SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE (the "Agreement") is made and entered into as of
the 1st day of December 1998 (the "Effective Date") between Thomas E. Biddix
(the "Seller"), and Transamerican Petroleum Corporation, a Colorado Corporation
(the "Purchaser").
W I T N E S S E T H :
WHEREAS, Seller holds all of the issued and outstanding shares of
capital stock of Pre-Cell Solutions, Inc., a Florida corporation ("Pre-Cell"),
which consist of 100 shares of common stock, par value $.01 per share (the
"Shares"); and
WHEREAS, the Purchaser desires to acquire all of the Shares from Seller
by exchanging shares of its common stock for the Shares on the terms and
conditions set forth in this Agreement; and
WHEREAS, the Seller desires to exchange his Shares for shares of the
Purchaser's common stock on the terms and conditions set forth in this
Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereby agree as follows:
1. Incorporation by Reference. The above recitals are true and correct
and are incorporated herein by this reference.
2. Share Exchange. Subject to the terms and conditions of this
Agreement, the Purchaser shall acquire all of the Seller's Shares in Pre-Cell in
exchange for 32,156,000 shares of Purchaser's common stock, par value $.01 per
share (the "Exchange Shares"). Simultaneous with the execution of this
Agreement, Seller shall deliver to Purchaser duly endorsed certificates
representing all of the Pre-Cell Shares. Upon receipt of the Pre-Cell Shares,
Purchaser shall deliver to Seller the Exchange Shares.
3. Directors and Officers. Upon consummation of the transactions
contemplated by this Agreement, the current directors shall appoint Thomas E.
Biddix and Timothy F. McWilliams as directors of the Purchaser. Thereafter,
Georges Laroze, Sylvain Laroze and Valerie Puccia shall resign as directors.
4. Closing and Conditions to Closing.
4.1 Closing. The closing of the transactions contemplated by
this Agreement (the "Closing") shall take place and be effective simultaneously
with the execution of this Agreement (the "Closing Date").
4.2 Conditions to Closing. The Closing shall be subject to
satisfaction of the conditions that (i) the representations and warranties of
the Seller contained in Section 5 hereof and the Purchaser contained in Section
6 hereof shall be true and correct in all material respects; (ii) the Seller
shall have delivered to the Purchaser duly authorized certificates representing
the Shares; (iii) the Purchaser shall have delivered to Seller certificates
representing the Exchange Shares; and (iv) the Purchaser and Seller shall have
performed and complied with all agreements and conditions required by this
Agreement to be performed and complied with by such party.
5. Representations and Warranties of the Seller. Seller hereby
represents and warrants to the Purchaser as follows:
5.1 Organization and Standing of Pre-Cell. Pre-Cell is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Florida, and is entitled to own or lease its property and to
carry on its business as and in the places where such properties are now owned,
leased or operated. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly and validly
authorized by all necessary corporate action on the part of Pre-Cell, and will
not by themselves result in a breach or default under, or result in the creation
of any lien, security interest, charge or encumbrance upon the Shares, or any of
the properties or assets of Pre-Cell as a result of the terms, conditions or
provisions of any contract, note, mortgage or any other agreement, instrument or
obligation to which Pre-Cell is a party or by which Pre-Cell or any of its
properties or assets may be bound.
5.2 Capitalization. The authorized capital stock of Pre-Cell
consists of _____ shares of common stock, par value $.01 per share, one hundred
(100) of which are presently issued and outstanding. There are currently no
outstanding warrants, options, subscription rights or other commitments of any
character granted by Pre-Cell relating to the issued or unissued shares of
capital stock of Pre-Cell.
5.3 Authority of Seller, Consents; Execution of Agreements.
Seller has all requisite power, authority, and capacity to enter into this
Agreement and to perform the transactions and obligations to be performed by him
hereunder. No consent, authorization, approval, license, permit or order of, or
filing with, any person or governmental authority is required in connection with
the execution or the transactions and obligations to be performed by him
hereunder. This
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Agreement has been duly executed and delivered by Seller and constitutes a valid
and legally binding obligation of Seller, enforceable in accordance with its
terms, except as enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws.
5.4 The Shares. The Shares are free and clear of all liens,
pledges, hypothecation, option, contract and other encumbrance, except for such
restrictions provided in this Agreement and pursuant to applicable law.
5.5 Investment. The Seller warrants and acknowledges that:
5.5.1 the Exchange Shares have not been registered
under the Securities Act of 1933, as amended ("Act"), or under applicable state
blue sky laws;
5.5.2 the Seller is acquiring the Exchange Shares
for his own account;
5.5.3 the Seller is aware that the Exchange Shares
may not be sold unless such securities are registered pursuant to the Act or
qualify for an exemption from such registration.
6. Represenations and Warranties of the Purchaser. The Purchaser hereby
represents and warrants to the Seller as follows:
6.1 Organization and Standing of Purchaser. Purchaser is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Colorado, and is entitled to own or lease its property and to
carry on its business as and in the places where such properties are now owned,
leased or operated. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly and validly
authorized by all necessary corporate action on the part of Purchaser, and will
not by themselves result in a breach or default under, or result in the creation
of any lien, security interest, charge or encumbrance upon the Exchange Shares,
or any of the properties or assets of Purchaser as a result of the terms,
conditions or provisions of any contract, note, mortgage or any other agreement,
instrument or obligation to which Purchaser is a party or by which Purchaser or
any of its properties or assets may be bound.
6.2 Authority of the Purchasers; Execution of Agreement. The
Purchaser has all requisite power, authority and capacity to enter into this
Agreement and to perform the transactions and obligations to be performed by
them hereunder. No consent, authorization, approval, license, permit or order
of, or filing with, any person or governmental authority is required in
connection with the execution of the transactions and obligations to be
performed by them hereunder. This Agreement has been duly executed and delivered
by the Purchaser and constitutes a valid and legally
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binding obligation of the Purchaser, enforceable in accordance with its terms,
except as enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws.
6.3 Exchange Shares. The Exchange Shares to be issued pursuant
to Section 3 hereof shall constitute validly authorized and issued, fully paid
and non-assessable shares of Purchaser and shall not be subject to any liens,
security interests, encumbrances, options or agreements with respect thereto.
7. Notices. All notices or other communications required or permitted
hereunder shall be in writing and shall be deemed to have been duly given if
physically delivered, delivered by reputable overnight courier or confirmed
facsimile addressed to the recipient at the address listed on the signature page
of the Agreement. Any of the foregoing addresses may be changed by giving notice
of such change in the foregoing manner, except that notices for changes of
address will be effective only upon receipt.
8. Miscellaneous.
(a) Assignment. This Agreement and the rights granted
hereunder may not be assigned in whole or in part by any of the parties without
the prior written consent of the other parties.
(b) Further Assurances. All parties hereto shall execute and
deliver such other instruments and do such other acts as may be necessary to
carry out the intent and purposes of this Agreement.
(c) Gender. Whenever the context may require, any pronouns
used herein shall include the corresponding masculine, feminine or neuter forms
and the singular form of nouns and pronouns shall include the plural and vice
versa.
(d) Captions. The captions contained in this Agreement are
inserted only as a matter of convenience and in no way define, limit, extend or
prescribe the scope of this Agreement or the intent of any of the provisions
hereof.
(e) Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof.
It supersedes all prior negotiations, letters and understandings relating to the
subject matter hereof.
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(f) Amendment. This Agreement may not be amended, supplemented
or modified in whole or in part except by an instrument in writing signed by the
party or parties against whom enforcement of any such amendment, supplement or
modification is sought.
(g) Choice of Law. This Agreement will be interpreted,
construed and enforced in accordance with the laws of the State of Florida.
(h) Effect of Waiver. The failure of any party at any time or
times to require performance of any provision of this Agreement will in no
manner affect the right to enforce the same. The waiver by any party of any
breach of any provision of this Agreement will not be construed to be a waiver
by any such party of any succeeding breach of that provision or a waiver by such
party of any breach of any other provision.
(i) Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
(j) Enforcement. Should it become necessary for any party to
institute legal action to enforce the terms and conditions of this Agreement,
the successful party will be awarded reasonable attorneys' fees at all trial and
appellate levels, expenses and costs. Venue for any such action, in addition to
any other venue permitted by statute, will be Broward County, Florida.
(k) Binding Nature. This Agreement will be binding upon and
will inure to the benefit of any successor or successors of the parties to this
Agreement.
(l) Counterparts. This Agreement may be executed in one or
more counterparts, each of which will be deemed an original and all of which
together will constitute one and the same instrument.
(m) Construction. This Agreement shall be construed within the
fair meaning of each of its terms and not against the party drafting the
document.
The parties, as evidenced by their signatures below, acknowledge that
this Agreement has been presented to their attorneys and that their attorneys
have had the opportunity to review
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and explain to them the terms and provisions of the Agreement, and that they
fully understand those terms and provisions.
IN WITNESS WHEREOF, the parties have respectively caused this Agreement
to be executed on the date first above written.
SELLER:
THOMAS E. BIDDIX
By: /s/ Thomas E. Biddix
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Thomas E. Biddix
PURCHASER:
TRANSAMERICAN PETROLEUM CORPORATION
By: /s/ Timothy F. McWilliams
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Printed name: Timothy F. McWilliams
Title: COO
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