SHARE EXCHANGE AGREEMENT
Exhibit
10.1
THIS
SHARE EXCHANGE AGREEMENT
(this
“Agreement”),
is
entered into as of the 1st day of December, 2006, by and among: (i) Phoenix
International Ventures, Inc. a Nevada corporation (“International
Ventures”),
(ii)
Phoenix Aerospace, Inc., a Nevada corporation (“Aerospace”),
and
(iii) Xxxxx Xxxx, the owner of all the issued and outstanding shares of
Aerospace and a stockholder of International Ventures (“Xxxx”).
International Ventures, Aerospace, and Xxxx are referred to collectively as
the
“Parties”.
WHEREAS,
International Ventures, Aerospace, and Xxxx have determined that the acquisition
by International Ventures of Aerospace is advisable and in the best interests
of
their respective companies and stockholders, and presents an opportunity for
their respective companies to achieve long-term strategic and financial
benefits;
WHEREAS,
International Ventures has proposed to acquire Aerospace pursuant to an exchange
transaction whereby, pursuant to the terms and subject to the conditions of
this
Agreement and in accordance with applicable law, Aerospace shall become a wholly
owned subsidiary of International Ventures (the “Exchange”)
in
consideration for the issuance of 3,000,000 shares of common stock of
International Ventures (the “International
Ventures Common Stock”)
to
Xxxx;
WHEREAS,
International Ventures Common Stock to be issued to Xxxx (the “Issuable
Shares”)
shall
be issued or reserved for issuance, as the case may be, in exchange for 100%
of
the shares of capital stock of Aerospace on a fully diluted basis (the
“Aerospace
Shares”);
WHEREAS,
the
obligation of each of the parties to this Agreement to effect the Exchange
is
subject to the conditions hereinafter set forth.
WHEREAS,
the
parties intend that the Exchange qualify as a tax free “reorganization” within
the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as
amended (the “Code”),
and
the parties intend this Agreement to qualify as a “plan of reorganization”
within the meaning of Treasury Regulation Sections 1.368-2(g) and
1.368-3(a).
WHEREAS,
the
Parties are executing and delivering this Agreement in reliance upon the
exemption from securities registration afforded by the provisions of Section
4(2) of the Securities Act of 1933, as amended (the “Securities
Act”).
NOW,
THEREFORE,
on the
stated premises and for and in consideration of the mutual covenants and
agreements hereinafter set forth and the mutual benefits to the Parties to
be
derived herefrom, it is hereby agreed as follows:
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ARTICLE
I
REPRESENTATIONS
AND WARRANTIES OF INTERNATIONAL VENTURES
As
an
inducement to, and to obtain the reliance of Aerospace, International Ventures
represents and warrants, as of the date of this Agreement and as of the Closing
Date, as follows:
1.1 Organization.
International Ventures is a company duly organized and validly existing under
the laws of Nevada and has the corporate power and is duly authorized,
qualified, franchised, and licensed under all applicable laws, regulations,
ordinances, and orders of public authorities to own all of its properties and
assets and to carry on its business.
1.2 Due
Authorization.
International Ventures has taken, or will have taken prior to Closing (as
defined below), all actions required by law, its certificate of incorporation,
its by-laws, or otherwise to authorize the execution and delivery of this
Agreement. No authorization, approval, consent, or order of, or registration,
declaration, or filing with, any court or other governmental body is required
in
connection with the execution and delivery by International Ventures of this
Agreement and consummation by International Ventures of the transactions
contemplated by this Agreement.
1.3 Absence
of Violation.
The
execution and delivery of this Agreement, and all exhibits hereto does not
and
the consummation of the transactions contemplated hereby and thereby will not
(i) conflict with, violate, result in a breach of or constitute a default under
any provision of the Articles of Incorporation (as amended) or by-laws or other
organizational documents of International Ventures; (ii) violate, conflict
with
or result in the breach or termination of or modification, or otherwise give
any
other contracting party the right to terminate or modify, or constitute a
default, with or without notice, the lapse of time or both, or cause the
acceleration of any obligation, under the terms of any contract to which
International Ventures is a party, (iii) result in the creation of any lien,
charge or encumbrance upon the properties or other assets of International
Ventures, or (iv) conflict with, violate, result in a breach of or constitute
a
default under any judgment, order, injunction, decree or award against, or
binding upon, International Ventures or upon any of its properties or
assets.
1.4 Consents.
International Ventures is not subject to any law, ordinance, regulation, rule,
order, judgment, injunction, decree, charter, by-law, contract, commitment,
lease, agreement, instrument or other restriction of any kind which would
prevent International Ventures from performing the terms of this Agreement
or
any of the transactions contemplated hereby without the consent of any third
party, or which would require the consent of any third party for the
consummation of this Agreement or any of the transactions contemplated hereby,
or which would result in any penalty, forfeiture or other termination as a
result of such consummation.
1.5 Binding
Obligation.
When
executed by International Ventures, this Agreement and all exhibits hereto
and
the representations and warranties contained herein and therein will constitute
a valid and binding obligation of International Ventures enforceable in
accordance with their respective terms.
1.6 Capitalization
and Outstanding Shares.
At the
time of Closing, there will be 51,000,000 shares of capital stock of
International Ventures (the “International
Ventures Capital Stock”)
authorized, consisting of 50,000,000 shares of Common Stock and 1,000,000 shares
of “blank check” preferred stock. At the time of Closing, there will be
approximately 3,996,000 shares of Common Stock issued and outstanding and no
shares of Preferred Stock issued and outstanding. Except as set forth in
Schedule 1.6 and as provided in this Agreement, no person is entitled to any
rights with respect to the issuance or transfer of International Ventures Common
Stock. The outstanding International Ventures Capital Stock will on the Closing
Date be validly issued, fully paid, non-assessable, not subject to pre-emptive
rights and will have been issued in compliance with all state and federal
securities laws or other applicable law.
1.7 Issuable
Shares.
The
Issuable Shares issuable to Xxxx as the sole holder of the Aerospace Shares
will
when issued pursuant to this Agreement, be duly and validly authorized and
issued, fully paid and non-assessable.
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1.8 Compliance
With Laws and Regulations.
International Ventures has complied with all applicable statutes and regulations
of any federal, state, or other governmental entity or agency thereof, except
to
the extent that noncompliance would not materially and adversely affect the
business, operations, properties, assets, or condition of International Ventures
or except to the extent that noncompliance would not result in the occurrence
of
any material liability for International Ventures.
1.9 Litigation.
There
are no claims, actions, suits, proceedings or investigations pending or, to
the
knowledge of International Ventures’ management, threatened against
International Ventures or any of its assets or business or this Agreement or
any
exhibit hereto, at law or in equity, by or before any court, arbitrator or
governmental authority, domestic or foreign.
1.10 No
Bankruptcy.
There
has not been filed any petition or application, nor any proceeding commenced
by
or against International Ventures with respect to any assets of International
Ventures under any law, domestic or foreign, relating to bankruptcy,
reorganization, fraudulent transfer, compromise, arrangements, insolvency,
readjustment of debt or creditors' rights, and no assignment has been made
by
International Ventures for the benefit of creditors generally.
1.11 No
Shareholders’ Agreement.
Except
for this Agreement, proxies executed and delivered by certain shareholders
of
International Ventures, a Consulting Agreement dated October 2, 2006, as
amended, among International Ventures, Xxxxx Xxxx, and Anney Business Corp.,
and
any agreements incorporated as exhibits hereto, there is no agreement which
governs or purports to govern the shareholdings of International Ventures or
which restricts or purports to restrict the exercise by any shareholder of
International Ventures of his rights as a shareholder of International Ventures,
including, without limitation, any such agreement, arrangement, commitment
or
understanding restricting or otherwise relating to the voting, dividend rates
or
disposition of the shares (or units or other equity interest, as the case may
be) of International Ventures.
1.12 Acquisition
of Equity Securities.
Except
as set forth in Schedule 1.6, there is no share option plan or other arrangement
to acquire any equity securities of International Ventures or securities
convertible or exercisable into or exchangeable for, or which otherwise confer
on the holder thereof any right to acquire, any such additional equity
securities, as the case may be, except as disclosed in this
Agreement.
1.13 Issuance
of Shares Exempt from Registration.
Based
on and in reliance on the representations, warranties, and covenants of Xxxx,
the issuance of the Issuable Shares to Xxxx is exempt from registration under
United States federal and state securities laws and regulations.
1.14 No
Materially Adverse Undisclosed Facts.
There
is no fact known to the management of International Ventures which has not
previously been disclosed in writing to Aerospace which may in the reasonable
expectation of International Ventures’ management materially adversely affect
International Ventures or its respective assets, properties, business,
prospects, operation or condition (financial or otherwise) and no state of
facts
is known to the management of International Ventures that would operate to
prevent International Ventures from continuing to carry on its business in
the
manner in which carried on at the date hereof.
1.15 Absence
of Certain Changes or Events.
Except
as contemplated by this Agreement or any transactions or developments
contemplated hereby, from the date of this Agreement until the completion of
the
Closing International Ventures will, other than as disclosed in writing to
Aerospace, not: (i) incur any liability or obligation whatsoever, secured or
unsecured, direct or indirect, other than in the ordinary and usual course
of
its business; (ii) enter into any contracts or agreements whatsoever, other
than
in the ordinary and usual conduct and course of its business; (iii) change
any
of its accounting methods, principles, practices or policies; (iv) cease to
operate its properties, if any, or fail to maintain any of its properties,
rights and assets consistently with past practices; (v) sell or otherwise in
any
way alienate or dispose of any of its assets other than in the ordinary course
of business and in a manner consistent with past practices; (vi) modify its
Articles of Incorporation, by-laws or capital structure; (vii) make any dividend
to any of its shareholders or to any affiliate or associate thereof, or reserve
or declare any dividend; (viii) other than the ordinary course of business,
grant to any customer any special allowance or discount, or change its pricing,
credit or payment policies; (ix) make any loan or advance, or assume, guarantee
or otherwise become liable with respect to the liabilities or obligations of
any
person, or (x) purchase or otherwise acquire any shares or other equity
security, as the case may be, in any person.
1.16 Reliance.
All
representations and warranties of International Ventures contained herein,
shall
be deemed to have been relied upon by Aerospace and Xxxx notwithstanding any
investigation heretofore or hereafter made by Aerospace or by its counsel and
shall survive the date hereof and continue in full force and effect for the
benefit of Aerospace until the limitation period under any applicable tax
statute has expired or, in all other cases, until the first anniversary of
the
date hereof.
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ARTICLE
II
REPRESENTATIONS
AND WARRANTIES OF AEROSPACE
As
an
inducement to, and to obtain the reliance of International Ventures, Aerospace,
represents and warrants, as of the date of this Agreement and as of the Closing
Date, as follows:
2.1 Organization.
Aerospace is a company duly organized, validly existing and in good standing
under the laws of the State of Nevada and has the corporate power and is duly
authorized, qualified, franchised, and licensed under all applicable laws,
regulations, ordinances, and orders of public authorities to own all of its
properties and assets and to carry on its business.
2.2 Due
Authorization.
Aerospace has taken, or will have taken prior to Closing all actions required
by
law, as the case may be, or otherwise to authorize the execution and delivery
of
this Agreement. No authorization, approval, consent, or order of, or
registration, declaration, or filing with, any court or other governmental
body
is required in connection with the execution and delivery by Aerospace of this
Agreement and consummation by Aerospace of the transactions contemplated by
this
Agreement.
2.3 Absence
of Violation.
The
execution and delivery of this Agreement, and all exhibits hereto does not
and
the consummation of the transactions contemplated hereby and thereby will not
(i) conflict with, violate, result in a breach of or constitute a default under
any provision of the Articles of Incorporation (as amended), by-laws, or other
organizational documents of Aerospace, as applicable; (ii) violate, conflict
with or result in the breach or termination of or modification, or otherwise
give any other contracting party the right to terminate or modify, or constitute
a default, with or without notice, the lapse of time or both, or cause the
acceleration of any obligation, under the terms of any contract to which
Aerospace is a party, (iii) result in the creation of any lien, charge or
encumbrance upon the properties or other assets of Aerospace, or (iv) conflict
with, violate, result in a breach of or constitute a default under any judgment,
order, injunction, decree or award against, or binding upon Aerospace, or upon
any of the properties or assets of Aerospace.
2.4 Consents.
No
consent, waiver, approval, order or authorization of, or registration,
declaration or filing with, any court, administrative agency or commission
or
other federal, state, county, local or other foreign governmental authority,
instrumentality, agency or commission or any third party, including a party
to
any agreement with Aerospace, is required by or with respect to Aerospace in
connection with the execution and delivery of this Agreement or the consummation
of the transactions contemplated hereby.
2.5 Litigation.
There
are no claims, actions, suits, proceedings or investigations pending or
threatened or reasonably anticipated against or affecting Aerospace or any
assets or business of either Aerospace or this Agreement or any exhibit hereto,
at law or in equity, by or before any court, arbitrator or governmental
authority, domestic or foreign.
2.6 No
Bankruptcy.
There
has not been filed any petition or application, nor any proceeding commenced
by
or against Aerospace with respect to any assets of Aerospace under any law,
domestic or foreign, relating to bankruptcy, reorganization, fraudulent
transfer, compromise, arrangements, insolvency, readjustment of debt or
creditors' rights, and no assignment has been made by Aerospace for the benefit
of creditors generally.
2.7 No
Option Plan.
There
is no share option plan or similar plan to acquire any additional shares or
units or other equity interests, as the case may be, of Aerospace or securities
convertible or exercisable into or exchangeable for, or which otherwise confer
on the holder thereof any right to acquire, any such additional shares or units
or equity interests, as the case may be.
2.8 Tax
Returns.
All
required tax returns and information returns and reports of or relating to
any
tax and the information and data contained therein have been properly and
accurately compiled and completed in all material respects, and filed and paid
in a timely manner with the appropriate taxation authority for
Aerospace.
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2.9 Guarantees.
Aerospace has no outstanding contracts or commitments guaranteeing (or
indemnifying or making contribution to others for breaches in connection with)
the payment or collection or the performance of the obligations of others,
and
neither of them has entered into any deficiency agreements, or issued any
comfort letters, or otherwise granted any material financial assistance to
any
person, firm, corporation or other entity.
2.10 No
Materially Adverse Undisclosed Facts.
There
is no fact known to the management of Aerospace, which has not previously been
disclosed in writing to International Ventures, which may in the reasonable
expectation of Aerospace’s management materially adversely affect Aerospace or
its respective assets, properties, business, prospects, operation or condition
(financial or otherwise) and no state of facts is known to the management of
Aerospace that would operate to prevent Aerospace from continuing to carry
on
its business in the manner in which carried on at the date hereof.
2.11 Absence
of Certain Changes or Events.
Except
as contemplated by this Agreement or any transactions or developments
contemplated hereby, from the date of this Agreement until the completion of
the
Closing Aerospace will, other than as disclosed in writing to International
Ventures, not: (i) incur any liability or obligation whatsoever, secured or
unsecured, direct or indirect, other than in the ordinary and usual course
of
its business; (ii) enter into any contracts or agreements whatsoever, other
than
in the ordinary and usual conduct and course of its business; (iii) change
any
of its accounting methods, principles, practices or policies; (iv) cease to
operate its properties, if any, or fail to maintain any of its properties,
rights and assets consistently with past practices; (v) sell or otherwise in
any
way alienate or dispose of any of its assets other than in the ordinary course
of business and in a manner consistent with past practices; (vi) modify its
Articles of Incorporation, by-laws or capital structure, (vii) make any dividend
to any of its shareholders or to any affiliate or associate thereof, or reserve
or declare any dividend; (viii) other than the ordinary course of business,
grant to any customer any special allowance or discount, or change its pricing,
credit or payment policies; (ix) make any loan or advance, or assume, guarantee
or otherwise become liable with respect to the liabilities or obligations of
any
person, or (x) purchase or otherwise acquire any shares or other equity
security, as the case may be, in any person.
2.12 Reliance.
All
representations and warranties of Aerospace contained herein, shall be deemed
to
have been relied upon by International Ventures notwithstanding any
investigation heretofore or hereafter made by International Ventures or by
its
counsel and shall survive the date hereof and continue in full force and effect
for the benefit of International Ventures until the limitation period under
any
applicable tax statute has expired or, in all other cases, until the first
anniversary of the date hereof.
2.13 Contracts.
As of
the date hereof and as of the date of the Closing, Aerospace has and will have
duly performed all of its obligations under all of its contracts with respect
to
which it is a party and, to its management’s knowledge, there are no defaults
thereunder and there will be no defaults thereunder. The contracts are and
will
be, as applicable, in full force and effect.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF XXXX
As
an
inducement to, and to obtain the reliance of International Ventures, Xxxx
represents and warrants, as of the date of this Agreement and as of the Closing
Date, as follows:
3.1 Ownership
of Shares.
Xxxx
owns, as of the date of this Agreement and at all times hereafter to the Closing
will own the amount of shares of Aerospace capital stock set forth next to
his
name on Schedule A hereto, which represents all the issued and outstanding
shares of Aerospace capital stock. Such shares are not subject to any liens
or
encumbrances.
3.2 Binding
Obligation.
When
executed by Xxxx, this Agreement, and all exhibits hereto and the
representations and warranties contained herein and therein will constitute
a
valid and binding obligation of Xxxx, enforceable in accordance with its
terms.
3.3 Reliance.
All
representations and warranties of Xxxx contained in this Article III shall
be
deemed to have been relied upon by International Ventures notwithstanding any
investigation heretofore or hereafter made by International Ventures or by
its
counsel and shall survive the date hereof and continue in full force and effect
for the benefit of International Ventures until the first anniversary of the
date hereof.
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ARTICLE
IV
THE
CLOSING
4.1 The
Exchange.
Xxxx
agrees to assign, transfer, and deliver to International Ventures, free and
clear of all liens, pledges, encumbrances, charges, restrictions or known claims
of any kind, nature, or description, all of the outstanding shares of Aerospace
common stock constituting 100% of the issued and outstanding shares of Aerospace
on a fully diluted basis, and International Ventures agrees to acquire such
shares by issuing and delivering to Xxxx in exchange therefor an aggregate
of
3,000,000 shares of Common Stock.
4.2 Closing.
The
parties hereto shall use their best efforts to cause the closing (“Closing”)
of the
transactions contemplated by this Agreement to be affected on the Effective
Date, herein defined; to this end, the parties hereto shall use their best
efforts to fulfill their respective covenants by the Effective Date
(“Closing
Date”).
For
the purposes of this Agreement, the “Effective
Date”
shall
mean the earlier of (i) 90 days after the filing of the registration statement
relative to International Ventures common stock or (ii) the date such
registration statement is declared effective by the Securities and Exchange
Commission.
ARTICLE
V
ADDITIONAL
AGREEMENTS
5.1 Restrictions
on Resale
(i) The
Issuable Shares.
The
Issuable Shares will not be registered under the Securities Act, or the
securities laws of any state, and cannot be transferred, hypothecated, sold
or
otherwise disposed of until; (i) a registration statement with respect to such
securities is declared effective under the Securities Act, or (ii) International
Ventures receives an opinion of counsel for the stockholder, reasonably
satisfactory to counsel for International Ventures that an exemption from the
registration requirements of the Securities Act is available.
“THE
SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH
RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR INTERNATIONAL VENTURES
RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL
FOR International Ventures THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF SUCH ACT IS AVAILABLE.”
5.2 Officers
of International Ventures.
From
and after the Closing Date, International Ventures shall use its best efforts
to
appoint Xxxxx Xxxx as its President and Chief Executive Officer, Xxxx X. Xxxxxxx
as its Chief Financial Officer and Chief Accounting Officer, and Xxxx Xxxxxxxxx
as its Vice President and Secretary. Each of the foregoing officers will serve
at the pleasure of the Board.
5.3 Directors.
From
and after the Closing Date, International Ventures shall use its best efforts
to
appoint Xxxxx Xxxx and Xxxx Xxxxxxxxx as the initial members of the Board of
Directors of International Ventures. Each of the foregoing directors shall
serve
for a term of one year and until their respective successors have been duly
elected and qualified. In this regard, the parties agree that Anney Business
Corp. shall have the right to nominate one individual to serve as a member
of
the Board and Xx. Xxxx shall have the right to nominate one individual to serve
as a member of the Board.
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ARTICLE
VIII
MISCELLANEOUS
6.1 Governing
Law.
This
Agreement shall be governed by, enforced, and construed under and in accordance
with the laws the State of Nevada without regard to its conflicts of laws
principles.
6.2 Resolution
of Disputes.
(a) Any
dispute, controversy or claim arising out of or relating to this Agreement,
or
the interpretation, breach, termination or validity hereof, shall first be
resolved through friendly consultation, if possible. Such consultation shall
begin immediately after one party has delivered to the other party a written
request for such consultation (the “Consultation
Date”).
If
the dispute cannot be resolved within 30 days following the Consultation Date,
the dispute shall be submitted to arbitration upon the request of either party,
with written notice to the other party.
(b) Arbitration.
The
arbitration shall be conducted by a tribunal (the “Tribunal”)
in
Xxxxxx City or Las Vegas, Nevada under the auspices of the American Arbitration
Association (“AAA”)
in
accordance with the commercial arbitration rules and supplementary procedures
for international commercial arbitration of the AAA. There shall be three
arbitrators—one arbitrator shall be chosen by each party to the dispute and
those two arbitrators shall choose the third arbitrator. All arbitration
proceedings shall be conducted in English. Each party shall cooperate with
the
other in making full disclosure of and providing complete access to all
information and documents requested by the other party in connection with the
arbitration proceedings. Arbitration shall be the sole, binding, exclusive
and
final remedy for resolving any dispute between the parties; either party may
apply to any court of competent jurisdiction in the State of New York for
enforcement of any award granted by the Tribunal.
(c) During
the period when a dispute is being resolved, except for the matter being
disputed, the parties shall in all other respects continue to abide by the
terms
of this Agreement.
6.3 Notices.
Any
notice or other communications required or permitted hereunder shall be
sufficiently given if personally delivered to it or sent by registered mail
or
certified mail, postage prepaid, or by prepaid telegram:
6.4 Schedules;
Knowledge.
Each
party is presumed to have full knowledge of all information set forth in the
other party's schedules delivered pursuant to this Agreement.
6.5 Entire
Agreement.
This
Agreement represents the entire agreement between the parties relating to the
subject matter thereof.
6.6 Survival
of Representations and Warranties.
The
representations, warranties, and covenants of the respective parties shall
survive the Closing Date and the consummation of the transactions herein
contemplated for a period of two years. All rights and obligations under this
entire Agreement shall be binding upon and inure to the benefit of the heirs,
executors, administrators and assigns of the parties.
6.7 Assignment.
Neither
this Agreement nor any of the rights, interests or obligations under this
Agreement shall be assigned by any of the Parties (whether by operation of
law
or otherwise) without the prior written consent of the other Parties.
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6.8 Counterparts.
This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which taken together shall be but a single
instrument. For purposes of this Agreement, facsimile signatures may be deemed
originals.
6.9 Amendment
or Waiver.
Every
right and remedy provided herein shall be cumulative with every other right
and
remedy, whether conferred herein, at law, or in equity, and may be enforced
concurrently herewith, and no waiver by any party of the performance of any
obligation by the other shall be construed as a waiver of the same of any other
default then, theretofore, or thereafter occurring or existing. At any time
prior to the Closing Date, this Agreement may be amended by a writing signed
by
all parties hereto, with respect to any of the terms contained herein, and
any
term or condition of this Agreement may be waived or the time for performance
may be extended by a writing signed by the party or parties for whose benefit
the provision is intended.
6.10 Headings;
References.
The
article, section and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. All references herein to “Articles” or
“Sections” shall be deemed to be references to Articles or Sections of this
Agreement unless otherwise indicated.
6.11 No
Third Party Beneficiaries.
Except
as expressly provided by this Agreement, nothing herein is intended to confer
upon any person or entity not a Party to this Agreement any rights or remedies
under or by reason of this Agreement.
6.12 Severability;
Enforcement.
Any
term or provision of this Agreement that is invalid or unenforceable in any
jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this Agreement or affecting the validity
or enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction. If any provision of this Agreement is so broad as to be
unenforceable, the provisions shall be interpreted to be only so broad as is
enforceable.
6.13 Rules
of Construction.
The
Parties agree that they have been represented by counsel during the negotiation
and execution of this Agreement and, therefore, waive the application of any
law, regulation, holding or rule of construction providing that ambiguities
in
an agreement or other document will be construed against the party drafting
such
agreement or document.
[The
rest of this page has been intentionally left blank]
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IN
WITNESS WHEREOF,
this
Agreement has been duly executed and delivered by each party hereto as of the
date first above written.
By:
/s/
Neev Nissenson________________
Name:
Xxxx Xxxxxxxxx
Title:
Vice President
PHOENIX
AEROSPACE, INC.
By:
/s/
Zahir Teja_____________________
Name:
Xxxxx Xxxx
Title:
President & CEO
/s/
Zahir Teja________________________
Xxxxx
Xxxx, Individually
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Schedule
A
Xxxxx
Xxxx 20,000
shares
-10-
Schedule
1.6
Options
Except
as
described in International Ventures’ Registration Statement dated December __,
2006 on Form SB-2, International Ventures has no share option plans,
etc.
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