STOCK RETIREMENT AGREEMENT
1. Parties. The parties to this Stock Retirement Agreement ("the Parties") are
Bona Vista West Ltd. (the "Shareholder"), on the one hand, and
xxxxxxxxxxxxxx.xxx, Inc. ("forestindustry") on the other.
2. Effective Date. This Stock Retirement Agreement ("this Agreement") is made
effective the 11th day of May, 2000.
3. Recitals.
1. Whereas the Shareholder is the registered owner of 2,397,240 shares of
forestindustry's common stock represented by share certificate 2048
(the "Unencumbered Shares");
2. And whereas the Shareholder is the registered owner of 200,000 shares
of forestindustry's common stock represented by share certificate
1075, which Shares have been pledged to Teaco Properties Ltd., Xxx
Xxxxxxxx and Xxxx Xxxxxxxx (the "Pledgees") pursuant to the terms of a
Stock Pledge Agreement (the "Stock Pledge Agreement") dated January
31, 2000 (the "Pledged Shares");
3. And whereas the Unencumbered Shares and the Pledged Shares
(collectively, the "Shares") were issued to the Shareholder in
December, 1997 as founder's stock at a price of US$0.001 per share;
4. And whereas forestindustry has determined that in order to attract
future financings it would be in the best interest of forestindustry
to reduce its issued and outstanding share capital through the
surrender and retirement of the Shares;
5. And whereas the Shareholder has agreed to the surrender of the Shares
for the sole purpose of forestindustry retiring the Shares, on and
subject to the terms hereof;
6. And whereas the Pledgees have agreed to the termination of the Stock
Pledge Agreement and the Pledgees have delivered the Pledged Shares to
forestindustry for the purpose of the retirement and cancellation by
forestindustry of the Pledged Shares, on subject to the terms of this
Agreement;
7. And whereas this Agreement is entered into for the sole purpose of
facilitating the matters described in it and nothing in it should be
construed as an admission or description of any preexisting fact,
obligation, liability, right, or other matter for any purpose other
than the construction and enforcement of this Agreement.
4. Preamble. As a result of the foregoing, and in consideration of the sum of
US$1.00 now paid by forestindustry to the Shareholder and for other good
and valuable consideration, the sufficiency of which is hereby
acknowledged, including the covenants in this Agreement, the Parties agree
as follows:
5. Surrender of Shares. The Shareholder hereby surrenders to forestindustry
the Shares. The Shareholder surrenders the certificate representing the
Unencumbered Shares herewith, endorsed for transfer in blank (with
signature guaranteed), and forestindustry hereby acknowledges receipt from
the Pledgees of the Pledged Shares, also endorsed for transfer in blank
(with Signature Guaranteed), for the sole purpose of retiring the
Unencumbered Shares and the Pledged Shares.
6. Retirement of Shares. forestindustry agrees that forthwith after the
execution of this Agreement it shall retire the Shares pursuant toss.243 of
the Delaware General Corporation Law.
7. Release by forestindustry. In consideration of the surrender of the Shares
by the Shareholder to forestindustry, forestindustry, its officers,
directors, trustees, agents, employees, consultants, assigns, privies,
shareholders, affiliates and attorneys, as well as its successors, heirs
and assigns, hereby release the Shareholder and its officers, directors,
trustees, agents, employees, consultants, assigns, privies, shareholders,
affiliates and attorneys, from all claims, demands, acts, omissions, and
causes of action, known or unknown, suspected or unsuspected, which may now
exist or later be discovered, arising from, related to, or connected with
any transactions by and between the Shareholder and forestindustry, its
officers, directors, agents, employees, consultants, assigns, privies,
shareholders, affiliates and attorneys, or the facts and circumstances from
which these transactions arose, or from any other facts, actions,
occurrences, or transactions whatever arising from such transactions from
the beginning of time until the effective date of this Agreement.
Furthermore, forestindustry shall not make any claim or claims or take any
proceedings whatsoever in respect of any case, act, deed, matter, thing,
fact, or omission whatsoever and howsoever arising, whether known or
unknown, suspected or unsuspected, existing or non-existing, whether at law
or in equity, which forestindustry now has, has ever had, or at any time
hereafter shall or may have against any person, corporation, partnership or
party which results or may result in a judgement, order, claim for
contribution or indemnity or other liability on the part of the Shareholder
or any officers, directors, trustees, agents, employees, consultants,
assigns, privies, shareholders, affiliates and attorneys thereof.
Forestindustry acknowledges that the facts in respect of which the
foregoing release is made may prove to be different from the facts in that
connection now known or believed by it to be true. forestindustry accepts
the risk of the facts being different and agree that the foregoing release
shall in all respects be enforceable and not subject to termination,
rescission or variation by reason of discovery of different facts.
8. Confidentiality. The Shareholder and forestindustry agree that the
existence and terms of this Agreement are confidential and shall not be
disclosed to any person or entity except as required to comply with
applicable statutory disclosure requirements, and then only in the degree
required to comply with such requirements.
9. Representations and Warranties.
1. Good Title. The Shareholder represents and warrants that it is the
owner of the Shares, and (subject to the Stock Pledge Agreement) that
it has good and marketable title to the Shares and that the Shares are
free and clear of all liens, security interests or pledges of any kind
whatsoever. The Shares are the only shares of forestindustry owned by
the Shareholder and the Shareholder has not transferred any shares of
forestindustry to any affiliates or associates.
2. Authority. The Parties represent and warrant that they, through the
signatories indicated below, are duly authorized to enter into this
Agreement, to make its warranties and representations, to give its
releases, and to fulfill its conditions, and that none of the rights,
claims, or obligations being released under this Agreement, have been
conveyed, assigned, or otherwise transferred.
3. Reading. Each of the Parties represents that it has carefully read and
understood this entire Agreement before executing it.
4. Legal Representation. Each of the Parties acknowledges and agrees that
it has been represented in the preparation of this Agreement by legal
counsel of its choosing. Each of the Parties further acknowledges the
receipt of the advice of independent legal counsel prior to the
execution of this Agreement, and that it fully understands the terms
and provisions of this Agreement, its nature, and its effect. Each of
the Parties further represents that it is relying solely on the advice
of its own counsel in executing this Agreement and has neither
received nor relied upon any representation or opinion of any of the
other Parties or of the counsel of any of the other Parties, except
for the representations contained in this Agreement.
5. No Other Representations. The Parties represent that none of the other
Parties to this Agreement or their representatives have given them any
legal, factual, or other representations or opinions relating to this
Agreement other than those expressly contained in it.
10. Further Acts. The Parties to this Agreement shall promptly take such
further acts and execute such other documents as shall be necessary to
carry out the manifest intent of this Agreement.
11. Notice. Except as may be provided otherwise elsewhere in this Agreement,
any election, delivery, notice, or other communication required or
permitted under this Agreement shall be in writing and shall be deemed to
have been given if placed in the regular mail to the following addresses,
or such other addresses as the Parties may later specify in writing. Except
as may be provided otherwise elsewhere in this Agreement, notwithstanding
any defect in the method of delivery that prevents it from being effective
upon mailing, such an election, delivery, notice, or other communication,
if it is in writing, shall be deemed given if and when it is actually
received by such of the Parties as are entitled to receive it.
If to the Shareholder, to:
Bona Vista West Ltd.
C/o Union Securities Ltd.
Xxxxx 000, 000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
Attn: Xxxxxx Xxxxx
If to forestindustry to:
xxxxxxxxxxxxxx.xxx, Inc.
Xxxxx 000, 000 Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Attn: Xxx Xxxxxxxx
12. Integration. This Agreement constitutes the entire Agreement among the
Parties concerning its subject matter and supersedes all prior or
contemporaneous contracts, agreements, understandings, negotiations, and
discussions of the Parties, whether oral or written, concerning its subject
matter.
13. Expenses of Matters Settled. Each of the Parties shall bear its own costs,
attorneys' fees, and other expenses related to the matters referred to
herein, and no Party shall make any payment or reimbursement, or provide
any consideration, other than what may be described in this Agreement.
14. No Other Agreements. There are no other contracts, agreements, or
understandings among the Parties, other than this Agreement.
15. No Oral Modification. No amendment, modification, waiver, or termination of
this Agreement shall be binding unless it is contained in a writing signed
by the party against whom it is sought to be enforced.
16. Successors and Assigns. This Agreement shall be binding on and inure to the
benefit of the heirs, executors, administrators, successors, and assigns of
the respective parties.
17. Drafting. Each of the Parties represents that this Agreement has been
negotiated and jointly drafted and agrees that any ambiguity in it shall
not be construed against any of them.
18. Expenses of Enforcement. If any party breaches any obligations under this
agreement, the non-breaching party affected by the breach shall be entitled
to its reasonable expenses, attorneys' fees, and costs incurred in any
action taken, with or without litigation, to enforce the terms of this
Agreement, or to remedy or compensate for such a breach.
19. Counterparts. This Agreement may be executed in counterparts (including by
facsimile signature), each of which executed counterparts shall be deemed
to be a duplicate original of this Agreement, and all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF each party has caused this Agreement to be executed
individually or by a duly authorized officer.
Bona Vista West Ltd.
DATED: May 11, 2000 By:
-----------------------------
Authorized Signatory
xxxxxxxxxxxxxx.xxx, Inc.
DATED: May 11, 2000 By:
-----------------------------
Authorized Signatory
