SHARE EXCHANGE AGREEMENT
This
Share Exchange Agreement
(the
“AGREEMENT”) dated as of the 20th day of August 2007, is by and amongst
TORBAY
HOLDINGS, INC.,
a
Delaware corporation (hereinafter referred to as the “Corporation” or “Torbay”),
and XXXXXXX
XXXXXXXXXX, an individual, and
XXXXXX
XXXXXXX, an individual, (collectively,
the “Company Shareholders”).
Recitals:
A. Torbay
has offered to issue 45,000,000 shares of Torbay common stock, $.0001 par
value
(the “Common Stock”) and 2,500,000 shares of Torbay super-voting preferred
stock, carrying sixty votes per share (the “Preferred Stock” and collectively
with the Common Stock, the “Exchanged Corporation Stock”), to the Company
Shareholders in exchange for their contribution to Torbay of all of the issued
and outstanding capital stock of ICC Italy S.r.l. (the “ICC-Italy
Shares”).
B. The
Board
of Directors of Torbay, and Xxxxxx Xxxxxxx and Xxxxxxx Xxxxxxxxxx, individually,
have determined that, subject to the terms, con-ditions, agreements,
representations and warranties set forth herein, the exchange contemplated
herein will serve the general welfare and advantage of their respective
businesses.
C. Subject
to the terms and conditions set forth herein, the Company Shareholders desire
to
contribute all of the shares of ICC-Italy capital stock for shares of Exchanged
Corporation Stock in Torbay in the manner hereinafter set forth
herein.
NOW,
THEREFORE,
in
consideration of the foregoing recitals, as well as the mutual covenants
hereinafter set forth, the parties hereto, intending to be legally bound,
hereby
agree as follows:
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ARTICLE
I
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EXCHANGE
PROVISIONS
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1.1 Contribution.
Subject
to the terms and conditions hereinafter set forth:
(a) The
Company Shareholders agree to contribute, transfer, assign and convey all
of the
ICC-Italy Shares to Torbay, together with all other rights, claims and interests
it may have with respect to ICC-Italy or its respective assets, and all claims
it may have against its officers and directors, including, but not limited
to,
all rights to unpaid dividends and all claims and causes of action arising
from
or in connection with the ownership of ICC-Italy Shares or its issuance,
excluding any right, claim or interest of same arising under this Agreement
or
in connection with the transaction contemplated by this Agreement. The Company
Shareholders shall deliver to Torbay all of the stock certificates representing
all of the ICC-Italy Shares, together with a stock power therefore, duly
executed in blank and any unissued or treasury shares of common stock, to
be
held by Torbay for delivery at Closing; and
(b) If
all
milestones under 1.2 are met, Torbay shall issue the Common Stock to the
Company Shareholders.
If all milestones under 1.3 are met, Torbay shall issue the Preferred Stock
to
the Company Shareholders.
1
| 1.2 |
Common
Stock.
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The
Exchanged Corporation Stock shall be issued once all of the following conditions
are met. Whether the Exchanged Corporation Stock is issued to the
Company Shareholders
is dependent on whether Torbay meets the following milestones:
| a. |
Secure
sites for first 2 anchor stores by September 30
2007.
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| b. |
Establish
vendor/supplier relationships with telcomm/phone card/alimentary/etc.
vendors by September 30, 2007.
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| c. |
Secure
primary warehouse location by September 30, 2007.
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| d. |
Sign
consortium owner/operator members for first 3 anchor stores by
September
30, 2007.
|
| e. |
Engage
initial sales/customer service team - begin signing up satellite
stores by
September 1, 2007.
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| f. |
Have
25 satellite stores open by end of September
2007.
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| g. |
Achieve
gross sales in September of at least
$25,000.
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| h. |
Have
50 satellite stores opened by end of October,
2007.
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| i. |
Achieve
gross sales in October of at least
$200,000.
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| j. |
Open
3rd Anchor Store by November 30,
2007.
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| k. |
Achieve
gross sales of $300K in November,
2007.
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| l. |
Achieve
gross sales of $400K in December,
2007.
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| m. |
Total
Gross Sales for all 2007 of
$1,000,000.
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(the
“Common Milestones”).
| 1.3 |
Preferred
Stock.
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The
Preferred Stock shall be issued once all of the following conditions are
met.
Whether the Preferred Stock is issued to the Company Shareholders
is dependent on:
| a. |
The
Company Shareholders having successfully earned the common stock
set forth
in the Common Milestones, and
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| b. |
Torbay
having paid the funds due to The Black Diamond Fund under Section
3.5
(“Put Option”) of the Share Purchase Agreement dated June 29, 2007 as
amended..
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(the
“Preferred Milestones”, collectively with the Common Milestones, the
“Milestones”).
2
| 1.4 |
Failure
to Meet Milestones.
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If
all of
the Milestones are met by the dates set forth, the Exchanged Corporation
Stock
shall be issued to the Company Shareholders.
If Torbay becomes insolvent or if any of the above milestones are not met
(a
“Failure Event”), the Exchanged Corporation Stock shall be cancelled, unless a
majority of the disinterested members of the board of directors of Torbay
agrees
by resolution or unanimous consent to extend a date or lower a dollar value.
If
there
is a sale of Torbay, its assets, or any other liquidation event of Torbay
prior
to the date the Common Shares are received, the Company Shareholders shall,
to
the extent permitted by law, participate at a rate equal to the rights of
shares
of Exchanged Corporation Stock due to be issued after the milestones are
met.
A
Failure
Event, unless waived by a majority of the disinterested members of the Board
of
Directors of Torbay by a board resolution or unanimous consent, will affect
the
ability of the Company Shareholders to receive the Exchanged Corporation
Stock.
There shall be no further recourse by either party in relation to that Failure
Event.
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ARTICLE
II
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REPRESENTATIONS
AND
WARRANTIES
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a. The
Company Shareholders represent and warrant to Torbay that:
(i) Incorporation,
Stock, Etc.
ICC-Italy is a corporation duly organized and existing in good standing under
the laws of Italy, and shall be bestowed with : certain furniture, fixtures
and
equipment currently owned by the Company Shareholders (the corporation and
the
assets, each and collectively, being referred to as “ICC-Italy”). ICC-Italy
shall have full corporate power and authority to carry on its business as
it is
now being conducted and to own and operate its assets, businesses and
properties. All of ICC-Italy’s issued and outstanding capital stock shall be in
Torbay’s name. There
shall be no preferred shares authorized. There shall be no outstanding
subscriptions, options, warrants, convertible securities, calls, commitments
or
agreements calling for or requiring issuance or transfer, sale or other
disposition of any shares of capital stock of ICC-Italy or calling for or
requiring the issuance of any securities or rights convertible into or
exchangeable (including on a contingent basis) for shares of capital stock.
All
of the outstanding shares of ICC-Italy shall be duly authorized, validly
issued,
fully paid and non-assessable. There shall be no dividends due, to be paid
or in
arrears with respect to any of the capital stock of ICC-Italy. All of the
assets
of ICC shall be held by ICC-Italy. The Company Shareholders shall hold no
interest of any kind in any other Italian communications or ethnic-based
communications venture, or in any other venture that might reasonably be
considered to be in competition with ICC.
(ii) Litigation.
To the
best of the Company Shareholders knowledge, there are no actions, suits,
proceedings, or investigations pending or threatened or contemplated against
ICC-Italy or any of its subsidiaries at law or in equity, before any federal,
state, municipal or other governmental department, commission, board, agency
or
instrumentality, domestic or foreign. ICC-Italy is not subject to any
outstanding judgments or operating under or subject to or in default with
respect to any order, writ, injunction or decree of any court or federal,
state,
municipal or other governmental department, commission, board, agency or
instrumentality, domestic or foreign.
(iii) Compliance
with Laws.
To the
best of the Company Shareholders’ knowledge, ICC-Italy has complied in all
material respects with all laws, regulations, orders, domestic and foreign,
and
neither the present uses of their properties nor the conduct of its business
violate any such laws, regulations, orders or requirements, and ICC-Italy
has
not received any notice of any claim or assertion that it is not so in
compliance.
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(iv) Indebtedness.
Except
for the $316,494 advanced to the Company Shareholders on behalf of ICC-Italy
and
directly to ICC-Italy for expenses incurred on behalf of ICC-Italy during
its
incorporation and start up phases, neither the Company Shareholders nor
ICC-Italy has executed any instruments, entered into any agreements or
arrangements pursuant to which ICC-Italy has borrowed any money, incurred
or
guaranteed any indebtedness or established any line of credit, which represents
a liability of ICC-Italy as of the date thereof. The $316,494 sum consists
of
four payments as follows:
(v) No
Defaults.
Neither
the execution nor delivery of this Agreement nor the consummation of the
contemplated transaction are events which, of themselves or with the giving
of
notice or passage of time or both, could constitute a violation of or conflict
with or result in any breach of or default under the terms, conditions or
provisions of any judgment, law, regulation or agreement, or ICC-Italy’s
Certificate of Incorporation or Bylaws, or of any agreement or instrument
to
which ICC-Italy or any Company Shareholder is a party or by which it is bound;
or could result in the creation or imposition of any lien, charge or encumbrance
of any nature whatsoever on the property or assets of ICC-Italy; and no consent
of any third party except as expressly contemplated herein is required for
the
consummation of this Agreement by ICC-Italy or the Company
Shareholders.
(vi) Corporate
Action of ICC-Italy.
The
Company Shareholders as incorporators of ICC-Italy have duly authorized the
execution and delivery of this Agreement. This Agreement constitutes a valid,
legal and binding agreement of ICC-Italy and is enforceable in accordance
with
its terms.
(vii) Liabilities.
ICC-Italy has not incurred any liabilities except for the $316,494 in loans
and
advances from Torbay or on behalf of Torbay.
(viii) Taxes.
All
federal, state, and local tax returns, reports and declarations of estimated
tax
or estimated tax deposit forms required to be filed by ICC-Italy have been
duly
filed; ICC-Italy has paid all taxes which have become due pursuant to such
returns or pursuant to any assessment received by it, and has paid all
installments of estimated taxes due; and all taxes, levies and other assessments
which it is required by law to withhold or to collect have been duly withheld
and collected and have been paid over to the proper governmental authorities.
The Company Shareholders have no knowledge of any tax deficiency, which has
been
or might be asserted against it, which would materially and adversely affect
the
business or operations of ICC-Italy. The Company Shareholders shall provide
Torbay with copies of all tax returns, of any kind or nature, if any, filed
by
ICC-Italy, together with all accounting information.
(ix) Title
to Property; Leases.
ICC-Italy has good and defensible title to all personal property, currently
owned by ICC-Italy or the Company Shareholders and intended to be used in
the
operations of ICC-Italy.
(x) Licenses.
ICC-Italy has obtained all required licenses, permits or other governmental
authorization for the conduct of its business as now being
conducted.
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(xi) Contracts
and Commitments.
Except
for the commission due Xxxxx Xxxxx of $32,000 and the loans and advances
made by
or on behalf of Torbay there are neither contracts nor commitments of ICC-Italy
requiring any future payment to an officer, director, employee, agent or
shareholder of ICC-Italy or anyone else.
(xii) Representations
True and Correct.
This
Agreement and the Schedules and Exhibits attached hereto do not contain any
untrue statement of a material fact concerning ICC-Italy or omits any material
fact concerning ICC-Italy or the Company Shareholders which is necessary
in
order to make the statements therein not misleading. All of the representations
and warranties contained herein (including all statements contained in any
certificate or other instrument delivered by or on behalf of the Company
Shareholders pursuant hereto or in connection with the transactions contemplated
hereby) shall survive the Closing.
(xiii) Retirement
Plans.
Neither
ICC-Italy nor any of its subsidiaries are obligated under any pension plan,
profit sharing or similar employee benefit plan.
(xiv) Labor
Matters.
ICC-Italy is not and has never been a party to: (i) any profit sharing, pension,
retirement, deferred compensation, bonus, stock option, stock purchase,
retainer, consulting, health, welfare or incentive plan or agreement or other
employee benefit plan, whether legally binding or not; or (ii) any plan
providing for “fringe benefits” to its employees, including, but not limited to,
vacation, disability, sick leave, hospitalization and life insurance and
other
insurance plans, or related benefits; or (iii) any employment agreement.
No
current or former employee of either of the Company Shareholders or ICC-Italy
has any claim against ICC-Italy (whether under federal or state law, any
employment agreement or otherwise) on account of or for: (i) overtime pay;
(ii)
wages or salary for any period; (iii) vacation, timeoff or pay in lieu of
vacation or timeoff; or (iv) any violation of any statute, ordinance or
regulation relating to minimum wages or maximum hours of work. No person
or
party (i-ncluding, but not limited to, governmental agencies of any kind)
has
any claim or basis for any action or proceeding against arising out of any
statute, ordinance or regulation relating to discrimination in employment
or to
employment prac-tices or occupational safety and health standards.
(xv) Environmental
Matters.
ICC-Italy has not generated any hazardous wastes or engaged in activities,
which
are or could be interpreted to be potential violations of laws or judicial
decrees in any manner regulating the generation or disposal of hazardous
waste.
There are no onsite or offsite locations where ICC-Italy has stored, disposed
or
arranged for the disposal of chemicals, pollutants, contaminants, wastes,
toxic
substances, petroleum or petroleum products; there are no under-ground storage
tanks located on property owned or leased by ICC-Italy, and no polychlorinated
biphenyls are used or stored at any property owned or leased by
ICC-Italy.
(xxii) Legal
Representation.
The
Company Shareholders have had the opportunity to retain independent legal
counsel and independent legal counsel has had the opportunity to advise the
Company Shareholders with respect to the terms and conditions of this Agreement.
(xxiii) Financial
Statements.
ICC-Italy has maintained complete financial records of all the bank accounts,
deposits, and expenditures relative to the $316,494 in funds advanced by
or on
behalf of Torbay. These records will be provided to Torbay immediately upon
request. The financial statements have not been audited by Torbay or an outside
auditor.
(b) The
Company Shareholders warrant, represent, ack-nowledge and agree
that:
(i) The
Torbay Stock to be issued to the Company Shareholders (the “Ex-changed
Corporation Stock”)
is
being issued to the Company Shareholders without registration under applicable
United States Federal and state securities laws in reliance upon certain
exemptions from registration under such securities laws;
5
(ii) The
Company Shareholders have had the opportunity to ask ques-tions of and receive
answers from Torbay, and their respective executive officers concerning their
businesses and the Exchanged Corporation Stock and all such in-quiries have
been
completed to his satisfaction;
(iii) Each
certificate representing shares of the Ex-changed Corporation Stock will
bear a
legend restricting its transfer, sale, conveyance or hypothecation, unless
such
Ex-changed Corporation Stock is either registered under applicable securities
laws or an exemption from such registration is applicable, and provided that
if
an exemption from registration is claimed, Torbay may require an opinion
of
legal counsel that, as a result of such exemption, registration under the
securities laws is not required to transfer, sell, convey or hypothecate
such
Exchanged Corporation Stock;
(iv) The
Company Shareholders shall not transfer any Exchanged Corporation Stock except
in compliance with all applicable United States securities laws;
(v) The
Company Shareholders have not relied on the advice of Torbay its officers,
directors, agents or controlling persons in electing to participate in the
transaction herein contemplated. The Company Shareholders, by virtue of their
business or financial experience, can reasonab-y be assumed to have the capacity
to protect their own interest in connection with the transaction;
(vi) The
Company Shareholders are acquiring the Exchanged Corporation Stock for
investment purposes and not with a view to distribution or resale, nor with
the
intention of selling, transferring or otherwise disposing of all or any part
thereof for any particular price, or at any particular time, or upon the
happening of any particular event or circumstance, except selling, transferring,
or disposing the Securities made in full compliance with all applicable
provisions of the Act, the rules and regulations promulgated by the United
States Securities and Exchange Commission (the “SEC”) thereunder, and applicable
state securities laws; and that an investment in the Securities is not a
liquid
investment.
(vii) The
Company Shareholders have not received any general solicita-tion or general
advertising regarding the acquisition of the Exchanged Corporation Stock;
(viii) The
Company Shareholders are capable of evaluating the merits and risks of an
investment in the Torbay Preferred Stock because they are sophisticated
investors by virtue of their prior invest-ments and have experience in
investments similar in nature to the Exchanged Corporation Stock, including
investments in unlisted and unregistered securities, and have knowledge and
experience in financial and business mat-ters in general;
(ix) The
Company Shareholders acknowledge that there exists no public market for the
Preferred Stock, that no such public market may develop in the future and
as a
result, the acknowledges that the Exchanged Corporation Stock must be held
indefinitely unless subsequently registered under the Act or unless an exemption
from such registration is available. They are aware of the provisions of
Rule
144 promulgated under the Act which permit resale of stock purchased in a
private transaction subject to certain limitations and to the satisfaction
of
certain conditions provided for thereunder, including, among other things,
the
existence of a public market for the Exchanged Corporation Stock, the
availability of certain current public information about Torbay, the resale
occurring not less than one year after a party has purchased and paid for
the
security to be sold, the sale being effected through a “broker’s transaction” or
in transactions directly with a “market maker” and the number of shares of
Torbay stock being sold during any three-month period not exceeding specified
limitations; and
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(x) The
Company Shareholders own 100% of the issued and outstanding shares of stock
of
ICC-Italy. The ICC-Italy Shares are owned free and clear of all liens and
encumbrances.
(c) Torbay
represents and warrants that:
(i) Corporate
Status. Torbay is a corporation duly organized and existing and in good standing
under the laws of the State of Delaware. Before consideration of the securities
envisioned in this transaction, there are 190,277,900 issued and outstanding
common shares of Torbay. There are 7,500,000 issued and outstanding Series
B
preferred shares of Torbay. There are 7,500,000 warrants outstanding for
the
purchase of the same number of common shares of Torbay. Any other securities
of
any kind or nature, which can be converted into shares of stock of Torbay
are
disclosed in Torbay’s financial statements and filings with the SEC..
(ii) Company
Financial Statements.
The
audited and unaudited financial statements as filed with the SEC have been
prepared using Generally Accepted Accounting Principles. These financial
statements fairly present the financial position of the Corporation as of
the
dates set forth in the financial statements. There have been no material
changes
in the financial condition of Torbay since the date of the financial statements.
(iii) Compliance
with Laws.
To the
best of its knowledge, Torbay has complied in all material respects with
all
laws, regulations, orders, domestic and foreign, and neither the present
uses of
their properties nor the conduct of its business violate any such laws,
regulations, orders or requirements, and Torbay has not received any notice
of
any claim or assertion that it is not so in compliance.
(iv) No
Defaults.
Neither
the execution nor delivery of this Agreement nor the consummation of the
contemplated transaction are events which, of themselves or with the giving
of
notice or passage of time or both, could constitute a violation of or conflict
with or result in any breach of or default under the terms, conditions or
provisions of any judgment, law, regulation or agreement, or the Torbay
Certificate of Incorporation or Bylaws, or of any agreement or instrument
to
which Torbay or any Company is a party or by which it is bound; or could
result
in the creation or imposition of any lien, charge or encumbrance of any nature
whatsoever on the property or assets of Torbay.
(v) Corporate Action of Company. The Board of Directors of the Company has duly authorized the execution and delivery of this Agreement. This Agreement constitutes a valid, legal and binding agreement of Torbay and is enforceable in accordance with its terms.
(vi) Representations
True and Correct.
This
Agreement and the Schedules and Exhibits attached hereto do not contain any
untrue statement of a material fact concerning Torbay or omits any material
fact
concerning Torbay which is necessary in order to make the statements therein
not
misleading. All of the representations and warranties contained herein
(including all statements contained in any certificate or other instrument).
(vii) Reporting
Obligations.
Torbay
is a fully reporting company and has filed all reports with the SEC. Torbay’s
common stock is currently quoted on the Over-the-Counter-Bulletin Board system.
No warranty or representation of any kind or nature is provided with respect
to
Torbay’s eligibility to continue trading on any exchange or listing for trading
on any quotation system.
7
(viii) Indemnification.
Torbay
shall
indemnify and hold the Company Shareholders, its officers and directors,
harmless of and in respect of:
(1)
Any
damage or loss resulting from any loss, liability damage, misrepresentation,
breach of warranty or non-fulfillment on the part of Torbay under this Agreement
or from any misrepresentation or omission from any certificates or other
instrument furnished to the Company Shareholders pursuant to this
agreement.
(2)
All
actions, suits, proceedings, demands assessments, judgments, costs and expenses
incident to any of the foregoing including reasonable attorney's fees and
all
costs incurred by Company to enforce this Agreement against Torbay.
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ARTICLE
III
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INTERPRETATION
AND SURVIVAL OF
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ESENTATIONS
AND WARRANTIES
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3.1 Interpretation.
Each
warranty and representation made by a party in this Agreement or pursuant
hereto
is independent of all other warranties and representations made by the same
party in this Agreement or pursuant hereto (whether or not covering identical,
related or similar matters) and must be independently and separately satisfied.
Exceptions or qualifications to any such warranty or representation shall
not be
construed as exceptions or qualifications to any other warranty or
representa-tion.
3.2 Survival.
All
representations and warranties made in this Agreement or pursuant hereto
shall
survive the date hereof, the Closing, the con-summation of the transaction
con-templated hereby and any in-vestigation.
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ARTICLE
IV
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NON-COMPETITION
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4.1 Non-Competition.
The
Company Shareholders agree that they will not, jointly or individually, during
the term of their association with Torbay, and for a period of twenty-four
months thereafter, engage in any Competitive Activity. The term “Competitive
Activity” means engaging in any of the following activities: (A) serving as a
director of any Competitor (as defined below), (B) directly or indirectly
through one or more intermediaries, either controlling any Competitor or
owning
any equity or debt interests in any Competitor, (C) employment by, including
serving as an officer, director or partner of, providing consulting services
to,
including, without limitation, as an independent contractor, or managing
or
operating the business or affairs of, any Competitor or (D) participating
in the
ownership, management, operation or control of or being connected in any
manner
with any Competitor. The term “Competitor” as used herein means any person or
company that competes, either directly or indirectly, with any of the business
conducted by ICC or Torbay or any other affiliate, or conducts a similar
business to ICC, Torbay or any affiliate, even if said business is not in
a
similar geographical area.
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ARTICLE
V
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MISCELLANEOUS
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5.1 Notices.
All
notices, requests, demands and other communications hereunder shall be deemed
to
have been duly given if the same shall be in writing and shall be delivered
personally or sent by registered or certified mail, postage prepaid, or
electronic mail (e-mail) and addressed as set forth below:
| If to Torbay: | Xxxx Xxxxx |
|
0000
Xxxxxxxxx Xxxxx, Xxxxx X #000
|
|
|
Xxxxxx,
XX 00000
|
|
| With a copy to: | Law Offices of Xxxxxxx X. Xxxxxxxx & Associates |
| 000 Xxxxxx Xx. | |
| Xxxxxxxxxx, XX 00000 | |
| If to Company Shareholders: | Xxxxxxx Xxxxxxxxxx: |
| 000 Xxxx Xxxxx Xxxx | |
| Hamlet of Xxxx Xxxxxxxxx | |
| Xxxx Xxxxxx, XX 00000 | |
| With a copy to: | Xxxxxx Xxxxxxx |
| Xxxxx Xxxxxxxx Xxxxxxxx XX, 00 | |
| 00000 Xxxxxx, Xxxxx |
5.2 Entire
Agreement.
This
Agreement, including the Schedules attached hereto and the documents delivered
pursuant hereto, sets forth all the promises, covenants, agreements, conditions
and understandings among the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements, understandings,
inducements or conditions, expressed or implied, oral or written, except
as
herein contained. No changes of or modifications or additions to this Agreement
shall be valid unless it shall be in writing and signed by the parties
hereto.
5.3 Binding
Effect; Assignment.
This
Agreement shall be binding upon the parties hereto, their beneficiaries,
heirs
and administrators. No party may assign or transfer its interests herein,
or
delegate its duties hereunder, without the written consent of the other
parties.
5.4 Amendment.
The
parties hereby irrevocably agree that no attempted amendment, modification
or
change (collectively, “Amendment”) of this Agreement shall be valid and
effective, unless the parties shall unanimously agree in writing to such
Amendment.
5.5 No
Waiver.
No
waiver of any provision of this Agreement shall be effective unless it is
in
writing and signed by the party against whom it is asserted, and any such
written waiver shall only be applicable to the specific instance to which
it
relates and shall not be deemed to be a continuing or future
waiver.
5.6 Gender
and Use of Singular and Plural.
All
pronouns shall be deemed to refer to the masculine, feminine, neuter, singular
or plural, as the identity of the party or parties or their personal
representatives, successors and assigns may require.
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5.7 Counterparts.
This
Agreement and any Amendments may be executed in one or more counterparts,
each
of which shall be deemed an original and all of which together shall constitute
one and the same instrument.
5.8 Headings.
The
article and section headings contained in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation
of the Agreement.
5.9 Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws
of the
State of Delaware. The parties hereto submit themselves to the jurisdiction
of
such courts and waive and right to contest said jurisdiction.
5.10 Further
Assurances.
The
parties hereto shall execute and deliver such further instruments and do
such
further acts and things as may be reasonably required to carry out the intent
and purposes of this Agreement.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as
of the first date and year set forth above.
10
TORBAY
HOLDINGS, INC.
/s/
Xxxxxxx Xxxxx
By:
Xxxx
Xxxxx, President
/s/
Xxxxxxx Xxxxxxxxxx
Xxxxxxx
Xxxxxxxxxx, an individual
/s/
Xxxxxx Xxxxxxx
Xxxxxx
Xxxxxxx, an individual
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