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
