EXHIBIT 10.3
SHARE EXCHANGE AGREEMENT
This Agreement to Purchase (the "Agreement") is entered into this 31 day of
October, 2007 by and between Emerging Markets Holdings Inc., a Florida
corporation (the "Company"), and Injury & Accident Clinic Inc, a Florida
Corporation and/or its nominees (hereinafter referred to as "Purchaser").
The Stockholders of Purchaser ("Stockholders") wish to acquire 54% of the
outstanding shares of the Company by way of a Share Exchange whereby the
Stockholders will acquire controlling interest in the Company, following which
the Purchaser will become a wholly-owned subsidiary of the Company.
THE PARTIES AGREE AS FOLLOWS:
1. Purchase of Shares. Subject to the terms and conditions set forth
herein, and that the Company has a fully diluted, issued and
outstanding share capital of 5,000,000 common shares, the Stockholders
will acquire from the stockholder of the Company ("Sellers") a total of
1,800,000 common shares of the Company's common stock, par value $.001
per share. The Company will issue a Board Resolution as to issuing
additional 2,000,000 shares to the Purchaser upon the execution of the
present agreement bringing the total and outstanding shares of the
Company to 7,000,000 shares. The aggregate shares to be purchased by
Purchaser from Sellers shall be referred to herein as the "Shares."
The Stockholders shall deliver to the Company 54% of the outstanding
shares to Purchaser in exchange for 100% of the total and outstanding
shares of the Purchaser. The transaction shall constitute a reverse
change of control.
The list of Sellers is attached hereto as Exhibit A, and the list of
Stockholders is attached hereto as Exhibit B.
2. Representations and Warranties of Sellers. The Company represents and
warrants to Purchaser as follows:
(a) All Shares being delivered are free and clear of all claims,
liens, and encumbrances. All such Shares have been duly and
validly issued and are fully paid and non-assessable;
(b) Neither the execution of this Agreement nor the consummation by
Sellers or the Company of the transactions contemplated hereby
will constitute a violation of, conflict with or constitute a
default under any contract, commitment, agreement, understanding
or restriction of any kind to which the Company or any Seller is
bound;
(c) That no person has any agreement or option or a right for the
purchase of any of the Shares;
(d) That no person holds any option, warrant, or other security of
any nature which is convertible into one or more shares in the
capital stock of the Company; and that no person is entitled to
require the Company to allot or to issue any of the unallotted or
unissued shares in the capital stock of the Company or to require
any Sellers or the Company to deal or refrain from dealing with
any such uncalled or unissued shares in any way.
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(e) That on the date of the completion of the transfer of Shares
pursuant to this Agreement there will be no shareholders'
agreements or other agreements.
(f) The Company has no outstanding or contingent liabilities and will
incur no liabilities from the date hereof until the completion of
transfer of Shares pursuant to this Agreement.
3. Representations of Purchaser. Purchaser warrants to Sellers as follows:
(a) Purchaser is the representative of a group of individual
purchasers of the Shares and is unrelated to the other purchasers
in this transaction;
(b) This Agreement is a valid and binding agreement of each purchaser
and enforceable against each purchaser;
4. Shares Delivered. Sellers shall deliver 3,800,000 common shares
pursuant to this Agreement.
5. The Closing. Sellers shall deliver to Purchaser the Shares to be
transferred to Stockholders, certificates duly endorsed for transfer
and Medallion guaranteed.
Conditions precedent to the obligations of Purchaser. The obligation of
Purchaser to complete the transaction herein contemplated is subject to
the fulfillment of each of the following conditions at the times
stipulated:
(a) that the representations and warranties contained in Article 2
above shall be true and correct in all material respects at the
closing except as may be in writing disclosed to and approved by
Purchaser;
(b) that prior to the closing, the Company shall not have experienced
any event or condition or have taken any action of any character
adversely affecting the assets or the undertaking of the Company
so as materially to reduce the value of the Shares to Purchaser;
(c) that from the date of this Agreement up to the Closing Date,
Purchaser and its authorized representatives will be afforded
full access during normal business hours to all assets, books,
contracts, commitments, records of the Company and will be
furnished with such copies (certified if requested) thereof and
other information as Purchaser may reasonably request;
The foregoing conditions of this Article are inserted for the exclusive
benefit of the Purchaser and may be waived by Purchase by notice in
whole or in part at any time prior to the closing. Any condition so
waived shall be deemed to have been fulfilled on the date of such
notice.
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6. Amendment and Modification. Subject to applicable law, this Agreement
may be amended, modified or supplemented only by a written agreement
signed by Purchaser and the Company.
7. Entire Agreement. This Agreement contains the entire understanding
between and among the parties and supersedes any prior understandings
and agreements among them respecting the subject matter of this
Agreement.
8. Agreement Binding. This Agreement shall be binding upon successors and
assigns of the parties hereto.
9. Attorneys Fees. In the event an arbitration, suit or action is brought
by any party under this Agreement to enforce any of its terms, or any
appeal there from, it is agreed that the prevailing party shall be
entitled to reasonable attorneys' fees to be fixed by the arbitrator,
trial court and/or appellate court.
10. Governing Law. The parties agree that any litigation relating directly
or indirectly to this Agreement must be brought before and determined
by a court of competent jurisdiction within the State of Nevada,
11. Arbitration Legal Proceedings and Venue. The parties will attempt
through good faith negotiation to resolve their disputes. The term
"disputes" includes, without limitation, any disagreements between the
parties concerning the existence, formation and interpretation of this
Agreement and their obligations there under. If the parties hereto are
unable to resolve their disputes by negotiation, they shall attempt to
resolve their disputes through modification. If mediation proves
unsuccessful, either party may commence arbitration by sending a
written notice of arbitration to the other party. The notice will state
the dispute with particularity. As part of the arbitrators' decision,
the arbitrator may allocate the cost of arbitration, including fees of
attorneys and experts, as the arbitrator deems fair and equitable in
light of all relevant circumstances. The arbitration hearing shall be
commenced thirty (30) days following the date of delivery of notice of
arbitration to the other party, or as soon thereafter as set by the
arbitrator(s).
12. Further Action. The parties hereto shall execute and deliver all
documents, provide all information and take or forbear from all such
action as may be necessary or achieve the purpose of this Agreement.
13. Confidentiality. The parties shall keep this Agreement and its terms
confidential. In the event that the transactions contemplated by this
Agreement are not consummated for any reason whatsoever, the parties
hereto agree not to disclose or use any confidential information they
may have concerning the affairs of other parties, except for
information which is required by law to be disclosed. Confidential
information includes, but is not limited to, financial records,
surveys, reports, plans, proposals, financial information, personnel
contracts, stock ownership, liabilities and litigation.
14. Costs, Expenses and Legal Fees. Whether or not the transactions hereby
are consummated, each party hereto shall bear its own costs and
expenses (including attorneys' fees).
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15. Counterparts and Facsimile Signatures. 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,
for purposes of this Agreement, facsimile signatures shall be treated
as originals until such a time that applicable pages bearing non
facsimile signatures are obtained from the relevant party or parties.
IN WITNESS WHEREOF, the parties have set their hands this ___ day of October,
2007.
Emerging Markets Holdings, Inc.
Per: /s/ Xxxxxxx Xxxxxxx
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Authorized Signatory
Print:
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Xxxxxxx Xxxxxx, President and CEO
Address:
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Injury & Accident Clinic, Inc.
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Per: /s/ Xxxxxxxxx Xxxxxx
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Authorized Signatory
Print:
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Xxxxxxxxx Xxxxxx, President and CEO
Address:
000 X. Xxxxxxxx Xx.
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Xxxxxxx, XX. 00000
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