Exhibit 10.1
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement ("Agreement"), dated as of
__________________, 2002, among, Xxx Xxxxxx, Xxxxxx Xxxxxx (collectively the
"Sellers"), and Goaltimer International, Inc. ("GTI"), and
______________________ ( the "Buyer").
W I T N E S S E T H:
A. WHEREAS, GTI is a corporation duly organized under the laws of the
State of Colorado.
B. WHEREAS, each of the Sellers owns 350,000 shares of common stock of GTI.
C. WHEREAS, Buyer wishes to purchase an aggregate of 350,000 shares of common
stock, the Sellers (collectively, the "Purchase Shares"), and the Sellers
desire to sell the Purchase Shares to Buyer free and clear of liens and
encumbrances.
D. WHEREAS, prior to the transaction Buyer is not an affiliate of GTI.
E. GTI is joining in this agreement to provide certain warranties and
representations, and because it will be the beneficiary of a subscription
payment of $150,000 pursuant to the terms hereof, for purchase of 1,500,000
shares of common stock of Goaltimer International, Inc.
NOW, THEREFORE, it is agreed among the parties as follows:
ARTICLE I
The Consideration
1.1 Subject to the conditions set forth herein, Sellers shall sell to Buyer
and Buyer shall purchase an aggregate of 350,000 shares of common stock of GTI
from Sellers. The purchase price for the shares to be paid by Buyer to Sellers
is $75,000 (the "Consideration") for which $20,000 is herewith paid to Sellers
through escrow agent, Business Finanacial Systems In. Escrow Account, and is
deemed non-refundable consideration for the Share Purchase Agreement. The
balance of the purchase price of $55,000 shall be paid at closing as hereinafter
specified.
1.2 As additional consideration, buyer shall subscribe for and
purchase, at or prior to closing, 1,500,000 shares of common stocks of GTI for
$150,000 to be issued from unissued but authorized shares of GTI
ARTICLE II
Closing and Conveyance of Shares
2.1 The Purchase Shares shall be conveyed by Sellers to Buyer with duly
executed stock powers by depositing with escrow agent for delivery to buyer,
upon receipt of the Consideration by Sellers, and satisfaction of a) the
conditions precedent in Article VI, and b) procedures in Article 5.
2.2 Closing hereunder shall be completed by delivery in escrow business
Finanacial Systems, Inc. Escrow Account of the requisite closing documents, cash
consideration and share certificates on or before November 8, 2002 at 5:00 p.m.
PST ("Closing Date") subject to satisfaction of the terms and conditions set
forth herein. Consideration may be delivered by Federal Express or wire
transfers, and any closing documents may be delivered by facsimile, Federal
Express or other appropriate means.
ARTICLE III
Representations, Warranties and Covenants of Sellers and GTI as to GTI
Sellers and GTI each hereby, represents, warrants and covenants to
Buyer as follows:
3.1 GTI is a corporation duly organized, validly existing and in good
standing under the laws of the State of Colorado, and has the corporate power
and authority to own or lease its properties and to carry on its business as it
is now being conducted. The Articles of Incorporation and Amendments and Bylaws
of GTI, which will be delivered to Buyer at closing, are complete and accurate,
and the minute books of GTI, copies of which have also been delivered to Buyer,
contain a record, which is complete and accurate in all material respects, of
all meetings, and all corporate actions of the shareholders and Board of
Directors of GTI.
3.1 (a)The authorized capital stock of GTI consists of 100,000,000 shares
of common stock. There are 1,945,358 shares of Common Stock of GTI issued and
outstanding. All such shares of capital stock of GTI are validly issued, fully
paid, non-assessable and free of preemptive rights. GTI has no outstanding
options, warrants, or other rights to purchase, or subscribe to, or other
securities convertible into or exchangeable for any shares of capital stock of
GTI, or contracts or arrangements of any kind relating to the issuance, sale or
transfer of any capital stock or other equity securities of GTI except that
certain shares may be issued pursuant to Article 9.8 hereof, to Buyer. All of
the outstanding shares of capital stock of GTI have been offered, issued, sold
and delivered in compliance with applicable federal and state securities laws
and none of such securities were, at the time of issuance, subject to preemptive
rights. None of such issued and outstanding shares is the subject of any voting
trust agreement relating to the voting thereof or restricting in any way the
sale or transfer thereof.
(b) The Sellers own the Purchase Shares that they are
conveying pursuant to this Agreement beneficially and of record, free and clear
of any lien, pledge, security interest or other encumbrance, and, upon payment
for the Purchase Shares as provided in this Agreement, the Buyer will acquire
good and valid title to the Purchase Shares, free and clear of any lien, pledge,
security interest or other encumbrance. None of the Purchase Shares are the
subject of any voting trust agreement or other agreement relating to the voting
thereof or restricting in any way the sale or transfer thereof except for this
Agreement. Each Seller has full right and authority to transfer such Purchase
Shares pursuant to the terms of this Agreement.
3.3 GTI does not own nor has it owned, in the last five years, any
outstanding shares of capital stock or other equity interests of any
partnership, joint venture, trust, corporation, limited liability company or
other entity and there are no obligations of GTI to repurchase, redeem or
otherwise acquire any capital stock or equity interest of another entity.
3.4 This Agreement has been duly authorized, validly executed and delivered
on behalf of the Sellers and GTI and is a valid and binding agreement and
obligation of GTI and Sellers enforceable against the parties in accordance with
its terms, subject to limitations on enforcement by general principles of equity
and by bankruptcy or other laws affecting the enforcement of creditors' rights
generally, and Sellers and GTI have complete and unrestricted power to enter
into and, upon the appropriate approvals as required by law, to consummate the
transactions contemplated by this Agreement.
3.5 Neither the making of nor the compliance with the terms and provisions
of this Agreement and consummation of the transactions contemplated herein by
Sellers or GTI will conflict with or result in a breach or violation of the
Articles of Incorporation or Bylaws of GTI, or of any material provisions of any
indenture, mortgage, deed of trust or other material agreement or instrument to
which GTI or Sellers are a party, or of any material provision of any law,
statute, rule, regulation, or any existing applicable decree, judgment or order
by any court, federal or state regulatory body, administrative agency, or other
governmental body having jurisdiction over GTI or Sellers, or any of its
material properties or assets, or will result in the creation or imposition of
any material lien, charge or encumbrance upon any material property or assets of
GTI pursuant to the terms of any agreement or instrument to which GTI is a party
or by which GTI may be bound or to which any of GTI property is subject and no
event has occurred with which lapse of time or action by a third party could
result in a material breach or violation of or default by GTI or Sellers.
3.6 There is no claim, legal action, arbitration, governmental
investigation or other legal or administrative proceeding, nor any order, decree
or judgment in progress, pending or in effect, or to the best knowledge of the
Sellers threatened against or relating to GTI or affecting any of its assets,
properties, business or capital stock. There is no continuing order, injunction
or decree of any court, arbitrator or governmental authority to which GTI is a
party or by which GTI or its assets, properties, business or capital stock are
bound.
3.7 GTI has accurately prepared and filed all federal, state and other tax
returns required by law, domestic and foreign, to be filed by it, has paid or
made provisions for the payment of all taxes shown to be due and all additional
assessments, and adequate provisions have been and are reflected in the
financial statements of GTI for all current taxes and other charges to which GTI
is subject and which are not currently due and payable. None of the Federal
income tax returns of GTI have been audited by the Internal Revenue Service or
other foreign governmental tax agency. GTI has no knowledge of any additional
assessments, adjustments or contingent tax liability (whether federal or state)
pending or threatened against GTI for any period, nor of any basis for any such
assessment, adjustment or contingency.
3.8 GTI has delivered to Buyer audited financial statements dated
December 31, 2001 and unaudited financial statements for the period ended June
30, 2002. All such statements, herein sometimes called "GTI Financial
Statements" are complete and correct in all material respects and, together with
the notes to these financial statements, present fairly the financial position
and results of operations of GTI for the periods indicated. All financial
statements of GTI have been prepared in accordance with generally accepted
accounting principles. The September 30, 2002 10QSB will be completed and filed
on or before closing hereunder.
3.9 As of the date hereof, GTI, represents and warrants that all
outstanding indebtedness of GTI is as shown on the financial statements except
for legal and consulting services and director fees related to this transaction
and all such indebtedness, if any, which will be the sole responsibility of the
Sellers and shall be paid by the Sellers at the Closing hereunder. Certain old
payables dating back to 1992 - 1994 shall be written off based upon a legal
opinion that the Statute of Limitations for enforcement has expired, such
opinion to be furnished by sellers, at or prior to closing.
3.10 Since the dates of the GTI Financial Statements, there have not
been any material adverse changes in the business or condition, financial or
otherwise, of GTI. GTI does not have any liabilities, commitments or
obligations, secured or unsecured except as shown on updated financials (whether
accrued, absolute, contingent or otherwise).
3.11 GTI is not a party to any contract performable in the future
except to issue shares set forth in 9.8 hereof.
3.12 The representations and warranties of the GTI shall be true
and correct as of the date hereof.
3.13 GTI will have delivered to Buyer, all of its corporate books
and records for review.
3.14 GTI has no employee benefit plan in effect at this time.
3.15 No representation or warranty by GTI or the Sellers in this
Agreement, or any certificate delivered pursuant hereto contains any untrue
statement of a material fact or omits to state any material fact necessary to
make such representation or warranty not misleading.
3.16 Buyer has received copies of Form 10SB as filed with the
Securities and Exchange Commission ("SEC") which included audits for the year
ended December 31, 2001 and each of its other reports to shareholders filed with
the SEC through the period ended June 30, 2002. GTI is a registered company
under the Securities Exchange Act of 1934, as amended.
3.17 GTI has duly filed all reports required to be filed by it under
the Securities Exchange Act of 1934, as amended (the "Federal Securities Laws").
No such reports, or any reports sent to the shareholders of GTI generally
contained any untrue statement of material fact or omitted to state any material
fact required to be stated therein or necessary to make the statements in such
report, in light of the circumstances under which they were made, not
misleading.
3.18 The Buyer has not received any general solicitation or general
advertising regarding the shares of Seller's common stock.
3.19 GTI has conducted no business whatsoever since December 31, 2000,
has incurred no liabilities except as shown on the financial statements and fees
in conjunction with this transaction, which fees incurred in conjunction with
this transaction shall be paid at closing
ARTICLE IV
Termination of Representation and
Warranties and Certain Agreements; Indemnification
4.1 The respective representations and warranties of the parties hereto
shall survive this Agreement for two years and the continuing covenants shall
survive hereafter, pursuant to their terms.
4.2 The right to indemnification or payment of Damages (as defined in
section 4.4) or other remedy based on any representation, warranty, covenant or
obligation of a party hereunder shall not be waived by any investigation
conducted with respect to, or any knowledge acquired (or capable of being
acquired) at any time, whether before or after the execution and delivery of
this Agreement, with respect to the accuracy or inaccuracy of or compliance
with, any such representation, warranty, covenant or obligation.
4.3 The waiver of any condition to a party's obligation to consummate the
transactions contemplated hereunder, where such condition is based on the
accuracy of any representation or warranty, or on the performance of or
compliance with any covenant or obligation, will not affect the right to
indemnification, or payment of Damages, or other remedy based on such
representation, warranty, covenant or obligation.
4.4 Sellers and GTI, jointly and severally, shall indemnify and hold
harmless the Buyer and its respective officers, directors and affiliates (the
"Buyer Indemnified Persons") for, and will pay to the Buyer Indemnified Persons,
the amount of, any loss, liability, claim, damage (including, without
limitation, incidental and consequential damages), cost, expense (including,
without limitation, interest, penalties, costs of investigation and defense and
the reasonable fees and expenses of attorneys and other professional experts) or
diminution of value, whether or not involving a third-party claim (collectively,
"Damages"), directly or indirectly arising from, attributable to or in
connection with:
(a) any representation or warranty made by Sellers or GTI in this agreement or
any closing deliveries, that is, or was at the time made, false or
inaccurate, or any breach of, or misrepresentation with respect to, any
such representation or warranty; and
(b) any breach by any of the Sellers or GTI of any covenant, agreement or
obligation of GTI or Sellers contained in this agreement.
(c) any claims or litigation relating to GTI now pending or threatened or which
may hereafter be brought against Buyer and/or GTI or Sellers based upon
events occurring prior to the date hereof and not attributable to the acts
of the Buyer.
(d) any and all actions, suits, proceedings, claims, demands, assessments,
judgments, costs, losses, liabilities and reasonable legal and other
expenses incident to any of the foregoing.
4.5 Sellers and GTI shall have no liability for indemnification with
respect to any representation or warranty, unless, on or before the second
anniversary of the date hereof, the Buyer notifies the Sellers of a claim
specifying the basis thereof in reasonable detail to the extent then known by
Buyer. A claim with respect to any covenant, agreement or obligation contained
in this agreement, may be made at any time without any time limitation.
4.6 Promptly after receipt by an indemnified party of written notice (the
"Notice of Claim") of the commencement of any action, suit or proceeding against
it, or written threat thereof, such indemnified party will, if a claim is to be
made against an indemnifying party under either of said sections, as applicable,
give notice to the indemnifying party of the commencement of such action, suit
or proceeding. The indemnified party shall furnish to the indemnifying party in
reasonable detail such information as the indemnified party may have with
respect to such indemnification claims (including copies of any summons,
complaint or other pleading which may have been served on it and any written
claim, demand, invoice, billing or other document evidencing or assenting the
same). Subject to the limitations set forth in this section, no failure or delay
by the indemnified party in the performance of the foregoing shall reduce or
otherwise affect the obligation of the indemnifying party to indemnify and hold
the indemnified party harmless except to the extent that such failure or delay
shall have materially and adversely affected the indemnifying party's ability to
defend against, settle or satisfy any action, suit or proceeding the claim for
which the indemnified party is entitled to indemnification hereunder. The
foregoing shall not apply to the extent inconsistent with the provisions of
section 4.8 relating to Proceedings.
4.7 If the claim or demand set forth in the Notice of Claim given by the
indemnified party is a claim or demand asserted by a third party, the
indemnifying party shall have 30 days after the Date of Notice of Claim to
notify the indemnified party in writing of its election to defend such third
party claim or demand on behalf of the indemnified party (the "Notice Period");
provided, however, that the indemnified party is authorized to file any motion,
answer or other pleading which it deems necessary or appropriate to protect its
interests during the Notice Period. If the indemnifying party elects to defend
such third party claim or demand, the indemnified party shall make available to
the indemnifying party and its agents and representatives all records and other
materials which are reasonably required in the defense of such third party claim
or demand and shall otherwise cooperate (at the sole cost and expense of the
indemnifying party) with, and assist (at the sole cost and expense of the
indemnifying party) the indemnifying party in the defense of, such third party
claim or demand, and so long as the indemnifying party is diligently defending
such third party claim in good faith, the indemnified party shall not pay,
settle or compromise such third party claim or demand. If the indemnifying party
elects to defend such third party claim or demand, the indemnified party shall
have the right to control the defense of such third party claim or demand, at
the indemnified party's own expense. If the indemnifying party does not elect to
defend such third party claim or demand or does not defend such third party
claim or demand in good faith, the indemnified party shall have the right, in
addition to any other right or remedy it may have hereunder at the indemnifying
party's expense, to defend such third party claim or demand.
4.8 The term "Date of Notice of Claim" shall mean the date the Notice of
Claim is effective pursuant to section 4.6 of this Agreement.
4.9 A claim for indemnification for any matter not involving a third-party
claim may be asserted by notice to the party from whom indemnification is
sought.
4.10 Any legal action or proceeding with respect to this Agreement or any
matters arising out of or in connection with this Agreement or the transactions
contemplated hereby or the documents executed and delivered in connection
herewith, and any action for enforcement of any judgment in respect thereof may
be brought in the courts of the State of Colorado or of the United States of
America for the District of Colorado, and, by execution and delivery of this
Agreement, the parties each hereby accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of the aforesaid
courts and appellate courts thereof. The parties irrevocably consent to service
of process out of any of the aforementioned courts in any such action or
proceeding in accordance with the notice provisions set forth in Section 9.5.
The parties each hereby irrevocably waive any objection that it may now or
hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or in connection with this Agreement or the
transactions contemplated hereby or the documents execute and delivered in
connection herewith brought in the courts referred to above and hereby further
irrevocably waive and agree, to the extent permitted by applicable law, not to
plead or claim in any such court that any such action or proceeding brought in
any such court has been brought in an inconvenient forum. Nothing herein shall
affect the right of any party hereto to serve process in any other manner
permitted by law.
ARTICLE V
Procedure for Closing
5.1 At the Closing Date, the purchase and sale shall be consummated
after satisfaction of all conditions precedent set forth in Article VI, by
Sellers' common stock certificates for the Purchase Shares being delivered upon,
duly executed, for 350,000 shares of common stock to escrow agent delivery of a
certificate for 1,500,000 newly issued shares of GTI issued to seller, to escrow
agent and the delivery of the Consideration for share purchases to escrow agent
from the Buyer, together with delivery of all other items, agreements, stock
powers, warranties, and representations set forth in this Agreement.
5.2 Escrow Agent is Business Financial Systems, Inc. and the escrow account
is Business Finanacial Systems. Inc. Escrow Account @ First Bank, 0000 Xxxxxxxxx
Xxxx., Xxxxx Xxxxx, XX 00000-0000, (000) 000-0000.
ARTICLE VI
Conditions Precedent to the
Consummation of the Purchase
The following are conditions precedent to the consummation of the
Agreement on or before the Closing Date:
6.1 Sellers and GTI shall have performed and complied with all of their
respective obligations hereunder which are to be complied with or performed on
or before the Closing Date.
6.2 No action, suit or proceeding shall have been instituted or shall
have been threatened before any court or other governmental body or by any
public authority to restrain, enjoin or prohibit the transactions contemplated
herein, or which might subject any of the parties hereto or their directors or
officers to any material liability, fine, forfeiture or penalty on the grounds
that the transactions contemplated hereby, the parties hereto or their directors
or officers, have violated any applicable law or regulation or have otherwise
acted improperly in connection with the transactions contemplated hereby, and
the parties hereto have been advised by counsel that, in the opinion of such
counsel, such action, suit or proceeding raises substantial questions of law or
fact which could reasonably be decided adversely to any party hereto or its
directors or officers.
6.3 The representations and warranties made by Sellers and GTI in this
Agreement shall be true as though such representations and warranties had been
made or given on and as of the Closing Date, except to the extent that such
representations and warranties may be untrue on and as of the Closing Date
because of changes caused by transactions suggested or approved in writing by
the Buyer.
6.4 The subscription proceeds of $150,000 shall have been deposited in
escrow with the Escrow Agent for the purchase of 1,500,000 shares of common
stock of GTI concurrent with closing hereunder.
6.5 Buyer hereby agrees, as an inducement to Sellers to enter into
this agreement, to the prior adoption of a "poison pill" resolution by the Board
of Directors of GTI and which shall be a continuing covenant surviving the
closing under this Agreement, providing for a two year period within which no
actions will be taken by GTI or its shareholders which would reduce the number
of outstanding shares of common stock, whether by reverse split, consolidation,
reorganization, merger or otherwise, of GTI or any successor company (which
shall be known as the "no-reverse covenant") except that this shall not apply to
a proposed one for four reverse split of the issued and outstanding shares to be
effectuated immediately following consummation of the transaction contemplated
hereunder. In the event that the "no-reverse covenant" is breached, the
resolution and this covenant shall provide that it shall trigger a grant by GTI
of an immediate mandatory dividend to each shareholder as of October 31, 2002,
for each share owned after the reverse split, consolidation, merger, or
reduction of outstanding shares of a number of shares inversely proportional to
the amount of the reverse split, except that shares subsequently retired to
treasury or cancelled of record shall be excluded from the dividend.
ARTICLE VII
Termination and Abandonment
7.1 Anything contained in this Agreement to the contrary
notwithstanding, the Agreement may be terminated and abandoned at any time prior
to or on the Closing Date:
(a) By mutual consent of parties;
(b) By Sellers or Buyer, if any condition set forth in Article VI
relating to the other party has not been met or has not been
waived;
(c) By Sellers or Buyer, if any suit, action, or other proceeding
shall be pending or threatened by the federal or a state
government before any court or governmental agency, in which
it is sought to restrain, prohibit, or otherwise affect the
consummation of the transactions contemplated hereby;
(d) By Sellers or Buyer, if there is discovered any material
error, misstatement or omission in the representations and
warranties of another party; or
(e) By the Sellers, if the Closing does not occur, through no
failure to act by Sellers, on November 8, 2002, or if Buyer
fails to deliver the consideration required herein.
7.2 Any of the terms or conditions of this Agreement may be waived at
any time by the party which is entitled to the benefit thereof, by action taken
by its Board of Directors provided; however, that such action shall be taken
only if, in the judgment of the Board of Directors taking the action, such
waiver will not have a materially adverse effect on the benefits intended under
this Agreement to the party waiving such term or condition.
ARTICLE VIII
Continuing Representations and
Warranties and Covenants
8.1 The respective representations, warranties, and covenants of the
parties hereto and the covenants and agreements of the parties hereto shall
survive after the closing under this Agreement in accordance with the terms
thereof.
ARTICLE IX
Miscellaneous
9.1 This Agreement embodies the entire agreement between the parties,
and there have been and are no agreements, representations or warranties among
the parties other than those set forth herein or those provided for herein,
except that a companion document, the Reorganization Agreement, has been
executed concurrently which contains numerous warranties and representations.
9.2 To facilitate the execution of this Agreement, any number of
counterparts hereof may be executed, and each such counterpart shall be deemed
to be an original instrument, but all such counterparts together shall
constitute but one instrument.
9.3 All parties to this Agreement agree that if it becomes necessary or
desirable to execute further instruments or to make such other assurances as are
deemed necessary, the party requested to do so will use its best efforts to
provide such executed instruments or do all things necessary or proper to carry
out the purpose of this Agreement.
9.4 This Agreement may not be amended except by written consent of
both parties.
9.5 Any notices, requests, or other communications required or
permitted hereunder shall be delivered personally or sent by overnight courier
service, prepaid, addressed as follows:
To Sellers: Xxxxxx Xxxxxx and Xxxxxx Xxxxxx c/o M. A. Xxxxxxx,
0000 Xxxxxxx Xxxx, Xxxxxx, XX 00000
To GTI: Goaltimer International, Inc. c/o M.A. Xxxxxxx,
0000 Xxxxxxx Xxxx, Xxxxxx, XX 00000
To Buyer:
Copy to: Escrow Agent: Business Financial Systems, Inc.,
0000 Xxxxxxxxx Xxxx., Xxxxx Xxxxx, XX 00000-0000
or such other addresses as shall be furnished in writing by any party, and any
such notice or communication shall be deemed to have been given as of the date
received.
9.6 No press release or public statement will be issued relating to the
transactions contemplated by this Agreement without prior approval of the Buyer
and Sellers. However, GTI may issue at any time any press release or other
public statement it believes on the advice of its counsel it is obligated to
issue to avoid liability under the law relating to disclosures, but the party
issuing such press release or public statement shall make a reasonable effort to
give the other party prior notice of and opportunity to participate in such
release or statement.
9.7 This Agreement shall be governed by and construed in accordance
with and enforced under the laws of the state of Colorado applicable to all
agreements made hereunder. Venue and jurisdiction for any legal actions
hereunder shall be District Court in and for Jefferson County, Colorado.
9.8 Concurrent with closing under this Agreement, GTI shall issue
1,500,000 to common shares to buyer upon receipt into escrow of $150,000 in
payment of a subscription for 1,500,000 shares of common stock. Said funds shall
be disbursed at closing by escrow agent as follows: $66,666 to M.A. Xxxxxxx for
legal fees, $66,666 to Xxxx Xxxxx for consulting fees, and $13,333 to Xxxxx
Xxxxxxxx
9.9 In connection with this Agreement the parties have appointed
the escrow agent, Business Financial Systems, Inc.
which shall be authorized by this agreement to do the following:
1) Accept the deposit of $20,000 from buyers, and disburse it
in accordance with Sellers written instructions, upon
receipt of a copy of this agreement signed by sellers and
GTI.
2) Accept concurrently the balance of the purchase and at
closing and the stock subscription proceeds of price of
$150,000 and upon receipt of the common stock certificates
of GTI with duly signed and guaranteed signatures and a)
for 350,000 shares from sellers b) a newly issued
certificate for 1,500,000 shares of common stock of GTI
issued in the name of buyer,
3) Disburse the proceeds received at closing from the escrow
as follows:
i) $46,660 to sellers
ii) $66,666 to Xxxx Xxxxx in accordance with his
written instructions
iii) $66,667 to M.A. Xxxxxxx in accordance with his
written instructions
iv) $25,000 to Xxxxx Xxxxxxxx. for consulting
services
4) Transmit by Federal Express the stock certificates to
buyers at: _________________________
5) In the event of default in delivery of cash or
certificates by a party under this agreement, any cash or
certificates received from the other party shall be
returned to the remitting party 3 business days after
default.
6) Escrow Agent is specifically indemnified and held harmless
hereby for its actions or inactions in following these
instructions. In the event of a dispute involving the
escrow instructions or the consideration to be delivered
in escrow, the escrow agent is authorized to implead the
consideration received into the District Court of
Jefferson County, Colorado upon ten days written notice,
and be relieved of any further escrow duties thereupon.
Any and all costs of attorneys fees and legal actions of
escrow agent for any dispute resolution or impleader
action shall be paid in equal shares by the parties to
this agreement.
The seller agrees to pay escrow agent fees and out of
pocket costs related to these escrow services, from
proceeds at disbursement.
9.10 From the consideration paid hereunder, Sellers agree that
they shall be responsible for all legal, accounting, consulting, and director's
fees related to this transaction up to date of closing and all such indebtedness
shall be paid by the Sellers at the Closing hereunder. Certain old accounts
payables dating to 1992-1994 shall be written off the GTI liabilities based on a
legal opinion that the Statute of Limitations has expired on such payables, such
opinion to be furnished by seller.
9.11 GTI and Buyer agree that Buyer and GTI can and will cause the
effectuation, of a reverse split, of the then 3,445,358 common shares of GTI
issued and outstanding in a ratio of one for four shares immediately following
the Closing hereunder. Fractional shares shall be rounded up to nearest whole.
NASD and CUSIP shall be given 2 weeks advance notice of the effective date of
the reverse split to avoid confusion and the appropriate 8K shall be filed on
Xxxxx. A new CUSIP shall be obtained.
9.11 In the event of a breach or default of this Agreement or any of
the continuing covenants hereunder which results in a party or any effected
shareholder who is a beneficiary of a surviving or continuing covenant,
commencing legal action, the prevailing party in such legal action shall be
entitled to an award of all legal fees and costs of the action, against the
non-prevailing party.
IN WITNESS WHEREOF, the parties have executed this Agreement this _____
day of __________________________, 2002.
Sellers: Goaltimer International, Inc.
__________________________ By:________________________
Xxxxxx Xxxxxx Name:
Title:
__________________________
Xxxxxx Xxxxxx BUYER:
----------------------------
By:_______________________
Name:
Title:
