SHARE EXCHANGE
AGREEMENT
This SHARE EXCHANGE AGREEMENT
(this “Agreement”), dated as of December 14, 2012, is by and among ALLIED TECHNOLOGIES GROUP, INC., a Nevada
corporation (the “Parent”), IHAR YARAVENKA, the principal shareholder of the Parent (the “Principal
Shareholder”), TRIORESOURCES AG INC., an Ontario corporation (the “Company”), and the shareholders
of the Company (each a “Shareholder” and collectively the “Shareholders”). Each of the parties
to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
BACKGROUND
Whereas,
the Company has 2,130,000 shares of common stock (the “Company Shares”) outstanding, all of which are held by
the Shareholders.
Whereas,
the Principal Shareholder owns 1,500,000 shares of common stock, par value $0.001 per share of the Parent (the “PS Shares”),
constituting approximately 57.9% of the issued and outstanding shares of common stock of the Parent (the “Parent Shares”).
Whereas,
in exchange for (A) the Parent receiving all of the Company Shares held by the Shareholders and the Principal Shareholder receiving
$250,000 cash from the Company, (B) the Parent has agreed to issue 2,130,000 Parent Shares (the “Exchange Shares”)
to the Company, and the Principal Shareholder has agreed to surrender and cancel the PS Shares.
Whereas,
the exchange of Company Shares for Parent Shares is intended to constitute a reorganization within the meaning of Section 351 of
the Internal Revenue Code of 1986, as amended (the “Code”), or such other tax free reorganization or restructuring
provisions as may be available under the Code.
Whereas,
the Board of Directors of each of the Parent and the Company has determined that it is desirable to effect this plan of reorganization
and share exchange.
AGREEMENT
Now,
Therefore, in consideration of the premises and of the covenants, representations, warranties and agreements herein
contained, the Parties intending to be legally bound hereby agree as follows:
ARTICLE
I
Exchange of Shares and Other Transactions
SECTION 1.01. Exchange
by the Shareholders. Upon the execution of this Agreement, the Parties agree to effect the following transactions as soon as
practicable (the “Transactions”):
(a) The Company shall
transfer $250,000 cash, in United States currency (the “Purchase Price”), to Xxxxxx & Xxxxxx, LLP (the “Escrow
Agent”).
(b) The Parent shall
issue and deliver to the Escrow Agent, certificates for the Exchange Shares to be released and delivered to Company by the Escrow
Agent, subject to the terms of this Agreement.
(c) The Principal
Shareholder shall deliver to the Parent, certificates for the PS Shares duly endorsed for transfer or with executed stock powers
medallion guaranteed attached to be released, surrendered, and delivered, and the PS Shares shall be cancelled by the Parent immediately
upon closing this transaction.
SECTION 1.02. Closing.
The closing (the “Closing”) shall take place at the offices of the Escrow Agent in Manalapan, New Jersey, immediately
upon the completion of the Transactions. At the Closing, the Escrow Agent shall disburse as soon as practicable: (a) the Purchase
Price as directed by the Parent, and (b) the Exchange Shares to the Shareholders. If the Transactions are not completed as set
forth in this Agreement, the Escrow Agent shall return the items delivered to it by the respective Parties.
ARTICLE
II
Representations and Warranties of the Shareholders
Each Shareholder hereby
jointly and severally represents and warrants to the Parent and the Principal Shareholder, as follows:
SECTION 2.01. Good
Title. The Shareholder is the record and beneficial owner, and has good and marketable title to its Company Shares (as set
forth on Exhibit A), with the right and authority to sell and deliver such Company Shares to Parent as provided herein. Upon registering
of the Parent as the new owner of such Company Shares in the share register of the Company, the Parent will receive good title
to such Company Shares, free and clear of all liens, security interests, pledges, equities and claims of any kind, voting trusts,
shareholder agreements and other encumbrances (collectively, “Liens”).
SECTION 2.02. Power
and Authority. All acts required to be taken by the Shareholder to enter into this Agreement and to carry out the Transactions
have been properly taken. This Agreement constitutes a legal, valid and binding obligation of the Shareholder, enforceable against
such Shareholder in accordance with the terms hereof.
SECTION 2.03. No
Conflicts. The execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder of his obligations
hereunder in accordance with the terms hereof: (i) will not require the consent of any third party or any federal, state, local
or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority
or instrumentality, domestic or foreign (“Governmental Entity”) under any statutes, laws, ordinances, rules,
regulations, orders, writs, injunctions, judgments, or decrees (collectively, “Laws”); (ii) will not violate
any Laws applicable to such Shareholder; and (iii) will not violate or breach any contractual obligation to which such Shareholder
is a party.
SECTION 2.04. No
Finder’s Fee. The Shareholder has not created any obligation for any finder’s, investment banker’s or broker’s
fee in connection with the Transactions that the Company or the Parent will be responsible for.
SECTION 2.05. Purchase
Entirely for Own Account. The Parent Stock proposed to be acquired by the Shareholder hereunder will be acquired for investment
for his own account, and not with a view to the resale or distribution of any part thereof, and the Shareholder has no present
intention of selling or otherwise distributing the Parent Stock, except in compliance with applicable securities laws.
SECTION 2.06. Available
Information. The Shareholder has such knowledge and experience in financial and business matters that it is capable of evaluating
the merits and risks of an investment in the Parent.
SECTION 2.07. Non-Registration.
The Shareholder understands that the Parent Stock has not been registered under the Securities Act of 1933, as amended (the “Securities
Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption
from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment
intent and the accuracy of the Shareholder’s representations as expressed herein. The non-registration shall have no prejudice
with respect to any rights, interests, benefits and entitlements attached to the Parent Stock in accordance with the Parent charter
documents or the laws of its jurisdiction of incorporation.
SECTION 2.08. Restricted
Securities. The Shareholder understands that the Parent Stock is characterized as “restricted securities” under
the Securities Act inasmuch as this Agreement contemplates that, if acquired by the Shareholder pursuant hereto, the Parent Stock
would be acquired in a transaction not involving a public offering. The Shareholder further acknowledges that if the Parent Stock
is issued to the Shareholder in accordance with the provisions of this Agreement, such Parent Stock may not be resold without registration
under the Securities Act or the existence of an exemption therefrom. The Shareholder represents that it is familiar with Rule 144
promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the
Securities Act.
SECTION 2.09. Legends.
It is understood that the Parent Stock will bear the following legend or another legend that is similar to the following:
THESE SECURITIES HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL
BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED
BY SUCH SECURITIES.
and any legend required by the “blue
sky” laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.
ARTICLE
III
Representations and Warranties of the Company
The Company represents
and warrants to the Parent and the Principal Stockholder that, except as set forth in the Company Disclosure Schedule attached
hereto (the “Company Disclosure Schedule”), regardless of whether or not the Company Disclosure Schedule is referenced
below with respect to any particular representation or warranty:
SECTION 3.01. Organization,
Standing and Power. The Company is duly incorporated or organized, validly existing and in good standing under the laws of
the Province of Ontario and has the corporate power and authority and possesses all governmental franchises, licenses, permits,
authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its
businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which,
individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company,
a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the
Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company is duly qualified
to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification
necessary, except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The
Company has delivered to the Parent true and complete copies of the articles of incorporation and bylaws of the Company, each as
amended to the date of this Agreement (as so amended, the “Company Charter Documents”).
SECTION 3.02. Capital
Structure. The authorized share capital of the Company consists of an unlimited number of Company Shares, of which 2,130,000
Company Shares are issued and outstanding, and 25,000,000 Class A Preference Shares, of which none are issued and outstanding.
No shares or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding Company Shares
are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option,
call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable
corporate laws of its jurisdiction of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04)
to which the Company is a party or otherwise bound. Other than the Convertible Notes, there are no bonds, debentures, notes or
other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right
to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). Except as set forth
herein including the Convertible Notes and the Xxxxxx Agreement, as of the date of this Agreement, there are no options, warrants,
rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance
units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company
is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other
equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock or other equity
interest in, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such
option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right
to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the
shares or capital stock of the Company.
For purposes
of this Agreement:
“Convertible
Notes” includes (i) the convertible notes dated September 30, 2012 by TrioResources AG Inc. with three separate investors
in the aggregate amount of $621,049; (ii) the convertible notes dated October 31, 2012 by TrioResources AG Inc. with the same 3
investors for an additional CDN $29,500 and US$ 345,081; and (iii) the convertible note draw-down facility in the total amount
of CDN $500,000.
“Xxxxxx Agreement”
shall mean that Consulting Agreement dated May 17, 2012 by and between TrioResources AG Inc and Xxxxxx Investment Corp whereby
Xxxxxx shall provide consulting services to TrioResources AG Inc. in exchange for: (i) cash payment of $20,000 per month; and (ii)
a number of shares of common stock equal to 5% of the total number of shares outstanding after a ‘going public’ transaction.
SECTION 3.03. Authority;
Execution and Delivery; Enforceability. The Company has all requisite corporate power and authority to execute and deliver
this Agreement and to consummate the Transactions. The execution and delivery by the Company of this Agreement and the consummation
by the Company of the Transactions have been duly authorized and approved by the Board of Directors of the Company and no other
corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Transactions. When executed
and delivered, this Agreement will be enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency
and similar laws of general applicability as to which the Company is subject.
SECTION 3.04. No
Conflicts; Consents.
(a) The execution
and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms
hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time,
or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material
benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of
(i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession,
franchise or other instrument (a “Contract”) to which the Company is a party or by which any of their respective
properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment,
order or decree (“Judgment”) or material Law applicable to the Company or its properties or assets, other than,
in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not
reasonably be expected to have a Company Material Adverse Effect.
(b) Except for required
filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state
securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of,
or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with
respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the
Transactions.
SECTION 3.05. Taxes.
(a) The Company has
timely filed, or has caused to be timely filed on its behalf, all Tax Returns required to be filed by it, and all such Tax Returns
are true, complete and accurate, except to the extent any failure to file or any inaccuracies in any filed Tax Returns, individually
or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. All Taxes shown
to be due on such Tax Returns, or otherwise owed, have been timely paid, except to the extent that any failure to pay, individually
or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. There are no unpaid
taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know
of no basis for any such claim.
(b) If applicable,
the Company has established an adequate reserve reflected on its financial statements for all Taxes payable by the Company (in
addition to any reserve for deferred Taxes to reflect timing differences between book and Tax items) for all Taxable periods and
portions thereof through the date of such financial statements. No deficiency with respect to any Taxes has been proposed, asserted
or assessed against the Company, and no requests for waivers of the time to assess any such Taxes are pending, except to the extent
any such deficiency or request for waiver, individually or in the aggregate, has not had and would not reasonably be expected to
have a Company Material Adverse Effect.
(c) For purposes of
this Agreement:
“Taxes”
includes all forms of taxation, whenever created or imposed, and whether of the United States or elsewhere, and whether imposed
by a local, municipal, governmental, state, foreign, federal or other Governmental Entity, or in connection with any agreement
with respect to Taxes, including all interest, penalties and additions imposed with respect to such amounts.
“Tax Return”
means all federal, state, local, provincial and foreign Tax returns, declarations, statements, reports, schedules, forms and information
returns and any amended Tax return relating to Taxes.
SECTION 3.06. Litigation.
There is no action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation
pending or threatened in writing against or affecting the Company, or any of its properties before or by any court, arbitrator,
governmental or administrative agency, regulatory authority (federal, state, county, local or foreign), stock market, stock exchange
or trading facility (“Action”) which (i) adversely affects or challenges the legality, validity or enforceability
of any of this Agreement or the Parent Stock or (ii) could, if there were an unfavorable decision, individually or in the aggregate,
have or reasonably be expected to result in a Company Material Adverse Effect. Neither the Company nor any director or officer
thereof (in his or her capacity as such), is or has been the subject of any Action involving a claim or violation of or liability
under federal or state securities laws or a claim of breach of fiduciary duty.
SECTION 3.07. Compliance
with Applicable Laws. The Company is in compliance with all applicable Laws, including those relating to occupational health
and safety and the environment, except for instances of noncompliance that, individually and in the aggregate, have not had and
would not reasonably be expected to have a Company Material Adverse Effect. This Section 3.08 does not relate to matters with respect
to Taxes, which are the subject of Section 3.05.
SECTION 3.08. Brokers;
Schedule of Fees and Expenses. Except for those brokers as to which the Company and Parent shall be solely responsible, no
broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s
or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company.
SECTION 3.09. Application
of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share
acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover
provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable
to the Shareholders as a result of the Shareholders and the Company fulfilling their obligations or exercising their rights under
this Agreement, including, without limitation, the issuance of the Parent Stock and the Shareholders’ ownership of the Parent
Stock.
SECTION 3.10. Investment
Company. The Company is not, and is not an affiliate of, and immediately following the Closing will not have become, an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.
SECTION 3.11. Disclosure.
The Company confirms that neither it nor any person acting on its behalf has provided the Shareholders or their respective agents
or counsel with any information that the Company believes constitutes material, non-public information, except insofar as the existence
and terms of the proposed transactions hereunder may constitute such information and except for information that will be disclosed
by the Parent under a current report on Form 8-K filed no later than four (4) business days after the Closing. The Company understands
and confirms that the Parent will rely on the foregoing representations and covenants in effecting transactions in securities of
the Parent. All disclosure provided to the Parent regarding the Company, its business and the Transactions, furnished by or on
behalf of the Company (including the Company’s representations and warranties set forth in this Agreement) are true and correct
and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements
made therein, in light of the circumstances under which they were made, not misleading.
SECTION 3.12. Foreign
Corrupt Practices. Neither the Company, nor, to the Company’s knowledge, any director, officer, agent, employee or other
person acting on behalf of the Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate
funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any
direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated
or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe,
rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.
ARTICLE
IV
Representations and Warranties of the Parent
The Parent represents
and warrants as follows to the Shareholders and the Company, that, except as set forth in the reports, schedules, forms, statements
and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Parent
SEC Documents”), or in the Disclosure Schedule attached hereto delivered by the Parent to the Company and the Shareholders
(the “Parent Disclosure Schedule”):
SECTION 4.01. Organization,
Standing and Power. The Parent is duly organized, validly existing and in good standing under the laws of the State of Nevada
and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals
necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted,
other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate,
has not had and would not reasonably be expected to have a material adverse effect on the Parent, a material adverse effect on
the ability of the Parent to perform its obligations under this Agreement or on the ability of the Parent to consummate the Transactions
(a “Parent Material Adverse Effect”). The Parent is duly qualified to do business in each jurisdiction where
the nature of its business or their ownership or leasing of its properties make such qualification necessary and where the failure
to so qualify would reasonably be expected to have a Parent Material Adverse Effect. The Parent has delivered to the Company true
and complete copies of the certificate of incorporation of the Parent, as amended to the date of this Agreement (as so amended,
the “Parent Charter”), and the Bylaws of the Parent, as amended to the date of this Agreement (as so amended,
the “Parent Bylaws”).
SECTION 4.02. Subsidiaries;
Equity Interests. The Parent does not own, directly or indirectly, any capital stock, membership interest, partnership interest,
joint venture interest or other equity interest in any person.
SECTION 4.03. Capital
Structure. The authorized capital stock of the Parent consists of 75,000,000 shares of common stock, par value $0.001 per share,
of which 2,590,000 shares of Parent Stock are issued and outstanding (before giving effect to the Transactions at Closing). No
other shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All outstanding
shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued,
duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option,
call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada
Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There
are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable
for, securities having the right to vote) on any matters on which holders of Parent Stock may vote (“Voting Parent Debt”).
Except in connection with the Transactions, as of the date of this Agreement, there are no options, warrants, rights, convertible
or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments,
Contracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent
to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests
in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent
or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such option, warrant, call, right,
security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit
or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As
of the date of this Agreement, there are no outstanding contractual obligations of the Parent to repurchase, redeem or otherwise
acquire any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any security holder of the
Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security
holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock
transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock as at the Closing.
SECTION 4.04. Authority;
Execution and Delivery; Enforceability. The execution and delivery by the Parent of this Agreement and the consummation by
the Parent of the Transactions have been duly authorized and approved by the Board of Directors of the Parent and no other corporate
proceedings on the part of the Parent are necessary to authorize this Agreement and the Transactions. This Agreement constitutes
a legal, valid and binding obligation of the Parent, enforceable against the Parent in accordance with the terms hereof.
SECTION 4.05. No
Conflicts; Consents.
(a) The execution
and delivery by the Parent of this Agreement, does not, and the consummation of Transactions and compliance with the terms hereof
and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both)
under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit
under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation
of any Lien upon any of the properties or assets of the Parent under, any provision of (i) the Parent Charter or Parent Bylaws,
(ii) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iii) subject
to the filings and other matters referred to in Section 4.05(b), any material Judgment or material Law applicable to the Parent
or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the
aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.
(b) No Consent of,
or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with
respect to the Parent in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions,
other than the (A) filing with the SEC of reports under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and (B) filings under state “blue sky” laws, as each may be required in connection with this Agreement
and the Transactions.
SECTION 4.06. SEC
Documents; Undisclosed Liabilities.
(a) The Parent has
filed all Parent SEC Documents since March 7, 2012 pursuant to Sections 13 and 15 of the Exchange Act, as applicable.
(b) As of its respective
filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules
and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and did not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained
in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents
contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial
statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the
U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by
the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in
the notes thereto) and fairly present the financial position of Parent as of the dates thereof and the results of its operations
and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Except as set
forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent
or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. The Parent Disclosure
Schedule sets forth all financial and contractual obligations and liabilities (including any obligations to issue capital stock
or other securities of the Parent) due after the date hereof. As of the date hereof, all liabilities of the Parent have been paid
off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.
SECTION 4.07. Information
Supplied. None of the information supplied or to be supplied by the Parent for inclusion or incorporation by reference in any
SEC filing or report contains any untrue statement of a material fact or omits to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
SECTION 4.08. Absence
of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from
the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement,
the Parent has conducted its business only in the ordinary course, and during such period there has not been:
(a) any change in
the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents,
except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect;
(b) any damage, destruction
or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect;
(c) any waiver or
compromise by the Parent of a valuable right or of a material debt owed to it;
(d) any satisfaction
or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business
and the satisfaction or discharge of which would not have a Parent Material Adverse Effect;
(e) any material change
to a material Contract by which the Parent or any of its assets is bound or subject;
(f) any material change
in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(g) any resignation
or termination of employment of any officer of the Parent;
(h) any mortgage,
pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets,
except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair
the Parent’s ownership or use of such property or assets;
(i) any loans or guarantees
made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other
than travel advances and other advances made in the ordinary course of its business;
(j) any declaration,
setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect
redemption, purchase, or other acquisition of any of such stock by the Parent;
(k) any alteration
of the Parent’s method of accounting or the identity of its auditors;
(l) any issuance of
equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or
(m) any arrangement
or commitment by the Parent to do any of the things described in this Section 4.08.
SECTION 4.09. Taxes.
(a) The Parent has
timely filed, or has caused to be timely filed on its behalf, all Tax Returns required to be filed by it, and all such Tax Returns
are true, complete and accurate, except to the extent any failure to file, any delinquency in filing or any inaccuracies in any
filed Tax Returns, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material
Adverse Effect. All Taxes shown to be due on such Tax Returns, or otherwise owed, has been timely paid, except to the extent that
any failure to pay, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material
Adverse Effect.
(b) The most recent
financial statements contained in the Parent SEC Documents reflect an adequate reserve for all Taxes payable by the Parent (in
addition to any reserve for deferred Taxes to reflect timing differences between book and Tax items) for all Taxable periods and
portions thereof through the date of such financial statements. No deficiency with respect to any Taxes has been proposed, asserted
or assessed against the Parent, and no requests for waivers of the time to assess any such Taxes are pending, except to the extent
any such deficiency or request for waiver, individually or in the aggregate, has not had and would not reasonably be expected to
have a Parent Material Adverse Effect.
(c) There are no Liens
for Taxes (other than for current Taxes not yet due and payable) on the assets of the Parent. The Parent is not bound by any agreement
with respect to Taxes.
SECTION 4.10. Absence
of Changes in Benefit Plans. From the date of the most recent audited financial statements included in the Parent SEC Documents
to the date of this Agreement, there has not been any adoption or amendment in any material respect by Parent of any collective
bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock
purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or
other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee,
officer or director of Parent (collectively, “Parent Benefit Plans”). As of the date of this Agreement there
are not any employment, consulting, indemnification, severance or termination agreements or arrangements between the Parent and
any current or former employee, officer or director of the Parent, nor does the Parent have any general severance plan or policy.
SECTION 4.11. ERISA
Compliance; Excess Parachute Payments. The Parent does not, and since its inception never has, maintained, or contributed to
any “employee pension benefit plans” (as defined in Section 3(2) of ERISA), “employee welfare benefit plans”
(as defined in Section 3(1) of ERISA) or any other Parent Benefit Plan for the benefit of any current or former employees, consultants,
officers or directors of Parent.
SECTION 4.12. Litigation.
Except as disclosed in the Parent SEC Documents, there is no Action which (i) adversely affects or challenges the legality, validity
or enforceability of any of this Agreement or the Parent Stock or (ii) could, if there were an unfavorable decision, individually
or in the aggregate, have or reasonably be expected to result in a Parent Material Adverse Effect. Neither the Parent nor any director
or officer thereof (in his or her capacity as such), is or has been the subject of any Action involving a claim or violation of
or liability under federal or state securities laws or a claim of breach of fiduciary duty.
SECTION 4.13. Compliance
with Applicable Laws. Except as disclosed in the Parent SEC Documents, the Parent is in compliance with all applicable Laws,
including those relating to occupational health and safety, the environment, export controls, trade sanctions and embargoes, except
for instances of noncompliance that, individually and in the aggregate, have not had and would not reasonably be expected to have
a Parent Material Adverse Effect. Except as set forth in the Parent SEC Documents, the Parent has not received any written communication
during the past two years from a Governmental Entity that alleges that the Parent is not in compliance in any material respect
with any applicable Law. The Parent is in compliance with all effective requirements of the Xxxxxxxx-Xxxxx Act of 2002, as amended,
and the rules and regulations thereunder, that are applicable to it, except where such noncompliance could not have or reasonably
be expected to result in a Parent Material Adverse Effect.
SECTION 4.14. Contracts.
Except as disclosed in the Parent SEC Documents, there are no Contracts that are material to the business, properties, assets,
condition (financial or otherwise), results of operations or prospects of the Parent taken as a whole. The Parent is not in violation
of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such
a violation of or default under) any Contract to which it is a party or by which it or any of its properties or assets is bound,
except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Parent
Material Adverse Effect.
SECTION 4.15. Title
to Properties. The Parent has good title to, or valid leasehold interests in, all of its properties and assets used in the
conduct of its businesses. All such assets and properties, other than assets and properties in which the Parent has leasehold interests,
are free and clear of all Liens except for Liens that, in the aggregate, do not and will not materially interfere with the ability
of the Parent to conduct business as currently conducted. The Parent has complied in all material respects with the terms of all
material leases to which it is a party and under which it is in occupancy, and all such leases are in full force and effect. The
Parent enjoys peaceful and undisturbed possession under all such material leases.
SECTION 4.16. Intellectual
Property. The Parent owns, or is validly licensed or otherwise has the right to use, all Intellectual Property Rights which
are material to the conduct of the business of the Parent taken as a whole. The Parent Disclosure Schedule sets forth a description
of all Intellectual Property Rights which are material to the conduct of the business of the Parent taken as a whole. No claims
are pending or, to the knowledge of the Parent, threatened that the Parent is infringing or otherwise adversely affecting the rights
of any person with regard to any Intellectual Property Right. To the knowledge of the Parent, no person is infringing the rights
of the Parent with respect to any Intellectual Property Right.
SECTION 4.17. Labor
Matters. There are no collective bargaining or other labor union agreements to which the Parent is a party or by which it is
bound. No material labor dispute exists or, to the knowledge of the Parent, is imminent with respect to any of the employees of
the Parent.
SECTION 4.18. Transactions
With Affiliates and Employees. Except as set forth in the Parent SEC Documents, none of the officers or directors of the Parent
and, to the knowledge of the Parent, none of the employees of the Parent is presently a party to any transaction with the Parent
or any subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring
payments to or from any officer, director or such employee or, to the knowledge of the Parent, any entity in which any officer,
director, or any such employee has a substantial interest or is an officer, director, trustee or partner.
SECTION 4.19. Internal
Accounting Controls. The Parent maintains a system of internal accounting controls sufficient to provide reasonable assurance
that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles
and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or
specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences. The Parent has established disclosure controls and procedures
for the Parent and designed such disclosure controls and procedures to ensure that material information relating to the Parent
is made known to the officers by others within those entities. The Parent’s officers have evaluated the effectiveness of
the Parent’s controls and procedures. Since July 30, 2012, there have been no significant changes in the Parent’s internal
controls or, to the Parent’s knowledge, in other factors that could significantly affect the Parent’s internal controls.
SECTION 4.20. Solvency.
Based on the financial condition of the Parent as of the Closing Date (and assuming that the closing shall have occurred but without
giving effect to any funding requirement of the Company or any of the Company’s subsidiaries), (i) the Parent’s fair
saleable value of its assets exceeds the amount that will be required to be paid on or in respect of the Parent’s existing
debts and other liabilities (including known contingent liabilities) as they mature, (ii) the Parent’s assets do not constitute
unreasonably small capital to carry on its business for the current fiscal year as now conducted and as proposed to be conducted
including its capital needs taking into account the particular capital requirements of the business conducted by the Parent, and
projected capital requirements and capital availability thereof, and (iii) the current cash flow of the Parent, together with the
proceeds the Parent would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the
cash, would be sufficient to pay all amounts on or in respect of its debt when such amounts are required to be paid. The Parent
does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts
of cash to be payable on or in respect of its debt).
SECTION 4.21. Application
of Takeover Protections. The Parent has taken all necessary action, if any, in order to render inapplicable any control share
acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover
provision under the Parent’s charter documents or the laws of its state of incorporation that is or could become applicable
to the Shareholders as a result of the Shareholders and the Parent fulfilling their obligations or exercising their rights under
this Agreement, including, without limitation, the issuance of the Parent Stock and the Shareholders’ ownership of the Parent
Stock.
SECTION 4.22. No
Additional Agreements. The Parent does not have any agreement or understanding with the Shareholders with respect to the Transactions
other than as specified in this Agreement.
SECTION 4.23. Investment
Company. The Parent is not, and is not an affiliate of, and immediately following the Closing will not have become, an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.
SECTION 4.24. Disclosure.
The Parent confirms that neither it nor any person acting on its behalf has provided any Shareholder or its respective agents or
counsel with any information that the Parent believes constitutes material, non-public information except insofar as the existence
and terms of the proposed transactions hereunder may constitute such information and except for information that will be disclosed
by the Parent under a current report on Form 8-K filed after the Closing. All disclosure provided to the Shareholders regarding
the Parent, its business and the transactions contemplated hereby, furnished by or on behalf of the Parent (including the Parent’s
representations and warranties set forth in this Agreement) are true and correct and do not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under
which they were made, not misleading.
SECTION 4.25. Certain
Registration Matters. Except as specified in the Parent SEC Documents, the Parent has not granted or agreed to grant to any
person any rights (including “piggy-back” registration rights) to have any securities of the Parent registered with
the SEC or any other governmental authority that have not been satisfied.
SECTION 4.26. Listing
and Maintenance Requirements. The Parent is, and has no reason to believe that it will not in the foreseeable future continue
to be, in compliance with the listing and maintenance requirements for continued listing of the Parent Stock on the trading market
on which the Parent Stock are currently listed or quoted. The issuance and sale of the Parent Stock under this Agreement does not
contravene the rules and regulations of the trading market on which the Parent Stock are currently listed or quoted, and no approval
of the stockholders of the Parent is required for the Parent to issue and deliver to the Shareholders the Parent Stock contemplated
by this Agreement.
SECTION 4.27. No
Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred
or exists, or is contemplated to occur with respect to the Parent, its subsidiaries or their respective businesses, properties,
prospects, operations or financial condition, that would be required to be disclosed by the Parent under applicable securities
laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Parent of its Parent Stock
and which has not been publicly announced.
SECTION 4.28. Foreign
Corrupt Practices. Neither the Parent, nor to the Parent’s knowledge, any director, officer, agent, employee or other
person acting on behalf of the Parent has, in the course of its actions for, or on behalf of, the Parent (i) used any corporate
funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any
direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated
or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe,
rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.
ARTICLE V
Representations and
Warranties of the Principal Shareholder
The Principal Shareholder
hereby represents and warrants to the Company and the Shareholders, as follows:
SECTION 5.01. Good
Title. The Shareholder is the record and beneficial owner, and has good and marketable title to the PS Shares, free and clear
of all liens, security interests, pledges, equities and claims of any kind, voting trusts, shareholder agreements and other encumbrances,
and has the right and authority to transfer and surrender such PS Shares to Parent, and has the authority and ability to have the
PS Shares cancelled by Parent.
SECTION 5.02. Power
and Authority. All acts required to be taken by the Shareholder to enter into this Agreement and to carry out the Transactions
have been properly taken. This Agreement constitutes a legal, valid and binding obligation of the Principal Shareholder, enforceable
against the Principal Shareholder in accordance with the terms hereof.
SECTION 5.03. No
Conflicts. The execution and delivery of this Agreement by the Principal Shareholder and the performance by the Principal Shareholder
of his obligations hereunder in accordance with the terms hereof: (i) will not require the consent of any third party or any Governmental
Entity under any Laws; (ii) will not violate any Laws applicable to the Principal Shareholder; and (iii) will not violate or breach
any contractual obligation to which the Principal Shareholder is a party.
SECTION 5.04. No
Finder’s Fee. The Principal Shareholder has not created any obligation for any finder’s, investment banker’s
or broker’s fee in connection with the Transactions that the Company or the Parent will be responsible for.
SECTION 5.05. Available
Information. The Principal Shareholder has such knowledge and experience in financial and business matters that it is capable
of evaluating the merits and risks of the Transactions.
ARTICLE VI
Deliveries
SECTION 6.01. Deliveries
of the Shareholders. At or prior to the Closing, the Shareholders shall deliver to the Escrow Agent:
(a) this Agreement
which shall constitute a duly executed share transfer power for transfer by the Shareholders of their Company Shares to the Parent
(which Agreement shall constitute a limited power of attorney in the Parent or any officer thereof to effectuate any Share transfers
as may be required under applicable law, including, without limitation, recording such transfer in the share registry maintained
by the Company for such purpose).
SECTION 6.02. Deliveries
of the Parent. At or prior to the Closing, the Parent shall deliver to the Escrow Agent:
(a) a certificate
from the Parent, signed by its Secretary or Assistant Secretary certifying that the attached copies of the Parent Charter, Parent
Bylaws and resolutions of the Board of Directors of the Parent approving this Agreement and the transactions contemplated hereunder,
are all true, complete and correct and remain in full force and effect;
(b) evidence of the
resignations of the Principal Shareholder from all offices held with the Parent and as the director of the Parent;
(c) evidence of the
election of such directors of the Parent as shall have been designated by the Shareholders effective upon the Closing;
(d) evidence of the
election of such officers of the Parent as shall been designated by the Shareholders effective upon the Closing;
(e) such pay-off letters
and releases relating to liabilities as the Company shall require in order to result in the Company having no liabilities at Closing
and such pay-off letters and releases shall be in form and substance satisfactory to the Company;
(f) if requested,
the results of UCC, judgment lien and tax lien searches with respect to the Parent, the results of which indicate no liens on the
assets of the Parent;
(g) evidence
of requisite approval of the board of directors and shareholders of Parent for (1) the change of name of the Parent from Allied
Technologies Group, Inc. to Trio Resources, Inc. (the “Name Change”), (2) an increase in the total authorized shares
of Parent Stock, from 75,000,000 shares of Parent Stock to 400,000,000 shares of Parent Stock (the “Authorized Share Increase”),
and (3) a forward stock split of the issued and outstanding shares of Parent Stock, such that each lot of one (1) issued and outstanding
share of Parent Stock shall be automatically changed and converted into one hundred (100) shares of Parent Stock, payable to all
holders of record of the Parent Stock as of December 27, 2012 (the “Forward Stock Split”); and
(h) a fully executed
Certificate of Amendment to the Parent Charter effecting the Name Change, the Authorized Share Increase, and the Forward Stock
Split; and
(i) certificates representing
the new shares of Parent Stock issued to the Shareholders set forth on Exhibit A.
SECTION 6.03. Deliveries
of the Company. At or prior to the Closing, the Company shall deliver to the Escrow Agent:
(a) $250,000 cash
in U.S. currency; and
(b) a certificate
from the Company, signed by its Secretary or Assistant Secretary certifying that the attached copies of the Company’s Charter
Documents and resolutions of the Board of Directors of the Company approving this Agreement and the Transactions, are all true,
complete and correct and remain in full force and effect.
SECTION 6.04. Deliveries
of the Principal Shareholder. At or prior to the Closing, the Principal Shareholder shall deliver to the Escrow Agent:
(a) Evidence that
the Principal Shareholder had delivered and surrendered the PS Shares to the Parent and that the Parent had cancelled the shares;
and
(b) A letter releasing
the Company, the Parent, and the Shareholders from any and all claims and liability.
ARTICLE
VII
Conditions to Closing
SECTION 7.01. Shareholders
and Company Conditions Precedent. The obligations of the Shareholders and the Company to enter into and complete the Closing
is subject, at the option of the Shareholders and the Company, to the fulfillment on or prior to the Closing Date of the following
conditions.
(a) Representations
and Covenants. The representations and warranties of the Parent and the Principal Shareholder contained in this Agreement shall
be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing
Date. The Parent and Principal Shareholder shall have performed and complied in all material respects with all covenants and agreements
required by this Agreement to be performed or complied with by the Parent on or prior to the Closing Date. The Parent and Principal
Shareholder shall have each delivered to the Shareholder and the Company, a certificate, dated the Closing Date, to the foregoing
effect.
(b) Litigation.
No action, suit or proceeding shall have been instituted before any court or governmental or regulatory body or instituted or threatened
by any governmental or regulatory body to restrain, modify or prevent the carrying out of the Transactions or to seek damages or
a discovery order in connection with such Transactions, or which has or may have, in the reasonable opinion of the Company or the
Shareholders, a materially adverse effect on the assets, properties, business, operations or condition (financial or otherwise)
of the Parent or the Company.
(c) No Material
Adverse Change. There shall not have been any occurrence, event, incident, action, failure to act, or transaction since March
7, 2012 which has had or is reasonably likely to cause a Parent Material Adverse Effect.
(d) Post-Closing
Capitalization. At, and immediately after, the Closing, the authorized capitalization, and the number of issued and outstanding
shares of capital stock of the Parent, on a fully-diluted basis, shall be as described in Section 4.03.
(e) SEC Reports.
The Parent shall have filed all reports and other documents required to be filed by Parent under the U.S. federal securities laws
through the Closing Date.
(f) OTCBB Quotation.
The Parent shall have maintained its status as a Company whose common stock is quoted on the Over-the-Counter Bulletin Board and
no reason shall exist as to why such status shall not continue immediately following the Closing.
(g) Deliveries.
The deliveries specified in Section 6.02 and 6.04 shall have been made by the Parent and the Principal Shareholder, respectively.
(h) No Suspensions
of Trading in Parent Stock; Listing. Trading in the Parent Stock shall not have been suspended by the SEC or any trading market
(except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information
regarding the Parent) at any time since the date of execution of this Agreement, and the Parent Stock shall have been at all times
since such date quoted for trading on a trading market.
(i) Satisfactory
Completion of Due Diligence. The Company and the Shareholders shall have completed their legal, accounting and business due
diligence of the Parent and the results thereof shall be satisfactory to the Company and the Shareholders in their sole and absolute
discretion.
SECTION 7.02. Parent
Conditions Precedent. The obligations of the Parent to enter into and complete the Closing are subject, at the option of the
Parent, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived
by the Parent in writing.
(a) Representations
and Covenants. The representations and warranties of the Shareholders and the Company contained in this Agreement shall be
true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing
Date. The Shareholders and the Company shall have performed and complied in all material respects with all covenants and agreements
required by this Agreement to be performed or complied with by the Shareholders and the Company on or prior to the Closing Date.
The Company shall have delivered to the Parent, if requested, a certificate, dated the Closing Date, to the foregoing effect.
(b) Litigation.
No action, suit or proceeding shall have been instituted before any court or governmental or regulatory body or instituted or threatened
by any governmental or regulatory body to restrain, modify or prevent the carrying out of the Transactions or to seek damages or
a discovery order in connection with such Transactions, or which has or may have, in the reasonable opinion of the Parent, a materially
adverse effect on the assets, properties, business, operations or condition (financial or otherwise) of the Parent.
(c) Deliveries.
The deliveries specified in Section 6.01 and Section 6.03 shall have been made by the Shareholders and the Company, respectively.
(d) Post-Closing
Capitalization. At, and immediately after, the Closing, the authorized capitalization, and the number of issued and outstanding
shares of the Company, on a fully-diluted basis, shall be described in Section 3.02.
(e) Satisfactory
Completion of Due Diligence. The Parent shall have completed its legal, accounting and business due diligence of the Company
and the results thereof shall be satisfactory to the Parent in its sole and absolute discretion.
ARTICLE VIII
Exculpation and Indemnification
of Escrow Agent.
SECTION 8.01. Indemnification
of Escrow Agent. The Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. The
Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause
any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Escrow Agent shall
be under no liability to the other Parties or anyone else, by reason of any failure, on the part of any Party or any maker, guarantor,
endorser or other signatory of a document or any other person, to perform such person’s obligations under any such document.
Except for joint written instructions given to the Escrow Agent by the other Parties relating to the Escrowed Funds, the Escrow
Agent shall not be obligated to recognize any other agreement between or among the Parties, notwithstanding that references hereto
may be made herein and whether or not it has knowledge thereof.
SECTION 8.02. Not
Liable to Other Parties. The Escrow Agent shall not be liable to the other Parties or to anyone else for any action taken or
omitted by it, or any action suffered by it to be taken or omitted, in good faith and acting upon any order, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report, or other paper or document
or any joint written instructions from the Parties (not only as to its due execution and the validity and effectiveness of its
provisions, but also as to the truth and acceptability of any information therein contained), which is believed by the Escrow Agent
to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any of the
terms thereof, unless evidenced by written notice delivered to the Escrow Agent signed by the proper Party or Parties and, if the
duties or rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto.
SECTION 8.03. Not
Responsible for Form. The Escrow Agent shall not be responsible for the sufficiency or accuracy of the form, or of the execution,
validity, value or genuineness of, any document or property received, held or delivered to it hereunder, or of any signature or
endorsement thereon, or for any lack of endorsement thereon, or for any description therein; nor shall the Escrow Agent be responsible
or liable to the other Parties or to anyone else in any respect on account of the identity, authority or rights, of the person
executing or delivering or purporting to execute or deliver any document or property or this Escrow Agreement.
SECTION 8.04. Right
to Assume. The Escrow Agent shall have the right to assume, in the absence of written notice to the contrary from the proper
person or persons, that a fact or an event, by reason of which an action would or might be taken by the Escrow Agent, does not
exist or has not occurred, without incurring liability to the other Parties or to anyone else for any action taken or omitted to
be taken or omitted, in good faith and in the exercise of its own best judgment, in reliance upon such assumption.
SECTION 8.05. Joint
and Several Indemnification. The Escrow Agent will be indemnified and held harmless by the other Parties, jointly and severally,
from and against all expenses, as incurred, including all counsel fees and disbursements, or loss suffered by the Escrow Agent
in connection with any action, suit or proceedings involving any claim, or in connection with any claim or demand, which in any
way, directly or indirectly, arises out of or relates to this Escrow Agreement, the services of the Escrow Agent hereunder or the
monies or other property held by it hereunder. Promptly after the receipt of the Escrow Agent of notice of any demand or claim
or the commencement of any action, suit or proceeding, the Escrow Agent shall, if a claim in respect thereof is to be made against
either any of the Parties, notify it thereof in writing, but the failure by the Escrow Agent to give such notice shall not relieve
any such Party from any liability which the Parties may have to the Escrow Agent hereunder.
SECTION 8.06. Expense
or Loss. For purposes hereof, the term “expense or loss” shall include all amounts paid or payable to satisfy any
claim, demand or liability, or in settlement of any claim, demand, action, suit or proceeding settled with the express written
consent of the Escrow Agent, and all costs and expenses, including, but not limited to, reasonable counsel fees and disbursements,
whether or not the Escrow Agent uses outside counsel or its own attorneys, paid or incurred in investigating or defending against
any such claim, demand, action, suit or proceeding.
ARTICLE IX
Covenants
SECTION 9.01. Public
Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity
to review and comment upon, any press releases or other public statements with respect to the Agreement and the Transactions and
shall not issue any such press release or make any such public statement prior to such consultation, except as may be required
by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.
SECTION 9.02. Fees
and Expenses. All fees and expenses incurred in connection with this Agreement shall be paid by the Party incurring such fees
or expenses, whether or not this Agreement is consummated.
SECTION 9.03. Continued
Efforts. Each Party shall use commercially reasonable efforts to (a) take all action reasonably necessary to consummate
the Transactions, and (b) take such steps and do such acts as may be necessary to keep all of its representations and warranties
true and correct as of the Closing Date with the same effect as if the same had been made, and this Agreement had been dated, as
of the Closing Date.
SECTION 9.04. Exclusivity.
Each of the Parent and the Company shall not (and shall not cause or permit any of their affiliates to) engage in any discussions
or negotiations with any person or take any action that would be inconsistent with the Transactions and that has the effect of
avoiding the Closing contemplated hereby. Each of the Parent and the Company shall notify each other immediately if any person
makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.
SECTION 9.05. Filing
of 8-K and Press Release. The Parent shall file, no later than four (4) business days of the Closing Date, a current report
on Form 8-K and attach as exhibits all relevant agreements with the SEC disclosing the terms of this Agreement and other requisite
disclosure regarding the Transactions.
SECTION 9.06. Access.
Each Party shall permit representatives of any other Party to have full access to all premises, properties, personnel, books, records
(including Tax records), contracts, and documents of or pertaining to such Party.
SECTION 9.07. Indemnification.
The Principal Shareholder agrees to indemnify the Company, the Parent, the Shareholders, and each of the officers, agents, and
directors of the Company, the Parent, the Shareholders as of the date of execution of this Agreement against any loss or liability
to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made under this
Agreement, or for any loss or liability incurred as a result of the activity of the Parent or the Principal Shareholder before
the date of Closing. The indemnification provided for in this paragraph shall survive the Closing and consummation of the transactions
contemplated hereby and termination of this Agreement for two years following the Closing.
SECTION 9.08. Preservation
of Business. From the date of this Agreement until the Closing Date, the Company and the Parent shall operate only in the ordinary
and usual course of business consistent with their respective past practices (provided, however, that Parent shall not issue any
securities without the prior written consent of the Company), and shall use reasonable commercial efforts to (a) preserve intact
their respective business organizations, (b) preserve the good will and advantageous relationships with customers, suppliers, independent
contractors, employees and other persons material to the operation of their respective businesses, and (c) not permit any action
or omission that would cause any of their respective representations or warranties contained herein to become inaccurate or any
of their respective covenants to be breached in any material respect.
SECTION 9.09. Conversion
of Convertible Notes and Issuance of Shares under Xxxxxx Agreement. On the Closing Date, all Convertible Notes issued by TrioResources
AG Inc. shall be assigned and assumed in full on the same terms as previously issued by Allied Technologies Group, Inc. Additionally,
on the Closing Date, the Parent shall honor the terms of the Xxxxxx Agreement and issue 5% of the total number of shares outstanding
immediately following the closing of this Agreement to Xxxxxx Investment Corp.
ARTICLE X
Miscellaneous
SECTION 10.01. Notices.
All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given
upon receipt by the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice):
If to the Parent or the
Principal Shareholder, to:
Allied Technologies Group,
Inc.
00X Xxxxxx-Xxxxxxx
Xxxxxxx, Xxxxxx 21-512
Telephone: x00000000000
If to the Company or
the Shareholders, to:
Trio-Resources AG Inc.
000 Xxxx Xxxxxx Xxxx,
Xxxxx 0000
Xxxxxxx, Xxxxxxx X0X
0X0
Telephone: x0 000.000.0000
Facsimile: x0 000.000.0000
with a copy to:
Xxxxxx & Xxxxxx,
LLP
000 Xxxxx 0 Xxxxx, Xxxxx
000
Xxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx,
Esq.
Telephone: (000) 000-0000
Facsimile (000) 000-0000
SECTION 10.02. Amendments;
Waivers; No Additional Consideration. No provision of this Agreement may be waived or amended except in a written instrument
signed by the all of the Parties. No waiver of any default with respect to any provision, condition or requirement of this Agreement
shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair
the exercise of any such right.
SECTION 10.03. Replacement
of Securities. If any certificate or instrument evidencing any Parent Stock is mutilated, lost, stolen or destroyed, the Parent
shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution
therefore, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Parent of such loss,
theft or destruction and customary and reasonable indemnity, if requested. The applicants for a new certificate or instrument under
such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Parent Stock.
If a replacement certificate or instrument evidencing any Parent Stock is requested due to a mutilation thereof, the Parent may
require delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.
SECTION 10.04. Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Parties
will each be entitled to specific performance under this Agreement. The Parties agree that monetary damages may not be adequate
compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees
to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.
SECTION 10.05. Interpretation.
When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise
indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement,
they shall be deemed to be followed by the words “without limitation.”
SECTION 10.06. Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the Transactions contemplated hereby is not affected in any manner materially adverse to any Party.
Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall
negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an
acceptable manner to the end that Transactions contemplated hereby are fulfilled to the extent possible.
SECTION 10.07. Counterparts;
Facsimile Execution. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the
same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to
the other Parties. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.
SECTION 10.08. Entire
Agreement; Third Party Beneficiaries. This Agreement, taken together with the Company Disclosure Schedule and the Parent Disclosure
Schedule, (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among
the Parties with respect to the Transactions and (b) are not intended to confer upon any person other than the Parties any rights
or remedies.
SECTION 10.09. Governing
Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without
reference to principles of conflicts of laws. Any action or proceeding brought for the purpose of enforcement of any term or provision
of this Agreement shall be brought only in the Federal or state courts sitting in New York, New York, and the parties hereby waive
any and all rights to trial by jury.
SECTION 10.10. Assignment.
Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part,
by operation of law or otherwise by any of the Parties without the prior written consent of the other Parties. Any purported assignment
without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit
of, and be enforceable by, the Parties and their respective successors and assigns.
[Signature page follows]
IN WITNESS WHEREOF, the
parties hereto have executed and delivered this Share Exchange Agreement as of the date first above written.
The Parent:
The Principal Stockholder:
|
IHAR YARAVENKA |
|
|
|
|
|
Ihar Yaravenka, Individually |
The Company:
|
TRIORESOURCES AG INC. |
|
|
|
By: |
|
|
Name: Xxxxxx Xxxx |
|
Title: Chief Executive Officer |
[Signature
Page to Share Exchange Agreement]
The Shareholders:
|
J. XXXXXX XXXX |
|
|
XXXXX XXXXXXXXXX |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
By: |
|
|
Name: |
J. Xxxxxx Xxxx, Individually |
|
|
Name: |
Xxxxx Xxxxxxxxxx, Individually |
Number of Shares: |
977,530 |
|
Number of Shares: |
50 |
|
|
|
|
|
|
XXXXXX X. PAGE |
|
|
XXXXX PAGE |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
By: |
|
|
Name: |
Xxxxxx X. Page, Individually |
|
|
Name: |
Xxxxx Page, Individually |
Number of Shares: |
1,000 |
|
Number of Shares: |
10 |
|
|
|
|
|
|
XXXXX XXXXXX |
|
|
XXXX XXXXXXX |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
By: |
|
|
Name: |
Xxxxx Xxxxxx, Individually |
|
|
Name: |
Xxxx Xxxxxxx, Individually |
Number of Shares: |
1,000 |
|
Number of Shares: |
100 |
|
|
|
|
|
|
XXXXXXX XXXXXXX |
|
|
XXXXX XXXXXXX |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
By: |
|
|
Name: |
Xxxxxxx Xxxxxxx, Individually |
|
|
Name: |
Xxxxx Xxxxxxx, Individually |
Number of Shares: |
5 |
|
Number of Shares: |
5 |
|
|
|
|
|
|
XXX XXXXXXX |
|
|
XXX XXXX |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
By: |
|
|
Name: |
Xxx Xxxxxxx, Individually |
|
|
Name: |
Xxx Xxxx, Individually |
Number of Shares: |
5 |
|
Number of Shares: |
250 |
|
|
|
|
|
|
|
|
|
|
[Signature Page
to Share Exchange Agreement]
|
XXXXXXXX XXXXXXX |
|
|
DUPONT ASSETS MANAGEMENT, INC |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
By: |
|
|
Name: |
Xxxxxxxx Xxxxxxx, Individually |
|
|
Name: |
|
Number of Shares: |
5 |
|
|
Title: |
|
|
|
Number of Shares: |
6,000 |
|
|
|
|
|
|
BLUE OAK RIDGE INVESTMENTS INC. |
|
|
XXXX XXXX |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
By: |
|
|
Name: |
|
|
|
Name: |
Xxxx Xxxx, Individually |
Number of Shares: |
20,000 |
|
Number of Shares: |
10 |
|
|
|
|
|
|
XXXXX XXXXXX |
|
|
XXXXX FORGET |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
By: |
|
|
Name: |
Xxxxx Xxxxxx, Individually |
|
|
Name: |
Xxxxx Forget, Individually |
Number of Shares: |
10 |
|
Number of Shares: |
50 |
|
|
|
|
|
|
XXXXXXX XXXXXXXX |
|
|
XXXXXXXXXXX XXXXXXXX |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
By: |
|
|
Name: |
Xxxxxxx Xxxxxxxx, Individually |
|
|
Name: |
Xxxxxxxxxxx Xxxxxxxx, Individually |
Number of Shares: |
10 |
|
Number of Shares: |
10 |
|
|
|
|
|
|
XXXXXXXX XXXXXX |
|
|
XXXXX XXXXXXXX |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
By: |
|
|
Name: |
Xxxxxxxx Xxxxxx, Individually |
|
|
Name: |
Xxxxx Xxxxxxxx, Individually |
Number of Shares: |
50 |
|
Number of Shares: |
50 |
[Signature Page
to Share Exchange Agreement]
|
XXXXXXX XX |
|
|
SIDERION CAPITAL GROUP INC. IN TRUST |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
By: |
|
|
Name: |
Xxxxxxx Xx, Individually |
|
|
Name: |
|
Number of Shares: |
100 |
|
|
Title |
|
|
|
Number of Shares: |
160,000 |
|
|
|
|
|
|
XXXXX YURMAS |
|
|
XXXXXX XXXXXXXXX |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
By: |
|
|
Name: |
Xxxxx Yurmas, Individually |
|
|
Name: |
Xxxxxx Xxxxxxxxx, Individually |
Number of Shares: |
500 |
|
Number of Shares: |
1,500 |
|
|
|
|
|
|
XXXXXX XXXXXXXXX |
|
|
XXX XXXX |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
By: |
|
|
Name: |
Xxxxxx Xxxxxxxxx, Individually |
|
|
Name: |
Xxx Xxxx, Individually |
Number of Shares: |
1,500 |
|
Number of Shares: |
250 |
|
|
|
|
|
|
SHAWBRIDGE SECURITIES CORPORATION |
|
|
EURO INVESTMENTS SERVICES LTD |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
By: |
|
|
Name: |
|
|
|
Name: |
|
|
Title: |
|
|
|
Title: |
|
Number of Shares: |
160,000 |
|
Number of Shares: |
160,000 |
|
|
|
|
|
|
XXXXXX INVESTMENT LTD. |
|
|
GEAR INVEST CORP. |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
By: |
|
|
Name: |
|
|
|
Name: |
|
|
Title: |
|
|
|
Title: |
|
Number of Shares: |
160,000 |
|
Number of Shares: |
160,000 |
[Signature
Page to Share Exchange Agreement]
|
XXXXXXXX VENTURE INC. |
|
|
WINDSOR WORLDWIDE INVESTMENTS CORP. |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
By: |
|
|
Name: |
|
|
|
Name: |
|
|
Title: |
|
|
|
Title: |
|
Number of Shares: |
160,000 |
|
Number of Shares: |
160,000 |
[Signature Page
to Share Exchange Agreement]
EXHIBIT A
SHAREHOLDERS OF TRIORESOURCES AG INC.
Name of Shareholder | |
Number of
Company Shares
Being Exchanged | | |
Number of
Shares of Parent
Stock to be
Received by
Shareholder | |
J. Xxxxxx Xxxx | |
| 977,530 | | |
| 977,530 | |
Xxxxx Xxxxxxxxxx | |
| 50 | | |
| 50 | |
Xxxxxx J Page | |
| 1,000 | | |
| 1,000 | |
Xxxxx Page | |
| 10 | | |
| 10 | |
Xxxxx Xxxxxx | |
| 1,000 | | |
| 1,000 | |
Xxxx Xxxxxxx | |
| 100 | | |
| 100 | |
Xxxxxxx Xxxxxxx | |
| 5 | | |
| 5 | |
Xxxxx Xxxxxxx | |
| 5 | | |
| 5 | |
Xxx Xxxxxxx | |
| 5 | | |
| 5 | |
Xxx Xxxx | |
| 250 | | |
| 250 | |
Xxxxxxxx Xxxxxxx | |
| 5 | | |
| 5 | |
Dupont Assets Management, Inc | |
| 6,000 | | |
| 6,000 | |
Blue Oak Ridge Investments Inc | |
| 20,000 | | |
| 20,000 | |
Xxxx Xxxx | |
| 10 | | |
| 10 | |
Xxxxx Xxxxxx | |
| 10 | | |
| 10 | |
Xxxxx Forget | |
| 50 | | |
| 50 | |
Xxxxxxx Xxxxxxxx | |
| 10 | | |
| 10 | |
Xxxxxxxxxxx Xxxxxxxx | |
| 10 | | |
| 10 | |
Xxxxxxxx Xxxxxx | |
| 00 | | |
| 00 | |
Xxxxx Xxxxxxxx | |
| 00 | | |
| 00 | |
Xxxxxxx Xx | |
| 100 | | |
| 100 | |
Siderion Capital Group Inc. In TRUST | |
| 160,000 | | |
| 160,000 | |
Xxxxx Yurmas | |
| 500 | | |
| 500 | |
Xxxxxx Xxxxxxxxx | |
| 1,500 | | |
| 1,500 | |
Xxxxxx Xxxxxxxxx | |
| 1,500 | | |
| 1,500 | |
Xxx Xxxx 250 | |
| 250 | | |
| 250 | |
Shawbridge Securities Corporation | |
| 160,000 | | |
| 160,000 | |
Euro Investments Services Ltd | |
| 160,000 | | |
| 160,000 | |
Xxxxxx Investment Ltd. | |
| 160,000 | | |
| 160,000 | |
Gear Invest Corp. | |
| 160,000 | | |
| 160,000 | |
Xxxxxxxx Venture Inc. | |
| 160,000 | | |
| 160,000 | |
Windsor Worldwide Investments Corp. | |
| 160,000 | | |
| 160,000 | |
TOTALS | |
| 2,130,000 | | |
| 2,130,000 | |