SHARE EXCHANGE AGREEMENT by and among ZEROS & ONES, INC. a Nevada Corporation, ROCKETSTREAM HOLDING CORPORATION a Nevada Corporation and ROCKETSTREAM HOLDING CORPORATION SHAREHOLDERS Dated as of May 10, 2006
by
and
among
ZEROS
& ONES, INC.
a
Nevada
Corporation,
ROCKETSTREAM
HOLDING CORPORATION
a
Nevada
Corporation
and
ROCKETSTREAM
HOLDING CORPORATION SHAREHOLDERS
Dated
as
of May 10, 2006
This
SHARE EXCHANGE AGREEMENT
(this
“Agreement”) is made and entered into as of May 10, 2006, by and among Zeros
& Ones, Inc., a Nevada corporation (“Zeros"), Rocketstream Holding
Corporation, a Nevada corporation (“RHC”), and each of the RHC Shareholders
listed on Schedule 1 hereto (the "RHC Shareholders"), with reference to the
following:
RECITALS
A. This
Agreement provides for the acquisition by Zeros of all of the issued and
outstanding shares of capital stock of RHC, such that RHC shall become a wholly
owned subsidiary of Zeros, and the issuance in exchange therefore of 48,235,000
shares of restricted common stock of Zeros to the RHC Shareholders.
B. The
board
of directors and shareholders of RHC and the board of directors of Zeros have
determined, subject to the terms and conditions set forth in this Agreement,
that the transactions contemplated hereby are desirable and in the best
interests of the parties hereto.
C.
The
parties to this Agreement desire that the transaction contemplated by the
provisions of this Agreement satisfy the requirements of Section 368 of the
Internal Revenue Code of 1986, as amended, and the regulations promulgated
pursuant thereto.
AGREEMENT
NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter
set forth and the mutual benefits to the parties to be derived herefrom, it
is
hereby agreed as follows:
ARTICLE
I
REPRESENTATIONS
AND WARRANTIES OF ZEROS
As
an
inducement to and to obtain the reliance of RHC, Zeros represents and warrants
as follows:
Section
1.1 Organization.
Zeros
is
a corporation duly organized, validly existing, and in good standing under
the
laws of Nevada and has the corporate power and is duly authorized and qualified
under all applicable laws, regulations, ordinances and orders of public
authorities to own all of its properties and assets and to carry on its business
in all material respects as it is now being conducted, including qualification
to do business as a foreign corporation in any jurisdiction in which the
character and location of the assets owned by it or the nature of the business
transacted by it requires qualification.
Section
1.2 Capitalization. The
authorized capitalization of Zeros consists of 100,000,000 shares of common
stock, $0.001 par value per share (“Zeros Common Shares”) and 2,000,000 shares
of preferred stock. As of the date hereof, Zeros has 43,560,002 Zeros Common
Shares issued and outstanding and no preferred stock issued and outstanding.
All
issued and outstanding Zeros Common Shares of Zeros are legally issued, fully
paid and nonassessable and are not issued in violation of the preemptive or
other rights of any person.
Section
1.4 Subsidiaries. Zeros
does not own directly or indirectly, any capital stock or have any interest
in
any other corporation, partnership or other form of business
organization.
Section
1.5 Title
and Related Matters. Zeros
has
good and marketable title to and is the sole and exclusive owner of all of
its
properties, inventory, interests in properties and assets, real and personal
(collectively, the "Assets") which are reflected in its most recent balance
sheet or were acquired after the date thereof (except properties, interests
in
properties and assets sold or otherwise disposed of since such date in the
ordinary course of business), free and clear of all liens, pledges, charges
or
encumbrances.
Section
1.6 No
Conflict With Other Instruments.
To
Zeros’ knowledge, the execution of this Agreement and the consummation of the
transactions contemplated by hereby will not result in the breach of any term
or
provision of, or constitute an event of default under, any material contract,
agreement or instrument to which Zeros is a party or to which any of its
properties or operations are subject.
Section
1.7 Compliance
With Laws and Regulations.
To
Zeros’ knowledge, Zeros has complied with all applicable statutes and
regulations of any federal, state or other governmental entity or agency
thereof, except to the extent that noncompliance would not materially and
adversely affect the business, operations, properties, assets or financial
condition of Zeros or would not result in Zeros’ incurring any material
liability.
Section
1.8 Acquisition
for Investment.
Zeros
is acquiring the RHC Shares for investment, and not with a view to or for sale
in connection with any distribution thereof.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES
OF
RHC AND RHC SHAREHOLDERS
As
an
inducement to, and to obtain the reliance of Zeros, RHC and the RHC Shareholders
represent and warrant, jointly and severally, as follows:
Section
2.1 Organization. RHC
is a
corporation duly organized, validly existing and in good standing under the
laws
of Nevada and has the corporate power and is duly authorized and qualified
under
all applicable laws, regulations, ordinances and orders of public authorities
to
own all of its properties and assets and to carry on its business in all
material respects as it plans to conduct. The execution, delivery and
performance of this Agreement do not and the consummation of the transactions
contemplated by this Agreement in accordance with the terms hereof will not,
violate any provision of RHC's Articles of Incorporation or Bylaws. RHC has
full
power, authority and legal right and has taken all action required by law,
its
Articles of Incorporation and Bylaws or otherwise to authorize the execution
and
delivery of this Agreement.
Section
2.2 Capitalization. The
authorized capitalization of RHC consists of 100,000 shares of Common Stock,
$.001 par value, of which 48,235 shares (the “RHC Shares”) are presently, and
will be immediately prior to the Closing, issued and outstanding. RHC has no
preferred shares issued or authorized. The RHC Shareholders are the sole
beneficial and record owners of the RHC Shares, and such RHC Shareholders
presently have and at the Closing will have the unqualified right to transfer
and dispose of such RHC Shares. All issued and outstanding shares are legally
issued, fully paid and nonassessable and are not issued in violation of the
preemptive or other rights of any person.
Section
2.3 Options
and Warrants.
There
are no outstanding options, warrants, calls, convertible securities, or rights
of any kind to acquire any securities of RHC.
Section
2.4 Subsidiaries. RHC
does
not own directly or indirectly, any capital stock or have any interest in any
corporation, partnership or other form of business organization other than
RocketStream, Inc., a Georgia corporation (“RS”). RHC owns 100% of the
outstanding shares of RS. Unless the context herein requires otherwise, all
references in this Section 2 to RHC includes RS.
Section
2.6 Liabilities.
Except
as set forth in Schedule 2.7, RHC has no liabilities or obligations (whether
known or unknown, contingent or absolute, matured, unmatured or otherwise)
that
are not reflected or reserved against in the Financial Statements, including,
without limitation, any liabilities with respect to the payment of any country,
federal, state, county, local or other taxes (including any deficiencies,
interest or penalties).
Section
2.7 Absence
of Certain Changes or Events. Since
May
1, 2006:
(a) RHC
has
not: (i) amended its Articles of Incorporation or Bylaws; (ii) waived any rights
of value which individually or in the aggregate are material considering the
business of RHC; or (iii) made any accrual or arrangement for or payment of
bonuses or special compensation of any kind or any severance or termination
pay
to any present or former officer or employee;
(b) RHC
has
not: (i) granted or agreed to grant any options, warrants or other rights for
its certificates, bonds or other corporate securities calling for the issuance
thereof, which option, warrant or other right has not been canceled as of the
Closing Date; (ii) borrowed or agreed to borrow any funds or incurred or become
subject to, any material obligation or liability (absolute or contingent) except
liabilities incurred in the ordinary course of business;
(c) RHC
has
not become subject to any law or regulation which materially and adversely
affects, or in the future may adversely affect, the business, operations,
properties, assets or financial condition of RHC .
Section
2.8 Litigation
and Proceedings. There
are
no actions, suits, proceedings or investigations pending or, to RHC’s best
knowledge, threatened by or against RHC, affecting RHC or its properties, at
law
or in equity, before any court or other governmental agency or instrumentality,
domestic or foreign or before any arbitrator of any kind that would have a
material adverse affect on the business, operations or financial condition
of
RHC.
Section
2.9 No
Conflict With Other Instruments.
The
execution, delivery and performance of this Agreement and the consummation
of
the transactions contemplated hereby will not result in the breach of any term
or provision of, or constitute an event of default under, any contract,
agreement or instrument to which RHC is a party or to which any of its
properties or operations are subject.
Section
2.10 Authorizations;
Permits; Licenses. RHC
has
all licenses, franchises, permits or other governmental authorizations legally
required to enable RHC to conduct its business as conducted on the date hereof.
Except for compliance with federal and state securities and corporation laws,
as
hereinafter provided, no authorization, approval, consent or order of, or
registration, declaration or filing with, any court or other governmental body
is required in connection with the execution, delivery and performance by RHC
of
this Agreement and the consummation of RHC of the transactions contemplated
hereby.
Section
2.12 Compliance
With Laws and Regulations.
RHC has
complied with all applicable statutes and regulations of any federal, state
or
other governmental entity or agency thereof, except to the extent that
noncompliance would not materially and adversely affect the business,
operations, properties, assets or financial condition of RHC or would not result
in RHC's incurring any material liability.
Section
2.13 Authority. RHC
and
each of the RHC Shareholders has full power and authority to enter into this
Agreement and to carry out the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized and approved by all of the RHC
Shareholders and the board of directors of RHC and no other corporate or other
proceedings on the part of RHC or the RHC Shareholders are necessary to
authorize this Agreement and the transactions contemplated hereby.
Section
2.14 Information. The
information concerning RHC as set forth in this Agreement is complete and
accurate in all material respects and does not contain any untrue statement
of a
material fact or omit to state a material fact required to make the statements
made, in light of the circumstances under which they were made, not
misleading.
Section
2.15 Securities
Laws.
The RHC
Shareholders acknowledge that the Zeros Common Shares to be delivered pursuant
to this Agreement are not being registered under the Securities Act of 1933,
as
amended (the "Securities Act"), on the ground that the offer and sale of the
Zeros Common Shares are exempt from the registration provisions of Section
5 of
the Securities Act pursuant to Section 4(2) thereof, as transactions by an
issuer not involving any public offering, and/or may be deemed not to involve
an
offer or sale within the meaning of Section 5 of the Securities Act pursuant
to
Regulation D promulgated thereunder, and that the Zeros Common Shares being
delivered pursuant hereto may not be resold in any transaction subject to
Section 5 of the Securities Act unless registered or an exemption from
registration is available for such sale, and that the certificates representing
such Zeros Common Shares will bear substantially the following legend:
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”),
OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION OR QUALIFICATION
AFFORDED BY SUCH SECURITIES LAWS, AND HAVE BEEN ACQUIRED BY THE HOLDER FOR
INVESTMENT PURPOSES ONLY. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED OR HYPOTHECATED, OR OFFERED FOR SALE, TRANSFER, ASSIGNMENT OR
HYPOTHECATION, WITHIN THE UNITED STATES OR ANY OF ITS TERRITORIES OR TO A UNITED
STATES PERSON, UNLESS (i) THE SECURITIES ARE REGISTERED UNDER SECTION 5 OF
THE
SECURITIES ACT, OR (ii) THE PROPOSED TRANSACTION IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT. THE TRANSFER AGENT
(OR THE COMPANY IF THEN ACTING AS ITS TRANSFER AGENT) WILL REFUSE TO TRANSFER
THESE SECURITIES UNLESS PRESENTED WITH A WRITTEN OPINION SATISFACTORY TO COUNSEL
FOR THE COMPANY (OR A NO-ACTION OR INTERPRETIVE LETTER FROM THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION) TO THE EFFECT THAT SUCH REGISTRATION IS
NOT
REQUIRED UNDER THE CIRCUMSTANCES OF SUCH SALE, TRANSFER, ASSIGNMENT OR
HYPOTHECATION.
Section
2.16 Acquisition for Investment.
The
Zeros Common Shares to be delivered pursuant to this Agreement are being
acquired by the RHC Shareholders for investment and not with a view to or for
sale in connection with any distribution thereof.
ARTICLE
III
EXCHANGE
PROCEDURE; CLOSING
Section
3.1 Share
Exchange/Delivery of RHC Shares.
At the
Closing, the holders of RHC Shares (or any other outstanding security of RHC,
including, but not limited to, options, warrants, conversion rights or other
equity interests) shall deliver to Zeros (i) certificates or other documents
evidencing all of the issued and outstanding RHC Shares (and any other
outstanding security of RHC, including, but not limited to, options warrants,
conversion rights or other equity interests), duly endorsed in blank or with
executed powers attached thereto in transferable form, such that RHC shall
become a wholly owned subsidiary of Zeros as of the Closing.
Section
3.2 Issuance
of Zeros Common Shares. In
exchange for all of the RHC Shares delivered to Zeros pursuant to Section 3.1
above, Zeros shall issue one thousand shares for each RHC Share, for an
aggregate of 48,235,000 "restricted" Zeros Common Shares to the RHC
Shareholders, with each such RHC Shareholder to receive that number of Zeros
Common Shares set forth opposite such RHC Shareholder’s name on Schedule I
hereto. Such shares shall be "restricted" in accordance with Rule 144 of the
Securities Act of 1933.
Section
3.3 Closing. The
closing of the transactions contemplated by this Agreement (the “Closing”) shall
take place at 10:00 am Pacific Time at the offices of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
LLP, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ be on or before
May
10, 2006 or on such other date as may be mutually agreed upon by the parties
(the “Closing Date”).
ARTICLE
IV
DIRECTORS
Section
4.1 Directors
of RHC After Acquisition.
Deleted.
ARTICLE
V
SPECIAL
COVENANTS
Section
5.1 Access
to Properties and Records.
Prior to
the Closing, RHC will afford to the officers and authorized representatives
of
Zeros the full access to the properties, books and records of RHC, in order
that
Zeros may have full opportunity to make such reasonable investigation as it
shall desire to make of the affairs of RHC, and will furnish Zeros with such
additional financial and operating data and other information as to the business
and properties of RHC as Zeros shall from time to time reasonably
request.
Section
5.2 Mutual
Release with ▇▇▇▇▇▇▇▇▇.
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ and Zeros, and, as the case may be, its/his past and present
employees, officers, directors, agents, executors, administrators, trustees,
partners, members, managers, representatives, parents, subsidiaries, controlled
entities and affiliates, successors and assigns, forever discharge and release
the other party, Zeros or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, and each of
its/his past and present employees, officers, directors, agents, attorneys,
insurers, representatives, assigns, subsidiaries, parents, predecessors,
successors and related entities from any and all claims, damages, actions,
judgments, obligations, attorneys' fees, indemnities, subrogations, duties,
demands, controversies and liabilities of every nature at law or in equity,
liquidated, or unliquidated, known or unknown, matured or unmatured, foreseeable
or unforeseeable, which they had or have arising out of any circumstance, thing,
or event alleged, or arising out of the Agreement of Purchase and Sale of Assets
entered into by and between Zeros and ▇▇▇▇▇▇▇▇▇ as of November 18,
2003.
Section
5.3 Mutual
Release with ▇▇▇▇▇▇▇.
▇▇▇▇
▇▇▇▇▇▇▇ and Zeros, and, as the case may be, its/his past and present employees,
officers, directors, agents, executors, administrators, trustees, partners,
members, managers, representatives, parents, subsidiaries, controlled entities
and affiliates, successors and assigns, forever discharge and release the other
party, Zeros or ▇▇▇▇▇▇▇, as the case may be, and each of its/his past and
present employees, officers, directors, agents, attorneys, insurers,
representatives, assigns, subsidiaries, parents, predecessors, successors and
related entities from any and all claims, damages, actions, judgments,
obligations, attorneys' fees, indemnities, subrogations, duties, demands,
controversies and liabilities of every nature at law or in equity, liquidated,
or unliquidated, known or unknown, matured or unmatured, foreseeable or
unforeseeable, which they had or have arising out of any circumstance, thing,
or
event alleged, or arising out of any verbal or written agreement for Zeros
to
acquire shares or assets of M Holdings, Inc., a California corporation entered
into in 2003.
Section
5.4 Registration
Rights.
If (but
without any obligation to do so) Zeros proposes to register (including for
this
purpose a registration effected by Zeros for stockholders other than the RHC
Shareholder (each a “Purchaser”)) any of its stock or other securities under the
Securities Act in connection with the public offering of such securities solely
for cash (other than a registration relating solely to the sale of securities
to
participants in an ▇-▇, ▇-▇, or any other registration on any form which does
not include substantially the same information as would be required to be
included in a registration statement covering the sale of the Zeros common
stock
acquired by Purchaser (“Registrable Securities”) or a registration in which the
only Common Stock being registered is Common Stock issuable upon conversion
of
debt securities which are also being registered), Zeros shall, at such time,
promptly give each Purchaser written notice of such registration. Upon the
written request of each Purchaser given within fourteen (14) days after mailing
of such notice by Zeros, Zeros shall, use its best efforts to cause to be
registered under the Securities Act all of the Registrable Securities that
such
Purchaser has requested to be registered.
ARTICLE
VI
CONDITIONS
PRECEDENT TO OBLIGATIONS OF ZEROS
The
obligations of Zeros under this Agreement are subject to the satisfaction,
at or
before the Closing, of the following conditions:
Section
6.1 Accuracy
of Representations. The
representations and warranties made by RHC in this Agreement were true when
made
and shall be true at the Closing with the same force and effect as if such
representations and warranties were made at the Closing (except for changes
therein permitted by this Agreement), and RHC shall have performed or complied
with all covenants and conditions required by this Agreement to be performed
or
complied with by RHC prior to or at the Closing.
Section
6.2 Shareholder
and Director Approval. All
of
the directors and all of the holders of the issued and outstanding shares of
Common Stock of RHC shall have approved this Agreement and the transactions
contemplated hereby.
Section
6.3 No
Material Adverse Change. Prior
to
the Closing Date, there shall not have occurred any material adverse change
in
the financial condition, business or operations of, nor shall any event have
occurred which, with the lapse of time or the giving of notice, may cause or
create any material adverse change in the financial condition, business or
operations of RHC.
Section
6.4 Other
Items. Zeros
shall have received such further documents, certificates or instruments relating
to the transactions contemplated hereby as Zeros may reasonably
request.
ARTICLE
VII
CONDITIONS
PRECEDENT TO OBLIGATIONS OF RHC
The
obligations of RHC under this Agreement are subject to the satisfaction, at
or
before the Closing (unless otherwise indicated herein), of the following
conditions:
Section
7.1 Accuracy
of Representations. The
representations and warranties made by Zeros in this Agreement were true when
made and shall be true as of the Closing (except for changes therein permitted
by this Agreement) with the same force and effect as if such representations
and
warranties were made at and as of the Closing, and Zeros shall have performed
and complied with all covenants and conditions required by this Agreement to
be
performed or complied with by Zeros prior to or at the Closing.
Section
7.2 Director
Approval.
The
board of directors of Zeros shall have approved this Agreement and the
transactions contemplated hereby.
Section
7.3 No
Material Adverse Change.
Prior to
the Closing, there shall not have occurred any material adverse change in the
financial condition, business or operations or nor shall any event have occurred
which, with the lapse of time or the giving of notice, may cause or create
any
material adverse change in the financial condition, business or operations
of
Zeros.
Section
7.4 Other
Items. RHC
shall
have received such further documents, certificates or instruments relating
to
the transactions contemplated hereby as RHC may reasonably request.
ARTICLE
VIII
MISCELLANEOUS
Section
8.1 Brokers
and Finders. Each
party hereto hereby represents and warrants that it is under no obligation,
express or implied, to pay any commission, brokerage or finder’s fees in
connection with the bringing of the parties together in the negotiation,
execution, or consummation of this Agreement. The parties each agree to
indemnify the other against any claim by any third person for any commission,
brokerage or finder's fee or other payment with respect to this Agreement or
the
transactions contemplated hereby based on any alleged agreement or understanding
between the indemnifying party and such third person, whether express or implied
from the actions of the indemnifying party.
Section
8.2 Governing
Law.
This
Agreement shall be construed and interpreted in accordance with the laws of
the
State of California.
Section
8.3 Notices.
Any
notices or other communications required or permitted hereunder shall be deemed
sufficiently given if personally delivered to it or sent by registered mail
or
certified mail, postage prepaid, or by prepaid telegram addressed as
follows:
If
to
Zeros: ▇▇.
▇▇▇▇
▇▇▇▇▇▇▇
Zeros
and
Ones, Inc.
Chief
Executive Officer
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇
▇
▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
If
to RHC
: ▇▇.
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
Rocketstream
Holding Corporation
Chief
Executive Officer
▇▇
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
or
such
other addresses as shall be furnished in writing by any party in the manner
for
giving notices hereunder, and any such notice or communication shall be deemed
to have given as of the date so delivered, mailed or telegraphed.
Section
8.4 Attorneys'
Fees.
In the
event that any party institutes any action or suit to enforce this Agreement
or
to secure relief from any default hereunder or breach hereof, the breaching
party or parties shall reimburse the non-breaching party or parties for all
costs, including reasonable attorneys' fees, incurred in connection therewith
and in enforcing or collecting any judgment rendered therein.
Section
8.5 Entire
Agreement.
This
Agreement represents the entire agreement between the parties relating to the
subject matter hereof. This Agreement alone fully and completely expresses
the
agreement of the parties relating to the subject matter hereof. There are no
other courses of dealing, understanding, agreements, representations or
warranties, written or oral, except as set forth herein. This Agreement may
not
be amended or modified, except by a written agreement signed by all parties
hereto.
Section
8.6 Survival;
Termination.
The
representations, warranties and covenants of the respective parties shall
survive the Closing Date and the consummation of the transactions herein
contemplated for six (6) months from the Closing Date.
Section
8.7 Counterparts.
This
Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which taken together shall be but a single
instrument.
Section
8.8
Amendment or Waiver.
Every
right and remedy provided herein shall be cumulative with every other right
and
remedy, whether conferred herein, at law, or in equity, and may be enforced
concurrently herewith, and no waiver by any party of the performance of any
obligation by the other shall be construed as a waiver of the same or any other
default then, theretofore, or thereafter occurring or existing. At any time
prior to the Closing Date, this Agreement may be amended by a writing signed
by
all parties hereto, with respect to any of the terms contained herein, and
any
term or condition of this Agreement may be waived or the time for performance
hereof may be extended by a writing signed by the party or parties for whose
benefit the provision is intended.
Section
8.9 Incorporation
of Recitals.
All of
the recitals hereof are incorporated by this reference and are made a part
hereof as though set forth at length herein.
Section
8.10 Expenses.
Each
party hereto shall bear all of their respective costs and expenses incurred
in
connection with the negotiation of this Agreement and in the consummation of
the
transactions contemplated hereby and the preparation hereof.
Section
8.11 Headings;
Context.
The
headings of the sections and paragraphs contained in this Agreement are for
convenience of reference only and do not form a part hereof and in no way
modify, interpret or construe the meaning of this Agreement.
Section
8.12 Assignment.
This
Agreement shall not be assigned by any party without the prior written consent
of the other parties.
Section
8.14 Severability. In
the
event that any particular provision or provisions of this Agreement or the
other
agreements contained herein shall for any reason hereafter be determined to
be
unenforceable, or in violation of any law, governmental order or regulation,
such unenforceability or violation shall not affect the remaining provisions
of
such agreements, which shall continue in full force and effect and be binding
upon the respective parties hereto.
Section
8.15 Construction.
The
language of this Agreement shall not be construed for or against any party
hereto, regardless of who drafted or was principally responsible for drafting
the Agreement or terms or conditions hereof.
Section
8.16 Execution
Knowing and Voluntary.
In
executing this Agreement, the parties severally acknowledge and represent that
each: (a) has fully and carefully read and considered this Agreement; (b) has
been or has had the opportunity to be fully apprized by legal counsel of the
effect and meaning of this document and all terms and conditions hereof; and
(c)
is executing this Agreement voluntarily, free from any influence, coercion
or
duress of any kind.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Share Exchange Agreement to be duly executed
by
their duly authorized representatives as of the date first above
written.
|
ZEROS
& ONES, INC.
By:
_____________________________________
▇▇▇▇
▇. ▇▇▇▇▇▇▇, President and CEO
|
ROCKETSTREAM
HOLDING CORPORATION
By:
_____________________________________
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, Chief Executive Officer
|
|
RHC
SHAREHOLDER SIGNATURE
See
Attached Schedule I
Print
SSN or Taxpayer ID of Rocketstream Holding Corporation
Shareholder
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See
Attached Schedule I
Print
Name of Rocketstream Holding Corporation Shareholder
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Shareholder
is a(n):
____
individual
____
tenants in the entirety
____
corporation (an officer must sign)
____
partnership (all general partners must sign)
____
trust
____
limited liability company
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19,235
shares of Rocketstream Holding Corporation common stock held
State
of Shareholder’s Residence:
See
Attached Schedule I
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Print
Name of Joint Shareholder
(if
applicable)
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Signature
of Attorney-In-Fact and
Proxy
Holder ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Attorney-in-Fact
and Proxy Holder
Print
Title of Signing Person
(if
signatory is a corporation, partnership or other similar
entity)
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Signature
of Joint Shareholder
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Address
of Shareholder:
Facsimile
No.:
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SCHEDULE
I
LIST
OF RHC SHAREHOLDERS
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
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200,000
|
|
▇▇▇▇
▇▇▇▇▇▇▇▇
|
100,000
|
|
▇▇▇▇
▇▇▇▇▇▇
|
100,000
|
|
▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇
|
600,000
|
|
▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
|
1,500,000
|
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
15,000
|
|
▇▇▇▇▇▇▇
Best
|
25,000
|
|
▇▇▇▇▇▇▇
▇▇▇▇▇
|
60,000
|
|
▇▇▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
50,000
|
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
|
750,000
|
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
|
200,000
|
|
▇▇▇▇
▇▇▇▇▇▇▇
|
150,000
|
|
Keri
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
|
180,000
|
|
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
|
40,000
|
|
▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
|
15,000,000
|
|
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
|
1,500,000
|
|
▇▇▇▇▇▇▇
Enterprises
|
500,000
|
|
▇▇▇▇▇▇▇
& ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
|
2,000,000
|
|
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
|
1,500,000
|
|
J2
Ventures, LLC.
|
1,000,000
|
|
▇▇▇▇
▇▇ ▇▇▇
|
30,000
|
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
240,000
|
|
▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
|
1,000,000
|
|
▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
14,000,000
|
|
Lamoi
International Limited
|
500,000
|
|
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ Laraya
|
30,000
|
|
▇▇▇▇▇
▇▇▇▇▇▇▇
|
100,000
|
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
|
250,000
|
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇
|
480,000
|
|
▇▇▇▇▇▇
▇▇▇▇▇
|
30,000
|
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇
|
300,000
|
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
|
15,000
|
|
▇▇▇
▇. ▇▇▇▇▇▇
|
75,000
|
|
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
|
300,000
|
|
▇▇▇▇▇
▇▇▇▇▇▇
|
400,000
|
|
▇▇▇▇▇▇
▇. ▇▇▇▇
|
30,000
|
|
▇▇▇▇▇▇
▇▇▇▇
|
30,000
|
|
▇▇▇▇▇▇▇
and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
|
100,000
|
|
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
|
145,000
|
|
Reno
▇. ▇▇▇▇▇'
|
500,000
|
|
▇▇▇▇
▇▇▇▇▇▇
|
25,000
|
|
▇▇▇▇▇▇▇▇
▇▇▇▇▇
|
100,000
|
|
▇▇▇▇▇
▇▇▇▇▇▇▇
|
60,000
|
|
▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
50,000
|
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
540,000
|
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
|
1,500,000
|
|
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
|
20,000
|
|
▇▇▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
|
25,000
|
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
|
600,000
|
|
▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
|
1,000,000
|
|
▇▇▇▇
▇▇▇▇▇▇▇▇
|
200,000
|
|
▇▇▇▇▇▇
▇. ▇▇▇▇
|
90,000
|