0001144204-08-068881 Sample Contracts

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • December 12th, 2008 • Emy's Salsa Aji Distribution Company, Inc. • Services-business services, nec • New York

SHARE EXCHANGE AGREEMENT, dated as of December __, 2008 (this “Agreement”) by and among Bio X Cell, Inc., a Massachusetts corporation (“BioXcell”), the stockholders of BioXcell set forth on Schedule I hereto (the “BioXcell Shareholders”), Emy’s Salsa Aji Distribution Company, Inc., a Nevada corporation (“Emys”), and the stockholders of Emys set forth on Schedule II hereto (the “Emys Controlling Stockholder[s]”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 12th, 2008 • Emy's Salsa Aji Distribution Company, Inc. • Services-business services, nec • New York

THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the ___ day of December, 2008, by and among Emy’s Salsa Aji Distribution Company, Inc., a Nevada corporation (the “Company”), and the Investors set forth on the signature page affixed hereto (each an “Investor” and collectively, the “Investors”).

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