UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. _____)
SYNERGY STRIPS CORP.
(Name of Issuer)
Common Stock, $0.00001 par value
(Title of Class of Securities)
87165D 109
(CUSIP Number)
Gowan Private Equity Inc.
Dunhill Distribution Group, Inc.
Gowan Capital Inc.
Jack Ross
275 Canterbury Lane
Fall River, Nova Scotia B2T 1A4
(902) 237-1220
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 19, 2015
(Date of Event which Requires Filing of
this Statement)
If
the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
CUSIP No. 87165D 109 Page 2 of 24 | |
1. |
Name of Reporting Person |
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Gowan Private Equity Inc. |
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2. |
Check the Appropriate Box if a Member of a Group |
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a) x |
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b) o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions) |
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WC |
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5. |
Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) |
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Not Applicable |
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6. |
Citizenship or Place of Organization |
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Fall River, Nova Scotia |
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7. |
Sole Voting Power |
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Number of |
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36,116,250 |
Shares |
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Beneficially |
8. |
Shared Voting Power |
Owned By |
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Each Reporting |
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39,724,899 |
Person with |
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9. |
Sole Dispositive Power |
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36,116,250 |
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10. |
Shared Dispositive Power |
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39,724,899 |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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39,724,899 |
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12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |
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Not Applicable |
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13. |
Percent of Class Represented by Amount in Row (11) |
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59.2% |
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14. |
Type of Reporting Person |
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CO |
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CUSIP No. 87165D 109 Page 3 of 24 | |
1. |
Name of Reporting Person |
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Dunhill Distribution Group, Inc.
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2. |
Check the Appropriate Box if a Member of a Group |
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a) x |
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b) o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions) |
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WC |
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5. |
Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) |
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Not Applicable |
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6. |
Citizenship or Place of Organization |
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Fall River, Nova Scotia |
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7. |
Sole Voting Power |
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Number of |
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3,208,649 |
Shares |
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Beneficially |
8. |
Shared Voting Power |
Owned By |
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Each Reporting |
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39,724,899 |
Person with |
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9. |
Sole Dispositive Power |
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3,208,649 |
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10. |
Shared Dispositive Power |
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39,724,899
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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39,724,899
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12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |
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Not Applicable |
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13. |
Percent of Class Represented by Amount in Row (11) |
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59.2%
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14. |
Type of Reporting Person |
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CO
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CUSIP No. 87165D 109 Page 4 of 24 | |
1. |
Name of Reporting Person |
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Gowan Capital Inc.
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2. |
Check the Appropriate Box if a Member of a Group |
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a) x |
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b) o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions) |
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WC |
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5. |
Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) |
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Not Applicable |
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6. |
Citizenship or Place of Organization |
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Fall River, Nova Scotia |
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7. |
Sole Voting Power |
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Number of |
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400,000
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Shares |
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Beneficially |
8. |
Shared Voting Power |
Owned By |
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Each Reporting |
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39,724,899
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Person with |
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9. |
Sole Dispositive Power |
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400,000 |
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10. |
Shared Dispositive Power |
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39,724,899
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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39,724,899
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12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |
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Not Applicable
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13. |
Percent of Class Represented by Amount in Row (11) |
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59.2%
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14. |
Type of Reporting Person |
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CO
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CUSIP No. 87165D 109 Page 5 of 24 | |
1. |
Name of Reporting Person |
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Jack Ross
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2. |
Check the Appropriate Box if a Member of a Group |
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a) x |
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b) o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions) |
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Not Applicable |
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5. |
Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) |
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Not Applicable |
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6. |
Citizenship or Place of Organization |
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Canada |
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7. |
Sole Voting Power |
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Number of |
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39,724,899 |
Shares |
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Beneficially |
8. |
Shared Voting Power |
Owned By |
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Each Reporting |
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39,724,899
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Person with |
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9. |
Sole Dispositive Power |
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39,724,899
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10. |
Shared Dispositive Power |
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39,724,899 |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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39,724,899
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12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |
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Not Applicable |
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13. |
Percent of Class Represented by Amount in Row (11) |
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59.2%
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14. |
Type of Reporting Person |
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IN
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CUSIP No. 87165D 109 Page 6 of 24 | |
Item 1. |
Security and Issuer |
This
statement on Schedule 13D relates to the common stock (the “Common Stock”), par value $0.00001 per share (each
a “Share,” and collectively, the “Shares”) of Synergy Strips Corp., a Nevada Corporation
(the “Issuer” or “Company”).
The Issuer’s principal executive office is located at 865 Spring Street, Westbrook, Maine 04092.
Item
2. |
Identity
and Background |
| (a) | This Schedule 13D is being filed pursuant to Rule 13d-1 of Regulations 13D-G under the Securities Exchange Act of 1934 (the
“Act”) on behalf of the following: |
| (i) | Gowan Private Equity Inc. (“Gowan PE”); |
| (ii) | Dunhill Distribution Group, Inc. (“Dunhill”); |
| (iii) | Gowan Capital Inc. (“Gowan Cap”);
and |
| (iv) | Jack Ross. Mr. Ross is the sole director and the Chief Executive Officer of Dunhill. Mr. Ross is the sole officer and director
of Gowan Cap. Mr. Ross is the sole officer and director of Gowan PE. Mr. Ross is the President, Chief Executive Officer, Chief
Financial Officer and a director of the Issuer. Mr. Ross also is the sole officer and director of Pure Sports, Inc., Rio e Cigs
Inc. and Kenek Brands Inc. |
Each of the foregoing is referred to as
a “Reporting Person” and collectively as the “Reporting Persons.”
| (b) | The business address of the Reporting Persons is 275
Canterbury Lane, Fall River, Nova Scotia B2T 1A4. |
| (c) | The principal business of Synergy Strips Corp. is marketing
and distributing consumer-branded products through various distribution channels, primarily in the health and wellness industry. |
| (d) – (e) | During the last five years, no
Reporting Person: (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), and
(ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in his being
subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Gowan PE, Dunhill and Gowan Cap are each a Nova Scotia
corporation. Jack Ross is a citizen of Canada. |
Item
3. |
Source
and Amount of Funds or Other Consideration |
As
of the date hereof, the Reporting Persons beneficially own an aggregate of 39,724,899 Shares.
CUSIP No. 87165D 109 Page 7 of 24 | |
Item
4. |
Purpose
of Transaction |
Gowan PE acquired its Shares in two separate
transactions for which negotiations began and terms were agreed to simultaneously. The first was on April 19, 2015, in a private
purchase of the Shares, using working capital, and the second was on May 21, 2015, in a private purchase of Shares, also using
working capital. Gowan Cap acquired its Shares on January 20, 2015 as a result of a private purchase from the Company pursuant
to a subscription agreement. Dunhill acquired its Shares on April 21, 2014 as a result of the acquisition by the Issuer of the
Synergy Strips business.
The acquisition of the Issuer’s securities
by the Reporting Persons was for investment purposes and, other than as described in this statement, the Reporting Persons do not
have any present plans or proposals that relate to or would result in: (i) the acquisition by any person of additional securities
of Issuer, or the disposition of securities of Issuer; (ii) an extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving Issuer or any of Issuer’s subsidiaries; (iii) a sale or transfer of a material amount of assets
of Issuer or any of Issuer’s subsidiaries; (iv) any change in the present board of directors or management of Issuer; (v)
any material change in the present capitalization or dividend policy of Issuer; (vi) any other material change in Issuer’s
business or corporate structure; (vii) changes in Issuer’s charter, by-laws or instruments corresponding thereto or other
actions which may impede the acquisition of control of Issuer by any person; (viii) causing a class of securities of Issuer to
be de-listed from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of
a registered national securities association; (ix) a class of equity securities of Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or (x) any action similar to any of those enumerated above.
The Reporting Persons, individually or collectively,
may further acquire, hold, vote, trade, dispose or otherwise deal in the Shares at times, and in such manner, as the Reporting
Persons deem advisable to benefit from changes in market prices of such Shares, changes in the Company’s operations, business
strategy or prospects, or from the sale or merger of the Company.
The Reporting Persons reserve the right
to formulate other plans and take such actions with respect to the Reporting Persons’ Shares, including any or all of the
actions set forth in clauses (i) through (x) of Item 4 of Schedule 13D, or acquire additional Shares or dispose of all the Shares
beneficially owned by the Reporting Persons, in the public market or privately negotiated transactions. The Reporting Persons may
at any time reconsider and change the Reporting Persons’ plans relating to the foregoing.
Item 5. |
Interest in Securities of the Issuer |
| (a) | See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Shares and percentages of the Shares
beneficially owned by each of the Reporting Persons. The percentages used in this Schedule 13D are calculated based
upon 67,095,187 Shares outstanding as of May 15, 2015 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2015 and filed on May 15, 2015. |
| (b) | See rows (7) through (10) of the cover pages to this
Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote
and sole or shared power to dispose or to direct the disposition. |
CUSIP No. 87165D 109 Page 8 of 24 | |
| (c) | The only transactions in the Shares effected within the past sixty days by a Reporting Person were (i) the purchase by Gowan
PE of 16,522,500 Shares on April 19, 2015 in a privately negotiated purchase for an aggregate purchase price of $200,000, (ii)
the purchase by Gowan PE of 17,452,500 Shares on May 21, 2015 in a privately negotiated purchase for an aggregate purchase price
of $8,652.17, and (iii) the purchase by Gowan PE of 2,718,750 Shares on May 21, 2015 in a privately negotiated purchase for an
aggregate purchase price of $1,347.83. |
| (d) | No other person is known by the Reporting Persons to
have the right to receive or the power to direct the receipt of from, or the proceeds from the sale of, any Shares beneficially
owned by a Reporting Person. |
Item
6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Certain stockholders
of the Issuer entered into a Stock Purchase Agreement with Gowan PE, effective as of April 19, 2015, pursuant to which Gowan PE
will purchase 7,953,750 Shares for an aggregate purchase price of $200,000 on October 19, 2015. Certain related stockholders sold
the 16,522,500 Shares to Gowan PE on April 19, 2015, which acquisition is reported in the Schedule 13D. Gowan PE intends to acquire
additional shares of common stock but has no effective agreement to do so at this time.
Item
7. |
Materials
to be Filed as Exhibits |
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Exhibit 1: |
Joint Filing Agreement Statement as required by Rule 13d-1(k)(1) under the Act. |
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Exhibit 2: |
Form of Stock Purchase Agreement, effective as of April 19, 2015 by and among Gowan Private Equity Inc. and certain stockholders of Synergy Strips Corp., identified on Exhibit A thereto. |
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Exhibit 3: |
Form of Stock Purchase Agreement, effective as of May 21, 2015 by and among Gowan Private Equity Inc. and certain stockholders of Synergy Strips Corp., identified on Exhibit A thereto. |
CUSIP No. 87165D 109 Page 9 of 24 | |
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 22, 2015 |
GOWAN PRIVATE EQUITY INC. |
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By: |
/s/ Jack Ross |
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Name: |
Jack Ross |
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Title: |
CEO and President |
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GOWAN CAPITAL INC. |
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By: |
/s/ Jack Ross |
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Name: |
Jack Ross |
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Title: |
CEO and President |
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DUNHILL DISTRIBUTION GROUP, INC. |
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By: |
/s/ Jack Ross |
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Name: |
Jack Ross |
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Title: |
CEO and President |
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JACK ROSS |
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By: |
/s/ Jack Ross |
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Name: |
Jack Ross |
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CUSIP No. 87165D 109 Page 10 of 24 | |
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that
the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this
statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for
the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
Dated: June 22, 2015 |
GOWAN PRIVATE EQUITY INC. |
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By: |
/s/ Jack Ross |
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Name: |
Jack Ross |
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Title: |
CEO and President |
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GOWAN CAPITAL INC. |
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By: |
/s/ Jack Ross |
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Name: |
Jack Ross |
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Title: |
CEO and President |
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DUNHILL DISTRIBUTION GROUP, INC. |
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By: |
/s/ Jack Ross |
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Name: |
Jack Ross |
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Title: |
CEO and President |
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JACK ROSS |
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By: |
/s/ Jack Ross |
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Name: |
Jack Ross |
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CUSIP No. 87165D 109 Page 11 of 24 | |
EXHIBIT 2
STOCK PURCHASE AGREEMENT
This Stock Purchase
Agreement (the “Agreement”) is made effective as of April 19, 2015, by and among Gowan Private Equity Inc., a Nova
Scotia corporation (the “Buyer”), and the entities set forth on Exhibit A attached hereto (the “Sellers”
and each individually, a “Seller”), stockholders of Synergy Strips Corp., a Nevada corporation (the “Corporation”).
RECITALS
| A. | The Sellers collectively own Twenty-Four Million Four Hundred Seventy-Six Thousand Two Hundred
Fifty (24,476,250) shares of the common stock of the Corporation (the “Shares”). |
| B. | The Buyer desires to purchase the Shares from the Sellers for a total aggregate purchase price
of $400,000.00 (the “Purchase Price”), subject to the terms and conditions hereinafter set forth in this Agreement. |
AGREEMENT
NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.
| 1. | Sale and Purchase of Shares. |
(a) On April 19, 2015
(the “First Closing Date”), the Sellers will sell to the Buyer, and the Buyer will purchase from the Sellers, Sixteen
Million Five Hundred Twenty Two Thousand Five Hundred Shares (16,522,500) (the “First Closing Shares”) and Buyer will
tender $200,000.00 (half of the Purchase Price), which portion of the Purchase Price will be made payable to Silverton SA - GTS
as agent for the Sellers.
(b) On October 19,
2015 (the “Second Closing Date”), the Sellers will sell to the Buyer, and the Buyer will purchase from the Sellers,
Seven Million Nine Hundred Fifty-Three Thousand Seven Hundred Fifty Shares (7,953,750) (the “Second Closing Shares”)
and Buyer will tender $200,000.00 (half of the Purchase Price), which portion of the Purchase Price will be made payable to Silverton
SA - GTS as agent for the Sellers.
CUSIP No. 87165D 109 Page 12 of 24 | |
(a) The closing of the sale and
purchase of the Shares (each a “Closing”) shall take place remotely via the exchange of signatures and documents on
the dates specified above (each a “Closing Date”), or at such other time as the parties shall agree upon either orally
or in writing.
(b) At the Closing, the Sellers
will deliver to the Buyer this executed Agreement and, on the Second Closing Date, the Second Closing Shares. Sellers represent
and warrant that they have previously delivered the First Closing Shares to Buyer.
(c) The “Power of Attorney
to Transfer Securities”, “Resolution to Transfer Securities” and “Purchase and Sale Agreement” previously
executed by each Seller with respect to such Seller’s portion of the Shares is hereby expressly ratified, authorized and
acknowledged by each Seller to be effective and Buyer is directed and authorized to insert its name as transferee.
| 3. | Representations by Seller. In connection with
the sale of the Shares to the Buyer, each Seller represents to the Buyer as follows. |
(a) Seller
has all requisite legal or other power and authority to enter into this Agreement, to sell and deliver the Shares to be sold by
Seller hereunder and to carry out and perform Seller’s
obligations under the terms of this Agreement.
(b) All
action on the part of Seller necessary for the authorization, execution, delivery and performance of Seller’s
obligations under this Agreement and any document contemplated hereby, and the assignment, sale and delivery of the Shares to be
delivered by Seller hereunder has been taken prior to the execution hereof. This Agreement, when executed and delivered by Seller,
will constitute Seller’s valid and binding obligation in accordance with its terms.
(c) The execution and delivery by
Seller of this Agreement, and the consummation of the transactions contemplated hereby and thereby, and compliance with the terms
and conditions hereof and thereof, and the sale and transfer of the Shares pursuant hereto does not and will not breach, conflict
with, or result in any violation of or default (with or without notice or lapse of time or both) under, or give rise to a right
of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, or result in the creation or
imposition of any lien of any nature whatsoever upon any of the properties or assets of Seller under (i) any loan or credit agreement,
note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, commitment, permit, agreement, understanding,
instrument or obligation or other arrangement to which Seller is a party or by which Seller may be bound or affected, or (ii) any
judgment, order, writ, injunction or any decree, or any statute, law, ordinance, rule or regulation applicable to Seller or any
of Seller’s properties or assets.
(d) Seller represents and warrants
that Seller has sufficient knowledge and experience in financial, business and tax matters (or has consulted with professional
advisors who have such knowledge and expertise) as to be capable of evaluating the sale of the Shares and to make an informed decision
with respect thereto.
CUSIP No. 87165D 109 Page 13 of 24 | |
(e) Seller is the sole owner of
the Shares free and clear of all liens, claims, encumbrances and restrictions of any kind, and the Shares represent all of the
Seller’s equity interest in the Corporation.
(f) Seller is not subject to any
restraint or limitation upon the sale of Shares and no consents from any person were or are required for the transfer hereunder.
(g) Seller is aware
of the Company’s business affairs and financial condition.
(h) Seller agrees that the purchase
price set forth herein is fair and adequate compensation based on all relevant facts and circumstances.
(i) Seller acknowledges that, following
the Closing, Seller has no further claim on the Shares whatsoever.
(j) Seller has reviewed with his
own tax advisors the federal, state, local and foreign tax consequences of the sale of the Shares. The Seller has relied solely
on such advisors and not on any statements or representations of the Buyer, the Corporation or any of their respective agents for
the federal, state, local and foreign tax consequences to the Seller that may result from the sale of the Shares at the Closing.
The Seller understands that it is responsible for any tax liability of the Seller that may arise as a result of the sale of the
Shares at the Closing.
| 4. | Representations by Buyer.
In connection with the purchase of the Shares from the Seller, the Buyer represents to the Seller as follows. |
(a) Buyer
has all requisite legal or other power and authority to enter into this Agreement, to purchase the Shares to be purchased by the
Buyer hereunder and to carry out and perform Buyer’s obligations
under the terms of this Agreement.
(b) All action on
the part of Buyer necessary for the authorization, execution, delivery and performance of Buyer’s obligations under this
Agreement and any document contemplated hereby has been taken prior to the execution hereof. This Agreement, when executed and
delivered by Buyer, will constitute Buyer’s valid and binding obligation in accordance with its terms.
(c) Buyer has sufficient knowledge
and experience in financial, business and tax matters (or has consulted with professional advisors who have such knowledge and
expertise), and has had full access to the records of the Corporation with respect thereto, as to be capable of evaluating the
acquisition of the Shares and to make an informed decision with respect thereto.
(d) Buyer has relied
upon that certain Attestation of Counsel, attached hereto as Exhibit B, in making its decision to enter into this Agreement.
CUSIP No. 87165D 109 Page 14 of 24 | |
| 5. | Indemnification. Each Party hereto agree to indemnify
and hold harmless the other Party against and from any and all claims, damages, liability, loss and rights of recovery (civil
and criminal, to the extent, if any, legally assignable), including attorney's fees and costs suffered or incurred by the indemnified
party by reason of any untrue representation, breach of warranty or nonfulfillment of any covenant by the indemnifying party contained
herein or in any certificate, document or instrument delivered pursuant hereto or in connection herewith. |
| 6. | Entire Agreement. This Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings,
negotiations and discussions, whether written or oral, between the parties with respect thereto. |
| 7. | Survival of Representations and Warranties. All
representations and warranties made in this Agreement, or any other instrument or document delivered in connection herewith or
therewith, shall survive the execution and delivery hereof or thereof. |
| 8. | Binding and Successors. The provisions of this
Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their heirs, successors and assigns. |
| 9. | Governing Law. This Agreement shall be construed
in accordance with and governed by the laws of the State of Delaware. |
[Signature page follows immediately]
CUSIP No. 87165D 109 Page 15 of 24 | |
IN WITNESS WHEREOF, the parties hereto have
executed this Stock Purchase Agreement as of the day and year first set forth above.
BUYER: |
GOWAN PRIVATE EQUITY INC. |
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|
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By: |
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Name: |
Jack Ross |
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Title: |
CEO and President |
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SELLERS: |
MORRIS CAPITAL, INC. |
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By: |
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Name: |
Robert Harris |
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Title: |
President |
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EUROPA CAPITAL AG |
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By: |
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Name: |
Jowel Quintana |
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Title: |
President |
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MARIPOSA ACOSIADOS SA |
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By: |
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Name: |
Mark Anthony Cruz |
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Title: |
CEO |
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PARMA SECURITIES LTD |
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By: |
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Name: |
Justiniand Espiritu |
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Title: |
President |
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SIENNA INSTITUTE INC. |
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By: |
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Name: |
Jose Santos |
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Title: |
Managing Director |
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WOLF BAY CORP. |
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By: |
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Name: |
Franklin Suelo |
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Title: |
President |
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CUSIP No. 87165D 109 Page 16 of 24 | |
EXHIBIT A
Name of Seller |
Number of Shares of
Common Stock to be Purchased |
MORRIS CAPITAL INC. |
2,422,500 |
EUROPA CAPITAL AG |
2,950,000 |
MARIPOSA ACOSIADOS SA |
2,900,000 |
PARMA SECURITIES LTD |
2,850,000 |
SIENNA INSTITUTE INC. |
2,750,000 |
WOLF BAY CORP. |
2,650,000 |
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|
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|
|
|
|
|
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|
|
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|
|
|
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|
|
|
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|
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Total |
|
CUSIP No. 87165D 109 Page 17 of 24 | |
EXHIBIT 3
STOCK PURCHASE AGREEMENT
This Stock Purchase
Agreement (the “Agreement”) is made effective as of 21st of May, 2015, by and among Gowan Private Equity
Inc., a Nova Scotia corporation (the “Buyer”), and the individuals set forth on Exhibit A attached hereto (the
“Sellers” and each individually, a “Seller”), stockholders of Synergy Strips Corp., a Nevada corporation,
formerly known as Oro Capital Corporation (the “Corporation”).
RECITALS
| A. | The Sellers were stockholders in Oro Capital Corporation, a Nevada corporation (“Oro”). |
| B. | On April 21, 2014, Oro merged with and into the Corporation (the “Merger”). |
| C. | Following the Merger, the Sellers collectively own Seventeen Million Four Hundred Fifty Two Thousand
Five Hundred (17,452,500) shares of the common stock of the Corporation (the “Shares”). |
| D. | The Buyer desires to purchase the Shares from the Sellers for a total aggregate purchase price
of US $8,652.17 (the “Purchase Price”), effective as of the date hereof, subject to the terms and conditions hereinafter
set forth in this Agreement. |
AGREEMENT
NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.
1. Sale and Purchase of Shares.
On the Closing Date (as defined below), the Sellers will sell to the Buyer, and the Buyer will purchase from the Sellers, the Shares,
for the Purchase Price, which Purchase Price shall be distributed to each Seller in accordance with the allocations set forth on
Exhibit A attached hereto.
2. Closing.
(a) The closing of the sale and
purchase of the Shares (the “Closing”) shall take place remotely via the exchange of signatures and documents at 10:00
a.m. EDT on the date hereof (the “Closing Date”), or at such other time as the parties shall agree upon either orally
or in writing.
CUSIP No. 87165D 109 Page 18 of 24 | |
(b) At the Closing, the Sellers
will deliver to the Buyer this executed Agreement and, the Notarial Authentication Certificate (for authentication of documents
executed in RSA for use outside of RSA) in substantially the form attached hereto as Exhibit B.
(c) The “Power of Attorney
to Transfer Bonds-Shares” and “Power of Attorney to Transfer Securities” dated November 2013 or December 2013
and executed by each Seller with respect to such Seller’s portion of the Shares, as adjusted for any and all stock splits,
is hereby expressly authorized and acknowledged by each Seller to be effective and Buyer is instructed to insert its name as transferee.
3. Representations by Seller.
In connection with the sale of the Shares to the Buyer, each Seller represents to the Buyer as follows.
(a) Seller
has all requisite legal or other power and authority to enter into this Agreement, to sell and deliver the Shares to be sold by
Seller hereunder and to carry out and perform Seller’s
obligations under the terms of this Agreement.
(b) All
action on the part of Seller necessary for the authorization, execution, delivery and performance of Seller’s
obligations under this Agreement and any document contemplated hereby, and the assignment, sale and delivery of the Shares to be
delivered by Seller hereunder has been taken prior to the execution hereof. This Agreement, when executed and delivered by Seller,
will constitute Seller’s valid and binding obligation in accordance with its terms.
(c) The execution and delivery by
Seller of this Agreement, and the consummation of the transactions contemplated hereby and thereby, and compliance with the terms
and conditions hereof and thereof, and the sale and transfer of the Shares pursuant hereto does not and will not breach, conflict
with, or result in any violation of or default (with or without notice or lapse of time or both) under, or give rise to a right
of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, or result in the creation or
imposition of any lien of any nature whatsoever upon any of the properties or assets of Seller under (i) any loan or credit agreement,
note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, commitment, permit, agreement, understanding,
instrument or obligation or other arrangement to which Seller is a party or by which Seller may be bound or affected, or (ii) any
judgment, order, writ, injunction or any decree, or any statute, law, ordinance, rule or regulation applicable to Seller or any
of Seller’s properties or assets.
(d) Seller represents and warrants
that Seller has sufficient knowledge and experience in financial, business and tax matters (or has consulted with professional
advisors who have such knowledge and expertise) as to be capable of evaluating the sale of the Shares and to make an informed decision
with respect thereto.
(e) Seller is the sole owner of
the Shares free and clear of all liens, claims, encumbrances and restrictions of any kind, and the Shares represent all of the
Seller’s equity interest in the Corporation.
CUSIP No. 87165D 109 Page 19 of 24 | |
(f) Seller is not subject to any
restraint or limitation upon the sale of Shares and no consents from any person were or are required for the transfer hereunder.
(g) Seller is aware
of the Company’s business affairs and financial condition.
(h) Seller agrees that the purchase
price set forth herein is fair and adequate compensation based on all relevant facts and circumstances.
(i) Seller acknowledges that, following
the Closing, Seller has no further claim on the Shares whatsoever.
(j) Seller has reviewed with his
own tax advisors the federal, state, local and foreign tax consequences of the sale of the Shares. The Seller has relied solely
on such advisors and not on any statements or representations of the Buyer, the Corporation or any of their respective agents for
the federal, state, local and foreign tax consequences to the Seller that may result from the sale of the Shares at the Closing.
The Seller understands that it is responsible for any tax liability of the Seller that may arise as a result of the sale of the
Shares at the Closing.
4. Representations
by Buyer. In connection with the purchase of the Shares from the Seller, the Buyer represents to the Seller as follows.
(a) Buyer
has all requisite legal or other power and authority to enter into this Agreement, to purchase the Shares to be purchased by the
Buyer hereunder and to carry out and perform Buyer’s obligations
under the terms of this Agreement.
(b) All action on
the part of Buyer necessary for the authorization, execution, delivery and performance of Buyer’s obligations under this
Agreement and any document contemplated hereby has been taken prior to the execution hereof. This Agreement, when executed and
delivered by Buyer, will constitute Buyer’s valid and binding obligation in accordance with its terms.
(c) Buyer has sufficient knowledge
and experience in financial, business and tax matters (or has consulted with professional advisors who have such knowledge and
expertise), and has had full access to the records of the Corporation with respect thereto, as to be capable of evaluating the
acquisition of the Shares and to make an informed decision with respect thereto.
5. Indemnification. Each
Party hereto agree to indemnify and hold harmless the other Party against and from any and all claims, damages, liability, loss
and rights of recovery (civil and criminal, to the extent, if any, legally assignable), including attorney's fees and costs suffered
or incurred by the indemnified party by reason of any untrue representation, breach of warranty or nonfulfillment of any covenant
by the indemnifying party contained herein or in any certificate, document or instrument delivered pursuant hereto or in connection
herewith.
6. Entire Agreement. This
Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements, understandings, negotiations and discussions, whether written or oral, between the parties with respect thereto.
CUSIP No. 87165D 109 Page 20 of 24 | |
7. Survival of Representations
and Warranties. All representations and warranties made in this Agreement, or any other instrument or document delivered in
connection herewith or therewith, shall survive the execution and delivery hereof or thereof.
8. Binding and Successors.
The provisions of this Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their heirs,
successors and assigns.
9. Governing Law. This Agreement
shall be construed in accordance with and governed by the laws of the State of Delaware.
[Signature page follows immediately]
CUSIP No. 87165D 109 Page 21 of 24 | |
IN WITNESS WHEREOF, the parties hereto have
executed this Stock Purchase Agreement as of the day and year first set forth above.
BUYER: |
GOWAN PRIVATE EQUITY INC. |
|
|
|
By: |
|
|
Name: |
Jack Ross |
|
Title: |
|
|
|
|
SELLERS: |
|
|
|
Name: |
Phelisa Tshikila |
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|
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Name: |
Ernest Cedras |
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Name: |
Erick Zana |
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Name: |
Lewellyn Michaels |
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Name: |
Warren Sipongo |
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Name: |
Brendon Leonard |
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Name: |
Edmond Cupido |
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|
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Name: |
Pieter Lucas |
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Name: |
Pieter Wewers |
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|
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|
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Name: |
Filichiano Vries |
CUSIP No. 87165D 109 Page 22 of 24 | |
SELLERS: |
|
|
|
Name: |
Marshall Koopman |
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|
|
|
|
|
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Name: |
Edward McCallum |
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|
|
|
|
|
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Name: |
Philip Beauzick |
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|
|
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|
|
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Name: |
Sebastion Denver Andrews |
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|
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|
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Name: |
Bryan Leonard |
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|
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Name: |
Gerald James Kamm |
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|
|
|
|
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Name: |
Dirkie Mouers |
|
|
|
|
|
|
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Name: |
Rozane Plaatjies |
|
|
|
|
|
|
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Name: |
Eddie Monigan |
|
|
|
|
|
|
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Name: |
Daniel Ruiters |
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|
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Name: |
Estiaan James Windwaai |
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Name: |
Denzil Michaels |
CUSIP No. 87165D 109 Page 23 of 24 | |
EXHIBIT A
Name of Seller |
Stock Certificate Number(s) |
Number of Shares of
Common Stock to be Purchased, as Adjusted for
Stock Splits |
Aggregate Purchase Price |
Phelisa Tshikila |
2, 75 |
750,000 |
$371.82 |
Ernest Cedras |
5, 52 |
750,000 |
$371.82 |
Erick Zana |
6, 80 |
562,500 |
$278.86 |
Lewellyn Michaels |
7, 63 |
1,125,000 |
$557.72 |
Warren Sipongo |
9, 74 |
750,000 |
$371.82 |
Brendon Leonard |
12, 57 |
750,000 |
$371.82 |
Edmond Cupido |
13, 54 |
750,000 |
$371.82 |
Pieter Lucas |
14, 59 |
750,000 |
$371.82 |
Pieter Wewers |
17, 77 |
750,000 |
$371.82 |
Filichiano Vries |
19, 76 |
1,125,000 |
$557.72 |
Marshall Koopman |
20, 56 |
750,000 |
$371.82 |
Edward McCallum |
22, 60 |
750,000 |
$371.82 |
Philip Beauzick |
23, 49 |
562,500 |
$278.86 |
Sebastion Denver Andrews |
24, 39 |
577,500 |
$286.30 |
Bryan Leonard |
25, 58 |
750,000 |
$371.82 |
Gerald James Kamm |
26, 55 |
750,000 |
$371.82 |
Dirkie Mouers |
28, 66 |
562,500 |
$278.86 |
Rozane Plaatjies |
29, 71 |
562,500 |
$278.86 |
Eddie Monigan |
34, 65 |
750,000 |
$371.82 |
Daniel Ruiters |
35, 73 |
1,125,000 |
$557.72 |
Estiaan James Windwaai |
36, 79 |
1,125,000 |
$557.72 |
Denzil Michaels |
37, 62 |
1,125,000 |
$557.72 |
|
|
|
|
|
|
|
|
Total |
|
17,452,500 |
$8,652.17 |
CUSIP No. 87165D 109 Page 24 of 24 | |
EXHIBIT B
Notarial Authentication Certificate (for authentication
of documents executed in RSA for use outside of RSA
Synergy CHC (CE) (USOTC:SNYR)
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