================================================================================
SHARE PURCHASE AGREEMENT
THIS AGREEMENT is dated for reference March 5, 2005.
BETWEEN: XXXXX XXXXX, acting as Agent ("Vendor Agent") for those Selling
Shareholders listed in Exhibit A attached hereto (the "Selling
Shareholders")
ZENO INC., a company incorporated pursuant to the laws of
Nevada with its principal offices located at 000 Xxxxxxxx
Xxxxx, Xxxxxxxx Xxxxxx, XX, Xxxxxx, X0X 0X0 (the "Company");
OF THE FIRST PART
AND: ACROPOLIS INVESTMENT HOLDINGS, LLC a company incorporated
pursuant to the laws of the State of Colorado with an office
located at 0000 X Xxxxxxx Xx Xxxxx 000, Xxxxxxxxx Xxxxxxx, XX
00000, acting as Agent for those Purchasing Shareholders
listed in Exhibit B attached hereto (the "Purchasers");
OF THE SECOND PART
AND:
XXXXXXX X. XXXXX LAW CORPORATION, a company incorporated
pursuant to the laws of British Columbia with an office
located at 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, X0X 0X0 (the "Trustee");
OF THE THIRD PART
W H E R E A S:
A. The Selling Shareholders are the beneficial owners of 4,000,000
restricted shares of common stock (collectively, the "Shares") in the
capital of ZENO INC. (the "Company"), a United States reporting company
incorporated pursuant to the laws of Nevada whose shares are quoted for
trading on the OTC Bulletin Board quotation system (trading symbol
"ZNNO"); and
B. The Purchasing Shareholders have agreed to purchase and the Vendors
have agreed to sell a right to the restricted shares, title and
interest the Vendors have to the Shares, subject to the terms of this
Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual covenants and provisos herein contained, THE PARTIES HERETO AGREE AS
FOLLOWS:
1. COMPANY'S REPRESENTATIONS
The Company represents and warrants to the Purchasing
Shareholders now and at Closing (as defined below) that:
(a) Organization and Good Standing. The Company is
-------------------------------- currently a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada
and has full corporate power and authority to own or lease its properties
and to carry on its business as now being conducted and the business that
the Purchasers intend for the Company. The Articles of Incorporation of the
Company and all amendments thereto as presently in effect, certified by the
Secretary of State of Nevada and the Bylaws of the Company as presently in
effect, certified by the President and Secretary of the Company, have been
delivered to Purchasers and are complete and correct and since the date of
such delivery, there has been no amendment, modification or other change
thereto.
(b) Capitalization. The Company's authorized capital stock consists of
-------------- 75,000,000 shares of par value $0.001 per share Common stock
(defined above as the "Company Common Stock"), 5,971,000 of which are
issued and outstanding as of the date of this Agreement and held of record
by 34 shareholders. 1,971,000 shares of the Company Common Stock are freely
tradeable and unrestricted while the remaining 4,000,000 shares are deemed
to have resale restrictions. There are no authorized and/or outstanding
options and warrants applicable to the Company Common Stock. No other
equity securities or debt obligations of the Company are authorized, issued
or outstanding and as of the Closing, there will be no other outstanding
options, warrants, agreements, contracts, calls, commitments or demands of
any character, preemptive or otherwise, other than this Agreement, relating
to any of the Company Common Stock, and there will be no outstanding
security of any kind convertible into the Company Common Stock. Except for
4,000,000 shares which are subject to Rule 144 resale restrictions, the
shares of the Company Common Stock are free and clear of all liens,
charges, claims, pledges, restrictions and encumbrances whatsoever of any
kind or nature that would inhibit, prevent or otherwise interfere with the
transactions contemplated hereby. All of the outstanding Company Common
Stock is validly issued, fully paid and nonassessable and there are no
voting trust agreements or other contracts, agreements or arrangements
restricting or affecting voting or dividend rights or transferability with
respect to the outstanding shares of the Company Common Stock.
(c) No Violation. Neither the execution and delivery of this Agreement nor the
------------ consummation of the transactions contemplated hereby nor
compliance by the Company with any of the provisions hereof will:
2
(i) violate or 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, any of the terms, conditions
or provisions of the Articles of
Incorporation or Bylaws of the Company or
any note, bond, mortgage, indenture, deed of
trust, license, agreement or other
instrument to which the Company is a party,
or by which it or its properties or assets
may be bound or affected; or
(ii) violate any order, writ, injunction or
decree, or any statute, rule, permit, or
regulation applicable to the Company or any
of its shareholders, properties or assets.
(d) Subsidiaries. The Company has no subsidiaries and no investments, directly
--------------
or indirectly, or other financial interest in any other corporation or
business organization, joint venture or partnership of any kind whatsoever.
(e) SEC Documents; Company Financial Statements. The Company has furnished or
made available --------------------------------------------- to Purchasers
true and complete copies of all reports or registration statements filed by
it with the Securities and Exchange Commission (the "SEC") all in the form
so filed (all of the foregoing being collectively referred to as the "SEC
Documents"). As of their respective filing dates, the SEC Documents
complied in all material respects with the requirements of the Securities
Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"). The financial statements of the
Company, including the notes thereto, included in the SEC Documents (the
"Company Financial Statements") comply as to form in all material respects
with applicable accounting requirements and with the published rules and
regulations of the SEC with respect thereto, have been prepared in
accordance with generally accepted accounting principles consistently
applied (except as may be indicated in the notes thereto or, in the case of
unaudited statements, as permitted by Form 10-QSB of the SEC) and present
fairly the consolidated financial position of the Company at the dates
thereof and the consolidated results of its operations and cash flows for
the periods then ended (subject, in the case of unaudited statements, to
normal audit adjustments).
(f) Litigation. There is no action, suit, proceeding, claim, arbitration or
investigation pending, or as to which the Company has received any notice
of assertion against the Company, which in any manner challenges or seeks
to prevent, enjoin, alter or materially delay any of the transactions
contemplated by this Agreement. There are no outstanding judgments of any
kind against the Company and to the Company's knowledge no occurrences or
events which have, or might reasonably be expected to have, a material
adverse effect on the Company's intended business.
3
(g) Contracts. The Company is not a party to any contract, nor is the Company a
--------- party to any written or oral commitment for capital expenditures
except as contemplated by this Agreement. The Company is not a party to,
nor is its property bound by any written or oral, express or implied,
agreement, contract or other contractual obligation including, without
limitation, any real or personal property leases, any employment
agreements, any consulting agreements, any personal services agreements or
any other agreements that require the Company to pay any money or deliver
any assets or services. The Company has in all material respects performed
all obligations required to be performed by it to date and is not in
default in any material respect under any agreements or other documents to
which it was a party.
(h) Finder's Fees. The Company is not, and on the Closing Date, will not be
-------------- liable or obligated to pay any finder's, agent's or broker's
fee arising out of or in connection with this Agreement or the transactions
contemplated by this Agreement.
(i) Books and Records. The books and records of the Company are complete and
-------------------
correct, are maintained in accordance with good business practice and
accurately present and reflect in all material respects, all of the
transactions therein described. To the best of the Company's knowledge,
there have been no transactions involving the Company or its shareholders
which properly should have been set forth therein and which have not been
accurately so set forth.
(j) Taxes and Tax Returns. All taxes owed by the Company in any jurisdiction
--------------------- prior to and at the closing date have been paid.
(k) OTC-BB Listing. The Company Common Stock is fully listed for trading and
---------------
can trade immediately on the OTC-Bulletin Board market under the symbol
"ZNNO".
(l) Disclosure. The Company has and at the Closing Date it will have, disclosed
------------ all events, conditions and facts materially affecting the
business and prospects of the Company. The Company has not now and will not
have at the Closing Date, withheld knowledge of any such events, conditions
and facts which it knows, or has reasonable grounds to know, may materially
affect the Company's business and prospects. Neither this Agreement, nor
any certificate, exhibit, schedule or other written document or statement,
furnished to the Stockholders by the Company in connection with the
transactions contemplated by this Agreement contains or will contain any
untrue statement of a material fact or omits or will omit to state a
material fact necessary to be stated in order to make the statements
contained herein or therein not misleading
4
2. SELLING SHAREHOLDERS' REPRESENTATIONS
Vendor Agent, on behalf of the Selling Shareholders,
represents and warrants to the Purchasing Shareholders now and at Closing (as
defined below) that:
(a) the Selling Shareholders are the registered and beneficial owners of the
Shares which are validly issued and free and clear of all liens, charges
and encumbrances;
(b) the Selling Shareholders have good and sufficient right and authority to
enter into this Agreement on the terms and conditions herein set forth and
to transfer the legal title and beneficial ownership of the Shares to the
Purchasing Shareholders;
(c) no person, firm or corporation has any written or verbal agreement or
option, understanding or commitment or any right or privilege capable of
becoming an agreement for the purchase of the Shares; and
(d) the Vendor Agent has no knowledge of any:
(i) actions, suits investigations or proceedings
which could affect any of the Shares which
are in progress, pending or threatened;
(ii) outstanding judgments of any kind against
any of the Shares; or
(iii) occurrences or events which have, or might
reasonably be expected to have, a material
adverse effect on any of the Shares.
3. PURCHASER'S REPRESENTATIONS
ACROPOLIS INVESTMENT HOLDINGS, LLC on behalf of the
Purchasers, warrants and represents to the Selling Shareholders that the
Purchasers have good and sufficient right to enter into this Agreement on the
terms and conditions herein set forth.
4. EFFECT OF REPRESENTATIONS
4.1 The representations and warranties of the Vendor Agent, Selling
Shareholders, the Company and the Purchasers (the "Parties") set out above form
a part of this Agreement and are conditions upon which the Parties have relied
in entering into this Agreement and shall survive the acquisition of the Shares
by the Purchasers.
4.2 The Parties will indemnify and hold each other harmless from all
loss, damage, costs, actions and suits arising out of or in connection with any
breach of any representation, warranty, covenant, agreement or condition made by
it and contained in this Agreement.
5. SALE OF SHARES
5.1 Upon execution of this Agreement, the Vendor Agent shall have
deposited or shall forthwith deposit the following with the Trustee:
5
(a) certificates representing the Shares in negotiable form (the
"Certificates");
(b) undated resignations from each director and officer of the Company;
(c) the minute books and all corporate and accounting records of the Company;
and
(d) undated resolutions of the Company's Board of Directors appointing the
Purchasers' nominees as directors of the Company.
5.2 The Purchasers shall deliver to the Trustee an aggregate of
$750,000 (the "Funds") forthwith upon the execution of this Agreement.
6. CLOSING
The sale and purchase of the Shares shall be closed at the
office of Xxxxxxx X. Xxxxx Law Corporation, 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx at 11:00 A.M. (Vancouver time) on March 7, 2005 or
on such other date or at such other place as may be agreed upon by the parties
(the "Closing Date" or "Closing"). The Parties hereby contemplate that a formal
Closing will not be necessary if the Trustee receives all Closing documents
prior to the Closing Date.
7. ACTIONS BY THE PARTIES PENDING CLOSING
From and after the date hereof and until the Closing Date, the
Vendor Agent on behalf of the Selling Shareholders, the Company and the
Purchasers covenant and agree that:
(a) the Purchasers, and its authorized representatives, shall have full access
during normal business hours to all information and documentation with
respect to the Company as the Purchasers may reasonably request; and
(b) the Company shall not enter into any contract or commitment without the
prior written consent of the Purchasers and will continue to operate the
Company in the ordinary course of business.
8. CONDITIONS PRECEDENT TO THE SELLING SHAREHOLDERS
OBLIGATIONS
Each and every obligation of the Vendor Agent on behalf of the
Selling Shareholders, to be performed on the Closing Date shall be subject to
the satisfaction by the Closing Date of the following conditions, unless waived
in writing by the Vendor Agent:
(a) the representations and warranties made by the Purchasers in this Agreement
shall be true and correct on and as of the Closing Date with the same
effect as though such representations and warranties had been made or given
by the Closing Date; and
(b) the Purchasers having delivered an aggregate of $700,000 to the Trustee in
accordance with Paragraph 5.2.
6
9. CONDITIONS PRECEDENT TO PURCHASERS OBLIGATIONS
Each and every obligation of the Purchasers to be performed on
the Closing Date shall be subject to the satisfaction by the Closing Date of the
following conditions, unless waived in writing by the X:
(a) the representations and warranties made by the Vendor Agent, Selling
Shareholders and the Company in this Agreement shall be true and correct on
and as of the Closing Date with the same effect as though such
representations and warranties had been made or given by the Closing Date;
(b) the Vendor Agent having delivered to the Trustee:
(i) the Certificates;
(ii) undated resignations from each director and
officer of the Company;
(iii) the minute books and all corporate and
accounting records of the Company; and
(iv) a copy of resolutions of the Company's Board
of Directors appointing the Purchasers'
nominees as directors of the Company
(collectively, the "Vendor Documents").
(c) the Company having performed the following:
(i) obtained all shareholder approvals necessary
for the sale of the Company's common shares
as contemplated herein.
10. DELIVERY OF DOCUMENTS AT CLOSING
Provided that all conditions precedent in paragraph 8 and 9
have been satisfied or waived in writing, the Trustee shall be authorized, at
Closing, to deliver the Funds to the Vendor Agent and to deliver the Vendor
Documents to the Purchasers.
11. TERMINATION
11.1 The Vendor Agent on behalf of the Selling Shareholders, shall have
the right to terminate this Agreement, upon delivery of written notice to the
other parties, if the Purchasers fail to comply with their obligations set out
in paragraphs 5.2 and/or 8 within the time periods specified therein.
11.2 ACROPOLIS INVESTMENT HOLDINGS, LLC on behalf of the Purchasers,
shall have the right to terminate this Agreement, upon delivery of written
notice to the other parties, if the Vendor Agent fails to comply with its
obligations set out in paragraphs 5.1 and/or 9 prior to the closing.
7
11.3 ACROPOLIS INVESTMENT HOLDINGS, LLC on behalf of the Purchasers,
shall have the right to terminate this Agreement, upon delivery of written
notice to the other parties, if the Company fails to comply with its obligations
set out in paragraphs 5.1 and/or 9 prior to the closing.
11.4 Upon termination by either party hereto, Trustee shall, within
48 hours, reconvey all Funds to Acropolis.
12. INDEMNIFICATION OF TRUSTEE
12.1 The parties agree that in consideration of the Trustee agreeing to
act as trustee as aforesaid, they do hereby covenant and agree from time to time
and at all times hereafter, to save, defend and keep harmless and fully
indemnify the Trustee, its successors and assigns, from and against all loss,
costs, charges, damages, and expenses which the said Trustee, its successors and
assigns may at any time or times hereafter bear, sustain, suffer or be put to
for or by reason or on account of its acting as trustee pursuant to this
Agreement.
12.2 It is further agreed by and between the parties hereto, and
without restricting the foregoing indemnity, that in case proceedings should
hereafter be taken in any Court respecting the Shares hereby placed in trust,
the Trustee shall not be obliged to defend any such action or submit its rights
to the Court until it shall have been indemnified by other good and sufficient
security in addition to the indemnity hereinbefore given against its costs of
such proceedings.
12.3 The Vendor Agent confirms that it shall be solely responsible for
paying the fees and disbursements of the Trustee.
13. FURTHER ASSURANCES
The parties hereto covenant and agree to do such further acts
and execute and deliver all such further deeds and documents as shall be
reasonably required in order to fully perform and carry out the terms and intent
of this Agreement.
14. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement to date
between the parties hereto and supersedes every previous agreement,
communication, expectation, negotiation, representation or understanding,
whether oral or written, express or implied, statutory or otherwise, between the
parties with respect to the trust conditions described in this Agreement.
15. AMENDMENT AND WAIVERS.
Any term of this Agreement may be amended and observance of
any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively) when evidenced by a writing
executed by the parties hereto. Any amendment or waiver effected in accordance
with this paragraph shall be binding upon each party to this Agreement.
8
16. NOTICE
16.1 Any notice required to be given under this Agreement shall be
deemed to be well and sufficiently given if delivered or sent by facsimile to
the address of such party as set out on page one of this Agreement.
16.2 Either party may from time to time by notice in writing change
its address for the purpose of this section.
17. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
18. TITLES
The titles to the respective sections hereof shall not be
deemed a part of this Agreement but shall be regarded as having been used for
convenience only.
19. CURRENCY
All funds referred to under the terms of this Agreement shall
be funds designated in the lawful currency of the United States of America.
20. SEVERABILITY
If any one or more of the provisions contained herein should
be invalid, illegal or unenforceable in any respect in any jurisdictions, the
validity, legality and enforceability of such provisions shall not in any way be
affected or impaired thereby in any other jurisdiction and the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.
21. SURVIVAL
The representations, warranties, covenants and agreements made
herein shall survive any investigation made by Purchasers and the closing of the
transactions contemplated hereby.
22. APPLICABLE LAW
The situs of the Agreement is Vancouver, British Columbia, and
for all purposes this Agreement will be governed exclusively by and construed
and enforced in accordance with laws prevailing in the Province of British
Columbia. The Parties agree to attorn to the jurisdiction of the Courts of the
Province of British Columbia.
23. ENUREMENT
This Agreement shall enure to the benefit of and be binding
upon the Parties hereto and their respective successors and permitted assigns.
9
IN WITNESS WHEREOF this Agreement has been executed as of the day and
year first above written.
SELLING SHAREHOLDERS: PURCHASING SHAREHOLDERS:
By: Vendor Agent By: ACROPOLIS INVESTMENT HOLDINGS, LLC
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxx Xxxxxx
------------------------- ----------------------
Xxxxx Xxxxx Xxxxx Xxxxxx, Principal
ZENO, INC.
By: /s/ Xxxxx XxXxxx
-------------------------------
Xxxxx XxXxxx, President
TRUSTEE:
XXXXXXX X. XXXXX LAW CORPORATION
per: /s/ Xxxx Xxxxx
XXXX XXXXX
President
EXHIBIT "A"
The Selling Shareholders are:
Xxxxx Xxxxx 2,000,000 shares
Xxxxx XxXxxx 2,000,000 shares
