EXHIBIT 2.1
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STOCK EXCHANGE AGREEMENT BETWEEN
XXXXX XXXXXXXXXX AND
SMART TRUCK SYSTEMS, INC.
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ASSET EXCHANGE AGREEMENT
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THIS ASSET PURCHASE AGREEMENT (this Agreement), entered into this 22nd day
of August 2004, by and between Smart Truck Systems, Inc. a Nevada Corporation
herein after (SMART TRUCK) and Xxxxx Xxxxxxxxxx an individual herein after
(KOSTI), pursuant to the following facts:
RECITALS
WHEREAS, SMART TRUCK desires to exchange part of its common stock and Kosti
desires to exchange and convey to SMART TRUCK some of the assets of Kosti
relating to its business involving the manufacture of waste removal trucks and
accessory equipment, upon the terms and subject to the conditions set forth
herein; and
WHEREAS, SMART TRUCK is willing to assume only certain specified
liabilities of Kosti as set out in Schedule 2;
NOW, THEREFORE, in consideration of the agreements of the parties hereto,
and intending to be legally bound hereby, the parties hereto agree as follows:
1. EXCHANGE OF ASSETS.
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1.1 Exchange of Assets. At the Closing (as defined in Section 3), SMART
TRUCK agrees to exchange convey, transfer, assign, and deliver to Kosti the
common stock set out in 2.1 (a) of this agreement, and Kosti agrees to exchange,
all of his assets, properties, and business of every kind and description and
wherever situated the assets derived from and in connection with the manufacture
and fabrication of waste vehicles (the Assets), listed on Schedules 1 though 1.G
attached hereto, Without limiting the generality of the foregoing, the Assets to
be acquired by SMART TRUCK hereunder shall include the following except those
items stated in Schedule 1.A
(a) All of Kosti's goodwill and business as a going concern, including
the name Smart Truck Systems or any variation thereof in Schedule 1.B.
(b) All of Kosti's inventories of finished goods, work in process, raw
materials, and other miscellaneous supplies and materials stated in
Schedule 1.C.
(c) All machinery, equipment, tools, molds, motor vehicles,
transportation, packing and delivery equipment and supplies, furniture and
fixtures of every kind and description owned by Kosti or ordered by him (a
listing of which is attached hereto in Schedule 1.D.
(d) All of Kosti's right, title, and interest of every kind and
description in and to the following assets:
(i) All of Kosti's rights and privileges under "Assigned
Contracts/Pending Quotations" unfilled purchase and sales orders as
defined in Schedule 1.E.
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(ii) All of Kosti's rights to or under all trademarks, service
marks, certification marks, United States and foreign trademark
registrations and applications, trade names, copyrights, United States
and foreign patents and patent applications, if any, including
international priority rights associated therewith, and all patent and
other license, trade secrets, inventions, and royalties as defined in
Schedule 1.F.
(iii) All of Kosti's customer lists, credit files, schedules of
fixed assets, books of account, contracts, sales representation
agreements, and sales agency agreements (if any), files, papers,
books, records, designs, drawings, specifications and engineering
data, and all other public or confidential business records, all to
the extent reasonably required for the orderly continuation of the
business operations of Kosti (collectively, the "Business Records")
see Schedule 1.G.
1.2 Assumption of Certain Liabilities. SMART TRUCK shall not assume any
liabilities as of the date of this Agreement see Schedule 2 hereto (the "Assumed
Liabilities") and STS shall not assume, incur, guarantee, or be otherwise
obligated with respect liability whatsoever of Kosti other than as so stated.
With respect to any Assumed Liability, such assumption by STS is for the benefit
only of STS and shall not expand, increase, broaden, or enlarge the rights or
remedies of any other party, nor create in any other party any right against STS
that such party would not have against Kosti if this Agreement had not been
consummated.
1.3 Other Liabilities Not Assumed. STS shall not assume any liabilities of
Kosti that are not listed on the Schedule 2 and, with respect to each Assumed
Liability listed on the Schedule 2, STS does not assume and shall not have or be
under any liability or obligation over and above any amount, or after the
occurrence of any limitation or expiration date, of such liability or obligation
stated on such schedule.
1.4 Assignment of Certain Contracts. At the Closing, STS shall succeed to
the rights and privileges of Kosti, and shall assume the express obligations of
Kosti's performable after the Closing pursuant to those leases, insurance
policies, contracts, and other agreements, and only those leases, insurance
policies, contracts, and other agreements of Kosti that are listed as "Assigned
Contracts" Schedule 1.E hereto ("Assigned Contracts") as and in the form of the
copies thereof (or, if oral, as and in the form of the written statements of the
terms thereof) furnished or made available to STS. Without limiting the
generality of the foregoing, STS shall not assume and shall have no liability
with respect to any obligations of Kosti under any Assigned Contract (a)
required therein to be performed by Kosti at or prior to the Closing or (b)
arising out of any breach thereof not included in the copies (or written
statements of the terms) of such Assigned Contracts delivered or made available
to STS pursuant hereto.
1.5 Instruments of Conveyance, Assumption, or Assignment. The sale,
conveyance, transfer, assignment, and delivery of the Assets, the Assigned
Contracts and the assumption of the Assumed Liabilities, as herein provided,
shall be effected by bills of sale, endorsements, assignments, deeds, drafts,
checks, stock powers, or other instruments in such reasonable and customary form
as shall be requested by Kosti, and STS shall at any time and from time to time
after the Closing, upon reasonable request, execute, acknowledge, and deliver
such additional bills of sale, endorsements, assignments, deeds, drafts, checks,
stock powers, or other instruments and take such other actions as may be
reasonably required to effectuate the transactions contemplated by this
Agreement.
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2. STOCK EXCHANGE
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2.1 Stock Exchange. In consideration for the sale, conveyance, transfer,
and delivery of the Assets and Assigned Contracts and upon the terms and subject
to the conditions set forth in this Agreement, STS shall only assume the
Liabilities set out in Schedule 2 and STS shall convey, transfer to Kosti the
following, which shall be:
(a) Four Million (4,000,000) shares of common stock of Smart Truck
Systems, Inc. Said stock shall be restricted pursuant to Rule 144 of
the Securities Act of 1933.
3. CLOSING.
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3.1 Closing. The closing of the sale and purchase (the "Closing") shall
take place at the offices of STS at 00000 Xxxxxxxxxx Xxxx. Xxxxxx Xxxxxx, Xx
00000 at 10:00 a.m. on August 12, 2004, or at such other time and place as may
be mutually agreed upon (the "Closing Date"). At the Closing, Kosti shall
deliver to STS such bills of sale, endorsements, assignments, deeds, drafts,
checks, stock powers, or other instruments as shall be effective to vest in STS
good and marketable title to the Assets subject to no liens, encumbrances, or
rights in any other party whatsoever, except as are described in the applicable
Schedules. Kosti shall prior to closing deliver completed Schedules 1 through 3
as outlined above.
4. TAXES AND PREPAID ITEMS.
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Except as otherwise provided herein, Kosti will pay all sales, use,
franchise, and other taxes and charges which may become payable in connection
with the exchange of the Assets pursuant to the terms of this Agreement, and any
and all other taxes and charges accruing out of the operation of Kosti's
businesses prior to the Closing Date.
5. REPRESENTATIONS AND WARRANTIES OF KOSTI.
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Kosti represents and warrants, covenants and agrees that:
5.1 Authority to Convey. Kosti is an individual with full power and
authority to carry on the business of exchanging such assets and to execute and
deliver and carry out the transactions contemplated by this Agreement.
5.2 Due Authorization; Effect of Transaction. No provisions of any
agreement, instrument, or understanding, or any judgment, decree, rule, or
regulation, to which Kosti is a party or by which Kosti is bound, has been or
will be violated by the execution and delivery by Kosti of this Agreement or the
performance or satisfaction of any agreement or condition herein contained upon
its part to be performed or satisfied and satisfaction has been duly obtained.
Upon execution and delivery, this Agreement will be a legal, valid, and binding
obligation of Kosti, enforceable in accordance with its terms
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5.3 Personal Properties. Kosti owns and has good and marketable title to
all the tangible and intangible personal property and assets, free and clear of
all mortgages, liens, encumbrances, equities, claims, and obligations to other
persons, of whatever kind and character, except as set forth in the Schedules 2
and 2.A which contains an identification of items of fixed assets and machinery
and equipment. None of the fixed assets and machinery and equipment is subject
to contracts of sale, and none is held by Kosti as lessee or as conditional
sales vendee under any lease or conditional sales contract and none is subject
to any title retention agreement, except as set forth in the Schedules 2 and
2.A. The fixed assets and machinery and equipment, taken as a whole, are in a
state of good repair and maintenance and are in good operating condition. Upon
the sale, assignment, transfer, and delivery of the Assets to STS hereunder,
there will be vested in STS good and marketable title to the tangible and
intangible personal property constituting a part thereof, free and clear of all
mortgages, liens, encumbrances, equities, claims, and obligations to other
persons, of whatever kind and character, except for the rights of third persons
arising under contracts for the sale of inventory in the ordinary course of
business, each of which is listed in Schedules 2 and 2.A.
5.4 Litigation and Compliance with Laws. Schedule 3 contains a brief
description of all litigation or legal or other actions, suits, proceedings, or
investigations, at law or in equity or admiralty, or before any federal, state,
municipal, or other governmental department (including, without limitation, the
National Labor Relations Board), commission, board, agency, or instrumentality,
domestic or foreign, in which Kosti or any of its officers or directors, in such
capacity, is engaged, or, to the knowledge and belief of Kosti, with which Kosti
or any of its officers or directors is threatened in connection with the
business or affairs or properties or assets of Kosti. Kosti is and at all times
since its inception has been in compliance with all laws and governmental rules
and regulations, domestic and foreign, and all requirements of insurance
carriers, applicable to its business or affairs or properties or assets,
including, without limitation, those relating to environmental protection, water
or air pollution, and similar matters.
5.5 Trademarks, Licenses, Etc. Schedule 1.F sets forth all of the
trademarks, trade names, service marks, patents, copyrights, registrations, or
applications with respect thereto, and licenses or rights under them owned,
used, or intended to be acquired or used by Kosti, and, to the extent indicated
in the Schedule 1.F, they have been duly registered in such offices as are
indicated therein. Kosti is the sole and exclusive owner of the trademarks,
trade names, service marks, and copyrights, the holder of the full record title
to the trademark registrations and the sole owner of the inventions covered by
the patents and patent applications, all as set forth in the Schedule 1.F; Kosti
has the sole and exclusive right, to the extent listed in the Schedule 1.F, to
use such trademarks, trade names, service marks, patents and copyrights, and,
except to the extent set forth on the Schedule 1.F, all of them are free and
clear of any mortgages, liens, encumbrances, equities, licenses, claims, and
obligations to other persons of whatever kind and character.
5.6 Material Information. This Agreement (including all the Schedules and
Exhibits hereto) nor any certificate or other information or document furnished
or to be furnished by either Kosti to STS contains or will contain any untrue
statement of a material fact or omits or will omit to state a material fact
required to be stated herein or therein or necessary to make the statements
herein or therein not misleading.
5.7 No Governmental Authorizations or Approvals Required. No authorization
or approval of, or filing with, any governmental agency, authority, or other
body will be required in connection with the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby.
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5.8 Continuing Representations. The representations and warranties of STS
herein contained shall survive the Closing for one year (1) year.
6. REPRESENTATIONS, WARRANTIES, AND AGREEMENTS OF STS.
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6.1 Due Authorization; Effect of Transaction. No provision of STS's
Certificate of Incorporation or Bylaws, or of any agreement, instrument, or
understanding, or any judgment, decree, rule, or regulation, to which STS is a
party or by which it is bound, has been, or will be violated by the execution by
STS of this Agreement or the performance or satisfaction of any agreement or
condition herein contained upon its part to be performed or satisfied, and all
requisite corporate and other authorizations for such execution, delivery,
performance, and satisfaction have been duly obtained. Upon execution and
delivery, this Agreement will be a legal, valid, and binding obligation of STS,
enforceable in accordance with its terms. STS is not in default in the
performance, observance, or fulfillment of any of the terms or conditions of its
Certificate of Incorporation or Bylaws.
6.2 Litigation and Compliance with Laws. No litigation or legal or other
actions, suits, proceedings, or investigations, at law or in equity or
admiralty, or before any federal, state, municipal, or other governmental
department (including, without limitation, the National Labor Relations Board),
commission, board, agency, or instrumentality, domestic or foreign, in which or
any of its officers or directors, in such capacity, is engaged, or, to the
knowledge and belief of STS, with which STS or any of its officers or directors
is threatened in connection with the business or affairs or properties or assets
of STS. STS is and at all times since its inception has been in compliance with
all laws and governmental rules and regulations, domestic and foreign, and all
requirements of insurance carriers, applicable to its business or affairs or
properties or assets, including, without limitation, those relating to
environmental protection, water or air pollution, and similar matters.
6.3 Common Stock. The shares to be issued pursuant to Section 2.1(a) of
this Agreement are not registered under the Securities Act of 1933 and will be
"restricted shares" within the meaning of Rule 144 under the 1933, Securities
Act. The certificates evidencing the shares issued to Kosti will bear
restrictive legends as appropriate. STS shall be under no obligation to register
the shares under the 1933 Securities Act or any state securities law for resale
by the Buyer.
6.4 Continuing Representations. Except for Section 6.3, the representations
and warranties of STS herein contained shall survive the Closing for one year
(1) year. The representation and warranty set forth in Section 6.3 shall survive
the Closing without limitation.
7. CONDITIONS OF KOSTI'S OBLIGATIONS.
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The obligations of Kosti hereunder are subject to the fulfillment to the
reasonable satisfaction of the Kosti, prior to or at the Closing, of each
of the following conditions:
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7.1 Non Competition Agreement. Kosti agrees not to compete in the
manufacture of any kind of waste collection vehicles for a period of 3 years in
the Western United States.
7.2 Permits, Etc. Kosti shall have assigned to STS, or STS shall have
obtained, all such permits, licenses, approvals, authorizations, variances,
agreements, and warranties from federal, state, and local governmental
authorities, which STS shall, in the exercise of its sole discretion, deem
necessary or desirable for the operation by STS of the businesses of after the
Closing.
7.3 Representations and Covenants. The representations and warranties of
Kosti contained in this Agreement or otherwise made in writing by it or him or
on its or his behalf pursuant hereto or otherwise made in connection with the
transactions contemplated hereby shall be true and correct at and as of the
Closing Date with the same force and effect as though made on and as of such
date; each and all of the covenants, agreements, and conditions to be performed
or satisfied by Kosti hereunder at or prior to the Closing Date shall have been
duly performed or satisfied; and Kosti shall have furnished STS with such
certificates and other documents evidencing the truth of such representations
and warranties and the performance and satisfaction of such covenants,
agreements, and conditions as STS shall have reasonably requested.
7.4 Instruments of Transfer. Kosti shall have delivered to STS bills of
sale, assignments, deeds, stock powers, and other instruments of transfer and
assignment in accordance with the provisions hereof, transferring to STS all of
Kosti's right, title, and interest in and to the Assets, including the Assigned
Contracts, to be transferred, assigned, and conveyed by Kosti to STS pursuant to
the provisions of this Agreement.
8. CONDITIONS OF STS OBLIGATIONS.
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The obligations of STS hereunder are subject to the fulfillment to the
reasonable satisfaction of STS prior to or at the Closing of each of the
following conditions:
8.1 Representations and Covenants. The representations and warranties of
STS contained in this Agreement or otherwise made in writing by it or on its
behalf pursuant hereto or otherwise made in connection with the transactions
contemplated hereby shall be true and correct at and as of the Closing Date with
the same force and effect as though made on and as of such date; each of the
covenants, agreements, and conditions to be performed or satisfied by STS
hereunder at or prior to the Closing Date shall have been duly performed or
satisfied; and STS shall have furnished Kosti with such certificates or other
documents evidencing the truth of such representations and warranties and the
performance and satisfaction of such covenants, agreements, and conditions as
Kosti shall have reasonably requested.
8.2 No Opposition. No suit, action, or proceeding shall be pending or
threatened on the Closing Date before or by any court or governmental authority
seeking to restrain or prohibit the execution and delivery of this Agreement or
the consummation of the transactions contemplated hereby.
9. INDEMNIFICATION BY KOSTI.
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9.1 Indemnification.
(a) Kosti hereby agrees to indemnify, defend, and hold STS harmless from
and against the amount of any actual (or potential in the case of any litigation
or claims by any person not a party to this Agreement) damage, loss, cost, or
expense (including reasonable attorneys' fees and settlement costs) to STS
("Loss") occasioned or caused by, resulting from, or arising out of:
(i) Any failure by Kosti to perform, abide by, or fulfill any of the
agreements, covenants, or obligations set forth in or entered into, in
connection with this Agreement to be so performed or fulfilled by the
Kosti.
(ii) Any material inaccuracy in or breach of any of the
representations or warranties set forth in this Agreement, or any
certificate or Schedule or other writing furnished pursuant hereto.
(iii) Any failure on the part of Kosti to withhold from the exchange
any assets or amounts due to any governmental authority or other person
that results in a loss to STS.
(iv) Any claim, known or unknown, arising out of or by virtue of or
based upon any liability or obligation of either Kosti that is not an
Assumed Liability.
(v) Any claim, known or unknown, arising out of or by virtue of or
based upon any contract or agreement of either Kosti that (i) is not an
Assigned Contract, or (ii) is connected with any breach by either Kosti of
an Assigned Contract, or any failure by either Kosti to have performed any
obligation or satisfied any liability hereunder to the extent required to
be performed or satisfied at or prior to the Closing, or (iii) is not set
forth (or described) in writing and furnished or made available to STS
pursuant hereto.
(vi) Any liability or obligation for any tort or any breach or
violation of any contractual, quasi contractual, legal, fiduciary, or
equitable duty by Kosti, whether before, at, or after the Closing.
The amount of any Loss shall be the amount of cash reimbursement or setoff
that, when received by the STS incurring such loss, shall place STS in the same
financial position it or they would have been in if such Loss has not occurred;
provided, however, Kosti shall not be liable to STS or their officers,
directors, or agents on any warranty, representation or covenant made by Kosti
in this Agreement, regarding any single claim, loss, expense, obligation or
other liability that does not exceed $10,000; in the total aggregate of all
claims. Provided further, that when the aggregate amount of all such claims,
losses, expenses, obligations and liabilities not exceeding $10,000 each reaches
$10,000, Kosti shall thereafter be liable in full for all such breaches and
indemnities, and regarding all those claims, losses, expenses, obligations, and
liabilities.
9.2 Notice of Claim. STS shall give prompt written notice to Kosti of any
claim (actual or threatened) or other event that in the judgment of either STS
might result or has resulted in a Loss by STS hereunder, and Kosti shall have
the right to assume the defense of such claim or any litigation resulting
therefrom; provided that counsel for STS, who shall conduct the defense of such
claim (actual, threatened, or asserted) or litigation, shall be reasonably
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satisfactory to the Kosti, and Kosti may participate in such defense at their
expense, and provided, further, that the omission by STS to give notice as
provided herein shall not relieve Kosti of his obligations hereunder except to
the extent that the omission results in a failure of actual notice to Kosti and
Kosti is damaged solely as a result of the failure to give notice. Kosti, in the
defense of any such claim or litigation, shall, except with the consent of each
STS, consent to the entry of any judgment or decree or enter into any settlement
that does not include as an unconditional term thereof the giving by the
claimant or plaintiff to STS of a release from all liability in respect to such
claim or litigation, and the STS shall have no liability with respect to any
payment made by a STS in connection with the settlement, satisfaction, or
compromise of any claim unless the STS shall have approved thereof in advance in
writing, which approval shall not unreasonably be withheld or delayed. If STS
shall not have received notice that Kosti shall assume the defense of such claim
within twenty (20) days after the notice is sent to the Kosti of the existence
of such claim, STS shall be free to proceed with the defense of such claim. Each
such notice shall be accompanied (or followed as promptly as is reasonably
practicable after the amount of such Loss becomes determinable) by a certificate
signed by the President of STS as the case may be, and setting forth in
reasonable detail the calculation of the amount of such Loss in accordance with
the provisions hereof, and accompanied by copies of all relevant documents and
records. The omission to give such notice or provide such certificate by STS
shall not relieve Kosti of his obligation under this Section 9.2 except to the
extent such omission results in a failure of actual notice to Kosti and Kosti is
damaged solely by such failure to give notice. No Loss shall be considered to
have occurred with respect to any payment made by STS in settlement,
satisfaction, or compromise of any claim unless the STS shall have approved
thereof in advance and in writing.
9.3 Set Off or Reimbursement. STS shall have the right to setoff against
the stock transferred (or, if such stock has thereto fore been exchanged, then
to receive prompt reimbursement from Kosti of an amount equal to) the amount of
all Losses incurred by STS. STS shall deliver to Kosti a written notice
explaining the nature and amount of each such setoff or required reimbursement,
as promptly as is reasonably practicable after STS has determined to make such
setoff or to require such reimbursement. STS may make such setoffs or require
such reimbursements in any order they choose.
10. BULK SALES ACT.
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STS and Kosti both acknowledge that, in effecting the transactions
contemplated hereby, neither STS nor Kosti has taken any steps to comply with
the California Bulk Sales Law. Notwithstanding the foregoing, Kosti covenants
and agrees to pay and discharge promptly and when due, and in all respects to
defend STS against, all claims of creditors (other than the Assumed Liabilities)
that are asserted against STS by reason of noncompliance with this Bulk Sales
Law. Kosti hereby agrees to defend and to indemnify and hold STS harmless from,
against, and in respect of (and shall on receipt of evidence of loss, liability,
or damage reimburse STS for) any loss, liability, damage, cost, or expense,
including, without limitation, reasonable attorneys' fees (other than the
Assumed Liabilities), suffered or incurred by the STS by reason of any failure
of Kosti to pay or discharge any such claim promptly and when due or the failure
of the parties to comply with the Bulk Sales Law.
11. AMENDMENTS; WAIVERS.
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This Agreement constitutes the entire agreement of the parties related to
the subject matter of this Agreement, supersedes all prior or contemporary
agreements, representations, warranties, covenants, and understandings of the
parties. This Agreement may not be amended, nor shall any waiver, change,
modification, consent, or discharge be effected, except by an instrument in
writing executed by or on behalf of the party against whom enforcement of any
amendment, waiver, change, modification, consent, or discharge is sought.
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Any waiver of any term or condition of this Agreement, or of the breach of
any covenant, representation, or warranty contained herein, in any one instance,
shall not operate as or be deemed to be or construed as a further or continuing
waiver of such term, condition, or breach of covenant, representation, or
warranty, nor shall any failure at any time or times to enforce or require
performance of any provision hereof operate as a waiver of or affect in any
manner such party's right at a later time to enforce or require performance of
such provision or of any other provision hereof; and no such written waiver,
unless it, by its own terms, explicitly provides to the contrary, shall be
construed to effect a continuing waiver of the provision being waived and no
such waiver in any instance shall constitute a waiver in any other instance or
for any other purpose or impair the right of the party against whom such waiver
is claimed in all other instances or for all other purposes to require full
compliance with such provision.
12. ASSIGNMENT; SUCCESSORS AND ASSIGNS.
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This Agreement shall not be assignable by any party without the written
consent of the other. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and there respective successors and permitted
assigns.
13. SEVERABILITY.
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If any provision or provisions of this Agreement shall be, or shall be
found to be, invalid, inoperative, or unenforceable as applied to any particular
case in any jurisdiction or jurisdictions, or in all jurisdictions or in all
cases, because of the conflict of any provision with any constitution or statute
or rule of public policy or for any other reason, such circumstance shall not
have the effect of rendering the provision or provisions in question invalid,
inoperative, or unenforceable in any other jurisdiction or in any other case or
circumstance or of rendering any other provision or provisions herein contained
invalid, inoperative, or unenforceable to the extent that such other provisions
are not themselves actually in conflict with such constitution, statute, or rule
of public policy, but this Agreement shall be reformed and construed in any such
jurisdiction or case as if such invalid, inoperative, or unenforceable provision
had never been contained herein and such provision reformed so that it would be
valid, operative, and enforceable to the maximum extent permitted in such
jurisdiction or in such case.
14 COUNTERPARTS.
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This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument, and in pleading or proving any provision of this Agreement
it shall not be necessary to produce more than one such counterpart.
15. SECTION AND OTHER HEADINGS.
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The headings contained in this Agreement are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement.
16. NOTICES.
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All notices, requests, demands, and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered or mailed,
postage prepaid, certified mail, return receipt requested:
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(a) TO Kosti:
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- Xxxxx Xxxxxxxxxx
00 Xxxxxxxxx Xxxxx Xxxxxx 000
Xxxxxxx Xxxxx, Xx. 00000
With a copy to
X.X. Xxxxxxxxxxxxx
P. O. Box 2337
El Cajon, Ca. 92021
(b) TO STS:
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Smart Truck Systems, Inc
00000 Xxxxxxxxxx Xxxx.
Xxxxxx Xxxxxx, Xx. 00000
With a copy to
Xxxxxx X. Xxxxxxx
00000 Xxxx Xxxxx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
And/or to such other person(s) and address (as) as either party shall have
specified in writing to the other.
17. GENDER.
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Whenever used herein, the singular number shall include the plural, the
plural shall include the singular, and the use of any gender shall include all
genders.
18. LAW TO GOVERN.
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This Agreement shall be governed by and construed and enforced in
accordance with the law (other than the law governing conflict of law questions)
of California.
19. COURTS.
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Any action to enforce, arising out of, or relating in any way to, any of
the provisions of this Agreement may be brought and prosecuted in such court or
courts located in Orange County as is provided by law; and the parties consent
to the jurisdiction of the court or courts located in Orange County and to
service of process by registered mail, return receipt requested, or in any other
manner provided by law.
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IN WITNESS WHEREOF, Kosti and STS have caused this Agreement to be executed
as of the date first above written.
Smart Truck Systems Inc. Xxxxx Xxxxxxxxxx, an individual
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxx Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxxxx
Title: President Title: an individual
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