EXHIBIT 2.1
STOCK EXCHANGE AGREEMENT BY AND BETWEEN CIROND CORPORATION
(F/K/A XXXXXXXX.XXX) AND SEASIDE HOLDINGS INC.
(F/K/A CIROND TECHNOLOGIES INC.) DATED AUGUST 29, 2003
STOCK EXCHANGE AGREEMENT
THIS STOCK EXCHANGE AGREEMENT ("Agreement") is executed this 29th day of
August, 2003, by and among xXxxxxxx.xxx, a Nevada corporation with offices at
000-000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, X.X., Xxxxxx X0X 0X0 ("ExMail"), and
Cirond Technologies Inc., a Colorado corporation with offices at 0000 Xxxxx
Xxxxx Xxxxx, Xxxxxxx, X.X. Xxxxxx X0X 0X0 ("Cirond"). (ExMail and Cirond may
hereinafter be referred to individually as a "Party" or collectively as the
"Parties").
PREMISES
Whereas, ExMail has registered its common stock, par value $0.001 ("Common
Stock"), with the Securities and Exchange Commission under Section 12(g) of the
Securities Exchange Act of 1934; and
Whereas, ExMail's Common Stock is listed for quotation on the
Over-the-Counter Bulletin Board (the "OTC-BB") administered by the National
Association of Securities Dealers; and
Whereas, ExMail is desirous of acquiring an operating entity; and
Whereas, Cirond has had limited success raising capital to fund its
operating subsidiary, Cirond Networks, Inc., a Nevada corporation ("CNI"),
including the operations of Cirond Networks (Canada) Inc., a British Columbia
corporation, all of the issued and outstanding shares of which are held by CNI;
and
Whereas, ExMail is in the process of (i) canceling 2,990,000 shares of
Common Stock held by founders of ExMail (the "Share Cancellation"), (ii)
amending its Articles of Incorporation, (iii) amending its Bylaws; (iv)
effecting a 16-for-1 forward stock split of the 1,010,000 shares of stock which
shall be outstanding after the Share Cancellation (the "Forward Stock Split");
and (v) adopting a stock option plan (the "Stock Option Plan"); and
Whereas, Cirond desires to exchange and transfer (the "Exchange") all of
the capital stock of CNI to ExMail, and ExMail desires to acquire any and all
rights and interests in and to all of the issued and outstanding capital stock
of CNI in exchange for 4,000,000 post-Forward Stock Split shares of ExMail's
Common Stock, as described below, which shall equal approximately 20% of
ExMail's then issued and outstanding post-Forward Stock Split shares (without
giving effect to the Private Placement, as defined below); and
Whereas, ExMail intends to conduct a private placement offering of up to
1,000,000 shares of its post-Forward Stock Split shares of Common Stock at a
price of $0.50 per share (the "Private Placement"), of which ExMail shall have
held in escrow a minimum of $300,000 to fund CNI's operations by Closing, with
the purchasers in such offering receiving approximately 4.7% of ExMail's then
issued and outstanding post-Forward Stock Split shares (assuming all 1,000,000
shares are sold in the Private Placement and taking into account the issuance of
4,000,000 shares of post-Forward Stock Split shares of Common Stock to Cirond);
and
Whereas, ExMail's current management shall resign and Cirond's designees
(the "Cirond Designees") shall be appointed to the board of directors of ExMail
in connection with the
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Exchange and such designees shall elect all the officers of ExMail following the
Exchange; and
Whereas, the Cirond Designees intend to issue options to officers,
directors and employees under the Stock Option Plan for up to 10% of the then
issued and outstanding shares of Common Stock, and intend to issue additional
options as authorized by the Stock Option Plan; and
Whereas, the Parties desire to make this transaction a tax-free exchange
of stock under the Internal Revenue Code of 1986, as amended (the "Code").
AGREEMENT
NOW, THEREFORE, based on the foregoing premises, which are incorporated
herein by this reference, and for and in consideration of the mutual covenants
and agreements contained herein, and in reliance on the representations and
warranties set forth in this Agreement, the benefits to be derived herein and
for other valuable consideration, the sufficiency of which is hereby expressly
acknowledged, the Parties agree as follows:
1. CONSIDERATION AND EXCHANGE OF SHARES. At the closing, as defined in
Section 7 herein ("Closing"), Cirond agrees to exchange, assign, transfer and
convey exclusively to ExMail Fourteen Million Seven Hundred Forty Thousand Two
Hundred Fifty (14,740,250) shares of common stock of CNI ("CNI Shares"), which
represent all of the issued and outstanding capital stock of CNI. Accordingly,
from and after Closing, CNI will be a wholly-owned subsidiary of ExMail.
At Closing, ExMail will tender to Cirond Four Million (4,000,000)
post-Forward Stock Split shares (the "Shares") of its Common Stock (which shall
equal approximately 20% of ExMail's then issued and outstanding shares of Common
Stock without giving effect to the Private Placement). The Shares will be issued
pursuant to exemptions from registration under the Securities Act of 1933, as
amended (the "Act"), and consequently restricted as to resale under Rule 144
("Rule 144"). ExMail is in the process of effecting a 16-for-1 forward stock
split of its issued and outstanding Common Stock. In the event the Forward Stock
Split is not effected prior to the consummation of the exchange of shares
pursuant to this Agreement, Cirond will receive Two Hundred Fifty Thousand
(250,000) pre-Forward Stock Split shares of Common Stock at Closing, which shall
equal approximately 20% of ExMail's then issued and outstanding shares of Common
Stock, without giving effect to the Private Placement.
2. CNI'S OPERATIONS. CNI's operations consist of the development, production
and sales of WLAN related products and technology. It is the express intention
of the Parties to this Agreement that any and all assets of CNI shall remain
assets of CNI, with CNI becoming a wholly owned subsidiary of ExMail. The
Parties desire that CNI's management and key employees continue to serve in
their respective positions after CNI becomes wholly-owned by ExMail and that
CNI's operations continue in the same manner.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF CIROND. Cirond represents,
warrants and covenants that:
a. It is duly organized and in good standing as a corporation under the
laws of Colorado and has all necessary power and authority to engage
in the business in which it is presently engaged and to execute and
deliver and carry out the
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provisions of this Agreement.
b. CNI is duly organized and in good standing as a corporation under the
laws of Nevada and has all necessary power and authority to engage in
the business in which it is presently engaged.
c. It is the sole shareholder of record of CNI, holding all of the issued
and outstanding common stock of CNI. All of CNI's issued and
outstanding shares have been duly authorized, validly issued, fully
paid and are non-assessable.
d. All corporate and shareholder action on its part required for the
lawful execution and delivery of this Agreement and the issuance,
execution and delivery of the CNI Shares will be duly and effectively
taken prior to or at Closing. Upon execution and delivery, and subject
to shareholder approval, this Agreement will constitute its valid and
binding obligation, enforceable in accordance with its terms, except
as the enforceability may be limited by applicable bankruptcy,
insolvency or similar laws and judicial decisions affecting creditors'
rights generally.
e. There are no outstanding warrants, options, pledged or derivative
securities, or any other commitment, contingency or obligation in
existence relating in any manner to the CNI Shares or any other CNI
security. All of the documents relating to the authorization of the
CNI Shares will be provided to ExMail prior to, or simultaneous with,
the Closing.
f. There are no claims, demands, proceedings, defaults, obligations,
suits, or threats of suit, seizure, or foreclosure against it or, to
Cirond's knowledge, any of its officers, directors or 10% or greater
shareholders, and that there is no suit, action, or legal,
administrative, arbitration, or other proceeding pending or threatened
relating to the CNI Shares which could as of Closing adversely affect
the CNI Shares or ExMail's ownership of such following Closing.
g. Cirond and CNI agree not to engage in any transactions outside the
normal and ordinary course of business including, but not limited to,
incurring any debt, procuring any financing and/or loans, issuing any
of its common stock and executing any material contracts through
Closing, unless ExMail provides prior written consent to any such
action. Notwithstanding the foregoing, CNI is authorized and allowed
to enter into a Co-Marketing Agreement with Netgear, Inc. and/or a
Product Development Agreement with KarlNet, Inc. and any documents
ancillary to the foregoing.
h. Prior to the execution of this Agreement it has conducted due
diligence necessary and commercially customary for this Agreement and
the transactions contemplated by it, and has had the opportunity to
ask questions and receive answers from ExMail's management. Further,
Cirond agrees after the execution of this Agreement to assist and
cooperate in good faith with ExMail on a timely basis in providing any
information or documents, or executing any documents, to fulfill any
reasonable requests or requirements in connection with the
transactions contemplated by this Agreement. The foregoing, however,
does not limit or
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modify the representations and warranties of ExMail in this Agreement
or the right of Cirond to rely thereon.
i. Cirond has not incurred any obligation or liability, contingent or
otherwise, for brokerage fees, finder's fees, agent's commissions, or
the like in connection with this Agreement or the transactions
contemplated hereby.
j. All of these representations, warranties and covenants shall be true
and correct at Closing, unless such representation, warranty or
covenant expressly speaks as of an earlier date.
k. All of these representations, warranties and covenants shall survive
the Closing.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF EXMAIL. ExMail represents,
warrants and covenants that:
a. It is a corporation duly organized and in good standing as a
corporation under the laws of the State of Nevada, and has all
necessary power and authority to engage in the business in which it is
presently engaged and to execute and deliver and carry out the
provisions of this Agreement.
b. All of its outstanding Shares of Common Stock were duly authorized,
validly issued, fully paid and are non-assessable.
c. All corporate and shareholder action on its part required for the
lawful execution and delivery of this Agreement and the issuance and
delivery of the Shares have been duly and effectively taken. Upon
execution and delivery, this Agreement will constitute its valid and
binding obligation, enforceable in accordance with its terms, except
as the enforceability may be limited by applicable bankruptcy,
insolvency or similar laws and judicial decisions affecting creditors'
rights generally. Neither the execution and delivery of this Agreement
by ExMail nor the performance by ExMail of the transactions
contemplated hereby will: (a) violate or conflict with any provisions
of any law or order applicable to the ExMail; or (b) require any
consent or approval by or filing or notice with any governmental or
regulatory body, which has not been made or obtained on or prior to
Closing.
d. There are no outstanding warrants, options, pledged or derivative
securities, or any other commitment, contingency or obligation in
existence relating in any manner to the Shares or any other ExMail
security. All of the documents relating to the authorization of the
Shares have been provided to Cirond prior to, or simultaneous with,
the execution of this Agreement.
e. There are no claims, demands, proceedings, defaults, obligations,
suits, or threats of suit, seizure, or foreclosure against it or, to
ExMail's knowledge, any of its officers, directors or 10% or greater
shareholders, and that there is no suit, action, or legal,
administrative, arbitration, or other proceeding pending or threatened
relating to the Shares which could as of Closing adversely affect the
Shares or Cirond's ownership of such following Closing.
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f. ExMail agrees to not to engage in any transactions outside the normal
and ordinary course of business including, but not limited to,
incurring any debt, procuring any financing and/or loans, issuing any
of its Common Stock and executing any material contracts through
Closing, unless Cirond provides prior written consent to any such
action. Notwithstanding the foregoing, ExMail is authorized and
allowed to conduct a the Private Placement financing for up to
1,000,000 shares of post-Forward Stock Split shares of Common Stock at
a price of $0.50 per share and on such other terms to be agreed to in
writing by Cirond prior to the Private Placement.
g. Prior to the execution of this Agreement it has conducted due
diligence necessary and commercially customary for this Agreement and
the transactions contemplated by it, and has had the opportunity to
ask questions and receive answers from Cirond's management. Further,
ExMail agrees after the execution of this Agreement to assist and
cooperate in good faith with Cirond on a timely basis in providing any
information or documents, or executing any documents, to fulfill any
reasonable requests or requirements in connection with the
transactions contemplated by this Agreement. The foregoing, however,
does not limit or modify the representations and warranties of Cirond
in this Agreement or the right of ExMail to rely thereon.
h. It will attempt, in good faith and on a timely basis, to effect the
Share Cancellation and the Forward Stock Split prior to Closing.
Further, ExMail represents that, in the event the Forward Stock Split
is not effected prior to Closing, ExMail will issue to Cirond at
Closing Two Hundred Fifty Thousand (250,000) pre-Forward Stock Split
shares of Common Stock (which shall represent approximately 20% of
ExMail's then issued and outstanding shares of Common Stock, without
giving effect to the Private Placement), the equivalent to the Four
Million (4,000,000) post-Forward Stock Split shares.
i. Cirond's designees shall have been appointed as the officers and
directors of ExMail effective on or before the Closing.
j. ExMail does not have any liabilities, current or contingent, in the
aggregate in excess of $5,000 other than those identified to Cirond by
delivery of all those documents underlying such obligations or
liabilities.
k. ExMail has no profit-sharing, stock bonus, pension, retirement, or
similar deferred compensation arrangements.
l. ExMail has no stock option plans or other incentive compensation
programs.
m. The issuance of the Shares by ExMail for the outstanding shares of CNI
is in exchange for reasonably equivalent value and fair consideration.
At Closing, after giving effect to (i) the transactions contemplated
by this Agreement and (ii) any other transactions contemplated by this
Agreement or by ExMail on or after Closing, ExMail: (i) will be
solvent; (ii) will not have unreasonably small capital with which to
engage in the operation of its business; and (iii) will not have
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incurred or planned to incur debts beyond its ability to pay as they
mature.
n. Except as disclosed in writing to Cirond prior to the execution of
this Agreement, neither ExMail, nor, to ExMail's knowledge, any
officer, employee or agent thereof, is in violation of, or in default
under, any law or order applicable to ExMail if such violation or
default, either prior to Closing or subsequent to Closing, would have
a material adverse effect on ExMail's operations or the transactions
contemplated by this Agreement. ExMail has not received any notice to
the effect that, or otherwise been advised that, it is not in
compliance with any such law or order.
o. (i) ExMail has obtained all governmental permits which are required in
connection with the operations of its business, (ii) all requisite
governmental permits are in full force and effect and (iii) no
proceedings for the suspension or cancellation of any governmental
permit is pending or threatened, except where the failure to hold any
such governmental permit would not, either prior to Closing or
subsequent to Closing, have a material adverse effect on ExMail's
operations or the transactions contemplated by this Agreement.
p. Copies of all material contracts (involving more than 10% of ExMail's
total assets) and all related-party contracts (between ExMail and any
officer, director, or owner, beneficially or of record, of 10% or more
of ExMail's issued and outstanding Common Stock) entered into by
ExMail and still in effect have been provided to Cirond prior to, or
simultaneous with, the execution of this Agreement.
q. ExMail has a total of 4,000,000 pre-Forward Stock Split shares of
Common Stock issued and outstanding as of the date of this Agreement,
which are held by 34 shareholders of record, and no shares of
preferred stock issued and outstanding.
r. The Shares when so issued, sold and delivered against payment therefor
in accordance with the provisions of this Agreement, will be duly
authorized and validly issued, fully paid and non-assessable, and when
so issued, sold and delivered, the Shares shall be free and clear of
all pledges, liens, encumbrances and preemptive rights.
s. ExMail will give Cirond thirty (30) days' written notice prior to
destroying or discarding any books, records or other data of Cirond,
and if Cirond so reasonably requests, shall allow Cirond, at Cirond's
expense, an opportunity to examine, duplicate or take possession of
such books, records and/or other data, prior to their being destroyed
or discarded.
For a period of seven (7) years following Closing, ExMail shall, and
shall cause the CNI to, retain and afford to Cirond and its
affiliates, their counsel and their accountants, during normal
business hours and upon reasonable advance notice, reasonable access
to the books, records and other data of CNI with respect to the period
prior to Closing and, with respect to the applicable current taxable
period,
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to the extent that such access may be reasonably required by Cirond to
facilitate (i) the preparation and timely filing by Cirond of such tax
returns as it may be required to file with respect to the operations
of CNI, the making of any election related to taxes or in connection
with any audit, amended return, claim for refund or any suit or
proceeding with respect thereto, (ii) the investigation, litigation
and final disposition of any claims, suits or proceedings which may
have been or may be made against Cirond or its affiliates in
connection with CNI, and (iii) any indemnification claims made under
this Agreement or the defense thereof.
t. The financial statements and SEC filings of ExMail are complete and
accurately reflect the financial condition and operations of ExMail,
and there are no material adverse changes in the business of ExMail
since the date of said statements that have not already been disclosed
in writing to Cirond. ExMail has made, and will make when due, all
filings required to be made under the Securities Exchange Act of 1934
and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
u. ExMail has not incurred any obligation or liability, contingent or
otherwise, for brokerage fees, finder's fees, agent's commissions, or
the like in connection with this Agreement or the transactions
contemplated hereby.
v. ExMail is acquiring the CNI Shares for investment only, for ExMail's
own account, and not with a view to, for offer for sale or for sale in
connection with, the distribution or transfer thereof. The CNI Shares
are not being purchased for subdivision or fractionalization thereof;
and ExMail has no contract, undertaking, agreement or arrangement with
any person to sell, hypothecate, pledge, donate or otherwise transfer
(with or without consideration) to any such person any of the CNI
Shares which ExMail is acquiring hereunder, and ExMail has no present
plans or intention to enter into any such contract, undertaking,
agreement or arrangement.
w. All of these representations, warranties and covenants shall be true
and correct at Closing, unless such representation, warranty or
covenant expressly speaks as of an earlier date.
x. All of these representations, warranties and covenants shall survive
the Closing.
5. DEFAULT & CURE. In the event a Party fails or refuses to perform any of its
obligations under this Agreement in a timely manner, then the other Party shall
give notice to such other Party of default hereunder. The notice of default
shall set forth with sufficient specificity and particularity the details of the
default. The Party to whom the default notice is given shall have thirty (30)
days from the date of the delivery of the notice to either (a) cure the
deficiencies set forth in the notice or (b) give written reply to the notice
setting forth with particularity the reasons for the nonexistence of default or
inability to cure the default(s). In the event the Party receiving notice of
default does not cure such default or set forth reasons for the nonexistence of
default by thirty (30) calendar days from the date of delivery of the notice,
the defaulting Party will be deemed in breach of this Agreement.
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Upon breach of this Agreement, the non-breaching Party shall have the
right to rescind this Agreement and all of the transactions contemplated by it.
In the event this Agreement is rescinded in accordance with this Section 5, the
Parties shall take such actions as necessary to give effect to such rescission.
The representations set forth in this Section 5 are ongoing representations and
shall survive the Closing. The remedies set forth in this Section 5 are not
exclusive and the Parties to this Agreement shall be entitled, notwithstanding
the remedies set forth herein, to any and all other remedies available at law or
otherwise.
6. INDEMNIFICATION.
a. Cirond shall indemnify and hold ExMail and its respective management
harmless with respect to any liabilities, losses, damages, costs or
expenses (including reasonable legal fees and expenses) incurred by
ExMail, directly or indirectly, which are occasioned by, caused by or
result out of Cirond's breach of any of the terms, representations,
warranties or covenants contained in this Agreement. This
indemnification shall survive the Closing.
b. ExMail shall indemnify and hold Cirond, and its respective management
harmless with respect to any liabilities, losses, damages, costs or
expenses (including reasonable legal fees and expenses) incurred by
Cirond, directly or indirectly, which are occasioned by, caused by or
result out of ExMail's breach of any of the terms, representations,
warranties or covenants contained in this Agreement. This
indemnification shall survive the Closing.
7. CLOSING AND TERMINATION.
a. The Closing hereunder shall take place within ten (10) business days
after the Agreement is approved by the shareholders of Cirond, on a
date mutually agreed upon by the Parties. Closing shall consist of the
Parties delivering the securities and other consideration contemplated
hereunder, as well as any documents necessary to effect this
Agreement.
b. This Agreement may be terminated at any time prior to Closing as
follows:
i. By mutual written consent of the Parties;
ii. By either Party, by written notice to the other Party, if
Closing does not occur on or prior to October 15, 2003 (unless
such event has been caused by a breach of this Agreement by the
party seeking such termination); and
iii. By either Party, if any judgment shall have been enacted,
entered, promulgated or enforced which prohibits or enjoins the
consummation of the sale and purchase of the CNI Shares and
such judgment is or shall have become final and nonappealable.
8. TAX-FREE EXCHANGE. Insofar as possible, the Parties agree that the exchange
of shares called for hereunder shall be a tax-free exchange under the tax laws
and the Code, and not an acquisition of assets. Notwithstanding the foregoing,
in the event the transactions contemplated by this Agreement are not deemed to
be a tax-free exchange Cirdon shall be entitled to terminate this Agreement
prior to Closing, in such event, neither Party shall be liable to the other
under this
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Agreement.
9. CONDITIONS TO CLOSING. The Closing called for hereunder shall be subject
to:
a. The delivery to ExMail at Closing of the CNI Share certificates;
b. The delivery to Cirond at Closing of the Share certificates;
c. Approval by Cirond's shareholders of this Agreement and the
transactions contemplated hereby;
d. The conduct of due diligence of CNI by ExMail or its agents,
satisfactory to the management of ExMail that the books, records, and
assets of CNI are in fact as have been represented;
e. The conduct of due diligence of ExMail by Cirond or its agents,
satisfactory to the management of Cirond that the books, records, and
assets of ExMail are in fact as have been represented;
f. The delivery of resolutions by the boards of directors of ExMail and
Cirond ratifying this transaction;
g. On or before Closing, ExMail shall have delivered Cirond resignations
of all of the officers and directors of ExMail, which shall be
effective on or before the Closing and Cirond's designees shall have
been appointed as the officers and directors of ExMail effective on or
before the Closing;
h. ExMail shall have received an opinion of counsel from Xxxx Xxxx Xxxx
Xxxxxxxxxx & Xxxxxxxxx, P.C., Denver, Colorado, or other counsel for
Cirond, in form and substance satisfactory to ExMail and its counsel;
i. Cirond shall have received an opinion of counsel from Xxxxxxx Law
Firm, Dallas, Texas, or other counsel for ExMail, in form and
substance satisfactory to Cirond and its counsel;
j. Cirond shall have delivered to ExMail a certificate signed by an
officer of Cirond, dated as of Closing to the effect that each of the
conditions specified inss.ss.3(k), 9(c) and 9(e) is satisfied in all
respects;
k. ExMail shall have delivered to Cirond a certificate signed by an
officer of ExMail, dated as of Closing to the effect that each of the
conditions specified in xx.xx. 4(w), 9(d) and 9(m) is satisfied in all
respects;
l. ExMail shall amend its Form 10-QSB filings for the quarters ended June
30, 2003 and March 31, 2003, which were filed with the Securities and
Exchange Commission to include any items which may be missing from
such filings;
m. The delivery to ExMail of the documents relating to the authorization
of the CNI
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Shares;
x. Xxxxxxx Law Firm, as counsel for ExMail, shall be holding in escrow at
least $300,000 in proceeds from the Private Placement for delivery to
ExMail after Closing;
o. The Parties shall have received all necessary approvals and consents,
whether corporate, member, third party, or otherwise, made all
necessary filings, and obtained all necessary approvals or consents
for the consummation of the transactions contemplated by this
Agreement; and
p. No action or proceeding shall be pending in which it is sought to
restrain or prohibit the consummation of the transactions contemplated
hereby. No order which restrains or prohibits the transactions
contemplated hereby shall be in effect and no governmental or
regulatory body shall be seeking such an order or threatening to do
so.
10. MISCELLANEOUS.
a. In the event any one or more of the provisions contained in this
Agreement are for any reason held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not effect any other provisions of this
Agreement. This Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein.
b. This Agreement shall be binding upon and inure to the benefit of the
Parties and their respective heirs, legal representatives, successors
and permitted assigns. The Parties may not transfer or assign all or
any part of their rights or obligations except to the extent expressly
permitted by this Agreement or otherwise agreed to in writing by all
Parties.
c. This Agreement constitutes the entire agreement and understanding
among the Parties, and may not be modified or amended except as in
writing signed by all Parties. This Agreement and its exhibits may be
executed simultaneously in one or more counterparts and/or by
facsimile, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
d. The Parties hereby acknowledge that they have had a full opportunity
to seek legal, financial and tax assistance of their own choosing
prior to the execution of this Agreement, and that they have done so,
or have expressly waived their right to such assistance and counsel.
e. Any controversy or claim arising out of or relating to this Agreement
or the breach of it, shall be settled by binding arbitration in
accordance with the rules of the American Arbitration Association, and
judgment on the award rendered may be entered in any court having
jurisdiction.
f. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Nevada without reference to the conflict of
laws principles thereof.
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In the event any dispute regarding this Agreement arises between the
Parties and is not resolved at arbitration, such dispute shall be
brought in a proper jurisdiction located within Xxxxx County, Nevada.
g. All notices, requests, demands, and other communications required or
permitted hereunder shall be in writing and shall be deemed to have
been given if delivered by and, overnight courier, telefax, or mailed
certified or registered mail with postage prepaid, to the addresses
set forth below:
If to ExMail: xXxxxxxx.xxx
000-000 Xxxx Xxxxxxxx Xxxxxx,
Xxxxxxxxx, X.X., Xxxxxx X0X 0X0
Attention: Xxxxx Xxxx, President
With copies to: Xxxxxxx Law Firm
0000 X. Xxxxxxx Xxxxx., Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxxx
If to Cirond: Cirond Technologies Inc.
0000 Xxxxx Xxxxx Xxxxx
Xxxxxxx, X.X. Xxxxxx X0X 0X0
Attention: Xxxxxxxx Xxxxxx, President
With copies to: Xxxx Xxxx Xxxx Xxxxxxxxxx & Xxxxxxxxx, P.C.
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxxx
h. This Agreement has been prepared by the joint efforts of the attorneys
of all of the signatories to this Agreement and shall not be construed
against any particular Party. Should any provision of this Agreement
require interpretation, the Parties hereto agree that the arbitrator
or court interpreting or construing the same shall not apply a
presumption that the terms hereof shall be more strictly construed
against one Party by reason of the rule of construction that a
document is to be more strictly construed against the Party who itself
or through its agents prepared the same, it being agreed that the
Parties hereto and their respective agents have participated in the
preparation hereof.
i. All costs and expenses, including, without limitation, fees and
disbursements of counsel, financial advisors and accountants, incurred
in connection with the negotiation, preparation, execution and
delivery of this Agreement and consummation of the transactions
contemplated hereby shall be paid by the Party incurring such costs
and expenses.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day
and year first above written.
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"EXMAIL" - XXXXXXXX.XXX "CIROND" - CIROND TECHNOLOGIES INC.
/s/ Xxxxx Xxxx /s/ Xxxxxxxx Xxxxxx
------------------------------ --------------------------------------
By: Xxxxx Xxxx, President By: Xxxxxxxx Xxxxxx, President
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