Exh 10.1
SHARE PURCHASE AGREEMENT
To: The Seller(s) listed on the Counterpart
Signature Page hereof ("Seller")
From: The Buyer(s) listed on the Counterpart
Signature Page hereof ("Buyer")
Re: Purchase of shares that are common stock (the "Common Stock") of
Cove Apparel, Inc., a Nevada corporations ("Cove"), pursuant to this Share
Purchase Agreement (the "Agreement")
RECITALS:
WHEREAS, Buyer (as defined herein) wishes to purchase and Seller wishes
to sell Common Stock of Cove; and
WHEREAS, Cove is entering into a reorganization, merger or acquisition
with Euroseas Acquisition Corporation, a Delaware corporation, which is a wholly
owned subsidiary of Euroseas, Ltd., a Xxxxxxxx Island Corporations (the
"Acquirer":, which may or may not be beneficial to Cove and its stockholders
(the "Reorganization Transaction"); and
NOW, THEREFORE, the parties hereto do hereby agree as follows:
A. Seller represents and warrants that there are 10,480,500 total
shares of Commons Stock of Cove outstanding and Seller is the legal owner of
4,500,000 of these Common Stock shares of Cove. Seller agrees to sell 1,405,395
of these Common Stock shares as indicated on the Counterpart Signature Page.
Seller wishes to sell to Buyer at an aggregate purchase price as indicated on
the Counterpart Signature Page, and Buyer wishes to purchase from Seller at an
aggregate purchase price as indicated on the Counterpart Signature Page.
B. Seller represents and warrants that: (i) Cove is a publicly-held
company engaged in apparel sales, having previously and lawfully offered and
sold a portion of is securities in accordance with applicable federal and state
securities laws, rules and regulations and is in good standing the state of its
incorporation and in all other jurisdictions where it does business and (ii)
Cove files reports with the Securities and Exchange Commission under Section 13
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is
current on all its reports and filings and Seller and Buyer have been provided
with access to all reports of Cove via the XXXXX system of the SEC that have
been filed by or with respect to Cove during the past 12 months and longer.
C. Seller represents and warrans that all material information
respecting the past, present and proposed business operations of Cove, its
management, financial position or otherwise in any such filings and reports is
comlete and correct and that Seller is not aware of any liability relating to
Cove's business or operations which has not been set forth in the financial
statement as reported in Cove's most recently filed 10QSB or other applicable
reporting document and that there is not any present or threatened or proposed
litigation by or against Cove.
D. Seller represents and warrants that this Agreement is valid and
enforceable by its terms and execution of the Agreement will not result in
violation of any other agreement and that consummation of this Agreement will
not result in a breach of any shareholder agreement of buy-sell agreement
executed amount the shareholders of Cove.
1
E. Seller and Buyer are aware that there is no current "established
trading market" for the Common Stock of Cove which Common Stock is quoted on the
OTC Bulletin Board of the National Association of Securities Dealers, Inc., (the
"NASD") under the symbol "CVAP.OB" and that it is uncertain at this time whether
there will be any future market for the Common Stock of Cove; and that the
purchase price being paid for the Cove Common Stock bears no relationship to
assets, book value or other established criteria of value. Seller and Buyer are
also aware of the imminent Reorganization Transaction.
F. If there is or have been any increases in the number of shares held
by Seller due to stock splits or similar events, the number of shares to be sold
to buyer will be adjusted upward accordingly with no increase in the purchase
price. Seller represents and warrants that there have been no such changes
before the date hereof.
G. Buyer represents and warrants the following as an additional
inducement for the offer outlined in this Agreement to purchase the Common Stock
of Seller covered by this Agreement, to-wit:
(i) Buyer is not relying on any representation of warranty of
Seller whatsoever, except those representations and warranties contained in this
Agreement;
(ii) Buyer has conducted Buyer's own investigation of the
risks and merits of an investment in Cove by reviewing its annual and quarterly
filings and registration statements contained in the Xxxxx achieves of the
Securities and Exchange Commission;
(iii) Buyer or its principals is an "accredited investor" as
that term is known or defined under applicable United States securities laws,
and/or is fully capable of evaluating the risks and merits associated with the
execution of this Agreement and the purchase of this Common Stock hereunder,
without qualification;
(iv) Buyer has full power and authority to execute and deliver
this Agreement, without qualification;
(v) Buyer is purchasing the Common Stock for Buyer's account
only;
(vi) Buyer will fully comply with all provisions of United
States and state securities laws, in the resale of any of the Common Stock
acquired hereunder, and will timely make all the required filings regarding
beneficial ownership of the Common Stock with the Securities and Exchange
Commission, as may be applicable; and
(vii) Buyer agrees and understands that the amount being paid
by Buyer for the shares may be more or less than other Cove shareholders may be
selling their stock in similar transactions.
H. Seller represents, warrants and agrees that Buyer has not made and
Seller is not relying on any representation of warranty of Buyer whatsoever,
except those representations and warranties contained in this Agreement; and
that Seller has conducted his own investigation of the proposed Reorganization
Transaction, including without limitation that Seller has received and reviewed
financial statements of the Eurobulk Group of Companies (predecessor of the
Acquiror) for the years ended December 31, 2004 and 2003, the Term Sheet between
Cove and Eurobulk Ltd. Dated April 20, 2005 and the draft copy of the Form 8-K
of Cove dated June 2005 and the draft of Agreement and Plan of Merger dated June
17, 2005 for the proposed Reorganization Transaction. Without limitation of the
above, Seller acknowledges that instead of raising $50 million or more as
mentioned in said Term Sheet, the actual amount raised might be only $25 million
or less.
2
Accordingly, the parties hereto (subject to both parties' signatures
below) agree as follows:
1. Buyer hereby offers to purchase from Seller the shares of Common
Stock of Cove as indicated on the Counterpart Signature Page, free and clear of
any liens, encumbrances and/or other restrictions whatsoever and Seller agrees
to sell to Buyer the shares of Common Stock of Cove owned by Seller as indicated
on the Counterpart Signature Page, free and clear of any such liens,
encumbrances and/or restrictions whatsoever.
2. The purchase price of the Common Stock shall be as indicated on the
Counterpart Signature Page, payable on delivery of the Common Stock by Seller to
Buyer for purchase and sale under this Agreement.
3. Certificates representing the Common Stock shall be delivered to
Buyer in exchange for payment by Buyer and Seller of the amounts required herein
from funds to be deposited by Buyer for the purchase and sale of the Common
Stock, which payment shall be subject to the transfer of the Common Stock into
Buyers's name and delivery of the stock certificate or certificates representing
the common Stock to Buyer, which stock certificate shall bear no restriction or
notation, except as may be required to comply with the Securities and Exchange
Act of 1933;
4. By acceptance of this offer, Seller hereby covenants and warrants:
(i) That Seller has the right to sell, transfer, convey and
assign the Common Stock, without qualification; subject to such restrictions as
may be required to comply with the Securities and Exchange Act of 1933;
(ii) That the shares being sold under this Agreement are fully
paid and non-assessable; and
(iii) That Seller has done no act to encumber, hypothecate or
cause liens on the Common Stock and the shares are free and clear of any liens,
encumbrances and restrictions.
5. A closing under the terms of this Agreement shall take place on or
about the closing date specified. At the closing Buyer shall tender to Seller
payment in the amount of the specified Purchase Price for the shares to be
purchased under this Agreement. Seller shall simultaneously tender to Buyer
certificates for the specified number of shares of the Common Stock of Cove with
stock powers attached. Said certificates shall be free and clear of any
restriction except such as may be imposed under the Securities Act of 1933.
6. This Agreement shall be construed under the laws of the State of
California.
7. All representations and warranties in this Agreement shall survive
the closing.
8. This Agreement constitutes the entire, complete and final expression
of the agreement of the parties relating to the subject matter hereof and
supersedes all previous communications and agreements thereon, oral or written.
3
COUNTERPART SIGNATURE PAGE
This Counterpart Signature Page for that certain Share Purchase Agreement ("the
Agreement") dated on August 29, 2005, among the undersigned, by which the
undersigned, through execution and delivery of this Counterpart Signature Page,
intend to be legally bound by the terms of the Agreement. This Agreement may be
executed in separate counterparts which together constitute one and the same
agreement.
BUYER:
Seaward Ave Partners, LLC.
------------------------------------
Dated 8/29/05 By: /s/ Xxxxxx Xxxxx
----------------------------
(Signature) Xxxxxx Xxxxx, Managing Member
SELLER:
Xxxxx Xxxxxxxx
------------------------------------
8/29/05 By: /s/ Xxxxx Xxxxxxxx
Number of Shares Sold: 1,405,395
Purchase Price ($13,509.05)
Closing Date: August 29, 2005
4
Exh 10.2
SHARE PURCHASE AGREEMENT
To: The Seller(s) listed on the Counterpart
Signature Page hereof ("Seller")
From: The Buyer(s) listed on the Counterpart
Signature Page hereof ("Buyer")
Re: Purchase of shares that are common stock (the "Common Stock") of
Cove Apparel, Inc., a Nevada corporations ("Cove"), pursuant to this Share
Purchase Agreement (the "Agreement")
RECITALS:
WHEREAS, Buyer (as defined herein) wishes to purchase and Seller wishes
to sell Common Stock of Cove; and
WHEREAS, Cove is entering into a reorganization, merger or acquisition
with Euroseas Acquisition Corporation, a Delaware corporation, which is a wholly
owned subsidiary of Euroseas, Ltd., a Xxxxxxxx Island Corporations (the
"Acquirer":, which may or may not be beneficial to Cove and its stockholders
(the "Reorganization Transaction"); and
NOW, THEREFORE, the parties hereto do hereby agree as follows:
A. Seller represents and warrants that there are 10,480,500 total
shares of Commons Stock of Cove outstanding and Seller is the legal owner of
4,500,000 of these Common Stock shares of Cove. Seller agrees to sell 1,385,396
of these Common Stock shares as indicated on the Counterpart Signature Page.
Seller wishes to sell to Buyer at an aggregate purchase price as indicated on
the Counterpart Signature Page, and Buyer wishes to purchase from Seller at an
aggregate purchase price as indicated on the Counterpart Signature Page.
B. Seller represents and warrants that: (i) Cove is a publicly-held
company engaged in apparel sales, having previously and lawfully offered and
sold a portion of is securities in accordance with applicable federal and state
securities laws, rules and regulations and is in good standing the state of its
incorporation and in all other jurisdictions where it does business and (ii)
Cove files reports with the Securities and Exchange Commission under Section 13
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is
current on all its reports and filings and Seller and Buyer have been provided
with access to all reports of Cove via the XXXXX system of the SEC that have
been filed by or with respect to Cove during the past 12 months and longer.
C. Seller represents and warrans that all material information
respecting the past, present and proposed business operations of Cove, its
management, financial position or otherwise in any such filings and reports is
comlete and correct and that Seller is not aware of any liability relating to
Cove's business or operations which has not been set forth in the financial
statement as reported in Cove's most recently filed 10QSB or other applicable
reporting document and that there is not any present or threatened or proposed
litigation by or against Cove.
D. Seller represents and warrants that this Agreement is valid and
enforceable by its terms and execution of the Agreement will not result in
violation of any other agreement and that consummation of this Agreement will
not result in a breach of any shareholder agreement of buy-sell agreement
executed amount the shareholders of Cove.
5
E. Seller and Buyer are aware that there is no current "established
trading market" for the Common Stock of Cove which Common Stock is quoted on the
OTC Bulletin Board of the National Association of Securities Dealers, Inc., (the
"NASD") under the symbol "CVAP.OB" and that it is uncertain at this time whether
there will be any future market for the Common Stock of Cove; and that the
purchase price being paid for the Cove Common Stock bears no relationship to
assets, book value or other established criteria of value. Seller and Buyer are
also aware of the imminent Reorganization Transaction.
F. If there is or have been any increases in the number of shares held
by Seller due to stock splits or similar events, the number of shares to be sold
to buyer will be adjusted upward accordingly with no increase in the purchase
price. Seller represents and warrants that there have been no such changes
before the date hereof.
G. Buyer represents and warrants the following as an additional
inducement for the offer outlined in this Agreement to purchase the Common Stock
of Seller covered by this Agreement, to-wit:
(i) Buyer is not relying on any representation of warranty of
Seller whatsoever, except those representations and warranties contained in this
Agreement;
(ii) Buyer has conducted Buyer's own investigation of the
risks and merits of an investment in Cove by reviewing its annual and quarterly
filings and registration statements contained in the Xxxxx achieves of the
Securities and Exchange Commission;
(iii) Buyer or its principals is an "accredited investor" as
that term is known or defined under applicable United States securities laws,
and/or is fully capable of evaluating the risks and merits associated with the
execution of this Agreement and the purchase of this Common Stock hereunder,
without qualification;
(iv) Buyer has full power and authority to execute and deliver
this Agreement, without qualification;
(v) Buyer is purchasing the Common Stock for Buyer's account
only;
(vi) Buyer will fully comply with all provisions of United
States and state securities laws, in the resale of any of the Common Stock
acquired hereunder, and will timely make all the required filings regarding
beneficial ownership of the Common Stock with the Securities and Exchange
Commission, as may be applicable; and
(vii) Buyer agrees and understands that the amount being paid
by Buyer for the shares may be more or less than other Cove shareholders may be
selling their stock in similar transactions.
H. Seller represents, warrants and agrees that Buyer has not made and
Seller is not relying on any representation of warranty of Buyer whatsoever,
except those representations and warranties contained in this Agreement; and
that Seller has conducted his own investigation of the proposed Reorganization
Transaction, including without limitation that Seller has received and reviewed
financial statements of the Eurobulk Group of Companies (predecessor of the
Acquiror) for the years ended December 31, 2004 and 2003, the Term Sheet between
Cove and Eurobulk Ltd. Dated April 20, 2005 and the draft copy of the Form 8-K
of Cove dated June 2005 and the draft of Agreement and Plan of Merger dated June
17, 2005 for the proposed Reorganization Transaction. Without limitation of the
above, Seller acknowledges that instead of raising $50 million or more as
mentioned in said Term Sheet, the actual amount raised might be only $25 million
or less.
6
Accordingly, the parties hereto (subject to both parties' signatures
below) agree as follows:
1. Buyer hereby offers to purchase from Seller the shares of Common
Stock of Cove as indicated on the Counterpart Signature Page, free and clear of
any liens, encumbrances and/or other restrictions whatsoever and Seller agrees
to sell to Buyer the shares of Common Stock of Cove owned by Seller as indicated
on the Counterpart Signature Page, free and clear of any such liens,
encumbrances and/or restrictions whatsoever.
2. The purchase price of the Common Stock shall be as indicated on the
Counterpart Signature Page, payable on delivery of the Common Stock by Seller to
Buyer for purchase and sale under this Agreement.
3. Certificates representing the Common Stock shall be delivered to
Buyer in exchange for payment by Buyer and Seller of the amounts required herein
from funds to be deposited by Buyer for the purchase and sale of the Common
Stock, which payment shall be subject to the transfer of the Common Stock into
Buyers's name and delivery of the stock certificate or certificates representing
the common Stock to Buyer, which stock certificate shall bear no restriction or
notation, except as may be required to comply with the Securities and Exchange
Act of 1933;
4. By acceptance of this offer, Seller hereby covenants and warrants:
(i) That Seller has the right to sell, transfer, convey and
assign the Common Stock, without qualification; subject to such restrictions as
may be required to comply with the Securities and Exchange Act of 1933;
(ii) That the shares being sold under this Agreement are fully
paid and non-assessable; and
(iii) That Seller has done no act to encumber, hypothecate or
cause liens on the Common Stock and the shares are free and clear of any liens,
encumbrances and restrictions.
5. A closing under the terms of this Agreement shall take place on or
about the closing date specified. At the closing Buyer shall tender to Seller
payment in the amount of the specified Purchase Price for the shares to be
purchased under this Agreement. Seller shall simultaneously tender to Buyer
certificates for the specified number of shares of the Common Stock of Cove with
stock powers attached. Said certificates shall be free and clear of any
restriction except such as may be imposed under the Securities Act of 1933.
6. This Agreement shall be construed under the laws of the State of
California.
7. All representations and warranties in this Agreement shall survive
the closing.
8. This Agreement constitutes the entire, complete and final expression
of the agreement of the parties relating to the subject matter hereof and
supersedes all previous communications and agreements thereon, oral or written.
7
COUNTERPART SIGNATURE PAGE
This Counterpart Signature Page for that certain Share Purchase Agreement ("the
Agreement") dated on August 29, 2005, among the undersigned, by which the
undersigned, through execution and delivery of this Counterpart Signature Page,
intend to be legally bound by the terms of the Agreement. This Agreement may be
executed in separate counterparts which together constitute one and the same
agreement.
BUYER:
X.X. Xxxxxxx
------------------------------------
Dated 8/29/05 By: /s/ X.X. Xxxxxxx
----------------------------
(Signature) X.X. Xxxxxxx
SELLER:
Xxxxx Xxxxxxxx
------------------------------------
8/29/05 By: /s/ Xxxxx Xxxxxxxx
Number of Shares Sold: 1,385,396
Purchase Price ($13,424.13)
Closing Date: August 29, 2005
8
Exh 10.3
SHARE PURCHASE AGREEMENT
To: The Seller(s) listed on the Counterpart
Signature Page hereof ("Seller")
From: The Buyer(s) listed on the Counterpart
Signature Page hereof ("Buyer")
Re: Purchase of shares that are common stock (the "Common Stock") of
Cove Apparel, Inc., a Nevada corporations ("Cove"), pursuant to this Share
Purchase Agreement (the "Agreement")
RECITALS:
WHEREAS, Buyer (as defined herein) wishes to purchase and Seller wishes
to sell Common Stock of Cove; and
WHEREAS, Cove is entering into a reorganization, merger or acquisition
with Euroseas Acquisition Corporation, a Delaware corporation, which is a wholly
owned subsidiary of Euroseas, Ltd., a Xxxxxxxx Island Corporations (the
"Acquirer":, which may or may not be beneficial to Cove and its stockholders
(the "Reorganization Transaction"); and
NOW, THEREFORE, the parties hereto do hereby agree as follows:
A. Seller represents and warrants that there are 10,480,500 total
shares of Commons Stock of Cove outstanding and Seller is the legal owner of
4,500,000 of these Common Stock shares of Cove. Seller agrees to sell 1,609,209
of these Common Stock shares as indicated on the Counterpart Signature Page.
Seller wishes to sell to Buyer at an aggregate purchase price as indicated on
the Counterpart Signature Page, and Buyer wishes to purchase from Seller at an
aggregate purchase price as indicated on the Counterpart Signature Page.
B. Seller represents and warrants that: (i) Cove is a publicly-held
company engaged in apparel sales, having previously and lawfully offered and
sold a portion of is securities in accordance with applicable federal and state
securities laws, rules and regulations and is in good standing the state of its
incorporation and in all other jurisdictions where it does business and (ii)
Cove files reports with the Securities and Exchange Commission under Section 13
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is
current on all its reports and filings and Seller and Buyer have been provided
with access to all reports of Cove via the XXXXX system of the SEC that have
been filed by or with respect to Cove during the past 12 months and longer.
C. Seller represents and warrans that all material information
respecting the past, present and proposed business operations of Cove, its
management, financial position or otherwise in any such filings and reports is
comlete and correct and that Seller is not aware of any liability relating to
Cove's business or operations which has not been set forth in the financial
statement as reported in Cove's most recently filed 10QSB or other applicable
reporting document and that there is not any present or threatened or proposed
litigation by or against Cove.
D. Seller represents and warrants that this Agreement is valid and
enforceable by its terms and execution of the Agreement will not result in
violation of any other agreement and that consummation of this Agreement will
not result in a breach of any shareholder agreement of buy-sell agreement
executed amount the shareholders of Cove.
9
E. Seller and Buyer are aware that there is no current "established
trading market" for the Common Stock of Cove which Common Stock is quoted on the
OTC Bulletin Board of the National Association of Securities Dealers, Inc., (the
"NASD") under the symbol "CVAP.OB" and that it is uncertain at this time whether
there will be any future market for the Common Stock of Cove; and that the
purchase price being paid for the Cove Common Stock bears no relationship to
assets, book value or other established criteria of value. Seller and Buyer are
also aware of the imminent Reorganization Transaction.
F. If there is or have been any increases in the number of shares held
by Seller due to stock splits or similar events, the number of shares to be sold
to buyer will be adjusted upward accordingly with no increase in the purchase
price. Seller represents and warrants that there have been no such changes
before the date hereof.
G. Buyer represents and warrants the following as an additional
inducement for the offer outlined in this Agreement to purchase the Common Stock
of Seller covered by this Agreement, to-wit:
(i) Buyer is not relying on any representation of warranty of
Seller whatsoever, except those representations and warranties contained in this
Agreement;
(ii) Buyer has conducted Buyer's own investigation of the
risks and merits of an investment in Cove by reviewing its annual and quarterly
filings and registration statements contained in the Xxxxx achieves of the
Securities and Exchange Commission;
(iii) Buyer or its principals is an "accredited investor" as
that term is known or defined under applicable United States securities laws,
and/or is fully capable of evaluating the risks and merits associated with the
execution of this Agreement and the purchase of this Common Stock hereunder,
without qualification;
(iv) Buyer has full power and authority to execute and deliver
this Agreement, without qualification;
(v) Buyer is purchasing the Common Stock for Buyer's account
only;
(vi) Buyer will fully comply with all provisions of United
States and state securities laws, in the resale of any of the Common Stock
acquired hereunder, and will timely make all the required filings regarding
beneficial ownership of the Common Stock with the Securities and Exchange
Commission, as may be applicable; and
(vii) Buyer agrees and understands that the amount being paid
by Buyer for the shares may be more or less than other Cove shareholders may be
selling their stock in similar transactions.
H. Seller represents, warrants and agrees that Buyer has not made and
Seller is not relying on any representation of warranty of Buyer whatsoever,
except those representations and warranties contained in this Agreement; and
that Seller has conducted his own investigation of the proposed Reorganization
Transaction, including without limitation that Seller has received and reviewed
financial statements of the Eurobulk Group of Companies (predecessor of the
Acquiror) for the years ended December 31, 2004 and 2003, the Term Sheet between
Cove and Eurobulk Ltd. Dated April 20, 2005 and the draft copy of the Form 8-K
of Cove dated June 2005 and the draft of Agreement and Plan of Merger dated June
17, 2005 for the proposed Reorganization Transaction. Without limitation of the
above, Seller acknowledges that instead of raising $50 million or more as
mentioned in said Term Sheet, the actual amount raised might be only $25 million
or less.
10
Accordingly, the parties hereto (subject to both parties' signatures
below) agree as follows:
1. Buyer hereby offers to purchase from Seller the shares of Common
Stock of Cove as indicated on the Counterpart Signature Page, free and clear of
any liens, encumbrances and/or other restrictions whatsoever and Seller agrees
to sell to Buyer the shares of Common Stock of Cove owned by Seller as indicated
on the Counterpart Signature Page, free and clear of any such liens,
encumbrances and/or restrictions whatsoever.
2. The purchase price of the Common Stock shall be as indicated on the
Counterpart Signature Page, payable on delivery of the Common Stock by Seller to
Buyer for purchase and sale under this Agreement.
3. Certificates representing the Common Stock shall be delivered to
Buyer in exchange for payment by Buyer and Seller of the amounts required herein
from funds to be deposited by Buyer for the purchase and sale of the Common
Stock, which payment shall be subject to the transfer of the Common Stock into
Buyers's name and delivery of the stock certificate or certificates representing
the common Stock to Buyer, which stock certificate shall bear no restriction or
notation, except as may be required to comply with the Securities and Exchange
Act of 1933;
4. By acceptance of this offer, Seller hereby covenants and warrants:
(i) That Seller has the right to sell, transfer, convey and
assign the Common Stock, without qualification; subject to such restrictions as
may be required to comply with the Securities and Exchange Act of 1933;
(ii) That the shares being sold under this Agreement are fully
paid and non-assessable; and
(iii) That Seller has done no act to encumber, hypothecate or
cause liens on the Common Stock and the shares are free and clear of any liens,
encumbrances and restrictions.
5. A closing under the terms of this Agreement shall take place on or
about the closing date specified. At the closing Buyer shall tender to Seller
payment in the amount of the specified Purchase Price for the shares to be
purchased under this Agreement. Seller shall simultaneously tender to Buyer
certificates for the specified number of shares of the Common Stock of Cove with
stock powers attached. Said certificates shall be free and clear of any
restriction except such as may be imposed under the Securities Act of 1933.
6. This Agreement shall be construed under the laws of the State of
California.
7. All representations and warranties in this Agreement shall survive
the closing.
8. This Agreement constitutes the entire, complete and final expression
of the agreement of the parties relating to the subject matter hereof and
supersedes all previous communications and agreements thereon, oral or written.
11
COUNTERPART SIGNATURE PAGE
This Counterpart Signature Page for that certain Share Purchase Agreement ("the
Agreement") dated on August 29, 2005, among the undersigned, by which the
undersigned, through execution and delivery of this Counterpart Signature Page,
intend to be legally bound by the terms of the Agreement. This Agreement may be
executed in separate counterparts which together constitute one and the same
agreement.
BUYER:
Olive Grove, LLC.
------------------------------------
Dated 8/29/05 By: /s/ Xxxxx Xxxxxx
----------------------------
(Signature) Xxxxx Xxxxxx, Managing Member
SELLER:
Xxxxx Xxxxxxxx
------------------------------------
8/29/05 By: /s/ Xxxxx Xxxxxxxx
Number of Shares Sold: 1,609,209
Purchase Price ($13,157.71)
Closing Date: August 29, 2005
