EXHIBIT 10.1


 


SHARE
EXCHANGE AGREEMENT


 


This
Agreement to Purchase (the “Agreement”) is entered into this 15th day of January 2016 by and between Nutriband Inc.,
a Nevada Corporation (the “Purchaser”), Nutriband Limited, an Ireland Corporation (the “Company”) and
Gareth Sheridan and/or his nominees (hereinafter referred to as “Seller”), the sole stockholder of the Company.


 


The
stockholders of Purchaser (“Stockholders”) wish to acquire 100% of the outstanding shares of the Company by way of
a Share Exchange whereby the Stockholders will acquire controlling interest in the Company, following which the Company will become
a wholly owned subsidiary of Purchaser.


 


THE
PARTIES AGREE AS FOLLOWS: 


 


		1.	Purchase
                                         of Shares. Subject to the terms and conditions set forth herein, and that the
                                         Purchaser has a fully diluted, issued and outstanding share capital of 3,500,000
                                         common shares, the Purchaser shall acquire from the Seller all of the outstanding shares
                                         of the Company in exchange for a total of 500,000 restricted shares of common stock,
                                         par value $0.001 per share, of the Purchaser, valued at US $1.00 per share (the “Shares”).
                                         At the closing, the Seller shall deliver to the Purchaser 100% of the outstanding shares
                                         of the Company to Purchaser in exchange for the issuance of the Shares by Purchaser to
                                         Seller.



 


		2.	Representations
                                         and Warranties of Purchaser. The Purchaser represents and warrants to Seller
                                         as follows:



 


		(a)	All
                                         Shares being delivered are free and clear of all claims, liens, and encumbrances, and
                                         have been duly and validly issued and are fully paid and non-assessable;



 


		(b)	Neither
                                         the execution of this Agreement nor the consummation of the transactions contemplated
                                         hereby will constitute a violation of, conflict with or constitute a default under any
                                         contract, commitment, agreement, understanding or restriction of any kind to which the
                                         Purchaser is bound;



 


		(c)	No
                                         person has any agreement or option or a right for the purchase of any of the Shares;



 


		(d)	No
                                         person holds any option, warrant, or other security of any nature which is convertible
                                         into one or more shares in the capital stock of the Company; and



 


		(e)	That
                                         on the date of the completion of the transfer of Shares pursuant to this Agreement there
                                         will be no shareholders' agreements or other agreements.



 


		(f)	The
                                         Purchaser has no outstanding or contingent liabilities and will incur no liabilities
                                         from the date hereof until the completion of transfer of Shares pursuant to this Agreement.



 


		3.	Representations
                                         of the Seller and the Company. Seller and the Company represent and warrant to
                                         Purchaser as follows:



 


		(a)	The
                                         shares of the Company being delivered represent all of the outstanding shares of the
                                         Company, have been duly and validly issued and are fully paid and non-assessable and
                                         are free and clear of all claims, liens, and encumbrances;



 


		(b)	No
                                         person has any agreement or option or a right for the purchase of any of the shares of
                                         the Company; and



 


		(c)	Neither
                                         the execution of this Agreement nor the consummation of the transactions contemplated
                                         hereby will constitute a violation of, conflict with or constitute a default under any
                                         contract, commitment, agreement, understanding or restriction of any kind to which the
                                         Seller or the Company is bound.



 






     


     


    

 


		4.	The
                                         Closing. At the closing Purchaser shall issue and deliver to Seller the
                                         Shares, constituting 500,000 restricted shares of common stock of Purchaser, in
                                         exchange for the assignment and sale to Purchaser of 100% of the shares of Nutriband
                                         Limited.



 


		5.	Conditions
                                         precedent to the obligations of Seller. The obligation of Seller to complete
                                         the transaction herein contemplated is subject to the fulfillment of each of the following
                                         conditions at the times stipulated:



 


		(a)	that
                                         the representations and warranties contained in Article 2 above shall be true and correct
                                         in all material respects at the closing except as may be in writing disclosed to and
                                         approved by Purchaser;



 


		(b)	that
                                         prior to the closing, the Company shall not have experienced any event or condition or
                                         have taken any action of any character adversely affecting the assets or the undertaking
                                         of the Company so as materially to reduce the value of the Shares to Purchaser;



 


		(c)	that
                                         from the date of this Agreement up to the Closing Date, Purchaser and its authorized
                                         representatives will be afforded full access during normal business hours to all assets,
                                         books, contracts, commitments, records of the Company and will be furnished with such
                                         copies (certified if requested) thereof and other information as Purchaser may reasonably
                                         request;



 


The
foregoing conditions of this Article are inserted for the exclusive benefit of the Purchaser and may be waived by Purchase by
notice in whole or in part at any time prior to the closing. Any condition so waived shall be deemed to have been fulfilled on
the date of such notice.


 


		6.	Amendment
                                         and Modification. Subject to applicable law, this Agreement may be amended, modified
                                         or supplemented only by a written agreement signed by Seller, Purchaser and the Company.



 


		7.	Entire
                                         Agreement. This Agreement contains the entire understanding between and among
                                         the parties and supersedes any prior understandings and agreements among them respecting
                                         the subject matter of this Agreement.



 


		8.	Agreement
                                         Binding. This Agreement shall be binding upon successors and assigns of the parties
                                         hereto.



 


		9.	Attorneys
                                         Fees. In the event an arbitration, suit or action is brought by any party under
                                         this Agreement to enforce any of its terms, or any appeal there from, it is agreed that
                                         the prevailing party shall be entitled to reasonable attorneys' fees to be fixed by the
                                         arbitrator, trial court and/or appellate court.



 


		10.	Governing
                                         Law. The parties agree that any litigation relating directly or indirectly to
                                         this Agreement must be brought before and determined by a court of competent jurisdiction
                                         within the State of Nevada,



 






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		11.	Arbitration
                                         Legal Proceedings and Venue. The parties will attempt through good faith negotiation
                                         to resolve their disputes. The term “disputes” includes, without limitation,
                                         any disagreements between the parties concerning the existence, formation and interpretation
                                         of this Agreement and their obligations there under. If the parties hereto are unable
                                         to resolve their disputes by negotiation, they shall attempt to resolve their disputes
                                         through modification. If mediation proves unsuccessful, either party may commence arbitration
                                         by sending a written notice of arbitration to the other party. The notice will state
                                         the dispute with particularity. As part of the arbitrators' decision, the arbitrator
                                         may allocate the cost of arbitration, including fees of attorneys and experts, as the
                                         arbitrator deems fair and equitable in light of all relevant circumstances. The arbitration
                                         hearing shall be commenced thirty (30) days following the date of delivery of notice
                                         of arbitration to the other party, or as soon thereafter as set by the arbitrator(s).



 


		12.	Further
                                         Action. The parties hereto shall execute and deliver all documents, provide all
                                         information and take or forbear from all such action as may be necessary or achieve the
                                         purpose of this Agreement.



 


		13.	Confidentiality.
                                          The parties shall keep this Agreement and its terms confidential.  In the
                                         event that the transactions contemplated by this Agreement are not consummated for any
                                         reason whatsoever, the parties hereto agree not to disclose or use any confidential information
                                         they may have concerning the affairs of other parties, except for information which is
                                         required by law to be disclosed. Confidential information includes, but is not limited
                                         to, financial records, surveys, reports, plans, proposals, financial information, personnel
                                         contracts, stock ownership, liabilities and litigation.



 


		14.	Costs,
                                         Expenses and Legal Fees.  Whether or not the transactions hereby are consummated,
                                         each party hereto shall bear its own costs and expenses except the auditing fees that
                                         will be paid by the Purchaser. 



 


		15.	Counterparts
                                         and Facsimile Signatures. This Agreement may be executed in one or more counterparts,
                                         each of which shall be deemed an original, but all of which together shall constitute
                                         one and the same instrument, for purposes of this Agreement, facsimile signatures shall
                                         be treated as originals until such a time that applicable pages bearing non facsimile
                                         signatures are obtained from the relevant party or parties.



 






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IN
WITNESS WHEREOF, the parties have set their hands this 15th day of January 2016.


 


Nutriband
Inc.


 





	Per:		 
	 	Authorized
    Signatory	 
	 

        Print:
	 

        Gareth
        Sheridan
	 
	 	Gareth
Sheridan, President and CEO	 
	 	Address:

         

        1
        Minnowbrook
	 
	 	 	 
	 	Terenure
    Road West, Dublin 6W	 


 


Nutriband
Limited


 


	Per:		 
	 	Authorized
    Signatory	 
	 	 	 
	Print:	Gareth
Sheridan
	 



 


 


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