EXHIBIT 10.1


 


 


SHARE EXCHANGE AGREEMENT







THIS SHARE EXCHANGE AGREEMENT (this "Agreement"), dated as of the 1st   day of October, 2013 (this "Agreement") is entered into by and among, INTERNATIONAL LAND ALLIANCE, INC., a Wyoming corporation ("ILA.US"), and the Owners of INTERNATIONAL LAND ALLIANCE, SA DE CV, a Mexico corporation ("Owners").







WITNESSETH:







WHEREAS, the Owners own all of the issued and outstanding shares of INTERNATIONAL LAND ALLIANCE, INC., a Mexico corporation ("ILA.MX");







WHEREAS, ILA.MX was formed on June 30, 2011, for the purpose acquiring, developing and managing real estate projects in Baja California, Mexico.







WHEREAS, ILA.US wishes to acquire all of the issued and outstanding shares and rights to shares of all of the capital stock of ILA.MX (referred to hereinafter as the "ILA.MX Shares") with the purpose of owning and operating ILA.MX as its wholly-owned subsidiary; and







WHEREAS, ILA.US and the Owners propose to enter into this Agreement which provides, among other things, the Owners will deliver the ILA.MX Shares to ILA.US in exchange for the issuance by ILA.US of a total of 8,500,000 (seven million five hundred thousand) restricted common shares of ILA.US's common stock as set forth in Section 2.01 of this Agreement, on the terms and conditions set forth herein (the "Share Exchange") and such additional items as more fully described in this Agreement.







NOW, THEREFORE, in consideration, of the promises and of the mutual representations, warranties and agreements set forth herein, the Parties hereto agree as follows:







ARTICLE I


DEFINITIONS







Section 1.01.     Definitions. The following terms shall have the following respective meanings:







	
"Affiliate"

	 	
with respect to any Party, a Person that directly or indirectly controls, is controlled by, or is under common control of such Party.  For the purpose of this definition, "control" means (i) ownership of more than fifty percent (50%) of the voting shares of a Person or (ii) the right or ability to direct the management or policies of a Person through ownership of voting shares or other securities, pursuant to a written agreement or otherwise;


	 	 	 
	
"Business Day"

	 	
a day (other than a Saturday) on which banks in California are open for business throughout their normal business hours;


	 	 	 
	
"Closing"

	 	the closing of the transactions contemplated by this Agreement;



 


 



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"Completion"

	 	
completion of acquisition of the ILA.MX Shares by ILA.US in accordance with the terms and conditions of this Agreement;


	 	 	 
	
"Encumbrance"

	 	
any mortgage, charge, pledge, lien, (otherwise than arising by statute or operation of law), equities, hypothecation or other encumbrance, priority or security interest, preemptive right deferred purchase, title retention, leasing, sale-and-repurchase or sale-and-leaseback arrangement whatsoever over or in any property, assets or rights of whatsoever nature and includes any agreement for any of the same and reference to "Encumbrances" shall be construed accordingly;


	 	 	 
	
"Exchange Act"

	 	
the US Securities Exchange Act of 1934;


	 	 	 
	
"Person"

	 	any individual, firm, company, government, state or agency of a state or any joint venture, association or partnership (whether or not having separate legal personality);
	 	 	 
	
"Securities Act"

	 	
the US Securities Act of 1933;


	 	 	 
	
"SEC"

	 	
the US Securities and Exchange Commission;


	 	 	 
	
"US"

	 	
United States of America;


	 	 	 
	
"United States Dollars" or "US$"

	 	
United States dollars;










Section 1.02.     Rules of Construction.







 (a)     Unless the context otherwise requires, as used in this Agreement:  (i) "including" means "including, without limitation"; (ii) words in the singular include the plural; (iii) words in the plural include the singular; (iv) words applicable to one gender shall be construed to apply to each gender; (v) the terms "hereof," "herein," "hereby," "hereto" and derivative or similar words refer to this entire Agreement, including the Schedules hereto; (vi) the terms "Article," "Section" and "Schedule" shall refer to the specified Article, Section or Schedule of or to this Agreement and references to paragraphs shall refer to the relevant paragraph of a specified Schedule and (vii) the term "day" shall refer to calendar days.







(b)     Titles and headings to Articles and Sections are inserted for convenience of reference only, and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.



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ARTICLE II


THE SHARE EXCHANGE


Section 2.01.     Share Exchange.


 


(a)     Subject to and upon the terms and conditions of this Agreement, on the Closing Date (as defined hereafter), ILA.US shall acquire all of the ILA.MX Shares from the Owners with all of such interests acquired being free from all Encumbrances together with all rights now or hereafter attaching thereto.


 


(b)     In exchange for the delivery of the ILA.MX Shares, ILA.US shall deliver to the Owners a total of 8,500,000 (seven million five hundred thousand) restricted common shares of ILA.US's common stock (the "Exchange Shares"); and


 


 (c)     The Share Exchange shall take place upon the terms and conditions provided for in this Agreement and in accordance with applicable law. If the Closing does not occur as set forth in Section 2.02 of this Agreement due to one Party's failure to perform, then the other Party may terminate the Agreement.


 


Section 2.02.     Closing Location.  The Closing of the Share Exchange and the other transactions contemplated by this Agreement will occur as soon as possible (the "Closing Date"), at the offices of ILA.MX.







Section 2.03.     Owner's Closing Documents.  At the Closing, the Owners will tender to ILA.US:







(a)     Original certificates issued in the names of the Owners representing all of the ILA.MX Shares duly endorsed for transfer by the Owners and marked "cancelled for transfer" or as otherwise directed by ILA.US or its counsel, in accordance with the laws of the State of Wyoming;







(b)     One (1) new certificate issued by ILA.MX in the name of ILA.US representing the ILA.MX Shares;







(c)     A certified copy of the register of shareholders of ILA.MX showing ILA.US as the registered owner of the ILA.MX;







(d)     A certificate executed by each Owner certifying that the conditions in Section 8.01(a) have been satisfied.







Section 2.04.     ILA.US's Closing Documents.  At the Closing, ILA.US will tender to the Owners:







(a)     A certified copy(ies) of resolutions of the Board of Directors of ILA.US in a form satisfactory to the Owners, acting reasonably, authorizing:


 


(i)     the execution and delivery of this Agreement by ILA.US; and


 



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(ii)    the issuance of the Exchange Shares to such entities and in such allocations as set forth on Schedule A attached hereto;







(b)     Share certificates, registered in the name of the Owners representing the Exchange Shares; and


 


(c)     A certificate executed by a duly appointed officer of ILA.US certifying that the conditions in Section 9.01(a) have been satisfied.







ARTICLE III


REPRESENTATIONS AND WARRANTIES







Section 3.01.     Each Party represents and warrants to the other Party that each of the warranties it makes is accurate in all respects and not misleading as at the date of this Agreement.


 


Section 3.02.     Each Party undertakes to disclose in writing to the other Party anything which is or may constitute a breach of or be inconsistent with any of the warranties immediately upon the same coming to its notice at the time of and after Completion.


 


Section 3.03.     Each Party agrees that each of the warranties it makes shall be construed as a separate and independent warranty and (except where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other warranty or any other term of this Agreement.


 


Section 3.04.     Each Party acknowledges that the restrictions contained in Section 11.01 (Public Notices) and Section 11.10 (Confidentiality) shall continue to apply after the Completion under this Agreement without limit in time.







ARTICLE IV


REPRESENTATIONS AND WARRANTIES OF ILA.US







Section 4.01.     Organization, Standing and Authority; Foreign Qualification. ILA.US is a corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming and has all requisite corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as proposed to be conducted and is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction in which the character of its properties or the nature of its business activities require such qualification.







Section 4.02.     Corporate Authorization. The execution, delivery and performance by ILA.US of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of ILA.US, and this Agreement constitutes a valid and binding agreement of ILA.US. The Exchange Shares to be issued in accordance with this Agreement shall be duly authorized and, upon such issuance, will be validly issued, fully paid and non-assessable.


 



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Section 4.03.     Capitalization.  ILA.US's authorized capital stock, as of October 1, 2013, consists solely of 75,000,000 authorized shares of common stock of which 8,500,000 common shares are issued and outstanding, including the Exchange Shares, and no preferred shares are issued and outstanding. All of such issued and outstanding shares of ILA.US's common stock are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding options, warrants, agreements or rights to subscribe for or to purchase, or commitments to issue, shares of ILA.US's common stock or any other security of ILA.US or any plan for any of the foregoing. ILA.US is not obligated to register the resale of any of its common stock on behalf of any shareholder of ILA.US under the Securities Act.







Section 4.04.     Subsidiaries. ILA.US does not have any subsidiaries.







Section 4.05.     Articles of Incorporation and Bylaws.  ILA.US has heretofore delivered to the Owners true, correct and complete copies of its Articles of Incorporation, certified by the Secretary of State of the State of Wyoming and Bylaws or comparable instruments, certified by the corporate secretary thereof.







Section 4.06.     No Conflict.  The execution, delivery and performance of this Agreement and the completion of the transactions contemplated herein will not:







(a)     violate any provision of the Articles of Incorporation, Bylaws or other charter or organizational document of ILA.US;







(b)     violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract to which ILA.US is a party or by or to which either of its assets or properties, may be bound or subject;







(c)     violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon ILA.US or upon the securities, assets or business of ILA.US;







(d)     violate any statute, law or regulation of any jurisdiction as such statute, law or regulation relates to ILA.US or to the securities, properties or business of ILA.US; or







(e)     result in the breach of any of the terms or conditions of, constitute a default under, or otherwise cause an impairment of, any permit or license held by ILA.US.







Section 4.09.     Litigation. There is no litigation, suit, proceeding, action or claim at law or in equity, pending or to ILA.US's best knowledge threatened against or affecting ILA.US or involving any of ILA.US's property or assets, before any court, agency, authority or arbitration tribunal, including, without limitation, any product liability, workers' compensation or wrongful dismissal claims, or claims, actions, suits or proceedings relating to toxic materials, hazardous substances, pollution or the environment. ILA.US is not subject to or in default with respect to any notice, order, writ, injunction or decree of any court, agency, authority or arbitration tribunal.


 



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Section 4.10.    Compliance with Laws. To the best knowledge of ILA.US, it has complied with all laws, municipal bylaws, regulations, rules, orders, judgments, decrees and other requirements and policies imposed by any governmental authority applicable to it, its properties or the operation of its business, except where the failure to comply will not have a material adverse effect on the business, properties, financial condition or earnings of ILA.US.







Section 4.11.    Operations of ILA.US.  As of the date of this Agreement and prior to Closing, ILA.US has not:







(a)     amended its Articles of Incorporation or Bylaws or merged with or into or consolidated with any other person or entity, subdivided or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock or the character of its business;







(b)     issued, reserved for issuance, sold or redeemed, repurchased or otherwise acquired, or issued options or rights to subscribe to, or entered into any contract or commitment to issue, sell or redeem, repurchase or otherwise acquire, any shares of its capital stock or any bonds, notes, debentures or other evidence or indebtedness;







(c)     declared or paid any dividends or declared or made any other distributions of any kind to its shareholders; or







(d)     made any loan or advance to any of  its shareholders or to any of its directors, officers or employees, consultants, agents or other representatives, or made any other loan or advance, otherwise than in the ordinary course of business.







Section 4.12.     Material Information.  This Agreement, the Schedules attached hereto and all other information provided, in writing, by ILA.US or representatives thereof to the Owners, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make any statement contained herein or therein not misleading. There are no facts or conditions which have not been disclosed to the Owners in writing which, individually or in the aggregate, could have a material adverse effect on ILA.US or a material adverse effect on the ability of ILA.US to perform any of its obligations pursuant to this Agreement.







ARTICLE V


REPRESENTATIONS AND WARRANTIES OF THE OWNERS







The Owners represent to ILA.US as follows:







Section 5.01.     Organization, Standing and Authority; Foreign Qualification. (a) ILA.US is a corporation duly organized, validly existing and in good standing under the laws of the Mexico and has all requisite corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as proposed to be conducted and is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction in which the character of its properties or the nature of its business activities require such qualification.


 



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Section 5.02.     Authorization. The execution, delivery and performance by the Owners of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action, as the case may be, on the part of each Owner. Each Owner has duly executed and delivered this Agreement and this Agreement constitutes a valid and binding agreement of each Owner. The ILA.MX Shares to be transferred to ILA.US in accordance with this Agreement have been duly authorized and validly issued, fully paid and non-assessable. Upon transfer of the ILA.MX Shares, no Encumbrance shall exist on either.







Section 5.03.     Capitalization.







ILA.MX's authorized capital stock, as of the date of this Agreement, consists solely of 100 shares of voting stock, of which 100 shares are issued and outstanding. All of such issued and outstanding shares of ILA.MX's common stock are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding options, warrants, agreements or rights to subscribe for or to purchase, or commitments to issue, shares of ILA.MX's common stock or any other security of ILA.MX or any plan for any of the foregoing. ILA.MX is not obligated to register the resale of any of its common stock on behalf of any shareholder of ILA.MX under the Securities Act.







Section 5.04.     Subsidiaries. ILA.MX has no subsidiaries.







Section 5.05.     Sale of Exchange Shares. Upon completion of the purchase and sale of the Exchange Shares, the Owners shall be the beneficial and record holder or holders of the Exchange Shares. Each Owner are acquiring the Exchange Shares as principal for its own respective account to be held for investment purposes only, not for the benefit of any other person and not with a view to the resale, distribution or other disposition of all or any of the Exchange Shares, and each Owner is delivering concurrently with this Agreement, a certificate in the form attached to this Agreement as Exhibit A.







Section 5.06.     Restriction on Exchange Shares. Each Owner hereby consents to ILA.US making a notation on its records or giving instructions to any transfer agent of the restricted shares portion of the Exchange Shares in order to implement the restriction on transfer set forth and described herein. The Owners have been independently advised as to, and are aware of, the restrictions with respect to trading in the Exchange Shares pursuant to the applicable securities laws and further agrees that it is solely responsible for compliance with all such restrictions as set forth in Exhibit A.







Section 5.07.     Investment Risk.  The Owners understand that an investment in ILA.US includes a high degree of risk, have such knowledge and experience in financial and business matters, investments, securities and private placements as to be capable of evaluating the merits and risks of their investment in the Exchange Shares, are in a financial position to hold the Exchange Shares for an indefinite period of time, and are able to bear the economic risk of, and withstand a complete loss of such investment in the Exchange Shares.


 



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Section 5.08.     Cooperation. If required by applicable securities laws or order of a securities regulatory authority, stock exchange or other regulatory authority, the Owners will execute, deliver, file and otherwise assist ILA.US in filing such reports, undertakings and other documents as may be required with respect to the issuance of the Exchange Shares.


 


Section 5.09.     Tax Advice.  The Owners are responsible for obtaining such legal, including tax, advice as it considers necessary or appropriate in connection with the execution, delivery and performance by it of this Agreement and the transactions contemplated herein.


 


Section 5.10.    Investment Representations.  All of the acknowledgements, representations, warranties and covenants set out in Exhibit A hereto are true and correct as of the date hereof and as of the Closing Date as for each Owner.


 


Section 5.11.    No Conflict.  The execution, delivery and performance of this Agreement and the completion of the transactions contemplated herein will not:







(a)     violate any provision of the Articles or Certificate of Incorporation, Bylaws or other charter or organizational document of ILA.MX;


 


(b)     violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract to which ILA.MX or any of the Owners is a party or by or to which either of their assets or properties, including the ILA.MX Shares, may be bound or subject;


 


(c)     violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon ILA.MX or any of the Owners or upon the securities, assets or business of ILA.MX and/or any of the Owners;


 


(d)     violate any statute, law or regulation of any jurisdiction as such statute, law or regulation relates to ILA.MX and/or the Owners or to the securities, properties or business of ILA.MX and/or any of the Owners; or


 


(e)     result in the breach of any of the terms or conditions of, constitute a default under, or otherwise cause an impairment of, any permit or license held by ILA.MX and/or any of the Owners.







Section 5.12.    Articles of Incorporation and Bylaws.







(a)     The Owners have heretofore delivered to ILA.MX true, correct and complete copies of each of ILA.MX's respective Articles of Organization.


 



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(b)     The minute books of ILA.MX accurately reflect all actions taken at all meetings and consents in lieu of meetings of its respective members or owners, and all actions taken at all meetings and consents in lieu of meetings of its managing members from the date of incorporation to the date hereof.







Section 5.13.    Compliance with Laws.  To the best of the Owners' knowledge, neither ILA.MX nor any of the Owners are in violation of any applicable order, judgment, injunction, award or decree nor are they in violation of any federal, state, local or foreign law, ordinance or regulation or any other requirement of any governmental or regulatory body, court or arbitrator, other than those violations which, in the aggregate, would not have a material adverse effect on ILA.MX or the Owners and have not received written notice that any violation is being alleged.







Section 5.14.    Material Information.  This Agreement, the Schedules attached hereto and all other information provided in writing by the Owners or representatives thereof to ILA.US, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make any statement contained herein or therein not misleading.  There are no facts or conditions which have not been disclosed to ILA.US in writing which, individually or in the aggregate, could have a material adverse effect on ILA.MX and/or the Owners or a material adverse effect on the ability of the Owners to perform any of their obligations pursuant to this Agreement.







Section 5.15.    Actions and Proceedings.  There are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental or regulatory body or arbitration tribunal against or involving ILA.MX or the Owners.  There are no actions, suits or claims or legal, regulatory, administrative or arbitration proceedings pending or, to the knowledge of the Owners, threatened against or involving ILA.MX or the ILA.MX Shares.







Section 5.16.    Operations.  Except as contemplated by this Agreement, since their respective date of organization, ILA.MX has not:







(a)     amended its Certificate or Articles of Organization or merged with or into or consolidated with any other person or entity, subdivided or in any way reclassified any of its ownership interests or changed or agreed to change in any manner the rights of its ownership interests or the character of its business;







(b)     issued, reserved for issuance, sold or redeemed, repurchased or otherwise acquired, or issued options or rights to subscribe to, or entered into any contract or commitment to issue, sell or redeem, repurchase or otherwise acquire, any ownership interests or any bonds, notes, debentures or other evidence or indebtedness; or







(c)     made any loan or advance to any manager, officer, director or employee, consultant, agent or other representative.


 








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ARTICLE VI


COVENANTS AND AGREEMENTS OF OWNERS







Section 6.01.     Conduct of Businesses in the Ordinary Course.  From the date of this Agreement to the Closing Date, the Owners shall cause ILA.MX to conduct its business substantially in the manner in which it is currently conducted.







Section 6.02.     Preservation of Permits and Services.  From the date of this Agreement to the Closing Date, the Owners shall cause each of ILA.MX to use its best efforts to preserve any permits and licenses in full force and effect and to keep available the services, and preserve the goodwill, of its present managers, officers, employees, agents, and consultants.







Section 6.03.     Conduct Pending the Closing Date.  From the date of this Agreement to the Closing Date: (a) the Owners shall cause each of ILA.MX to use its best efforts to conduct its affairs in such a manner so that, except as otherwise contemplated or permitted by this Agreement, the representations and warranties contained in Article V shall continue to be true and correct on and as of the Closing Date as if made on and as of the Closing Date; and (b) the Owners shall promptly notify ILA.US of any event, condition or circumstance that would constitute a violation or breach of this Agreement by any of the Owners.







Section 6.04.     Corporate Examinations and Investigations.  Prior to the Closing Date, ILA.US shall be entitled, through its employees and representatives, to make such reasonable investigation of the assets, liabilities, properties, business and operations of ILA.MX, and such examination of the books, records, tax returns, results of operations and financial condition of each. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and the Owners and its employees and representatives, including without limitation, their counsel and independent public accountants, shall cooperate fully with such representatives in connection with such reasonable review and examination.







ARTICLE VII


COVENANTS AND AGREEMENTS OF ILA.US







Section 7.01.     Conduct of Businesses in the Ordinary Course.  From the date of this Agreement to the Closing Date, ILA.US shall conduct its businesses substantially in the manner in which it is currently conducted.







Section 7.02.     Preservation of Permits and Services.  From the date of this Agreement to the Closing Date, ILA.US shall use its best efforts to preserve any permits and licenses in full force and effect and to keep available the services of its respective present officers, employees, consultants and agents and to preserve their goodwill.







Section 7.03.     Litigation.  From the date of this Agreement to the Closing Date, ILA.US shall notify the Owners of any actions or proceedings of the type described in Section 4.09 that are threatened or commenced against ILA.US or against any officer, director, employee, properties or assets of ILA.US and of any requests for information or documentary materials by any governmental or regulatory body in connection with the transactions contemplated hereby.


 



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Section 7.04.     Conduct of ILA.US Pending the Closing.  From the date hereof through the Closing Date:







(a)     ILA.US shall use its best efforts to conduct its affairs in such a manner so that, except as otherwise contemplated or permitted by this Agreement, the representations and warranties contained in Article IV shall continue to be true and correct on and as of the Closing Date as if made on and as of the Closing Date; and







(b)     ILA.US shall promptly notify the Owners of any event, condition or circumstance occurring from the date hereof through the Closing Date that would constitute a violation or breach of this Agreement by ILA.US.







Section 7.05.     Corporate Examinations and Investigations.  Prior to the Closing Date, the Owners shall be entitled, through their employees and representatives, to make any investigation of the assets, liabilities, properties, business and operations of ILA.US; and such examination of the books, records, tax returns, results of operations and financial condition of ILA.US. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and ILA.US and its employees and representatives shall cooperate fully with such representatives in connection with such reasonable review and examination.







ARTICLE VIII


CONDITIONS PRECEDENT TO THE OBLIGATION OF ILA.US TO CLOSE







The obligations of ILA.US to be performed by it at the Closing pursuant to this Agreement are subject to the fulfillment on or before the Closing Date, of each of the following conditions, any one or more of which may be waived by it, to the extent permitted by law:







Section 8.01.     Representations and Covenants.  (a)     The representations and warranties of the Owners contained in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except that any of such representations and warranties that are given as of a particular date and relate solely to a particular date or period shall be true as of such date or period; and







(b)     The Owners shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by them on or before the Closing Date. The Owners shall have delivered to ILA.US a certificate, dated the Closing Date, and signed by each Owner to the foregoing effect.







Section 8.02.     Governmental Permits and Approvals.







(a)     All approvals, authorizations, consents, permits and licenses from governmental and regulatory bodies required for the transactions contemplated by this Agreement and to permit the business currently carried on by ILA.MX to continue to be carried on substantially in the same manner immediately following the Closing Date shall have been obtained and shall be in full force and effect, and ILA.US shall have been furnished with appropriate evidence, reasonably satisfactory to them, of the granting of such approvals, authorizations, consents, permits and licenses; and


 



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(b)     There shall not have been any action taken by any court, governmental or regulatory body then prohibiting or making illegal on the Closing Date the transactions contemplated by this Agreement.







Section 8.03.     Third Party Consents.  All consents, permits and approvals from parties to contracts with ILA.MX that may be required in connection with the performance by the Owners hereunder or the continuance of such contracts in full force and effect after the Closing Date, shall have been obtained.







Section 8.04.     Litigation.  No action, suit or proceeding shall have been instituted and be continuing or be threatened by any person to restrain, modify or prevent the carrying out of the transactions contemplated hereby, or to seek damages in connection with such transactions, or that has or could have a material adverse effect on ILA.MX or on the ILA.MX Shares.







Section 8.05     Closing Documents.  The Owners shall have executed and delivered the documents described in Section 2.03 above.







ARTICLE IX


CONDITIONS PRECEDENT TO THE OBLIGATION OF THE OWNERS TO CLOSE







The obligations of the Owners to be performed by them at the Closing pursuant to this Agreement are subject to the fulfillment, on or before the Closing Date, of each the following conditions, any one or more of which may be waived by it, to the extent permitted by law:







Section 9.01.     Representations and Covenants.  (a)     The representations and warranties of ILA.US contained in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except that any of such representations and warranties that are given as of a particular date and relate solely to a particular date or period shall be true as of such date or period; and







 (b)     ILA.US shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by it on or before the Closing Date. ILA.US shall have delivered to the Owners a certificate dated the Closing Date, and signed by an authorized signatory of ILA.US to the foregoing effect.







Section 9.02.     Governmental Permits and Approvals.  (a)     All approvals, authorizations, consents, permits and licenses from governmental and regulatory bodies required for the transactions contemplated by this Agreement and to permit the business currently carried on by ILA.US to continue to be carried on substantially in the same manner immediately following the Closing Date shall have been obtained and shall be in full force and effect, and the Owners shall have been furnished with appropriate evidence, reasonably satisfactory to them, of the granting of such approvals, authorizations, consents, permits and licenses; and


 



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 (b)     There shall not have been any action taken by any court, governmental or regulatory body then prohibiting or making illegal on the Closing Date the transactions contemplated by this Agreement.







Section 9.03.     Litigation.  No action, suit or proceeding shall have been instituted and be continuing or be threatened by any person to restrain, modify or prevent the carrying out of the transactions contemplated hereby, or to seek damages in connection with such transactions, or that has or could have a material adverse effect on ILA.US.







Section 9.04.     Closing Documents.  ILA.US shall have executed and delivered the documents described in Section 2.04 above.







ARTICLE X


TERMINATION







Section 10.01.    Termination.







(a)     Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the Share Exchange and the other transactions contemplated by this Agreement shall be abandoned at any time prior to the Closing:


 


(i)     by mutual written consent of the Owners and ILA.US;


 


(ii)    by either the Owners or ILA.US in the event that a temporary restraining order, preliminary or permanent injunction or other judicial order preventing the consummation of the Share Exchange or any of the other transactions contemplated hereby shall have become final and non-appealable; provided, that, the party seeking to terminate this Agreement pursuant to this clause (ii) shall have used all commercially reasonable efforts to have such order, injunction or other order vacated;


 


(iii)   by ILA.US if ILA.US is not then in material breach of this Agreement and if there shall have been any breach by the Owners (which has not been waived) of one or more of its representations or warranties, covenants or agreements set forth in this Agreement, which breach or breaches (A) would give rise to the failure of a condition set forth in Article VIII, and (B) shall not have been cured within thirty (30) days following receipt by the Owners of written notice of such breach, or such longer period in the event that such breach cannot reasonably be expected to be cured within such 30‐day period and the Owners are diligently pursuing such cure;


 


(v)    by the Owners if the Owners are not then in material breach of this Agreement and if there shall have been any breach by ILA.US (which has not been waived) of one or more of its representations or warranties, covenants or agreements set forth in this Agreement, which breach or breaches (A) would give rise to the failure of a condition set forth in Article IX, and (B) shall not have been cured within thirty (30) days following receipt by ILA.US of written notice of such breach; or


 



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(b)     In the event of termination by the Owners or ILA.US pursuant to this Section 10.01, written notice thereof shall forthwith be given to the other Party and the transactions contemplated by this Agreement shall be terminated, without further action by any Party. If the transactions contemplated by this Agreement are terminated as provided herein, the Owners shall immediately cause each of nominees appointed to the Board of Directors of ILA.US and/or appointed as officers of ILA.US to resign from all such positions.


 


Section 10.02.    Effect of Termination.  If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in Section 10.01, this Agreement shall become null and void and of no further force and effect, except for the provisions of (i) Section 10.01 and this Section 10.02; (ii) Section 11.15 relating to certain expenses; and (iii) Section 11.01 relating to publicity. Nothing in this Section 10.02 shall be deemed to release any Party from any liability for any breach by such Party of the terms, conditions, covenants and other provisions of this Agreement or to impair the right of any Party to compel specific performance by any other Party of its obligations under this Agreement.







ARTICLE XI


MISCELLANEOUS







Section 11.01.    Public Notices.  The Parties agree that all notices to third parties and all other publicity concerning the transactions contemplated by this Agreement shall be jointly planned and coordinated and no Party shall act unilaterally in this regard without the prior approval of the others, such approval not to be unreasonably withheld.







Section 11.02.    Time.  Time shall be of the essence hereof.







Section 11.03.    Notices.  Any notice or other writing required or permitted to be given hereunder or for the purposes hereof shall be sufficiently given if delivered or faxed to the Party to whom it is given or, if mailed, by prepaid registered mail addressed to such Party at:







if to the Owners, at:







International Land Alliance, SA de CV


Calle Escuadrón 201


# 3110 - 7 Zona Río, Tijuana, B.C.







 if to ILA.US, at:







702 Ash St.


San Diego, CA  92101







or at such other address as the Party to whom such writing is to be given shall have last notified to the Party giving the same in the manner provided in this article. Any notice mailed shall be deemed to have been given and received on the fifth Business Day next following the date of its mailing unless at the time of mailing or within five (5) Business Days thereafter there occurs a postal interruption which could have the effect of delaying the mail in the ordinary and usual course, in which case any notice shall only be effectively given if actually delivered or sent by telecopy. Any notice delivered or faxed to the Party to whom it is addressed shall be deemed to have been given and received on the Business Day next following the day it was delivered or faxed.


 



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Section 11.04.    Governing Law; Venue; Submission to Jurisdiction.  This Agreement shall be governed by and construed and enforced in accordance with, the internal laws of the State of California without regard to the conflict of laws principles thereof as the same apply to agreements executed solely by residents of the State of California and wholly to be performed within the State of California. Each of the Parties submits to the jurisdiction of any state or federal court sitting in the State of California in any action or proceeding arising out of or relating to this Agreement, agrees that all claims in respect of the action or proceeding may be heard and determined in any such court, and agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the Parties waives any defense or inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other Party with respect thereto.







Section 11.05.    Severability.  If a court of competent jurisdiction determines that any one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, unless in either case as a result of such determination this Agreement would fail in its essential purpose.







Section 11.06.    Entire Agreement.  This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, oral or written, by and between any of the Parties with respect to the subject matter hereof.







Section 11.07.    Further Assurances.  The Parties shall with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments required by the other Party as may be reasonably necessary or desirable to give effect to the purpose of this Agreement and carry out its provisions whether before or after the Closing Date.







Section 11.08.    Assignment, Successors and Assigns.  Neither Party may assign (directly, or indirectly by way of merger, amalgamation, stock sale or any similar procedure) any of its rights or obligations hereunder.







Section 11.09.    Waiver.  Except as provided in this Article, no action taken or inaction pursuant to this Agreement will be deemed to constitute a waiver of compliance with any warranties, conditions or covenants contained in this Agreement and will not operate or be construed as a waiver of any subsequent breach, whether of a similar or dissimilar nature.  No waiver of any right under this Agreement shall be binding unless executed in writing by the Party to be bound thereby.


 



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Section 11.10.   Counterparts.  This Agreement may be executed in as many counterparts as may be necessary or by facsimile and each such counterpart agreement or facsimile so executed shall be deemed to be an original and such counterparts and facsimile copies together shall constitute one and the same instrument and shall be valid and enforceable.







IN WITNESS WHEREOF the Parties hereto have set their hand and seal as of the day and year first above written.


 


 



	INTERNATIONAL LAND ALLIANCE, INC.

a Wyoming corporation

	 	"OWNERS"	 
	 	 	 	 	 
	 	 	 	 	 
	By:	
/s/ Roberto Valdes

	 	
/s/ Roberto Valdes

	 
	 	
Name: Roberto Valdes

	 	
Name: Roberto Valdes

	 
	 	
Title:   President and CEO

	 	
 

	 
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ Jason Sunstein	 	/s/ Jason Sunstein	 
	 	Name: Jason Sunstein	 	Name: Jason Sunstein	 
	 	Title:   Vice President	 	 	 
	 	 	 	 	 
	 	 	 	/s/ Elizabeth Roemer	 
	 	 	 	Name: Elizabeth Roemer	 





 


 


 



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SCHEDULE A







ALLOCATION OF EXCHANGE SHARES







	
Name

	
% of Shares to be Received


by each shareholder of ILA.MX on


each issuance of shares to such


shareholders


	
Roberto Valdes

	
44.1%


	
Jason Sunstein

	
44.1%


	
Elizabeth Roemer

	
11.8%


	
TOTAL

	
100%

























 


 


 


 


 


 


 


 


 


 


 


 




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