SHARE PURCHASE AGREEMENT
This SHARE PURCHASE AGREEMENT is made as of the 23rd day of June,
2003,
AMONG:
ICEBERG FOOD SYSTEMS CORP., a Nevada corporation
whose offices are located at 0000 X. Xxx Xxxxxxx, Xxxxxxxxxx, XX,
00000
(Purchaser)
AND:
XX. XXXXXX X. XXXXXXX, a psychologist whose address is 310-
000 Xxxxx Xxx Xxxxx, Xxxxxxxx, XX, X0X 0X0
(Xxxxxxx)
AND:
XXXXXXX X. XXXXXXXXXXX, a businessman whose address is
000-000 Xxxxx Xxx Xxxxx, Xxxxxxxx, XX, X0X 0X0
(Xxxxxxxxxxx)
(Xxxxxxx and Xxxxxxxxxxx are collectively referred to as the
Sellers; any reference hereinafter to the parties shall be
deemed to include the Sellers and the Purchaser)
WHEREAS:
A. Sellers are, collectively, the registered owners of 30,000,000
common shares (the Shares) in the share capital of Cortex Systems, Inc.
(Cortex), a Nevada corporation whose common shares are listed for trading
on the National Association of Securities Dealers over the counter
bulletin board (the OTCBB); and
B. Purchaser wishes to purchase from Sellers, and Sellers wish to
sell to Purchaser, the Shares for the price, and on and subject to the
terms and conditions, hereinafter set forth.
NOW, THEREFORE, in consideration of the covenants and agreements
contained herein, the Purchaser and Sellers do hereby agree to the purchase and
sale of the Shares on the following terms and conditions:
1. PURCHASE AND SALE.
1.1 On the basis of the warranties and representations of the Sellers set
forth in Sections 7 and 8 of this Agreement and subject to the terms and
conditions of this Agreement, the Purchaser agrees to purchase from the
Sellers and the Sellers agree to sell to the Purchaser the Shares on the
Closing Date (hereinafter defined).
1.2 All dollar amounts referred to in this Agreement are in lawful money of the
United States of America.
2. PURCHASE PRICE
2.1 Amount. The purchase price for the Shares is the sum of Fifty Thousand
Dollars ($50,000) (the Purchase Price).
2.2 Delivery of the Purchase Price. On or before the Closing Date
(as hereinafter defined), the Purchaser will arrange for delivery to the
Sellers a bank draft, certified cheque, or wire transfer of funds in the
amount of the Purchase Price.
3. THE SHARES
3.1 Delivery of the Shares. On or before the Closing Date, Sellers shall
deliver one or more Share Certificates (collectively, the Share Certificate)
representing all of the Shares to the Purchaser. The Certificate shall be in
the name of either or both of the Sellers and shall have been duly endorsed
for transfer to the Purchaser, together with any other documents as may be
required by the transfer agent for transfer of the Shares to Purchaser.
3.2 Securities Not Registered. The parties hereto acknowledge that the Shares
have not been and will not be registered pursuant to the securities laws of
any jurisdiction and are being transferred pursuant to exemptions from
registration contained in the Securities Act (British Columbia) (the B.C.
Securities Act) and the United States Securities Act of 1933, as amended
(the 1933 Act), and the Shares may only be sold in a jurisdiction in
accordance with the restrictions on resale prescribed under the laws of
the jurisdiction in which such shares are sold, all of which may vary
depending on the jurisdiction. The parties hereto are aware that Cortex is
not a reporting issuer in any Province in Canada and as a consequence the
Shares are restricted from transfer and may only be sold by residents of
any Province of Canada in accordance with the rules and regulations of
that Province. Further, the parties are aware that Cortex has no obligation
or present intention of becoming a reporting issuer in any Province of
Canada and as a result, any holders of any securities of Cortex who are
residents of Canada may require an exemption order from the Securities
Commission of one or more Provinces of Canada, as applicable, in order
to resell their securities (including any holder of any of the Shares).
3.3 Legend. It is understood and agreed that the certificates evidencing
the Securities will bear the following legend:
NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933 ACT (THE 1933 ACT), OR
ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S.
PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933
ACT.
3.4 The Purchaser acknowledges that the Shares acquired pursuant to
the terms of this Agreement will have such hold periods as are required
under applicable securities laws and as a result may not be sold, transferred
or otherwise disposed, except pursuant to an effective registration statement
under the 1933 Act or pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the 1933 Act and in each
case only in accordance with applicable state and federal securities laws.
4. CLOSING DATE.
4.1 Closing Date. The Closing Date (the Closing Date) shall be June 27, 2003.
The transactions contemplated by this Agreement shall close on the Closing Date
provided that the Closing Date may be extended for up to 10 days to a date to
be mutually agreed upon by the parties if such a delay is reasonably necessary
to permit the parties to remove or waive any of the conditions precedent to
their obligations to close as are set forth in Section 5 of this Agreement,
or to enable them to obtain, acting diligently, the items to be delivered at
Closing pursuant to Section 6 of this Agreement.
4.2 Governance. On the Closing Date, Xxxxxxx will resign from the Board of
Directors of Cortex, and from her offices as Secretary and Treasurer of Cortex,
and Xxxxxxxxxxx will resign from the Board of Directors of Cortex, and from
his offices as President, Chief Financial Officer and Principal Accounting
Officer of Cortex. On the Closing Date, Xxxxxxxxxxx will appoint Xxxxx Xxxxx
and Xxxx Xxxxx to the Board of Directors. Also on the Closing Date, the newly
constituted Board shall appoint Xxxxx Xxxxx as President, Treasurer and
Secretary of Cortex, respectively.
5. CONDITIONS TO CLOSING.
5.1 The obligation of the Purchaser to carry out the terms of this Agreement
and to complete the transactions contemplated hereby is subject to the
following conditions:
(a) that on the Closing Date the warranties and representations of the Sellers
as set forth in Section 7 of this Agreement will be true in every particular as
if such warranties and representations had been made by the Sellers on the
Closing Date;
(b) that on or before the Closing Date the Sellers will have delivered to
the Purchaser the following documents:
(i) a Directors Resolution of Cortex authorizing transfer of the Shares to the
Purchaser;
(ii) the Share Certificate representing the Shares, duly endorsed by the
Sellers for transfer to the Purchaser;
(iii) all of the consents and approvals in writing necessary to the transfer
contemplated herein;
(c) that no investigation, action, suit or proceeding before any court or
any other governmental or regulatory authority shall have been threatened or
be pending against Cortex or Seller seeking to restrain, prevent or materially
change any of the transactions contemplated by this Agreement or questioning
the validity or legality of any of such transactions.
(d) that no action shall have been taken or law enacted or proposed to be
enacted by any person having jurisdiction over the parties or the Shares that
makes any of the transactions contemplated by this Agreement illegal.
(e) that the form and substance of all certificates, instruments and other
documents delivered to the Purchaser shall be satisfactory in all reasonable
respects to Cortex and its counsel.
(f) that the Purchaser and its solicitors shall have had a reasonable
opportunity to perform the searches and other due diligence with respect to
the records of (and such other documents pertaining to Cortex) as the Purchaser
and its counsel reasonably require;
(g) that Cortex has received, in form and substance reasonably satisfactory
to it, a final release from all directors and officers of Cortex who are
required to resign from their offices or positions by the terms of
this Agreement.
6. DELIVERIES AT OR BEFORE CLOSING
6.1 Deliveries by Seller. On or before the Closing Date, Sellers will deliver
to the Purchaser:
(a) satisfactory evidence that the Board of Directors of Cortex has approved
the transactions contemplated herein;
(b) the written resignation, effective on the Closing Date, of all of the
members of the Board of Directors of Cortex;
(c) the written resignation, effective on the Closing Date, of all of the
officers of Cortex;
(d) a copy of a shareholders resolution of the shareholders of Cortex
appointing, effective on the Closing Date, Xxxxx Xxxxx and Xxxx Xxxxx to
the Board of Directors of Cortex; and
(e) such other documents and instruments as counsel for Purchaser or
Cortex may reasonably require to enable or evidence the transactions
contemplated hereby.
6.2 Deliveries by Purchaser. On or before the Closing Date, Purchaser
shall deliver the following to the Sellers:
(a) the sum of Fifty Thousand Dollars ($50,000);
(b) written consents to act as a Director of Cortex from each of Xxxxx Xxxxx
and Xxxx Xxxxx;
7. SELLERS REPRESENTATIONS AND WARRANTIES
7.1 Sellers each, jointly and severally, represent and warrant to Purchaser as
of the date hereof and on the Closing Date that:
(a) Cortex is a corporation validly existing and in good standing under the
laws of the State of Nevada.
(b) on the date of this Agreement, the authorized capital stock of Cortex
consists of 100,000,000 common shares, each with a par value of $0.0001,
of which 34,573,800 are validly issued and outstanding, fully paid and
non-assessable;
(c) on the date of this Agreement, Sellers own 30,000,000 common shares
in the share capital of Cortex (the Total Shares), which number of shares
represents approximately 86.77% of the issued and outstanding shares of Cortex;
(d) Sellers own the Total Shares, free and clear of any claim, security
interest, mortgage, pledge, or other lien or encumbrance of any kind whatsoever.
(e) to the best of Sellers knowledge, there are no outstanding options,
agreements, contracts, calls or commitments of any character which would
require the issuance by Cortex of any securities;
(f) to the best of Sellers knowledge, Cortex has the power and authority
to carry on its business as it is now conducted and to own its assets it
now owns;
(g) Cortex has no material assets;
(h) to the best of Sellers knowledge, except for this Agreement, and
an agreement for services between Cortex and its transfer agent, Cortex is
not a party to any contract, and has no contractual obligations, that will
survive the Closing;
(i) Sellers are not aware of a claim of infringement or breach of any
industrial or intellectual property rights of any other person by Cortex, nor
has Cortex received any notice that the conduct of its business infringes upon
or breaches any industrial or intellectual property rights of any other person;
(j) as of the date of this Agreement, the officers of Cortex are Xxxxxxxxxxx,
President, Chief Financial Officer, Principal Accounting Officer, and Friesen,
Secretary and Treasurer;
(k) as of the date of this Agreement, Sellers constitute all of the members
of the Board of Directors of Cortex;
(l) to the best of Sellers knowledge, this Agreement constitutes the
valid and binding obligation of Sellers and is enforceable against them
in accordance with its terms, except as enforceability may be affected by
bankruptcy, insolvency or similar laws affecting creditors rights generally
or court applied equitable remedies;
(m) to the best of Sellers knowledge, the execution, delivery and
performance of this Agreement by each of Sellers does not and will not
(i) conflict with or result in a breach of any of the terms, conditions
or provisions of the articles of incorporation or bylaws of Cortex or
any judgment, order, injunction, decree, regulation or ruling of any
court or other governmental authority to which either of them is
subject or of any agreement or contract listed on any schedule delivered
pursuant hereto or any other material agreement or contract to which
either of them or Cortex is a party or is subject, or constitute a
default thereunder, or (ii) give to others any rights of termination
or cancellation of any agreement or contract or any other material
agreement or contract to which Cortex or Sellers is a party or is
subject, or (iii) create any lien or encumbrance upon the assets of
Sellers or Cortex, or (iv) require the consent, authorization or
approval of any governmental agency, body, official or authority;
(n) to the best of Sellers knowledge, Cortex has filed with all
applicable securities and regulatory authorities (including exchanges
and markets) all information and documents required to be filed with
such authorities (the Public Record) and the statements set forth in the
Public Record are true, correct and complete and do not contain any
misrepresentation as of the date made and Cortex has not filed any
confidential material change reports or similar reports;
(o) to the best of Sellers knowledge, and except as may be reflected
in the Public Record, there has not been any adverse material change
in the business, operations or affairs, financial or otherwise, of
Cortex since March 31, 2003, being the date of the last reviewed financial
statements of Cortex (included in its Form 10-QSB filed May 6, 2003);
(p) Cortex common shares are approved for trading on the National
Association of Securities Dealers Over the Counter Bulletin Board
(the OTC BB) and are eligible for quotation on the OTC BB as of the
Closing Date;
(q) to the best of Sellers knowledge, Sellers are not aware, of nor
has either of them failed to disclose to Purchaser any change, event
or circumstance which would adversely affect Cortex or its business or
assets or the prospects, operation or condition of Cortex or which
would reasonably be considered to reduce the value of Cortex or the
value of the Securities to Purchaser;
(r) to the best of Sellers knowledge, Sellers have not made any
untrue statement to Purchaser nor has either failed to state a material
fact that is required to be stated or that is necessary to prevent a
statement that is made from being materially false or misleading in the
circumstances in which it was made;
(s) to the best of Sellers knowledge, the Cortex financial statements
for the year ended June 30, 2002 and the nine-month period ended March
31, 2003 (the Cortex Financial Statements) are true and correct in every
material respect and present fairly the financial position of Cortex as
of the date of such statements, and the results of its operations for the
periods then ended and are prepared in accordance with generally accepted
accounting principles applied on a consistent basis except as specifically
provided therein;
(t) to the best of Sellers knowledge, Sellers has disclosed all contracts,
engagements and commitments, whether oral or written, relating to Cortex;
(u) to the best of Sellers knowledge, all licenses, permits, approvals,
consents, certificates, registrations and authorizations required in the
ordinary course of the Cortex business or in the use of its assets have
been obtained and are in good standing and are not terminable on the basis
of a transfer in ownership of the Shares;
(v) Sellers have the full and absolute right, power and authority to
enter into this Agreement on the terms and subject to the conditions
herein set forth, to carry out the transactions contemplated hereby and
to transfer on the Closing Date, legal and beneficial title and ownership
of his or her portion of the Shares to Purchaser;
(w) to the best of Sellers knowledge, all alterations, if any, to the
Articles of Incorporation of Cortex since its incorporation have been
duly approved by the shareholders of Cortex;
(x) to the best of Sellers knowledge, the corporate records of Cortex,
as required to be maintained by it under its statute of incorporation
and constating documents, are accurate, complete and up-to-date in all
material respects and reflect all material transactions of Cortex;
(y) to the best of Sellers knowledge, Cortex has filed all necessary
tax returns in all jurisdictions required to be filed by it, all returns
affecting workers compensation with the appropriate agency, corporation
capital tax returns, if required, and any other material reports and
information required to be filed by Cortex with any governmental authority;
(z) to the best of Sellers knowledge, Cortex has withheld and remitted
to tax collection authorities such taxes as are required by law to be
withheld and remitted as and when due;
(aa) to the best of Sellers knowledge, Cortex has paid all income,
sales and capital taxes payable by it as and when due;
(bb) to the best of Sellers knowledge, Cortex has paid all instalments
of corporate taxes due and payable, and there is not presently outstanding
nor does Cortex expect to receive any notice of re-assessment from any
applicable tax collecting authority;
(cc) to the best of Sellers knowledge, Cortex has not declared or paid
any dividends of any kind or declared or made any other distributions of
any kind whatsoever including, without limitation, by way of redemption,
repurchase or reduction of its authorized capital;
(dd) to the best of Sellers knowledge, there has been no material
adverse change in the financial condition and position of Cortex and no
damage, loss destruction or other change in circumstances materially
affecting the business, property or assets of Cortex or its right or capacity
to carry on business since the date of the Cortex Financial Statements;
(ee) except as specifically disclosed by Sellers to Purchaser and to the
best of Sellers knowledge, since the date of the Cortex Financial
Statements, Cortex has not engaged in any transaction or made any
disbursement or assumed or incurred any liability or obligation or made any
commitment, including, without limitation, any forward purchase commitment
or similar obligation, to make any expenditure which would materially
affect its operations, property, assets or financial condition;
(ff) to the best of Sellers knowledge, Cortex has not waived or
surrendered any right of substantial value and has not made any gift of
money or of any of its property or assets;
(gg) to the best of Sellers knowledge, Cortex is not in default under
or in breach of, or would, after notice or lapse of time or both, be in
default under any contract, agreement, indenture or other instrument to
which it is a party or by which it is bound;
(hh) to the best of Sellers knowledge, there are no claims threatened
against or affecting Cortex nor are there any actions, suits, judgments,
proceedings or investigations pending or, threatened against or affecting
Cortex, at law or in equity, before or by any court, administrative agency
or other tribunal or any governmental authority;
(ii) Sellers are not aware of any infringement by Cortex of any registered
patent, trademark or copyright;
(jj) Cortex has no employees;
(kk) to the best of Sellers knowledge, Cortex has not failed to comply
in any respect with all applicable federal, state and local laws, rules and
regulations relating to employment or employment termination, and
all applicable laws, rules and regulations governing payment of minimum
wages and overtime rates, and the withholding and payment of taxes from
compensation of employees;
(ll) to the best of Sellers knowledge, Cortex has not ever entered into
a collective bargaining agreement or other labor union contract; and
(mm) to the best of Sellers knowledge, there are no brokerage, finders
or similar fees paid or payable by or on behalf of Sellers in connection with
this Agreement or the transactions contemplated by this Agreement; and
8. PURCHASERS REPRESENTATIONS AND WARRANTIES
8.1 Purchaser represents and warrants to Cortex and Sellers as of the date
hereof and on the Closing Date that:
(a) Purchaser has the full and absolute right, power and authority to
enter into this Agreement on the terms and subject to the conditions herein
set forth, to carry out the transactions contemplated hereby;
(b) this Agreement constitutes the valid and binding obligation of
Purchaser, and is enforceable against Purchaser in accordance with its
terms, except as enforceability may be affected by bankruptcy, insolvency
or similar laws affecting creditors rights generally or court applied
equitable remedies;
(c) Purchasers execution, delivery and performance of this Agreement
does not and will not (i) conflict with or result in a breach of any of
the terms, conditions or provisions of any judgment, order, injunction,
decree, regulation or ruling of any court or other governmental authority
to which Purchaser is subject or of any agreement or contract or any other
material agreement to which Purchaser is a party or is subject, or
constitute a default thereunder;
(d) Purchaser understands that none of the Shares have been or will
be registered under the 1933 Act, or under any state securities or blue
sky laws of any state of the United States, except for the State of
New York, and, unless so registered, may not be offered or sold in the
United States, or, directly or indirectly, to U.S. Persons, pursuant to
an effective registration statement under the 1933 Act, or pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the 1933 Act and in each case only in accordance with
applicable state and provincial securities laws;
(e) Purchaser is an accredited investor as defined in Regulation D
under the 1933 Act and that it is acquiring the Securities pursuant
to the exemption from registration requirements contained in Rule
506 of Regulation D under the 1933 Act; and
(f) Purchaser understands that offers and sales of any of the
Securities can only be made pursuant to the registration provisions of
the 1933 Act or an exemption therefrom, and in each case only in
accordance with applicable securities laws.
9. COVENANTS OF SELLER.
9.1 Affirmative Covenants. Sellers covenant and agree with Purchaser
that:
(a) both before and after the Closing Date, Sellers shall execute
and do all such further deeds, acts and things and give such assurances
as may reasonably be required to consummate the transactions contemplated
hereby and referenced herein;
(b) from and after the date of this Agreement until the Closing Date,
they shall cause Cortex to carry on its business in the ordinary course
consistent with past practice and in compliance with all applicable laws,
regulations and rules of all governmental authorities;
(c) they will give, and that they will cause Cortex to give, to the
Purchaser and the Purchasers counsel, accountants and other representatives
full access, during normal business hours throughout the period from the date
of this Agreement to the Closing Date, to all of Cortex books and records,
and will promptly furnish to the Purchaser during that period all such
information as the Purchaser may request (and that they will use their best
efforts to cause Cortex to furnish to the Purchaser during that period all
such information as the Purchaser may request).
9.2 Negative Covenants. Sellers covenant and agree with Purchaser that they
will use their best efforts to prevent Cortex from, prior to the Closing Date
and except with the prior written consent of Purchaser (which consent will not
be unreasonably withheld):
(a) making or permitting to be made any employment contracts or other
arrangements with any directors, officers, agents, servants or employees of
Cortex except as permitted pursuant to this Agreement;
(b) making or assuming or permitting to be made or assumed any commitment,
obligation or liability which is outside of the usual and ordinary course
of the business of Cortex;
(c) declaring or paying any dividends or make any other distributions
or appropriations of profits or capital except as expressly set forth in
this Agreement;
(d) create or assume any indebtedness other than in the ordinary course of
business or guarantee the obligations of any third party; or
(e) sell or otherwise in any way alienate or dispose of or encumber any of
its assets except as may be in the ordinary course of the business of Cortex.
9.3 No Entertainment of Other Offers. Sellers shall not, directly or
indirectly, solicit, initiate or encourage submission of proposals or offers
for the sale, transfer, exchange, conversion or other disposition of any
of the Shares or the assets or other securities of Cortex, or participate
in any discussions or negotiations regarding, or furnish to any person
information with respect to, or otherwise participate in any of the
foregoing.
10. MISCELLANEOUS
10.1 Survival. The representations, warranties, and covenants made in
this Agreement shall survive the Closing Date.
10.2 Survival of Representations. Notwithstanding any right of Purchaser
(whether or not exercised) to investigate the affairs of Sellers or Cortex,
or a waiver by Purchaser of any condition to Closing set forth in section 5,
each party shall have the right to rely fully upon the representations,
warranties, covenants and agreements of the other parties contained in
this Agreement, except to the extent expressly waived in writing, or in
any instrument delivered pursuant to this Agreement. All of the
representations, warranties, covenants and agreements of the parties
contained in this Agreement or in any instrument delivered pursuant to this
Agreement shall survive the Closing and continue until the third
anniversary of the Closing Date.
10.3 Prior Agreements. This Agreement supersedes all prior agreements,
written and oral, concerning the matters contained herein.
10.4 Successors. This Agreement shall be binding upon and inure to the benefit
of the heirs and successors of each of the parties. None of the party may
assign this Agreement without the prior written consent of the other party.
10.5 Construction. This Agreement shall be construed and enforced in
accordance with the laws of the State of Nevada. Each of Purchaser and the
Sellers acknowledge that he or she was represented by competent legal counsel
or advised to seek legal counsel in the review of the terms and conditions set
forth in this Agreement and the other documents relating to this transaction
and, therefore, neither this Agreement nor any of the other documents shall be
construed against any party as the drafter.
10.6 Counterparts. This Agreement may be executed in multiple counterparts,
including facsimile counterparts, that when taken together shall constitute
a single instrument; provided that original signed counterpart copies are
delivered to each party.
10.7 Public Announcements. No party hereto shall make any public announcement
or disclosure of the terms or conditions of this Agreement without the prior
written consent of the other parties, except that any parties approval shall
not be required as to any statements or other information which may be required
to make pursuant to any rule or regulation of the any competent securities
commissions or otherwise required by law.
10.8 Headings. The headings of the Sections and paragraphs of this Agreement
have been inserted for convenience of reference only and shall in no way
restrict or otherwise modify any or the terms or provisions of this
Agreement.
10.9 Severability. Any provision of this Agreement which is found to be
contrary to Nevada law or otherwise unenforceable shall not affect the
remaining terms of this Agreement, which shall be construed in such event
as if the unenforceable provision were absent from this Agreement.
10.10 Notices. All notices, requests and other communications from any of the
parties hereto to the other shall be in writing and shall be considered to have
been duly given or served when (i) personally delivered, (ii) when received if
delivered by confirmed facsimile transmission, air courier or other comparable
delivery service, or (iii) on the third day after deposit in the United States
mail, certified or registered, return receipt requested, postage
prepaid, addressed to the party at their address set forth below, or to such
other address as such party may hereafter designate by written notice:
if to Purchaser:
Iceberg Food Systems Corp.
0000 X. Xxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
if to Sellers:
Xx. Xxxxxxx X. Xxxxxxxxxxx and Xx. Xxxxxx X. Xxxxxxx
000-000 Xxxxx Xxx Xxxxx, Xxxxxxxx, XX
Xxxxxx X0X 0X0
Tel: (000) 000-0000
Fax: (000) 000-0000
10.11 Attorneys Fees. All fees and expenses incurred by the parties in
connection with the negotiation of this Agreement or compliance with its
terms shall be borne by the party incurring them. If, after the date of this
Agreement, the parties enter into a dispute arising out of this Agreement, the
prevailing party therein shall be entitled to recover from the other its costs
and expenses including, specifically, a reasonable attorneys fee (through all
trial and appellate levels).
11. TIME OF THE ESSENCE
11.1 Time is of the essence of this Agreement.
12. GOVERNING LAW AND VENUE.
12.1 This Agreement will be governed by and construed in accordance with
the laws of Nevada, and the parties hereby attorn to the jurisdiction of the
Courts of competent jurisdiction of Nevada in any proceeding hereunder.
13. COUNTERPARTS
13.1 This Agreement may be executed in several counterparts, each of which
will be deemed to be an original and all of which will together constitute
one and the same instrument.
14. ELECTRONIC MEANS
14.1 Delivery of an executed copy of this Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing
a printed copy will be deemed to be execution and delivery of this Agreement
as of the date set forth on page one of this Agreement.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written.
PURCHASER
ICEBERG FOOD SYSTEMS CORP.
per: Xxxxx Xxxxx
/s/ Xxxxx Xxxxx
SIGNED, SEALED and DELIVERED by
ICEBERG FOOD SYSTEMS CORP. in the
presence of:
Xxxxxxxx Xxxxx
/s/ Xxxxxxxx Xxxxx
Print Name
Address
Scottsdale, Arizona
Occupation
SELLERS
XXXXXXX X. XXXXXXXXXXX
/s/ Xxxxxxx X. Xxxxxxxxxxx
SIGNED, SEALED and DELIVERED by
XXXXXXX X. XXXXXXXXXXX in the
presence of:
Xxxxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxxx
Print Name
Address
Victoria, BC
Occupation
XXXXXX X. XXXXXXX
/s/ Xxxxxx X. Xxxxxxx
SIGNED, SEALED and DELIVERED by
XXXXXX X. XXXXXXX in the presence of:
Xxxxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxxx
Print Name
Address
Victoria, BC
Occupation
