EXHIBIT 10.5



 


SHARE
EXCHANGE AGREEMENT


 


THIS
SHARE EXCHANGE AGREEMENT, dated as of May 12, 2014 (the “Agreement”), is entered into by and between ON-AIR
IMPACT, INC., a Nevada corporation (the “Company”), and EDWARD WHITEHOUSE (the “Stockholder”).


 


WITNESSETH:


 


WHEREAS,
Stockholder is the owner of an aggregate of Ten Million Ten Thousand (10,010,000) shares of common stock, par value $0.0001
per share (the “Common Stock”), of the Company;


 


WHEREAS,
Stockholder wishes to exchange Ten Million (10,000,000) shares of Common Stock of the Company for an aggregate of Two Million
(2,000,000) shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Convertible Preferred
Stock”), of the Company on a 1-for-5 basis (i.e., 1 share of Series A Convertible Preferred Stock for every 5 shares
of Common Stock) (the “Share Exchange”); and


 


WHEREAS,
Stockholder and the Company wish to effectuate the Share Exchange pursuant to Section 3(a)(9) of the Securities Act of 1933, as
amended (the “Securities Act”).


 


NOW,
THEREFORE, in consideration for the foregoing, the parties hereto agree as follows:


 


	1.	Stockholder
                                         and the Company hereby agree to exchange Ten Million (10,000,000) shares of Common Stock
                                         (the “Shares”) held by Stockholder for an aggregate of Two Million
                                         (2,000,000) shares of Series A Convertible Preferred Stock (the “Preferred Shares”)
                                         of the Company pursuant to Section 3(a)(9) of the Securities Act.



 


	2.	Concurrently
                                         with the execution and delivery of this Agreement, Stockholder shall deliver to the Company
                                         one or more certificates evidencing the Shares, with duly endorsed Stock Power(s), and
                                         the Company shall promptly issue one or more certificates evidencing the Preferred Shares
                                         to Stockholder.



 


	3.	Stockholder
                                         represents and warrants to, and covenants and agrees with the Company as follows:



 


		a.	Stockholder
                                         is authorized to enter into this Agreement and to consummate the Share Exchange.



 


		b.	Stockholder
                                         has not given anything nor will give anything in exchange for the Preferred Shares other
                                         than the Shares.



 


		c.	Stockholder
                                         is exchanging the Shares for the Preferred Shares for its own account for investment
                                         only and not with a view towards the public sale or distribution thereof and not with
                                         a view to or for sale in connection with any distribution thereof.



 






    	 



    	 



    

 


		d.	Stockholder
                                         is (i) an “accredited investor” as defined under Rule 501(a) of Regulation
                                         D promulgated under the Securities Act, and (ii) experienced in making investments of
                                         the kind described in this Agreement and the related documents, (iii) able to protect
                                         its own interests in connection with the transactions described in this Agreement, and
                                         the related documents, and (iv) able to afford the entire loss of its investment in the
                                         securities of the Company.



 


	4.	Stockholder
                                         and the Company hereby represent and warrant that no commission or other remuneration
                                         has been paid or given directly or indirectly for the solicitation of the Share Exchange.



 


	5.	The
                                         Company represents and warrants that it is authorized to enter into this Agreement and
                                         to consummate the Share Exchange and that the Preferred Shares, when issued in accordance
                                         with this Agreement, shall be fully paid, validly issued, and nonassessable, and
                                         not subject to any preemptive rights or any liens, claims, equities, encumbrances, or
                                         security interests or any restrictions on the transfer thereof other than those set forth
                                         in this Agreement, the Amended and Restated Certificate of Designations of the Series
                                         A Convertible Preferred Stock or imposed by law.



 


	6.	This
                                         Agreement shall be governed by and interpreted in accordance with the laws of the State
                                         of Nevada. A facsimile transmission of this signed Agreement shall be legal and binding
                                         on all parties hereto. This Agreement may be signed in one or more counterparts, each
                                         of which shall be deemed an original. The headings of this Agreement are for convenience
                                         of reference and shall not form part of, or affect the interpretation of, this Agreement.
                                         If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction,
                                         such invalidity or unenforceability shall not affect the validity or enforceability of
                                         the remainder of this Agreement or the validity or enforceability of this Agreement in
                                         any other jurisdiction. This Agreement may be amended only by an instrument in writing
                                         signed by the party to be charged with enforcement. This Agreement, and the Shares attached
                                         hereto, contains the entire agreement of the parties with respect to the subject matter
                                         hereto, superseding all prior agreements, understandings or discussions.



 


	7.	This
                                         Agreement may be executed in two or more counterparts, each of which shall be deemed
                                         an original, but all of which taken together shall constitute one and the same instrument.
                                         Telecopied or email (via PDF) signatures shall be deemed to have the same effect as an
                                         original.



  


[SIGNATURE
PAGE TO FOLLOW]


 




    	Share Exchange Agreement - On-Air Impact, Inc. - Edward Whitehouse	Page 2



    	 



    


 


IN
WITNESS WHEREOF, the Company and Stockholder have caused this Agreement to be executed by their duly authorized representatives
on the date as first written above.


 


	 	ON-AIR
    IMPACT, INC.
	 	 	 
	 	By:	/s/
    Joel Falitz
	 	 	Joel
    Falitz
	 	 	President
    and Chief Executive Officer
	 	 	 
	 	STOCKHOLDER:
	 	 	 
	 	/s/
    Edward Whitehouse
	 	Edward
    Whitehouse


 








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