SHARE EXCHANGE AGREEMENT
Dated
for reference this 28th day of February, 2007
BY
AND BETWEEN:
BAY
MANAGEMENT LTD., a
Bahamian Corporation, with registered office at 0 Xxxxxx Xxxxxx, Xxxxxx House,
Nassau, Bahamas, N-3937 (hereinafter referred to as “the controlling
shareholder”)
OF
THE FIRST PART
AND
MODERN
CITY ENTERTAINMENT, LLC UNIT
HOLDERS, a group of unit holders, holding 100% of the ownership units of
Modern City Entertainment LLC, as more fully provided in Appendix”A” attached
hereto. (hereinafter referred to as “the Unit Holders”)
OF
THE SECOND PART
WHEREAS
The
Controlling shareholder of Azul Studios International Inc. is desirous of
transferring certain shares controlled by that entity to the Unit Holders of
Modern City Entertainment Inc. in exchange for the Units in Modern City
Entertainment LLC being transferred to Azul Studios International Inc.
The
Unit
Holders of Modern City Entertainment are desirous of entering into the
agreements attached hereto in order to facilitate a public listing of their
Company and a reorganization of their shareholdings.
THEREFORE
BE IT AGREED THAT:
The
controlling shareholder hereby agrees to transfer 19,071,546 shares owned by
controlling shareholder in the Company to the Unit Holders in the pro-rata
amounts detailed in “Appendix A” attached hereto. Such shares will be
transferred to a trustee and held in trust pending clearance of the right of
rescission provided for below.
The
unit
Holders hereby agree to transfer 100% of their units held at the date of this
agreement to Azul Studios International Inc. In the
event that the unit holder does not sign and return a copy of this
agreement within 10 days of the date of the agreement, then the offer to that
unit holder becomes null and void.
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Rescission
In
the
event that the Company does not become listed within one (1) year of the
completion of this transaction, or that the Company is unable to establish
a
market for its securities within that period of time, the shares held in trust
that were issued by the Controlling shareholder will be returned to that
shareholder. In addition, the unit holders units transferred to Azul
Studios International Inc., will be returned to those unit holders.
Amendments
This
Agreement may only be amended by the mutual written agreement of the parties
hereto.
Governing
Law
THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE
STATE OF FLORIDA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN
WITHOUT REGARD TO THE CONFLICTS OR CHOICE OF LAW PROVISIONS THEREOF.
Counterparts
This
Agreement may be executed simultaneously in two or more counterparts, each
of
which shall be deemed an original but all of which together shall constitute
one
and the same instrument.
Successors
and Assigns
This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, representatives, successors and
assigns.
Entire
Agreement
This
Agreement, including the other documents referred to herein, embodies the entire
agreement and understanding of the Parties hereto in respect of the subject
matter contained herein. There are no restrictions, promises,
warranties, covenants, or undertakings, other than those expressly set forth
or
referred to herein. This Agreement supersedes all prior agreements
and understandings between the Parties with respect to such subject
matter.
Agreed
the date first above referenced;
Bay Management Ltd. | Modern City Entertainment – Unit Holders | |||
/s/
Xxxx Xxxxxxxx
|
/s/
Xxxxxxx Xxxxxxx
|
|||
Xxxx
Xxxxxxxx
|
Xxxxxxx
Xxxxxxx
|
|||
|
|
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Appendix
“A”
Unit
Holders
Modern
City Entertainment
LLC.
Unit
Holder
|
#
of Units
|
|||
Class
“A” Membership Units
|
||||
Xxxxxxx
Xxxxxxx
|
3,200,000 | |||
Xxxxx
Xxxxxxxxx
|
200,000 | |||
Xxx
Xxxxx
|
2,200,000 | |||
Xxxxxxxxx
Xxxxxxx
|
2,200,000 | |||
Xxxxx
Hold
|
1,000,000 | |||
Xxx
Xxxxx
|
1,000,000 | |||
Class
“B” membership Units
|
||||
Marc
& Xxxxx Xxxxxxxxx
|
3,000,000 | |||
Mr.
Xxxxx Xxxxxx
|
2,500,000 | |||
Xx.
Xxxxxxx Xxxxxxx
|
2,000,000 | |||
Xx.
Xxx Xxxxxxxxx
|
1,000,000 | |||
Xxxx
Xxxxxxx
|
500,000 |
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