EXHIBIT 10.1
FOREST GLADE INTERNATIONAL INC.
OFFERING SALES AGENCY AGREEMENT
This Agreement is made by and between FOREST GLADE INTERNATIONAL INC. a
Nevada Corporation ("the Company") and Pacific Rim Investments, Inc., a
Corporation organised under the laws of the Republic of Vanuatu (the "Sales
Agent") concerning an offering of Shares of the Company's Common Stock to
be conducted by the Sales Agent (the "Shares" and the "Offering").
The Parties Agree as follows:
1. ENGAGEMENT AS SALES AGENT. Pacific Rim Investments, Inc., is hereby
engaged by the Company as a Sales Agent for the Offering to sell up to
10,000,000 Common Shares at a price to the Purchasers thereof of $0.01 U.S.
per Share. The Sales Agent's engagement shall be on a "best efforts"
"continuous offering" basis. This Agreement shall terminate when all of the
Shares to be offered pursuant to this Agreement are sold unless terminated
earlier pursuant to this Agreement. The Sales Agent will promptly deliver
funds by noon of the third business day following it's receipt into an
account of the Company, and all payments will be made by wire transfer of
funds to the Company. Promptly upon execution of this Agreement, the
Company shall cause such certificates representing 10,000,000 Shares of
Common Stock to be issued in the name of the Sales Agent. Such certificates
shall be free of any restrictive legend as to it's transferability.
However, the Company's Transfer Agent shall prohibit the transfer of Shares
except as certified by the Sales Agent and the Company of the sale of the
Shares pursuant to this Offering and as set forth in Paragraph below.
2. COMPLIANCE WTTH SECURITIES LAWS. The Company and the Sales Agent have
and will comply with all necessary or desirable statutory or regulatory
requirements in the United States of America ("United States"), the
Republic of Vanuatu and each state or nation in which the securities may be
offered or sold in connection with the Offering. The Sales Agent will not
act without having received all such consents or approvals of governmental
or other agencies, persons or institutions which may be reasonably
considered necessary or desirable in connection with the Offering and such
consents or approvals having been received in terms acceptable to the
Company and the
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Sales Agent and being in full force and effect. The Company and the Sales
Agent agree that the Offering shall be conducted in the Republic of Vanuatu
and that the Sales Agent shall provide a legal opinion acceptable to the
Company as to compliance with all relevant laws of the Republic of Vanuatu.
3. MATERIAL INFORMATION AND OFFERING MATERIALS. The Company
has provided the Sales Agent with all material information regarding the
Company, it's operations, management, principal owners, financial condition
and business plans. Upon request of the Sales Agent, the Company shall
prepare an Offering Memorandum which fully and fairly describes the
Company, the securities and terms of the Offering in compliance with the
requirements of Regulation D of the United States Securities and Exchange
Commission (the "Memorandum"). The Company will prepare and deliver to the
Sales Agent as many copies of the Memorandum as the Sales Agent may
reasonably require. The Sales Agent shall not prepare or use a Memorandum
or other sales material without the prior review and written consent of the
Company.
4. SALES COMMISSION. The Sales Agent shall be paid a sales commission of
10% of the sales price per Share for each Share sold by the Sales Agent in
the Offering. The commission shall be deducted from the proceeds of the
Sale of the Shares deposited from time to time by the Sales Agent with the
Company and accompanied by an accounting of the sales and commissions
deducted therefrom.
5. DUE DILIGENCE COOPERATION. The Company agrees that all documents and
other information relating to the Company's affairs have been and will be
made available upon request to the Sales Agent at the Sales Agents office
and copies of any such documents will be furnished upon request to the
Sales Agent. Included within the documents which must be made available as
soon as possible to the extent not already in the possession of the Sales
Agent are at least the Company's Articles of Incorporation and all
amendments thereto, the Company's By-Laws and all amendments thereto,
Minutes of all the Company's Incorporates, Directors and Shareholders
Meetings, all financial statements of the Company, and correct copies of
any material contracts or agreements to which the Company is a party.
6. SALES & BENEFICIAL OWNERSHIP RECORDS. Within 30 days of the
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completion or termination of the Offering, the Sales Agent shall provide
the Company with an accurate account of all sales made in the Offering.
Such account shall indicate the name and address of each individual
purchaser, the number of Shares purchased and whether the certificate or
certificates evidencing the Shares purchased are to be issued to the
purchasers in joint tenancy or otherwise. In the event the purchaser is
reasonably believed to be subject to U.S. income taxation, the Sales Agent
shall also provide the purchaser's social security number or taxation ID
number of the Purchaser. In the event, that Purchasers do not elect to
receive individual certificates for Shares purchased, the Sales Agent shall
continue to hold the certificates for the Shares as the Record Owner on
behalf of the Beneficial Owner(s) who are such Purchaser(s) as have elected
for the Sales Agent to hold the Shares. The Sales agent shall promptly
notify the Company of changes to the Beneficial Owners for whom it serves
as record owner and shall indemnity and hold harmless the Company and its
Transfer Agent from all liability arising from its holding Shares on behalf
of the Purchasers thereof.
7. COMPANY'S EXPENSES. The Company agrees that it will bear all costs and
expenses incident to the issuance, offer, sale and delivery of the Shares,
including all expenses, fees and legal council fees of qualification under
securities laws, the fees and disbursements of legal counsel and
accountants for the Company, the cost of preparing and printing sales
material or Memorandum and related exhibits, including all amendments and
supplements to the Memorandum, the cost of printing as many Memorandums as
the Sales Agent reasonably may deem necessary, and the expenses incurred by
Company representatives in attending a reasonable number of "due diligence"
meetings (which shall include all expenses of presentations reasonably
specified by the Sales Agent) with the Sales Agents representatives and any
other expenses customarily paid by an issuer.
8. SALES AGENT EXPENSES. The Sales Agent shall pay its own expenses
including all mailing, telephone, travel and clerical costs and all other
office costs incurred or to be incurred by the Sales Agent or by it's sales
personnel in connection with the Offering as well as all fees and expenses
of any legal counsel whom it may employ to represent it in connection with
the Offering.
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9. RIGHT OF INSPECTION. For a period of five years after the date of this
Agreement, the Sales Agent will have the right, at the Sales Agent's
expense, to have a person or persons selected by the Sales Agent, review
the books and records of the Company, provided that the Sales Agent may
cause such review no more than once in any twelve (12) month period.
10. FINDER. The Company and the Sales Agent represent to each other that no
person has acted as a finder in connection with this Agreement and each
will indemnify the other party with respect to any claim for finders fees
in connection herewith.
11. INDEMNIFICATION. The Parties agree to indemnify, defend, and hold each
other and each person, if any, who controls the Company or the Sales Agent,
free and harmless from and against any and all losses, claims, demands,
liabilities, and expenses (including reasonable legal or other expenses
incurred in connection with defending or investigating any such claims or
liabilities, whether or not resulting in any liability to the Party or
controlling person(s) which the Party or controlling person(s) may incur
under the United States law, U.S. State Securities Laws, common law or
Vanuatu law or otherwise, but only to the extent that such liabilities
arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact (or omission of a material fact necessary to
make the statements not misleading) contained in any document prepared
pursuant to this Agreement; provided, however, that this indemnity
agreement shall not apply to statements or omissions made in reliance upon
information furnished by either Party, in writing, expressly in use for any
document prepared pursuant to this Agreement. The foregoing indemnity shall
not be deemed to protect Party or controlling person(s) to which either
Party would otherwise be subject by reason of willful misfeasance, bad
faith, or gross negligence in the performance of their duties, or by reason
of their reckless disregard of their obligations and duties under this
Agreement; and such indemnity shall further not apply to any violations,
statements or omissions made in reliance upon written information furnished
to either Party expressly for use in any documents prepared pursuant to
this Agreement. Each Party and their controlling person(s) agree to give
the other Party and their controlling person(s) an opportunity to
participate in the defense or preparation of the defense of any action
brought to enforce any such claim or liability for which the Parties have
agreed to indemnity and defend, and each Party shall have the right so to
participate. Th agreement of each Party under the foregoing indemnity is
expressly conditioned upon notice of any such
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action having been sent by the Party or controlling person(s), as the case
may be, to the other Party, promptly after the commencement of such action
against either Party or controlling person(s), such notice either being
accompanied by copies of papers served or filed in connection with such
action or by a statement of the nature of the action to the extent known to
the Party. Failure to notify the other Party within a reasonable amount of
time of any such action shall relieve the other Party of it's respective
liabilities under the foregoing indemnity, but failure to notify the other
Xxxxx shall not relieve it from any liability which it may have to the
other Party or controlling person(s) other than on account of this
indemnity provision. Neither Party shall be liable for amounts paid in
settlement of any such claim if such settlement was effected without its
prior notification. The provisions of this paragraph shall not in any way
prejudice any right or rights which either Party may have against the other
Party under any Federal or State securities law, at common law or
otherwise.
12. NOTICE OF LEGAL PROCEEDINGS. It is agreed that the Company and the
Sales Agent will each advise the other xxxxx immediately and confirm in
writing the receipt of any threat of or the initiation of any steps or
procedures which would impair or prevent the right to offer the Shares or
the issuance of any orders or other prohibitions, preventing or impairing
the proposed offering, by the SEC or any other regulatory authority. In the
case of the happening of any such event, neither the Company nor the Sales
Agent will acquiesce in such steps, procedures or suspension orders and
each party agrees to actively defend any such actions or orders unless both
parties agree in writing to the acquiescence in such actions or orders.
13. CANCELLATION. If for any reason the Company or the Sales Agent decides
in their sole discretion not to proceed with the Offering, such party shall
provide written notice of such termination to the other party. The Company
nor the Sales Agent shall have any liability to the other if either decides
not to proceed with the Offering for any reason whatsoever.
14. NOTICES. All notices hereunder shall be in writing and be delivered or
mailed, certified mail with return receipt requested, to the following
addresses, or be by telegram sent to the following addresses with written
confirmation thereafter forwarded:
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To the Company: President
FOREST GLADE INTERNATIONAL INC.
X.X. XXX 000 XXXXX XXXX,
X.X. XXXXXX VOK 1J0
To the Sales Agent:
Pacific Rim Investments, Inc.
0xx Xxxxx, Xxxxxxx Xxxxx,
Xxx Xxxxx Xxxxxx, Box # 782,
Port Vila, Vanuatu, South Pacific.
15. INDEPENDENT STATUS OF PARTIES. Nothing in this Agreement shall render
either Party a general partner of the other. Nor shall either Party be a
general agent for the other, nor any agency authority be deemed given to
the other Party except as expressly set forth in this Agreement or by
subsequent written authorization of either Party.
16. DISPUTE RESOLUTION. Any dispute or controversy arising out of or
relating to this Agreement, or any breach of this Agreement shall be
settled by negotiated and good faith use of dispute resolution alternatives
prior to litigation. Any Party who fails to proceed in good faith with
alternative dispute resolution as determined by a Court with jurisdiction
or by the competent Finder of Fact in Arbitration shall be liable to the
non-breaching Party for the cost of defending the claim in dispute
regardless of the outcome of said dispute resolution.
17. ENTIRE AGREEMENT. This Agreement contains the entire Agreement among
the parties which may not be amended nor may any rights hereunder be waived
except by an instrument in writing signed by the party sought to be charged
with such amendment or waiver.
18. GOVERNING LAW. This Agreement shall be construed in accordance with,
and governed by, the laws of Nevada.
19. BINDING EFFECT. This Agreement shall be binding upon and shall inure to
the benefit of the parties and their respective personal representatives
and assigns, except as above set forth.
20. COUNTERPART SIGNATURES. This Agreement may be executed in any number of
counterparts of the signature page, each of which shall be considered an
original. In addition, a signature transmitted by fax identifying the
source thereof shall be considered an original signature.
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EXECUTED BY THE PARTIES AS SET FORTH BELOW AS OF THIS 1ST, DAY OF
SEPTEMBER, 1998.
Forest Glade International, Inc. Pacific Rim Investments, Inc.
By: ____________________________ By: _____________________________
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