AGREEMENT FOR SALE AND PURCHASE
This agreement is made this 20th day of May, 1999 between Tech Squared,
Inc., a Minnesota corporation, Seller, and Conjecture Silver Mines, Inc., an
Idaho corporation, Buyer.
Seller is the owner of One Thousand (1,000) shares, being all of the
outstanding shares, of the capital stock of Xxxxx Resources, Ltd, (Xxxxx) a
Minnesota corporation.
Buyer desires to acquire, and Seller desires to sell, Seller's shares
of stock in Xxxxx pursuant to the terms of this agreement.
Now, therefore, in consideration of the mutual benefits to the parties
of the covenants set forth herein, the parties agree as follows:
1. Seller agrees to sell, transfer and convey to Buyer, and Buyer agrees to
purchase and receive from Seller One Thousand (1,000) shares, being all of the
outstanding shares, of the capital stock of Xxxxx.
2. The price to be paid to Seller by Buyer for the shares of Xxxxx is $50,000,
payable as follows: Buyer will, upon execution of this Agreement, transfer to
Seller 16,000 shares of the capital stock of LSI Communications, Inc. (LSI), a
Nevada corporation ("LSI Shares"). Buyer agrees that unless Seller is able,
within 90 days from acquiring the shares of LSI, to sell the shares for at least
$50,000, Buyer will pay Seller the difference between the amount Seller is able
to obtain from the sale of the LSI Shares and $50,000 ("shortfall"). Seller may
commence selling all or a portion of the LSI Shares at any time after the
closing of this agreement. Any shortfall will be paid by Buyer in a single cash
payment, due within 15 days after being notified by Seller of a shortfall in the
sale price of the shares. Seller can make such notice upon the earlier of the
time all the LSI Shares have been sold or within 90 days from acquiring the LSI
Shares. By his signature of this Agreement as Guarantor, Xxxx Xxxxxxxx, one of
the shareholders of Buyer, guarantees Buyer's obligation stated in this
paragraph.
Buyer represents and warrants that there are no stock transfer restrictions on
the LSI Shares in LSI's books and records, that the LSI shares (I) are validly
authorized, validly issued, fully paid and nonassessable, (ii) have not been
issued and are not owned or held in violation of any preemptive right of stock
holders, (iii) are free and clear of all liens, security interests, pledges,
charges, encumbrances, stock holders agreements and voting trusts, (iv) are not
restricted securities as defined in Rule 144 adopted under the Securities Act of
1933 and will not be restricted upon closing, and (v) are freely transferable
upon closing.
Upon transfer to Seller of the LSI shares, Seller will transfer the Xxxxx shares
to Buyer.
3. The parties recognize and agree that the outstanding capital shares of Xxxxx,
hereby transferred from Seller to Buyer, represent ownership of all of the
assets and liabilities of Xxxxx, including mining property interests in Madison
County, and Xxxxx and Xxxxx and Xxxxxxxxx
Counties, Montana. The mining property interests, particularly those in Xxxxx
and Xxxxx and Xxxxxxxxx Counties, represent a liability or potential
liability for clean-up or remediation costs and natural resource damages.
Aside from this representation, Seller makes no representations or warranties
as to the assets of Xxxxx and no representations or indemnity as to the
liabilities of Xxxxx. Seller warrants only that it has the full right to sell
and transfer the shares of Xxxxx held in its name. Buyer expressly assumes
any and all liabilities of Xxxxx. Buyer hereby agrees to indemnify Seller
against any claims hereafter asserted by third parties arising in any manner
out of actions, failures to act, or property ownership of Xxxxx, before or
after this sale and purchase.
4. Seller shall, on execution of this agreement, deliver to Buyer the
resignations of the officers, directors and agent for service of process, of
Xxxxx. Buyer agrees to elect new directors, appoint new officers and designate
an agent for service of process, and to make the required filings to place of
record the names of the new officers, directors and agent in the jurisdictions
in which Xxxxx is registered.
5. This agreement may be signed in counterpart.
Tech Squared, Inc.
By/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx, President
Conjecture Silver Mines, Inc.
By/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx, President
/s/ Xxxx Xxxxxxxx
-------------------------
Xxxx Xxxxxxxx, Guarantor
