EXHIBIT 2.1
STOCK EXCHANGE AGREEMENT
THIS STOCK EXCHANGE AGREEMENT (the "Agreement") is made and entered on the 31st
day of October 2003, by and among RETINAPHARMA INTERNATIONAL INC., a Nevada
corporation ("RPHI"), XTRA-GOLD RESOURCES, INC., a Florida corporation ("XG);
and the PERSONS IDENTIFIED ON SCHEDULE A HERETO, representing the holders of all
of the issued and outstanding capital stock of XG (each, "Shareholder" and
collectively the "Shareholders").
RECITALS:
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A. The Shareholders own all of the issued and outstanding capital stock of XG,
consisting of 10,070,000 shares of common stock, $.001 par value per share (the
"XG Shares").
B. RPHI desires to acquire the XG Shares from the Shareholders in exchange for a
like number of shares of common stock, $.001 par value per share, of RPHI (the
"RPHI Shares") to be issued to the Shareholders pro-rata to their ownership of
XG.
C. The Shareholders desire to exchange their XG Shares for the RPHI Shares upon
the terms and conditions set forth herein.
D. It is the intention of the parties hereto that: (i) RPHI shall acquire the XG
Shares solely for the consideration set forth below (the "Exchange"); (ii) the
Exchange shall qualify as a transaction in securities exempt from registration
or qualification under the Securities Act of 1933, as amended (the "Securities
Act"), and under the applicable securities laws of each jurisdiction where any
of the Shareholders reside; and (iii) the Exchange shall qualify as a "tax-
free" transaction within the meaning of Section 368 of the Internal Revenue Code
of 1986.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained in this Agreement, the parties hereto
agree as follows:
SECTION 1. EXCHANGE OF SHARES
1.1 EXCHANGE OF SHARES. On the Closing Date (as hereinafter defined)
the Shareholders shall tender the XG Shares to RPHI and RPHI shall issue the
RPHI Shares to the Shareholders in exchange therefor.
1.2 Delivery of XG Shares. On the Closing Date, the Shareholders will
deliver to RPHI the certificates representing the XG Shares, duly endorsed for
transfer (or with executed stock powers) so as to convey good and marketable
title to the XG Shares to RPHI, and, simultaneously therewith, RPHI will deliver
certificates evidencing the RPHI Shares to the Shareholders, registered to the
Shareholders in the denominations set forth on Schedule A.
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SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
Each Shareholder, severally and not jointly, represents and warrants to
RPHI as follows:
2.1 INFORMATION ON SHAREHOLDER. Shareholder is an "accredited
investor," as such term is defined in Regulation D promulgated by the Act, is
experienced in investments and business matters, has made investments of a
speculative nature and, with its representatives, has such knowledge and
experience in financial, tax and other business matters as to enable him to
utilize the information made available by RPHI to evaluate the merits and risks
of and to make an informed investment decision with respect to this Agreement,
which represents a speculative investment. Shareholder is able to bear the risk
of such investment for an indefinite period and to afford a complete loss
thereof.
2.2 INVESTMENT INTENT. Shareholder understands that the RPHI Shares
have not been registered under the Act, and may not be sold, assigned, pledged,
transferred or otherwise disposed of unless the RPHI Shares are registered under
the Securities Act or an exemption from registration is available. Shareholder
represents and warrants that it is acquiring the RPHI Shares for its own
account, for investment, and not with a view to the sale or distribution of the
RPHI Shares except in compliance with the Act. Each certificate representing the
RPHI Shares will have the following or substantially similar legend thereon:
"The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended (the "Act") or any state
securities laws. The shares have been acquired for investment and may
not be sold or transferred in the absence of an effective Registration
Statement for the shares under the Act unless, in the opinion of
counsel satisfactory to the Company, registration is not required under
the Act or any applicable state securities laws."
2.3 OWNERSHIP OF XG SHARES AND AUTHORIZATION OF AGREEMENT. Shareholder
is the sole record and beneficial owner of the XG Shares attributed to
Shareholder on Schedule A, all of which shares are owned free and clear of all
rights, claims, liens and encumbrances, and have not been sold, pledged,
assigned or otherwise transferred except pursuant to this Agreement. There are
no outstanding subscriptions, rights, options, warrants or other agreements
obligating Shareholder to sell or transfer to any third person any of the XG
Shares owned by Shareholder, or any interest therein. Shareholder has the power
to enter into this Agreement and to carry out its obligations hereunder. This
Agreement has been duly executed by Shareholder and constitutes the valid and
binding obligation of Shareholder, enforceable against Shareholder in accordance
with its terms.
SECTION 3. REPRESENTATIONS OF XG
XG hereby represents and warrants to RPHI as follows:
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3.1 ORGANIZATION AND GOOD STANDING. XG is a newly-formed corporation,
duly organized, validly existing and in good standing under the laws of the
State of Florida, and is entitled to own or lease its properties and to carry on
its business as and in the places where such properties are now owned, leased or
operated and such business is now conducted. XG is qualified to do business as a
foreign corporation in each jurisdiction, if any, in which its property or
business requires such qualification. XG does not have any subsidiaries.
3.2 AUTHORIZATION; ENFORCEABILITY; NO BREACH. XG has all necessary
corporate power and authority to execute this Agreement and perform its
obligations hereunder. This Agreement constitutes the valid and binding
obligation of XG enforceable against XG in accordance with its terms, except as
may be limited by bankruptcy, moratorium, insolvency or other similar laws
generally affecting the enforcement of creditors' rights. The execution,
delivery and performance of this Agreement by XG and the consummation of the
transactions contemplated hereby will not:
(a) violate any provision of the Charter or By-laws of XG;
(b) violate, conflict with or result in the breach of any of the terms
of, result in a material modification of, otherwise give any other contracting
party the right to terminate, or constitute (or with notice or lapse of time or
both constitute) a default under, any contract or other agreement to which XG is
a party or by or to which it or any of its assets or properties may be bound or
subject;
(c) violate any order, judgment, injunction, award or decree of any
court, arbitrator or governmental or regulatory body against, or binding upon,
XG, or upon the properties or business of XG; or
(d) violate any statute, law or regulation of any jurisdiction
applicable to the transactions contemplated herein which could have a material
adverse effect on the business or operations of XG.
3.3 COMPLIANCE WITH LAWS. XG has complied with all federal, state,
county and local laws, ordinances, regulations, inspections, orders, judgments,
injunctions, awards or decrees applicable to it or its business which, if not
complied with, would materially and adversely affect the business or financial
condition of XG.
3.4 LITIGATION. There is no action, suit or proceeding pending or
threatened, or any investigation, at law or in equity, before any arbitrator,
court or other governmental authority, pending or threatened, nor any judgment,
decree, injunction, award or order outstanding, against or in any manner
involving XG or any of XG's properties or rights which (a) could reasonably be
expected to have a material adverse effect on XG taken as a whole, or (b) could
reasonably be expected to materially and adversely affect consummation of any of
the transactions contemplated by this Agreement.
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3.5 BROKERS OR FINDERS. No broker's or finder's fee will be payable by
XG in connection with the transaction contemplated by this Agreement, nor will
any such fee be , incurred as a result of any actions by XG or the Shareholders.
3.6 REAL ESTATE. XG neither owns real property nor is a party to any
leasehold agreement.
3.7 ASSETS. XG owns all rights, title and interest in and to its
assets, free and clear of all liens, pledges, mortgages, security interests,
conditional sales contracts or any other encumbrances. XG has no assets other
than an option to acquire certain real property located in Switzerland, the
terms and conditions of which have previously been provided to PHPI.
3.8 LIABILITIES. XG has not suffered or incurred any material direct or
indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or
responsibility, including without limitation, liabilities on account of taxes,
other governmental charges or legal proceedings ("Liabilities") other than
previously discharged Liabilities.
3.9 CAPITALIZATION. The authorized capital stock of XG consists of
100,000,000 shares of common stock of which 10,070,000 shares are presently
issued and outstanding. Such shares are owned of record and beneficially by the
Shareholders and in the amounts reflected in Schedule A. XG has not granted,
issued or agreed to grant, issue or make available any warrants, options,
subscription rights or any other commitments of any character relating to the
unissued shares of capital stock of XG. All of the XG Shares are duly authorized
and validly issued, fully paid and non-assessable.
3.10 TAXES. All required tax returns or federal, state, county,
municipal, local, foreign and other taxes and assessments have been properly
prepared and filed by XG for all years for which such returns are due unless an
extension for filing any such return has been properly prepared and filed. Any
and all federal, state, county, municipal, local, foreign and other taxes,
assessments, including any and all interest, penalties and additions imposed
with respect to such amounts have been paid or provided for.
3.11 FULL DISCLOSURE. No representation or warranty by XG in this
Agreement or in any document or schedule to be delivered by them pursuant
hereto, and no written statement, certificate or instrument furnished or to be
furnished to RPHI pursuant hereto or in connection with the negotiation,
execution or performance of this Agreement contains, or will contain, any untrue
statement of a material fact or omits, or will omit, to state any fact necessary
to make any statement herein or therein not materially misleading or necessary
to a complete and correct presentation of all material aspects of the businesses
of XG.
SECTION 4. REPRESENTATIONS OF RPHI
RPHI hereby represents and warrants to XG and the Shareholders as
follows:
4.1 ORGANIZATION AND GOOD STANDING. RPHI is a corporation duly
organized, validly existing and in good standing under the laws of Nevada, and
is entitled to own or lease its properties and to carry on its business as and
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in the places where such properties are now owned, leased or operated and such
business is now conducted. RPHI is qualified to do business as a foreign
corporation in each jurisdiction, if any, in which its property or business
requires such qualification. RPHI does not have any subsidiaries.
4.2 AUTHORIZATION; ENFORCEABILITY; NO BREACH. RPHI has all necessary
corporate power and authority to execute this Agreement and perform its
obligations hereunder. This Agreement constitutes the valid and binding
obligation of RPHI enforceable against RPHI in accordance with its terms, except
as may be limited by bankruptcy, moratorium, insolvency or other similar laws
generally affecting the enforcement of creditors' rights. The execution,
delivery and performance of this Agreement by RPHI and the consummation of the
transactions contemplated hereby will not:
(a) violate any provision of the Charter or By-Laws of RPHI;
(b) violate, conflict with or result in the breach of any of the
terms of, result in a material modification of, otherwise give
any other contracting party the right to terminate, or
constitute ( or with notice or lapse of time or both
constitute) a default under, any contract or other agreement
to which RPHI is a party or by or to which it or any of its
assets or properties may be bound or subject;
(c) violate any order, judgment, injunction, award or decree of
any court, arbitrator or governmental or regulatory body
against, or binding upon, RPHI, or upon the properties or
business of RPHI; or
(d) violate any statute, law or regulation of any jurisdiction
applicable to the transactions contemplated herein which could
have a material adverse effect on the business or operations
of RPHI.
4.3 THE RPHI SHARES. The RPHI Shares to be issued to the Shareholders
have been, or on or prior to the Closing will have been, duly authorized by all
necessary corporate and shareholder actions and, when so issued in accordance
with the terms of this Agreement, will be validly issued, fully paid and
non-assessable and will not be issued in violation of the pre- emptive or
similar rights of any person.
4.4 FINANCIAL STATEMENTS. RPHI has delivered or will deliver to XG (a)
the unaudited balance sheets of RPHI as at December 31, 2002 and 2001, and the
related statements of operations, stockholders' equity and cash flows for each
the two fiscal years then ended, including the notes thereto, and (b) the
unaudited balance sheet of RPHI as at September 31, 2003 and the related
statement of operations for the nine months then ended (collectively, the "RPHI
Financial Statements"). The RPHI Financial Statements have been prepared by
management in accordance with generally accepted accounting principles,
consistently applied, during the periods involved (except (y) as may be
otherwise indicated in such financial statements or the notes thereto, or (z) in
the case of unaudited interim statements, to the extent they may exclude
footnotes or may be condensed or summary statements) and fairly present in all
material respects the financial position of RPHI as of the dates thereof and the
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results of its operations and cash flows for the periods then ended (subject, in
the case of unaudited statements, to normal year-end audit adjustments). RPHI
has no reason to believe that its financial statements cannot be audited in
accordance with generally accepted accounting principles and the rules and
regulations of the United States Securities and Exchange Commission.
4.5 NO MATERIAL ADVERSE CHANGES. Since the date of the RPHI financial
Statements, there has been no material adverse change in the assets, operations,
financial condition or prospects of RPHI, taken as a whole.
4.6 BOOKS AND RECORDS. The financial records of RPHI and its
subsidiaries accurately reflect in all material respects the information
relating to the business of RPHI and the subsidiaries, the location and
collection of their assets, and the nature of all transactions giving rise to
the obligations or accounts receivable of RPHI.
4.7 COMPLIANCE WITH LAWS. RPHI has complied with all federal, state,
county and local laws, ordinances, regulations, inspections, orders, judgments,
injunctions, awards or decrees applicable to it or its business which, if not
complied with, would materially and adversely affect the business or financial
condition of RPHI.
4.8 LITIGATION. There is no action, suit or proceeding pending or
threatened, or any investigation, at law or in equity, before any arbitrator,
court or other governmental authority, pending or threatened, nor any judgment,
decree, injunction, award or order outstanding, against or in any manner
involving RPHI or any of RPHI's properties or rights which (a) could reasonably
be expected to have a material adverse effect on RPHI taken as a whole, or (b)
could reasonably be expected to materially and adversely affect consummation of
any of the transactions contemplated by this Agreement.
4.9 BROKERS OR FINDERS. No broker's or finder's fee will be payable by
RPHI in connection with the transaction contemplated by this Agreement, nor will
any such fee be incurred as a result of any actions by RPHI.
4.10 ASSETS; OPERATIONS. RPHI has no assets. RPHI is inactive and
currently engages in no business operations.
4.11 LIABILITIES. RPHI has not suffered or incurred any material direct
or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation
or responsibility, including without limitation, liabilities on account of
taxes, other governmental charges or legal proceedings ("Liabilities") other
than previously discharged Liabilities.
4.12 CAPITALIZATION. The authorized capital stock of RPHI consists of
25,000,000 shares of common stock of which 2,472,817 shares are presently issued
and outstanding. RPHI has not granted, issued or agreed to grant, issue or make
available any warrants, options, subscription rights or any other commitments of
any character relating to the unissued shares of capital stock of RPHI. All of
the issued and outstanding capital stock of RPHI has been duly authorized and
validly issued, fully paid and non-assessable, and was issued in compliance with
applicable securities laws.
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3.12 TAXES. All required tax returns or federal, state, county,
municipal, local, foreign and other taxes and assessments have been properly
prepared and filed by RPHI for all years for which such returns are due unless
an extension for filing any such return has been properly prepared and filed.
Any and all federal, state, county, municipal, local, foreign and other taxes,
assessments, including any and all interest, penalties and additions imposed
with respect to such amounts have been paid or provided for.
4.13 FULL DISCLOSURE. No representation or warranty by RPHI in this
Agreement or in any document or schedule to be delivered by them pursuant
hereto, and no written statement, certificate or instrument furnished or to be
furnished to XG pursuant hereto or in connection with the negotiation, execution
or performance of this Agreement contains, or will contain, any untrue statement
of a material fact or omits, or will omit, to state any fact necessary to make
any statement herein or therein not materially misleading or necessary to a
complete and correct presentation of all material aspects of the businesses of
RPHI.
5.1 EXAMINATIONS AND INVESTIGATIONS. Prior to the Closing Date, the
parties acknowledge that they have been entitled, through their employees and
representatives, to make such investigation and verification of the assets,
properties, business and operations, books, records and financial condition of
the other, including communications with suppliers, vendors and customers, as
they each may reasonably require. No investigation by a party hereto shall,
however, diminish or waiver in any way any of the representations, warranties,
covenants or agreements of the other party under this Agreement. Consummation of
this Agreement shall be subject to the fulfillment of due diligence procedures
to the reasonable satisfaction of each of the parties hereto and their
respective counsel.
5.2 EXPENSES. Each party hereto agrees to pay its own costs and
expenses incurred in negotiating this Agreement and consummating the
transactions described herein.
5.3 FURTHER ASSURANCES. The parties shall execute such documents and
other papers and take such further action as may be reasonably required or
desirable to carry out the provisions hereof and the transactions contemplated
hereby. Each such party shall use its best efforts to fulfill or obtain in the
fulfillment of the conditions to the Closing, including, without limitation, the
execution and delivery of any documents or other papers, the execution and
delivery of which are necessary or appropriate to the Closing.
5.4 CONFIDENTIALITY. In the event the transactions contemplated by this
Agreement are not consummated, each of the parties hereto agree to keep
confidential any information disclosed to each other in connection therewith;
provided, however, such obligation shall not apply to information which:
(a) at the time of disclosure was public knowledge;
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(b) after the time of disclosure becomes public knowledge (except
due to the action of the receiving party); or
(c) the receiving party had within its possession at the time of
disclosure.
5.5 STOCK CERTIFICATES AND CONSIDERATION. At the Closing, the
Shareholders shall have delivered the certificates representing the XG Shares
duly endorsed (or with executed stock powers) so as to make RPHI the sole owner
thereof. At such Closing, RPHI shall issue to the Shareholders, the RPHI Shares
as provided herein.
5.6 MANAGEMENT OF XG AND RPHI. On the Closing Date, the directors and
officers of RPHI shall resign and the designees of XG shall, from and after the
Closing Date, be the directors and officers of RPHI.
5.7 NO CHANGE TO CAPITALIZATION. From the date hereof and continuing to
the Closing Date, neither XG nor RPHI shall issue any shares of capital stock or
any securities convertible into capital stock, or enter into any agreement to do
so.
SECTION 6. THE CLOSING
The Closing shall take at a time and place mutually agreed upon by
RPHI, XG and the Shareholders following satisfaction or waiver of all conditions
precedent to Closing. At the Closing, the parties shall provide each other with
such documents as may be necessary or appropriate and customary in transactions
of this sort in order to consummate the transactions contemplated hereby,
including evidence of due authorization of the Agreement and the transactions
contemplated hereby.
SECTION 7. CONDITIONS PRECEDENT TO CLOSING
7.1 CONDITIONS PRECEDENT TO THE OBLIGATION OF RPHI TO ISSUE THE RPHI
SHARES. The obligation of RPHI to issue the RPHI Shares to the Shareholders and
to otherwise consummate the transactions contemplated hereby is subject to the
satisfaction, at or before the Closing, of each of the conditions set forth
below. These conditions are for the Company's sole benefit and may be waived by
the Company at any time in its sole discretion.
(a) Accuracy of XG's and the Shareholder's Representations and
Warranties. The representations and warranties of XG and the Shareholders will
be true and correct in all material respects as of the date when made and as of
the Closing Date, as though made at that time.
(b) Performance by XG and the Shareholders. XG and the Shareholders
shall have performed all agreements and satisfied all conditions required to be
performed or satisfied by them at or prior to the Closing.
(c) No Injunction. No statute, rule, regulation, executive order,
decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by any court or governmental authority of competent jurisdiction which
prohibits the consummation of any of the transactions contemplated by this
Agreement.
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(d) No Material Adverse Changes. There shall have been no adverse
effect on the business, operations, properties, prospects or financial condition
of XG that is material and adverse to XG, taken as a whole.
(e) Miscellaneous. XG and the Shareholders shall have delivered to RPHI
such other documents relating to the transactions contemplated by this Agreement
as RPHI may reasonably request.
7.2 CONDITIONS PRECEDENT TO THE OBLIGATION OF THE SHAREHOLDERS TO
EXCHANGE THEIR XG SHARES. The obligation of the Shareholders to exchange their
XG Share s for the RPHI Shares and to otherwise consummate the transactions
contemplated hereby is subject to the satisfaction, at or before the Closing, of
each of the conditions set forth below. These conditions are for the Company's
sole benefit and may be waived by the Company at any time in its sole
discretion.
(a) Accuracy of RPHI's Representations and Warranties. The
representations and warranties of RPHI will be true and correct in all material
respects as of the date when made and as of the Closing Date, as though made at
that time.
(b) Performance by RPHI. RPHI shall have performed all agreements and
satisfied all conditions required to be performed or satisfied by it at or prior
to the Closing.
(c) No Injunction. No statute, rule, regulation, executive order,
decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by any court or governmental authority of competent jurisdiction which
prohibits the consummation of any of the transactions contemplated by this
Agreement.
(d) No Material Adverse Changes. There shall have been no adverse
effect on the business, operations, properties, prospects or financial condition
of RPHI that is material and adverse to RPHI, taken as a whole.
(e) Miscellaneous. RPHI shall have delivered to the Shareholders such
other documents relating to the transactions contemplated by this Agreement as
the Shareholders may reasonably request.
SECTION 8. SURVIVAL AND WARRANTIES OF RPHI
Notwithstanding any right of XG and the Shareholders fully to
investigate the affairs of RPHI, XG and the Shareholders shall have the right to
rely fully upon the representations, warranties, covenants and agreements of
RPHI contained in this Agreement or in any document delivered by RPHI or any of
its representatives, in connection with the transactions contemplated by this
Agreement. All such representations, warranties, covenants and agreements shall
survive the execution and delivery hereof and the Closing Date hereunder for 12
months following the Closing.
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SECTION 9. SURVIVAL AND WARRANTIES
OF REPRESENTATIONS OF THESHAREHOLDERS
Notwithstanding any right of RPHI fully to investigate the affairs of
XG, RPHI has the right to rely fully upon the representations, warranties,
covenants and agreements of XG and the Shareholders contained in this Agreement
or in any document delivered to RPHI by the latter or any of its
representatives, in connection with the transactions contemplated by this
Agreement. All such representations, warranties, covenants and agreements shall
survive the execution and delivery hereof and the Closing Date hereunder for 12
months following the Closing.
10.1 Obligation of RPHI to Indemnify. Subject to the limitations on the
survival of representations and warranties contained in Section 8, RPHI hereby
agrees to indemnify, defend and hold harmless the Shareholders from and against
any losses, liabilities, damages, deficiencies, costs or expenses (including
interest, penalties and reasonable attorneys' fees and disbursements) (a "Loss")
based upon, arising out of, or otherwise due to any inaccuracy in or any breach
of any representation, warranty, covenant or agreement of RPHI contained in this
Agreement or in any document or other writing delivered pursuant to this
Agreement.
10.2 Obligation of the Shareholders to Indemnify. Subject to the
limitations on the survival of representations and warranties contained in
Section 9, the Shareholders agree to indemnify, defend and hold harmless RPHI to
the extent provided for herein from and against any Loss based upon, arising out
of, or otherwise due to any inaccuracy in or any breach of any representation,
warranty, covenant or agreement made by any of them and contained in this
Agreement or in any document or other writing delivered pursuant to this
Agreement.
11.1 Waivers. The waiver of a breach of this Agreement or the failure
of any party hereto to exercise any right under this agreement shall in no event
constitute waiver as to any future breach whether similar or dissimilar in
nature or as to the exercise of any further right under this Agreement.
11.2 Amendment. This Agreement ma be amended or modified only by an
instrument of equal formality signed by the parties or the duly authorized
representatives of the respective parties.
11.3 ASSIGNMENT. This Agreement is not assignable except by operation
of law.
11.4 NOTICES. Until otherwise specified in writing, the mailing
addresses of both parties of this Agreement shall be as follows:
The Shareholders: To their addresses set forth on Schedule A.
RPHI: Retinapharma International, Inc.
000 X. Xxxxxxxx Xxxxxx, #000 Xxxxxxxxxx, XX 00000
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Any notice or statement given under this Agreement shall be deemed to have been
given if sent by registered mail addressed to the other party at the address
indicated above or at such other address as may be furnished in writing to the
addressor.
11.5 GOVERNING LAW; VENUE. This Agreement shall be governed and
construed in accordance with the laws of the State of Florida, without regard to
the conflicts of law provisions thereof. Each party hereby irrevocably submits
to the exclusive jurisdiction of the state and federal courts sitting in the
County of Broward or Palm Beach, State of Florida, for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or
proceeding is brought in an inconvenient forum or that the venue of such suit,
action or proceeding is improper. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof to such party at the address for such
notices to it under this agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. If any provision of this agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this agreement in that
jurisdiction or the validity or enforceability of any provision of this
agreement in any other jurisdiction. EACH PARTY HERETO IRREVOCABLY WAIVES ANY
RIGHT TO TRIAL BY JURY.
11.6 PUBLICITY. No publicity release or announcement concerning this
Agreement or the transactions contemplated hereby shall be issued by either
party hereto at any time from the signing hereof without advance approval in
writing of the form and substance thereof by the other party.
11.7 ENTIRE AGREEMENT. This Agreement (including the Exhibits and
Schedules hereto) and the collateral agreements executed in connection with the
consummation of the transactions contemplated herein contain the entire
agreement among the parties with respect to the purchase and issuance of the XG
Shares and the RPHI Shares and related transactions, and supersede all prior
agreements, written or oral, with respect thereto.
11.8 HEADINGS. The headings in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
11.9 SEVERABILITV OF PROVISIONS. The invalidity or unenforceability of
any term, phrase, clause, paragraph, restriction, covenant, agreement or other
provision of this Agreement shall in no way affect the validity or enforcement
of any other provision or any part thereof.
11.10 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which, when so executed, shall constitute an original copy
hereof, but all of which together shall consider but one and the same document.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
RETINAPHARMA INTERNATIONAL, INC.
By: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, President
XTRA-GOLD RESOURCES, INC.
By: /s/ Xxxx Xxxx
Xxxx Xxxx, President
SHAREHOLDERS:
/s/ Xxxx Xxxx
Xxxx Xxxx
/s/ Xxx XxXxxxxxx
Xxx XxXxxxxxx
Brokton International Ltd.
By: /s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx, President
CaribGold Minerals Inc.
By: /s/ Xxxx Xxxx
Xxxx Xxxx, President
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SCHEDULE A
SHAREHOLDERS OF XG
NAME AND ADDRESS OF NUMBER OF XG SHARES NUMBER OF RPHI SHARES
Xxxx Xxxx .......................... 5,000,000 5,000,000
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxx XX X0X 0X0
Xxx XxXxxxxxx ...................... 5,000,000 5,000,000
000 Xxxxx Xxxxxx
Xxxxxxxx XX X0X 0X0
Brokton International Ltd. ......... 50,000 50,000
X.X. Xxx 000, Design House ......... 50,000 50,000
Providenciales, Turks & Caicos
British West Indies
CaribGold Minerals Inc. ............ 20,000 20,000
Xxxxx 0000
00 Xxxxx Xxxxxx
Xxxxxxx XX X0X 0X0
TOTALS ............................. 10,070,000 10,070,000
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