ACQUISITION AGREEMENT
AMONG
THE FLOORING ZONE, INC.
AND
PROFIRE COMBUSTION, INC.
AND
THE SHAREHOLDERS OF
PROFIRE COMBUSTION, INC.
DATED SEPTEMBER 30, 2008
TABLE OF CONTENTS
ACQUISITION AGREEMENT
1
AGREEMENT
1
SECTION 1 - TRANSFER OF SHARES
1
SECTION 2 - ISSUANCE OF EXCHANGE STOCK TO PROFIRE COMBUSION SHAREHOLDERS
1
SECTION 3 - CLOSING
2
SECTION 4 - RERESENTATONS AND WARRANTIES BY PROFIRE COMBUSTION AND CERTAIN
SHAREHOLDERS
5
SECTION 5 - REPRESENTATIONS AND WARRANTIES BY THE FLOORING ZONE
9
SECTION 6 - ACCESS AND INFORMATION
13
SECTION 7 - CONVENANTS OF PROFIRE COMUBSTION ANC CERTAIN SHAREHOLDERS
13
SECTION 8 - COVENANTS OF THE FLOORING ZONE
15
SECTION 9 - ADDITIONAL COVENANTS OF THE PARTIES
17
SECTION 10 - SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
18
SECTION 11 - CONDITIONAL PRECEDENT TO OBLIGATIONS OF PARTIES
18
SECTION 12 - TERMINATION, AMENDMENT, WAIVER
21
SECTION 13 - MISCELLANEOUS
23
EXHIBIT LIST
SCHEDULE LIST
ACQUISITION AGREEMENT
This Acquisition Agreement ("Agreement") is entered into as of this 30th day of
September 2008 by and between THE FLOORING ZONE, INC., a Nevada corporation
("FZON"), and PROFIRE COMBUSTION, INC., an Alberta, Canada corporation
("PROFIRE"), and those shareholders executing Investment Letters attached hereto
as Exhibit A.1 or Exhibit A.2 and listed in Exhibit B hereto, being all of the
shareholders of PROFIRE as of the date this Agreement is executed (the "PROFIRE
Shareholders").
PLAN OF EXCHANGE
The transaction contemplated by this Agreement is intended to be an acquisition
whereby FZON will acquire 100% of PROFIRE's issued and outstanding common stock,
($.001 par value) in exchange for 35,000,000 shares of FZON's common stock,
$.001 par value (the "Exchange Stock"). Upon the consummation of the exchange
transaction and the issuance and transfer of the Exchange Stock as set forth in
Section 2 hereinbelow, PROFIRE Shareholders would hold approximately
seventy-eight percent (78%) of the then-outstanding common stock of FZON
representing a controlling interest in FZON. The Exchange Transaction will
result in PROFIRE becoming a wholly-owned subsidiary of FZON.
AGREEMENT
Section 1
Transfer of Shares
1.1
All shareholders of PROFIRE (the "Shareholders" or the "PROFIRE Shareholders"),
as of the date of Closing as such term is defined in Section 3 herein (the
"Closing" or the "Closing Date"), shall transfer, assign, convey and deliver to
FZON on the Closing Date, certificates, or written equivalent documentation if
certificates are non-existent, representing one hundred percent (100%) of the
outstanding PROFIRE capital stock (the "PROFIRE Stock"). The transfer of the
PROFIRE Stock shall be made free and clear of all liens, mortgages, pledges,
encumbrances or charges, whether disclosed or undisclosed, except as the PROFIRE
Shareholders and FZON shall have otherwise agreed in writing.
Section 2
Issuance of Exchange Stock to PROFIRE Shareholders
2.1
As consideration for the transfer, assignment, conveyance and delivery of the
PROFIRE Stock hereunder, FZON shall, at the Closing issue to the PROFIRE
Shareholders listed in Exhibit B, being all of the shareholders of PROFIRE, pro
rata in accordance with each Shareholder's percentage ownership of PROFIRE
immediately prior to the Closing,