Agreement and Plan of Reorganization
by and between
Tonga Capital Corporation
a Colorado corporation
and
Momentum Biofuels, Inc.
a Texas corporation
dated: _____________________
AGREEMENT AND PLAN OF REORGANIZATION
Tonga Capital Corporation
and
Momentum Biofuels, Inc.
This Agreement and Plan of Reorganization ("Agreement"), dated as of
__________________, among Tonga Capital Corporation (ffoo --), a Colorado
Corporation, Momentum Biofuels, Inc. ("MBF"), a Texas Corporation, and the
subscribing shareholders of MBF. ("MBF Shareholders") who will join this
Agreement by execution.
W I T N E S S E T H:
A. WHEREAS, MBF and TCC are corporations duly organized under the
laws of the State of Texas and Colorado.
B. Plan of Reorganization. The subscribing MBF Shareholders are the
owners of 100% of the issued and outstanding common stock of MBF. It is the
intention that 100% of the issued and outstanding stock of MBF shall be acquired
by TCC in exchange solely for its voting stock. For federal income tax purposes
it is intended that this exchange shall qualify as a reorganization within the
meaning of SEC 368 (a)(1)(B) of the Internal Revenue Code of 1986, as amended
(the "Code").
C. Exchange of Shares. TCC and the subscribing MBF Shareholders agree
that 100% of the approximately 38,000,000 common shares issued and outstanding
of MBF shall be exchanged with TCC for 38,000,000 shares of the common stock of
TCC. The TCC shares, on the closing date, shall be delivered ratably divided to
the individual subscribing shareholders of MBF in exchange for their MBF shares
as hereinafter set forth.
D. WHEREAS, the parties hereto wish to enter into this Agreement, pursuant
to the provisions of the Colorado Business Corporation Act.
NOW, THEREFORE, it is agreed among the parties as follows:
ARTICLE I
The Consideration
1.1 Subject to the conditions set forth herein on the "Closing Date"
(as herein defined), the subscribing Shareholders of MBF shall exchange all of
their shares of MBF or 38,000,000 common shares of TCC common stock. The
transactions contemplated by this Agreement shall be completed at a closing
("Closing") on a closing date ("Closing Date") which shall be as soon as
practicable after joinder in this exchange by MBF Shareholders holding 100% of
the outstanding MBF common shares, except that such transaction must be
completed on or before August 4, 2006, or this Agreement shall expire unless
extended in writing.
On the Closing Date, all of the documents to be furnished to TCC and
MBF, including the documents to be furnished pursuant to Article VII of this
Agreement, shall be delivered to M.A. ▇▇▇▇▇▇▇, to be held in escrow until the
Closing Date or the date of termination of this Agreement, whichever first
occurs, and thereafter shall be promptly distributed to the parties as their
interests may appear.
1.2 At the Closing Date, MBF shall become a wholly owned subsidiary of
TCC. MBF's shareholders shall receive pro rata shares of voting common stock as
follows:
TCC shall issue 38,000,000 of its shares of common stock for
100% of the outstanding common shares of MBF to the
subscribing shareholders of MBF, ratably according to their
interests.
1.3 If this Agreement is duly executed by the holders of 100% of the
outstanding common stock of MBF, subject to the other provisions hereof, it
shall become effective, and such date of final execution shall be the closing
date of this Agreement.
ARTICLE II
Issuance and Exchange of Shares
2.1 The shares of no par value common stock of TCC shall be issued by
it to the subscribing MBF shareholders at Closing.
2.2 TCC represents that no outstanding options or warrants for any
unissued shares exist.
2.3 The stock transfer books of MBF shall be closed on the Closing
Date, and thereafter no transfers of the stock of MBF shall be made. MBF shall
appoint an exchange agent ("Exchange Agent"), to accept surrender of the
certificates representing the common shares of MBF, and to deliver in exchange
for such surrendered certificates, shares of common stock of TCC. The
authorization of the Exchange Agent may be terminated by TCC after six months
following the Closing Date. Upon termination of such authorization, any shares
of MBF and any funds held by the Exchange Agent for payment to MBF shareholders
pursuant to this Agreement shall be transferred to TCC or its designated agent
who shall thereafter perform the obligations of the Exchange Agent. If
outstanding certificates for shares of MBF are not surrendered or the payment
for them not claimed prior to such date on which such payments would otherwise
escheat to or become the property of any governmental unit or agency, the
unclaimed items shall, to the extent permitted by abandoned property and other
applicable law, become the property of TCC (and to the extent not in its
possession shall be paid over to it), free and clear of all claims or interest
of any persons previously entitled to such items. Notwithstanding the foregoing,
neither the Exchange Agent nor any party to this Agreement shall be liable to
any holder of MBF shares for any amount paid to any governmental unit or agency
having jurisdiction of such unclaimed item pursuant to the abandoned property or
other applicable law of such jurisdiction.
2.4 No fractional shares of TCC stock shall be issued as a result of
the Agreement. Shares shall be rounded up to nearest whole share.
2.5 At the Closing Date, each holder of a certificate or certificates
representing common shares of MBF, upon presentation and surrender of such
certificate or certificates to the Exchange Agent, shall be entitled to receive
the consideration set forth herein, except that holders of those shares as to
which dissenters' rights shall have been validly asserted and perfected pursuant
to Colorado law shall not be converted into shares of TCC common stock, but
shall represent only such dissenters' rights. Upon such presentation, surrender,
and exchange as provided in this Section 2.5, certificates representing shares
of MBF previously held shall be canceled. Until so presented and surrendered,
each certificate or certificates which represented issued and outstanding shares
of MBF at the Closing Date shall be deemed for all purposes to evidence the
right to receive the consideration set forth in Section 1.2 of this Agreement.
If the certificates representing shares of MBF have been lost, stolen, mutilated
or destroyed, the Exchange Agent shall require the submission of an indemnity
agreement and may require the submission of a bond in lieu of such certificate.
ARTICLE III
Representations, Warranties
and Covenants of Momentum Biofuels, Inc.
No representations or warranties are made by any director, officer,
employee or shareholder of MBF as individuals, except as and to the extent
stated in this Agreement or in a separate written statement (the "MBF Disclosure
Statement"), if any. MBF hereby represents, warrants and covenants to TCC except
as stated in the MBF Disclosure Statement, as follows:
3.1 MBF is a corporation duly organized, validly existing and in good
standing under the laws of the State of Texas, and has the corporate power and
authority to carry on its business as it is now being conducted. The Certificate
of Incorporation and Bylaws of MBF are complete and accurate, and the minute
books of MBF contain a record, which is complete and accurate in all material
respects, of all meetings, and all corporate actions of the shareholders and
board of directors of MBF.
3.2 The aggregate number of shares which MBF is authorized to issue is
100,000,000shares of common stock of which 38,000,000shares are issued and
outstanding.
3.3 MBF has complete and unrestricted power to enter into and, upon the
appropriate approvals as required by law, to consummate the transactions
contemplated by this Agreement.
3.4 Neither the making of nor the compliance with the terms and
provisions of this Agreement and consummation of the transactions contemplated
herein by MBF will conflict with or result in a breach or violation of the
Articles of Incorporation or Bylaws of MBF.
3.5 The execution, delivery and performance of this Agreement has been
duly authorized and approved by MBF' Board of Directors.
3.6 There are no legal proceedings or regulatory proceedings involving
material claims pending, or to the knowledge of the executive officers of MBF,
threatened against MBF or affecting any of its assets or properties, and to the
knowledge of MBF' officers, MBF is not in any material breach or violation of or
default under any contract or instrument to which MBF is a party, or under its
respective Articles of Incorporation or Bylaws, nor is there any court or
regulatory order pending, applicable to MBF.
3.7 The representations and warranties of MBF shall be true and correct
as of the date hereof and as of the Closing Date.
3.8 No representation or warranty by MBF in this Agreement, the MBF
Disclosure Statement or any certificate delivered pursuant hereto contains any
untrue statement of a material fact or omits to state any material fact
necessary to make such representation or warranty not misleading.
3.9 To the knowledge of the executive officers of MBF, all trade names,
inventions, discoveries, ideas, research, engineering, methods, practices,
processes, systems, formulae, designs, drawings, products, projects,
improvements, developments, know-how, and trade secrets which are used in the
conduct of MBF' business, whether registered or unregistered (collectively the
Proprietary Rights) are owned by MBF, or a part of the public domain To the
knowledge of the executive officers of MBF, MBF created or developed such
Proprietary Rights and such Proprietary Rights are not subject to any
restriction, lien, encumbrance, right, title or interest in others. All of the
Proprietary Rights stand solely in the name of MBF and not in the name of any
shareholder, director, officer, agent, partner or employee or anyone else known
to the executive officers of MBF, and none of the same have any right, title,
interest, restriction, lien or encumbrance therein or thereon or thereto. To the
knowledge of the executive officers of MBF, MBF's ownership and use of the
Proprietary Rights do not and will not infringe upon, conflict with or violate
in any material respect any patent, copyright, trade secret or other lawful
proprietary right of any other party, and no claim is pending or, to the
knowledge of the executive officers of MBF, threatened to the effect that the
operations of MBF infringe upon or conflict with the asserted rights of any
other person under any of the Proprietary Rights, and to the knowledge of the
executive officers of MBF there is no reasonable basis for any such claim
(whether or not pending or threatened). No claim is pending, or to the knowledge
of the executive officers of MBF, threatened to the effect that any such
Proprietary Rights owned or licensed by MBF, or which MBF otherwise has the
right to use, is invalid or unenforceable by MBF.
3.10 (i) MBF has not received notice of any material violation of or
investigation relating to any environmental or pollution law, regulation, or
ordinance with respect to assets now or previously owned or operated by MBF that
has not been fully and finally resolved; (ii) to the knowledge of the executive
officers of MBF, all permits, licenses and other authorizations which are
required under United States, federal, state, provincial and local laws with
respect to pollution or protection of the environment ("Environmental Laws"),
including Environmental Laws relating to actual or threatened emissions,
discharges or releases of pollutants, contaminants or hazardous or toxic
materials or wastes ("Pollutants") have been obtained; (iii) to the knowledge of
the executive officers of MBF, no conditions exist on, in or about the
properties now or previously owned or operated by MBF or any third-party
properties to which any Pollutants generated by MBF were sent or released that
could give rise on the part of MBF to material liability under any Environmental
Laws, material claims by third parties under Environmental Laws or under common
law or the occurrence of material costs to avoid any such liability or claim;
and (iv) to the knowledge of the executive officers of MBF, all operators of
MBF's assets are in material compliance with all terms and conditions of such
Environmental Laws, permits, licenses and authorizations, and are also in
compliance with all other limitations, restrictions, conditions, standards,
prohibitions, requirements, obligations, schedules and timetables contained in
such laws or contained in any regulation, code, plan, order, decree, judgment,
notice or demand letter issued, entered, promulgated or approved thereunder,
relating to MBF's assets.
3.11 MBF shall deliver at closing to TCC audited financial statements
of MBF dated May 22, 2006, 2006. All such statements, herein sometimes called
"MBF Financial Statements," are (and will be) complete and correct in all
material respects and, together with the notes to these financial statements,
present fairly the financial position and results of operations of MBF for the
periods indicated. All financial statements of MBF will have been prepared in
accordance with generally accepted accounting principles.
3.12 Since the date of the MBF Financial Statement, there have not been
any material adverse changes in the business or condition, financial or
otherwise, of MBF. MBF does not have any material liabilities or obligations,
secured or unsecured except as shown on the financialsof MBF dated May 22, 2006
(whether accrued, absolute, contingent or otherwise).
ARTICLE IV
Representations, Warranties and Covenants of
Tonga Capital Corporation
No representations or warranties are made by any director, officer,
employee or shareholder of TCC as individuals, except as and to the extent
stated in this Agreement or in a separate written statement. TCC hereby
represents, warrants and covenants to MBF and its shareholders, except as stated
in the TCC Disclosure Statement, as follows:
4.1 TCC is a corporation duly organized, validly existing and in good
standing under the laws of the State of Colorado, and has the corporate power
and authority to own or lease its properties and to carry on its business as it
is now being conducted. The Articles of Incorporation and Bylaws of TCC, copies
of which have been delivered to MBF, are complete and accurate, and the minute
books of TCC contain a record, which is complete and accurate in all material
respects, of all meetings, and all corporate actions of the shareholders and
Board of Directors of TCC.
4.2 The aggregate number of shares which TCC is authorized to issue is
500,000,000 shares of common stock, of which 24,390,039 shares of such common
stock are issued and outstanding, fully paid and non-assessable, at the Closing
under this Agreement. TCC will have, on the Closing Date, no outstanding
options, warrants or other rights to purchase, or subscribe to, or securities
convertible into or exchangeable for any shares of capital stock. No preferred
stock of TCC is outstanding.
4.3 TCC has complete and unrestricted power to enter into and, upon the
appropriate approvals as required by law, to consummate the transactions
contemplated by this Agreement.
4.4 Neither the making of nor the compliance with the terms and
provisions of this Agreement and consummation of the transactions contemplated
herein by TCC will conflict with or result in a breach or violation of the
Articles of Incorporation or Bylaws of TCC.
4.5 The execution of this Agreement has been duly authorized and
approved by the Board of Directors of TCC.
4.6 TCC has delivered to MBF audited financial statements of TCC dated
December 31, 2005 and interim statements (unaudited) dated March 31, 2006. All
such statements, herein sometimes called "TCC Financial Statements," are (and
will be) complete and correct in all material respects and, together with the
notes to these financial statements, present fairly the financial position and
results of operations of TCC for the periods indicated. All statements of TCC
will have been prepared in accordance with generally accepted accounting
principles.
4.7 Since the dates of the TCC Financial Statements, there have not
been any material adverse changes in the business or condition, financial or
otherwise, of TCC. TCC does not have any material liabilities or obligations,
secured or unsecured except as shown on the updated financials of TCC dated
March 31, 2006 (whether accrued, absolute, contingent or otherwise).
4.8 There are no legal proceedings or regulatory proceedings involving
material claims pending, or, to the knowledge of the officers of TCC, threatened
against TCC or affecting any of its assets or properties, and TCC is not in any
material breach or violation of or default under any contract or instrument to
which TCC is a party, and no event has occurred which with the lapse of time or
action by a third party could result in a material breach or violation of or
default by TCC under any contract or other instrument to which TCC is a party or
by which they or any of their respective properties may be bound or affected, or
under their respective Articles of Incorporation or Bylaws, nor is there any
court or regulatory order pending, applicable to TCC.
4.9 TCC shall not enter into or consummate any transactions prior to
the Closing Date other than in the ordinary course of business and will pay no
dividend, or increase the compensation of officers and will not enter into any
agreement or transaction which would adversely affect its financial condition
except pursuant to the proposed minutes of the Board of Directors of TCC
presented herewith for approval by MBF.
4.10 The representations and warranties of TCC shall be true and
correct as of the date hereof and as of the Closing Date.
4.11 TCC corporate books and records are true records of its actions.
TCC will also deliver to MBF on or before the Closing Date any reports relating
to the financial and business condition of TCC which occur after the date of
this Agreement and any other reports sent generally to its shareholders after
the date of this Agreement.
4.12 TCC has no employee benefit plan in effect at this time
4.13 TCC is current in its filing obligations under the federal
securities laws. No report filed by TCC with the Securities and Exchange
Commission contains any untrue statement of a material fact or omits to state
any material fact necessary to make such representation or warranty not
misleading, and all such reports comply as to form and substance in all material
respects with all applicable SEC requirements.
4.14 TCC agrees that all rights to indemnification now existing in
favor of the employees, agents, directors or officers of MBF and its
subsidiaries, as provided in the Articles of Incorporation or Bylaws or
otherwise in effect on the date hereof shall survive the transactions
contemplated hereby in accordance with their terms, and TCC expressly assumes
such indemnification obligations of MBF.
ARTICLE V
Obligations of the Parties Pending the Closing Date
5.1 At all times prior to the Closing Date during regular business
hours, each party will permit the other to examine its books and records and the
books and records of its subsidiaries and will furnish copies thereof on
request. It is recognized that, during the performance of this Agreement, each
party may provide the other parties with information which is confidential or
proprietary information. The recipient of such information shall at all times
protect such information from disclosure, other than disclosure required by
rule, regulation, or law, other than to members of its own or affiliated
organizations and its professional advisers, in the same manner as it protects
its own confidential or proprietary information from unauthorized disclosure,
and not use such information to the competitive detriment of the disclosing
party. In addition, if this Agreement is terminated for any reason, each party
shall promptly return or cause to be returned all documents or other written
records of such confidential or proprietary information, together with all
copies of such writings and, in addition, shall either furnish or cause to be
furnished, or shall destroy, or shall maintain with such standard of care as is
exercised with respect to its own confidential or proprietary information, all
copies of all documents or other written records developed or prepared by such
party on the basis of such confidential or proprietary information. No
information shall be considered confidential or proprietary if it is (a)
information already in the possession of the party to whom disclosure is made,
(b) information acquired by the party to whom the disclosure is made from other
sources, or (c) information in the public domain or generally available to
interested persons or which at a later date passes into the public domain or
becomes available to the party to whom disclosure is made without any wrongdoing
by the party to whom the disclosure is made.
5.2 TCC and MBF shall promptly provide each other with information as
to any significant developments in the performance of this Agreement, and shall
promptly notify the other if it discovers that any of its representations,
warranties and covenants contained in this Agreement or in any document
delivered in connection with this Agreement was not true and correct in all
material respects or became untrue or incorrect in any material respect.
5.3 All parties to this Agreement shall take all such action as may be
reasonably necessary and appropriate and shall use their best efforts in order
to consummate the transactions contemplated hereby as promptly as practicable.
ARTICLE VI
Procedure For Exchange
6.1 At the Closing Date, the exchange shall be effected within 4
business days after receipt by M. A. ▇▇▇▇▇▇▇, as attorney for TCC, of the MBF
common stock certificates representing 100% of the issued and outstanding common
stock of MBF, together with the signed Exchange Agreements, containing the
information necessary to issue the TCC shares to the exchanging shareholders of
MBF, by instructing the transfer agent of TCC to issue the new certificates and
sending the certificates of TCC by Federal Express to the exchanging
shareholders.
ARTICLE VII
Conditions Precedent to the
Consummation of the Exchange
The following are conditions precedent to the consummation of the
Agreement on or before the Closing Date:
7.1 MBF and TCC shall have performed and complied with all of its
respective obligations hereunder which are to be complied with or performed on
or before the Closing Date and TCC and MBF shall provide one another at the
Closing with a certificate to the effect that such party has performed each of
the acts and undertakings required to be performed by it on or before the
Closing Date pursuant to the terms of this Agreement.
7.2 This Agreement, the transactions contemplated herein shall have
been duly and validly authorized, approved and adopted, at meetings of the
shareholders of MBF duly and properly called for such purpose in accordance with
the applicable laws.
7.3 No action, suit or proceeding shall have been instituted or shall
have been threatened before any court or other governmental body or by any
public authority to restrain, enjoin or prohibit the transactions contemplated
herein, or which might subject any of the parties hereto or their directors or
officers to any material liability, fine, forfeiture or penalty on the grounds
that the transactions contemplated hereby, the parties hereto or their directors
or officers, have violated any applicable law or regulation or have otherwise
acted improperly in connection with the transactions contemplated hereby, and
the parties hereto have been advised by counsel that, in the opinion of such
counsel, such action, suit or proceeding raises substantial questions of law or
fact which could reasonably be decided adversely to any party hereto or its
directors or officers.
7.4 All actions, proceedings, instruments and documents required to
carry out this Agreement and the transactions contemplated hereby and the form
and substance of all proceedings and related matters shall have been approved by
counsel for MBF and TCC.
7.5 The representations and warranties made by MBF and TCC in this
Agreement shall be true as though such representations and warranties had been
made or given on and as of the Closing Date.
7.6 Securities Laws Compliance. Each shareholder of MBF shall sign an
Exchange Agreement as contained on Schedule A. It is anticipated that the
following SEC filings will need to be made as a result of the Plan and Agreement
and the exchange: Forms 8-K, 8K12(g) 3, 13d and 13g, and appropriate amendments
to the forms 8-k as may be necessary to include pro forma financials and
consolidated financials.
7.7 TCC shall furnish MBF with a certified copy of a resolution or
resolutions duly adopted by the Board of Directors of TCC, approving this
Agreement and the transactions contemplated by it.
ARTICLE VIII
Termination and Abandonment
8.1 Anything contained in this Agreement to the contrary
notwithstanding, the Agreement may be terminated and abandoned at any time prior
to the Closing Date:
(a) By mutual consent of MBF and TCC;
(b) By MBF, or TCC, if any condition set forth in Article VII
relating to the other party has not been met by the closing date or has not been
waived in writing by the other party;
(c) By MBF, or TCC, if any suit, action or other proceeding
shall be pending or threatened by the federal or a state government before any
court or governmental agency, in which it is sought to restrain, prohibit or
otherwise affect the consummation of the transactions contemplated hereby;
(d) By any party, if there is discovered any material
error, misstatement or omission in the representations and warranties of another
party;
(e) By any party if the Agreement Closing Date is not within
30 days from the date hereof, or if the Closing Date passes without performance.
8.2 Any of the terms or conditions of this Agreement may be waived in
writing at any time by the party which is entitled to the benefit thereof, by
action taken by its Board of Directors provided; however, that such action shall
be taken only if, in the judgment of the Board of Directors taking the action,
such waiver will not have a materially adverse effect on the benefits intended
under this Agreement to the party waiving such term or condition.
ARTICLE IX
Termination of Representation and
Warranties and Certain Agreements
9.1 The respective representations and warranties of the parties hereto
shall expire with, and be terminated and extinguished four years after the
Closing Date of the Agreement; provided, however, that the covenants and
agreements of the parties hereto shall survive in accordance with their terms.
ARTICLE X
Miscellaneous
10.1 This Agreement embodies the entire agreement between the parties,
and there have been and are no agreements, representations or warranties among
the parties other than those set forth herein or those provided for herein.
10.2 To facilitate the execution of this Agreement, any number of
counterparts hereof may be executed, and each such counterpart shall be deemed
to be an original instrument, but all such counterparts together shall
constitute but one instrument.
10.3 All parties to this Agreement agree that if it becomes necessary
or desirable to execute further instruments or to make such other assurances as
are deemed necessary, the party requested to do so will use its best efforts to
provide such executed instruments or do all things necessary or proper to carry
out the purpose of this Agreement.
10.4 This Agreement may be amended upon approval of the Board of
Directors of each party provided that the shares issuable hereunder shall not be
amended without approval of the requisite shareholders of MBF.
10.5 Any notices, requests, or other communications required or
permitted hereunder shall be delivered personally or sent by overnight courier
service, fees prepaid, addressed as follows:
To: Momentum Biofuels, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇
To: Tonga Capital Corporation:
or such other addresses as shall be furnished in writing by any party, and any
such notice or communication shall be deemed to have been given as of the date
received.
10.6 No press release or public statement will be issued relating to the
transactions contemplated by this Agreement without prior approval of MBF and
TCC. However, either MBF or TCC may issue at any time any press release or other
public statement it believes on the advice of its counsel it is obligated to
issue to avoid liability under the law relating to disclosures, but the party
issuing such press release or public statement shall make a reasonable effort to
give the other party prior notice of and opportunity to participate in such
release or statement.
10.7 The Board of Directors of TCC shall appoint the following
individuals to the Board of Directors of TCC and as Officers concurrent with the
closing of the transaction contemplated in this agreement, subject to compliance
with Section 14f of the Securities Exchange Act of 1934 by mailing of Notice to
shareholders:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - President
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
10.8 Within five days after the date of this Agreement, the
shareholders of MBF holding a total of 100% of the issued and outstanding shares
of MBF shall join this Agreement by execution of the signature page hereon. In
the event this provision is not complied within the time specified, this
Agreement and Plan of Reorganization shall be null and void and all agreements
terminated.
10.9 It is a condition of Closing under this Agreement that TCC
shall remain listed in good standing on the OTCBB as of Closing date.
10.10 ▇▇▇▇▇ ▇▇▇▇▇▇, Shortline Equity and ▇. ▇▇▇▇ Consulting agree to
sell 13,000,000 shares back to the company for a purchase price of $400,000 to
be paid at and as a condition of closing.
10.11 As a continuing covenant surviving closing under this Agreement,
Momentum Biofuels, Inc. hereby agrees that no more than 5% of the total issued
and outstanding common shares shall be issued in options or warrants in the next
three years. Such percentage shall be automatically adjusted based upon
issuances for equity or acquisitions.
10.12 As a condition to this Agreement, 1,250,000 common shares of
Tonga for retirement to treasury shall be canceled and retired.
IN WITNESS WHEREOF, the parties have set their hands and seals this
____ day of _____________, 2006.
Tonga Capital Corporation
By:____________________________
President
Attest:________________________
Secretary
Momentum Biofuels, Inc.
By:___________________________
President
Attest: ________________________
Secretary
Momentum Biofuels, Inc. SHAREHOLDERS (by signature below or pursuant to
execution of the Exchange Agreement and Representations incorporating this
Agreement by reference.)
Signatures Please Print Names # of Shares
1______________________ ______________________ ________________
2______________________ ______________________ ________________
3______________________ ______________________ ________________
4______________________ ______________________ ________________
5______________________ ______________________ ________________