Agreement for Change of Control
Of
Sooner Holdings, Inc.
This agreement (the "Agreement") is entered into effective July 17, 2008 by and
among Xxxx XxXxx, ("Xxxx XxXxx"); X.X. Xxxxxxxxxx XX and Xxxxxx X. Xxxxx ("the
Sooner Pair"); and Sooner Holdings, Inc., an Oklahoma corporation ("Sooner
Holdings").
In consideration of the representations, promises and undertakings set forth
below, the parties agree as follows:
1. Representations by Xxxx XxXxx to the Sooner Group -
o That he has developed a business plan to purchase an equity
position in an Infrastructure Company which will be lead
developer in the construction of an extension of the existing
monorail network in Las Vegas, Nevada that will connect to a
to-be-built high-speed train to southern California. In addition,
Xxxx XxXxx will purchase an equity position in an associated real
estate development company which will capitalize on the
opportunities of development along and near to their
transportation systems.
o that the achievement of the business plan includes, among other
matters, that Xxxx XxXxx obtain control of an SEC-registered,
shell public company that is in good standing, current in its
filing of periodic reports with the SEC, and whose stock is
traded on the OTC Bulletin Board.
2. Representations of the Sooner Pair. The Sooner Pair represents to Xxxx
XxXxx
o that they own, respectively, the following outstanding shares of
common stock of Sooner Holdings, Inc., an Oklahoma corporation:
Xxxxxxxxxx - 9,224,008 and Kenan - 1,147,778, which 10,371,786
shares constitute 81.7% of the 12,688,016 outstanding shares of
Sooner Holdings, Inc., and
o that Sooner Holdings, Inc. is an SEC-registered, shell public
company that is in good standing, current in its filing of
periodic reports with the SEC, and whose stock is traded on the
OTC Bulletin Board.
3. Xxxx XxXxx'x purchase of shares of Sooner Holdings common stock from
the Sooner pair. Xxxx XxXxx promises to purchase from the Sooner Pair
9,124,008 of Xxxxxxxxxx'x shares and 1,047,778 of Kenan's shares for a
total consideration of $650,000. Xxxxxxxxxx promises to sell to Xxxx
XxXxx 9,124,008of his shares for $583,045, and Kenan promises to sell
to Xxxx XxXxx 1,047,778 of his shares for $66,955. Payment for these
shares shall be made by Xxxx XxXxx by wire transfer on or before 5
p.m., Central Daylight Time, August 15, 2008.
4. Xxxx XxXxx'x purchase of 29,828,214 newly-issued shares from Sooner
Holdings. Xxxx XxXxx shall also purchase 29,828,214 shares of
newly-issued common stock from Sooner Holdings at a purchase price of
Exhibit 10
Page 1 of 6 Pages
$0.064 a share, and Sooner Holdings agrees to sell to Xxxx XxXxx
29,828,214 shares of its common stock at a purchase price of $0.064 a
share. This would involve the payment of $1,909,006 to Sooner within 2
years. If it should be inconvenient to pay that sum at that time, the
Corporation could extend the due date.
5. The Closing. The Closing of this Agreement shall be accomplished on or
before 4 p.m., Nevada, USA Time, August 15, 2008 and shall consist of
the following:
5.1. Xxxx XxXxx shall wire transfer the $650,000 described in
paragraph 3 above to the Sooner Pair at wire transfer coordinates
to be provided by the Sooner Pair.
5.2. Provided they are given three days notice of the pending Closing,
the Sooner Pair, upon being notified that the $650,000 has been
wired to their bank accounts, shall send, by Federal Express, to
a designated representative of Xxxx XxXxx the stock certificates
being purchased by the Xxxx XxXxx from them.
5.3. Sooner Holding shall deliver by Federal Express to one of Xxxx
XxXxx designated by it -
o upon receipt of payment for the shares identified in
paragraph 4 above, stock certificates for such shares,
o documents signed by the necessary officers of Sooner
Holdings that, when filed or delivered to the addressees,
will amend the articles of incorporation of Sooner Holdings
(i) to increase the authorized capital to 100,000,000 shares
of Preferred Stock, (ii) to increase the authorized capital
to 500,000,000 shares of Common Stock or an unlimited amount
of Common Stock, and (iii) to change the name of Sooner
Holdings to "Las Vegas Titan Development Co., Ltd." or other
name designated by Xxxx XxXxx,
o documents signed by the necessary officers of Sooner
Holdings, for filing in Nevada and Oklahoma, that move from
Oklahoma to Nevada the State of incorporation of the
company,
o signed resignations of the officers and directors of Sooner
Holdings, effective upon receipt of payment for the shares
designated in paragraphs 3 and 4 above,
o a Form 8-K, prepared for SEC filing by the new management of
Sooner Holdings, describing the closing of the transaction
described herein, the issuance of new shares of common stock
of Sooner Holdings, the change of its officers and directors
and the at-least five-years background of the new officers
and directors, and
o an invoice to Sooner Holdings from Fuller, Tubb, Xxxxxxxx
and Xxxxx for the attorney's and staff's work performed in
effecting the Closing described in this paragraph 5.
6. Sooner Holdings' further representations to Xxxx XxXxx. Sooner
Holdings' represents to Xxxx XxXxx as follows, which representations
shall continue through the Closing described in paragraph 5 above:
Exhibit 10
Page 2 of 6 Pages
6.1. Financial Statements. Its financial statements as filed with the
Securities and Exchange Commission in a Form 10-KSB for the
fiscal period ended September 30, 2007, and interim financial
statements for the period ended June 30, 2008 in a Form 10-QSB
are correct in all material respects.
6.2. Articles and Bylaws. Complete and accurate copies of the
Certificate and Articles of Incorporation and Bylaws of Sooner
Holdings together with all amendments thereto to the date hereof
will be delivered to Xxxx XxXxx before the Closing.
6.3. Shareholders. A complete list of all persons or entities holding
capital stock of SOONER HOLDINGS or any rights to subscribe for,
acquire, or receive shares of the capital stock of SOONER
HOLDINGS (whether warrants, calls, options, or conversion
rights), including copies of all stock option plans whether
qualified or non qualified, and other similar agreements will be
provided to Xxxx XxXxx at a time and place of its choosing.
6.4. Officers and Directors. A complete and current list of all
officers and Directors of SOONER HOLDINGS is set forth in its
filed Form 10-KSB for the fiscal period ended September 30, 2007.
6.5. Tax Returns. Accurate copies of Federal and State tax returns for
SOONER HOLDINGS for at least the last six taxable years will be
delivered to Xxxx XxXxx at a time of its choosing.
6.6. Organization, Standing and Power. SOONER HOLDINGS is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Oklahoma with all requisite
corporate power to own or lease its properties and carry on its
businesses as is now being conducted.
6.7 Authority. The execution and delivery of this Agreement and
consummation of the transactions contemplated herein have been
duly authorized by all necessary corporate action, including but
not limited to duly and validly authorized action and approval by
the Board of Directors, on the part of SOONER HOLDINGS. This
Agreement constitutes the valid and binding obligation of SOONER
HOLDINGS enforceable against it in availability of the remedy of
specific performance. This Agreement has been duly executed by
SOONER HOLDINGS and the execution and transactions contemplated
by this Agreement shall not result in any breach of any terms or
provisions of SOONER HOLDINGS's Certificate and Articles of
Incorporation or Bylaws or of any other agreement, court order or
instrument to which SOONER HOLDINGS is a party or bound by.
6.8. Absence of Undisclosed Liabilities. SOONER HOLDINGS has no
material liabilities of any nature, whether fixed, absolute,
contingent or accrued, which are not reflected on the financial
Exhibit 10
Page 3 of 6 Pages
statements set forth in its Form 10-KSB and Form 10-QSB described
in paragraph 6.1. above.
6.9. Absence of Changes. Since March 31, 2008, there has not been any
material adverse change in the condition (financial or
otherwise), assets, liabilities, earnings or business of SOONER
HOLDINGS.
6.10. Tax Matters. All taxes and other assessments and levies which
SOONER HOLDINGS is required by law to withhold or to collect have
been duly withheld and collected, and have been paid over to the
proper government authorities. There are no known deficiencies in
income taxes for any periods and further, the representations and
warranties as to the absence of undisclosed liabilities contained
in Paragraph 6.8 above includes any and all tax liabilities of
whatsoever kind or nature (including, without limitation, all
federal, state, local and foreign income, profit, franchise,
sales, use and property taxes) due or to become due, incurred in
respect of or measured by SOONER HOLDINGS income or business
prior to the Closing Date.
6.11. Options, Warrants, etc. There are no outstanding options,
warrants, calls, commitments or agreements of any character to
which SOONER HOLDINGS or its shareholders are a party or by which
SOONER HOLDINGS or its shareholders are bound, or are a party,
calling for the issuance of shares of capital stock of SOONER
HOLDINGS or any securities representing the right to purchase or
otherwise receive any such capital stock of SOONER HOLDINGS.
6.12 Title to Assets. SOONER HOLDINGS is the sole and unconditional
owner of, with good and marketable title to, all the assets
listed in its financial statements as owned by them and all other
property and assets are free and clear of all mortgages, liens,
pledges, charges or encumbrances of any nature whatsoever.
6.13. Legal Proceedings, Etc. There are no civil, criminal,
administrative, arbitration or other such proceedings or
investigations pending or, to the knowledge of either SOONER
HOLDINGS or the shareholders thereof, threatened, in which,
individually or in the aggregate, an adverse determination would
materially and adversely affect the SOONER HOLDINGS, properties,
business or income of SOONER HOLDINGS. SOONER HOLDINGS has
substantially complied with, and is not in default in any
material respect under, any laws, ordinances, requirements,
regulations or orders applicable to its businesses.
6.14. Governmental Regulation. SOONER HOLDINGS is not in violation of
or in default with respect to any applicable law or any
applicable rule, regulation, order, writ or decree of any court
or any governmental commission, board, bureau, agency or
instrumentality, or delinquent with respect to any report
required to be filed with any governmental commission, board,
bureau, agency or instrumentality which violation or default
Exhibit 10
Page 4 of 6 Pages
could have a material adverse effect upon the business,
operations or financial condition of SOONER HOLDINGS.
6.15 Brokers and Finders. SOONER HOLDINGS shall be solely responsible
for payment to any broker or finder retained by SOONER HOLDINGS
for any brokerage fees, commissions or finders' fees in
connection with the transactions contemplated herein.
6.16 Accuracy of Information. No representation or warranty by SOONER
HOLDINGS contained in this Agreement and no statement contained
in any certificate or other instrument delivered or to be
delivered to Xxxx XxXxx pursuant hereto or in connection with the
transactions contemplated hereby contains or will contain any
untrue statement of material fact or omits or will omit to state
any material fact necessary in order to make the statements
contained herein or therein not misleading.
6.17. Subsidiaries. SOONER HOLDINGS does not have any subsidiaries or
own capital stock of any other corporation.
6.18. Consents. No consent or approval of, or registration,
qualification or filing with, any governmental authority or other
person is required to be obtained or accomplished by SOONER
HOLDINGS or any shareholder thereof in connection with the
consummation of the transactions contemplated hereby.
6.19. Improper Payments. No person acting on behalf of SOONER HOLDINGS
has made any payment or otherwise transmitted anything of value,
directly or indirectly, to (a) any official or any government or
agency or political subdivision thereof for the purpose of
influencing any decision affecting the business of SOONER
HOLDINGS (b) any customer, supplier of competitor of SOONER
HOLDINGS, or employee of such customer, supplier or competitor,
for the purposes of obtaining or, retaining business for SOONER
HOLDINGS, or (c) any political party or any candidate for
elective political office nor has any fund or other asset of
SOONER HOLDINGS been maintained that was not fully and accurately
recorded on the books of account of SOONER HOLDINGS.
6.20. Copies of Documents. SOONER HOLDINGS has made available for
inspection and copying by Xxxx XxXxx and his duly authorized
representatives, and will continue to do so at all times, true
and correct copies of all documents which it has filed with
governmental agencies which are material to the terms and
conditions contained in this Agreement. Furthermore, all filings
by SOONER HOLDINGS with governmental agencies, including but not
limited to the Internal Revenue Service, have contained
information which is true and correct in all material respects
and did not contain any untrue statement of a material fact or
omit to state any material fact necessary to make the statements
made therein not misleading or which could have any material
adverse effect upon the financial condition or operations of
SOONER HOLDINGS or adversely effect the objectives of this
Agreement.
Exhibit 10
Page 5 of 6 Pages
7. Expiration of this Agreement. Time is of the essence in the Closing of
this Agreement. Payment of the $650,000 to the Sooner Pair must be
made on or before 4 p.m., Nevada, USA Time, August 15, 2008, unless
extended by written instrument signed by X.X. Xxxxxxxxxx and Xxxxxx X.
Xxxxx. If payment is not paid when due, then the Agreement will expire
with no penalties or other amounts to be paid by Xxxx XxXxx.
8. Applicable law, complete agreement and arbitration of disputes. The
interpretation and effect of this Agreement shall be in accordance
with the laws of the State of Oklahoma, U.S.A. This is the sole
agreement of the parties. Any disputes among the parties arising from
the performance or non-performance of a party shall be resolved in
binding arbitration in accordance with the arbitration procedures of
the International Chamber of Commerce.
/s/ Xxxx XxXxx /s/ Xxxxxxx Xxxxxxxx Caza
-------------- -------------------------
Xxxx XxXxx (Witness) Xxxxxxx XxxxxXxx Caza
Sooner Holdings, Inc.
/s/ X.X. Xxxxxxxxxx XX /s/ X.X. Xxxxxxxxxx XX /s/ Xxxxxx X. Xxxxx
---------------------- ---------------------- -------------------
By:
X.X. Xxxxxxxxxx, XX, CEO X.X. Xxxxxxxxxx, XX Xxxxxx X. Xxxxx
Exhibit 10
Page 6 of 6 Pages
