SHARE EXCHANGE AGREEMENT
THIS AGREEMENT is dated for reference the 31st day of
December, 1998 but actually entered into the 28th day
of December, 1998.
BETWEEN:
LANDSTAR, INC., a company duly incorporated under the
laws of Nevada, and having an office located at 0000
X. Xxxxxx Xxxxx, Xxxxxx, Xxxxxxx 00000
(hereinafter called the "Purchaser")
OF THE FIRST PART
AND:
REBOUND RUBBER CORP., a corporation duly incorporated pursuant
to the laws of the Province of Alberta and having an office
located at 000 - 0000 Xxxxx Xx., Xxxxxxxx, Xxxxxxx Xxxxxxxx;
(hereinafter called the "Company")
OF THE SECOND PART
AND:
ALL OF THE SHAREHOLDERS OF REBOUND RUBBER CORP., as listed
in Schedule "A" hereto,
(hereinafter called the "Vendors")
OF THE THIRD PART
WHEREAS:
A. The Vendors are the beneficial and recorded
owners of all the shares issued and outstanding in the capital
of the Company (collectively referred to as the "Shares");
B. The Company is involved with the development
of a proprietary technology for the reactivation of rubber
(the "Technology") and has obtained certain exclusive rights
to the use and development of the Technology.
C. The Purchaser is desirous of furthering the
development efforts of the Company to implement the commercial
application of the technology and in providing the necessary
funding to complete such project;
D. Based upon the representations and warranties
set forth herein, the Purchaser has agreed to purchase from the
Vendors, on the terms and conditions set forth herein, the Shares
in consideration of the allotment and issuance of fully paid and
non-assessable common shares without par value in the capital
of the Purchaser (the "Payment Shares") as herein provided for;
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration
of these premises and of the respective warranties,
representations, covenants and agreements contained herein,
the parties hereto covenant and agree as follows:
ARTICLE 1
INTERPRETATION AND DEFINITIONS
1.1 Definitions
For all purposes of this Agreement:
(a) "Closing Date" means the date of the Closing referred
to in Article 6.1 hereof;
(b) "Commission" means the Securities and Exchange Commission
of the United States or the ASEC@;
(c) "Company" means REBOUND RUBBER CORP.;
(d) "Exchange" means the NASDAQ Over-the-Counter Bulletin
Board quote system;
(e) "Purchase Price" means, in the aggregate, the issuance
of the Payment Shares;
(f) "Payment Shares" means, in the aggregate, 14,724,100
common shares without par value in the capital of the Purchaser,
or such lesser number of shares as the Regulatory Authorities
may approve and as are agreed to by the parties hereto, to be
allotted and issued to the Vendors in exchange for the Purchased
Shares at a deemed price of Twenty Five cents ($0.25) per share
in accordance with Schedule "A" hereto;
(g) "Purchased Shares" means in relation to the Vendors, One
Hundred percent (100%) of the Shares registered to and/or
beneficially owned by the Vendors (see Schedule "A");
(h) "Purchaser" means Landstar, Inc.
(i) "Regulatory Authorities" means the Exchange, Commission,
and the Superintendent of Brokers;
(j) "Securities Act" means the Securities Act of 1933 and the
rules promulgated under the Securities Act of 1933 and the
Securities Exchange Act of 1934 and the Rules promulgated under
the Securities Exchange Act of 1934;
(k) "Shares" means all, and not less than all, of the issued
and outstanding shares in the capital of the Company being FOURTEEN
MILLION SEVEN HUNDRED and TWENTY FOUR THOUSAND ONE HUNDRED (14,724,100)
common shares without par value and any shares of the Company which
may result as a consequence of the conversion of any outstanding
convertible debt security instruments or otherwise;
(l) "Vendors" means all of the shareholders of the Company
and "Vendor" means any one of them.
1.2 Interpretation
For all purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:
(a) "this Agreement" means this Agreement and all Schedules
attached hereto;
(b) any reference in this Agreement to a designated "Article",
"Section", "Schedule" or other subdivision refers to the
designated Article, Section, Schedule or other subdivision of this
Agreement;
(c) the words "herein" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to
any particular Article, Section or other subdivision of this
Agreement;
(d) the word "including", when following any general
statement term or matter, is not to be construed to limit
such general statement, term or matter to the specific items
or matters set forth immediately following such work or to
similar items or matters, whether or not non-limited language
(such as "without limitation" or "but not limited to" or words
of similar import) is used with reference thereto but rather
refers to all other items or matters that could reasonably fall
within the broadest possible scope of such general statement,
term or matter;
(e) any reference to a statute includes and, unless
otherwise specified herein, is a reference to such statute and
to the regulations made pursuant thereto, with all amendments
made thereto and in force from time to time, and to any statute
or regulations that may be passed which has the effect of
supplementing or superseding such statute or such regulation;
and
(f) words importing the masculine gender include the
feminine or neuter gender and words in the singular include
the plural, and vice versa.
1.3 Schedules
The following are the Schedules to this Agreement, and are
incorporated herein by reference:
Schedule "A": List of Vendors, Purchased Shares and Payment
Shares
ARTICLE 2
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE COMPANY AND VENDORS
2.1 Representations and Warranties
The Vendors and the Company represent and warrant to the
Purchaser, as continuing representations and warranties
which are true and correct on the date hereof or, if any
such representation and warranty is expressed to be made and
given in respect of a particular date other than the date hereto,
then such representation and warranty shall be true and correct
on such date, and all representations and warranties herein shall
be true and correct on each day thereafter to and including the
Closing Date with the same effect as if made and given on and as
of each such day, that to the best of their knowledge, information
and belief:
(a) the Company is duly incorporated, validly existing and
in good standing under the laws of the Alberta, Canada and in
each other jurisdiction in which it carries on business or holds
assets and has the necessary corporate capacity to carry on the
business which it now carries on in such jurisdiction and to
hold the assets which it now holds;
(b) the authorized capital of the Company consists of
100,000,000 common shares without par value, of which a total
of 14,724,100 Common shares have been validly issued and are
outstanding and are fully paid and non-assessable;
(c) other than as previously disclosed and as set out in the
financial statements and the record book of the Company no person
or company has any right, agreement or option, present or future,
contingent or absolute, or any right capable of becoming a right,
agreement or option to require the Company to issue any shares in
its capital or to convert any securities of the Company or of any
other company into shares in its capital;
(d) the Vendors are the beneficial and recorded owners of all
of the issued shares in the authorized capital of the Company
which Shares are free and clear of any actual, pending, or
threatened
liens, charges, claims, options, set-offs, encumbrances, voting
agreements, voting trusts, escrow restrictions or other
limitations
or restrictions of any nature whatsoever except as expressly
disclosed herein; each of the Shares has been validly issued and
is outstanding and fully paid and non-assessable, no person or
company, has any right, agreement or option, present or future,
contingent or absolute, or any right capable of becoming a right,
agreement or option to purchase or otherwise acquire any of such
Shares;
(e) the Directors of the Company are as follows:
Name Office
------------- -----------------
D. Xxxxx Xxxxxxx Director/President
Xxxxx Xxxxx Director
Dr. F. Xxx Xxx Lu Director
(f) the corporate records of the Company, as required to
be maintained by the Company under its act of incorporation,
are accurate, complete and up-to-date in all material respects
and all material transactions of the Company have been promptly
and properly recorded in its books or filed with its records;
(g) the Company does not have any liability, due or accruing,
contingent or absolute, and is not directly or indirectly subject
to any guarantee, indemnity or other contingent or indirect
obligation with respect to the obligation of any other person or
company, other than as previously disclosed to the Purchaser;
(h) the Company has good and marketable title to all of its
assets and such assets are free and clear of any encumbrances,
financial or otherwise; other than as previously disclosed to
the Purchaser;
(i) the Company holds all permits, licenses, consents and
authorities issued by any government or governmental authority
which are necessary in connection with the operation of its
business and the ownership of its properties and assets;
(j) the Company has filed all necessary tax returns in all
jurisdictions required to be filed by the Company, all returns
affecting workers' compensation with the appropriate agency,
corporation capital tax returns, if required, and any other
material reports and information required to be filed by the
Company with any governmental authority; the Company has paid
all income, sales and capital taxes payable by it; the Company
has withheld and remitted to tax collection authorities such
taxes as are required by law to be withheld and remitted; the
Company has paid all installments of corporate taxes due and
payable, and there is not presently outstanding any notice of
re-assessment from any applicable tax collecting authority;
(k) the Company has not declared or paid any dividends of
any kind or declared or made any other distributions of any
kind whatsoever including, without limitation, by way of
redemption, repurchase or reduction of its authorized capital;
(l) there exists no material adverse condition with respect
to the financial condition and position of the Company and no
damage, loss destruction or other change in circumstances
materially affecting the business, property or assets of the
Company or its right or capacity to carry on business since the
date of the letter of intent;
(m) the Company has not engaged in any transaction or made
any disbursement or assumed or incurred any liability or
obligation or made any commitment, including, without limitation,
any forward purchase commitment or similar obligation, to make
any expenditure which would materially affect its operations,
property, assets or financial condition except any commitments
incurred in the course of its normal and ordinary day to day
business;
(n) the Company has not purchased, leased or acquired, or
agreed to purchase, lease or acquire, any additional property
or assets and has not sold, transferred, disposed, mortgaged,
pledged, charged, leased or otherwise encumbered, or agreed to
sell, transfer, dispose of, mortgage, pledge, charge, lease or
otherwise encumber, any of its property or assets other than
those acquired by it, or sold, disposed of or encumbered by it
in the course of its normal and ordinary day to day business;
(o) the Company has not waived or surrendered any right of
substantial value and has not made any gift of money or of any
of its property or assets;
(p) the Company has carried on its business in the normal
course;
(q) the Company does not have outstanding any material
continuing contractual obligations whatsoever relating to or
affecting the conduct of its business or any of its property
or assets or for the purchase, sale or leasing of any property
other than those contracts entered into by it in the course of
its normal and ordinary day to day business;
(r) except as previously disclosed, there are no management
contracts or consulting contracts to which the Company is a party
or by which it is bound other than as provided for herein, no
amount is payable or has been agreed to be paid by the Company
to any persons as remuneration, pension, bonus, share of profits
or other similar benefit and no director, officer or member, or
former director, officer or member, of the Company, nor any
associate or affiliate of any such person, has any claim of any
nature against, or is indebted to, the Company;
(s) the Company is not in default under or in breach of, or
would, after notice or lapse of time or both, be in default under
any contract, agreement, indenture or other instrument to which
it is a party or by which it is bound nor will the consummation
of the transactions contemplated hereby conflict with, constitute
a default under, result in a breach of, entitle any person or
company to a right of termination under, or result in the creation
or imposition of any lien, encumbrance or restriction of any nature
whatsoever upon or against the property or assets of the Company
under its constating documents, any contract, agreement indenture
or other instrument to which it is a party or by which it is bound,
any law, judgment, order, writ, injunction or decree of any court,
administrative agency or other tribunal or any regulation of any
governmental authority, and all such contracts, agreements,
indentures, or other instruments are in good standing and the
Company is entitled to all benefits thereunder;
(t) the Vendors have the full and absolute right, power and
authority to enter into this Agreement on the terms and subject
to the conditions herein set forth, to carry out the transactions
contemplated hereby and to transfer the legal and beneficial
title and ownership of the Shares to the Purchaser;
(u) the Vendors have no information or knowledge of any facts
pertaining to the Company which, if known to the Purchaser, might
reasonably be expected to deter the Purchaser from completing the
transactions contemplated hereby;
(v) there are no actions, suits, proceedings or investigations
pending or, to the knowledge of the Purchaser, threatened against
or affecting the Purchaser, at law or in equity, before or by any
Court, administrative agency or any governmental authority;
(w) that no change will occur in the constating documents or
Articles of the Company from the date hereof to the Closing Date;
and
2.2 Covenants of Vendors
The Vendors covenant and agree with the Purchaser that:
(a) the Vendors will cause the Company to take all actions
required under its constating documents to approve the transfer
of the Shares by the Vendors to the Purchaser as contemplated by
this Agreement;
(b) the Vendors will cause the Company, at all reasonable
times prior to the Closing Date, to provide the Purchaser with
full access to such records of the Company and to furnish the
Purchaser with such information with respect thereto and with
respect to any other matters pertaining to the Company as the
Purchaser may reasonably require; provided that any information
which the Purchaser and its directors and officers has received
pursuant to this subparagraph is confidential and will not be
released to any other party or parties nor will it be used by
the Purchaser or its directors or officers for their own benefit
without the permission of the Vendors. Without limiting the
generality of the foregoing, the Vendors agree to provide
certified true copies of all material contracts which remain
in effect as of the date of this Agreement or which are to take
effect after the date of this Agreement;
(c) the Vendor and the Company will, both before and after
the Closing Date, execute and do all such further deeds, acts,
things and assurances as may be required in the reasonable opinion
of the Purchaser's counsel for more perfectly consummating the
transactions contemplated herein and will use their best efforts
to ensure a smooth transition of control and management of the
Company to the Purchaser;
2.3 Covenants of the Company
The Company covenants and agrees with the Purchaser that it will
not, prior to the Closing Date, except with the prior written
consent of the Purchaser:
(a) make any employment contracts or other arrangements with
any officers, agents, servants or employees of the Company;
(b) make or assume any commitment, obligation or liability
which is outside of the usual and ordinary course of the business
of the Company and for the purpose of carrying on the same, but
the Company will operate its properties and carry on its business
as heretofore and will maintain all of its properties, rights and
assets in good order and repair;
(c) declare or pay any dividends or make any other distributions
or appropriations of profits or capital;
(d) create or assume any indebtedness other than in the ordinary
course of business or guarantee the obligations of any third party;
or
(e) sell or otherwise in any way alienate or dispose of or
encumber any of its assets.
2.4 Accuracy
The Company and the Vendors, jointly and severally, warrant and
represent that to the best of their knowledge, information and
belief, all of the representations, warranties and covenants made
by the Company and the Vendors in Article 2.1 are true and correct
as such apply to the Company.
ARTICLE 3
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER
3.1 Purchaser's Representations and Warranties
The Purchaser represents and warrants to the Vendors, and each
of them as continuing representations and warranties which are
true and correct on the date hereof or, if any such representation
and warranty is expressed to be made and given in respect of a
particular date other than the date hereof, then such
representation and warranty shall be true and correct on such date,
and all representations and warranties herein shall be true and
correct on each day thereafter to and including the Closing Date
with the same effect as if made and given on and as of each such
day, that:
(a) the Purchaser is a company duly incorporated, validly
existing and in good standing under the laws of the State of
Nevada and has the necessary corporate capacity and is fully
qualified in the State of Nevada and each other jurisdiction in
which it carries on business or holds assets to carry on the
business which it now carries on and to hold the assets which
it now holds;
(b) as of the date of the Closing of this Agreement, the
authorized capital of the Purchaser will consist of 100,000,000
common shares without par value, of which 2,600,000 shares will
have been validly issued and will be outstanding as fully paid
and non-assessable subject always to Article 3.1(c) hereof;
(c) other than as previously disclosed no person or company
has or will have any right, agreement or option, present or
future, contingent or absolute, or any right capable of becoming
a right, agreement or option:
i) to require the Purchaser to issue any share in its capital
or to convert any securities of the Purchaser of any other company
into shares in its capital;
ii) for the issue or allotment of any of its authorized but
unissued Purchaser's Common Shares; or
iii) to require the Purchaser to purchase, redeem or otherwise
acquire any of its issued and outstanding Purchaser's common shares;
other than as provided hereafter:
a) 14,724,100 shares to be issued pursuant to this Agreement;
b) 950,000 shares to be issued pursuant to finder=s fees to be
paid in connection with the transaction contemplated hereby; and
c) 6,000,000 shares to be allocated for issuance to holders of
convertible securities in the capital of the Company.
(d) the directors and officers of the Purchaser as of the date
hereof are as follows:
Name Position
-------------- -------------------
Xxxxx Xxxxxxx President/Director
Xxxxxxx Xxxxx Director
(e) the Purchaser holds all permits, licenses, consents and
authorities issued by any government or governmental authority
which are necessary in connection with the operation of its business
and of the ownership of its business and of the ownership of its
properties and assets;
(f) the Purchaser has filed all necessary federal and State
tax returns and any other reports and information required to be
filed by the Purchaser with any governmental authority; the
Purchaser has paid all federal, State and foreign income, sales
and capital taxes payable by it; the Purchaser has withheld and
remitted the appropriate taxes to the Internal Revenue Service;
the Purchaser has paid all installments of corporate taxes due
and payable, and there is not presently outstanding any notice
of re-assessment from the Internal Revenue Service or any applicable
tax collecting authority;
(g) the Purchaser has not declared or paid any dividends of
any kind nor declared nor made any other distributions or any
kind whatsoever including, without limitation, by way of redemption
or repurchase of the Purchaser's Common Shares or reduction of capital;
(h) there has been no material adverse change in the
financial condition and position of the Purchaser and no damage,
loss destruction or other change in circumstances materially
affecting the business, property or assets of the Purchaser or
its right or capacity to carry on business since the date of the
Financial Statements of the Purchaser;
(i) the Purchaser has not engaged in any transaction or made
any disbursement or assumed or incurred any liability or obligation
or made any commitment, including, without limitation, any forward
purchase commitment or similar obligation, to make any expenditure
which would materially adversely affect its operations, property;
assets or financial condition;
(j) the Purchaser has not purchased, leased or acquired or
agreed to purchase, lease or acquire, any additional property or
assets and has not sold, transferred, disposed, mortgaged, pledged,
charged, leased or otherwise encumbered, or agreed to sell, transfer,
dispose of, mortgage, pledge, charge, lease or otherwise encumber,
any of its property or assets other than those acquired by it or
sold, disposed of or encumbered by it in the course of its normal
and ordinary day to day business;
(k) the Purchaser has not waived or surrendered any right of
substantial value and has not made any gift of money or of any
of its property or assets;
(l) the Purchaser has carried on its business in the
normal course;
(m) the Purchaser does not have outstanding any continuing
contractual obligations whatsoever relating to or affecting the
conduct of its business or any of its property or assets or for
the purchase, sale or leasing of any property other than those
contracts entered into by it in the course of its normal and
ordinary day to day business;
(n) other than previously disclosed by the Purchaser to the
Company and the Vendors, there are no management contracts or
consulting contracts to which the Purchaser is a party or by
which it is bound, no amount is payable or has been agreed to
be paid by the Purchaser to any person as remuneration, pension,
bonus, share of profits or other similar benefit, and no director,
officer or member, or former director, officer or member, of the
Purchaser, nor any associate or affiliate of any such person, has
any claims of any nature against, or is indebted to the Purchaser;
(o) the Purchaser is not in default under or in breach of, or
would, after notice or lapse of time or both, be in default under
or in breach of, and neither this Agreement nor the consummation
of the transactions contemplated hereby will conflict with,
constitute a default under, result in a breach of, entitle any
person or company to a right of termination under, or result in
the creation or imposition of any lien, encumbrance or restriction
of any nature whatsoever upon or against the property or assets of
the Purchaser under its constating documents, any contract, agreement,
indenture or other instrument to which it is a party or by which
it is bound, any law, judgment, order, writ, injunction or decree of
any court, administrative agency or other tribunal or any regulation
of any governmental authority, and all such contracts, agreements,
indentures, or other instruments are in good standing and the
Purchaser is entitled to all benefits thereunder;
(p) there are no actions, suits proceedings or investigations
pending to the knowledge of the Purchaser, threatened against or
affecting the Purchaser, at law or in equity, before or by any court,
administrative agency or other tribunal or any governmental authority,
other than as previously disclosed to the Vendor;
(q) the Purchaser has good and marketable title or leasehold
title to all of its properties and assets shown or reflected in the
Financial Statements of the Purchaser and such properties and assets
are free and clear of any liens, charges or encumbrances;
(r) the Financial Statements of the Purchaser are true and
correct in every material respect, were prepared in accordance
with generally accepted accounting principles and fairly reflect
the business, property, assets and financial position of the
Purchaser as at the date of the Financial Statements of the
Purchaser and the results of its operations for the period then
ended and there are no liabilities of the Purchaser, contingent
or otherwise, not reflected in the Financial Statements of the
Purchaser;
(s) the Purchaser does not beneficially own, directly or
indirectly, shares of any other corporate entity or any interest
in a partnership, joint venture or other business entity;
(t) there are no contractual obligations of the Purchaser
considered onerous by the Purchaser which have not been disclosed
to the Vendors and the Purchaser has no information or knowledge
of facts pertaining to the Purchaser which, if known to the Company,
might reasonably be expected to deter the Company from completing
the transactions contemplated hereby;
(u) that no change will occur in the constating documents or
Articles of the Purchaser from the date hereof to the Closing Date;
and
(v) the Purchaser is not a "reporting issuer" within the
meaning of the Securities Act (1933) and the Purchaser is up-to-date
and in good standing with respect to all filings required to be made
with the Regulatory Authorities.
3.2 Covenants of the Purchaser
The Purchaser covenants and agrees with the Vendors that:
(a) the Purchaser will forthwith use its best efforts to
obtain the necessary approvals of the Regulatory Authorities of
the terms of this Agreement;
(b) the Purchaser will, both before and after the Closing Date,
execute and do all such further deeds, things and assurances as may
be required in the reasonable opinion of the Vendor's counsel for
more perfectly consummating the transactions contemplated herein;
and
(c) if required by the Regulatory Authorities or considered
necessary or appropriate by the Purchaser's Counsel, the Purchaser
will forthwith take steps to convene either an annual general
meeting or an extraordinary general meeting of its shareholders
at the earliest opportunity and shall use its best efforts to obtain
the approval by the shareholders of the terms of this Agreement.
(d) the Purchaser will work with the Vendors as a management
group to further the business objectives of the Company and to
further the development of the Technology.
3.3 Negative Covenants
The Purchaser further covenants and agrees with the Vendors and
the Company that it will not, prior to the Closing Date, except
with the prior written consent of the Company;
(a) make or assume any commitment, obligation or liability
which is outside of the usual and ordinary course of the business
of the Purchaser and for the purpose of carrying on the same, but
the Purchaser will operate its properties and carry on its business
as heretofore and will maintain all of its properties, rights and
assets in good order and repair;
(b) declare or pay any dividends on its common shares or make
any other distributions or appropriations of profits or capital;
(c) create or assume any indebtedness or guarantee the
obligations of any third party; or
(d) sell or otherwise in any way alienate or dispose of any
of its assets other than in the ordinary course of business.
ARTICLE 4
PURCHASE AND SALE
4.1 Purchase and Sale
Based upon the representations, warranties and covenants of the
parties herein contained and subject to the conditions herein
contained, the Purchaser hereby purchases and the Vendors hereby
sell the Purchased Shares and all right, title and interest of
the Vendors in and to the Purchased Shares.
4.2 Consideration
In consideration of the purchase and sale herein contemplated
and in complete satisfaction of the purchase price for the
Purchased Shares the Purchaser shall:
(a) allot and issue to the Vendors FOURTEEN MILLION SEVEN
HUNDRED AND TWENTY FOUR THOUSAND ONE HUNDRED (14,724,100) fully
paid and non-assessable common shares of the Purchaser
(the "Payment Shares") at a deemed value of $0.25 per share, or
$3,681,025 for the 100% interest, to be paid and transferred to
the Vendors in accordance with the terms hereof and the restrictions
as may be imposed by the regulatory authorities and the terms of
the Voluntary Pooling Agreement attached hereto as Schedule B
and forms a part hereof.
(b) allot for issuance that number of shares as will equal
the number of shares to be converted into common shares of the
Company upon the conversion of the outstanding Convertible
Debentures issued by the Company entitling the holders thereof
to convert the debt obligation secured thereby into common
shares of the Company.
(c) the Purchaser further agrees to pay all of the costs
associated with this purchase and sale and specifically to pay
the legal costs to be incurred by either the Company or Vendors
or on their behalf.
4.3 Hold Conditions
The Vendors acknowledge and agree that some or all of the Payment
Shares to be received by them may be subject to minimum holding
periods, such shares to be "Free Trading" only upon the expiry of
such minimum holding periods as may be imposed by the Regulatory
Authorities or such other holding periods as are stipulated by
the terms of such collateral agreements as are or may be entered
into by the parties hereto.
ARTICLE 5
CONDITIONS
5.1 Purchaser's Conditions
The obligations of the Purchaser to complete the transactions
contemplated hereby are subject to the following conditions
(which are for the exclusive benefit of the Purchaser) having
been satisfied or expressly waived in writing by the Purchaser:
(a) prior to the Closing Date the Purchaser shall not have
become aware of any breach of any of the warranties and
representations of the Company or the Vendors set forth in
Article 2 hereof;
(b) all of the covenants and agreements of the Company and
the Vendors to be observed or performed on or before the Closing
Date pursuant to the terms hereof shall have been duly observed
or performed;
(c) such documents in form and content necessary to transfer
ownership of the Purchased Shares from the Vendors to the
Purchaser as Purchaser's counsel considers appropriate shall have
been delivered by the Vendors to the Purchaser; and
5.2 Vendor's Conditions
The obligations of the Vendor to complete the transactions
contemplated hereby are subject to the following conditions
(which are for the exclusive benefit of the Vendor) having
been satisfied or expressly waived in writing by the Vendor:
(a) the authorized capital of the Purchaser consists of
100,000,000 Common shares of which 2,600,000 have been validly
allotted and issued and are outstanding as fully paid and
non-assessable;
(b) that this Agreement and all documents prepared in
connection with this Agreement have been duly executed and
authorized and are valid and binding on the Purchaser in
accordance with their terms;
(c) that the Purchaser's Common Shares to be issued to the
Vendors have been issued to the Vendors in accordance with all
applicable provisions of the State of Nevada Domestic and Foreign
Corporation Laws and the constating documents of the Purchaser and
that such shares are fully paid and non-assessable and as to all
other legal matters pertaining to the Purchaser and the
transactions contemplated hereby as the Vendors' counsel may
reasonably require;
(d) all consents, approvals and authorizations of the
Regulatory Authorities required in connection with the transactions
herein contemplated have been obtained and are in full force;
(e) prior to or on the Closing Date the Vendors shall not
have become aware of any breach of any of the warranties and
representations of the Purchaser set forth in Article 3.1;
(f) all of the covenants and agreements of the Purchaser to
be observed or performed on or before the Closing Date pursuant
to the terms hereof shall have been duly observed or performed.
(g) the Purchaser has delivered to the Vendors on the Closing
Date all of the documents set forth in Clause 6.2(b);
(h) the transactions contemplated by this Agreement shall have
been approved by the Exchange on conditions reasonably acceptable
to the Vendors.
5.3 Mutual Obligations
The obligations of the parties to complete the transactions
contemplated hereby are subject to the following conditions
having been satisfied or expressly waived in writing by all
parties:
(a) the Purchaser shall have obtained on or before the
Closing Date, the approval of the shareholders of the Purchaser,
and of the Exchange of this Agreement and the allotment and
issuance of the Payment Shares to the Vendors pursuant to the
provisions hereof; and
(b) the Purchaser shall have obtained on or before the
Closing Date the approval of the Commission in respect of
allotment and issuance of the Payment Shares to the Vendors
to the extent that such share issuances are not specifically
exempted under the Securities Act;
ARTICLE 6
CLOSING
6.1 Closing Date
The completion of the transactions contemplated hereby
(the "Closing") shall occur on the Closing Date, which
shall take place ten (10) calendar days following the
day upon which all of the approvals and determinations
required to be obtained pursuant to this Agreement have
been obtained by the Purchaser, or such earlier date that
the Purchaser and the Vendors may agree.
6.2 Deliveries on Closing
On the Closing Date:
(a) the Vendors shall deliver to the Purchaser:
i) a copy of the resolution of the Directors of the
Company approving the transfer to the Purchaser by the
Vendors of the Shares;
ii) all books, records and accounts of the Company and
any other information necessary for the Purchaser to operate
and manage the business of the Company and the assets
presently owned by the Company.
(b) the Purchaser shall deliver to the Vendors:
i) a letter from the Purchaser's Registrar and Transfer
Agent confirming the issuance of the Payment Shares to or
on behalf of the Vendors in the proportions set forth in
Schedule "A" hereto;
ii) a copy of a letter from the Exchange approving the
terms of this Agreement;
iii) the approval of the Commission in respect of the
allotment and issuance of the Payment Shares to the extent
that such share issuances are not specifically exempted
under the Securities Act;
ARTICLE 7
PUBLICITY
7.1 Publicity
The Purchaser Agrees that it shall make no public announcements
or disseminate any information to any party with respect to this
transaction except as may be required by the rules and policies
of the Exchange and applicable securities legislation of any
governmental agency having jurisdiction. The Purchaser agrees
to give the Vendors forty-eight (48) hours notice prior to
making any public announcements or disseminating any information
which notice shall include the information which the Purchaser
proposes to release.
ARTICLE 8
MISCELLANEOUS
8.1 Survival
All of the representations, warranties, covenants and agreements
of the Vendors, the Purchaser and the Company shall survive the
Closing Date.
8.2 Indemnity
The Vendors shall indemnify and save the Purchaser harmless
from any loss or damage sustained by the Purchaser arising out
of or in connection with any breach of any
representation, warranty, covenant, agreement or condition of
the Vendors contained herein and the same rights shall apply to
the Vendors against the Purchaser mutatis mutandis.
8.3 Examination
The Vendors or their agents shall have the right during the period
from the date hereof to the Closing Date to verify or cause to be
verified the representations and warranties set out herein and to
examine all books, documents, records, accounts and files of the
Purchaser. The Purchaser or its agent shall have the right during
the period from the date hereof to the Closing Date to verify or
cause to be verified the representations and warranties set out
herein and to examine all books, documents, records, accounts
and files of the Company. Any such examination by either the
Vendors or the Purchaser shall not prejudice any claim for
breach of any such representations and warranties.
8.4 Notice
Any notice, document or communication required or permitted to
be given hereunder shall be in writing at the following addresses,
or such other addresses as the parties may specify in writing:
To the Purchaser: Landstar, Inc.
0000 X. Xxxxxx Xxxxx or 000 -000 Xxxxxx Xx.
Tucson, Arizona 85750 Xxxxxxxxx, XX X0X 0X0
Attention: Xx. Xxxxx Xxxxxxx
To the Company and the Vendors:
At the address of the Company set forth on the face page hereof.
and to: each vendor at the address set forth in
Schedule "A" hereto.
Notices shall be effective if delivered personally to either
the Purchaser, the Company or the Vendors or if mailed, shall
be deemed to have been received ten (10) days after deposit in
a post office in Canada or in the United States of America. If
there should be at the time of mailing or between the time of
mailing and actual receipt thereof, a mail strike, slowdown or
other labour dispute which may affect the delivery of such notice
by mail, then such notice shall only be effective if actually
delivered.
8.5 Time
Time shall be of the essence hereof.
8.6 Entire Agreement
This Agreement constitutes the entire agreement between the
parties hereto and supersedes all prior contracts, agreements
and understandings between the parties. There are no
representations warranties, collateral agreements or conditions
affecting this transaction other than as are expressed or
referred to herein in writing.
8.7 Governing Law
This Agreement shall be governed by and construed in accordance
with the laws of the State of Nevada and the Province
of British Columbia.
8.8 Enurement
This Agreement shall enure to the benefit of and be binding
upon the respective heirs, successors and assigns of the parties
hereto.
8.9 Schedules
The schedules attached to this Agreement are incorporated by
reference as fully as though contained in the body hereof.
Wherever any term or conditions, expressed or implied, in such
schedules conflicts or is at variance with any term or conditions
of this Agreement, the terms or conditions of this Agreement
shall prevail.
IN WITNESS WHEREOF the parties hereto have executed this
Agreement on the day and year first set forth above.
THE COMMON SEAL OF )
LANDSTAR, INC. )
was hereunto affixed in the )
presence of: )
)
/s/ Xxxxx Xxxxxxx )
------------------ ) C/S
Authorized Signatory )
THE COMMON SEAL OF )
REBOUND RUBBER CORP. )
was hereunto affixed in the )
presence of: )
)
/s/ Xxxxx Xxxxx ) /s/ Xxxxxxx Pinch
--------------- ) -----------------
Authorized Signatory ) Witness
)
/s/ D. Xxxxx Xxxxxxx )
-------------------- )
Authorized Signatory )
SIGNED ON BEHALF OF THE SHAREHOLDERS AS LISTED IN
SCHEDULE "A" HEREIN ATTACHED:
SIGNED, SEALED AND DELIVERED )
by D. XXXXX XXXXXXX )
in the presence of: )
)
/s/ Xxxxxxx Pinch ) /s/ D. Xxxxx Xxxxxxx
-------------- ) --------------------
Name ) D. XXXXX XXXXXXX
)
)
0000 Xxxxxx Xxxxxx )
Victoria, British Columbia )
------------------------- )
Address )
)
)
Chartered Accountant )
-------------------- )
Occupation )
SIGNED, SEALED AND DELIVERED )
by DR. F. XXX XXX LU )
in the presence of: )
) /s/ Xxx Xxx Lu
) ------------------
Name ) DR. F. XXX XXX LU
)
Address )
)
)
)
Occupation )
SIGNED, SEALED AND DELIVERED )
by XXXXX XXXXX )
in the presence of: )
)
/s/ Xxxxxxx X. Pinch )
--------------------- )
Name ) /s/ Xxxxx Xxxxx
) ----------------
0000 Xxxxxx Xxxxxx ) XXXXX XXXXX
Xxxxxxxx, Xxxxxxx Xxxxxxxx )
--------------------------- )
Address )
)
)
Chartered Accountant )
-------------------- )
Occupation )
SCHEDULE "A"
SHAREHOLDERS OF REBOUND RUBBER CORP.
Name of Shareholder No. of Shares Signature of Shareholder
/s/ D.Xxxxx Xxxxxxx
Kentucky Financial Inc. 5,000,100 -----------------------
Authorized Signatory
/s/Xxx Xxx Lu
Xxx Xxx Lu 2,087,000 -----------------------
/s/D. Xxxxx Xxxxxxx
Xxxxx Xxxxxxx 2,000,000 -----------------------
/s/Xxxxx Xx
Xxxxx Xx 1,000,000 -----------------------
/s/Xxxxxxx Pinch
Xxxxxxx Pinch 606,000 -----------------------
/s/Xxx X. Mowers
Xxx X. Mowers 600,000 -----------------------
/s/ D.XXXXX XXXXXXX
Kentucky Financial Inc. 600,000 -----------------------
/s/Xxxxxx Xxxx
Xxxxxx Xxxx 310,000 -----------------------
/s/Xxxxxx Xxxx
Xxxxxx Xxxx 300,000 -----------------------
/s/D. Xxxxx Xxxxxxx
Great Wall Trading Ltd. 300,000 -----------------------
/s/XXx Xxxxxxx
S.J.H. Corporate Services 240,000 -----------------------
Authorized Signatory
/s/Xxxxxx Xxx
Xxxxxx Xxx 200,000 -----------------------
/s/Xxxxx Xxxxx
Xxxxx Xxxxx 164,000 -----------------------
/s/Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx 120,000 -----------------------
/s/ Xxxxx Xxx
Xxxxx Xxx 100,000 -----------------------
/s/Xxxxx Xxxxxxx
Xxxxx Xxxxxxx, RRSP 100,000 -----------------------
/s/Xxxxx Xxxxx
Midland Xxxxxx Capital Inc. 65,000 -----------------------
ITF Xxxxx Xxxxx RRSP Authorized Signatory
/s/Xxxxx Xxxxx
Midland Xxxxxx Capital Inc.65,000 -----------------------
ITF Xxxxx Xxxxx RRSP Authorized Signatory
/s/ Xxxxx Xxxxx
A. T. L. Holdings Ltd. 50,000 -----------------------
Authorized Signatory
Name of Shareholder No. of Shares Signature of Shareholder
/s/Xxxxxxx Xxxxxxxx
Xxxxxxx XxXxxxxx 50,000 -----------------------
/s/Xxxxxxx Xxxxxxxx
Xxxxxxx XxXxxxxx 50,000 -----------------------
/s/Xxxx Xxx
X. Xxx 50,000 -----------------------
/s/Xxxxxxx Xxxx
Xxxxxxx Xxxx 40,000 -----------------------
/s/Xxxxxx X.Xxxx
Xxxxxx X. Xxxx 32,000 -----------------------
/s/Xx. Xxxx
Xx. Xxxx 30,000 -----------------------
/s/Zhou Xxxx
Xxxx Bing 30,000 -----------------------
/s/Xxxxx Xxxxx
Xxxxx Xxxxx 30,000 -----------------------
/s/Xxxxxx Xxxxx
Xxxxxx Xxxxx 30,000 -----------------------
/s/Xxxxxx Xxx
Xxxxxx Xxx 30,000 -----------------------
/s/Xxxxxx Xxxxx
Xxxxxx Xxxxx 20,000 -----------------------
/s/Xxxxx Xxxxx
Xxxxx Xxxxx 20,000 -----------------------
/s/Xxxxxx X.X.Xxxx
Xxxxxx X.X. Xxxx 20,000 -----------------------
/s/ Xxxxx Xxxx
Xxxxx Xxxx 20,000 -----------------------
/s/Xxxxx Xxxxxxx Xxx
Xxxxx Xxxxxxx Xxx 20,000 -----------------------
/s/ Xxxxxxx Xxx
Xxxxxxx Xxx 20,000 -----------------------
/s/ Xxxxxx Xxxx
Xxxxxx Xxxx 18,000 -----------------------
/s/Xxxxx X'Xxxxx
Xxxxx X'Xxxxx 14,000 -----------------------
/s/ Xxxxxxx Xxxx
Xxxxxxx X. Xxxx 10,000 -----------------------
/s/Xxxx Xxxx
Xxxx Xxxx 10,000 -----------------------
/s/Xxxxxx X. Xxxx
Xxxxxx X. Xxxx 10,000 -----------------------
/s/ Siu Lan Xxxxx
Xxx Xxx Xxxxx 10,000 -----------------------
/s/ Xxxxx Xxx
Xxxxx Xxx 10,000 -----------------------
Name of Shareholder No. of Shares Signature of Shareholder
/s/ Xue Xxxx Xx
Xue Xxxx Xx 7,000 -----------------------
/s/Chi Xxx Xxxx
Chi Xxx Xxxx 6,000 -----------------------
/s/ Xxxxx Xxxx
Xxxxx Xxxx 6,000 -----------------------
