EXHIBIT 10.1
SHARE EXCHANGE AGREEMENT
THIS AGREEMENT is made effective this 27th day of April, 2004, by and
NOVA ELECTRIC SYSTEMS INC. a Nevada corporation, with an address at 000 Xxxxx
Xxxxx Xx, Xxxxx #000, Xxxxxx Xxxxx, Xxxxxxxxxx, 00000 ("Nova"), the SHAREHOLDERS
OF NOVA being Xxxxxxx Xxxxx and individual with address at 000 Xxxxx Xxxxx Xx,
Xxxxx #000, Xxxxxx Xxxxx, Xxxxxxxxxx, 00000, and Nu Age Electric Systems Inc., a
private Nevada Corporation with an address at 00000 Xxxxx Xxxx Xx., Xxx Xxxxx,
XX 00000 (the "Shareholders"), and ARMOR ENTERPRISES, INC., a Florida
corporation, with an address at 00000, 00X Xxxxxx, Xxxxx, XX, X0X 0X0 (the
"Company").
WHEREAS, the Shareholders are the owners of all of the issued and
outstanding shares of the common stock of Nova, consisting of 21,001,000 common
shares, par value $0.001 per share (the "Nova Stock");
WHEREAS, the Shareholders agree to transfer all of their shares of the
Nova Stock to the Company in exchange for good and valuable consideration, (the
"Company Common Stock") as hereinafter provided; and
WHEREAS, the Company has agreed to issue 21,000,000 of the Company's
Common Stock to Nova Electric Systems Inc. to acquire 100 percent of Nova;
NOW, THEREFORE, in consideration of the foregoing and the following
mutual covenants and agreements, Nova, the Shareholders and the Company agree as
follows:
1. EXCHANGE OF THE NOVA STOCK. Upon the terms and conditions set forth
in this Agreement the Shareholders shall exchange, assign, and transfer to the
Company at the closing of this Agreement (the "Closing"), free and clear of all
liens and encumbrances, and the Company shall accept from the Shareholders at
the Closing 21,001,000 shares of the Nova Stock owned by the Shareholders. In
consideration therefor, the Company shall deliver to Nova, in exchange for the
Shareholders stock at the Closing, 21,000,000 shares of the Company Common
Stock.
(a) The Shareholders acknowledge receipt of the following
consideration from Nova for agreeing to exchange, assign and transfer the Nova
Stock to the Company:
---------------------------------------- -------------------------------------- --------------------------------------
SHAREHOLDER NAME NUMBER OF NOVA STOCK OWNED CONSIDERATION RECEIVED
---------------------------------------- -------------------------------------- --------------------------------------
Xxxxxxx Xxxxx 1,000 $1.00
---------------------------------------- -------------------------------------- --------------------------------------
Nu Age Electrical Systems, Inc. 21,000,000 $21,000
---------------------------------------- -------------------------------------- --------------------------------------
2. RESTRICTIVE LEGEND. All shares of the Company Common Stock to be
delivered to Nova hereunder shall be issued pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act"), inasmuch such shares to be issued to Nova will be issued for
investment purposes without a view to distribution. In addition, Nova will have
had access to information concerning the Company and its business prospects, as
required by the Securities Act. Furthermore, there will be no general
solicitation or advertising for the purchase of the shares of the Company Common
Stock covered by this Agreement. Finally, the Company's stock transfer agent
will be instructed not to transfer any of such shares, unless such shares are
registered for resale or there is an exemption with respect to their transfer.
All shares of the Company Common Stock to be delivered to Nova
hereunder shall bear a restrictive legend in substantially the following form:
"THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST
THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS
A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT."
3. TAX TREATMENT. The exchange described herein is intended to comply
with all of the provisions of Section 368(a)(1)(B) of the Internal Revenue Code
of 1986, as amended and all applicable regulations thereunder. In order to
ensure compliance with said provisions, the parties agree to take whatever steps
may be necessary, including, but not limited to, the amendment of this
Agreement.
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to Nova and the Shareholders as follows:
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(a) POWER AND AUTHORITY. The Company has full corporate power
and authority to execute, deliver and perform this Agreement.
(b) AUTHORIZATION. The execution, delivery and performance of
this Agreement by the Company has been duly authorized by all requisite
corporate action.
(c) BINDING EFFECT. Upon execution and delivery by the
Company, this Agreement shall be and constitute the valid, binding and legal
obligations of the Company enforceable against the Company in accordance with
the terms hereof and thereof, except as the enforceability hereof and thereof
may be subject to the effect of (i) any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting creditors'
rights generally, and (ii) general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law).
(d) TRADING STATUS. The Company is a fully reporting company
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
the Company Common Stock is registered under Section 12(g) of the Exchange Act.
Further, the Company Common Stock is traded on the Over the Counter Bulletin
Board maintained by the Nasdaq Stock Market, Inc. (the "OTCBB").
(e) NO DEFAULT. Neither the execution and delivery of this
Agreement nor full performance by the Company of its obligations hereunder or
thereunder will violate or breach, or otherwise constitute or give rise to a
default under, the terms or provisions of the Articles of Incorporation or
Bylaws of the Company or, subject to obtaining any and all necessary consents,
of any contract, commitment or other obligation of the Company or necessary for
the operation of the Company's business following the Closing or any other
material contract, commitment, or other obligation to which the Company is a
party, or create or result in the creation of any encumbrance on any of the
Company's assets.
(f) NO CONSENTS. No consent, approval or authorization of, or
registration, declaration or filing with any third party, including, but not
limited to, any governmental department, agency, commission or other
instrumentality, will, except such consents, if any, delivered or obtained on or
prior to the Closing, be obtained or made by the Company prior to the Closing to
authorize the execution, delivery and performance by the Company of this
Agreement.
(g) ORGANIZATION AND STANDING OF THE COMPANY. The Company is a
duly organized and validly existing Florida corporation in good standing, with
all requisite corporate power and authority to carry on its business as
presently conducted.
(h) NO SUBSIDIARIES. The Company has no subsidiaries.
(i) CAPITALIZATION OF THE COMPANY. The Company is authorized
by its Articles of Incorporation to issue 100,000,000 shares of the Company
Common Stock, and 10,000,000 shares of preferred stock. There are no outstanding
options, contracts, commitments, warrants, preemptive rights, agreements or any
rights of any character affecting or relating in any manner to the issuance of
the Company Common Stock or other securities or entitling anyone to acquire the
Company Common Stock or other securities of the Company.
(j) DEBTS. As of March 31, 2004, the Company had liabilities
of $15,281.
(k) ASSETS. As of March 31, 2004 the Company had assets of
$533.
(l) LITIGATION. The Company was a defendant in a small claims
court action in the Province of British Columbia on May 16, 2002, involving two
Plaintiffs alleging a $5,000 deposit was not returned to them, which was
intended to apply towards the purchase of common stock of the Company, which was
never issued. The Company claims that no amount was ever received from
plaintiffs and filed a response on June 20, 2002, disputing all allegations. In
the opinion of Company counsel, the claim is a nuisance lawsuit and is confident
no liability will result on its behalf.
(m) NO CONTRACTS. The Company is not a party to any contract,
lease or agreement which would subject it to any performance or business
obligations after the Closing.
(n) NO EMPLOYEES. The Company does not now have and will not
have at the Closing any employees.
(o) NO EMPLOYMENT CONTRACTS. The Company has no employment
contracts or agreements with any of its officers, directors, or with any
consultants, employees or other such parties.
(p) NO BENEFIT PLANS. The Company has no insurance or employee
benefit plans whatsoever.
(q) NO POWERS OF ATTORNEY. The Company has no outstanding
powers or attorney and no obligations concerning its performance hereunder.
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(r) THE COMPANY'S REPRESENTATIONS AND WARRANTIES TRUE AND
COMPLETE. All representations and warranties of the Company in this Agreement
and the Other Agreements will be true, accurate and complete in all material
respects as of the Closing.
(s) NO UNTRUE STATEMENTS. No representation or warranty by the
Company in this Agreement or in any writing furnished or to be furnished
pursuant hereto, contains or will contain any untrue statement of a material
fact, or omits, or will omit to state any material fact required to make the
statements herein or therein contained not misleading.
(t) RELIANCE. The foregoing representations and warranties are
made by the Company with the knowledge and expectation that Nova and the
Shareholders are placing complete reliance thereon.
5. COVENANTS OF THE COMPANY. From the date of this Agreement to the
Closing, the Company covenants as follows:
(a) It will to the best of its ability preserve intact the
current status of the Company and the trading capacity of the Company on the
OTCBB.
(b) It will furnish Nova with whatever corporate records and
documents are available, such as Articles of Incorporation and Bylaws.
(c) It will not enter into any contract or business
transaction, merger or business combination, or incur any further debts or
obligations without the express written consent of Nova.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF NOVA. All obligations of Nova
under this Agreement are subject to the fulfillment, prior to or at the Closing,
of the following conditions which must be satisfied as herein specified:
(a) REPRESENTATIONS AND WARRANTIES TRUE AT THE CLOSING. The
representations and warranties of the Company herein shall be deemed to have
been made again at the Closing, and then be true and correct, subject to any
changes contemplated by this Agreement. The Company shall have performed all of
the obligations to be performed by it hereunder on or prior to the Closing.
(b) RESOLUTIONS. The counsel for Nova shall have received
certified resolutions of a meeting of the Board of Directors of the Company
pursuant to which this Agreement and the transactions contemplated hereby were
duly and validly approved, adopted and ratified by the Company all in form and
content satisfactory to such counsel, authorizing (i) the execution, delivery
and performance of this Agreement, (ii) such other documents and instruments as
shall be necessary to consummate the transactions contemplated hereby and
thereby, and (iii) all actions to be taken by the Company hereunder.
(c) OTHER MATTERS. All corporate and other proceedings and
actions taken in connection with the transactions contemplated hereby and all
certificates, opinions, agreements, instruments and documents mentioned herein
or incident to any such transaction shall be satisfactory in form and substance
to Nova and their counsel, whose approval shall not be unreasonably withheld.
7. REPRESENTATIONS AND WARRANTIES OF NOVA. Nova hereby represents and
warrants to the Company and the Shareholders as follows:
(a) POWER AND AUTHORITY. Nova has full corporate power and
authority to execute, deliver and perform this Agreement.
(b) AUTHORIZATION. The execution, delivery and performance of
this Agreement by Nova has been duly authorized by all requisite corporate
action.
(c) BINDING EFFECT. Upon execution and delivery by Nova, this
Agreement shall be and constitute the valid, binding and legal obligations of
Nova enforceable against Nova in accordance with the terms hereof and thereof,
except as the enforceability hereof and thereof may be subject to the effect of
(i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or affecting creditors' rights generally, and (ii) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).
(d) NO DEFAULT. Neither the execution and delivery of this
Agreement nor full performance by Nova of its obligations hereunder or
thereunder will violate or breach, or otherwise constitute or give rise to a
default under, the terms or provisions of the Articles of Incorporation or
Bylaws of Nova or, subject to obtaining any and all necessary consents, of any
contract, commitment or other obligation of Nova or necessary for the operation
of Nova's business following the Closing or any other material contract,
commitment, or other obligation to which Nova is a party, or create or result in
the creation of any encumbrance on any of the Company's assets.
(e) NO CONSENTS. No consent, approval or authorization of, or
registration, declaration or filing with any third party, including, but not
limited to, any governmental department, agency, commission or other
instrumentality, will, except such consents, if any, delivered or obtained on or
prior to the Closing, be obtained or made by Nova prior to the Closing to
authorize the execution, delivery and performance by Nova of this Agreement.
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(f) ORGANIZATION AND STANDING OF NOVA. Nova is a duly
organized and validly existing Nevada corporation in good standing, with all
requisite corporate power and authority to carry on its business as presently
conducted.
(g) NO EMPLOYEES. Nova does not now have and will not have at
the Closing any employees.
(h) NO EMPLOYMENT CONTRACTS. Nova has no employment contracts
or agreements with any of its officers, directors, or with any consultants,
employees or other such parties.
(i) NO BENEFIT PLANS. Nova has no insurance or employee
benefit plans whatsoever.
(j) NO POWERS OF ATTORNEY. Nova has no outstanding powers or
attorney and no obligations concerning its performance hereunder.
(k) NOVA'S REPRESENTATIONS AND WARRANTIES TRUE AND COMPLETE.
All representations and warranties of Nova in this Agreement and the Other
Agreements will be true, accurate and complete in all material respects as of
the Closing.
(l) NO UNTRUE STATEMENTS. No representation or warranty by
Nova in this Agreement or in any writing furnished or to be furnished pursuant
hereto, contains or will contain any untrue statement of a material fact, or
omits, or will omit to state any material fact required to make the statements
herein or therein contained not misleading.
(m) RELIANCE. The foregoing representations and warranties are
made by Nova with the knowledge and expectation that the Company and the
Shareholders are placing complete reliance thereon.
8. ACCESS TO RECORDS. Between the date of this Agreement and the
Closing, the Company will afford any representative of Nova free and full access
to all premises, properties, books, accounts and other records of the Company in
order to provide Nova full opportunity make whatever investigations of the
Company as Nova shall desire. If any such investigation or inquiry gives Nova
reason to believe that the Company may have breached any term or condition of
this Agreement, Nova shall so advise the Company in writing and this Agreement
will be terminated at the option of Nova.
9. EXPENSES. Each party hereto shall pay such party's personal expenses
and legal fees in connection with this transaction.
10. THE NATURE AND SURVIVAL OF REPRESENTATIONS, COVENANTS AND
WARRANTIES. All statements and facts contained in any memorandum, certificate,
instrument, or other document delivered by or on behalf of the parties hereto
for information or reliance pursuant to this Agreement, shall be deemed
representations, covenants and warranties by the parties hereto under this
Agreement. All representations, covenants and warranties of the parties shall
survive the Closing and all inspections, examinations, or audits on behalf of
the parties, shall expire one year following the Closing.
11. COOPERATION. The Company and Nova will each cooperate with the
other, at the other's request and expense, in furnishing information, testimony,
and other assistance in connection with any actions, proceedings, arrangements,
disputes with other persons or governmental inquiries or investigations
involving Nova or the Company or the transactions contemplated hereby.
12. FURTHER CONVEYANCES AND ASSURANCES. After the Closing Nova and the
Company, each, will, without further cost or expense to, or consideration of any
nature from the other, execute and deliver, or cause to be executed and
delivered, to the other, such additional documentation and instruments of
transfer and conveyance, and will take such other and further actions, as the
other may reasonably request as more completely to sell, transfer and assign to
and fully vest in the other ownership of the Nova Stock or the Company Common
Stock, as the case may be.
13. CLOSING. The date of the Closing hereunder (the "Closing Date")
shall be on or before April 27, 2004, subject to acceleration or postponement
from time to time as Nova and the Company mutually agree. The Closing shall be
held at the law offices of Xxxxx & Company, No. 702, 000 Xxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx at 2:00 p.m., Pacific time, on the Closing
Date unless another hour or place is mutually agreed upon by the Shareholder and
the Company.
14. DELIVERIES AT THE CLOSING BY NOVA. At the Closing, Nova shall
deliver or caused to the Company the following:
(a) Certificates representing 21,001,000 shares of the Nova
Common Stock, duly endorsed in favor of the Company.
(b) Any other document which may be necessary to carry out the
intent of this Agreement.
All documents reflecting any actions taken, received or delivered by or
caused to be delivered by the Shareholder pursuant to this Paragraph 13 shall be
reasonably satisfactory in form and substance to the Company and its counsel.
15. DELIVERIES AT THE CLOSING BY THE COMPANY. At or after the Closing,
the Company shall deliver to Nova the following:
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(a) Certificate(s) representing 21,000,000 shares of the
Company Common Stock, duly endorsed in favor of Nova.
(b) A certificate executed by an officer of the Company with
knowledge of the facts to the effect that:
(i) All corporate and other proceedings or actions
required to be taken by the Company in connection with the transactions
contemplated by this Agreement have been taken,;
(ii) All requisite governmental approvals and
authorizations necessary for consummation by the Company of the transactions
contemplated hereby have been duly issued or granted; and
(iii) There has not been issued, and there is not in
effect, any injunction or similar legal order prohibiting or restraining
consummation of any of the transactions herein contemplated, and no legal or
governmental action, proceeding or investigation which might reasonably be
expected to result in any such injunction or order is pending.
(c) Any other document which may be necessary to carry out the
intent of this Agreement.
All documents reflecting any actions taken, received or delivered by
the Company pursuant to this Paragraph 14 shall be reasonably satisfactory in
form and substance to Nova and their counsel.
16. ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of the successors of each of the parties hereto, but shall not be
assignable by any party without the prior written consent of all of the other
parties, which consent shall be subject to any such other party's sole, absolute
and unfettered discretion.
17. NOTICES. All notices, requests, demands, and other communications
hereunder shall be in writing and delivered personally or sent by registered or
certified United States mail, return receipt requested with postage prepaid, by
facsimile, or by e-mail, if to Nova, addressed to Xxxxxxx Xxxxx at 000 Xxxxx
Xxxxx Xx, Xxxxx #000, Xxxxxx Xxxxx, Xxxxxxxxxx, 00000; and if to the Company,
addressed to Xx. Xxxxxx Xxxxx at Xxxxx & Company, No. 702, 000 Xxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0, telecopier (000) 000-000-0000. Any
party hereto may change its address upon 10 days' written notice to any other
party hereto.
18. CONSTRUCTION. Words of any gender used in this Agreement shall be
held and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise.
19. WAIVER. No course of dealing on the part of any party hereto or its
agents, or any failure or delay by any such party with respect to exercising any
right, power or privilege of such party under this Agreement or any instrument
referred to herein shall operate as a waiver thereof, and any single or partial
exercise of any such right, power or privilege shall not preclude any later
exercise thereof or any exercise of any other right, power or privilege
hereunder or thereunder.
20. CUMULATIVE RIGHTS. The rights and remedies of any party under this
Agreement and the instruments executed or to be executed in connection herewith,
or any of it, shall be cumulative and the exercise or partial exercise of any
such right or remedy shall not preclude the exercise of any other right or
remedy.
21. INVALIDITY. In the event any one or more of the provisions
contained in this Agreement or in any instrument referred to herein or executed
in connection herewith shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect the other provisions of this Agreement or any such other
instrument.
22. TIME OF THE ESSENCE. Time is of the essence of this Agreement.
23. MULTIPLE COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. A facsimile transmission
of this signed Agreement shall be legal and binding on all parties hereto.
24. LAW GOVERNING. This Agreement shall be construed and governed by
the laws of the Province of British Columbia.
25. ENTIRE AGREEMENT. This agreement supercedes, corrects, and replaces
any and all prior agreements with respect to the subject matter hereof and
contains the entire understanding of the parties. This Agreement may not be
changed orally, but only by an instrument in writing signed by the party against
whom enforcement of any waiver, change, modification, extension, or discharge is
sought.
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IN WITNESS WHEREOF the parties have executed this Agreement effective as of the
day and year first above written.
Dated this 27 day of JULY , 2005
ARMOR ENTERPRISES, INC. NOVA ELECTRIC SYSTEMS INC.
(the "Company") ("Nova")
/s/ Xxxxx Xxxxx /s/ Xxxxxxx Xxxxx
--------------- -----------------
per: Xxxxx Xxxxx, President and per: Xxxxxxx Xxxxx, President
Director
THE SHAREHOLDERS
/s/ Xxxxxxx Xxxxx
-----------------
Xxxxxxx Xxxxx
Representing 1,000 shares of Nova
/s/ Xxx Xxxxxxx
---------------
Nu Age Electric Inc.
Xxx Xxxxxxx, President
Representing 21,000,000 shares of Nova
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