SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT, (hereinafter the "Agreement") is made and
entered into this 28th day of July, 2004 by and between Xxxx Xxxxxxx,
Businessman, of the Bellingham, Washington (the "Acquiror"), on the one hand,
and Second Stage Ventures, Inc., Nevada corporation (the "Company"), on the
other hand.
RECITALS
WHEREAS, pursuant to the terms of an Asset Purchase Agreement dated April
16th, 2004 between the Company and both Encapsulation Systems Inc. and Echo RX,
Inc., the Company has acquired certain patents pending and other intellectual
property rights relating to a drug delivery device referred to as a "transdermal
patch";
AND WHEREAS, management of the Company wishes to focus the Company's
resources on the development and marketing of the transdermal patch;
AND WHEREAS, the Company is the registered owner of 200 common shares
representing 100% of the issued and outstanding capital stock of Xxxxxxxxxx.xxx,
Inc. ("Easytrivia"), a Nevada corporation is involved in the development of
internet-based entertainment websites that feature a trivia game show format;
AND WHEREAS, Acquiror desires to acquire from the Company all of the issued
and outstanding shares of Easytrivia's capital stock, aggregating 200 shares of
common stock, solely in exchange for payment of the sum of $200:
WHEREAS, the board of directors of the Company has approved and adopted
this Agreement,
NOW, THEREFORE, in consideration of the premises and mutual
representations, warranties and covenants herein contained, the parties hereby
agree as follows:
ARTICLE I
ACQUISITION AND EXCHANGE OF SHARES
SECTION 1.1. The Agreement. The parties hereby agree that Acquiror will acquire
from the Company all of the issued and outstanding shares of the Easytrivia's
common stock, preferred stock and/or other securities ("the Easytrivia Stock"),
aggregating 200 shares of the common stock of the Easytivia, solely in
consideration for payment by the Acquiror of the sum of $200 to the Company.
SECTION 1.2. Documents Delivered Herewith. The parties are herewith delivering
the following:
(a) The Company is delivering to Acquiror stock certificates
representing all of the issued and outstanding shares of
Easytrivia's capital stock, duly endorsed by the Company, so as
to make Acquiror the holder thereof, free and clear of all claims
and encumbrances;
(b) Acquiror is delivering to the Company a bank draft in favor of the
Company in the amount of $200.
SECTION 1.3. Further Assurances. After the Closing, the Company shall from time
to time, at the request of Acquiror and without further cost or expense to
Acquiror, execute and deliver such other instruments of conveyance and transfer
and take such other actions as Acquiror may reasonably request, in order to more
effectively consummate the transactions contemplated hereby and to vest in
Acquiror good and marketable title to the shares being acquired hereunder
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF COMPANY
The Company hereby represents, warrants and agrees that:
SECTION 2.1. Organization, Good Standing and Corporate Power of Company. Company
is a corporation duly organized, validly existing and presently in good standing
under the laws of the State of Nevada, is duly qualified to do business and is
in good standing as a foreign corporation in each jurisdiction in which such
qualification is necessary, and has the corporate power and authority to own its
properties and assets and to transact the business in which it is engaged.
SECTION 2.2. Tax Returns and Payments. Company has filed and caused Easytrivia
to file with the appropriate governmental authority, all tax returns, whether
based upon income, sales or franchise, as required by law to be filed on or
before the date of this Agreement, and Company and Easytrivia have paid all
taxes to be due on said returns, any assessments made respectively against
Company and Easytrivia and all other taxes, fees and similar charges imposed on
Company and Easytrivia by any governmental authority. No tax liens have been
filed and no claims are being assessed and no returns are under audit with
respect to any such taxes, fees or other similar charges.
SECTION 2.3. Compliance with Law and Government Regulations. Company and
Easytrivia are in compliance with and is not in violation of applicable federal,
state, local or foreign statutes, laws and regulations (including without
limitation, any applicable building, zoning or other law, ordinance or
regulation) affecting its properties or the operation of its business. Neither
Company nor Easytrivia is subject to any order, decree, judgment or other
sanction of any court, administrative agency or other tribunal.
SECTION 2.4. Litigation. There is no material litigation, arbitration,
proceeding or investigation pending or threatened to which Company is a party or
which may result in any material adverse change in the business or condition,
financial or otherwise, of Company or in any of its properties or assets, or
which might result in any liability on the part of Company, or which questions
the validity of this Agreement or of any action taken or to be taken pursuant to
or in connection with the provisions of this Agreement and, to the best
knowledge of Company, there is no basis for any such litigation, arbitration,
proceeding or investigation.
SECTION 2.5. Environmental Matters. There are no actions, proceedings or
investigations pending or, to Company's best knowledge after making appropriate
investigation, threatened before any federal or state environmental regulatory
body, or before any federal or state court, alleging noncompliance by Company
with the Comprehensive Environmental Response, Compensation and Liability Act of
1990 ("CERCLA") or any other Environmental Laws. To Company's best knowledge
after due investigation: (a) there is no reasonable basis for the institution of
any action, proceeding or investigation against Company under any Environmental
Law; (b) Company is not responsible under any Environmental Law for any release
by any person at or in the vicinity of real property of any hazardous substance
(as defined by CERCLA), caused by the spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, dumping or
disposing of any such hazardous substance into the environment; (c) Company is
not responsible for any costs of any remedial action required by virtue of any
release of any toxic or hazardous substance, pollutant or contaminant into the
environment including, without limitation, costs arising from security fencing,
alternative water supplies, temporary evacuation and housing and other emergency
assistance undertaken by any environmental regulatory body; (d) Company is in
material compliance with all applicable Environmental Laws; and (e) no real
property used, owned, managed or controlled by Company contains any toxic or
hazardous substance including, without limitation, any asbestos, PCBs or
petroleum products or byproducts in any form, the presence, location or
condition of which (i) violates any Environmental Law, or (ii) cannot be cleaned
by ordinary reclamation procedures customary in the oil and gas industry. For
purposes of this Agreement, "Environmental Laws" will mean any federal, state,
local or municipal statute, ordinance or regulation, or order, ruling or other
decision of any court, administrative agency or other governmental authority
pertaining to the release of hazardous substances (as defined in CERCLA) into
the environment.
SECTION 2.6. Governmental Consent. No notices, reports or other filings are
required to be made nor are any consents, registrations, approvals, permits,
authorizations or designations required to be obtained by Company from any
court, governmental or regulatory authority, agency, commission, body or other
governmental entity, in connection with the execution and delivery of this
Agreement by Company or the carrying out and consummation of any transactions
contemplated hereby, except those that the failure to make or obtain are not,
individually or in the aggregate, reasonably
likely to have a material adverse effect or prevent, materially delay or
materially impair the ability of Company to consummate the transactions
contemplated by this Agreement.
SECTION 2.7. Corporate Authority. Company has all requisite corporate power and
authority and has taken all corporate actions necessary in order to execute,
deliver and perform its obligations under this Agreement and to consummate the
transactions contemplated herein, including obtaining the approval of this
Agreement by its Board of Directors and by the written consent of the holders of
a majority of the outstanding shares of capital stock of Company. The execution
and delivery of this Agreement, the consummation of the transactions
contemplated hereby and compliance by Company with the provisions hereof will
not:
(a) Conflict with or result in a breach of any provisions of, or constitute
a default (or an event which, with notice or lapse of time or both, would
constitute a default) under, or result in the creation of any lien, security
interest, charge or encumbrance upon any of the properties or assets of Company
under, any of the terms, conditions or provisions of the Articles of
Incorporation or By-Laws of Company, or any note, bond, mortgage, indenture,
license, lease, agreement or any instrument or obligation to which Company is a
party or by which it is bound; or
(b) Violate any order, writ, injunction, decree, statute, rule or
regulation applicable to Company or any of its properties or assets. Assuming
due execution and delivery by the parties hereto, this Agreement is the valid
and binding agreement of Company enforceable against Company in accordance with
its respective terms, except as such enforceability may be limited by applicable
bankruptcy laws or creditors' rights generally or by general principles of
equity.
SECTION 2.8. Legal Proceedings and History. Company hereby represents that,
unless otherwise disclosed herein or by a written attachment hereto, no officer,
director or affiliate of Company, will have been, within the past five years; a
party to any bankruptcy petition against such person or against any business of
which such person was affiliated; convicted in a criminal proceeding or subject
to a pending criminal proceeding (excluding traffic violations and other minor
offenses); subject to any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting their
involvement in any type of business, securities or banking activities; or found
by a court of competent jurisdiction in a civil action, by the Securities
Exchange Commission or the Commodity Futures Trading Commission to have violated
a federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.
SECTION 2.9. Ownership of Shares. Company has full power and authority to
transfer the Easytrivia Stock to Acquiror as provided for herein, and such
shares are free and clear of any liens, charges, mortgages, pledges or
encumbrances and such shares are not subject to any claims as to the ownership
thereof, or any rights, powers or interest therein, by any third party.
SECTION 2.10. Tax Issues. Company has not taken any action or failed to take any
action which action or failure would reasonably be expected to jeopardize the
sale of Easytrivia as anticipated herein.
SECTION 2.11. Accuracy of Information Furnished. No representation, statement,
or information contained in this Agreement (including the schedules) or any
contract or document executed in connection herewith or delivered pursuant
hereto, or thereto or made available or furnished to the Acquiror or its
representatives by Company or its representatives contains any untrue statement
of a material fact, or omits any material fact necessary to make the information
contained therein not misleading. Company has provided (or caused to be
provided) to Acquiror correct and complete copies of all documents listed or
described in the Schedules provided by Company hereunder.
ARTICLE III
ADDITIONAL AGREEMENTS
SECTION 3.1. Expenses. All costs and expenses incurred in connection with this
Agreement and the transaction contemplated hereby, will be paid by the party
incurring such expense or as otherwise agreed to herein.
SECTION 3.2. Necessary Actions. Subject to the terms and conditions herein
provided, each of the parties hereto agrees to use all reasonable efforts to
take, or cause to be taken, all action and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement.
In the event at any time after the Closing, any further action is necessary or
desirable to carry out the purposes of this Agreement, the proper executive
officers and/or directors of the Company or the Acquiror in his personal
capacity, as the case may be, will take all such necessary action.
SECTION 3.3. Confidentiality. All parties hereto agree to keep confidential this
Agreement and all information and documents relating to this Agreement until
such time as the Agreement and the transactions contemplated hereunder are made
public by means of an appropriate press release or by any other means reasonably
assured to make such information publicly available.
ARTICLE IV
MISCELLANEOUS
SECTION 4.1. Notices. Any notice to any party hereto pursuant to this Agreement
will be in writing and given by Certified or Registered Mail or by facsimile,
addressed as follows:
Second Stage Ventures Inc.
00000 Xxxxx Xxxx Xxxxxx,
Xxx Xxxxx, XX 00000
Fax: (000) 000-0000
Copy to: Ruffa & Ruffa,
000 Xxxx 00xx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Xxxx Xxxxxxx,
000-000 Xxxx xxxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
Additional notices are to be given as to each party, at such other address
as should be designated in writing complying as to delivery with the terms of
this Section 5.1. All such notices will be effective when received.
SECTION 4.2. No Personal Liability. This Agreement will not create or be deemed
to create any personal liability or obligation on the part of any direct or
indirect shareholder of Acquiror, the Company, or any of their respective
officers, directors, employees, agents or representative.
SECTION 4.3. Parties in Interest. This Agreement will inure to the benefit of
and be binding upon the parties hereto and the respective successors and
assigns. Nothing in this Agreement is intended to confer, expressly or by
implication, upon any other person any rights or remedies under or by reason of
this Agreement.
SECTION 4.4. Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original and all together will
constitute one document. The delivery by facsimile of an executed counterpart of
this Agreement will be deemed to be an original and will have the full force and
effect of an original executed copy.
SECTION 4.5. Severability. The provisions of this Agreement will be deemed
severable and the invalidity or unenforceability of any provision hereof will
not affect the validity or enforceability of any of the other provisions hereof.
If any provisions of this Agreement, or the application thereof to any person or
any circumstance, is illegal,
invalid or unenforceable, (a) a suitable and equitable provision will be
substituted therefor in order to carry out, so far as may be valid and
enforceable, the intent and purpose of such invalid or unenforceable provision,
and (b) the remainder of this Agreement and the application of such provision to
other persons or circumstances will not be affected by such invalidity or
unenforceability, nor will such invalidity or unenforceability affect the
validity or enforceability of such provision, or the application thereof, in any
other jurisdiction.
SECTION 4.6. Headings. The Article and Section headings are provided herein for
convenience of reference only and do not constitute a part of this Agreement and
will not be deemed to limit or otherwise affect any of the provisions hereof.
SECTION 4.7. Governing Law. This Agreement will be deemed to be made in and in
all respects will be interpreted, construed and governed by and in accordance
with the law of the State of Nevada without regard to the conflict of law
principles thereof.
SECTION 4.8. Survival of Representations and Warranties. All terms, conditions,
representations and warranties set forth in this Agreement or in any instrument,
certificate, opinion, or other writing providing for in it, will survive the
Closing and the delivery of the Easytrivia Stock to Acquiror at the Closing for
a period of one year after Closing, regardless of any investigation made by or
on behalf of any of the parties hereto.
SECTION 4.9. Assignability. This Agreement will not be assignable by operation
of law or otherwise and any attempted assignment of this Agreement in violation
of this subsection will be void.
SECTION 4.10. Amendment. This Agreement may be amended with the approval of
Acquiror and the board of directors of the Company at any time before or after
approval thereof by Acquiror and the shareholders of Company, if required; but
after such approval, if required, no amendment will be made which substantially
and adversely changes the terms hereof. This Agreement may not be amended except
by an instrument, in writing, signed on behalf of each of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement in a manner legally binding upon them as of the date first above
written.
SECOND STAGE VENTURES INC.
By:
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Witness XXXX XXXXXXX
