SHARE EXCHANGE AGREEMENT

2.20           Disclosure.  No representation or warranty by Life Nutrition in this Agreement nor any statement or certificate furnished or to be furnished by it pursuant hereto or in connection with the transaction contemplated hereby contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained therein not false or misleading.

2.21           Delivery of Schedules.  Any Schedule provided for hereunder and any Company Schedule not delivered contemporaneously with the execution of this Agreement shall be delivered by Life Nutrition as soon as practicable and, in any event, prior to the Closing.  All lists or other statements, information or documents set forth in or attached to any Company Schedule delivered herewith or delivered hereunder after the execution of this Agreement shall be deemed to be representations and warranties by Life Nutrition with the same force and effect as if such lists, statements, information and documents were set forth herein.

Conqueror represents, warrants and covenants that:

3.01           Organization and Good Standing.  Conqueror is a corporation duly organized, validly existing and in good standing under the laws of Hong Kong, with all requisite power and authority to carry on the business in which it is and/or has been engaged, to own the properties it owns, to execute and delivery this Agreement, to consummate the transactions contemplated hereby and to take all of the other actions provided for in or contemplated hereby.

Conqueror owns 100% of the equity interest of Shenyang Kai Xin, a wholly-owned foreign enterprise incorporated in the People’s Republic of China (“PRC”), which entity has entered into contractual arrangements with Liaoning New Land Food & Beverage Co., Limited and Liaoning New Land Fast Frozen Food Co. Limited (together referred to as “New Land”), each a company incorporated in the PRC, which arrangements give Conqueror effective control over the business of New Land (Shenyang Kai Xin and New Land collectively referred to herein as the “Group”).

Each member of the Group is corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, with all requisite power and authority to carry on the business in which it is and/or has been engaged, and to own the properties it owns.

Conqueror has no other subsidiaries.

 

 

3.02           Authorization and Validity.  The execution, delivery and performance of this Agreement by Conqueror has been duly authorized by all necessary corporate action on the part of Conqueror, and constitutes the valid and binding agreement of Conqueror enforceable in accordance with its terms.

3.03           No Violation.  Conqueror and, to the best of its knowledge, each member of the Group is not in violation of any term of any mortgage, indenture loan agreement, credit instrument, judgment, decree, order, statute, rule or regulation to which it is subject or by which it is bound.  Neither the execution, delivery or performance of this Agreement nor the consummation of any of the transactions contemplated hereby now or at any time in the future (whether with the giving of notice or passage of time or both) will (a) conflict with, or result in a violation or breach of the terms, conditions and provisions of, or constitute a default under, the organizational or other governing documents of Conqu eror and, to the best of its knowledge, each member of the Group or any agreement, indenture or other instrument or undertaking of any kind or nature under which Conqueror or any member of the Group is bound or to which the assets of Conqueror or any member of the Group are subject, or result in the creation or imposition of any lien, claim, charge or encumbrance upon any of such assets, or (b) violate or conflict with any judgment, decree, order, statute, rule or regulation of any court or any public, governmental or regulatory agency or body having jurisdiction over Conqueror or, to the best of its knowledge, any member of the Group or the properties or assets of Conqueror or any member of the Group.

3.04           Capitalization.  The authorized capital stock of Conqueror consists of 10,000 shares of capital stock, par value HKS $1.00 per share, of which 10,000 shares are issued and outstanding.  All of such issued and outstanding shares have been validly issued and are fully paid and non-assessable.  There are no outstanding warrants, options, subscriptions or other rights of any kind or nature by which any person or entity can acquire any additional shares of capital stock or other securities of any kind or nature of Conqueror; no shareholder of Conqueror or other person or entity is entitled to any preemptive rights, rights of first refusal or other rights of any kind or nature arising ou t of or relating to the transfer of the Conqueror Shares to Life Nutrition under this Agreement.  The Conqueror Shares are duly authorized, fully paid and non-assessable shares; subject to no lien, claim, charge or encumbrance of any kind or nature; are not subject to any shareholders agreement,  right of first refusal or preemptive rights; and  constitutes 100% of the issued and outstanding shares of Conqueror.

3.06           Financial Statements.  Conqueror has furnished to Life Nutrition the audited financial statements of New Land for the years ended December 31, 2009 and 2008 (the “New Land Audited Financial Statements”).  The New Land Audited Financial Statements have been prepared in accordance with U.S. generally accepted accounting

 

3.07           Absence of Liabilities.  Conqueror and, to the best of its knowledge, each member of the Group has no liabilities, whether fixed or contingent, due or not yet due, asserted or not yet asserted, including without limitation all amounts which may be due under any contracts, agreements or undertakings entered into by or on behalf of Conqueror or each member of the Group except as set forth in Schedule 3.07 hereto or in the New Land Financial Statements.  In addition, Conqueror has not guaranteed, become liable for or agreed to stand behind or assume the obligations of any person or entity, and is not contingently liable for any debt, oblig ation, expense or liability.

3.08           Absence of Certain Changes.  Except as set forth in Schedule 3.08 hereto since December 31, 2009, neither Conqueror nor, to the best of its knowledge, any member of the Group has: (a) suffered any material adverse change in its financial condition, assets, liabilities or business; (b) contracted for or paid any material capital expenditures; (c) incurred any material indebtedness or borrowed money, issued or sold any debt or equity securities or discharged or incurred any liabilities or obligations except in the ordinary course of business as heretofore conducted; (d) mortgaged, pledged or subjected to any lien, lease, security interest or other charge or encumbrance any of its properties or assets; (e) paid any material amount on any indebtedness prior to the due date, forgiven or cancelled any material amount on any indebtedness prior to the due date, forgiven or cancelled any material debts or claims or released or waived any material rights or claims; (f) suffered any damage or destruction to or loss of any assets (whether or not covered by insurance); (g) acquired or disposed of any assets or incurred any liabilities or obligations; (h) made any payments to its affiliates or associates or loaned any money to any person or entity; (i) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (j) entered into any employment, compensation, consulting or collective bargaining agreement or any other agreement of any kind or nature with any person or group, or modified or amended in any respect the terms of any such existing agreement; (k) entered into any other commitment or transaction or experie nce any other event that relates to or affect in any way this Agreement or to the transactions contemplated hereby, or that has affected, or may adversely affect Conqueror’s business, operations, assets, liabilities or financial condition; or (l) amended its organizational or other governing documents, except as otherwise contemplated herein.

 

 

3.09           Contracts.  Set forth in Schedule 3.09 is a true and complete list of all contracts, agreements, leases, commitments or other understandings or arrangements, written or oral, express or implied, to which Conqueror or, to the best of its knowledge, any member of the Group is a party or by which it or any of its property is bound or affected requiring payments to or from, or incurring of liabilities by, Conqueror or any member of the Group in excess of $25,000 U.S. Dollars (the “Contracts”). Except as set forth in Schedule 3.09, Conqueror and, to the best of its knowledge, 
60;each member of the Group has complied with and performed, in all material respects, all of its obligations required to be performed under and is not in default with respect to any of the Contracts, as of the date hereof, nor has any event occurred which has not been cured which, with or without the giving of notice, lapse of time, or both, would constitute a default in any respect thereunder.  To the best of Conqueror’s knowledge, no other party has failed to comply with or perform, in all material respects,  any of its obligations required to be performed under or is in material default with respect to any such Contracts, as of the date hereof, nor has any event occurred which, with or without the giving of notice, lapse of time or both, would constitute a material default in any respect by such party thereunder.  Except as set forth in Schedule 3.09, Conqueror does not know of and has no reason to believe that
60; there are any facts or circumstances which would make a material default by any party to any contract or obligation likely to occur subsequent to the date hereof.

3.14           Consents.  No authorization, consent, approval, permit or license of, or filing with any governmental or public body or authority, any lender or lessor or any other person or entity is required to authorize, or is required in connection with the execution, delivery and performance of this Agreement, the agreements contemplated hereby, or the consummation of the transactions contemplated hereby or thereby, on the part of Conqueror.

3.15           Compliance with Laws.  There are no existing violation of any applicable federal, state or local law or regulation involving the property or business of Conqueror; there are no known, noticed or threatened violations or any state of facts involving Conqueror which would constitute such a violation; and this Agreement and the consummation of the transactions contemplated hereby will not give rise to any such violation.

3.16           Litigation.  Except as set forth in Schedule 3.16, Conqueror and, to the best of its knowledge, each member of the Group, has not had any legal action or administrative proceeding or investigation instituted or, to the best of Conqueror’s and the Shareholder’s  knowledge, threatened against it; Conqueror and, to the best of its knowledge, each member of the Group, is not (a) subject to any continuing court or administrative order, writ, injunction or decree applicable specifically to Conqueror or each member of the Group or to its business, assets, operations or employees, or (b) in default with respect to any such order, wr it, injunction or decree; and Conqueror knows of no basis for any such action, proceeding or investigation.

3.17           Tax and Franchise Returns.  Conqueror and, to the best of its knowledge, each member of the Group, has duly and timely filed in proper form all tax returns for all taxes required to be filed with the appropriate regulatory authorities, and has paid all taxes required to be paid in respect thereof except where such failure would not have a material adverse effect on Conqueror or the Group.

 

3.18           Patents; Trademarks and Intellectual Property Rights.  Conqueror and, to the best of its knowledge, each member of the Group owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, internet web site(s) proprietary rights and processes necessary for its business as now conducted without any conflict with or infringement of the rights of others.

 

 

The Shareholder represents, warrants and covenants that:

4.01           Organization and Good Standing.  The Shareholder is a corporation duly organized, validly existing and in good standing under the laws of British Virgin Islands, with all requisite power and authority to carry on the business in which it is and/or has been engaged, to own the properties it owns, to execute and delivery this Agreement, to consummate the transactions contemplated hereby and to take all of the other actions provided for in or contemplated hereby.

4.02           Authorization and Validity.  The execution, delivery and performance of this Agreement by the Shareholder has been duly authorized by all necessary corporate action on the part of the Shareholder, and constitutes the valid and binding agreement of the Shareholder enforceable in accordance with its terms.  The Shareholder has full right, power and capacity, to execute and deliver this Agreement and to sell and deliver the Conqueror Shares as contemplated by this Agreement.

4.03           No Violation.  Neither the execution, delivery or performance of this Agreement nor the consummation of any of the transactions contemplated hereby now or at any time in the future (whether with the giving of notice or passage of time or both) will (a) conflict with, or result in a violation or breach of the terms, conditions and provisions of, or constitute a default under, the organizational or other governing documents of the Shareholder or any agreement, indenture or other instrument or undertaking of any kind or nature under which it is bound or to which the assets of the Shareholder are subject, or result in the creation or imposition of any lien, claim, charge or encumbrance upon any of such as sets or upon any of the stock of the Shareholder, or (b) violate or conflict with any judgment, decree, order, statute, rule or regulation of any court or any public, governmental or regulatory agency or body having jurisdiction over the Shareholder or the properties or assets of the Shareholder.

 

 

4.04           Status of the Shareholder and the Conqueror Shares.  The Shareholder is the sole beneficial owner of the Conqueror Shares and owns the Conqueror Shares, free and clear of all mortgages, pledges, restrictions, liens, charges, encumbrances, security interests, obligations or other claims, and upon consummation of the transactions contemplated herein, Life Nutrition will acquire good and marketable title to the Conqueror Shares, free and clear of all mortgages, pledges, restrictions, liens, charges, encumbrances, security interests, obligations or other claims.

 

6.01           Conditions.  Life Nutrition’s obligations hereunder shall be subject to the satisfaction, at or before the Closing, of all the conditions set forth in this Article VI.  Life Nutrition may waive any or all of these conditions in whole or in part without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by Life Nutrition of any other condition of or any of Life Nutrition’s other rights or remedies, at law or in equity, if Conqueror and the Shareholder shall be in default of any of their representations, warranties or covenants under this Agreement.

 

 

6.02           Accuracy of Representation.  Except as otherwise permitted by this Agreement, all representations and warranties by Conqueror and the Shareholder in this Agreement, or in any written statement that  shall be delivered to Life Nutrition by Conqueror and the Shareholder under this  Agreement shall be true and accurate on and as of the Closing  Date as though made at that time.  Conqueror shall have delivered to Life Nutrition a certificate dated the Closing Date to the foregoing effect.

 

6.03           Performance.  Conqueror shall have performed, satisfied, or complied with all covenants, agreements and conditions required by this Agreement to be performed or complied  with by it, on or before the Closing Date.  Conqueror shall have delivered to Life Nutrition a certificate dated the Closing Date to the foregoing effect.

 

6.04           Consents and Approvals.  All consents, approvals and authorizations from third parties and all regulatory approvals required in order to consummate the transaction comtemplated by this Agreement shall have been obtained.

6.05           Absence of Litigation.  No action, suit or proceeding before any court or any governmental body or authority, pertaining to the transaction contemplated by this Agreement or to its consummation, shall have been instituted or threatened against any of the parties hereto on or before the Closing Date.

6.06           No Material Adverse Change.  There shall have been no material adverse change in the business or financial condition of Conqueror and/or the Group since the date of execution and delivery of this Agreement.

6.07           Transfer of Shares.  Certain shareholders of Life Nutrition owning 3,560,000 shares of Common Stock will have sold and transferred such shares pursuant to separate stock purchase agreements on terms acceptable to the parties thereto.

6.08           Investment Representations.  Each of the Shareholder’s Designees shall have made certain investment representations to Life Nutrition which shall be in such form as determined by mutual agreement of the parties hereto and their counsel.

6.09           Schedules and Other Information.  Conqueror shall have delivered to Life Nutrition all schedules required under Article III hereof, and other books and records reasonably requested in connection with Life Nutrition’s due diligence investigation of Conqueror,  and there shall have been no disclosure in any exhibit or schedule delivered by Conqueror after the date of execution and delivery of this Agreement, or the documents described therein, or any disclosure provided in connection with such due diligence investigation, which in the reasonable opinion of Life Nutrition does or may have a materially adverse effect on the value of the business of Conqueror or on its assets, properties or goodwill.

 

 

7.11           Resignation of Officers and Directors.  All current officers and directors of Life Nutrition shall have resigned and nominees of Conqueror shall have been appointed to the Board of Directors of Life Nutrition effective at Closing, subject to compliance with Rule 14f-1 of the Securities Exchange Act of 1934, as amended (the “1934 Act”).

 

7.12           Exchange Act Requirements.  Life Nutrition shall have complied with the provisions of Rule 14f-1 of the 1934 Act, if necessary.

7.13           Schedules and Other Information.  Life Nutrition shall have delivered to Conqueror all schedules required under Article II hereof, and other books and records reasonably requested in connection with Conqueror’s due diligence investigation of Life Nutrition, and there shall have been no disclosure in any schedule delivered after the date of execution and delivery of this Agreement, or the documents described therein, or any disclosure provided in connection with such due diligence investigation, which in the reasonable opinion of Conqueror does or may have a materially adverse effect on the value of the business of Life Nutrition or on its assets, properties or goodwill.

8.02           Indemnity of Conqueror.  Conqueror agrees to defend, indemnify and hold harmless Life Nutrition, and its officers and directors, from and against, and to reimburse any such party with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, asserted against or incurred by any such party by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement and made by Conqueror or the Shareholder or in any document or certificate delivered by Conqueror or the Shareholder pursuant to the provisions of this Agree ment or in connection with the transactions contemplated thereby.  All claims to be asserted hereunder must be made by the first anniversary of the Closing.

 

 

 

9.01           Survival of Representations, Warranties and Agreements.  All representations and warranties and statements made by a party to in this Agreement or in any document or certificate delivered pursuant hereto shall survive the Closing Date for a period of one year following the Closing Date.  Each of the parties hereto is executing and carrying out the provisions of this agreement in reliance upon the representations, warranties and covenants and agreements contained in this agreement or at the closing of the transactions herein provided for and not upon any investigation which it might have made or any representations, warranty, agreement, promise or information, written or oral, made by the oth er party or any other person other than as specifically set forth herein.

 

9.02           Access to Books and Records.   During the course of this transaction through Closing, each party agrees to make available for inspection all corporate books, records and assets, and otherwise afford to each other and their respective representatives, reasonable access to all documentation and other information concerning the business, financial and legal conditions of each other for the purpose of conducting a due diligence investigation thereof.  Such due diligence investigation shall be for the purpose of satisfying each party as to the business, financial and legal condition of each other for the purpose of determining the desirability of consummating the proposed transaction. & #160;The parties further agree to keep confidential and not use for their own benefit, except in accordance with this Agreement any information or documentation obtained in connection with any such investigation.

 

 

9.03           Further Assurances.  If, at any time after the Closing, the parties shall consider or be advised that any further deeds, assignments or assurances in law or that any other things are necessary, desirable or proper to complete the transactions contemplated hereby in accordance with the terms of this Agreement or to vest, perfect or confirm, of record or otherwise, the title to any property or rights of the parties hereto, the Parties agree that their proper officers and directors shall execute and deliver all such proper deeds, assignments and assurances in law and do all things necessary, desirable or proper to vest, perfect or confirm title to such property or rights and otherwise to carry out the pu rpose of this Agreement, and that the proper officers and directors the parties are fully authorized to take any and all such action.

9.04           Notices.  For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (i) on the date of delivery if delivered by hand, (ii) on the date of transmission, if delivered by confirmed facsimile, (iii) on the first business day following the date of deposit if delivered by guaranteed overnight delivery service, or (iv) on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as any party hereto may from time to time designate by notice duly given in accordan ce with this paragraph):

                      If to Conqueror or the Shareholder, to:

Conqueror Group Limited

3210-2 32/F

Alexandra House

18 Chater Road Central

Hong Kong

Attn: Ms. Liang Hai Yan

Telephone: 86 ###-###-####

Facsimile:  86 ###-###-####

With a copy to:

Kaye Cooper Fiore Kay & Rosenberg, LLP

30A Vreeland Road, Suite 230

Florham Park, New Jersey 07932

Attn: David M. Kaye, Esq.

Telephone : (973) 443-0600

Facsimile:   ###-###-####

If to Life Nutrition, to:

 

 

Life Nutrition Products, Inc.

121 Monmouth Street, Suite A

Red Bank, New Jersey 07701

Telephone: (732) 758-1577

Facsimile:   ###-###-####

                      With a copy to:

Cyruli Shanks Hart & Zizmor LLP

420 Lexington Avenue

New York, New York 10170

Attn: Paul Goodman, Esq.

Telephone: (212) 661-6800

Facsimile:   ###-###-####

9.05           Amendment.  This Agreement may be amended, modified or supplemented only by an instrument in writing executed by the party against which enforcement of the amendment, modification or supplement is sought.

9.06           Parties in Interest.  This Agreement shall be binding on and inure to the benefit of and be enforceable by Life Nutrition, Conqueror and the Shareholder, their respective heirs, executors, administrators, legal representatives, successors and assigns.

9.07           Assignment.  Neither this Agreement nor any right created hereby shall be assignable by any party hereto.

9.08           Jurisdiction.  Any legal action, suit or proceeding arising out of or relating to this Agreement, or the transactions contemplated hereby, shall be instituted in any state or federal court in the State of Delaware, and all parties agree not to assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of such court, that the action, suit or proceeding is brought in an inconvenient forum, the venue of the action, suit or proceeding is improper to that the injured party is without a remedy under this Agreement or the subject matter hereof.  All parties further irrevocably submit to the jurisdiction of any such court in any such action, suit or proceeding, shall be effective against any party if served by registered or certified mail, return receipt requested, or by any other means of mail or delivery which requires a signed receipt, postage prepaid, mailed or delivered to such party as herein provided, or by hand delivery.  If for any reason such service of process is ineffective, then all parties shall be subject to service of process in accordance with applicable law or rule of court.  Nothing herein contained shall be deemed to limit or restrict the right of any party to serve process in any manner permitted by law.

9.09           Entire Agreement.  This Agreement and the exhibits and schedules hereto supersede all prior agreements and understandings between the parties relating to the subject matter hereof, except that the obligations of any party under any agreement executed pursuant to this Agreement shall not be affected by this Section.

 

 

9.10           Costs, Expenses and Legal Fees.  Whether or not the transactions contemplated hereby are consummated, each party hereto shall bear its own costs and expenses (including attorneys’ fees) except that each party hereto agrees to pay the costs and expenses, including reasonable attorneys’ fees, incurred by the other parties in successfully (i) enforcing any of the terms of this Agreement against a party alleged to be in breach, or (ii) proving that the other parties breached any of the terms of this Agreement in any material respect.

9.11           Severability.  If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance hereof.  Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of this Agreement, a provision as similar in its terms to such il legal, invalid or unenforceable provision as may be possible and still be legal, valid and enforceable.

9.12           Governing Law.  This Agreement and the rights and obligations of the parties hereto shall be governed, construed and enforced in accordance with the laws of the State of  Delaware.  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 sitting in the State of Delaware.

9.13           Termination of Agreement.   This Agreement may be terminated at any time before the Closing,

(a)           by mutual consent of the parties hereto;

Unless the termination has been caused by the willful failure of Life Nutrition, on one hand, or Conqueror and the Shareholder, on the other hand, as the case may be, to perform or satisfy any agreement, undertaking or condition to be performed or satisfied by it hereunder, Life Nutrition shall have no further obligation or liability to Conqueror and the Shareholders under this Agreement, and Conqueror and the Shareholders shall have no further obligation or liability to Life Nutrition under this Agreement, except as otherwise provided in that certain Escrow Agreement dated as of August 13, 2010, as amended on August 30, 2010, by and among Conqueror, Life Nutrition and Cyruli Shanks Hart & Zizmor LLP.

9.14           Announcements.  Life Nutrition and Conqueror will consult and cooperate with each other as to the timing and  content of any announcements of the transactions contemplated  hereby to Life Nutrition’s stockholders, the general public, or to employees, customers or suppliers.

9.15           Captions and Gender.  The captions in this Agreement are for convenience of reference only and shall not limit or otherwise affect any of the terms or provisions hereof.  Whenever required by the context hereof, the singular shall include the plural and vice versa; the masculine gender shall include the feminine and neuter gender and vice versa; the word “person” shall include a natural person as well as a corporation, partnership, firm of other form of association.

9.16           Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.

9.17           Waiver.  No waiver of any term or provision hereof shall be effective unless in writing, signed by the parties to be charged.

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first written above.