one and the same
instrument.
6.08 Notices. All notices, requests, demands, and other
communications under this Agreement shall be in writing and shall be
deemed to have been given on the date of service if served personally
on the party to whom notice is to be given, or on the third day after
mailing if mailed to the party to whom notice is to be given, by first
class mail, registered or certified, postage prepaid, and properly
addressed as follows:
ISRP:
SAME AS ABOVE
MB Tech and the SELLING SHAREHOLDERS:
MB Tech Co., Ltd.
Seoul, Korea 137-040
Phone:
6.09 Expenses. Each party shall pay their own expenses in
relation to this transaction.
6.10 Survival of Representations and Warranties. The
representations, warranties and covenants set forth in this
Agreement or in any instrument, certificate, opinion or other
writing provided for in it, shall survive the Closing Date.
6.11 Further Documents. The parties agree to execute any and
all other documents and to take such other action or corporate
proceedings as may be necessary or desirable to carry out the terms
hereof.
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IN WITNESS WHEREOF, the parties have executed this
Agreement the date first above written.
INSPIRATION PRODUCT GROUP
Per: /Xxxxxx Xxxxxxxx/
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Name: Xxxxxx Xxxxxxxx
Title: Interim President
I have authority to bind ISRP.
MB TECH CO., LTD.
Per: /ss/
--------------------
Name:
Title:
I have authority to bind MB Tech .
THE SELLING SHAREHOLDERSS
Name: /ss/
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