AGREEMENT
AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF
REORGANIZATION (the “Agreement”) is dated June
17, 2008, and is by and between Suncross Exploration
Corporation, a Nevada corporation (the “Company”)
and Team Nation Holding Corporation, a California corporation
(“Team Nation”).
R E C I T A L S
WHEREAS, the shareholders
of Team Nation ("Shareholders") own the shares of capital
stock of Team Nation as set forth in Schedule 1 attached
hereto, constituting all of the issued and
outstanding stock of Team Nation (the “Team Nation
Shares”);
WHEREAS, the
Company is a public company, required to file reports under
Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") and whose common stock is listed on the OTC
Electronic Bulletin Board under the symbol
SNXX.OB;
WHEREAS, the Board of
Directors of the Company and Team Nation deem it advisable
that the acquisition by the Company of Team Nation be
effected through an exchange (the "Exchange") of Team Nation
Shares pursuant to this Agreement;
WHEREAS, the Company
desires to acquire all of the outstanding Team Nation Shares
for shares of Common Stock of the Company.
A G R E E M E N T
NOW, THEREFORE, in
consideration of the mutual covenants and agreements
contained herein and in reliance upon the
representations and warranties hereinafter set forth,
the parties agree as follows:
I. EXCHANGE
1.01
Exchange
. The Shareholders shall exchange all of their
Team Nation Shares for a total of 25,000,000 shares of Common
Stock of the Company (the "Common Stock") at the Closing of
this Agreement. Immediately prior to Closing there shall be
20,771,750 shares of Common Stock outstanding, so that after
Closing the Company shall have outstanding 45,771,750 shares
of Common Stock.
1.02.
Closing
. The Closing of the transactions contemplated by
this Agreement (the "Closing") is subject to due diligence
and the completion of the events set forth in Section 6.01
hereof, but in any event is expected to take place
on or before June 30, 2008 at the corporate offices of Team
Nation.
1.03.
Deliveries
. Upon Closing, the parties are delivering the
following documents:
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1.03(a). The
items and documents set forth in Sections 1.01 and
1.02.
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1.03(b). The
Company shares of Common Stock described in Section
1.01.
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1.03(c). The
Company shall deliver the resignations of all of its current
officers and directors, and board resolutions electing Dennis
Duffy, Norman J. Francis, Daniel Duffy and Janis Okerlund to the
Board of Directors of the Company, Norman J. Francis as President,
Dennis Duffy as Chief Executive Officer, Daniel J. Duffy as
Executive Vice President, Janis Okerlund as Executive Vice
President and David Cole as Vice President and Chief Financial
Officer.
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1.04.
Filings . Immediately following the Closing, the
Company shall file the following documents:
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1.04(a). A
Current Report on Form 8-K with the U.S. Securities and Exchange
Commission, reporting the transactions set forth in this
Agreement.
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1.04(b). A
Certificate of Amendment to the Certificate of Incorporation of the
Company with the Nevada Secretary of State changing the name of the
Company to "Team Nation Holdings Corporation" or a similar name as
may be determined by the Board of Directors.
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II.
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REPRESENTATIONS AND WARRANTIES OF TEAM NATION AND
COFFEE
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Team Nation represents
and warrants to the Company as follows, as of the date
of this Agreement and as of the Closing:
2.01.
Organization
.
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2.01(a). Team
Nation is a corporation duly organized, validly existing
and in good standing under the laws of the State of
California; Team Nation has the corporate power and
authority to carry on its business as presently
conducted; and Team Nation is qualified to do business in
all jurisdictions where the failure to be so qualified
would have a material adverse effect on its
business.
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2.02.
Capitalization
.
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2.02(a). The
authorized capital stock and the issued and outstanding shares of
Team Nation is as set forth on Exhibit 2.02(a). All of
the issued and outstanding shares of Team Nation are duly
authorized, validly issued, fully paid and
nonassessable.
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2.02(b). Except
as set forth in Exhibit 2.02(b) there are no outstanding options,
warrants, or rights to purchase any securities of Team
Nation.
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2.03.
Subsidiaries
and Investments . Team Nation does not own
any capital stock or have any interest in any
corporation, partnership or other form of business
organization, except as described in Exhibit 2.03
hereto.
2.04.
Financial
Statements . The financial statements of
Team Nation as of and for the two years ended December 31,
2007, including the balance sheet as of December 31, 2007 and
the related audited statement of operations, cash flows and
changes in stockholders' equity for the two years then ended
present fairly the financial position and results of
operations of Team Nation, on a consistent
basis.
2.05.
No
Undisclosed Liabilities . To the best
knowledge of Team Nation, other than as described in Exhibit
2.05 attached hereto, Team Nation is not subject to any
material liability or obligation of any nature,
whether absolute, accrued, contingent, or
otherwise and whether due or to become due, which
is not reflected or reserved against in the Financial
Statements, except those incurred in the normal course
of business.
2.06.
Absence
of Material Changes . Since December 31,
2007, except as described in any Exhibit attached hereto or
as required or permitted under this Agreement, there has
not been:
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2.06(a). any
material adverse change in the condition (financial or otherwise)
of the properties, assets, liabilities or business of Team Nation,
except changes in the ordinary course of business which,
individually and in the aggregate, have not been
materially adverse;
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2.06(b). any
redemption, purchase or other acquisition of any shares of the
capital stock of Team Nation, or any issuance of any shares of
capital stock or the granting, issuance or exercise of any
rights, warrants, options or commitments by Team Nation relating to
their authorized or issued capital stock; or
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2.06(c). any
change or amendment to the Certificate of Incorporation of
Team Nation.
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2.07.
Litigation
. Except as set forth in Exhibit 2.07
attached hereto, to the best knowledge of Team Nation
there is no litigation, proceeding or investigation pending
or threatened against Team Nation affecting any of its
properties or assets against any officer, director, or
stockholder of Team Nation that might result, either in any
case or in the aggregate, in any material adverse change
in the business, operations, affairs or condition of
Team Nation or its properties or assets, or that
might call into question the validity of this
Agreement, or any action taken or to be taken pursuant
hereto.
2.08.
Title
To Assets . Team Nation has good and
marketable title to all of its assets and properties now
carried on its books including those reflected in
the balance sheets contained in the Financial
Statements, free and clear of all liens, claims, charges,
security interests or other encumbrances, except as
described in Exhibit 2.08 attached hereto or any
other Exhibit.
2.09.
Transactions
with Affiliates, Directors and Shareholders
. Except as set forth in Exhibit 2.09 attached
hereto, there are and have been no contracts,
agreements, arrangements or other transactions between
Team Nation, and any officer, director, or
stockholder of Team Nation, or any corporation or
other entity controlled by the Shareholders, a member of
the Shareholders' families, or any affiliate of the
Shareholders.
2.10.
No
Conflict . The execution and delivery of
this Agreement and the consummation of the
transactions contemplated hereby will not conflict with or
result in a breach of any term or provision of, or
constitute a default under, the Articles of Incorporation
or Bylaws of Team Nation, or any agreement, contract
or instrument to which Team Nation is a party or by which
it or any of its assets are bound.
2.11.
Disclosure
. To the actual knowledge of Team Nation, neither
this Agreement, the Financial Statements nor any other
agreement, document, certificate or written or oral
statement furnished to the Company by or on behalf of Team
Nation in connection with the transactions
contemplated hereby, contains any untrue
statement of a material fact or when taken as a whole
omits to state a material fact necessary in
order to make the statements contained herein or
therein not misleading.
2.12.
Authority
. Team Nation has full power and authority to
enter into this Agreement and to carry out the
transactions contemplated herein. The
execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby, have been duly
authorized and approved by the Board of Directors of Team
Nation and, other than the actions described in Section 6.01,
no other corporate proceedings on the part of Team
Nation are necessary to authorize this Agreement and the
transactions contemplated hereby.
III. REPRESENTATIONS AND WARRANTIES OF THE
COMPANY
The Company hereby
represents and warrants to Team Nation as follows, as of
the date of this Agreement and as of the
Closing:
3.01.
Organization
.
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3.01(a). The
Company is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Nevada; has the
corporate power and authority to carry on its business as presently
conducted; and is qualified to do business in all
jurisdictions where the failure to be so qualified would have a
material adverse effect on the business of the
Company.
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3.01(b). The
copies of the Articles of Incorporation, of the Company, as
certified by the Secretary of State of Nevada, and the Bylaws
of the Company are complete and correct copies of the
Certificate of Incorporation and the Bylaws of the
Company as amended and in effect on the date
hereof. All minutes of meetings and actions in
writing without a meeting of the Board of Directors and
shareholders of the Company are contained in the minute book of the
Company and no minutes or actions in writing without a meeting have
been included in such minute book since such delivery to Team
Nation that have not also been delivered to Team
Nation.
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3.02.
Capitalization
of the Company . The authorized capital
stock of the Company consists of 100,000,000 shares of Common
Stock, par value $.001 per share, of which 20,771,750 shares
will be outstanding at Closing, and 20,000,000
shares of preferred stock, none of which is
outstanding. All outstanding shares are duly
authorized, validly issued, fully paid and
non-assessable.
3.03.
Subsidiaries
and Investments . The Company does not own
any capital stock or have any interest in any corporation,
partnership, or other form of business
organization.
3.04.
Authority
. The Company has full power and authority to
enter into this Agreement and to carry out the
transactions contemplated herein. The
execution and delivery of this Agreement, the consummation of
the transactions contemplated hereby, and the issuance of the
Company Shares in accordance with the terms hereof, have been
duly authorized and approved by the
