Full Press Release Details
SHARE CONTRIBUTION AGREEMENT
This Share Contribution Agreement (the "Agreement")
is made and entered into as of the 25th day of September 2012, between Prime Estates and Developments, Inc., a Nevada
corporation ("PMLT") and the shareholders ("Contributors") of Mainline Land Co.LLC., ("MLC")
organized under the laws of New York ("Company").
PMLT desires to acquire shares from the Contributors who contribute
their shares of the Company as set forth on Schedule A, for which contribution the Contributors shall receive 93,000,000 shares
of common stock of PMLT valued at par value of $.001 per share (nominal price $.001) distributed pro rata based upon the number
of shares of the Company each Contributor contributes to all of the shares of the Company contributed by all Contributors, on the
terms and conditions set forth in this Agreement by way of an contribution (the "Contribution").
NOW, THEREFORE, in consideration of the
terms, conditions, agreements and covenants contained herein (the receipt and sufficiency of which are acknowledged by each party),
and in reliance upon the representations and warranties contained in this Agreement, the parties hereto agree as follows:
I. RECITALS; TRUE AND CORRECT; PURPOSE
The above stated recitals are true and correct and are incorporated
into this Agreement.
II. PURCHASE AND SALE
2.1 Contribution. PMLT desires to acquire shares
from the Contributors who own shares of the Company as set forth on Schedule A, for which contribution the Contributors shall receive
93,000,000 shares of common stock of PMLT valued at par value of $.001 per share distributed pro rata based upon the number of
shares of the Company each Contributor contributes to all of the shares of the Company contributed by all Contributors, on the
terms and conditions set forth in this Agreement by way of an contribution (the "Contribution").
2.2 Closing. The parties shall hold the Closing as
soon as practical after the execution of this Agreement, as soon as the Legal Due Diligence and the auditing have been successfully
over, on any date and time that the parties shall agree (the "Closing" or "Closing Date"), at 11:00 A.M.,
local time, at the offices of PMLT, or at such other time and place as the parties may agree upon. The new shares of PMLT will
be issued to the owners of the Company immediately after the "Closing Date".
2.3 Schedules. If a Schedule referred to in Article
IV or V is not attached to this Agreement, the Company or PMLT, respectively, is representing that there is no information required
to be disclosed on such Schedule.
III. CONDUCT OF BUSINESS PENDING CLOSING
Contributors and PMLT covenant that between
the date hereof and the date of the Closing:
3.1 Access to Company.
Company shall (a) give to PMLT and to PMLT's counsel, accountants and other representatives reasonable access, during normal business
hours, throughout the period prior to the Closing Date, to all of the books, contracts, commitments and other records of Company
and shall furnish PMLT during such period with all information concerning Company that PMLT may reasonably request; and (b) afford
to PMLT and to PMLT's representatives, agents, employees and independent contractors reasonable access, during normal business
hours, to the properties of Company, in order to conduct inspections at PMLT's expense to determine that Company is operating in
compliance with all applicable federal, state, local and foreign statutes, rules and regulations, and all material building, fire
and zoning laws or regulations and that the assets of Company are substantially in the condition and of the capacities represented
and warranted in this Agreement; provided, however, that in every instance described in (a) and (b), PMLT shall make arrangements
with Company reasonably in advance and shall use its best efforts to avoid interruption and to minimize interference with the normal
business and operations of Company. Any such investigation or inspection by PMLT shall not be deemed a waiver of, or otherwise
limit, the representations, warranties or covenants of Company contained herein.
3.2 Conduct of Business.
During the period from the date hereof to the Closing Date, Company shall and shall use reasonable efforts, to the extent such
efforts are within Company's control, to cause its business to be operated in the usual and ordinary course of business and in
material compliance with the terms of this Agreement.
PMLT. Until either the contribution agreement is terminated or the contribution closed, Company agrees not to solicit any other
inquiries, proposals or offers to purchase or otherwise acquire, in a contribution transaction or another type of transaction,
the business of Company or the shares of capital stock of Company. Any person inquiring as to the availability of the business
or shares of capital stock of Company or making an offer therefor shall be told that Company is bound by the provisions of this
Agreement. Company as well as its officers, directors, representatives or agents further agree to advise PMLT promptly of any such
PMLT shall (a) give to Company and to Company's counsel, accountants and other representatives reasonable access, during normal
business hours, throughout the period prior to the Closing Date, to all of the books, contracts, commitments and other records
of PMLT and shall furnish Company during such period with all information concerning PMLT that Company may reasonably request;
and (b) afford to Company and to Company's representatives, agents, employees and independent contractors reasonable access, during
normal business hours, to the properties of PMLT in order to conduct inspections at Company's expense to determine that PMLT is
operating in compliance with all applicable federal, state, local and foreign statutes, rules and regulations, and all material
building, fire and zoning laws or regulations and that the assets of PMLT are substantially in the condition and of the capacities
represented and warranted in this Agreement; provided, however, that in every instance described in (a) and (b), Company shall
make arrangements with PMLT reasonably in advance and shall use its best efforts to avoid interruption and to minimize interference
with the normal business and operations of PMLT. Any such investigation or inspection by Company shall not be deemed a waiver of,
or otherwise limit, the representations, warranties or covenants of PMLT contained herein.
3.5 Conduct of Business.
During the period from the date hereof to the Closing Date, the business of PMLT shall be operated by PMLT in the usual and ordinary
course of such business and in material compliance with the terms of this Agreement.
3.6 Approval. As promptly
as reasonably practicable following the date of this Agreement, Company shall take all action reasonably necessary in accordance
with the laws of Nevada and its Organizational Documents to secure the required approval and adoption of this Agreement, including
all requisite shareholder approval.
3.7 Mutual Cooperation.
The initial press release relating to this Agreement shall be a joint press release. Thereafter, each of the Company and PMLT agree
to provide 24 hour pre-notification to the other party of any news releases or regulatory filings which the party proposes to issue
or file and shall agree to consider any reasonable recommendation or suggestion of the other party with respect thereto. PMLT shall
be permitted to make announcements of Company's newsworthy activities provided the consent of the Company is obtained, which
consent shall not be reasonably withheld. Each party shall also provide the other party with notice a reasonable time in advance
of, and shall permit a representative of the other party to review or participate in, any communications, meetings, or correspondence
relating to investor relations matters, including matters relating to public offering activities which are expected to take place
IV. REPRESENTATIONS AND WARRANTIES OF COMPANY
Contributors jointly and severally represent
and warrant to PMLT as follows, with the knowledge and understanding that PMLT is relying materially upon such representations
4.1 Organization and
Standing. Company is a Company duly organized, validly existing and in good standing under the laws of New York. Company has all
requisite corporate power to carry on its business as it is now being conducted and is duly qualified to do business as a corporation
and is in good standing in each jurisdiction where such qualification is necessary under applicable law, except where the failure
to qualify (individually or in the aggregate) does not have any material adverse effect on the assets, business or financial condition
of Company, and all states in which Company is qualified to do business as of the date hereof, are listed in the information in
Schedule 4.1. The copies of the Organizational Documents of Company, as amended to date, delivered to PMLT, are true and complete
copies of these documents as now in effect. Except as otherwise set forth in the information Schedule 4.1, Company does not own
any interest in any other corporation, business trust or similar entity. The minute book of Company contains accurate records of
all meetings of its respective Board of Directors and shareholders since its incorporation.
The issued and outstanding capital stock of Company is 24,905,532 shares. All of such shares of capital stock are duly authorized,
validly issued and outstanding, fully paid and nonassessable, and were not issued in violation of the preemptive rights of any
person. There are no subscriptions, options, warrants, rights or calls or other commitments or agreements to which Company is a
party or by which it is bound, calling for any issuance, transfer, sale or other disposition of any class of securities of Company.
There are no outstanding securities convertible or exchangeable, actually or contingently, into shares of common stock or any other
securities of Company. Company has no subsidiaries.
Agreement constitutes, and all other agreements contemplated hereby will constitute, when executed and delivered by Company in