STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and
entered into on June 26, 2001, by and among XXXXX XXXXXXXXX, and
assigns (the "Buyer"), MILLENNIUM CAPITAL VENTURE HOLDINGS, INC.,
a Delaware corporation ("MCVH"), and DOTCOM INTERNET VENTURES LTD.
("Shareholder").
RECITALS:
A. The Shareholder own five million (5,000,000) shares of the
$0.0001 par value per share common stock (the "MCVH Common Stock")
of MCVH, which represents 100% of all of the outstanding MCVH Common
Stock.
B. The Shareholder desire to sell five million (5,000,000)
shares of the MCVH Common Stock (the "Shares"), which represents
100% of all of the outstanding MCVH Common Stock, in exchange for
Twenty-Five Thousand (US $25,000) on the terms and conditions set
forth herein.
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual agreements,
covenants and premises set forth herein for certain other good and
valuable consideration, the receipt and adequacy which are hereby
acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. STOCK PURCHASE, PURCHASE PRICE AND RELATED TRANSACTIONS.
1.1. Sale. Buyer shall acquire and the Shareholder shall
sell the Shares to Buyer.
1.2. Purchase Price. In consideration of the purchase by
Buyer of the Shares, Buyer shall pay to the Shareholder at the
Closing (as defined herein) the aggregate purchase price of Twenty
-Five Thousand Dollars (US $25,000) (the "Purchase Price").
1.3. Closing and Effective Date. The closing shall take
place at the offices of Shareholder, 0000 Xxxxxxxx Xxxxxx, Xxxxx
#000, Xxxxxxxxxxxx, XX 00000 XXX (the "Closing"). The date of the
Closing is June 15, 2001 (the "Closing Date").
1.4. At Closing, Shareholder shall deliver to Buyer
certificates representing the Shares being sold hereunder;
containing the following legend:
"The securities represented by this Certificate have
not been registered under the Securities Act of 1933 (the "Act") and
are "Restricted Securities" as the term is defined in Rule 144 under
the Act. The Common Shares may not be offered for sale, sold or
otherwise transferred except pursuant to an effective registration
statement under the Act or exemption, the availability of which is
to be established to the satisfaction of the Corporation."
1.5. At Closing, Shareholder shall deliver to Buyer all
corporate records, including at least the corporate minute book,
stock register and audited financial statements, as well as
resignation of all present officers and directors of MCVH, effective
as of the Closing Date.
2. ADDITIONAL AGREEMENTS.
2.1. Compliance with Obligations. The Shareholder shall
cause MCVH to comply with all obligations of MCVH under this Agreement.
2.2. Confidential Treatment of Information. From and after
the date hereof, the parties hereto shall and shall cause their
representatives to hold in confidence this Agreement (including the
Schedules hereto), all matters relating hereto and all data and
information obtained with respect to the other parties or their
business, except such data or information as is published or is a
matter of public record, or as compelled by legal process.
2.3. Public Announcements. The parties will consult with
each other before issuing any press releases or otherwise making any
public statement with respect to this Agreement or any of the
transactions contemplated hereby and no party will issue any such
press release or make any such public statement without the prior
written consent of the other parties, except as may be required by
law or by the rules and regulations of any governmental authority or
securities exchange.
2.4. Further Assurances. The parties shall deliver any and
all other instruments or documents required to be delivered pursuant
to, or necessary or proper in order to give effect to, the
provisions of this Agreement, including without limitation, all
necessary stock powers and such other instruments of transfer as may
be necessary or desirable to transfer ownership of the Shares to
Buyer and to consummate the transactions contemplated by this
Agreement.
3. REPRESENTATIONS, COVENANTS AND WARRANTIES OF THE
SHAREHOLDER AND MCVH.
To further induce Buyer to enter into this Agreement and
to consummate the transactions contemplated hereby, MCVH and the
Shareholder each hereby jointly and severally represent and warrant
to and covenant with Buyer as follows:
3.1. Organization and Qualification: Absence of
Subsidiaries. MCVH is a corporation duly organized and validly
existing and in good standing under the laws of the State of
Delaware and in any other jurisdiction where qualification is
necessary or required and has the requisite power and authority to
own, lease and operate its properties and to carry on its business
as it is currently being conducted. MCVH is in good standing in the
State of Delaware.
3.2. Capitalization and Related Matters.
3.2.1. Shares; Capitalization. The authorized capital
stock of MCVH consists solely of 100,000,000 shares of common stock,
$0.0001 par value per share, of which 5,000,000 shares are issued
and outstanding and none are held in its treasury. All of the Shares
are owned of record, legally and beneficially by the Shareholder.
The Shares are free and clear of any and all security interests,
encumbrances, and rights of any kind or nature whatsoever
(collectively, "Encumbrances"), and upon delivery of the Shares
hereunder, Buyer will acquire title thereto, free and clear of any
and all Encumbrances.
There exist no Securities Rights (as defined herein)
with respect to the MCVH Common Stock. All rights and powers to vote
the Shares are held exclusively by the Shareholder. All of the MCVH
Common Stock is validly issued, fully paid and nonassessable, was
not issued in violation of the terms of any agreement or other
understanding, and was issued in compliance with all applicable
federal and state securities or "blue sky" laws and regulations. The
certificates representing the Shares to be delivered to Buyer at the
Closing are, and the signatures and endorsements thereof or stock
powers relating thereto will be, valid and genuine. For the purposes
of this section, "Securities Rights" means, with respect to the MCVH
Common Stock (whether issued or unissued) or any other securities
convertible into or exchangeable for MCVH Common Stock, and includes
all written or unwritten contractual rights relating to the
issuance, sale, assignment, transfer, purchase, redemption,
conversion, exchange, registration or voting of the MCVH Common
Stock and all rights conferred by MCVH's governing documents and by
any applicable agreement.
3.2.2. Liabilities and Obligations. MCVH has no debt,
obligation or liability, absolute, fixed, contingent or otherwise,
of any nature whatsoever, whether due or to become due, including
any unasserted claim, whether incurred directly or by any
predecessor thereto, and whether arising out of any act, omission,
transaction, circumstance, state of facts or other condition.
3.3. Articles of Incorporation and By-Laws. MCVH has
heretofore made available to Buyer a complete and correct copy of
the Articles of Incorporation and the By-Laws of MCVH. Such Articles
of Incorporation and By-Laws are in full force and effect.
3.4. Authority Relative to This Agreement. MCVH and
Shareholder has all necessary corporate power and authority to
execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated by this
Agreement. Shareholder has full right and capacity to enter into
this Agreement and to carry out his obligations hereunder. The
execution and deliver of this Agreement by MCVH and Shareholder, the
performance by Shareholder of their obligations hereunder and the
consummation by MCVH of the transactions contemplated by this
Agreement have been duly authorized by all necessary action on the
part of MCVH or such Shareholder as are necessary to authorize this
Agreement or to consummate the transactions contemplated by this
Agreement. This Agreement has been duly and validly executed and
delivered by MCVH and Shareholder and constitutes the legal, valid
and binding obligations of MCVH and Shareholder, enforceable against
MCVH and Shareholder in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency,
reorganization or other similar laws of general application
affecting the enforcement of creditors' rights generally.
3.5. Financial Statements. True and complete copies of the
audited balance sheet of MCVH for the fiscal period ended as of
December 31, 2000 (the "Balance Sheet Date") and the related audited
statements of income, stockholders' equity and cash flows for the
periods then ended, and the audited balance sheets of MCVH and the
related statements of operations, stockholders' equity and cash
flows for the periods then ended, with all related notes and
schedules thereto, accompanied by the reports thereon by MCVH's
accountants (collectively referred to herein as the "MCVH Financial
Statements") have been delivered by MCVH. The MCVH Financial
Statements (i) were prepared in accordance with the books of account
and other financial records of MCVH, (ii) present fairly the
financial condition and results of operations of MCVH as of the
dates thereof or for the periods covered thereby, (iii) have been
prepared in accordance with U.S. GAAP (except as may be indicated in
the notes thereto) applied on a basis consistent with the past
practices of MCVH and (iv) include all adjustments (consisting only
of normal recurring accruals) that are necessary for a fair
presentation of the financial condition of MCVH and the results of
the operations of MCVH as of the dates thereof or for the periods
covered thereby.
3.6. Absence of Litigation. There is no legal or
administrative action or proceeding pending or, to the knowledge of
MCVH or the individual Shareholder after reasonable investigation,
threatened against MCVH or the Shares.
3.7. Taxes. MCVH has (a) filed all federal, state, local
and foreign tax returns required to be filed by it prior to the date
of this Agreement (taking into account extensions), and (b) paid or
accrued all Taxes. For purposes of this Agreement, "Tax" or "Taxes"
means any and all taxes, fees, levies, duties, tariffs, imposts and
other charges of any kind (together with any and all interest,
penalties, additions to tax and additional amounts imposed with
respect thereto) imposed by any government or taxing authority,
including, without limitation: taxes or other charges on or with
respect to income, franchises, windfall or other profits, gross
receipts, property, sales, use, capital stock, payroll, employment,
social security, workers' compensation, unemployment compensation,
or net worth; taxes or other charges in the nature or excise,
withholding, ad valorem, stamp, transfer, value added or gains
taxes, license, registration and documentation fees, and custom
duties, tariffs and similar charges.
3.8. Execution; No Inconsistent Agreements; Etc.
3.8.1. This Agreement is a valid and binding
agreement of MCVH and Shareholder, enforceable against each of them
in accordance with its terms.
3.8.2. The execution and delivery of this Agreement
by the Shareholder and MCVH does not, and the consummation of the
transactions contemplated hereby will not, constitute a breach or
violation of the charter or by-laws of MCVH, or a default under any
of the terms, conditions or provisions of (or an act or omission
that would give rise to any right of termination, cancellation or
acceleration under) any material note, bond, mortgage, lease,
indenture, agreement or obligation to which MCVH or Shareholder is a
party, pursuant to which MCVH or Shareholder otherwise receives
benefits, or to which any of the properties of MCVH or Shareholder
is subject.
3.9. Corporate Records. The statutory records, including
the stock register and minute books of MCVH, fully reflect all
issuances, transfers and redemptions of their capital stock,
correctly show and will correctly show the total number of shares of
its capital stock issued and outstanding on the date hereof and on
the Closing Date, the charter or other organizational documents and
all amendments thereto, and their by-laws as amended and currently
in force.
3.10. Absence of Changes. Except as described in Schedule
3.10, from the Balance Sheet Date to the date of this Agreement,
there has been no adverse change in the business, assets,
liabilities, results of operations or financial condition of MCVH.
3.11. Contingencies. There are no actions, suits, claims
or proceedings pending, or, to the knowledge of MCVH and Shareholder
after reasonable investigation, threatened against, by or affecting
MCVH in any court or before any arbitrator or governmental agency or
which could adversely affect the right or ability of MCVH or the
Shareholder to consummate the transactions contemplated hereby. To
the knowledge of Shareholder after reasonable investigation, there
is no valid basis upon which any such action, suit, claim, or
proceeding may be commenced or asserted against MCVH. There are no
unsatisfied judgments against MCVH and no consent decrees or similar
agreements to which MCVH is subject.
3.12. Environmental Matters. Except as disclosed in
Schedule 3.12: (i) MCVH is not in violation, in any material
respect, of any Environmental Law (as defined herein); and (ii) MCVH
is not liable or responsible for any clean up, fines, liability or
expense arising under any Environmental Law, as a result of the
disposal of Wastes or other materials in or on the property of MCVH
(whether owned or leased), or in or on any other property, including
property no longer owned, leased or used by MCVH. As used herein,
(a) "Environmental Laws" means, collectively, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as
amended, the Superfund Amendments and Reauthorization Act of 1986,
the Resource Conservation and Recovery Act, the Toxic Substances
Control Act, as amended, the Clean Air Act, as amended, the Clean
Water Act, as amended, any other "Superfund" or "Superlien" law or
any other federal, or applicable state or local statute, law,
ordinance, code, rule, regulation, order or decree (foreign or
domestic) regulating, relating to, or imposing liability or
standards of conduct concerning, Wastes, or the environment; and (b)
"Wastes" means and includes any hazardous, toxic or dangerous waste,
liquid, substance or material (including petroleum products and
derivatives), the generation, handling, storage, disposal,
treatment or emission of which is subject to any Environmental Law.
3.13. Full Disclosure. No representation or warranty
of MCVH or the Shareholder contained in this Agreement, and none of
the statements or information concerning MCVH contained in this
Agreement and any Exhibits and Schedules hereto, contains or will
contain any untrue statement of a material fact nor will such
representations, warranties, covenants or statements taken as a
whole omit a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.
3.14. MCVH will use its best efforts to preserve its
business organization intact.
3.15. MCVH will not enter into any contract, commitment or
transaction, or declare, set aside or pay any dividend, or make any
distribution in respect of its capital stock, or waive any
obligation or liability, or compromise any claim, or cancel any
note, loan or other obligation owed to it, without the consent of
Buyer.
3.16. That Shareholder will not cause any amendment to be
made in the Certificate of Incorporation or By-Laws of MCVH, nor
issue or cause to be issued any additional shares of capital stock;
nor issue or cause to be issued any warrants, obligations,
subscriptions, options, convertible securities, or other commitments
under which any additional shares of its capital stock may be
directly or indirectly authorized, issued or transferred nor will
either agree to do any of the acts listed above.
3.17. Shareholder warrants that MCVH being transferred
shall be transferred with no liabilities and little or no assets,
and shall defend and hold Buyer and MCVH harmless against any action
by any third party against either of them arising out of, or as a
consequence of, any act or omission of Shareholder or MCVH prior to,
or during the closing contemplated by this contract of sale.
3.18. All of the representations and warranties contained
within this contract of sale, whether made by Buyer or Shareholder
on behalf of MCVH, will be true and correct on the closing date as
if made on that date.
3.19. At any time prior to the closing, Buyer and their
counsel, accountants and other agents shall have full access during
normal business hours to all properties, books, accounts, records,
contracts and documents relating to MCVH.
4. REPRESENTATIONS AND WARRANTIES OF BUYER.
To induce MCVH and the Shareholder to enter into this Agreement
and to consummate the transactions contemplated hereby, Buyer
represents and warrants to and covenants with MCVH and the
Shareholder as follows:
4.1. [INTENTIONALLY OMITTED]
4.2. Execution; No Inconsistent Agreements; Etc.
4.2.1. The execution and delivery of this Agreement and
the performance of the transactions contemplated hereby have been or
will be prior to the Closing Date duly and validly authorized and
approved by Buyer and this Agreement is a valid and binding
agreement of Buyer, enforceable against Buyer in accordance with its
terms, except as such enforcement may be limited by bankruptcy or
similar laws affecting the enforcement of creditors' rights
generally, and the availability of equitable remedies.
4.2.2. The execution and delivery of this Agreement by
Buyer does not, and the consummation of the transactions
contemplated hereby will not, constitute a breach or violation of
the charter or by-laws of Buyer, or a default under any of the
terms, conditions or provisions of (or an act or omission that would
give rise to any right of termination, cancellation or acceleration
under) any material note, bond, mortgage, lease, indenture,
agreement or obligation to which Buyer or any of its subsidiaries is
a party, pursuant to which any of them otherwise receive benefits,
or by which any of their properties may be bound.
4.3. Contingencies. There are no actions, suits, claims or
proceedings pending or, to Buyer's knowledge, threatened, against,
by or affecting Buyer in any court or before any arbitrator or
governmental agency which could materially and adversely affect the
right or ability of Buyer to consummate the transactions
contemplated hereby.
4.4. Full Disclosure. No representation or warranty of Buyer
contained in this Agreement, and none of the statements or
information concerning Buyer contained in this Agreement, contains
or will contain any untrue statement of a material fact nor will
such representations, warranties, covenants or statements taken as a
whole omit a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.
5. INDEMNIFICATION.
5.1. Indemnification by Shareholder and MCVH. Subject to
Section 5.3, the Shareholder and MCVH (hereinafter collectively
called the "Indemnitor") shall jointly and severally defend,
indemnify and hold harmless Buyer, its direct and indirect parent
corporations, subsidiaries (including MCVH after Closing) and
affiliates, their officers, directors, employees and agents
(hereinafter collectively called "Indemnitees") against and in
respect of any and all loss, damage, liability, fine, penalty, cost
and expense, including reasonable attorneys' fees and amounts paid
in settlement (collectively, "Indemnified Losses"), suffered or
incurred by any Indemnitee by reason of, or arising out of:
(a) any misrepresentation, breach of warranty or breach or
non-fulfillment of any agreement of any Shareholder or MCVH
contained in this Agreement or in any certificate, schedule,
instrument or document delivered to Buyer by or on behalf of the
Shareholder or MCVH pursuant to the provisions of this Agreement
(without regard to materiality thresholds contained therein); and
(b) any liabilities of MCVH of any nature whatsoever
(including tax liability, penalties and interest), whether accrued,
absolute, contingent or otherwise, not reflected or reserved against
in full in the MCVH Financial Statements.
5.2. Indemnification by Buyer. Subject to Section 5.3, Buyer
(hereinafter called the "Indemnitor") shall defend, indemnify and
hold harmless Shareholder and MCVH (hereinafter called "Indemnitee")
against and in respect of any and all loss, damage, liability, cost
and expense, including reasonable attorneys' fees and amounts paid
in settlement (collectively, "Indemnified Losses"), suffered or
incurred by Indemnitee by reason of or arising out of:
(a) any misrepresentation, breach of warranty or
breach or non-fulfillment of any material agreement of Buyer
contained in this Agreement or in any other certificate, schedule,
instrument or document delivered to the Shareholder by or on behalf
of Buyer pursuant to the provisions of this Agreement; and
(b) any liabilities of MCVH of any nature whatsoever
(including tax liability, penalties and interest), whether accrued,
absolute, contingent or otherwise, arising from Buyer's ownership or
operation of MCVH after Closing, but only so long as such liability
is not the result of an act or omission, of MCVH, or any Shareholder
occurring prior to Closing.
5.3. Limitation on Indemnification. The aggregate liability of
the Shareholder after Closing for Indemnified Losses shall not
exceed an amount equal to the Purchase Price paid to the
Shareholder. The aggregate liability of Buyer after Closing for
Indemnified Losses shall not exceed an amount equal to the Purchase
Price paid to the Shareholder.
6. MISCELLANEOUS.
6.1. Notices.
6.1.1. All notices, requests, demands, or other
communications required or permitted hereunder shall be in writing
and shall be deemed to have been duly given upon delivery if
delivered in person or if sent by Federal Express (or similar
recognized overnight courier service) to the parties at the
following addresses:
(a) If to Shareholder:
DotCom Internet Ventures Ltd.
0000 Xxxxxxxx Xxxxxx, Xxxxx #000
Xxxxxxxxxxxx, XX 00000-0000
Attention: Xxxxxxx Xxx, President
(b) If to Buyer:
Xxxxx Xxxxxxxxx
0000 Xxxxxx Xxxxxxxx
Xxxxxxxx, Xxxxxx
XXXXXX X0X 0X0
With a copy to:
Xxxx Xxxxxxx, Esq.
Saywell & Company, PLLC
American Attorneys
0000 Xxxxx Xxxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxx
XXXXXX X0X 0X0
6.1.2. Notices may also be given in any other manner
permitted by law, effective upon actual receipt. Any party may
change the address to which notices, requests, demands or other
communications to such party shall be delivered or mailed by giving
notice thereof to the other parties hereto in the manner provided
herein.
6.2. Survival. The representations, warranties,
agreements and indemnifications of the parties contained in this
Agreement or in any writing delivered pursuant to the provisions of
this Agreement shall survive any investigation heretofore or
hereafter made by the parties and the consummation of the
transactions contemplated herein and shall continue in full force
and effect and survive after the Closing.
6.3. Counterparts; Interpretation. This Agreement may be
executed in any number of counterparts, each of which shall be
deemed an original, and all of which shall constitute one
instrument. This Agreement supersedes all prior discussions and
agreements between the parties with respect to the subject matter
hereof, and this Agreement contains the sole and entire agreement
among the parties with respect to the matters covered hereby. All
Schedules and Exhibits hereto shall be deemed a part of this
Agreement. This Agreement shall not be altered or amended except by
a written instrument signed by or on behalf of all of the parties
hereto. No ambiguity in any provision hereof shall be construed
against a party by reason of the fact it was drafted by such party
or its counsel. For purposes of this Agreement "herein," "hereby,"
"hereof," "hereunder," "herewith," "hereafter" and "hereinafter" and
similar words refer to this Agreement in its entirety, and not to
any particular subsection or paragraph. References to "including"
means including without limiting the generality of any description
preceding such term. Nothing expressed or implied in this Agreement
is intended, or shall be construed, to confer upon or give any
person other than the parties hereto any rights or remedies under or
by reason of this Agreement.
6.4. Governing Law; Venue. The validity and effect of this
Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware, without regard to
principles of conflicts of laws thereof. Any dispute, controversy or
question of interpretation arising under, out of, in connection with
or in relation to this Agreement or any amendments hereof, or any
breach or default hereunder, shall be litigated in the appropriate
state or federal court in Philadelphia, Pennsylvania. Each of the
parties hereby irrevocably submits to the jurisdiction of any state
or federal court located in Philadelphia, Pennsylvania, and each
party irrevocably waives any objections it may have to such venue,
including without limitation, an objection based on the assertion
that such venue constitutes an inconvenient forum.
6.5. Partial Invalidity and Severability. All rights and
restrictions contained herein may be exercised and shall be
applicable and binding only to the extent that they do not violate
any applicable laws and are intended to be limited to the extent
necessary to render this Agreement legal, valid and enforceable. If
any terms of this Agreement not essential to the commercial purpose
of this Agreement shall be held to be illegal, invalid or
unenforceable by a court of competent jurisdiction, it is the
intention of the parties that the remaining terms hereof shall
constitute their agreement with respect to the subject matter hereof
and all such remaining terms shall remain in full force and effect.
To the extent legally permissible, any illegal, invalid or
unenforceable provision of this Agreement shall be replaced by a
valid provision which will implement the commercial purpose of the
illegal, invalid or unenforceable provision.
6.6. Waiver. Any term or condition of this Agreement may
be waived at any time by the party which is entitled to the benefit
thereof, but only if such waiver is evidenced by a writing signed by
such party. No failure on the part of a party hereto to exercise,
and no delay in exercising, any right, power or remedy created
hereunder, shall operate as a waiver thereof, nor shall any single
or partial exercise of any right, power or remedy by any such party
preclude any other future exercise thereof or the exercise of any
other right, power or remedy. No waiver by any party hereto to any
breach of or default in any term or condition of this Agreement
shall constitute a waiver of or assent to any succeeding breach of
or default in the same or any other term or condition hereof.
6.7. Headings. The headings as to contents of particular
paragraphs of this Agreement are inserted for convenience only and
shall not be construed as a part of this Agreement or as a
limitation on the scope of any terms or provisions of this Agreement.
6.8. Expenses. Except as otherwise expressly provided
herein, all legal and other costs and expenses incurred in
connection with this Agreement and the transactions contemplated
hereby shall be paid by Buyer or the Shareholder as each party
incurs such expenses, and none of such expenses shall be charged to
or paid by MCVH.
6.9. Finder's Fees. Buyer represents to the Shareholder
that no broker, agent, finder or other party has been retained by it
in connection with the transactions contemplated hereby and that no
other fee or commission has been agreed by Buyer to be paid for or
on account of the transactions contemplated hereby. Shareholder
represent to Buyer that no broker, agent, finder or other party has
been retained by Shareholder or MCVH in connection with the
transactions contemplated hereby and that no other fee or commission
has been agreed by the Shareholder or MCVH to be paid for or on
account of the transactions contemplated hereby.
6.10. Gender. Where the context requires, the use of the
singular form herein shall include the plural, the use of the plural
shall include the singular, and the use of any gender shall include
any and all genders.
6.11. Acceptance by Fax. This Agreement shall be accepted,
effective and binding, for all purposes, when the parties shall have
signed and transmitted to each other, by telecopier or otherwise,
copies of the signature pages hereto.
6.12. Attorneys' Fees. In the event of any litigation or
other proceeding arising out of or in connection with this
Agreement, the prevailing party or parties shall be entitled to
recover its or their reasonable attorneys' fees and court costs from
the other party or parties.
6.13. NO JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT ANY OF
THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT
AND ANY DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION
IS A MATERIAL INDUCEMENT FOR THE PARTIES' ACCEPTANCE OF THIS AGREEMENT.
IN WITNESS WHEREOF, the parties have executed this Stock
Purchase Agreement or caused this Stock Purchase Agreement to be
duly executed by their duly authorized officers as of the date first
above written.
[SIGNATURE PAGE FOLLOWS]
BUYER:
BY: /s/ XXXXX XXXXXXXXX
--------------------------
NAME: XXXXX XXXXXXXXX
MILLENNIUM CAPITAL VENTURE HOLDINGS, INC.
BY: /s/ XXXXXXX XXX
--------------------------
NAME: XXXXXXX XXX
TITLE: PRESIDENT
SHAREHOLDER:
DOTCOM INTERNET VENTURES LTD.
BY: /s/ XXXXXXX XXX
--------------------------
NAME: XXXXXXX XXX
TITLE: PRESIDENT
