EXHIBIT 10.1
PLAN AND AGREEMENT OF STOCK EXCHANGE
AMONG
HYBRID DYNAMICS CORPORATION
PUKKA USA, INC.
AND
THE SHAREHOLDERS OF
INFOMAC CORPORATION
DATED August 23, 2007
TABLE OF CONTENTS
PLAN AND AGREEMENT OF REORGANIZATION
AGREEMENT
Section 1 - Transfer of Shares
Section 2 - Issuance of EXCHANGE SHARES to OWNERS
Section 3 - Intentionally Left Blank
Section 4 - Closing
Section 5 - Representations and Warranties by ACQUIREE and OWNERS
Section 6 - Representations and Warranties by ACQUIROR
Section 7 - Access and Information
Section 8 - Covenants of ACQUIREE and OWNERS
Section 9 - Covenants of ACQUIROR
Section 10 - Additional Covenants of the Parties
Section 11 - Non-Survival of Representations, Warranties and Covenants
Section 12 - Conditions Precedent to Obligations of Parties
Section 13 - Termination, Amendment, Waiver
Section 14 - Miscellaneous
EXHIBIT LIST
Exhibit "A-1"
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF HYBRID
DYNAMICS CORPORATION
Exhibit "A-2"
ACTION BY UNANIMOUS WRITTEN CONSENT OF THE SHAREHOLDERS OF
PUKKA USA, INC.
Exhibit "B"
ACTION BY UNANIMOUS WRITTEN CONSENT OF THE SHAREHOLDERS OF
INFOMAC CORPORATION
Exhibit "C"
ACQUIREE FINANCIAL STATEMENTS
Exhibit "D"
ACQUIROR FINANCIAL STATEMENTS
Exhibit "E"
ACQUIROR CAPITALIZATION & SHAREHOLDERS
Exhibit "F"
FORM OF INDIVIDUAL OWNER REPRESENTATION LETTER
PLAN AND AGREEMENT OF STOCK EXCHANGE
This Plan and Agreement of STOCK EXCHANGE ("Agreement") is entered into on this
23rd day of August, 2007 by and between HYBRID DYNAMICS CORPORATION, a Nevada
corporation ("HYBRID"), PUKKA USA, INC., a Utah corporation (the "ACQUIROR"), on
the one hand and INFOMAC CORPORATION (the "ACQUIREE"), a Nevada corporation and
the shareholders of ACQUIREE whose names appear below (the "OWNER" OR
"OWNNERS").
RECITALS:
WHEREAS, the transaction contemplated by this Agreement is intended to be a
qualified Type "B" reorganization pursuant to Internal Revenue Code Section 368,
and conforming Utah and Nevada law, and
WHEREAS, ACQUIREE is the holder of a Distributor Agreement with Microtrak GPS,
Inc. a manufacturer of GPS enabled tracking products for motorcycles, scooters
and other mobile vehicles and equipment, and
WHEREAS, ACQUIROR intends to acquire: 100% of ACQUIREE's issued and outstanding
capital stock (the "ACQUIREE SHARES"), and
WHEREAS, the ACQUIREE SHARES are to be acquired in exchange for 1,410,000 shares
of the common stock HYBRID, $0.00015 par value (post 1 for 100 reverse split),
and
WHEREAS, following consummation of the transaction set forth hereinafter,
ACQUIROR would hold 100% of the then outstanding common stock of ACQUIREE and
the ACQUIREE would become the wholly-owned subsidiary of ACQUIROR.
NOW, THEREFORE, WITNESSETH that in consideration of the mutual promises and
covenants hereinafter stipulated and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by each of the parties
hereto, the parties agree as follows:
Section 1
TRANSFER OF SECURITIES
1.1
OWNERS, as of the date of Closing as such term is defined in Section 4
herein (the "Closing" or the "Closing Date"), shall transfer, assign, convey and
deliver to ACQUIROR on the Closing Date, one hundred percent (100%) of
ACQUIREE's issued and outstanding capital stock, consisting of four