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 LAW, 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.
STOCK EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION
STOCK EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") dated as
of April 1, 2002 between E-biz Venture Corp., a Delaware Corporation ("E-biz"),
Western Pathology Consultants, Inc., a Nebraska Corporation ("WPCI"), and the
persons listed on Exhibit A hereof ("Shareholders") being the owners of record
of all the issued and outstanding stock of WPCI.
E-biz wishes to acquire and Shareholders wish to transfer all of the issued
and outstanding stock of WPCI in a transaction intended to qualify as a
reorganization within the meaning of Section 368(a)(1)(B) of the Internal
Revenue Code of 1986 as amended.
NOW, THEREFORE, E-biz, WPCI and Shareholders adopt this plan of
reorganization and agree as follows:
SECTION 1. EXCHANGE OF STOCK
1.1 Number of Shares and Exchange Ratio. Shareholders agree to transfer to
E-biz at the Closing, the stock owned by them in WPCI, $.00067 par value per
share ("WPCI Shares") in exchange for the same number of shares of the common
stock of E-biz, par value $.0001 per share ("E-biz Shares").
1.2 Delivery of Certificates by Shareholders. The transfer of the WPCI
Shares by the Shareholders shall be effected by the delivery to E-biz at Closing
of certificates representing the transferred shares endorsed in blank or
accompanied by appropriate stock powers.
1.3 Further Assurances. At the Closing and from time to time thereafter,
the Shareholders shall execute such additional instruments and take such other
action as E-biz may request in order more effectively to sell, transfer and
assign the transferred stock to E-biz and to confirm E-biz's title thereto.
SECTION 2. CLOSING
The closing contemplated by Section 1.1 (the "Closing") shall be held at
the offices of E-biz, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on May 1,
2002 or at such other time and agreed upon by the parties hereto.
SECTION 3. REPRESENTATIONS, WARRANTIES
AND COVENANTS OF WPCI AND SHAREHOLDERS
WPCI represents and warrants to, and covenants with, E-biz as follows:
3.1 Corporate Status. WPCI is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nebraska and it is
licensed or qualified as a foreign corporation in all states in which the nature
of its business or the character or ownership of its properties makes such
licensing or qualification necessary.
3.2 Capitalization. The authorized capital stock of WPCI consists of
20,000,000 shares of voting common stock, having a par value of $.00067 per
share, of which 5,793,244 shares are issued and outstanding and 3,000,000 shares
of non voting common stock, having a par value of $.00067 per share, of which
39,465 shares are issued and outstanding, all fully paid and nonassessable. The
outstanding stock of WPCI is owned by the Shareholders as shown on Exhibit A.
3.3 Financial Statements. The audited Balance Sheet for the twelve months
ended December 31, 2000 and audited Balance Sheet dated December 31, 2001 of
WPCI, copies of which will be delivered to E-biz prior to Closing, fairly
present the financial position of WPCI as of said date, and, except as set forth
therein, were prepared in conformity with generally accepted accounting
principles consistently applied throughout the period covered thereby.
3.4 Litigation; Compliance With Laws. There are no actions, suits,
proceedings or governmental investigations relating to WPCI or its properties,
assets or business pending or, to the knowledge of WPCI and after reasonable
inquiry, threatened, or any order, injunction, award or decree outstanding,
against WPCI or against or relating to its properties, assets or business; and
neither WPCI, nor after reasonable inquiry, knows of any basis for any such
actions, suits or proceedings within the past two (2) years or any such
governmental investigations, orders, injunctions or decrees at any time in the
past. To the best of WPCI's knowledge, as it relates to compliance with laws, it
is not in violation of any law, regulation, ordinance, order, injunction,
decree, award, or other requirement of any governmental body, court or
arbitrator relating to its properties, assets or business, the violation of
which would have a material adverse effect on WPCI.
3.5 Access to Records. From the date of this Agreement to the Closing, WPCI
agrees (1) to give to E-biz and its representatives full access during normal
business hours to all of its offices, books, records, contracts, and other
corporate documents and properties so that E-biz may inspect and audit them and
(2) to furnish such information concerning WPCI's properties and affairs as
E-biz may reasonably request.
3.6 Access to Information regarding E-biz. WPCI has had a reasonable
opportunity to obtain any reasonably available information relating to E-biz and
has had an opportunity to meet with the representatives of E-biz and to have
them answer any questions and provide additional information regarding E-biz
3.6 Confidentiality. Until the Closing, and permanently if there is no
Closing, WPCI and its representatives will keep confidential any nonpublic
information which they may obtain from E-biz concerning its properties, assets
and business. If the transactions contemplated by this Agreement do not close,
the WPCI will return to E-biz all written matter with respect to E-biz obtained
by it in connection with this Agreement.
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3.7 Representations and Warranties True at Closing. The representations and
warranties made by WPCI under this Agreement shall be true in all material
respects at the time of Closing.
Each Shareholder represents and warrants to, and covenants with, E-biz,
with regard to the Shareholder's stock, as follows:
3.8 Title to Shares. The Shareholder is the owner, free and clear of any
liens and encumbrances, of the Shareholder's WorkPlace Compliance Shares.
3.9 Investment Intent. The Shareholder is acquiring the E-biz Shares for
investment and not with a view to the resale or distribution thereof. The
Shareholder will execute such documents reflecting such investment intent as may
be requested by E-biz's attorneys. Shareholder's E-biz Shares being issued
pursuant to this Agreement may be sold, pledged, assigned, hypothecated or
otherwise transferred, with or without consideration (a "Transfer"), only
pursuant to an effective registration statement under the 1933 Act, or pursuant
to an exemption from registration under the Securities Act of 1933 ("1933 Act"),
the availability of which is to be established to the satisfaction of E-biz, and
a legend of such restriction may be imprinted on the E-biz Shares to be received
by the Shareholder.
3.10 Representations and Warranties True at Closing. The representations
and warranties made by the Shareholder under this Agreement shall be true in all
material respects at the time of Closing.
SECTION 4. REPRESENTATIONS, WARRANTIES AND
COVENANTS OF E-BIZ
E-biz represents and warrants to, and covenants with, the Shareholders as
follows:
4.1 Corporate Status. E-biz is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Delaware, and has
all necessary corporate powers to own its property and carry on a business, and
is duly qualified to do business and is in good standing in the State of
Delaware. All actions taken on behalf of E-biz in connection with the
transactions contemplated hereby are valid and in accordance with the laws of
the State of Delaware.
4.2 Capitalization. The authorized capital stock of E-biz consists of
100,000,000 shares of common stock, par value $.0001 per share, of which 689,778
shares are issued and outstanding. All outstanding shares have been duly
authorized and validly issued and are fully paid and non-assessable, free of
liens, encumbrances, options, restrictions and legal or equitable rights of
others not a party to this Agreement. At Closing, there shall be no outstanding
subscriptions, options, rights, warrants, convertible securities, or other
agreements or commitments obligating E-biz to issue any additional shares of its
capital stock. To the personal knowledge of the officers and directors of E-biz,
none of the outstanding shares of E-biz is subject to any stock restriction
agreements. To the personal knowledge of the officers and directors of E-biz,
all of the issued and outstanding shares of capital stock of E-biz have not been
issued in violation of any preemptive rights, and, to the personal knowledge of
the officers and directors of E-biz, such shares have not been issued in
violation of any federal or state securities laws or any other Legal Requirement
(as defined in Section 4.7 hereof).
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4.3 Investment Intent. E-biz is receiving the WPCI Shares to be transferred
to E-biz under this Agreement for investment and not with a view to the resale
or distribution thereof, and E-biz has no commitment or present intention to
sell or otherwise dispose of the WorkPlace Compliance Shares.
4.4 Ability to Carry Out Obligations. E-biz has the right, power, and
authority to enter into and perform its obligations under this Agreement. The
execution and delivery of this Agreement by E-biz and the performance by E-biz
of its obligations hereunder shall not cause, constitute, or conflict with or
result in: (i) 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 E-biz is a
party, or by which it may be bound, nor shall any consents or authorizations of
any party other than those hereto be required, (ii) an event that would cause
E-biz to be liable to any party, or (iii) an event that would result in the
creation or imposition or any lien, charge or encumbrance on any asset of E-biz
or upon the securities of E-biz to be acquired by Shareholders.
4.5 Corporate Authorization. E-biz has authorized the execution, delivery,
and performance of this Agreement and the transactions contemplated hereby. No
further corporate action is necessary to authorize the execution, delivery and
performance of this Agreement, and upon such execution and delivery, this
Agreement shall constitute the valid and binding obligation of E-biz,
enforceable against E-biz in accordance with its terms, except as such
enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to creditors' rights
and general principles of equity. Without limiting the generality of the
foregoing, the consummation of this Agreement shall result in the Shareholders
receiving the E-biz Shares, with full voting rights under Delaware law.
4.6 Confidentiality. Until the Closing (and permanently if there is no
closing), E-biz and its representatives will keep confidential any nonpublic
information which they obtain from WPCI or its Shareholders concerning the
properties, assets and business of WPCI. If there is no Closing, E-biz will
return to WPCI all written matter with respect to WPCI obtained by it in
connection with this Agreement.
4.7 No Breach; Required Consents. The execution and delivery of this
Agreement by E-biz does not, and the consummation of the transactions
contemplated by this Agreement by E-biz will not: (i) violate or conflict with
the Articles of Incorporation or the Bylaws of E-biz; (ii) constitute a breach
or default (or an event that with notice or lapse of time or both would become a
breach or default) or give rise to any lien, security interest, pledge, charge,
claim, option, right to acquire, restriction on transfer, voting restriction or
encumbrance of any nature ("Lien"), third-party right of termination,
cancellation, modification or acceleration under any agreement or undertaking to
which E-biz is a party or by which it is bound, except where such breach,
default Lien, third-party right of termination, cancellation, modification or
acceleration would not have a material adverse effect on the business,
properties, assets, condition (financial or otherwise), liabilities or
operations of E-biz, or on the ability of E-biz to perform its obligations under
this Agreement ("Material Adverse Effect"); or (iii) constitute a violation of
any statute, ordinance, code, law, rule, regulation, order or other requirement,
standard or procedure enacted, adopted or applied by any governmental entity,
including judicial decisions applying common law or interpreting any other legal
requirement or any agreement entered into with a governmental entity in
resolution of a dispute or otherwise (collectively, "Legal Requirement"), except
where such violation would not have a Material Adverse Effect on E-biz.
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4.8 Full Disclosure. None of the representations and warranties made by
E-biz or in any certificate or memorandum furnished or to be furnished by E-biz
to WPCI contains or shall contain any untrue statement of a material fact, or
omits any material fact the omission of which would be misleading.
4.9 Compliance With Laws. To the personal knowledge of the officers and
directors of E-biz, E-biz has complied with, and is not in violation of, all
federal, state, or local statutes, laws, and/or regulations pertaining to E-biz
and its business and assets.
4.10 Litigation. E-biz is not a party to any suit, action, arbitration, or
legal, administrative, or other proceeding, or pending governmental
investigation. There is no basis for any such action or proceeding and no such
action or proceeding is threatened against E-biz and E-biz 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.
4.11 Title to Shares. The E-biz Shares to be delivered to Shareholders
shall be, at the Closing, fully paid and non-assessable free and clear of all
liens, security interests, pledges, charges, claims, encumbrances and
restrictions of any kind. None of the E-biz Shares is or shall be subject to any
voting trust or agreement. No person holds or has the right to receive any proxy
or similar instrument with respect to such E-biz Shares. Except as provided in
this Agreement, E-biz is not a party to any agreement which offers or grants to
any person the right to purchase or acquire any of the securities to be issued
to Shareholders. There is no applicable local, state or federal law, rule,
regulation, or decree which would impair, restrict or delay Shareholder's voting
rights with respect to the E-biz Shares.
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4.12 Representations and Warranties True at Closing. The representations
and warranties made by E-biz under this Agreement shall be true in all material
respects at the time of Closing.
SECTION 5. DELIVERIES AT CLOSING
5.1 Items to be Delivered by E-biz. At the Closing, E-biz will deliver or
cause to be delivered to WorkPlace Compliance and Shareholders the following:
(a) Minutes of a meeting of the Board of Directors of E-biz authorizing the
issuance of certificates totaling 5,832,709 E-biz Shares registered in the
names of the Shareholders as shown on Exhibit "A".
(b) A certificate executed by a duly authorized officer of E-biz certifying
that:
(i) The representations and warranties in Section 4 hereof are true and
correct in all material respects as of the Closing; and
(ii) That the person signing this Agreement on behalf of E-biz is
authorized to sign this Agreement and the other documents to be
delivered hereunder on behalf of E-biz.
(c) True and complete copies of the resolutions duly and validly adopted by the
Board of Directors of E-biz evidencing their authorization of the execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby; and
(d) Stock certificates covering the E-biz Shares to be delivered to
Shareholders pursuant to this Agreement.
5.2 Items to be Delivered by WPCI and Shareholders. At the Closing, WPCI
and Shareholders will deliver or cause to be delivered to E-biz the following:
(a) Stock certificates representing all 5,832,709 of the issued and outstanding
WPCI Shares endorsed in blank or accompanied by appropriate stock powers;
(b) Certificates executed by duly authorized officers of WPCI certifying that:
(i) The representations and warranties of WPCI in Section 3 hereof are
true and correct in all material respects as of the Closing; and
(ii) The person signing this Agreement on behalf of WPCI are authorized to
sign this Agreement and the other documents to be delivered hereunder
on behalf of WPCI.
(c) True and complete copies of the resolutions duly and validly adopted by the
Board of Directors of WPCI evidencing their authorization of the execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby.
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SECTION 6. POST CLOSING EVENTS
6.1 Board of Directors and Officers. E-biz and Shareholders agree that on
the Closing of this transaction, and until such time as an annual meeting of the
Shareholders of E-biz can be held, they shall cause the election of the
following Directors and Officers of E-biz:
Name Position
---- --------
Xxxxxxx Xxxxxxxxx Director, President,
Chief Executive Officer and Chairman
Xxxxxx Xxxxxx Director and Secretary/Treasurer
Xxxxx Xxxxxxxxx Director and Vice President
Xxxxxxx Xxxx Director
Xxxxxxx Xxxx Director
Xxxxx Xxxxxxxx Director
Xxxxxx Xxxx Vice President, Finance and Administration
Xxxxxx Xxxxx Vice President, Business Development
6.2 Piggyback Registration Rights. Attached hereto as Exhibit "B" is a list
of certain persons who will be shareholders of E-biz following the consummation
of the transactions contemplated hereby. If at any time or from time to time
following the closing of this Agreement as set forth below, E-biz shall
determine to register any of its securities, either for its own account or the
account of a security holder or holders other than a registration relating
solely to employee benefit plans, or a registration relating solely to employee
benefit plans, then:
(a) E-biz shall promptly give written notice of such proposed Registration to
all of the shareholders listed on Exhibit "B" which shall offer such
holders the right to request inclusion of any of the shares held by said
shareholders in the proposed Registration.
(b) Each of the shareholders listed on Exhibit "B" shall have ten (10) days or
such longer period as shall be set forth in the notice from the receipt of
the notice to deliver to E-biz a written request specifying the number of
shares each such shareholder intends to sell.
(c) If the registration of which E-biz gives notice is for a registered public
offering involving an underwriting, E-biz shall so advise each shareholder
listed on Exhibit "B" as a part of the written notice given pursuant to
Paragraph 6.2 (b). In such event, the right of the shareholder to
registration pursuant to this Agreement shall be conditioned upon such
shareholder's participation in such underwriting and the inclusion of their
securities on the same terms and conditions as the shares of common stock,
if any, otherwise being sold through underwriters under such registration.
6.3 Demand Registration Rights. If the shareholders listed on Exhibit "B"
have not been offered the opportunity to have their shares registered pursuant
to Paragraph 6.2, within six (6) months of the Closing of this Agreement, then
E-biz, if requested by such shareholders listed on Exhibit "B" representing a
majority of the shares listed on said schedule to effect the registration of
said shares, shall promptly give written notice of such proposed Registration to
all of the shareholders listed on Exhibit "B", and thereupon E-biz shall
promptly use its best efforts to effect the Registration of the shares listed on
Exhibit "B" on SEC Form S-1, Form SB-1, Form S-2, Form SB-2 or Form S-3,
whichever is applicable, provided, however, that:
(a) E-biz shall not be required to file and cause to become effective more than
one Registration Statement pursuant to this provision;
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(b) E-biz may include in such Registration requested pursuant to this
provision, any authorized but unissued shares of E-biz common stock for
sale by E-biz, or any issued and outstanding shares of E-biz common stock
for sale by others, provided that the inclusion of any of these shares
shall not affect the ability of the shareholders listed on Exhibit "B" to
register the entire amount of their shares.
6.4 Registration Procedures. In the case of each registration pursuant to
Paragraphs 6.2 and 6.3, E-biz will:
(a) Prepare and file with the Securities and Exchange Commission a registration
statement with respect to such securities on Form S-1, Form SB-1, Form S-2,
Form SB-2 or Form S-3, whichever is applicable, and use its best efforts to
cause such registration statement to become and remain effective for at
least one hundred eighty (180) days or until the distribution described in
the registration statement has been completed;
(b) Furnish to the shareholders listed on Exhibit "B" participating in such
registration and to the underwriters of the securities being registered
such reasonable number of copies of the registration statement, preliminary
prospectus, final prospectus and such other documents as such underwriters
may reasonably request in order to facilitate the public offering of such
securities;
(c) Use its best efforts to register and qualify the securities covered by the
registration statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably requested by the shareholders listed
on Exhibit "B" participating in such registration, provided that E-biz
shall not be required in connection therewith or as a condition thereto to
qualify to do business or to file a general consent to services of process
in any such states or jurisdictions; and
(d) In the event of any underwritten public offering, enter into and perform
all its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter of such offering. Each shareholder
listed on Exhibit "B" participating in such underwriting shall also enter
into and perform its obligations under such an agreement.
6.5 Expenses. All expenses incurred in connection with E-biz's performance
of or compliance with the terms of Paragraphs 6.2, 6.3, and 6.4 of this
Agreement shall be borne by E-biz.
SECTION 7. SURVIVAL OF REPRESENTATIONS,
WARRANTIES AND COVENANTS
The representations, warranties and covenants made by the parties in this
Agreement shall survive Closing however no Shareholder shall have any liability
for any breach of a representation or warranty made by WPCI or any other
Shareholder.
SECTION 8. SHAREHOLDERS' REPRESENTATIVE
The Shareholders hereby irrevocably designate and appoint Xxxxxxx
Xxxxxxxxx, as their agent and attorney in fact ("Shareholders' Representative")
with full power and authority until the Closing to execute, deliver, and receive
on their behalf all notices, requests and other communications hereunder; to fix
and alter on their behalf the date, time and place of Closing; to waive, amend
or modify any provisions of this Agreement, and to take such other action on
their behalf in connection with this Agreement, the Closing, and the
transactions contemplated hereby as such agent or agents deem appropriate;
provided, however, that no such waiver, amendment or modification may be made if
it would decrease the number of shares to be issued to the Shareholders under
Section 1 hereof.
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SECTION 9. GENERAL PROVISIONS
9.1 Further Assurances. At any time, and from time to time, after Closing,
each party will execute such additional instruments and take such action as may
be reasonably requested by the other party to confirm or perfect title to any
property transferred hereunder or otherwise to carry out the intent and purposes
of this Agreement.
9.2 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York (without giving effect to the
choice of law principles thereof) which are applicable to contracts made and to
be performed entirely within the State of New York.
9.3 Jurisdiction; Service of Process. Each of the parties hereto agrees
that all actions or proceedings initiated by any party hereto and arising
directly or indirectly out of this Agreement which are brought to judicial
proceedings shall be litigated in New York. Each of the parties hereto expressly
submits to the jurisdiction of the above-referenced courts and consents to
process being served in any suit, action or proceeding of the nature referred to
above either (a) by the mailing of a copy thereof by registered or certified
mail, postage prepaid, return receipt requested, to its address as set forth
herein or (b) by serving a copy thereof upon such party's authorized agent for
service of process (to the extent permitted by applicable law, regardless
whether the appointment of such agent for service of process for any reason
shall prove to be ineffective or such agent for service of process shall accept
or acknowledge such service); provided that, to the extent lawful and
practicable, written notice of said service upon said agent shall be mailed by
registered or certified mail, postage prepaid, return receipt requested, to the
party at its address as set forth herein. Each party hereto agrees that such
service, to the fullest extent permitted by law, (i) shall be deemed in every
respect effective service of process upon it in any such suit, action or
proceeding, and (ii) shall be taken and held to be valid personal service upon
and personal delivery to it.
9.4 Jury Waiver. EACH OF THE PARTIES HERETO KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES THE RIGHT ANY PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, OR IN CONNECTION WITH THIS
AGREEMENT AND ANY TRANSACTION CONTEMPLATED TO BE COMPLETED IN CONJUNCTION
HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL
OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR
ALL OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT.
9.5 Captions and Headings. The section and paragraph 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.
9.6 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.
9.7 Non-Waiver. Except as otherwise 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 (i) 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, (ii) the acceptance of performance of anything 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 (iii) no waiver by any party of one breach by another party shall
be construed as a waiver with respect to any other or subsequent breach.
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9.8 Time of Essence. Time is of the essence of this Agreement and of each
and every provision hereof.
9.9 Entire Agreement. This Agreement contains the entire Agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings.
9.10 Severability. If any term or provision of this Agreement is invalid,
illegal or incapable of being enforced by any law or public policy, all other
terms and provisions of this Agreement shall nevertheless remain in full force
and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any
party.
9.11 Attorney's Fees. If any legal action or other proceeding is brought
for the enforcement of this Agreement, or because of an alleged dispute, breach,
default or misrepresentation in connection with any of the provisions of this
Agreement, the prevailing party shall be entitled to recover reasonable
attorney's fees and other costs incurred in that action or proceeding, in
addition to any other relief to which it may be entitled.
9.12 Counterparts; Facsimile Signatures. 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. Facsimile signatures shall constitute original signatures for all
purposes of this Agreement. The Shareholders shall each execute a separate
Signature Page, Acceptance and Investment Representation, the form of which is
attached hereto as Exhibit "C".
9.13 Notices. All communications under this Agreement shall be in writing
and shall be delivered by hand or facsimile or mailed by overnight courier or by
registered mail or certified mail, postage prepaid addressed as follows:
If to E-biz: Xxx Xxxxx, President
NexGen Ventures
00 Xxxx 00xx Xxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
If to WPCI: Xxxxxxx Xxxxxxxxx
WorkPlace Compliance
0000 Xxxxxxxx
Xxxxxxxxxxx, XX 00000
Any notice so addressed shall be deemed to be given: if delivered by hand
or facsimile, on the date of such delivery; if mailed by courier, on the fist
business day following the date of such mailing; and if mailed by registered or
certified mail, on the third business day after the date of such mailing.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first written above.
E-BIZ VENTURE CORPORATION,
A Delaware Corporation,
By: /s/Xxx Xxxxx
-----------------------------
Xxx Xxxxx, President
ATTEST:
-----------------------
WESTERN PATHOLOGY CONSULTANTS, INC.,
A Nebraska Corporation,
By: /s/ Xxxxxxx Xxxxxxxxx
------------------------------
Xxxxxxx Xxxxxxxxx, President
ATTEST:
----------------------
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