AGREEMENT FOR THE EXCHANGE OF COMMON STOCK
THE
SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) NOR REGISTERED UNDER ANY STATE
SECURITIES LAWS AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE
144, UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933
ACT THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY.
This
Agreement for the Exchange of Common Stock (hereinafter referred to as the
“Agreement”) is made this 31st day of December,
2008, by and between Meltdown
Massage & Body, Inc., a Nevada corporation, (the “Issuer”), Pro-Tech Fire Protection Systems
Corp, a California corporation (the “Company”) and the Shareholders of the Company
listed in Exhibit “A” (hereinafter referred to as the “Shareholders”). The
Issuer, Company, and Shareholders are hereinafter referred to collectively as
the “Parties”.
In consideration of the mutual
promises, covenants, and representations contained herein, and other good and
valuable consideration,
THE PARTIES HERETO AGREE AS
FOLLOWS:
1. TERMS.
Subject
to the terms and conditions of this Agreement, the Issuer agrees to the
following:
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(a)
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the
consummation of the share exchange and the delivery of proceeds in
conjunction with the transactions contemplated by this Agreement shall be
complete on or before December 31, 2008 (the “Closing”) by that date the
Parties shall have delivered of all documents required to be delivered by
each Issuer and the Company to the other. In the event this transaction
has not closed on or before December 31, 2008, this Agreement shall become
null and void, unless extended by mutual written consent of the Parties.
The Closing is subject to the completion of due diligence by both Parties
to this agreement;
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(b)
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the
total capital stock of the Issuer after Closing shall be no Preferred
Shares and Fourteen Million Six Hundred Thousand (14,600,000) shares of
Common Stock;
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(c)
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the
Issuer at Closing shall issue to the Shareholders, Eleven Million One
Hundred Thousand shares (11,100,000) of common stock of Issuer, $.001 par
value in exchange for 100% of the issued and outstanding shares of
Company, such that Company shall be merged into and with Issuer such that
the Company shall be a wholly owned subsidiary of the
Issuer;
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(d)
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the
Issuer requires the Company to:
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1
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(i)
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Authorize
the requisite disclosure of the transaction with the Securities and
Exchange Commission ( the “SEC”) on Form 8-K to be filed within 4 business
days of the Closing if applicable;
and
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(ii)
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Execute
any and all documentation to reflect the intent of the parties that the
Company shall be retained as a wholly owned subsidiary of the
Issuer.
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(e)
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this
transaction is subject to delivery by the Issuer of all required documents
pre and post closing to effectuate the
transaction;
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(f)
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the
Issuer shall take all necessary corporate actions so that at closing, all
actions required of Issuer will be in accordance with the Bylaws of
Issuer; and
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(g)
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It
is intended that the transaction underlying this Agreement to qualify for
United States federal income tax purposes as a reorganization within the
meaning of Section 368 of the Internal Revenue Code of 1986, as amended.
However, both parties recognize that in the event the transaction
underlying this Agreement does not qualify for United States federal
income tax purposes as a reorganization within the meaning of Section 368
of the Internal Revenue Code of 1986, as amended, each party is separately
responsible for any tax consequences and indemnifies and holds
harmless the other party from and against any and all claims, demands,
actions, suits, proceedings, assessments, judgments, damages, costs,
losses and expenses, resulting from the that parties failure to pay their
tax liability for this transaction.
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2. REPRESENTATIONS OF ISSUER
The
Issuer is in good standing under the laws of Nevada, and has all necessary
corporate powers to own properties and carry on a business, and is duly
qualified to do business and is in good standing in Nevada. All
actions taken by the incorporators, directors and shareholders of Issuer have
been valid and in accordance with the laws of the State of Nevada.
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(a)
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Capital. The
authorized capital stock of Issuer consists of 5,000,000, shares of
preferred stock, $.001 par value of which no shares are issued and
outstanding, and (70,000,000) shares of common stock, $.001 par
value, of which Three Million Five Hundred Thousand shares (3,500,000) are
issued and outstanding. All outstanding shares are fully paid and
non-assessable, free of pre-emptive rights. At the Closing, there will be
no outstanding subscriptions, options, rights, warrants, convertible
securities, or other agreements or commitments obligating Issuer to issue
or to transfer from treasury any additional shares of its common capital
stock, except as may be disclosed in the Issuer SEC
filings.
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(b)
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SEC
Reports. Issuer has filed all required forms, reports,
statements, schedules and other documents with the Securities and Exchange
Commission (“SEC”) (collectively, the “Issuer SEC Reports”). The financial
statements, including all related notes and schedules, contained in the
Issuer SEC Reports (or incorporated by reference therein) fairly present
the consolidated financial position of Issuer as at the respective dates
thereof and the consolidated results of operations and cash flows of
Issuer for the periods indicated in accordance with generally accepted
accounting principles (“GAAP”) applied on a consistent basis throughout
the periods involved (except for changes in accounting principles
disclosed in the notes thereto) and subject in the case of interim
financial statements to normal year-end adjustments and the absence of
notes. For purposes of this Agreement, the balance sheet of
Issuer as of last filing date, September 30, 2008, is referred to as the
“Issuer Balance Sheet” and the date thereof is referred to as the “Issuer
Balance Sheet Date”.
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(c)
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Absence of
Changes. Since the Issuer Balance Sheet Date, there has
not been any change in the financial condition or operations of Issuer,
except changes in the ordinary course of business, which changes have not
in the aggregate been materially adverse to
Issuer.
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(d)
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Liabilities. Issuer
does not have any debt, liability, or obligation of any nature, whether
accrued, absolute, contingent, or otherwise, and whether due or to become
due, that is not reflected on the Issuers Balance Sheet. Issuer
is not aware of any pending, threatened, or asserted claims, lawsuits or
contingencies involving Issuer or its common stock. There is no
material dispute of any kind between Issuer and any third party, and no
such dispute will exist at Closing not fully disclosed to
Company.
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(e)
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Ability to Carry Out
Obligations. Issuer has the right, power, and authority to enter
into and perform its obligations under this Agreement. The execution and
delivery of this Agreement by Issuer and the performance by Issuer of its
obligations hereunder will not cause, constitute, or conflict with or
result in (a) any breach or violation or any of the provisions of or
constitute a default under any license, indenture, mortgage, charter,
instrument, articles of incorporation, bylaw, or other agreement or
instrument to which Issuer 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 cause Issuer to be liable to any
party, or (c) an event that would result in the creation or imposition of
any lien, charge, encumbrance on any asset of
Issuer.
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(f)
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Full
Disclosure. None of the representations and warranties
made by the Issuer in this Agreement, contains any untrue statement of a
material fact, or omits any material fact the omission of which would be
misleading.
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(g)
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Contract and
Leases. Issuer is currently carrying on its business and
is not a party to contracts, agreements, or lease other than those items
disclosed on the Issuer Balance Sheet. No person holds a power of attorney
from Issuer.
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(h)
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Compliance with
Laws. To the best of its knowledge, Issuer has complied
with all federal, state, and local statutes, laws, and regulations
pertaining to Issuer. To the best of its knowledge, Issuer has
complied with all federal and state securities laws in connection with the
issuance, sale, and distribution of its
securities.
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(i)
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Litigation. Issuer
is not (and has not been), except as may be disclosed in the Issuers SEC
filings, a party to any suit, action, arbitration, or legal,
administrative, or other proceeding, or pending governmental
investigation. To the best knowledge of the Issuer, there is no basis for
any such action or proceeding and no such action or proceeding is
threatened against Issuer, and Issuer is not subject to or in default with
respect to any order, writ, injunction, or decree of any federal, state,
local, or foreign court, department, agency, or instrumentality. Issuer
represents and warrants that there are no outstanding judgments, lawsuits
or material claims against the Issuer as of the date of this
agreement.
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(j)
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Conduct of
Business. From the Issuer Balance Sheet Date to the
Closing, Issuer has conducted its business in the normal course, and has
not (1) sold, pledged, or assigned any assets, other than in the ordinary
course of business; (2) amended its Certificate of Incorporation or
ByLaws; (3) declared dividends; (4) redeemed or sold stock or
other securities; (5) incurred any liabilities, other than in the ordinary
course of business; (6) acquired or disposed of any assets, other than in
the ordinary course of business; (7) entered into any contract, other than
in the ordinary course of business; (8) guaranteed obligations of any
third party; or (9) entered into any other transaction, other than in the
ordinary course of business.
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(k)
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Documents. All
minutes, consents, or other documents pertaining to Issuer to be delivered
at Closing shall be valid and in accordance with the laws of the State of
Nevada.
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(l)
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Title. At
the Closing all shares issued to Shareholders shall be: (i)
non-assessable; and (ii) free and clear of all liens, security interests,
pledges, charges, claims, encumbrances and restrictions of any kind. There
is no applicable local, state, or federal law, rule, regulation, or decree
which would, as a result of the issuance of the Shares to Shareholders,
impair, restrict, or delay Shareholders voting rights with respect to the
Issuer Shares.
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(m)
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Brokers. Issuer
has not retained any Broker or finder to which compensation would be due
in connection with this
transaction.
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3.
REPRESENTATIONS AND
WARRANTIES OF COMPANY.
The
Company represents and warrants to Issuer the following:
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(a)
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Organization. The
Company is a corporation duly organized, validly existing, and in good
standing under the laws of California, and it has all necessary corporate
powers to own properties and carry on a business, and is duly qualified to
do business and is in good standing in the jurisdictions where
qualification is required. All actions taken by the
incorporators, directors, and stockholders of Company have been valid and
in accordance with the laws of the State of California. The Company was
organized in the State of California on May 5, 1995 (Corporation # 193
3925).
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(b)
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Capital. The
authorized capital stock of Company consists of 10,000 shares of common
stock, of which 100 shares are issued and outstanding (the “Company
Shares”). These Company shares are held by the Shareholders. The Company
Shares were validly issued and are fully paid, non-assessable and free of
pre-emptive rights. At Closing, there will be no outstanding
subscriptions, options, rights, warrants, convertible securities, or other
agreements or commitments obligating the Company to issue or to transfer
from treasury any additional shares of its capital
stock.
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(c)
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Financial
Statements. Prior to Closing, Company shall deliver to
Issuer, audited financial statements acceptable to Issuer, for the period
ending 12-31-2007 and 12-31-2006, and in house financial statements for
the quarter ended September 30,
2008.
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(d)
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Absence of
Changes. Since December 31, 2007, there has not been any
change in the financial condition or operations of Company, except changes
in the ordinary course of
business.
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(e)
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Liabilities. The
Company does not have any debt, liability, or obligation of any nature,
whether accrued, absolute, contingent, or otherwise, and whether due or to
become due, that is not reflected on the Financial Statements provided to
Issuer at closing. The Company is not aware of any pending, threatened, or
asserted claims, lawsuits or contingencies involving its capital
stock.
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(f)
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Ability to Carry Out
Obligations. The Company has the right, power, and
authority to enter into and perform its obligations under this
Agreement. The execution and delivery of this Agreement by
Company and the performance by Company of its obligations hereunder will
not cause, constitute, or conflict with or result in (a) any breach of
violation or any of the provisions of or constitute a default under any
license, indenture, mortgage, charter, instrument, articles of
incorporation, bylaw, or other agreement or instrument to which Company is
a party, or by which either of them may be bound, nor will any consents or
authorizations of any party other than those hereto be required; (b) an
event that would cause Company to be liable to any party; or (c) an event
that would result in the creation or imposition of any lien, charge,
encumbrance on any asset of
Company.
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(g)
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Full
Disclosure. None of the representations and warranties
made by Company herein contains any untrue statement of a material fact,
or omits any material fact the omission of which would be
misleading.
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(h)
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Compliance with
Laws. Company has complied with, and is not in violation
of any federal, state, or local statute, law, and/or regulation pertaining
to them. Company has complied with all federal and state
securities laws in connection with the issuance, sale, and distribution of
its securities.
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(i)
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Litigation. The
Company is currently named in a suit by Union Local 669 and 3 former
employees claiming unfair labor practices, as well as being named in a
construction defect claim with all subcontractors for a particular
job. With the exception of the preceding, the Company is not
(and has never been) a party to any suit, action, arbitration, or legal,
administrative, or other proceeding, or pending governmental
investigation. To the best knowledge of Company, there is no
basis for any such action or proceeding and no such action or proceeding
is threatened against Company, and Company is not subject to or in default
with respect to any order, wit, injunction, or decree of any federal,
state, local, or foreign court, department, agency, or
instrumentality.
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(j)
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Conduct of
Business. From December 31, 2007, to the Closing Date,
Company has conducted its business in the normal course, and has not (1)
sold, pledged, or assigned any assets other than in the ordinary course of
business; (2) amended its Certificate of Incorporation or Bylaws; (3)
declared dividends (except for a dividend as follows, January – April 2008
for $426,000 for S corporation tax payouts; (4) redeemed or sold stock or
other securities except in the ordinary course of business; (5) incurred
any liabilities not in the ordinary course of business; (6) acquired or
disposed of any assets other than in the ordinary course of business; (7)
entered into any contract other than in the ordinary course of business;
(8) guaranteed obligations of any third party; or (9) entered into any
other transactions other than in the ordinary course of
business.
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(k)
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Documents. All
minutes, consents, or other documents pertaining to Company and to be
delivered by Company to Issuer, are true, complete, and correct, and are
valid and in accordance with applicable
law.
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(l)
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Title. The
Company Shares to be delivered to Issuer will be, at closing, free and
clear of all liens, security interests, pledges, charges, claims,
encumbrances and restrictions of any kind. None of the Company
Shares are subject to any voting trust or agreement. No person
holds or has the right to receive any proxy or similar instrument with
respect to the Company Shares, except as provided in this
Agreement. Company is not a party to any agreement that offers
or grants to any person the right to purchase or acquire any of the
Company Shares. There is no applicable local, state, or federal
law, rule, regulation, or decree which would, as a result of the transfer
of the Company Shares to Issuer, impair, restrict, or delay Issuer’s
voting rights with respect to the Company
Shares.
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(m)
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Counsel. The
Company and the Shareholders represent and warrant that prior to Closing,
that they are represented by independent counsel or have had the
opportunity to retain independent counsel to represent them in this
transaction and that prior to Closing, Counsel for the Company and the
Shareholders have not represented either the Issuer or Issuer’s
stockholders in any manner whatsoever known to the
Company.
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(n)
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Brokers. Company
and/or the Shareholders have not retained any broker or incurred any
obligation to pay a commission to any third
party.
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(o)
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Conflicts of Interests
of Issuer The Company and the Shareholders have
reviewed and understand the conflicts of interests, if any, between the
Issuer and its officers and directors as disclosed in the Issuers filings
with the SEC, if any.
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4.
INVESTMENT
INTENT.
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(a)
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Restricted
Shares. The Shareholders understands that (i) the Issuer
Shares the Shareholders are receiving from Issuer under this Agreement
have not been registered under the Securities Act of 1933, as amended
(“the Act”) or the securities laws of any state, based upon an exemption
from such registration requirements pursuant to Section 4(2) of the Act;
(ii) the Issuer Shares are and will be “restricted securities”, as said
term is defined in Rule 144 of the Rules and Regulations promulgated under
the Act; and (iii) the Issuer Shares may not be sold or otherwise
transferred unless exemptions from such registration provisions are
available with respect to said resale or transfer or the shares have been
registered under the Act.
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(b)
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Transferability. The
Shareholders will not sell or otherwise transfer any of the Issuer Shares,
any interest therein unless and until (i) the Issuer Shares shall have
first been registered under the Act and/or all applicable state securities
laws; or (ii) the Shareholders shall have first delivered to Issuer a
written opinion of counsel, which counsel and opinion (in form and
substance) shall be reasonably satisfactory to Issuer, to the extent that
the proposed sale or transfer is exempt from the registration provisions
of the Act and all applicable state securities
laws.
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(c)
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Investment
Intent. The Shareholders are acquiring the Issuer Shares
for Investment purposes only, without a view for resale or distribution
thereof.
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(d)
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Legend. The
Shareholders understands that the certificates representing the Issuer
Shares will bear the following or similar
legend:
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The
securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended, and may not be sold, transferred, further
pledged, hypothecated or otherwise disposed of in absence of (i) an effective
registration statement for such securities under said Act or (ii) an opinion of
company counsel that such registration is not required.
5.
DOCUMENTS TO BE
DELIVERED AT CLOSING
BY
ISSUER:
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(1)
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Resolution
of the Board of Directors authorizing the issuance of a certificate for
the number of shares to be delivered to Shareholders pursuant to Schedule
6(1).
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(2)
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Schedule
for the number of Issuer shares registered in the name of Shareholder
pursuant to schedule 6(1).
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(3)
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Certificates
for the number of Issuer shares registered in the name of the Shareholders
pursuant to Schedule 6(1).
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(4)
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Such
other resolutions of Issuer directors as may reasonably be required by
Company and the Shareholders.
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(5)
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Such
other agreements relating to the transaction as may reasonably be required
by the Company or the Shareholders.
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(6)
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Certificate
of Good Standing from the State of
Nevada.
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(7)
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Copy
of the draft 8K to be filed with the
SEC.
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(8)
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Copy
of a draft press release for review and
approval.
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(9)
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Receipt from
the Issuer of all due diligence materials requested by
the Company or its representatives, in a form satisfactory to the
Company in its sole discretion.
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BY THE
COMPANY AND THE SHAREHOLDERS:
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(1)
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Delivery
to the Issuer, certificates evidencing the Company Shares, and such stock
powers as are required in order to transfer to Issuer good and marketable
title to the Company Shares.
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(2)
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Resolution
by the Board of Directors of the Company approving the
transaction.
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(3)
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Copies
of the basic corporate records, Articles of Incorporation and Bylaws.
Company shall retain all other records at its current principal
address.
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(4)
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A
certificate of good standing from the State of
California.
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(5)
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Such
other resolutions of Company and the Shareholders and/or directors as may
reasonably be required by Issuer.
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(6)
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Such
other agreements relating to the transaction as may reasonably be required
by the Issuer.
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6. ARBITRATION.
Any
controversy or claim arising out of, or relating to, this Agreement, or the
making, performance, or interpretation thereof, shall be settled by arbitration
in Las Vegas, Nevada in accordance with the Commercial Rules of the American
Arbitration Association then existing. The arbitrator assigned shall have
authority and power to decide all arbitratible issues. Judgment on the
arbitration award may be entered in any court having jurisdiction over the
subject matter of the controversy. The prevailing party in such claim or
controversy shall be entitled to recover all costs and expenses of such claim or
controversy, including attorney’s fees from the non-prevailing
party.
7.
POST-CLOSING
AGREEMENTS.
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i.
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Further
Assurances. The Parties shall execute such further
documents and perform such further acts, as may be necessary to effect the
transactions contemplated hereby, on the terms herein contained and
otherwise to comply with the terms of this Agreement, provided, that,
except as contemplated by this Agreement, no party shall be required to
waive any right or incur an obligation in connection
therewith.
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ii.
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Indemnification of
Directors and Officers. For at least seven (7) years
after the Closing Date, Issuer shall (a) maintain in effect the current
provisions regarding the indemnification of officers and directors
contained in Issuer’s Certificate of Incorporation and Bylaws; provided,
however, Issuer may adopt new indemnification provisions no less favorable
than the current provisions as to the persons who served as directors and
officers of Issuer prior to the Closing Date; and (b) indemnify the
persons who served as directors and officers of Issuer prior to the
Closing Date to the fullest extent to which Issuer is permitted to
indemnify such officers and directors under its Certificate of
Incorporation and ByLaws and applicable law as in effect immediately prior
to the Closing Date.
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iii.
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Press Release
Issuer and the Shareholders agree that no public announcement of the
specifics of this transaction or a disclosure of the parties to this
agreement will be made until this transaction has closed and the public is
notified by a press release or filing of an 8K report with the Securities
and Exchange Commission or both. The Parties hereto agree that they will
take steps to insure that this provision is adhered to by Issuer and
Company, Shareholder, principals, employees, agents and representatives.
However, each of Issuer and the Shareholders will file an 8K disclosing
this definitive agreement.
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iv.
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The
Issuer will use best efforts to change the name of the issuer to Pro-Tech
Fire Protection Systems Corporation or other name as designated by the
Shareholder.
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v.
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The
Issuer hereby agrees not to enact a reverse split of the issued and
outstanding common stock for a period of twelve (12) months from the
Closing.
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8.
MISCELLANEOUS.
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i.
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Captions and
Headings. The headings throughout this Agreement are for
convenience and reference only, and shall in no way be deemed to define,
limit, or add to the meaning of any provision of this
Agreement.
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ii.
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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
waiver, change, modification, or discharge is
sought.
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iii.
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Non
Waiver. Except as otherwise expressly provided herein,
no waiver of any covenant, condition, or provision of this Agreement shall
be deemed to have been made unless expressly in writing and signed by the
party against whom such waiver is charged; and (1) 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; (2) the acceptance of performance of any thing required by
this Agreement to be performed with knowledge of the breach or failure of
a covenant, condition, or provision hereof shall not be deemed a waiver of
such breach or failure; and (3) no waiver of any party of one breach by
another party shall be construed as a waiver with respect to any
subsequent breach.
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iv.
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Time of
Essence. Time is of the essence of this Agreement and of
each and every provision hereof.
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v.
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Entire
Agreement. This Agreement contains the entire Agreement
and understanding between the parties hereto, and supersedes all prior
agreements and understandings.
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vii.
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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
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, and by fax, as
follows:
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Shareholders and
Company
▇▇▇
▇▇▇▇▇▇, President
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax (▇▇▇)
▇▇▇-▇▇▇▇
9
Issuer
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, President & CEO
c/o ▇.▇.
▇▇▇▇▇▇▇▇▇, Esq.
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇
▇-▇▇▇
▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Voice and
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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vi.
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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.
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(END
OF PAGE-Signatures on the next page)
10
IN
WITNESS WHEREOF, the undersigned has executed this Agreement this 31st day of
December, 2008.
FOR THE
COMPANY
Pro-Tech
Fire Protection Systems Corporation (the “Company”)
|
▇▇▇▇▇▇
▇▇▇▇▇▇, President of the
Company
|
|
FOR THE
ISSUER
Meltdown
Massage and Body Works, Inc. (the “Issuer”)
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, President of the
Issuer
|
|
FOR THE COMPANY
SHAREHOLDERS
|
Name
of Shareholder: ▇▇▇▇▇▇ ▇▇▇▇▇▇
|
|
|
Number
of Shares Owned:
5,050,000
|
|
|
Name
of Shareholder: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
|
|
|
Number
of Shares Owned:
5,050,000
|
|
11
EXHIBIT
“A”
Name
of Shareholders
Of
Pro-Tech
Fire Protection Systems Corporation
|
Name
|
Address
|
Social
|
#
Of Shares
|
|||
12