ASSET PURCHASE AGREEMENT
THIS AGREEMENT (together with
the exhibits and schedules attached hereto, this “Agreement”) dated as of April
15, 2009.
BETWEEN:
PHOINOS OXFORD LIFESCIENCES LIMITED,
a company incorporated under the laws of the Federation of St. Kitts
& Nevis and having a registered address c/o Global Corporate and Trust
Management Ltd., PO Box 555 Xxxxxxx Plaza, Main Street, Charlestown, Nevis, West
Indies.
(herein
called the “Seller”)
AND:
KINDER TRAVEL INC., a company
incorporated under the laws of the State of Nevada and having a registered
address at 00000 00 Xxxxxx,
Xxxxxxx, XX XXXXXX X0X 0X0
(herein
called the “Purchaser”)
ARTICLE
1
1
1.5 Deliveries. At
the Closing on the Closing Date:
(a)
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The
Purchaser shall deliver or cause to be delivered to the Escrow Agent a
certificate issued in the name of the Seller, or in such other name as the
Seller may otherwise direct, evidencing the
Shares.
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(b)
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The
Seller shall deliver to the Purchaser executed and duly acknowledged
assignments conveying all right, title and interest of the Seller to the
Patents to the Purchaser.
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(c)
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The
Seller and the Purchaser shall each execute and deliver such other
instruments and take such other action as may be necessary to carry out
its obligations under this Agreement; including, without limitation,
working together to cause the title to any assets to be transferred into
the name of the Purchaser in the applicable governmental
records.
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ARTICLE
2
2.2 The
Purchaser shall notify the Seller in writing (the “Defect Notice”) by the end of
the Due Diligence Period of any failures or defects in title (“Title Defects”) that the
Purchaser may have identified as pertaining to the Patents. The
Defect Notice shall identify the alleged defect and the nature of the
defect. If no defects are identified in said written notice, the
Purchaser will be deemed to have accepted title for said
Patents. Upon receipt of Defect Notice, the Seller shall have until
the Closing to cure any such Title Defects or, if not curable prior to the
Closing, advise the Purchaser how such Title Defects will be cured following the
Closing and provide a satisfactory commitment to the Purchaser with respect to
curing of such Title Defects. If the Seller is unable to cure any material Title
Defects to the Purchaser’s reasonable satisfaction or provide a plan and
commitment to cure such Title Defects prior to the Closing, then the Purchaser
may (i) terminate this Agreement; or (ii) proceed with the Closing with no
reduction in the Purchase Price. Title Defect, as used in this
Agreement, shall mean any lien, encumbrance, encroachment or other defect in the
Seller’s title to the Patents that would cause the Seller not to have defensible
title to such Patents.
2
ARTICLE
3
To induce
the Purchaser to execute, deliver and perform this Agreement, and in
acknowledgement of the Purchaser’s reliance on the following representations and
warranties, the Seller represents and warrants to the Purchaser as follows as of
the date hereof and as of the Closing Date:
(a) conflict
with, result in a violation of, cause a default under (with or without notice,
lapse of time or both) or give rise to a right of termination, amendment,
cancellation or acceleration of any obligation contained in or the loss of any
material benefit under, or result in the creation of any lien, security
interest, charge or encumbrance upon any of the material properties or assets of
Seller under any term, condition or provision of any loan or credit agreement,
note, debenture, bond, mortgage, indenture, lease or other agreement,
instrument, permit, license, judgment, order, decree, statute, law, ordinance,
rule or regulation applicable to Seller, or any of its material property or
assets;
(b) violate
any provision of the articles or bylaws of Seller; or
(c) violate
any order, writ, injunction, decree, statute, rule, or regulation of any court
or governmental or regulatory authority in the Netherlands Antilles that would
result in a Seller Material Adverse Effect (defined below).
(a) To
the knowledge of Seller, Seller is in compliance with, is not in default or
violation in any material respect under, and has not been charged with or
received any notice at any time of any material violation of any statute, law,
ordinance, regulation, rule, decree or other regulation in the Federation of St.
Kitts & Nevis that would constitute a Seller Material Adverse
Effect;
(b) To
the knowledge of Seller, Seller is not subject to any judgment, order or decree
entered in any lawsuit or proceeding applicable to its business and operations
that would result in a Seller Material Adverse Effect; and
(c) To
the knowledge of Seller, Seller has duly filed all reports and a return required
to be filed by it with governmental authorities in the Federation of St. Kitts
& Nevis and has obtained all governmental permits and other governmental
consents, except as may be required after the execution of this
Agreement. To the knowledge of Seller, all of such permits and
consents are in full force and effect, and no proceedings for the suspension or
cancellation of any of them, and no investigation relating to any of them, is
pending or to the knowledge of Seller, threatened, and none of them will be
adversely affected by the consummation of this Agreement.
3
THE
SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 'ACT'), OR UNDER ANY STATE
SECURITIES LAWS. THE SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE
DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS WITH RESPECT TO SUCH DISPOSITION IS THEN IN EFFECT OR
UNLESS THE PERSON PROPOSING TO MAKE THE DISPOSITION SHALL FURNISH, WITH RESPECT
TO SUCH DISPOSITION, AN OPINION OF COUNSEL (BOTH COUNSEL AND OPINION TO BE
SATISFACTORY TO THE CORPORATION) TO THE EFFECT THAT SUCH SALE, TRANSFER,
ASSIGNMENT OR OTHER DISPOSITION WILL NOT INVOLVE ANY VIOLATION OF THE
REGISTRATION PROVISIONS OF THE ACT (OR ANY SUPERSEDING STATUTE) OR ANY
APPLICABLE STATE SECURITIES LAWS.
(a) the
Seller has such knowledge, sophistication and experience in business and
financial matters such that it is capable of evaluating the merits and risks of
the investment in the Shares. The Seller has evaluated the merits and risks of
an investment in the Shares. The Seller can bear the economic risk of
this investment, and is able to afford a complete loss of this
investment;
(b) the
Seller acknowledges that the Purchaser’s success is subject to a number of
significant risks, including the risk that the Purchaser will not be able to
finance its plan of operations. The Seller further acknowledges that
(i) the Purchaser has limited cash and working capital, (ii) the Purchaser will
have to raise additional capital in order to finance its plan of operations
which capital may be raised by the issuance of additional shares of its common
stock which will result in dilution to the Seller, and (iii) the Purchaser is
working on the Financing but there is no assurance that the Financing will be
completed;
(c) the
Shares will be acquired by the Seller for investment for the Seller's own
account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and, that the Seller does not have any
contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participations to such person or to any third person, with
respect to any of the Shares;
(d) the
Seller has been afforded access to information about the Purchaser and the
Purchaser’s financial condition, results of operations, business, properties,
management and prospects sufficient it to evaluate its investment in the
Shares. The Seller further represents that it has had an opportunity
to ask questions and receive answers from representatives of the Purchaser
regarding the terms and conditions of the offerings completed by the Purchaser
and the business, properties, prospects and financial condition of the
Purchaser, each as is necessary to evaluate the merits and risks of investing in
the Shares. The Seller believes it has received all the information
it considers necessary or appropriate for deciding whether to purchase the
Shares. The Seller has had full opportunity to discuss this
information with the Seller’s legal and financial advisers prior to execution of
this Agreement;
4
(e) the
Seller acknowledges that the Purchaser will rely on these representations in
completing the issuance of the Shares to the Seller;
(f) the
Seller acknowledges that the offering of the Shares by the Purchaser has not
been reviewed by the United States Securities and Exchange Commission or any
state securities regulatory authority; and
(g) this
Agreement has been duly authorized, validly executed and delivered by the
Seller.
ARTICLE
4
To induce
the Seller to execute, deliver and perform this Agreement, and in
acknowledgement of Seller’s reliance on the following representations and
warranties, the Purchaser hereby represents and warrants to the Seller as
follows as of the date hereof and as of the Closing Date:
4.1 Organization. The
Purchaser is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Nevada, with the power and authority to
conduct its business as it is now being conducted and to own and lease its
properties and assets.
5
6
ARTICLE
5
(a) permit
any of the Patents to be subjected to any claim or encumbrance, except claims or
encumbrances that the Seller believes, in its sole judgment, are necessary to
continue development of the Patents in the ordinary course of business and
consistent with past practice;
(b) waive
any claims or rights respecting the Patents, or sell, transfer, or otherwise
dispose of any of the Patents; or
(c) dispose
of any interest in any of the Patents, or permit any rights in any of the
Patents to lapse into default or in non-compliance with all and any regulatory
or governmental requirement.
ARTICLE
6
Each of
the obligations of the Seller to be performed hereunder shall be subject to the
satisfaction (or waiver by the Seller) at or prior to the Closing Date of each
of the following conditions:
7
ARTICLE
7
Each of
the obligations of the Purchaser to be performed hereunder shall be subject to
the satisfaction (or the waiver by the Purchaser) at or prior to the Closing
Date of each of the following conditions:
ARTICLE
8
(a) Consistent
with applicable tax rules, the Purchaser shall allocate the Purchase Price to
the Patents. The Purchaser shall prepare and file, in a timely
fashion, forms in a manner consistent with such allocation with the relevant tax
authority.
(b) All
sales, transfer, and similar taxes and fees (including all recording fees, if
any) incurred in connection with this Agreement and the transactions
contemplated hereby shall be borne by the Seller and the Seller shall file all
necessary documentation with respect to such taxes.
8
ARTICLE
9
The
remedies provided in this Section 9.2 will not be exclusive of or limit any
other remedies that may be available to the either party to this
Agreement.
ARTICLE
10
(a) by
mutual written consent of the Seller and the Purchaser;
(b) by
either the Seller or the Purchaser if (i) there shall have been a material
breach of any representation, warranty, covenant or agreement set forth in this
Agreement, on the part of the Purchaser, in the case of a termination by the
Seller, or on the part of the Seller, in the case of a termination by the
Purchaser, which breach shall not have been cured, in the case of a
representation or warranty, prior to Closing or, in the case of a covenant or
agreement, within ten (10) business days following receipt by the breaching
party of notice of such breach, or (ii) any permanent injunction or other order
of a court or other competent authority preventing the consummation of the
transactions contemplated hereby shall have become final and
non-appealable;
9
(c) by
either the Seller or the Purchaser if the transactions contemplated hereby shall
not have been consummated on or before the Closing Date; provided, however, that the
right to terminate this Agreement pursuant to this Section 10.1(c) shall not be
available to any party whose failure to fulfill any obligation under this
Agreement has been the cause of, or resulted in, the failure of the consummation
of the transactions contemplated hereby to have occurred on or before the
aforesaid date; or
(d) By
the Purchaser in the event of an uncured Title Defect as provided in Section 2.2
of this Agreement.
ARTICLE
11
11.5 Attorneys’
Fees. Should any party hereto retain counsel for the purpose
of enforcing, or preventing the breach of, any provision hereof including, but
not limited to, the institution of any action or proceeding, whether by
arbitration, judicial or quasi-judicial action or otherwise, to enforce any
provision hereof or for damages for any alleged breach of any provision hereof,
or for a declaration of such party’s rights or
obligations hereunder, then, whether such matter is settled by negotiation, or
by arbitration or judicial determination, the prevailing party shall be entitled
to be reimbursed by the losing party for all costs and expenses incurred
thereby, including, but not limited to, reasonable attorneys’ fees for the
services rendered to such prevailing party.
10
11.10 Governing
Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Nevada without giving effect to the
principles of choice of law thereof.
11.11 Arbitration. Any
dispute arising under or in connection with any matter related to this Agreement
or any related agreement shall be resolved exclusively by arbitration in the
City of Las Vegas, Nevada. The arbitration shall be in conformity
with and subject to the applicable rules and procedures of the American
Arbitration Association. All parties agree to be (1) subject to the
jurisdiction and venue of the arbitration in the State of Nevada, (2) bound by
the decision of the arbitrator as the final decision with respect to the
dispute, and (3) subject to the jurisdiction of the Superior Court of the State
of Nevada for the purpose of confirmation and enforcement of any award made by
the arbitrator or for any actions seeking injunctive relief.
(a) Whenever
reference is made in this Agreement to any Article, Section, or paragraph, such
reference shall be deemed to apply to the specified Article, Section or
paragraph of this Agreement.
(b) Wherever
reference is made in this Agreement to a Schedule, such reference shall be
deemed to apply to the specified Schedule attached hereto, which are
incorporated into this Agreement and form a part hereof. All terms
defined in this Agreement shall have the same meaning in the Schedules attached
hereto.
(c) Any
form of the word “include” when used herein is not intended to be exclusive
(e.g., “including” means “including, without limitation”).
11
KINDER
TRAVEL INC.
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By:
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Xxxxx
Xxxxxxxx
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Title:
President
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PHOINOS
OXFORD LIFESCIENCES LIMITED
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By:
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Name:
Xxxx Xxxxxxxxxxxx
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Title:
Director
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12
All
patents are registered with the Danish Patent-og Varemaerkestyrelsen (Patent and
Trademark Office) at Xxxxxxxxx Xxxx 00, 0000 Xxxxxxxx, Xxxxxxx and the United
Kingdom Intellectual Property Office at Xxxxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxxx,
Xxxxx Xxxxx, Xxxxxx Xxxxxxx.
DK
Patent #
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UK
Patent #
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Description
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PA200900070
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GB0906484.1
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Use
of prostaganin for treatment of prostate
cancer
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This
invention relates to our novel prostate cancer peptide called prostaganin.
Prostaganin is a 21-amino compound which is highly active toward both
androgen-dependent and androgen-independent human prostate cancer
cells. Hence, prostaganin can specifically target prostate cancer
cells and accordingly, prostaganin has the potential to cure both primary and
methastatic tumors.
DK
Patent #
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UK
Patent #
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Description
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PA200900071
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GB0906490.8
|
Use
of tetanolic acid for treatment of breast
cancer
|
This
invention relates to a novel lipid designated tetanolic acid which induces the
start of cell death and stops the cell cycle progression in breast tumor cells.
Thus, tetanolic acid shows the potential for curing breast cancer by stopping
cell growth at a very early time point after detection of cancerous breast
cells.
DK
Patent #
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UK
Patent #
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Description
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PA200900074
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GB0906496.5
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Method
for inducing breast carcinoma stem cell
death
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This
invention relates to an improved method for the purification of undifferentiated
stem cells from solid breast carcinomas that are normally resistant to
conventional therapies. Such stem cells are valuable for identifying new tumor
markers and novel therapeutic targets both for early diagnosis and for targeted
therapeutic strategies. Such therapeutic strategies are based on cytokine
neutralizing antibodies against interleukin-4 (IL-4) and interleukin-10 (IL-10)
and antibodies reactive with HMW-MAA which are found in high levels in stem
cells from solid breast carcinomas.
13
SCHEDULE
B
SECURITIES ESCROW AGREEMENT,
dated as of April 15, 2009 (this “Agreement”), by and
among KINDER TRAVEL INC., a company organized under the laws of Nevada (the
“Company”),
PHOINOS OXFORD LIFESCIENCES LIMITED, a company organized under the laws of the
Federation of St. Kitts & Nevis (“Phoinos”), and WALL
STREET TRANSFER AGENTS, INC. (“Escrow
Agent”).
WHEREAS, the Company has
entered into an Asset Purchase Agreement, dated the date hereof (the “Purchase Agreement”),
with Phoinos pursuant to which the Company has agreed to purchase three (3)
patents registered to Phoinos.
WHEREAS, at closing of the
Purchase Agreement, the Company will issue 250,000 shares of the common stock of
the Company in the name of Phoinis (the “Escrow Shares”),
WHEREAS, Phoinos has agreed as
a condition of the Purchase Agreement to deposit all of the Shares in escrow as
hereinafter provided.
WHEREAS, the Company and
Phoinos desire that the Escrow Agent accept the Escrow Shares, in escrow, to be
held and disbursed as hereinafter provided.
THEREFORE,
IT IS AGREED:
ARTICLE
1 Appointment of Escrow
Agent.
The
Company and Phoinos hereby appoint the Escrow Agent to act in accordance with
and subject to the terms of this Agreement and the Escrow Agent hereby accepts
such appointment and agrees to act in accordance with and subject to such
terms.
ARTICLE
2 Term of Escrow
Agreement.
This
Agreement shall terminate on the issuance of all the Escrow Shares to
Phoinos.
ARTICLE
3 Deposit of Escrow
Shares.
On the
date hereof, the Company shall deliver to the Escrow Agent certificates
representing the Escrow Shares, to be held and disbursed subject to the terms
and conditions of this Agreement.
ARTICLE
4 Disbursement of the Escrow
Shares.
Phoinos
shall provide the Escrow Agent with a written notice of request for the issuance
of Escrow Shares, with a copy to the Company, such notice to include, the name,
address, and Tax Identification Number, if applicable, of the registered holder
of the Warrant Shares, and the name and address of the party to whom the Escrow
Shares shall be delivered to, provided, that in no event shall the aggregate
number of shares released in any 3 month period exceed 10% of the total number
shares placed in escrow. Upon receipt of the Notice, the Company shall have
three business days to notify the Escrow Agent and Phoinos, in writing, of its
objection (and the reason therefor) to the release of the Escrow Shares, in
which case, the Escrow Agent shall not release any Escrow Shares until it
receives joint written instructions from the Company and Phoinos to do
so. Absent such objection, the Escrow Agent shall release that number
of Escrow Shares equal to the number of Shares set forth in the Notice to the
applicable party set forth in the Notice on the fourth business day following
its receipt of the Notice.
14
ARTICLE
5 Legend.
Each
certificate for Warrant Shares issued under this Agreement shall bear a legend
as follows:
THE
SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 'ACT'), OR UNDER ANY STATE
SECURITIES LAWS. THE SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE
DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS WITH RESPECT TO SUCH DISPOSITION IS THEN IN EFFECT OR
UNLESS THE PERSON PROPOSING TO MAKE THE DISPOSITION SHALL FURNISH, WITH RESPECT
TO SUCH DISPOSITION, AN OPINION OF COUNSEL (BOTH COUNSEL AND OPINION TO BE
SATISFACTORY TO THE CORPORATION) TO THE EFFECT THAT SUCH SALE, TRANSFER,
ASSIGNMENT OR OTHER DISPOSITION WILL NOT INVOLVE ANY VIOLATION OF THE
REGISTRATION PROVISIONS OF THE ACT (OR ANY SUPERSEDING STATUTE) OR ANY
APPLICABLE STATE SECURITIES LAWS.
ARTICLE
6 Rights in the Escrow
Shares.
6.1 Voting Rights as a
Shareholder. Phoinos’s agrees that it only has the right to
vote the Escrow Shares that have been distributed by the Escrow Agent to
Phoinos. Phoinos irrevocably waives its rights to vote any Escrow shares still
held by the Escrow Agent (the “Remaining Shares”) and irrevocably assigns the
right to vote the Remaining Shares to Global Developments Inc., a Delaware
Corporation
6.2 Dividends and Other
Distributions in Respect of the Escrow Shares. All dividends
and other distributions payable in cash, securities or other property with
respect to the Escrow Shares shall be paid to Phoinos and shall become part of
the Escrow Shares.
6.3 Restrictions on
Transfer. Except as permitted under the terms of this
Agreement, Phoinos shall have no right whatsoever to transfer all or a portion
of the Escrow Shares. During the term of this Agreement, Phoinos shall not
pledge or grant a security interest in the Escrow Shares or grant a security
interest in its rights under this Agreement.
ARTICLE
7 Concerning the Escrow
Agent.
7.1 Good Faith
Reliance. The Escrow Agent shall not be liable for any action
taken or omitted by it in good faith and in the exercise of its own best
judgment, and may rely conclusively and shall be protected in acting upon any
order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Escrow Agent), statement, instrument, report or other
paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained) which is believed by the Escrow Agent to be
genuine and to be signed or presented by the proper person or
persons. The Escrow Agent shall not be bound by any notice or demand,
or any waiver, modification, termination or rescission of this Agreement unless
evidenced by a writing delivered to the Escrow Agent signed by the proper party
or parties and, if the duties or rights of the Escrow Agent are affected, unless
it shall have given its prior written consent thereto.
15
7.2 Indemnification. The
Escrow Agent shall be indemnified and held harmless, jointly and severally, by
the Company and Phoinos from and against any expenses, including reasonable
counsel fees and disbursements, or loss suffered by the Escrow Agent in
connection with any action, suit or other proceeding involving any claim which
in any way, directly or indirectly, arises out of or relates to this Agreement,
the services of the Escrow Agent hereunder, or the Escrow Shares held by it
hereunder, other than expenses or losses arising from the gross negligence or
willful misconduct of the Escrow Agent. Promptly after the receipt by
the Escrow Agent of notice of any demand or claim or the commencement of any
action, suit or proceeding, the Escrow Agent shall notify the other parties
hereto in writing. In the event of the receipt of such notice, the
Escrow Agent, in its sole discretion, may commence an action in the nature of
interpleader in an appropriate court to determine ownership or disposition of
the Escrow Shares or it may deposit the Escrow Shares with the clerk of any
appropriate court or it may retain the Escrow Shares pending receipt of a final,
non-appealable order of a court having jurisdiction over all of the parties
hereto directing to whom and under what circumstances the Escrow Shares are to
be disbursed and delivered. The provisions of this Section 8.2 shall
survive in the event the Escrow Agent resigns or is discharged pursuant to
Sections 8.5 or 8.6 below.
7.3 Compensation. The
Escrow Agent shall be entitled to reasonable compensation from the Company for
all services rendered by it hereunder, as set forth on Exhibit A hereto. The Escrow
Agent shall also be entitled to reimbursement from the Company for all expenses
paid or incurred by it in the administration of its duties hereunder including,
but not limited to, all reasonable counsel, advisors’ and agents’ fees and
disbursements and all taxes or other governmental charges.
7.4 Further
Assurances. From time to time on and after the date hereof,
the Company and Phoinos shall deliver or cause to be delivered to the Escrow
Agent such further documents and instruments and shall do or cause to be done
such further acts as the Escrow Agent shall reasonably request to carry out more
effectively the provisions and purposes of this Agreement, to evidence
compliance herewith or to assure itself that it is protected in acting
hereunder.
7.5 Resignation. The
Escrow Agent may resign at any time and be discharged from its duties as escrow
agent hereunder by its giving the other parties hereto written notice and such
resignation shall become effective as hereinafter provided. Such
resignation shall become effective at such time that the Escrow Agent shall turn
over to a successor escrow agent, appointed by the Company, the Escrow Shares
held hereunder. If no new escrow agent is so appointed within the 60
day period following the giving of such notice of resignation, the Escrow Agent
may deposit the Escrow Shares with any court it reasonably deems
appropriate. Upon resignation, the Escrow Agent shall reimburse the
Company pro-rata for any annual fees paid as set forth in Exhibit A
7.6 Discharge of Escrow
Agent. The Escrow Agent shall be discharged from its duties as
escrow agent hereunder if so requested in writing at any time by the other
parties hereto; provided, however, that such
resignation shall become effective only upon acceptance of appointment by a
successor escrow agent as provided in Section 8.5.
16
7.7 Liability. Notwithstanding
anything herein to the contrary, the Escrow Agent shall not be relieved from
liability hereunder for its own gross negligence or its own willful
misconduct.
ARTICLE
8 Miscellaneous.
8.1 Governing
Law. This Agreement shall for all purposes be deemed to be
made under and shall be construed in accordance with the laws of the State of
Nevada. Each of the parties hereby agrees that any action, proceeding
or claim against it arising out of or relating in any way to this Agreement
shall be brought and enforced in the courts of the State of Nevada, and
irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
Each of the parties hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. Any such process or
summons to be served upon each of the Company, Phoinos and the Escrow Agent may
be served by transmitting a copy thereof by registered or certified mail, return
receipt requested, postage prepaid, addressed to it at the address set forth in
Section 9.6 hereof. Such mailing shall be deemed personal service and shall be
legal and binding upon each of the Company, Phoinos and the Escrow Agent in any
action, proceeding or claim.
8.2 No Third Party
Beneficiaries. This Agreement is intended for the benefit of
the parties hereto and their respective successors and permitted assigns and is
not for the benefit of, nor may any provision hereof be enforced by, any other
person or entity.
8.3 Entire
Agreement. This Agreement contains the entire agreement of the
parties hereto with respect to the subject matter hereof and, except as
expressly provided herein, may not be changed or modified except by an
instrument in writing signed by the party to the charged.
8.4 Headings. The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation thereof.
8.5 Binding
Effect. This Agreement shall be binding upon and inure to the
benefit of the respective parties hereto and their legal representative,
successors and assigns.
8.6 Notices. Any
notice or other communication required or which may be given hereunder shall be
in writing and either be delivered personally or by private national courier
service, or be mailed, certified or registered mail, return receipt requested,
postage prepaid, and shall be deemed given when so delivered personally or, if
sent by private national courier service, on the next business day after
delivery to the courier, or, if mailed, two days after the date of mailing, as
follows:
If to the Company, to: | ||
Kinder
Travel Inc.
00000
00 Xxxxxx
Xxxxxxx,
XX X0X0X0
Fax:
(000) 000-0000
Attention:
Xxxxx Xxxxxxxx
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If to Phoinos, to: | ||
Phoinos
Oxford Lifesciences Limited
c/o
Global Corporate and Trust Management Ltd.
XX Xxx
000 Xxxxxxx Plaza, Main Street,
Charlestown, Nevis,
West Indies.
Fax: (000)
000-0000
Attention:
Xxxx Xxxxxxxxxxxx
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If to the Escrow Agent, to: | ||
Wall
Street Transfer Agents, Inc.
00000
Xxxxxx Xxxx
Xxxx
Xxxxxxx, XX
Xxxxxx X0X
0X0
Fax: (000)
000-0000
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And, if to Global Developments Inc., for the purposes of Section 6.1 only, to: | ||
Global
Developments Inc.
0000 – 000 Xxxxxx
Xxxxxx,
XX
Xxxxxx X0X
0X0
Fax:
000-000-0000
Attn:
Xxxxxx Xxxxxx
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||
The
parties may change the persons and addresses to which the notices or other
communications are to be sent by giving written notice to any such change in the
manner provided herein for giving notice.
8.7 Counterparts. This
Agreement may be executed in several counterparts each one of which shall
constitute an original and may be delivered by facsimile transmission and
together shall constitute one instrument.
[Signature page
follows]
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IN WITNESS WHEREOF, the
execution of this Securities Escrow Agreement as of the date first above
written.
KINDER TRAVEL INC. | |||
________________________ | |||
Xx. Xxxxx Xxxxxxxx, President | |||
PHOINOS OXFORD LIFESCIENCES LIMITED | |||
________________________ | |||
Xxxx Xxxxxxxxxxxx, Director | |||
WALL STREET TRANSFER AGENTS, INC. | |||
________________________ | |||
Xxxxxx Xxxxx, Director | |||
For
purposes of Section 6.1 only:
GLOBAL
DEVELOPMENTS INC.
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|||
________________________ | |||
Xxxxxx Xxxxxx, Director | |||
EXHIBIT
A
Escrow Agent
Fees
$250
initial fee, to be paid at closing, for acting agent escrow fee.
An annual
fee equal to one-quarter of one percent (0.25%) of the value of the remaining
escrow shares then held by the escrow agent based upon the average closing price
of the Company’s common stock, as reported by the OTC Bulletin Board, for the 10
trading days preceding the closing date and each subsequent anniversary
thereafter (the “determination date”). The annual fee will be payable within 15
days of the determination date with the exception of the first annual fee which
shall be payable at closing. Notwithstanding the foregoing, in no event shall an
annual fee exceed $3,000 for any one year period, nor be less than $500 for any
one year period (subject, however, to pro-ration as described in paragraph
7.5).
18