INVESTOR RELATIONS PROGRAM AGREEMENTWarrant Agreement • August 21st, 2006 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters • Utah
April 3, 2006 Mr. Paul Ressler, President Pukka USA, Inc. 892 North 340 East American Fork, Utah 84003 Dear Mr. Ressler, This letter agreement is between Pukka USA, Inc. (the “Company") and Transcontinental Media, Ltd ("Transcontinental") and, in that regard, the parties agree as follows: 1. Term. This letter agreement will commence on April 3, 2006, and expire on March 31, 2007. 2. IR Fees. The Company will pay Transcontinental warrants to purchase 1,200,000 shares of its common stock, exercisable at $.001 per share for implementation of its Investor Relations ("IR") Program. The Company agrees to include the foregoing shares in the next registration statement filed by the Company with the Securities and Exchange Commission. 3. IR Services. Transcontinental, in consideration of the above fee, will perform the following services for the Company; however, such services will be subject to the Company's written or oral approval: A. Arrange an initial visit between
WAIVER OF SHARE EXCHANGE AGREEMENT CONDITIONWaiver of Share Exchange Agreement • August 21st, 2006 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters
The Undersigned, being parties to that certain Share Exchange Agreement (the “Agreement”), dated June 7, 2006, by and among PUKKA USA, INC. (“Pukka”), SUNRISE U.S.A. INCORPORATED (“Sunrise”), PAUL RESSLER and LEONARD DUCHARME, the principal shareholders of Pukka (collectively, the “Principal Shareholders”), and the other individual shareholders of Pukka (each a “Shareholder” and together with the Principal Shareholders, the “Shareholders”), hereby agree to waive and extend the Outside Date for Closing of the Agreement, described in Section 2.1 of the Agreement. WHEREAS, the parties acknowledge and agree that substantially all conditions required for the Closing have been satisfactorily complied with but that additional time beyond that permitted by the Agreement is required to complete certain ministerial tasks before the transactions contemplated therein can be consummated. NOW, THEREFORE, WITNESSETH that in consideration of good and valuable consideration, the receipt and suffi
PRODUCT PURCHASE AGREEMENTProduct Purchase Agreement • August 21st, 2006 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters • Utah
This PRODUCT PURCHASE AGREEMENT (this “Agreement”), dated and effective as of the Effective Date defined below, is entered into by and between SUMOWORKS, LIMITED (“Sumo”) with an address of Unit 1806, 18/F., Lippo House, Causeway Bay Plaza 2, 463-483 Lockhart Road, Causeway Bay, Hong Kong, and LUND INSTRUMENT ENGINEERING, INC. doing business as PowerStream Technology (“PowerStream”) with an address of 140 S. Mountain Way Drive, Orem, Utah 84058.
CORPORATE SERVICES AGREEMENTCorporate Services Agreement • August 21st, 2006 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters • Utah
AGREEMENT, made as of this 1st day of January 2006, between Pukka USA, Inc. a Utah corporation with its offices at 892 North 340 East, American Fork, Utah, 84003 (hereinafter known as the “Company”) and Birchwood Capital Advisors Group, Inc. with its offices at 264 Union Blvd, First Floor, Totowa, NJ, 07512 hereinafter Known as the "Consultant". WHEREAS, the Consultant is in the business of providing management consulting , corporate advisory and capital advisory services. WHEREAS, the Company desires to retain the Consultant to perform consulting services in connection with the Company's business affairs on a non-exclusive basis, and the Consultant is willing to undertake to provide such services on that basis and as hereinafter set forth. NOW, THEREFORE, the parties agree as follows: 1. TERM OF AGREEMENT. The term of the agreement shall be one (1) years from the date signed herein. 2. NATURE OF SERVICES. The Consultant will use his best efforts and render advice and
PATENT ASSIGNMENTPatent Assignment • August 21st, 2006 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters
THIS PATENT ASSIGNMENT (“Assignment”), effective as of the 15th day of December 2005 (the “Effective Date”), is by and between Leonard DuCharme, with a residence at 892 North 340 East, American Fork, Utah 84003, individually; Paul Ressler, with a residence at 942 North 240 East, American Fork, Utah 84003, individually; Darren Jensen, with a residence at 892 North 340 East, American Fork, Utah 84003, individually, (collectively, the “Assignor”) and Pukka USA, Inc., a corporation formed in accordance with the laws of Utah (the “Assignee”), with a place of business in Utah at 892 North 340 East, American Fork, Utah 84003.
MANUFACTURING REPRESENTATIVE AGREEMENTManufacturing Representative Agreement • August 21st, 2006 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters
THIS AGREEMENT, whose effective date is the 1st day of February, 2005, by and between PUKKA USA, LLC, (hereinafter referred to as “PUKKA”), a corporation organized and existing under the laws of the State of Utah, having an office at 395 South 640 West, Pleasant Grove, Utah 84062, and Don Green Sales, (hereinafter referred to as “REPRESENTATIVE”), a corporation, organized and existing under the laws of the State of (State agency is located in), having offices at: Don Green Sales, 1617 St. Marks Plaza, Suite B, Stockton, CA 95207 In consideration of the mutual covenants and agreements he4reinafter set forth, the parties agree as follows: ARTICLE I. APPOINTMENT OF REPRESENTATIVE. Subject to the terms and conditions of this Agreement, PUKKA hereby grants to REPRESENTATIVE, and REPRESENTATIVE hereby accepts, the right to solicit from the customers specified in Exhibit A attached herein (called the “Customers”), orders for the sale by PUKKA of its products specified in Exhibit
Share Exchange Agreement Signature PageShare Exchange Agreement • August 21st, 2006 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters
IN WITNESS WHEREOF, Sunrise, Pukka and the Shareholders have caused this Agreement to be signed by their respective officers hereunto duly authorized, all as of the date first written above.
ContractCorporate Services Agreement Agreement • August 21st, 2006 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters • New York
CORPORATE SERVICES AGREEMENT AGREEMENT, made as of this 7th day of April 2006, between Pukka USA, Inc. a Utah corporation with its offices at 892 North 340 East, American Fork, Utah, 84003 (hereinafter known as the “Company”) and Legend Merchant Group, Inc. with its offices at 30 Broad Street, 38th Floor, NYC, NY, 10004 hereinafter Known as the "Consultant". WHEREAS, the Consultant is in the business of providing management consulting , corporate advisory and capital advisory services. WHEREAS, the Consultant has already rendered valuable services over the course of the last one hundred twenty (120) days and will continue for a period of two (2) years from this date herein. WHEREAS, the Company desires to retain the Consultant to perform consulting services in connection with the Company's business affairs on a non-exclusive basis, and the Consultant is willing to undertake to provide such services on that basis and as hereinafter set forth. NOW, THEREFORE, the parties a
Sales and Service Representative AgreementSales and Service Representative Agreement • August 21st, 2006 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters
This agreement is effective 3/31/05. Pukka USA, LLC whose principal place of business is located at 395 South 640 West, Pleasant Grove, Utah 84062 (hereinafter referred to as (Pukka USA) and Watt/Spohn-Universal, Ltd. whose principal business office is located at 13717 Welch Road, Dallas, Texas 75244 (hereinafter referred to as Watt/Spohn). Whereas, Pukka USA has products, information, inventive and general know how relating to the marketing and distribution of products for the retail trade merchants and...WHEREAS, Watt/Spohn is experienced in selling and marketing of such products to military retail merchants, and is desirous in representing Pukka USA. Therefore it is agreed as follows:
PATENT ASSIGNMENTPatent Assignment • August 21st, 2006 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters
THIS PATENT ASSIGNMENT (“Assignment”), effective as of the 15th day of December 2005 (the “Effective Date”), is by and between Leonard DuCharme, with a residence at 892 North 340 East, American Fork, Utah 84003 (the “Assignor”) and Pukka USA, LLC, a limited liability company formed in accordance with the laws of Utah (the “Assignee”), with a place of business in Utah at 892 North 340 East, American Fork, Utah 84003. WHEREAS, Assignor is the Nominee Holder of those works described below (hereinafter the “Conveyed Materials”); and
LOCK-UP / LEAK-OUT AGREEMENTLeak-Out Agreement • August 21st, 2006 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters • Nevada
THIS LOCK-UP / LEAK-OUT AGREEMENT (the “Agreement”) is made and entered into this 7th day of June, 2006, Sunrise U.S.A. Incorporated, a Nevada corporation with an office at 892 North 340 East, American Fork, Utah 84003, and Kripaitis & Associates, LLC with offices at 39 Wyandotte Ave., Oceanport, NJ 07757, and Ann Marie Kripaitis, with a residence at 513 Joseph Ave., Woodbridge, NJ 07095, and Peter Kristensen, with a residence at 7668 Quicksilver Dr., Salt Lake City, UT 84121, and MBA Investors, Ltd., with offices at 2501 E. Commercial Blvd. Suite 212, Ft. Lauderdale, Fl. 33308, and F. Briton McConkie Jr., with a residence at 4014 Splendor Way, S.L.C. Ut. 84124, and Passport Financial LLC, with offices at 14701 Nestled Cove, Draper Utah 84020, and Power Network Inc. with offices at 1020 Brookstown Avenue, Suite 30 Winston Salem, NC 27101, and Starr Consulting Inc. with offices at 932 Burke Street, Winston Salem, NC 27101, and Yt2K, Inc. with offices at 2501 E. Commercial Blvd. Suite 21
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • August 21st, 2006 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters • Arkansas
This Agreement is effective as of the 1st day of April, 2005 (the “Effective Date”), by and between The McLain Group, L.L.C., a Nevada limited liability company, including it’s subsidiaries, affiliates, successors and assigns (collectively “TMG”), with its principal place of business at 18000 Leatha Lane, Little Rock, Arkansas 72223, and Red Iron Group, L.L.C. also known as Pukka USA, L.L.C., both Utah limited liability corporations, including their subsidiaries, affiliates, successors and assigns (collectively, “PUKKA”), with their principal place of business at 942 N 240 E., American Fork, UT 84003. The term of this Agreement shall be for a period of five (5) years commencing upon the Effective Date.
CONSENT AND ACCEPTANCE OF SHARE EXCHANGE AGREEMENTConsent and Acceptance of Share Exchange Agreement • August 21st, 2006 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters
The Undersigned, being parties to that certain Share Exchange Agreement (the “Agreement”), dated June 7, 2006, by and among PUKKA USA, INC. (“Pukka”), SUNRISE U.S.A. INCORPORATED (“Sunrise”), PAUL RESSLER and LEONARD DUCHARME, the principal shareholders of Pukka (collectively, the “Principal Shareholders”), and the other individual shareholders of Pukka (each a “Shareholder” and together with the Principal Shareholders, the “Shareholders”), hereby state as follows: 1. The Agreement as finally constituted on August 15, 2006, together with all exhibits as set forth therein, conforms in all respects to the agreement and transactions contemplated therein, and the parties hereto consent to and accept the Agreement and all exhibits, schedules and related documents in the form reviewed by the Company’s auditors as the final agreement of the parties. 2. All conditions and prerequisites to the Closing of the transactions contemplated by the Agreement have been fully performed and/or waived
Commercial LeaseCommercial Lease • August 21st, 2006 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters
In consideration of the rights, covenants and agreements herein contained, Landlord does hereby lease, demise and let unto Tenant the Premises hereinafter described for the term of this Lease upon the following terms and conditions: 1. Basic Lease Information. 1.1 Lease Date: June 15, 2006 1.2 Lease Term: 5 years commencing on upon receipt of an Occupancy Permit from Bluffdale City, projected to be September 1, 2006. (the "Commencement Date") and terminating on 5 years form Commencement (the "Termination Date"). 1.3 Tenant: Hybrid Propulsion Laboratory Address of Tenant: 14621 So. 800 W., Bluffdale UT 84065 Contact: Paul Ressler Phone #: (801) 367-7175 1.4 Landlord: Point Management LLC Address of Landlord: 6091 Dry Creek Circle, Highland UT 84003 Contact: Steve Bearnson Phone #: (801) 380-4073 1.5 Premises: 14621 So. 800 W, Bluffdale UT 84065 Property Description: Approx 3000 SF of stacked office & 4500 SF warehouse 1.6 Basic Rent: $0.85 SF office / $0.50
SECOND WAIVER OF SHARE EXCHANGE AGREEMENT CONDITIONSecond Waiver of Share Exchange Agreement • August 21st, 2006 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters
The Undersigned, being parties to that certain Share Exchange Agreement (the “Agreement”), dated June 7, 2006, by and among PUKKA USA, INC. (“Pukka”), SUNRISE U.S.A. INCORPORATED (“Sunrise”), PAUL RESSLER and LEONARD DUCHARME, the principal shareholders of Pukka (collectively, the “Principal Shareholders”), and the other individual shareholders of Pukka (each a “Shareholder” and together with the Principal Shareholders, the “Shareholders”), hereby agree to waive and extend the Outside Date for Closing of the Agreement, described in Section 2.1 of the Agreement. WHEREAS, the parties acknowledge and agree that substantially all conditions required for the Closing have been satisfactorily complied with but that additional time beyond that permitted by the Agreement is required to complete certain ministerial tasks before the transactions contemplated therein can be consummated. NOW, THEREFORE, WITNESSETH that in consideration of good and valuable consideration, the receipt and suffi
THIRD WAIVER OF SHARE EXCHANGE AGREEMENT CONDITIONThird Waiver of Share Exchange Agreement • August 21st, 2006 • Sunrise Usa Inc • Bottled & canned soft drinks & carbonated waters
The Undersigned, being parties to that certain Share Exchange Agreement (the “Agreement”), dated June 7, 2006, by and among PUKKA USA, INC. (“Pukka”), SUNRISE U.S.A. INCORPORATED (“Sunrise”), PAUL RESSLER and LEONARD DUCHARME, the principal shareholders of Pukka (collectively, the “Principal Shareholders”), and the other individual shareholders of Pukka (each a “Shareholder” and together with the Principal Shareholders, the “Shareholders”), hereby agree to waive and extend the Outside Date for Closing of the Agreement, described in Section 2.1 of the Agreement. WHEREAS, the parties acknowledge and agree that substantially all conditions required for the Closing have been satisfactorily complied with but that additional time beyond that permitted by the Agreement is required to complete certain ministerial tasks before the transactions contemplated therein can be consummated. NOW, THEREFORE, WITNESSETH that in consideration of good and valuable consideration, the receipt and suffi
