Agreement for Change of Control
Of
Sooner
Holdings, Inc.
This agreement (the
"Agreement") is entered into effective July 17, 2008 by and
among Glen McKay,
("Glen McKay"); R.C.
Cunningham II and Thomas J. Kenan ("the
Sooner Pair");
and Sooner
Holdings, Inc., an Oklahoma corporation ("Sooner
Holdings").
In consideration
of the representations, promises and undertakings set
forth
below, the parties agree as follows:
1.
Representations
by Glen McKay to the Sooner Group -
o That he has
developed a business plan to purchase an equity
position in
an Infrastructure Company which will be lead
developer in the
construction
of an extension of the existing
monorail network in
Las Vegas,
Nevada that will connect to a
to-be-built high-speed train to southern California. In
addition,
Glen McKay will purchase an equity position in an associated
real
estate
development
company which
will capitalize on the
opportunities of
development
along
and near to their
transportation systems.
o that the
achievement of the
business plan includes, among other
matters, that Glen
McKay obtain
control of an
SEC-registered,
shell public
company that is in
good standing,
current in its
filing of periodic
reports with the SEC, and whose stock is
traded on the OTC Bulletin Board.
2.
Representations
of the Sooner Pair. The Sooner Pair represents to Glen
McKay
o that
they own, respectively, the following outstanding shares
of
common stock of Sooner Holdings, Inc., an Oklahoma corporation:
Cunningham - 9,224,008
and Kenan - 1,147,778,
which 10,371,786
shares constitute 81.7% of the 12,688,016 outstanding shares of
Sooner Holdings, Inc., and
o that
Sooner Holdings,
Inc. is an
SEC-registered,
shell public
company that is in
good standing, current in its filing of
periodic reports
with the SEC, and
whose stock is traded on the
OTC Bulletin Board.
3.
Glen McKay's
purchase of shares of
Sooner Holdings common
stock from
the Sooner pair. Glen
McKay promises to purchase from the Sooner Pair
9,124,008 of Cunningham's shares and 1,047,778 of Kenan's shares
for a
total consideration of
$650,000. Cunningham
promises to sell to Glen
McKay 9,124,008of his shares for $583,045, and Kenan promises to sell
to Glen McKay
1,047,778 of his shares for $66,955. Payment for these
shares shall be made
by Glen McKay by wire
transfer on or before 5
p.m., Central Daylight Time, August 15, 2008.
4.
Glen McKay's
purchase of 29,828,214
newly-issued
shares from Sooner
Holdings. Glen
McKay shall also purchase 29,828,214 shares of
newly-issued common
stock from Sooner Holdings at a purchase price of
Exhibit 10
Page 1 of 6 Pages
<PAGE>
$0.064 a share, and
Sooner Holdings agrees to sell to Glen McKay
29,828,214 shares of
its common stock at a purchase price of $0.064 a
share. This would involve the payment of $1,909,006 to Sooner
within 2
years. If it should be
inconvenient to pay that sum at that time, the
Corporation could extend the due date.
5.
The Closing. The
Closing of this Agreement shall be accomplished on or
before 4 p.m., Nevada,
USA Time, August 15, 2008 and shall consist of
the following:
5.1. Glen McKay
shall wire transfer the $650,000 described in
paragraph 3 above to the Sooner Pair at wire transfer
coordinates
to be provided by the Sooner Pair.
5.2. Provided they are given three days notice of the pending
Closing,
the Sooner Pair, upon
being notified that
the $650,000 has been
wired to their bank accounts, shall send, by Federal Express,
to
a designated
representative of Glen McKay the stock certificates
being purchased by the Glen McKay from them.
5.3. Sooner Holding
shall deliver by
Federal Express to one
of Glen
McKay designated by it -
o upon
receipt of payment for the shares identified in
paragraph 4 above, stock certificates for such shares,
o
documents signed
by the necessary officers of Sooner
Holdings that,
when filed or
delivered to the
addressees,
will amend the articles of incorporation of Sooner
Holdings
(i) to increase the authorized capital to 100,000,000 shares
of Preferred Stock, (ii) to increase the authorized capital
to 500,000,000 shares of Common Stock or an unlimited amount
of Common Stock,
and (iii) to change the name of Sooner
Holdings to "Las Vegas Titan Development Co., Ltd." or other
name designated by Glen McKay,
o
documents signed
by the necessary officers of Sooner
Holdings, for filing in Nevada and Oklahoma, that move from
Oklahoma to
Nevada the State of incorporation of the
company,
o signed
resignations of the
officers and directors of Sooner
Holdings, effective
upon receipt of
payment for the shares
designated in paragraphs 3 and 4 above,
o a Form
8-K, prepared for SEC filing by the new management of
Sooner Holdings,
describing the closing
of the transaction
described herein, the issuance of new shares of common stock
of Sooner Holdings, the change of its officers and directors
and the at-least
five-years background
of the new officers
and directors, and
o an
invoice to Sooner
Holdings from Fuller,
Tubb, Bickford
and Krahl for the
attorney's and staff's
work performed in
effecting the Closing described in this paragraph 5.
6.
Sooner
Holdings' further representations to Glen McKay. Sooner
Holdings' represents to Glen McKay as follows, which representations
shall continue through the Closing described in paragraph 5 above:
Exhibit 10
Page 2 of 6 Pages
<PAGE>
6.1. Financial Statements. Its financial statements as filed
with the
Securities and
Exchange Commission in a Form 10-KSB for the
fiscal period ended
September 30, 2007,
and interim
financial
statements for the
period ended June 30,
2008 in a Form
10-QSB
are correct in all material respects.
6.2. Articles and
Bylaws. Complete and accurate copies of the
Certificate and
Articles of
Incorporation and
Bylaws of Sooner
Holdings together with all amendments thereto to the date hereof
will be delivered to Glen McKay before the Closing.
6.3. Shareholders. A
complete list of all persons or entities holding
capital stock of SOONER HOLDINGS or any
