ASSET PURCHASE AGREEMENT
This
asset purchase agreement dated
for reference May 27, 2005, is between FII
International Inc., a
Nevada corporation of 0000 Xxxxxxxx Xxxxxx, 0xx Xxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0 (“FII”) and
Xxxxxxxx
Xxxxx-Xxxxxxxx, a
businesswoman of 0000 Xxxx 0xx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0 (the “Vendor”).
Whereas:
|
A. |
the
Vendor has agreed to transfer all of her interest in the Assets to FII
pursuant to the terms and conditions of this
agreement; |
|
B. |
the
Vendor previously lent FII the sum of US$2,500 pursuant to the Promissory
Note, of which the full principal amount and all accrued interest is
outstanding as of the Effective Date; |
|
C. |
in
conjunction with the transactions contemplated by this agreement, the
Vendor is willing to forgive all of FII’s obligations under the Promissory
Note; |
|
D. |
immediately
preceding the Effective Date, FII’s only asset was its interest in certain
assets optioned to it pursuant to the Option Agreement, including the
domain name xxx.xxxxxxx-xxxxxxxxxxxxx.xxx; |
|
E. |
FII
has not exercised its option under the Option Agreement as of the
Effective Date; |
|
F. |
the
parties have agreed to cancel the Option
Agreement; |
for
valuable consideration, the
receipt and sufficiency of which are acknowledged, the parties agree
that:
INTERPRETATION
| 1. |
The
definitions in the recitals are part of this
agreement. |
| 2. |
In
this agreement: |
| a. |
“Assets”
mean the assets listed in Schedule “A” atached to this agreement and all
documents and information related to the Assets. |
| b. |
“Effective
Date” means May 27, 2005. |
| c. |
“Option
Agreement” means the Option Agreement dated June 10, 2002 between FII and
the Vendor and as modified by an Amending Agreement dated June 7, 2004
between FII and the Vendor. |
| d. |
“Promissory
Note” means the Loan Agreement and Promissory Note dated January 21, 2005
between FII and the Vendor. |
| e. |
“Shares”
means the 2 million Common Capital Shares in the capital of FII to be
issued to the Vendor. |
TERMS
AND CONDITIONS OF THE ACQUISITION
Forgiveness
of Promissory Note
| 3. |
As
of the Effective Date, the Vendor forgives FII of all of its duties and
obligations to the Vendor under the Promissory Note and will deem the
Promissory Note to have been paid in full. |
Page
- 1- EX10.4
Cancellation
of Option Agreement
| 4. |
As
of the Effective Date, FII and the Vendor agree to cancel any and all
rights and obligations under the Option Agreement and FII absolves the
Vendor from any duties and obligations in favour of FII under the Option
Agreement. |
Acquisition
of Assets
| 5. |
The
Vendor will transfer all of her interest in the Assets to FII at Closing
so that FII becomes the sole beneficial and legal owner of the Assets as
of the Effective Date. |
Payment
of Purchase Price
| 6. |
As
consideration for the forgiveness of the Promissory Note, the cancellation
of the Option Agreement, and for the purchase and sale of the Assets, FII
will pay the Vendor $10,000, payable by the issuance of 2 million
restricted Common Capital Shares registered in the name of the Vendor (the
“Shares”). |
Closing
| 7. |
At
closing, the Vendor will deliver all the documents and information
relating to the Assets, including any documents required for the transfer
of any Assets. |
| 8. |
At
closing, FII will deliver the following: |
| a. |
a
copy of all corporate documents required for the acquisition of the
Assets, including director’s resolutions approving the payment of the
purchase price for the Assets; and |
| b. |
the
share certificate representing the Shares. |
REPRESENTATIONS
AND WARRANTIES
FII
| 9. |
FII
represents and warrants that: |
| a. |
It
is a company formed and in good standing under the laws of
Nevada. |
| b. |
It
has the legal capacity and authority to make and perform this
agreement. |
| c. |
The
signing of this agreement and the performance of its terms have been duly
authorized by all necessary corporate actions including the resolution of
the board of directors of FII. |
| d. |
Any
shares issued pursuant to the terms of this agreement will be subject to
the trading restrictions set out in Section . |
The
Vendor
| 10. |
The
Vendor represents and warrants that: |
| a. |
The
Vendor has the legal capacity and authority to make and perform this
agreement. |
| b. |
The
Vendor owns the Assets free of any claim or potential claim by any person
and has the authority to transfer the Assets as described in this
agreement. |
| c. |
No
person has any right to acquire any interest in the Assets, with the
exception of FII. |
Page
- 2- EX10.4
COVENANTS
AND ACKNOWLEDGEMENTS
| 11. |
The
Vendor will indemnify FII from any and all debts or liabilities arising
out of or from the Assets prior to the date of this
agreement.
|
| 12. |
The
Vendor consents to act as a director of FII and will continue to provide
FII with her services that may be reasonably required for the development
and use of the Assets.
|
| 13. |
The
Vendor acknowledges and understands that each certificate evidencing any
Shares issued to her under this agreement and any other securities issued
on any stock split, stock dividend, recapitalization, merger,
consolidation, or similar event will be imprinted with legends
substantially in the following form: |
| 14. |
“These
securities are restricted securities as that term is defined in Rule 144
under the U.S. Securities Act of 1933 (the “Act”). As restricted
securities, they may be resold only in accordance with Regulation S under
the Act or pursuant to an effective registration statement under the Act
or an exemption from the Act.”The
Vendor acknowledges that:
|
| a. |
there
is no market for any Shares that may be issued to the Vendor pursuant to
this agreement, that no market for such Shares may ever exist, and that
such Shares will be issued pursuant to exemptions from registration and
prospectus requirements that are available under the applicable securities
acts;
|
| b. |
the
Company is a “private issuer” as that term is defined in the applicable
securities acts, and as such, the Shares are subject to restrictions on
transfer. Accordingly, the Shares cannot be transferred without the
previous consent of the directors expressed by resolution of the board of
directors, at the sole discretion of the directors. Such restrictions on
transfer will remain in effect until such time as FII is deemed to be a
“reporting issuer” as that term is defined in the applicable securities
acts;
|
| c. |
restrictions
on the transfer, sale or other subsequent disposition of such Shares by
the Vendor may be imposed by securities laws in addition to any
restrictions imposed pursuant to Section 14.b. above;
|
| d. |
the
Vendor has been advised by FII that she should consult her own legal
adviser before disposing of all or any part of any Shares that may be
issued to the Vendor pursuant to this agreement to avoid breach of
relevant securities laws, regulations and policies;
|
| e. |
the
Vendor has been given an adequate opportunity to ask questions of, and
receive answers from, the officers of FII concerning the acquisition of
the Shares and to obtain such additional information as the Vendor deems
necessary in order to evaluate an investment in FII and FII has provided
all information requested by the Vendor;
|
| f. |
neither
FII nor any director of FII has made any representation about the present
or future value of the Shares or about whether FII will ever become a
reporting company or whether the Shares will ever become listed for
trading on a stock exchange; and
|
| g. |
the
Vendor has been advised that the business of FII is in a start-up phase
and acknowledges that there is no assurance that FII will raise sufficient
funds to adequately capitalize the business of that the business will be
profitable in the future.
|
Page
- 3- EX10.4
OTHER
PROVISIONS
| 15. |
The
Vendor acknowledges that this agreement was prepared for FII by X. X.
Xxxxxxxxx Law Corporation and that it may contain terms and conditions
onerous to the Vendor. The Vendor expressly acknowledges that FII has
given her adequate time to review this agreement and to seek and obtain
independent legal advice, and the Vendor represents to FII that she has in
fact sought and obtained independent legal advice and is satisfied with
all the terms and conditions of this agreement.
|
| 16. |
Time
is of the essence of this agreement.
|
| 17. |
This
agreement is governed by the laws of British Columbia and must be
litigated in the courts of British Columbia.
|
| 18. |
Any
notice that must be given or delivered under this agreement must be in
writing and delivered by hand to the address or transmitted by fax to the
fax number provided by the party and is deemed to have been received when
it is delivered by hand or transmitted by fax unless the delivery or
transmission is made after 4:00 p.m. or on a non-business day where it is
received, in which case it is deemed to have been delivered or transmitted
on the next business day. Any payments of money must be delivered by hand
or wired as instructed in writing by the receiving party. Any delivery
other than a written notice or money must be made by hand at the receiving
party’s address.
|
| 19. |
The
Vendor may not assign this agreement or any part of it to another
party.
|
| 20. |
Any
amendment of this agreement must be in writing and signed by the
parties.
|
| 21. |
This
agreement enures to the benefit of and binds the parties and their
respective successors, heirs and permitted assignees.
|
| 22. |
No
failure or delay of FII in exercising any right under this agreement
operates as a waiver of the right. FII’s rights under this agreement are
cumulative and do not preclude FII from relying on or enforcing any legal
or equitable right or remedy.
|
| 23. |
If
any provision of this agreement is illegal or unenforceable under any law,
then it is severed and the remaining provisions remain legal and
enforceable.
|
| 24. |
This
agreement may be signed in counterparts and delivered to the parties by
fax, and the counterparts together are deemed to be one original
document.
|
The
parties’
signatures below are evidence of their agreement.
/s/
Xxxx Xxxxxxxx
Authorized
signatory
May 27,
2005
/s/
Xxxxxxxx Xxxxx-Xxxxxxxx
Xxxxxxxx
Xxxxx-Xxxxxxxx
May 27,
2005
Page
- 4- EX10.4
Schedule
“A”
Schedule
“A” to the Asset Purchase Agreement
between
FII International Inc. and Xxxxxxxx Xxxxx-Xxxxxxxx
dated for
reference the 27th day of
May, 2005
(number
of pages including this one: 1)
Assets
The
following is the description of the Assets.
1. The
domain name “fashion-international” registered with VeriSign.
2. All
notes, data, records, and materials in any format that relate to the domain
name.
3. The
website and its
design and layout structure.
4. All the
content previously prepared for the website.
5. The
business plan for “fashion international” prepared by the Vendor.
Page
- 5- EX10.4
