SHARE EXCHANGE AGREEMENT
THIS
SHARE EXCHANGE AGREEMENT, dated as of the 18th day
of November, 2007 (the “Agreement”), by and among EFT BioTech Holdings, Inc. (formerly
HumWare Media Corporation), a Nevada corporation (the “Company”); the EFT
Shareholders, as listed at the end of this Agreement, each a “Seller” and
collectively the “Sellers” and EFT BioTech, Inc. (“EFT”), a Nevada corporation.
The entities above are collectively referred to as the Parties.
WITNESSETH:
WHEREAS,
the Sellers own all of the shares of the capital stock of EFT (the “EFT
Shares”).
WHEREAS,
the Company desires to acquire from the Sellers, and the Sellers desire to sell
to the Company, the EFT Shares in exchange (the “Exchange”) for the issuance by
the Company to Sellers and/or Sellers’ designees 53,300,000 shares of the
Company’s Common Stock, the “Exchange Shares”, representing 87.01% of the
Company’s capital stock on a fully diluted basis after taking into account the
transactions contemplated herein, including the Exchange,
WHEREAS,
after giving effect to the Exchange, there will be approximately 61,256,900
shares of Company Common Stock issued and outstanding,
NOW,
THEREFORE, in consideration of the premises and of the mutual representations,
warranties and agreements set forth herein, the parties hereto agree as
follows:
ARTICLE
1
THE
EXCHANGE
1.1 The Exchange. Subject
to the terms and conditions of this Agreement, on the Closing Date (as
hereinafter defined):
The
Company shall issue and deliver to Sellers and/or its designee(s) 53,300,000
Shares and Sellers shall deliver to the Company duly executed transfer documents
representing the EFT Shares.
1.2 Time and Place of
Closing. The closing of the transactions contemplated hereby (the
“Closing”) shall take place at the offices of The Xxxxxxx Law Firm on November
18, 2007 (the “Closing Date”) at 10:00 a.m., or at such place and time as
mutually agreed upon by the parties hereto.
1.3 Effective Time. The
Exchange shall become effective (the “Effective Time”) at such time as all of
the conditions to set forth in Article VII hereof have been satisfied or waived
by the Parties hereto.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES OF THE COMPANY
The
Company severally represents and warrants to the Sellers that now and/or as of
the Closing:
2.1 Due Organization and
Qualification; Due Authorization.
The
Company is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Nevada, with full corporate power and
authority to own, lease and operate its respective business and properties and
to carry on its business in the places and in the manner as presently conducted
or proposed to be conducted. The Company is in good standing as a foreign
corporation in each jurisdiction in which the properties owned, leased or
operated, or the business conducted, by it requires such qualification except
for any such failure, which when taken together with all other failures, is not
likely to have a material adverse effect on the business of the
Company.
The
Company does not own, directly or indirectly, any capital stock, equity or
interest in any corporation, firm, partnership, joint venture or other
entity.
The
Company has all requisite corporate power and authority to execute and deliver
this Agreement, and to consummate the transactions contemplated hereby. The
Company has taken all corporate action necessary for the execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby,
and this Agreement constitutes the valid and binding obligation of the Company
and the Shareholder, enforceable against the Company and the Shareholder in
accordance with its terms, except as may be affected by bankruptcy, insolvency,
moratoria or other similar laws affecting the enforcement of creditors’ rights
generally and subject to the qualification that the availability of equitable
remedies is subject to the discretion of the court before which any proceeding
therefore may be brought.
2.2 No Conflicts or
Defaults. The execution and delivery of this Agreement by the Company and
the consummation of the transactions contemplated hereby do not and shall not
(a) contravene the Articles of Incorporation or By-laws of the Company, or (b)
with or without the giving of notice or the passage of time (i) violate,
conflict with, or result in a breach of, or a default or loss of rights under,
any material covenant, agreement, mortgage, indenture, lease, instrument, permit
or license to which the Company is a party or by which the Company is bound, or
any judgment, order or decree, or any law, rule or regulation to which the
Company is subject, (ii) result in the creation of, or give any party the right
to create, any lien, charge, encumbrance or any other right or adverse interest
(“Liens”) upon any of the assets of the Company, (iii) terminate or give any
party the right to terminate, amend, abandon or refuse to perform, any material
agreement, arrangement or commitment to which the Company is a party or by which
the Company’s assets are bound, or (iv) accelerate or modify, or give any party
the right to accelerate or modify, the time within which, or the terms under
which, the Company is to perform any duties or obligations or receive any rights
or benefits under any material agreement, arrangement or commitment to which it
is a party.
2.3 Capitalization. The
authorized capital stock of the Company immediately prior to giving effect to
the transactions contemplated hereby consists of 4,975,000,000 shares of Company
Common Stock and 25,000,000 shares of Preferred Stock. As of the date hereof,
there are approximately 156,900 shares of Company Common Stock issued and
outstanding after giving effect to a 20,000 to 1 reverse stock split, and 0
shares of Preferred Stock outstanding. All of the outstanding shares of Company
Common Stock are, and the Shares when issued in accordance with the terms
hereof, will be duly authorized, validly issued, fully paid and non-assessable,
and have not been or, with respect to the Shares, will not be issued in
violation of any preemptive right of stockholders. There is no outstanding
voting trust agreement or other contract, agreement, arrangement, option,
warrant, call, commitment or other right of any character obligating or
entitling the Company to issue, sell, redeem or repurchase any of its
securities, and there is no outstanding security of any kind convertible into or
exchangeable for Company Common Stock. The Company has not granted registration
rights to any person.
2.4 No Assets or
Liabilities. Except as set forth in the Financial Statements, the Company
does not have any (a) assets of any kind or (b) liabilities or obligations,
whether secured or unsecured, accrued, determined, absolute or contingent,
asserted or unasserted or otherwise.
2.5 Taxes. The Company
has filed all tax returns and reports which were required to be filed on or
prior to the date hereof in respect of all income, withholding, franchise,
payroll, excise, property, sales, use, value-added or other taxes or levies,
imposts, duties, license and registration fees, charges, assessments or
withholdings of any nature whatsoever (together, “Taxes”), and has paid all
Taxes (and any related penalties, fines and interest) which have become due
pursuant to such returns or reports or pursuant to any assessment which has
become payable, or, to the extent its liability for any Taxes (and any related
penalties, fines and interest) has not been fully discharged, the same have been
properly reflected as a liability on the books and records of the Company and
adequate reserves therefore have been established.
2.6 Indebtedness; Contracts; No
Defaults. There are no agreements, indentures, mortgages, guarantees,
notes, commitments, accommodations, letters of credit or other arrangements or
understandings, whether written or oral, to which the Company is a
party.
2.7 Real Property. The
Company does not own or lease any real property.
2.8 Compliance with Law.
The Company is conducting its business in material compliance with all
applicable laws, ordinances, rules, regulations, court or administrative order,
decree or process (“Applicable Laws”). The Company has not received any notice
of violation or claimed violation of any Applicable Law.
2.9 Litigation.
2
There is
no claim, dispute, action, suit, proceeding or investigation pending or, to the
knowledge of the Company and the Shareholder, threatened, against the Company,
or challenging the validity or propriety of the transactions contemplated by
this Agreement, at law or in equity or admiralty or before any federal, state,
local, foreign or other governmental authority, board, agency, commission or
instrumentality, nor to the knowledge of the Company and the Shareholder, has
any such claim, dispute, action, suit, proceeding or investigation been pending
or threatened, during the twelve month period preceding the date
hereof;
There is
no outstanding judgment, order, writ, ruling, injunction, stipulation or decree
of any court, arbitrator or federal, state, local, foreign or other governmental
authority, board, agency, commission or instrumentality, against or materially
affecting the business of the Company; and
The
Company has not received any written or verbal inquiry from any federal, state,
local, foreign or other governmental authority, board, agency, commission or
instrumentality concerning the possible violation of any Applicable
Law.
2.10 Trading. The Company
Common Stock is currently trading on The Pink Sheets under the ticker symbol
HMWM.
2.11 Fees. Neither of the
Parties is obligated to pay any person any finder’s or broker’s fees in
connection with the transactions contemplated herein.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF EFT
EFT
represents and warrants to the Company that now and/or as of the
Closing:
3.1 Due Organization and
Qualification; Subsidiaries; Due Authorization.
EFT is a
companies duly organized, validly existing and in good standing in the state of
Nevada with full corporate power and authority to own, lease and operate their
businesses and properties and to carry on their businesses in the places and in
the manner as presently conducted or proposed to be conducted. EFT is in good
standing as foreign corporations in each jurisdiction in which the properties
owned, leased or operated, or the business conducted, by them requires such
qualification except for any such failure, which when taken together with all
other failures, is not likely to have a material adverse effect on the business
of EFT.
EFT has
all requisite power and authority to execute and deliver this Agreement, and to
consummate the transactions contemplated hereby and thereby. EFT has taken all
corporate action necessary for the execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby, and this Agreement
constitutes the valid and binding obligation of EFT, enforceable against EFT in
accordance with its terms, except as may be affected by bankruptcy, insolvency,
moratoria or other similar laws affecting the enforcement of creditors’ rights
generally and subject to the qualification that the availability of equitable
remedies is subject to the discretion of the court before which any proceeding
therefore may be brought.
3.2 No Conflicts or
Defaults. The execution and delivery of this Agreement by EFT and the
consummation of the transactions contemplated hereby do not and shall not (a)
contravene the governing documents of EFT, or (b) with or without the giving of
notice or the passage of time, (i) violate, conflict with, or result in a breach
of, or a default or loss of rights under, any material covenant, agreement,
mortgage, indenture, lease, instrument, permit or license to which EFT is a
party or by which EFT or any of their respective assets are bound, or any
judgment, order or decree, or any law, rule or regulation to which their assets
are subject, (ii) result in the creation of, or give any party the right to
create, any lien upon any of the assets of EFT, (iii) terminate or give any
party the right to terminate, amend, abandon or refuse to perform any material
agreement, arrangement or commitment to which EFT is a party or by which EFT or
any of its assets are bound, or (iv) accelerate or modify, or give any party the
right to accelerate or modify, the time within which, or the terms under which
EFT is to perform any duties or obligations or receive any rights or benefits
under any material agreement, arrangement or commitment to which it is a
party.
3.3 Capitalization. The
authorized capital stock of EFT immediately prior to giving effect to the
transactions contemplated hereby consists of 2,000 shares of Common Stock which
as of the date hereof there were 2,000 shares issued and outstanding. All of the
outstanding shares of EFT are duly authorized, validly issued, fully paid and
nonassessable, and have not been or, with respect to EFT Shares, will not be
transferred in violation of any rights of third parties. The EFT Shares are not
subject to any preemptive or subscription right, any voting trust agreement or
other contract, agreement, arrangement, option, warrant, call, commitment or
other right of any character obligating or entitling EFT to issue, sell, redeem
or repurchase any of its securities, and there is no outstanding security of any
kind convertible into or exchangeable for the capital stock of EFT. All of the
EFT Shares are owned of record and beneficially by Sellers free and clear of any
liens, claims, encumbrances, or restrictions of any kind.
3
3.4 Taxes. EFT have filed
all tax returns and reports which were required to be filed in any jurisdiction
on or prior to the date hereof in respect of all taxes, and has paid all Taxes
(and any related penalties, fines and interest) which have become due pursuant
to such returns or reports or pursuant to any assessment which has become
payable, or, to the extent its liability for any Taxes (and any related
penalties, fines and interest) has not been fully discharged, the same have been
properly reflected as a liability on the books and records of EFT and adequate
reserves therefore have been established.
3.5 Compliance with Law.
EFT is conducting their businesses in material compliance with all applicable
law, ordinance, rule, regulation, court or administrative order, decree or
process. EFT has not received any notice of violation or claimed violation of
any such law, ordinance, rule, regulation, order, decree, process or
requirement.
3.6 Litigation.
There is
no claim, dispute, action, suit, proceeding or investigation pending or
threatened, against or affecting EFT, or challenging the validity or propriety
of the transactions contemplated by this Agreement, at law or in equity or
admiralty or before any federal, state, local, foreign or other governmental
authority, board, agency, commission or instrumentality, has any such claim,
dispute, action, suit, proceeding or investigation been pending or threatened,
during the 12 month period preceding the date hereof;
There is
no outstanding judgment, order, writ, ruling, injunction, stipulation or decree
of any court, arbitrator or federal, state, local, foreign or other governmental
authority, board, agency, commission or instrumentality, against or materially
affecting EFT, or any of its Subsidiaries; and EFT have not received any written
or verbal inquiry from any federal, state, local, foreign or other governmental
authority, board, agency, commission or instrumentality concerning the possible
violation of any Applicable Law.
ARTICLE
IV
REPRESENTATION
AND WARRANTIES OF SELLERS
Sellers
represents and warrants to the Company that now and/or as of the
closing:
4.1 Title to Shares.
Sellers are the legal and beneficial owner of the EFT Shares, and upon
consummation of the exchange contemplated herein, the Company will acquire from
Sellers good and marketable title to such Shares, free and clear of all Liens
excepting only such restrictions upon transfer, if any, as may be imposed by
Applicable Law.
4.2 Due Authorization.
Sellers have all requisite power and authority to execute and deliver this
Agreement, and to consummate the transactions contemplated hereby and thereby.
This Agreement constitutes the valid and binding obligation of Sellers,
enforceable against Sellers in accordance with its terms, except as may be
affected by bankruptcy, insolvency, moratoria or other similar laws affecting
the enforcement of creditors’ rights generally and subject to the qualification
that the availability of equitable remedies is subject to the discretion of the
court before which any proceeding therefore may be brought.
4.3 Purchase for
Investment.
Sellers
are acquiring the Shares for investment for Sellers’ own account and not as a
nominee or agent, and not with a view to the resale or distribution of any part
thereof, and Sellers have no present intention of selling, granting any
participation in, or otherwise distributing the same, it being understood,
however, that Sellers may designate certain persons who will receive the Shares
at the Closing.
4
Sellers
understand that the Shares are not registered under the Securities Act on the
ground that the sale and the issuance of securities hereunder is exempt from
registration under the Act pursuant to Section 4(2) thereof, and that the
Company’s reliance on such exemption is predicated on such Sellers’
representations set forth herein. Sellers are “accredited investors” as that
term is defined in Rule 501(a) of Regulation D under the Act.
The
certificates representing Shares will bear a legend which states, in all
material effect the following:
THE SECURITIES EVIDENCED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR UNDER THE
SECURITIES LAWS OF ANY STATE. THIS RESTRICTED SHARE AGREEMENT AND THE SECURITIES
UNDERLYING THIS RESTRICTED SHARE AGREEMENT MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS SUCH SALE, PLEDGE,
HYPOTHECATION, TRANSFER, OR OTHER DISPOSITION SHALL HAVE BEEN REGISTERED UNDER
SAID ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR UNTIL
THE COMPANY SHALL HAVE RECEIVED A LEGAL OPINION SATISFACTORY IN FORM AND
SUBSTANCE TO THE COMPANY, THAT SUCH SECURITIES MAY BE LEGALLY SOLD OR OTHERWISE
TRANSFERRED WITHOUT SUCH REGISTRATION AND COMPLIANCE.
4.4 Investment
Experience. Sellers acknowledge that they can bear the economic risk of
his investment, and have such knowledge and experience in financial and business
matters that they are capable of evaluating the merits and risks of the
investment in the Shares.
4.5 Information. Sellers
have carefully reviewed such information as Sellers deemed necessary to evaluate
an investment in the Shares. To the full satisfaction of Sellers, they have been
furnished all materials that they have requested relating to the Company and the
issuance of the Shares hereunder, and Sellers have been afforded the opportunity
to ask questions of representatives of the Company to obtain any information
necessary to verify the accuracy of any representations or information made or
given to the Sellers. Notwithstanding the foregoing, nothing herein shall
derogate from or otherwise modify the representations and warranties of the
Company set forth in this Agreement, on which Sellers have relied in making an
exchange of the EFT Shares for the Shares.
4.6 Restricted
Securities. Sellers understand that the Shares may not be sold,
transferred, or otherwise disposed of without registration under the Act or an
exemption therefrom, and that in the absence of an effective registration
statement covering the Company Shares or any available exemption from
registration under the Act, the Shares must be held indefinitely. Sellers are
aware that the Shares may not be sold pursuant to Rule 144 promulgated under the
Act unless all of the conditions of that Rule are met. Among the conditions for
use of Rule 144 may be the availability of current information to the public
about the Company.
ARTICLE
5
COVENANTS
5.1 Further Assurances.
Each of the Parties shall use reasonable commercial efforts to proceed promptly
with the transactions contemplated herein, to fulfill the conditions precedent
for such party’s benefit or to cause the same to be fulfilled and to execute
such further documents and other papers and perform such further acts as may be
reasonably required or desirable to carry out the provisions of this Agreement
and to consummate the transactions contemplated herein.
5.2 Operation of
Business. From the date hereof through the date of the Closing, except as
expressly provided herein, each of the Company and EFT:
will
continue its business only in ordinary course;
will not,
without the written consent of the other party:
pay any
dividends, or
make
loans to stockholders or employees;
5
will not
issue any additional shares that would materially change the structure and
equity ownership position as set forth herein.
will
report to the other party any indication of potential material adverse factors
in its business or any litigation that may be threatened whereby one of the
parties would be a defendant.
ARTICLE
6
DELIVERIES
6.1 Items to be delivered to EFT
prior to or at Closing by the Company.
a. Company
Shareholder list.
b. Resolution
from the Company’s Board, and shareholder resolutions approving this
transaction.
c. Certificates
representing shares of the Shares issued in the denominations as set forth
opposite the name of Sellers and/or his designee(s).
d. Resignation
of Xxxx Xxxxxxxxxx.
e. Officer’s
Certificate; and
f. Any
other document reasonably requested by Sellers that he deems necessary for the
consummation of this transaction.
6.2 Items to be delivered to the
Company prior to or at Closing by the Sellers and EFT.
a. Duly
executed transfer documents and medallion signature original stock certificates
from Sellers transferring the EFT Shares;
b. Resolutions
from the Board of Directors of EFT and, if applicable, shareholder resolutions
approving the transactions contemplated hereby;
c. Officer’s
Certificate; and
d. Any
other document reasonably requested by the Company that it deems necessary for
the consummation of this transaction.
ARTICLE
7
CONDITIONS
PRECEDENT
7.1 Conditions Precedent to
Closing. The obligations of the Parties under this Agreement shall be and
are subject to fulfillment, prior to or at the Closing, of each of the following
conditions:
That each
of the representations and warranties of the Parties contained herein shall be
true and correct at the time of the Closing date as if such representations and
warranties were made at such time except for changes permitted or contemplated
by this Agreement; and
That the
Parties shall have performed or complied with all agreements, terms and
conditions required by this Agreement to be performed or complied with by them
prior to or at the time of the Closing.
7.2 Conditions to Obligations of
Sellers. The obligations of Sellers shall be subject to fulfillment prior
to or at the Closing, of each of the following conditions:
The
Company shall have received all of the regulatory, shareholder and other third
party consents, permits, approvals and authorizations necessary to consummate
the transactions contemplated by this Agreement.
6
7.3 Conditions to Obligations of
the Company. The obligations of the Company shall be subject to
fulfillment at or prior to or at the Closing, of each of the following
conditions:
EFT and
Sellers shall have received all of the regulatory, shareholder and other third
party consents, permits, approvals and authorizations necessary to consummate
the transactions contemplated by this Agreement.
The
Company shall have sold its wholly owned subsidiary prior to or, simultaneous
with, the Closing.
ARTICLE
8
INDEMNIFICATION
8.1 Indemnity of the
Company. The Company agrees as to defend, indemnify and hold harmless
Sellers from and against, and to reimburse Sellers with respect to, all
liabilities, losses, costs and expenses, including, without limitation,
reasonable attorneys’ fees and disbursements (collectively the “Losses”)
asserted against or incurred by Sellers by reason of, arising out of, or in
connection with any material breach of any representation or warranty contained
in this Agreement made by the Company or in any document or certificate
delivered by the Company pursuant to the provisions of this Agreement or in
connection with the transactions contemplated thereby.
8.2 Indemnity of Sellers.
Sellers agrees to defend, indemnify and hold harmless the Company from and
against, and to reimburse the Company with respect to, all Losses, including,
without limitation, reasonable attorneys’ fees and disbursements, asserted
against or incurred by the Company by reason of, arising out of, or in
connection with any material breach of any representation or warranty contained
in this Agreement and made by Sellers or in any document or certificate
delivered by Sellers pursuant to the provisions of this Agreement or in
connection with the transactions contemplated thereby.
8.3 Indemnification
Procedure. A party (an “Indemnified Party”) seeking indemnification shall
give prompt notice to the other party (the “Indemnifying Party”) of any claim
for indemnification arising under this Article VIII. The Indemnifying Party
shall have the right to assume and to control the defense of any such claim with
counsel reasonably acceptable to such Indemnified Party, at the Indemnifying
Party’s own cost and expense, including the cost and expense of reasonable
attorneys’ fees and disbursements in connection with such defense, in which
event the Indemnifying Party shall not be obligated to pay the fees and
disbursements of separate counsel for such in such action. In the event,
however, that such Indemnified Party’s legal counsel shall determine that
defenses may be available to such Indemnified Party that are different from or
in addition to those available to the Indemnifying Party, in that there could
reasonably be expected to be a conflict of interest if such Indemnifying Party
and the Indemnified Party have common counsel in any such proceeding, or if the
Indemnified Party has not assumed the defense of the action or proceedings, then
such Indemnifying Party may employ separate counsel to represent or defend such
Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and
disbursements of counsel for such Indemnified Party. No settlement of any such
claim or payment in connection with any such settlement shall be made without
the prior consent of the Indemnifying Party which consent shall not be
unreasonably withheld.
ARTICLE
9
TERMINATION
9.1 Termination. This
Agreement may be terminated at any time before or, at Closing, by:
The
mutual agreement of the Parties;
Any party
if:
Any
provision of this Agreement applicable to a party shall be materially untrue or
fail to be accomplished; or
Any legal
proceeding shall have been instituted or shall be imminently threatening to
delay, restrain or prevent the consummation of this Agreement;
Upon
termination of this Agreement for any reason, in accordance with the terms and
conditions set forth in this paragraph, each said party shall bear all costs and
expenses as each party has incurred.
7
ARTICLE
X
MISCELLANEOUS
10.1 Survival of Representations,
Warranties and Agreements. All representations and warranties and
statements made by a party to in this Agreement or in any document or
certificate delivered pursuant hereto shall survive the Closing Date for two
years. Each of the parties hereto is executing and carrying out the provisions
of this agreement in reliance upon the representations, warranties and covenants
and agreements contained in this agreement or at the closing of the transactions
herein provided for and not upon any investigation which it might have made or
any representations, warranty, agreement, promise or information, written or
oral, made by the other party or any other person other than as specifically set
forth herein.
10.2 Access to Books and
Records. During the course of this transaction through Closing, each
party agrees to make available for inspection all corporate books, records and
assets, and otherwise afford to each other and their respective representatives,
reasonable access to all documentation and other information concerning the
business, financial and legal conditions of each other for the purpose of
conducting a due diligence investigation thereof. Such due diligence
investigation shall be for the purpose of satisfying each party as to the
business, financial and legal condition of each other for the purpose of
determining the desirability of consummating the proposed transaction. The
Parties further agree to keep confidential and not use for their own benefit,
except in accordance with this Agreement any information or documentation
obtained in connection with any such investigation.
10.3 Further Assurances.
If, at any time after the Closing, the parties shall consider or be advised that
any further deeds, assignments or assurances in law or that any other things are
necessary, desirable or proper to complete the merger in accordance with the
terms of this agreement or to vest, perfect or confirm, of record or otherwise,
the title to any property or rights of the parties hereto, the Parties agree
that their proper officers and directors shall execute and deliver all such
proper deeds, assignments and assurances in law and do all things necessary,
desirable or proper to vest, perfect or confirm title to such property or rights
and otherwise to carry out the purpose of this Agreement, and that the proper
officers and directors the parties are fully authorized to take any and all such
action.
10.4 Notice. All
communications, notices, requests, consents or demands given or required under
this Agreement shall be in writing and shall be deemed to have been duly given
when delivered to, or received by prepaid registered or certified mail or
recognized overnight courier addressed to, or upon receipt of a facsimile sent
to, the party for whom intended, as follows, or to such other address or
facsimile number as may be furnished by such party by notice in the manner
provided herein:
|
Attention:
|
|
If
to any of the Sellers and EFT:
|
|
The
Xxxxxxx Law Firm
The
Galleria
0
Xxxxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxxxx 00000
Attention:
Xxxxxxxx X. Xxxxxxx, Esq.
(000)
000-0000
|
|
If
to the Company:
|
|
EFT
BioTech Holdings, Inc. (formerly HumWare Media Corporation)
00
Xxxxxx Xxxxx
Xxxxxx,
XX 00000
Attention:
Xxxx Xxxxxxxxxx
(000)
000-0000
|
10.5 Entire Agreement.
This Agreement and any instruments and agreements to be executed pursuant to
this Agreement, sets forth the entire understanding of the parties hereto with
respect to its subject matter, merges and supersedes all prior and
contemporaneous understandings with respect to its subject matter and may not be
waived or modified, in whole or in part, except by a writing signed by each of
the parties hereto. No waiver of any provision of this Agreement in any instance
shall be deemed to be a waiver of the same or any other provision in any other
instance. Failure of any party to enforce any provision of this Agreement shall
not be construed as a waiver of its rights under such
provision.
8
10.6 Successors and
Assigns. This Agreement shall be binding upon, enforceable against and
inure to the benefit of, the parties hereto and their respective heirs,
administrators, executors, personal representatives, successors and assigns, and
nothing herein is intended to confer any right, remedy or benefit upon any other
person. This Agreement may not be assigned by any party hereto except with the
prior written consent of the other parties, which consent shall not be
unreasonably withheld.
10.7 Governing Law. This
Agreement shall in all respects be governed by and construed in accordance with
the laws of the State of New Jersey applicable to agreements made and fully to
be performed in such state, without giving effect to conflicts of law
principles.
10.8 Counterparts. This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
10.9 Construction.
Headings contained in this Agreement are for convenience only and shall not be
used in the interpretation of this Agreement. References herein to Articles,
Sections and Exhibits are to the articles, sections and exhibits, respectively,
of this Agreement. As used herein, the singular includes the plural, and the
masculine, feminine and neuter gender each includes the others where the context
so indicates.
10.10 Severability. If any
provision of this Agreement is held to be invalid or unenforceable by a court of
competent jurisdiction, this Agreement shall be interpreted and enforceable as
if such provision were severed or limited, but only to the extent necessary to
render such provision and this Agreement enforceable.
10.11 Expenses. Each Party
shall separately pay for their respective costs of legal services, accounting,
auditing, communications and due diligence in connection with the transactions
contemplated hereby except that subsequent to the Closing, there shall be no
liability of the Company for any such matters.
10.12 Announcements. Unless
both the Company and EFT agree in writing, neither the Company nor EFT shall
make a public announcement regarding the transactions contemplated hereby. Any
public announcement shall be made upon the mutual agreement and written consent
of the officers of both corporations. In the event that the Company is required
under federal securities law to either (i) file any document with the SEC that
discloses the transactions contemplated hereby, or (ii) to make a public
announcement regarding the transactions contemplated hereby, the Company shall
provide EFT with a copy of the proposed disclosure no less than 48 hours before
such disclosure is made and shall incorporate into such disclosure any
reasonable comments or changes that EFT may request.
[THIS
PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE
PAGE FOLLOWS]
9
IN
WITNESS WHEREOF, each of the parties hereto has executed this Agreement first
set forth above.
|
EFT
BioTech , Inc.
By:
/s/ Xxxx X.
So
Xxxx
X. So
President
|
|
EFT BioTech Holdings, Inc.
(formerly HumWare Media Corporation)
By:
/s/ Xxxx
Xxxxxxxxxx
Xxxx
Xxxxxxxxxx
President
|
|
Sellers:
Xxxx
X. So on behalf of the Sellers
|
|
By:
/s/ Xxxx X.
So
Xxxx
X. So
|
10
