PREFERRED STOCK EXCHANGE AGREEMENT
EXHIBIT
2.1
This
PREFERRED STOCK EXCHANGE AGREEMENT (“Agreement”) is made effective as of January
8, 2009 by and among the individuals listed on the signature pages hereof (the
“Sellers”) and UpSnap, Inc., a Nevada corporation (“UpSnap”).
Background
UpSnap is a Nevada corporation with its
principal executive offices located at 0000 0xx Xxxxxx
Xxxxx, Xxxxxxxxxx, Xxxxxxx, Xxxxxx TIH 5E4.
Sellers, with one exception, are
individual residents of Lethbridge, Alberta, Canada and are non-U.S. persons
within the meaning of the Securities Act of 1933, as amended..
Sellers
desire to sell and UpSnap desires to purchase all of the Sellers’ shares
of preferred stock, estimated to be not less than 3,198,362 shares of
Preferred Stock of Duratech Group Inc., an Alberta corporation and majority
owned subsidiary of UpSnap (“Duratech”), and up to 1,203,790 options on
Preferred Stock of Duratech (collectively referred to as the “Duratech
Securities”), pursuant to this Agreement, in exchange for the issuance by UpSnap
of 338,938,010 shares of Common Stock, when the same are authorized, and the
issuance of 127,568,470 options on Common Stock of UpSnap, when the
same are authorized (collectively referred to as the “UpSnap
Securities”), in a transaction intended to qualify as a tax free exchange
pursuant to sections 351 and 368(a)(1)(B) of the Internal Revenue Code of 1986,
as amended.
The
Preferred Stock of Duratech to be acquired by UpSnap is entitled to one vote per
share, has a $1.00 liquidation preference and is not entitled to any dividend or
conversion privilege. The options on Common Stock of UpSnap shall have
substantially the same terms and conditions as the options on the Preferred
Stock of Duratech.
NOW
THEREFORE, in consideration of the mutual promises and covenants set forth
herein, as well as other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as
follows:
ARTICLE
I
EXCHANGE OF DURATECH
SECURITIES FOR UPSNAP SECURITIES
1.1 Exchange of Duratech
Securities for UpSnap Securities. Subject to the terms and
conditions herein stated, Sellers hereby bargain, sell, transfer, exchange,
convey and shall deliver to Upsnap, and Upsnap agrees to accept from Sellers,
the Duratech Securities, in exchange for the issuance by UpSnap of 338,938,010
shares of Common Stock, when the same are authorized, to the Sellers and the
issuance of 127,568,470 options on Common Stock of UpSnap, when the
same are authorized, and such Duratech Securities shall total not less than
3,198,362 shares of Preferred Stock of Duratech and up to 1,203,790 options on
Preferred Stock of Duratech. The exchange ratio for the exchange of
both the Common Stock of UpSnap to the Preferred Stock of Duratech, and for the
options on Common Stock of UpSnap to options on the Preferred Stock of Duratech
shall be equal to 105.9723627 to one.
1.2 Value of
Consideration. The parties further agree that the value of the
combined total of the UpSnap Securities issued in exchange for the Duratech
Securities under this Agreement shall be deemed to be approximately the same as
the value of the Duratech Securities acquired from Sellers, so that there is no
gain or loss to either party as a result of this transaction.
ARTICLE
II
REPRESENTATIONS AND
WARRANTIES OF SELLERS
Each of
the Sellers, by signing this Agreement, represents and warrants as
follows:
2.1 Experience. Sellers
have substantial experience in evaluating and investing in private
placement transactions so that Sellers are capable of evaluating the merits and
risks of their investment in UpSnap. Sellers, by reason of their
business or financial experience or the business or financial experience of
their professional advisors who are neither affiliated with nor compensated by
UpSnap or any affiliate or selling agent of UpSnap, have the capacity to protect
their own interests in connection with the acquisition of the UpSnap Securities
under this Agreement.
2.2 Purchase Entirely for Own
Account. This Agreement is made with the Sellers in reliance
upon the Sellers’ representation to UpSnap, which by the Sellers’execution of
this Agreement the Sellers hereby confirm, that the UpSnap Securities to be
received by the Sellers will be acquired for investment for each Seller’s own
account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and that the Sellers have no present intention
of selling, granting any participation in or otherwise distributing the same. By
executing this Agreement, the Sellers further represent that they do not have
any contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participations to such person or to any third person, with
respect to any of the UpSnap Securities.
2.3 Restricted UpSnap
Securities. The Sellers understand that the UpSnap Securities
they are purchasing are characterized as “restricted securities” under the U.S.
federal securities laws inasmuch as they are being acquired from UpSnap in a
transaction not involving a public offering and that under such laws and
applicable regulations such UpSnap Securities may be resold without registration
under the Securities Act of 1933, as amended (the “Securities Act”), only in
certain limited circumstances. In the absence of an effective
registration statement covering the UpSnap Securities or an available exemption
from registration under the Securities Act, the UpSnap Securities must be held
indefinitely. In this connection, the Sellers represent that they are familiar
with Rule 144 under the Securities Act, as presently in effect, and understand
the resale limitations imposed thereby, including without limitation the Rule
144 condition that current information about UpSnap be available to the public,
and that such information is now available.
2
2.4
Access to
Data. Sellers and their representatives have met with
representatives of the UpSnap and have had the opportunity to ask questions of,
and receive answers from, said representatives concerning UpSnap and the terms
and conditions of this transaction as well as to obtain any information
requested by Sellers. Any questions raised by Sellers or their representatives
concerning the transaction have been answered to the satisfaction of Sellers and
their representatives. Sellers’ decisions to purchase the UpSnap
Securities are based in part on the answers to such questions as Sellers
and their representatives have raised concerning the transaction and on their
own evaluation of the risks and merits of the purchase and UpSnap’s proposed
business activities.
2.5
Further Limitations on
Disposition. Without in any way limiting the representations set
forth above, the Sellers further agree not to make any disposition of all or any
portion of the UpSnap Securities unless and until the transferee has agreed in
writing for the benefit of the UpSnap to be bound by this Section 2, and: (a)
There is then in effect a registration statement under the Securities
Act covering such proposed disposition and such disposition is made in
accordance with such registration statement; or (b) (i) The Sellers shall have
notified UpSnap of the proposed disposition and shall have furnished UpSnap with
a detailed statement of the circumstances surrounding the proposed disposition,
and (ii) if requested by UpSnap, the Sellers shall have furnished UpSnap with an
opinion of counsel, reasonably satisfactory to UpSnap that such disposition will
not require registration of such UpSnap Securities under the Securities Act. It
is agreed that UpSnap will not require opinions of counsel for transactions made
pursuant to Rule 144 except in unusual circumstances.
Notwithstanding
the provisions of subsections (a) and (b) above, no such registration statement
or opinion of counsel shall be necessary for a transfer by the Sellers, if it is
a partnership, to a partner of such partnership or a retired partner of such
partnership who retires after the date hereof, or to the estate of any such
partner or retired partner or the transfer by gift, will or intestate succession
of any partner to his or her spouse or to the siblings, lineal descendants or
ancestors of such partner or his or her spouse, if the transferee agrees in
writing to be subject to the terms hereof to the same extent as if he or she
were an original Seller hereunder.
2.6
Legends.
It is understood that the certificates evidencing the UpSnap Securities
may bear one or all of the following legends: (a) these Upsnap Securities have
not been registered under the Securities Act of 1933, as amended (the "Act").
They may not be sold, offered for sale, pledged or hypothecated in the absence
of a registration statement in effect with respect to the UpSnap Securities
under such Act or an opinion of counsel satisfactory to the UpSnap Inc.
that such registration is not required or unless sold pursuant to Rule 144 of
such Act. (b) Any legend required by the laws of the State of Nevada,
including any legend required by the Nevada corporate law.
3
2.7 Further Representations by
Foreign Investors. If the Seller is not a United States person,
such Seller hereby represents that they have satisfied themselves as to the full
observance of the laws of their home jurisdiction in connection with
any purchase of the UpSnap Securities or any use of this Agreement, including
(i) the legal requirements within its jurisdiction for the purchase of the
UpSnap Securities, (ii) any foreign exchange restrictions applicable to such
purchase, (iii) any governmental or other consent that may need to be obtained
and (iv) the income tax and other tax consequences, if any, that may be relevant
to the purchase, holding, redemption, sale or transfer of the UpSnap
Securities. Sellers further represent that their purchase and payment
for and continued beneficial ownership of the UpSnap Securities will not violate
any applicable securities or other laws of their home jurisdiction.
2.8
Ownership of Duratech
Securities. Each Seller is the lawful record and beneficial
owner of the Duratech Securities to be transferred to UpSnap or its designees,
which shall be free and clear of all liens, encumbrances, restrictions and
claims of every kind and character. The delivery to UpSnap of the
Duratech Securities pursuant to the provisions of this Agreement will transfer
to UpSnap valid title thereto, free and clear of any and all encumbrances and
free and clear of any and all of the terms and conditions of any pledge
agreements and shall vest in UpSnap the sole voting and economic rights to the
Duratech Securities.
2.9
Non-Issuer,
Underwriter or Dealer. Each Seller is not an issuer,
underwriter or dealer within the meaning of Section 4(1) of the Securities Act
of 1933, as amended..
2.10
Restrictions. The
certificates evidencing the Duratech Securities shall bear a legend restricting
the transfer of the Duratech Securities, in accordance with Securities Act Rule
144.
2.11
Authority. The
Sellers have all requisite power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby and
thereby. The Sellers have duly and validly executed and delivered
this Agreement and execution and delivery of this Agreement by the parties
constitutes the legal, valid and binding obligation of the Sellers, enforceable
against the Sellers in accordance with its terms, except as such enforcement may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors’ rights generally.
2.12
No
Conflicts. The execution and delivery by the Sellers of this
Agreement and the consummation of the transactions contemplated hereby, do not
and will not, by the lapse of time, the giving of notice or otherwise: (a)
constitute a breach of any provision contained in, or a default under, any
governmental approval, any writ, injunction, order, judgment or decree of any
governmental authority or any contract to which the Sellers are a party or by
which the Sellers or any of their assets and properties are bound or affected;
or (b) result in or require the creation of any lien upon the Duratech
Securities or, except as otherwise provided in this Agreement, any of the assets
and properties of any of the Sellers.
4
2.13 Delivery of Medallion
Signature-Guaranteed Stock Power. Each Seller hereby
represents and warrants that he or she shall deliver to UpSnap, if requested, a
validly executed Medallion signature-guaranteed stock power covering all of the
Duratech Securities owned by such Seller. Such delivery of said stock
power shall be via Federal Express or comparable express courier within 2
business days of the execution of this Agreement. The Sellers agree
that if this condition is not met, irreparable harm will be caused to UpSnap,
such that this provision may be enforced by injunctive relief, and Sellers
hereby agree to waive any objection to such injunctive relief.
2.14 Regulation S
Compliance. The Sellers represent and warrant to, and covenant
with, UpSnap as follows:
|
(1)
|
The
Sellers are not a U.S. person and are not acquiring the UpSnap Securities
for the account or for the benefit of any U.S. person and are not a U.S.
person who purchased the UpSnap Securities in a transaction that did not
require registration under the Act.
|
|
(2)
|
The
Sellers agree to resell such UpSnap Securities only in accordance with the
provisions of Regulation S, pursuant to registration under the Act, or
pursuant to an available exemption from
registration.
|
|
(3)
|
The
Sellers agree not to engage in hedging transactions with regard to such
UpSnap Securities unless in compliance with the
Act.
|
|
(4)
|
The
Sellers consent to the certificate for the UpSnap Securities to
contain a legend to the effect that transfer is prohibited except in
accordance with the provisions of Regulation S, pursuant to registration
under the Act, or pursuant to an available exemption from registration,
and that hedging transactions involving the shares of Common Stock of
UpSnap may not be conducted unless in compliance with the
Act.
|
|
(5)
|
The
Sellers acknowledge that UpSnap has agreed to refuse to register any
transfer of the UpSnap Securities not made in accordance with the
provisions of Regulation S, pursuant to registration under the Act, or
pursuant to an available exemption from
registration.
|
|
(6)
|
The
Sellers covenant and represent and warrant in favor of UpSnap that all of
the representations and warranties set forth herein shall be true and
correct at the time of closing as if made on that
date.
|
ARTICLE
III
REPRESENTATIONS AND
WARRANTIES OF UPSNAP
UpSnap
hereby represents, warrants and covenants to and with the Sellers as
follows:
5
3.1 Experience. UpSnap
and its representatives have substantial experience in evaluating and
investing in private placement transactions so that they are capable of
evaluating the merits and risks of UpSnap’s investment in
Duratech. UpSnap, by reason of its business or financial
experience or the business or financial experience of its professional advisors
who are neither affiliated with nor compensated by Duratech or any affiliate or
selling agent of Duratech, has the capacity to protect its own interests in
connection with the purchase of the Duratech Securities under this
Agreement.
3.2 Purchase Entirely for Own
Account. This Agreement is made with UpSnap in
reliance upon UpSnap’s representation to the Sellers, which by UpSnap’s
execution of this Agreement UpSnap hereby confirms, that the Duratech Securities
to be received by UpSnap will be acquired for investment for UpSnap’s own
account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and that UpSnap has no present intention of
selling, granting any participation in or otherwise distributing the same. By
executing this Agreement, UpSnap further represents that it does not have any
contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participations to such person or to any third person, with
respect to any of the Duratech Securities.
3.3 Restricted Duratech
Securities. UpSnap and its representatives understand
that the Duratech Securities that UpSnap is purchasing are characterized as
“restricted securities” under the U.S. federal securities laws inasmuch as they
are being acquired from the Sellers in a transaction not involving a public
offering and that under such laws and applicable regulations such Duratech
Securities may be resold without registration under the Securities Act, only in
certain limited circumstances. In the absence of an effective
registration statement covering the Duratech Securities or an available
exemption from registration under the Securities Act, the Duratech Securities
must be held indefinitely. In this connection, UpSnap and its advisors represent
that it is familiar with Rule 144 under the Securities Act, as presently in
effect, and understand the resale limitations imposed thereby, including without
limitation the Rule 144 condition that current information about Duratech be
available to the public, and that such information is not now
available.
3.4 Access to
Data. UpSnap and its representatives have met with
representatives of Duratech and have had the opportunity to ask questions of,
and receive answers from, said representatives concerning Duratech and the terms
and conditions of this transaction as well as to obtain any information
requested by UpSnap . Any questions raised by UpSnap or its
representatives concerning the transaction have been answered to the
satisfaction of UpSnap and its representatives. UpSnap 's decision to
acquire the Duratech Securities is based in part on the answers to such
questions as UpSnap and its representatives have raised concerning
the transaction and on their own evaluation of the risks and merits of the
purchase and Duratech’s proposed business activities.
3.5 Accredited
Investor. UpSnap is either (i) a "qualified
institutional buyer" within the meaning of such term under paragraph (a) of Rule
144A under the Securities Act, or (ii) an "accredited investor" within the
meaning of such term under paragraph (a) of Rule 501 of Regulation D under the
Securities Act.
6
3.6 Further Limitations on
Disposition. Without in any way limiting the representations set
forth above, UpSnap further agrees not to make any disposition of all or any
portion of the Duratech Securities unless and until the transferee has agreed in
writing for the benefit of the Sellers to be bound by this Section 3, and: (a)
There is then in effect a registration statement under the Securities
Act covering such proposed disposition and such disposition is made in
accordance with such registration statement; or (b) (i) UpSnap shall have
notified the Sellers of the proposed disposition and shall have furnished the
Sellers with a detailed statement of the circumstances surrounding the proposed
disposition, and (ii) if requested by the Sellers, UpSnap shall have furnished
the Sellers with an opinion of counsel, reasonably satisfactory to the Sellers
that such disposition will not require registration of such Duratech Securities
under the Securities Act. It is agreed that the Company will not require
opinions of counsel for transactions made pursuant to Rule 144 except in unusual
circumstances.
Notwithstanding
the provisions of subsections (a) and (b) above, no such registration statement
or opinion of counsel shall be necessary for a transfer by UpSnap , if it is a
partnership, to a partner of such partnership or a retired partner of such
partnership who retires after the date hereof, or to the estate of any such
partner or retired partner or the transfer by gift, will or intestate succession
of any partner to his or her spouse or to the siblings, lineal descendants or
ancestors of such partner or his or her spouse, if the transferee agrees in
writing to be subject to the terms hereof to the same extent as if he or she
were the original purchaser hereunder.
3.7 Legends. It is
understood that the certificates evidencing the Duratech Securities may bear one
or all of the following legends: (a) these Duratech Securities have not been
registered under the Securities Act of 1933, as amended (the "Act"). They may
not be sold, offered for sale, pledged or hypothecated in the absence of a
registration statement in effect with respect to the Duratech Securities under
such Act or an opinion of counsel satisfactory to the Company that such
registration is not required or unless sold pursuant to Rule 144 of such
Act. (b) Any legend required by the laws of the Province of Alberta,
including any legend required by the Alberta corporate law.
3.8 Further Representations by
Foreign Investors. If it is not a United States person, the
UpSnap hereby represents that it has satisfied itself as to the full
observance of the laws of its home jurisdiction in connection with any purchase
of the Duratech Securities or any use of this Agreement, including (i) the legal
requirements within its jurisdiction for the purchase of the Duratech
Securities, (ii) any foreign exchange restrictions applicable to such
purchase, (iii) any governmental or other consent that may need to be obtained
and (iv) the income tax and other tax consequences, if any, that may be relevant
to the purchase, holding, redemption, sale or transfer of the Duratech
Securities. UpSnap further represents that its purchase
and payment for and continued beneficial ownership of the Duratech Securities
will not violate any applicable securities or other laws of its home
jurisdiction.
7
3.9 Authorization of Common
Stock. UpSnap
hereby represents, warrants and agrees that it will take all corporate action
that may be necessary as promptly as practicable to authorize at
least 338,938,010 shares of Common Stock, $.001 par value, and an additional
127,568,470 shares of Common Stock underlying the options to be issued pursuant
to this Agreement.
ARTICLE
IV
CONDITIONS TO SELLERS’
OBLIGATIONS
The acquisition of the UpSnap
Securities by Sellers is conditioned upon the satisfaction or waiver, at or
prior to the closing date,, of the following conditions:
4.1 Truth of Representations and
Warranties. The representations and warranties of
UpSnap contained in this Agreement or in any Schedule delivered
pursuant hereto shall be true and correct in all material respects with the same
effect as though such representations and warranties have been made on and as of
the closing date (except to the extent that any such representation and warranty
is stated in this Agreement to be made as of a specific date, in which case such
representation and warranty shall be true and correct as of such specified
date).
4.2 Performance of
Agreements. All agreements of UpSnap to be
performed pursuant to the terms hereof shall have been duly performed in all
material respects.
4.3 No
Injunction. No court or other government body or public
authority shall have issued an order which shall then be in effect restraining
or prohibiting the completion of the transactions contemplated
hereby.
4.4 No
Litigation. There shall not be any action, suit or proceeding
pending or threatened that seeks to (i) make the consummation of the
transactions contemplated hereby illegal or otherwise restrict or prohibit
consummation thereof or (ii) require the divestiture by any Seller or any
affiliates of shares of stock or of any business, assets or property of any of
its subsidiaries or affiliates, or impose any material limitation on the ability
of any of them to conduct their business or to own or exercise control of such
assets, properties or stock and which, in either case, in the reasonable, good
faith determination of such Seller has a significant likelihood of having a
material adverse effect on such Seller.
4.5 Authorization of the UpSnap
Securities. The UpSnap Securities shall be duly authorized by
all necessary corporate and shareholder action and shall be issued and delivered
to the Sellers at closing.
ARTICLE
V
CONDITIONS TO UPSNAP’S
OBLIGATIONS
8
The acquisition of the Duratech
Securities by UpSnap is conditioned upon the satisfaction or waiver,
at or prior to the closing date,, of the following conditions:
5.1 Truth of Representations and
Warranties. The representations and warranties of Sellers
contained in this Agreement or in any Schedule delivered pursuant hereto shall
be true and correct in all material respects with the same effect as though such
representations and warranties have been made on and as of the closing date
(except to the extent that any such representation and warranty is stated in
this Agreement to be made as of a specific date, in which case such
representation and warranty shall be true and correct as of such specified
date).
5.2 Performance of
Agreements. All agreements of each Seller to be
performed pursuant to the terms hereof shall have been duly performed
in all material respects.
5.3 No
Injunction. No court or other government body or public
authority shall have issued an order which shall then be in effect restraining
or prohibiting the completion of the transactions contemplated
hereby.
5.4 No
Litigation. There shall not be any action, suit or proceeding
pending or threatened that seeks to (i) make the consummation of the
transactions contemplated hereby illegal or otherwise restrict or prohibit
consummation thereof or (ii) require the divestiture by UpSnap or any
affiliates of shares of stock or of any business, assets or property of any of
its subsidiaries or affiliates, or impose any material limitation on the ability
of any of them to conduct their business or to own or exercise control of such
assets, properties or stock and which, in either case, in the reasonable, good
faith determination of UpSnap has a significant likelihood of having
a material adverse effect on UpSnap .
ARTICLE
VI
MISCELLANEOUS
6.1 Expenses. The
parties hereto shall pay all of their own expenses relating to the transactions
contemplated by this Agreement, including, without limitation, the fees and
expenses of their respective counsel, financial advisors and
accountants.
6.2 Captions. The
Article and Section numbers used herein are for reference purposes only, and
shall not in any way affect the meaning or interpretation of this
Agreement.
6.3 Notices. Any
notice or other communications required or permitted hereunder shall be
sufficiently given if delivered in person or sent by facsimile or by registered
or certified mail, postage prepaid, addressed, if to any of UpSnap or to the
Sellers at the addresses set forth on the signature page hereof, or such other
address or number as shall be furnished in writing by any such party, and such
notice or communication shall be deemed to have been given as of the date so
delivered, sent by telecopy or mailed.
9
6.4 Parties in
Interest. This Agreement may not be transferred, assigned,
pledged or hypothecated by any party hereto, other than by operation of
law.
6.5 Counterparts. This
Agreement may be executed in two or more counterparts, all of which taken
together shall constitute one instrument. Any signature on this
Agreement may be delivered by facsimile or other electronic transmission, so
long as such signature is legible, and such facsimile signature shall be deemed
to have the same legal and binding effect as an original for all
purposes.
6.6 Entire
Agreement. This Agreement, including the Exhibits and other
documents referred to herein which form a part hereof, contain the entire
understanding of the parties hereto with respect to the subject matter contained
herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter, and may
not be altered or amended except by a writing signed by the party against whom
enforcement of such amendment is sought.
6.7 Jurisdiction and
Venue. Each of the parties hereby: (a) irrevocably
submits to the non-exclusive personal jurisdiction of any state or federal court
sitting in Nevada, over any claim arising out of or relating to this Agreement
and irrevocably agrees that all such claims may be heard and determined in such
court; and (b) irrevocably waives, to the fullest extent permitted by applicable
law, any objection it may now or hereafter have to the laying of venue in any
proceeding brought in a state or federal court sitting in Nevada and any claim
that any such proceeding brought in a state or federal court sitting in Nevada
has been brought in an inconvenient forum.
6.8 Survival of
Representations. The representations and warranties set forth
in this Agreement shall survive for two years after the date
hereof.
IN
WITNESS WHEREOF, each of the parties has caused this Agreement to be executed by
themselves or by their respective officers thereunto duly authorized, all as of
the day and year first above written.
SELLERS:
/s/ Xxxxx Van
Hierden
Xxxxx Van
Hierden, an individual
/s/ Xxxxx Van
Hierden
Xxxxx Van
Hierden, an individual
10
/s/ Xxxxxx Van
Hierden
Xxxxxx
Van Hierden, an individual
/s/ Xxxxx Van
Hierden
Xxxxx Van
Hierden, an individual
/s/ Carlarene Van
Hierden
Carlarene
Van Hierden, an individual
/s/ Brendon Van
Hierden
Brendon
Van Hierden, an individual
/s/ Xxxxxx
Xxxxxxxx
Xxxxxx
Xxxxxxxx, an individual
/s/ Xxx
Xxxxxxx
Xxx
Xxxxxxx, an individual
/s/ Xxxxxx
Xxxxxxx
Xxxxxx
Xxxxxxx, an individual
/s/ Xxxxx
Xxxxxx
Xxxxx
Xxxxxx, an individual
/s/ Xxxxx
Xxxxxx
Xxxxx
Xxxxxx, an individual
/s/ Xxxxx
Xxxxx
Xxxxx
Xxxxx, an individual
/s/ Xxxx
Xxxxxxx
Xxxx
Xxxxxxx, an individual
11
/s/ Xxxxxx
Xxxxxxx
Xxxxxx
Xxxxxxx, an individual
/s/ Xxxx
Xxxxxx
Xxxx
Xxxxxx, an individual
/s/ Xxxxx Van
Hierden
Xxxxx Van
Hireden on behalf of
Global
Kingdom Alliance, an Alberta Corporation
/s/ Xxxxx
Haayama
Xxxxx
Haayama, an individual
/s/ Xxxx
Xxxxxxxxxx
Xxxx
Xxxxxxxxxx, an individual
/s/ Xxxxxx
Xxxxxxxxxx
Xxxxxx
Xxxxxxxxxx, an individual
/s/ Xxxxxxx
Xxxxxxxxxx
Xxxxxxx
Xxxxxxxxxx, an individual
/s/ Xxxx
Xxxxxxxxxx
Xxxx
Xxxxxxxxxx, an individual
/s/ Xxxx
Xxxxxxxxxx
Xxxx
Xxxxxxxxxx, an individual
______________________________
Xxxxx
Xxxxxxxxxx, an individual
/s/ Xxxx
Xxxxxxxxxx
Xxxx
Xxxxxxxxxx on behalf of
Indenbosch
Auction Ltd., an Alberta Company
12
/s/ Xxxxx
Xxxxx
Xxxxx
Xxxxx, an individual
/s/ Xxxxxxxx
Xxxxx
Xxxxxxxx
Xxxxx, an individual
/s/ Xxxxxxx
Xxxxxx
Xxxxxxx
Xxxxxx, an individual
/s/ Xxxx
Xxxxx
Xxxx
Xxxxx, an individual
/s/ Xxxxx
Xxxxxx
Xxxxx
Xxxxxx, an individual
/s/ Xxxxxxx
Xxxxx
Xxxxxxx
Xxxxxx, an individual
/s/ Xxxx
Xxxxxxxxxxx
Xxxx
Xxxxxxxxxxx, an individual
/s/ Xxxxxxx X.von
Gnechten_
Xxxxxxx
X. von Gnechten, an individual
/s/ Xxxxx
XxxXxxxxxxxx
Xxxxx
XxxXxxxxxxxx, an individual
UPSNAP:
By: /s/
Xxxxx Van
Hierden
Xxxxx
Van Hierden
Chief
Executive Officer
13
