Exhibit 99.1
EXCHANGE AGREEMENT
This EXCHANGE AGREEMENT (the "Agreement"), entered into and effective this 1st
day of August 2005, by and between Sino Express Travel Limited ("Sino"), a
company incorporated in the British Virgin Islands, and Skogan Foods Inc., a
publicly-held Nevada corporation, formerly known as Xxxxxx International Inc
(SKGN).
BACKGROUND
The no par value common stock ("Common Stock") of SKGN is subject to the
reporting requirements of Section 12 (g) of the Securities Exchange Act of 1934
(the "Exchange Act"), and which shares are presently trading over-the-counter.
Historical SKGN financial statements and other reports are on file with the
Securities and Exchange Commission ("SEC") and can be found on the SEC's website
xxx.xxx.xxx/Xxxxx ("SEC Reports"), and are incorporated herein by reference (the
"SKGN Financials").
Subject to all of the terms and conditions set forth in this Agreement, the
following is the agreement of the parties relative to the consummation of the
following transactions:
(a) SKGN is acquiring all of the issued and outstanding capital stock of Sino on
a share-for-share exchange utilizing SKGN's Common Stock; and,
(b) at the closing of the transactions contemplated herein ("Closing"), SKGN
will issue an aggregate of 34,612,000 shares of SKGN Common Stock to the
shareholders of Sino, in exchange for the delivery to SKGN by the shareholders
of Sino 100% of the issued and outstanding shares of capital stock of Sino of
whatever class; and,
(c) at Closing SKGN will file with the SEC, pursuant to the Exchange Act of (i)
Form 8-K within fifteen days after the Closing Date of this Agreement,
satisfying disclosure requirement of the transaction and attaching this
Agreement as an Exhibit thereto, and (within sixty days thereafter) filing an
amended Form 8-K/A in compliance with Regulation S-X containing the required
audited Pro-forma Consolidated Financial Statements Sino and (ii) an
instructional Proxy Statement of SKGN to vote upon (a) announcing the written
consent by the majority of the SKGN Shareholders to the election of nominees of
Sino to the Board of Directors of SKGN (thereby satisfying Rule 14f-1 under the
1934 Act), (b) the change in the name and symbol, from SKGN to a name to be
selected by the Sino Shareholders, and (c) such other matters as may be
required.
NOW, THEREFORE, in consideration of the agreements, representations, warranties
and mutual covenants hereinafter set forth, and intending to be legally bound
hereby, the parties agree as follows:
1. REPRESENTATIONS AND WARRANTIES:
(A) REPRESENTATIONS OF SKGN. SKGN represents, warrants, covenants and
agrees as follows, all of which are true and correct in all material
respects as of the date hereof and will be true and correct in all
material respects as of the Closing Date (as defined in Paragraph 3
hereof) with the same force and effect as if then made:
(i) SKGN is a corporation duly organized and existing under
Nevada law and is in good standing in the State of Nevada,
SKGN has all requisite power and authority to conduct its
business as it is now being conducted and to own or use the
properties and assets it purports to own or use;
1
(ii) The execution and delivery by SKGN of this Agreement and
each other agreement or instrument contemplated by this
Agreement, the performance by SKGN of its covenants and
obligations under this Agreement,and the consummation by SKGN
of the transactions contemplated by this Agreement, have been
authorized by all necessary corporate action. Assuming due
execution and delivery, this Agreement constitutes the valid
and legally binding obligation of SKGN and is enforceable in
accordance with its terms.
(iii) Neither the execution and delivery of this Agreement,
nor the consummation of the transactions contemplated by this
Agreement:
(i) violates any provisions of any of SKGN's
organizational documents;
(ii) violates any statute, ordinance, law, writ,
injunction, ruling, regulation, order, judgment or
decree of any court or governmental agency or board
("Laws") by which SKGN or any of its assets or
properties is bound, which violation could reasonably
be expected to have a material, adverse effect on the
financial position, results of operations or business
of SKGN; or
(iii) conflicts with, violates, or will result in any
breach of (or give rise to any right of termination,
cancellation, modification, amendment, rescission,
refusal to perform or acceleration of) any of the
terms of, or constitute a default under, or result in
the creation of any lien pursuant to the terms of,
any note, bond, lease, mortgage, deed of trust,
franchise, guaranty, certificate of occupancy,
indenture, license, permit, contract or agreement
("Contracts") or other instrument or obligation to
which SKGN is a party or by which SKGN's assets are
encumbered and which, individually or in the
aggregate, could reasonably be expected to have a
material adverse effect on the financial position,
results of operations or business of SKGN;
(iv) All of SKGN's financial statements, including, but not
limited to, SKGN's consolidated balance sheet (including the
notes thereto), and the related consolidated statement of
income, changes in stockholders' equity and cash flow for the
one year fiscal periods ended December 31, 2003 and 2004 (the
Supplemental Audited Financial Statements"), fairly present,
in all material respects, the financial condition and the
results of operations, changes in stockholders' equity and
cash flow of SKGN as of the respective dates thereof and for
the accounting periods referenced therein, all in accordance
with generally accepted accounting principles and practices
applied on a consistent basis.
(v) This Agreement and the information furnished by SKGN
whether set forth in this Agreement or in any filing made by
SKGN under the Exchange Act, contains no untrue statement of a
material fact and does not omit to state a material fact
necessary to make the statements made not misleading.
(B) Representations of Sino.
Sino represents, warrants, covenants and agrees as follows, all of
which are true and correct in all material respects as of the date
hereof and will be true and correct in all material respects as of the
Closing Date with the same force and effect as if then made:
(i) Sino is a corporation duly organized and existing under
the laws of British Virgin Islands and is in good standing in
the British Virgin Islands. Sino, has all requisite power and
authority to conduct its business as it is now being conducted
and to own or use the properties and assets it purports to own
and use, Sino is registered to do business in all
2
jurisdictions where the failure to obtain such registration
could reasonably be expected to result in a material adverse
effect on the financial position, results of operations or
business of Sino. Sino is in compliance with all regulations
applicable to the business conducted by Sino;
(ii) The execution and delivery by Sino of this Agreement and
each other agreement or instrument contemplated by this
Agreement, the performance by Sino of its covenants and
obligations under this Agreement, and the consummation by Sino
of the transactions contemplated by this Agreement, have been
authorized by all necessary corporate action. Assuming due
execution and delivery, the Agreement constitutes the valid
and legally binding obligation of Sino, and is enforceable in
accordance with its terms;
(iii) Neither the execution and delivery of this Agreement,
nor the consummation of the transactions contemplated by this
Agreement:
(a) violates any provision of any of Sino's
organizational documents;
(b) violates any statute, ordinance, law, writ,
injunction, ruling, regulation, order, judgment or
decree of any court or governmental agency or board
("Laws") by which Sino, or any of its assets or
properties is bound, which violation could reasonably
be expected to have a material adverse effect on the
financial position, results of operations or business
of Sino; or,
(c) conflicts with, violates or will result in any
breach of (or give rise to any right of termination,
cancellation, modification, amendment, rescission,
refusal to perform or acceleration of ) any of the
terms of, or constitute a default under, or result in
the creation of any lien pursuant to the terms of,
any note, bond, lease, mortgage, deed of trust,
franchise, guaranty, certificate of occupancy,
indenture, license, permit, contract or agreement
("Contracts") or other instrument or obligation to
which Sino, is a party or by which Sino's assets are
encumbered and which, individually or in the
aggregate, could reasonably be expected to have a
material adverse effect on the financial position,
results of operations or business of Sino;
(C) REGARDING FINANCIAL STATEMENTS. All of Sino's financial statements,
including Sino's opening balance sheet (including the notes thereto)
(the "Sino" Opening Financial Statements"), fairly presents, in all
material respects, the financial condition of Sino, as of the date
thereof, in accordance with generally accepted accounting principles
and practices, and is referred to herein as the "Sino Opening Financial
Statements."
(D) NO OMISSIONS. This Agreement and the information furnished by Sino,
whether set forth in this Agreement or in any document, contains no
untrue statement of a material fact and does not omit to state a
material fact necessary to make the statements made not misleading.
2. CONDUCT OF THE BUSINESS.
Other than as contemplated by this Agreement, each of Sino and SKGN each
covenants and agrees that, from and after the date hereof and until Closing,
neither will:
3
(A) Operation of its Business. Conduct its business, or introduce any
material change in its business practices or the accounting methods in
respect of its business, except in a manner consistent with prior
practices; provided, however, that nothing contained herein shall
prevent Sino from acquiring additional businesses in any manner
satisfying the business judgment of Sino;
(B) Payment of Certain Indebtedness. Except in the ordinary course of
business, pay, discharge or liquidate any outstanding indebtedness or
incur any obligation not relating to the conduct of its business;
(C) Books and Records. Fail to maintain its books and records in
accordance with sound business practices, on a basis consistent with
prior practice;
(D) No Solicitation. For a period of thirty (30) days from the date
hereof (the "Non-Solicitation Period"), neither directly nor
indirectly,
(i) solicit or initiate any Acquisition Proposal (as
hereinafter defined), or
(ii) engage in negotiations with, or disclose any non-public
information relating to it or afford access to its properties,
books and records to any person or entity in connection with
any Acquisition Proposal. For purposes of this Agreement,
"Acquisition Proposal" means any offer or proposal for, or any
written indication on interest in, a merger, acquisition or
other business combination involving either Sino or SKGN, or
the acquisition of any equity interest in either Sino or SKGN,
other than the transactions contemplated by this Agreement;
provided, however, that Sino is not precluded from taking any
action which, in its business judgment, furthers the business
of Sino and is entered into on terms consistent with this
Agreement; and
(iii) make any announcement or submit any filing(s) to the SEC
without having received the approval of the other party
heretoany government or regulatory authorities, stock
exchanges or other third parties, if required to be made by
any parties hereto, without delivering to other party a draft
of such announcement and shall give such other party
reasonable opportunity to comment thereon.
3. CLOSING DATE.
Provided all conditions precedent have been satisfied, Closing of the
transactions contemplated by this Agreement (the "Closing") shall take place at
the offices of Skogan Foods Inc.,1280 B9-21, Xxxxxxx Xxxxx, XX 00000 XXX not
more than ten (10) days from the date hereof ( the "Closing Date" ), or on such
other date and at such other time and place as is agreed, to in writing by the
parties. Agreements may be delivered by facsimile transmission to the parties,
and shall be deemed to be received on the same day as sent. Absent written
confirmation to the contrary, this Agreement shall automatically terminate in
the event that all conditions precedent have not been satisfied prior to the
Closing Date.
4. CONDITIONS PRECEDENT TO THE OBLIGATION OF SINO TO CLOSE.
The obligation of Sino and of each Sino shareholder to tender their shares of
Sino and consummate the transactions contemplated by this Agreement, is subject
to the satisfaction of the following conditions precedent, any or all of which
may be waived by Sino and by each Sino Shareholder, and SKGN agrees to use
commercially reasonable efforts to satisfy each of the following conditions
precedent at or prior to Closing:
(A) Representations and Warranties. The representations and warranties
made by SKGN shall be true and correct as of the Closing Date with the
same force and effect as if then made. On the Closing Date, SKGN shall
deliver to Sino a certificate dated the Closing Date to such effect;
4
(B) Compliance with Covenants. All of the covenants and obligations
required to be performed by SKGN or with which SKGN is to comply at or
prior to Closing, must have been duly performed and complied with in
all material respects;
(C) Other Certificates. Sino shall have received such other
certificates, instruments and other documents, in form and substance
satisfactory to Sino and its counsel, as Sino shall have reasonably
requested in connection with the consummation of the transactions
contemplated hereby; and,
(D) SKGN Capitalization. Giving effect to the shares of SKGN Common
Stock to be issued to the Sino Shareholders n exchange for the Sino
Shares, SKGN shall have issued and outstanding (i) no shares of its
Preferred Stock and (ii) not in excess of 50,900,000 shares of its
Common Stock. No shares of SKGN Common Stock shall be reserved for
issuance for any purpose whatsoever. All options, warrants,
subscriptions receivable, intermediary shares, and other rights to
acquire shares of SKGN Common Stock shall have been exercised, issued
or cancelled. Giving effect to the 34,612,000 shares of SKGN Common
Stock to be issued to the Sino Shareholders, the total capitalization
of SKGN shall consist of no shares of Preferred Stock and 50,900,000
shares of Common Stock of SKGN being issued and outstanding.
5. CONDITIONS PRECEDENT TO THE OBLIGATION OF SKGN TO CLOSE.
The obligation of SKGN to close is subject to satisfaction of the following
conditions precedent, any one of which may be waived by SKGN in its sole
discretion, and, as to each of which,Sino agrees to use commercially reasonable
efforts to satisfy at or prior to Closing:
(A) Within three (3) days of the receipt by SKGN of the Sino's
Financial Statements, SKGN shall have approved the Sino's Financial
Statements. SKGN shall have also, within the same time frame, approved
all other documents or submissions delivered to SKGN by Sino, pursuant
to this Agreement. Any financial statements, documents or submission
not disapproved within such three (3) day period by SKGN shall be
deemed to have been approved. Any basis for disapproval shall be
explicitly stated by SKGN;
(B) This Agreement and the obligations, representations and warranties
of the Sino shareholders described herein shall have been duly adopted
or ratified by the Sino shareholders pursuant to valid and legally
binding shareholder action; and SKGN shall be provided with a copy of
resolutions duly adopted by the Sino shareholders and certified by the
Secretary of Sino;
(C) The representations and warranties made by Sino herein shall be
correct as of the Closing Date with the same force and effect as if
then made, and Sino, shall deliver to SKGN a certificate dated the
Closing Date to such effect; and,
(D) Sino shall have obtained a consent, approval, authorization,
permission, waiver or exception which may be required from government
or regulatory authorities, stock exchange or other third parties which
are necessary or desirable in connection with the performance of this
Agreement and any of the transactions contemplated herein.
(E) Sino shall have obtained an opinion of counsel to SKGN's
satisfaction, if necessary, dated the Closing Date relating to the
transactions contemplated by or referred to hereon.
(F) Other Certificates. SKGN shall have received such other
certificates, instruments and other documents, in form and substance
satisfactory to SKGN and its counsel, as SKGN shall have reasonably
requested in connection with the consummation of the transactions
contemplated hereby.
5
6. PROCEDURES AT CLOSING.
Provided all conditions precedent to Closing have been satisfied or waived, at
Closing each party shall execute and deliver such other instruments,
certificates, authorizations, releases, resolutions and documents as may be
necessary to effect the transactions described in or as is otherwise required by
this Agreement and the following shall occur:
(A) Issuance of SKGN Common Stock. SKGN shall issue and deliver to the
Sino Shareholders an aggregate of 34,612,000 shares of unregistered
SKGN Common Stock, fully paid and non-assessable, free and clear of all
liens and encumbrances of any kind, to be distributed among the Sino
Shareholders in accordance with the written instructions of the
corporate Secretary of Sino. Such issuance shall constitute an exempt
transaction pursuant to Section 4(2) of the Exchange Act and such
exemption shall be appropriately documented and Non-dilutive of
existing SKGN Common Stock. The SKGN Common Stock to be issued to the
Sino Shareholders shall be appropriately legended and stop transfer
instructions shall be issued to the Transfer Agent for SKGN Common
Stock.
(B) Simultaneously with the issuance of the SKGN Common Stock described
in Paragraph 7(a) above, each Sino shareholder will assign and transfer
to SKGN all of such Sino Shareholder's right, title and interest in and
to all of the capital stock of Sino owned by such Sino Shareholder. To
do so, each Sino Shareholder will deliver to SKGN its stock certificate
representing all of the Sino capital stock owned by such Sino
Shareholder, with such certificate to be duly endorsed in blank or
accompanied by an irrevocable stock power and assignment separate from
certificate and endorsed in blank. All signatures on stock certificates
and stock powers shall bear appropriate Medallion signature guarantees
from a bank, trust company or member of a national securities exchange.
7. PROCEDURES AFTER CLOSING.
Following Closing, each of Sino and SKGN shall each from time-to-time, execute
and deliver such additional instruments, documents, conveyances or assurances
and take such other action as shall be necessary, or otherwise reasonably
requested by the other party, to confirm and assure the rights and obligations
provided for in this Agreement and render effective the consummation of the
transactions contemplated by this Agreement.
8. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION.
(A) Survival.
(i) The representations and warranties set forth in Paragraph
1(a) and (b) of this Agreement shall survive the Closing but
shall terminate and be of no further force and effect on the
first anniversary of the Closing Date. Unless a specific
period is set forth herein (in which event such specified
period shall control), all other covenants and agreements
contained in this Agreement shall survive the Closing and
remain in effect until waived or otherwise fulfilled,
(ii) The term "Indemnifiable Losses" shall mean any and all
liabilities, obligations, claims, actions, damages, civil and
criminal penalties and fines, out-of-pocket costs and expenses
(including any reasonable attorneys' and other professional
fees), relating to, resulting from or arising out of any
breach of any representation, warranty, covenant, agreement or
undertaking by the indemnifying party and contained in this
Agreement.
6
(iii) On the terms and subject to the limitations (if any) set
forth in this Agreement, SKGN shall indemnify, defend and hold
harmless Sino and its shareholders, and each of the past,
present and future directors, officers and employees of Sino,
and Sino, and its shareholders shall indemnify, defend and
hold harmless SKGN and its shareholders, and each of its past,
present and future directors, officers and employees of SKGN,
from and against any and all Indemnifiable Losses relating to,
resulting from or arising out of any breach of any
representation, warranty, covenant, agreement or undertaking
by either such party set forth in this Agreement.
(iv) In the case of any claim asserted by a third party
against a party entitled to indemnification under this
Agreement (the "Indemnified Party"), notice shall be given by
the Indemnified Party to the party required to provide
indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and the Indemnified Party shall
permit the Indemnifying Party (at the expense of such
Indemnifying Party) to assume the defense of any claim or any
litigation resulting therefrom provided that:
(a) counsel for the Indemnifying Party who shall
conduct the defense of such claim or litigation shall be
reasonably satisfactory to the Indemnified Party,
(b) the Indemnified Party may participate in such
defense at such Indemnified Party's expense, and
(c) the omission by any Indemnified Party to give notice
as provided herein shall not relieve the Indemnifying
Party of its indemnification obligation under this
Agreement except to the extent that such omission
results in a failure of actual notice to the
Indemnifying Party and such Indemnifying Party is
materially damaged as a result of such failure to give
notice.
Except with the prior written consent of the Indemnified
Party, no Indemnifying Party, in the defense of any such
claim or litigation, shall consent to entry of any
judgment or enter into any settlement that provides for
injunctive or other nonmonetary relief affecting the
Indemnified Party or that does not include as an
unconditional term thereof the giving by each claimant
or plaintiff to such Indemnified Party of a release from
all liability with respect to such claim or litigation.
In the event that the Indemnified Party shall in good
faith determine that the conduct of the defense of any
claim subject to indemnification hereunder or any
proposed settlement of any such claim by the
Indemnifying Party might be expected to affect adversely
the Indemnified Party or its ability to conduct its
business, or that the Indemnified Party may have
available to it one or more defenses or counterclaims
that are inconsistent with one or more of those that may
be available to the Indemnifying Party in respect of
such claim or litigation relating thereto, the
Indemnified Party shall have the right at all times to
take over and assume control over the defense,
settlement negotiations or litigation relating to any
such claim at the sole cost of the Indemnifying Party,
provided that if the Indemnified Party does so take over
and assume control, the Indemnified Party shall not
settle such claim or litigation without the written
consent of the Indemnifying Party, such consent not to
be unreasonably withheld. In the event that the
Indemnifying Party does not accept the defense of any
matter as above provided, the Indemnified Party shall
have the full right to defend against any such claim or
demand and shall be entitled to settle or arrange to pay
in full such claim or demand. In any event, the
Indemnifying Party and the Indemnified Party shall
cooperate in the defense of any claim or litigation
subject to this Section and the records of each shall be
available t o the other with respect to such defense.
7
9. LEGEND.
All shares of SKGN Common Stock to be issued to the Sino Shareholders, and
shares issued to prospective shareholders of SKGN post-Closing, shall bear a
legend in substantially the form set forth below:
"The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the "Act"),
and may not be sold, transferred, assigned, made subject to a security
interest, mortgaged, pledged, hypothecated or otherwise disposed of
unless and until registered under the Act or an opinion of counsel for
Company is received that registration is not required under such Act."
10. ARBITRATION.
Except in the event an equitable remedy or injunction is sought pursuant to this
Agreement, any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled exclusively by arbitration in
California before three arbitrators in accordance with the then current rules of
the American Arbitration Association and judgment upon the award rendered may be
entered in the highest court of the forum, country or state, having
jurisdiction.
11. BINDING EFFECT; NO ASSIGNMENT.
This Agreement shall be binding upon and shall inure to the benefit of the
parties to this Agreement and their respective successors and assigns. This
Agreement and the Exhibits attached hereto together constitute the entire
agreement of the parties with respect to the subject matter of this Agreement
and the Exhibits attached hereto and supersedes all prior agreements and
understandings relating hereto and thereto. Notwithstanding anything to the
contrary, no party may transfer or assign any of its rights or obligations under
this Agreement without the prior written consent of all other parties, which
they may withhold in their sole discretion.
12. CONTROLLING LAW.
This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of California.
13. NOTICES.
Any notice, communication, request, reply, or advice (hereinafter severally and
collectively called "notice") in this Agreement provided or permitted to be
given, made, or accepted by either party to the other must be in writing and
shall be given or be served by telex, telecopy, facsimile, registered, certified
or other form of mail requiring a return receipt, addressed to the party to be
notified, postage prepaid, or by reputable overnight delivery service, or by
delivering the same in person to such party and obtaining a receipt for such
delivery. Notice deposited in the mail in the manner hereinabove described shall
be deemed received on the earlier of the fifth day after day after deposit in
the mail or upon receipt, whichever is earlier. Notice sent by reputable
overnight courier shall be deemed received on the next day after sending.
Notices given by hand delivery shall be deemed received when delivered. Notices
may also be sent by facsimile transmission w ith electronic confirmation, and
shall be deemed received on the date sent or the first business day thereafter,
if sent after normal business hours or on a non-business day, provided that the
sender requests and the receiver sends a return confirmation by facsimile
transmission or by mail.
For purposes of notice, the address and facsimile numbers of the parties shall,
until notice of any change is provided, be as follows:
8
To SKGN: Mr. Xxxxxx Xxxx, President
Skogan Foods Inc.
0000 Xxxxx X0-00
Xxxxxxx Xxxxx, XX 00000
XXX
To Sino (for itself and on behalf of the Shareholders):
Sino Express Travel Limited
Xxxx Xxx Tat, President
Xxxx 000, 0/X, Xxxxx Xxxxxxxx, 00-00 Xxxxxx Road, TST
Kowloon, Hong Kong
14. FURTHER ASSURANCES.
Each of the parties to this Agreement shall use such party's commercially
reasonable efforts to take such actions as may be necessary or reasonably
requested by the other parties to this Agreement to carry out and consummate the
transactions contemplated by this Agreement.
15. EXPENSES.
Each of the parties to this Agreement shall bear such party's own expenses and
attorneys' fees in connection with the negotiation and preparation of this
Agreement and the transactions contemplated by this Agreement. This provision
shall not operate to limit any damages due to breach by another party.
16. COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which will
be deemed an original but all of which shall constitute one and the same
instrument.
17. HEADINGS.
The headings preceding the text of the paragraphs of this Agreement are inserted
for convenience of reference only and shall not constitute a part of this
Agreement, nor shall they affect its meaning, construction or effect.
18. AMENDMENTS, WAIVERS.
Any changes, amendments, waivers or additions to this Agreement, must be made in
writing by the parties to this Agreement in order to be effective. The failure
of any party hereto to enforce at any time any provision of this Agreement shall
not be construed as a waiver of such provision nor in any way to affect the
validity of this Agreement or any part hereof or the right of any party
thereafter to enforce each and every such provision strictly in accordance with
its terms. No waiver of any breach of this Agreement shall be held to constitute
a waiver of any other or subsequent breach.
19. INVALIDITY.
Should any provision of this Agreement be held by a court or arbitration panel
of competent jurisdiction to be enforceable only if modified, such holding shall
not affect the validity of the remainder of this Agreement, the balance of which
shall continue to be binding upon the parties to this Agreement with any such
modification to become a part hereof and treated as though originally set forth
in this Agreement.
9
20. INTERPRETATION.
No provision of this Agreement shall be construed against a party because such
party of its attorney may have been the draftsman thereof.
Each of the undersigned, being the authorized officer(s) of SKGN and all of the
Sino Shareholders and intending to be legally bound, joins in this Agreement for
the purpose of confirming his/her/its agreement to be bound by the terms of and
the representations, warranties, indemnities, obligations, agreements or
covenants contained in this Agreement and applicable to each such shareholder.
10
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement on
the date first written above.
Sino Express Travel Limited Skogan Foods Inc.
a British Virgin Islands company a Nevada corporation
BY: /s/ Xxxx Xxx Tat BY: /s/ Xxxxxx Xxxx
---------------------- --------------------------
Xxxx Xxx Tat Xxxxxx Xxxx,
President President
ATTEST: ATTEST:
---------------------- ----------------------
Its: Its:
---------------------- --------------------------
11
EXHIBIT A
XXXX://XXX.XXX.XXX/XXX-XXX/XXXXXX-XXXXX?XXXXXXXxXXXXXXxXXXXXXXXXXXXX&XXXx&
FILENUM=&STATE=&SIC=&OWNER=INCLUDE&ACTION=GETCOMPANY
XXXXX://XXXX.XXXXX.XX.XX/XXXXXXXXXXX/XXXXXXXXXXXXXXX/XXXXXXXXXX/
CORPDETAILS.ASPX?CORPID=264253
12
