EXHIBIT 10.1
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT (this "Agreement"), effective
as of September 17,
2009 (the "Effective
Date"), is entered into by
and between InoLife
Technologies, Inc., a corporation formed under the laws of the
State of New York
("Buyer"), InoVet, Ltd., a corporation formed
under the laws of Delaware (the
"Company"), and the shareholders of the
Company, Gary Berthold and Sharon
Berthold (collectively, the "Shareholders").
WHEREAS the Shareholders are the registered and beneficial
owners of all of the
issued and outstanding shares of common stock of the Company (the
"Shares");
WHEREAS Buyer is a publicly trading company, whose stock currently
trades on the
on the Over-the-Counter Bulletin Board under the symbol
"NXXN.OB";
WHEREAS subject to approval by the respective Board of
Directors, Buyer desires
to acquire one hundred percent (100%) of the total issued and
outstanding Shares
in exchange for 10,000,000 shares of the common stock, par value
$0.01, of Buyer
representing 100% of the total issued and
outstanding shares of Buyer (the
"Buyer Shares");
WHEREAS Buyer desires to acquire the Company in
exchange for all of the issued
and outstanding shares of the Company
resulting in the Company becoming a
wholly-owned subsidiary of Buyer in a tax-free exchange;
WHEREAS, the parties to this Agreement have agreed to the share
exchange subject
to the terms and conditions set forth below.
NOW THEREFORE THIS AGREEMENT WITNESSES that for
and in consideration of the
mutual premises and the mutual covenants and agreements
contained herein, the
parties covenant and agree each with the other as follows:
ARTICLE I
EXCHANGE OF STOCK
Section 1.01. EXCHANGE. Upon the terms and
subject to the conditions of this
Agreement, the Shareholders agree to exchange the
Shares for the Buyer Shares
and Buyer agrees to issue to the Shareholders
10,000,000 Buyer Shares. The
parties intend that the
share exchange shall qualify
as a tax free
reorganization under Section 368 of the Internal Revenue
Code. However, Buyer
makes no representations or warranties regarding the
qualification of the share
exchange as "tax free". Buyer shall cooperate with the
Company in executing any
reasonably necessary documents to qualify the share exchange as tax
free.
Section 1.02. DELIVERY OF STOCK. (a) Upon the execution hereof, the
Shareholders
shall deliver to Buyer all of the stock
certificates representing the total
issued and outstanding Shares, duly endorsed in blank;
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(b) Upon execution hereof, Buyer
shall deliver to the Shareholders stock
certificates representing the Buyer Shares in the names and
denominations as set
forth on Exhibit A hereto.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
OF THE COMPANY AND THE SHAREHOLDERS
Section 2.01. ORGANIZATION, STANDING AND AUTHORITY; FOREIGN
QUALIFICATION. (a)
The Company is a corporation duly
organized, validly existing and in good
standing under the laws of Delaware with all
requisite power and authority to
enter into, and perform the obligations under this
Agreement. The Company has
all requisite power and authority to
own, lease and operate its
assets,
properties and business and to carry on
its business as now being and as
heretofore conducted.
(b)
The Company is duly qualified
or otherwise authorized as a
corporation to transact business and is in good standing in each
jurisdiction as
necessary to conduct business as required by law. The Company
does not file any
franchise, income or other tax returns in any other
jurisdiction other than the
State of Delaware, based upon the ownership or use of
property therein or the
derivation of income there from.
Section 2.02. CAPITALIZATION. The authorized capital of the
Company consists of
75,000,000 shares of common stock, par
value $.0001 per share, A total of
50,000,000 shares of common stock are issued and
outstanding. There are also
1,000,000 shares of preferred stock with a par value of
$0.0001 per share. The
Shares are the only class of the Company's capital
stock that is outstanding.
All of the outstanding Shares are duly authorized,
validly issued, fully paid
and non-assessable and free of preemptive rights.
Section 2.03. CERTIFICATE OF
INCORPORATION AND BY-LAWS. The
Company has
heretofore delivered to Buyer true,
correct and complete copies of
its
Certificate of Incorporation or other documentation evidencing a
corporation and
By-laws. The minute books of the Company accurately reflect all
actions taken at
all meetings and consents in lieu of
meetings of its stockholders, and all
actions taken at all meetings and consents in lieu of
meetings of its boards of
directors and all committees.
Section 2.04. EXECUTION AND DELIVERY. This Agreement has been
duly executed and
delivered by each Shareholder and each
constitutes the valid and binding
agreement of each Shareholder enforceable against such Shareholder
in accordance
with its terms.
Section 2.05. CONSENTS AND APPROVALS. The execution, delivery and
performance of
this Agreement and the consummation of the transactions
contemplated hereby and
thereby in accordance with the terms and
conditions hereof and thereof do not
require any Shareholder to obtain any consent,
approval or action of, or make
any filing with or give any notice to, any person or entity.
Section 2.06. NO CONFLICT. The execution, delivery
and performance of each of
this Agreement and the consummation of the transactions
contemplated hereby and
thereby in accordance with the terms and conditions hereof
and thereof will not
(a) violate any provisions of the
Certificate of Incorporation, By-laws or
organizational document of the Company; (b) violate, conflict
with or result in
any modification of the effect of, otherwise give any
other contracting party
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the right to terminate, or constitute (or with notice or
lapse of time or both,
constitute) a default under, and
contract to which any Shareholder or the
Company is a party to by or to which any of them
or any of their respective
assets or properties may be bound or subject; (c) violate any
order, judgment,
injunction, award or decree of any
court, arbitrator or governmental or
regulatory body against, or binding upon or any
agreement with, or condition
imposed by, any governmental or regulatory body,
foreign or domestic, binding
upon any Shareholder or the Company or upon the
Shares or the properties or
business of the Company; (d) violate any
statute, law or regulation of any
jurisdiction as such statute, law or regulation
relates to any Shareholder or
the Company; or (e) result in the breach of any of the terms
or conditions of,
constitute a default under, or otherwise cause an impairment of,
any permit.
Section 2.07. TITLE TO STOCK.
Each Shareholder has valid title to
their
respective portion of the Shares free and clear of all
liens or encumbrances,
including, without limitation, any community
property claim. Upon delivery of
the Shares to be made on the Closing, Buyer shall
acquire good and marketable
title thereto, free and clear of any lien, including,
without limitation, any
community property claim.
Section 2.08. OPTIONS OR OTHER RIGHTS. (a) There
are no outstanding rights,
subscriptions, warrants, calls, preemptive rights,
options, contracts or other
agreements of any kind to purchase or otherwise to receive from
any Shareholder
or from the Company any of the outstanding,
unauthorized or treasury shares of
the Shares; and (b) there is no outstanding
security of any kind convertible
into any security of the Company, and, there is no outstanding
contract or other
agreement to purchase, redeem or otherwise acquire any of the
Shares.
Section 2.09. MATERIAL INFORMATION. This Agreement, the
financial statements of
the Company and all other information provided in writing by the
Shareholders or
the Company or representatives
thereof to Buyer, taken as a whole, do not
contain any untrue statement of a material fact or omit to state a
material fact
necessary to make any statement contained
herein or therein not misleading.
There are no facts or conditions, which have not
been disclosed to Buyer in
writing which, individually or in the aggregate, could
have a material adverse
effect on Buyer or a material adverse effect on the ability
of any Shareholder
to perform any of his or her obligations pursuant to this
Agreement.
Section 2.10. FINANCIAL STATEMENTS. The Company
has or will have prior to the
Closing furnished to Buyer certain financial
statements of the Company as set
forth in Section 4.11 hereof (the
"Financial Statements"). The Financial
Statements shall be true, correct and complete in
all material respects and
fairly present the financial condition of
the Company and the results of its
operations for the period then ended and shall be prepared
in conformity with
U.S. generally accepted accounting principles applied on a
consistent basis.
Section 2.11. ABSENCE OF CERTAIN
CHANGES. Since the date of the Financial
Statements, there has been no event, change or
development which could have a
material adverse effect on the Company.
Section 2.12. UNDISCLOSED LIABILITIES. Except as
reflected or reserved against
in the Financial Statements, as of and for the period
reflected therein, the
Company was not on that date subject to, and since that date the
Company has not
incurred, any direct or indirect indebtedness,
liability, claim, loss, damage,
deficiency, obligation or responsibility, fixed or unfixed,
choate or inchoate,
liquidated or un liquidated, secured or unsecured, accrued,
absolute, contingent
or otherwise, of a kind required by generally accepted
accounting principles to
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be reflected or reserved against on a financial statement
("Liabilities"), which
individually or in the aggregate exceeds $10,000.
Section 2.13. OPERATIONS OF THE
COMPANY. Except as contemplated by
this
Agreement, since the date of the Financial Statements, the
Company has not: (a)
amended its Certificate of Incorporation or
By-laws or merged with or into or
consolidated with any other person
or entity, subdivided or in any
way
reclassified any shares of its capital stock or changed
or agreed to change in
any manner the rights of its outstanding capital stock
or the character of its
business; (b) issued, reserved for issuance, sold or
redeemed, repurchased or
otherwise acquired, or issued options or rights to subscribe to, or
entered into
any contract or commitment to issue, sell or
redeem, repurchase or otherwise
acquire, any shares of its capital stock or any
bonds, notes, debentures or
other evidence or indebtedness; (c) incurred any indebtedness for
borrowed money
or incurred or assumed any other liability in excess of
$10,000 in any one case
(or, in the aggregate, in the case of any related
series of occurrences) or
$25,000 in the aggregate; (d) declared or paid any dividends or
declared or made
any other distributions of any kind to its stockholders; (e)
made any change in
its accounting methods or practices
or made any change in depreciation or
amortization policies, except as
required by law or generally
accepted
accounting principles; (f) made any loan or advance to
any of its stockholders
or to any of its directors, officers or employees,
consultants, agents or other
representatives, or made any other loan
or advance, otherwise than in the
ordinary course of business; (g) entered into any
lease (as lessor or lessee)
under which the Company is obligated to make or would
receive payments in any
one year of $10,000 or more; sold, abandoned or made
any other disposition of
any of its assets or properties; granted or
suffered any lien on any of its
assets or properties; entered into or amended
any contracts to which it is a
party, or by or to which it or its assets or
properties are bound or subject;
(h) made any acquisition of all or a substantial part of the
assets, properties,
securities or business of any other person or
entity; (i) paid, directly or
indirectly, any of its material liabilities
before the same became due in
accordance with its terms or otherwise than in the ordinary
course of business;
(j) terminated or failed to renew, or received any
written threat (that was no
subsequently withdrawn) to terminate or fail to renew,
any contract that is or
was material to the assets,
liabilities, business, property, operations,
prospects, results of operations or
condition (financial or otherwise of the
Company); or (k) entered into any other
contract or other transaction that
materially increases the Liabilities of the Company.
Section 2.14 COMPLIANCE WITH LAWS.
The Company is not in violation of any
applicable order, judgment, injunction, award or decree
nor is it in violation
of any Federal, provincial, state, local or foreign law, ordinance
or regulation
or any other requirement of any
governmental or regulatory body, court
or
arbitrator, other than those violations which, in the
aggregate, would not have
a material adverse effect on
the Company, neither the Company
nor any
Shareholder has received written notice that any violation is being
alleged.
Section 2.15. ACTIONS AND
PROCEEDINGS. There are no outstanding
orders,
judgments, injunctions, awards or
decrees of any court, governmental
or
regulatory body or arbitration tribunal against
or involving the Company, or
against or involving any of the Shares. There are no actions, suits
or claims or
legal, regulatory, administrative or arbitration proceedings
pending or, to the
knowledge of any of the Shareholders
threatened against or involving the
Company.
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Section 2.16. CONTRACTS. (a) Schedule
2.16 sets forth all of the contracts
hereinafter in this Section 2.16 referred to, to which the Company
is a party or
by or to which the Company or its assets or properties are bound or
subject:
(i) Contracts with any
current or former officer,
director,
employee, consultant, agent or other representative having
more
than three months to run from the date hereof or
providing for
an obligation to pay and/or accrue compensation
of $10,000 or
more per annum, or providing for the payment of
fees or other
consideration in excess of $10,000 in
the aggregate to any
officer or director of the Company, or to any
other entity in
which the Company has an interest;
(ii)
Contracts for the purchase or sale of equipment or services
that
contain an escalation, renegotiation or predetermination
clause
or that can be cancelled without liability, premium or
penalty
only on ninety days' or more
notice;
(iii)
Contract for the sale of any of its assets or properties or
for
the grant to any person of any preferential rights to
purchase
any of its or their assets or properties;
(iv)
Contracts (including with limitation, leases of real
property)
calling for an aggregate purchase price or payments in
any one
year of more than $10,000 in any one case (or in the
aggregate,
in the
case of any related series of contracts);
(v) Contracts relating to the
acquisition by the Company of any
operating business of, or the
disposition of any operating
business by, any other person;
(vi)
executor Contracts relating to the disposition or acquisition
of
any investment or of any interest in any person; (vii)
Contracts
under which it agrees to indemnify any party, other than in
the
ordinary course of business or in
amounts not in excess of
$10,000, or to share tax liability of any party;
(viii)
Contracts containing covenants of the Company not to compete
in
any line of business or with any person in any geographical
area
or covenants of any other person not to compete with in any
line
of business or in any geographical area;
(ix)
Contracts relating to the making of any loan by the Company;
(x) Contracts relating to the
borrowing of money by the Company or
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