EXHIBIT 10.13 ACQUISITION AGREEMENT
This Acquisition Agreement (the “Agreement”) is being
entered into by and between International Aerospace Enterprises,
Inc. a Nevada corporation (“IAE”), LifeStem
International, Inc., a Nevada Corporation (“LLI”) and
the shareholders of LLI that shall agree to exchange their
stockholdings in accordance with the terms hereof. This
Agreement shall become effective as of the latter date written in
conjunction with the signatures affixed hereto (the
“Effective Date”).
WHEREAS, IAE is a corporation organized and existing under the laws
of the State of Nevada, with its principal business office located
at 7407 East Tanque Verde, Tuscon, AZ 85715, and LLI is a
corporation organized and existing under the laws of the State of
Nevada, with its principal business office located at 1740 W.
Katella Avenue, Suite H, Orange, CA 92867. IAE and LLI
are collectively referred to herein as the “Constituent
Corporations”;
WHEREAS, Edward Deese (“Deese”) and James DeOlden
(“DeOlden”) collectively own seventy-five percent (75%)
of the outstanding shares of LLI (together referred to as the
“Majority Shareholders”);
WHEREAS, pursuant to the terms of this Agreement, IAE will acquire
forty-nine million (49,000,000) shares of the issued and
outstanding shares of LLI from the Majority Shareholders as
provided for in this Agreement and such transaction is intended,
where applicable, to be a tax-free reorganization under Section 368
of the Internal Revenue Code of 1986, as amended (the
“Code”), and the parties intend that this Agreement
shall constitute a plan of reorganization for the purposes of
Section 368 of the Code, such that immediately following such
exchange, IAE will become a wholly-owned subsidiary of
LLI. The foregoing exchange and issuance, together with
the other transactions contemplated herein, are collectively
referred to herein as the "Transaction”;
WHEREAS, IAE is a military and commercial aircraft parts company,
with Eleven Million Dollars ($11,000,000) of appraised military and
commercial airplane parts for which it must make payment of One
Million Dollars ($1,000,000) by June 15, 2010, (the “Military
Assets”);
WHEREAS, the Majority Shareholders have unpaid compensation due
them which is collectively $663,699.45. Further, their
respective employment agreements provide for change of ownership
event payments to provide one year of salary at $230,000
each. Therefore, the total due at the close of this
Transaction is a collective total of approximately US$1,120,000
(the “Outstanding Compensation”). The
Majority Shareholders will agree to relinquish all remaining rights
to the Outstanding Compensation in accordance with the terms of
this Agreement;
WHEREAS, the Majority Shareholders will agree to relinquish five
million (5,000,000) shares of Preferred Stock in accordance with
the terms of this Agreement;
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WHEREAS, the respective Boards of Directors of IAE and
LLI, deem it desirable and in their best interests that the
Constituent Corporations enter into this Agreement and consummate
the Transaction pursuant to the terms and conditions contained
herein; and
NOW, THEREFORE, in consideration of the promises and mutual
agreements, provisions and covenants herein contained, the receipt
and sufficiency of which is hereby acknowledged and agreed, the
parties agree as follows:
On December 17, 2008, or on such other date that the parties shall
agree (the “Closing”):
ARTICLE I DIRECTORS AND OFFICERS OF ACQUIRED CORPORATION
1.
Directors.
Deese and DeOlden each agree to immediately relinquish their Board
of Directors seats, post transaction, once new members are elected
to the Board of Directors of LLI.
2.
Officers.
Deese and DeOlden each agree to resign immediately from their
executive positions once the new Executive Officers are hired and
in place post acquisition of the Military Assets.
ARTICLE II TERMS OF THE EXCHANGE OF SHARES
At Closing, the Majority Shareholders of LLI shall transfer
forty-nine million (49,000,000) of the outstanding shares of LLI to
IAE. The Shares issued shall be unregistered shares and the resale
or other transfer thereof shall be subject to the restrictions set
forth in Rule 144, as promulgated the Securities and Exchange
Commission.
At Closing, IAE shall issue to LLI all of the outstanding shares of
IAE such that IAE will become a wholly-owned subsidiary of LLI.
Post transaction, LLI will take all necessary steps to merge IAE
with LLI such that the surviving entity will be LLI but renamed
International Aerospace Enterprises, Inc.
ARTICLE IV OTHER TERMS OF PAYMENT
Upon Closing, other terms of payment pursuant to this transaction
shall be:
A. The Majority Shareholders will relinquish all
remaining rights to the Outstanding Compensation ($1,200,000) in
exchange for:
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1. Two promissory notes shall be issued, one to Deese,
and one to DeOlden, or to their designees. Each
promissory note shall be in the amount of seventy-five thousand
dollars (US$75,000) so as the total of the promissory notes shall
be one hundred, fifty thousand dollars (US$150,000) (collectively,
the “Promissory Notes”). The Promissory
Notes shall accrue interest at a rate of six percent (6%) annually
on any unpaid balance. The term of the Promissory Notes
shall be six (6) months. The Promissory Notes shall be
payable beginning thirty (30) days after issuance in six equal
monthly payments of US$12,720; and
2. LLI shall transfer one hundred percent (100%) of the issued and
outstanding shares of its subsidiary, KD Medical, Inc., a Maryland
Corporation (“KD”) to the Majority Shareholders in such
amounts as they designate. LLI shall transfer one hundred percent
(100%) of the issued and outstanding shares of its subsidiary
Molecula, Inc., a Nevada corporation, to the Majority Shareholders
in such amounts as they designate. LLI shall transfer
one hundred percent (100%) of the issued and outstanding shares of
its subsidiary, Molecularware, Inc., a Massachusetts Corporation
(“Molecularware”) to the Majority Shareholders in such
amounts as they designate. The above listed transactions
are intended, where applicable, to be tax-free reorganizations
under Section 368 of the Internal Revenue Code of 1986, as amended
(the “Code”), and the parties intend that this
Agreement shall constitute a plan of reorganization for the
purposes of Section 368 of the Code.
B. The Majority Shareholders will each relinquish two
million, five hundred thousand (2,500,000) shares of Preferred
Stock and in exchange LLI shall transfer one hundred percent (100%)
of the issued and outstanding shares of its subsidiary, LifeStem,
Inc., a Nevada Corporation (“LifeStem”) to the Majority
Shareholders in such amounts as they designate. The above listed
transaction is intended, where applicable, to be tax-free
reorganizations under Section 368 of the Internal Revenue Code of
1986, as amended (the “Code”), and the parties intend
that this Agreement shall constitute a plan of reorganization for
the purposes of Section 368 of the Code.
C. IAE, post transaction, shall contract with Deese and
DeOlden to serve as financial and legal consultants respectively to
LLI for one (1) year. Deese and DeOlden shall each be
paid sixty thousand dollars (US$60,000) and shall serve as
consultants only. Page 3 of 9
ARTICLE IV CONDUCT OF BUSINESS BY LLI
Prior to Closing, LLI shall conduct its business in its usual and
ordinary manner, and shall not enter into any transaction other
than in the usual and ordinary course of such
business. Without limiting the generality of the above,
LLI shall not, except as otherwise consented to in writing by IAE
or as otherwise provided in this Agreement:
1. Amend
its certificate of incorporation or its bylaws;
2. Declare
or pay any dividend or make any other distribution upon or with
respect to its capital stock;
3. Repurchase
any of its outstanding stock or by any other means transfer any of
its funds to its shareholders either selectively or rateably, in
return for value or otherwise, exc
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