**Exhibit 2.1**

** **

**SHARE EXCHANGE AGREEMENT**

 

ThisSHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of May 5,2010, is by and among Kabe Exploration Inc., a Nevada corporation (the “Parent”),Centiuum Holdings Inc., a Delaware corporation (the “Company”), and theshareholders of the Company (each a “Shareholder” and collectively the “Shareholders”).  Each of the parties to this Agreement isindividually referred to herein as a “Party” and collectively as the “Parties.”

 

**BACKGROUND**

 

TheCompany has One Thousand (1,000) shares of common stock (the “Company Shares”)outstanding, all of which are held by the Shareholders.  The Shareholders have agreed to transfer theCompany Shares in exchange for an aggregate of Ten Million (10,000,000) newlyissued shares of common stock, par value $0.001 per share, of the Parent (the “ParentStock”).

 

Theexchange of Company Shares for Parent Stock is intended to constitute areorganization within the meaning of Section 351 of the Internal RevenueCode of 1986, as amended (the “Code”), or such other tax freereorganization or restructuring provisions as may be available under the Code.

 

TheBoard of Directors of each of the Parent and the Company has determined that itis desirable to effect this plan of reorganization and share exchange.

 

**AGREEMENT**

 

NOWTHEREFORE, for good and valuable consideration the receipt and sufficiency ishereby acknowledged, the Parties hereto intending to be legally bound herebyagree as follows:

 

ARTICLE I

 

Exchangeof Shares

 

SECTION 1.01.                                                                 Exchange by the Shareholders.  At the Closing (as defined in Section 1.02),the Shareholders shall sell, transfer, convey, assign and deliver to the Parentall of the Company Shares free and clear of all Liens in exchange for anaggregate of Ten Million (10,000,000) shares of Parent Stock.

 

SECTION 1.02.                                                                 Escrow Shares.               At the Closing, Erik Ulsteen (“Ulsteen”) shall deposit in an escrowaccount to be set up pursuant to an escrow agreement in the form attachedhereto as Exhibit B (the “Escrow Agreement”), all of the Parent Stockowned by him (the “Ulsteen Shares”).  TheUlsteen Shares shall be released to the Stockholders or Ulsteen, as the casemay be, upon the terms set forth in the Escrow Agreement.

 

SECTION 1.03.                                                                 Closing.  The closing (the “Closing”) of thetransactions contemplated by this Agreement (the “Transactions”) shalltake place at the offices of Sichenzia Ross Friedman Ference LLP in New York,New York, commencing upon the satisfaction or waiver of all conditions andobligations of the Parties to consummate the Transactions 

 

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contemplated hereby (otherthan conditions and obligations with respect to the actions that the respectiveParties will take at Closing) or such other date and time as the Parties maymutually determine (the “Closing Date”).

 

ARTICLE II

 

Representationsand Warranties of the Shareholders

 

EachShareholder hereby jointly and severally represents and warrants to the Parent,as follows:

 

SECTION 2.01.                                                                 Good Title.  The Shareholder is the record and beneficialowner, and has good and marketable title to its Company Shares, with the rightand authority to sell and deliver such Company Shares to Parent as providedherein.  Upon registering of the Parentas the new owner of such Company Shares in the share register of the Company,the Parent will receive good title to such Company Shares, free and clear ofall liens, security interests, pledges, equities and claims of any kind, votingtrusts, shareholder agreements and other encumbrances (collectively, “Liens”).

 

SECTION 2.02.                                                                 Power and Authority.  All acts required to be taken by theShareholder to enter into this Agreement and to carry out the Transactions havebeen properly taken.  This Agreementconstitutes a legal, valid and binding obligation of the Shareholder,enforceable against such Shareholder in accordance with the terms hereof.

 

SECTION 2.03.                                                                 No Conflicts.  The execution and delivery of this Agreementby the Shareholder and the performance by the Shareholder of his obligationshereunder in accordance with the terms hereof: (i) will not require theconsent of any third party or any federal, state, local or foreign governmentor any court of competent jurisdiction, administrative agency or commission orother governmental authority or instrumentality, domestic or foreign (“GovernmentalEntity”) under any statutes, laws, ordinances, rules, regulations, orders,writs, injunctions, judgments, or decrees (collectively, “Laws”); (ii) willnot violate any Laws applicable to such Shareholder; and (iii) will notviolate or breach any contractual obligation to which such Shareholder is aparty.

 

SECTION 2.04.                                                                 No Finder’s Fee.  The Shareholder has not created anyobligation for any finder’s, investment banker’s or broker’s fee in connectionwith the Transactions that the Company or the Parent will be responsible for.

 

SECTION 2.05.                                                                 Purchase Entirely for Own Account.  The Parent Stock proposed to be acquired bythe Shareholder hereunder will be acquired for investment for his own account,and not with a view to the resale or distribution of any part thereof, and theShareholder has no present intention of selling or otherwise distributing theParent Stock, except in compliance with applicable securities laws.

 

SECTION 2.06.                                                                 Available Information.  The Shareholder has such knowledge andexperience in financial and business matters that it is capable of evaluatingthe merits and risks of an investment in the Parent.

 

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SECTION 2.07.                                                                 Non-Registration. The Shareholderunderstands that the Parent Stock has not been registered under the SecuritiesAct of 1933, as amended (the “Securities Act”) and, if issued inaccordance with the provisions of this Agreement, will be issued by reason of aspecific exemption from the registration provisions of the Securities Act whichdepends upon, among other things, the bona fide nature of the investment intentand the accuracy of the Shareholder’s representations as expressed herein.  The non-registration shall have no prejudicewith respect to any rights, interests, benefits and entitlements attached tothe Parent Stock in accordance with the Parent charter documents or the laws ofits jurisdiction of incorporation.

 

SECTION 2.08.                                                                 Restricted Securities.The Shareholder understands that the Parent Stock is characterized as “restrictedsecurities” under the Securities Act inasmuch as this Agreement contemplatesthat, if acquired by the Shareholder pursuant hereto, the Parent Stock would beacquired in a transaction not involving a public offering.  The Shareholder further acknowledges that ifthe Parent Stock is issued to the Shareholder in accordance with the provisionsof this Agreement, such Parent Stock may not be resold without registrationunder the Securities Act or the existence of an exemption therefrom.  The Shareholder represents that it isfamiliar with Rule 144 promulgated under the Securities Act, as presentlyin effect, and understands the resale limitations imposed thereby and by theSecurities Act.

 

SECTION 2.09.                                                                 Legends.  It is understood that the Parent Stock willbear the following legend or another legend that is similar to the following:

 

THESE SECURITIES HAVE NOT BEEN REGISTERED WITHTHE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANYSTATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACTOF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BEOFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDERTHE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTIONNOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND INACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGALOPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICHSHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDEMARGIN ACCOUNT SECURED BY SUCH SECURITIES.

 

andany legend required by the “blue sky” laws of any state to the extent such lawsare applicable to the securities represented by the certificate so legended.

 

SECTION 2.10.                                                                 Accredited Investor.  The Shareholder is an “accredited investor”within the meaning of Rule 501 under the Securities Act and theShareholder was not organized for the specific purpose of acquiring the ParentStock.

 

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ARTICLE III

 

Representationsand Warranties of the Company

 

The Company has previously provided to the Parent aDisclosure Schedule (the “Company Disclosure Schedule”). The Company representsand warrants to the Parent that, except as set forth in the Company DisclosureSchedule, regardless of whether or not the Company Disclosure Schedule isreferenced below with respect to any particular representation or warranty:

 

SECTION 3.01.                                                                 Organization, Standing and Power.  The Company is duly incorporated ororganized, validly existing and in good standing under the laws of the State ofDelaware and has the corporate power and authority and possesses allgovernmental franchises, licenses, permits, authorizations and approvalsnecessary to enable it to own, lease or otherwise hold its properties andassets and to conduct its businesses as presently conducted, other than suchfranchises, licenses, permits, authorizations and approvals the lack of which,individually or in the aggregate, has not had and would not reasonably beexpected to have a material adverse effect on the Company, a material adverseeffect on the ability of the Company to perform its obligations under thisAgreement or on the ability of the Company to consummate the Transactions (a “CompanyMaterial Adverse Effect”).  TheCompany is duly qualified to do business in each jurisdiction where the natureof its business or its ownership or leasing of its properties make suchqualification necessary, except where the failure to so qualify would notreasonably be expected to have a Company Material Adverse Effect.  The Company has delivered to the Parent trueand complete copies of the certification of incorporation and bylaws of theCompany, each as amended to the date of this Agreement (as so amended, the “CompanyCharter Documents”).

 

SECTION 3.02.                                                                 Capital Structure.  The authorized share capital of the Companyconsists of One Thousand (1,000) shares of stock consisting of One Thousand(1,0) shares of common stock, par value $1.00 per share, of which One Thousand(1,000) shares are issued and outstanding. No shares or other voting securities of the Company are issued, reservedfor issuance or outstanding. All outstanding shares of the Company are dulyauthorized, validly issued, fully paid and non-assessable and not subject to orissued in violation of any purchase option, call option, right of firstrefusal, preemptive right, subscription right or any similar right under anyprovision of the applicable corporate laws of its state of incorporation, theCompany Charter Documents or any Contract (as defined in Section 3.04) towhich the Company is a party or otherwise bound.  There are no bonds, debentures, notes orother indebtedness of the Company having the right to vote (or convertibleinto, or exchangeable for, securities having the right to vote) on any matterson which holders of Company Shares may vote (“Voting Company Debt”).  Except as set forth herein, as of the date ofthis Agreement, there are no options, warrants, rights, convertible orexchangeable securities, “phantom” stock rights, stock appreciation rights,stock-based performance units, commitments, Contracts, arrangements orundertakings of any kind to which the Company is a party or by which theCompany is bound (i) obligating the Company to issue, deliver or sell, orcause to be issued, delivered or sold, additional shares or other equityinterests in, or any security convertible or exercisable for or exchangeableinto any shares or capital stock or other equity interest in, the Company orany Voting Company Debt, (ii) obligating the Company to issue, grant,extend or enter into any such option, warrant, call, right, security,commitment, Contract, arrangement or undertaking or (iii) that give anyperson the right to receive any economic benefit or right similar to or derivedfrom the economic benefits and rights occurring to holders of the shares orcapital stock of the Company.

 

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SECTION 3.03.                                                                 Authority; Execution and Delivery; Enforceability.  The Company has all requisitecorporate power and authority to execute and deliver this Agreement and toconsummate the Transactions.  Theexecution and delivery by the Company of this Agreement and the consummation bythe Company of the Transactions have been duly authorized and approved by theBoard of Directors of the Company and no other corporate proceedings on thepart of the Company are necessary to authorize this Agreement and the Transactions.  When executed and delivered, this Agreementwill be enforceable against the Company in accordance with its terms, subjectto bankruptcy, insolvency and similar laws of general applicability as to whichthe Company is subject.

 

SECTION 3.04.                                                                 No Conflicts; Consents.

 

(a)                                  The execution and delivery by the Company of this Agreement does not, andthe consummation of the Transactions and compliance with the terms hereof andthereof will not, conflict with, or result in any violation of or default (withor without notice or lapse of time, or both) under, or give rise to a right oftermination, cancellation or acceleration of any obligation or to loss of amaterial benefit under, or result in the creation of any Lien upon any of theproperties or assets of the Company under any provision of (i) the CompanyCharter Documents, (ii) any material contract, lease, license, indenture,note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”)to which the Company is a party or by which any of their respective propertiesor assets is bound or (iii) subject to the filings and other mattersreferred to in Section 3.04(b), any material judgment, order or decree (“Judgment”)or material Law applicable to the Company or its properties or assets, otherthan, in the case of clauses (ii) and (iii) above, any such itemsthat, individually or in the aggregate, have not had and would not reasonablybe expected to have a Company Material Adverse Effect.

 

(b)                                 Except for required filings with the Securities and Exchange Commission(the “SEC”) and applicable “Blue Sky” or state securities commissions,no material consent, approval, license, permit, order or authorization (“Consent”)of, or registration, declaration or filing with, or permit from, any GovernmentalEntity is required to be obtained or made by or with respect to the Company inconnection with the execution, delivery and performance of this Agreement orthe consummation of the Transactions.

 

SECTION 3.05.                                                                 Taxes.

 

(a)                                  The Company has timely filed, or has caused to be timely filed on itsbehalf, all Tax Returns required to be filed by it, and all such Tax Returnsare true, complete and accurate, except to the extent any failure to file orany inaccuracies in any filed Tax Returns, individually or in the aggregate,have not had and would not reasonably be expected to have a Company MaterialAdverse Effect.  All Taxes shown to bedue on such Tax Returns, or otherwise owed, have been timely paid, except to theextent that any failure to pay, individually or in the aggregate, has not hadand would not reasonably be expected to have a Company Material AdverseEffect.  There are no unpaid taxes in anymaterial amount claimed to be due by the taxing authority of any jurisdiction,and the officers of the Company know of no basis for any such claim.

 

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(b)                                 If applicable, the Company has established an adequate reserve reflectedon its financial statements for all Taxes payable by the Company (in additionto any reserve for deferred Taxes to reflect timing differences between bookand Tax items) for all Taxable periods and portions thereof through the date ofsuch financial statements.  No deficiencywith respect to any Taxes has been proposed, asserted or assessed against theCompany, and no requests for waivers of the time to assess any such Taxes arepending, except to the extent any such deficiency or request for waiver,individually or in the aggregate, has not had and would not reasonably beexpected to have a Company Material Adverse Effect.

 

(c)                                  For purposes of this Agreement:

 

“Taxes”includes all forms of taxation, whenever created or imposed, and whether of theUnited States or elsewhere, and whether imposed by a local, municipal,governmental, state, foreign, federal or other Governmental Entity, or inconnection with any agreement with respect to Taxes, including all interest,penalties and additions imposed with respect to such amounts.

 

“TaxReturn” means all federal, state, local, provincial and foreign Taxreturns, declarations, statements, reports, schedules, forms and informationreturns and any amended Tax return relating to Taxes.

 

SECTION 3.06.                                                                 Benefit Plans.  The Company does not have or maintain anycollective bargaining agreement or any bonus, pension, profit sharing, deferredcompensation, incentive compensation, share ownership, share purchase, shareoption, phantom stock, retirement, vacation, severance, disability, deathbenefit, hospitalization, medical or other plan, arrangement or understanding(whether or not legally binding) providing benefits to any current or formeremployee, officer or director of the Company (collectively, “Company BenefitPlans”).  As of the date of thisAgreement there are no severance or termination agreements or arrangementsbetween the Company and any current or former employee, officer or director ofthe Company, nor does the Company have any general severance plan or policy.

 

SECTION 3.07.                                                                 Litigation.  There is no action, suit, inquiry, notice ofviolation, proceeding (including any partial proceeding such as a deposition)or investigation pending or threatened in writing against or affecting theCompany, or any of its properties before or by any court, arbitrator,governmental or administrative agency, regulatory authority (federal, state,county, local or foreign), stock market, stock exchange or trading facility (“Action”)which (i) adversely affects or challenges the legality, validity orenforceability of any of this Agreement or the Parent Stock or (ii) could,if there were an unfavorable decision, individually or in the aggregate, haveor reasonably be expected to result in a Company Material Adverse Effect.  Neither the Company nor any director orofficer thereof (in his or her capacity as such), is or has been the subject ofany Action involving a claim or violation of or liability under federal orstate securities laws or a claim of breach of fiduciary duty.

 

SECTION 3.08.                                                                 Compliance with Applicable Laws.  The Company is in compliance with all applicableLaws, including those relating to occupational health and safety and theenvironment, except for instances of noncompliance that, individually and inthe aggregate, have not had and would not reasonably be expected to have aCompany Material 

 

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Adverse Effect.  This Section 3.08 does not relate tomatters with respect to Taxes, which are the subject of Section 3.05.

 

SECTION 3.09.                                                                 Brokers; Schedule of Fees and Expenses.  Except for those brokers as to which theCompany and Parent shall be solely responsible, no broker, investment banker,financial advisor or other person is entitled to any broker’s, finder’s,financial advisor’s or other similar fee or commission in connection with theTransactions based upon arrangements made by or on behalf of the Company.

 

SECTION 3.10.                                                                 Contracts.  Except as disclosed in the Company DisclosureSchedule, there are no Contracts that are material to the business, properties,assets, condition (financial or otherwise), results of operations or prospectsof the Company and its subsidiaries taken as a whole.  The Company is not in violation of or indefault under (nor does there exist any condition which upon the passage oftime or the giving of notice would cause such a violation of or default under)any Contract to which it is a party or by which it or any of its properties orassets is bound, except for violations or defaults that would not, individuallyor in the aggregate, reasonably be expected to result in a Company MaterialAdverse Effect.

 

SECTION 3.11.                                                                 Title to Properties.  The Company does not own any realproperty.  The Company has sufficienttitle to, or valid leasehold interests in, all of its properties and assetsused in the conduct of its businesses. All such assets and properties, other than assets and properties inwhich the Company has leasehold interests, are free and clear of all Liensother than those Liens that, in the aggregate, do not and will not materiallyinterfere with the ability of the Company to conduct business as currentlyconducted.

 

SECTION 3.12.                                                                 Financial Statements.  The financial statements of the Company as ofDecember 31, 2009 and 2008 and the related statements of operations andcash flows for the year and period then ended, and for the period frominception (March 27, 2008) to December 31, 2009, and the relatednotes and schedules thereto, present fairly in all material respects thefinancial position of the Company as of the respective dates of such financialstatements and schedules, and the shareholders’ equity, results of operationsand cash flows of the Company for the respective periods covered thereby andsuch statements, schedules and related notes included have been prepared inaccordance with U.S. generally accepted accounting principles on a consistentbasis throughout the periods covered thereby, except in the case of unauditedfinancial statements, which are subject to normal year-end adjustments and donot contain footnotes as permitted by applicable rules of the Securities andExchange Commission, and all adjustments necessary for a fair presentation ofresults for such periods have been made.

 

SECTION 3.13.                                                                 Insurance.  The Company does not hold any insurancepolicy.

 

SECTION 3.14.                                                                 Transactions With Affiliates and Employees.  Except as set forth in the Company DisclosureSchedule, none of the officers or directors of the Company and, to theknowledge of the Company, none of the employees of the Company is presently aparty to any transaction with the Company (other than for services asemployees, officers and directors), including any contract, agreement or otherarrangement providing for the furnishing of services to or by, providing forrental of real or personal property to or from, or otherwise requiring paymentsto or from any officer, director or such employee or, to the knowledge of the 

 

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Company, any entity inwhich any officer, director, or any such employee has a substantial interest oris an officer, director, trustee or partner.

 

SECTION 3.15.                                                                 Application of Takeover Protections.  The Company has taken all necessary action,if any, in order to render inapplicable any control share acquisition, businesscombination, poison pill (including any distribution under a rights agreement)or other similar anti-takeover provision under the Company’s charter documentsor the laws of its state of incorporation that is or could become applicable tothe Shareholders as a result of the Shareholders and the Company fulfillingtheir obligations or exercising their rights under this Agreement, including,without limitation, the issuance of the Parent Stock and the Shareholders’ownership of the Parent Stock.

 

SECTION 3.16.                                                                 No Additional Agreements.  The Company does not have any agreement orunderstanding with the Shareholder with respect to the Transactions  other than as specified in this Agreement.

 

SECTION 3.17.                                                                 Investment Company.  The Company is not, and is not an affiliateof, and immediately following the Closing will not have become, an “investmentcompany” within the meaning of the Investment Company Act of 1940, as amended.

 

SECTION 3.18.                                                                 Disclosure.  The Company confirms that neither it nor anyperson acting on its behalf has provided the Shareholders or their respectiveagents or counsel with any information that the Company believes constitutesmaterial, non-public information, except insofar as the existence and terms ofthe proposed transactions hereunder may constitute such information and exceptfor information that will be disclosed by the Parent under a current report on Form 8-Kfiled no later than four (4) business days after the Closing.  The Company understands and confirms that theParent will rely on the foregoing representations and covenants in effectingtransactions in securities of the Parent. All disclosure provided to the Parent regarding the Company, itsbusiness and the Transactions, furnished by or on behalf of the Company(including the Company’s representations and warranties set forth in thisAgreement) are true and correct and do not contain any untrue statement of amaterial fact or omit to state any material fact necessary in order to make thestatements made therein, in light of the circumstances under which they weremade, not misleading.

 

SECTION 3.19.                                                                 Absence of Certain Changes or Events.  Except in connection with the Transactionsand as disclosed in the Company Disclosure Schedule, from March 27,2008,  (date of inception) to the date ofthis Agreement, the Company has conducted its business only in the ordinarycourse, and during such period there has not been:

 

(a)                                  any change in the assets, liabilities, financial condition or operatingresults of the Company, except changes in the ordinary course of business thathave not caused, in the aggregate, a Company Material Adverse Effect;

 

(b)                                 any damage, destruction or loss, whether or not covered by insurance,that would have a Company Material Adverse Effect;

 

(c)                                  any waiver or compromise by the Company of a valuable right or of amaterial debt owed to it;

 

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(d)                                 any satisfaction or discharge of any lien, claim, or encumbrance orpayment of any obligation by the Company, except in the ordinary course ofbusiness and the satisfaction or discharge of which would not have a CompanyMaterial Adverse Effect;

 

(e)                                  any material change to a material Contract by which the Company or any ofits assets is bound or subject;

 

(f)                                   any mortgage, pledge, transfer of a security interest in, or lien,created by the Company, with respect to any of its material properties or assets,except liens for taxes not yet due or payable and liens that arise in theordinary course of business and does not materially impair the Company’sownership or use of such property or assets;

 

(g)                                  any loans or guarantees made by the Company to or for the benefit of itsemployees, officers or directors, or any members of their immediate families,other than travel advances and other advances made in the ordinary course ofits business;

 

(h)                                 any alteration of the Company’s method of accounting or the identity ofits auditors;

 

(i)                                     any declaration or payment of dividend or distribution of cash or otherproperty to the Shareholders or any purchase, redemption or agreements topurchase or redeem any Company Shares;

 

(j)                                    any issuance of equity securities to any officer, director or affiliate;or

 

(k)                                 any arrangement or commitment by the Company to do any of the thingsdescribed in this Section.

 

SECTION 3.20.                                                           Foreign Corrupt Practices.  Neither the Company, nor, to the Company’sknowledge, any director, officer, agent, employee or other person acting onbehalf of the Company has, in the course of its actions for, or on behalf of,the Company (i) used any corporate funds for any unlawful contribution,gift, entertainment or other unlawful expenses relating to political activity; (ii) madeany direct or indirect unlawful payment to any foreign or domestic governmentofficial or employee from corporate funds; (iii) violated or is inviolation of any provision of the U.S. Foreign Corrupt Practices Act of 1977,as amended; or (iv) made any unlawful bribe, rebate, payoff, influencepayment, kickback or other unlawful payment to any foreign or domesticgovernment official or employee.

 

ARTICLE IV

 

Representationsand Warranties of the Parent

 

TheParent represents and warrants as follows to the Shareholders and the Company,that, except as set forth in the reports, schedules, forms, statements andother documents filed by the Parent with the SEC and publicly available priorto the date of the Agreement (the “Parent SEC Documents”), or in theDisclosure Schedule delivered by the Parent to the Company and the Shareholders(the “Parent Disclosure Schedule”):

 

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SECTION 4.01.                                                           Organization, Standing and Power.  The Parent is duly organized, validlyexisting and in good standing under the laws of the State of Nevada and hasfull corporate power and authority and possesses all governmental franchises,licenses, permits, authorizations and approvals necessary to enable it to own,lease or otherwise hold its properties and assets and to conduct its businessesas presently conducted, other than such franchises, licenses, permits,authorizations and approvals the lack of which, individually or in theaggregate, has not had and would not reasonably be expected to have a materialadverse effect on the Parent, a material adverse effect on the ability of theParent to perform its obligations under this Agreement or on the ability of theParent to consummate the Transactions (a “Parent Material Adverse Effect”).  The Parent is duly qualified to do businessin each jurisdiction where the nature of its business or their ownership orleasing of its properties make such qualification necessary and where thefailure to so qualify would reasonably be expected to have a Parent MaterialAdverse Effect.  The Parent has deliveredto the Company true and complete copies of the articles of incorporation of theParent, as amended to the date of this Agreement (as so amended, the “ParentCharter”), and the Bylaws of the Parent, as amended to the date of thisAgreement (as so amended, the “Parent Bylaws”).

 

SECTION 4.02.                                                           Subsidiaries; Equity Interests.  Except as set forth in the Parent DisclosureSchedule, the Parent does not own, directly or indirectly, any capital stock,membership interest, partnership interest, joint venture interest or otherequity interest in any person.

 

SECTION 4.03.                                                           Capital Structure.  The authorized capital stock of the Parentconsists of Seventy Five Million (75,000,000) shares of common stock, par value$0.001 per share, of which (i) 38,647,250 shares of Parent Stock areissued and outstanding (before giving effect to the issuances to be made atClosing) and (iii) no shares of Parent Stock are held by the Parent in itstreasury.  No other shares of capitalstock or other voting securities of the Parent were issued, reserved forissuance or outstanding.  All outstandingshares of the capital stock of the Parent are, and all such shares that may beissued prior to the date hereof will be when issued, duly authorized, validlyissued, fully paid and non-assessable and not subject to or issued in violationof any purchase option, call option, right of first refusal, preemptive right,subscription right or any similar right under any provision of the NevadaBusiness Corporation Act, the Parent Charter, the Parent Bylaws or any Contractto which the Parent is a party or otherwise bound.  There are no bonds, debentures, notes orother indebtedness of the Parent having the right to vote (or convertible into,or exchangeable for, securities having the right to vote) on any matters onwhich holders of Parent Stock may vote (“Voting Parent Debt”).  Except in connection with the Transactions,as of the date of this Agreement, there are no options, warrants, rights,convertible or exchangeable securities, “phantom” stock rights, stockappreciation rights, stock-based performance units, commitments, Contracts,arrangements or undertakings of any kind to which the Parent is a party or bywhich it is bound (i) obligating the Parent to issue, deliver or sell, orcause to be issued, delivered or sold, additional shares of capital stock orother equity interests in, or any security convertible or exercisable for orexchangeable into any capital stock of or other equity interest in, the Parentor any Voting Parent Debt, (ii) obligating the Parent to issue, grant,extend or enter into any such option, warrant, call, right, security,commitment, Contract, arrangement or undertaking or (iii) that give anyperson the right to receive any economic benefit or right similar to or derivedfrom the economic benefits and rights occurring to holders of the capital stockof the Parent.  As of the date of this 

 

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Agreement, there are nooutstanding contractual obligations of the Parent to repurchase, redeem orotherwise acquire any shares of capital stock of the Parent.   The Parent is not a party to any agreementgranting any security holder of the Parent the right to cause the Parent toregister shares of the capital stock or other securities of the Parent held bysuch security holder under the Securities Act. The stockholder list provided to the Company is a current stockholderlist generated by its stock transfer agent, and such list accurately reflectsall of the issued and outstanding shares of the Parent Stock as at the Closing.

 

SECTION 4.04.                                                           Authority; Execution and Delivery; Enforceability.  The execution and delivery bythe Parent of this Agreement and the consummation by the Parent of theTransactions have been duly authorized and approved by the Board of Directorsof the Parent and no other corporate proceedings on the part of the Parent arenecessary to authorize this Agreement and the Transactions. This Agreementconstitutes a legal, valid and binding obligation of the Parent, enforceableagainst the Parent in accordance with the terms hereof.

 

SECTION 4.05.                                                           No Conflicts; Consents.

 

(a)                                 The execution and delivery by the Parent of this Agreement, does not, andthe consummation of Transactions and compliance with the terms hereof andthereof will not, conflict with, or result in any violation of or default (withor without notice or lapse of time, or both) under, or give rise to a right oftermination, cancellation or acceleration of any obligation or to loss of amaterial benefit under, or to increased, additional, accelerated or guaranteedrights or entitlements of any person under, or result in the creation of anyLien upon any of the properties or assets of the Parent under, any provision of(i) the Parent Charter or Parent Bylaws, (ii) any material Contractto which the Parent is a party or by which any of its properties or assets isbound or (iii) subject to the filings and other matters referred to in Section 4.05(b),any material Judgment or material Law applicable to the Parent or itsproperties or assets, other than, in the case of clauses (ii) and (iii) above,any such items that, individually or in the aggregate, have not had and wouldnot reasonably be expected to have a Parent Material Adverse Effect.

 

(b)                                 No Consent of, or registration, declaration or filing with, or permitfrom, any Governmental Entity is required to be obtained or made by or withrespect to the Parent in connection with the execution, delivery andperformance of this Agreement or the consummation of the Transactions, otherthan the (A) filing with the SEC of reports under Sections 13 and 16 ofthe Exchange Act, and (B) filings under state “blue sky” laws, as each maybe required in connection with this Agreement and the Transactions.

 

SECTION 4.06.                                                           SEC Documents; Undisclosed Liabilities.

 

(a)                                 The Parent has filed all Parent SEC Documents since January 1, 2006,pursuant to Sections 13 and 15 of the Exchange Act, as applicable (the “ParentSEC Documents”).

 

(b)                                 As of its respective filing date, each Parent SEC Document complied inall material respects with the requirements of the Exchange Act and the rules andregulations of the SEC promulgated thereunder applicable to such Parent SECDocument, and did not contain any untrue statement of a material fact or omitto state a material fact required to be stated therein or 

 

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necessary in order to makethe statements therein, in light of the circumstances under which they weremade, not misleading.  Except to theextent that information contained in any Parent SEC Document has been revisedor superseded by a later filed Parent SEC Document, none of the Parent SECDocuments contains any untrue statement of a material fact or omits to stateany material fact required to be stated therein or necessary in order to makethe statements therein, in light of the circumstances under which they weremade, not misleading.  The financialstatements of the Parent included in the Parent SEC Documents comply as to formin all material respects with applicable accounting requirements and thepublished rules and regulations of the SEC with respect thereto, have beenprepared in accordance with the U.S. generally accepted accounting principles (“GAAP”)(except, in the case of unaudited statements, as permitted by the rules andregulations of the SEC) applied on a consistent basis during the periodsinvolved (except as may be indicated in the notes thereto) and fairly presentthe financial position of Parent as of the dates thereof and the results of itsoperations and cash flows for the periods shown (subject, in the case ofunaudited statements, to normal year-end audit adjustments).

 

(c)                                  Except as set forth in the Parent SEC Documents, the Parent has noliabilities or obligations of any nature (whether accrued, absolute, contingentor otherwise) required by GAAP to be set forth on a balance sheet of the Parentor in the notes thereto.  The ParentDisclosure Schedule sets forth all financial and contractual obligations andliabilities (including any obligations to issue capital stock or othersecurities of the Parent) due after the date hereof.  As of the date hereof, all liabilities of theParent have been paid off and shall in no event remain liabilities of theParent, the Company or the Shareholders following the Closing.

 

SECTION 4.07.                                                           Information Supplied.  None of the information supplied or to besupplied by the Parent for inclusion or incorporation by reference in any SECfiling or report contains any untrue statement of a material fact or omits tostate any material fact required to be stated therein or necessary in order tomake the statements therein, in light of the circumstances under which they aremade, not misleading.

 

SECTION 4.08.                                                           Absence of Certain Changes or Events.  Except as disclosed in the filed Parent SECDocuments or in the Parent Disclosure Schedule, from the date of the mostrecent audited financial statements included in the filed Parent SEC Documentsto the date of this Agreement, the Parent has conducted its business only inthe ordinary course, and during such period there has not been:

 

(a)                                 any change in the assets, liabilities, financial condition or operatingresults of the Parent from that reflected in the Parent SEC Documents, exceptchanges in the ordinary course of business that have not caused, in theaggregate, a Parent Material Adverse Effect;

 

(b)                                 any damage, destruction or loss, whether or not covered by insurance,that would have a Parent Material Adverse Effect;

 

(c)                                  any waiver or compromise by the Parent of a valuable right or of amaterial debt owed to it;

 

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(d)                                 any satisfaction or discharge of any lien, claim, or encumbrance orpayment of any obligation by the Parent, except in the ordinary course ofbusiness and the satisfaction or discharge of which would not have a ParentMaterial Adverse Effect;

 

(e)                                  any material change to a material Contract by which the Parent or any ofits assets is bound or subject;

 

(f)                                   any material change in any compensation arrangement or agreement with anyemployee, officer, director or stockholder;

 

(g)                                  any resignation or termination of employment of any officer of theParent;

 

(h)                                 any mortgage, pledge, transfer of a security interest in, or lien,created by the Parent, with respect to any of its material properties orassets, except liens for taxes not yet due or payable and liens that arise inthe ordinary course of business and do not materially impair the Parent’sownership or use of such property or assets;

 

(i)                                     any loans or guarantees made by the Parent to or for the benefit of itsemployees, officers or directors, or any members of their immediate families,other than travel advances and other advances made in the ordinary course ofits business;

 

(j)                                    any declaration, setting aside or payment or other distribution inrespect of any of the Parent’s capital stock, or any direct or indirectredemption, purchase, or other acquisition of any of such stock by the Parent;

 

(k)                                 any alteration of the Parent’s method of accounting or the identity ofits auditors;

 

(l)                                     any issuance of equity securities to any officer, director or affiliate,except pursuant to existing Parent stock option plans; or

 

(m)                             any arrangement or commitment by the Parent to do any of the thingsdescribed in this Section 4.08.

 

SECTION 4.09.                                                           Taxes.

 

(a)                                 The Parent has timely filed, or has caused to be timely filed on itsbehalf, all Tax Returns required to be filed by it, and all such Tax Returnsare true, complete and accurate, except to the extent any failure to file, anydelinquency in filing or any inaccuracies in any filed Tax Returns,individually or in the aggregate, have not had and would not reasonably beexpected to have a Parent Material Adverse Effect.  All Taxes shown to be due on such TaxReturns, or otherwise owed, has been timely paid, except to the extent that anyfailure to pay, individually or in the aggregate, has not had and would notreasonably be expected to have a Parent Material Adverse Effect.

 

(b)                                 The most recent financial statements contained in the Parent SECDocuments reflect an adequate reserve for all Taxes payable by the Parent (inaddition to any reserve for deferred Taxes to reflect timing differences betweenbook and Tax items) for all 

 

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Taxable periods andportions thereof through the date of such financial statements.  No deficiency with respect to any Taxes hasbeen proposed, asserted or assessed against the Parent, and no requests forwaivers of the time to assess any such Taxes are pending, except to the extentany such deficiency or request for waiver, individually or in the aggregate,has not had and would not reasonably be expected to have a Parent MaterialAdverse Effect.

 

(c)                                  There are no Liens for Taxes (other than for current Taxes not yet dueand payable) on the assets of the Parent. The Parent is not bound by any agreement with respect to Taxes.

 

SECTION 4.10.                                                           Litigation.  Except as disclosed in the Parent SECDocuments, there is no Action which (i) adversely affects or challengesthe legality, validity or enforceability of any of this Agreement or the ParentStock or (ii) could, if there were an unfavorable decision, individuallyor in the aggregate, have or reasonably be expected to result in a ParentMaterial Adverse Effect.  Neither theParent nor any director or officer thereof (in his or her capacity as such), isor has been the subject of any Action involving a claim or violation of orliability under federal or state securities laws or a claim of breach offiduciary duty.

 

SECTION 4.11.                                                           Compliance with Applicable Laws.  Except as disclosed in the Parent SECDocuments, the Parent is in compliance with all applicable Laws, including thoserelating to occupational health and safety, the environment, export controls,trade sanctions and embargoes, except for instances of noncompliance that,individually and in the aggregate, have not had and would not reasonably beexpected to have a Parent Material Adverse Effect.  Except as set forth in the Parent SECDocuments, the Parent has not received any written communication during thepast two years from a Governmental Entity that alleges that the Parent is notin compliance in any material respect with any applicable Law.  The Parent is in material compliance with alleffective requirements of the Sarbanes-Oxley Act of 2002, as amended, and the rules andregulations thereunder, that are applicable to it, except where suchnoncompliance could not have or reasonably be expected to result in a ParentMaterial Adverse Effect.

 

SECTION 4.12.                                                           Contracts.  Except as disclosed in the Parent SECDocuments, there are no Contracts that are material to the business,properties, assets, condition (financial or otherwise), results of operationsor prospects of the Parent taken as a whole. The Parent is not in violation of or in default under (nor does thereexist any condition which upon the passage of time or the giving of noticewould cause such a violation of or default under) any Contract to which it is aparty or by which it or any of its properties or assets is bound, except forviolations or defaults that would not, individually or in the aggregate,reasonably be expected to result in a Parent Material Adverse Effect.

 

SECTION 4.13.                                                           Title to Properties.  The Parent has good title to, or validleasehold interests in, all of its properties and assets used in the conduct ofits businesses.  All such assets andproperties, other than assets and properties in which the Parent has leaseholdinterests, are free and clear of all Liens and except for Liens that, in theaggregate, do not and will not materially interfere with the ability of theParent to conduct business as currently conducted.  The Parent has complied in all materialrespects with the terms of all material leases to which it is a party and underwhich it is in occupancy, and all such leases are in full force andeffect.  The Parent enjoys peaceful andundisturbed possession under all such material leases.

 

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SECTION 4.14.                                                           Application of Takeover Protections.  The Parent has taken all necessary action, ifany, in order to render inapplicable any control share acquisition, businesscombination, poison pill (including any distribution under a rights agreement)or other similar anti-takeover provision under the Parent’s charter documentsor the laws of its state of incorporation that is or could become applicable tothe Shareholders as a result of the Shareholders and the Parent fulfillingtheir obligations or exercising their rights under this Agreement, including,without limitation, the issuance of the Parent Stock and the Shareholders’ownership of the Parent Stock.

 

SECTION 4.15.                                                           No Additional Agreements.  The Parent does not have any agreement orunderstanding with the Shareholders with respect to the Transactions other thanas specified in this Agreement.

 

SECTION 4.16.                                                           Disclosure.  The Parent confirms that neither it nor anyperson acting on its behalf has provided any Shareholder or its respectiveagents or counsel with any information that the Parent believes constitutesmaterial, non-public information except insofar as the existence and terms ofthe proposed transactions hereunder may constitute such information and exceptfor information that will be disclosed by the Parent under a current report on Form 8-Kfiled after the Closing.  All disclosureprovided to the Shareholders regarding the Parent, its business and thetransactions contemplated hereby, furnished by or on behalf of the Parent(including the Parent’s representations and warranties set forth in thisAgreement) are true and correct and do not contain any untrue statement of amaterial fact or omit to state any material fact necessary in order to make thestatements made therein, in light of the circumstances under which they weremade, not misleading.

 

SECTION 4.17.                                                           Certain Registration Matters.  Except as specified in the Parent SECDocuments, the Parent has not granted or agreed to grant to any person anyrights (including “piggy-back” registration rights) to have any securities ofthe Parent registered with the SEC or any other governmental authority thathave not been satisfied.

 

SECTION 4.18.                                                           Listing and Maintenance Requirements.  The Parent is, and has no reason to believethat it will not in the foreseeable future continue to be, in compliance withthe listing and maintenance requirements for continued listing of the ParentStock on the trading market on which the Parent Stock are currently listed orquoted.  The issuance and sale of theParent Stock under this Agreement does not contravene the rules andregulations of the trading market on which the Parent Stock are currentlylisted or quoted, and no approval of the stockholders of the Parent is requiredfor the Parent to issue and deliver to the Shareholders the Parent Stockcontemplated by this Agreement.

 

SECTION 4.19.                                                           No Undisclosed Events, Liabilities, Developments or Circumstances.  No event, liability, developmentor circumstance has occurred or exists, or is contemplated to occur withrespect to the Parent, its subsidiaries or their respective businesses,properties, prospects, operations or financial condition, that would berequired to be disclosed by the Parent under applicable securities laws on aregistration statement on Form S-1 filed with the SEC relating to anissuance and sale by the Parent of its Parent Stock and which has not beenpublicly announced.

 

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SECTION 4.20.                                                           Foreign Corrupt Practices.  Neither the Parent, nor to the Parent’sknowledge, any director, officer, agent, employee or other person acting onbehalf of the Parent has, in the course of its actions for, or on behalf of,the Parent (i) used any corporate funds for any unlawful contribution,gift, entertainment or other unlawful expenses relating to political activity; (ii) madeany direct or indirect unlawful payment to any foreign or domestic governmentofficial or employee from corporate funds; (iii) violated or is inviolation of any provision of the U.S. Foreign Corrupt Practices Act of 1977,as amended; or (iv) made any unlawful bribe, rebate, payoff, influencepayment, kickback or other unlawful payment to any foreign or domesticgovernment official or employee.

 

ARTICLE V

 

Deliveries

 

SECTION 5.01.                                                           Deliveries of the Shareholders.

 

(a)                                 Concurrently herewith the Shareholders are delivering to the Parent thisAgreement executed by the Shareholders.

 

(b)                                 At or prior to the Closing, the Shareholders shall deliver to the Parent:

 

(i)                                     certificates representing its Company Shares; and

 

(ii)                                  this Agreement which shall constitute a duly executed share transferpower for transfer by the Shareholders of their Company Shares to the Parent(which Agreement shall constitute a limited power of attorney in the Parent orany officer thereof to effectuate any Share transfers as may be required underapplicable law, including, without limitation, recording such transfer in theshare registry maintained by the Company for such purpose).

 

SECTION 5.02.                    Deliveries of the Parent.

 

(a)                                 Concurrently herewith, the Parent is delivering to the Shareholders andto the Company, a copy of this Agreement executed by the Parent.

 

(b)                                 At or prior to the Closing, the Parent shall deliver to the Company:

 

(i)                                     a certificate from the Parent, signed by its Secretary or AssistantSecretary certifying that the attached copies of the Parent Charter, ParentBylaws and resolutions of the Board of Directors of the Parent approving thisAgreement and the transactions contemplated hereunder, are all true, completeand correct and remain in full force and effect;

 

(ii)                                  a letter of resignation of each of Erik Ulsteen, Stale Werner Nielsen andBjorn Rene Singdahlsen from all offices each holds with the Parent and asdirectors of the Parent;

 

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(iii)                               an executed Escrow Agreement and evidence that the Ulsteen Shares havebeen deposited into the escrow account;

 

(iv)                              evidence of the election of Timothy L. Algier, Richard Sohn and JerryKammerer as directors of the Parent effective upon the Closing; and

 

(v)                                 evidence of the election of Timothy L. Algier as Chief Executive Officerand President, Richard Sohn as Chief Operations Officer of Asia Operations andJerry Kammerer as Chief Technical Officer, Vice President effective upon theClosing.

 

(c)                                  Promptly following the Closing, the Parent shall deliver to theShareholders, certificates representing the new shares of Parent Stock issuedto the Shareholders set forth on Exhibit A.

 

SECTION 5.03.                                                                 Deliveries of the Company.

 

(a)                                  Concurrently herewith, the Company is delivering to the Parent thisAgreement executed by the Company and the Escrow Agreement executed by theCompany.

 

(b)                                 At or prior to the Closing, the Company shall deliver to the Parent acertificate from the Company, signed by its Secretary or Assistant Secretarycertifying that the attached copies of the Company’s Charter Documents andresolutions of the Board of Directors of the Company approving this Agreementand the Transactions, are all true, complete and correct and remain in fullforce and effect.

 

ARTICLE VI

 

Conditionsto Closing

 

SECTION 6.01.                                                                 Shareholders and Company Conditions Precedent.  Theobligations of the Shareholders and the Company to enter into and complete theClosing is subject, at the option of the Shareholders and the Company, to thefulfillment on or prior to the Closing Date of the following conditions.

 

(a)                                  Representations and Covenants. The representations and warranties of theParent contained in this Agreement shall be true in all material respects onand as of the Closing Date with the same force and effect as though made on andas of the Closing Date.  The Parent shallhave performed and complied in all material respects with all covenants andagreements required by this Agreement to be performed or complied with by theParent on or prior to the Closing Date. The Parent shall have delivered to the Shareholder and the Company, acertificate, dated the Closing Date, to the foregoing effect.

 

(b)                                 Litigation.  No action,suit or proceeding shall have been instituted before any court or governmentalor regulatory body or instituted or threatened by any governmental orregulatory body to restrain, modify or prevent the carrying out of theTransactions or to seek damages or a discovery order in connection with such Transactions,or which has or may have, in 

 

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thereasonable opinion of the Company or the Shareholders, a materially adverseeffect on the assets, properties, business, operations or condition (financial orotherwise) of the Parent or the Company.

 

(c)                                  No Material Adverse Change.  There shall not have been any occurrence,event, incident, action, failure to act, or transaction since December 31,2009 which has had or is reasonably likely to cause a Parent Material AdverseEffect.

 

(d)                                 Post-Closing Capitalization.  At, and immediately after, the Closing, theauthorized capitalization, and the number of issued and outstanding shares ofcapital stock of the Company and the Parent, on a fully-diluted basis, shall beas described in the Company Disclosure Schedule.

 

(e)                                  SEC Reports.  The Parent shall have filed all reports andother documents required to be filed by Parent under the U.S. federalsecurities laws through the Closing Date.

 

(f)                                    OTCBB Quotation.  The Parent shall have maintained its statusas a Company whose common stock is quoted on the Over-the-Counter BulletinBoard and no reason shall exist as to why such status shall not continueimmediately following the Closing.

 

(g)                                 Deliveries.  Thedeliveries specified in Section 5.02 shall have been made by the Parent.

 

(h)                                 No Suspensions of Trading in Parent Stock;Listing.  Trading in the Parent Stock shall not havebeen suspended by the SEC or any trading market (except for any suspensions oftrading of not more than one trading day solely to permit dissemination ofmaterial information regarding the Parent) at any time since the date ofexecution of this Agreement, and the Parent Stock shall have been at all timessince such date listed for trading on a trading market.

 

(i)                                     Satisfactory Completion of Due Diligence.  TheCompany and the Shareholders shall have completed their legal, accounting andbusiness due diligence of the Parent and the results thereof shall besatisfactory to the Company and the Shareholders in their sole and absolutediscretion.

 

SECTION 6.02.                                                                 Parent Conditions Precedent.  Theobligations of the Parent to enter into and complete the Closing are subject,at the option of the Parent, to the fulfillment on or prior to the Closing Dateof the following conditions, any one or more of which may be waived by theParent in writing.

 

(a)                                  Representations and Covenants.  Therepresentations and warranties of the Shareholders and the Company contained inthis Agreement shall be true in all material respects on and as of the ClosingDate with the same force and effect as though made on and as of the ClosingDate.  The Shareholders and the Companyshall have performed and complied in all material respects with all covenantsand agreements required by this Agreement to be performed or complied with bythe Shareholders and the Company on or prior to the Closing Date.  The Company shall have delivered to theParent, if requested, a certificate, dated the Closing Date, to the foregoingeffect.

 

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(b)                                 Litigation.  No action,suit or proceeding shall have been instituted before any court or governmentalor regulatory body or instituted or threatened by any governmental orregulatory body to restrain, modify or prevent the carrying out of theTransactions or to seek damages or a discovery order in connection with suchTransactions, or which has or may have, in the reasonable opinion of theParent, a materially adverse effect on the assets, properties, business, operationsor condition (financial or otherwise) of the Parent.

 

(c)                                  No Material Adverse Change.  There shall not have been any occurrence,event, incident, action, failure to act, or transaction since May 27, 2008(date of inception) which has had or is reasonably likely to cause a CompanyMaterial Adverse Effect.

 

(d)                                 Deliveries.  Thedeliveries specified in Section 5.01 and Section 5.03 shall have beenmade by the Shareholders and the Company, respectively.

 

(e)                                  Post-Closing Capitalization.  At, and immediately after, the Closing, theauthorized capitalization, and the number of issued and outstanding shares ofthe Company and the Parent, on a fully-diluted basis, shall be described in theCompany Disclosure Schedule.

 

(f)                                    Satisfactory Completion of Due Diligence.  The Parent shall have completed its legal,accounting and business due diligence of the Company and the results thereofshall be satisfactory to the Parent in its sole and absolute discretion.

 

ARTICLE VII

 

Covenants

 

SECTION 7.01.                                                                 Public Announcements.  The Parent and the Company will consult witheach other before issuing, and provide each other the opportunity to review andcomment upon, any press releases or other public statements with respect to theAgreement and the Transactions and shall not issue any such press release ormake any such public statement prior to such consultation, except as may berequired by applicable Law, court process or by obligations pursuant to anylisting agreement with any national securities exchanges.

 

SECTION 7.02.                                                                 Fees and Expenses.  All fees and expenses incurred in connectionwith this Agreement shall be paid by the Party incurring such fees or expenses,whether or not this Agreement is consummated.

 

SECTION 7.03.                                                                 Continued Efforts.  Each Party shall use commercially reasonableefforts to (a) take all action reasonably necessary to consummate theTransactions, and (b) take such steps and do such acts as may be necessaryto keep all of its representations and warranties true and correct as of the ClosingDate with the same effect as if the same had been made, and this Agreement hadbeen dated, as of the Closing Date.

 

SECTION 7.04.                                                                 Exclusivity.  Each of the Parent and the Company shall not(and shall not cause or permit any of their affiliates to) engage in any discussionsor negotiations with any person or take any action that would be inconsistentwith the Transactions and that has the effect of avoiding the Closingcontemplated hereby.  Each of the Parentand the Company shall 

 

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notify each otherimmediately if any person makes any proposal, offer, inquiry, or contact withrespect to any of the foregoing.

 

SECTION 7.05.                                                                 Filing of 8-K and Press Release.  The Parent shall file, no later than four (4) businessdays of the Closing Date, a current report on Form 8-K and attach asexhibits all relevant agreements with the SEC disclosing the terms of thisAgreement and other requisite disclosure regarding the Transactions.

 

SECTION 7.06.                                                                 Access.  Each Party shall permit representatives ofany other Party to have full access to all premises, properties, personnel,books, records (including Tax records), contracts, and documents of orpertaining to such Party.

 

SECTION 7.07.                                                                 Preservation of Business.  From the date of this Agreement until theClosing Date, the Company and the Parent shall operate only in the ordinary andusual course of business consistent with their respective past practices(provided, however, that Parent shall not issue any securities without the priorwritten consent of the Company), and shall use reasonable commercial efforts to(a) preserve intact their respective business organizations, (b) preservethe good will and advantageous relationships with customers, suppliers,independent contractors, employees and other persons material to the operationof their respective businesses, and (c) not permit any action or omissionthat would cause any of their respective representations or warranties contained herein to become inaccurate orany of their respective covenants to be breached in any material respect.

 

ARTICLE VIII

 

Miscellaneous

 

SECTION 8.01.                                                                 Notices.  All notices, requests, claims, demands andother communications under this Agreement shall be in writing and shall bedeemed given upon receipt by the Parties at the following addresses (or at suchother address for a Party as shall be specified by like notice):

 

Ifto the Parent, to:

 

KabeExploration Inc.

5050Avenida Encinas, Suite 270

Carlsbad,CA 92008

Telephone:760-931-1048

Facsimile:760-931-1099

 

witha copy to:

 

SichenziaRoss Friedman Ference, LLP

61Broadway, Suite 32

NewYork, New York 10006

Attention:  Jeffrey Fessler, Esq.

Facsimile(212) 202-7735

 

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If to the Company, to:

 

CentiuumHoldings Inc.

14Monarch Bay Plaza, Suite 369

MonarchBay, CA 92629-3424

Facsimile:949-429-8503

 

Ifto the Shareholders at the addresses set forth in Exhibit A hereto.

 

SECTION 8.02.                                                                 Amendments; Waivers; No Additional Consideration.  No provision of this Agreementmay be waived or amended except in a written instrument signed by the Company,Parent and the Shareholders.  No waiverof any default with respect to any provision, condition or requirement of thisAgreement shall be deemed to be a continuing waiver in the future or a waiverof any subsequent default or a waiver of any other provision, condition orrequirement hereof, nor shall any delay or omission of any Party to exerciseany right hereunder in any manner impair the exercise of any such right.

 

SECTION 8.03.                                                                 Replacement of Securities.  If any certificate or instrument evidencingany Parent Stock is mutilated, lost, stolen or destroyed, the Parent shallissue or cause to be issued in exchange and substitution for and uponcancellation thereof, or in lieu of and substitution therefore, a newcertificate or instrument, but only upon receipt of evidence reasonablysatisfactory to the Parent of such loss, theft or destruction and customary andreasonable indemnity, if requested.  Theapplicants for a new certificate or instrument under such circumstances shallalso pay any reasonable third-party costs associated with the issuance of suchreplacement Parent Stock.  If areplacement certificate or instrument evidencing any Parent Stock is requesteddue to a mutilation thereof, the Parent may require delivery of such mutilatedcertificate or instrument as a condition precedent to any issuance of areplacement.

 

SECTION 8.04.                                                                 Remedies.  In addition to being entitled to exercise allrights provided herein or granted by law, including recovery of damages, theShareholders, Parent and the Company will be entitled to specific performanceunder this Agreement.  The Parties agreethat monetary damages may not be adequate compensation for any loss incurred byreason of any breach of obligations described in the foregoing sentence andhereby agrees to waive in any action for specific performance of any suchobligation the defense that a remedy at law would be adequate.

 

SECTION 8.05.                                                                 Limitation of Liability.  Notwithstanding anything herein to thecontrary, each of the Parent and the Company acknowledge and agree that theliability of the  Shareholders arisingdirectly or indirectly, under any transaction document of any and every naturewhatsoever shall be satisfied solely out of the assets of the Shareholders, andthat no trustee, officer, other investment vehicle or any other affiliate ofthe Shareholders or any investor, shareholder or holder of shares of beneficialinterest of the Shareholders shall be personally liable for any liabilities ofthe Shareholders.

 

SECTION 8.06.                                                                 Interpretation.  When a reference is made in this Agreement toa Section, such reference shall be to a Section of this Agreement unlessotherwise indicated.

 

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Whenever the words “include,”“includes” or “including” are used in this Agreement, they shall be deemed tobe followed by the words “without limitation.”

 

SECTION 8.07.                                                                 Severability.  If any term or other provision of thisAgreement is invalid, illegal or incapable of being enforced by any rule orLaw, or public policy, all other conditions and provisions of this Agreementshall nevertheless remain in full force and effect so long as the economic orlegal substance of the Transactions contemplated hereby is not affected in anymanner materially adverse to any Party. Upon such determination that any term or other provision is invalid,illegal or incapable of being enforced, the Parties shall negotiate in goodfaith to modify this Agreement so as to effect the original intent of theParties as closely as possible in an acceptable manner to the end thatTransactions contemplated hereby are fulfilled to the extent possible.

 

SECTION 8.08.                                                                 Counterparts; Facsimile Execution.  This Agreement may be executed in one or morecounterparts, all of which shall be considered one and the same agreement andshall become effective when one or more counterparts have been signed by eachof the Parties and delivered to the other Parties.  Facsimile execution and delivery of thisAgreement is legal, valid and binding for all purposes.

 

SECTION 8.09.                                                                 Entire Agreement; Third Party Beneficiaries. This Agreement, taken together with the Company Disclosure Schedule andthe Parent Disclosure Schedule, (a) constitute the entire agreement, andsupersede all prior agreements and understandings, both written and oral, amongthe Parties with respect to the Transactions and (b) are not intended toconfer upon any person other than the Parties any rights or remedies.

 

SECTION 8.10.                                                                 Governing Law.  This Agreement shall be governed by, andconstrued in accordance with, the internal laws of the State of New York,without reference to principles of conflicts of laws.  Any action or proceeding brought for thepurpose of enforcement of any term or provision of this Agreement shall bebrought only in the Federal or state courts sitting in New York, New York, andthe parties hereby waive any and all rights to trial by jury.

 

SECTION 8.11.                                                                 Assignment.  Neither this Agreement nor any of the rights,interests or obligations under this Agreement shall be assigned, in whole or inpart, by operation of law or otherwise by any of the Parties without the priorwritten consent of the other Parties. Any purported assignment without such consent shall be void.  Subject to the preceding sentences, thisAgreement will be binding upon, inure to the benefit of, and be enforceable by,the Parties and their respective successors and assigns.

 

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IN WITNESS WHEREOF, the parties hereto have executed anddelivered this Share Exchange Agreement as of the date first above written.

 
| The  Parent:       |                             |
|--------------------|----------------------------------|
|               | **KABE  EXPLORATION, INC.** |
|               | ** **                       |
|               |                             |
|               | By:                              | /s/  Erik Ulsteen |
|               | Name:                            | Erik  Ulsteen |
|               | Title:                           | CEO |
|               |                             |   |
|               |                             |   |
| The  Company:      |                             |   |
|               | **CENTIUUM  HOLDINGS INC.**      |
|               | ** **                       |
|               |                             |   |
|               | By:                              | /s/  Timothy L. Algier |
|               | Name:                            | Timothy  L. Algier |
| ** **         | Title:                           | President |
|               |                             |   |
|               | By:                              | /s/  Richard Sohn |
|               | Name:                            | Richard  Sohn |
| ** **         | Title:                           | Chief  Operating Officer |
| ** **         |                             |   |
|               |                             |   |
| The  Shareholders: |                             |   |
|               |                             |   |
|               |                             |   |
|               | By:                              | /s/  Timothy L. Algier |
|               | Name:                            | Timothy  L. Algier |
|               | Title:                           | President |
|               |                             |   |
|               |                             |   |
|               | By:                              | /s/  Richard Sohn |
|               | Name:                            | Richard  Sohn |
|               | Title:                           | Chief  Operating Officer |

 

[*Signature Page toShare Exchange Agreement*]

 

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**EXHIBIT A**

 

**Shareholders of Centiuum Holdings Inc.**

** **
| **Name  and Address of   Shareholder** | ** ** | **Tax ID Number of  Shareholder (if  Applicable)** | ** ** | **Number of Company  Shares Being Exchanged** | ** ** | **Number of Shares of   Parent Stock to be   Received by   Shareholder** | ** ** |
|----------------------------------------|------------|----------------------------------------------------|------------|-----------------------------------------------|------------|--------------------------------------------------------------------------|------------|
|                                   |       |                                               |       |                                          |       |                                                                     |       |
| Timothy L. Algier                      |       |                                               |       | 400                                           |       | 5,000,000                                                                |       |
| Richard Sohn                           |       |                                               |       | 600                                           |       | 5,000,000                                                                |       |

 

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