[EXHIBIT 2.1]
AGREEMENT AND PLAN OF
SHARE EXCHANGE
This Agreement and Plan of Share Exchange, dated October 15,
2004, by and between Global Life Sciences, Inc., a Nevada
corporation with its principal offices located at 0000 Xxxxxx
Xxxxx XX, Xxxxxxx, XX 00000 ("Buyer"); and Nortia Capital
Partners, Inc., a Florida corporation with its principal offices
located at 000 Xxxxxxx Xxxx Xxxxx Xxxxxxxxxx, Xxxxxxx 00000
("Seller"); and the named shareholders listed under the caption
"Shareholders" on the Signature Page hereof and whose signatures
appear on the Counterpart Signature Pages of this Agreement (the
"Shareholders", and each of those persons individually, a
"Shareholder").
RECITALS
WHEREAS, the parties desire that Buyer acquire all of the
outstanding capital stock of Seller in exchange for securities of
Buyer (the "Share Exchange"), all as more particularly set forth
herein; and
WHEREAS, the boards of directors of the parties to this
Agreement have determined that the proposed transaction is
advisable and for the general welfare and advantage of their
respective corporations and shareholders; and
WHEREAS, the Share Exchange shall be consummated pursuant to
and in accordance with the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants set forth in this Agreement, the parties agree
as follows:
SECTION 1. Plan of Share Exchange.
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1.1 The Plan of Share Exchange, Exhibit A, is incorporated
by reference.
SECTION 2. Closing.
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2.1 Closing. Closing shall take place at 400 Hampton View
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Xxxxx Xxxxxxxxxx, Xxxxxxx 00000, at 10:00 A.M. on October 30,
2004 (the "Closing" or "Closing Date"), or at another time, date,
and place mutually agreed to by the parties. Closing shall be
consummated by the execution and acknowledgment by Buyer and
Seller of Articles of Share Exchange in accordance with F.S.
Chapter 607 and NRS Chapter 92a. The Articles of Share Exchange
executed and acknowledged shall be delivered for filing to the
Florida and Nevada Secretaries of State as promptly as possible
after the consummation of the closing. The Articles of
Share Exchange shall specify the effective date and time of the
Share Exchange ("Effective Time").
As of the Effective Time by virtue of the Share Exchange and
without any further action on the part of the Seller's
shareholders, each such shareholder shall be entitled to receive,
in exchange for each share of Seller's common stock one (1) share
of common stock of Buyer, par value $0.001 per share.
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Notwithstanding the actual date of the delivery by any Seller
shareholder of physical possession of certificates for shares of
capital stock of Seller, the exchange and transfer of legal title
and beneficial ownership of such shares shall for all purposes be
deemed to occur as of the Effective Time. Each share of Seller,
if any, owned by Seller immediately prior to the Effective Time
shall be canceled and shall cease to exist from and after the
Effective Time.
SECTION 3. Representations and Warranties of Seller and
Shareholders.
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3.1 Seller's Representations and Warranties. As of the
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Closing Date, Seller represents and warrants to Buyer as follows:
3.1.1 Capital Structure. The capitalization of
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Seller is (i) 5,000,000 shares of preferred stock none of which
are issued or outstanding and (ii) 50,000,000 shares of common
stock, par value $0.001 per share, of which 8,675,000 are issued
and outstanding. All of the issued and outstanding capital stock
of Seller has been duly authorized and validly issued, and is
fully paid and nonassessable, free of preemptive rights, and not
subject to any restriction on transfer under the Articles of
Incorporation of Seller or any agreement to which Seller is a
party or of which Seller has been given notice. Other than with
respect to 90,000 shares of common stock due from the Seller to a
consultant pursuant to a written consulting agreement, there are
no outstanding subscriptions, options, warrants, convertible
securities, rights, agreements, understandings, or commitments of
any kind relating to the subscription, issuance, repurchase, or
purchase of capital stock or other securities of Seller, or
obligating Seller to transfer any additional shares of its
capital stock of any class or any other securities.
3.1.2 Ownership of the Shares. The shares of
-------------------------
Buyer's common stock being issued to Seller's shareholders at the
Closing are duly authorized and will be validly issued, fully
paid, and nonassessable on their issuance. The persons receiving
these securities at the Closing will acquire good, valid, and
indefeasible title, free and clear of any interests, security
interests, claims, liens, pledges, options, penalties, charges,
other encumbrances, buy-sell agreements, or rights of any party
whatsoever.
3.1.3 Organization and Good Standing.
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Seller is duly qualified as a Florida corporation and
is in good standing in any jurisdiction in which the conduct of
its business or the ownership of its assets requires such
qualification.
A true and complete copy of the Articles of
Incorporation of Seller, each as amended to this date, has been
delivered or made available to Buyer. The minute books of Seller
are current as required by law, contain the minutes of all
meetings of the incorporators, Board of Directors, committees of
the Board of Directors, and shareholders from the date of
incorporation to this date, and adequately reflect all material
actions taken by the incorporators, Board of Directors,
committees of the Board of Directors, and shareholders of Seller.
Seller has no subsidiaries.
3.1.4 Authorization; Validity. The execution,
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delivery, and performance of this Agreement by Seller has been
duly and validly authorized by all requisite corporate action.
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This Agreement has been duly and validly executed and delivered
by Seller, and is the legal, valid, and binding obligation of
Seller, enforceable in accordance with its terms, except as
limited by bankruptcy, insolvency, moratorium, reorganization,
and other laws of general application affecting the enforcement
of creditors' rights and by the availability of equitable
remedies.
3.1.5 Consents. Except (i) for the filing of the
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Articles of Share Exchange with the applicable governmental
authorities; and (ii) as may be required by the applicable
federal and state securities laws, other than is set forth
herein, no approval, consent, waiver, or authorization of or
filing or registration with any governmental authority or third
party is required for the execution, delivery, or performance by
Seller of the transactions contemplated by this Agreement.
3.1.6 Litigation. No litigation is pending or to
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the knowledge of Seller, threatened, to which Seller is or may
become a party.
3.1.7 Violations. The execution, delivery, or
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performance of this Agreement does not and will not (i) with or
without the giving of notice or the passage of time, or both,
constitute a default under, result in breach of, result in the
termination of, result in the acceleration of performance of,
require any consent, approval, or waiver, or result in the
imposition of any lien or other encumbrance on any property or
assets of Seller under, any agreement, lease, or other instrument
to which Seller is a party or by which any of the property or
assets of Seller are bound; (ii) violate any permit, license, or
approval required by Seller to own its assets and operate its
business; (iii) violate any law, statute, or regulation or any
judgment, order, ruling, or other decision of any governmental
authority, court, or arbitrator; or (iv) violate any provision of
Seller's Articles of Incorporation or Bylaws.
3.1.8 Broker and Finder Fees. No liability to any
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Broker or Finder or Agent for any brokerage fees, finder's fees
or commissions with respect to the Share Exchange shall be
incurred by Seller.
3.2 Shareholders' Representations and Warranties. As of the
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Closing Date, each Shareholder individually represents and
warrants to Buyer with respect to itself and its shares of stock
of Seller as follows:
3.2.1 Shareholder of Seller. The Shareholder is
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the sole record and beneficial holder of all issued and
outstanding shares of capital stock of Seller, as described
below, and the Shareholder owns such shares free and clear of all
liens, restrictions and claims of any kind.
3.2.2 Authorization; Validity. This Agreement has
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been duly and validly executed and delivered by the Shareholder,
and is the legal, valid, and binding obligation of the
Shareholder, enforceable in accordance with its terms, except as
limited by bankruptcy, insolvency, moratorium, reorganization,
and other laws of general application affecting the enforcement
of creditors' rights and by the availability of equitable
remedies.
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3.2.3 Consents. No approval, consent, waiver, or
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authorization of or filing or registration with any governmental
authority or third party is required for the execution, delivery,
or performance by the Shareholder of the transactions
contemplated by this Agreement.
3.2.4 Violations. The execution, delivery, or
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performance of this Agreement does not and will not (i) with or
without the giving of notice or the passage of time, or both,
constitute a default, result in breach of, result in the
termination of, result in the acceleration of performance of,
require any consent, approval, or waiver, or result in the
imposition of any lien or other encumbrance upon any property or
assets of the Shareholder, under any agreement, lease, or other
instrument to which such Shareholder is a party or by which any
of the property or assets of such Shareholder is bound; or (ii)
violate any law, statute, or regulation or any judgment, order,
ruling, or other decision of any governmental authority, court,
or arbitrator.
3.3 Survival of Representations and Warranties. Each of the
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representations and warranties in Sections 3.1 and 3.2 shall
survive the Closing until the expiration of all applicable
statute of limitations periods.
SECTION 4. Representations and Warranties of Buyer.
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4.1 Buyer's Representations and Warranties. As of the
---------------------------------------
Effective Time, Buyer represents and warrants to Seller as
follows:
4.1.1 Capital Structure. The capitalization of
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Buyer consists of (i) 50,000,000 shares of common stock, $0.001
par value ("Common Stock"), of which approximately 1,780,000
shares are issued and outstanding; and (ii) 5,000,000 shares of
Preferred Stock, $0.001 par value, 300,000 of which are issued
and outstanding. All of the issued and outstanding capital stock
of Buyer has been duly authorized and validly issued, and is
fully paid and nonassessable, free of preemptive rights, and not
subject to any restriction on transfer under the Articles of
Incorporation or Bylaws of Buyer or any agreement to which Buyer
is a party or of which Buyer has been given notice. There are no
outstanding subscriptions, options, warrants, convertible
securities, rights, agreements, understandings, or commitments of
any kind relating to the subscription, issuance, repurchase, or
purchase of capital stock or other securities of Buyer, or
obligating Buyer to transfer any additional shares of its capital
stock of any class or any other securities.
4.1.2 Organization and Good Standing.
------------------------------
Buyer is duly qualified as a Nevada corporation and is
in good standing in any jurisdiction in which the conduct of its
business or the ownership of its assets requires such
qualification.
A true and complete copy of the Articles of
Incorporation and Bylaws of Buyer, each as amended to this date,
has been delivered or made available to Seller. The minute books
of Buyer are current as required by law, contain the minutes of
all meetings of the incorporators, Board of Directors, committees
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of the Board of Directors, and stockholders from the date of
incorporation to this date, and adequately reflect all material
actions taken by the incorporators, Board of Directors,
committees of the Board of Directors, and stockholders of Buyer.
Buyer has no subsidiaries.
4.1.3 Authorization; Validity. The execution,
------------------------
delivery, and performance of this Agreement by Buyer has been
duly and validly authorized by all requisite corporate action.
This Agreement has been duly and validly executed and delivered
by Buyer, and is the legal, valid, and binding obligation of
Buyer, enforceable in accordance with its terms, except as
limited by bankruptcy, insolvency, moratorium, reorganization,
and other laws of general application affecting the enforcement
of creditors' rights and by the availability of equitable
remedies.
4.1.4 Consents. Except (i) for the filing of the
--------
Articles of Share Exchange with the applicable governmental
authorities; and (ii) as may be required by the applicable
federal and state securities laws, other than is set forth
herein, no approval, consent, waiver, or authorization of or
filing or registration with any governmental authority or third
party is required for the execution, delivery, or performance by
Buyer of the transactions contemplated by this Agreement.
4.1.5 Litigation. Other than is set forth
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herein, no litigation is pending or to the knowledge of Buyer,
threatened, to which Buyer is or may become a party.
4.1.6 Violations. The execution, delivery, or
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performance of this Agreement does not and will not (i) with or
without the giving of notice or the passage of time, or both,
constitute a default under, result in breach of, result in the
termination of, result in the acceleration of performance of,
require any consent, approval, or waiver, or result in the
imposition of any lien or other encumbrance on any property or
assets of Buyer under, any agreement, lease, or other instrument
to which Buyer is a party or by which any of the property or
assets of Buyer are bound; (ii) violate any permit, license, or
approval required by Buyer to own its assets and operate its
business; (iii) violate any law, statute, or regulation or any
judgment, order, ruling, or other decision of any governmental
authority, court, or arbitrator; or (iv) violate any provision of
Buyer's Articles of Incorporation or Bylaws.
4.1.7 Broker and Finder Fees. No liability to any
----------------------
Broker or Finder or Agent for any brokerage fees, finder's fees
or commissions with respect to the Share Exchange shall be
incurred by Buyer.
4.1.8 Tax Filings. All tax returns required to be
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filed with respect to Buyer and its affiliates, or any of their
income, properties or operations are in all material respects
true, complete and correct and have been duly filed in a timely
manner. Further, all taxes attributable to Buyer and its
affiliates that are or were due and payable (without regard to
whether such taxes have been assessed) have been paid.
4.2 Survival of Representations and Warranties. Each of the
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representations and warranties in Section 4.1 shall survive the
Closing until the expiration of all applicable statute of
limitations periods.
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SECTION 5. Covenants of Seller.
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5.1 Except as may otherwise be consented to or approved in
writing by Buyer, Seller agrees that from the date of this
Agreement and until the Closing:
5.1.1 Conduct Pending Closing. The Business of
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Seller shall be conducted only in the ordinary course consistent
with past practices.
5.1.2 Access to Records. Seller shall provide Buyer
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and its representatives access to all records of Seller that they
reasonably may request and provide reasonable access to the
properties of Seller.
5.1.3 Confidentiality. Seller agrees to keep the
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provisions of this Agreement confidential and will not disclose
its provisions to any person, excluding Seller's accountants,
attorneys, and other professionals with whom Seller conducts
business and to whom such disclosure is reasonably necessary;
provided, however, that such persons shall be advised of the
confidential nature of this Agreement at the time of such
disclosure.
SECTION 6. Covenants of Buyer.
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6.1 Except as may otherwise be consented to or approved in
writing by Seller, Buyer agrees that from the date of this
Agreement and until the Closing:
6.1.1 Conduct Pending Closing. The business of
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Buyer shall be conducted only in the ordinary course consistent
with past practices.
6.1.2 Access to Records. Buyer shall provide Seller
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and its representatives access to all records of Buyer that they
reasonably may request and provide reasonable access to the
properties of Buyer.
6.1.3 Confidentiality. Buyer agrees to keep the
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provisions of this Agreement confidential and will not disclose
its provisions to any person, excluding Buyer's accountants,
attorneys, and other professionals with whom Buyer conducts
business and to whom such disclosure is reasonably necessary;
provided, however, that such persons shall be advised of the
confidential nature of this Agreement at the time of such
disclosure.
SECTION 7. Conditions Precedent to Obligations of Buyer.
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Unless, at the Closing, each of the following conditions is
either satisfied or waived by Buyer in writing, Buyer shall not
be obligated to effect the transactions contemplated by this
Agreement:
7.1 Representations and Warranties. The representations and
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warranties of Seller and Shareholders shall be true and correct
as of the Closing.
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7.2 Performance of Covenants. Seller and Shareholders shall
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have performed and complied in all respects with the covenants
and agreements required by this Agreement.
7.3 Items to be Delivered at Closing. Seller shall have
---------------------------------
tendered for delivery to Buyer the following:
7.3.1 Delivery of Shares. Stock certificates
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representing 8,675,000 shares of common stock, duly endorsed for
transfer to the Buyer.
7.3.2 Articles of Share Exchange. A duly executed
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original of the Articles of Share Exchange.
7.3.3 Corporate Action. A certified copy of the
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corporate action of Seller authorizing and approving this
Agreement and the transactions contemplated by it.
7.4 Proceedings and Instruments Satisfactory. All
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proceedings, corporate or other, to be taken in connection with
the transactions contemplated by this Agreement, and all
documents incident to this Agreement, shall be satisfactory in
form and substance to Buyer and Buyer's counsel, whose approval
shall not be withheld unreasonably.
SECTION 8. Conditions Precedent to Obligations of Seller.
---------------------------------------------
Unless, at the Closing, each of the following conditions is
either satisfied or waived by Seller in writing, Seller shall not
be obligated to effect the transactions contemplated by this
Agreement.
8.1 Representations and Warranties. The representations and
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warranties of Buyer shall be true and correct as of the Closing.
8.2 Items to be Delivered at Closing. Buyer shall have
---------------------------------
tendered for delivery to Seller the following:
8.2.1 Delivery of Shares. Stock certificates representing
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8,675,000 shares of Common Stock duly issued in the name of the
Shareholders, as more fully described on Schedule 8.2.1 herein,
which shall constitute "restricted securities" within the meaning
of Rule 144 under the Securities Act of 1933, as amended (the
"1933 Act")
8.2.2 Director's Resolution. A resolution of the Board
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of Directors dated the closing date appointing the nominees of the
Buyer as directors of the Company.
8.2.3 Corporate Records. All of the remaining business and
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corporate records of the Buyer not already provided.
8.2.4 Corporate Action. A certified copy of the corporate
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action of Seller authorizing and approving this Agreement and the
transactions contemplated by it.
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8.2.5 Articles of Share Exchange. A duly executed original
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of the Articles of Share Exchange.
8.3 Performance of Covenants. Buyer shall have performed
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and complied in all respects with the covenants and agreements
required by this Agreement.
8.4 Proceedings and Instruments Satisfactory. All
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proceedings, corporate or other, to be taken in connection with
the transactions contemplated by this Agreement, and all
documents incident to this Agreement, shall be satisfactory in
form and substance to Seller and Seller's counsel, whose approval
shall not be withheld unreasonably.
8.5 Satisfactory Due Diligence Review. Buyer's due
------------------------------------
diligence documents provided to Seller shall be satisfactory in
form and substance to Seller and Seller's counsel, whose approval
shall not be withheld unreasonably.
SECTION 9. Securities Laws Compliance Procedures.
-------------------------------------
9.1 Each Shareholder severally and not jointly acknowledge
and confirm that each has been advised and understands as
follows:
9.1.1 Each Shareholder acquiring the shares of
Buyer Stock to be issued in the Share Exchange are "restricted
securities" within the meaning of Rule 144 under the 1933 Act and
have not been registered under the 1933 Act and therefore must be
held indefinitely unless they are subsequently registered under
the 1933 Act or an exemption from registration is available.
9.1.2 Buyer is under no obligation to register such
shares under the 1933 Act or to take any action which would make
available an exemption from such registration.
9.1.3 There shall be endorsed on the certificates
evidencing the shares of Buyer Stock to be acquired in the Share
Exchange a restrictive securities legend. Except under certain
limited circumstances, the above restrictions on the transfer of
such shares will also apply to any and all shares of capital
stock or other securities issued or otherwise acquired with
respect to such shares including, without limitation, shares and
securities issued or acquired as a result of any stock dividend,
stock split or exchange or any distribution of shares or
securities pursuant to any corporate reorganization,
reclassification or similar event. Buyer may refuse to effect a
transfer of any of such shares by a Shareholder of any of his
successors, personal representatives or assigns otherwise than as
contemplated hereby.
9.1.4 The Shareholder understands that the shares
have not been approved or disapproved by the Securities and
Exchange Commission, nor has any state securities administrator
or agency passed on the accuracy or adequacy of any written
information provided by the Buyer to the Shareholder. The Buyer
is relying on the private offering exemption from registration
provided pursuant to the 1933 Act.
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9.1.5 The Shareholder has been furnished with all
materials relating to the Buyer and its business activities that
have been requested. The Shareholder has been afforded full
opportunity to ask questions of and receive answers from
authorized representatives of the Buyer concerning the terms and
conditions of the Share Exchange, and all such questions have
been answered to the full satisfaction of the Shareholder. The
Shareholder is an "Accredited Investor", as that term is defined
in Rule 501 of Regulation D promulgated under the 1933 Act, who,
alone or with his advisors, has the ability and investment
sophistication to understand the information provided to him and
to determine any need which he may have for additional
information. The Shareholder has been afforded the full
opportunity to obtain any additional information necessary to
verify the accuracy of any representations of information
provided to the Shareholder.
9.1.6 The Shareholder understands that the shares
have not been approved or disapproved by the Securities and
Exchange Commission, nor has any state securities administrator
or agency passed on the accuracy or adequacy of any written
information provided by the Buyer to the Shareholder.
9.1.7 No assurances are or have been made regarding
the federal or state income tax consequences of the Share
Exchange, nor has any assurance been made that any federal income
tax consequences of the Share Exchange will not be changed
through adoption of new laws, amendments to existing laws or
regulations, or changes in the interpretation of existing laws
and regulations; and the Shareholder confirms that he has
consulted his own tax advisor with respect to the tax
consequences and aspects of the Share Exchange.
SECTION 10. Notices.
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Any notice, request, demand, or communication required or
permitted to be given by any provision of this Agreement shall be
deemed to have been delivered, given, and received for all
purposes if written and if (i) delivered personally, by
facsimile, or by courier or delivery service, at the time of such
delivery; or (ii) directed by registered or certified United
States mail, postage and charges prepaid, addressed to the
intended recipient, at the address specified below, two business
days after such delivery to the United States Postal Service.
If to Buyer: Xx. Xxxxxxx X. Xxxxxxxx
0000 Xxxxxx Xxxxx XX
Xxxxxxx, XX 00000
Fax 000-000-0000
If to Seller: Xx. Xxxxxxx Xxxxx
000 Xxxxxxx Xxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Fax 000-000-0000
Any party may change the address to which notices are to be
mailed by giving notice as provided herein to all other parties.
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SECTION 11. Miscellaneous.
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11.1 Survival of Representations and Warranties; Limitation
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of Liability. The representations and warranties of each of the
-------------
parties contained herein shall survive the execution and delivery
hereof, and performance of obligations hereunder, and continue in
full force and effect forever hereafter (subject to any
applicable statutes of limitations).
11.2 No Third Party Beneficiaries. This Agreement shall not
----------------------------
confer any rights or remedies upon any person or entity other
than the parties and their respective successors, assigns, heirs
or legal representatives, as the case may be.
11.3 Entire Agreement. This Agreement (including the
-----------------
documents referred to herein and the Schedules hereto)
constitutes the entire agreement among the parties and supersedes
any prior understandings, agreements, or representations by or
among the parties, written or oral, to the extent they related in
any way to the subject matter hereof.
11.4 Succession and Assignment. This Agreement shall be
--------------------------
binding upon and inure to the benefit of the parties named herein
and their respective successors, assigns, heirs or legal
representatives, as the case may be.
11.5 Counterparts. This Agreement may be executed in one or
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more counterparts, each of which shall be deemed an original but
all of which together will constitute one and the same
instrument.
11.6 Headings. The paragraph and subparagraph headings
--------
contained in this Agreement are inserted for convenience only and
shall not affect in any way the meaning or interpretation of this
Agreement.
11.7 Governing Law. This Agreement shall be governed by, and
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construed in accordance with, the laws of the State of Florida
without giving effect to any choice or conflict of law provision
or rule that would cause the application of the laws of any
jurisdiction other than the State of Florida.
11.8 Amendments and Waivers. No amendment of any provision
----------------------
of this Agreement shall be valid unless the same shall be in
writing and signed by each of the parties hereto. No waiver by
any party of any default, misrepresentation, or breach of
warranty or covenant hereunder, whether intentional or not, shall
be deemed to extend to any prior or subsequent default,
misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or
subsequent such occurrence.
11.9 Severability. Any term or provision of this Agreement
------------
that is invalid or unenforceable in any situation in any
jurisdiction shall not affect the validity or enforceability of
the remaining terms and provisions hereof or the validity or
enforceability of the offending term or provision in any other
situation or in any other jurisdiction.
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11.10 Conflict of Terms. In the event of a conflict of
-----------------
terms and conditions between this Agreement and any other
agreement, the terms and conditions of this Agreement shall
prevail.
11.11 General Interpretive Principles. For purposes of
-------------------------------
this Agreement, except as otherwise expressly provided or unless
the context otherwise requires:
11.1.1 The terms defined in this Agreement include
the plural as well as the singular, and the use of any gender
herein shall be deemed to include the other gender;
11.1.2 Accounting terms not otherwise defined herein
have the meanings given to them in accordance with generally
accepted accounting principles;
11.1.3 References herein to "paragraphs",
"subparagraphs" and other subdivisions without reference to a
document are to designated paragraphs, subparagraphs and other
subdivisions of this Agreement;
11.1.4 A reference to a subparagraph without further
reference to a paragraph is a reference to such subparagraph as
contained in the same paragraph in which the reference appears;
11.1.5 The words "herein", "hereof", "hereunder" and
other words of similar import refer to this Agreement as a whole
and not to any particular provision; and
11.1.6 The term "include" or "including" shall mean
without limitation by reason of enumeration.
11.1.7 Incorporation of Schedules. The schedules
identified in this Agreement are incorporated herein by reference
and made a part hereof.
[See Signature Page Attached]
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
ATTEST:
GLOBAL LIFE SCIENCES, INC.
By:
------------------------------ By:/s/Xxxxxxx X. Xxxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxxx,
President
NORTIA CAPITAL PARTNERS CORP.
By:------------------------------ By:/s/Xxxxxxx Xxxxx
----------------------------
Xxxxxxx Xxxxx, CEO
Shareholders
------------
Xxxxxxx Xxxxx
Xxxx Xxxxxxxxx
Xxxx Xxxxx
XX Xxxxx
Xxxx X. Xxxxxx
Xxxxxxx Xxxxx
Xxxxxxxx X. Xxxx
Xxxxx X. Xxxx
Xxxx X. & Xxxxxxx X. Xxxxxx
as Trustee for Xxxxxx Family
Trust Dated 12/19/96
Xxxxxxx X. Xxxxxxx
Xxxx Xxxxx
Xxxx Xxxxxxxx, XX
Xxxxxxx Xxxxxxxxx
Xxxxx Xxxxxxx
Harrysen Xxxxxxx
TCP Partner
Xxxxxxx Xxxxxx
Xxx Xxxxxxxx
Xxxxxxx Xxxxxxxxx
Xxxx Xxxxxxxxx
[See Counterpart Signature Pages Attached]
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COUNTERPART SIGNATURE PAGE
TO
AGREEMENT AND PLAN OF
SHARE EXCHANGE
(the "Exchange Agreement")
dated October 15, 2004
between and among
Global Life Sciences, Inc., Nortia Capital Partners, Inc.
and
the Shareholders whose signatures
appear on the Counterpart Signature Pages thereto
--------------------------------------------------------------------
By execution of this Counterpart Signature Page and upon
acknowledgment by Global Life Sciences, Inc., Nortia Capital
Partners, Inc., the undersigned agrees to become a party to and
be bound by the terms of the Exchange Agreement, and the
undersigned shall be deemed a "Shareholder" under the Exchange
Agreement.
[Individuals] [Entities]
_______________________________ _______________________________
By:____________________________
Name: _________________ Name:__________________________
Title:_________________________
Date: _________________ Date:__________________________
ACKNOWLEDGMENT:
--------------
Global Life Sciences, Inc. and Nortia Capital Partners, Inc.
hereby acknowledges execution of this Counterpart Signature Page
by the above Shareholder(s).
GLOBAL LIFE SCIENCES, INC. NORTIA CAPITAL PARTNERS, INC.
By: By:
------------------------------- --------------------------
Xxxxxxx X. Xxxxxxxx, President Xxxxxxx Xxxxx, CEO
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Exhibit A
Plan of Share Exchange
14
PLAN OF SHARE EXCHANGE
This Plan of Share Exchange ("Plan") is entered into between
Global Life Sciences, Inc., a Nevada corporation with its
principal offices located at 0000 Xxxxxx Xxxxx XX, Xxxxxxx, XX
00000 ("Acquiror") and Nortia Capital Partners, Inc., a Florida
corporation with its principal offices located at 000 Xxxxxxx
Xxxx Xxxxx Xxxxxxxxxx, Xxxxxxx 00000 ("Acquiree").
1. Distribution to Shareholders. On the Effective Date,
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all of the shareholders of Acquiree not dissenting from the Plan
shall automatically have exchanged, without any further action on
their part, all of the outstanding stock of Acquiree for
8,675,000 shares of common stock of Acquiror and Acquiree shall
become a wholly owned subsidiary of Acquiror.
2. Satisfaction of Rights of Acquiree's Shareholders. All
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shares of Acquiror's stock into which shares of Acquiree's stock
have been converted and become exchangeable for under this Plan
shall be deemed to have been paid in full satisfaction of such
converted shares.
3. Fractional Shares. Fractional shares of Acquiror's
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stock will not be issued to the holders of Acquiree's stock.
Fractional shares of Acquiror's stock will rounded up to the
nearest whole number.
4. Supplemental Action. If at any time after the Effective
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Date, Acquiror shall determine that any further conveyances,
agreements, documents, instruments, and assurances or any further
action is necessary or desirable to carry out the provisions of
this Plan, the appropriate officers of Acquiror or Acquiree, as
the case may be, whether past or remaining in office, shall
execute and deliver any and all proper conveyances, agreements,
documents, instruments, and assurances and perform all necessary
or proper acts to carry out the provisions of this Plan.
5. Filing with the Florida and Nevada Secretaries of State
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and Effective Date. On the Closing, as provided in the Agreement
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and Plan of Share Exchange of which this Plan is a part, Acquiror
and Acquiree shall cause their respective Presidents (or Vice
Presidents) to execute Articles of Share Exchange in the form
attached to this Plan and, on execution, this Plan shall be
deemed incorporated by reference into the Articles of Share
Exchange as if fully set forth in such Articles and shall become
an exhibit to such Articles of Share Exchange. Thereafter, the
Articles of Share Exchange shall be delivered for filing to the
Florida and Nevada Secretaries of State. In accordance with
Florida Business Corporation Act Chapter 607 and Nevada Revised
Statutes Chapter 92a, the Articles of Share Exchange shall
specify the "Effective Date." The Effective Date shall be the
filing date of the Articles, as specified herein or in the
Agreement and Plan of Share Exchange.
6. Amendment and Waiver. Any of the terms or conditions of
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this Plan may be waived at any time by Acquiror or Acquiree by
action taken by the Board of Directors of such party, or may be
amended or modified in whole or in part at any time before the
vote of the shareholders of Acquiree by an agreement in writing
executed in the same manner (but not necessarily by the same
persons), or at any time thereafter as long as such change is in
accordance with Florida Business Corporation Act Chapter 607 and
Nevada Revised Statutes Chapter 92a.
7. Termination. At any time before the Effective Date
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(whether before or after filing the Articles of Share Exchange),
this Plan may be terminated and the share exchange abandoned by
mutual consent of the Boards of Directors of both corporations,
notwithstanding favorable action by the shareholders of Acquiree.
Schedule 8.2.1
Transfer of Shares of Stock
Pursuant to the terms of the Agreement and Plan of
Share Exchange, at the Effective Time, all of the shareholders of
Seller shall exchange all of their common stock of Seller for
8,675,000 shares of common stock of Buyer. Buyer (or its agent)
agrees to deliver to each Shareholder (or his agent) common stock
share certificates representing the number of shares of Buyer in
the specific amounts set forth next to such Shareholder's names.
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No. of Common Shares to be
Name of Shareholder Issued to Shareholder
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Xxxxxxx Xxxxx 35,000
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Xxxx Xxxxxxxxx 10,000
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Xxxx Xxxxx 10,000
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XX Xxxxx 250,000
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Xxxx X. Xxxxxx, III 250,000
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Xxxxxxx Xxxxx 3,000,000
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Xxxxxxxx X. Xxxx 65,000
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Xxxxx X.Xxxx 465,000
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Xxxx X. & Xxxxxxx X. Xxxxxx
as Trustee for Xxxxxx Family
Trust Dated 12/19/96 10,000
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Xxxxxxx X. Xxxxxxx 300,000
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Xxxx Xxxxx 10,000
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Xxxx Xxxxxxxx, XX 10,000
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Xxxxxxx Xxxxxxxxx 1,850,000
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Xxxxx Xxxxxxx 10,000
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Harrysen Xxxxxxx 1,850,000
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TCP Partner 150,000
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Xxxxxxx Xxxxxx 100,000
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Xxx Xxxxxxxx 100,000
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Xxxxxxx Xxxxxxxxx 100,000
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Xxxx Xxxxxxxxx 100,000
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Total 8,675,000
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