SHARE EXCHANGE AGREEMENT
AND
PLAN OF REORGANIZATION
THIS AGREEMENT, made effective this 4th day of
July, 2008, by and among Grand Motion, Inc., a Nevada corporation,
(“GNDM”), Biomedical Implant Technologies Ltd., an
Ontario corporation (“BIT”), and all of the
shareholders of BIT (“Shareholders”).
RECITALS
WHEREAS, GNDM, a public, reporting company, desires
to acquire 100% of the total outstanding capital stock of BIT;
WHEREAS, GNDM and BIT and the Shareholders have
agreed to the transaction whereby GNDM will acquire all of the
issued and outstanding shares of common stock of BIT from the
Shareholders in exchange for 20,000,000 shares of the common stock
of GNDM (the “GNDM Common Stock” or “GNDM
Shares”) to be issued to the Shareholders, pro rata; and
WHEREAS, the transaction is intended to qualify as
a tax-free reorganization under Sections 368 (a)(1)(B) of the
Internal Revenue Code of 1986, as amended (the “Code”);
and
NOW, THEREFORE, in consideration of the mutual
promises, covenants, and representations contained herein, the
parties hereto intending to be legally bound hereby, agree as
follows:
ARTICLE 1 - EXCHANGE OF SECURITIES
1.1
Issuance of Shares. Subject to all of the
terms and conditions of this Agreement, concurrent with the
execution of this Agreement, GNDM hereby assigns, transfers and
conveys the GNDM Common Stock to the Shareholders; and in exchange
thereof, the Shareholders hereby assign, transfer and convey to
GNDM 100% of the outstanding common shares of BIT (the “BIT
Common Stock”). The number of GNDM Shares issued to the
Shareholders by GNDM and the number of BIT Common Stock delivered
to GNDM by the Shareholders are as set forth in Schedule 1.1.
1.2
Exemption from Registration; Reorganization.
The parties hereto intend that the GNDM Common Stock to be
issued to the Shareholders shall be exempt from the registration
requirements of the Securities Act of 1933, as amended (the
“Act”), and pursuant to applicable state statutes.
The parties hereto expect this transaction to qualify as a
tax-free reorganization under Sections 368 (a)(1)(B) of the
Internal Revenue Code of 1986, as amended (the “Code”)
but no IRS ruling or opinion of counsel is being sought in
connection therewith and such ruling or opinion is not a condition
to closing the transactions herein contemplated.
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ARTICLE 2 - REPRESENTATIONS AND WARRANTIES OF BIT
BIT hereby represents and warrants to GNDM that:
2.1
Organization. BIT is a corporation duly
organized, validly existing, and in good standing under the laws of
the Ontario, has all necessary corporate powers to carry on its
business as now owned and operated, and is duly qualified to do
business and is in good standing in each of the states and other
jurisdictions where its business requires qualification.
2.2
Capital. BIT’s authorized capital
presently consists of unlimited shares of common Class A stock, no
par value, of which, as of the date hereof, 10,000 of such shares
are issued and outstanding. There are no shares, warrants or
options outstanding or which have been reserved for issuance based
upon certain specified contingencies. All issued and outstanding
shares have been duly authorized, validly issued and are fully paid
and non-assessable, and are subject to no preemptive rights of any
shareholder. BIT no subsidiaries.
2.3
Directors and Officers. Schedule 2.3 to this
Agreement, the text of which is hereby incorporated by reference,
contains the names and titles of all of the directors and officers
of BIT as of the date of this Agreement.
2.4
Compliance with Laws. BIT has substantially
complied with, and is not in violation of, all applicable federal,
state or local statutes, laws and regulations, including, without
limitation, any applicable building, zoning, environmental,
employment or other law, ordinance or regulation affecting its
properties, products or the operation of its business except where
such non-compliance would not have a materially adverse effect on
the business or financial condition of BIT. BIT has all
licenses and permits required to conduct its business as now being
conducted and as contemplated in its Business Plan
2.5
Financial Statements. On or before Closing,
BIT will deliver to GNDM, a copy of the audited and unaudited
financial statements of BIT as of November 30, 2007 and for the six
month period ending at May 31, 2008 (“BIT Financial
Statements”). These financial statements have been
prepared from the books and records of BIT, and present fairly the
financial position of BIT as of May 31, 2008, and have been
prepared in accordance with generally accepted accounting
principles consistently applied with those used in preparing
financial statements of BIT during prior fiscal periods.
2.6
Absence of Changes. Since the date of the
most recent financial statements there has not been any change in
the financial condition or operations of BIT, except for changes in
the ordinary course of business, which changes have not in the
aggregate been materially adverse.
2.7
Absence of Undisclosed Liabilities. As of the
date of its most recent balance sheet, BIT 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
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in such balance sheet or incurred in the
ordinary course of business following the date of the last
balance sheet included.
2.8
Investigation of Financial Condition. Without
in any manner reducing or otherwise mitigating the representations
contained herein, GNDM and/or its attorneys shall have the
opportunity to meet with accountants and attorneys to discuss the
financial condition of BIT. BIT shall make available to GNDM
and/or its attorneys all books and records of BIT. If the
transaction contemplated hereby is not completed, all documents
received by GNDM and/or its attorneys shall be returned to BIT and
all information so received shall be treated as confidential.
2.9
Litigation. BIT is not a party to any suit,
action, arbitration or legal, administrative or other proceeding,
or governmental investigation pending or, to the best knowledge of
BIT, threatened against or affecting BIT or its business, assets or
financial condition, except for matters which would not have a
material affect on BIT or its properties. BIT is not in
default with respect to any order, writ, injunction or decree of
any federal, state, local or foreign court, department, agency or
instrumentality applicable to it. BIT is not engaged in any
lawsuits to recover any material amount of monies due to it.
2.10
Ownership of Shares. The delivery of
BIT Common Stock by the Shareholders as contemplated herein will
result in GNDM's immediate acquisition of record and beneficial
ownership of 100% of BIT's capital stock, free and clear of all
liens and encumbrances subject to applicable State and Federal
securities laws. Such shares were duly and validly issued,
fully paid and non-assessable.
2.11
Ability to Carry Out Obligations. The
execution and delivery of this Agreement by the Shareholders and
BIT and the performance by the Shareholders of the obligations
hereunder in the time and manner contemplated will not cause,
constitute or conflict with or result in (a) any material breach or
violation of any of the provisions of or constitute a material
default under any license, indenture, mortgage, charter,
instrument, articles of incorporation, by-laws, or other agreement
or instrument to which BIT 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, (b) an event that would permit any party
to any material agreement or instrument to terminate it or to
accelerate the maturity of any indebtedness or other obligation of
BIT, or (c) an event that would result in the creation or
imposition of any material lien, charge, or encumbrance on any
asset of BIT.
2.12
Assets. BIT has good and marketable title to
all of the properties and assets reflected on its latest balance
sheet (except for property and assets disposed of in the ordinary
course of business after the date thereof), free and clear of all
liens and encumbrances, except as noted therein, and except for
liens of taxes not delinquent.
2.13
NRC Agreements. BIT shall insure that it
license and research & development agreements with the Canadian
National Research Council are binding and in force and effect at
Closing.
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2.14
Business Plan. The Business Plan of BIT
delivered to GNDM accurately describes the business and operations
of BIT. BIT has all right, title and interest in future
patents, formulas, trademarks, know-how, and other intellectual
property discussed in such Business Plan or required to undertake
the business and operations and manufacture and sell the products
described in such Business Plan and is not required to pay any
royalties for the use of such intellectual property to any person
or entity.
2.15
Indemnification. Shareholders (severally in
proportion to their shares in BIT as set forth in Schedule 1.1) and
BIT agree to defend and hold GNDM harmless against and in respect
of any and all claims, demands, losses, costs, expenses,
obligations, liabilities, damages, recoveries and deficiencies,
including interest, penalties, and reasonable attorney fees, that
it shall incur or suffer, which arise out of, result from or relate
to any breach of, or failure by Shareholders to perform any of
their respective representations, warranties, covenants and
agreements in this Agreement or in any schedule or other instrument
furnished or to be furnished by Shareholders under this
Agreement.
ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF GNDM
GNDM represents and warrants to BIT and the Shareholders
that:
3.1
Organization. GNDM is a corporation duly
organized, validly existing, and in good standing under the laws of
Nevada, has all necessary corporate powers to own its properties
and to carry on its business as now owned and operated, and is duly
qualified to do business in each of such states and other
jurisdictions where its business requires such qualification.
3.2
Capital. GNDM’s authorized capital
presently consists of 100,000,000 shares of Common Stock at $0.001
par value per share, as of the date hereof, 26,040,000 shares of
Common Stock. GNDM has no subsidiaries.
At Closing, the authorized capital stock will
consist of 100,000,000 shares of $0.0001 par value Common Stock of
which approximately 26,040,000 shares of Common Stock will be
issued and outstanding. All of the issued and outstanding
shares will be duly and validly issued, fully paid and
non-assessable. There are no outstanding subscriptions,
options, rights, warrants, convertible securities, or other
agreements or commitments obligating GNDM to issue or to transfer
from treasury any additional shares of its capital stock of any
class or to repurchase any such shares.
3.3
Business. On or before the closing GNDM shall
have no operations.
3.4
Financial Statements. GNDM will deliver to BIT a
copy of the statement of account of GNDM as known to the current
officers and directors of GNDM at May 31, 2008. To the best
of our knowledge and information, GNDM has had minimal or no
operations for the past three years. These financial statements
have been prepared from the books and records of GNDM for the
fiscal year then ended, and have been prepared in accordance
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with generally accepted accounting principles
consistently applied with those used in preparing financial
statements of GNDM during prior fiscal periods.
3.5
Absence of Changes. Since the date of the
Balance Sheet there has not been any change in the financial
condition or operations of GNDM.
3.6
Absence of Undisclosed Liabilities. As of the
date of the Balance Sheet GNDM did not have any material
liabilities.
3.7
Investigation of Financial Condition. Without
in any manner reducing or otherwise mitigating the representations
contained herein, Shareholders shall have the opportunity to meet
with GNDM's accountants to discuss the financial condition of GNDM.
GNDM shall make available to BIT and Shareholders all books
and records of GNDM in its possession and control.
3.8
Compliance with Laws. GNDM has complied with
all, and is not in violation of any, applicable federal, provincial
or local statutes, laws and regulations (including, without
limitation, any applicable building, zoning, environmental or other
law, ordinance, or regulation) affecting its properties or the
operation of its business, except where non-compliance would not
have a materially adverse effect on the business or operations of
GNDM.
3.9
Litigation. GNDM is not a party to any suit,
action, arbitration, legal, administrative
