STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE
By and among
FIT FOR BUSINESS INTERNATIONAL, INC,
A Nevada Corporation
and
FOOTFRIDGE PTY LTD
An Australian Corporation
And
XXXXX X'XXXXX
Effective as of March 20th, 2007
STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE
THIS STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE, made and entered into
this day of March, by and among Fit POI' Business International, Inc., a Nevada
corporation with its principal place of business located at 00/00 Xxxxxxxxx Xx.,
Xxxxxx, X 0000 Xxxxxxxxx; Footfridge Pty Ltd., an Australian Corporation with
its principal place of business at 0 Xxxxxxxx Xxxxx, Xxxx xx Xxxxx, Xxxxxxxxxx
0000 ("Footfridge"); and Xxxxx X'Xxxxx, an individual with an address at Xxxx 0,
00 Xxxxxxxxx Xxxxxx, Xxxxx Heads, Queensland, Australia 4567 (collectively, Xx.
X'Xxxxx shall be hereinafter referred to as the "Footfridge Shareholder")
(collectively Footfridge and the Footfridge Shareholder shall be known as the
"Footfridge Group").
Premises
A. This Agreement provides for the acquisition of Footfridge whereby
Footfridge shall become a wholly owned subsidiary of Fit For Business
International, Inc. and in connection therewith, the payment of $1,000,000 in
the form of a $1,000,000 subordinated promissory note, with an annual interest
rate of 7%, balloon payment and conversion features. The subordinated note shall
be secured by a pledge of Footfridge stock.
B. The boards of directors of Footfridge and Fit For Business
International, Inc. have determined, subject to the terms and conditions set
forth in this Agreement, that the transaction contemplated hereby is desirable
and in the best interests of their stockholders, respectively. This Agreement is
being entered into for the purpose of setting forth the terms and conditions of
the proposed acquisition.
Agreement
NOW THEREFORE, on the stated premises and for and in consideration of
the mutual covenants and agreements hereinafter set forth and the mutual
benefits to the parties to be derived here from, it is hereby agreed as follows:
ARTICLE I
REPRESENTATIONS, COVENANTS AND WARRANTIES OF
FIT FOR BUSINESS INTERNATIONAL, INC.
As an inducement to and to obtain the reliance of Footfridge, Fit For
Business International, Inc. represents and warrants as follows:
Section 1.1 Organization. Fit For Business International, Inc. is a
corporation duly organized, validly existing, and in good standing under the
laws of Nevada and has the corporate power and is duly authorized, qualified,
franchised and licensed under all applicable laws, regulations, ordinances and
orders of public authorities to own all of its properties and assets and to
carryon its business in all material respects as it is now being conducted,
including qualification to do business as a foreign corporation in the
jurisdiction in which the character and location of the assets owned by it or
the nature of the business transacted by it requires qualification. Included in
the Schedules attached hereto (hereinafter defined) are complete and correct
copies of the articles of incorporation, bylaws and amendments thereto as in
effect on the date hereof. The execution and delivery of this Agreement does not
and the consummation of the transactions contemplated by this Agreement in
accordance with the terms hereof will not violate any provision of Holdings
articles of incorporation or bylaws. Fit For Business
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International, Inc. has full power, authority and legal right and has taken all
action required by law, its articles of incorporation, its bylaws or otherwise
to authorize the execution and delivery of this Agreement.
Section 1.2 Capitalization. The authorized capitalization of Fit For
Business International, Inc. consists of 1 00,000,000 shares of common stock,
$0.001 par value per share, and 10,000,000 shares of Preferred Stock, $0.001 par
value per share. As of the date hereof, Fit For Business International, Inc. has
24,346,000 common shares issued and outstanding and 1,000,000 preferred shares
issued and outstanding.
All issued and outstanding shares are legally issued, fully paid and
nonassessable and are not issued in violation of the preemptive or other rights
of any person. Fit For Business International, Inc. has no securities, warrants
or options authorized or issued.
Section 1.3 Subsidiaries. Other than Fit for Business (Australia) Pty
Limited, Fit For Business International, Inc. has no subsidiaries.
Section 1.4 Tax Matters: Books and Records.
(a) The books and records, financial and others, of Fit For Business
International, Inc. are in all material respects complete and
correct and have been maintained in accordance with good
business accounting practices; and
(b) Fit For Business International, Inc. has no liabilities with
respect to the payment of any country, federal, state, county,
or local taxes (including any deficiencies, interest or
penalties).
(c) Fit For Business International, Inc. shall remain responsible
for all debts incurred by Fit For Business International, Inc.
prior to the date of closing.
Section 1.5 Litigation and Proceedings. There are no actions, suits,
proceedings or investigations pending or threatened by or against or affecting
Fit For Business International, Inc. or its properties, at law or in equity,
before any court or other governmental agency or instrumentality, domestic or
foreign or before any arbitrator of any kind that would have a material adverse
affect on the business, operations, financial condition or income of Fit For
Business International, Inc. Fit For Business International, Inc. is not in
default with respect to any judgment, order, writ, injunction, decree, award,
rule or regulation of any court, arbitrator or governmental agency or
instrumentality or of any circumstances which, after reasonable investigation,
would result in the discovery of such a default.
Section 1.6 Material Contract Defaults. Fit For Business International,
Inc. is not in default in any material respect under the terms of any
outstanding contract, agreement, lease or other commitment which is material to
the business, operations, properties, assets or condition of Fit For Business
International, Inc., and there is no event of default in any material respect
under any such contract, agreement, lease or other commitment in respect of
which Fit For Business International, Inc. has not taken adequate steps to
prevent such a default from occurring.
Section 1.7 Information. The information concerning Fit For Business
International, Inc. as set forth in this Agreement and in the attached Schedules
is complete and accurate in all material respects and does not contain any
untrue statement of a material fact or omit to state a material fact required to
make the statements made in light of the circumstances under which they were
made, not misleading.
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Section 1.8 Title and Related Matters. Fit For Business International,
Inc. has good and marketable title to and is the sole and exclusive owner of all
of its properties, inventory, interest in properties and assets, real and
personal (collectively, the "Assets") free and clear of all liens, pledges,
charges or encumbrances. Fit For Business International, Inc. owns free and
clear of any liens, claims, encumbrances, royalty interests or other
restrictions or limitations of any nature whatsoever and all procedures,
techniques, marketing plans, business plans, methods of management or other
information utilized in connection with Fit For Business International, Inc. 's
business. No third party has any right to, and Fit For Business International,
Inc. has not received any notice of infringement of or conflict with asserted
rights of other with respect to any product, technology, data, trade secrets,
know-how, proprietary techniques, trademarks, service marks, trade names or
copyrights which, singly on in the aggregate, if the subject of an unfavorable
decision ruling or finding, would have a materially adverse affect on the
business, operations, financial conditions or income of Fit For Business
International, Inc. or any material portion of its properties, assets or rights.
Section 1.9 Contracts On the closing date:
(a) There arc no material contracts, agreements franchises, license
agreements, or other commitments to which Fit For Business
International, Inc. is a party or by which it or any of its
properties are bound:
(b) Fit For Business International, Inc. is not a party to any
contract, agreement, commitment or instrument or subject to any
charter or other corporate restriction or any judgment, order,
writ, injunction, decree or award materially and adversely
affects, or in the future may (as far as Fit For Business
International, Inc. can now foresee) materially and adversely
affect, the business, operations, properties, assets or
conditions of Fit For Business International, Inc.; and
(c) Fit For Business International, Inc. is not a party to any
material oral or written: (I) contract for the employment of any
officer or employee~ (ii) profit sharing, bonus, deferred
compensation, stock option, severance pay, pension benefit or
retirement plan, agreement or arrangement covered by Title IV of
the Employee Retirement Income Security Act, as amended; (iii)
agreement, contract or indenture relating to the borrowing of
money; (iv) guaranty of any obligation for the borrowing of
money or otherwise, excluding endorsements made for collection
and other guaranties, of obligations, which, in the aggregate
exceeds $l,000; (v) consulting or other contract with an
unexpired term of more than one year or providing for payments
in excess of $10,000 in the aggregate; (vi) collective
bargaining agreement; (vii) contract, agreement or other
commitment involving payment') by it for more than $10,000 in
the aggregate.
Section 1.10 Compliance With Laws and Regulations. To the best of Fit
For Business International, Inc.'s knowledge and belief, Fit For Business
International, Inc. has complied with all applicable statutes and regulations of
any federal, slate or other governmental entity or agency thereof, except to the
extent that noncompliance would not materially and adversely affect the
business, operations, properties, assets or condition of 4306, or would not
result in Fit For Business International, Inc. incurring material liability.
Section 1.11 Insurance. All of the insurable properties of Fit For
Business International, Inc. are insured for Fit For Business International,
Inc.'s benefit under valid and enforceable policy or policies containing
substantially equivalent coverage and will be outstanding and in full force at
the Closing Date.
Section 1.12 Approval of Agreement. The directors of Fit For Business
International, Inc. have authorized the execution and delivery of the Agreement
by and have approved the transactions contemplated hereby.
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Section 1.13 Material Transactions or Affiliations. There are no
material contracts or agreements of arrangement between Fit For Business
International, Inc. and any person, who was at the time of such contract,
agreement or arrangement an officer, director or person owning of record, or
known to beneficially own ten percent (10%) or more of the issued and
outstanding Common Shares of Fit For Business International, Inc. and which is
to be performed in whole or in part after the date hereof. fit For Business
International, Inc. has no commitment, whether written or oral, to lend any
funds to, borrow any money from or enter into material transactions with any
such affiliated person.
Section 1.14 No Conflict With Other Instruments. The execution of this
Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, or
constitute an event of default under, any material indenture, mortgage, deed of
trust or other material contract, agreement or instrument to which Fit For
Business International, Inc. is a party or to which any of its properties or
operations are subject.
Section 1.15 Governmental Authorizations. Fit For Business
International, Inc. has all licenses, franchises, permits or other governmental
authorizations legally required to enable it to conduct its business in all
material respects as conducted on the date hereof. Except for compliance with
federal and state securities and corporation laws, as hereinafter provided, no
authorization, approval, consent or order of, or registration, declaration or
filing with, any court or other governmental body is required in connection with
the execution and delivery by Fit For Business International, Inc. of this
Agreement and the consummation of the transactions contemplated hereby.
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
OF FOOTFRIDGE PTY LTD.
As an inducement to, and to obtain the reliance of Fit For Business
International, Inc., Footfridge represents and warrants as follows:
Section 2.1 Organization. Footfridge is a corporation duly organized,
validly existing and in good standing under the laws of the Australia and has
the corporate power und is duly authorized, qualified, franchised and licensed
under all applicable laws, regulations, ordinances and orders of public
authorities to own all of its properties and assets and to carry on its business
in all material respects as it is now being conducted, including qualification
to do business as a foreign entity in the country or states in which the
character and location of the assets owned by it or the nature of the business
transacted by it requires qualification. Included in the Attached Schedules (as
hereinafter defined) are complete and correct copies of the articles of
incorporation, bylaws and amendments thereto as in effect on the date hereof The
execution and delivery of this Agreement docs not and the consummation of the
transactions contemplated by this Agreement in accordance with the terms hereof
will not, violate any provision of Footfridge's certificate of incorporation or
bylaws. Footfridge has full power, authority and legal right and has taken all
action required by law, its articles of incorporation, bylaws or otherwise to
authorize the execution and delivery of this Agreement.
Section 2.2 Capitalization. As of the date hereof, the authorized
capitalization of Footfridge consists of two (2) issued shares of common stock,
AUST$1.00 par value. All issued and outstanding common shares have been legally
issued, fully paid, are nonassessable and not issued in violation of the
preemptive rights of any other person. Footfridge has no other securities,
warrants or options authorized or issued.
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Section 2.3 Subsidiaries. None.
Section 2.4 Tax Matters; Books & Records
(a) The books and records, financial and others, of Footfridge are
in all material respects complete and correct and have been
maintained in accordance with good business accounting
practices; and
(b) Footfridge has no liabilities with respect to the payment of any
country, federal, state, county, local or other taxes (including
any deficiencies, interest or penalties).
(c) Footfridge shall remain responsible for all debts included prior
to the closing.
Section 2.5 Information. The information concerning Footfridge as set
forth in this Agreement and in the attached Schedules is complete and accurate
in all material respects and does not contain any untrue statement of a material
fact 01' omit to state a material fact required to make the statements made, in
light of the circumstances under which they were made, not misleading.
Section 2.6 Title and Related Matters. Footfridge has good and
marketable title to and is the sole and exclusive owner of all of its
properties, inventory, interests in properties and assets, real and personal
(collectively, the "Assets") free and clear of all liens, pledges, charges or
encumbrances. This shall include but not be limited to, that certain Patent
listed on Schedule 2.6 attached hereto and made a pmt hereof. This shall also
include, but not be limited to, all items necessary to carryon Footfridge's
business. Except as set forth in the Schedules attached hereto, Footfridge owns
free and clear of any liens, claims, encumbrances, royalty interests or other
restrictions or limitations of any nature whatsoever and all procedures,
techniques, marketing plans, business plans, methods of management or other
information utilized in connection with Footfridge's business, Except as set
forth in the attached Schedules, no third party has any right to, and Footfridge
has not received any notice of infringement of or conflict with asserted fights
of others with respect to any product, technology, data, trade secrets,
know-how, proprietary techniques, trademarks, service marks, trade names or
copyrights which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would have a materially adverse affect on the
business, operations, financial conditions or income of Footfridge or any
material portion of its properties, assets or rights.
Section 2.7 Litigation and Proceedings. There are 110 actions, suits or
proceedings pending or threatened by or against or affecting Footfridge at law
or in equity, before any court or other governmental agency or instrumentality,
domestic or foreign or before any arbitrator of any kind that would have a
material adverse effect on the business, operations, financial condition, income
or business prospects of Footfridge. Footfridge does not have any knowledge of
any default on its part with respect to any judgment, order, writ, injunction,
decree, award, rule or regulation of any court, arbitrator or governmental
agency or instrumentality.
Section 2.8 Contracts. On the Closing Date:
(a) There are no material contracts, agreements, franchises, license
agreements, or other commitments to which Footfridge is a party
or by which it or any of its properties are bound;
(b) Footfridge is not a party to any contract, agreement, commitment
or instrument or subject to any charter or other corporate
restriction or any judgment, order, writ, injunction, decree or
award which materially and adversely affects, or in the future
may (as far as Footfridge can now foresee) materially and
adversely affect, the business, operations, properties, assets
or conditions of Footfridge; and
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(c) Footfridge is not a party to any material oral or written: (i)
contract for the employment of any officer or employee; (ii)
profit sharing, bonus, deferred compensation, stock option,
severance pay, pension, benefit or retirement plan, agreement or
arrangement covered by Title IV of the Employee Retirement
Income Security Act, as amended; (iii) agreement, contract or
indenture relating to the borrowing of money; (iv) guaranty of
any obligation for the borrowing of money or otherwise,
excluding endorsements made for collection and other guaranties
of obligations, which, in the aggregate exceeds $1,000; (v)
consulting or other contract with an unexpired term of more than
one year or providing for payments in excess of $1 0,000 in the
aggregate; (vi) collective bargaining agreement; (vii) contract,
agreement, or other commitment involving payments by it for more
than $10,000 in the aggregate.
Section 2.9 No Conflict With Other Instruments. The execution of this
Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, or
constitute an event of default under, any material indenture, mortgage, deed of
trust or other material contract, agreement or instrument to which Footfridge is
a party or to which any of its properties or operations are subject.
Section 2.10 Material Contract Defaults. To the best of Footfridge's
knowledge and belief, it is not in default in any material respect under the
terms of any outstanding contract, agreement, lease or other commitment which is
material to the business, operations, properties, assets or condition of
Footfridge, and there is no event of default in any material respect under any
such contract, agreement, lease or other commitment in respect of which
Footfridge has not taken adequate steps to prevent such a default from
occurring.
Section 2.11 Governmental Authorizations. To the best of Footfridge's
knowledge, Footfridge has all licenses, franchises, permits and other
governmental authorizations that are legally required to enable it to conduct
its business operations in all material respects as conducted on the date
hereof. Except for compliance with federal and state securities or corporation
laws, no authorization, approval, consent or order of, or registration,
declaration or filing with, any court or other governmental body is required in
connection with the execution and delivery by Footfridge of the transactions
contemplated hereby.
Section 2.12 Compliance With Laws and Regulations. To the best of
Footfridge's knowledge and belief Footfridge has complied with all applicable
statutes and regulations of any federal, state or other governmental entity or
agency thereof, except to the extent that noncompliance would not materially and
adversely affect the business, operations, properties, assets or condition of
Footfridge or would not result in Footfridge's incurring any material liability.
Section 2.13 Insurance. All of the insurable properties of Footfridge
are insured for Footfridge's benefit under valid and enforceable policy or
policies containing substantially equivalent coverage and will be outstanding
and in full force at the Closing Date.
Section 2.14 Approval of Agreement. The directors of Footfridge have
authorized the execution and delivery of the Agreement and have approved the
transactions contemplated hereby.
Section 2.15 Material Transactions or Affiliations. As of the Closing
Date, there will exist no material contract, agreement or arrangement between
Footfridge and any person who was at the time of such contract, agreement or
arrangement an officer, director or person owning of record, or known by
Footfridge to own beneficially, ten percent (10%) or more of the issued and
outstanding Common Shares of Footfridge and which is to be performed in whole or
in part alter the date hereof except with regard to an agreement with the
Footfridge shareholders providing for the distribution of cash to provide for
payment of federal and state taxes on Subchapter
7
S income. Footfridge has no commitment, whether written or oral, to lend any
funds to, borrow any money from or enter into any other material transactions
with, any such affiliated person.
ARTICLE III
EXCHANGE PROCEDURE AND OTHER CONSIDERATION
Section 3.1 Share Exchange/Delivery of Footfridge Securities. On the
Closing Date, the holders of all of the Footfridge Common Shares shall deliver
to Fit For Business International, Inc. (i) certificates or other documents
evidencing all of the issued and outstanding shares of Footfridge, duly endorsed
in blank or with executed power attached thereto in transferable form. On the
Closing Date, all previously issued and outstanding shares of Footfridge shall
be transferred to Fit For Business International, Inc., so that Footfridge shall
become a wholly owned subsidiary of Fit For Business International, Inc.
Section 3.2 Issuance of Fit For Business International, Inc. Common
Shares. In exchange for all of the Footfridge Common Shares tendered pursuant to
Section 3.1, Fit For Business International, Inc. shall pay to the Footfridge
shareholders $1,000,000 in the form of a one year subordinated promissory note
with interest accruing at the rate of 7% per annum. The promissory note shall
have the following characteristics: (i) six (6) month term with no principal or
interest payments during the 6 month term; (ii) balloon payment of $200,000 due
and payable at the end of the 6 month term; and (iii) the balance of $800,000
automatically convertible into Fit for Business International, Inc. shares or
common stock at the conversion rate of $.10 per share or an aggregate of
8,000,000 such shares. The shares shall be issued in accordance with the
exemption provided under Section 4(1) and shall be deemed to be restricted
shares. Fit For Business International, Inc. may prepay the balloon payment of
$200,000 at anytime without penalty.
Section 3.3 Events Prior to Closing. Upon execution hereof or as soon
thereafter as practical, management of Fit For Business International, Inc. and
Footfridge shall execute, acknowledge and deliver (or shall cause to be
executed, acknowledged and delivered) any and all certificates, opinions,
financial statements, schedules, agreements, resolutions rulings or other
instruments required by this Agreement to be so delivered, together with such
other items as may be reasonably requested by the parties hereto and their
respective legal counsel in order to effectuate or evidence the transactions
contemplated hereby, subject only to the conditions to Closing referenced herein
below.
Section 3.4 Closing. The closing ("Closing") of the transactions
contemplated by this Agreement shall be within five (5) business days after
Footfridge satisfies the terms of Section 5.6 herein.
Section 3.5 Termination.
(a) This Agreement may be terminated by the board of directors or
majority interest of Shareholders of either Fit For Business
International, Inc. or Footfridge respectively, at any time
prior to the Closing Date if:
(i) there shall be any action or proceeding before any court
or any governmental body which shall seek to restrain,
prohibit or invalidate the transactions contemplated by
this Agreement and which, in the judgment of such board
of directors, made in good faith and based on the advice
of its legal counsel, makes it inadvisable to proceed
with the exchange contemplated by this Agreement; or
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(ii) any of the transactions contemplated hereby arc
disapproved by any regulatory authority whose approval
is required to consummate such transactions.
In the event of termination pursuant to this paragraph (a) of this
Section 3.5, no obligation, right, or liability shall arise hereunder and each
party shall bear all or the expenses incurred by it in connection with the
negotiation, drafting and execution of this Agreement and the transactions
herein contemplated.
(b) This Agreement may be terminated at any time prior to the
Closing Date by action of the board of directors of Fit For
Business International, Inc. if Footfridge shall fail to comply
in any material respect with any' of its covenants or agreements
contained in this Agreement or if any of the representations or
warranties of Footfridge contained herein shall be inaccurate in
any material respect, which noncompliance or inaccuracy is not
cured after 20 days written notice thereof is given to
Footfridge. If this Agreement is terminated pursuant to this
paragraph (b) of this Section 3.5, this Agreement shall be of no
further force or effect and no obligation, right or liability
shall arise hereunder.
(c) This Agreement may be terminated at any time prior to the
Closing Date by action of the board of directors of Footfridge
if Fit For Business International, Inc. shall fail to comply in
any material respect with any of its covenants or agreements
contained in this Agreement or if any of the representations or
warranties of Fit For Business International, Inc. contained
herein shall be inaccurate in any material respect, which
noncompliance or inaccuracy is not cured after 20 days written
notice thereof is given to Fit For Business International, Inc.
If this Agreement is terminated pursuant to this paragraph (d)
of this Section 3.5, this Agreement shall be of no further force
or effect and no obligation, right or liability shall arise
hereunder.
In the event of termination pursuant to paragraph (b) and (c) of this
Section 3.5, the breaching party shall bear all of the expenses incurred by the
other party in connection with the negotiation, drafting and execution of this
Agreement and the transactions herein contemplated.
ARTICLE IV
SPECIAL COVENANTS
Section 4.1 Access to Properties and Records. Prior to closing, Fit For
Business International, Inc. and Footfridge will each afford to the officers and
authorized representatives of the other full access to the properties, books and
records of each other, in order that each may have full opportunity to make such
reasonable investigation as it shall desire to make of the affairs of the other
and each will furnish the other with such additional financial and operating
data and other information as to the business and properties of each other, as
the other shall from time to time reasonably request.
Section 4.2 Availability of Rule 144. Fit For Business International,
Inc. and Footfridge shareholders holding "restricted securities," as that term
is defined in Rule 144 promulgated pursuant to the Securities Act will remain as
"restricted securities". Fit For Business International, Inc. is under no
obligation to register such shares under the Securities Act, or otherwise. The
stockholders of Fit For Business International, Inc. and Footfridge holding
restricted securities of Fit For Business International, Inc. and Footfridge as
of the date of this Agreement and their respective heirs, administrators,
personal representatives, successors and assigns, are intended third party
beneficiaries of the provisions set forth herein. The covenants set forth in
this Section 4.2 shall survive the Closing and the consummation of the
transactions herein contemplated.
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Section 4.3 Third Party Consents. Fit For Business International, Inc,
and Footfridge agree to cooperate with each other in order to obtain any
required third party consents to this Agreement and the transactions herein
contemplated.
Section 4.4 Actions Prior and Subsequent to Closing.
(a) From and after the date of this Agreement until the Closing
Date, except as permitted or contemplated by this Agreement, Fit
For Business International, Inc. and Footfridge win each use its
best efforts to:
(i) maintain and keep its properties in states of good
repair and condition as at present, except for
depreciation due to ordinary wear and tear and damage
due to casualty;
(ii) maintain in full force and effect insurance comparable
in amount and in scope of coverage to that now
maintained by it;
(iii) perform in all material respects all of its obligations
under material contracts, leases and instruments
relating to or affecting its assets, properties and
business;
(b) From and after the date of this Agreement until the Closing
Date, Fit For Business International, Inc. will not, without the
prior consent of Footfridge:
(i) except as otherwise specifically set forth herein, make
any change in its articles of incorporation or bylaws;
(ii) declare or pay any dividend on its outstanding Common
Shares, except as may otherwise be required by law, or
effect any stock split or otherwise change its
capitalization, except as provided herein;
(iii) enter into or amend any employment, severance or
agreements or arrangements with any directors or
officers;
(iv) grant, confer or award any options, warrants, conversion
rights or other rights not existing on the date hereof
to acquire any Common Shares; or
(v) purchase or redeem any Common Shares.
Section 4.6 Indemnification.
(a) Fit For Business International, Inc. hereby agrees to indemnify
Footfridge, each of the officers, agents and directors and
current shareholders of Footfridge as of the Closing Date
against any (ass, liability, claim, damage or expense
(including, but not limited to, any and all expense whatsoever
reasonably incurred in investigating, preparing or defending
against any litigation, commenced or threatened or any claim
whatsoever), to which it or they may become subject to or rising
out of or based 011 any inaccuracy appearing in or
misrepresentation made in this Agreement. The indemnification
provided for in this paragraph shall survive the Closing and
consummation of the transactions contemplated hereby and
termination of this Agreement; and
(b) Footfridge hereby agrees to indemnify Fit For Business,
International, Inc., each of the officers, agents, directors and
current shareholders of Fit For Business International, Inc. as
of the Closing Date against any loss, liability, claim, damage
or expense (including, but not limited to, any and all expense
whatsoever reasonably incurred in investigating, preparing or
defending against all)' litigation, commenced or threatened or
any claim whatsoever), to which it or they may become subject
arising out of or based on any inaccuracy appearing in or
misrepresentation made in this Agreement. The
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indemnification provided for in this paragraph shall survive the
Closing and consummation of the transactions contemplated hereby
and termination of this Agreement.
ARTICLE V
CONDITIONS PRECEDENT TO OBLIGATIONS OF FIT FOR BUSINESS INTERNATIONAL, INC.
The obligations of Fit For Business International, Inc. under this
Agreement are subject to the satisfaction, at or before the Closing Date, or the
following conditions:
Section 5.1 Accuracy of Representations. The representations and
warranties made by Footfridge in this Agreement were true when made and shall be
true at the Closing Date with the same force and effect as if such
representations and warranties were made at the Closing Date (except for changes
therein permitted by this Agreement), and Footfridge shall have performed or
compiled with all covenants and conditions required by this Agreement to be
performed or complied with by Footfridge prior to or at the Closing. Fit For
Business International, Inc. shall be furnished with a certificate, signed by a
duly authorized officer of Footfridge and dated the Closing Date, to the
foregoing effect.
Section 5.2 Director Approval. The Board of Directors of Footfridge
shall have approved this Agreement and the transactions contemplated herein.
Section 5.3 Officer's Certificate. Fit for Business International, Inc.
shall have been furnished with a certificate dated the Closing Date and signed
by a duly authorized officer of Footfridge to the effect that: (a) the
representations and warranties of Footfridge set forth in the Agreement and in
all Exhibits, Schedules and other documents furnished in connection herewith are
in all material respects true and correct as if made on the Effective Date; (b)
Footfridge has performed all covenants, satisfied all conditions, and complied
with all other terms and provisions of this Agreement to be performed, satisfied
or complied with by it as of the Effective Date; (c) since such date and other
than as previously disclosed to Fit For Business International, Inc., Footfridge
has not entered into any material transaction other than transactions which are
usual and in the ordinary course if its business; and (d) no litigation,
proceeding, investigation or inquiry is pending Of, to the best knowledge of
Footfridge, threatened, which might result in an action to enjoin or prevent the
consummation of the transactions contemplated by this Agreement or, to the
extent not disclosed in the Footfridge Schedules, by or against Footfridge which
might result in any material adverse change in any of the assets, properties,
business or operations of Footfridge.
Section 5.4 No Material Adverse Change. Prior to the Closing Date, there
shall not have occurred any material adverse change in the financial condition,
business or operations of nor shall any event have occurred which, with the
lapse of time or the giving of notice, may cause or create any material adverse
change in the financial condition, business or operations of Footfridge.
Section 5.6 Audited Financial Statements. Footfridge shall have
completed its required audited financial statements for the period required
under SEC rules and regulations.
Section 5.5 Other Items. Fit for Business International, Inc. shall have
received such further documents, certificates or instruments relating to the
transactions contemplated hereby as Fit for Business International, Inc. may
reasonably request.
ARTICLE VI
CONDITIONS PRECEDENT TO OBLIGATIONS OF FOOTFRIDGE
11
The obligations of Footfridge under this Agreement arc subject to the
satisfaction, at or before the Closing date (unless otherwise indicated herein),
of the following conditions:
Section 6.1 Accuracy of Representations. The representations and
warranties made by Fit For Business International, Inc. in this Agreement were
true when made and shall be true as of the Closing Date (except for changes
therein permitted by this Agreement) with the same force and effect as if such
representations and warranties were made at and as of the Closing Date, and Fit
For Business International. Inc. shall have performed and complied with all
covenants and conditions required by this Agreement to be performed or complied
with by Fit For Business International, Inc. prior to or at the Closing.
Footfridge shall have been furnished with a certificate, signed by a duly
authorized executive officer of Fit For Business International, Inc. and dated
the Closing Date, to the foregoing effect.
Section 6.2 Director Approval. The Board of Directors of Fit For
Business International, Inc, shall have approved this Agreement and the
transactions contemplated herein.
Section 6.3 Officer's Certificate. Footfridge shall be furnished with a
certificate dated the Closing date and signed by a duly authorized officer of
Fit For Business International, Inc. to the effect that: (a) the representations
and warranties of Fit For Business International, Inc. set forth in the
Agreement and in all Exhibits, Schedules and other documents furnished in
connection herewith are in all material respects the and correct as if made 011
the Effective Xxxx; and (b) Fit For Business International, Inc, had performed
all covenants, satisfied all conditions, and complied with all other terms and
provisions of the Agreement to be performed, satisfied or complied with by it as
of the Effective Date.
Section 6.4 No Material Adverse Change. Prior to the Closing Date, there
shall not have occurred any material adverse change in the financial condition,
business or operations of nor shall any event have occurred which, with the
lapse of time or the giving of notice, may cause or create any material adverse
change in the financial condition, business or operations of Fit For Business
International, Inc.
ARTICLE VII
MISCELLANEOUS
Section 7.1 Brokers and Finders. Each party hereto hereby represents and
warrants that it is under no obligation, express or implied, to pay certain
finders in connection with the bringing of the parties together in the
negotiation, execution, or consummation of this Agreement. The parties each
agree to indemnify the other against any claim by any third person for any
commission, brokerage or tinder's fee or other payment with respect to this
Agreement or the transactions contemplated hereby based on any alleged agreement
or understanding between the indemnifying party and such third person, whether
express or implied from the actions of the indemnifying party.
Section 7.2 Law, Forum and Jurisdiction. This Agreement shall be
construed and interpreted in accordance with the laws of the Slate or New York,
United States of America. Any and all actions regarding this Agreement shall
take place in courts located in Xxx Xxxx Xxxxxx, Xxx Xxxx, Xxxxxx Xxxxxx of
America.
Section 7.3 Notices. Any notices or other communications required or
permitted hereunder shall be sufficiently given if personally delivered to it or
sent by registered mail or certified mail, postage prepaid, or by prepaid
telegram addressed as follows:
If to Fit For Business International, Inc.: 00/00 Xxxxxxxxx Xx.
Xxxxxx, X 0000 Xxxxxxxxx
Attn: Xxxx X. Xxxxxxx, CEO and President
12
If to Footfridge: 0 Xxxxxxxx Xxxxx
Xxxx xx Xxxxx, Xxxxxxxxxx 0000
or such other addresses <:IS shall be furnished in writing by any party in the
manner for giving notices hereunder, and any such notice or communication shall
be deemed to have been given as of the date so delivered, mailed or telegraphed.
Section 7.4 Attorneys' Fees. In the event that any party institutes any
action or suit to enforce this Agreement or to secure relief from any default
hereunder or breach hereof, the breaching party or parties shall reimburse the
non-breaching party or parties for all costs, including reasonable attorneys'
fees, incurred in connection therewith and in enforcing or collecting any
judgment rendered therein.
Section 7.5 Confidentiality. Each party hereto agrees with the other
party that, unless and until the transactions contemplated by this Agreement
have been consummated, they and their representatives will hold in strict
confidence a11 data and information obtained with respect to another party or
any subsidiary thereof from any representative, officer, director or employee,
or from any books or records or from personal inspection, of such other party,
and shall not use such data or information or disclose the same to others,
except: (i) to the extent such data is a matter of public knowledge or is
required by law to be published; and (ii) to the extent that such data or
information must be used or disclosed in order to consummate the transactions
contemplated by this Agreement.
Section 7.6 Schedules; Knowledge. Each party is presumed to have full
knowledge of all information set forth in the other party's schedules delivered
pursuant to this Agreement.
Section 7.7 Third Party Beneficiaries. This contract is solely between
Fit For Business International, Inc. and Footfridge and except as specifically
provided, no director, officer, stockholder, employee, agent, independent
contractor or any other person or entity shall be deemed to be a third party
beneficiary of this Agreement.
Section 7.8 Entire Agreement. This Agreement represents the entire
agreement between the parties relating to the subject matter hereof. This
Agreement alone fully and completely expresses the agreement of the parties
relating to the subject matter hereof. There are no other courses of dealing,
understanding, agreements, representations or warranties, written or oral,
except as set forth herein. This Agreement may not be amended or modified,
except by a written agreement signed by all parties hereto.
Section 7.9 Survival; Termination. The representations, warranties and
covenants of the respective parties shall survive the Closing Date and the
consummation of the transactions herein contemplated for 18 months.
Section 7.10 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which taken
together shall be but a single instrument.
Section 7.11 Amendment or Waiver. Every right and remedy provided herein
shall be cumulative with every other right and remedy, whether conferred herein,
at law, or in equity, and may be enforced concurrently herewith, and no waiver
by any party of the performance of any obligation by the other shall be
construed as a waiver of the same or any other default then, theretofore, or
thereafter occurring or existing. At any time prior to the Closing Date, this
Agreement may be amended by a written consent by all parties hereto, with
respect to any of the terms contained herein, and any term or condition of this
Agreement may be waived or the
13
time for performance hereof may be extended by a written consent by the party or
parties for whose benefit the provision is intended.
Section 7.12 Expenses. Each party herein shall bear all of their
respective cost s and expenses incurred in connection with the negotiation of
this Agreement and in the consummation of the transactions provided for herein
and the preparation thereof.
Section 7.13 Headings; Context. The headings of the sections and
paragraphs contained in this Agreement are for convenience of reference only and
do not form a part hereof and in no way modify, interpret or construe the
meaning of this Agreement.
Section 7.14 Benefit. This Agreement shall be binding upon and shall
inure only to the benefit of the parties hereto, and their permitted assigns
hereunder. This Agreement shall not be assigned by any party without the prior
written consent of the other party.
Section 7.15 Public Announcements. Except as may be required by law,
neither party shall make any public announcement or filing with respect to the
transactions provided for herein without the prior consent of the other party
hereto.
Section 7.16 Severability. In the event that any particular provision or
provisions of this Agreement or tile other Agreements contained herein shall for
any reason hereafter be determined to be unenforceable, or in violation of any
law, governmental order or regulation, such unenforceability or violation shall
not affect the remaining provisions of such agreements, which shall continue in
full force and effect and be binding upon the respective parties hereto.
Section 7.17 Failure of Conditions; Termination. In the event of any of
the conditions specified in this Agreement shall not be fulfilled on or before
the Closing Date, either of the parties have the right either to proceed or,
upon prompt written notice to the other, to terminate and rescind this
Agreement. In such event, the party that has failed to fulfill the conditions
specified in this Agreement will liable for the other parties legal fees. The
election to proceed shall not affect the right of such electing party reasonably
to require the other party to continue to use its efforts to fulfill the unmet
conditions.
Section 7.18 No Strict Construction. The language of this Agreement
shall be construed as a whole, according to its fair meaning and intendment, and
not strictly for or against either party hereto, regardless of who drafted or
was principally responsible for drafting the Agreement or terms or conditions
hereof.
Section 7.19 Execution Knowing and Voluntary. In executing this
Agreement, the parties severalty acknowledge and represent that each: (<1) has
fully and carefully read and considered this Agreement; (b) has been or has had
the opportunity to be fully apprized by its attorneys of the legal effect and
meaning of this document and all terms and conditions hereof; (c) is executing
this Agreement voluntarily, free from any influence, coercion or duress of any
kind.
Section 7.20 Amendment. At any time after the Closing Date, this
Agreement may be amended by a writing signed by both parties, with respect to
any of the terms contained herein, and any term or condition of this Agreement
may be waived or the time for performance hereof may be extended by a writing
signed by the party or parties for whose benefit the provision is intended.
Section 7.21 Right to Legal Counsel/Waiver of Legal Counsel. Footfridge
hereby acknowledges that
14
Fit For Business International, Inc. is being represented by Xxxxxx & Jaclin,
LLP in this transaction. Footfridge hereby acknowledges that it has the right to
its own legal counsel. Notwithstanding the above, Footfridge hereby waives such
right and has decided to forego legal counsel representation.
15
IN WITNESS WHEREOF, the corporate parties hereto have caused this
Agreement to be executed by their respective officers, hereunto duly authorized,
and entered into as of the date first above written.
ATTEST: FIT FOR BUSINESS INTERNATIONAL, INC.
_______________________________________ BY: _______________________________________
XXXX X. XXXXXXX
Chief Executive Officer and President
SIGNED SEALED AND DELIVERED by
FOOT FRIDGE PTY LTD ABN 077497
468 in accordance with section 127 of the
Corporations Xxx 0000 (Cth of Australia)
in the presence of:
Signature of director (Print Name) Signature of director/secretary (Print Name)
Signature of Witness (Print Name and Signature of Witness (Print Name and address)
address)
SIGNED SEALED AND DELIVERED by
Xxxxx X'Xxxxx (including the rights to the Patent listed on Schedule 2.6)
Signature of Xxxxx X'Xxxxx
Signature of Witness (Print Name and address)
16
Schedule 2.6
Title and Related Matters
17
(WO/2000/053042) HEAT REFELCTION FOOTWEAR DEVICE Page 1 of 1
WORLD Schedule 2.6
INTELLECTUAL IP SERVICES Title and Related Matters
PROPERTY
ORGANIZATION
________________________________________________________________________________
(WO/2000/053042) HEAT REFLECTION FOOTWEAR DEVICE
Biblio. Data
Latest bibliographic data on file with the International Bureau
_______________________________________________________________________________________________________________
Publication Number: WO/2000/053042 International Application No.: PCT/AU2000/000156
Publication Date: 14.09.2000 International Filing Date: 06.03.2000
Chapter 2 Demand Filed: 25.09.2000
Int. Class.: A43B 13/10 (2006.01), A43B 17/00 (2006.01), A43B 17/04 (2006.01)
Applicants: FOOTFRIDGE PTY LTD [AU/AU]; 00/00 Xxxxx Xxxxxx Xxxxxxx Xxxxxx, XXX 0000 (XX) (All Except US).
O'XXXXX, Xxxxx [AU/AU]; 00 Xxxxxx Xxxxx Xxxxxxx Xxxxxx, XXX 0000 (AU) (US Only).
Inventor: O'XXXXX, Xxxxx [AU/AU]; 00 Xxxxxx Xxxxx Xxxxxxx Xxxxxx, XXX 0000 (XX).
Agent: INTELLPRO; Xxxxx 0, Xxxxxxx Xxxx Xxxxxxxx 000 Xxxxxxxx Xxxxxx G.P.O. Box 1339 Xxxxxxxx,
Xxxxxxxxxx 0000 (XX).
Priority Data: PP 9055 05.03.1999 AU
Title: HEAT REFLECTION FOOTWEAR DEVICE
Abstract: A heat reflection device (10) is provided for footwear. The
device (10) comprises a first layer of fluid-impervious
material (12), a second layer of fluid-impervious material
(14) and a sac (22) arranged between the first and second
layers (12, 14). The sac (22) contains a heat reflective
material therein. In use the device (10) is positioned in [GRAPHIC OMITTED]
relation to the sole of the footwear so that at least some
heat conducted or converted through the sole is reflected
away from a foot of a wearer of the footwear. The heat
reflective material may be a mixture having a quantity of
heat reflective powder or particulate, a quantity of
thichening agent and a quantity of fluid. The heat
reflective powder or particulate may be one or a combination
of two or more materials selected from titanium dioxide,
zirconium and zinc oxide. Preferably the powder or
particulate are between 10 to 50 % of the mixture. The
thickening agent may be one or a combination of two or more
selected from bentonite, attapulite and celluloses. The
layers are generally foot shaped and are sealingly joined
around the edges thereof by adhesive, fusion, welding or any
other known technique.
Designated AE, AL, AM, AT, AU, AZ, BA, BB, BG, BR, BY, CA, CH, CN, CR, CU, CZ, DE, DK, DM, EE, ES, FI,
States: XX, XX, XX, XX, XX, HR, HU, ID, IL, IN, IS, JP, KE, KG, KP, KR, KZ, LC, LK, LR, LS, LT, LU,
LV, MA, MD, MG, MK, MN, MW, MX, NO, NZ, PL, PT, RO, RU, SD, SE, SG, SI, SK, SL, TJ, TM, TR,
TT, TZ, UA, UG, US, UZ, VN, YU, ZA, ZW.
African Regional Intellectual Property Org. (ARIPO) (GH, GM, KE, LS, MW, SD, SL, SZ, TZ, UG, ZW)
Eurasian Patent Organization (EAPO) (AM, AZ, BY, KG, KZ, MD, RU, TJ, TM)
European Patent Office (EPO) (AT, BE, CH, CY, DE, DK, ES, FI, FR, GB, GR, IE, IT, LU, MC, NL,
PT, SE)
African Intellectual Property Organization (OAPI) (BF, BJ, CF, CG, CI, CM, GA, GN, GW, ML, MR,
NE, SN, TD, TG).
Publication Language: English (EN)
Filing Language: English (EN)
_______________________________________________________________________________________________________________
Heat reflection footwear device - Patent 6967044 Page 1 of 4
Schedule 2.6
freepatentsonline Title and Related Matters
Title: Heat reflection footwear device
Document
Type and
Number: United States Patent 6967044
Link to this
Page: xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx/0000000.xxxx
Abstract: A heat reflection device for footwear includes a first layer of
fluid-impervious material, a second layer of fluid-impervious
material and a sac arranged between the first and second layers.
The sac contains a heat reflective material therein. In use the
device is positioned in relation to the sole of the footwear so
that at least some heat conducted or converted through the sole
is reflected away from the foot of the wearer of the footwear.
The heat reflective material may be a mixture of heat reflective
powder or particulate, thickening agent and fluid. The heat
reflective powder or particulate may be one or a combination of
two or more materials selected from titanium dioxide, zirconium
and zinc oxide.
Heat reflection footwear device - Patent 6967044 Page 2 of 4
Application
Number: 914783
Filing Date: 03/06/2000
Publication
Date: 11/22/2005
View Patent
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Citation: Click for automatic bibliography generation
Assignee: Footfridge PTY LTD (Queensland, AU)
Primary
Class: 428/35.7
Other
Classes: 428/35.2, 36/29, 36/153
International
Classes: B29D 022/00, B29D 023/00, B32B 001/08
Field of
Search: 428/357, 352 36/28, 29, 00.X, 00.X, 00, 00.X, 00.X, 36.R, 35.B,
153
US Patent
References: 4123855 Nov, 0000 Xxxxxxxx.
4658515 Apr, 1987 Oatman.
4813160 Mar, 1989 Kuznetz.
5584130 Dec, 1996 Xxxxxx.
5704137 Jan, 0000 Xxxx xx xx.
0000000 Dec, 2000 Xxxxx.
Foreign 0 286 601 Dec, 1988 EP.
Patent 2 137 866 Oct, 0000 XX.
References: 7713631-5 Aug, 1982 SE.
Primary
Examiner: Xxxxxxx, Xxxxxxx X.
Attorney,
Agent or
Firm: Young & Xxxxxxxx
Claims:
1. An inner sole device for footwear having a sole, the device comprising a
first layer of fluid-impervious material, a second layer of fluid-impervious
material and a sac arranged between the first and second layers, the sac
containing a heat reflective material therein; the device being arranged for
positioning in the footwear in a position overlying the sole of the footwear so
at least some heat conducted or convected through the sole is reflected away
from a foot of a wearer of the footwear, wherein said heat reflective material
is titanium dioxide.
2. The device according to claim 1 wherein the heat reflective material is in a
mixture having a quantity of heat reflective powder or particulate and a
quantity of thickening agent.
3. The device according to claim 2 wherein the heat reflective powder or
particulate is a combination of said titanium dioxide and one or more materials
selected from the group consisting of zirconium and zinc oxide.
4. The device according to claim 2 wherein the powder or particulate is between
10 to 50% of the mixture.
5. The device according to claim 2 wherein the mixture having a quantity of
fluid so that it is flowable.
6. The device according to claim 2 wherein the thickening agent is between 30 to
90% of the mixture.
7. The device according to claim 2 wherein the thickening agent is one or a
combination of two or more materials selected from the group consisting of
bentonite, attapulite and celluloses.
8. The device according to claim 5 wherein the fluid is added to a quantity so
that the mixture is of a flow quality that allows the device to provide a
therapeutic effect on the foot when the sac is pressed.
9. The device according to claim 1 wherein the device is formed to be generally
in the shape of a foot and the sac extending from about the heel region to about
the toe or ball region of the foot.
10. The device according to claim 9 wherein the first and second layers are
flexible and made of an impervious material.
11. The device according to claim 10 wherein the impervious material is
Polyurethane or another plastic material.
12. The device according to claim 9 wherein the device is reversible so that
either surface of the first and second layers can be used.
13. The device according to claim 9 wherein the layers are sealingly joined
around the edges thereof by adhesive, fusion, welding or any other known
technique.
14. The device according to claim 13 wherein radio frequency (RF) welding is
employed for the joining the edges.
15. The device according to claim 13 wherein the sac is also formed during
joining of the edges and the sac extending to about the ball region of the foot.
16. The device according to claim 15 wherein the device having an additional
joint extending substantially laterally in the ball region.
17. The device according to claim 1 wherein the device is a removable inner sole
for the footwear.
18. The device according to claim 17 wherein the inner sole having spaced
markings for different shoe sizes so that it can be trimmed according to a
marking for a desired size.
Heat reflection footwear device - Patent 6967044 Page 3 of 4
Description:
TECHNICAL FIELD OF THE INVENTION
THIS INVENTION relates to a heat deflection device for footwear and in
particular but not limited to an inner sole having a sac filled with a flowable
slurry containing a heat deflection material for reducing heat transfer from
undersole to foot of a wearer and providing a therapeutic effect.
BACKGROUND OF THE INVENTION
Footwear in general has a sole made of rubber, leather or an synthetic or any
other suitable material. The sole conducts or convects heat into the interior of
the footwear. In warm climate or when it is warm in other regions the heat from
the ground is transferred to the foot of a wearer through the sole. As footwear
is usually shaped to enclose substantially all of the feet and is generally
fairly well insulated against the environment the temperature inside the
footwear quickly builds up to a level which is uncomfortable.
As human feet and hands have a relatively higher number of sweat glands per
square centimeter than other parts of the body the inside of the footwear also
quickly becomes damp due to sweating.
The temperature and dampness inside the footwear promote growth of algae and the
footwear becomes unhygienic and usually also has an unpleasant odour. They also
affect work efficiency. As much of the heat travels upward to the head and
people tend not to concentrate well in this situation.
In recent years many sports such as tennis, hockey and soccer are played on
synthetic surfaces, the surface temperatures of which can be as high as 60 to 70
degrees centigrade. The temperature inside the players' footwear is even higher.
Long distance runners are also affected by high temperatures in footwear. Many
players cannot perform to the level they are capable in this environment.
Injuries through sore feet and blisters are also prominent.
An inner sole worn in footwear has been available for sometime as a source of
comfort to the wearer. It is usually made of an absorbent foam material. But
this inner sole does not reduces the temperature in the footwear and it does not
take long for it to be saturated with sweat and thereafter the wearer continues
to suffer the above discomfort.
More recently footwear with ventilation openings for cooling its interior has
been introduced into the market. These openings however result in weakened zones
and the strength of the footwear is greatly compromised.
OBJECT OF THE INVENTION
An object of the present invention is to alleviate or to reduce to a certain
degree one or more of the present invention.
SUMMARY OF THE INVENTION
In one aspect therefor the present invention resides in a heat reflection device
for footwear, the device including a first layer of fluid-impervious material, a
second layer of fluid-impervious material and a sac arranged between the first
and second layers, the sac containing a heat reflective material therein. In use
the device is positioned in relation to the sole of the footwear so the at least
some heat conducted or convected through the sole is reflected away from a foot
of a wearer of the footwear.
It is preferred that the heat reflective material is a mixture having a quantity
of heat reflective powder or particulate and a quantity of thickening agent. The
mixture may also have a quantity of fluid so that it is flowable.
The heat reflective powder or particulate may be one or a combination of two or
more materials selected from titanium dioxide, zirconium and zinc oxide.
Preferably the powder or particulate are between 10 to 50% of the mixture. More
preferably they are of paint grade particle size.
The thickening agent may be one or a combination of two or more selected from
bentonite, attapulite and celluloses. Preferably the agent is between 30 to 90%
of the mixture. The thickening agent effects in distributing the powder or
particulate more evenly in the sac.
The fluid may be added to a quantity so that the mixture is of a suitable flow
quality. The flow quality allows the device to massage the foot when the sac is
pressed. This has a therapeutic effect on the user.
The device is generally in the shape of a foot. The sac may extend from about
the heel region to about the toe region but typically extends to about the ball
region of the foot.
Desirably the first and second layers are flexible and made of any suitable
impervious material. Polyurethane and other plastic materials are preferred for
the layers of the device. More desirably the device is reversible so that either
surface of the first and second layers can be used.
The layers are generally foot shaped and can be sealingly joined around the
edges by adhesive, fusion, welding or any other known technique. It is preferred
that radio frequency (RF) welding is employed for the joint. Desirably the sac
is also formed during joining of the edges. Where the sac is to extend to about
the ball region an additional joint may extend substantially laterally in the
ball region.
The device may be a sole or a removable inner sole for the footwear.
Advantageously the sole or the inner sole has spaced markings for different shoe
sizes so that it can be trimmed according to a marking for desired size.
In order that the present invention can be more readily understood and be put
into practical effect reference will now be made to the accompanying drawings
which illustrate one preferred embodiment of the invention and wherein:
BRIEF DESCRIPTION OF THE DRAWING
FIG. 1 is a top plan view of an inner sole according to the invention; and
FIG. 2 is a bottom plan view of the inner sole shown in FIG. 1.
DESCRIPTION OF THE PREFERRED EMBODIMENT
Referring to FIGS. 1 and 2 which illustrate an inner sole 10 according to the
invention. As can be seen, the inner sole 10 is substantially foot shaped and
has superimposed together a first layer 12 and a second layer 14 which are
Heat reflection footwear device - Patent 6967044 Page 4 of 4
sealingly joined by RF welding around their edges 16 except for a small part 18
of the edges under the heel region. The purpose of the unsealed part will be
described later. The layers 12 and 14 in this embodiment are made of a 0.05 mm
thickness, clear polyurethane material which is impervious to water.
A further joint 20 across the ball region defines a sac 22.
The sole 10 has shoe size markings 24 forward of the sac 22 so that it can be
trimmed to fit a particular shoe. In this embodiment the markings 24 are also
formed by RF welding resulting in raised ribs 26 between adjacent markings 24.
The raised ribs 26 are provided on the surface of layer 12 only in this
embodiment. But if desired they can be provided on both layers 12 and 14.
The device 10 is reversible as either the surface of layer 12 or the surface of
layer 14 can be arranged to contact a wearer's foot.
In manufacturing a mixture of 30-60% bentonite, 10-30% titanium dioxide and
about 60% water is poured into the sac 22 through the unsealed part 18.
Thereafter part 18 is RF welded so that the sac 22 is fluid tight. The titanium
dioxide used for this mixture is paint grade sized powder.
A comparative laboratory test by measuring the temperatures on the surfaces of a
known foamed rubber inner sole and the sole of the present invention as
described in the above embodiment on a hot plate preheated to 60 degrees
Centigrade reveals the following results:
Temp. at rubber inner Temp. at inner sole of
Temp. of hot plate ((degree)C.) sole surface ((degree)C.) invention ((degree)C.)
60.0 41 34
The above test was carried out when the room temperature was 23(degree) C. and
it clearly shows a substantial ly reduced temperature at the surface of the
device 10.
The inventor has found that by increasing the quantity of titanium dioxide in
the mixture to 46% the device 10 will become 70% reflective as compared to 43%
reflective for the above embodiment.
As the mixture in the sac 22 is flowable the device 10 in use has moving high
and low contact points with the foot. This provides a therapeutic massaging
effect.
Whilst the above has been given by way of illustrative example of the present
invention many variations and modifications thereto will be apparent to those
skilled in the art without departing from the broad ambit and scope of the
invention as herein set forth.
