SHARE EXCHANGE AGREEMENT
Exhibit 10.2
THIS SHARE EXCHANGE AGREEMENT (the
“Agreement”), is entered into on April 14, 2021 by and
between NaturalShrimp Incorporated, a Nevada corporation (the
“Company”) and GHS Investments LLC (the
“Holder”).
WHEREAS, Holder is the legal and
beneficial owner of 3,600 shares of the Company’s Series D
Preferred Stock purchased from the Company in two transactions on
December 16, 2020 and January 8, 2021, respectively (the “GHS
Series D Shares”), and the aggregate stated value of the GHS
Series D Shares, including accrued but unpaid dividends, is
$4,487,556; and
WHEREAS, the Company desires to
extinguish the GHS Series D Shares, and
WHEREAS, the Holder is willing to accept
in exchange for the GHS Series D Shares, 3,739.63 shares of the
Company’s Series E Convertible Preferred Stock (the
“GHS Series E Shares”) having an aggregate stated value
of $4,487,556, and
WHEREAS, in connection with the exchange
of the GHS Series D Shares and the Series E Shares, the Company
filed with the State of Nevada a Certificate of Designation of
Preferences, Rights and Limitation of Serie E Convertible Preferred
Stock in the form attached hereto as Exhibit A (the
“Certificate of Designation”).
NOW THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the
adequacy of which is hereby acknowledged, the parties hereto agree
as follows:
1.
Exchanges. On the date hereof (the
“Closing Date”), the Company shall issue to the Holder
the GHS Series E Shares in full and immediate exchange for the GHS
Series D Shares (the “Exchange”).
2.
Additional Documents. The Company agrees
to take such further action (including, without limitation, action
on the part of its counsel and its transfer agent) and to execute
and deliver, or cause to be executed and delivered, any and all
other documents which are, in the opinion of the Holder or its
counsel, necessary to carry out the terms and conditions of this
Agreement.
3.
Effective Date and Counterpart
Signature. This Agreement shall be effective as of the date
first written above. This Agreement, and acceptance of same, may be
executed in one or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the
same instrument. Confirmation of execution by telex or by telecopy
or telefax of a facsimile signature page shall be binding upon that
party so confirming.
4.
Representations and Warranties of the
Holder.
(a)
Organization:
Authority. The Holder is an
entity duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization with full right,
corporate, partnership or other applicable power and authority to
enter into and to consummate the transactions contemplated by this
Agreement and otherwise to carry out its obligations thereunder,
and the execution, delivery and performance by the Holder of the
transactions contemplated by this Agreement have been duly
authorized by all necessary corporate or similar action on the part
of the Holder. This Agreement, when executed and delivered by the
Holder, will constitute a valid and legally binding obligation of
the Holder, enforceable against the Holder in accordance with its
terms, except (a) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, and any other
laws of general application affecting enforcement of
creditors’ rights generally, (b) as limited by laws relating
to the availability of specific performance, injunctive relief, or
other equitable remedies, or (c) to the extent the indemnification
provisions contained herein may be limited by federal or state
securities laws.
(b)
Investment Experience. The
Holder either alone or together with its representatives has such
knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of the Exchange and make
an informed decision to so invest, and has so evaluated the risks
and merits of the Exchange.
(c)
Absence of General
Solicitation. The Holder is not accepting the Exchange as a
result of any advertisement, article, notice or other communication
regarding the Shares published in any newspaper, magazine or
similar media or broadcast over television or radio or presented at
any seminar or any other general solicitation or general
advertisement.
(d)
No Conflicts: Advice. Neither
the execution and delivery of this Agreement, nor the consummation
of the transactions contemplated hereby, does or will violate any
constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge or other restriction of any
government, governmental agency, or court to which the Holder is
subject or any provision of its organizational documents or other
similar governing instruments, or conflict with, violate or
constitute a default under any agreement, credit facility, debt or
other instrument or understanding to which the Holder is a
party.
(e)
Consents. No authorization,
consent, approval or other order of, or declaration to or filing
with, any governmental agency or body or other Person is required
on the part of the Holder for the valid authorization, execution,
delivery and performance by the Holder of this Agreement and the
consummation of the transactions contemplated hereby.
2
5.
Representations and Warranties of the
Company.
(a)
Valid Issuance. The GHS Series
E Shares being issued in the Exchange have been duly authorized
and, upon issuance, will be validly issued, fully paid and
non-assessable and, upon consummation of the Exchange, the Holder
will receive valid and good title to the GHS Series E Shares so
issued free and clear of all liens, claims, charges and other
encumbrances.
(b)
Organization:
Authority. The Company is an
entity duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization with full right,
corporate, and other applicable power and authority to enter into
and to consummate the transactions contemplated by this Agreement
and otherwise to carry out its obligations thereunder, and the
execution, delivery and performance by the Company of the
transactions contemplated by this Agreement have been duly
authorized by all necessary corporate or similar action on the part
of the Company. This Agreement, when executed and delivered by the
Company, will constitute a valid and legally binding obligation of
the Company, enforceable against the Company in accordance with its
terms, except (a) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, and any other
laws of general application affecting enforcement of
creditors’ rights generally, (b) as limited by laws relating
to the availability of specific performance, injunctive relief, or
other equitable remedies, or (c) to the extent the indemnification
provisions contained herein may be limited by federal or state
securities laws.
(c)
No conflicts: Advice. Neither
the execution and delivery of this Agreement, nor the consummation
of the transactions contemplated hereby, does or will violate any
constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge or other restriction of any
government, governmental agency, or court to which the Company is
subject or any provision of its organizational documents or other
similar governing instruments, or conflict with, violate or
constitute a default under any agreement, credit facility, debt or
other instrument or understanding to which the Assignee is a
party.
(d)
Consents. No authorization,
consent, approval or other order of, or declaration to or filing
with, any governmental agency or body or other Person is required
on the part of the Company for the valid authorization, execution,
delivery and performance by the Company of this Agreement and the
consummation of the transactions contemplated hereby.
(e)
No Litigation. There is no
action, suit, proceeding, judgment, claim or investigation pending,
or to the knowledge of the Company, threatened against the Company
which could reasonably be expected in any manner to challenge or
seek to prevent, alter or delay the transaction contemplated
hereby.
3
6.
Governing Law: Submission to
Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA,
WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. EACH PARTY AGREES
THAT ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING IN ANY WAY
TO THIS AGREEMENT SHALL BE BROUGHT IN A U.S. FEDERAL OR STATE COURT
OF COMPETENT JURISDICTION SITTING IN THE BOROUGH OF MANHATTAN, IN
THE STATE AND CITY OF NEW YORK. EACH PARTY HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY DEFENSE OF AN INCONVENIENT FORUM OR LACK
OF PERSONAL JURISDICTION TO THE MAINTENANCE OF ANY ACTION OR
PROCEEDING AND ANY RIGHT OR JURISDICTION OR VENUE ON ACCOUNT OF THE
PLACE OF RESIDENCE OR DOMICILE OF ANY PARTY HERETO. EACH PARTY
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY.
7.
Amendments. No provision hereof may be
waived or modified other than by an instrument in writing signed by
both parties.
8.
Severability. If any provision of this
Agreement shall be invalid or unenforceable in any jurisdiction,
such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of any provision of
this Agreement in any other jurisdiction.
[remainder of page
intentionally left blank; Signature Page to follow]
4
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first above
written.
COMPANY
NATURALSHRIMP
INCORPORATED
By:
/s/ Xxxxxx
Xxxxxxxxxx
Name:
Xxxxxx Xxxxxxxxxx
Title:
Chief Executive Officer
HOLDER:
GHS
INVESTMENTS LLC
By:
Name:
Title:
5
