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THIS STOCK PURCHASE AGREEMENT made and dated effective as of the 20th
day of June, 2000
BETWEEN:
XXXXX X. XXXXXXXXX, of 0000 Xxxxx Xxxx, in the City of Xxxxxxx,
Xxxxx xx Xxxxxxxx, X.X.X. 00000; fax (000) 000-0000
XXXXXXX XXXXXXXXX, of 0000 Xxxxx Xxxx, in the City of Xxxxxxx,
Xxxxx xx Xxxxxxxx, X.X.X. 00000
XXXXXX XXXXXXXXX, of 0000 Xxxxx Xxxx, in the City of Xxxxxxx,
Xxxxx xx Xxxxxxxx, X.X.X. 00000
XXXXXXX X. XXXXXXXX, 0000 Xxxxxx Xxxxx, in the City of Xxxxxxx,
Xxxxx xx Xxxxxxxx, X.X.X. 00000
XXXXXXXX XXXXXXXX, 0000 Xxxxxx Xxxxx, in the City of Boulder,
State of Xxxxxxxx, X.X.X. 00000
XXXX XXXXX, of 0000 Xxxx 000xx Xxx., in the City of Xxxxxxxxxxx,
Xxxxx xx Xxxxxxxx, X.X.X. 00000
XXXXXXX XXXXXX, of 0000 Xxxxxx Xxxxxx, in the City of Xxxxxxx,
Xxxxx xx Xxxxxxxx, X.X.X. 00000; fax: (000) 000-0000
XXXX X. XXXXXXX, of 0000 Xxxx Xxxxxx, #000, in the City of
Xxxxxxxxxx, Xxxxx xx Xxxxxxxx, X.X.X. 00000
(hereinafter called the "Sellers")
OF THE FIRST PART
AND:
GLOBAL ONLINE LTD., a Cayman Islands corporation with
representational office at Suite 1710, 1177 West Hastings Street,
in the City of Xxxxxxxxx, Xxxxxxxx xx Xxxxxxx Xxxxxxxx, Xxxxxx
X0X 0X0; Fax: (000) 000-0000
(hereinafter called the "Global")
OF THE SECOND PART
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AND:
XXXXX AGENCIES LTD., a body corporate, incorporated under the laws
of the Province of British Columbia, with Registered Office at
1710 - 0000 Xxxx Xxxxxxxx Xxxxxx, in the Xxxx xx Xxxxxxxxx,
Xxxxxxxx xx Xxxxxxx Xxxxxxxx X0X 0X0; Fax: (000) 000-0000
OF THE THIRD PART
WITNESSETH:
A. The Sellers are the recorded and beneficial owners and holders of the
numbers of issued and outstanding shares of the Common Stock of Essex
Capital Corporation, (hereinafter referred to as "Essex"), set out below
their names and signatures at the end of this Agreement (the total of such
shares - 476,235 - being hereinafter referred to as the "Shares").
B. The Sellers desire to sell the Shares to Global and Xxxxx
(hereinafter together the "Purchasers"), and the Purchasers desire to
purchase the Shares, all on the terms and conditions hereinafter set
forth.
C. The Purchasers are entering into this Agreement to purchase the
Shares on behalf of other persons and companies who will be ultimately the
transferees of the Shares.
ARTICLE 1
DEFINITIONS
SECTION 1.1 Certain Defined Terms
As used in this Agreement, the following terms shall have the following
meanings.
"Action" means any claim, action, suit, arbitration, inquiry, proceeding
or investigation by or before any Governmental Authority.
"Affiliate" means, with respect to any specified Person, any other Person
that directly, or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, such specified Person,
and includes any immediate family member of such Person, and any trust
established by or for the benefit of any one or more such persons
exclusively.
"Closing" has the meaning specified in Section 2.4(a).
"Closing Date" has the meaning specified in Section 2.4(a).
"Common Stock" means the voting common shares comprising the capital stock
of Essex.
"Control" (including the terms "controlled by" and "under common control
with"), with respect to the relationship between or among two or more
Persons, means the possession, directly or
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indirectly or as trustee or executor, of the power to direct or cause the
direction of the affairs or management of a Person, whether through the
ownership of voting securities, as trustee or executor, by contract or
otherwise, including, without limitation, the ownership, directly or
indirectly, of securities having the power to elect a majority of the
board of directors or similar body governing the affairs of such Person.
"Encumbrances" means any security interest, pledge, mortgage, lien
(including, without limitation, environmental and tax liens) charge,
encumbrance, adverse claim, preferential agreement or restriction of any
kind, including, without limitation, any restriction on the use, voting,
transfer, receipt of income or other exercise of any attributes of
ownership.
"Exchange Act" means the Securities Exchange Act, of 1934, as amended.
"Government Authority" means any United States federal, state, local,
supranational or any foreign government, governmental, regulatory or
administrative authority, agency or commission or any court, tribunal, or
judicial or arbitrary body.
"Governmental Order" means any order, writ, judgment, injunction, decree,
stipulation, determination or award entered by or with any Governmental
Authority.
"Law" means, any federal, state, local or foreign statute, law, ordinance,
regulation, rule, code, order, other requirement or rule of law.
"Person" means any individual, partnership firm, corporation, association,
trust, unincorporated organization or other entity, as well as any
syndicate or group that would be deemed to be a person under Section
13(d)(3) of the Exchange Act, as amended.
"Purchase Price" means the amount agreed to be paid by the Purchasers to
the Sellers pursuant to this Agreement, specifically $175,000 (US).
"Shares" means the 476,235 common shares of Essex owned by the Sellers and
agreed herein to be sold to the Purchasers.
ARTICLE 2
PURCHASE AND SALE
SECTION 2.1 Purchase and Sale of Shares
(a) Subject to the terms and conditions hereinafter set forth, at the
Closing, the Sellers shall sell, convey, transfer, and deliver to the
Purchasers, the numbers of Shares set out below their respective
signatures at the end of this Agreement, and the Purchasers shall purchase
the Shares from the Sellers in consideration of the payment of the
Purchase Price.
(b) The certificates representing the Shares shall be duly endorsed for
transfer or accompanied by appropriate stock transfer powers duly
executed, in blank, in either case with
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signatures guaranteed in the customary fashion and shall have all the
necessary documentary affixed thereto, prior to the Closing so that the
Shares will be registered in the names of the Purchasers or other persons
they may designate immediately prior to the Closing.
(c) The Closing of the transaction contemplated by this Agreement shall
take place through the mutual delivery by the Escrow Agents of the
Purchasers and Sellers' Documents and the payment of the Purchase Price on
or before July 20, 2000 or such date and time as the parties hereto may
otherwise agree.
SECTION 2.2 Amount and Payment of Purchase Price
The total consideration payable by the Purchasers to the Sellers for the
purchase of the Shares will be the amount of the Purchase Price - namely
$175,000 (US).
SECTION 2.3 Appointment of Escrow Agents
(a) The Purchasers hereby appoint the law firm of Xxxxxx Jonsson &
Yeadon ("Xxxxxx & Co.") whose address is Suite 1710, 0000 Xxxx Xxxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0 to act as an Escrow
Agent with regard to and in connection with the receipt and exchange of
money, property and documents or counterparts of documents, including,
without limitation, all Essex's records, to be made and delivered by the
Purchasers, including the Purchase Price. The monies, property and
documents to be delivered by the Purchasers are referred to "Purchasers'
Documents").
(b) The Sellers hereby appoint Attorney Xxxxxxx Xxxxxx ("Xxxxxx") whose
address is 0000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx, X.X.X.
00000 to act as an Escrow Agent with regard to and in connection with the
receipt and delivery of the Shares, and all property, Essex records and
files, documents or counter parts of documents, to be made and delivered
by the Sellers, including the Purchase Price. The monies, property and
documents to be delivered by the Sellers are referred to "Sellers'
Documents").
(c) Xxxxxx & Co. and Xxxxxx shall hereinafter collectively be referred
to as "Escrow Agents".
(d) (i) In the event that this Agreement is terminated by the Sellers
or the Purchasers, as provided in Section 7.1, the Escrow Agents
shall return all money, property and documents to the respective
parties.
(ii) The Sellers and the Purchasers jointly and severally agree to
hold harmless the Escrow Agents against and in respect of any and
all claims, suits, actions, proceedings (formal or informal),
investigations, judgments, damages, liabilities, and legal and other
expenses (including the reasonable legal fees and expenses of
attorneys chosen by the Escrow Agents, as and when incurred, arising
out of or based upon any act, omission, alleged act or alleged
omission by an Escrow Agent or any other cause, in connection with
the acceptance of, or the performance or non-performance by an
Escrow Agent of, any of the Escrow Agent's duties under this
Agreement except as a result of the, Escrow Agent's bad faith or
gross negligence. The Escrow Agents shall not be liable for any
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mistake of fact or of law or any error of judgment, or for any act
or any omission, except as the result of an Escrow Agent's bad faith
or gross negligence. An Escrow Agent shall not be required to
institute or defend any action which affects the Escrow Agent's
duties hereunder unless and until requested to do so by the Sellers
or the Purchasers, and then only upon receipt of full indemnity, in
substance, form and content satisfactory to the Escrow Agent,
against any and all claims, liabilities and expenses with relation
thereto. In the event of any dispute among the parties with
relation to an Escrow Agent or an Escrow Agent's duties hereunder,
the Escrow Agent may refrain from acting until required to do so by
an order of a court of competent jurisdiction. The parties further
covenant and agree to release, discharge and exonerate the Escrow
Agents in full upon the satisfactory completion by the Escrow Agents
of their duties and obligations hereunder.
(iii) The Sellers and the Purchasers, jointly and severally
acknowledge that each of the parties is acting on the advice and
direction of their respective legal counsel and as such are not
relying, in either a direct or implied manner, on the Escrow Agent
appointed by the other party or parties for any legal advice nor
protection.
SECTION 2.4 Closing
(a) The Closing of the transaction contemplated by this Agreement shall
take place through the mutual delivery by the Escrow Agents of the
Purchasers' and Sellers' Documents, on or before July 20, 2000 or such
date and times as the parties hereto may otherwise agree.
(b) At or prior to the closing the Sellers shall deliver to Xxxxxx &
Co.:
(i) stock certificates evidencing the Shares and stock Powers duly
executed in blank and bearing an acceptable signature guarantee;
(ii) Resignations of the Directors and Officers of Essex, together
with signed Resolutions accepting such Resignations and appointing
persons who have been designated by the Purchasers as the Directors
and Officers to replace them
(c) At or prior to the closing the Purchasers shall deliver to Xxxxxx
the aggregate Purchase Price.
(d) At the Closing, upon receipt by the respective Escrow Agents of the
shares, money, property and documents to be delivered by the Sellers and
Purchasers as described in Section 2.1, and upon receipt of a fully
executed copy of this Agreement, the Escrow Agents shall use commercially
reasonable efforts to promptly deliver
(i) the Purchase Price and the Purchasers' Documents to the
Sellers; and
(ii) stock certificates evidencing the Shares registered in the name
of the Purchasers or the Purchasers' nominees and the Sellers'
Documents to the Purchasers.
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(e) Upon the Purchase Price having been paid in trust to Xxxxxx, Xxxxxx
shall courier deliver to the Corporation's Management all of the endorsed
shares certificates for the Shares and such Shares shall be transferred
and registered in the name of the Purchasers and/or the Purchasers'
nominees.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
As an inducement to the Purchasers to enter into this Agreement, the
Sellers hereby represent and warrant to the Purchasers as follows:
SECTION 3.1 Authorization
The Sellers have all requisite right, power and authority and full legal
capacity to execute and deliver this Agreement, to perform their
obligations hereunder and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by the Sellers, the
performance by the Sellers of their obligations hereunder and the
consummation by the Sellers of the transactions contemplated hereby have
been duly authorized by all requisite action on the part of the Sellers.
This Agreement has been duly and validly executed and delivered by the
Sellers and this Agreement constitutes legal, valid and binding obligation
of the Sellers enforceable against the Sellers in accordance with its
terms.
SECTION 3.2 Ownership of Shares
The Sellers have good and marketable title to, and are the recorded and
beneficial owners of, the Shares free and clear of all Encumbrances. At
the Closing, upon
(i) release of the Shares, by the Escrow Agent on behalf of the
Sellers to the Purchasers; and
(ii) release of the aggregate Purchase Price by the Escrow Agents on
behalf of the Purchasers to the Sellers as herein provided,
the Purchasers will receive good and marketable title to the Shares, free
and clear of all Encumbrances.
SECTION 3.3 No Conflict
Except as may result from any facts or circumstances relating solely to
the Purchasers, the execution, delivery and performance of this Agreement
by the Sellers does not and will not
(a) conflict with or violate any Law or Governmental order
applicable to the Sellers; or
(b) conflict with, result in any breach of, constitute a default
(or event which with the
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giving of notice or lapse of time, or both, would become a default)
under, require any consent under, or give to others any rights of
termination, amendment, acceleration, suspension, revocation or
cancellation of, or result in the creation of any Encumbrance on any
of the Shares pursuant to any note, bond, mortgage or indenture,
contract, agreement, lease, sublease, license, permit, franchise or
other instrument, obligation or arrangement to which the Sellers are
a party or by which any of the Shares are bound or affected or which
would have a material adverse effect on the ability of the Sellers to
consummate the transactions contemplated by this Agreement.
SECTION 3.4 Essex's Capital
The authorized capital of Essex consists of 10,000,000 preferred shares
with no par value, none of which are issued and 800,000,000 voting common
shares with no par value of which 501,300 are issued and outstanding so
that the Shares are 95% of the shares of Essex issued and outstanding.
SECTION 3.5 No Obligations by Essex
Essex is not subject to any agreement, document, judgment or order, nor
does it have outstanding any warrants or other securities, which will or
might oblige Essex to issue any further shares in its capital other than
those referred to in Section 3.4 above. Further, Essex is not, pursuant
to any agreement, document, judgment or order, obliged to perform any
acts, nor to engage any persons or companies, nor to purchase any
services, equipment or things, nor have any other real or contingent
liabilities or commitments outstanding.
SECTION 3.6 Validity of Financial Statements
The Audited Financial Statements of the Corporation prepared to cover the
period to its December 31, 1999 fiscal year-end, and the Unaudited Interim
Statement prepared to March 31, 2000 attached hereto as Schedules "A" and
"B" fairly and accurately represent the financial condition of the
Corporation as of the said dates and the Corporation has not experienced
any increase in its indebtedness or liabilities beyond the amounts shown
in the said statements nor suffered any adverse developments or
consequences.
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SECTION 3.7 Sellers Not Affiliates
To the best of the knowledge and belief of the Sellers, Xxxxxxx Xxxxxx,
Xxxx Xxxxx and Xxxx X. Xxxxxxx are not Affiliates of Essex or the other
Sellers (and are hereinafter called "non-Affiliates").
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
As an inducement to the Sellers to enter into this Agreement, the
Purchasers hereby represent and warrant to the Sellers as follows:
SECTION 4.1 Authorization
The Purchasers have all requisite right, power and authority and full
legal capacity to execute and deliver this Agreement, to perform their
obligations hereunder and to consummate the transactions contemplated
hereby. The Purchasers are duly organized, validly existing and in good
standing under the laws of their incorporation or formation and have all
requisite power and authority to enter into this Agreement, to carry out
their obligations hereunder and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by the
Purchasers, the performance by the Purchasers of their obligations
hereunder and the, consummation by the Purchasers of the transaction
contemplated hereby have been duly authorized by all requisite action on
the part of the Purchasers. This Agreement has been duly and validly
executed and delivered by the Purchasers, and this Agreement constitutes a
legal, valid and binding obligation, of the Purchasers enforceable against
the Purchasers in accordance, with its terms.
SECTION 4.2 No Conflict
Performance of this Agreement by the Purchasers does not and will not
(a) conflict with or violate any Law or Governmental order
applicable to the Sellers or
(b) conflict with, result in any breach of, or constitute a default
under an agreement or Court order which is outstanding or binding on
the Purchasers.
ARTICLE 5
ADDITIONAL AGREEMENTS
SECTION 5.1 Further Action
Each of the parties hereto shall use all reasonable efforts to take, or
cause to be taken, all appropriate action, do or cause to be done all
things necessary, proper or advisable under applicable Law, and execute
and deliver such documents and other papers, as may be required to carry
out the provisions of this Agreement and consummate and make effective the
transactions contemplated hereby.
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SECTION 5.2 Investigation by the Sellers
The Sellers acknowledge and agree that they
(i) have made their own inquiry and investigation into, and, based
thereon, has formed an independent judgment concerning, Essex and the
Shares;
(ii) have been furnished with or given adequate access to such
information as it has requested about Essex and the Shares and
(iii) except as provided in this Agreement, will not assert any
claim against the Purchasers, Essex or any of their respective
directors, officers, employees, agents, stockholders, affiliates,
consultants, investment bankers or representatives, or hold the
Purchasers, Essex or any such Persons liable, for any inaccuracies,
misstatements or omissions with respect to information furnished by
the Purchasers, Essex or such Persons concerning Essex or the Shares.
SECTION 5.3 Essex to be Debt Free
As of the completion of the Closing Essex will be free of all debt or
liabilities whatsoever, whether real or contingent. To achieve this
situation the Sellers will, prior to the Closing, without consideration,
using their own funds, pay all of the debts of Essex.
SECTION 5.4 Registration Rights
In the event Essex shall prepare and file a Registration Statement with
respect to a public offering of equity or debt Securities or any such
Securities of Essex held by its shareholders, the Purchasers agree to
cause Essex to include in such Registration Statement any and all shares
of Essex then held by the Sellers.
SECTION 5.5 Releases
The Sellers each hereby release Essex of and from all claims, demands or
debts, or all possible debts and liabilities whatsoever - so that after
the Closing Essex shall be released by the Sellers of all such claims,
debts or demands whatsoever.
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SECTION 5.6 Purchasers' Assignments
As the Purchasers are entering into this Agreement on behalf of other
persons or companies who will become the ultimate owners and transferees
of the Shares, the Purchasers or either of them may designate the persons
or companies to which the Shares will be transferred by the Sellers. In
the absence of other instructions from the Purchasers the Shares which are
to be transferred by the non-Affiliates shall be transferred to Xxxxx and
the other Shares will be transferred to Global. If transferees of the
85,000 Shares being received from the non-Affiliates sign acknowledgments
in favour of the Sellers that they will be responsible for the terms and
provisions of this Agreement in the place of Xxxxx as though they were
originally signatories hereto, then Xxxxx shall be released from the terms
and provisions of this Agreement. Similarly, if the transferees of the
Shares being received from the Sellers sign written acknowledgments in
favour of the other Sellers that they will be responsible for the terms
and provisions of this Agreement in the place of Global, then Global shall
be released from the terms and provisions of this Agreement. Where
transferees give such undertakings they will thereafter be entitled to
enforce the provisions of this Agreement in the place of the party which
has been released from this Agreement.
SECTION 5.7 Essex Filings to be Completed
All filings of documents, notices, forms or other papers required to be
made by Essex up to the Closing Date, or for the period up to the Closing
Date will be the responsibility of the Sellers. More specifically, if any
such filings are found after the Closing Date to be due the Sellers will
sign the documents as may be required, and pay the costs of preparing and
filing them.
ARTICLE 6
CONDITIONS TO CLOSING
SECTION 6.1 Condition to Obligations of the Sellers
The obligations of the Sellers to consummate the transactions contemplated
by this Agreement shall be subject to the fulfillment, at or prior to the
Closing, of the condition that the representations and warranties of the
Purchasers contained in this Agreement shall have been true and correct
when made and shall be true and correct in all material respects as of the
Closing Date, with the same force and effect as if made as of the Closing
Date, and the covenants and agreements contained in this Agreement to be
complied with by the Purchasers at or prior to the Closing shall have been
complied with in all material respects.
SECTION 6.2 Conditions to Obligations of the Purchasers
The obligations of the Purchasers to consummate the transactions
contemplated by this Agreement shall be subject to the fulfillment, at or
prior to the Closing, of the condition that the representations and
warranties of the Sellers contained in this Agreement shall have been true
and correct when made and shall be true and correct in all material
respects as of the Closing Date with the same force and effect as if made
as of the Closing Date, the covenants and
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agreements contained in this Agreement to be complied with by the Sellers
at of prior to the Closing shall have been complied with in all material
respects, and the Purchasers shall have received a certificate signed by
the Sellers to such effect, is so requested.
ARTICLE 7
TERMINATION
SECTION 7.1 Termination
This Agreement may be terminated at any time prior the Closing by any
party, effective upon 30 days' written notice to another party adverse in
interest to the party giving the notice.
ARTICLE 8
GENERAL PROVISIONS
SECTION 8.1 Waiver
The Sellers and the Purchasers may
(a) extend the time for the performance of any of the obligations or
other acts of the other party,
(b) waive any inaccuracies in the representations and warranties of the
other party contained herein or in any document delivered by another party
pursuant hereto or
(c) waive compliance with any of the agreements or conditions contained
herein by another party. Any such extension or waiver shall be valid only
if set forth in an instrument in writing signed by the party to be bound
thereby. Any waiver of any term or condition shall not be construed as a
waiver of any subsequent breach or a subsequent waiver of the same term or
condition, or a waiver of any other term or condition, of this Agreement.
The failure of any party to assert any of its rights hereunder shall not
constitute a waiver of any such rights.
SECTION 8.2 Expenses
(a) Except as otherwise specified in this Agreement, all costs and
expenses, including, without limitation, fees and disbursements of
counsel, financial advisors and accountants, incurred in connection with
this Agreement and the transactions contemplated hereby shall be paid by
the party incurring such costs and expenses.
(b) The Sellers will pay costs associated with preparing the proper
signature guarantees and/endorsements, and any taxes payable upon the sale
of the Shares.
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SECTION 8.3 Notices
All notices, requests, claims, demands and other communications hereunder
shall be in writing and shall be given or made (and shall be deemed to
have been duly given or made upon receipt) by delivery in person, by
courier service, by telex or by registered or certified mail (postage
prepaid, return receipt requested) to the respective parties at the
addresses set forth on page 1 of this Agreement or such other addresses as
the Parties may supply to the others for the purpose of this Agreement
from time to time:
with a copy to:
if to the Escrow Agent Xxxxxx Jonsson & Yeadon
on behalf of the Purchasers 0000-0000 Xxxx Xxxxxxxx
xxxxxx Xxxxxxxxx, X.X.,
Xxxxxx X0X 0X0
if to the Escrow Agent Xx. Xxxxxxx Xxxxxx
on behalf of the Sellers 0000 Xxxxxxxxx Xxxxxx,
Xxxxx 000 Xxxxxxx,
Xxxxxxxx, XXX 00000
SECTION 8.4 Headings
The descriptive headings contained in this Agreement are for convenience
of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.
SECTION 8.5 Severability
If any term or other 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. Upon such determination that any term or other prevision is
invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable
manner in order that the transactions contemplated hereby are consummated
as originally contemplated to the greatest extent possible.
SECTION 8.6 Entire Agreement
This Agreement constitutes the entire agreement of the parties hereto with
respect to the subject matter hereof and thereof and supersedes all prior
agreements and undertakings, both written and oral, among the parties
hereto with respect to the subject matter hereof and thereof.
SECTION 8.7 Assignment
This Agreement may not, subject to Section 5.6, be assigned by operation
of law or otherwise without the express written consent of the Sellers and
the Purchasers (which consent may not be
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unreasonably withheld); provided, however, that the Purchasers may assign
this Agreement to an Affiliate of the Purchasers without the consent of
the Sellers.
SECTION 8.8 No Third Party Beneficiaries
This Agreement shall be binding upon and, subject to Section 5.6, enure
solely to the benefit of the parties hereto and their successors and
assigns and nothing herein, express or implied, is intended to or shall
confer upon any other Person any legal or equitable right, benefit or
remedy of any nature whatsoever under or by reason of this Agreement.
SECTION 8.9 Amendments
This Agreement may not be amended or modified except
(a) by an instrument in writing signed by, or on behalf of, the
Sellers and the Purchasers or
(b) by a waiver in accordance with Section 8.01.
SECTION 8.10 Governing Law
This Agreement shall be governed by and construed in accordance with the
laws of the State of Colorado, applicable to agreements made and to be
performed entirely within such State and without regard to its choice of
law principles. All parties hereto
(i) agree to submit themselves to the personal jurisdiction of any
federal court located in the State of Colorado or any Colorado state
court in the event any dispute arises out of this Agreement or any of
the transactions contemplated by this Agreement,
(ii) agree that the sole venue for any such dispute which arises out
of this Agreement or any of the transactions contemplated by this
Agreement shall be any Federal Court located in the State of Colorado
or any Colorado State court,
(iii) agree that they will not attempt to deny or defeat such
personal jurisdiction or venue by motion or other request for leave
from any such court and
(iv) agree that they will not bring any action related to this
Agreement or any of the transactions contemplated by this Agreement
in any court other than a Federal Court sitting in the State of
Colorado or Colorado State court.
SECTION 8.11 Waiver of Jury Trial
Each of the parties hereto hereby waives to the fullest extent permitted
by applicable law, any right it may have to a trial by jury in respect to
any litigation directly or indirectly arising out of, under or in
connection with this Agreement. Each of the parties hereto
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(a) certifies that no representative, agent or attorney of any
other party has represented, expressly or otherwise, that such other
party would not, in the event of litigation, seek to enforce that
foregoing waiver and
(b) acknowledges that if and the other parties hereto have been
induced to enter into this Agreement, by, among other things, the
mutual waivers and certifications in this Section 8.11.
SECTION 8.12 Counterparts
This Agreement may be executed in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement.
SECTION 8.13 Facsimile Signatures
It is expressly agreed that the parties may execute this Option via
facsimile signature and such facsimile signature pages shall be treated as
originals for all purposes.
SECTION 8.14 Survival of Representations and Warranties
The representations and warranties of the parties hereto contained in
Articles 3 an 4 shall survive the Closing until the second anniversary
thereof.
IN WITNESS WHEREOF, this Agreement has been executed by each of the
individual parties hereto on the date first above written.
SIGNED AND DELIVERED IN THE
PRESENCE OF:
/s/ Xxxxx X. Xxxxxxxxx
---------------------------
Xxxxx X. Xxxxxxxxx
135,360 Shares
/s/ Xxxxxxx Xxxxxxxxx by
Xxxxxxxx Xxxxxxxxx (Custodian)
---------------------------
Xxxxxxx Xxxxxxxxx
30,000 Shares
/s/ Xxxxxx Xxxxxxxxx by
Xxxxxxxx Xxxxxxxxx (Custodian)
---------------------------
Xxxxxx Xxxxxxxxx
27,500 Shares
/s/ Xxxxxxx X. Xxxxxxxx
---------------------------
Xxxxxxx X. Xxxxxxxx
140,875 Shares
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/s/ Xxxxxxxx Xxxxxxxx
---------------------------
Xxxxxxxx Xxxxxxxx
57,500 Shares
/s/ Xxxx Xxxxx
---------------------------
Xxxx Xxxxx
40,000 Shares
/s/ Xxxxxxx Xxxxxx
---------------------------
Xxxxxxx Xxxxxx
30,000 Shares
/s/ Xxxx X. Xxxxxxx
---------------------------
Xxxx X. Xxxxxxx
15,000 Shares
GLOBAL ONLINE LTD.
/s/ Xxxxxx Xxxxx
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