Exhibit 10.1
PURCHASE AGREEMENT
This SHARE EXCHANGE AGREEMENT (this "Agreement") dated this 11th day of
February 2010 by and between Leo Motors Inc. (LEOM.PK, "Purchaser"), a Delaware
corporation ("LEOM") and Leo BnT Co., Ltd. , a Korean Corporation ("Target or
BNT"), and shareholders of TARGET hereinafter referred to as "Transferors".
RECITALS
A. Transferors are the holder of common 120,000 shares (the "Target
Shares") of the common stock of Leo BnT Co. Ltd , a Korean Corporation
("Target"), and the Target Shares represent 50% of the issued and outstanding
shares of Target.
B. The parties hereto desire that TRANSFERORS convey to LEOM the Target
Shares, and that, in exchange therefore, LEOM pay to TRANSFERORS by issuing to
TRANSFERORS Seven Million (7,000,000) shares of LEOM's common stock (the
"Exchange Shares"), so that, after the consummation of such exchange, LEOM will
hold 50% of all issued and outstanding equity of Target.
C. It is intended that the Exchange Shares to be issued pursuant hereto
will be issued to TRANSFERORS under Section 4(2) of the Securities Act of 1933,
as amended (the "Securities Act") and/or Regulation D promulgated by the
Securities and Exchange Commission (the "SEC") thereunder, or Regulation S as an
offering made outside the United States, and shall not be registered under the
Securities Act or any other relevant laws or regulations.
D. The parties hereto intend that the transaction described herein
qualify as a tax-free reorganization under Section 368 of the Internal Revenue
Code of 1986, as amended (the "Code").
NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, and intending to be
legally bound hereby, the parties agree as follows:
ARTICLE I
DEFINITIONS
1.1 Certain Definitions. As used in this Agreement and the schedules
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hereto, the following terms have the respective meanings set forth below.
(a) "Action" means any administrative, regulatory, judicial or
other proceeding by or before any Governmental Authority or arbitrator.
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(b) "Affiliate" means, with respect to any Person, any other
Person that, directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, such Person. The
term "control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise,
including the ability to elect the members of the board of directors or other
governing body of a Person, and the terms "controlled" and "controlling" have
correlative meanings.
(c) "Business Day" means a day on which banks are open for
business in New York, New York.
(d) "Claims" means any and all claims, demands or causes of
action, relating to or resulting from an Action.
(e) "Contract" means any contract, agreement, indenture, deed of
trust, license, note, bond, mortgage, lease, guarantee and any similar
understanding or arrangement, whether written or oral.
(f) "Encumbrances" means security interests, liens, Claims,
charges, title defects, deficiencies or exceptions (including, with respect to
Real Property, defects, deficiencies or exceptions in, or relating to,
marketability of title, or leases, subleases or the like affecting title),
mortgages, pledges, easements, encroachments, restrictions on use, rights
of-way, rights of first refusal, conditional sales or other title retention
agreements, covenants, conditions or other similar restrictions (including
restrictions on transfer) or other encumbrances of any nature whatsoever.
(g) "GAAP" means United States generally accepted accounting
principles.
(h) "Governmental Authority" means any supranational, national,
federal, state or local government, foreign or domestic, or the government of
any political subdivision of any of the foregoing, or any entity, authority,
agency, ministry or other similar body exercising executive, legislative,
judicial, regulatory or administrative authority or functions of or pertaining
to government, including any authority or other quasi-governmental entity
established by a Governmental Authority to perform any of such functions.
(i) "Indebtedness" of any Person means, without duplication, (i)
all obligations of such Person for money borrowed; (ii) all obligations of such
Person evidenced by notes, debentures, bonds or other similar instruments for
the payment of which such Person is responsible or liable; (iii) all obligations
of such Person issued or assumed for deferred purchase price payments associated
with acquisitions, divestments or other transactions; (iv) all obligations of
such Person under leases required to be capitalized in accordance with GAAP, as
consistently applied by such Person, (v) all obligations of such Person for the
reimbursement of any obligor on any letter of credit, banker's acceptance,
guarantees or similar credit transaction,
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excluding in all cases in clauses (i) through (v) current accounts payable,
trade payables and accrued liabilities incurred in the ordinary course of
business.
(j) "IRS" means the Internal Revenue Service of the United States
of America.
(k) "Laws" means all United States federal, state or local or
foreign laws, constitutions, statutes, codes, rules, regulations, ordinances,
executive orders, decrees or edicts by a Governmental Authority having the force
of law.
(l) "Liabilities" means any and all debts, liabilities,
commitments and obligations, whether or not fixed, contingent or absolute,
matured or unmatured, direct or indirect, liquidated or unliquidated, accrued or
unaccrued, known or unknown, whether or not required by GAAP to be reflected in
financial statements or disclosed in the notes thereto.
(m) "Person" means an individual, partnership, corporation,
limited liability company, joint stock company, unincorporated organization or
association, trust, joint venture or Governmental Authority.
(n) "Subsidiaries" of any entity means, at any date, any Person
(a) the accounts of which would be consolidated with those of the Applicable
entity in such entity's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, or (b) of
which securities or other ownership interests representing more than 50% of the
equity or more than 50% of the ordinary voting power or, in the case of a
partnership, more than 50% of the general partnership interests or more than 50%
of the profits or losses of which are, as of such date, owned, controlled or
held by the applicable entity or one or more subsidiaries of such entity.
(o) "Tax" means any federal, state, local or foreign taxes,
including but not limited to any income, gross receipts, payroll, employment,
excise, severance, stamp, business, premium, windfall profits, environmental
(including taxes under section 59A of the Code), capital stock, franchise,
profits, withholding, social security (or similar), unemployment, disability,
real property, personal property, sales, use, service, service use, lease, lease
use, transfer, registration, value added tax, or similar tax, any alternative or
add-on minimum tax, and any estimated tax, in each case, including any interest,
penalty, or addition thereto, whether disputed or not.
(p) "Tax Benefit" means the Tax effect of any item of loss,
deduction or credit or any other item (including increases in Tax basis) which
decreases Taxes paid or required to be paid, including any interest with respect
thereto or interest that would have been payable but for such item.
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1.2 References and Title. All references in this Agreement to articles,
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sections, subsections and other subdivisions refer to the articles, sections,
subsections and other subdivisions of this Agreement unless expressly provided
otherwise. Titles appearing at the beginning of any section or subdivision are
for convenience only and do not constitute any part of such subdivisions and
shall be disregarded in construing the language contained in such subdivisions.
The words "this Agreement," "this instrument," "herein," "hereof," "hereby,"
"hereunder" and words of similar import refer to this Agreement as a whole and
not to any particular subdivision unless expressly so limited. The phrases
"this Section" and "this subsection" and similar phrases refer only to the
sections or subsections hereof in which such phrases occur. Pronouns in
masculine, feminine and neuter genders shall be construed to include any other
gender, and words in the singular form shall be construed to include the plural
and vice versa, unless the context otherwise requires.
ARTICLE II
SHARE EXCHANGE
2.1 Share Exchange. Subject to the terms and conditions stated herein,
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the Target Shares and the Exchange Shares shall be exchanged as follows (the
"Exchange"):
(a) at the Closing, TRANSFERORS shall assign, transfer, convey,
and deliver to LEOM the Target Shares and any and all rights in such shares to
which they are entitled, or their equivalent, with evidence of ownership, fully
executed and in form for transfer and by doing so will be deemed to have
assigned all of its respective right, title and interest in and to all such
Target Shares to LEOM; and
(b) in exchange for the Target Shares, LEOM shall pay to
TRANSFERORS the Purchase Price by issuing to TRANSFERORS (and TRANSFERORS shall
accept and acquire from LEOM) the Exchange Shares as follows: at the Closing,
LEOM shall issue Seven million(7,000,000) shares of its common stock to
TRANSFERORS. Each 1 share of Transferor shall be equal to 58.3 shares of LEOM.
(c) at the closing, LEOM will appoint Officers and Directors of
the BnT.
2.2 Tax Consequences. It is intended by the parties hereto that the
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transactions contemplated by this Agreement shall constitute a tax-free
reorganization within the meaning of Section 368 of the Code. The parties hereto
adopt this Agreement as a "plan of reorganization" within the meaning of
Sections 1.368-2(g) and 1.368-3(a) of the regulations promulgated under the
Code.
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ARTICLE III
CLOSING
3.1 Date and Location of the Closing. The closing (the "Closing") of
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the transactions contemplated hereunder shall take place at the offices of Leo
BnT Co., Ltd. ,or at such other place as the parties may designate,
simultaneously with the execution of this Agreement.
3.2 Deliveries.
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At the Closing:
(1) LEOM shall deliver to TRANSFERORS stock certificates evidencing all the
Exchange Shares, newly issued in the names of the TRANSFERORS.
(2) TRANSFERORS shall deliver to LEOM (i) stock certificates evidencing
the Target Shares to which LEOM is entitled to hereunder, (ii) resignation
letter from the officers and directors of the Target resigning from all his
positions with the Target, (iii) all the books and records of the Target,
including, without limitation, copies of all tax returns, resolutions of the
directors, resolutions of the shareholders, minutes of meetings, the stock
ledger and other documents relating to all issuances of shares; and (iv) such
other documents as may be required under applicable law or requested by LEOM.
3.3 Restrictive Legends. Certificates evidencing the Exchange
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Shares pursuant to this Agreement may bear one or more of the following legends
and any legend required by any applicable law, including without limitation, any
legend that will be useful to aid compliance with Regulation D or other
regulations adopted by the SEC under the Securities Act:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH
RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR
UNLESS TRANSFERRED PURSUANT TO ANY VALID EXEMPTION FROM REGISTRATION
AVAILABLE UNDER SUCH ACT."
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF TRANSFERORS
AND THE LEOM STOCKHOLDER
As an inducement to LEOM to enter into this Agreement and to consummate the
transactions contemplated herein, the Target and TRANSFERORS, jointly and
severally, represent and warrant, as of the date of this Agreement to LEOM as
follows:
4.1 Organization. The Target is a corporation duly organized, validly
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existing, and in good standing under the laws of the Republic of Korea.
4.2 Capital Structure.
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(a) The authorized capital stock of the the Target consists of
____________ common shares, $0.01 par value, of which 240,000 are currently
issued and outstanding. All of such issued and outstanding shares have been
validly issued and are fully paid and non-assessable. The Target Shares will be
duly authorized, fully paid and non-assessable shares; subject to no lien,
claim, charge or encumbrance of any kind or nature; will not be subject to any
shareholders agreement right of first refusal or preemptive rights. Upon
consummation of this exchange, there will be a total of 240,000 common shares of
the Target.
(b) Upon delivery to LEOM of the certificates representing the
Target Shares, LEOM will acquire good and valid title to such shares, free and
clear of any Encumbrances. All of the Target Shares will be duly authorized,
validly issued, fully paid and nonassessable, and will not be issued in
violation of any preemptive or similar rights. There is no issued or
outstanding Indebtedness of the Target having the right to vote (or convertible
into, or exchangeable for, securities having the right to vote), upon the
happening of a certain event or otherwise, on any matters on which the equity
holders of the Target may vote.
(c) The offer and issuance of the Target Shares will be done in
compliance with all material applicable Laws.
4.3 Corporate Power and Authority. TRANSFERORS and the Target have all
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requisite corporate power and authority to enter into and deliver this Agreement
and to consummate the transactions contemplated hereby. The execution,
delivery, and performance of this Agreement by TRANSFERORS and the consummation
by it of the transactions contemplated hereby, and the execution, delivery and
performance of the other agreements, documents and instruments to be executed
and delivered in connection with this Agreement by TRANSFERORS and the
consummation of the transactions contemplated thereby, have been duly authorized
by all necessary action on the part of TRANSFERORS and no other corporate action
or corporate proceeding on the part of TRANSFERORS or the Target is necessary to
authorize the execution, delivery, and performance by TRANSFERORS of this
Agreement and
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the consummation of the transactions contemplated hereby. This Agreement has
been duly executed and delivered by TRANSFERORS and constitutes the legal, valid
and binding obligation of TRANSFERORS and the Target, enforceable against it in
accordance with its terms.
4.4 Conflicts; Consents and Approvals. Neither the execution and
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delivery by TRANSFERORS of this Agreement and the other agreements, documents
and instruments to be executed and delivered by it in connection with this
Agreement, nor the consummation of the transactions contemplated hereby and
thereby, , will:
(a) conflict with, or result in a breach of any provision of, the
organizational documents of THE TARGET;
(b) violate, or conflict with, or result in a breach of any
provision of, or constitute a default (or an event that, with the giving of
notice, the passage of time or otherwise, would constitute a default) under, or
entitle any Person (with the giving of notice, the passage of time or otherwise)
to terminate, accelerate, modify or call a default under, or give rise to any
obligation to make a payment under, or to any increased, additional or
guaranteed rights of any Person under, or result in the creation of any
Encumbrance upon any of the properties or assets of THE TARGET or the Exchange
Shares under any of the terms, conditions or provisions of (1) the
organizational documents of THE TARGET, (2) any Contract to which THE TARGET is
a party or to which any of its properties or assets may be bound, or (3) any
permit, registration, approval, license or other authorization or filing to
which THE TARGET is subject or to which any of its properties or assets may be
subject;
(c) require any action, consent or approval of any
non-governmental third party;
(d) violate any order, writ, or injunction, or any material
decree, or material Law applicable to THE TARGET or any of its, business,
properties, or assets; or
(e) require any action, consent or approval of, or review by, or
registration or filing by THE TARGET with any Governmental Authority.
4.5 Subsidiaries. THE TARGET does not own, directly or indirectly, nor
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has entered into any agreement, arrangement or understanding to purchase or sell
any capital stock or other equity interests in any Person or is a member of or
participant in any Person. THE TARGET does not have any Subsidiaries.
4.6 Contracts. There are no Contracts to which THE TARGET is, or will
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be at Closing, a party or bound, or that otherwise relate to its business or
assets.
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4.7 Corporate Books and Records. All the corporate books and records
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of THE TARGET, including, without limitation, copies of all tax returns,
resolutions of the directors, resolutions of the shareholders, the stock ledger
and other documents relating to the issuances of shares, and minutes of meetings
have been delivered to LEOM and are true, complete, and accurate in all material
respects.
4.8 Full Disclosure. No representation or warranty of TRANSFERORS OR
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THE TARGET in this Agreement omits to state a material fact necessary to make
the statements herein, in light of the circumstances in which they were made,
not misleading. There is no fact known to TRANSFERORS OR THE TARGET that has
specific application to LEOM and that materially adversely affects or, as far as
can be reasonably foreseen, materially threatens, the assets, business,
prospects, financial condition, or results of operations of LEOM that has not
been set forth in this Agreement.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF LEOM
As an inducement to TRANSFERORS to enter into this Agreement and to
consummate the transactions contemplated herein, LEOM represents and warrants,
as of the date of this Agreement, to TRANSFERORS as follows:
5.1 Organization. LEOM is a corporation duly organized, validly
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existing, and in good standing under the laws of Republic of Korea.
5.2 Corporate Power and Authority. LEOM has all requisite corporate
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power and authority to enter into and deliver this Agreement and to consummate
the transactions contemplated hereby. The execution, delivery, and performance
of this Agreement by LEOM and the consummation of the transactions contemplated
hereby, have been duly authorized by all necessary action and no other corporate
action or corporate proceeding on the part of LEOM is necessary to authorize the
execution, delivery, and performance by LEOM of this Agreement and the
consummation by LEOM of the transactions contemplated hereby. This Agreement has
been duly executed and delivered by LEOM and constitutes the legal, valid and
binding obligation of LEOM, enforceable against LEOM in accordance with its
terms.
5.3 Conflicts; Consents and Approvals. Neither the execution and
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delivery by the LEOM of this Agreement and the other agreements, documents and
instruments to be executed and delivered by any of them in connection with this
Agreement, nor the consummation of the transactions contemplated hereby and
thereby, will:
(a) conflict with, or result in a breach of any provision of, the
organizational documents of LEOM;
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(b) violate, or conflict with, or result in a breach of any
provision of, or constitute a default (or an event that, with the giving of
notice, the passage of time or otherwise, would constitute a default) under, or
entitle any Person (with the giving of notice, the passage of time or otherwise)
to terminate, accelerate, modify or call a default under, or give rise to any
obligation to make a payment under, or to any increased, additional or
guaranteed rights of any Person under, or result in the creation of any
Encumbrance upon any of the properties or assets of LEOM or the Exchange Shares
under any of the terms, conditions or provisions of (1) the organizational
documents of LEOM, (2) any Contract to which LEOM is a party or to which any of
their respective properties or assets may be bound which, if so affected, would
either have a material adverse effect or be reasonably likely to prevent the
consummation of the transactions contemplated herein, or (3) any permit,
registration, approval, license or other authorization or filing to which LEOM
is subject or to which any of its properties or assets may be subject;
(c) require any action, consent or approval of any
non-governmental third party;
(d) violate any order, writ, or injunction, or any material
decree, or material Law applicable to LEOM or any of its, business, properties,
or assets; or
(e) require any action, consent or approval of, or review by, or
registration or filing by LEOM with any Governmental Authority.
5.4 Exchange Shares. LEOM has (i) good and marketable title to all the
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Exchange Shares, free and clear of all Encumbrances, and (ii) full legal right
and power to sell, transfer and deliver the Exchange Shares to TRANSFERORS in
accordance with this Agreement.
ARTICLE VI
ADDITIONAL AGREEMENTS AND COVENANTS
6.1 Confidentiality. Each of the parties shall use reasonable efforts
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to cause their respective Affiliates, officers, directors, employees, auditors,
attorneys, consultants, advisors and agents, to treat as confidential and hold
in strict confidence, unless compelled to disclose by judicial or administrative
process or, in the opinion of its counsel, by other requirements of Law, and
after prior written notice to the other parties, all confidential information of
TRANSFERORS or LEOM, as the case may be, that is made available in connection
with this Agreement, and will not release or disclose such confidential
information to any other Person, except their respective auditors, attorneys,
financial advisors and other consultants, agents, and advisors in connection
with this Agreement. If the Closing does not occur (a) such confidence shall be
maintained by the Parties and each Party shall use reasonable efforts to cause
its officers, directors, Affiliates and such other Persons to maintain such
confidence, except to the extent such information comes into the public domain
(other than as a result of an action by such Party, its officers, directors or
such other Persons in contravention of this Agreement), and (b) upon the
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request of any Party, the other Party shall promptly return to the requesting
Party any written materials remaining in its possession, which materials it has
received from the requesting Party or its representatives, together with any
analyses or other written materials based upon the materials provided.
6.2 Efforts to Consummate. Subject to the terms and conditions of this
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Agreement, each party hereto shall use reasonable commercial efforts to take, or
to cause to be taken, all actions and to do, or to cause to be done, all things
necessary, proper or advisable as promptly as practicable to consummate the
transactions contemplated hereby.
6.3 Further Assurances. From time to time whether before, at or
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following the Closing, each party shall make reasonable commercial efforts to
take, or cause to be taken, all actions, and to do, or cause to be done, all
things reasonably necessary, proper or advisable, including as required by
applicable Laws, to consummate and make effective as promptly as practicable the
transactions contemplated by this Agreement.
6.4 Cooperation with Respect to Financial Reporting. After the date of
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this Agreement, the TRANSFERORS shall reasonably cooperate with LEOM in
connection with LEOM's preparation of historical financial statements and other
information as required for LEOM's filings under the Exchange Act.
6.5 Release of Claims By TRANSFERORS. In consideration of the
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transactions contemplated hereby, as of the Closing, TRANSFERORS and their
heirs, executors, successors and assigns (the "Waiving Parties"), release, waive
and forever discharge, in all capacities, including as stockholders of LEOM,
from and after the Closing any and all Claims, known or unknown, that the
Waiving Parties ever had, now have or may have against LEOM and its
stockholders, Affiliates, officers, directors, employees or agents in connection
with or arising out of any act or omission of LEOM or its officers, directors,
employees, advisers or agents, in such capacity, at or prior to the Closing;
provided, however, that nothing in this Section 6.6 shall be deemed a waiver by
the Waiving Parties of any rights under this Agreement.
ARTICLE VII
MISCELLANEOUS
8.1 Notices. All notices or other communications required or permitted
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hereunder shall be in writing. Any notice, request, demand, claim or other
communication hereunder shall be deemed duly given (a) if by personal delivery,
when so delivered, (b) if mailed, three (3) Business Days after having been sent
by registered or certified mail, return receipt requested, postage prepaid and
addressed to the intended recipient as set forth below, or (c) if sent through
an overnight delivery service in circumstances to which such service guarantees
next day delivery, the day following being so sent:
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(1) If to TRANSFERORS:
(2) If to LEOM:
291-1, Hasangok-dong
Hanam City
Gyeonggi-do
Republic of Korea 465-250
With a copy to
Cutler Law Group
3355 W. Alabama, Suite 1150
Houston, TX 77098
Any party may change the address to which notices and other communications
hereunder are to be delivered by giving the other parties notice in the manner
herein set forth.
8.2 Choice of Law. This Agreement shall be governed, construed and
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enforced in accordance with the laws of the State of Delaware and the federal
laws of United States applicable therein, without giving effect to principles of
conflicts of law.
8.3 Jurisdiction. The parties hereby irrevocably consent to the
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in personam jurisdiction of the state or federal courts located in the State of
Delaware in connection with any action or proceeding arising out of or relating
to this Agreement or the transactions and the relationships established
thereunder. The parties hereby agree that such courts shall be the venue and
exclusive and proper forum in which to adjudicate such matters and that they
will not contest or challenge the jurisdiction or venue of these courts.
8.4 Entire Agreement. This Agreement and such other agreements related
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to this transaction executed simultaneously herewith set forth the entire
agreement and understanding of the parties in respect of the transactions
contemplated hereby and supersedes all prior agreements, arrangements and
understandings of the parties relating to the subject matter hereof. No
representation, promise, inducement, waiver of rights, agreement or statement of
intention has been made by any of the parties which is not expressly embodied in
this Agreement, such other agreements, notes or instruments related to this
transaction executed simultaneously herewith, or the written statements,
certificates, schedules or other documents delivered pursuant to this Agreement
or in connection with the transactions contemplated hereby.
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8.5 Assignment. Each party's rights and obligations under this
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Agreement shall not be assigned or delegated, by operation of law or otherwise,
without the other party's prior consent, and any such assignment or attempted
assignment shall be void, of no force or effect, and shall constitute a material
default by such party.
8.6 Amendments. This Agreement may be amended, modified, superseded or
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cancelled, and any of the terms, covenants, representations, warranties or
conditions hereof may be waived, only by a written instrument executed by
TRANSFERORS and LEOM, in the case of a waiver, by the party waiving compliance.
8.7 Waivers. The failure of any party at any time or times to require
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performance of any provision hereof shall in no manner affect the right at a
later time to enforce the same. No waiver by any party of any condition, or the
breach of any term, covenant, representation or warranty contained in this
Agreement, whether by conduct or otherwise, in any one or more instances shall
be deemed to be or construed as a further or continuing waiver of any such
condition or breach or a waiver of any other term, covenant, representation or
warranty of this Agreement.
8.8 Counterparts. This Agreement may be executed simultaneously in two
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or more counterparts and by facsimile, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
8.9 Brokers. The parties hereto, covenant, represent, and warrant that
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they have not dealt with any broker or finder in connection with this Agreement
or the transactions contemplated hereby, and no broker is entitled to receive
any brokerage commission, finder's fee, or similar compensation in connection
with this Agreement or the transactions contemplated hereby. Each of the
parties shall indemnify and hold the other parties harmless from and against all
liability, claim, loss, damage, or expense, including reasonable attorney's
fees, pertaining to any broker, finder, or other person with whom such party has
dealt.
8.10 Severability. If any term, provisions, covenant or
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restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any party. Upon such
determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.
8.11 Independent Representation. Each of the parties hereto further
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acknowledges and agrees that he or it, as the case may be, has been advised by
counsel during the course of negotiations leading up to the execution and
delivery of this Agreement and had significant input
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in the development of this Agreement. This Agreement shall not, therefore, be
construed more strictly against any party responsible for its drafting
regardless of any presumption or rule requiring construction against the party
whose attorney drafted this Agreement.
8.12 Publicity. No party may issue or cause the publication of any
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press release or other public announcement with respect to the transactions
contemplated by this Agreement without the written consent of the other parties.
Signature Page Follows
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IN WITNESS WHEREOF, the parties have duly executed this Share Exchange
Agreement as of the date first above written.
LEO MOTORS INC.
By: \s\ Shi Chul Kang
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Name: Shi Chul Kang
Title: CEO & Chairman
LEO BNT CO. LTD.
By: \s\Young Il Kim
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Name: Young Il Kim
Title: CEO & President
TRANSFERORS
By:\s\Se Young Park
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Name: Se Young Park
Title : Shareholder of 60,000 shares of BNT
By: \s\ Miae Moon
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Name : Miae Moon
Title : Shareholder of 60,000 shares of BNT
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