SHARE PURCHASE AGREEMENT
This SHARE PURCHASE AGREEMENT is made as of the 9th day of March, 2004,
AMONG: Xxxxx X. Kalenuik, an individual whose address is 000-00 Xxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0, Xxxxxx; Xxxxxx X. Xxxxxxx, an individual
whose address is 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx, 00000, XXX; Xxxxxxx
X. Xxxxxxx, an individual whose address is 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxx, 00000, XXX; Xxxxxx Kalenuik, an individual whose address is 6202
Lookout Lane, Sechelt, British Columbia, X0X 0X0, Xxxxxx; Xxxxxxx X. Xxxxx,
an individual whose address is 00000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0, Xxxxxx; Xxxxxxx X. Kalenuik, an individual whose address
is 104-255 Third Street West, North Vancouver, British Columbia, X0X 0X0,
Xxxxxx; Nemesis Software Systems Inc., a company whose address is 00 Xxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxx, Xxxxx Xxxxxx, 0000; and STB Technologies Ltd.,
a company whose address is 303-1549 Xxxxxx Xxxxx, Xxxx Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0, Xxxxxx.
(the above named are collectively referred to as the "Purchaser")
AND:
Xxxxxx Xxxxx, an individual whose address is 0000 Xxxxxxx Xxxxx, Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, X0X 0X0, Xxxxxx.
("Jarva")
AND:
Xxxxxxx X. Xxxxxxxxxxx, an individual whose address is 0000-0000 Xxxxx
Xxxxxx, Xxxxxxx, XX, 00000, XXX.
("Xxxxxxxxxxx")
(Jarva and Xxxxxxxxxxx are collectively referred to as the "Sellers"; any
reference hereinafter to the "parties" shall be deemed to include the Sellers
and the Purchaser)
A. Sellers are, collectively, the registered owners of 9,750,000 common
shares (the Shares) in the share capital of Sonic Media Corp. (Sonic), a
Nevada corporation whose common shares are listed for trading on the
National Association of Securities Dealers over-the-counter bulletin board
(the OTC-BB); and
B. Purchaser wishes to purchase from Sellers, and Sellers wish to
sell to Purchaser, the Shares for the price, and on and subject to the
terms and conditions, hereinafter set forth.
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NOW, THEREFORE, in consideration of the covenants and
agreements contained herein, the Purchaser and Sellers do hereby agree to
the purchase and sale of the Shares on the following terms and conditions:
1. PURCHASE AND SALE.
1.1 On the basis of the warranties and representations of the Sellers
set forth in Sections 7 and 8 of this Agreement and subject to the terms
and conditions of this Agreement, the Purchaser agrees to purchase from
the Sellers and the Sellers agree to sell to the Purchaser the Shares on
the Closing Date (hereinafter defined).
1.2 All dollar amounts referred to in this Agreement are in lawful money
of the United States of America.
2. PURCHASE PRICE
2.1 Amount. The purchase price for the Shares is the sum of One Hundred
Thousand Dollars ($100,000.00) (the "Purchase Price").
2.2 Delivery of the Purchase Price. On or before the Closing Date (as
hereinafter defined), the Purchaser will arrange for delivery to the
Sellers, or to an individual authorized by the Sellers, a bank draft,
certified cheque, or wire transfer of funds in the amount of the Purchase
Price.
3. THE SHARES
3.1 Delivery of the Shares. On or before the Closing Date, Sellers
shall deliver one or more Share Certificates (collectively, the Share
Certificate) representing all of the Shares to the Purchaser. The
Certificate shall be in the name of either or both of the Sellers and
shall have been duly endorsed for transfer to the Purchaser, together
with any other documents as may be required by the transfer agent for
transfer of the Shares to Purchaser.
3.2 Securities Not Registered. The parties hereto acknowledge that
the Shares have not been and will not be registered pursuant to the
securities laws of any jurisdiction and are being transferred pursuant
to exemptions from registration contained in the Securities Act
(British Columbia) (the B.C. Securities Act) and the United States
Securities Act of 1933, as amended (the 1933 Act), and the Shares may
only be sold in a jurisdiction in accordance with the restrictions on
resale prescribed under the laws of the jurisdiction in which such
shares are sold, all of which may vary depending on the jurisdiction.
The parties hereto are aware that Sonic is not a reporting issuer
in any Province in Canada and as a consequence the Shares are
restricted from transfer and may only be sold by residents of any
Province of Canada in accordance with the rules and regulations of
that Province. Further, the parties are aware that Sonic has no obligation
or present intention of becoming a reporting issuer in any Province
of Canada and as a result, any holders of any securities of Sonic
who are residents of Canada may require an exemption order from the
Securities Commission of one or more Provinces of Canada, as applicable,
in order to resell their securities (including any holder of any of the
Shares).
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3.3 Legend. It is understood and agreed that the certificates evidencing the
Securities will bear the following legend:
NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933 ACT (THE "1933 ACT"), OR ANY U.S.
STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE 1933 ACT.
3.4 The Purchaser acknowledges that the Shares acquired pursuant to the terms
of this Agreement will have such hold periods as are required under applicable
securities laws and as a result may not be sold, transferred or otherwise
disposed, except pursuant to an effective registration statement under the 1933
Act or pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the 1933 Act and in each case only in accordance
with applicable state and federal securities laws.
4. CLOSING DATE.
4.1 Closing Date. The Closing Date (the Closing Date) shall be March 9,
2004. The transactions contemplated by this Agreement shall close on
the Closing Date provided that the Closing Date may be extended for up
to 5 days to a date to be mutually agreed upon by the parties if such
a delay is reasonably necessary to permit the parties to remove or
waive any of the conditions precedent to their obligations to close as
are set forth in Section 5 of this Agreement, or to enable them to
obtain, acting diligently, the items to be delivered at Closing
pursuant to Section 6 of this Agreement.
4.2 Governance. On the Closing Date, Jarva will resign from the Board of
Directors and from his office as Secretary of Sonic, and Xxxxxxxxxxx will
resign from the Board of Directors of Sonic and from his offices as
President, Chief Financial Officer, Treasurer, and Principal Accounting
Officer of Sonic. On the Closing Date, Jarva and Xxxxxxxxxxx will appoint
Xxxxx X. Kalenuik and Xxxxxx X. Xxxxxxx to the Board of Directors. Also
on the Closing Date, the newly constituted Board shall appoint Xxxxx
X. Kalenuik as President and Xxxxxx X. Xxxxxxx as Treasurer and
Secretary of Sonic, respectively.
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5. CONDITIONS TO CLOSING.
5.1 The obligation of the Purchaser to carry out the terms of this
Agreement and to complete the transactions contemplated hereby is subject
to the following conditions:
(a) that on the Closing Date the warranties and representations of the
Sellers as set forth in Section 7 of this Agreement will be true in
every particular as if such warranties and representations had been made by
the Sellers on the Closing Date;
(b) that on or before the Closing Date the Sellers will have delivered
to the Purchaser the following documents:
(i) a Directors Resolution of Sonic authorizing transfer of the Shares to
the Purchaser;
(ii) the Share Certificate representing the Shares, duly endorsed by the
Sellers for transfer to the Purchaser;
(iii) all of the consents and approvals in writing necessary to the transfer
contemplated herein;
(c) that no investigation, action, suit or proceeding before any court
or any other governmental or regulatory authority shall have been threatened
or be pending against Sonic or Seller seeking to restrain, prevent or
materially change any of the transactions contemplated by this Agreement or
questioning the validity or legality of any of such transactions.
(d) that no action shall have been taken or law enacted or proposed to
be enacted by any person having jurisdiction over the parties or the Shares
that makes any of the transactions contemplated by this Agreement illegal.
(e) that the form and substance of all certificates, instruments and other
documents delivered to the Purchaser shall be satisfactory in all reasonable
respects to Sonic and its counsel.
(f) that the Purchaser and its solicitors shall have had a reasonable
opportunity to perform the searches and other due diligence with respect to
the records of (and such other documents pertaining to Sonic) as the
Purchaser and its counsel reasonably require;
(g) that Sonic has received, in form and substance reasonably satisfactory
to it, a final release from all directors and officers of Sonic who are
required to resign from their offices or positions by the terms of this
Agreement.
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6. DELIVERIES AT OR BEFORE CLOSING
6.1 Deliveries by Seller. On or before the Closing Date, Sellers will
deliver to the Purchaser:
(a) satisfactory evidence that the Board of Directors of Sonic has approved
the transactions contemplated herein;
(b) the written resignation, effective on the Closing Date, of all of the
officers of Sonic;
(c) the written resignation, effective on the Closing Date, of all of the
directors of Sonic;
(d) a copy of a shareholders resolution of the shareholders of Sonic
appointing, effective on the Closing Date, Xxxxx X. Kalenuik and Xxxxxx X.
Xxxxxxx to the Board of Directors of Sonic; and
(e) such other documents and instruments as counsel for Purchaser or Sonic
may reasonably require to enable or evidence the transactions contemplated
hereby.
6.2 Deliveries by Purchaser. On or before the Closing Date, Purchaser
shall deliver the following to the Sellers, or to an individual authorized
by the Sellers:
(a) the sum of One Hundred Thousand Dollars ($100,000.00);
(b) written consents to act as a Director of Sonic from each of Xxxxx X.
Kalenuik and Xxxxxx X. Xxxxxxx;
7. SELLERS' REPRESENTATIONS AND WARRANTIES
7.1 Sellers each, jointly and severally, represent and warrant to Purchaser
as of the date hereof and on the Closing Date that:
(a) Sonic is a corporation validly existing and in good standing under the
laws of the State of Nevada.
(b) on the date of this Agreement, the authorized capital stock of Sonic
consists of 100,000,000 common shares, each with a par value of $0.0001,
of which 16,230,760 are validly issued and outstanding, fully paid and
non-assessable;
(c) on the date of this Agreement, Sellers own 9,750,000 common shares in
the share capital of Sonic (the Total Shares), which number of shares
represents approximately 60.07% of the issued and outstanding shares of Sonic;
(d) Sellers own the Total Shares, free and clear of any claim, security
interest, mortgage, pledge, or other lien or encumbrance of any kind whatsoever.
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(e) to the best of Sellers knowledge, there are no outstanding options,
agreements, contracts, calls or commitments of any character which would
require the issuance by Sonic of any securities;
(f) to the best of Sellers knowledge, Sonic has the power and authority to
carry on its business as it is now conducted and to own its assets it
now owns;
(g) Sonic has no material assets;
(h) to the best of Sellers knowledge, except for this Agreement, and an
agreement for services between Sonic and its transfer agent, Sonic is
not a party to any contract, and has no contractual obligations, that will
survive the Closing;
(i) Sellers are not aware of a claim of infringement or breach of any
industrial or intellectual property rights of any other person by Sonic,
nor has Sonic received any notice that the conduct of its business infringes
upon or breaches any industrial or intellectual property rights of any other
person;
(j) as of the date of this Agreement, the officers of Sonic are Xxxxxxxxxxx,
President, Chief Financial Officer, Treasurer, and Principal Accounting
Officer, and Jarva, Secretary;
(k) as of the date of this Agreement, Sellers constitute all of the members
of the Board of Directors of Sonic;
(l) to the best of Sellers knowledge, this Agreement constitutes the
valid and binding obligation of Sellers and is enforceable against them in
accordance with its terms, except as enforceability may be affected by
bankruptcy, insolvency or similar laws affecting creditors rights generally or
court applied equitable remedies;
(m) to the best of Sellers knowledge, the execution, delivery and
performance of this Agreement by each of Sellers does not and will not (i)
conflict with or result in a breach of any of the terms, conditions or
provisions of the articles of incorporation or bylaws of Sonic or any
judgment, order, injunction, decree, regulation or ruling of any court
or other governmental authority to which either of them is subject or
of any agreement or contract listed on any schedule delivered pursuant
hereto or any other material agreement or contract to which either of them
or Sonic is a party or is subject, or constitute a default thereunder, or
(ii) give to others any rights of termination or cancellation of any
agreement or contract or any other material agreement or contract to
which Sonic or Sellers is a party or is subject, or (iii) create any
lien or encumbrance upon the assets of Sellers or Sonic, or (iv) require
the consent, authorization or approval of any governmental agency, body,
official or authority;
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(n) to the best of Sellers knowledge, Sonic has filed with all
applicable securities and regulatory authorities (including exchanges and
markets) all information and documents required to be filed with such
authorities (the Public Record) and the statements set forth in the Public
Record are true, correct and complete and do not contain any misrepresentation
as of the date made and Sonic has not filed any confidential material
change reports or similar reports;
(o) to the best of Sellers knowledge, and except as may be reflected in
the Public Record, there has not been any adverse material change in the
business, operations or affairs, financial or otherwise, of Sonic since
January, 2004, being the date of the last reviewed financial statements
of Sonic (included in its Form 10-QSB filed on or about March 4, 2004);
(p) Sonic common shares are approved for trading on the National
Association of Securities Dealers Over-the-Counter Bulletin Board
(the OTCBB) and are eligible for quotation on the OTCBB as of the Closing
Date;
(q) to the best of Sellers knowledge, Sellers are not aware, of nor has
either of them failed to disclose to Purchaser any change, event or
circumstance which would adversely affect Sonic or its business or assets
or the prospects, operation or condition of Sonic or which would reasonably
be considered to reduce the value of Sonic or the value of the Securities
to Purchaser;
(r) to the best of Sellers knowledge, Sellers have not made any untrue
statement to Purchaser nor has either failed to state a material fact that
is required to be stated or that is necessary to prevent a statement that is
made from being materially false or misleading in the circumstances in
which it was made;
(s) to the best of Sellers knowledge, the Sonic financial statements
for the year ended April 30, 2003, and the nine month period ended January
31, 2004 (the Sonic Financial Statements) are true and correct in every
material respect and present fairly the financial position of Sonic as of
the date of such statements, and the results of its operations for the
periods then ended and are prepared in accordance with generally accepted
accounting principles applied on a consistent basis except as specifically
provided therein;
(t) to the best of Sellers knowledge, Sellers has disclosed all contracts,
engagements and commitments, whether oral or written, relating to Sonic;
(u) to the best of Sellers knowledge, all licenses, permits, approvals,
consents, certificates, registrations and authorizations required in the
ordinary course of the Sonic business or in the use of its assets have
been obtained and are in good standing and are not terminable on the
basis of a transfer in ownership of the Shares;
(v) Sellers have the full and absolute right, power and authority to
enter into this Agreement on the terms and subject to the conditions
herein set forth, to carry out the transactions contemplated hereby and
to transfer on the Closing Date, legal and beneficial title and ownership
of his or her portion of the Shares to Purchaser;
(w) to the best of Sellers knowledge, all alterations, if any, to the
Articles of Incorporation of Sonic since its incorporation have been
duly approved by the shareholders of Sonic;
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(x) to the best of Sellers knowledge, the corporate records of Sonic,
as required to be maintained by it under its statute of incorporation
and constating documents, are accurate, complete and up-to-date in all
material respects and reflect all material transactions of Sonic;
(y) to the best of Sellers knowledge, Sonic has filed all necessary
tax returns in all jurisdictions required to be filed by it, all returns
affecting workers compensation with the appropriate agency, corporation
capital tax returns, if required, and any other material reports and
information required to be filed by Sonic with any governmental authority;
(z) to the best of Sellers knowledge, Sonic has withheld and remitted to
tax collection authorities such taxes as are required by law to be withheld
and remitted as and when due;
(aa) to the best of Sellers knowledge, Sonic has paid all income, sales
and capital taxes payable by it as and when due;
(bb) to the best of Sellers knowledge, Sonic has paid all instalments
of corporate taxes due and payable, and there is not presently outstanding
nor does Sonic expect to receive any notice of re-assessment from any
applicable tax collecting authority;
(cc) to the best of Sellers knowledge, Sonic has not declared or paid
any dividends of any kind or declared or made any other distributions of
any kind whatsoever including, without limitation, by way of redemption,
repurchase or reduction of its authorized capital;
(dd) to the best of Sellers knowledge, there has been no material
adverse change in the financial condition and position of Sonic and no
damage, loss destruction or other change in circumstances materially
affecting the business, property or assets of Sonic or its right or capacity
to carry on business since the date of the Sonic Financial Statements;
(ee) except as specifically disclosed by Sellers to Purchaser and to
the best of Sellers knowledge, since the date of the Sonic Financial
Statements, Sonic has not engaged in any transaction or made any disbursement
or assumed or incurred any liability or obligation or made any commitment,
including, without limitation, any forward purchase commitment or similar
obligation, to make any expenditure which would materially affect its
operations, property, assets or financial condition;
(ff) to the best of Sellers knowledge, Sonic has not waived or
surrendered any right of substantial value and has not made any gift of
money or of any of its property or assets;
(gg) to the best of Sellers knowledge, Sonic is not in default under or
in breach of, or would, after notice or lapse of time or both, be in
default under any contract, agreement, indenture or other instrument to
which it is a party or by which it is bound;
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(hh) to the best of Sellers knowledge, there are no claims threatened
against or affecting Sonic nor are there any actions, suits, judgments,
proceedings or investigations pending or, threatened against or affecting
Sonic, at law or in equity, before or by any court, administrative agency
or other tribunal or any governmental authority;
(ii) Sellers are not aware of any infringement by Sonic of any registered
patent, trademark or copyright;
(jj) Sonic has no employees;
(kk) to the best of Sellers knowledge, Sonic has not failed to comply
in any respect with all applicable federal, state and local laws, rules
and regulations relating to employment or employment termination, and
all applicable laws, rules and regulations governing payment of minimum
wages and overtime rates, and the withholding and payment of taxes from
compensation of employees;
(ll) to the best of Sellers knowledge, Sonic has not ever entered into
a collective bargaining agreement or other labor union contract; and
(mm) to the best of Sellers knowledge, there are no brokerage, finders
or similar fees paid or payable by or on behalf of Sellers in connection
with this Agreement or the transactions contemplated by this Agreement; and
8. PURCHASER'S REPRESENTATIONS AND WARRANTIES
8.1 Purchaser represents and warrants to Sonic and Sellers as of the date
hereof and on the Closing Date that:
(a) Purchaser has the full and absolute right, power and authority to
enter into this Agreement on the terms and subject to the conditions
herein set forth, to carry out the transactions contemplated hereby;
(b) this Agreement constitutes the valid and binding obligation of
Purchaser, and is enforceable against Purchaser in accordance with its
terms, except as enforceability may be affected by bankruptcy, insolvency
or similar laws affecting creditors rights generally or court applied
equitable remedies;
(c) Purchasers execution, delivery and performance of this Agreement
does not and will not (i) conflict with or result in a breach of any
of the terms, conditions or provisions of any judgment, order,
injunction, decree, regulation or ruling of any court or other
governmental authority to which Purchaser is subject or of any
agreement or contract or any other material agreement to which
Purchaser is a party or is subject, or constitute a default
thereunder;
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(d) Purchaser understands that none of the Shares have been or
will be registered under the 1933 Act, or under any state securities
or blue sky laws of any state of the United States and, unless so
registered, may not be offered or sold in the United States, or, directly
or indirectly, to U.S. Persons, pursuant to an effective registration
statement under the 1933 Act, or pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the 1933
Act and in each case only in accordance with applicable state and
provincial securities laws;
(e) Purchaser is an accredited investor as defined in Regulation D
under the 1933 Act and that it is acquiring the Securities pursuant
to the exemption from registration requirements contained in Rule
506 of Regulation D under the 1933 Act; and
(f) Purchaser understands that offers and sales of any of the
Securities can only be made pursuant to the registration provisions of
the 1933 Act or an exemption therefrom, and in each case only in
accordance with applicable securities laws.
9. COVENANTS OF SELLER.
9.1 Affirmative Covenants. Sellers covenant and agree with Purchaser that:
(a) both before and after the Closing Date, Sellers shall execute
and do all such further deeds, acts and things and give such assurances
as may reasonably be required to consummate the transactions contemplated
hereby and referenced herein;
(b) from and after the date of this Agreement until the Closing Date,
they shall cause Sonic to carry on its business in the ordinary course
consistent with past practice and in compliance with all applicable
laws, regulations and rules of all governmental authorities;
(c) they will give, and that they will cause Sonic to give, to the
Purchaser and the Purchasers counsel, accountants and other
representatives full access, during normal business hours throughout the
period from the date of this Agreement to the Closing Date, to all of
Sonic books and records, and will promptly furnish to the Purchaser
during that period all such information as the Purchaser may request
(and that they will use their best efforts to cause Sonic to furnish to
the Purchaser during that period all such information as the Purchaser
may request).
9.2 Negative Covenants. Sellers covenant and agree with Purchaser
that they will use their best efforts to prevent Sonic from, prior to
the Closing Date and except with the prior written consent of Purchaser
(which consent will not be unreasonably withheld):
(a) making or permitting to be made any employment contracts or other
arrangements with any directors, officers, agents, servants or employees
of Sonic except as permitted pursuant to this Agreement;
(b) making or assuming or permitting to be made or assumed any commitment,
obligation or liability which is outside of the usual and ordinary course
of the business of Sonic;
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(c) declaring or paying any dividends or make any other distributions or
appropriations of profits or capital except as expressly set forth in this
Agreement;
(d) create or assume any indebtedness other than in the ordinary course of
business or guarantee the obligations of any third party; or
(e) sell or otherwise in any way alienate or dispose of or encumber any
of its assets except as may be in the ordinary course of the business of
Sonic.
9.3 No Entertainment of Other Offers. Sellers shall not, directly or
indirectly, solicit, initiate or encourage submission of proposals or
offers for the sale, transfer, exchange, conversion or other disposition
of any of the Shares or the assets or other securities of Sonic, or
participate in any discussions or negotiations regarding, or furnish to
any person information with respect to, or otherwise participate in
any of the foregoing.
10. MISCELLANEOUS
10.1 Survival. The representations, warranties, and covenants made in
this Agreement shall survive the Closing Date.
10.2 Survival of Representations. Notwithstanding any right of Purchaser
(whether or not exercised) to investigate the affairs of Sellers or Sonic,
or a waiver by Purchaser of any condition to Closing set forth in section 5,
each party shall have the right to rely fully upon the representations,
warranties, covenants and agreements of the other parties contained in this
Agreement, except to the extent expressly waived in writing, or in any
instrument delivered pursuant to this Agreement. All of the representations,
warranties, covenants and agreements of the parties contained in this Agreement
or in any instrument delivered pursuant to this Agreement shall survive the
Closing and continue until the third anniversary of the Closing Date.
10.3 Prior Agreements. This Agreement supersedes all prior agreements,
written and oral, concerning the matters contained herein.
10.4 Successors. This Agreement shall be binding upon and inure to the
benefit of the heirs and successors of each of the parties. None of the
party may assign this Agreement without the prior written consent of the
other party.
10.5 Construction. This Agreement shall be construed and enforced in
accordance with the laws of the State of Nevada. Each of Purchaser and
the Sellers acknowledge that he or she was represented by competent legal
counsel or advised to seek legal counsel in the review of the terms and
conditions set forth in this Agreement and the other documents relating
to this transaction and, therefore, neither this Agreement nor any of the
other documents shall be construed against any party as the drafter.
10.6 Counterparts. This Agreement may be executed in multiple counterparts,
including facsimile counterparts, that when taken together shall constitute
a single instrument; provided that original signed counterpart copies are
delivered to each party.
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10.7 Public Announcements. No party hereto shall make any public
announcement or disclosure of the terms or conditions of this Agreement
without the prior written consent of the other parties, except that any
parties approval shall not be required as to any statements or other
information which may be required to make pursuant to any rule or
regulation of the any competent securities commissions or otherwise
required by law.
10.8 Headings. The headings of the Sections and paragraphs of this
Agreement have been inserted for convenience of reference only and
shall in no way restrict or otherwise modify any or the terms or
provisions of this Agreement.
10.9 Severability. Any provision of this Agreement which is found to be
contrary to Nevada law or otherwise unenforceable shall not affect the
remaining terms of this Agreement, which shall be construed in such
event as if the unenforceable provision were absent from this Agreement.
10.10 Notices. All notices, requests and other communications from
any of the parties hereto to the other shall be in writing and shall be
considered to have been duly given or served when (i) personally delivered,
(ii) when received if delivered by confirmed facsimile transmission, air
courier or other comparable delivery service, or (iii) on the third day
after deposit in the United States mail, certified or registered, return
receipt requested, postage prepaid, addressed to the party at their
address set forth below, or to such other address as such party may
hereafter designate by written notice:
if to Purchaser:
c/o Xxxxx X. Kalenuik
000-00 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0 Xxxxxx
Tel: 000.000.0000
Fax: 000.000.0000
if to Sellers:
Xx. Xxxxxxx X. Xxxxxxxxxxx and Xx. Xxxxxx Xxxxx
0000-0000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000 XXX
Tel: 000.000.0000
Fax: 000.000.0000
10.11 Attorneys Fees. All fees and expenses incurred by the parties
in connection with the negotiation of this Agreement or compliance with
its terms shall be borne by the party incurring them. If, after the date
of this Agreement, the parties enter into a dispute arising out of this
Agreement, the prevailing party therein shall be entitled to recover from
the other its costs and expenses including, specifically, a reasonable
attorneys fee (through all trial and appellate levels).
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11. TIME OF THE ESSENCE
11.1 Time is of the essence of this Agreement.
12. GOVERNING LAW AND VENUE.
12.1 This Agreement will be governed by and construed in accordance with
the laws of Nevada, and the parties hereby attorn to the jurisdiction of
the Courts of competent jurisdiction of Nevada in any proceeding hereunder.
13. COUNTERPARTS
13.1 This Agreement may be executed in several counterparts, each of
which will be deemed to be an original and all of which will together
constitute one and the same instrument.
14. ELECTRONIC MEANS
14.1 Delivery of an executed copy of this Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy will be deemed to be execution and delivery of this Agreement as
of the date set forth on page one of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this agreement as of the day and
year hereabove written.
PURCHASER
/s/Xxxxx X. Kalenuik
____________________
Xxxxx X. Kalenuik
/s/Xxxxxx X. Xxxxxxx
____________________
Xxxxxx X. Xxxxxxx
/s/Xxxxxxx X. Xxxxxxx
____________________
Xxxxxxx X. Xxxxxxx
/s/Xxxxxx Kalenuik
____________________
Xxxxxx Kalenuik
/s/Xxxxxxx X. Xxxxx
____________________
Xxxxxxx X. Xxxxx
/s/Xxxxxxx X. Kalenui
____________________
Xxxxxxx X. Kalenuik
/s/Nemesis Software Systems Inc.
_________________________
Nemesis Software Systems Inc.
/s/STB Technologies Ltd.
____________________
STB Technologies Ltd.
-14-
SELLERS
/s/Xxxxxxx X. Xxxxxxxxxxx
____________________
Xxxxxxx X. Xxxxxxxxxxx
/s/Xxxxxx Xxxxx
____________________
Xxxxxx Xxxxx
-15-
