Exhibit 10.1
THIS AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION
TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE 1933
ACT) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS AGREEMENT (THE
"AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED
HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933
ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING
THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.
SHARE EXCHANGE AGREEMENT
This SHARE EXCHANGE AGREEMENT, dated as of December 29, 2004 (this
"Agreement"), is by and between Xxxxxxxxxxx.xxx, Inc., a Delaware corporation
("Slabsdirect"), CTT Distributors Ltd., a British Columbia corporation ("CTT
Distributors") and the shareholders of CTT Distributors set forth on Schedule I
attached hereto ("the "Shareholders").
WITNESSETH:
WHEREAS, the Shareholders are the owners of 455,001 shares of common
stock, without par value per share (the "Shares"), of CTT Distributors, which
represent all of the issued and outstanding shares of common stock of CTT
Distributors;
WHEREAS, the Shareholders desire to exchange the Shares for shares of
common stock, $.0001 par value per share, of Slabsdirect ("Slabsdirect Common
Stock");
WHEREAS, the respective Boards of Directors of CTT Distributors and
Slabsdirect deem it advisable and in the best interests of CTT Distributors and
Slabsdirect, respectively, and their respective shareholders, to consummate the
transactions contemplated by this Agreement upon the terms and conditions set
forth herein;
WHEREAS, it is the parties' mutual intent that the exchange of the Shares
contemplated by this Agreement be part of plan of reorganization under Section
368 of the Internal Revenue Code of 1986, as amended;
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements set forth herein and in reliance upon the undertakings,
representations, warranties and indemnities contained herein, Slabsdirect, CTT
Distributors and the Shareholders hereby agree as follows:
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ARTICLE 1
EXCHANGE OF SHARES; CLOSING
Section 1.1 Sale of Shares. Subject to the terms and conditions herein
stated, the Shareholders agree at the Closing to exchange with full title
guarantee, transfer, assign and deliver to Slabsdirect, and Slabsdirect agrees
to acquire from the Shareholders, the Shares, free and clear of any and all
liens.
Section 1.2 Consideration. In consideration for its acquisition of the
Shares, Slabsdirect agrees at the Closing to issue and deliver an aggregate of
455,001 shares of Slabsdirect Common Stock (the "New Shares") to the
Shareholders, to be allocated among the Shareholders in accordance with Schedule
I attached hereto.
Section 1.3 Closing. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place simultaneously with the execution and
delivery hereof at the offices of Slabsdirect or such other place as the parties
may agree.
Section 1.4 Deliveries at Closing. At the Closing:
(a) Slabsdirect shall deliver to the Shareholders:
(i) certificates, registered in their individual names in accordance
with the allocation set forth on Schedule I, representing the New Shares;
and
(ii) resolutions of Slabsdirect's board of directors, certified by
the Secretary of Slabsdirect, authorizing this Agreement and the
transactions contemplated hereby;
(b) the Shareholders and CTT Distributors shall deliver to Slabsdirect:
(i) certificates evidencing all of the issued and outstanding shares
of common stock of CTT Distributors; and
(ii) resolutions of CTT Distributors' board of directors and
shareholders, certified by the Secretary of CTT Distributors, authorizing
this Agreement and the transactions contemplated hereby.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF CTT DISTRIBUTORS AND THE SHAREHOLDERS
The Shareholders and CTT Distributors represent and warrant to Slabsdirect
as of the date hereof as follows:
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Section 2.1 Organization.
CTT Distributors is a corporation duly organized, validly existing and in
good standing under the laws of the Province of British Columbia, and has all
requisite corporate power and authority to own its properties and carry on its
business as now being conducted. Unless the context otherwise requires, CTT
Distributors and its subsidiaries are collectively referred to as "CTT
Distributors".
Section 2.2 Capitalization. As of the date of this Agreement, the
authorized capital stock of CTT Distributors consists of unlimited shares of
common stock, without par value per share, 455,001 shares of which are validly
issued and outstanding and constitute the Shares, which are fully paid and
non-assessable.
Section 2.3 Ownership.
The Shareholders are the sole record and beneficial owners of the Shares
in the amounts set forth in Schedule I attached hereto. The Shareholders have
good and marketable title to the Shares and the absolute right to deliver the
Shares in accordance with the terms of this Agreement, free and clear of all
Liens. The transfer of the Shares to Slabsdirect in accordance with the terms of
this Agreement transfers good and marketable title to the Shares to Slabsdirect
free and clear of all liens, restrictions, rights, options and claims of every
kind.
Section 2.4 Authority; Enforceability. The Shareholders have full legal
capacity, and CTT Distributors has full legal right, power and authority, to
execute, deliver and perform this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly authorized, executed and
delivered by CTT Distributors and the Shareholders, and each other agreement,
instrument or documents executed or to be executed by CTT Distributors and the
Shareholders in connection with the transactions contemplated hereby has been
duly authorized, executed and delivered by CTT Distributors and the Shareholders
and constitutes a valid and legally binding obligation of CTT Distributors and
the Shareholders enforceable against CTT Distributors and the Shareholders in
accordance with their respective terms, except as (a) enforceability may be
limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium or
similar laws from time to time in effect affecting creditors' rights generally
and (b) the availability of equitable remedies may be limited by equitable
principles of general applicability.
Section 2.5 Third Party Consents. No consent, authorization, order or
approval of, or filing or registration with, any governmental authority or other
person is required for the execution and delivery of this Agreement or the
consummation by CTT Distributors of any of the transactions contemplated hereby.
Section 2.6 Title to Assets. CTT Distributors, and each of its
subsidiaries has good and marketable title to all of its assets, and such assets
will be free and clear of all liens, charges, security interests or other
encumbrances except liens for current taxes not yet due.
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Section 2.7 Condition of Assets. CTT Distributors' assets have been
maintained for their respective intended purposes in the ordinary course of
business and are in good condition and repair except for ordinary wear and tear;
and the facilities leased in connection with CTT Distributors' business
operations have been maintained in the ordinary course and no material
expenditures are presently required for the repair and maintenance thereof.
Section 2.8 Books and Records. Except with respect to taxes not yet
assessed, the underlying books and records of CTT Distributors reflect all of
the debts, liabilities and obligations of any nature (whether absolute, accrued
or otherwise, and whether due or to become due) of CTT Distributors at the dates
thereof. CTT Distributors has not given any guarantees of the obligations of any
other person or entity.
Section 2.9 Undisclosed Liabilities. CTT Distributors had no liabilities
of any nature, whether accrued, absolute, contingent, or otherwise; including
without limitation, tax liabilities due or to become due. CTT Distributors does
not know or have reasonable grounds to know of any basis for the assertion
against CTT Distributors of any liability of any nature or in any amount not
fully reflected or reserved against.
Section 2.10 Litigation. There is no litigation, action, suit or other
proceeding pending or, to the best of CTT Distributors' knowledge, any material
litigation, action, suit or other proceeding threatened against CTT Distributors
relating to the business or the assets of CTT Distributors, or which could
adversely affect the transactions contemplated by this Agreement.
Section 2.11 Taxes. Except for the income tax returns required to be filed
in the Province of British Columbia, all tax returns and reports of CTT
Distributors and its subsidiaries required by law to be filed have been filed
and are true, complete and correct, and any taxes payable in accordance with any
return filed by CTT Distributors and its subsidiaries or in accordance with any
notice of assessment or reassessment issued by any taxing authority have been so
paid. Adequate provisions have been made for taxes payable for the current
period for which tax returns are not yet required to be filed and there are no
agreements, waivers, or other arrangements providing for an extension of time
with respect to the filing of any tax return by, or payment of, any tax,
governmental charge or deficiency by CTT Distributors or its subsidiaries. CTT
Distributors is not aware of any contingent tax liabilities or any grounds which
would prompt a reassessment including aggressive treatment of income and
expenses in filing earlier tax returns.
Section 2.12 Compliance with Laws. The business of CTT Distributors is in
compliance in all material respects with all laws, federal, state or local, and
all provisions of all rules, and regulations of any federal agency, authority,
board, commission, or the like, or any state or local government, or any
authority, agency, board, commission, or the like having jurisdiction over such
business; including those relating to environmental laws and regulations. CTT
Distributors possesses all material licenses, permits and governmental approvals
and authorizations which are required to own its assets and conduct its business
as heretofore conducted.
4
Section 2.13 Material Agreements. All such material contracts, leases and
agreements permit the transactions contemplated by this Agreement without the
consent of any other party, or, if such consent is required, the consent has
been obtained. All such material contracts, leases and agreements are in full
force and binding upon the parties thereto, and no party thereto is in material
default of any such agreements.
Section 2.14 Officers and Directors. Schedule 2.14 sets forth the names of
the executive officers and directors of CTT Distributors and each of its
Subsidiaries.
Section 2.15 Charter. True and correct copies of all of its minute and
stock record books and certificate of incorporation and bylaws have been
delivered to Slabsdirect.
Section 2.16 Insurance. All policies of fire, liability and other forms of
insurance held by CTT Distributors are deemed by CTT Distributors to be
sufficient, and valid policies, in such amounts; will be outstanding and duly in
force on the Closing Date.
Section 2.17 Guarantees. Neither CTT Distributors nor any of its
subsidiaries is liable for and/or has guaranteed the obligations of any person
or entity other than the obligations of a subsidiary nor is CTT Distributors or
any such subsidiary a party to any agreement to do so.
Section 2.18 Accuracy; Survival. The representations, warranties and
statements of CTT Distributors contained in this Agreement or any Exhibit
hereto, or in any Certificate delivered by CTT Distributors pursuant to this
Agreement, are true and correct in all material respects and do not omit to
state a material fact necessary in order to make the representations, warranties
or statements contained herein or therein not misleading. All such
representations, warranties and statements shall survive the Closing (and none
shall merge into any instrument of conveyance), regardless of any investigation
or lack of investigation by either of the parries to this Agreement.
Section 2.19 No Conflict. Neither the execution and the delivery of this
Agreement by the Shareholders, nor the consummation of the transactions
contemplated hereby (a) violate, conflict with, or result in a breach of any
provisions of, (b) constitute a default (or an event which, with notice or lapse
of time or both, would constitute a default) under, (c) result in the
termination of or accelerate the performance required by, (d) result in the
creation of any Lien upon the Shares under any of the terms, conditions or
provisions of the Articles of Incorporation or Bylaws of CTT Distributors or, to
any material extent, under the terms and conditions of any note, bond, mortgage,
indenture, deed of trust, lease, license, loan agreement or other instrument or
obligation to or by which either CTT Distributors or the Shareholders or any of
their assets are bound, or (e) to any material extent, violate any Applicable
Law binding upon either CTT Distributors or the Shareholders or any of their
assets.
Section 2.20. Investment Representation. Each of the Shareholders
represents and warrants as follows:
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(a) Each of the Shareholders has relied solely on her independent
investigation in making the decision to purchase the New Shares. Each of
the Shareholder's determination to purchase the New Shares was made
independent of, and was not affected by, any statements or opinions (or
the lack thereof) regarding the advisability of the purchase or as to the
properties, business, prospects or condition of Slabsdirect (financial or
other) which may have been made or given by Slabsdirect or its
shareholders. The Shareholder is not aware of any advertisement of any of
the New Shares.
(b) Shareholder represents and warrants that he/she is at least
twenty-five years of age, is not nor has ever been a United States person,
as defined in Rule 902 of Regulation S promulgated under the Securities
Act of 1933 (the "1933 Act"), and the Shareholder is outside of the United
States when receiving and executing this Agreement.
(c) The undersigned Shareholder is an "accredited investor" as
defined in Rule 501 of Regulation D promulgated under the 1933 Act.
(d) The New Shares are being purchased for the Shareholder's own
account without the participation of any other person, with the intent of
holding the New Shares for investment and without the intent of
participating, directly or indirectly, in a distribution of the New Shares
and not with a view to, or for a resale in connection with, any
distribution of the New Shares or any portion thereof, nor is the
undersigned aware of the existence of any distribution of Slabsdirect's
securities. Furthermore, the undersigned has no present intention of
dividing such New Shares with others or reselling or otherwise disposing
of any portion of such New Shares, either currently or after the passage
of a fixed or determinable period of time, or upon the occurrence or
nonoccurrence of any predetermined event or circumstance.
(e) The Shareholders recognize that the New Shares will be: (i) sold
to Shareholder without registration under any state or federal law
relating to the registration of securities for sale; (ii) issued and sold
in reliance on the exemption from registration under the Delaware
Securities Act (the "Act"); (iii) issued and sold in reliance on the
exemption from registration under the 1933 Act provided by Section 4(2) of
the 1933 Act; and (iv) issued and sold to non-United States persons, as
defined in Section 902(k) under Regulation S promulgated under the 1933
Act.
(f) The Shareholders understand and agree that offers and sales of
any of the New Shares, prior to the expiration of a period of one year
after the date of transfer of the Shares (the "Distribution Compliance
Period"), shall only be made in compliance with the safe harbor provisions
set forth in Regulation S, pursuant to the registration provisions of the
1933 Act or an exemption therefrom, and that all offers and sales after
the Distribution Compliance Period shall be made only in compliance with
the registration provisions of the 1933 Act or an exemption therefrom and
in each case only in accordance with all applicable securities laws. The
Shareholders understand and agree not to engage in any hedging
transactions involving the new Shares, prior to the end of the
Distribution Compliance Period unless such transactions are in compliance
with the provisions of the 1933 Act.
6
(g) The Shareholders have not acquired the New Shares as a result
of, and will not itself engage in, any "directed selling efforts" (as
defined in Regulation S under the 0000 Xxx) in the United States in
respect of the New Shares which would include any activities undertaken
for the purpose of, or that could reasonably be expected to have the
effect of, conditioning the market in the United States for the resale of
the New Shares; provided, however, that the Shareholder may sell or
otherwise dispose of the New Shares pursuant to registration of the New
Shares pursuant to the 1933 Act and any applicable state and provincial
securities laws or under an exemption from such registration requirements
and as otherwise provided herein.
(h) The Shareholders agree that the Company will refuse to register
any transfer of the New Shares not made in accordance with the provisions
of Regulation S, pursuant to an effective registration statement under the
1933 Act or pursuant to an available exemption from the registration
requirements of the 1933 Act and in accordance with applicable state and
provincial securities laws
Section 2.21 Legends. The Shareholders hereby acknowledge that that upon
the issuance thereof, and until such time as the same is no longer required
under the applicable securities laws and regulations, the certificates
representing any of the New Shares will bear a legend in substantially the
following form:
THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS
WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION
S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT"). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS
CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY
U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE
OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO
U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933
ACT.
Section 2.22 Records. The Shareholders hereby acknowledge and agree to the
Company making a notation on its records or giving instructions to the registrar
and transfer agent of the Company in order to implement the restrictions on
transfer set forth and described in this Subscription Agreement.
7
Section 2.23 No Other Representations or Warranties. Except as set forth
above in this Section 2, no other representations or warranties of any kind,
express or implied, are made in this Agreement by CTT Distributors or the
Shareholders to Slabsdirect.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SLABSDIRECT
Slabsdirect represents and warrants to CTT Distributors and the
Shareholders as of the date hereof as follows:
Section 3.1 Organization. Slabsdirect is a corporation duly organized,
validly existing and in good standing under the laws of Delaware and has all
requisite corporate power and authority to own its properties and carry on its
business as now being conducted. Section 3.2 Capitalization. As of the date of
this Agreement, the authorized capital stock of Slabsdirect consists of
30,000,000 shares of common stock, $.0001 par value per share, of which
10,312,100 shares of common stock are validly issued and outstanding and
5,000,000 shares of preferred stock, $0.0001 par value, of which no shares are
validly issued and outstanding.
Section 3.3 Authority; Enforceability. Slabsdirect has the requisite
corporate power and authority to execute and deliver this Agreement and to carry
out its obligations hereunder. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by all necessary corporate action on the part of Slabsdirect and
no other corporate proceedings on the part of Slabsdirect are necessary to
authorize this Agreement or to consummate the transactions so contemplated. This
Agreement has been duly executed and delivered by Slabsdirect and constitutes a
valid and binding obligation of Slabsdirect, enforceable against Slabsdirect in
accordance with its terms, except as (a) enforceability may be limited by
applicable bankruptcy, insolvency, fraudulent transfer, moratorium or similar
laws from time to time in effect affecting creditors' rights generally and (b)
the availability of equitable remedies may be limited by equitable principles of
general applicability.
Section 3.4 Third Party Consents. No consent, authorization, order or
approval of, or filing or registration with, any governmental authority or other
person is required for the execution and delivery of this Agreement or the
consummation by Slabsdirect of any of the transactions contemplated hereby.
Section 3.5 Title to Assets. Slabsdirect, and each of its subsidiaries has
good and marketable title to all of its assets and such assets will be free and
clear of all liens, charges, security interests or other encumbrances except
liens for current taxes not yet due.
Section 3.6 Condition of Assets. Slabsdirect's assets have been maintained
for their respective intended purposes in the ordinary course of business and
are in good condition and repair except for ordinary wear and tear.
8
Section 3.7 Books and Records. Except with respect to taxes not yet
assessed, the underlying books and records of Slabsdirect reflect all of the
debts, liabilities and obligations of any nature (whether absolute, accrued or
otherwise, and whether due or to become due) of Slabsdirect at the dates
thereof. Slabsdirect has not given any guarantees of the obligations of any
other person or entity.
Section 3.8 Undisclosed Liabilities. Slabsdirect had no liabilities of any
nature, whether accrued, absolute, contingent, or otherwise; including without
limitation, tax liabilities due or to become due. Slabsdirect does not know or
have reasonable grounds to know of any basis for the assertion against
Slabsdirect of any liability of any nature or in any amount not fully reflected
or reserved against.
Section 3.9 Litigation. There is no litigation, action, suit or other
proceeding pending or, to the best of Slabsdirect's knowledge, any material
litigation, action, suit or other proceeding threatened against Slabsdirect
relating to the business or the assets of Slabsdirect, or which could adversely
affect the transactions contemplated by this Agreement.
Section 3.10 Taxes. Except for the income tax returns required to be filed
in the State of Delaware or the Province of British Columbia, all tax returns
and reports of Slabsdirect and its subsidiaries required by law to be filed have
been filed and are true, complete and correct, and any taxes payable in
accordance with any return filed by Slabsdirect and its subsidiaries or in
accordance with any notice of assessment or reassessment issued by any taxing
authority have been so paid. Adequate provisions have been made for taxes
payable for the current period for which tax returns are not yet required to be
filed and there are no agreements, waivers, or other arrangements providing for
an extension of time with respect to the filing of any tax return by, or payment
of, any tax, governmental charge or deficiency by Slabsdirect or its
subsidiaries. Slabsdirect is not aware of any contingent tax liabilities or any
grounds which would prompt a reassessment including aggressive treatment of
income and expenses in filing earlier tax returns.
Section 3.11 Compliance with Laws. The business of Slabsdirect is in
compliance in all material respects with all laws, federal, state or local, and
all provisions of all rules, and regulations of any federal agency, authority,
board, commission, or the like, or any state or local government, or any
authority, agency, board, commission, or the like having jurisdiction over such
business; including those relating to environmental laws and regulations.
Slabsdirect possesses all material licenses, permits and governmental approvals
and authorizations which are required to own its assets and conduct its business
as heretofore conducted.
Section 3.12 Material Agreements. All material contracts, leases and
agreements permit the transactions contemplated by this Agreement without the
consent of any other party, or, if such consent is required, the consent has
been obtained.
Section 3.13 Officers and Directors. As of the date of this Agreement,
Xxxxxx Xxxx is the sole executive officer and director of Slabsdirect.
Section 3.14 Intentionally left blank.
9
Section 3.15 Intentionally left blank.
Section 3.16 Intentionally left blank.
Section 3.17 Guarantees. Neither Slabsdirect nor any of its subsidiaries
is liable for and/or has guaranteed the obligations of any person or entity nor
is Slabsdirect or any such subsidiary a party to any agreement to do so.
Section 3.18 Accuracy; Survival. The representations, warranties and
statements of Slabsdirect contained in this Agreement or any Exhibit hereto, or
in any Certificate delivered by Slabsdirect pursuant to this Agreement, are true
and correct in all material respects and do not omit to state a material fact
necessary in order to make the representations, warranties or statements
contained herein or therein not misleading. All such representations, warranties
and statements shall survive the Closing (and none shall merge into any
instrument of conveyance), regardless of any investigation or lack of
investigation by either of the parties to this Agreement.
Section 3.19 No Conflict. Neither the execution and delivery of this
Agreement by Slabsdirect, nor the consummation of the transactions contemplated
hereby, do or will (a) violate, conflict with, or result in a breach of any
provisions of, (b) constitute a default (or an event which, with notice or lapse
of time or both, would constitute a default) under, (c) result in the
termination of or accelerate the performance required by, (d) result in the
creation of a Lien upon the New Shares under any of the terms, conditions or
provisions of the Articles of Incorporation or Bylaws of Slabsdirect or any
note, bond, mortgage, indenture, deed of trust, lease, license, loan agreement
or other instrument or obligation to or by which Slabsdirect or any of its
assets are bound, or (e) violate any Applicable Law binding upon Slabsdirect and
on any of its assets.
Section 3.20 Slabsdirect Common Stock. All shares of Slabsdirect Common
Stock to be issued pursuant to this Agreement will be, when issued, duly
authorized, validly issued, fully paid and non-assessable.
Section 3.21 Investment Representation. Slabsdirect acknowledges that the
Shares are restricted securities, that Slabsdirect is acquiring the Shares for
its own account with the present intention of holding the Shares for purposes of
investment and not with a view to their distribution within the meaning of the
Securities Act of 1933, as amended. Slabsdirect has relied solely on its
independent investigation in making the decision to purchase the Shares.
Slabsdirect's determination to purchase the Shares was made independent of, and
was not affected by, any statements or opinions (or the lack thereof) regarding
the advisability of the purchase or as to the properties, business, prospects or
condition (financial or other) of CTT Distributors which may have been made or
given by CTT Distributors or the Shareholders.
Section 3.22 No Other Representations or Warranties. Except as set forth
above in this Section 3, no other representations or warranties, express or
implied, are made in this Agreement by Slabsdirect to CTT Distributors and the
Shareholders.
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ARTICLE 4
MISCELLANEOUS
Section 4.1 Survival of Representations, Warranties and Agreements. The
representations, warranties, covenants and agreements in this Agreement or in
any instrument delivered pursuant to this Agreement shall survive the Closing
and shall not be limited or affected by any investigation by or on behalf of any
party hereto.
Section 4.2. Further Assurances. Each of Slabsdirect, CTT Distributors and
the Shareholders will use its, his or her, as the case may be, best efforts to
take all action and to do all things necessary, proper or advisable on order to
consummate and make effective the transactions contemplated by this Agreement.
Section 4.3 Notices. All notices hereunder must be in writing and shall be
deemed to have been given upon receipt of delivery by: (a) personal delivery to
the designated individual, (b) certified or registered mail, postage prepaid,
return receipt requested, (c) a nationally recognized overnight courier service
(against a receipt therefor) or (d) facsimile transmission with confirmation of
receipt. All such notices must be addressed as follows or such other address as
to which any party hereto may have notified the other in writing:
If to Slabsdirect, to:
Xxxxxxxxxxx.xxx, Inc.
0000 Xxxx 0xx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Xxxxxx
Attn: Xxxxxx Xxxx, President
Phone: (000) 000-0000
Telecopier: (000) 000-0000
If to CTT Distributors or the Shareholders, to:
XXX Xxxxxxxxxxxx Xxx.
Xxxxx 0000 - 000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Xxxxxx
Attn: Xxxx Xxxxxxxx
Phone: (000) 000-0000
Telecopier: (000) 000-0000
Section 4.4 Headings; Gender. When a reference is made in this Agreement
to a section, exhibit or schedule, such reference shall be to a section, exhibit
or schedule of this Agreement unless otherwise indicated. The headings contained
in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement. All personal pronouns used
in this Agreement shall include the other genders, whether used in the
masculine, feminine or neuter gender, and the singular shall include the plural
and vice versa, whenever and as often as may be appropriate.
11
Section 4.5 Entire Agreement; No Third Party Beneficiaries. This Agreement
(including the documents, exhibits and instruments referred to herein) (a)
constitutes the entire agreement and supersedes all prior agreements, and
understandings and communications, both written and oral, among the parties with
respect to the subject matter hereof, and (b) is not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.
Section 4.6 Governing Law. This Agreement shall be governed and construed
in accordance with the laws of the State of New York without regard to any
applicable principles of conflicts of law.
Section 4.7 Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other party.
Section 4.8 Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by reason of any rule of law
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any adverse
manner to either party.
Section 4.9 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which taken
together shall constitute one and the same document.
Section 4.10 Amendment and Modification. This Agreement may not be amended
or modified except by an instrument in writing signed by each of the parties
hereto.
Section 4.11 Brokers. Slabsdirect and CTT Distributors agree to indemnify,
defend and hold harmless each other from and against any liability or expense
arising out of any claim asserted by any third party for brokerage or finder's
fees or agent's commissions, based on an allegation that the other impliedly or
expressly engaged such claimant as a finder, broker or agent, or brought such
claimant into the negotiations between CTT Distributors and Slabsdirect.
Section 4.12 Fees and Expenses. Except as otherwise expressly provided in
this Agreement or assumed by Slabsdirect in writing; attorneys' fees, accounting
fees and all other fees for professional services incurred by each party in
effectuating the transactions contemplated by this Agreement shall be paid by
the party which incurred such fees. Except as otherwise expressly provided in
this Agreement, Slabsdirect and CTT Distributors shall each bear its own
expenses incurred in connection with this Agreement and the transactions
contemplated by this Agreement whether or not such transactions shall be
consummated.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed themselves or by their respective duly authorized officers as of the date
first written above.
Xxxxxxxxxxx.XXX, INC. CTT Distributors LTD.
By: /s/ Xxxxxx Xxxx By: /s/ Xxxx Xxxxxxxx
------------------------------------ -----------------------------------
Name: Xxxxxx Xxxx Name: Xxxx Xxxxxxxx
Title: CEO Title: President
SHAREHOLDERS
/s/ Xxxxxxx Xxxxxx
-----------------------------------
Xxxxxxx Xxxxxx
/s/ Xxxxxxx Xxxxxxxxxx
-----------------------------------
Xxxxxxx Xxxxxxxxxx
/s/ Xxxxxxx Xxxxxxx
-----------------------------------
Xxxxxxx Xxxxxxx
/s/ Xxxxxxxx Xxxxx
-----------------------------------
Xxxxxxxx Xxxxx
/s/ Xxxxx Xxxx
-----------------------------------
Xxxxx Xxxx
/s/ Xxx Xxxxx
-----------------------------------
Xxx Xxxxx
/s/ Xxxxx Xxxx
-----------------------------------
Xxxxx Xxxx
/s/ Xxx Xxxx
-----------------------------------
Xxx Xxxx
/s/ Xxxx XxxXxxx
-----------------------------------
Xxxx XxxXxxx
13
/s/ Xxxxx Xxxxx
-----------------------------------
Xxxxx Xxxxx
/s/ Xxxxxxx Xxxxx
-----------------------------------
Xxxxxxx Xxxxx
/s/ Xxxxxx Xxxxxxxx
-----------------------------------
Xxxxxx Xxxxxxxx
/s/ Xxxxx Xxx
-----------------------------------
Xxxxx Xxx
/s/ Xxxxx Xxxx
-----------------------------------
Xxxxx Xxxx
/s/ Xxx Xxxxxxx
-----------------------------------
Xxx Xxxxxxx
/s/ Xxxx Xxxx
-----------------------------------
Xxxx Xxxx
/s/ Xxxxx Xxxxxxx
-----------------------------------
Xxxxx Xxxxxxx
/s/ Xxxx Xxxxxxxx
-----------------------------------
Xxxx Xxxxxxxx
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SCHEDULE I
Shares Owned Allocation Percentage New Shares to be Issued
Xxxxxxx Xxxxxx 35,000 7.69% 35,000
Xxxxxxx Xxxxxxxxxx 23,000 5.05% 23,000
Xxxxxxx Xxxxxxx 20,000 4.04% 20,000
Xxxxxxxx Xxxxx 25,000 5.49% 25,000
Xxxxx Xxxx 12,000 2.64% 12,000
Xxx Xxxxx 13,000 2.86% 13,000
Xxxxx Xxxx 9,000 1.98% 9,000
Xxx Xxxx 9,000 1.98% 9,000
Xxxx XxxXxxx 10,000 2.20% 10,000
Xxxxx Xxxxx 17,000 3.74% 17,000
Xxxxxxx Xxxxx 100,000 21.98% 100,000
Xxxxxx Xxxxxxxx 17,000 3.74% 17,000
Xxxxx Xxx 80,000 17.58% 80,000
Xxxxx Xxxx 19,000 4.18% 19,000
Xxx Xxxxxxx 26,000 5.71% 26,000
Xxxx Xxxx 18,000 3.96% 18,000
Xxxxx Xxxxxxx 22,000 4.84% 22,000
Xxxx Xxxxxxxx 1 0% 1
------
455,001 100.00% 455,001
------
15
SCHEDULE 2.14
OFFICERS AND DIRECTORS
Xxxx Xxxxxxxx Director, President and Secretary
16
