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Document Preview Share Exchange Agreement |
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Title: |
Share Exchange Agreement |
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Entities: |
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Date: |
2005 |
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Size: |
Preview shows 12KB of 57KB total |
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Price: |
$37 |
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ID: |
#1274434 |
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SHARE EXCHANGE AGREEMENT
THIS AGREEMENT made as of the 23rd day of May, 2005 (the "Effective Date"),
AMONG:
MAXTOR HOLDINGS INC., a company incorporated under the laws of the State of Nevada and having an address at 7 Echo Lane, Chico, California 95928
("Purchaser")
AND:
THE SHAREHOLDERS OF THE COMPANY SET OUT IN SCHEDULE A
(individually a "Vendor" and collectively the "Vendors")
AND:
MOBILEMAIL LIMITED a company duly incorporated pursuant to the laws of England and having an office at Suite 5.15, 130 Shaftesbury Avenue, London, England W1D 5EU
("Company")
WHEREAS:
| A. |
the Vendors are the legal and beneficial owners of all of the issued and outstanding shares in the capital of the Company; |
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| B. |
the Company is in the business of exploiting licensed technology relating to a small hand-held digital presentation device; and |
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| C. |
further to a Letter Agreement dated April 18, 2005 the Vendors have agreed to sell the Company Shares to the Purchaser and the Purchaser has agreed to purchase the Company Shares from the Vendors, upon and subject to the terms and conditions set forth in this Agreement; |
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained (and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged), the parties hereto do covenant and agree each with the other as follows:
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| 1. |
INTERPRETATION | |
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| 1.1 |
Defined terms - The following terms have the following meanings in this Agreement: | |
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(a) |
Applicable Laws means all applicable rules, policies, notices, orders and legislation of any kind whatsoever of any governmental authority, regulatory body having jurisdiction over the transactions contemplated hereby; | |
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(b) |
Closing means the completion of the purchase and sale of the Company Shares as contemplated in this Agreement; | |
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(c) |
Closing Date means the date of the Closing as mutually agreed upon by the parties hereto; | |
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(d) |
Company Financial Statements means the audited financial statements of the Company for the fiscal years ended September 30, 2003 and September 30, 2004 copies of which are attached hereto as Schedule B to this Agreement; | |
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(e) |
"Company Shares" means all of the issued and outstanding shares in the capital of the Company; | |
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(f) |
Purchaser Shares means the 12,000,000 common shares in the capital of the Purchaser to be issued to the Vendors as the Purchase Price; | |
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(g) |
Purchase Price means the Purchaser Shares to be issued to the Vendors in consideration for the Company Shares; | |
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(h) |
Time of Closing means 09.00 GMT on the Closing Date; | |
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(i) |
US Securities Act means the United States Securities Act of 1933, as amended from time to time. | |
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| 1.2 |
Schedules - The following Schedules attached hereto constitute a part of this Agreement: | |
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(a) |
Schedule A Allocation of Purchase Price | |
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(b) |
Schedule B the Company Financial Statements | |
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(c) |
Schedule C the Company Assets and Material Contracts | |
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(d) |
Schedule D the Company Group Directors, Officers and Key Employees | |
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(e) |
Schedule E The Purchaser Financial Statements | |
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| 1.3 |
Headings - The headings in this Agreement are for reference only and do not constitute terms of the Agreement. | |
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| 1.4 |
Interpretation - Whenever the singular or masculine is used in this Agreement the same shall be deemed to include the plural or the feminine or the body corporate as the context may require. | |
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| 2. |
PURCHASE AND SALE | |
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| 2.1 |
Agreement - Upon and subject to the terms and conditions of this Agreement, each of the Vendors agrees to sell their Company Shares to the Purchaser, and the Purchaser agrees with the Company and each of the Vendors to purchase their Company Shares, on the Closing Date for the Purchase Price. | |
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| 2.2 |
Allocation of Purchase Price - The Purchase Price shall be paid by the issuance of the Purchaser Shares to the Vendors on the Closing Date as set out in Schedule A. | |
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| 2.3 |
Acknowledgements Each Vendor acknowledges and agrees with the Purchaser that: | |
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(a) |
Regulation S. Each Vendor acknowledges and agrees that the Purchaser Shares will be offered and sold to the Vendor without such offers and sales being registered under the United States U.S. Securities Act of 1933 and will be issued to the Vendor in accordance with Rule 903 of Regulation S of the U.S. | |
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