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Exhibit No. 1
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AGREEMENT
This Agreement made and entered into by and among the following
individuals: Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxx Xxxxxxxxxx, Xxx
Xxxx, Xxxxxxx Xxxxxxx, Xxxx Xxxxxxx, Xxxx Xxxxxx, and Xxxx Xxxxxxxxx
(hereinafter collectively referred to as the "Founding Shareholders") and
Caldera Holding Company., L.C., a Utah limited liability company (hereinafter
"Caldera").
WHEREAS, the Founding Shareholders assisted in the founding or
development of Arkona, L.C., a private company, which was subsequently merged
into a publicly reporting company known as The Thorsden Group Ltd., a Delaware
corporation, and the surviving company has been renamed Sundog Technologies,
Inc., a Delaware corporation (hereinafter referred to as "the Company");
WHEREAS, in connection with their activities in the development and
formation of the company, the Founding Shareholders received a total of fourteen
million (14,000,000) shares of common stock in the Company;
WHEREAS, the Founding Shareholders and the Company desire to enhance
the value of the Company, meet the needs of the Company, and increase the
potential viability, productivity and profitability of the Company through any
lawful and appropriate means, including, but not limited to, the raising of
additional working capital, securing the public trading of the Company's stock
and attracting individuals and parties with expertise to manage or advise the
Company and its operations;
WHEREAS, Caldera has agreed to assist the Founding Shareholders and
Company in meeting the above-described objectives; provided that the Founding
Shareholders are willing to transfer to Caldera the right to dispose of a
portion of the above-referenced shares of the Company's stock, which shares will
be used to meet the objectives of the Company as set forth above;
NOW THEREFORE, the parties, for their mutual benefit and with just and
valid consideration, which consideration is hereby acknowledged, enter into the
following Agreement:
1. This Agreement supersedes and replaces all prior agreements, written
or oral, among the parties hereto and other parties not included herein with
regard to the above-referenced seven million five hundred and twenty-three
thousand shares of the Company's common stock held by the Founding Shareholders
and any and all such prior agreements are hereby declared null and void.
2. Pursuant to this Agreement, the Founding Shareholders shall deliver
to Caldera, on or before the execution of this Agreement, stock certificates,
with accompanying Medallion Guaranteed stock powers, representing seven million
five hundred and twenty-three thousand (7,523,000) shares of the Company's
common stock (hereinafter "Option Stock"), which Caldera shall hold pending the
exercise of options for the Option Stock as described below.
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3. In accordance with the terms of this Agreement, the Founding
Shareholders grant and transfer to Caldera the exclusive right, power and
authority to grant derivative options (hereinafter "Derivative Options") to
unspecified individuals, entities or parties (hereinafter "Receiving Parties")
to acquire any or all of the Option Stock at an exercise price of fifteen cents
($0.15) per share. Each Derivative Option must be exercised by the Receiving
Party within one hundred and eighty (180) days of the granting of such option
and if not exercised timely, the Derivative Option will expire and be canceled,
and the associated Options Shares will continue to be held and may be reissued
by Caldera. The monies paid by the Receiving Parties in the exercise of the
Derivative Options will ultimately be paid to the Founding Shareholders as
specified below.
4. Such Derivative Options will be granted by Caldera to Receiving
Parties whom Caldera determines, after consultation with the Company, its
officers and directors, may assist the Company in meeting the objectives set
forth above, which are enhance the value of the Company, meet the needs of the
Company, and increase the potential viability, productivity and profitability of
the Company through any lawful and appropriate means, including, but not limited
to, the raising of additional working capital, securing the public trading of
the Company's stock and attracting individuals and parties with expertise to
manage, advise or otherwise participate with the Company and its operations.
5. In determining what amount, to whom and when Derivative Options may
be granted, Caldera has exclusive authority to make such determinations and acts
independent of the Company, the Founding Shareholders and any other party.
Caldera may issue Derivative Options to any party so long as such Derivative
Options are not issued in bad faith or with total disregard to the objectives
set forth in Paragraph 4 above. Caldera shall notify the Company and Founding
Shareholders of any grants of Derivative Options by sending written notice to
the Company and Founding Shareholders within thirty (30) days of the issuance of
each Derivative Option. However, Caldera is under no obligation to disclose the
basis, reasons, rationale or purpose for issuing a Derivative Option to any
particular Receiving Party.
6. When, in accordance with the Derivative Option granted, any
Receiving Party exercises its Derivative Options at the exercise price of $0.15
per share, that Receiving Party shall exercise such option by delivering to the
Caldera the Derivative Option or Options being exercised and monies representing
the associated exercise price.
7. Upon delivery by the Receiving Party to Caldera of both exercised
Derivative Option and the associated exercise price, Caldera will caused to be
transferred into the name of the Receiving Party exercising the option, or
whatever name is designated by the Receiving Party, the Option Stock associated
with such exercised option.
8. The monies paid by the Receiving Party in the exercise of their
Derivative Option will be held by Caldera in an interest-bearing trust account.
On the tenth (10th) day of each month, Caldera shall mail to each Founding
Shareholder at the address designated below his pro-rata share of the total
exercise monies received by Caldera during the previous month.
9. By holding and distributing the Derivative Options and Option Stock,
Caldera makes no representation nor warranty as to the value of such Derivative
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Options or Option Stock. While holding the Option Stock, Caldera does not take
or assume ownership of the Option Stock. Caldera is not acting in the capacity
of a broker/dealer, issuer or underwriter.
10. Caldera shall not be bound in any way by any act or direction of
the parties hereto and, while operating in cooperation with the Company and the
Founding Shareholders to accomplish the objectives set forth above, Caldera is
independent from and not controlled by the Company or any party.
11. Caldera may rely upon any paper or other instrument received by it
in connection with its duties under this Agreement and which is believed to be
genuine; shall be under no duty to independently ascertain the validity or
legitimacy of such papers, nor conduct any associated due diligence with respect
to the same; and shall be subject to no liability with respect to the form,
execution or validity thereof.
12. During the period the Option Stock remains in the possession of
Caldera and prior to the time, if any, that a Derivative Option is exercised for
the purchase of the Option Stock, in whole or in part, Caldera will exercise the
right to vote such shares. However, the respective Founding Shareholders, as
owners of the shares, will receive any distributions and dividends made with
respect to such shares by the Company until such time as the shares of Option
Stock are sold upon the exercise of Derivative Options granted under this
Agreement. Except as provided in this Agreement, ownership of the Option Stock
will not transfer from the depositing Founding Shareholder until the stock is
sold upon exercise of an associated Derivative Option.
13. No transfer or assignment of any right to exercise a Derivative
Option will be made and no Derivative Options will be granted except pursuant to
applicable exemptions from the registration requirements of the Securities Act
of 1933, as amended, and similar provisions of any state securities laws. In
this regard, Caldera agree to observe such laws and the rules and regulations
promulgated thereunder and no action will be taken which would result in the
Founding Shareholders being deemed to be an underwriter for purposes of the
Securities Act or other applicable Federal or state securities laws.
14. The Parties acknowledge that the Company is subject to the
reporting and other requirements of the Securities Exchange Act of 1934, as
amended and that the Company will be required to report the existence and
contents of this Agreement as part of its filings under the Exchange Act. The
Parties agree to cooperate to provide all information reasonably required by
counsel to the Company to facilitate the full and fair reporting of this
transaction as required by the law.
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15. Unless extended by mutual agreement of the parties hereto, this
Agreement will terminate three (3) years from its effective date. Upon such
termination, Caldera will promptly return and deliver to the Founding
Shareholders their proportionate share of the Option Stock and any cash then in
the possession of Caldera. Any outstanding Derivative Options which have not
been exercised at the time of this termination will continue to be effective and
valid until they are exercised or expire and are canceled, whichever occurs
first. Upon exercise of such outstanding Derivative Options or upon their
expiration, Caldera will distribute such proceeds or shares as outlined above.
16. Upon distribution of all of the Option Stock and exercise of the
respective Derivative Options or upon termination of this Agreement as described
in Paragraph 15, this Agreement shall be deemed to be terminated, and Caldera
shall be deemed to be released and discharged from any further responsibility or
liability in connection therewith. At termination, any undistributed or
unexercised Option Stock shall be returned to the Founding Shareholders on a
proportional basis and all outstanding stock powers will be canceled.
17. This Agreement shall not be altered, amended, changed, waived,
terminated, or modified in any respect unless the same shall be in writing and
signed by or on behalf of all the parties hereto, except for any party which no
longer has any interest in the Option Stock.
18. This Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the parties hereto.
19. This Agreement shall be governed by the laws of the State of Utah
and the state or federal courts within Salt Lake County, State of Utah shall
have exclusive venue and jurisdiction over any disputes arising from or
regarding this Agreement. If any party is required to take legal action
regarding a dispute arising from or regarding this Agreement, the prevailing
parties to such action will be entitled to their reasonable attorneys' fees and
costs incurred therein.
20. This Agreement may be executed by the parties hereto in such
counterparts, telefax copies or other form as is necessary to expedite execution
of this Agreement and all originals shall be forwarded to Caldera.
21. The effective date of this Agreement will be the last date on
which any of the parties hereto has executed this Agreement.
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In Witness Hereof, the parties have caused this Agreement to be signed
on the dates set forth below.
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XXXXX XXXXXX
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XXXXX XXXXX
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XXXXXXX XXXXXX
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XXXX XXXXXXXXXX
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XXX XXXX
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XXXXXXX XXXXXXX
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XXXX XXXXXXX
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XXXX XXXXXXXXX
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XXXX XXXXXX
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CALDERA HOLDING CO., L.C.
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XXXXXXX X. XXXXXXXX, Manager
Address:
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