EXHIBIT 10.19
WAIVER AGREEMENT
THIS WAIVER AGREEMENT (the "Agreement") is made and entered into as of the
31st day of March, 2004 by and among EmergenSys Corporation, a Delaware
corporation with its principal place of business at 000 Xxxx Xxxxxx Xxxx., Xxxxx
000, Xxxxxx, Xxxxxx X0X 0X0 (the "Company"); and the persons listed on Schedule
A attached hereto and made a part hereof (singly and collectively referred to
herein as the "Waiving Parties").
PREAMBLE
WHEREAS, pursuant to a May 5, 2003 Stock Purchase Agreement (the "Stock
Purchase Agreement") among the Company, Xxxxxx Xxxxxxxx and the Waiving Parties,
the Waiving Parties were issued an aggregate of five million, five hundred
thousand (5,500,000) shares of the Company's restricted common stock (the
"Stock"); and
WHEREAS, the Stock Purchase Agreement contained a provision providing that
the Stock would have certain anti-dilution rights with respect to any reverse
stock splits or recapitalizations effected by the Company within one year of May
5, 2003; and
WHEREAS, the Waiving Parties, for good and valuable consideration the
receipt of which is hereby acknowledged, have determined to waive the
anti-dilution rights respecting the Stock effective the date hereof.
NOW, THEREFORE, in consideration of the premises, and of the promises,
covenants and conditions contained herein, the parties intending to be legally
bound, hereby agree as follows:
1. Waiver. The Waiving Parties hereby agree that the anti-dilution rights
granted under the Stock Purchase Agreement with respect to the Stock are
hereby terminated and of no further force or effect as of the date hereof.
Accordingly, the Stock is now identical in all respects to all other
shares of common stock of the Company.
2. Execution in Counterparts. This agreement may be executed in one or more
counterparts which when taken together shall constitute one agreement.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.
EMERGENSYS CORPORATION THE WAIVING PARTIES:
By: /s/ Xxxxxx Xxxxxxxx /s/ Xxxx Xxx Xxxxxxx
------------------------- ------------------------
Name: Xxxxxx Xxxxxxxx Xxxx Xxx Xxxxxxx
Title: President
GROUP INTERCAPITAL, INC.
By: /s/ Xxxxxx Xxxxxxx
-------------------------
Xxxxxx Xxxxxxx, President
GESTION CM 2000 INC.
By: /s/ Xxxxxxx Xxxxxxx
-------------------------
Xxxxxxx Xxxxxxx, President
/s/ Xxxxx Xxxxxxx
-------------------------
Xxxxx Xxxxxxx
/s/ Xxxxxxx Xxxxxxx
-------------------------
Xxxxxxx Xxxxxxx
SCHEDULE A
NAME NUMBER OF SHARES
--------------------------- --------------------
Gestion CM 2000, Inc. 500,000
c/o Xxxx Xxx Xxxxxxx
1801 XxXxxx Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxx, Xxxxxx X0X 0X0
Xxxxx Xxxxxxx 500,000
00 Xxxxxxx Xxxx
Xxxx Xxxx, Xxxxxxx X0X 0X0
Xxxxxxx Xxxxxxx 500,000
000 Xx Xxxxxxxx
Xxxxxxxx, Xxxxxx X0X 0X0
Xxxx Xxx Xxxxxxx 1,250,000
0000 XxXxxx Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxx, Xxxxxx X0X 0X0
Group Intercapital, Inc. 2,750,000
000 Xx. Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxx X00 0X0
TOTAL 5,500,000
