Exhibit 10.02
OPTION TO PURCHASE
To CANADIAN ROCKPORT HOMES LTD., herein called the purchaser.
(a) In consideration of $ 10.00 dollars, receipt of which is hereby
acknowledged, TWIC HOUSING CORP., herein called the vendor, grants to the
purchaser the irrevocable option to purchase all of the vendor's assets
including all designs, procedures, systems, patent, copyrights and trademarks
relating to the Thin Wall Concrete building process (the "TWiC System") for the
total purchase price of $5,000,000.00 dollars Cdn. payable as follows:
(b) $50,000.00 as an initial deposit due upon the exercise of the
option, which sum shall be held by the vendor pending completion of the sale, or
other termination of the agreement arising from the exercise of the option.
(c) $200,000.00 on the Completion Date;
(d) $250,000.00 on the last day of the third full month following the
Completion Date;
1.01 $250,000.00 on the last day of the sixth full month following the
Completion Date;
1.02 $250,000.00 on the last day of the ninth full month following the
Completion Date;
1.03 $500,000.00 on the last day of the eighteenth full month following the
Completion Date;
1.04 $500,000.00 on the two year anniversary of the Completion Date;
1.05 $1,000,000.00 on the following three anniversary dates of the Completion
Date.
The purchaser and vendor agree that the purchaser may prepay any or all of the
above installments without notice, bonus or penalty.
(j) This option is exercisable by notice in writing delivered or mailed
postage prepaid or telegraphed prepaid to the vendor at 00000 - 000xx Xxx.,
Xxxxxx, X.X., X0X 0X0 prior to midnight of December 31, 2001 after which time
this option shall be null and void, and the vendor shall be entitled to retain
the sum paid for the granting of the option.
(k) The purchaser may assign this option with the consent of the
vendor, whose consent shall not be unreasonably withheld.
(l) Notwithstanding anything in this agreement, the contract for the
purchase of a 16 mold plant in the Santiago area of Chile will remain in full
force and effect.
G. Upon the option being exercised, the following shall be the terms of the
agreement of purchase and sale of the TWiC System:
(n) The purchase price for the TWiC System shall be paid in accordance
with paragraph one of this agreement. The sum paid for the granting of
the option and the amount of the deposit shall be credited to the
purchase price.
(o) The sale shall be completed on the 45th day after the date of the
exercise of the option, unless on such day falls on a weekend or
holiday, in which case the sale shall be completed on the next
following business day (the "Completion Date").
(p) The TWiC System shall be good and free from all encumbrances.
(q) The purchaser is to be allowed 30 days from the date of the exercise
of this option to examine the inventory and title of the TWiC System,
and if within that time any valid objection is made in writing which
the vendor shall unable to remove and which the purchaser will not
waive, this agreement shall be null and void notwithstanding any
intermediate acts or negotiations in respect of such objection, and
the vendor shall refund to the purchaser the amount paid for the
granting of the option, together with the deposit without interest.
(r) Documents necessary to transfer title to the TWiC System, including a
comprehensive assets purchase agreement containing the usual
representations and warranties, shall be prepared by the purchaser's
solicitor in a form satisfactory to the vendor.
(s) Tender of documents or money may be made upon the solicitor for either
party, and money may be tendered by solicitor's trust, certified or
banker's cheque.
(t) Time shall be of the essence of the option and this agreement.
(u) During the currency of this option, the vendor shall not transfer,
pledge, mortgage, charge or otherwise encumber the TWiC System or
their rights under this option agreement.
(v) The purchaser and vendor agree that the purchaser shall, with effect
from and after the Completion Date, offer employment to Xxx Xxxxxx,
and other essential personnel of the vendor as necessary, (the
"Transferred Employees") on terms and conditions that are at least
financially equivalent to those on which the Transferred Employees are
presently employed by the vendor. The Purchaser shall not assume any
liability for any other persons employed by the vendor in connection
with the business other than the Transferred Employees.
(w) Xxxxx Xxxxxx will be retained as the Head of Technology and will be
responsible for product development, quality control and all related
technical issues.
(x) The purchaser confirms, in general terms, that two of the principals
of the vendor will be appointed as a directors of the purchaser with
the granting of "options to purchase shares" similar in nature to
those options that may be granted to other directors of the purchaser
or other insiders and will be negotiated.
(y) The purchaser and vendor agree that the purchaser will accept all of
the vendor's supply commitments at the time of the exercising of the
option provided those commitments are provided, in writing, to the
purchaser at or before the time the option is exercised.
(z) There shall be no public release by the vendor of any information
concerning this option agreement without the prior written consent of
the purchaser (consent may be unreasonably withheld) unless the
information is required by a lawful authority or other regulatory body
having jurisdiction, in which case the purchaser shall have the right
to approve the information to be disclosed. The vendor shall notify
the purchaser prior to any public release of material information
concerning on the option agreement.
(aa) With respect to the subject-matter of this agreement, this agreement:
(bb) sets forth the entire agreement between the parties and any persons
who have in the past or who are now representing either of the
parties;
(cc) supersedes all prior understandings and communications between the
parties or any of them, oral or written, and
(dd) constitutes the entire agreement between the parties.
Each party acknowledges that no party is relying on any statement or
representation made by any other which is not embodied in this agreement. Each
party acknowledges that it shall have no right to rely on any amendment,
promise, modification, statement or representation made or occurring subsequent
to the execution of this agreement unless it is in writing and executed by each
of the parties.
Dated at Richmond, this 17th day of February, 2000.
TWiC Housing Corp. Canadian Rockport Homes Ltd.
by its authorized signatories by its authorized signatories:
per: per:
/s/ Xxxxx Xxxxxx /s/ Xxxxxxx Xxxxxx
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Xxxxx Xxxxxx, P. Eng. Xxxxxxx X. Xxxxxx
President President
