AGREEMENT CONCERNING THE EXCHANGE OF SECURITIES BY AND AMONG TECHS LOANSTAR, INC. AND ZENZUU USA, INC. AND THE SECURITY HOLDERS OF ZENZUU USA, Inc.
EXHIBIT
2.1
CONCERNING
THE EXCHANGE OF SECURITIES
BY
AND AMONG
AND
ZENZUU
USA, INC. AND
THE
SECURITY HOLDERS OF ZENZUU USA, Inc.
INDEX
| Page | ||
|
ARTICLE
I – Exchange of Securities
|
1
|
|
|
1.1
|
Issuance
of Securities
|
1
|
|
1.2
|
Exemption
from Registration
|
1
|
|
1.3
|
TCLN
Common Stock Outstanding
|
1
|
|
ARTICLE
II – Representations and Warranties of ZZUSA
|
2
|
|
|
2.1
|
Organization
|
2
|
|
2.2
|
Capital
|
2
|
|
2.3
|
Subsidiaries
|
2
|
|
2.4
|
Directors
and Officers
|
2
|
|
2.5
|
Financial
Statements
|
2
|
|
2.6
|
Absence
of Changes
|
2
|
|
2.7
|
Absence
of Undisclosed Liabilities
|
3
|
|
2.8
|
Tax
Returns
|
3
|
|
2.9
|
Investigation
of Financial Condition
|
3
|
|
2.10
|
Intellectual
Property Rights
|
3
|
|
2.11
|
Compliance
with Laws
|
3
|
|
2.12
|
Litigation
|
3
|
|
2.13
|
Authority
|
4
|
|
2.14
|
Ability
to Carry Out Obligations
|
4
|
|
2.15
|
Full
Disclosure
|
4
|
|
2.16
|
Assets
|
4
|
|
2.17
|
Material
Contracts
|
4
|
|
2.18
|
Indemnification
|
4
|
|
2.19
|
Criminal
or Civil Acts
|
4
|
|
2.20
|
Restricted
Securities
|
4
|
|
ARTICLE
III – Representations and Warranties of TCLN
|
5
|
|
|
3.1
|
Organization
|
5
|
|
3.2
|
Capital
|
5
|
|
3.3
|
Subsidiaries
|
5
|
|
3.4
|
Directors
and Officers
|
5
|
|
3.5
|
Financial
Statements
|
5
|
|
3.6
|
Absence
of Changes
|
5
|
|
3.7
|
Absence
of Undisclosed Liabilities
|
5
|
|
3.8
|
Tax
Returns
|
6
|
|
3.9
|
Investigation
of Financial Condition
|
6
|
|
3.10
|
Intellectual
Property Rights
|
6
|
|
3.11
|
Compliance
with Laws
|
6
|
|
3.12
|
Litigation
|
6
|
|
3.13
|
Authority
|
6
|
|
3.14
|
Ability
to Carry Out Obligations
|
6
|
i
|
3.15
|
Full
Disclosure
|
6
|
|
3.16
|
Assets
|
7
|
|
3.17
|
Material
Contracts
|
7
|
|
3.18
|
Indemnification
|
7
|
|
3.19
|
Bulletin
Board Trading Status
|
7
|
|
ARTICLE
IV – Covenants Prior to the Closing Date
|
8
|
|
|
4.1
|
Investigative
Rights
|
8
|
|
4.2
|
Conduct
of Business
|
8
|
|
4.3
|
Confidential
Information
|
8
|
|
4.4
|
Notice
of Non-Compliance
|
8
|
|
ARTICLE
V – Conditions Precedent to TCLN ’s Performance
|
8
|
|
|
5.1
|
Conditions
|
8
|
|
5.2
|
Accuracy
of Representations
|
8
|
|
5.3
|
Performance
|
9
|
|
5.4
|
Absence
of Litigation
|
9
|
|
5.5
|
Officer’s
Certificate
|
9
|
|
ARTICLE
VI – Conditions Precedent to ZZUSA’s Performance
|
9
|
|
|
6.1
|
Conditions
|
9
|
|
6.2
|
Accuracy
of Representations
|
9
|
|
6.3
|
Performance
|
9
|
|
6.4
|
Absence
of Litigation
|
9
|
|
6.5
|
Officer’s
Certificate
|
10
|
|
6.6
|
Payment
of Liabilities
|
10
|
|
6.7
|
Director
of TCLN
|
10
|
|
6.8
|
Officers
of TCLN
|
10
|
|
6.9
|
Cancellation
of TCLN Common Stock
|
10
|
|
ARTICLE
VII – Closing
|
10
|
|
|
7.1
|
Closing
|
10
|
|
ARTICLE
VIII – Covenants Subsequent to the Closing Date
|
10
|
|
|
8.1
|
Registration
and Listing
|
11
|
|
ARTICLE
IX – Miscellaneous
|
11
|
|
|
9.1
|
Captions
and Headings
|
11
|
|
9.2
|
No
Oral Change
|
11
|
|
9.3
|
Non-Waiver
|
11
|
|
9.4
|
Time
of Essence
|
11
|
|
9.5
|
Entire
Agreement
|
11
|
|
9.6
|
Choice
of Law
|
11
|
|
9.7
|
Counterparts
|
11
|
|
9.8
|
Notices
|
11
|
ii
|
9.9
|
Binding
Effect
|
12
|
|
9.10
|
Mutual
Cooperation
|
12
|
|
9.11
|
Announcements
|
12
|
|
9.12
|
Expenses
|
12
|
|
9.13
|
Survival
of Representations and Warranties
|
12
|
|
9.14
|
Exhibits
|
12
|
|
9.15
|
Termination,
Amendment and Waiver
|
12
|
| EXHIBITS | ||
| Allocation of Securities | Exhibit 1.1 | |
| Subscription Agreement | Exhibit 1.2 | |
| Financial Statements of ZZUSA | Exhibit 2.5 | |
| Material Contracts of ZZUSA | Exhibit 2.17 | |
| Financial Statements of TCLN | Exhibit 3.5 |
iii
THIS AGREEMENT (“Agreement”) is made
this 10th day of February, 2010, by and between Techs Loanstar, Inc., a
Nevada corporation (“TCLN ”), ZenZuu USA, Inc., a Nevada corporation (“ZZUSA”),
and the security holders of ZZUSA (the “ZZUSA Security Holders”) who are listed
on Exhibit 1.1 hereto and have executed Subscription Agreements in the form
attached in Exhibit 1.2, hereto.
WHEREAS, TCLN is a
publicly-owned Nevada corporation with 40,400,000 shares of common stock, par
value $0.001 per share, issued and outstanding and is quoted on the Over the
Counter Bulletin Board (the “OTCBB”) under the
symbol “TCLN”.
WHEREAS, TCLN desires to acquire all of
the issued and outstanding common stock of ZZUSA from the ZZUSA Security Holders
in exchange for newly issued unregistered shares of common stock of TCLN
;
WHEREAS, all of the ZZUSA Security
Holders, by execution of Exhibit 1.2 hereto, agree to exchange all 46,750 common
shares they hold in ZZUSA for 25,000,000 common shares of TCLN .
NOW, THEREFORE, in consideration of the
mutual promises, covenants and representations contained herein, the parties
hereto agree as follows:
ARTICLE
I
Exchange
of Securities
1.1 Issuance of Securities.
Subject to the terms and conditions of this Agreement, TCLN agrees to
issue and exchange 25,000,000 fully paid and non-assessable unregistered shares
of TCLN ’s $.001 par value common stock (the “TCLN Shares”) for all
46,750 issued and outstanding shares of the $.001 par value common stock of
ZZUSA (the “ZZUSA Shares”) held by the ZZUSA Security
Holders. All TCLN Shares will be issued directly to the ZZUSA
Security Holders on the date the transaction contemplated by this Agreement
closes (the “Closing Date”), pursuant to the schedule set forth in
Exhibit 1.1.
1.2 Exemption from Registration.
The parties hereto intend that all TCLN common stock to be issued to the ZZUSA
Security Holders shall be exempt from the registration requirements of the
Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(2) and/or
Regulation D of the Act and rules and regulations promulgated
thereunder. In furtherance thereof, each of the ZZUSA Security
Holders will execute and deliver to TCLN on the Closing Date their consent to
this Agreement set forth in Exhibit 1.2 hereto.
1.3 TCLN Common Stock
Outstanding. TCLN has 40,400,000 shares currently outstanding. On the
Closing Date, Xxxx Xxxxxxxxxx shall retire 28,000,000 shares to Treasury Stock.
Accordingly, following the closing of the Agreement, TCLN shall have a total of
37,400,000 shares outstanding, comprised of 25,000,000 shares (66.8% of the
total shares outstanding) held by the ZZUSA Security Holders and 12,400,000
shares (33.2% of the total shares outstanding) retained by the original TCLN
stockholders.
ARTICLE
II
Representations
and Warranties of ZZUSA
ZZUSA hereby represents and warrants to
TCLN that:
2.1 Organization. ZZUSA is a
corporation duly organized, validly existing and in good standing under the laws
of Nevada, has all necessary corporate powers to own its properties and to carry
on its business as now owned and operated by it, and is duly qualified to do
business and is in good standing in each of the states where its business
requires qualification.
2.2 Capital. The authorized
capital stock of ZZUSA consists of 75,000,000 authorized shares of $.001par
value common stock, of which 46,750 shares of common stock are
outstanding. There are no authorized shares of preferred
stock. All of the outstanding common stock of ZZUSA is duly and
validly issued, fully paid and non-assessable. There are no
outstanding subscriptions, options, rights, warrants, debentures, instruments,
convertible securities (except as provided in Section 1.3, above) or other
agreements or commitments obligating ZZUSA to issue any additional shares of its
capital stock of any class, other than those itemized on Schedule
2.2.
2.3 Subsidiaries. ZZUSA does not
have any subsidiaries or own any interest in any other enterprise.
2.4 Directors and Officers. The
names and titles of the directors and officers of ZZUSA as of the date of this
Agreement are as follows:
|
Name
|
Position
|
|
|
Xxxxx
Xxxx
|
Chief
Executive Officer and Director
|
|
|
Xxxxx
Xxxxxxxxx
|
Chief
Financial Officer and Director
|
2.5 Financial Statements. Exhibit
2.5 hereto consists of the audited financial statements of ZZUSA for the year
ended May 31, 2009, and the unaudited financial statements for the six months
ended November 30, 2009 (together, the “ZZUSA Financial Statements”). The ZZUSA
Financial Statements have been prepared in accordance with generally accepted
accounting principles and practices consistently followed by ZZUSA throughout
the periods indicated, and fairly present the financial position of ZZUSA as of
the dates of the balance sheets included in the ZZUSA Financial Statements and
the results of operations for the periods indicated. There are no
material omissions or non-disclosures in the ZZUSA Financial
Statements.
2.6 Absence of Changes. Since
November 30, 2009, there has not been any material change in the financial
condition or operations of ZZUSA, except as contemplated by this Agreement and
the notes issued or to be issued per Section 1.3 herein. As used
throughout this Agreement, “material” means: Any change or effect (or
development that, insofar as can be reasonably foreseen, is likely to result in
any change or effect) that causes substantial increase or diminution in the
business, properties, assets, condition (financial or otherwise) or results of
operations of a party. Taken as a whole, material change shall not
include changes in national or international economic conditions or industry
conditions generally; changes or possible changes in statutes and regulations
applicable to a party; or the loss of employees, customers or suppliers by a
party as a direct or indirect consequence of any announcement relating to this
transaction.
2
2.7 Absence of Undisclosed
Liabilities. As of Xxxxxxxx 00, 0000, XXXXX did not have any material
debt, liability or obligation of any nature, whether accrued, absolute,
contingent or otherwise, and whether due or to become due, that is not reflected
in the ZZUSA Financial Statements.
2.8 Tax Returns. Except for the
items on Schedule 2.8, ZZUSA has filed all federal, state and local
tax returns required by law and has paid all taxes, assessments and penalties
due and payable. The provisions for taxes, if any, reflected in Exhibit 2.5 are
adequate for the periods indicated. There are no present disputes as
to taxes of any nature payable by ZZUSA.
2.9 Investigation of Financial
Condition. Without in any manner reducing or otherwise mitigating the
representations contained herein, TCLN , its legal counsel and accountants shall
have the opportunity to meet with ZZUSA’s accountants and attorneys to discuss
the financial condition of ZZUSA during reasonable business hours and in a
manner that does not interfere with the normal operation of ZZUSA’s
business. ZZUSA shall make available to TCLN all books and records of
ZZUSA, provided, however, that ZZUSA will be under no obligation to provide any
information subject to confidentiality provisions or waive any privilege
associated with any such information.
2.10 Intellectual Property Rights.
ZZUSA owns or has the right to use all trademarks, service marks, trade names,
copyrights and patents material to its business, including the ZenZuu social
networking database.
2.11 Compliance with Laws. To the
best of ZZUSA’s knowledge, ZZUSA has complied with, and is not in violation of,
applicable federal, state or local statutes, laws and regulations, including
federal and state securities laws, except where such non-compliance would not
have a material adverse impact upon its business or properties.
2.12 Litigation. ZZUSA is not a
defendant in any suit, action, arbitration or legal, administrative or other
proceeding, or governmental investigation which is pending or, to the best
knowledge of ZZUSA, threatened against or affecting ZZUSA or its business,
assets or financial condition, except as disclosed in Exhibit
2.12. ZZUSA is not in default with respect to any order, writ,
injunction or decree of any federal, state, local or foreign court, department,
agency or instrumentality applicable to it. ZZUSA is not engaged in
any material litigation to recover monies due to it.
3
2.13 Authority. The Board of
Directors of ZZUSA has authorized the execution of this Agreement and the
consummation of the transactions contemplated herein, and ZZUSA has full power
and authority to execute, deliver and perform this Agreement, and this Agreement
is a legal, valid and binding obligation of ZZUSA and is enforceable in
accordance with its terms and conditions. By execution of Exhibit
1.2, all of the ZZUSA Security Holders have agreed to and have approved the
terms of this Agreement.
2.14 Ability to Carry Out
Obligations. To the best of ZZUSA’s knowledge, the execution and delivery
of this Agreement by ZZUSA and the performance by ZZUSA of its obligations
hereunder in the time and manner contemplated will not cause, constitute or
conflict with or result in (a) any breach or violation of any of the provisions
of or constitute a default under any license, indenture, mortgage, instrument,
article of incorporation, bylaw, or other agreement or instrument to which ZZUSA
is a party, or by which it may be bound, nor will any consents or authorizations
of any party other than those hereto be required, (b) an event that would permit
any party to any agreement or instrument to terminate it or to accelerate the
maturity of any indebtedness or other obligation of ZZUSA, or (c) an event that
would result in the creation or imposition of any lien, charge or encumbrance on
any asset of ZZUSA.
2.15 Full Disclosure. None of the
representations and warranties made by ZZUSA herein or in any exhibit,
certificate or memorandum furnished or to be furnished by ZZUSA, or on its
behalf, contains or will contain any untrue statement of material fact or omit
any material fact the omission of which would be misleading.
2.16 Assets. ZZUSA’s assets are
fully included in Exhibit 2.5 and are not subject to any claims or encumbrances
except as indicated in Exhibit 2.5.
2.17 Material
Contracts. All of ZZUSA’s material contracts, including its
exclusive ten-year U.S. license to the ZenZuu social networking database, are
attached as Exhibit 2.17.
2.18 Indemnification. ZZUSA agrees
to indemnify, defend and hold TCLN and TCLN ’s officers and directors harmless
against and in respect of any and all claims, demands, losses, costs, expenses,
obligations, liabilities, damages, recoveries and deficiencies, including
interest, penalties and reasonable attorney fees asserted by third parties
against TCLN which arise out of, or result from (i) any breach by ZZUSA in
performing any of its covenants or agreements under this Agreement or in any
schedule, certificate, exhibit or other instrument furnished or to be furnished
by ZZUSA under this Agreement, (ii) a failure of any representation or warranty
in this Article II or (iii) any untrue statement made by ZZUSA in this
Agreement.
2.19 Criminal or Civil Acts. For
the period of five years prior to the execution of this Agreement, no executive
officer, director or principal stockholder of ZZUSA has been convicted of a
felony crime, filed for personal bankruptcy, been the subject of a Commission or
NASD (FINRA) judgment or decree, or is currently the subject to any
investigation in connection with a felony crime or Commission or NASD
proceeding.
2.20 Restricted
Securities. ZZUSA and the ZZUSA Security Holders, by execution
of this Agreement and of Exhibit 1.2, acknowledge that all of the TCLN Shares
issued by TCLN are restricted securities and none of such securities may be sold
or publicly traded except in accordance with the provisions of the
Act.
4
ARTICLE
III
Representations
and Warranties of TCLN
TCLN represents and warrants to ZZUSA
that:
3.1 Organization. TCLN is a
corporation duly organized, validly existing and in good standing under the laws
of Nevada, has all necessary corporate powers to carry on its business, and is
duly qualified to do business and is in good standing in each of the states
where its business requires qualification.
3.2 Capital. The authorized
capital stock of TCLN currently consists of 300,000,000 shares of $.001 par
value common stock, of which 40,400,000 shares are currently outstanding, and,
in accordance with Section 1.3, 12,400,000 shares will be outstanding on the
Closing Date. TCLN has no shares of preferred stock authorized and
none outstanding. All of TCLN ’s outstanding securities are duly and validly
issued, fully paid and non-assessable. There are no outstanding subscriptions,
options, rights, warrants, debentures, instruments, convertible securities or
other agreements or commitments obligating TCLN to issue any additional shares
of its capital stock of any class except as described in Section 1.1
above.
3.3 Subsidiaries. TCLN does not
have any subsidiaries or own any interest in any other enterprise.
3.4 Directors and Officers. Xxxx
Xxxxxxxxxx is the sole executive officer and director of TCLN .
3.5 Financial Statements. Exhibit
3.5 hereto consists of the audited financial statements of TCLN for the years
ended April 30, 2009 and 2008 and the unaudited financial statements of TCLN for
the six months ended October 31, 2009 and 2008 (the “TCLN Financial
Statements”). The TCLN Financial Statements have been prepared in
accordance with generally accepted accounting principles and practices
consistently followed by TCLN throughout the periods indicated, and fairly
present the financial position of TCLN as of the dates of the balance sheets
included in the TCLN Financial Statements and the results of operations for the
periods indicated. There are no material omissions or non-disclosures
in the TCLN Financial Statements.
3.6 Absence of Changes. Since
October 31, 2009, there has not been any material change in the financial
condition or operations of TCLN , except as contemplated by this
Agreement.
3.7 Absence of Undisclosed
Liabilities. As of October 31, 2009, TCLN did not have any material debt,
liability or obligation of any nature, whether accrued, absolute, contingent or
otherwise, and whether due or to become due, that is not reflected in the TCLN
Financial Statements.
5
3.8 Tax Returns. Within the times
and in the manner prescribed by law, TCLN has filed all federal, state and local
tax returns required by law and has paid all taxes, assessments and penalties
due and payable.
3.9 Investigation of Financial
Condition. Without in any manner reducing or otherwise mitigating the
representations contained herein, ZZUSA, its legal counsel and accountants shall
have the opportunity to meet with TCLN ’s accountants and attorneys to discuss
the financial condition of TCLN . TCLN shall make available to ZZUSA
all books and records of TCLN .
3.10 Intellectual Property Rights.
TCLN does not have any patents, trademarks, service marks, trade names,
copyrights or other intellectual property rights.
3.11 Compliance with Laws. TCLN
has complied with, and is not in violation of, applicable federal, state or
local statutes, laws or regulations including federal and state securities
laws.
3.12 Litigation. TCLN is not a
defendant in any suit, action, arbitration, or legal, administrative or other
proceeding, or governmental investigation which is pending or, to the best
knowledge of TCLN , threatened against or affecting TCLN or its business, assets
or financial condition. TCLN is not in default with respect to any
order, writ, injunction or decree of any federal, state, local or foreign court,
department, agency or instrumentality applicable to it. TCLN is not
engaged in any material litigation to recover monies due to it.
3.13 Authority. The sole Director
of TCLN has authorized the execution of this Agreement and the transactions
contemplated herein, and TCLN has full power and authority to execute, deliver
and perform this Agreement, and this Agreement is the legal, valid and binding
obligation of TCLN , and is enforceable in accordance with its terms and
conditions.
3.14 Ability to Carry Out
Obligations. The execution and delivery of this Agreement by TCLN and the
performance by TCLN of its obligations hereunder will not cause, constitute or
conflict with or result in (a) any breach or violation of any of the provisions
of or constitute a default under any license, indenture, mortgage, instrument,
article of incorporation, bylaw or other agreement or instrument to which TCLN
is a party, or by which it may be bound, nor will any consents or authorization
of any party other than those hereto be required, (b) an event that would permit
any party to any agreement or instrument to terminate it or to accelerate the
maturity of any indebtedness or other obligation of TCLN , or (c) an event that
would result in the creation or imposition of any lien, charge or encumbrance on
any asset of TCLN .
3.15 Full Disclosure. None of the
representations and warranties made by TCLN herein, or in any exhibit,
certificate or memorandum furnished or to be furnished by TCLN or on its behalf,
contains or will contain any untrue statement of material fact or omit any
material fact the omission of which would be misleading.
6
3.16 Assets. TCLN has
no assets or liabilities, other than those on the Financial
Statements
3.17 Material
Contracts. TCLN has no material contracts.
3.18 Indemnification. TCLN agrees
to indemnify, defend and hold ZZUSA harmless against and in respect of any and
all claims, demands, losses, costs, expenses, obligations, liabilities, damages,
recoveries and deficiencies, including interest, penalties and reasonable
attorney fees asserted by third parties against ZZUSA, which arise out of, or
result from (i) any breach by TCLN in performing any of its covenants or
agreements in this Agreement or in any schedule, certificate, exhibit or other
instrument furnished or to be furnished by TCLN under this
Agreement, (ii) a failure of any representation or warranty in this
Article III, or (iii) any untrue statement made by TCLN in this
Agreement.
3.19 Bulletin Board Trading
Status. TCLN shall be in compliance with all requirements for, and its
common stock shall continue to be quoted on, the Electronic Bulletin Board on
the Closing Date, such that the common stock of TCLN may continue to be so
quoted without interruption following the Closing Date.
7
ARTICLE
IV
Covenants
Prior to the Closing Date
4.1 Investigative Rights. Prior
to the Closing Date, each party shall provide to the other party, and such other
party’s counsel, accountants, auditors and other authorized representatives,
full access during normal business hours and upon reasonable advance written
notice to all of each party’s properties, books, contracts, commitments and
records for the purpose of examining the same. Each party shall
furnish the other party with all information concerning each party’s affairs as
the other party may reasonably request. If during the investigative
period one party learns that a representation of the other party was not
accurate, no such claim may be asserted by the party so learning that a
representation of the other party was not accurate.
4.2 Conduct of Business. Prior to
the Closing Date, each party shall conduct its business in the normal course and
shall not sell, pledge or assign any assets without the prior written approval
of the other party, except in the normal course of business. Neither
party shall amend its Articles of Incorporation or Bylaws (except as may be
described in this Agreement), declare dividends, redeem or sell stock or other
securities. Neither party shall enter into negotiations with any
third party or complete any transaction with a third party involving the sale of
any of its assets or the exchange of any of its common stock.
4.3 Confidential
Information. Each party will treat all non-public,
confidential and trade secret information received from the other party as
confidential, and such party shall not disclose or use such information in a
manner contrary to the purposes of this Agreement. Moreover, all such
information shall be returned to the other party in the event this Agreement is
terminated.
4.4 Notice of
Non-Compliance. Each party shall give prompt notice to the
other party of any representation or warranty made by it in this Agreement
becoming untrue or inaccurate in any respect or the failure by it to comply with
or satisfy in any material respect any covenant, condition or agreement to be
complied with or satisfied by it under this Agreement.
ARTICLE
V
Conditions
Precedent to TCLN ’s Performance
5.1 Conditions. TCLN ’s
obligations hereunder shall be subject to the satisfaction at or before the
Closing Date of all the conditions set forth in this Article V. TCLN
may waive any or all of these conditions in whole or in part without prior
notice; provided, however, that no such waiver of a condition shall constitute a
waiver by TCLN of any other condition of or any of TCLN ’s other rights or
remedies, at law or in equity, if ZZUSA shall be in default of any of its
representations, warranties or covenants under this Agreement.
5.2 Accuracy of Representations.
Except as otherwise permitted by this Agreement, all representations and
warranties by ZZUSA in this Agreement or in any written statement that shall be
delivered to TCLN by ZZUSA under this Agreement shall be true and accurate on
and as of the Closing Date as though made at that time.
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5.3 Performance. ZZUSA shall have
performed, satisfied and complied with all covenants, agreements and conditions
required by this Agreement to be performed or complied with by it on or before
the Closing Date.
5.4 Absence of Litigation. No
action, suit or proceeding, including injunctive actions, before any court or
any governmental body or authority, pertaining to the transaction contemplated
by this Agreement or to its consummation, shall have been instituted or
threatened against ZZUSA on or before the Closing Date.
5.5 Officer’s Certificate. ZZUSA
shall have delivered to TCLN a certificate dated the Closing Date signed by the
Chief Executive Officer of ZZUSA certifying that each of the conditions
specified in this Article has been fulfilled and that all of the representations
set forth in Article II are true and correct as of the Closing
Date.
ARTICLE
VI
Conditions
Precedent to ZZUSA’s Performance
6.1 Conditions. ZZUSA’s
obligations hereunder shall be subject to the satisfaction at or before the
Closing Date of all the conditions set forth in this Article VI. ZZUSA may waive
any or all of these conditions in whole or in part without prior notice;
provided, however, that no such waiver of a condition shall constitute a waiver
by ZZUSA of any other condition of or any of ZZUSA’s rights or remedies, at law
or in equity, if TCLN shall be in default of any of its representations,
warranties or covenants under this Agreement.
6.2 Accuracy of Representations.
Except as otherwise permitted by this Agreement, all representations and
warranties by TCLN in this Agreement or in any written statement that shall be
delivered to ZZUSA by TCLN under this Agreement shall be true and accurate on
and as of the Closing Date as though made at that time.
6.3 Performance. TCLN shall have
performed, satisfied and complied with all covenants, agreements and conditions
required by this Agreement to be performed or complied with by it on or before
the Closing Date.
6.4 Absence of Litigation. No
action, suit or proceeding before any court or any governmental body or
authority, pertaining to the transaction contemplated by this Agreement or to
its consummation, shall have been instituted or threatened against TCLN on or
before the Closing Date.
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6.5 Officer’s Certificate. TCLN
shall have delivered to ZZUSA a certificate dated the Closing Date signed by the
Chief Executive Officer of TCLN certifying that each of the conditions specified
in this Article has been fulfilled and that all of the representations set forth
in Article III are true and correct as of the Closing Date.
6.6 Payment of Liabilities. On or
before the Closing Date, TCLN shall have paid all outstanding obligations and
liabilities of TCLN through the Closing Date, including obligations created
subsequent to the execution of this Agreement.
6.7 Director of TCLN . On the
Closing Date, the sole Director of TCLN shall resign and elect as directors the
ZZUSA directors as set forth in Section 2.4.
6.8 Officers of TCLN . On the
Closing Date, the newly constituted Board of Directors of TCLN shall elect the
officers of ZZUSA as set forth in Section 2.4 and TCLN ’s existing executive
officer shall resign.
6.9 Cancellation of TCLN Common
Stock. On the Closing Date, ZZUSA shall cancel the 28,000,000 shares of
common stock returned by certain stockholders of TCLN pursuant to Section
1.4.
ARTICLE
VII
Closing
7.1 Closing. The closing of this
Agreement shall be held at the offices of Xxxxxx Xxxxxxx & Xxxxxx LLP at any
mutually agreeable time and date prior to February 1, 2010, unless extended by
mutual agreement. At the closing:
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(a)
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ZZUSA
shall deliver to TCLN (i) copies of Exhibit 1.2 executed by all of the
ZZUSA Security Holders, (ii) a schedule representing all of the
outstanding ZZUSA Shares duly endorsed to TCLN , (iii) the officer’s
certificate described in Section 5.5, and (iv) signed minutes of its
directors approving this Agreement;
and
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(b)
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TCLN
shall deliver to the ZZUSA Security Holders (i) certificates representing
an aggregate of 25,000,000 shares of TCLN ’s common stock pursuant to the
computations set forth in Exhibit 1.1 hereto, (ii) the officer’s
certificate described in Section 6.5, (iii) signed minutes of its sole
director approving this Agreement, and (iv) resignations of its sole
executive officer and director pursuant to Sections 6.7 and
6.8.
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ARTICLE
VIII
Covenants
Subsequent to the Closing Date
Registration and Listing.
Following the Closing Date, TCLN shall use its best efforts to continue TCLN ’s
common stock quotation on the Electronic Bulletin Board
ARTICLE
IX
Miscellaneous
9.1 Captions and Headings. The
Article and Section headings throughout this Agreement are for convenience and
reference only and shall not define, limit or add to the meaning of any
provision of this Agreement.
9.2 No Oral Change. This
Agreement and any provision hereof may not be waived, changed, modified or
discharged orally, but only by an agreement in writing signed by the party
against whom enforcement of any such waiver, change, modification or discharge
is sought.
9.3 Non-Waiver. The failure of
any party to insist in any one or more cases upon the performance of any of the
provisions, covenants or conditions of this Agreement or to exercise any option
herein contained shall not be construed as a waiver or relinquishment for the
future of any such provisions, covenants or conditions. No waiver by
any party of one breach by another party shall be construed as a waiver with
respect to any other subsequent breach.
9.4 Time of Essence. Time is of
the essence of this Agreement and of each and every provision
hereof.
9.5 Entire Agreement. This
Agreement contains the entire Agreement and understanding between the parties
hereto and supersedes all prior agreements and understandings.
9.6 Choice of Law. This Agreement
and its application shall be governed by the laws of the state of
Nevada.
9.7 Counterparts. This Agreement
may be executed simultaneously in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.
9.8 Notices. All notices,
requests, demands and other communications under this Agreement shall be in
writing and shall be deemed to have been duly given on the date of service if
served personally on the party to whom notice is to be given, or on the third
day after mailing if mailed to the party to whom notice is to be given, by first
class mail, registered or certified, postage prepaid, and properly addressed as
follows:
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TCLN
: Techs
Loanstar, Inc.
000 Xxxxx
Xxxxx Xxxxxx
Xxxxxx
Xxxx, Xxxxxx 00000
Attn: Xxxx
Xxxxxxxxxx, Chief Executive Officer
ZZUSA: ZenZuu
USA, Inc.
000
Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx
Xxxxx, XX. 33401
Attn: Xxxxx
Xxxx, Chief Executive Officer
9.9 Binding Effect. This
Agreement shall inure to and be binding upon the heirs, executors, personal
representatives, successors and assigns of each of the parties to this
Agreement.
9.10 Mutual Cooperation. The
parties hereto shall cooperate with each other to achieve the purpose of this
Agreement and shall execute such other and further documents and take such other
and further actions as may be necessary or convenient to effect the transaction
described herein.
9.11 Announcements. The
parties will consult and cooperate with each other as to the timing and content
of any public announcements regarding this Agreement.
9.12 Expenses. Each party will
bear their own expenses, including any broker’s or finder’s fees and the
expenses of their representatives, if any, and legal fees incurred at any time
in connection with this Agreement, excepting that the ZZUSA will pay attorneys’
fees of TCLN in the agreed amount of $15,000.
9.13 Survival of Representations and
Warranties. The representations, warranties, covenants and agreements of
the parties set forth in this Agreement or in any instrument, certificate,
opinion or other writing providing for in it, shall survive the Closing
Date.
9.14 Exhibits. As of the execution
hereof, the parties have provided each other with the exhibits described
herein. Any material changes to the exhibits shall be immediately
disclosed to the other party.
9.15 Termination, Amendment and
Waiver.
(a) Termination. This
Agreement may be terminated at any time prior to the Closing Date:
(1) By
mutual written consent of ZZUSA and TCLN ;
(2) By
either ZZUSA or TCLN ;
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(i)
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If
any court of competent jurisdiction or any governmental, administrative or
regulatory authority, agency or body shall have issued an order, decree or
ruling or taken any other action permanently enjoining, restraining or
otherwise prohibiting the transactions contemplated by this Agreement;
or
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(ii)
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If
the transaction shall not have been consummated on or before February 1,
2010.
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(3) By
ZZUSA, if TCLN breaches any of its representations or warranties hereof or fails
to perform in any material respect any of its covenants, agreements or
obligations under this Agreement; and
(4) By
TCLN , if ZZUSA breaches any of its representations or warranties hereof or
fails to perform in any material respect any of its covenants, agreements or
obligations under this Agreement.
(b) Effect of
Termination. In the event of termination of this Agreement by
either TCLN or ZZUSA, as provided herein, this Agreement shall forthwith become
void and have no effect, without any liability or obligation on the part of
ZZUSA or TCLN .
(c) Extension;
Waiver. At any time prior to the Closing Date, the parties
may, to the extent legally allowed, (a) extend the time for the performance of
any of the obligation of the other acts of the other parties, (b) waive any
inaccuracies in the representations and warranties contained herein or in any
document delivered pursuant hereto or waive compliance with any of the
agreements or conditions contained herein. Any agreement on the part
of a party to any such extension or waiver shall be valid only if set forth in
an instrument in writing signed on behalf of such party. The failure
of any party to this Agreement to assert any of its rights under this Agreement
or otherwise shall not constitute a waiver of such rights.
(d) Procedure for Termination,
Amendment, Extension or Waiver. A termination of this
Agreement, an amendment of this Agreement or an extension or waiver shall, in
order to be effective, require in the case of ZZUSA or TCLN , action by its
respective Board of Directors.
In witness whereof, the parties have
executed this Agreement Concerning the Exchange of Securities on the date
indicated above.
| TCLN TECHS LOANSTAR, INC. | ZENZUU USA, INC. |
| By: /S/ XXXX XXXXXXXXXX | By: /S/ XXXXX XXXX |
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Xxxx
Xxxxxxxxxx
Chief Executive Officer
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Xxxxx
Xxxx
Chief Executive Officer
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