EXHIBIT 4.5 & 10.6
STOCK ACQUISITION AGREEMENT
This Stock Acquisition Agreement is entered into as of March 1, 2004,
by and between The Liquid Group, Inc., a Nevada corporation ("Company"),
and Xxxxx Xxxxxxx ("Shareholder")
RECITALS
A. Company is purchasing certain assets of The Liquid Consulting
Group, Inc., a New York corporation ("Liquid Consulting") pursuant to an
Asset Purchase Agreement dated as of the date of this Agreement among
Company, Shareholder and Liquid Consulting (the "Asset Purchase
Agreement").
B. Under the Asset Purchase Agreement, Shareholder is receiving, at
the times set forth in the Asset Purchase Agreement, 500,000 shares of
Company common stock issued or to be issued to Shareholder by Company (the
"Shares").
AGREEMENT
In consideration of the Asset Purchase Agreement, the issuance of the
Shares being made to Shareholder under the Asset Purchase Agreement, and
his agreements and obligations set forth in this Agreement and the Asset
Purchase Agreement, Company and Shareholder agree as follows:
1. REPRESENTATIONS AND AGREEMENTS BY THE SHAREHOLDER
In connection with his acquisition of the Shares, Shareholder
represents and warrants to and agrees with Company as follows:
1.1 Company Information. Shareholder has reviewed the materials
given to him by Company, including copies of the Asset Purchase Agreement,
a Private Placement Memorandum relating to Company's separate offering of
2,000,000 shares of common stock and periodic reports filed by Company with
the Securities and Exchange Commission (the "SEC"). Shareholder has had
the opportunity to ask questions and receive answers concerning the terms
and conditions of the purchase of Liquid Consulting's assets by Company and
his acquisition of Shares and to obtain any additional information
regarding Company which he has requested. He understands that any
projections or predictions of future events he may have received from
Company are estimates only and non-binding and Shareholder is not relying
on any such projections or predictions in entering into the Asset Purchase
Agreement or this Agreement. It has never been guaranteed or warranted by
Company's management, or any person connected with or acting on either such
corporation's behalf, that Shareholder will be able to sell or liquidate
her Shares in any specified period of time or that there will be any profit
realized as a result of his entering into the Asset Purchase Agreement.
1.2 For Own Account. Shareholder is acquiring, and will acquire
(unless his future acquisition right is duly transferred to another Person
in accordance with this Agreement and applicable security law
requirements), his Shares for his own account.
1.3 Evaluation Capabilities. Shareholder has such knowledge and
experience in financial and business matters that he is capable of
evaluating the merits and risks of his acquisition of the Shares and
entering into the Asset Purchase Agreement.
1.4 Accredited Investor. Shareholder is an "Accredited Investor," as
defined in Rule 501(a) of Regulation D under the 1933 Act, as follows:
(a) He is a natural person whose individual net worth, or joint net
worth with his spouse, including the estimated net fair market
value of his principal residence, presently exceeds $1,000,000;
and/or
(b) He is a natural person who had individual income, without that of
his spouse, in excess of $200,000 in each of the two most recent
years and reasonably expects to have income in excess of $200,000
in the current year; and/or
(c) He is a natural person who had joint income with his spouse in
excess of $300,000 in each of the two most recent years and
reasonably expects to have such joint income in excess of
$300,000 in the current year.
1.5 No Securities Law Registration. Shareholder has been advised by
Company and understands that, subject to the piggy-back registration rights
contained below in this Agreement, the Shares and Shareholder's rights to
be issued Shares in the future under the Asset Purchase Agreement have not
been registered under the Securities Act, were issued in reliance under the
exemption from the registration requirements provided by Rule 506 of
Regulation D and/or Section 4(2) under the Securities Act, and are
"restricted securities" for purposes of the SEC's Rule 144 under the
Securities Act. Company has further advised Shareholder that the Shares
and such rights have not been qualified under the California securities
law, in reliance upon the exemption from the qualification requirements
provided by Section 25102.1(b) of the California Corporations Code and
Section 18(b)(4)(D) of the Securities Act and/or by Section 25102(f) of the
California Corporations Code. Shareholder understands that Company is
relying in part on his representations in this section for purposes of
claiming such exemptions. Shareholder understands that no federal or
California agency has made any finding or determination as to the fairness
of this investment, nor any recommendation or endorsement of the Shares.
1.6 Restrictions on Transfers. Shareholder agrees and understands
that: (a) he shall be bound by the restrictions on transfers of his
Shares, and of his right to be issued Shares in the future under the Asset
Purchase Agreement (the "Future Right"), which are described in this
paragraph or are otherwise applicable under federal or state securities
laws; (b) such Shares or Future Right may not be sold, assigned,
transferred, encumbered or in any manner disposed of in the absence of (i)
an effective registration statement covering such Shares or Future Right
filed under the Securities Act, (ii) an opinion of qualified counsel, which
opinion and counsel are reasonably satisfactory to Company, that such
registration under the Securities Act is not required, or (iii) other
evidence satisfactory to Company that such registration is not required.;
and (c) each certificate representing her Shares will initially bear a
legend substantially in the following form, which Shareholder agrees to
abide by:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ARE "RESTRICTED
SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THESE
SHARES MAY NOT BE NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY
MANNER DISPOSED OF IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION
STATEMENT COVERING THE SHARES FILED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, (2) AN OPINION OF QUALIFIED COUNSEL, WHICH OPINION AND COUNSEL ARE
SATISFACTORY TO THE CORPORATION, THAT SUCH REGISTRATION UNDER THAT ACT IS
NOT REQUIRED, OR (3) OTHER EVIDENCE SATISFACTORY TO THE CORPORATION THAT
SUCH REGISTRATION IS NOT REQUIRED.
Shareholder agrees that stop transfer instructions prohibiting transfers of
his Shares or Future Right in violation of such legend and this Section 1.6
may be filed in Company's records or issued to Company's transfer agent as
a means of preventing the sale or disposition of his Shares or transfer of
the Future Right in violation of the restrictions and legends set forth in
this Agreement and that any transfer of Shares or a Future Right causing
such a violation shall be void.
1.7 No General Solicitation. The offer to issue Shares to
Shareholder, and the proposal for him to participate in the Asset Purchase
Agreement, were directly communicated to Shareholder through direct
communications with Company's officers, and Shareholder was not presented
with or solicited by any leaflet, public promotional meeting, television
advertisement or other form of general advertising or general solicitation.
1.8 California Residence. Shareholder's residence and place of
business are located in the State of California.
1.9 Indemnification. Shareholder agrees to indemnify Company and its
officers, directors and agents against, and hold such parties harmless
from, any and all liabilities, damages, costs or expenses, including,
without limitation, those arising under federal or state securities laws,
incurred on account of or arising out of: (a) any inaccuracy in
Shareholder's representations and covenants set forth in this Agreement; or
(b) the disposition of any of his Shares, contrary to her foregoing
representations and covenants.
2. PIGGY-BACK REGISTRATION RIGHTS
2.1 Definitions. As used in this Section 2, the following terms
shall have the following respective meanings:
(a) "Commission" means the SEC or any other federal
agency at the time administering the Securities Act.
(b) "Exchange Act" means the Securities Exchange Act of
1934, as amended, or any similar federal statute and the rules and
regulations of the Commission thereunder, all as in effect at the time.
(c) "Holders" means Shareholder and any other persons
holding Registrable Securities to whom rights under this Section 2 have
been transferred in accordance with Section 2.7 below.
(d) "Recapitalizations" means stock splits, stock
dividends, exchanges of shares of Company for other shares of Company and
the like affecting outstanding shares of Company.
(e) "Registrable Securities" means (i) the Shares; and
(ii) any common stock or other equity securities of Company issued or
issuable in respect of the Shares; provided, however, that shares of common
stock or other equity securities of Company shall only be treated as
Registrable Securities if and so long as they (A) have not been sold to or
through a broker or dealer or underwriter in a public distribution or a
public securities transaction, and (B) have not been sold, and are not
available for sale (in the opinion of counsel to Company), under the
Commission's Rule 144 (assuming for this purpose with respect to a future
sale that the requirements of Sections (f), (g) and (h) of Rule 144 will be
satisfied) or otherwise, in a single transaction exempt from the
registration and prospectus delivery requirements of the Securities Act, or
registered under the Securities Act, so that all transfer restrictions and
restrictive legends with respect thereto are or may be removed upon the
consummation of such sale. The terms "register," "registered" and
"registration" refer to a registration effected by preparing and filing
with the Commission a registration statement in compliance with the
Securities Act, and the declaration or ordering of the effectiveness of
such registration statement.
(f) "Registration Expenses" means all expenses, except
Selling Expenses as defined below, incurred by Company in complying with
Section 2.2 below, including, without limitation, all registration,
qualification and filing fees, printing expenses, escrow fees and
disbursements of counsel for Company, blue sky fees and expenses, and the
expense of any special audits incident to or required by any such
registration (but excluding the compensation of regular employees of
Company which shall be paid in any event by Company).
(g) "Securities Act" means the Securities Act of 1933,
as amended, or any similar federal statute and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.
(h) "Selling Expenses" means all underwriting discounts,
selling commissions and stock transfer taxes applicable to the securities
registered by the Holders and all fees and disbursements of counsel for any
Holder.
2.2 Piggy-Back Registration Rights
2.2.1 Notice of Registration. If at any time or from
time to time Company shall determine to register any of its equity
securities, either for its own account or the account of a security holder
or holders, other than a registration relating solely to employee benefit
plans, a registration relating solely to a Commission Rule 145 transaction
or a registration not legally available for an offering by Holders, Company
will:
(a) promptly give to each Holder written notice
thereof; and
(b) subject to Section 2.2.2, include in such
registration (and in any related registration, qualification or compliance
otherwise being filed or made under applicable blue sky laws), and in any
underwriting involved therein, all the Registrable Securities specified in
a written request or requests, made within 20 days after receipt of such
written notice from Company and stating the intended method of disposition
of such Registrable Securities), by any Holder.
2.2.2 Underwriting. If the registration of which
Company gives notice is for a registered public offering involving an
underwriting, Company shall so advise the Holders as a part of the written
notice given pursuant to Section 2.2.1(a). In such event the right of any
Holder to registration pursuant to this Section 2.2 shall be conditioned
upon such Holder's participation in such underwriting and the inclusion of
such Holder's Registrable Securities in the underwriting to the extent
provided herein. All Holders proposing to distribute their securities
through such underwriting shall (together with Company and any other
shareholders distributing their securities through such underwriting) enter
into an underwriting agreement in customary form with the managing
underwriter selected for such underwriting by Company. If any Holder or
other shareholder disapproves of the terms of any such underwriting, such
Holder may elect to withdraw therefrom by written notice to Company and the
managing underwriter. Any securities excluded or withdrawn from such
underwriting shall be withdrawn from such registration, and shall not be
transferred in a public distribution prior to 90 days after the effective
date of the registration statement relating thereto, or such other shorter
period of time as the underwriters may require. Company may include its
equity securities held by shareholders other than Holders in a registration
statement pursuant to this Section 2.2 to the extent that applicable
registration rights have been granted with respect to such other equity
securities. Shareholder understands that Company may grant additional
registration rights in the future to other persons acquiring Company's
securities. Notwithstanding any other provision of this Section 2.2, if
the managing underwriter determines that marketing factors require a
limitation of the number of securities to be underwritten, the number of
securities to be underwritten shall be allocated first to Company, and
second to the Holders and any other holders of applicable registration
rights with respect to their securities of Company on a pro rata basis
based on the total number of Registrable Securities requested to be
included in such offering by each participating Holder pursuant to
Section 2.2.1(b) above and the total number of securities requested to be
included in such offering by each other holder of applicable registration
rights. Company shall advise all participating Holders of any such
limitation and allocation and the number of shares of Registrable
Securities that may be included in the registration and underwriting shall
be allocated among all participating Holders in proportion to the total
number of Registrable Securities requested to be included in such offering
by each participating Holder pursuant to Section 2.2.1(b) above. To
facilitate the allocation of shares in accordance with the above
provisions, Company may round the number of shares allocated to any Holder
or other shareholder to the nearest 100 shares.
2.2.3 Right to Terminate or Delay Registration.
Company shall have the right to terminate, withdraw or delay any
registration initiated by it under this Section 2.2 prior to the
effectiveness of such registration, whether or not any Holder has elected
to include securities in such registration.
2.2.4 Planned S-2 Registration Statement. It is
understood and agreed that all the Shares will be registered under
Company's planned Registration Statement to be filed within six (6) months
after the date of this Agreement.
2.3. Expenses of Registration. All Registration Expenses
incurred in connection with registrations pursuant to Section 2.2 shall be
borne by the Company. Unless otherwise stated, all Selling Expenses and
other expenses, except for such Registration Expenses, relating to
securities registered on behalf of the Holders shall be borne by the
Holders of such securities pro rata on the basis of the number of shares so
registered.
2.4. Registration Procedures
In the case of each registration, qualification or compliance
effected by the Company pursuant to this Section 2, Company will keep each
Holder advised in writing as to the initiation of each registration,
qualification and compliance and as to the completion thereof. Subject to
Section 2.2.3, at its expense Company will:
(a) Prepare and file with the Commission a registration
statement with respect to such securities and use reasonable efforts to
cause such registration statement to become effective within 90 days of
filing, and to remain effective from such effective date until the earlier
to occur of (i) one year after the effective date of such registration
statement, (ii) the date on which all Registrable Securities may be sold by
non-affiliates of Company pursuant to paragraph (k) of Rule 144 (or any
successor provision) promulgated by the Commission under the Securities
Act, and (iii) the date as of which all Registrable Securities have been
sold pursuant to the registration statement, and prepare and file with the
Commission such amendments to such registration statement and supplements
to the prospectus contained therein as may be necessary to keep such
registration statement effective for the period described above, provided
that, unless approved by Company in its discretion, no such registration
shall constitute a shelf registration under Rule 415 promulgated by the
Commission under the Securities Act;
(b) Enter into a written underwriting agreement in
customary and reasonable form and substance with the managing underwriter
or underwriters of the public offering of such securities, if the offering
is to be underwritten in whole or in part;
(c) Furnish to the Holders participating in such
registration such number of copies of the registration statement,
preliminary prospectus, final prospectus and other documents as the Holders
may reasonably request;
(d) Notify the Holders participating in such
registration, promptly after it shall receive notice thereof, of the time
when such registration statement has become effective or a supplement to
any prospectus forming a part of such registration statement has been
filed;
(e) Notify such Holders promptly of any request by the
Commission for the amending or supplementing of such registration statement
or prospectus or for additional information;
(f) Prepare and file with the Commission promptly upon
the request of any such Holders any amendments or supplements to such
registration statement or prospectus which, in the reasonable opinion of
counsel for such Holders and for Company, is required under the Securities
Act or the rules and regulations thereunder in connection with the
distribution of the Registrable Securities by such Holders;
(g) Prepare and promptly file with the Commission, and
promptly notify such Holders of, such amendment or supplement to such
registration statement or prospectus as may be necessary to correct any
statements or omissions if, at the time when a prospectus relating to such
securities is required to be delivered under the Securities Act, any event
has occurred as the result of which any such prospectus or any other
prospectus as then in effect would include an untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein not misleading in light of the circumstances in which
they were made; and
(h) Advise such Holders, promptly after it shall receive
notice or obtain knowledge thereof, of the issuance of any stop order by
the Commission suspending the effectiveness of such registration statement
or the initiation or threatening of any proceeding for that purpose and
promptly use reasonable efforts to prevent the issuance of any stop order
or to obtain its withdrawal if such stop order should be issued.
2.5. Information by Holders
The Holders of Registrable Securities included in any
registration shall furnish the Company such information regarding such
Holders, the Registrable Securities held by them and the distribution
proposed by such Holders as the Company may request in writing and as shall
be required in connection with any registration, qualification or
compliance referred to in this Section 2.
2.6. Indemnification
2.6.1 By Company. Company will indemnify each
Holder, each of its officers, directors and partners, and each person
controlling such Holder within the meaning of Section 15 of the Securities
Act, with respect to which registration, qualification or compliance has
been effected pursuant to this Section 2, against all expenses, claims,
losses, damages or liabilities (or actions in respect thereof), including
any of the foregoing incurred in settlement of any litigation, commenced or
threatened, arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any registration
statement, prospectus, offering circular or other document, or any
amendment or supplement thereto, incident to any such registration,
qualification or compliance, or based on any omission (or alleged omission)
to state therein a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances in which they
were made, not misleading, or any violation by Company of the Securities
Act or any rule or regulation promulgated under the Securities Act
applicable to Company in connection with any such registration,
qualification or compliance, and Company will reimburse each such Holder,
each of its officers and directors, and each person controlling such
Holder, for any legal and any other expenses reasonably incurred in
connection with investigating, preparing or defending any such claim, loss,
damage, liability or action, provided that Company will not be liable in
any such case to the extent that any such claim, loss, damage, liability or
expense arises out of or is based on any untrue statement or omission or
alleged untrue statement or omission, made in reliance upon and in
conformity with written information furnished to Company by an instrument
duly executed by such Holder, controlling person or underwriter and stated
to be specifically for use therein.
2.6.2 By Holders. Each Holder will, if Registrable
Securities held by such Holder are included in the securities as to which
such registration, qualification or compliance is being effected, indemnify
Company, each of its directors and officers, each underwriter, if any, of
Company's securities covered by such a registration statement, each person
who controls Company or such underwriter within the meaning of Section 15
of the Securities Act, and each other Holder, each of its officers and
directors and each person controlling such Holder within the meaning of
Section 15 of the Securities Act, against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained
in any such registration statement, prospectus, offering circular or other
document, or any omission (or alleged omission) to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse the Company, such other Holders,
such directors, officers, persons, underwriters or control persons for any
legal or any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or
action, in each case to the extent, but only to the extent, that such
untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering
circular or other document in reliance upon and in conformity with written
information furnished to Company by an instrument duly executed by such
Holder and stated to be specifically for use therein. Notwithstanding the
foregoing, the liability of each Holder under this subsection 5.6.2 shall
be limited to an amount equal to the initial public offering price of the
shares sold by such Holder, unless such liability arises out of or is based
on willful conduct by such Holder.
2.6.3 Procedures. Each party entitled to
indemnification under this Section 2.6 (the "Indemnified Party") shall give
notice to the party required to provide indemnification (the "Indemnifying
Party") promptly after such Indemnified Party has actual knowledge of any
claim as to which indemnity may be sought, and shall permit the
Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not unreasonably be
withheld), and the Indemnified Party may participate in such defense at
such party's expense (except where the Indemnified Party and the
Indemnifying Party have a conflict of interest, in which case and to which
extent the Indemnified Party may participate in such defense at the
Indemnifying Party's expense), and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 5.6 except to the
extent that the failure to give such notice is materially prejudicial to an
Indemnifying Party's ability to defend such action. No Indemnifying Party,
in the defense of any such claim or litigation, shall, except with the
consent of each Indemnified Party, consent to entry of any judgment or
enter into any settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or litigation.
2.7. Transfer of Registration Rights The rights to cause
Company to register securities granted to Shareholder under Section 2.2 may
be assigned to a transferee or assignee in connection with any transfer or
assignment of Registrable Securities by a Holder, provided that: (a) such
transfer may otherwise be effected in accordance with applicable securities
laws and the transferor's agreements with Company, and (b) such assignee or
transferee agrees in writing to abide by the terms and conditions of this
Agreement relating to such Registrable Securities.
2.8. Amendment of Registration Rights. Any provision of this
Section 2 may be amended and the observance thereof may be waived (either
generally or in a particular instance) with the written consent of Company
and Holders who own or have the right to purchase at least 80% of the
Shares (appropriately adjusted for any Reorganizations). Any amendment or
waiver effected in accordance with this Section 2.8 shall be binding on
each Holder and the Company.
3. NON-COMPETITION COVENANTS
Shareholder agrees with Company that, until the earlier of
four (4) years after the date of this Agreement or one (1) year after such
Shareholder ceases to be an employee of or contractor providing services to
Company, Shareholder will not, without Company's prior written consent:
(a) directly or indirectly engage in, or have any interest in, or invest in
or finance, any person, firm or business (whether as an employee, officer,
director, consultant or otherwise), that engages in, the business conducted
by Liquid Consulting prior to the date of this Agreement (the "Business")
within a county of California or a state of the United States in which the
Business has been carried on by Company, so long as Company (or any Person
deriving title to the goodwill of such business) carries on a like business
in that county or state; or (b) directly or indirectly solicit, or permit
or encourage his representatives or any entity in which Shareholder has an
equity or material financial interest (other than a publicly held
corporation of which Shareholder has less than 1% of the outstanding
shares) or its representatives directly or indirectly to solicit, the
purchase or licensing of products and services similar to those sold or
licensed in the Business by any customer that purchased or licensed any
such products or services from Liquid Consulting before the date of this
Agreement, or while Shareholder is an employee of or an independent
contractor providing services to Company; or (c) attempt to induce or
persuade, or permit or encourage his representatives or any entity in which
Shareholder has an equity or material financial interest (other than a
publicly held corporation of which Shareholder has only less than 1% of the
outstanding shares) or its representatives directly or indirectly to
attempt to induce or persuade, any employee of Company, or of any entity
which merges with Company or acquires substantially all of Company's assets
relating to the Business, to terminate his or her employment with Company
or such other entity. This paragraph will not prevent Shareholder from
owning or acquiring less than one percent (1%) of the shares of any
publicly held corporation. In the event any agreement in this paragraph
shall be determined by any court of competent jurisdiction to be
unenforceable by reason of its extending for too great a period of time or
over too great a geographic area, such agreement shall be interpreted to
extend only over the maximum period of time and areas for which it may be
enforceable, all as determined by such court. Shareholder acknowledges
that the remedy at law for any breach of his covenants contained in this
paragraph will be inadequate and that Company shall, in addition to
whatever other remedies it may have at law or in equity, be entitled to
injunctive or other equitable relief for such breach.
4. MISCELLANEOUS
4.1 Specific Performance. If any transfer of securities is
made by Shareholder or a transferee contrary to the provisions of this
Agreement, or a party otherwise fails to comply with any provision of this
Agreement, the other party or parties may enforce their rights under this
Agreement by actions for specific performance to the extent permitted by
law, in addition to any other legal or equitable remedies which they may
have.
4.2 Amendments and Waivers. This Agreement may be amended or
modified only by an instrument in writing signed by both Company and
Shareholder affected thereby. Any waiver of rights under this Agreement
must also be in a writing signed by the waiving party. No waiver of any
breach or condition of this Agreement shall be deemed to be a waiver of any
other or subsequent breach or condition, whether of like or different
nature.
4.3 Severability. If any provision of this Agreement or its
application to any person or circumstances is held to be unenforceable or
invalid by any court of competent jurisdiction, its other applications and
the remaining provisions of this Agreement will be interpreted so as best
reasonably to effect the intent of the parties.
4.4 Notices Any notice or other communication to a party
pursuant to this Agreement will be deemed to have been duly given if given
personally to the party or on the date of delivery in writing, addressed to
the party, at the following address:
If to Company: The Liquid Group, Inc.
0000 Xxxxxxxx Xxxx #00000
Xxx Xxxxx, XX 00000
With a copy to: Xxxxxx X. Xxxxx, Attorney At Law
00 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
If to Shareholder: The address of the Shareholder set forth
on the signature page below
Either party may change its or his address for purposes of this paragraph
by giving the other party written notice of the new address in the manner
set forth above.
4.5 Attorneys' Fees. If any party shall bring a legal action or
other proceeding against the another party to enforce or interpret any of
the provisions of this Agreement, or relating to the agreements under
transactions contemplated by this Agreement, the prevailing party shall be
entitled to recover reasonable attorneys' fees and costs incurred in that
action or proceeding.
4.6 Entire Agreement. This Agreement, together with the Asset
Purchase Agreement, constitutes the entire agreement between the parties
pertaining to its subject matter and supersedes all prior written or oral
agreements and understandings of the parties relating to the subject matter
of this Agreement.
4.7 Governing Law. This Agreement shall be construed under and
governed by the laws of the State of California, excluding conflict of law
provisions.
4.8 Successors and Assigns. Subject to Sections 1 and 2 above, this
Agreement shall be binding upon and inure to the benefit of the parties and
their respective heirs, personal representatives, successors and assigns.
Anyone who purchases or otherwise acquires any of the Shares, or rights of
Shareholder to be issued Shares under the Asset Purchase Agreement, shall
acquire such Shares or rights subject to the provisions of this Agreement,
and shall make no transfers in violation of this Agreement.
4.9 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original agreement, but all
of which together shall constitute one and the same instrument.
4.10 Number and Gender. With respect to words used in this Agreement,
the singular form shall include the plural form, the masculine gender shall
include the feminine or neuter gender, and vice versa, as the context
requires.
4.11 Full Knowledge. By their signature, the parties acknowledge that
they have carefully read and fully understand the terms and conditions of
this Agreement, that each party has had the benefit of counsel, and that
each party has freely agreed to be bound by the terms and conditions of
this Agreement.
4.12 Further Actions. Each party agrees to execute and deliver any
further documents and to do any additional acts reasonably required to
carry out the terms of this Agreement.
4.13 Drafting. Any rule of law (including California Code of Civil
Procedure Section 1864 or California Civil Code Section 1654) or legal
decision that would require interpretation against the drafter of this
Agreement is not applicable and is waived.
"Company":
The Liquid Group
A Nevada corporation
By /s/ Xxxxx Xxxxxxx
--------------------------------------------
Xxxxx Xxxxxxx, President
"Shareholder":
/s/ Xxxxx Xxxxxxx
--------------------------------------------
Xxxxx Xxxxxxx
Xxxxx Xxxxxxx
--------------------------------------------
Printed Name
0000 Xxxxxxx Xxxx
--------------------------------------------
Address
Xxx Xxxxx, XX 00000
