SHARE EXCHANGE AGREEMENT BY AND AMONG PUKKA USA, INC. SUNRISE U.S.A. INCORPORATED PAUL RESSLER LEONARD DUCHARME AND THE OTHER SHAREHOLDERS SIGNATORIES HERETO Dated June 7, 2006Share Exchange Agreement • June 13th, 2006 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters • Utah
THIS SHARE EXCHANGE AGREEMENT (the “Agreement”), is made and entered into this 7th day of June, 2006, by and among PUKKA USA, INC., a Utah corporation (“Pukka”), SUNRISE U.S.A. INCORPORATED, a Nevada corporation (“Sunrise”), PAUL RESSLER and LEONARD DUCHARME, the principal shareholders of Pukka (collectively, the “Principal Shareholders”), and the other individual shareholders of Pukka listed on Annex A attached hereto (each a “Shareholder” and together with the Principal Shareholders, the “Shareholders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2006 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters • New York
REGISTRATION RIGHTS AGREEMENT, dated as of this 7th day of June, 2006, by and between SUNRISE USA, INCORPORATED, a Nevada corporation having an office at 3203 E. Ovid Avenue, Des Moines, IA 50317 (the “Company”), and the principal shareholders of the Company listed on Annex A hereto (each a “Holder” and collectively, the “Holders”). WHEREAS, each of the Holders owns the number of shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) set forth on Annex A hereto (collectively, the “Shares”); WHEREAS, pursuant to that certain Share Exchange Agreement, dated June 7, 2006, by and among the Company, Pukka USA, Inc., a Utah corporation (“Pukka”), Paul Ressler, Leonard Ducharme and the other Shareholders signatories thereto (the “Exchange Agreement”), the Company acquired all of the outstanding ownership interests in Pukka; WHEREAS, this Agreement is entered into for the benefit of all shareholders of the Company of record immediately prior to the cons
