ContractCascade Sled Dog Adventures Inc • October 4th, 2004 • Blank checks • Nevada
THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH WARRANTS AND SHARES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 4th, 2004 • Cascade Sled Dog Adventures Inc • Blank checks • California
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of August 25, 2004, by and among Cascade Sled Dog Adventures, Inc., a Nevada corporation (“Parent”), Cascade Sled Dog Merger Sub, Inc., a Nevada corporation and a newly-formed, wholly owned subsidiary of Parent (“Merger Sub”), and Sunset Brands, Inc., a Nevada corporation (“Company”) (Parent, Merger Sub and Company are sometimes collectively referred to hereinafter as the “Parties”), with reference to the following facts:
EMPLOYMENT AGREEMENTEmployment Agreement • October 4th, 2004 • Cascade Sled Dog Adventures Inc • Blank checks • Washington
THIS EMPLOYMENT AGREEMENT (the “Employment Agreement” or “Agreement”) is entered into as of this 31st day of August, 2004, between Low Carb Creations, Inc., a Washington corporation (the “Company”), and Dan Langdon (the “Employee”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 4th, 2004 • Cascade Sled Dog Adventures Inc • Blank checks • Washington
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of August 25, 2004, by and among Low Carb Creations, Inc., a Washington corporation (the “Company”), Cascade Sled Dog Adventures, Inc., a Nevada corporation (“Parent”), Cascade LCC Merger Sub, Inc., a Washington corporation and a newly-formed, wholly owned subsidiary of Parent (“Merger Sub”), Sunset Brands, Inc., a Nevada corporation (“Sunset”), and the shareholders of the Company set forth on the signature page of this Agreement (the “Shareholders”; and collectively with the Company, Parent, Merger Sub, and Sunset, the “Parties”), with reference to the following facts:
SUBSCRIPTION SUPPLEMENTSubscription Supplement • October 4th, 2004 • Cascade Sled Dog Adventures Inc • Blank checks • Nevada
This Subscription Supplement (the “Agreement”), containing the terms applicable to the Subscription Document accompanying that certain Confidential Term Sheet of Sunset Brands, Inc., a Nevada corporation (on behalf of itself and any successors or assigns, the “Company”), dated on or about August 6, 2004 (together with any amendments or supplements thereto, the “Term Sheet”), has been incorporated by reference into such Subscription Document. Each investor should therefore carefully review this Subscription Supplement before signing the Subscription Document. Terms used herein and not otherwise defined shall have the meaning ascribed to them in the Term Sheet:
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • October 4th, 2004 • Cascade Sled Dog Adventures Inc • Blank checks • California
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is made as of August 25, 2004 by and among CASCADE SLED DOG ADVENTURES, INC., a Nevada corporation (the “Company”), Sunset Brands, Inc., a Nevada corporation (“Sunset”), and certain holders of the Company’s Common Stock, $.001 par value (“Common Stock”) identified on Exhibit 1 attached hereto (each a “Holder” and collectively, the “Holders”).
