ACQUISITION AGREEMENT
This Agreement, entered into and effective the 22nd day of February,
2005, by, between and among Softwall Equipment, Corp., a corporation
organized under the laws of the Utah (hereinafter the "Purchaser"), and the
Shareholders ("the Shareholders") of Inncardio, Inc., a Delaware corporation
(hereinafter the "Company").
Witnesseth:
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WHEREAS, Purchaser wishes to acquire, and Shareholders are willing to
exchange, all of the outstanding stock of the Company in exchange for common
stock of the Purchaser;
NOW, THEREFORE, in consideration of the mutual terms and covenants set
forth herein, Purchaser and Shareholders approve and adopt this Acquisition
Agreement and mutually covenant and agree with each other as follows:
ARTICLE I
Shares to be Transferred and Shares to be Issued
--------------------------------------------------
1. a. On the closing date the Shareholders shall transfer to Purchaser
certificates for the number of shares of the common stock of the Company
described in Schedule "A", attached hereto and incorporated herein, which in
the aggregate shall represent all of the issued and outstanding shares of
stock of the Company. Such certificates shall be duly endorsed in blank by
Shareholders or accompanied by duly executed stock powers in blank with
signatures guaranteed. Alternatively, the shareholders may assign their
rights to the shares if the shares have not been physically issued in the
form of stock certificates, or if the certificates have been lost.
b. In exchange for the transfer of the common stock of the Company
pursuant to sub-section 1.a. hereof, Purchaser shall on the closing date and
contemporaneously with such transfer of the common stock of the Company to it
by the Shareholders, or rights thereto, issue and deliver to the Shareholders
the number of shares of common stock of the Purchaser specified on Schedule
"B" hereof. (See Paragraph 10.03 (e)).
2. The parties intend that this acquisition and exchange of shares is
to be a "tax free" exchange/transaction pursuant to Section 368(a)(1)(b) of
the Internal Revenue Code of the United States.
ARTICLE II
Representations and Warranties of Shareholders
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2.01 Ownership of Stock.
-------------------
Shareholders are the record owners and holders of the number of fully
paid and non-assessable shares of the Company listed in Schedule "A" hereto
as of the date hereof and will continue to own such shares of the stock of
the Company until the delivery thereof to the Purchaser on the closing date
and all such shares of stock are or will be on the closing date owned free
and clear of all liens, encumbrances, charges and assessments of every nature
and subject to no restrictions with respect to transferability. The
Shareholders will have full power and authority to assign and transfer their
shares of the Company in accordance with the terms hereof.
ARTICLE III
Representations and Warranties of the Company and the Shareholders
-------------------------------------------------------------------
3.01 Capitalization.
---------------
Except for this Agreement, there are no outstanding options, contracts,
calls, commitments, agreements or demands of any character relating to the
stock of the Company owned by Shareholders.
3.02 Organization and Authority.
---------------------------
(a) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware, with all requisite
corporate power and authority to own, operate and lease its properties and to
carry on its business as now being conducted, is duly qualified and in good
standing in every jurisdiction in which the property owned, leased or
operated by it, or the nature of the business conducted by it, makes such
qualification necessary to avoid material liability or material interference
in its business operations, and is not subject to any agreement, commitment
or understanding which restricts or may restrict the conduct of its business
in any jurisdiction or location. The Company is presently qualified to do
business in the States of Delaware and New York.
(b) The outstanding shares of the Company are legally and validly
issued, fully paid and non-assessable.
(c) The Company does not own five percent (5%) or more of the
outstanding stock of any corporation, except as listed on the Disclosure
Statement.
(d) The minute book of the Company made available to Purchaser contains
complete and accurate records of all meetings and other corporate actions of
the shareholders and the Board of Directors (and any committee thereof) of
the Company.
(e) The Disclosure Statement contains a list of the officers, directors
and shareholders of the Company and copies of the articles of incorporation
and by-laws currently in effect of the Company.
(f) The execution and delivery of this Agreement does not, and the
consummation of the transaction contemplated hereby will not, subject to the
approval and adoption by the Shareholders of the Company, violate any
provision of the certificate/articles of incorporation or bylaws of the
Company, or any provisions thereof, or result in the acceleration of any
obligation under, any mortgage, lien, lease, agreement, instrument, court
order, arbitration award, judgment or decree to which the Company is a party,
or by which it is bound, and will not violate any other restriction of any
kind or character to which it is subject.
(g) The authorized capital stock of the Company is One thousand Five
Hundred (1,500) shares of common stock, $0.001 par value, of which
approximately One Thousand Five Hundred (1,500) shares of such stock will
be issued and outstanding at the time of closing.
3.03 Financials.
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(a) Un-audited financial statements (hereafter "financial statements")
of the Company for the year ending December 31, 2004, have been delivered by
the Company to the Purchaser. Said financial statements are true and correct
in all material respects and present an accurate and complete disclosure of
the financial condition of the Company as of its date and for the periods
covered.
(b) All accounts receivable, if any, (net of reserves for doubtful
accounts) of the Company shown on the books of account on the statement date
and as incurred in the normal course of business since that date, are
collectible in the normal course of business.
(c) The Company has good and marketable title to all of its assets,
business and properties including, without limitation, all such properties
reflected in the balance sheet as of the statement date except as disposed of
in the normal course of business, free and clear of any mortgage, lien,
pledge, charge, claim or encumbrance, except as shown on said balance sheet
as of the statement date and, in the case of real properties except for
rights-of-way and easements which do not adversely affect the use of such
property. Any encumbrances will be included in the attached Disclosure
Statement.
(d) All currently used property and assets of the Company, or in which
it has an interest, or which it has in possession, are in good operating
condition and repair subject only to ordinary wear and tear.
3.04 Changes Since the Statement Date.
---------------------------------
Since the financial statement date, except as disclosed in the
Disclosure Statement, there will not have been any material negative change
in the financial position or assets of the Company.
3.05 Liabilities.
------------
To the best of the knowledge of management, there are no material
liabilities of the Company, whether accrued, absolute, contingent or
otherwise, which arose or relate to any transaction of the Company, its
agents or servants occurring prior to the statement date, which are not
disclosed by or reflected in said financial statements, except as disclosed
in the Disclosure Statement. There are no such liabilities of the Company
which have arisen or relate to any transaction of the Company, its agents or
servants, occurring since the statement date, other than normal liabilities
incurred in the normal conduct of the business of the Company, and none of
which have a material adverse effect on the business or financial condition
of the Company, except as disclosed in the Disclosure Statement. As of the
date hereof, there are no known circumstances, conditions, happenings, events
or arrangements, contractual or otherwise, which may hereafter give rise to
liabilities, except in the normal course of business of the Company, except
as disclosed in the Disclosure Statement.
3.06 Taxes.
------
All federal, foreign, county and local income, ad valorem, excise,
profits, franchise, occupation, property, sales, use gross receipts and other
taxes (including any interest or penalties relating thereto) and assessments
which are due and payable have been duly reported, fully paid and discharged
as reported by the Company, and there are no unpaid taxes which are, or could
become a lien on the properties and assets of the Company, except as provided
for in the financial statements of their date, or have been incurred in the
normal course of business of the Company since that date. All tax returns of
any kind required to be filed have been filed and the taxes paid or accrued.
3.07 Accuracy of All Statements Made by Company.
-------------------------------------------
No representation or warranty by the Company and Shareholders in
this Agreement, nor any statement, certificate, schedule or exhibit hereto
furnished or to be furnished by or on behalf of the Shareholders pursuant to
this Agreement, nor any document or certificate delivered to Purchaser
pursuant to this Agreement or in connection with actions contemplated hereby,
contains or shall contain any untrue statement of material fact or omits or
shall omit a material fact necessary to make the statement contained therein
not misleading.
3.08 Limitation of Subsequent Corporate Actions.
-------------------------------------------
It is expressly understood and agreed that the Company, and its
affiliates and shareholders, will take all steps necessary to insure that
with respect to the operations of the Purchaser for a period of eighteen
months following the Acquisition, 1) there shall be no reverse split, 2) no
stock shall be issued for less than $1.00 per share, and 3) the assets
existing in the new subsidiary, or to be transferred in the new subsidiary,
shall remain in place as part of the business operations.
ARTICLE IV
Representations and Warranties of Purchaser
---------------------------------------------
Purchaser represents and warrants as follows, such representations and
warranties to be true and correct both at the date hereof and at the closing,
unless otherwise indicated:
4.01 Organization and Authority.
---------------------------
The Purchaser is a corporation duly organized, validly existing and
in good standing under the laws of the State of Utah, with full power and
authority to enter into and perform the transactions contemplated by this
Agreement, and with all requisite corporate power and authority to own,
operate and lease its properties and to carry on its business as now being
conducted, is duly qualified and in good standing in every jurisdiction in
which the property owned, leased or operated by it, or the nature of the
business conducted by it, makes such qualification necessary to avoid
material liability or material interference in its business operations, and
is not subject to any agreement, commitment or understanding which restricts
or may restrict the conduct of its business in any jurisdiction or location.
The Purchaser is presently qualified to do business Nevada.
(a) The outstanding shares of the Purchaser are legally and validly
issued, fully paid and non-assessable.
(b) The Purchaser does not own five percent (5%) or more of the
outstanding stock of any corporation, except as listed on the Disclosure
Statement.
(c) The minute book of the Purchaser made available to the Company and
Shareholders contains complete and accurate records of all meetings and other
corporate actions of the shareholders and the Board of Directors (and any
committee thereof) of the Purchaser.
(d) The Disclosure Statement contains a list of the officers, directors
and shareholders of the Purchaser and copies of the articles of incorporation
and by-laws currently in effect of the Purchaser.
(e) The execution and delivery of this Agreement does not, and the
consummation of the transaction contemplated hereby will not violate any
provision of the certificate/articles of incorporation or bylaws of the
Purchaser, or any provisions thereof, or result in the acceleration of any
obligation under, any mortgage, lien, lease, agreement, instrument, court
order, arbitration award, judgment or decree to which the Purchaser is a
party, or by which it is bound, and will not violate any other restriction of
any kind or character to which it is subject.
(f) The authorized capital stock of the Purchaser is 50 million
(50,000,000) shares of common stock, $.001 par value, of which, at the
closing, after giving effect to the transactions contemplated by this
Agreement, approximately eighteen million shares (18,000,000) shall be issued
and outstanding at time of closing.
(g) Purchaser represents that at the time of closing it will have no
assets or liabilities other than that which is reflected in its audited
financial statements.
(h) Purchaser represents that at the time of closing it has taken all
necessary steps to comply with all applicable state and federal securities
laws and regulations and that, to the knowledge of the Purchaser, at the time
of closing, there is no litigation, arbitration, governmental or other
proceeding (formal or informal), claim or investigation pending or
threatened, with respect to the Purchasers compliance with any and all
applicable securities laws and regulations.
(i) At the time of closing, without taking into account any of the
Shareholders, Purchaser shall have approximately 70 shareholders.
(j) Purchaser is in compliance with all laws and regulations,
including, without limitation, securities laws; Purchaser has made all
filings, reports and registrations, and furnished all notices or
notifications, required to be filed or made under applicable securities laws
(all of the foregoing, "SEC Reports"); and all of Purchaser's SEC Reports
comply as to form and substance with applicable securities laws and none
contains a material misstatement of fact or omits to state a fact the
omission of which would be materially misleading.
4.02 Performance of This Agreement.
------------------------------
The execution and performance of this Agreement and the issuance of
stock contemplated hereby, including stock that may be issued upon the
exercise of the option agreements referred in Section 2.02, has been
authorized by the board of directors of Purchaser.
4.03 Financials.
-----------
(a) True copies of the audited financial statements of the
Purchaser as of December 31, 2003 have been delivered by the Purchaser.
These statements have been examined and certified by certified public
accountants. Un-audited Interim financial statements through September 30,
2004 have also been delivered to the Company. Said financial statements are
true and correct in all material respects and present an accurate and
complete disclosure of the financial condition and earnings of the Purchaser
for the periods covered, in accordance with generally accepted accounting
principles applied on a consistent basis.
(b) All accounts receivable, if any, (net of reserves for doubtful
accounts) of the Purchaser shown on financial statement, and as incurred in
the normal course of business since that date, are collectible in the normal
course of business.
(c) The Purchaser has good and marketable title to all of its
assets, business and properties including, without limitation, all such
properties reflected in the aforementioned balance sheet, except as disposed
of in the normal course of business, free and clear of any mortgage, lien,
pledge, charge, claim or encumbrance, except as shown on said balance sheet,
and, in the case of real properties, except for rights-of-way and easements
which do not adversely affect the use of such property.
4.04 Changes Since Date of Financial Statements.
-------------------------------------------
Since the date of the financial statements, except as disclosed in
writing, there has not been any material change in the financial position or
assets of the Purchaser.
4.05 Accuracy of All Statements Made by Purchaser.
---------------------------------------------
No representation or warranty by the Purchaser in this Agreement,
nor any statement, certificate, schedule or exhibit hereto furnished or to be
furnished by the Purchaser pursuant to this Agreement, nor any document or
certificate delivered to the Company or the Shareholders pursuant to this
Agreement or in connection with actions contemplated hereby, contains or
shall contain any untrue statement of material fact or omits or shall omit a
material fact necessary to make the statement contained therein not
misleading.
4.06 Legality of Shares to be Issued.
--------------------------------
The shares of common stock of Purchaser to be delivered pursuant to
this Agreement, when so delivered, will have been duly and validly authorized
and issued by Purchaser and will be fully paid and non-assessable.
4.07 No Covenant as to Tax Consequences.
------------------------------------
It is expressly understood and agreed that neither Purchaser nor
its officers or agents has made any warranty or agreement, expressed or
implied, as to the tax consequences of the transactions contemplated by this
Agreement or the tax consequences of any action pursuant to or growing out of
this Agreement.
ARTICLE V
Covenants of Shareholders
--------------------------
5.01 Access to Information.
----------------------
Purchaser and its authorized representatives shall have full access
during normal business hours to all properties, books, records, contracts and
documents of the Company, and the Company shall furnish or cause to be
furnished to Purchaser and its authorized representative all information with
respect to its affairs and business of the Company as Purchaser may
reasonably request.
5.02 Actions Prior to Closing.
-------------------------
From and after the date of this Agreement and until the closing
date, the Company shall not materially alter its business.
ARTICLE VI
Conditions Precedent to Purchaser's Obligations
------------------------------------------------
Each and every obligation of Purchaser to be performed on the closing
date shall be subject to the satisfaction of the Purchaser of the following
conditions:
6.01 Truth of Representations and Warranties.
----------------------------------------
The representations and warranties made by the Company and
Shareholders in this Agreement or given on its behalf hereunder shall be
substantially accurate in all material respects on and as of the closing date
with the same effect as though such representations and warranties had been
made or given on and as of the closing date.
6.02 Compliance with Covenants.
--------------------------
Shareholders shall have performed and complied with all obligations
under this Agreement which are to be performed or complied with by them prior
to or on the closing date, including the delivery of the closing documents
specified hereafter.
6.03 Absence of Suit.
----------------
No action, suit or proceedings before any court or any governmental
or regulatory authority shall have been commenced or threatened and, no
investigation by any governmental or regulatory authority shall have been
commenced, against the Shareholders, the Company or any of the affiliates,
associates, officers or directors of any of them, seeking to restrain,
prevent or change the transactions contemplated hereby, or questioning the
validity or legality of any such transactions, or seeking damages in
connection with any of such transactions.
6.04 Receipt of Approvals, Etc.
--------------------------
All approvals, consents and/or waivers that are necessary to effect
the transactions contemplated hereby shall have been received.
6.05 No Material Adverse Change.
---------------------------
As of the closing date there shall not have occurred any material
adverse change which materially impairs the ability of the Company to conduct
its business or the earning power thereof on the same basis as in the past.
6.06 Accuracy of Financial Statement.
--------------------------------
Purchaser and its representatives shall be satisfied as to the
accuracy of all balance sheets, statements of income and other financial
statements of the Company furnished to Purchaser herewith.
6.07 Proceedings and Instruments Satisfactory; Certificates.
-------------------------------------------------------
All proceedings, corporate or otherwise, to be taken in connection
with the transactions contemplated by this Agreement shall have occurred and
all appropriate documents incident thereto as Purchaser may request shall
have been delivered to Purchaser. The Company and the Shareholders shall
have delivered certificates in such detail as Purchaser may request as to
compliance with the conditions set forth in this Article 6.
ARTICLE VII
Conditions Precedent to Obligations
of the Company and Shareholders
------------------------------------
Each and every obligation of the Company and shareholders to be
performed on the closing date shall be subject to the satisfaction prior
thereto of the following conditions:
7.01 Truth of Representations and Warranties.
----------------------------------------
The representations and warranties of Purchaser contained in this
Agreement shall be true at and as of the closing date as though such
representations and warranties were made at and as of the transfer date.
7.02 Purchaser's Compliance with Covenants.
--------------------------------------
Purchaser shall have performed and complied with its obligations
under this Agreement which are to be performed or complied with by it prior
to or on the closing date.
7.03 Absence of Suit.
----------------
No action, suit or proceedings before any court or any governmental
or regulatory authority shall have been commenced or threatened and, no
investigation by any governmental or regulatory authority shall have been
commenced against Purchaser, or any of the affiliates, associates, officers
or directors of the Purchaser seeking to restrain, prevent or change the
transactions contemplated hereby, or questioning the validity or legality of
any such transactions, or seeking damages in connection with any of such
transactions.
7.04 Receipt of Approvals, Etc.
--------------------------
All approvals, consents and/or waivers that are necessary to effect
the transactions contemplated hereby shall have been received.
7.05 No Material Adverse Change.
---------------------------
As of the closing date there shall not have occurred any material
adverse change which materially impairs the ability of the Purchaser to
conduct its business or the earning power thereof on the same basis as in the
past.
7.06 Accuracy of Financial Statements.
---------------------------------
The Company and the Shareholders shall be satisfied as to the
accuracy of all balance sheets, statements of income and other financial
statements of the Purchaser furnished to the Company herewith.
7.07 Proceedings and Instruments Satisfactory; Certificates.
-------------------------------------------------------
All proceedings, corporate or otherwise, to be taken in connection
with the transactions contemplated by this Agreement shall have occurred and
all appropriate documents incident thereto as the Company may request shall
have been delivered to the Company. The Purchaser shall have delivered
certificates in such detail as the Shareholders may request as to compliance
with the conditions set forth in this Article 7.
ARTICLE VIII
Indemnification
-----------------
The Shareholders and the Company shall indemnify Purchaser for any loss,
cost, expense or other damage suffered by Purchaser resulting from, arising
out of, or incurred with respect to the falsity or the breach of any
representation, warranty or covenant made by the Company herein. Purchaser
shall indemnify and hold the Shareholders harmless from and against any loss,
cost, expense or other damage (including, without limitation, attorneys' fees
and expenses) resulting from, arising out of, or incurred with respect to, or
alleged to result from, arise out of or have been incurred with respect to,
the falsity or the breach of any representation, covenant, warranty or
agreement made by Purchaser herein.
ARTICLE IX
Security Act Provisions
------------------------
9.01 Restrictions on Disposition of Shares.
--------------------------------------
Shareholders covenant and warrant that the shares received are
acquired for their own accounts and not with the present view towards the
distribution thereof and will not dispose of such shares except (i) pursuant
to an effective registration statement under the Securities Act of 1933, as
amended, or (ii) in any other transaction which, in the opinion of counsel,
acceptable to Purchaser, is exempt from registration under the Securities Act
of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder. In order to effectuate the covenants of this
sub-section, an appropriate endorsement will be placed upon each of the
certificates of common stock of the Purchaser at the time of distribution of
such shares pursuant to this Agreement, and stop transfer instructions shall
be placed with the transfer agent for the securities.
9.02 Notice of Limitation Upon Disposition.
--------------------------------------
Each Shareholder is aware that the shares distributed pursuant to
this Agreement will not have been registered pursuant to the Securities Act
of 1933, as amended; and, therefore, under current interpretations and
applicable rules, the shareholder will probably have to retain such shares
for a period of at least one year and at the expiration of such one year
period sales may be confined to brokerage transactions of limited amounts
requiring certain notification filings with the Securities and Exchange
Commission and such disposition may be available only if the Purchaser is
current in its filings with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, or other public disclosure requirements,
and the other limitations imposed thereby on the disposition of shares of the
Purchaser. Additionally, "affiliates" owning shares will be subject to
additional restrictions limiting sales.
9.03 Limited Public Market for Common Shares.
----------------------------------------
Each Shareholder acknowledges that the common shares being issued
pursuant to this agreement currently have a limited public market in which
the shares may be liquidated and there is no assurance that such pubic market
will grow or develop.
ARTICLE X
Closing
--------
10.01 Time.
-----
The closing of this transaction ("closing") shall be effective
on such date set by the parties, on only after shareholder approval of the
reverse split of the Company's common stock. Such date is referred to in
this agreement as the "closing date."
10.02 Documents To Be Delivered by Shareholders.
------------------------------------------
At the closing Shareholders shall deliver to Purchaser the
following documents:
(a) Certificates or assignments for all shares of stock of the Company
in the manner and form required by sub-section 1.01 hereof.
(b) A certificate signed by the President of the Company that the
representations and warranties made by the Company in this Agreement are true
and correct on and as of the closing date with the same effect as though such
representations and warranties had been made on or given on and as of the
closing date and that Shareholders have performed and complied with all of
their obligations under this Agreement which are to be performed or complied
with by or prior to or on the closing date.
(c) A copy of the by-laws of the Company certified by its secretary and
a copy of the certificate of incorporation of the Company.
(d) Certificates or letters from Shareholders evidencing the taking of
the shares in accordance with the provisions of this agreement and their
understanding of the restrictions thereunder.
(e) Such other documents of transfer, certificates of authority and
other documents as Purchaser may reasonably request.
(f) A certified copy of the duly adopted resolutions of the board
of directors of the Company authorizing or ratifying the execution and
performance of this Agreement and authorizing or ratifying the acts of its
officers and employees in carrying out the terms and provisions thereof.
10.03 Documents To Be Delivered by Purchaser.
---------------------------------------
At the closing Purchaser shall deliver to Shareholders the
following documents:
(a) Certificates for the number of shares of common stock of
Purchaser as determined in Article 1 hereof.
(b) A certified copy of the duly adopted resolutions of the board
of directors of Purchaser authorizing or ratifying the execution and
performance of this Agreement and authorizing or ratifying the acts of its
officers and employees in carrying out the terms and provisions thereof.
(c) A certificate signed by the President of the Purchaser that
the representations and warranties made by the Purchaser in this Agreement
are true and correct on and as of the closing date with the same effect as
though such representations and warranties had been made on or given on and
as of the closing date and that the Purchaser has performed and complied
with all of their obligations under this Agreement which are to be performed
or complied with by or prior to or on the closing date.
(d) Documents for the appointment of new management and the
resignation of current management.
(e) Confirmation that the Purchaser has no assets and no
liabilities and that with the issuance of 16,500,000 shares to the
shareholders of the Company, there will be a total of approximately
18,000,000 shares issued and outstanding.
ARTICLE XI
Termination and Abandonment
---------------------------
This Agreement may be terminated and the transaction provided for by
this Agreement may be abandoned without liability on the part of any part to
any other, at any time before the closing date, or on a post closing basis as
provided previously herein:
(a) By mutual consent of Purchaser and the Shareholders;
(b) By Purchaser if any of the conditions provided for in Article 6 of
this Agreement have not been met and have not been waived in writing by
Purchaser.
(c) By the Company if any of the conditions provided for in Article 7
of this Agreement have not been met and have not been waived in writing by
the Company.
In the event of termination and abandonment by any party as above
provided in this Article, written notice shall forthwith be given to the
other party, and each party shall pay its own expenses incident to
preparation for the consummation of this Agreement and the transactions
contemplated hereunder.
ARTICLE XII
Miscellaneous
--------------
1. Notices.
--------
All notices, requests, demands and other communications hereunder
shall be deemed to have been duly given, if delivered by hand or mailed,
certified or registered mail with postage prepaid:
(a) If to the Company or the Shareholders, to Xxxxxx Xxxxxxxxx,
Bioaccelerate. at 000 Xxxxx Xxxxxx, Xxx Xxxx, XX, 00000 Reference:
Inncardio Inc., or to such other person and place as the Company shall
furnish to Purchaser in writing; or
(b) If to Purchaser, to Softwall Equipment, Corp., c/o Xxxxxx X.
Xxxxx Law Office, 0000 Xxxxxxxx Xxxx., Xxxxxxxx, Xxxx 00000 or to such other
person and place as Purchaser shall furnish to Company in writing.
2. Announcements.
--------------
Announcements concerning the transactions provided for in this
Agreement by either the Company or Purchaser shall be subject to the approval
of the other in all essential respects, except that the approval of the
Company shall not be required as to any statements and other information
which Purchaser may submit to its shareholders.
3. Default.
--------
Should any party to this Agreement default in any of the covenants,
conditions, or promises contained herein, the defaulting party shall pay all
costs and expenses, including a reasonable attorney's fee, which may arise or
accrue from enforcing this Agreement, or in pursuing any remedy provided
hereunder or by the statutes of the State of Nevada, United States of
America.
4. Assignment.
-----------
This Agreement may not be assigned in whole or in part by the
parties hereto without the prior written consent of the other party or
parties, which consent shall not be unreasonably withheld.
5. Successors and Assigns.
-----------------------
This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto, their successors and assigns.
6. Holidays.
---------
If any obligation or act required to be performed hereunder shall
fall due on a Saturday, Sunday or other day which is a legal holiday
established by the State of Nevada, such obligation or act may be performed
on the next succeeding business day with the same effect as if it had been
performed upon the day appointed.
7. Computation of Time.
--------------------
The time in which any obligation or act provided by this Agreement
is to be performed is computed by excluding the first day and including the
last, unless the last day is a holiday, in which event such day shall also be
excluded.
8. Governing Law and Venue.
------------------------
This Agreement shall be governed by and interpreted pursuant to the
laws of the State of Nevada. Any action to enforce the provisions of this
Agreement shall be brought in a court of competent jurisdiction within the
State of Nevada and in no other place.
9. Partial Invalidity.
-------------------
If any term, covenant, condition or provision of this Agreement or
the application thereof to any person or circumstance shall to any extent be
invalid or unenforceable, the remainder of this Agreement or application of
such term or provision to persons or circumstances other than those as to
which it is held to be invalid or unenforceable shall not be affected thereby
and each term, covenant, condition or provision of this Agreement shall be
valid and shall be enforceable to the fullest extent permitted by law.
10. No Other Agreements.
--------------------
This Agreement constitutes the entire Agreement between the parties
and there are and will be no oral representations which will be binding upon
any of the parties hereto.
11. Rights are Cumulative.
----------------------
The rights and remedies granted hereunder shall be in addition to
and cumulative of any other rights or remedies provided under the laws of the
State of Nevada.
12. Waiver.
-------
No delay or failure in the exercise of any power or right shall
operate as a waiver thereof or as an acquiescence in default. No single or
partial exercise of any power or right hereunder shall preclude any other or
further exercise thereof or the exercise of any other power or right.
13. Survival of Covenants, Etc.
---------------------------
All covenants, representations, and warranties made herein to any
parties or in any statement or document delivered to any party hereto, shall
survive the making of this Agreement and shall remain in full force and
effect until the obligations of such party hereunder have been fully
satisfied.
14. Further Action.
---------------
The parties hereto agree to execute and deliver such additional
documents and to take such other and further action as may be required to
carry out fully the transaction(s) contemplated herein.
15. Amendment.
----------
This Agreement or any provision hereof may not be changed, waived,
terminated or discharged except by means of a written supplemental instrument
signed by the party or parties against whom enforcement of the change,
waiver, termination, or discharge is sought.
16. Headings.
---------
The descriptive headings of the various Sections or parts of this
Agreement are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.
17. Counterparts.
-------------
This agreement may be executed in two or more partially or fully
executed counterparts, each of which shall be deemed an original and shall
bind the signatory, but all of which together shall constitute but one and
the same instrument, provided that Purchaser shall have no obligations
hereunder until all Shareholders have become signatories hereto.
IN WITNESS WHEREOF, the parties hereto executed the foregoing
Acquisition Agreement as of the day and year first above written.
Softwall Equipment, Corp
By /S/ Xxxxxx X. Xxxxx
--------------------------------------
Xxxxxx X. Xxxxx, President
COMPANY: Inncardio, Inc.
By /S/ Xxxxxxx Xxxx
--------------------------------------
Xxxxxxx Xxxx, President
SHAREHOLDERS:
Bioaccelerate Holdings Inc ____________
________________________________________________________________________
SCHEDULE A
Name Shares To Be Purchased
_________________________________ ___________________________________
Bioaccelerate Inc 1,500 shares
Total 1,500 shares
SCHEDULE B
Name Shares To Be Purchased
_________________________________ ___________________________________
Bioaccelerate Inc 16,500,000
Total 16,500,000
