1
EQUITY JOINT VENTURE AGREEMENT
THIS AGREEMENT made this 19th day of February, 1996.
A M O N G:
GLOBESAT HOLDING CORP., a company incorporated
under the laws of the State of Utah
(hereinafter called "GSAT")
- and -
STARTECH ENVIRONMENTAL CORPORATION, a company
incorporated under the laws of the State of Colorado
(hereinafter called "STAR")
WHEREAS STAR has developed a proprietary process relating to
the manufacture, use and operation of Plasma Waste Converter
Systems (as hereinafter defined);
AND WHEREAS GSAT and STAR desire to form a joint venture
among themselves for the purpose of, among other things,
commercializing Tire Resource Recovery Systems (as hereinafter
defined) on the terms and conditions set forth herein;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the mutual covenants and agreements contained herein, the sum
of One Dollar ($1.00) paid by each party hereto to the other
parties hereto and for other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged by each
of the parties hereto), it is hereby agreed as follows:
1.Definitions. For the purposes of this Agreement, the
following definitions shall apply:
a."Board of Directors" means the board of directors of the
Corporation as duly elected from time to time;
b."Corporation" has the meaning ascribed thereto in section 3
hereof;
c."Exclusive Representative Agreement" has the meaning
ascribed thereto in section 5 hereof;
d."GSAT-SUB" means a wholly-owned subsidiary of GSAT;
e."Plasma Waste Converter Systems" means electrically driven
systems that utilize an ionized plasma arc to produce an intense
2
field of radiant energy that causes the dissociation of the
molecular bonds of organic and inorganic solids, liquids and
gaseous compounds and/or materials into their elemental atomic
components, and reforms them into, among other things, non-hazardous
recoverable and reusable products;
f."Share" means a common share in the capital of the
Corporation and "Shares" means more than one common share; and
"Share" or "Shares" include both present and future common shares
issued by the Corporation;
g."Shareholders" means GSAT-SUB and STAR-SUB;
h."Shareholders' Agreement" has the meaning ascribed thereto
in section 7 hereof;
i."STAR-SUB" means a wholly-owned subsidiary of STAR; and
j."Tire Resource Recovery Systems" means Plasma Waste
Converter Systems developed by STAR, in conjunction with others,
which are designed to convert tires into commodity products,
principally comprised of iron and synthetic gas.
2.Scope of the Joint Venture. The joint venture shall be
primarily engaged in the business of commercializing Tire
Resource Recovery Systems. The joint venture may also engage in
the business of commercializing Plasma Waste Converter Systems
for alternative energy generation. Through GSAT-SUB and STAR-SUB,
respectively, GSAT and STAR will be the initial parties to
the joint venture. The organizational form of the joint venture
company shall be a corporation.
3.Formation of the Corporation.
a.A corporation under the name GlobeStar Energy Corporation,
or such other name as may mutually agreed upon by the parties
hereto (the "Corporation"), shall be organized in a jurisdiction
to be determined by the parties hereto;
b.the Corporation shall be primarily engaged in the business
of commercializing Tire Resource Recovery Systems. The
Corporation may also engage in the business of commercializing
Plasma Waste Converter Systems or such other businesses as the
parties hereto may agree;
c.the articles of incorporation and the by-laws of the
Corporation shall give full effect to the terms of this Agreement
and shall be in a form satisfactory to the Shareholders. The
authorized capital of the Corporation shall consist of an
3
unlimited number of Shares or such other number as may be
determined by the Shareholders; and
d.all costs incurred in taking the formal steps required to
establish the Corporation shall be borne by the Corporation.
4.Initial Capitalization. The parties hereto agree that the
Corporation shall be capitalized such that GSAT, through GSAT-SUB, holds
sixty per cent (60%) of the outstanding Shares and
STAR, through STAR-SUB, holds forty per cent (40%) of the
outstanding Shares. It is the intention of the parties hereto
that consideration for these shares shall be nominal.
5.Appointment as Representative.
x.Xx soon as practicable upon formation of the Corporation as
aforesaid, and in any event within 90 days from the date hereof,
STAR agrees to enter into an agreement (the "Exclusive
Representative Agreement") with the Corporation, whereby the
Corporation will be appointed as STAR's exclusive global
representative in respect of Tire Resource Recovery Systems;
b.the parties hereto agree that the Exclusive Representative
Agreement will, among other things, include certain performance
criteria for the Corporation, which will be negotiated, in good
faith, by the parties; and
c.notwithstanding anything else herein contained, the parties
hereto further agree that the Exclusive Representative Agreement
will provide that, in the event that the Corporation fails to
satisfy the performance criteria stated therein, STAR may enter
into non-exclusive representative agreements with third parties
in respect of Tire Resource Recovery Systems.
6.Shareholders' Agreement.
a.The Shareholders agree to negotiate in good faith and,
within 90 days of the date hereof, to use their best efforts to
enter into a shareholders' agreement (the "Shareholders'
Agreement") which will govern the relationship of the
Shareholders to one another and the Corporation and will provide,
among other things, the following:
i.requirement for unanimous approval of the Shareholders to:
(1) incur capital expenditures in excess of $100,000 in any
fiscal year;
4
(2) sell or other dispose of assets having an aggregate
value in excess of $500,000 in any fiscal year, excluding
inventory sold in the ordinary course of business;
(3) dispose of all or substantially all of the assets of
the Corporation;
(4) amend the constating documents or by-laws of the
Corporation;
(5) admit other shareholders of the Corporation; or
(6) amalgamate, merge, consolidate, reorganize, continue,
liquidate or dissolve the Corporation;
xx.xx Shareholder will be entitled to sell, transfer, pledge or
encumber its Shares;
iii.if either of the Shareholders wishes to sell its Shares to
an arm's length purchaser, it must obtain for the benefit of the
other Shareholder an opportunity to sell its Shares to the
purchaser on at least as favourable terms and conditions; and
iv.if either of the Shareholders becomes bankrupt or insolvent,
the Corporation shall be obligated to purchase such Shareholder's
Shares for cancellation at a price equal to the net book value of
such Shareholder's Shares as at the end of the preceding fiscal
year plus (or minus) an amount representing such Shareholder's
proportionate share of the pre-tax earnings (or losses) of the
Corporation to the end of the month preceding the month during
which the bankruptcy or insolvency occurs and minus the amount of
any distributions made to that Shareholder during the then
current fiscal year; and
b.until such time as the Shareholders' Agreement is executed
by the Shareholders, the Shareholders agree to the following:
i.the Shareholders shall not cause the Corporation, nor shall
the Shareholders cause the Board of Directors to undertake any of
the following:
(1) incur capital expenditures in excess of $100,000 in any
fiscal year;
(2) sell or other dispose of assets having an aggregate
value in excess of $500,000 in any fiscal year, excluding
inventory sold in the ordinary course of business;
5
(3) dispose of all or substantially all of the assets of
the Corporation;
(4) amend the constating documents or by-laws of the
Corporation;
(5) admit other shareholders of the Corporation; or
(6) amalgamate, merge, consolidate, reorganize, continue,
liquidate or dissolve the Corporation.
xx.xx Shareholder shall sell, transfer, pledge or encumber its
Shares; and
iii.if either of the Shareholders becomes bankrupt or insolvent,
the Corporation shall be obligated to purchase such Shareholder's
Shares for cancellation at a price equal to the net book value of
such Shareholder's Shares as at the end of the preceding fiscal
year plus (or minus) an amount representing such Shareholder's
proportionate share of the pre-tax earnings (or losses) of the
Corporation to the end of the month preceding the month during
which the bankruptcy or insolvency occurs and minus the amount of
any distributions made to that Shareholder during the then
current fiscal year.
7.Board of Directors. Following the formation of the
Corporation, the Shareholders agree to vote their Shares so that
the Board of Directors will consist of five persons, three of
whom will be nominees of GSAT-SUB and two of whom will be
nominees of STAR-SUB. To constitute a quorum, three directors
must be present and two such directors shall be nominees of GSAT-SUB and one
such director shall be a nominee of STAR-SUB.
Meetings of the Board of Directors may take place in person or by
means of such telephone, electronic or other communication
facilities as permit all persons participating in the meeting to
communicate with each other simultaneously and instantaneously.
8.Officers. The Board of Directors shall have the power to
appoint and remove officers of the Corporation. The initial
officers will be as agreed to by the Shareholders.
9.Financing of the Corporation. Under no circumstances will
GSAT, its subsidiaries and affiliates or STAR, its subsidiaries
or affiliates have any obligation to lend money to the
Corporation or to guarantee its obligations.
10.Execution of Instruments. All cheques and other banking
documents, deeds, transfers, contracts, agreements and other
6
documents that are required to be executed by the Corporation
from time to time shall be executed on its behalf by such person
or persons as the Board of Directors may by resolution designate
from time to time.
00.Xxxxxxxx Plan. The parties hereto agree to use their best
efforts to develop and complete a comprehensive business plan for
the Corporation within 90 days of the date hereof.
12.Compliance with Laws. The Shareholders agree to take all
necessary steps to ensure that the Corporation does not engage or
participate, directly or indirectly, in any transaction
whatsoever with respect to Tire Resource Recovery Systems to be
sold by it, if such transaction is prohibited by applicable law.
13. Finance, Audit and Record Keeping.
a.The fiscal year of the Corporation shall be fixed by the
Board of Directors;
b.the Corporation shall keep all accounts and records required
by law and practice applicable to its domicile. The Corporation
shall also keep books of account, and prepare quarterly and
annual financial statements, including a balance sheet, income
statement and such additional statements as either party hereto
may reasonably request, in accordance with generally accepted
accounting principles. These accounts and statements shall
control in determining the performance of the Corporation, the
amount of profits available for distribution, and all other
financial questions or matters;
c.an independent certified public accounting firm as the
Shareholders designate shall set up the accounts and records of
the Corporation, and, if deemed appropriate by the Shareholders,
shall audit the accounts and certify the annual financial
statements of the Corporation, and shall resolve all questions of
proper accounting and financial reporting. If one party hereto
disagrees with a determination of the accounting firm, it may
submit the question to arbitration in accordance with this
Agreement; and
x.xx the first three months of each fiscal year, the
management of the Corporation shall prepare the previous year's
balance sheet, profit and loss statement and proposal regarding
the disposal of profits, and shall submit same to the Board of
Directors for examination and approval.
14.Termination. This Agreement shall terminate upon:
7
a.liquidation or dissolution of the Corporation;
x.xxxxxx written agreement of the Shareholders; or
x.xxx Shareholder owning all of the issued and outstanding
Shares.
00.Xxxxxxxxx. Insurance policies of the Corporation on various
kinds of risks shall be underwritten by an underwriter designated
by the Board of Directors. Types, value and duration of
insurance shall be decided by the Board of Directors.
16.Representations and Warranties of STAR. STAR represents,
warrants and covenants to GSAT, and acknowledges that GSAT is
relying on such representations, warranties and covenants, the
following:
x.XXXX is a corporation duly incorporated and validly
subsisting in all respects under the laws of the State of
Colorado. There are no proceedings in progress, pending or, to
the best of the knowledge of STAR, threatened, which could result
in the revocation, cancellation or suspension of any licenses,
registrations or qualifications of STAR;
x.XXXX is duly qualified, registered or licensed in all
jurisdictions where such qualification, registration or licensing
is required. STAR has all requisite corporate capacity, power
and authority to own, hold under license or lease its properties,
to carry on its business as now conducted and to otherwise enter
into, and carry out the transactions contemplated herein;
x.XXXX has good right, full corporate power and authority to
enter into this Agreement and to perform all of its obligations
hereunder. STAR and its board of directors has taken all
necessary or desirable actions, steps and corporate and other
proceedings to approve or authorize, validly and effectively, the
entering into of, and the execution, delivery and performance of,
this Agreement. STAR has duly executed and delivered this
Agreement;
d.this Agreement is a legal, valid and binding obligation of
STAR enforceable against it in accordance with its terms subject
to (i) bankruptcy, insolvency, moratorium, reorganization and
other laws relating to or affecting the enforcement of creditors'
rights generally and (ii) the fact that equitable remedies,
including the remedies of specific performance and injunction,
may only be granted in the discretion of a court;
8
e.the execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby do
not and will not conflict with, result in any breach or violation
of, or constitute a default under, the terms, conditions or
provisions of the constating documents or by-laws of, or any
shareholder agreement relating to, STAR or of any law,
regulation, judgment, decree or order binding on or applicable to
it or by which STAR benefits or to which any of their property is
subject or of any material agreement, lease, license, permit or
other instrument to which STAR is a party or is otherwise bound
or by which it benefits or to which any of its property is
subject and do not require the consent or approval of any other
party or any governmental body, agency or authority;
x.XXXX is not under any obligation, contractual or otherwise,
to request or obtain the consent of any person, and no permits,
licenses, certifications, authorizations or approvals of, or
notifications to, any federal, state, municipal or local
government or governmental agency, board, commission or authority
are required to be obtained by it in connection with the
execution, delivery or performance by STAR of this Agreement or
the completion of any of the transactions contemplated hereby;
g.there are no actions, suits or proceedings, judicial or
administrative (whether or not purportedly on behalf of STAR)
pending or, to the best of the knowledge of STAR, threatened, by
or against or affecting STAR which relate to the rights given to
GSAT and the Corporation hereunder, at law or in equity, or
before or by any court or any federal, state, municipal or other
governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign; and
x.XXXX has not:
(i) admitted its inability to pay its debts generally
as they become due or failed to pay its debts generally as they
become due;
(ii) filed an assignment or petition in bankruptcy or a
petition to take advantage of any insolvency statute;
(iii) made an assignment for the benefit of its
creditors;
(iv) consented to the appointment of a receiver of the
whole or any substantial part of its assets;
9
(v) filed a petition or answer seeking a reorganiz-
ation, arrangement, adjustment or composition under applicable
bankruptcy laws or any other applicable law or statute of the
United States of America or any subdivision thereof; or
(vi) been adjudged by a court having jurisdiction a
bankrupt or insolvent, nor has a decree or order of a court
having jurisdiction been entered for the appointment of a
receiver, liquidator, trustee or assignee in bankruptcy with such
decree or order having remained in force and undischarged or
unstayed for a period of 30 days.
All of the representations and warranties of STAR contained
above shall survive the execution and delivery of this Agreement
notwithstanding any investigation made at any time by or on
behalf of GSAT.
17.Representations and Warranties of GSAT. GSAT represents,
warrants and covenants to STAR, and acknowledges that STAR is
relying on such representations, warranties and covenants, the
following:
a.GSAT is a corporation duly incorporated and validly
subsisting in all respects under the laws of the State of Utah.
There are no proceedings in progress, pending or, to the best of
the knowledge of GSAT, threatened, which could result in the
revocation, cancellation or suspension of any licenses,
registrations or qualifications of GSAT;
b.GSAT is duly qualified, registered or licensed in all
jurisdictions where such qualification, registration or licensing
is required. GSAT has all requisite corporate capacity, power
and authority to own, hold under license or lease its properties,
to carry on its business as now conducted and to otherwise enter
into, and carry out the transactions contemplated by, this
Agreement;
c.GSAT has good right, full corporate power and authority to
enter into this Agreement and to perform all of its obligations
hereunder. GSAT and its board of directors has taken all
necessary or desirable actions, steps and corporate and other
proceedings to approve or authorize, validly and effectively, the
entering into of, and the execution, delivery and performance of,
this Agreement. GSAT has duly executed and delivered this
Agreement;
d.this Agreement is a legal, valid and binding obligation of
GSAT enforceable against it in accordance with its terms subject
to (i) bankruptcy, insolvency, moratorium, reorganization and
10
other laws relating to or affecting the enforcement of creditors'
rights generally and (ii) the fact that equitable remedies,
including the remedies of specific performance and injunction,
may only be granted in the discretion of a court;
e.the execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby do
not and will not conflict with, result in any breach or violation
of, or constitute a default under, the terms, conditions or
provisions of the constating documents or by-laws of, or any
shareholder agreement relating to, GSAT or of any law,
regulation, judgment, decree or order binding on or applicable to
GSAT or by which GSAT benefits or to which any of its property is
subject or of any material agreement, lease, license, permit or
other instrument to which GSAT is a party or is otherwise bound
or by which GSAT benefits or to which any of its property is
subject and do not require the consent or approval of any other
party or any governmental body, agency or authority;
f.GSAT is not under any obligation, contractual or otherwise,
to request or obtain the consent of any person, and no permits,
licenses, certifications, authorizations or approvals of, or
notifications to, any federal, state, municipal or local
government or governmental agency, board, commission or authority
are required to be obtained by GSAT in connection with the
execution, delivery or performance by GSAT of this Agreement or
the completion of any of the transactions contemplated hereby;
g.there are no actions, suits or proceedings, judicial or
administrative (whether or not purportedly on behalf of GSAT)
pending or, to the best of the knowledge of GSAT, threatened, by
or against or affecting either of GSAT which relate to the rights
given to GSAT hereunder and the Corporation hereunder, at law or
in equity, or before or by any court or any federal, state,
municipal or other governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign; and
h.GSAT has not:
(i) admitted its inability to pay its debts generally
as they become due or failed to pay its debts generally as they
become due;
(ii) filed an assignment or petition in bankruptcy or a
petition to take advantage of any insolvency statute;
(iii) made an assignment for the benefit of its
creditors;
11
(iv) consented to the appointment of a receiver of the
whole or any substantial part of its assets;
(v) filed a petition or answer seeking a reorganiz-
ation, arrangement, adjustment or composition under applicable
bankruptcy laws or any other applicable law or statute of the
United States of America or any subdivision thereof; or
(vi) been adjudged by a court having jurisdiction a
bankrupt or insolvent, nor has a decree or order of a court
having jurisdiction been entered for the appointment of a
receiver, liquidator, trustee or assignee in bankruptcy with such
decree or order having remained in force and undischarged or
unstayed for a period of 30 days.
All of the representations and warranties of GSAT contained
above shall survive the execution and delivery of this Agreement
notwithstanding any investigation made at any time by or on
behalf of GSAT.
18.Covenants of STAR. During the term of this Agreement, STAR
covenants to and in favour of GSAT the following:
x.XXXX shall maintain its corporate existence in good standing
and shall qualify and remain duly qualified to carry on business
and own property in each jurisdiction in which such qualification
is necessary in view of its business and operations;
b.if not done so already, STAR shall incorporate and organize
STAR-SUB and cause it to carry out all steps, actions and things
necessary to give effect to the provisions of this Agreement
relating to such company;
x.XXXX shall not sell, transfer, assign or otherwise dispose
of any of the issued and outstanding shares of STAR-SUB and will
not grant any rights or options to acquire, or instruments
convertible into or exchangeable for, any of such shares;
x.XXXX shall maintain beneficial and registered ownership of
all the issued and outstanding shares of STAR-SUB free and clear
of all mortgages, liens, charges, pledges, security interests,
encumbrances, claims or demands whatsoever and STAR shall not
issue any shares in its capital to any person other than STAR;
x.XXXX shall cause STAR-SUB to maintain its corporate
existence in good standing and shall cause STAR-SUB to qualify
and maintain qualified to carry on business and own property in
each jurisdiction in which such qualification is necessary in
view of its business and operations;
12
x.XXXX agrees to negotiate in good faith and enter into the
Exclusive Representative Agreement and to negotiate in good faith
and use its best efforts to cause STAR-SUB to enter into the
Shareholders' Agreement; and
g.without the prior written consent of GSAT, prior to the
execution of the Shareholders' Agreement and the Exclusive
Representative Agreement by the relevant parties, STAR agrees not
to, directly or indirectly, through its subsidiaries, affiliates
or otherwise, negotiate or enter into any representative or other
agreements in connection with, the sale or distribution of Tire
Resource Recovery Systems.
19.Covenants of GSAT. During the term of this Agreement, GSAT
covenants to and in favour of STAR the following:
a.GSAT shall maintain its corporate existence in good standing
and shall qualify and remain duly qualified to carry on business
and own property in each jurisdiction in which such qualification
is necessary in view of its business and operations;
b.if not done so already, GSAT shall incorporate and organize
GSAT-SUB and cause it to carry out all steps, actions and things
necessary to give effect to the provisions of this Agreement
relating to such company;
c.GSAT shall not sell, transfer, assign or otherwise dispose
of any of the issued and outstanding shares of GSAT-SUB and will
not grant any rights or options to acquire, or instruments
convertible into or exchangeable for, any of such shares;
d.GSAT shall maintain beneficial and registered ownership of
all the issued and outstanding shares of GSAT-SUB free and clear
of all mortgages, liens, charges, pledges, security interests,
encumbrances, claims or demands whatsoever and GSAT shall not
issue any shares in its capital to any person other than GSAT;
e.GSAT shall cause GSAT-SUB to maintain its corporate
existence in good standing and shall cause GSAT-SUB to qualify
and maintain qualified to carry on business and own property in
each jurisdiction in which such qualification is necessary in
view of its business and operations; and
f.GSAT agrees to negotiate in good faith and to use its best
efforts to cause GSAT-SUB to enter into the Shareholders'
Agreement and to negotiate in good faith and to use its best
efforts to cause the Corporation to enter into the Exclusive
Representative Agreement.
13
20.Share Certificate Endorsement. Each certificate evidencing
ownership of Shares shall have endorsed upon it a statement to
the following effect:
The shares evidenced by this certificate are subject to
restrictions on their transfer and to the provisions of an Equity
Joint Venture Agreement made the 19th day of February, 1996,
between Globesat Holding Corp. and Startech Environmental
Corporation and all transfers, assignments and dealings of any
nature or kind whatsoever with shares evidenced hereby may be
made only pursuant to and subject to such restrictions on
transfer and the provisions of the said agreement.
21.Matters Outstanding.
a.The parties hereto mutually recognize that certain material
and consequential areas of specificity are necessary and
desirable in order to give full effect to this Agreement and
certain parts thereof. The parties agree to negotiate in good
faith and use their best efforts to enter into such further and
other agreements and documents, and perform and cause to be done
and performed such further and other acts and things as may be
necessary or desirable in order to give full effect to this
Agreement and every part thereof; and
x.xx the event that the parties hereto are unable to agree to
negotiated resolutions to any material outstanding matter of
specificity, acting reasonably, within six months from the date
hereof, it is agreed that GSAT shall have the option to enter
into a sales representative agreement with STAR in connection
with Tire Resource Recovery Systems on terms and conditions
substantially similar to those contained in Plasma Waste
Converter Systems sales representative agreements used by STAR in
the ordinary course of business.
22.Announcements. Except as otherwise contemplated herein, no
announcement with respect to this Agreement will be made by any
party hereto without the prior approval of the other parties
hereto. The foregoing will not apply to any announcement by any
party hereto required in order to comply with laws pertaining to
timely disclosure, if applicable, provided that such party hereto
consults with the other parties hereto before making any such
announcement.
23.Waiver. No waiver by any party hereto of a breach of any of
the covenants, conditions and provisions herein contained shall
be effective or binding upon such party hereto unless the same
shall be expressed in writing and any waiver so expressed shall
14
not limit or affect such party hereto's rights with respect to
any other future breach.
24.Notice. Any notice or other communications (a "Notice")
required or permitted to be given hereunder shall be in writing
and shall be delivered in person, transmitted by facsimile or
sent by registered mail, charges prepaid, addressed as follows:
a.if to GSAT:
Globesat Holding Corp.
BCE Place
000 Xxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Mr. Avi X. Xxxxxxxxxx
Facsimile No: (000) 000-0000
b.if to STAR:
Startech Environmental Corporation
00 Xxx Xxxxxxxxxx Xxxx
Xxxxxx, Xxxxxxxxxxx
00000
Attention: Xx. Xxxxxx X. Xxxxx
Facsimile No: (000) 000-0000
or at any such other address or addresses as may be given by
any of them to the other in writing from time to time. Such
Notice, if mailed, shall be deemed to have been given on the
second business day (except Saturdays or Sundays) following such
mailing, or if delivered personally or transmitted by facsimile,
shall be deemed to have been given on the day of delivery or
transmission, as the case may be, if a business day, or if not a
business day, on the business day next following the day of
delivery or transmission, as the case may be; provided that if
such Notice shall have been mailed and if regular mail service
shall be interrupted by strike or other irregularity before the
deemed receipt of such Notice as aforesaid, then such Notice
shall not be effective unless delivered or transmitted by
facsimile.
25.Status of the Parties. Nothing herein contained shall be
deemed or construed to create a partnership relationship of any
kind or association between the parties hereto for any purposes
other than as contemplated herein.
15
26.Assignment. None of the parties hereto shall assign any of
its rights or obligations hereunder without the prior written
consent of the other parties hereto.
27.Severability. In the event that any of the covenants herein
contained shall be held unenforceable or declared invalid for any
reason whatsoever, such unenforceability or validity of the
remaining provisions of this Agreement and such unenforceable or
invalid portion shall be servable from the remainder of this
Agreement.
28.Interpretation not Affected by Headings. The division of
this Agreement into articles and sections is for convenience of
reference only and shall not affect the interpretation or
construction of this Agreement.
29.Currency. Unless otherwise indicated herein, all dollar
amounts referred to in this Agreement are in lawful money of the
United States of America.
30.Time of the Essence. Time shall be of the essence of this
Agreement.
31.Amendment of Agreement. No modification or amendment to
this Agreement may be made unless agreed to by the parties hereto
in writing.
32.Entire Agreement. This Agreement constitutes the entire
Agreement between the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements,
understandings, negotiations, commitments, conditions,
representations, warranties and undertakings.
33.Counterparts. This Agreement may be executed in several
counterparts, each of which so executed shall be deemed to be an
original, and such counterparts together shall constitute but one
and the same instrument.
34.Successor and Assigns. This Agreement shall be binding upon
and enure to the benefit of the parties hereto and their
respective successors and permitted assigns.
35.Governing Law. This Agreement shall be construed,
interpreted and enforced in accordance with, and the respective
rights and obligations of the parties hereto shall be governed
by, the laws of the Province of Ontario.
16
IN WITNESS WHEREOF this Agreement has been executed by the
parties hereto as of the date first above written.
GLOBESAT HOLDING CORP.
Per: /S/ Xxx X. Xxxxxxxxxx, Chairman and CEO
Per: /S/ Xxxxx Xxxxxxxxxx, President and CFO
STARTECH ENVIRONMENTAL CORPORATION
Per: /s/ Xxxxxx X. Xxxxx, President and CEO
Per: /s/ Xxxxxxx X. Xxxxx, Vice President
