SHARE REPURCHASE AGREEMENT
EXHIBIT
10.4
This
agreement ("Agreement") is made as of this 5th
day of November, 2007, by and between ACCESSKEY IP, INC., a Nevada corporation,
having a place of business at 600 8100 M4 Xxxxxxx Xxxx XX, Xxxxx 000,
Xxxxxxxxxxx, Xxx Xxxxxx, 00000, ("Issuer," "Buyer" or the "Company") and Philly
Financial, L.L.C., a Minnesota limited liability company, having its principal
address at 000 Xxxxxx Xx., Xxxxx 00, Xxxxxxxxxx, XX 00000
("Seller").
WITNESSETH:
WHEREAS,
Seller previously purchased shares of the Company's Common Stock;
WHEREAS,
the Company has determined that it is in the best interests of the
Company
WHEREAS,
Seller desires to sell and Buyer desires to purchase for the consideration
hereinafter set forth certain shares of Common stock of the Company (the
"Shares"); and
WHEREAS,
Seller and Buyer desire to set forth in this Agreement all the terms, conditions
and covenants upon which such purchase and sale are to be
consummated;
NOW,
THEREFORE, in consideration of the premises and the mutual agreements,
representations, warranties and covenants herein contained, Issuer and Seller
agree as follows:
1. Representations
and Warranties. Seller and Buyer represent, warrant and agree for the
benefit
of each other as follows:
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1.1.
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1.2.
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Power
to Convey. Seller has full power and authority, to sell, assign,
transfer and convey
the Shares and consummate the transactions contemplated herein without the
consent of any other person, entity or governmental
authority.
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1.3.
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Restrictive
Documents. To the best knowledge of Seller, Seller is not subject
to any
of the following which may prevent the consummation of the transactions
contemplated by this Agreement: any charter, bylaw, mortgage, lien, lease,
security or other agreement, instrument, law, rule, regulation, order,
judgment or decree or any other restriction of any kind or character. The
transfer of Shares hereunder does not contravene any agreement, contract
or restriction or condition, express or implied, to which Seller is a
party which would have a material adverse effect on such
transfer.
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1.4.
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Brokers.
All negotiations relative to this Agreement and the transactions
contemplated
hereby have been carried on by Seller directly with Buyer without the
intervention of any other person. Neither Seller nor Buyer has not acted
in any manner so as to give rise to any valid claim against either of the
parties hereto for a finder's fee, brokerage commission or other like
payment.
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1.5.
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Survival
of Representations. All representations, warranties, covenants and
obligations
in this Agreement and any certificate or document delivered pursuant to
this Agreement will survive the Closing indefinitely, subject to
applicable statutes of limitation, unless Buyer had knowledge of any
misrepresentations or breach of warranty, covenant or obligation at the
time of the Closing.
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1.6.
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Purchase
Intent Representations. Buyer and Seller acknowledge that the
Shares are
being repurchased by the company to be retired or held as "Treasury
Shares" and as such shall be considered Authorized but not Issued nor
Outstanding until such time as the Company decides, at its absolute
discretion to reissue such stock, either to Seller, or to anyone else the
Buyer so chooses. The Company shall not be required to hold these shares
as unissued in order to fulfill a later conversion by
Seller.
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2. Purchase
of Shares.
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2.1.
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Purchase
and Sale of Shares. Seller shall transfer and convey to Buyer and
Buyer shall
purchase from Seller subject to the terms and conditions hereinafter set
forth, 25,041,817 shares of Company common stock (the "Common Stock") at a
price of $0.007/share.
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2.2.
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Purchase
Price. As consideration for the sale of the Shares by Seller to
Buyer and the
performance by Seller of all of the terms and conditions of this
Agreement, Buyer shall pay to Seller the total sum of $175,292.719 payable
in the form of a Convertible Note to be executed simultaneously with this
Agreement.
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3. Closing
Date, Subject to the provisions of Sections 5 and 6, the Closing Date
shall be November
5, 2007, at the offices the Buyer, said date herein referred to as the "Closing
Date."
4. Miscellaneous.
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4.1.
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Expenses.
Each party to this Agreement shall pay its own costs and expenses
(including
all legal, accounting, broker, finder and investment banker fees) relating
to this Agreement, the negotiations leading up to this Agreement and the
transactions contemplated by this
Agreement.
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4.2.
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Amendment.
This Agreement shall not be amended or modified except by a
writing
duly executed by Issuer and Buyer.
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4.3.
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Entire
Agreement. This Agreement, including the Schedules and the other
instruments,
agreements and documents delivered pursuant to this Agreement, contain all
of the terms, conditions and representations and warranties agreed upon by
the parties relating to the subject matter of this Agreement and supersede
all prior agreements, negotiations, correspondence, undertakings and
communications of the parties, oral or written, respecting such subject
matter.
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4.4.
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Headings.
The headings contained in this Agreement are intended solely for the
convenience
and shall not affect the rights of the parties to this
Agreement.
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4.5.
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Notices.
All notices, requests, demands and other communications made in
connection
with this Agreement shall be in writing
and shall be deemed to have been duly given on the date of
delivery, if delivered to the persons identified below, or three days
after mailing if mailed by certified or registered mail, postage prepaid,
return receipt
requested, to the addresses first set forth above. Such addresses may be
changed, from time to time, by means of a notice given in the manner
provided in this paragraph.
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4.6.
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Severability.
If any provision of this Agreement is held to be unenforceable for
any
reason, it shall be adjusted rather than voided, if possible, in order to
achieve the intent of the parties to this Agreement to the extent
possible. In any event, all other provisions of this Agreement shall be
deemed valid and enforceable to the full extent
possible.
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4.7.
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Waiver.
Waiver of any term or condition of this Agreement by any party shall
only
be effective if in writing and shall not be construed as a waiver of any
subsequent breach or failure of the same term or condition, or a waiver of
any other term or condition of this
Agreement.
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4.8.
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No
Third Party Beneficiaries. Nothing in this Agreement shall confer
any rights upon
any person or entity which is not a party or an assignee of a party to
this Agreement.
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4.9.
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Counterparts.
This Agreement may be signed in any number of counterpart with
the
same effect as if the signatures to each counterpart were upon a single
instrument, and all such counterparts together shall be deemed an original
of this Agreement.
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4.10.
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Governing
Laws. This Agreement and any disputes thereto will be governed by
and
construed under the laws of the State of Illinois without giving effect to
any choice of law or conflict of law provision or rule (whether of the
State of Illinois or any other jurisdiction) that would require the
application of any other law. All parties hereby affirmatively submit to,
and agree not to challenge, personal jurisdiction in any court sitting in
Xxxx County, Illinois.
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4.11.
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Successors.
This Agreement shall be binding upon and shall inure to the benefit
of
the parties hereto and their respective successors and
assigns.
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IN
WITNESS WHEREOF, this Agreement has been executed by the parties hereto the day
and year first above written.
| Buyer: | Seller: |
| /s/ Xxxxxx Xxxxxxx | /s/ Xxxxxxx Xxxxxxxx |
| Xxxxxx Xxxxxxx, CEO | Xxxxxxx Xxxxxxxx, Manager |
| AccessKey IP, Inc. | Philly Financial, LLC |
