SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE
AGREEMENT (the
"Agreement") is effective as of the date this agreement is signed
by all parties.
Palm Grove
House, P.O. Box 438, Road Town,
Tortola,
British Virgin Islands
(“
Fullead ”)
800 Fifth
Avenue, Suite 4100
Seattle,
Washington 98104
("
PWRX ")
WHEREAS
:
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Fullead wishes
to acquire a controlling interest of PWRX, a company quoted on the
OTCBB under the symbol PWRX.OB for total consideration of
US$65,000.
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THIS AGREEMENT
WITNESSES THAT in
consideration of the premises and mutual covenants contained in
this Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties, intending to be legally bound hereby, agree as
follows:
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PWRX represents
that currently there are 38,043,000 common shares issued and
outstanding and no other securities issued or
outstanding.
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Fullead shall
subscribe for a private placement of newly issued 32,500,000 common
shares of PWRX for a price of US$65,000.
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It shall be a
condition precedent to closing and this Agreement being effective
that:
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Fullead shall
deposit US$65,000 into PWRX’s lawyer’s trust account to
be held until closing; and
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30,800,000
common shares of PWRX shall be cancelled.
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all outstanding
liabilities (including but not limited to contingent liabilities)
of PWRX shall be extinguished (using $15,000 of this $65,000
private placement with $10,000 being transferred to repay a
currently outstanding shareholder loan);
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$50,000 of this
private placement shall be transferred to PWRX’s lawyer as an
initial payment for a $75,000 flat fee for all legal work related
to the change of control and any upcoming merger; and
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the number of
members of the Board of Directors of PWRX shall be increased to 2,
and Darrin Zinger shall appoint as a director an individual
designated by Fullead, and then shall resign as an officer and
director of PWRX.
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No
amendment .
This
Agreement may not be amended without the written consent of each
party hereto.
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Presumption
.
This
Agreement or any section thereof shall not be construed against any
party due to the fact that said Agreement or any section thereof
was drafted by said party.
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Titles and
Captions .
All
article, section and paragraph titles or captions contained in this
Agreement are for convenience only and shall not be deemed part of
the context nor affect the interpretation of this Offer.
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Further
Action .
The
parties hereto shall execute and deliver all documents, provide all
information and take or forbear from all such action as may be
necessary or appropriate to achieve the purposes of this
Offer.
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Good Faith,
Cooperation and Due Diligence .
The
parties hereto covenant, warrant and represent to each other good
faith, complete cooperation, due diligence and honesty in fact in
the performance of all obligations of the parties pursuant to this
Offer. All promises and covenants are mutual and
dependent.
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Savings
Clause .
If
any provision of this Offer, or the application of such provision
to any person or circumstance, shall be held invalid, the remainder
of this Offer, or the application of such provision to persons or
circumstances other than those as to which it is held invalid,
shall not be affected thereby.
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Assignment
.
This
Agreement may not be assigned by either party hereto without the
written consent of the other, but shall be binding upon the
successors of the parties.
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Notices
.
All
notices required or permitted to be given under this Agreement
shall be given in writing and shall be delivered, either personally
or by express delivery service, to the party to be
notified. Notice to each party shall be deemed to have
been duly given upon delivery, personally or by courier, addressed
to the attention of the officer at the address set forth
heretofore, or to such other officer or addresses or by such other
means as either party may designate, upon at least five days
written notice, to the other party.
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Entire
Offer .
This
Agreement and the attached Exhibit A contain the entire
understanding and Agreement among the parties. There are no other
Offers, conditions or representations, oral or written, express or
implied, with regard thereto. This Agreement may be amended only in
writing signed by all parties.
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Waiver
.
A
delay or failure by any party to exercise a right under this Offer,
or a partial or single exercise of that right, shall not constitute
a waiver of that or any other right.
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Counterparts
.
This
Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same Offer. In the event that the document is
signed by one party and faxed to another the parties agree that a
faxed signature shall be binding upon the parties to this Agreement
as though the signature was an original.
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Counsel
.
The
parties expressly acknowledge that each has been advised to seek
separate counsel for advice in this matter and has been given a
reasonable opportunity to do so.
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Termination
. If
the funds contemplated by Section 2(a) of this Agreement are not
deposited into the PWRX’s counsel’s trust account by
July 10, 2009 this Agreement will automatically
terminate.
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FULLEAD
OVERSEAS LIMITED
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Per:
/s/ Li
Bin
Authorized
Signatory
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Date: July 2,
2009
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PROTECWERX
INC.
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Per:
/s/ Darrin
Zinger
Darrin Zinger,
CEO
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Date: July 2,
2009
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EXHIBIT
A
Protecwerx
Inc.
SUBSCRIPTION
AGREEMENT
(THE
“AGREEMENT”)
The undersigned
subscriber (the “Subscriber”) hereby subscribes for and
agrees to purchase 32,500,000 common shares (the
“Shares”) of Protecwerx Inc. Inc. (the
“Company”) at US$0.002 per share (the
“Shares”) for aggregate proceeds of US$65,000 (the
“Funds”), all on the terms and subject to the
conditions set forth in Schedule “A” attached
hereto.
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EXECUTION BY
SUBSCRIBER
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Tax ID or
social insurance number
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Signature of
Individual Subscriber or Authorized Signatory of Subscriber (if
Subscriber is not an individual)
________________________________________
Number and type
of securities of the Company directly and indirectly held by the
Subscriber
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Palm Grove
House, P.O. Box 438, Road Town, Tortola, British Virgin
Islands
________________________________________
Name of Contact
Person, if Subscriber not an individual
________________________________________
Telephone
Number of Subscriber or Contact Person
________________________________________
Facsimile
Number of Subscriber or Contact Person
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Executed by the
Subscriber this 2nd day of July, 2009.
Please complete
the following section if you require the certificate(s)
representing the Shares to appear in the name of an intermediary,
such as your broker, or require the certificate(s) delivered to an
address other than that shown above.
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REGISTRATION
INSTRUCTIONS
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DELIVERY
INSTRUCTIONS
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_____________________________________
Name to appear
on certificate(s)
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___________________________________
Name and
account reference, if applicable
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_____________________________________
Account
reference, if applicable
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___________________________________
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_____________________________________
_____________________________________
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___________________________________
___________________________________
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ACCEPTED by the
Company this 7 th
day of
July, 2009.
Per:
/s/ Darrin
Zinger
President
Schedule
“A”
In
consideration of the covenants and agreements herein, and the
payment of one dollar made by each party to the other, the receipt
and sufficiency of which is acknowledged by each party, the parties
agree as follows:
Delivery of
Documents and Funds
The Subscriber
hereby delivers to the Company:
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a completed and
executed copy of this Agreement; and
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a certified
check or bank draft for the Funds made payable to counsel for
Protecwerx Inc., or confirmation of wire transfer delivered in
trust for the benefit of Protecwerx Inc.
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The closing of
the transactions contemplated by this Agreement (the
“Closing”) will take place as subscriptions are
received by the Company.
At Closing,
the Company will deliver to the Subscriber the certificates
representing the Shares purchased by the Subscriber registered in
the name of the Subscriber or as directed on the cover page of this
Agreement.
Subscriber’s
Representations, Warranties, Covenants, Acknowledgements and
Agreements
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The Subscriber
represents and warrants to the Company, and acknowledges that the
Company is relying on these representations and warranties to,
among other things, ensure that it is complying with all of the
applicable securities legislation, that:
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the Subscriber
is purchasing as principal and is either :
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not a U.S.
person and is not acquiring the Shares for the account or benefit
of any U.S. person; OR
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a U.S. person
who is purchasing the Shares in a transaction that does not require
registration under the U.S. Securities Act.
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if the
Subscriber is a resident of an “International
Jurisdiction” (which means a jurisdiction other than the U.
S.), then:
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the Subscriber
is knowledgeable of, or has been independently advised as to, the
applicable securities legislation of the International Jurisdiction
which would apply to this subscription, if there are
any;
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the Subscriber
is purchasing the Shares pursuant to exemptions under the
securities legislation of that International Jurisdiction or, if
such is not applicable, the Subscriber is permitted to purchase the
Shares under the applicable securities legislation of the
International Jurisdiction without the need to rely on exemptions;
and
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the applicable
securities legislation does not require the Company to make any
filings or seek any approvals of any kind whatsoever from any
regulatory authority of any kind whatsoever in the International
Jurisdiction; and the Subscriber will, if requested by the Company,
deliver to the Company a certificate or opinion of local counsel
from the International Jurisdiction which will confirm the matters
referred to in subparagraphs (ii) and (iii) above to the
satisfaction of the Company, acting reasonably;
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if the
Subscriber is a U.S. Person (as defined under Regulation S
promulgated under the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”), which definition
includes an individual resident in the United States and an estate
or trust of which any executor or administrator or trustee,
respectively, is a U.S. Person), then:
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the Subscriber
understands that the Shares have not been and will not be
registered under the U.S. Securities Act or any applicable state
securities laws, and that the sale contemplated hereby is being
made in reliance on an exemption from registration pursuant to
Section 4(6) of the U.S. Securities Act to accredited investors (as
that term is defined in Rule 501(a) of Regulation D under the U.S.
Securities Act, (an “Accredited Investor”));
AND
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the Subscriber
agrees that if it decides to offer, sell or otherwise transfer any
of the Shares, it will not offer, sell or otherwise transfer any of
such Shares directly or indirectly, unless:
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the
Company’s securities are publicly traded on a national
securities exchange, the Nasdaq Stock Market or the OTC Bulletin
Board; or
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the Company
consents, in its sole discretion, in writing to such transfer and
the transfer is made outside the United States in a transaction
meeting the requirements of Rule 904 of Regulation S under the U.S.
Securities Act (“Regulation S”) (or s
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