EX-2.1
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shakashareexchangeagreement0.htm
SHARE EXCHANGE AGREEMENT
AGREEMENT FOR SHARE EXCHANGE
This AGREEMENT FOR SHARE EXCHANGE (this “Agreement”) is entered
into on January 21, 2009, by and among Technology Resources, Inc., a Florida
corporation (“TGYR”), Shaka Shoes, Inc., a Hawaii company (“SHAKA”) and the
shareholders of SHAKA, namely Xxxxxxx Xxxxxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxxxx, and
Xxxxx Xxxxxxx individually. Such shareholders collectively own 100% of the
shares of SHAKA and are sometimes referred to herein collectively as the
“Shareholders”.
RECITALS
WHEREAS, TGYR desires to complete a share exchange transaction
pursuant to which TGYR shall acquire all of the equity ownership of SHAKA in
exchange for a certain number of shares of the voting stock of TGYR as set forth
below; and
WHEREAS, The Board of Directors of TGYR and the Board of Directors
of SHAKA have each approved the proposed transaction, contingent upon
satisfaction prior to closing of all of the terms and conditions of this
Agreement; and
WHEREAS, SHAKA owns 100% of SHAKA GEAR, INC. (“SHAKA GEAR”).
THE PARTIES desire to make certain representations, warranties and
agreements in connection with completion of the proposed share exchange
transaction.
NOW, THEREFORE, in consideration of the foregoing recitals, which
shall be considered an integral part of this Agreement, and the covenants,
conditions, representations and warranties hereinafter set forth, the parties
hereby agree as follows:
ARTICLE I
THE EXCHANGE
1.1 The
Exchange. At the Closing (as hereinafter defined), TGYR shall
acquire 100% ownership of SHAKA. Consideration to be paid by TGYR
shall be a total of 20,000,000 newly-issued shares of its common stock (the
“Exchange Shares”) in exchange for 100% ownership of SHAKA (such share exchange
shall be referred to herein as the “Exchange”). The specific allocation of
the Exchange Shares shall be set forth on Exhibit A attached hereto. The
Exchange shall take place upon the terms and conditions provided for in this
Agreement and in accordance with applicable law. Immediately following
completion of the share exchange transaction through issuance of the Exchange
Shares, TGYR shall have a total of approximately [insert here] shares of its
common stock issued and outstanding. For Federal income tax purposes, it
is intended that the Exchange shall constitute a tax-free reorganization within
the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as
amended (the “Code”).
1.2 Closing and Effective
Time. Subject to the provisions of this Agreement, the parties shall
hold a closing (the "Closing") on (i) the first business day on which the last
of the conditions set forth in Article V to be fulfilled prior to the Closing is
fulfilled or waived or (ii) at such time and place as the parties hereto may
agree. Such date shall be the date of
Exchange (the "Effective Time"), but in no event shall the Closing
occur later than seventy five days following the execution of this Agreement
unless both parties agree, in writing, to extend the Closing beyond that date.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of
TGYR. TGYR represents and warrants to SHAKA as follows:
(a) Organization,
Standing and Power. TGYR is a corporation duly organized, validly
existing and in good standing under the laws of the State of Florida, has all
requisite power and authority to own, lease and operate its properties and to
carry on its business as now being conducted, and is duly qualified and in good
standing to do business in each jurisdiction in which the nature of its business
or the ownership or leasing of its properties makes such qualification
necessary.
(b) Capital
Structure. As of the date of execution of this Agreement, the authorized
capital stock of TGYR consists of 50,000,000 shares of Common Stock with a par
value of $0.0001 per share. The Exchange Shares to be issued
pursuant to this Agreement shall be, when issued pursuant to the terms of the
resolution of the Board of Directors of TGYR approving such issuance, validly
issued, fully paid and nonassessable and not subject to preemptive
rights. TGYR has no other options, warrants, calls, agreements or other
rights to purchase or otherwise acquire from TGYR at any time, or upon the
happening of any stated event, any shares of the capital stock of TGYR whether
or not presently issued or outstanding.
(c) Certificate of Incorporation,
Bylaws, and Minute Books. The copies of the Articles of Incorporation
and of the Bylaws of TGYR which have been delivered to SHAKA are true, correct
and complete copies thereof. The minute book of TGYR, which has been made
available for inspection, contains accurate minutes of all meetings and accurate
consents in lieu of meetings of the Board of Directors (and any committee
thereof) and of the Shareholders of TGYR since the date of incorporation and
accurately reflects all transactions referred to in such minutes and consents in
lieu of meetings.
(d) Authority. TGYR has all
requisite power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly
authorized by the Board of Directors of TGYR. No other corporate or shareholder
proceedings on the part of TGYR are necessary to authorize the Exchange, or the
other transactions contemplated hereby.
(e) Conflict with Other Agreements;
Approvals. The execution and delivery of this Agreement does not, and
the consummation of the transactions contemplated hereby will not result in any
violation of, or default (with or without notice or lapse of time, or both)
under, or give rise to a right of termination, cancellation or acceleration of
any obligation or the loss of a material benefit under, or the creation of a
lien, pledge, security interest or other encumbrance on assets (any such
conflict, violation, default, right of termination,
cancellation or acceleration, loss or creation, a "violation")
pursuant to any provision of the Articles of Incorporation or Bylaws or any
organizational document of TGYR or, result in any violation of any loan or
credit agreement, note, mortgage, indenture, lease, benefit plan or other
agreement, obligation, instrument, permit, concession, franchise, license,
judgment, order, decree, statute, law, ordinance, rule or regulation applicable
to TGYR which violation would have a material adverse effect on TGYR taken as a
whole. No consent, approval, order or authorization of, or registration,
declaration or filing with, any court, administrative agency or commission or
other governmental authority or instrumentality, domestic or foreign (a
"Governmental Entity") is required by or with respect to TGYR in connection with
the execution and delivery of this Agreement by TGYR or the consummation by TGYR
of the transactions contemplated hereby.
(f) Books and Records. TGYR
has made and will make available for inspection by SHAKA upon reasonable request
all the books of TGYR relating to the business of TGYR. Such books of TGYR have
been maintained in the ordinary course of business. All documents furnished or
caused to be furnished to SHAKA by TGYR are true and correct copies, and there
are no amendments or modifications thereto except as set forth in such
documents.
(g) Compliance with Laws. TGYR is
and has been in compliance in all material respects with all laws, regulations,
rules, orders, judgments, decrees and other requirements and policies imposed by
any Governmental Entity applicable to it, its properties or the operation of its
businesses.
(h) Dilutive
Securities. TGYR has no dilutive securities of any kind, including
but not limited to warrants, options or employee stock options outstanding.
(i) Litigation. There is no
suit, action or proceeding pending, or, to the knowledge of TGYR, threatened
against or affecting TGYR which is reasonably likely to have a material adverse
effect on TGYR, nor is there any judgment, decree, injunction, rule or order of
any Governmental Entity or arbitrator outstanding against TGYR having, or which,
insofar as reasonably can be foreseen, in the future could have, any such
effect.
(j) Tax Returns. TGYR has
duly filed or will file prior to Closing any tax reports and returns required to
be filed by it and has fully paid all taxes and other charges claimed to be due
from it by any federal, state or local taxing authorities. There are not now any
pending questions relating to or claims asserted for, taxes or assessments
asserted upon TGYR.
2.2 Representations and Warranties of
SHAKA. SHAKA represents and warrants to TGYR as follows:
(a) Organization, Standing and
Power. SHAKA is a corporation duly organized, validly existing and in
good standing under the laws of Hawaii and its respective ultimate subsidiaries
are also duly incorporated in Hawaii; each company has all requisite power and
authority to own, lease and operate its properties and to carry on its business
as now being conducted, and is duly qualified and in good standing to do
business in each jurisdiction in which the nature of its business or the
ownership or leasing of its properties makes such
qualification necessary except for any such failure, which when
taken together with all other failures, is not likely to have a material adverse
effect on the business of the relevant Acquirer taken as a whole. For purpose of
this Section 2.2, “material adverse effect” shall mean, with respect to each
Acquirer, the result of one or more events, charges or effects which,
individually or in the aggregate, would have a material adverse effect or impact
on the business, assets, results of operations, intellectual property rights,
prospects or financial condition of such party, taken as a whole, or is
reasonably likely to delay or prevent the consummation of the transactions
contemplated hereby.
(b) Capital Structure. There
are no options, warrants, calls, agreements or other rights to purchase or
otherwise acquire from SHAKA at any time, or upon the happening of any stated
event, any share of the capital stock of SHAKA.
(c) Certificate of Incorporation,
Bylaws and Minute Books. Copies of the Certificate of Incorporation and
of the other corporate documents of SHAKA which will be delivered to TGYR are
true, correct and complete copies thereof. The minute books of SHAKA which will
be made available for inspection contain accurate minutes of all meetings and
accurate consents in lieu of meetings of the Board of Directors (and any
committee thereof) and of the shareholders of SHAKA since the date of
incorporation and accurately reflect all transactions referred to in such
minutes and consents in lieu of meetings.
(d) Authority. SHAKA has all
requisite power to enter into this Agreement and, subject to approval of the
proposed transaction by its shareholders, has the requisite power and authority
to consummate the transactions contemplated hereby. Except as specified herein,
no other corporate or shareholder proceedings on the part of SHAKA are necessary
to authorize the Exchange and the other transactions contemplated hereby.
(e) Conflict with Agreements;
Approvals. The execution and delivery of this Agreement does not, and
the consummation of the transactions contemplated hereby will not, conflict
with, or result in any violation of any provision of the Certificate of
Incorporation or Bylaws of SHAKA or of any loan or credit agreement, note,
mortgage, indenture, lease, benefit plan or other agreement, obligation,
instrument, permit, concession, franchise, license, judgment, order, decree,
statute, law, ordinance, rule or regulation applicable to SHAKA or its
properties or assets except for any such conflict or violation, which when taken
together with all other conflict or violation, is not likely to have a material
adverse effect on the business of the relevant Acquirer taken as a whole. No
consent, approval, order or authorization of, or registration, declaration or
filing with, any Governmental Entity is required by or with respect to SHAKA in
connection with the execution and delivery of this Agreement by SHAKA, or the
consummation by SHAKA of the transactions contemplated hereby.
(f) Books and Records. SHAKA
has made and will make available for inspection by TGYR upon reasonable request
all the books of account, relating to the business of SHAKA. Such books of
account have been maintained in the ordinary course of business. All documents
furnished or caused to be furnished to TGYR by SHAKA are true and correct
copies, and there are no amendments or modifications thereto except as set forth
in such documents.
(g) Compliance with Laws.
SHAKA is and has been in compliance in all material respects with all laws,
regulations, rules, orders, judgments, decrees and other requirements and
policies imposed by any Governmental Entity applicable to it, its properties or
the operation of its businesses.
(h) Liabilities and
Obligations. SHAKA has no material liabilities or obligations (absolute,
accrued, contingent or otherwise) except (i) liabilities that are reflected and
reserved against on the SHAKA financial statements delivered to TGYR that have
not been paid or discharged since the date thereof and (ii) liabilities incurred
since the date of such financial statements in the ordinary course of business
consistent with past practice and in accordance with this Agreement.
(i) Litigation. There is no
suit, action or proceeding pending, or, to the knowledge of SHAKA threatened
against or affecting SHAKA, which is reasonably likely to have a material
adverse effect on SHAKA, nor is there any judgment, decree, injunction, rule or
order of any Governmental Entity or arbitrator outstanding against SHAKA having,
or which, insofar as reasonably can be foreseen, in the future could have, any
such effect.
(j) Taxes. SHAKA has filed or
will file within the time prescribed by law (including extension of time
approved by the appropriate taxing authority) all tax returns and reports
required to be filed with all other jurisdictions where such filing is required
by law; and SHAKA has paid, or made adequate provision for the payment of all
taxes, interest, penalties, assessments or deficiencies due and payable on, and
with respect to such periods. SHAKA knows of (i) no other tax returns or reports
which are required to be filed which have not been so filed and (ii) no unpaid
assessment for additional taxes for any fiscal period or any basis
therefore.
(k) Licenses, Permits; Intellectual
Property. SHAKA owns or possesses in the operation of its business all
material authorizations which are necessary for it to conduct its business as
now conducted. Neither the execution nor delivery of this Agreement nor the
consummation of the transactions contemplated hereby will require any notice or
consent under or have any material adverse effect upon any such
authorizations.
2.3 Representations and
Warranties of Shareholders. By execution of this Agreement, each
Shareholder represents and warrants to TGYR as follows:
(a) Shares Free and Clear.
The shares of SHAKA which each Shareholder owns are free and clear of any liens,
claims, options, charges or encumbrances of any nature.
(b) Unqualified Right to Transfer
Shares. Each Shareholder has the unqualified right to sell, assign, and
deliver the shares of SHAKA and, upon consummation of the transactions
contemplated by this Agreement, TGYR will acquire good and valid title to such
shares, free and clear of all liens, claims, options, charges, and encumbrances
of whatsoever nature.
(c) Agreement and Transaction Duly
Authorized. Each Shareholder is authorized to execute and deliver this
Agreement and to consummate the share exchange
transaction described herein. Neither the execution and delivery
of this Agreement nor the consummation of the transactions contemplated hereby
will constitute a violation or default under any term or provision of any
contract, commitment, indenture, other agreement or restriction of any kind or
character to which such Shareholder is a party or by which such Shareholder is
bound.
(d) Share Ownership. The
Shareholders are presently the only shareholders of SHAKA, and collectively own
100% of the equity ownership of SHAKA.
ARTICLE III
COVENANTS RELATING TO CONDUCT OF BUSINESS
RESERVED
ARTICLE IV
ADDITIONAL AGREEMENTS AND RELATED TRANSACTIONS
4.1 Restricted TGYR Shares.
The Exchange Shares will not be registered under the Securities Act, but will be
issued pursuant to applicable exemptions from such registration requirements for
transactions not involving a public offering and/or for transactions which
constitute “offshore transactions” as defined in Regulation S under the
Securities Act of 1933. Accordingly, the Exchange Shares will constitute
"restricted securities" for purposes of the Securities Act and the holders of
Exchange Shares will not be able to transfer such shares except upon compliance
with the registration requirements of the Securities Act or in reliance upon an
available exemption therefrom. The certificates evidencing the Exchange Shares
shall contain a legend to the foregoing effect and the holders of such shares
shall deliver at Closing an Investment Letter acknowledging the fact that the
Exchange Shares are restricted securities and agreeing to the foregoing transfer
restrictions.
4.2 Access to Information.
Upon reasonable notice, TGYR and SHAKA shall each afford to the officers,
employees, accountants, counsel and other representatives of the other company,
and with respect to SHAKA, the Acquired Entities, access to all their respective
properties, books, contracts, commitments and records and, during such period,
each of TGYR and SHAKA shall furnish promptly to the other (a) a copy of each
report, schedule, registration statement and other document filed or received by
it during such period pursuant to the requirements of Federal or state
securities laws and (b) all other information concerning its business,
properties and personnel as such other party may reasonably request. Unless
otherwise required by law, the parties will hold any such information which is
nonpublic in confidence until such time as such information otherwise becomes
publicly available through no wrongful act of either party, and in the event of
termination of this Agreement for any reason each party shall promptly return
all nonpublic documents obtained from any other party, and any copies made of
such documents, to such other party.
4.3 Legal Conditions to Exchange. Each of TGYR and
SHAKA shall take all reasonable actions necessary to comply promptly with all
legal requirements which may be imposed on itself with respect to the Exchange
and will promptly cooperate with and furnish information to each other in
connection with any such requirements imposed upon any of them or upon any of
their related entities or subsidiaries in connection with the Exchange.
Each party shall take all reasonable actions necessary to obtain
(and will cooperate with each other in obtaining) any consent, authorization,
order or approval of, or any exemption by, any Governmental Entity or other
public or private third party, required to be obtained or made by TGYR or SHAKA
or any of their related entities or subsidiaries in connection with the Exchange
or the taking of any action contemplated thereby or by this Agreement.
ARTICLE V
CONDITIONS PRECEDENT
5.1 Conditions to Each Party's
Obligation to Effect the Exchange. The respective obligations of each
party to effect the Exchange shall be conditional upon the filing, occurring or
obtainment of all authorizations, consents, orders or approvals of, or
declarations or filings with, or expirations of waiting periods imposed by any
governmental entity or by any applicable law, rule, or regulation governing the
transactions contemplated hereby. SHAKA represents and warrants that it has
obtained the appropriate required consents of the PRC government, if any.
5.2 Conditions to Obligations of
TGYR. The obligation of TGYR to effect the Exchange is subject to the
satisfaction of the following conditions on or before the Closing Date unless
waived by TGYR:
(a) Representations and
Warranties. The representations and warranties of SHAKA set forth in
this Agreement shall be true and correct in all material respects as of the date
of this Agreement and (except to the extent such representations and warranties
speak as of an earlier date) as of the Closing Date as though made on and as of
the Closing Date, except as otherwise contemplated by this Agreement, and SHAKA
shall complete all government and legal process to transfer 100% of the
ownerships from the Shareholders to TGYR.
(b) Tradability. The Common Stock
of TGYR shall remain listed for trading on the OTC Bulletin Board and TGYR shall
not have received any notice that its Common Stock is subject to being delisted
therefrom.
(c) Performance of Obligations of
SHAKA. SHAKA shall have performed in all material respects all
obligations required to be performed by it under this Agreement at or prior to
the Closing, and TGYR shall have received a certificate signed on behalf of TGYR
by the President to such effect.
(d) Closing Documents. TGYR
shall have received all closing documents as counsel for TGYR shall reasonably
request.
(e) Consents. SHAKA shall
have obtained the consent or approval of each person whose consent or approval
shall be required in connection with the transactions contemplated hereby under
any loan or credit agreement, note, mortgage, indenture, lease or other
agreement or instrument, except those for which failure to obtain such consents
and approvals would not, in the reasonable opinion of TGYR, individually or in
the aggregate, have a material adverse effect on SHAKA and of its subsidiaries
and related entities taken as
a whole upon the consummation of the transactions contemplated
hereby. SHAKA shall also have received the approval of its shareholders in
accordance with applicable law.
(f) Due Diligence Review.
TGYR shall have completed to its reasonable satisfaction a review of the
business, operations, finances, assets and liabilities of SHAKA and shall not
have determined that any of the representations or warranties of SHAKA or its
shareholders contained herein are, as of the date hereof or the Closing,
inaccurate in any material respect or that SHAKA or its shareholders is
otherwise in violation of any of the provisions of this Agreement.
(g) Pending Litigation. There
shall not be any litigation or other proceeding pending or threatened to
restrain or invalidate the transactions contemplated by this Agreement, which,
in the sole reasonable judgment of TGYR, made in good faith, would make the
consummation of the Exchange imprudent. In addition, there shall not be any
other litigation or other proceeding pending or threatened against SHAKA, the
consequences of which, in the judgment of TGYR, could be materially adverse to
SHAKA.
(h) Corporate Structure.
SHAKA shall have properly completed its corporate structure as stated in
this Agreement
5.3 Conditions to Obligations of
SHAKA. The obligations of SHAKA to effect the Exchange is subject to the
satisfaction of the following conditions unless waived by SHAKA:
(a) Representations and
Warranties. The representations and warranties of TGYR set forth in this
Agreement shall be true and correct in all material respects as of the date of
this Agreement and (except to the extent such representations speak as of an
earlier date) as of the Closing Date as though made on and as of the Closing
Date, except as otherwise contemplated by this Agreement, SHAKA shall have
received a certificate signed on behalf of TGYR by the President to such
effect.
(b) Performance of Obligations of
TGYR. TGYR shall have performed in all material respects all obligations
required to be performed by it under this Agreement at or prior to the Closing
Date, and TGYR shall have received a certificate signed on behalf of TGYR by the
President to such effect.
(c) Closing Documents. SHAKA
shall have received (i) an original copy of the resolution from TGYR’s current
directors appointing designees of the Shareholders to TGYR’s Board of Directors;
(ii) letters of resignation from TGYR’s current officers and directors to be
effective upon Closing and after the appointments described in clause (i); and
(iii) all other closing documents as counsel for SHAKA shall reasonably
request.
(d) Consents. TGYR shall have
obtained the consent or approval of each person whose consent or approval shall
be required in connection with the transactions contemplated hereby.
(e) Due Diligence Review.
SHAKA shall have completed to its reasonable satisfaction a review of the
business, operations, finances, assets and liabilities of TGYR and
shall not have determined that any of the representations or
warranties of TGYR contained herein are, as of the date hereof or the Closing
Date, inaccurate in any material respect or that TGYR is otherwise in violation
of any of the provisions of this Agreement.
(f) Pending Litigation. There
shall not be any litigation or other proceeding pending or threatened to
restrain or invalidate the transactions contemplated by this Agreement, which,
in the sole reasonable judgment of SHAKA, made in good faith, would make the
consummation of the Exchange imprudent. In addition, there shall not be any
other litigation or other proceeding pending or threatened against TGYR the
consequences of which, in the judgment of SHAKA, could be materially adverse to
TGYR.
(g)
Name Change. TGYR shall change its name to
Shaka Shoes, Inc. following the Closing of this Agreement.
(h)
Increase in Authorized Shares. TGYR shall
increase the amount of authorized shares in its Articles of Incorporation to
100,000,000 shares authorized.
ARTICLE VI
TERMINATION AND AMENDMENT
6.1 Termination. This
Agreement may be terminated at any time prior to the Effective Time:
(a) by mutual consent of TGYR and
SHAKA;
(b) by either TGYR or SHAKA if there has
been a material breach of any representation, warranty, covenant or agreement on
the part of TGYR or SHAKA, as the case may be set forth in this Agreement which
breach has not been cured within five (5) business days following receipt by the
breaching party of notice of such breach, or if any permanent injunction or
other order of a court or other competent authority preventing the consummation
of the Exchange shall have become final and non-appealable.
6.2 Effect of Termination. In
the event of termination of this Agreement by either TGYR or SHAKA as provided
in Section 6.1, this Agreement shall forthwith become void and there shall be no
liability or obligation on the part of any party hereto. In such event, all
costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such
expenses.
6.3 Amendment. This Agreement
may be amended by mutual agreement of TGYR and SHAKA. Any such
amendment must be by an instrument in writing signed on behalf of each of the
parties hereto.
6.4 Extension; Waiver. At any
time prior to the Effective Time, the parties hereto, by action taken or
authorized by their respective Board of Directors, may, to the extent legally
allowed, (a) extend the time for the performance of any of the obligations or
other acts of the other parties hereto, (b) waive any inaccuracies in the
representations and warranties contained herein or in any document delivered
pursuant hereto and (c) waive compliance
with any of the agreements or conditions contained herein. Any
agreement on the part of a party hereto to any such extension or waiver shall be
valid only if set forth in a written instrument signed on behalf of such
party.
ARTICLE VII
GENERAL PROVISIONS
7.1 Survival of Representations,
Warranties and Agreements. All of the representations, warranties and
agreements in this Agreement or in any instrument delivered pursuant to this
Agreement shall survive the Effective Time for as long as the applicable status
of limitation shall remain open.
7.2 Notices. All notices and
other communications hereunder shall be in writing and shall be deemed given if
delivered personally, telecopied (which is confirmed) or mailed by registered or
certified mail (return receipt requested) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):
(a) If to TGYR:
0000
Xxxxxxxx Xxxx. Xx. 0000
Xxxx
Xxxxxx, Xxxxxxx 00000
(000)
000-0000
(b) If to SHAKA:
00-0000 Xxxxxxx Xxxxx
Xxxxxx Xxxx, XX, 00000
7.3 Interpretation. When a
reference is made in this Agreement to Sections, such reference shall be to a
Section of this Agreement unless otherwise indicated. The headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement. Whenever the words "include",
"includes" or "including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation". The phrase "made available" in this
Agreement shall mean that the information referred to has been made available if
requested by the party to whom such information is to be made available.
7.4 Counterparts. This
Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when two or
more counterparts have been signed by each of the parties and delivered to the
other parties, it being understood that all parties need not sign the same
counterpart.
7.5 Entire Agreement; No Third Party
Beneficiaries; Rights of Ownership. This Agreement (including the
documents and the instruments referred to herein) constitutes the entire
agreement and supersedes all prior agreements and understandings, both written
and oral, among the parties with respect to the subject matter hereof, and is
not intended to confer upon any person other than the parties hereto any rights
or remedies hereunder.
7.6 Governing Law. This
Agreement shall be governed and construed in accordance with the laws of the
State of Florida without regard to principles of conflicts of law. Each party
hereby irrevocably submits to the jurisdiction of any Florida state court or any
federal court in the State of Florida in respect of any suit, action or
proceeding arising out of or relating to this Agreement, and irrevocably accept
for themselves and in respect of their property, generally and unconditionally,
the jurisdiction of the aforesaid courts.
7.7 No Remedy in Certain
Circumstances. Each party agrees that, should any court or other
competent authority hold any provision of this Agreement or part hereof or
thereof to be null, void or unenforceable, or order any party to take any action
inconsistent herewith or not to take any action required herein, the other party
shall not be entitled to specific performance of such provision or part hereof
or thereof or to any other remedy, including but not limited to money damages,
for breach hereof or thereof or of any other provision of this Agreement or part
hereof or thereof as a result of such holding or order.
7.8 Publicity. Except as
otherwise required by law or the rules of the SEC, so long as this Agreement is
in effect, no party shall issue or cause the publication of any press release or
other public announcement with respect to the transactions contemplated by this
Agreement without the written consent of the other party, which consent shall
not be unreasonably withheld.
7.9 Assignment. Neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by any of the parties hereto (whether by operation of law or otherwise)
without the prior written consent of the other parties. Subject to the preceding
sentence, this Agreement will be binding upon, inure to the benefit of and be
enforceable by the parties and their respective successors and assigns.
[Remainder of page intentionally left blank; signature page to
follow.]
IN
WITNESS WHEROF, this Agreement has been signed by the parties set forth below as
of the date set forth above.
| |
|
TECHNOLOGY
RESOURCES, INC., a Florida corporation
/s/
Xxxxx Xxxxxxx
|
|
Xxxxx
Xxxxxxx, CEO
|
|
SHAKA
SHOES, INC., a Hawaii company
|
|
/s/
Xxxxx Xxxxxxx
|
|
Xxxxx
Xxxxxxx, CEO
|
|
Shareholders
of Shaka Shoes, Inc.
/s/
Xxxxxxx Xxxxxxxx
|
|
Xxxxxxx
Xxxxxxxx
|
|
/s/Xxxxx
Xxxxxx
Xxxxx
Xxxxxx
/s/
Xxxxx Xxxxxxx
Xxxxx
Xxxxxxx
/s/
Xxxxx Xxxxxxx
Xxxxx
Xxxxxxx
|
EXHIBIT A
Allocation of Exchange Shares
| |
Recipient
|
Number of Common Shares
|
Xxxxx
Xxxxxx
|
8,000,000
|
Xxxxx
Xxxxxxx
|
4,000,000
|
Xxxxx
Xxxxxxx
|
4,000,000
|
Xxxxxxx
Xxxxxxxx
|
4,000,000
|