AGREEMENT
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THIS AGREEMENT dated for reference the 24th day of September, 2002.
AMONG:
FARLINE VENTURE CORPORATION, a body corporate
----------------------------
with offices at Suite 2100 - 0000
Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx
(hereinafter the "Vendor")
OF THE FIRST PART
AND:
XXXXXXX XXX, of 0000 Xxxxxx Xxxxxx
------------
Xxxxxxxxx, XX X0X 0X0
(hereinafter the "Vendor's Principal")
OF THE SECOND PART
AND:
XXXXXXX SEVEN, XXX XXXXXXXXX, XXXXX XXXXXX,
------------- ------------- -------------
XXXXXX XXXXX, XXXXX XXXXXX, and
------------- -------------
FLAX-FLEX FABRICATORS, LTD., of
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00000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
(hereinafter the "Purchasers")
OF THE THIRD PART
WHEREAS the Vendor is the holder of 5,721,435 common shares (the "Vendor's Share
Position") of Thinka Weight Loss Corporation (the "Company").
AND WHEREAS the Purchasers are directors, officers, key employees, consultants
or shareholders of Transworld Benefits, Inc. ("Transworld").
AND WHEREAS the Purchasers wish to acquire 5,300,000 shares of the Vendor's
Share Position.
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NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the foregoing
and of the mutual covenants and conditions hereinafter contained, the parties
hereto have agreed and do hereby agree as follows:
1. For the consideration set out in paragraph (2) hereof the Vendor
agrees to sell and the Purchasers agree to purchase, a total of 5,300,000 shares
(the "Purchaser Shares") being a portion of the Vendor's Share Position.
2. The aggregate purchase price payable at closing will be $150,000 US
(the "Purchase Price") being approximately $0.0283 per share.
3. The Purchaser's Shares will be transferred at closing to the
Purchasers as follows:
Purchaser No. of Shares Portion of Purchase Price
--------------------------------------------------------------------------
Flax-Flex Fabricators, Ltd. 3,383,000 $ 109,899
Xxxxxxx Seven 1,000,000 28,300
Xxx Xxxxxxxxx 167,000 4,726
Xxxxxx Xxxxx 100,000 2,830
Xxxxx Xxxxxx 100,000 2,830
Xxxxx Xxxxxx 50,000 1,415
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5,300,000 $ 150,000
4. Each Purchaser represents to the Vendor as follows:
a. The Purchaser is acquiring the Shares for his own account for
investment purposes, with no present intention of dividing interest
with others or reselling or otherwise disposing of any or all of the
Purchaser Shares;
b. The Purchaser does not intend any sale of the Purchaser 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;
c. The Purchaser has no present or contemplated agreement providing for
the sale or other disposition of the Purchaser Shares;
d. The Purchaser is not aware of any circumstance presently in existence
which is likely in the future to prompt a sale or other disposition of
the Purchaser Shares; and
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e. The Purchaser possesses the financial and business experience to make
an informed decision to acquire the Shares and has had access to all
information relating to the Company and its business operations which
would be necessary to make an informed decision to purchase the
Purchaser Shares.
f. The Purchaser acknowledges and agrees that the Shares are restricted
shares, as contemplated under the United States Securities Act of 1933
----------------------
(the "1933 Act") which have been issued to the Vendor pursuant to
Section 4(2) of the 1933 Act without registration and that all share
certificates representing the Shares will be endorsed with the
following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY
NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE
REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH
REGISTRATION."
5. The Vendor and the Vendor's Principal represent as follows:
a. The Vendor's Share Position is owned by the Vendor as the beneficial
owner thereof with a good and marketable title thereto free and clear
of all mortgages, liens, charges, security interests, adverse claims,
charges, encumbrances, and demands whatsoever.
b. No person, firm or corporation has any agreement or option or any
right or privilege (whether by law, pre-emptive or contractual)
capable of becoming an agreement or option for the purchase from the
Vendor of any of the Vendor's Share Position.
c. The Vendor and the Vendor's Principal have no claims against the
Company and the Company is not indebted to the Vendor or the Vendor's
Principal.
6. The Vendor agrees that with respect to the balance of the Vendor's
Share Position, the Vendor will not sell any shares except in accordance with
Rule 144 promulgated under the 1933 Act and in any event, will not sell more
than 60,000 shares in any 30 day period.
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7. To the extent that the Vendor complies with the volume restrictions
of paragraph 6 hereof, the Purchasers agree to fully cooperate with the Vendor
with respect to the Vendor's disposition of the balance of the Vendor's Share
Position and to use their best efforts to assist the Vendor with respect to the
removal of any legend with respect to the sale of the balance of the Vendor's
Share Position.
8. Closing shall take place at the offices of Cane O'Xxxxx Xxxxxx LLC
in Las Vegas, Nevada, on the 90th day following the date of this Agreement or at
such earlier date as the Purchasers may on three days' notice, specify.
9. It shall be a condition of closing of this Agreement that concurrent
or prior to closing, the Company shall have acquired all the issued and
outstanding shares of Transworld in exchange for the issuance of 4,500,000
common shares of the Company.
10. At Closing, the Vendor shall deliver to the Purchasers certificates
representing the Shares, duly endorsed in blank for transfer with the Vendor's
signature properly guaranteed or with a duly executed and guaranteed stock power
of attorney and directors resolution.
11. At Closing, the Purchasers shall deliver to the Vendor attorney's
trust checks for the Purchase Price.
12. This agreement and the application or interpretation of it shall be
governed exclusively by the laws of the State of Nevada and each party
irrevocably attorns to the jurisdiction of the courts of Nevada.
13. Time shall be of the essence of this agreement.
14. Each provision of this agreement shall be severable. If any
provision of it is illegal or invalid, the illegality or invalidity shall not
affect the validity of the remainder of this agreement.
15. This agreement is to be read with all changes in gender or number
as required by the context.
16. The parties hereto agree to execute and deliver such further and
other documents and perform and cause to be performed such further and other
acts and things as may be necessary or desirable in order to give full effect to
this agreement and every part thereof.
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17. Any notice to be given under this Agreement shall be duly and
properly given if made in writing and by delivering or telecopying the same to
the addressee at the address as set out on page one of this Agreement. Any
notice given as aforesaid shall be deemed to have been given or made on, if
delivered, the date on which it was delivered or, if telecopied, on the fifth
business day after it was telecopied. Any party hereto may change its address
for notice from time to time by notice given to the other parties hereto in
accordance with the foregoing.
18. This agreement constitutes the entire agreement between the Parties
and supersedes all prior and contemporaneous agreements, understandings and
discussions, whether oral or written, and there are no warranties or
representations between the parties except as expressly provided in this
agreement.
19. This agreement shall enure to the benefit of and be binding on the
parties, their respective heirs, executors, administrators and assigns.
20. This agreement may be executed in counterparts which together shall
form one and the same instrument.
IN WITNESS WHEREOF this agreement has been executed by the parties as of
the day and year first above written.
FARLINE VENTURE CORPORATION
by its authorized signatory:
___/S/____________________________
Signature of Authorized Signatory
__________________________________
Name and Title of Authorized Signatory
SIGNED, SEALED AND DELIVERED
BY XXXXXXX XXX in the presence of:
_____________________________ __/S/XXXXXXX INY_________
Name of Witness XXXXXXX XXX
_____________________________
Address of Witness
_____/S/_____________________
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SIGNED, SEALED AND DELIVERED
BY XXXXXXX SEVEN in the presence of:
_____________________________ __/S/XXXXXXX SEVEN_______
Name of Witness XXXXXXX SEVEN
_____________________________
Address of Witness
______/S/____________________
SIGNED, SEALED AND DELIVERED
BY XXX XXXXXXXXX in the presence of:
_____________________________ __/S/XXX ROBERTSON_______
Name of Witness XXX XXXXXXXXX
_____________________________
Address of Witness
____/S/______________________
SIGNED, SEALED AND DELIVERED
BY XXXXX XXXXXX in the presence of:
_____________________________ __/S/XXXXX ROMINE________
Name of Witness XXXXX XXXXXX
_____________________________
Address of Witness
____/S/______________________
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SIGNED, SEALED AND DELIVERED
BY XXXXXX XXXXX in the presence of:
_____________________________ __/S/XXXXXX BLAKE________
Name of Witness XXXXXX XXXXX
_____________________________
Address of Witness
SIGNED, SEALED AND DELIVERED
BY XXXXX XXXXXX in the presence of:
_____________________________ __/S/PIRJO JARVIS________
Name of Witness XXXXX XXXXXX
_____________________________
Address of Witness
______/S/____________________
_____________________________
FLAX-FLEX FABRICATORS, LTD.
by its authorized signatory:
_____/S/__________________________
Signature of Authorized Signatory
__________________________________
Name and Title of Authorized Signatory
