Stock Purchase Agreement AGREEMENT OF PURCHASE AND SALE
EXHIBIT
10.1
AGREEMENT
OF PURCHASE AND SALE
THIS
AGREEMENT made the 6th day of December 2004,
BETWEEN:
World
Wise Technologies Inc. (Canada)
(hereinafter
the Vendors)
-and-
W2
Energy Inc. (Nevada)
(hereinafter
the Purchasers)
WHEREAS
the Vendors own and operate technology Company at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇ in Toronto
as a
Ontario incorporation (the “Business”);
AND
WHEREAS the Vendors have agreed to sell to the Purchasers and the Purchasers
have agreed to purchase from the Vendors the Purchased Shares (as defined),
on
and subject to the terms of this Agreement.
IN
CONSIDERATION of the mutual covenants and agreements set out, the parties
respectively covenant and agree as follows.
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1.
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In
this offer and in the attached schedules which form part of this
offer,
the following words shall have the following
meaning:
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| (a) |
“Agent”
shall mean Sunbelt Business Brokers
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| (b) |
"Closing
Date" shall mean the
15th
day of December 2004;
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| (c) |
“Inventory
shall mean the goods, products and related items sold by the
Business
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(f)
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“Inventory
Valuation Date” shall mean the
close of business on the 14th,
day of December, 2004;
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| (g) |
"Purchase
Price" shall mean the amount set out in paragraph
2;
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(i)
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"Purchased
Shares" shall mean all
of
the issued and outstanding shares of the Corporation at the closing
date.
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2.
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Purchase
Price. Subject
to the terms and conditions of this Agreement, and subject to any
adjustments provided for, the Vendors agrees to sell, assign and
transfer
to the Purchasers and the Purchasers agrees to purchase from the
Vendors,
the Purchased shares for an aggregate purchase price of Five
million one hundred and forty thousand two hundred and sixty
four
($5,140,264) Dollars.
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3.
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Payment
of Purchase Price.
The Purchase Price for the Purchased Assets shall be paid and satisfied
by
the Purchasers as follows:
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(i)
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by
share purchase of 1 common share of W2 Energy Inc. (Nevada) for 1
common
share of World Wise Technologies Inc.
(Canada);
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(ii)
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delivery
of payment by Computershare Trust. payable to the Vendors on the
Closing
Date;
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1
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5.
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On
the Closing Date, the Vendors shall deliver to the Purchasers the
following, all in form satisfactory to the Purchasers, acting
reasonably:
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(a)
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the
share certificates representing the Shares duly endorsed for
transfer;
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(b)
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a
statutory declaration by the Vendors that the warranties and
representations set out in Schedule "A" are true and correct as at
the
Closing Date;
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(c)
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an
acknowledgement by the Vendors that the warranties and representations
set
out in Schedule "A" shall survive for a period of three (3) years
following the Closing Date; andProvided that if the
Vendors are unable for any reason to deliver to the Purchasers any
one or
more of the foregoing, using his best efforts, then this offer shall
be
null and void and the agreement arising from its acceptance shall
be at an
end and the Vendors and the Purchasers shall not be liable to one
another
for any costs or damages.
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6.
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This
offer shall form a binding agreement of purchase and sale. The terms
and
conditions of this agreement shall endure to the benefit of and be
binding
upon the respective heirs, successors and assigns of the Vendors
and the
Purchasers.
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IN
WITNESS WHEREOF this Agreement has been executed by the Parties.
DATED:
this 6th day of December, 2004.
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SIGNED,
SEALED AND DELIVERED
in
the presence of
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)
)
)
)
)
)
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Witness
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/s/▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
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SIGNED,
SEALED AND DELIVERED
in
the presence of
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)
)
)
)
)
)
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Witness
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DATED:
this 6th day of December, 2004.
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SIGNED,
SEALED AND DELIVERED
in
the presence of
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)
)
)
)
)
)
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Witness
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/s/▇▇▇
▇▇▇▇▇▇▇▇▇▇
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SIGNED,
SEALED AND DELIVERED
in
the presence of
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)
)
)
)
)
)
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Witness
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2
SCHEDULE
"A"
REPRESENTATIONS
AND WARRANTIES OF THE VENDORS
The
Vendors represents and warrants to the Purchasers that at the Closing Date:
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1.
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Organization.
The Corporation is duly incorporated and organized and validly subsisting
under the laws of the Province of Ontario and has the corporate power
to
own or lease its property, to carry on the Business as now being
conducted
by the Vendors in their personal capacity.
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2.
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No
Options.
There is not any agreement or option existing pursuant to which the
Corporation is or might be required to issue any further shares of
its
capital or pursuant to which anyone has any right to acquire any
of the
shares, save and except for the within
agreement.
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3.
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Ownership
of Securities.
The Vendors are the beneficial owner of record of the Shares with
good and
marketable title thereto, free and clear of any pledge, lien, charge,
encumbrance or security interest of any kind and of any portion or
other
right thereto.
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4.
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Residency.
The Corporation is resident in Canada within the meaning of the Income
Tax
Act (Canada).
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5.
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No
Subsidiaries.
The Corporation will have no subsidiaries nor any agreement of any
nature
to acquire any subsidiary.
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6.
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Business
of the Corporation.
As
at the date of closing the Business is the only business operation
carried
on by the Corporation, and the property and assets owned or leased
by the
Corporation are sufficient to carry on the Business. All of the property
and assets owned and used by the Corporation are in good operating
condition and are in a state of good repair and maintenance.
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7.
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Financial
Statements.
The financial statements of the Vendors and the Corporation have
been
prepared in accordance with generally accepted accounting principles,
applied on a consistent basis with regard to the financial statements
for
their respective prior fiscal periods and present fairly the financial
position of the Business and include and disclose the material liabilities
(either actual, accrued or contingent and whether direct or indirect)
of
the Business and there has been no material adverse change in the
financial condition of the Business since the date of the
statements.
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8.
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Records
Complete.
All material financial transactions of the Vendors and the Corporation
have been properly recorded in its books and
records.
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9.
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Employment
Contracts.
Except as approved by the Purchasers, the Vendors and the Corporation
are
not bound by any agreement whether written or oral with any employee
providing for a specified period of notice of termination nor providing
for any fixed term of employment.
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10.
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Title
to Assets and Other Property.
The property and assets of the Corporation listed in Schedule B
attached hereto are owned beneficially by the Corporation as the
beneficial owner thereof with a good and marketable title thereto,
free
and clear of all Encumbrances.
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11.
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Inventory.
The inventory levels of the Corporation have been maintained at such
amounts as are required for the operation of the Business as previously
conducted and as proposed to be conducted, and such inventory levels
are
adequate therefor.
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12.
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Tax
Matters.
The Vendors and the Corporation are not in arrears or in default
in
respect of the filing of any required federal, provincial or municipal
tax
or other return; and,
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(a)
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all
taxes, filing fees and other assessments due and payable or collectable
from the Vendors or the Corporation have been paid or
collected;
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(b)
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no
claim for additional taxes, filing fees or other amounts and assessments
has been made which has not been paid;
and,
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(c)
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no
return contained any mis-statement or concealed any statement that
should
have been included therein.
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3
The
Vendors and the Corporation have withheld from each payment made to any employee
the amount of all taxes (including but not limited to income tax) and other
deductions required to be withheld therefrom and has paid such amounts to the
proper tax or other receiving authority.
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13.
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No
Breach Caused by this Agreement.
Neither the execution nor delivery of this agreement nor the fulfilment
or
compliance with any of the terms hereof conflicts with, or results
in a
breach of terms, conditions or provisions of, or constitutes a default
under, the articles and by-laws, as amended, of the Corporation or
any
material agreement or instrument to which the Vendors or the Corporation
are subject, or require any consent or other action by any administrative
or governmental body.
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14.
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Litigation.
There is no liability, contingent or otherwise, nor any action, claim
or
demand or other proceedings pending or threatened before any court
or
administrative agency which could adversely affect the financial
condition
or overall operations of the Corporation, or the Vendors, and no
judgment,
order or decree enforceable against them which involves or may involve,
or
restricts or may restrict, or requires or may require, the expenditure
of
money as a condition to or a necessity for, the right or ability
of it to
conduct business in the manner in which such business has been carried
on
prior to the Closing Date.
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15.
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Indemnification
by the Vendor.
The Vendor agrees to indemnify and save harmless the Purchaser from
all
losses suffered or incurred by the Purchaser as a result of or arising
directly or indirectly out of or in connection with all debts, liabilities
or contracts whatsoever (whether accrued, absolute, contingent or
otherwise) of the Corporation existing at the Closing Date, including
any
liabilities for federal, provincial, sales, excise, income, corporate
or
any othertaxes of the Corporation for any period up to and including
the
Closing Date, and not disclosed on, provided for or included in the
balance sheets forming part of the financial statements except those
liabilities or disclosed in this Agreement or any Schedule hereto
or
accruing or incurred in the ordinary course of the
Business;
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16.
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Disclosure.
The representations and warranties of the Vendors included in this
agreement are true and correct and do not contain any untrue statement
of
a material fact or omit to state a material fact necessary to make
the
statements contained in such representations and warranties not
misleading.
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4
SCHEDULE
“B”
List
of Assets:
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GCI
Robsim software
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GCI
Smart Amp Software and hardware
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2
computers (monitors and hard drives)
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Impel
Rotary pump patents and technologies
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Impel
Intensifier patents and technologies
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Impel
“SEGS” system technologies
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Impel
Oil filter crusher technologies
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Mentalogic
Simfuzz software and patents
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Microfuzz
fuzzyDSP technologies and patents
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Quadstar
AB Store software
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Miscellaneous
tools and test equipment
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5