EXHIBIT 2.1
THE SECURITIES WHICH ARE THE SUBJECT OF THIS STOCK PURCHASE AGREEMENT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE
SECURITIES LAWS OF ANY STATE AND WILL BE OFFERED AND SOLD IN RELIANCE ON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF FEDERAL AND STATE LAWS. THE
SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY REGULATORY AUTHORITY.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
STOCK PURCHASE AGREEMENT
In consideration of the mutual covenants and promises herein contained,
XXXXX XXXXXXXX, XXXXXX XXXXXXX, XXXX XXXXXXXX, XXXXX XXXXXXX, ACCESS
PROPERTIES, WASATCH CONSULTING GROUP, XXXX XXXXXXX, and XXXXX XXXXXX
(collectively the "Sellers") and BLUESTONE, INC., XXXXX XXXX, XXX XXXXXXX,
XXXX XXXX and XXXX XXXX, (collectively the "Purchasers") hereby enter into
this Stock Purchase Agreement ("Agreement") on this 26th day of February,
2001, in accordance with the terms and conditions set forth herein.
1. Purchase of Securities. Purchasers hereby agree to purchase
from Sellers, and Sellers hereby agree to sell to Purchasers, certain shares
of common stock of Quazon Corp., a Nevada corporation ("Quazon"), according to
the terms and conditions described below:
(a) Phase One. In Phase One, Xxxxx Xxxxxxxx shall sell
100,000 shares and Xxxxxx Xxxxxxx shall sell 50,000 shares, and
Bluestone, Inc. shall purchase 150,000 shares of Quazon Corp.
common stock at the per share price of $0.6667 per share, for a
total purchase price of $100,000. The purchase price shall be
paid in cash and/or through the sale of shares of common stock
of Commercial Concepts, Inc. Bluestone, Inc. has already
delivered to Xxxxx Xxxxxxxx and Xxxxxx Xxxxxxx a total of
300,000 shares of Commercial Concepts, Inc. common stock to be
sold by Xxxxx Xxxxxxxx and Xxxxxx Xxxxxxx during the 30 days
following the date of this Agreement. In the event that the
total net proceeds to Xxxxx Xxxxxxxx and Xxxxxx Xxxxxxx from
the sale of the Commercial Concepts, Inc. common stock
previously delivered does not equal at least $100,000, then
Bluestone, Inc. shall pay the remaining balance of the $100,000
purchase price to Xxxxx Xxxxxxxx and Xxxxxx Xxxxxxx on or
before the 15th day of March, 2001.
In the event that the total purchase price paid to Xxxxx
Xxxxxxxx and Xxxxxx Xxxxxxx on or before March 15, 2001 is less
than $100,000, then the number of shares of Quazon Corp. common
stock purchased by Bluestone, Inc. in Phase One shall be
reduced on a pro rata basis, and the Sellers shall be released
from any obligation to sell any additional shares pursuant to
this Agreement, and the Purchasers shall be released from any
obligation to purchase any additional shares pursuant to this
Agreement.
In the event that the net proceeds from the sale of the
Commercial Concepts, Inc. common stock will exceed $100,000,
then Xxxxx Xxxxxxxx and Xxxxxx Xxxxxxx may either: (i) return
all net proceeds in excess of $100,000 and all unsold shares of
Commercial Concepts, Inc. common stock to Bluestone, Inc.; or
(ii) Xxxxxx Xxxxxxx may sell the remaining shares of Commercial
Concepts, Inc. common stock delivered, and apply all of the
excess proceeds toward the purchase of additional shares from
him in Phase Two.
Stock certificates representing the 150,000 shares of Quazon
Corp. common stock being sold by Xxxxx Xxxxxxxx and Xxxxxx
Xxxxxxx in Phase One shall be delivered to Bluestone, Inc.
properly endorsed with Medallion signature guarantees
immediately upon the execution of this Agreement. The shares
shall be unrestricted, and the stock certificates shall bear no
restricted legend.
(b) Phase Two. At any time following the completion of
the Phase One stock purchases/sales, but not later than March
30, 2001, Xxxx Xxxxxxxx shall sell 75,000 shares and Xxxxxx
Xxxxxxx shall sell 50,000 shares, and Xxx Xxxxxxx shall
purchase 70,000 shares and Xxxx Xxxx shall purchase 55,000
shares of Quazon Corp. common stock; all at the per share price
of $0.80, for a total purchase price of $100,000. Stock
certificates representing all 125,000 shares properly endorsed
with Medallion signature guarantees shall be deposited by Xxxx
Xxxxxxxx and Xxxxxx Xxxxxxx with Xxxxxx X. Xxxxxxxxx, Esq., as
escrow agent, pursuant to the terms of an escrow agreement,
immediately upon executing this Agreement. The shares shall be
unrestricted, and the stock certificates shall bear no
restricted legend.
Xxxx Xxxxxxxx and Xxxxxx Xxxxxxx shall have no obligation to
sell, and Xxx Xxxxxxx and Xxxx Xxxx shall have no obligation to
purchase, any of the 125,000 shares described above in Phase
Two unless and until the Phase One stock purchases/sales are
completed in their entirety on or before the 15th day of March,
2001. In the event that the Phase One stock purchases/sales
are timely completed, then the parties shall proceed with the
stock purchases/sales described in Phase Two.
None of the shares to be purchased/sold in Phase Two shall
be considered to be purchased/sold until full payment of the
$100,000 Phase Two purchase price has been made to Xxxx
Xxxxxxxx and Xxxxxx Xxxxxxx. Immediately upon payment of the
full $100,000 Phase Two purchase price, the stock certificates
representing the 125,000 shares shall be delivered by the
escrow agent to Xxx Xxxxxxx (70,000 shares) and Xxxx Xxxx
(55,000 shares).
In the event that the full $100,000 Phase Two purchase price
is not paid to Xxxx Xxxxxxxx and Xxxxxx Xxxxxxx on or before
March 30, 2001, then Xxxx Xxxxxxxx and Xxxxxx Xxxxxxx shall be
released from any obligation to sell any of the 125,000 shares
and Xxx Xxxxxxx and Xxxx Xxxx shall be released from any
obligation to purchase any of the 125,000 shares, and the stock
certificates representing the 125,000 shares to be sold in this
Phase Two shall be returned by the escrow agent to Xxxx
Xxxxxxxx and Xxxxxx Xxxxxxx. Should this occur, Xxxx Xxxxxxxx
and Xxxxxx Xxxxxxx shall return to Xxx Xxxxxxx and Xxxx Xxxx
any partial payment received by them toward the purchase of the
125,000 shares described in Phase Two.
(c) Phase Three. At any time following the completion of
the Phase One and Phase Two stock purchases/sales, but not
later than April 16, 2001, Xxxx Xxxxxxxx shall sell 75,000
shares and Xxxxxx Xxxxxxx shall sell 36,111 shares, and Xxxxx
Xxxx shall purchase 75,000 shares and Xxxx Xxxx shall purchase
36,111 shares of Quazon Corp. common stock; all at the per
share price of $0.90, for a total purchase price of $100,000.
Stock certificates representing all 111,111 shares properly
endorsed with Medallion signature guarantees shall be deposited
by Xxxx Xxxxxxxx and Xxxxxx Xxxxxxx with Xxxxxx X. Xxxxxxxxx,
Esq., as escrow agent, pursuant to the terms of an escrow
agreement, immediately upon executing this Agreement. The
shares shall be unrestricted, and the stock certificates shall
bear no restricted legend.
Xxxx Xxxxxxxx and Xxxxxx Xxxxxxx shall have no obligation to
sell, and Xxxxx Xxxx and Xxxx Xxxx shall have no obligation to
purchase, any of the 111,111 shares described above in this
Phase Three unless and until all of the Phase One and Phase Two
stock purchases/sales have been completed in their entirety on
or before March 30, 2001. In the event that the Phase One and
Phase Two stock purchases/sales are timely completed, then the
parties shall proceed with the stock purchases/sales described
in Phase Three.
None of the shares to be purchased/sold in Phase Three shall
be considered to be purchased/sold until full payment of the
$100,000 Phase Three purchase price has been made to Xxxx
Xxxxxxxx and Xxxxxx Xxxxxxx. Immediately upon payment of the
full $100,000 Phase Three purchase price, the stock
certificates representing the 111,111 shares shall be delivered
to Xxxxx Xxxx (75,000 shares) and Xxxx Xxxx (36,111 shares).
In the event that the full $100,000 Phase Three purchase
price is not paid to Xxxx Xxxxxxxx and Xxxxxx Xxxxxxx on or
before April 16, 2001, then Xxxx Xxxxxxxx and Xxxxxx Xxxxxxx
shall be released from any obligation to sell any of the
111,111 shares and Xxxxx Xxxx and Xxxx Xxxx shall be released
from any obligation to purchase any of the 111,111 shares, and
the stock certificates representing the 111,111 shares to be
sold in this Phase Three shall be returned by the escrow agent
to Xxxx Xxxxxxxx and Xxxxxx Xxxxxxx. Should this occur, Xxxx
Xxxxxxxx and Xxxxxx Xxxxxxx shall return to Xxxxx Xxxx and Xxxx
Xxxx any partial payment received by them toward the purchase
of the 111,111 shares described in Phase Three.
(d) Phase Four. In the event that all of the Phase One,
Phase Two and Phase Three stock purchases/sales are completed
in a timely manner, then: (i) Xxxxx Xxxxxxx, Access Properties
and Wasatch Consulting Group shall grant to Bluestone, Inc., an
option to purchase a total of 2,519,527 shares of Quazon Corp.
common stock for the total exercise price of $40,000 or
approximately $0.015876 per share; (ii) Xxxx Xxxxxxx shall
grant to Xxx Xxxxxxx an option to purchase 2,258,820 shares of
Quazon Corp. common stock for a total exercise price of $5,000
or approximately $0.002214 per share; and (iii) Xxxxx Xxxxxx
shall grant to Xxxxx Xxxx an option to purchase 500,000 shares
of Quazon Corp. common stock at the option exercise price of
$5,000 or approximately $.01 per share. The options shall be
in the forms attached hereto as Exhibits A, B and C
respectively, and shall be subject to all of the terms and
conditions of said option agreements. The option granted by
Xxxxx Xxxxxx shall not become exercisable unless the average
bid price for a share of Quazon common stock is maintained at
$0.60 per share or greater from June 1, 2001 through September
30, 2001.
Stock certificates representing the 2,519,529 shares of
Quazon Corp. common stock to be sold by Xxxxx Xxxxxxx, Access
Properties and Wasatch Consulting Group pursuant to the
exercise of options granted in Phase Four shall be delivered to
the escrow agent properly enclosed with Medallion signature
guarantees immediately upon the execution of this Agreement.
The shares presently bear a restricted legend, but have been
held for by the registered owners for a period of time in
excess of two years. If prior to the exercise of the options
granted by Xxxxx Xxxxxxx, Access Properties and Wasatch
Consulting Group, the restricted legend may be removed pursuant
to Rule 144(k), then Xxxxx Xxxxxxx agrees that he will do so.
Otherwise, the shares will continue to bear a restricted
legend.
Stock certificates representing the 2,258,820 shares of
Quazon Corp. common stock to be sold by Xxxx Xxxxxxx pursuant
to the exercise of the option granted by Xxxx Xxxxxxx in Phase
Four shall be delivered to the escrow agent properly enclosed
with Medallion signature guarantees immediately upon the
execution of this Agreement. The shares are restricted, and
the stock certificates shall bear a restricted legend.
Stock certificates representing the 500,000 shares of Quazon
Corp. common stock to be sold by Xxxxx Xxxxxx pursuant to the
exercise of options granted in Phase Four shall be delivered to
the escrow agent properly enclosed with Medallion signature
guarantees immediately upon the execution of this Agreement.
The shares presently bear a restricted legend, but have been
held by the registered owner for a period of time in excess of
two years. If prior to the exercise of the option granted by
Xxxxx Xxxxxx, the restricted legend may be removed pursuant to
Rule 144(k), then Xxxxx Xxxxxx agrees that she shall do so.
Otherwise, the shares shall continue to bear a restricted
legend.
(e) Relationship Between Phases. The obligations of the
parties to complete each successive phase is dependent upon the
timely completion of all prior phases. However, once a phase
has been completed, it shall not become void or voidable if any
of the Purchasers fail to complete their obligations in
subsequent phases. For example, if the Phase One and Phase Two
stock purchases/sales are completed timely, but the Purchasers
specified in Phase Three fail to complete the Phase Three stock
purchases/sales on a timely basis, then: (i) the Phase One and
Phase Two stock purchases/sales shall be considered completed,
and shall not be void or voidable; (ii) the Purchasers and
Sellers specified in Phase Three and Phase Four shall be
released from their respective obligations under Phase Three
and Phase Four; (iii) any partial consideration paid toward the
Phase Three stock purchases/sales shall be returned to the
Purchasers who paid the consideration; and (iv) all stock
certificates held in escrow for the Phase Three and Phase Four
stock purchases/sales shall be returned to the registered
owners.
As long as the Purchasers complete each successive phase
timely, the Sellers shall be obligated to complete the
remaining phases specified in this Section 1 of the Agreement,
subject to the Purchaser's timely completion of their
obligations under the remaining phases.
2. Representations, Warranties and Covenants of Purchasers.
Purchasers hereby represent, warrant and covenant to Sellers the following:
(a) Purchasers have such knowledge and experience in
financial and business matters that they are capable of
evaluating the merits and risks of this investment.
(b) Any restricted or control shares purchased in Phase
Four are being acquired solely for Purchasers' own accounts,
for investment only, and are not being purchased with a view to
the resale, distribution, subdivision or fractionalization
thereof.
(c) Purchasers understand that any restricted or control
shares purchased in Phase Four have not been registered under
the U.S. Securities Act of 1933, as amended, (the "Act"), or
any state securities laws, in reliance upon exemptions from
securities registration for certain private transactions.
Purchasers understand and agree that none of such shares may be
resold or otherwise disposed of by Purchasers unless the shares
are subsequently registered under the Act and under appropriate
state securities laws, or unless sold pursuant to applicable
exemptions from registration.
(d) Purchasers, if individuals, are 18 years of age or
older, and are authorized to enter into this Agreement.
(e) Purchasers understand that Quazon Corp. presently has
no active business, and no commitments, agreements or
understandings to acquire, merge with or be acquired by any
other business or company. The assets and liabilities of
Quazon Corp. have not changed materially from that disclosed in
Quazon Corp.'s December 31, 2000 audited financial statements
included in its annual report on Form 10-KSB, except for the
payment of approximately $6,500.00 in legal and accounting
expenses since December 31, 2000. Purchasers are familiar with
Quazon Corp.'s financial condition and business plans.
(f) Purchasers hereby agree to indemnify Sellers and
Quazon Corp. and their respective officers, agents and
employees and hold them harmless from and against any and all
liability, damage, cost and expense incurred on account of or
arising out of:
(1) Any inaccuracy or default in the declarations,
representations, warranties and covenants made by Purchasers
as hereinabove set forth;
(2) Disposition of any of the shares by the
Purchasers contrary to the foregoing declaration,
representations and warranties made by Purchasers;
(3) Any action, suit or proceeding based upon: (i)
the claim that said declarations, representations,
warranties or covenants made by Purchasers were inaccurate
or misleading or otherwise cause for obtaining damages or
redress from Purchasers, or (ii) the disposition of any of
the shares or any portion thereof in a manner inconsistent
with Purchasers' representations and warranties.
3. Representations, Warranties and Covenants of Sellers.
Sellers hereby represent, warrant and covenant to Purchasers the following:
(a) Sellers own all of the shares which are the subject of
this Agreement, have good title thereto, and no one else has
any claim of ownership to any of the shares.
(b) Sellers, if individuals, are 18 years of age or older,
and are authorized to enter into this Agreement.
(c) The shares being acquired by Purchasers hereunder are
validly issued and outstanding, fully paid and nonassessable,
and are free and clear from all liens or encumbrances.
(d) The shares being acquired by Purchasers hereunder have
not been issued by Quazon Corp. in violation of any preemptive
right or other rights of any person.
(e) Sellers have such knowledge and experience in
financial and business matters that they are capable of
evaluating the merits and risks of this sale. Sellers are
familiar with Quazon Corp.'s present financial condition and
business plans.
(f) If the Purchasers purchase all of the shares described
in Phase One, Phase Two, Phase Three and Phase Four (including
the exercise of all three options), Purchasers will purchase a
total of 5,664,458 shares of Quazon Corp. common stock. There
are no other shares of common stock or any other class of stock
of Quazon Corp. issued and outstanding, with the exception of
1,335,542 shares of common stock which are, to the best of
Sellers' knowledge, owned of record by the persons named in
Quazon Corp.'s stockholder list (in the amounts indicated on
said list) as of February 22, 2001, which list Purchasers now
have. Quazon Corp. presently has a total of 6,250,000 shares
of its common stock issued and outstanding, and an additional
750,000 shares to be issued under a Form S-8 registration
statement filed by Quazon Corp. in February 2001, which will
bring the total number of issued and outstanding shares to
7,000,000. All issued and outstanding shares of Quazon Corp.
are legally issued, fully paid, and nonassessable.
(g) There are no present agreements to issue any
additional shares of any class of stock of Quazon Corp. (other
than the 750,000 shares covered by Quazon Corp.'s presently
effective Form S-8 registration statement), and none shall be
entered into prior to the completion of Phase Three or
Purchasers' failure to timely complete Phase One, Phase Two or
Phase Three.
(h) Xxxxx Xxxxxxx, Xxxx Xxxxxxx, and Xxxxx Xxxxxx are the
only directors of Quazon Corp. The present officers are:
President-Xxxxx Xxxxxxx, Vice President-Xxxx Xxxxxxx,
Secretary-Xxxxx Xxxxxx, and Treasurer-Xxxxx Xxxxxx. Upon a
timely completion of Phase One, Phase Two and Phase Three,
Xxxxx Xxxxxxx, Xxxx Xxxxxxx, and Xxxxx Xxxxxx shall elect the
designees of Bluestone, Inc. as new directors of Quazon Corp.,
then Xxxxx Xxxxxxx, Xxxx Xxxxxxx and Xxxxx Xxxxxx shall resign
as officers and directors of Quazon Corp. There shall be no
other changes in the officers and directors of Quazon Corp. at
or prior to the completion of Phase Three or Purchasers'
failure to timely complete Phase One, Phase Two or Phase Three.
(i) There are no agreements, other than as described
herein, to elect any officers or directors of Quazon Corp.
(j) Quazon Corp. is a corporation duly organized, validly
existing, and in good standing under the laws of the state of
Nevada and has the corporate power and is duly authorized,
qualified, franchised, and licensed under all applicable laws,
regulations, ordinances and orders of public authorities to own
all of its properties and assets and to carry on its business
in all material respects as it is now being conducted,
including qualification to do business as a foreign corporation
in the states in which the character and location of the assets
owned by it or the nature of the business transacted by it
requires qualification and where failure to qualify would not
have a materially adverse effect on Quazon Corp. Included in
the Sellers's Schedules are complete and correct copies of the
articles of incorporation and bylaws of Quazon Corp. as in
effect on the date hereof (including all amendments). The
execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated by this Agreement
in accordance with the terms hereof will not, violate any
provision of Quazon Corp. articles of incorporation or bylaws.
(k) Quazon Corp. has filed all annual, quarterly and
current reports required to be filed by it on Forms 10-KSB, 10-
QSB and 8-K for at least the last two years.
(l) The present financial condition of Quazon Corp. has
not changed materially from that described in Quazon Corp.'s
annual report on Form 10-KSB for the year ended December 31,
2000, with the exception of Quazon Corp.'s payment of
approximately $6,500.00 in legal and accounting fees incurred
since December 31, 2000.
(m) Quazon Corp. presently has no specific type of
business in which it engages, and Quazon Corp. has no
commitments or agreements to merge with or acquire any other
business, assets, or other company or to be acquired by any
other business or company.
(n) Quazon Corp. is not a party to or subject to any
employment contracts, lease agreements or any other contracts
or agreements of any type or nature.
(o) No lawsuit, threats of lawsuits or other contingent
liabilities against Quazon Corp. or affecting Quazon Corp.
exist.
(p) Quazon Corp. has filed all state, federal, and local
income tax returns required to be filed by it from inception to
the date hereof, with the exception of tax returns not yet due.
(q) The financial books and records of Quazon Corp. are
complete and correct in all material respects and have been
maintained in accordance with good business and accounting
practices.
(r) The execution of this Agreement and the consummation
of the transactions contemplated by this Agreement will not
result in the breach of any term or provision of, or constitute
any event of default under, any material indenture, mortgage,
deed of trust, or other material contract, agreement, or
instrument to which Quazon Corp. is a party or to which any of
its properties or operations are subject.
(s) Quazon Corp. holds all licenses, franchises, permits,
and other governmental authorizations which are legally
required to enable Quazon Corp. to conduct its business in all
material respects as conducted on the date hereof.
(t) Quazon Corp. has complied with all applicable U.S. and
foreign statutes and regulations of any federal, state,
provincial, or other governmental entity or agency thereof,
except to the extent that noncompliance would not materially
and adversely affect the business, operations, properties,
assets, or condition of Quazon Corp. or except to the extent
that noncompliance would not result in any material liability
for Quazon Corp.
(u) Sellers hereby agree to indemnify Purchasers and
Quazon Corp. and their respective officers, agents and
employees and hold them harmless from and against any and all
liability, damage, cost and expense incurred on account of or
arising out of:
(1) Any material inaccuracy or material default in
the declarations, representations, warranties and covenants
set forth in this Agreement;
(2) Any action, suit or proceeding based upon the
claim that said declarations, representations, warranties or
covenants were materially inaccurate or materially
misleading or otherwise cause for obtaining damages or
redress from Quazon Corp. or Sellers.
4. Conditions Precedent to Obligations of Purchasers. The
obligations of Purchasers under this Agreement are subject to the
satisfaction, at or before the closing of each phase identified in Section 1,
of the following conditions:
(a) Accuracy of Representations. The representations and
warranties made by Sellers in this Agreement were true when
made and shall be true at the closing of each phase identified
in Section 1, with the same force and effect as if such
representations and warranties were made at and as of the
closing of each phase identified in Section 1, (except for
changes therein permitted by this Agreement), and Sellers shall
have performed or complied with all covenants and conditions
required by this Agreement to be performed or complied with by
Sellers prior to or at the closing of each phase identified in
Section 1. Any adverse changes in the financial condition of
Quazon Corp. since the date of this Agreement, shall not be
material.
(b) No Material Adverse Change. Prior to the closing date
of each phase identified in Section 1, there shall not have
occurred any material adverse change in the financial
condition, business, or operations of Quazon Corp. nor shall
any event have occurred which, with the lapse of time or the
giving of notice, may cause or create any material adverse
change in the financial condition, business, or operations of
Quazon Corp.
(c) Election. Xxxxx Xxxxxxx, Xxxx Xxxxxxx and Xxxxx
Xxxxxx, as the only present directors of Quazon Corp., shall
elect the designees of Bluestone, Inc. as the new directors of
Quazon Corp. effective as of the closing of Phase Three.
(d) Resignations. Xxxxx Xxxxxxx, Xxxx Xxxxxxx and Xxxxx
Xxxxxx, as the only present directors of Quazon Corp., shall
have tendered their resignations as officers and directors of
Quazon Corp., after the election of the designees of Bluestone,
Inc. as directors of Quazon Corp., which resignations shall be
effective as of the closing of Phase Three.
(e) Other Items. Sellers shall have taken or performed
any and all actions to be taken by pursuant to this Agreement,
and Purchasers shall have received such further documents,
certificates, or instruments relating to the transactions
contemplated hereby as Purchasers may reasonably request.
5. Conditions Precedent to Obligations of Sellers. The
obligations of Sellers under this Agreement are subject to the satisfaction,
at or before the closing of each phase identified in Section 1, of the
following conditions:
(a) Accuracy of Representations. The representations and
warranties made by Purchasers in this Agreement were true when
made and shall be true as of the closing of each phase
identified in Section 1, (except for changes therein permitted
by this Agreement) with the same force and effect as if such
representations and warranties were made at and as of the
Closing Date, and Purchasers shall have performed and complied
with all covenants and conditions required by this Agreement to
be performed or complied with by Purchasers prior to or at the
closing of each phase identified in Section 1.
(b) Other Items. Purchasers shall have taken or performed
any and all actions to be taken by Purchasers pursuant to the
provisions of this Agreement, and Sellers shall have received
such further documents, certificates, or instruments relating
to the transactions contemplated hereby as Sellers may
reasonably request.
6. Closing. The closing of each phase identified in Section 1
shall occur at the office of Xxxxxx X. Xxxxxxxxx, Esq., 00 Xxxx Xxxxx Xxxxxx,
Xxxxx 0000X, Xxxx Xxxx Xxxx, Xxxx 00000 on a date and at such time as the
parties may mutually agree, but prior to the deadline specified in each phase
identified in Section 1. At the closing, each of the respective parties
hereto shall execute, acknowledge, and deliver (or shall cause to be executed,
acknowledged, and delivered) any and all certificates, financial statements,
schedules, agreements, resolutions, or other instruments required by this
Agreement to be so delivered at or prior to the closing, together with such
other items as may be reasonably requested by the parties hereto and their
respective legal counsel in order to effectuate or evidence the transactions
contemplated hereby.
7. Miscellaneous.
(a) Binding Agreement. This Agreement shall be binding
upon and inure to the benefit of each of the parties and their
respective successors, heirs, devisees, transferees and
assigns.
(b) Expenses. Purchasers shall pay all of its expenses,
and all expenses of Sellers and Quazon Corp. incurred in
connection with this Agreement and all related documents
(option agreements, escrow agreement, corporate minutes and
reports to be filed with the Securities and Exchange
Commission), including, but not limited to, attorneys and
accountants fees.
(c) Further Assurances and Additional Instruments. Upon
the reasonable request of Purchasers at any time and from time
to time following the date of this Agreement, Sellers shall
execute and deliver to Purchasers such further executed stock
powers, stock certificates, letters of resignation, etc. as
Purchasers or their counsel may reasonably request in order to
complete the transactions described in this Agreement, or
otherwise to fulfill the purpose and intent of this Agreement.
(d) Notices. Any notice, request, instruction or other
document or instrument required or permitted by this Agreement
shall be in writing and shall be given to the respective
parties and shall be deemed to have been given on the date when
such notice, request, instruction or other document or
instrument is personally delivered or 48 hours after being sent
by facsimile or deposited with an overnight courier prepaid and
addressed as follows:
In the case of Purchasers to:
Bluestone, Inc.
000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxx Xxxx, Xxxx 00000
Xxxxx Xxxx
0000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxx 00000
Xxx Xxxxxxx
00000 Xxxxxxxxx Xxxxxx
Xxxxx, Xxxx 00000
Xxxx Xxxx
Xxx 0000
Xxxx Xxxxx, Xxxxxxx
Xxxxxx X0X0X0
Xxxx Xxxx
0000 Xxxx Xxxxxxx Xxxxxxxxx
Xxxxx, Xxxx 00000
In the case of Sellers to:
Xxxxx Xxxxxxxx
0000 Xxxx Xxxxxx Xxxx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Xxxxxx Xxxxxxx
0000 Xxxxxxx Xxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Xxxx Xxxxxxxx
0000 Xxxx Xxxxxx Xxxx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Xxxxx Xxxxxxx
0000 Xxxxx Xxxxxxx Xxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Access Properties
0000 Xxxxx Xxxxxxx Xxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Attn: Xxxxx Xxxxxxx
Wasatch Consulting Group
0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Attn: Xxxxx Xxxxxxx
Xxxx Xxxxxxx
000 Xxxx Xx. Xxxxxx Xxxxxxxxx
Xx. Xxxxxx, Xxxx 00000
Xxxxx Xxxxxx
0000 Xxxx Xxxxxx Xx. X
Xxxx Xxxx Xxxx, Xxxx 00000
or to such other address as may be given by notice as provided
herein.
(e) Headings. The underlined paragraph and subparagraph
headings used in this Agreement are for convenient reference
only and are not intended to affect the meaning or construction
of any provision of this Agreement.
(f) Entire Agreement; Amendment. This Agreement and the
related documents and instruments called for herein comprise
the entire agreements of the parties and may not be amended or
modified, except by written agreement of the parties. No
provision of the aforementioned agreements may be waived,
except in writing, and only in the specific instance and for
the specific purposes for which given.
(g) Counterparts. This Agreement may be executed in any
number of counterparts, each of which when fully and properly
executed, shall be deemed to be an original.
(h) Default and Remedies; Arbitration. If any party
defaults in the performance of any term, covenant, condition or
obligation under this Agreement, the non-defaulting party may
pursue any and all remedies available to such party, subject to
such claims being arbitrated as provided herein. The rights
and remedies provided herein are cumulative and not exclusive
of any other right or remedy provided by law.
(i) Severability. Any provision of this Agreement which
is prohibited or unenforceable in any jurisdiction shall as to
such jurisdiction be ineffective to the extent of such prohi-
bition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforcement of
any such provision in any other jurisdiction. To the extent
permitted by applicable law, the parties waive any provision of
law which renders any provision hereof prohibited or
enforceable in any respect.
(j) Attorneys Fees. In the event it is necessary for any
party hereto to institute a proceeding in connection with this
Agreement or breach thereof, the prevailing party in such
proceeding shall be entitled to reimbursement for its
reasonable attorneys costs, expenses and attorneys fees
incurred, including fees incurred on any appeal or review.
(k) Gender. In construing this instrument and whenever
the context hereof so requires, the masculine gender includes
the feminine and neuter and the singular includes the plural.
(l) Finder's Fee. Xxxxxx X. Xxxxxxxxx has acted as a
finder in this transaction. Purchasers, jointly and severally,
agree to pay the following to Xxxxxx X. Xxxxxxxxx as a finder's
fee: (i) $8,300.00 upon completion of Phase One (or a pro rated
portion if less than all of the shares covered by Phase One are
sold); $8,300.00 upon completion of Phase Two; and $8,400.00
upon completion of Phase Three. No other person has acted as a
finder in this transaction. Each party hereto, jointly and
severally, agrees to indemnify and hold the other harmless
against any claim or demand for commissions or other
compensation by any broker, finder or similar agent (other than
Xxxxxx X. Xxxxxxxxx) claiming to have been employed by or on
behalf of that party and to bear the cost of attorneys' fees
incurred by the other in defending any such claim.
(m) Arbitration. Any dispute or claim which arises out of
or which relates to this Agreement or to the interpretation or
breach thereof shall be resolved by arbitration in Salt Lake
City, Utah in accordance with the then effective commercial
arbitration rules of the American Arbitration Association, and
any judgment upon the award rendered pursuant to such
arbitration may be entered in any court having jurisdiction
thereof.
(n) Survival of Representations and Warranties. All
representations, warranties, agreements, covenants and
obligations herein or in any schedule, certificate or financial
statement delivered by either party incident to the
transactions contemplated hereby are material, shall be deemed
to have been relied upon by the other party and shall survive
the execution hereof for a period of one (1) year from the date
hereof regardless of any investigation and shall merge in the
performance of any obligation by any party hereto.
IN WITNESS WHEREOF, the Sellers and Purchasers have executed
this Agreement on the date set forth above.
SELLERS PURCHASERS
BLUESTONE, INC.
/S/Xxxxx Xxxxxxxx By:/s/Xxxx Xxxx
Xxxxx Xxxxxxxx Its:President
/s/Xxxxxx Xxxxxxx /s/Xxxxx Xxxx
Xxxxxx Xxxxxxx Xxxxx Xxxx
/s/Xxxx Xxxxxxxx /s/Xxx Xxxxxxx
Xxxx Xxxxxxxx Xxx Xxxxxxx
/s/Xxxxxx Xxxxxxx /s/Xxxx Xxxx
Xxxxx Xxxxxxx Xxxx Xxxx
ACCESS PROPERTIES
/S/Xxxx Xxxx
---------------------------
Xxxx Xxxx
By/s/Xxxxx Xxxxxxx
Xxxxx Xxxxxxx
Its:Manager/member
WASATCH CONSULTING GROUP
By/s/Xxxxx Xxxxxxx
Xxxxx Xxxxxxx
Its: President
/s/Xxxx Xxxxxxx
Xxxx Xxxxxxx
/s/Xxxxx Xxxxxx
Xxxxx Xxxxxx
EXHIBIT A
This Option (or the shares underlying this Option) has not been registered
under the Securities Act of 1933. This option may not be sold, assigned, or
transferred in the absence of an effective registration statement under the
Act unless done pursuant to an exemption from registration.
OPTION AGREEMENT
THIS OPTION AGREEMENT is entered into on the ___ day of April, 2001
between Xxxxx Xxxxxxx, Access Properties and Wasatch Consulting Group
(hereinafter collectively referred to as "Optionor"), and the undersigned
optionee or optionees (hereinafter jointly referred to as "Optionee").
R E C I T A L S
WHEREAS, Optionor is the holder of approximately 2,869,527 shares of the
common stock of Quazon Corp., a Nevada corporation,(hereinafter referred to as
the "Company"), and
WHEREAS, the Company is not operational, and the Optionor has not yet
obtained a suitable business project for the Company, and
WHEREAS, the Optionee desires to locate a suitable business project for
the Company, and Optionor has agreed to give to Optionee an option to acquire
certain shares of the Company's common stock from Optionor upon the terms and
conditions set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant of Option. Optionor hereby grants an option ("Option"} to
Optionee to acquire all or any portion of up to Two Million Five Hundred
Nineteen Thousand Five Hundred Twenty Seven (2,519,527) shares of the
Company's common stock owned by Optionor (hereinafter referred to as the
"Option Stock"). Xxxxx Xxxxxxx is granting the Option with respect to
2,369,526 shares, Access Properties is granting the Option with respect to
83,334 shares, and Wasatch Consulting Group is granting the Option with
respect to 66,667 shares; all of which together total the 2,519,527 shares
collectively covered by the Option.
2. Consideration. In consideration of the foregoing Option grant,
Optionee does hereby pay One Hundred Dollars ($100.00), to be divided equally
between the three Optionors, as payment in full for said grant of the Option.
Optionor hereby acknowledges receipt of said payment as of the date of
execution hereof.
3. Condition Precedent. Optionor is granting this Option to Optionee
since Optionee will use its best efforts to attempt to locate a suitable
business project for the Company. However, this Option cannot be exercised
unless and until, subject to the time periods set forth below, the Company has
completed a business acquisition of another company, or otherwise entered into
a specific type of business. In order to allow for time to elapse from the
date of a business acquisition or the commencement of a specific type of
business by the Company, so as to assure that the Company will remain
operational for some reasonable period of time in order to allow the orderly
flow of information to the public and the Company's shareholders, and in order
for orderly markets to develop for the Company's common stock (however, no
assurance is given that such a market will develop or be maintained), the
Option cannot be exercised until at least three months after consummation of a
business acquisition or the commencement of a specific type of business by the
Company, and even then only if the Company is actively conducting business
operations (itself or through its present or future subsidiaries) at the time
of exercise.
4. Notice of Exercise. Upon written notice, accompanied by
payment in good funds to Optionor, the Option may be exercised in whole or in
part and in accordance with all other terms and conditions hereof. Upon
receipt of notice of exercise and payment of the purchase price in good funds,
the Optionor shall, as soon as practicable, deliver the Option Stock, as duly
purchased, to the Company's transfer agent for transfer and delivery to
Optionee. If permitted under Rule 144 at the time of exercise, the Option
Stock shall be accompanied with an appropriate cover letter from the Optionor
to the transfer agent of the Company requesting transfer of the Option Stock
without restrictive legend to the names designated by Optionee and requesting
delivery directly to the Optionee. Payment for the cost of transfer shall be
made by the Optionee.
5. Exercise Price. Optionee agrees to pay a total exercise price of
Forty Thousand and 00/00 Dollars ($40,000.00) upon exercise of all the Option
Stock. Upon exercise of any portion less than all of the Option Stock,
Optionee agrees to pay that percentage of the total exercise price which is
equal to the percentage which the stock being exercised is of the total amount
of Option Stock (or an exercise price of approximately $0.015876 per share).
In the event the Option is exercised at least to the extent of one-half of the
Option, the initial One Hundred and 00/100 Dollars ($100.00) option payment
and any payment to extend the Option period shall be credited toward the
exercise price. Therefore, assuming exercise of the entire Option, the
Optionee would pay an additional amount of Thirty Nine Thousand Nine Hundred
and 00/100 Dollars (U.S.$39,900.00) upon exercise of the Option not taking
into consideration any credit for funds paid to extend the Option under
Section 6 hereof.
6. Option Period. This Option must be exercised in accordance with all
terms and conditions set forth herein within twelve (12) months from the date
hereof or the Option shall expire without further notice. However, should the
Company complete a business acquisition or otherwise commence a specific type
of business at any time within the last three months of this option period,
then this Option shall be automatically extended for three additional months
upon payment in good funds of an additional One Thousand Dollars
(U.S.$1,000.00) paid by Optionee to the Optionor.
7. Representations and Warranties. Optionor hereby represents that
Optionor has marketable title to the Option
Stock (each Optionor has marketable title to the Option Stock which is the
subject of his or its Option) and that said stock is duly and validly issued,
fully paid and nonassessable. Optionor hereby represents that said shares
have been fully paid for and beneficially owned by the Optionor for a period
of time exceeding the last two (2) full years.
8. Ownership Rights. During the term hereof, Optionor remains at all
times as the legal owner of the Option Stock. Optionor maintains all rights
of ownership with respect to the Option Stock including voting rights,
dividend and liquidation rights and any and all other rights inherent in the
ownership of the Option Stock, subject only to the terms hereof.
9. Assiqnability. Optionor is relying on the efforts of Optionee to
obtain an acquisition of another business for the Company or the commencement
of a specific type of business by the Company. However, in recognition of the
fact that the Optionee may have to involve the efforts of others, each
Optionee designated below may assign up to two-thirds of his/her option under
this Agreement to other persons without the consent of Optionor by providing
written notice of such assignment and the name and address of such assignee to
the Optionor prior to the time of exercise. Notwithstanding the foregoing, no
portion of this Option may be assigned to any person unless the person signs a
written acknowledgment of all of the terms and conditions hereof, including
those contained in Paragraph 9. Said assignments shall only be made to an
aggregate number of three persons or less, all of whom must be sophisticated
investors.
10. Nonpublic Nature of Transaction. The grant of this option did not
involve any public solicitation or advertisement and was privately negotiated
on an arms-length basis. The Optionee is a sophisticated investor with
substantial experience in the securities industry. The Option is acquired for
investment purposes for the Optionee's own account and not for public
distribution. The Option will not be assigned or distributed except by
registration under the Securities Act of 1933 (the "Act") or an exemption
therefrom. The Optionee understands that the grant of the Option is not a
registered transaction and the Option is "Restricted Security."
11. Leak Out Provision. Upon the granting of this Option at the
successful conclusion of Phase Three of the related Stock Purchase Agreement,
Optionor will own approximately 350,000 shares of Quazon Corp. common stock,
in addition to the 2,519,527 shares covered by this Option. Following the
granting of this Option, Optionor agrees that he will not sell into the pubic
market, more than 10,000 shares of Quazon Corp. common stock per week (from
Optionor's remaining 350,000 shares) during the four month time period
commencing June 1, 2001 and ending September 30, 2001. Optionor further
agrees that in the event Optionor intends to sell more than 1,500 shares in
any one day, that Optionor shall give Optionee at least 48 hours' advance
notice of the proposed sale. If Phase Three of the Stock Purchase Agreement
is not successfully completed, then this option shall not be granted and this
leak out provision shall not apply.
12. Disclosure Obligations. Optionee must take all steps reasonably
required to assure that the shareholders of the Company, the public and the
financial community is informed with regard to the existence of this Option
and the relevant terms hereof.
13. Notices. Any notices required or permitted to be given hereunder
shall be sufficient if mailed, postage prepaid, to the respective parties at
the addresses set forth below.
14. Construction. This agreement shall be construed and
interpreted in accordance with the laws of the State of Utah.
15. Default. In event of any default hereunder, the non-defaulting
party shall be entitled to reimbursement of all costs including reasonable
attorneys fees, incurred in enforcing this agreement, whether with or without
suit.
16. Further Assurances. At any time, and from time to time, after the
execution hereof, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to confirm or
perfect title to any property transferred hereunder or otherwise to carry out
the intent and purposes of this Agreement.
17. Counterparts. This agreement may be executed in any
number of counterparts, all of which shall constitute one and the same
agreement.
18. Binding Effect. This agreement shall be binding upon and inure to
the benefit of the respective parties and their heirs, successors and assigns.
IN WITNESS WHEREOF, the parties have executed this agreement to be
effective as of the day and year first above written.
Names and Addresses of Optionor:
Xxxxx Xxxxxxx
0000 Xxxxx Xxxxxxx Xxxx
Xxxx Xxxx Xxxx, Xxxx 00000
__________________________________
Signature
Access Properties
0000 Xxxxx Xxxxxxx Xxxx
Xxxx Xxxx Xxxx, Xxxx 00000
By:
Its:____________________________
Wasatch Consulting Group
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
By:
Its:_____________________________
Name and Address of Optionee:
Bluestone, Inc.
000 X. Xxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxx Xxxx, Xxxx 00000
By:_______________________________
Its:____________________________
EXHIBIT B
This Option (or the shares underlying this Option) has not been registered
under the Securities Act of 1933. This option may not be sold, assigned, or
transferred in the absence of an effective registration statement under the
Act unless done pursuant to an exemption from registration.
OPTION AGREEMENT
THIS OPTION AGREEMENT is entered into on the ___ day of April, 2001
between Xxxx Xxxxxxx (hereinafter referred to as "Optionor"), and the
undersigned optionee or optionees (hereinafter jointly referred to as
"Optionee").
R E C I T A L S
WHEREAS, Optionor is the holder of approximately 2,260,486 shares of
the common stock of Quazon Corp., a Nevada corporation,(hereinafter referred
to as the "Company"), and
WHEREAS, the Company is not operational, and the Optionor has not yet
obtained a suitable business project for the Company, and
WHEREAS, the Optionee desires to locate a suitable business project for
the Company, and Optionor has agreed to give to Optionee an option to acquire
certain shares of the Company's common stock from Optionor upon the terms and
conditions set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant of Option. Optionor hereby grants an option ("Option"} to
Optionee to acquire all or any portion of up to Two Million Two Hundred Fifty
Eight Thousand Eight Hundred Twenty Seven (2,258,820) shares of the Company's
common stock owned by Optionor (hereinafter referred to as the "Option
Stock").
2. Consideration. In consideration of the foregoing Option grant,
Optionee does hereby pay One Hundred Dollars ($100.00) as payment in full for
said grant of the Option. Optionor hereby acknowledges receipt of said
payment as of the date of execution hereof.
3. Condition Precedent. Optionor is granting this Option to Optionee
since Optionee will use its best efforts to attempt to locate a suitable
business project for the Company. However, this Option cannot be exercised
unless and until, subject to the time periods set forth below, the Company has
completed a business acquisition of another company, or otherwise entered into
a specific type of business. In order to allow for time to elapse from the
date of a business acquisition or the commencement of a specific type of
business by the Company, so as to assure that the Company will remain
operational for some reasonable period of time in order to allow the orderly
flow of information to the public and the Company's shareholders, and in order
for orderly markets to develop for the Company's common stock (however, no
assurance is given that such a market will develop or be maintained), the
Option cannot be exercised until at least three months after consummation of a
business acquisition or the commencement of a specific type of business by the
Company, and even then only if the Company is actively conducting business
operations (itself or through its present or future subsidiaries) at the time
of exercise.
4. Notice of Exercise. Upon written notice, accompanied by
payment in good funds to Optionor, the Option may be exercised in whole or in
part and in accordance with all other terms and conditions hereof. Upon
receipt of notice of exercise and payment of the purchase price in good funds,
the Optionor shall, as soon as practicable, deliver the Option Stock, as duly
purchased, to the Company's transfer agent for transfer and delivery to
Optionee. If permitted under Rule 144 at the time of exercise, the Option
Stock shall be accompanied with an appropriate cover letter from the Optionor
to the transfer agent of the Company requesting transfer of the Option Stock
without restrictive legend to the names designated by Optionee and requesting
delivery directly to the Optionee. Payment for the cost of transfer shall be
made by the Optionee. HOWEVER, SINCE THE OPTION STOCK HAS BEEN OWNED BY
OPTIONOR FOR LESS THAN THREE MONTHS, AND SINCE THE TERM OF THE OPTION WILL
EXPIRE BEFORE THE OPTIONOR HAS OWNED THE OPTION STOCK FOR LESS THAN TWO YEARS,
RULE 144(K) WILL NOT APPLY TO THE OPTION STOCK, AND THE OPTION STOCK WILL BE
TRANSFERRED UPON EXERCISE WITH A RESTRICTED LEGEND.
5. Exercise Price. Optionee agrees to pay a total exercise price of
Five Thousand and 00/00 Dollars ($5,000.00) upon exercise of all the Option
Stock. Upon exercise of any portion less than all of the Option Stock,
Optionee agrees to pay that percentage of the total exercise price which is
equal to the percentage which the stock being exercised is of the total amount
of Option Stock (or an exercise price of approximately $0.002214 per share).
In the event the Option is exercised at least to the extent of one-half of the
Option, the initial One Hundred and 00/100 Dollars ($100.00) option payment
and any payment to extend the Option period shall be credited toward the
exercise price. Therefore, assuming exercise of the entire Option, the
Optionee would pay an additional amount of Four Thousand Nine Hundred and
00/100 Dollars (U.S.$4,900.00) upon exercise of the Option not taking into
consideration any credit for funds paid to extend the Option under Section 6
hereof.
6. Option Period. This Option must be exercised in accordance with all
terms and conditions set forth herein within twelve (12) months from the date
hereof or the Option shall expire without further notice. However, should the
Company complete a business acquisition or otherwise commence a specific type
of business at any time within the last three months of this option period,
then this Option shall be automatically extended for three additional months
upon payment in good funds of an additional One Thousand Dollars
(U.S.$1,000.00) paid by Optionee to the Optionor.
7. Representations and Warranties. Optionor hereby represents that
Optionor has marketable title to the Option Stock and that said stock is duly
and validly issued, fully paid and nonassessable. Optionor hereby represents
that said shares have been fully paid for and beneficially owned by the
Optionor for a period of time of less than three months, and at this time is
fully subject to all of the resale restrictions of Rule 144.
8. Ownership Rights. During the term hereof, Optionor remains at all
times as the legal owner of the Option Stock. Optionor maintains all rights
of ownership with respect to the Option Stock including voting rights,
dividend and liquidation rights and any and all other rights inherent in the
ownership of the Option Stock, subject only to the terms hereof.
9. Assiqnability. Optionor is relying on the efforts of Optionee to
obtain an acquisition of another business for the Company or the commencement
of a specific type of business by the Company. However, in recognition of the
fact that the Optionee may have to involve the efforts of others, each
Optionee designated below may assign up to two-thirds of his/her option under
this Agreement to other persons without the consent of Optionor by providing
written notice of such assignment and the name and address of such assignee to
the Optionor prior to the time of exercise. Notwithstanding the foregoing, no
portion of this Option may be assigned to any person unless the person signs a
written acknowledgment of all of the terms and conditions hereof, including
those contained in Paragraph 9. Said assignments shall only be made to an
aggregate number of three persons or less, all of whom must be sophisticated
investors.
10. Nonpublic Nature of Transaction. The grant of this option did not
involve any public solicitation or advertisement and was privately negotiated
on an arms-length basis. The Optionee is a sophisticated investor with
substantial experience in the securities industry. The Option is acquired for
investment purposes for the Optionee's own account and not for public
distribution. The Option will not be assigned or distributed except by
registration under the Securities Act of 1933 (the "Act") or an exemption
therefrom. The Optionee understands that the grant of the Option is not a
registered transaction and the Option is "Restricted Security."
11. Disclosure Obligations. Optionee must take all steps reasonably
required to assure that the shareholders of the Company, the public and the
financial community is informed with regard to the existence of this Option
and the relevant terms hereof.
12. Notices. Any notices required or permitted to be given hereunder
shall be sufficient if mailed, postage prepaid, to the respective parties at
the addresses set forth below.
13. Construction. This agreement shall be construed and
interpreted in accordance with the laws of the State of Utah.
14. Default. In event of any default hereunder, the non-defaulting
party shall be entitled to reimbursement of all costs including reasonable
attorneys fees, incurred in enforcing this agreement, whether with or without
suit.
15. Further Assurances. At any time, and from time to time, after the
execution hereof, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to confirm or
perfect title to any property transferred hereunder or otherwise to carry out
the intent and purposes of this Agreement.
16. Counterparts. This agreement may be executed in any
number of counterparts, all of which shall constitute one and the same
agreement.
17. Binding Effect. This agreement shall be binding upon and inure to
the benefit of the respective parties and their heirs, successors and assigns.
IN WITNESS WHEREOF, the parties have executed this agreement to be
effective as of the day and year first above written.
Names and Addresses of Optionor:
Xxxx Xxxxxxx
000 Xxxx Xx. Xxxxxx Xxxxxxxxx
Xx. Xxxxxx, Xxxx 00000
__________________________________
Signature
Name and Address of Optionee:
Xxx Xxxxxxx
00000 Xxxxxxxxx Xxxxxx
Xxxxx, Xxxx 00000
By:
Its:____________________________
EXHIBIT C
This Option (or the shares underlying this Option) has not been registered
under the Securities Act of 1933. This option may not be sold, assigned, or
transferred in the absence of an effective registration statement under the
Act unless done pursuant to an exemption from registration.
OPTION AGREEMENT
THIS OPTION AGREEMENT is entered into on the ___ day of April, 2001
between Xxxxx Xxxxxx (hereinafter referred to as "Optionor"), and the
undersigned optionee or optionees (hereinafter jointly referred to as
"Optionee").
R E C I T A L S
WHEREAS, Optionor is the holder of approximately 500,000 shares of
the common stock of Quazon Corp., a Nevada corporation,(hereinafter referred
to as the "Company"), and
WHEREAS, the Company is not operational, and the Optionor has not yet
obtained a suitable business project for the Company, and
WHEREAS, the Optionee desires to locate a suitable business project for
the Company, and Optionor has agreed to give to Optionee an option to acquire
certain shares of the Company's common stock from Optionor upon the terms and
conditions set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant of Option. Optionor hereby grants an option ("Option"} to
Optionee to acquire all or any portion of up to Five Hundred Thousand
(500,000) shares of the Company's common stock owned by Optionor (hereinafter
referred to as the "Option Stock").
2. Consideration. In consideration of the foregoing Option grant,
Optionee does hereby pay One Hundred Dollars ($100.00) as payment in full for
said grant of the Option. Optionor hereby acknowledges receipt of said
payment as of the date of execution hereof.
3. Condition Precedent. Optionor is granting this Option to Optionee
since Optionee will use its best efforts to attempt to locate a suitable
business project for the Company. However, this Option cannot be exercised
unless and until, subject to the time periods set forth below, the Company has
completed a business acquisition of another company, or otherwise entered into
a specific type of business. In order to allow for time to elapse from the
date of a business acquisition or the commencement of a specific type of
business by the Company, so as to assure that the Company will remain
operational for some reasonable period of time in order to allow the orderly
flow of information to the public and the Company's shareholders, and in order
for orderly markets to develop for the Company's common stock (however, no
assurance is given that such a market will develop or be maintained), the
Option cannot be exercised until at least three months after consummation of a
business acquisition or the commencement of a specific type of business by the
Company, and even then only if the Company is actively conducting business
operations (itself or through its present or future subsidiaries) at the time
of exercise.
In addition, the Option shall only become exercisable, if the average
bid price for a share of Quazon Corp. common stock is maintained at $0.60 per
share or greater from June 1, 2001 through September 30, 2001. In no event
shall this Option become exercisable before October 1, 2001.
4. Notice of Exercise. Upon written notice, accompanied by
payment in good funds to Optionor, the Option may be exercised in whole or in
part and in accordance with all other terms and conditions hereof. Upon
receipt of notice of exercise and payment of the purchase price in good funds,
the Optionor shall, as soon as practicable, deliver the Option Stock, as duly
purchased, to the Company's transfer agent for transfer and delivery to
Optionee. If permitted under Rule 144 at the time of exercise, the Option
Stock shall be accompanied with an appropriate cover letter from the Optionor
to the transfer agent of the Company requesting transfer of the Option Stock
without restrictive legend to the names designated by Optionee and requesting
delivery directly to the Optionee. Payment for the cost of transfer shall be
made by the Optionee.
5. Exercise Price. Optionee agrees to pay a total exercise price of
Five Thousand and 00/00 Dollars ($5,000.00) upon exercise of all the Option
Stock. Upon exercise of any portion less than all of the Option Stock,
Optionee agrees to pay that percentage of the total exercise price which is
equal to the percentage which the stock being exercised is of the total amount
of Option Stock (or an exercise price of approximately $0.01 per share). In
the event the Option is exercised at least to the extent of one-half of the
Option, the initial One Hundred and 00/100 Dollars ($100.00) option payment
and any payment to extend the Option period shall be credited toward the
exercise price. Therefore, assuming exercise of the entire Option, the
Optionee would pay an additional amount of Four Thousand Nine Hundred and
00/100 Dollars (U.S.$4,900.00) upon exercise of the Option not taking into
consideration any credit for funds paid to extend the Option under Section 6
hereof.
6. Option Period. This Option must be exercised in accordance with all
terms and conditions set forth herein within twelve (12) months from the date
hereof or the Option shall expire without further notice. However, should the
Company complete a business acquisition or otherwise commence a specific type
of business at any time within the last three months of this option period,
then this Option shall be automatically extended for three additional months
upon payment in good funds of an additional One Thousand Dollars
(U.S.$1,000.00) paid by Optionee to the Optionor.
7. Representations and Warranties. Optionor hereby represents that
Optionor has marketable title to the Option Stock and that said stock is duly
and validly issued, fully paid and nonassessable. Optionor hereby represents
that said shares have been fully paid for and beneficially owned by the
Optionor for a period of time of less than three months, and at this time is
fully subject to all of the resale restrictions of Rule 144.
8. Ownership Rights. During the term hereof, Optionor remains at all
times as the legal owner of the Option Stock. Optionor maintains all rights
of ownership with respect to the Option Stock including voting rights,
dividend and liquidation rights and any and all other rights inherent in the
ownership of the Option Stock, subject only to the terms hereof.
9. Assiqnability. Optionor is relying on the efforts of Optionee to
obtain an acquisition of another business for the Company or the commencement
of a specific type of business by the Company. However, in recognition of the
fact that the Optionee may have to involve the efforts of others, each
Optionee designated below may assign up to two-thirds of his/her option under
this Agreement to other persons without the consent of Optionor by providing
written notice of such assignment and the name and address of such assignee to
the Optionor prior to the time of exercise. Notwithstanding the foregoing, no
portion of this Option may be assigned to any person unless the person signs a
written acknowledgment of all of the terms and conditions hereof, including
those contained in Paragraph 9. Said assignments shall only be made to an
aggregate number of three persons or less, all of whom must be sophisticated
investors.
10. Nonpublic Nature of Transaction. The grant of this option did not
involve any public solicitation or advertisement and was privately negotiated
on an arms-length basis. The Optionee is a sophisticated investor with
substantial experience in the securities industry. The Option is acquired for
investment purposes for the Optionee's own account and not for public
distribution. The Option will not be assigned or distributed except by
registration under the Securities Act of 1933 (the "Act") or an exemption
therefrom. The Optionee understands that the grant of the Option is not a
registered transaction and the Option is "Restricted Security."
11. Disclosure Obligations. Optionee must take all steps reasonably
required to assure that the shareholders of the Company, the public and the
financial community is informed with regard to the existence of this Option
and the relevant terms hereof.
12. Notices. Any notices required or permitted to be given hereunder
shall be sufficient if mailed, postage prepaid, to the respective parties at
the addresses set forth below.
13. Construction. This agreement shall be construed and
interpreted in accordance with the laws of the State of Utah.
14. Default. In event of any default hereunder, the non-defaulting
party shall be entitled to reimbursement of all costs including reasonable
attorneys fees, incurred in enforcing this agreement, whether with or without
suit.
15. Further Assurances. At any time, and from time to time, after the
execution hereof, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to confirm or
perfect title to any property transferred hereunder or otherwise to carry out
the intent and purposes of this Agreement.
16. Counterparts. This agreement may be executed in any
number of counterparts, all of which shall constitute one and the same
agreement.
17. Binding Effect. This agreement shall be binding upon and inure to
the benefit of the respective parties and their heirs, successors and assigns.
IN WITNESS WHEREOF, the parties have executed this agreement to be
effective as of the day and year first above written.
Names and Addresses of Optionor:
Xxxxx Xxxxxx
0000 Xxxx Xxxxxx Xx. X
Xxxx Xxxx Xxxx, Xxxx 00000
__________________________________
Signature
Name and Address of Optionee:
Xxxxx Xxxx
0000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxx 00000
By:
Its:____________________________
