STOCK PURCHASE AGREEMENT
Exhibit
10.18
THIS
STOCK PURCHASE AGREEMENT
(this
“Agreement”)
is made
effective as of the 15th day of June, 2005, by and among Sheer Ventures, Inc.,
a
Nevada corporation (the “Company” or “Seller”) and Petrofinanz GMBH, a limited
liability company organized pursuant to the laws of the Xxxxxxxx Islands
(“Purchaser”).
WHEREAS,
the Purchaser desires to purchase 400,000 shares of the Company’s common stock
at a price of $0.50 per share (the “Shares”); and
WHEREAS,
the Company desires to sell the Shares to Purchaser and the Purchaser desires
to
purchase the Shares from the Company on the terms and conditions set forth
herein.
NOW,
THEREFORE,
in
consideration of the mutual agreements contained herein and for other good
and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Seller and Purchaser do hereby agree as follows:
ARTICLE
I
Purchase
and Sale of the Shares
Section
1.01. Purchase
and Sale.
On the
Closing Date and upon the terms and subject to the conditions set forth herein,
the Seller shall deliver the Shares to the Purchaser free and clear of all
liens, in accordance with Section 1.04 below, and Purchaser shall purchase
the
Shares from the Seller in accordance with Section 1.02 below.
Section
1.02. Purchase
Price.
The
purchase price (the “Purchase
Price”)
for the
Shares is US $200,000 ($0.50 per share), which shall be paid to Seller by
cashier’s check, certified funds or wire transfer within four (4) days of
Closing.
Section
1.03. Time
and Place of Closing.
Subject
to the satisfaction or waiver of the conditions herein, the closing (the
“Closing”)
of the
transactions contemplated by this Agreement shall take place on or before June
15th,
2005 or
at
such
time, date or place as Seller and Purchaser may agree.
Section
1.04. Delivery
of the Shares; Payment of Purchase Price.
Upon
Closing, the Company shall deliver to Purchaser a certificate representing
the
Shares, duly endorsed to Purchaser or accompanied by stock powers duly endorsed
to Purchaser. Upon payment of the Purchase Price, the Shares shall be deemed
to
be paid in full, with all taxes attributable to the transfer and sale of the
Shares paid by the Seller.
ARTICLE
II
Representations
and Warranties of the Company
Subject
to all of the terms, conditions and provisions of this Agreement, the Company
hereby represents and warrants to Purchaser, as of the date hereof and as of
the
Closing, as follows:
Section
2.01. Organization
and Qualification.
The
Company (i) is an entity duly organized, validly existing and in good standing
under the laws of the Nevada, (ii) has all requisite power and authority to
carry on its business, and (iii) is duly qualified to transact business and
is
in good standing in all jurisdictions where its ownership, lease or operation
of
property or the conduct of its business requires such qualification, except
where the failure to do so would not have a material adverse effect to the
Seller or the Company, respectively.
At
Closing, the authorized capital stock of the Company consists of 75,000,000
shares of common stock, no par value, of which 40,800,000 shares are validly
issued and outstanding. There are no shares of preferred stock authorized or
issued and there is no other class of capital stock authorized or issued by
the
Company. All of the issued and outstanding shares of common stock of the Company
are fully paid and non-assessable. None of the shares issued are in violation
of
any preemptive rights. The Company has no obligation to repurchase, reacquire,
or redeem any of its outstanding capital stock. There are no outstanding
securities convertible into or evidencing the right to purchase or subscribe
for
any shares of capital stock of the Company, there are no outstanding or
authorized options, warrants, calls, subscriptions, rights, commitments or
any
other agreements of any character obligating the Company to issue any shares
of
its capital stock or any securities convertible into or evidencing the right
to
purchase or subscribe for any shares of such stock, and there are no agreements
or understandings with respect to the voting, sale, transfer or registration
of
any shares of capital stock of the Company.
Section
2.02 Authorization.
All
corporate action on the part of Company necessary for the authorization,
execution, delivery and performance of this Agreement by the Company has been
taken or will be taken prior to the Closing. The Company has the requisite
corporate power and authority to execute, deliver and perform this Agreement.
This Agreement, when been duly executed and delivered in accordance with its
terms, will constitute a valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except as may
be
limited by bankruptcy, insolvency, reorganization, and other similar laws of
general application relating to or affecting creditors’ rights and to general
equitable principles.
Section
2.03 No
Breaches or Defaults.
The
execution, delivery, and performance of this Agreement by the Company does
not:
(i) conflict with, violate, or constitute a breach of or a default under, (ii)
result in the creation or imposition of any lien, claim, or encumbrance of
any
kind upon the Shares, or (iii) require any authorization, consent, approval,
exemption, or other action by or filing with any third party or Governmental
Authority under any provision of: (a) any applicable Legal Requirement, or
(b)
any credit or loan agreement, promissory note, or any other agreement or
instrument to which the Company is a party or by which the Shares may be bound
or affected. For purposes of this Agreement, "Governmental Authority" means
any
foreign governmental authority, the United States of America, any state of
the
United States, and any political subdivision of any of the foregoing, and any
agency, department, commission, board, bureau, court, or similar entity, having
jurisdiction over the parties hereto or their respective assets or properties.
For purposes of this Agreement, "Legal Requirement" means any law,
statute, injunction, decree, order or judgment (or interpretation of any of
the
foregoing) of, and the terms of any license or permit issued by, any
Governmental Authority.
Section
2.04 Consents.
No
permit, consent, approval or authorization of, or designation, declaration
or
filing with, any Governmental Authority or any other person or entity is
required on the part of the Company in connection with the execution and
delivery by the Seller or the Company of this Agreement or the consummation
and
performance of the transactions contemplated hereby.
Section
2.05 Pending
Claims.
There
is no claim, suit, arbitration, investigation, action or other proceeding,
whether judicial, administrative or otherwise, now pending or, to the best
of
the Company’s knowledge, threatened before any court, arbitration,
administrative or regulatory body or any governmental agency which may result
in
any judgment, order, award, decree, liability or other determination which
will
or could reasonably be expected to have any effect upon the Company, or the
transfer by the Company to Purchaser of the Shares under this Agreement, nor
is
there any basis known to the Company for any such action. No litigation is
pending, or, to the Company’s knowledge, threatened against the Company, or its
assets or properties, which seeks to restrain or enjoin the execution and
delivery of this Agreement or any of the documents referred to herein or the
consummation of any of the transactions contemplated thereby or hereby. The
Company is not subject to any judicial injunction or mandate or any
quasi-judicial or administrative order or restriction directed to or against
them or which would affect the Company or the Shares to be transferred under
this Agreement.
Section
2.06 Taxes.
The
Company has timely and accurately filed all federal, state, foreign and local
tax returns and reports required to be filed prior to such dates and have timely
paid all taxes shown on such returns as owed for the periods of such returns,
including all sales taxes and withholding or other payroll related taxes shown
on such returns. The Company has made adequate provision for the payment of
all
taxes accruable for all periods ending on or before the Closing Date to any
taxing authority and are not delinquent in the payment of any tax or
governmental charge of any nature. No assessments or notices of deficiency
or
other communications have been received by the Company with respect to any
tax
return which has not been paid, discharged or fully reserved against and no
amendments or applications for refund have been filed or are planned with
respect to any such return. There are no agreements between the Company and
any
taxing authority, including, without limitation, the Internal Revenue Service,
waiving or extending any statute of limitations with respect to any tax return.
Section
2.07. Labor
Matters.
The
Company is not a party or otherwise subject to any collective bargaining
agreement with any labor union or association. There are no discussions,
negotiations, demands or proposals that are pending or have been conducted
or
made with or by any labor union or association, and there are not pending or
threatened against the Company any labor disputes, strikes or work stoppages.
To
the best of the Company’s knowledge, the Company is in compliance with all
federal and state laws respecting employment and employment practices, terms
and
conditions of employment and wages and hours, and, to its knowledge, is not
engaged in any unfair labor practices.
Section
2.08. Compliance
with Laws.
The
Company is, and at all times prior to the date hereof has been, to the best
of
its knowledge, in compliance with all statutes, orders, rules, ordinances and
regulations applicable to it or to the ownership of their assets or the
operation of its businesses, except for failures to be in compliance that would
not have a material adverse effect on the business, properties, condition
(financial or otherwise) or prospects of the Company. The Company has no basis
to expect, nor have they received any order or notice of any such violation
or
claim of violation of any such statute, order, rule, ordinance or regulation
by
the Company.
Section
2.09. Material
Agreements; Action.
There
are no material contracts, agreements, commitments, understandings or proposed
transactions, whether written or oral, to which the Company is a party or by
which they are bound that involve or relate to: (i) any of the respective
officers, directors, stockholders or partners of the Company or any affiliates
thereof, other than in the ordinary course of business; (ii) the sale of any
of
the assets of the Company other than in the ordinary course of business; (iii)
covenants of the Company not to compete in any line of business or with any
person in any geographical area or covenants of any other person not to compete
with the Company in any line of business or in any geographical area; (iv)
the
acquisition by the Company of any operating business or the capital stock of
any
other Person; (v) the borrowing of money; or (vi) the expenditure of more than
$5,000 in the aggregate or the performance by the Company extending for a period
more than one year from the date hereof, other than in the ordinary course
of
business.
Section
2.10. No
Default.
The
Company is not in default under any term or condition of any instrument
evidencing, creating or securing any indebtedness of the Company, and there
has
been no default in any material obligation to be performed by the Company under
any other contract, lease, agreement, commitment or undertaking to which it
is a
party or by which it or its assets or properties are bound, nor has the Company
waived any material right under any such contract, lease, agreement, commitment
or undertaking.
Section
2.11. Disclosure.
No
representation or warranty of the Company contained in this Agreement (including
the exhibits hereto) contains any untrue statement or omits to state a material
fact necessary in order to make the statements contained herein or therein,
in
light of the circumstances under which they were made, not
misleading.
ARTICLE
III
Representations
and Warranties of Purchaser
Subject
to all of the terms, conditions and provisions of this Agreement, the Purchaser
hereby represents and warrants to the Seller, as of the date hereof and as
of
the Closing, as follows:
Section
3.01. Authorization.
All
corporate action on the part of Purchaser necessary for the authorization,
execution, delivery and performance of this Agreement by Purchaser has been
taken or will be taken prior to the Closing. Purchaser has the requisite
corporate power and authority to execute, deliver and perform this Agreement.
This Agreement, when been duly executed and delivered in accordance with its
terms, will constitute a valid and binding obligation of the Purchaser,
enforceable against the Purchaser in accordance with its terms, except as may
be
limited by bankruptcy, insolvency, reorganization, and other similar laws of
general application relating to or affecting creditors’ rights and to general
equitable principles.
Section
3.02. Purchase
for Investment.
Purchaser is purchasing the Shares for its own account, for investment purposes
only and not with view to any public resale or other distribution thereof.
Purchaser acknowledges that it is an Accredited Investor as that term is defined
in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended.
Purchaser and its representatives have received, or have had access to, and
have
had sufficient opportunity to review, all books, records, financial information
and other information which Purchaser considers necessary or advisable to enable
it to make a decision concerning its purchase of the Shares, and that it
possesses such knowledge and experience in financial and business matters that
it is capable of evaluating the merits and risks of his investment hereunder.
Additionally,
the Purchaser understands that any sale by the Purchaser of any of the Shares
purchased under this Agreement will, under current law, require either: (a)
the
registration of the Shares under the Act and applicable state securities acts;
(b) compliance with Rule 144 of the Act; or (c) the availability of an exemption
from the registration requirements of the Act. The Purchaser understands that
the Company has not undertaken and does not presently intend to file a
Registration Statement to register the Shares purchased hereunder. The Purchaser
hereby agrees to execute, deliver, furnish or otherwise provide to the Company
an opinion of counsel reasonably acceptable to the Company prior to any
subsequent transfer of the Shares, that such transfer will not violate the
registration requirements of the federal or state securities acts. The Purchaser
further agrees to execute, deliver, furnish or otherwise provide to the Company
any documents or instruments as may be reasonably necessary or desirable in
order to evidence and record the Shares acquired hereby.
To
assist
in implementing the above provisions, the Purchaser hereby consents to the
placement of the legend, or a substantially similar legend, set forth below,
on
all certificates representing ownership of the Shares acquired hereby until
the
Shares have been sold, transferred, or otherwise disposed of, pursuant to the
requirements hereof. The legend shall read substantially as
follows:
"THESE
SECURITIES HAVE BEEN ISSUED PURSUANT TO EXEMPTION FROM REGISTRATION CONTAINED
IN
REGULATION S OF THE SECURITIES ACT OF 1933 AND HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE FOREIGN SECURITIES
ACTS. THESE SECURITIES MAY ONLY BE RESOLD IN COMPLIANCE WITH REGULATION S
OF THE
SECURITIES ACT OF 1933."
Section
3.03 Purchasers
Information.
Purchaser
hereby confirms and represents that:
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a.
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Purchaser
understands that the Shares have not been approved or disapproved
by the
United States Securities and Exchange Commission or any foreign securities
agencies and no registration statement has been filed with any regulatory
agency.
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b.
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Purchaser
is not an underwriter and would be acquiring the Shares solely for
investment for his or her own account and not with a view to, or
for,
resale in connection with any distribution with in the meaning of
the
federal securities act, the state securities acts or any other applicable
state securities acts;
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c.
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The
undersigned Purchaser is not a person in the United States of America
and
at the time the buy order was originated, the Purchaser was outside
the
United States of America. The undersigned Purchaser is not a citizen
of
the United States (a U.S. Person) as that term is defined in Reg.
S of the
Securities Act of 1933 and was not formed by a U. S. person principally
for the purpose of investing in securities not registered under the
Securities Act of 1933.
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d.
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The
undersigned Purchaser understands the speculative nature and risks
of
investments associated with the Company, and confirms that the Shares
would be suitable and consistent with his or her investment program
and
that his or her financial position enable him or her to bear the
risks of
this investment;
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e.
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To
the extent that any federal, and/or state securities laws shall require,
the Purchaser hereby agrees that any securities acquired pursuant
to this
Agreement shall be without preference as to
assets;
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f.
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The
certificate for Shares will contain a legend that transfer is prohibited
except in accordance with the provisions of Regulation
S;
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g.
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The
Purchaser has had the opportunity to ask questions of the Company
and has
received all information from the Company to the extent that the
Company
possessed such information, necessary to evaluate the merits and
risks of
any investment in the Company;
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h.
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The
Purchaser has satisfied the suitability standards and securities
laws
imposed by government of his
residence;
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i.
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The
Purchaser has adequate means of providing for its current needs and
contingencies and has no need to sell the Shares in the foreseeable
future
(that is at the time of the investment, Purchaser can afford to hold
the
investment for an indefinite period of time);
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j.
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The
Purchaser has sufficient knowledge and experience in financial matters
to
evaluate the merits and risks of this investment and further, the
Purchaser is capable of reading and interpreting financial statements.
Further, Purchaser is an “accredited investor” as that term is defined in
applicable court cases and the rules, regulations and decisions of
the
United States Securities and Exchange
Commission.
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k.
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The
offer and sale of the Shares referred to herein is being made outside
the
United States within the meaning of and in full compliance with Regulation
S.
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l.
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The
Purchaser is not a U. S. person within the meaning of Regulation
S and is
not acquiring the Shares for the account or benefit of any U. S.
person;
and,
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m.
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The
Purchaser agrees to resell the Shares only in accordance with the
provisions of Regulation S, pursuant to registration under the Securities
Act of 1933, as amended, or pursuant to an available exemption from
registration.
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Section
3.04. No
Conflict.
The
execution and delivery by Purchaser of this Agreement and the consummation
of
the transactions contemplated hereby and thereby do not and shall not, by the
lapse of time, the giving of notice or otherwise: (a) constitute a violation
of
any law; or (b) constitute a breach of any provision contained in, or a default
under, any governmental approval, any writ, injunction, order, judgment or
decree of any governmental authority or any contract to which Purchaser is
a
party or by which Purchaser is bound or affected.
Section
3.05. Consents
and Approvals.
No
governmental approvals and no notifications, filings or registrations to or
with
any governmental authority or any other person is or will be necessary for
the
valid execution and delivery by Purchaser of this Agreement and the closing
documents to which it is a party, or the consummation of the transactions
contemplated hereby or thereby, or the enforceability hereof or thereof, other
than those which have been obtained or made and are in full force and
effect.
ARTICLE
IV
Conditions
Section
4.01. Conditions
to Obligations of each of the Parties.
The
respective obligations of each party to consummate the transactions contemplated
hereby shall be subject to the fulfillment at or prior to the Closing of the
following conditions: (a) no preliminary or permanent injunction or other order,
decree or ruling which prevents the consummation of the transactions
contemplated by this Agreement shall have been issued and remain in effect;
(b)
no claim shall have been asserted, threatened or commenced and no law shall
have
been enacted, promulgated or issued which would reasonably be expected to (i)
prohibit the purchase of, payment for or retention of the Shares by Purchaser
or
the consummation of the transactions contemplated by this Agreement or (ii)
make
the consummation of any such transactions illegal; and (c) all approvals legally
required for the consummation of the transactions contemplated by this Agreement
shall have been obtained and be in full force and effect at the
Closing.
Section
4.02. Conditions
to Obligations of Seller.
The
obligations of Seller to consummate the transactions contemplated hereby shall
be subject to the fulfillment at or prior to the Closing Date of the following
additional conditions, except as Seller may waive in writing: (a) Purchaser
shall have complied with and performed in all material respects all of the
terms, covenants, agreements and conditions contained in this Agreement which
are required to be complied with and performed on or prior to Closing; and
(b)
the representations and warranties of Purchaser in this Agreement shall have
been true and correct on the date hereof or thereof, as applicable,
and such representations and warranties shall be true and correct on and at
the
Closing (except those, if any, expressly stated to be true and correct at an
earlier date), with the same force and effect as though such representations
and
warranties had been made on and at the Closing.
Section 4.03. Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to Closing of the following additional conditions, except as Purchaser may waive in writing: (a) the Company shall have complied with and performed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closing; and (b) the representations and warranties of the Company in this Agreement shall have been true and correct on the date hereof or thereof, as applicable, and such representations and warranties shall be true and correct on and at the Closing (except those, if any, expressly stated to be true and correct at an earlier date), with the same force and effect as though such representations and warranties had been made on and at the Closing.
ARTICLE
V
Indemnification
Section
5.01. Indemnification
of Seller.
Subject
to the terms and conditions of this Article VI, Purchaser agrees to indemnify,
defend and hold harmless Seller, from and against any and all claims,
liabilities and losses which may be imposed on, incurred by or asserted against,
arising out of or resulting from, directly or indirectly:
(a) the
inaccuracy of any representation or breach of any warranty of Purchaser
contained in or made pursuant to this Agreement which was not disclosed to
Seller in writing prior to the Closing; provided
that no
such notification shall be deemed to waive or abrogate any right of Seller
with
respect to conditions to Closing in Section 4.02;
(b) the
breach of any covenant or agreement of Purchaser contained in this Agreement;
or
(c) any
claim
to fees or costs for alleged services by a broker, agent, finder or other person
claiming to act in a similar capacity at the request of Purchaser in connection
with this Agreement;
provided,
however,
that
Purchaser shall not be liable for any portion of any claims, liabilities or
losses resulting from a material breach by Seller, of any of its obligations
under this Agreement or from Seller’s gross negligence, fraud or willful
misconduct.
Section
5.02. Indemnification
of Purchaser.
Subject
to the terms and conditions of this Article V, from and after the Closing,
the
Company agrees to indemnify, defend and hold harmless the Purchaser, its
respective affiliates, its respective present and former directors, officers,
shareholders, employees and agents and its respective heirs, executors,
administrators, successors and assigns (the “Purchaser Indemnified Persons”),
from and against any and all claims, liabilities and losses which may be imposed
on, incurred by or asserted against any Purchaser Indemnified Person, arising
out of or resulting from, directly or indirectly:
(a) the
inaccuracy of any representation or breach of any warranty of the Company
contained in or made pursuant to this Agreement which was not disclosed to
Purchaser in writing prior to the Closing; provided
that no
such notification shall be deemed to waive or abrogate any right of Purchaser
with respect to conditions to Closing in Section 4.03;
(b) the
breach of any covenant or agreement of the Company contained in this
Agreement;
(c) the
conduct of the business of the Company prior to the Closing; or
(d) any
claim
to fees or costs for alleged services rendered by a broker, agent, finder or
other person claiming to act in a similar capacity at the request of the Company
in connection with this Agreement;
provided,
however,
that
the Company shall not be liable for any portion of any claims, liabilities
or
losses resulting from a material breach by Purchaser of its obligations under
this Agreement or from a Purchaser Indemnified Person’s gross negligence, fraud
or willful misconduct.
ARTICLE
VI
Miscellaneous
Section
6.01. Notices.
Any and
all notices, requests or other communications hereunder shall be given in
writing and delivered by: (a) regular, overnight or registered or certified
mail
(return receipt requested), with first class postage prepaid; (b) hand delivery;
(c) facsimile transmission; or (d) overnight courier service, to the parties
at
the following addresses or facsimile numbers:
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(i)
if to Seller/the Company, to:
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Sheer
Ventures Inc.
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Attn:
President
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000
Xxxxxxxx Xxxxx, 0xx
Xxxxx
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Xxxxxx,
Xxxxx 00000
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With
copies to:
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Xxxxxx
X. Xxxxxxx
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Xxxxxxx,
Xxxxx & Xxxxxxxxx, P.C.
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0000
Xxxxxxxx Xxxxx, Xxxxx 000
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Xxxxxxx,
Xxxxx 00000
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Telephone
Number: 000-000-0000
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Facsimile
Number: 000-000-0000
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(iii)
if to Purchaser, to:
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Petrofinanz
GMBH
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Trust
Company Complex
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Ajeltake
Road
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Ajeltake
Island
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Majuro,
Xxxxxxxx Xxxxxxx XX 00000
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or
at
such other address or number as shall be designated by either of the parties
in
a notice to the other party given in accordance with this Section 6.01. Except
as otherwise provided in this Agreement, all such communications shall be deemed
to have been duly given: (A) in the case of a notice sent by regular or
registered or certified mail, three business days after it is duly deposited
in
the mails; (B) in the case of a notice delivered by hand, when personally
delivered; (C) in the case of a notice sent by facsimile, upon transmission
subject to telephone confirmation of receipt; and (D) in the case of a notice
sent by overnight mail or overnight courier service, the next business day
after
such notice is mailed or delivered to such courier, in each case given or
addressed as aforesaid.
Section
6.02. Benefit
and Burden.
This
Agreement shall inure to the benefit of, and shall be binding upon, the parties
hereto and their successors and permitted assigns.
Section
6.03. No
Third Party Rights.
Nothing
in this Agreement shall be deemed to create any right in any creditor or other
person not a party hereto (other than the Purchaser Indemnified Persons) and
this Agreement shall not be construed in any respect to be a contract in whole
or in part for the benefit of any third party (other than the Purchaser
Indemnified Persons).
Section
6.04. Amendments
and Waiver.
No
amendment, modification, restatement or supplement of this Agreement shall
be
valid unless the same is in writing and signed by the parties hereto. No waiver
of any provision of this Agreement shall be valid unless in writing and signed
by the party against whom that waiver is sought to be enforced.
Section
6.05. Assignments.
Purchaser may assign any of their rights, interests and obligations under this
Agreement and must notify Seller in writing of any such assignment.
Section
6.06. Counterparts.
This
Agreement may be executed in counterparts and by the different parties in
separate counterparts, each of which when so executed shall be deemed an
original and all of which taken together shall constitute one and the same
agreement.
Section
6.07. Captions
and Headings.
The
captions and headings contained in this Agreement are inserted and included
solely for convenience and shall not be considered or given any effect in
construing the provisions hereof if any question of intent should
arise.
Section
6.08. Construction.
The
parties acknowledge that each of them has had the benefit of legal counsel
of
its own choice and has been afforded an opportunity to review this Agreement
with its legal counsel and that this Agreement shall be construed as if jointly
drafted by the parties hereto.
Section
6.09. Severability.
Should
any clause, sentence, paragraph, subsection, Section or Article of this
Agreement be judicially declared to be invalid, unenforceable or void, such
decision will not have the effect of invalidating or voiding the remainder
of
this Agreement, and the parties agree that the part or parts of this Agreement
so held to be invalid, unenforceable or void will be deemed to have been
stricken herefrom by the parties, and the remainder will have the same force
and
effectiveness as if such stricken part or parts had never been included
herein.
Stock
Purchase Agreement - Page 10
Section
6.10. Applicable
Law.
This
Agreement and the rights and obligations of the parties hereunder shall be
governed by and construed in accordance with the laws of the State of Nevada,
without giving effect to the conflict of law principles thereof.
Section
6.11. Submission
to Jurisdiction.
Each of
the parties hereby: (a) irrevocably submits to the non-exclusive personal
jurisdiction of any Nevada court, over any claim arising out of or relating
to
this Agreement and irrevocably agrees that all such claims may be heard and
determined in such Nevada court; and (b) irrevocably waives, to the fullest
extent permitted by applicable law, any objection it may now or hereafter have
to the laying of venue in any proceeding brought in a Nevada court.
Section
6.12. Expenses;
Prevailing Party Costs.
The
Company and Purchaser shall each pay their own expenses incident to this
Agreement and the transactions contemplated hereby and thereby, including all
legal and accounting fees and disbursements. Notwithstanding anything contained
herein or therein to the contrary, if any party commences an action against
another party to enforce any of the terms, covenants, conditions or provisions
of this Agreement, or because of a breach by a party of its obligations under
this Agreement, the prevailing party in any such action shall be entitled to
recover its losses, including reasonable attorneys’ fees, incurred in connection
with the prosecution or defense of such action, from the losing
party.
Section
6.13. Entire
Agreement.
This
Agreement sets forth all of the promises, agreements, conditions,
understandings, warranties and representations among the parties with respect
to
the transactions contemplated hereby and thereby, and supersedes all prior
agreements, arrangements and understandings between the parties, whether
written, oral or otherwise.
Section
6.14. Faxed
Signatures.
For
purposes of this Agreement, a faxed signature shall constitute an original
signature.
IN
WITNESS WHEREOF,
the
parties have duly executed this Agreement as of the day and year first above
written.
|
SELLER:
|
SHEER
VENTURES, INC.
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|||
| /s/ Xxxxxxx Xxxxxxxxx | ||||
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By:
|
||||
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Its:
|
Director | |||
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PURCHASER:
|
PETROFINANZ
GMBH
|
|||
| /s/ X. Xxxxxxxx | ||||
|
By:
|
||||
|
Its:
|
Director | |||
Stock
Purchase Agreement - Page 11
