Filed by sedaredgar.com - Global Health Ventures Inc. - Exhibit 10.1






SHARE EXCHANGE AGREEMENT 

THIS AGREEMENT made effective the 12th day of June, 2009


BETWEEN: 


  
    
      
        <>, of <> 

        (the “Vendor”) 

      

    

  



AND: 


  
    
      
        GLOBAL HEALTH VENTURES INC., of Suite 1 –
          8755 Ash Street, Vancouver, B.C., V6P 6T3 

        (“Global”) 

      

    

  



WHEREAS: 

	A. 	
      The Vendor is the registered and beneficial owner of
      <> Common shares (the “Shares”) of <> (the
  “Company”);

	 	 
	B. 	
      The Vendor has invested $<> CDN (or $<> USD)
      in <> to obtain <> Common Shares of <> (Certificate
      #<>);

	 	 
	C. 	
      Global wishes to acquire the Shares in exchange for
      common shares in Global; and

	 	 
	D. 	
      The Vendor agrees to transfer all of the Shares to Global
      subject to the terms and conditions contained
herein.



    
        NOW THEREFORE THIS AGREEMENT
WITNESSES that for good and valuable consideration the parties agree as follows:


1.          The
Vendor hereby sells the Shares of <> to Global and Global hereby buys the
Shares from the Vendor on the date of this Agreement for <> common shares
in Global (the “Purchase Shares”). 


	Invested 	$<> 
	 	 
	Investment appreciated 	$<> 
	 	 
	Total Value of investment 	$<> CDN 
	 	 
	Value of Investment in USD (exchange rate
      of $<>) 	$<> USD 
	 	 
	Number of shares of Global @
      US$<>/share 	<> shares





	2. 	
      Concurrently with the execution and delivery of this
      Agreement:

	 	 	 
		(a) 	
      Global will deliver to the Vendor a share certificate in
      the name of the Vendor for <> common shares in the Purchase as full
      payment for the Shares;







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	 	(b) 	
      the Vendor will deliver to Global share certificate(s)
      number <> representing the Shares; and

	 	 	 
	 	(c) 	
      the Vendor will deliver to Global an Instrument of
      Transfer duly endorsing for transfer the Shares to
  Global.




	3. 	
      The Vendor covenants with Global that:

	 	 	 
		(a) 	
      the Vendor is the legal and beneficial owner of the
      Shares which are free and clear of any charge, equity or claim of any kind
      or nature whatsoever, and no person firm or corporation has any agreement
      or option or right capable of becoming an agreement for the purchase of
      any of the Shares; and

	 	 	 
		(b) 	
      the Vendor has good and sufficient right and authority to
      enter into this Agreement on the terms and conditions herein set forth and
      to transfer the legal and beneficial title and ownership of the Shares to
      Global.



4.          In
this Agreement, words importing the singular number include the plural and vice
versa and words importing the masculine, feminine or neuter genders include the
masculine, feminine and neuter genders. 

5.          At the
request of either party to this Agreement, the other party will do, sign and
execute all deeds, documents, transfers, assignments, agreements for sale,
assurances, acts, matters and things required to be done, signed and executed by
such party for the purpose of more effectually carrying out the provisions of
this Agreement. 

6.          This
Agreement will enure to the benefit of and will be binding upon the parties to
this Agreement and their respective heirs, personal representatives, successors
and assigns. 

7.          Time
will be of the essence of this Agreement. 

8.          All
references to money in this Agreement are references to Canadian currency,
unless otherwise specified. 

             
IN WITNESS WHEREOF the Vendor and Purchaser have duly executed this agreement as
of the day and year first above written. 

	SIGNED in the presence of: 	) 	  
	  	) 	  
	  	) 	  
	Signature 	) 	  
	  	) 	  
	Print Name 	) 	 
    
	  	) 	<> 
	Address 	) 	  
	  	) 	  
	Occupation 	) 	  






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GLOBAL HEALTH VENTURES INC. 

 

Per:     
________________________________________
            
Authorized Signatory 




- 4 - 

GLOBAL HEALTH VENTURES INC.

CERTIFICATE OF NON-U.S. SHAREHOLDER 

In connection with the closing of that certain Share Exchange
Agreement dated June 12, 2009 (the “Agreement”) between Global Health
Ventures Inc. (“Pubco”) and the undersigned with respect to the exchange
of all of the shares of Posh Cosmeceuticals Inc. (“Priveco”) held by the
undersigned for common shares of Pubco (the “Pubco Shares”), the
undersigned is required to deliver the following certificate (the
“Certificate”) to Pubco prior to the issuance of the Pubco Shares to the
undersigned in accordance with the terms of the Agreement. Accordingly, the
undersigned hereby agrees, acknowledges, represents and warrants that: 

              1.         
the undersigned is not a “U.S. Person” as such term is defined by Rule 902 of
Regulation S under the United States Securities Act of 1933, as amended
(“U.S. Securities Act”) (the definition of which includes, but is not
limited to, an individual resident in the U.S. and an estate or trust of which
any executor or administrator or trust, respectively is a U.S. Person and any
partnership or corporation organized or incorporated under the laws of the
U.S.); 

              2.         
none of the Pubco Shares have been or will be registered under the U.S.
Securities Act, or under any state securities or “blue sky” laws of any state of
the United States, and may not be offered or sold in the United States or,
directly or indirectly, to U.S. Persons, as that term is defined in Regulation
S, except in accordance with the provisions of Regulation S or pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and in compliance with any applicable
state and foreign securities laws; 

              3.         
the undersigned understands and agrees that offers and sales of any of the Pubco
Shares prior to the expiration of a period of six months after the date of
original issuance of the Pubco Shares (the six month period hereinafter referred
to as the “Distribution Compliance Period”) shall only be made in
compliance with the safe harbor provisions set forth in Regulation S, pursuant
to the registration provisions of the U.S. Securities Act or an exemption
therefrom, and that all offers and sales after the Distribution Compliance
Period shall be made only in compliance with the registration provisions of the
U.S. Securities Act or an exemption therefrom and in each case only in
accordance with applicable state and foreign securities laws; 

              4.         
the undersigned understands and agrees not to engage in any hedging transactions
involving any of the Pubco Shares unless such transactions are in compliance
with the provisions of the U.S. Securities Act and in each case only in
accordance with applicable state and provincial securities laws; 

              5.         
the undersigned is acquiring the Pubco Shares for investment only and not with a
view to resale or distribution and, in particular, it has no intention to
distribute, either directly or indirectly, any of the Pubco Shares in the United
States or to U.S. Persons; 

              6.         
the undersigned has not acquired the Pubco Shares as a result of, and will not
itself engage in, any directed selling efforts (as defined in Regulation S under
the U.S. Securities Act) in the United States in respect of the Pubco Shares
which would include any activities undertaken for the purpose of, or that could
reasonably be expected to have the effect of, conditioning the market in the
United States for the resale of any of the Pubco Shares; provided, however, that
the undersigned may sell or otherwise dispose of the Pubco Shares pursuant to
registration thereof under the U.S. Securities Act and any applicable state and
provincial securities laws or under an exemption from such registration
requirements; 




- 5 - 

              7.         
the statutory and regulatory basis for the exemption claimed for the sale of the
Pubco Shares, although in technical compliance with Regulation S, would not be
available if the offering is part of a plan or scheme to evade the registration
provisions of the U.S. Securities Act or any applicable state and provincial
securities laws; 

              8.         
Pubco has not undertaken, and will have no obligation, to register any of the
Pubco Shares under the U.S. Securities Act; 

              9.         
Pubco is entitled to rely on the acknowledgements, agreements, representations
and warranties and the statements and answers of the undersigned contained in
the Agreement and this Certificate, and the undersigned will hold harmless Pubco
from any loss or damage either one may suffer as a result of any such
acknowledgements, agreements, representations and/or warranties made by the
undersigned not being true and correct; 

              10.         
the undersigned has been advised to consult their own respective legal, tax and
other advisors with respect to the merits and risks of an investment in the
Pubco Shares and, with respect to applicable resale restrictions, is solely
responsible (and Pubco is not in any way responsible) for compliance with
applicable resale restrictions; 

              11.         
the undersigned and the undersigned’s advisor(s) have had a reasonable
opportunity to ask questions of and receive answers from Pubco in connection
with the acquisition of the Pubco Shares under the Agreement and to obtain
additional information to the extent possessed or obtainable by Pubco without
unreasonable effort or expense; 

              12.         
the books and records of Pubco were available upon reasonable notice for
inspection, subject to certain confidentiality restrictions, by the undersigned
during reasonable business hours at its principal place of business and all
documents, records and books in connection with the acquisition of the Pubco
Shares under the Agreement have been made available for inspection by the
undersigned, the undersigned’s attorney and/or advisor(s); 

             
13.          the undersigned: 

	 	(a) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable securities laws of the securities regulators having
      application in the jurisdiction in which the undersigned is resident (the
      “International Jurisdiction”) which would apply to the acquisition
      of the Pubco Shares;

	 	 	 
	 	(b) 	
      the undersigned is acquiring the Pubco Shares pursuant to
      exemptions from prospectus or equivalent requirements under applicable
      securities laws or, if such is not applicable, the undersigned is
      permitted to acquire the Pubco Shares under the applicable securities laws
      of the securities regulators in the International Jurisdiction without the
      need to rely on any exemptions;

	 	 	 
	 	(c) 	
      the applicable securities laws of the authorities in the
      International Jurisdiction do not require Pubco to make any filings or
      seek any approvals of any kind whatsoever from any securities regulator of
      any kind whatsoever in the International Jurisdiction in connection with
      the issue and sale or resale of the Pubco Shares; and

	 	 	 
	 	(d) 	
      the acquisition of the Pubco Shares by the undersigned
      does not trigger:







- 6 - 

	 	(i) 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction; or

	 	 	 
	 	(ii) 	
      any continuous disclosure reporting obligation of Pubco
      in the International Jurisdiction; and




	 	(e) 	
      the undersigned will, if requested by Pubco, deliver to
      Pubco a certificate or opinion of local counsel from the International
      Jurisdiction which will confirm the matters referred to in Sections 13(c)
      and 13(d) above to the satisfaction of Pubco, acting
  reasonably;



              14.         
the undersigned (i) is able to fend for itself in connection with the
acquisition of the Pubco Shares; (ii) has such knowledge and experience in
business matters as to be capable of evaluating the merits and risks of its
prospective investment in the Pubco Shares; and (iii) has the ability to bear
the economic risks of its prospective investment and can afford the complete
loss of such investment; 

              15.         
the undersigned is not aware of any advertisement of any of the Pubco Shares and
is not acquiring the Pubco Shares as a result of any form of general
solicitation or general advertising including advertisements, articles, notices
or other communications published in any newspaper, magazine or similar media or
broadcast over radio or television, or any seminar or meeting whose attendees
have been invited by general solicitation or general advertising; 

             
16.          no Person has made to
the undersigned any written or oral representations: 

	 	(a) 	
      that any Person will resell or repurchase any of the
      Pubco Shares;

	 	 	 
	 	(b) 	
      that any Person will refund the purchase price of any of
      the Pubco Shares;

	 	 	 
	 	(c) 	
      as to the future price or value of any of the Pubco
      Shares; or

	 	 	 
	 	(d) 	
      that any of the Pubco Shares will be listed and posted
      for trading on any stock exchange or automated dealer quotation system or
      that application has been made to list and post any of the Pubco Shares on
      any stock exchange or automated dealer quotation system, except that
      currently certain market makers make market in the common shares of Pubco
      on the OTC Bulletin Board;



              17.         
none of the Pubco Shares are listed on any stock exchange or automated dealer
quotation system except that, currently, certain market makers make market in
the common shares of Pubco on the OTC Bulletin Board; 

              18.         
the undersigned is outside of the United States when receiving and executing
this Certificate and is acquiring the Pubco Shares as principal for their own
account, for investment purposes only, and not with a view to, or for, resale,
distribution or fractionalization thereof, in whole or in part, and no other
Person has a direct or indirect beneficial interest in the Pubco Shares;

              19.         
neither the SEC nor any other securities commission or similar regulatory
authority has reviewed or passed on the merits of the Pubco Shares; 

              20.         
the Pubco Shares are not being acquired, directly or indirectly, for the account
or benefit of a U.S. Person or a person in the United States; 




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              21.         
the undersigned acknowledges and agrees that Pubco shall refuse to register any
transfer of Pubco Shares not made in accordance with the provisions of
Regulation S, pursuant to registration under the U.S. Securities Act, or
pursuant to an available exemption from registration under the U.S. Securities
Act; 

              22.         
the undersigned understands and agrees that the Pubco Shares will bear the
following legend: 


  
    
      
        “THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED
          IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS
          DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES
          ACT OF 1933, AS AMENDED (THE “1933 ACT”). 

        NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
          REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
          UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
          IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN
          ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
          TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT
          TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
          THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
          IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
          TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
          COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S.
          PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

        UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION,
          THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM BRITISH
          COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509
          ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET.”; 

      

    

  



              23.         
the address of the undersigned included herein is the sole address of the
undersigned as of the date of this Certificate;

              24.
the undersigned is the sole beneficial owner of their respective common shares
of Priveco (the “Priveco Shares”), free and clear of all liens, charges
and encumbrances of any kind whatsoever; 

              25.         
other than the constating documents of Priveco, there are no written
instruments, buy-sell agreements, registration rights or agreements, voting
agreements or other agreements by and between or among the undersigned and any
other person, imposing any restrictions upon the transfer, prohibiting the
transfer of or otherwise pertaining to the Priveco Shares, as applicable, or the
ownership thereof; 

              26.         
no person has or will have any agreement or option or any right capable at any
time of becoming an agreement to purchase or otherwise acquire the Priveco
Shares or require the undersigned to sell, transfer, assign, pledge, charge,
mortgage or in any other way dispose of or encumber any of the Priveco Shares
other than under this Agreement;

              27.         
the undersigned waives all claims and actions connected with the issuance of or
rights attached to the Priveco Shares, including without limitation, the benefit
of any representations, warranties and covenants in favour of the undersigned
contained in any share purchase or subscription agreement(s) for such Priveco
Shares, and any registration, liquidation, or any other rights by and between or
among the undersigned and any other person, which may be triggered as a result
of the closing of the Agreement; 




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              28.         
pursuant to British Columbia Instrument 51-509 – Issuers Quoted in the U.S.
Over –the-Counter Markets (“BCI 51-509”), as adopted by the British
Columbia Securities Commission, a subsequent trade in any of the Pubco Shares in
or from British Columbia will be a distribution subject to the prospectus and
registration requirements of applicable Canadian securities legislation
(including the British Columbia Securities Act) unless certain conditions are
met, which conditions include, among others, a requirement that any certificate
representing the Pubco Shares (or ownership statement issued under a direct
registration system or other book entry system) bear the restrictive legend (the
“BC Legend”) specified in BCI 51-509; and 

              29.         
the undersigned undertakes not to trade or resell any of the Pubco Shares in or
from British Columbia unless the trade or resale is made in accordance with BCI
51-509. 

IN WITNESS WHEREOF, I have executed this Certificate of
Non-U.S. Shareholder. 

	 	          
      Date: ______________________________, 2009. 
	Signature 	  
	 	 
	 	 
	Print Name 	  
	 	 
	 	 
	Title (if applicable) 	  
	 	 
	 	 
	Address