THIS ASSET PURCHASE AGREEMENT made the 25TH day of June, 1999.
BETWEEN:
XXXXXX ENGINEERING INC., a corporation duly incorporated under the laws of
the Province of British Columbia, having an office located at 0000 Xxxxxx
Xxxxxx, Xxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(hereinafter called the "Vendor")
OF THE FIRST PART
AND:
WOLF INDUSTRIES INC., a corporation duly incorporated under the laws of the
Province of British Columbia, having its registered office located at 2500
- 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Vendor owns a 25% equity interest (the "Shares") in AEI TruColor Inc.
("Trucolor"), a non reporting British Columbia company involved in the
development of a certain dental technology.
B. The Vendor has agreed to sell the Shares to the Purchaser and the Purchaser
has agreed to buy the Shares upon and subject to the terms,
representations, warranties and conditions hereinafter set out.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
certain good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by and between the parties hereto, the parties agree as
follows:
1. PURCHASE AND SALE
Upon and subject to the terms and conditions hereof the Vendor agrees to sell
and, relying on the representations, warranties, covenants and agreements of the
Vendor hereunder, the Purchaser agrees to buy the Shares from the Vendor.
2. PURCHASE PRICE
2.1 As consideration for the purchase and sale:
(a) The Purchaser will pay to the Vendor $10.00, payable upon
execution of this Agreement:
(b) The Purchaser will issue to the Vendor 50,000 restricted (section
144) shares in its capital stock, issuable upon execution of this
Agreement; and
(c) In the event Trucolor is sucessful in consummating a
manufacturing/distribution agreement, with either EFOS or a Third
Party concerning the further commercialization of the Dental Color
Analyzer as anticipated in a certain Letter Agreement dated June 25,
1998, a copy of which is attached hereto as Schedule "A", the
Purchaser will deliver to the Vendor 25% of its then existing equity
interest in Trucolor.
3. DELIVERY OF RESTRICTED SHARES
The Vendor will deliver to the Purchaser for cancellation the 4,800,000
restricted shares presently being held in trust to the benefit of the Vendor.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDOR
The Vendor represents and warrants to and covenants with the Purchaser that:
4.1 The Vendor now is the valid owner of the Shares and has good,
safeholding, and marketable title to same, free and clear of all
liens, charges, encumbrances, judgments and adverse claims.
4.2 No person, firm or corporation has any written or oral agreement,
option, understanding or commitment, or any right or privilege capable
of becoming an agreement, for the purchase from the Vendor of the
Shares.
4.3 The Vendor has good and sufficient authority and all consents, if any
are necessary, to enter into this Agreement on the terms and
conditions herein.
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4.4 All deductions required by law to be made by the Vendor from
employees' (if any) wages and salaries have been made and remitted to
the proper governmental authority or authorities, and all employees
will have been dismissed with adequate notice by Possession Date or
adequate pay in lieu of notice will have been paid by the Vendors.
4.5 The Vendor is a resident of Canada within the meaning of the Income
Tax Act (Canada).
4.6 To the best of the Vendor's knowledge the Vendor is not a party to or
threatened with any litigation or any other claim whatsoever and no
situation exists which could form the basis of a claim, which, if
successful, could adversely affect or could constitute a lien or
charge or in any other way encumber the title to the Shares or any of
them, except for a Writ of Summons issued February 18, 1999 by GPT
Management Ltd. as Plaintiff (Victoria Registry No. 99-0811).
4.7 The completion of the transaction contemplated by this Agreement will
not result in the acceleration of the time for payment of any debt
owing by the Vendor or cause any security granted by the Vendor to
become enforceable.
5. CONDITIONS PRECEDENT TO CLOSING
The completion of the sale and purchase of the Shares is subject to the
warranties, representations and covenants set forth herein being true and
correct upon execution hereof having been waived by the Purchaser;
The foregoing condition is inserted for the exclusive benefit of the Purchaser
and may be waived by the Purchaser in his absolute discretion in whole or in
part at any time. If the foregoing condition has not been complied with in whole
or in part and such non-compliance has not been waived in writing by the
Purchaser prior to the execution hereof, the Purchaser will be released from all
obligations hereunder and this Agreement will, at the option of the Purchaser,
be null and void and no further effect.
6. CLOSING DATE, POSSESSION DATE AND PROCEDURE
6.1 The Closing Date will be the execution date of this Agreement.
6.2 Subject to compliance with the terms and conditions hereof and
completion of this transaction as hereinafter described, the transfer
of the Shares will be deemed to take effect as at the close of
business on the Closing Date.
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6.3 Subject to the terms and conditions hereof, the closing of the
transaction set out in this Agreement will be completed on the Closing
Date in the following manner:
(a) the Vendor will deliver a valid share certificate duly signed off
in favour of the Purchaser;
(b) the Purchaser will deliver to the Vendor a certified cheque or
certified trust cheque from the Purchaser's solicitor in the
amount required to be paid pursuant to paragraph 2.1.
7. MISCELLANEOUS
7.1 This Agreement constitutes the entire Agreement between the parties
and supersedes and cancels all prior representations, communications
and Agreements between the parties hereto relating to the transactions
set out in this Agreement.
7.2 Time will be of the essence of this Agreement.
7.3 Notice may be given to any party hereto by personal service or by
prepaid first class registered mail addressed to the party at his or
its address set out on page one of this Agreement. Any notice, if
mailed, will be deemed to have been received at the end of three days,
excluding Saturdays, Sundays and Holidays, after mailing unless there
exists a labour dispute or other event at the time of mailing or
within three days thereafter, excluding Saturdays, Sundays and
Holidays, which would affect the normal delivery of the notice by
Canada Post, in which case notice will only be effective hereunder by
actual delivery. Any party hereto may from time to time advise the
other parties hereto of a change in address and thereafter all notice
intended to be given to that party will only be properly given if
addressed or delivered to the new address.
7.4 Neither party hereto may assign his interest in this Agreement without
the prior written consent of the other party. Subject thereto, this
Agreement will enure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators,
successors and permitted assigns.
7.5 All costs of each party hereto will be borne by the party incurring
the same.
7.6 Wherever the singular or the masculine are used in this Agreement the
same will be deemed to include the plural or the feminine, or the body
politic or corporate where the context or the parties so require.
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7.7 Unless otherwise stated a reference herein to a numbered or lettered
clause or to a schedule refers to the clause or schedule bearing that
number or letter in this Agreement.
IN WITNESS WHEREOF the Parties have hereunto set their hands and seals to this
Agreement as of the day and year first above written.
XXXXXX ENGINEERING INC.
/S/ Xxxxxx Xxxxxx
Authorized Signatory
WOLF INDUSTRIES INC.
/s/ X. XxXxxxx
Authorized Signatory
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