SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT ("Agreement") is made and entered into
as of May __, 2004 by and among XXXXXXX X. XXXXXXX, an individual ("Xxxxxxx"),
XXXXXX XXXXXXX, an individual ("ML"), and XXX XXXXXXXX, an individual
("Velmeden") (Xxxxxxx, XX and Velmeden collectively, the "Seller"), on the one
hand, and by XXXXX X. XXXXX ("Xxxxx"), an individual, XXXX XxXXXX (McAfee"), an
individual, INTERNATIONAL CAPITAL ADVISORY, INC., a Canadian corporation
domiciled in Ontario ("ICA")(Xxxxx, McAfee and ICA collectively, the
"Assignees"), XXXX XXXXXXXX, an individual ("Liviakis"), XXXX XXXXXXXX, an
individual ("Xxxxxxxx"), XXXXXX XXXXXX, an individual ("Caleel"), XXXXX XXXXX,
an individual ("Bosch"), XXX XXXXXXXX, an individual ("Xxxxxxxx"), and XXXXXX
XXXXX XXXXXXX II, an individual ("Xxxxxxx")(the Assignees, Liviakis, Pimentel,
Caleel, Bosch, Xxxxxxxx and Xxxxxxx collectively, the "Purchaser"), on the other
hand.
R E C I T A L S
A. Seller desires to sell to Purchaser, and Purchaser desires to purchase
from Seller, 1,500,000 shares (the "Shares") of common stock of Technology
Acquisition Corporation, a publicly traded Nevada corporation (OTCBB:TAQC.OB)
("TAQC") (collectively, the "Shares"). Xxxxxxx further desires to sell, and the
Assignees desire to buy, that certain promissory note in the original principal
amount of $75,000 executed by TAQC in favor of Xxxxxxx (the "Note"). The
Purchaser and the Assignees desire to buy the Shares and the Note for a total
purchase price of U.S.$10,000 in cash. The respective amount of Shares sold by
each Seller, and acquired by each Purchaser, are described in Schedule "A"
attached hereto
B. This Agreement is one of a series of mutually dependent agreements
and/or instruments, the execution and delivery of each of which shall be a
condition precedent to the Purchaser's obligations hereunder, as more
particularly set forth herein.
NOW, THEREFORE, the parties agree as follows:
A G R E E M E N T
1. Incorporation of Recitals. The foregoing Recitals are incorporated
herein by this reference.
2. Sale and Purchase of the Shares and the Note.
(a) Subject to the terms and conditions hereof, at the Closing, (a)
the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase
from the Seller, the Shares, and (b) Xxxxxxx agrees to sell to the Assignees,
and the Assignees agree to purchase from Xxxxxxx, the Note in accordance with
the form of Assignment and Assumption Agreement attached hereto as Exhibit "A",
for an aggregate purchase price of U.S. $10,000 cash (the "Purchase Price").
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(b) The Purchase Price shall be delivered to the Seller by cashier's
check or wire transfer at the Closing.
3. Closing.
3.1 The purchase and sale of the Shares (the "Closing") shall take
place at the office of Xxxxxxx X. Xxx, Esq., Attorney at Law, at 0000 Xxxxxx
Xxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000, on May 20, 2004 at 4:00 p.m.,
Pacific Time, at the Effective Time (as hereinafter defined).
3.2 "Effective Time" means 24 hours after such time as the
agreements and/or instruments listed on Schedule A attached hereto are fully
executed and delivered by the parties thereto.
3.2 At the Closing, Seller shall deliver to Purchaser:
(a) an executed copy of this Agreement;
(b) one or more certificates representing the Shares, accompanied
by one or more duly endorsed stock powers, with signature(s)
medallion guaranteed, in form and substance satisfactory to
Purchaser;
(c) the Shares in certificate form with executed irrevocable stock
transfer powers with signatures duly executed by the
registered holder of the shares as registered on the face of
each stock certificate under Medallian signature guarantee or
the equivalent in blank form for transfer to Purchaser and as
determined by Purchaser;
(d) signed resignations of each officer and director of TAQC, in
form and substance satisfactory to Purchaser;
(e) signed appointments by the TAQC board of directors of two
individuals designated by Purchaser as directors and officers
of the Company in form and substance satisfactory to
Purchaser;
(f) an opinion of Xxxxxxx X Xxx, Esq., Attorney-At-Law, dated as
of the Effective Date, in the form of Exhibit 1 attached
hereto;
(g) the Note in its original form; and
(h) an executed copy of the Assignment and Assumption Agreement
against delivery to Seller of an executed copy of this
Agreement and payment of the Purchase Price by cashier's check
at the Closing.
3.3 From time to time after the Effective Time, and without further
consideration, Seller will execute and deliver such other instruments of
transfer and take such other actions as Purchaser may reasonably request in
order to more effectively transfer to Purchaser the Shares, and otherwise
consummate the transactions contemplated by this Agreement.
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4. Representations and Warranties of Seller. Xxxxxxx, on behalf of Seller,
hereby represents and warrants to Purchaser as follows:
4.1 Authorization. All action on the part of Seller necessary for
the authorization, execution and delivery of this Agreement and the performance
of Seller's obligations hereunder at the Closing has been taken or will be taken
prior to the Closing, and this Agreement shall constitute the valid and legally
binding obligation of Seller, enforceable in accordance with its terms except as
limited by the effect of bankruptcy, insolvency, reorganization, moratorium and
other similar laws relating to or affecting the rights of creditors generally
and by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies.
4.2 Validity; Title. The Shares, when sold and delivered in
accordance with the terms of this Agreement for the consideration expressed
herein, will be duly and validly issued, fully paid, and nonassessable, and will
be free of restrictions on transfer other than restrictions on transfer under
this Agreement and under applicable state and federal securities laws. Seller
owns, beneficially and of record, good and marketable title to the Shares, free
and clear of all security interests, liens, adverse claims, encumbrances,
proxies, options or stockholders' agreements. At the Closing, Seller will convey
to Purchaser good and marketable title to the Shares, free and clear of any
security interests, liens, adverse claims, encumbrances, proxies, options or
stockholders' agreements.
4.3 Organization and Good Standing. TAQC is a corporation duly
organized, validly existing and in good standing under the laws of Nevada and is
qualified to do business as a foreign corporation in each jurisdiction where the
failure to be so qualified would have a material adverse effect on TAQC.
4.4 Capitalization. TAQC's authorized capital stock consists of
30,000,000 shares of common stock, $0.01 par value per share, 2,010,900 of which
are issued and outstanding, and 5,000,000 shares of preferred stock, $0.25 per
share, none of which are issued and outstanding. Xxxxxxx owns beneficially and
of record 1,140,000 of the Shares; ML owns 180,000 of the Shares; and Velmeden
owns 180,000 of the Shares. There are no shares of TAQC's stock held by TAQC as
treasury stock. All of the issued and outstanding shares of capital stock of
TAQC are validly issued, fully paid, non-assessable and are without, and were
not issued in violation of, any preemptive rights, and were not issued in
violation of federal or state securities laws. No other class of capital stock
of TAQC is issued or outstanding, and there are no options, warrants, calls,
subscriptions, conversion or other rights, agreements or commitments to acquire
from TAQC any shares of capital stock of TAQC or any other securities
convertible into, exchangeable for or evidencing the right to subscribe for any
shares of capital stock of TAQC, or any other security of TAQC. There are no
outstanding or authorized stock appreciation, phantom stock or similar rights
with respect to TAQC. There are no voting agreements, voting trust agreements,
proxies or stockholder or similar agreements relating to the capital stock of
TAQC. TAQC is not subject to any obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of its capital stock. TAQC
has delivered to Buyer accurate and complete copies of the stock records of
TAQC. Certain shares of TAQC common stock, as previously issued, were
subsequently cancelled by TAQC on or about June 2003 (the "Cancelled Shares").
Notwithstanding any other provision of this Agreement, Xxxxxxx agrees to
indemnify and hold the Purchaser harmless from and against any reasonable costs
incurred in connection with defending all claims made by any person asserting
any rights as a stockholder arising out of the Cancelled Shares.
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4.5 Subsidiaries. TAQC does not, directly or indirectly, own any
shares of any capital stock or other equity interest in, has not made any
investment in, and does not control or have any proprietary interest in, any
corporation, partnership, joint venture or other business association or entity.
4.6 No Conflicts. Neither the execution and delivery of this
Agreement by Seller nor the consummation by Seller of the transactions
contemplated hereby, nor compliance by Seller with any of the provisions hereof,
will (a) result in a violation or breach of, or constitute (with or without due
notice or lapse of time or both) a default (or give rise to any right of
termination, cancellation or acceleration) under, any of the terms, conditions
or provisions of any note, bond, mortgage, indenture, license, contract,
agreement or other instrument or obligation to which Seller is a party or by
which Seller or his/her property may be bound or (b) violate any order, writ,
injunction, decree, statute, rule or regulation applicable to Seller.
4.7 SEC Documents. TAQC has filed all reports required to be filed
by it under the Securities Act of 1933, as amended (the "Securities Act") and
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the
date hereof (or such shorter period as TAQC was required by law to file such
material) (the foregoing materials, including the exhibits thereto, being
collectively referred to herein as the "SEC Documents"). The SEC Documents
constitute all of the documents and reports that TAQC was required to file with
the SEC pursuant to the Exchange Act and the rules and regulations promulgated
thereunder by the SEC. As of their respective dates, the SEC Documents complied
in all material respects with the requirements of the Exchange Act and the rules
and regulations promulgated thereunder and none of the SEC Documents contained
an untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading. The
financial statements of TAQC included in the SEC Documents comply as to form in
all material respects with applicable accounting requirements and the published
rules and regulations of the SEC with respect thereto, have been prepared in
accordance with generally accepted accounting principles in the United States
("U.S. GAAP") (except, in the case of unaudited statements, as permitted by the
applicable form under the Exchange Act) applied on a consistent basis during the
periods involved (except as may be indicated in the notes thereto) and fairly
present the financial position of TAQC as of the dates thereof and its
statements of operations, shareholders' equity and cash flows for the periods
then ended (subject, in the case of unaudited statements, to normal and
recurring year-end audit adjustments which were and are not expected to have a
material adverse effect on TAQC, its business, financial condition or results of
operations).
4.8 Financial Statements.
4.8.1 Included in the SEC Documents are the audited balance
sheets of TAQC as of March 31, 2003, and the related statements of operations,
changes in stockholders' equity (a deficit), and cash flows for the years ended
March 31, 2003 and 2002, and for the period from April 1, 1995 through March 31,
2003, together with the unqualified report thereon (except with respect to
continuation as a going concern) of Xxxxxx and Co., P.L.L.C. ("Xxxxxx"),
independent auditor (collectively, "TAQC's Audited Financials").
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4.8.2 Included in the SEC Documents are the Interim Unaudited
Balance Sheet of TAQC as of December 31, 2003, the Interim Unaudited Statements
of Operations For the Three and Nine Months Ended December 31, 2003 and 2002,
and For the period from Inception (June 21, 1972) to December 31, 2003, the
Interim Unaudited Statements of Cash Flows For the Nine Months Ended December
31, 2003 and 2002, and For the Period from Inception (June 21, 1972) to December
31, 2003, as reviewed by Xxxxxx ("TAQC's Interim Financials").
4.8.3 TAQC's Audited Financials and TAQC's Interim Financials
(collectively "TAQC's Financial Statements") are (i) in accordance with the
books and records of TAQC, (ii) correct and complete, (iii) fairly present the
financial position and results of operations of TAQC as of the dates indicated,
and (iv) prepared in accordance with U.S. GAAP (except that (x) unaudited
financial statements may not be in accordance with U.S. GAAP because of the
absence of footnotes normally contained therein, and (y) interim (unaudited)
financials are subject to normal year-end audit adjustments that in the
aggregate will not have a material adverse effect on TAQC, its business,
financial condition or results of operations).
4.9 Events Subsequent to Financial Statements. Since March 31, 2003 and
except as disclosed in the filings made by TAQC with the U.S. Securities and
Exchange Commission and as disclosed in this Agreement:
(a) TAQC has not entered into any transaction or contract or
conducted any business other than seeking a business combination or other
strategic transaction;
(b) TAQC has not failed to pay and discharge its current liabilities
in the ordinary course of business consistent with past practice;
(c) TAQC has not incurred any indebtedness or liability or assumed
any obligations;
(d) TAQC has not waived or released any right of any material value;
(e) Other than the shares issued to Xxxxxxx issued under S-8 in
February 2004, TAQC has not paid any compensation or benefits to officers
or directors of TAQC;
(f) TAQC has not made or authorized any amendment in the Certificate
of Incorporation or Bylaws of TAQC; and
(g) there has been no material adverse change in the condition
(financial or otherwise) of the properties, assets, liabilities or
business of TAQC (except that, at Closing, TAQC shall have no material
assets).
(h) Other than in connection with that certain Promissory Note
Agreement, as described in the Assignment and Assumption Agreement
referenced in Exhibit A, TAQC does not and will not, as of the Effective
Time, have any debt, liability, or obligation of any nature, whether
accrued, absolute, contingent, or otherwise and whether required to be
reflected on a balance sheet or not.
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Notwithstanding any other term or provision of this Agreement, at Closing
TAQC will not hold any licenses, rights, or other assets, tangible or
intangible, real or personal, except such corporate records as have been
delivered to the Purchaser and such additional corporate records as the Seller
reasonably determines are necessary in connection with the consummating the
transactions contemplated by this Agreement.
4.10 Public Listing of TAQC. TAQC has never been listed on any
national stock exchange or national market system in the United States or
elsewhere except the Nasdaq OTC Bulletin Board ("OTCBB"), and its common stock
is currently quoted on the OTCBB. Since its last application for quotation on
the OTCBB was approved, TAQC has not received notice from the OTCBB to the
effect that TAQC is not in compliance with the listing or maintenance
requirements of the OTCBB. TAQC is, and has no reason to believe that it will
not, in the foreseeable future, continue to be, in compliance with all such
listing and maintenance requirements.
4.11 Litigation. There is no suit, action, proceeding,
investigation, claim or order pending or, to the knowledge of Seller, threatened
against TAQC (or to the knowledge of Seller, pending or threatened, against any
of the officers or directors of TAQC with respect to their business activities
on behalf of TAQC), or to which TAQC is otherwise a party, before any court, or
before any governmental department, commission, board, agency, or
instrumentality; nor to the knowledge of Seller is there any reasonable basis
for any such action, proceeding or investigation.
4.12 Governmental Consents. All consents, approvals, orders,
authorizations or registrations, qualifications, designations, declarations or
filings with any U.S., federal or state governmental authority on the part of
Seller required in connection with the consummation of the transactions
contemplated herein shall have been obtained or made prior to and be effective
as of the Closing, except for the filing of a Form 4 with the SEC, which shall
occur following the Closing.
4.13 Third Party Consents. All third party consents, approvals,
orders or authorizations required to be obtained by Seller in connection with
the consummation of the transactions contemplated herein have been obtained.
4.14 Books and Records. Seller has delivered to Purchaser a complete
copy of all corporate minutes and financial records of TAQC from its inception
through the Effective Time, and has disclosed to Purchaser in writing TAQC's
current CCC number as provided by the SEC.
4.15 No Disagreements with Accountants and Lawyers. There are no
disagreements of any kind presently existing, or reasonably anticipated by TAQC
to arise, between the accountants and lawyers presently employed by TAQC and
TAQC is current with respect to any fees owed to its accountants and lawyers.
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4.16 Disclosure. The representations and warranties and statements
of fact made by Seller in this Agreement are accurate, correct and complete in
all material respects and do not contain any untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements and
information contained herein not false or misleading.
5. Representations and Warranties of Purchasers. Purchaser hereby
represents and warrants to Seller as follows:
5.1 Investment and Related Representations.
5.1.1 Shares as "Restricted" Securities. Purchaser is aware
that neither the Shares nor the offer or sale thereof to the Purchaser have been
registered under the Securities Act, or under any foreign or state securities
law. Purchaser acknowledges that the Shares are being offered pursuant to
certain exemptions from Section 5 of the Securities Act for offers and sale of
securities not involving an issuer, underwriter or dealer. Purchaser understands
that the Shares are "restricted" securities under U.S. federal securities laws
inasmuch as they are being acquired from an affiliate of the issuer and that
under such laws and applicable regulations such securities may be resold without
registration under the Securities Act only in certain limited circumstances.
Purchaser represents that it is familiar in general with Rule 144 under the
Securities Act (which provides generally for a one year holding period and
limitations on the amount of "restricted" securities that can be sold in
compliance with the rule upon completion of the holding period), and understands
the resale limitations imposed thereby and by the Securities Act. Purchaser
understands that each certificate representing the Shares and any other
securities issued in respect of the Shares upon any stock split, stock dividend,
recapitalization, merger or similar event (unless no longer required in the
opinion of counsel for TAQC) shall be stamped or otherwise imprinted with
legends substantially in the following form (in addition to any legend that may
now or hereafter be required by applicable state law):
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY
NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES,
OR DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH
SECURITIES THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN FULL
COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS SOLD IN
COMPLIANCE WITH RULE 144 UNDER SUCH ACT."
5.1.2 Investment Representation. The Shares are being acquired
by Purchaser pursuant to this Agreement for investment and not with a view to
the public resale or distribution thereof unless pursuant to an effective
registration statement or exemption under the Securities Act.
5.1.3 No Public Solicitation. Purchaser is acquiring the
Shares after private negotiation and has not been attracted to the acquisition
of the Shares by any press release, advertising or publication.
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5.1.4 Investor Sophistication and Ability to Bear Risk of
Loss. Purchaser acknowledges that Purchaser is able to protect Purchaser's
interests in connection with the acquisition of the Shares and can bear the
economic risk of investment in such securities without producing a material
adverse change in Purchaser's financial condition. Purchaser otherwise has such
knowledge and experience in financial or business matters that Purchaser is
capable of evaluating the merits and risks of the investment in the Shares.
6. Brokers and Finders Except for the persons and entities set forth on
Schedule 6 attached hereto (collectively, the "Brokers") who will receive
compensation solely from the Purchaser, Xxxxxxx, the Seller, and both of them
shall not be obligated to pay any commission, brokerage fee or finder's fee
based on any alleged agreement or understanding between the Seller (including
any persons affiliated with the Seller) and any one or more of the Brokers or
any other third person in respect of the transactions contemplated hereby.
Purchaser hereby agrees to indemnify Seller and Xxxxxxx against any claim by any
third person for any commission, brokerage, or finder's fee or other payment or
obligation with respect to this Agreement or the transactions contemplated
hereby based on any alleged agreement or understanding between the Purchaser and
any one or more of the Brokers, their agents, or any such third person, whether
express or implied, from the actions of the Purchaser.
7. Indemnification. Except for the indemnification provided by Xxxxxxx in
Section 4.4 of this Agreement with respect to the Cancelled Shares, Xxxxxxx and
the Purchaser agree that:
(a) Xxxxxxx and Purchaser hereby agree to indemnify and hold
harmless the other and each of the other's affiliates and each of their
respective officers, directors, partners, members, managers, shareholders,
employees and agents from and against any and all losses, claims, damages,
judgments, penalties, liabilities and deficiencies ("Claims"), and agrees to
reimburse the other for all reasonable out-of-pocket expenses (including
reasonable fees and expenses of legal counsel) (collectively, "Damages"), in
each case promptly as incurred by the other, to the extent arising out of or in
connection with (a) any material misrepresentation or material breach of any of
the other's representations or warranties contained in this Agreement; (b) any
failure by the other to perform any of its/his/her covenants, agreements,
undertakings or obligations set forth in this Agreement, or (c) any operations
of TAQC or transactions involving TAQC occurring (i) in the case of the
indemnification by Xxxxxxx, prior to the Effective Time, or (ii) in the case of
the indemnification by Purchaser, on or after the Effective Time. In the event
of any Claims asserted against Xxxxxxx, Xxxxxxx shall have the right, with the
approval of the Purchaser (and said approval shall not be unreasonably
withheld), to select counsel to defend against all said Claims, to determine the
strategy and instructions to be given said legal counsel, and to make any
settlement of all said Claims.
(b) Xxxxxxx agrees to indemnify Purchaser against any and all debts,
liabilities and obligations of TAQC (whether contingent or otherwise) existing
or arising on or before the Effective Date, specifically including any and all
liabilities under state or federal environmental laws (expressly including,
without limitation, CERCLA and RCRA), associated with TAQC's prior medical
waste, oil, gas, or other business activities (the "Environmental Liabilities").
Following the Closing, Xxxxxxx agrees to pay any and all such pre-existing
debts, liabilities and obligations when and as such liabilities and obligations
are discovered or become due, upon demand by Purchaser except that,
notwithstanding any other term or provision of this Agreement, Purchaser shall
be solely responsible for the payment of an aggregate of the first five hundred
dollars ($500) of all said debts, liabilities, and obligations of TAQC.
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(c) Notwithstanding anything to the contrary, with regards to
indemnification under this Section 7, and with the sole and exclusive exception
of the Environmental Liabilities, neither party shall be liable to the other,
and each of the other's affiliates and each of their respective officers,
directors, partners, members, managers, shareholders, employees and agents, for
Damages greater than the Purchase Price.
8. Miscellaneous.
8.1 Cumulative Remedies. Subject to Section 7, any person having any
rights under any provision of this Agreement will be entitled to enforce such
rights specifically, to recover damages by reason of any breach of any provision
of this Agreement, and to exercise all other rights granted by law, which rights
may be exercised cumulative and not alternatively.
8.2 Successors and Assigns. Except as otherwise expressly provided
herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto will bind and inure to the benefit of the
respective successors and assigns of the parties hereto whether so expressed or
not.
8.3 Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement or the other documents.
8.4 Counterparts. This Agreement may be executed in two or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts when taken together will constitute one and the
same agreement.
8.5 Notices. Any approvals, consents or notices required or
permitted to be sent or given shall be delivered in writing personally or
mailed, certified mail, return receipt requested, to the following addresses and
shall be deemed to have been received within five days after such mailing:
If to PURCHASER: Xx. Xxxxx X. Xxxxx
Xxxxx McAfee Capital Partners
00000 X. Xx Xxxx Xxxx., Xxxxx 000
Xxxxxxxxx, Xxxxxxxxxx 00000
Telephone (000) 000-0000
Fax (000) 000-0000
With a copy to:
Xxxxxx Xxxxx Xxxxxxx II, Esq.
The Xxxxxxx Group, LLP
Xxxxxxx Law Building
0000 Xx Xxxxx Xxxxxxxxx
Xx Xxxxx, Xxxxxxxxxx 00000
Telephone (000) 000-0000
Fax (000) 000-0000
If to SELLER: Xxxxxxx X. Xxx, Esq.
Attorney at Law
0000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Telephone (000) 000-0000
Fax (000) 000-0000
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8.6 Litigation Costs. If any legal action or other proceeding is
brought for the enforcement of this Agreement, or because of an alleged dispute,
breach, default, or misrepresentation in connection with any of the provisions
thereof, the successful or prevailing party or parties shall be entitled to
recover reasonable attorneys' fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or they may be entitled.
8.7 Entire Agreement. This Agreement, and the agreements, exhibits,
and instruments attached hereto, constitute the entire agreement and
understanding of the parties with respect to the subject matter thereof, and
supersede all prior and contemporaneous agreements and understandings.
8.8 Governing Law; Arbitration. This Agreement shall be governed by
and interpreted and construed in accordance with the laws of the State of
California, without regard to the conflicts of laws principles thereof.
8.9 Injunctive Relief. The parties agree that a breach of this
Agreement may cause Purchaser irreparable harm for which monetary damages are
not adequate. In addition to all other available legal remedies, Purchaser shall
have the right to injunctive relief to enforce this Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, each of the parties to this Agreement has
executed or caused this Agreement to be executed as of the date first above
written.
"SELLER"
----------------------------------------
XXXXXXX X. XXXXXXX, an individual
----------------------------------------
XXXXXX XXXXXXX, an individual
----------------------------------------
KAE VELMEDDEN, an individual
"PURCHASER"
----------------------------------------
XXXXX X. XXXXX, an individual
----------------------------------------
XXXX XxXXXX, an individual
----------------------------------------
INTERNATIONAL CAPITAL ADVISORY, INC.,
a Canada corporation
By:
------------------------------------
Its:
-----------------------------------
----------------------------------------
XXXX XXXXXXXX, an individual
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----------------------------------------
XXXX XXXXXXXX, an individual
----------------------------------------
XXXXXX XXXXXX, an individual
----------------------------------------
XXXXX XXXXX, an individual
----------------------------------------
XXX XXXXXXXX, an individual
----------------------------------------
XXXXXX XXXXX XXXXXXX II, an individual
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SCHEDULE A
COMMON SHARES OF TAQC SOLD BY EACH SELLER
Name Amount of
Shares Sold
-----------
Xxxxxxx X. Xxxxxxx 1,140,000
Kae Velmedden 180,000
Xxxxxx Xxxxxxx 180,000
COMMON SHARES OF TAQC PURCHASED BY EACH PURCHASER
Name Amount of
Shares Purchased
----------------
International Capital Advisory, Inc. 450,000
Xxxx Xxxxxxxx 400,000
Xxxxx X. Xxxxx 241,875
Xxxx XxXxxx 241,875
Xxxx Xxxxxxxx 70,000
Xxxxxx Xxxxxx 30,000
Xxx Xxxxxxxx 33,125
Xxxxx Xxxxx 16,563
Xxxxxx Xxxxx Xxxxxxx II 16,562
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EXHIBIT A
Assignment and assumption agreement
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EXHIBIT 1
LEGAL OPINION OF XXXXXXX X. XXX, ESQ.
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