AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
NUMED SURGICAL, INC.
AND
XXXXXXXXXXXXX.XXX CORPORATION
DATED AS OF JANUARY 15, 1999
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered
into this 15th day of January, 1999, by and among NuMed Surgical, Inc., a Nevada
corporation ("NuMed"), and Xxxxxxxxxxxxxx.xxx Corporation, a Florida corporation
("Xxxxxxxxxxxxxx.xxx").
W I T N E S S E T H:
WHEREAS, NuMed desires to acquire all of the 2,400,000 issued and
outstanding shares of the common stock, no par value, of Xxxxxxxxxxxxxx.xxx,
through the merger of Xxxxxxxxxxxxxx.xxx with and into NuMed pursuant to the
terms hereinafter set forth (the "Merger");
WHEREAS, the respective Boards of Directors of NuMed and
Xxxxxxxxxxxxxx.xxx deem it advisable and to the advantage and welfare of their
respective corporations and stockholders, that Xxxxxxxxxxxxxx.xxx be merged with
and into NuMed upon the terms and conditions hereinafter specified;
WHEREAS, for Federal income tax purposes, it is intended that the Merger
shall qualify as a reorganization within the meaning of Section 368 of the
Internal Revenue Code of 1986, as amended (the "Code").
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained in this Agreement, the parties hereto, intending to be
legally bound hereby, agree as follows:
ARTICLE I
DESCRIPTION OF TRANSACTION
1.1 THE MERGER. At the Effective Time (as defined in Section 1.3 herein),
in accordance with this Agreement and the relevant provisions of the Nevada
General Corporations Law (the "Nevada GCL") and the Florida Business
Corporations Act (the "FBCA"), Xxxxxxxxxxxxxx.xxx shall be merged with and into
NuMed. NuMed shall be the surviving corporation of the Merger and NuMed shall
continue, and be deemed to continue, for all purposes after the Merger, and the
existence of Xxxxxxxxxxxxxx.xxx shall cease at the Effective Time. At the
Effective Time (as defined in Section 1.3) each issued and outstanding share of
the common stock, no par value, of Xxxxxxxxxxxxxx.xxx ("Nutriceuticals Common
Stock") shall be converted into the right to receive one (1) share of common
stock, $.001 par value per share, of NuMed ("NuMed Common Stock").
1.2 SURVIVING CORPORATION; CERTIFICATE OF INCORPORATION OF SURVIVING
CORPORATION. Following the Merger, NuMed shall continue to exist under, and be
governed by, the laws of the State of Nevada. The Articles of Incorporation of
NuMed, as in effect on the Closing Date (as defined in Section 1.4 herein),
shall continue in full force and effect as the Articles of Incorporation of
NuMed, except that upon the Merger the Articles of Incorporation of NuMed shall
be amended to change the name of the corporation to "Xxxxxxxxxxxxxx.xxx
Corporation".
1.3 EFFECTIVE DATE OF THE MERGER. This Agreement shall be submitted to the
stockholders of NuMed and to the stockholders of Xxxxxxxxxxxxxx.xxx, as provided
in Sections 6.5 and 7.5 hereof, for approval as soon as practicable after the
execution of this Agreement. Upon the authorization, approval and adoption of
(i) this Agreement by (a) the affirmative vote of the holders of at least a
majority of the outstanding shares of NuMed Common Stock entitled to vote
thereon as provided by Nevada GCL, and (b) the affirmative vote of the holders
of at least a majority of the outstanding shares of Nutriceuticals Common Stock
entitled to vote thereon as provided by the FBCA; and (ii) the Reverse Stock
Split (as defined below in this Section 1.4) by the affirmative vote of the
holders of at least a majority of the outstanding shares of NuMed Common Stock
entitled to vote thereon as provided by Nevada GCL; a Plan and Articles of
Merger (the "Articles of Merger") meeting the requirements of the Nevada GCL and
meeting the requirements of the FBCA shall be executed, verified and
acknowledged as required by the provisions of said laws, and such Articles of
Merger shall be delivered to the Department of State of Nevada and to the
Department of State of Florida (the "Departments of State") for filing (the time
of the latter of such filings being the "Effective Time", and the date of the
latter of such filings being the "Effective Date"). The term "Reverse Stock
Split" shall mean a one-for-fifty reverse split of the outstanding shares of
NuMed Common Stock and the delivery of an amendment of NuMed's Articles of
Incorporation to the Nevada Department of State, said amendment reflecting said
stock split.
1.4 PROCEDURE FOR CLOSING. Subject to the satisfaction or appropriate
waiver of all conditions precedent thereto, there shall be a closing (the
"Closing") at the offices of Schifino & Xxxxxxxxx, P.A., One Tampa City Center,
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxx, Xxxxxxx 00000, at 10:00 a.m., or
at such other place, date and time as the parties to this Agreement may
otherwise agree (the "Closing Date"). At the Closing, the parties to this
Agreement will take all actions as may be necessary to cause the filing of the
Articles with the Departments of State.
1.5 CONVERSION OF STOCK. Upon the filing of the Articles by the
Departments of State, each issued and outstanding share of Nutriceuticals Common
Stock, other than any share with respect to which a dissenting stockholder shall
have demanded fair payment for such share in accordance with the FBCA, shall be
converted immediately into one (1) share of NuMed Common Stock, as provided in
Section 1.1 hereof.
1.6 DIRECTORS AND OFFICERS. The directors of NuMed, after the Effective
Date of the Merger, who shall hold office until the next annual meeting of
shareholders and until their successors are chosen and qualified are as follows:
NAME
----
Xxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxxx
Xxxxxxx X. XxXxxxx
Xxxxxxx X. Xxxxxx
Xxxx X. Xxxxxxxxxx
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The principal officers of NuMed, after the Effective Date of the Merger,
who shall hold office until their successors are chosen and qualified are as
follows:
NAME POSITION
---- --------
Xxxxxxx X. Xxxxxxx President
Xxxxxxx X. XxXxxxx Secretary
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF NUMED
Except as disclosed in Exhibit "B" to this Agreement, NuMed represents and
warrants to Xxxxxxxxxxxxxx.xxx the following:
2.1 ORGANIZATION AND STANDING. NuMed is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada and
has the corporate power and authority to carry on its business as it is now
being conducted. A true and correct copy of (i) its Articles of Incorporation
together with all amendments thereto, certified by the Secretary of the State of
Nevada, and (ii) its by-laws, certified by the Secretary of such corporation,
each as then in effect, has been delivered to Xxxxxxxxxxxxxx.xxx.
2.2 CAPITALIZATION. The authorized capital stock of NuMed consists of
48,000,000 shares of common stock, par value $.001 per share, and as of the date
of this Agreement there are outstanding 8,775,685 shares, all of which have been
validly issued and are fully paid and non-assessable.
2.3 AUTHORITY RELATIVE TO THIS AGREEMENT. The execution of this Agreement
by NuMed and the delivery of this Agreement to Xxxxxxxxxxxxxx.xxx have been duly
authorized by the Board of Directors of NuMed, and no further corporate or other
action is necessary on their part to make this Agreement valid and binding upon
and enforceable against NuMed in accordance with the terms hereof or to carry
out the transaction contemplated hereby.
2.4 FINANCIAL STATEMENTS. Attached to this Agreement as Exhibit "C" are
the Form 10-KSB Report for the year ended March 31, 1998 and the Form 10-QSB for
the six months ended September 30, 1998 containing the financial statements of
NuMed for the fiscal year ended March 31, 1998 and September 30, 1998,
respectively. Except as contemplated by this Agreement and the transactions
contemplated by this Agreement, those statements (i) are in accordance with the
books and records of NuMed; (ii) have been prepared in accordance with generally
accepted accounting principles, applied on a consistent basis; and (iii) fairly
present the results of operations and financial condition of NuMed for the
periods covered by the statements.
2.5 NO MATERIALLY ADVERSE CHANGE. Subsequent to the period covered by the
financial statements described in Section 2(d) of this Agreement, except as
contemplated by this Agreement or the transactions contemplated by this
Agreement, NuMed has not experienced any materially adverse change in its
financial condition, assets, liabilities, or results of operations.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF XXXXXXXXXXXXXX.XXX
Except as disclosed in Exhibit "D" to this Agreement, Xxxxxxxxxxxxxx.xxx
hereby represents and warrants to NuMed the following:
3.1 ORGANIZATION AND STANDING. Xxxxxxxxxxxxxx.xxx is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Florida, and has the corporate power and authority to carry on its business as
it is now being conducted.
3.2 CAPITALIZATION. The authorized capital stock of Xxxxxxxxxxxxxx.xxx
consists of 1,000,000 shares of preferred stock, no par value; and 9,000,000
shares of common stock, no par value. As of the date of this Agreement there are
outstanding 2,400,000 shares common stock only, all of which have been validly
issued and are fully paid and non-assessable.
3.3 AUTHORITY RELATIVE TO THIS AGREEMENT. The execution and delivery of
this Agreement by Xxxxxxxxxxxxxx.xxx has been duly authorized by its Board of
Directors, and no further corporate action will be necessary on their part to
make this Agreement valid and binding upon each of them and enforceable against
them in accordance with the terms of this Agreement, or to carry out the actions
contemplated by this Agreement.
3.4 FINANCIAL STATEMENTS. Attached to this Agreement as Exhibit "E" are
the financial statements of Xxxxxxxxxxxxxx.xxx at October 31, 1998 and for the
period from September 8, 1998 (date of inception) through October 31, 1998.
3.5 NO MATERIALLY ADVERSE CHANGE. Subsequent to the period covered by the
financial statements described in Section 3.4 herein, except as contemplated by
this Agreement or the transactions contemplated by this Agreement,
Xxxxxxxxxxxxxx.xxx has not experienced any materially adverse change in its
financial condition, assets, liabilities, or results of operations.
ARTICLE IV
COVENANTS OF NUMED
NuMed hereby covenants the following:
4.1 APPROVAL BY STOCKHOLDERS. Prior to the Closing, the shareholders of
NuMed, shall have approved the Merger in accordance with the provisions of the
Nevada GCL.
4.2 CONDUCT OF THE BUSINESS UNTIL CLOSING. Except as Xxxxxxxxxxxxxx.xxx
may otherwise consent in writing, prior to the Closing NuMed will not conduct
any operations and will use its best efforts to preserve the present business
organization intact.
4.3 CORPORATE ACTION; APPROVALS AND CONSENTS. NuMed will take all
corporate and other action and use its best efforts to obtain in writing as
promptly as possible all approvals and consents required to be obtained in order
to effectuate the consummation of the transactions contemplated by this
Agreement.
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4.4 ADVICE OF CHANGES. Between the date of this Agreement and the Closing,
NuMed will promptly advise Xxxxxxxxxxxxxx.xxx in writing of any fact which, if
existing or known at the date of this Agreement, would have been required to be
set forth in or disclosed pursuant to this Agreement.
4.5 ACCESS TO PROPERTIES AND RECORDS, ETC. NuMed will give
Xxxxxxxxxxxxxx.xxx and its counsel, accountants, and other representatives full
access during normal business hours to all of the properties, personnel, books,
tax returns, contracts, commitments and records of NuMed.
4.6 MERGER PROXY OR INFORMATION STATEMENT. NuMed will prepare the Merger
Proxy or Information Statement and, at the time when mailed to the stockholders
of NuMed and at all times up to the date of approval of the Merger by the
stockholders of NuMed, the Merger Proxy or Information Statement will not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated or necessary to be included by or in the Merger Proxy or
Information Statement in order to make the Merger Proxy or Information Statement
and the statements therein not misleading; and the Merger Proxy or Information
Statement will comply in all material respects with the requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.
ARTICLE V
COVENANTS OF XXXXXXXXXXXXXX.XXX
Xxxxxxxxxxxxxx.xxx hereby jointly and severally covenants the following:
5.1 APPROVAL BY STOCKHOLDERS. Prior to the Closing, the shareholders of
Xxxxxxxxxxxxxx.xxx, shall approve the Merger in accordance with the provisions
of the FBCA.
5.2 CONDUCT OF THE BUSINESS UNTIL CLOSING. Except as NuMed may otherwise
consent in writing, prior to the Closing Xxxxxxxxxxxxxx.xxx will not conduct any
operations and will use its best efforts to preserve the present business
organization intact.
5.3 CORPORATE ACTIONS, APPROVALS AND CONSENTS. Xxxxxxxxxxxxxx.xxx will
take all corporate and other actions and use their best efforts to obtain in
writing as promptly as possible all approvals and consents required to be
obtained in order to effectuate the consummation of the Merger and the
transactions contemplated hereby.
5.4 ADVICE OF CHANGES. Between the date of this Agreement and the Closing,
Xxxxxxxxxxxxxx.xxx will promptly advise NuMed in writing of any fact which, if
existing or known at the date of this Agreement, would have been required to be
set forth in or disclosed pursuant to this Agreement.
5.5 ACCESS TO PROPERTIES AND RECORDS, ETC. Xxxxxxxxxxxxxx.xxx will give
NuMed and its counsel, accountants, and other representatives full access during
normal business hours to all of the properties, personnel, books, tax returns,
contracts, commitments and records of Xxxxxxxxxxxxxx.xxx.
5.6 MERGER PROXY OR INFORMATION STATEMENT. Xxxxxxxxxxxxxx.xxx will
cooperate with and will provide all information reasonably requested in writing
by NuMed in connection with the preparation by NuMed of any proxy or information
statements to be sent to the shareholders of NuMed in connection with the
Merger; and Xxxxxxxxxxxxxx.xxx will use its best efforts to assure that any such
information provided in writing to NuMed, at the time when provided and at all
times up to the date of approval of the Merger by the
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stockholders of NuMed, does not and will not contain any untrue statement of a
material fact required to be stated or necessary in order to make such
information not misleading.
ARTICLE VI
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF NUMED
The obligations of NuMed under this Agreement are subject to the
satisfaction, at or prior to the Closing, or each of the following conditions
(the fulfillment of any of which may be waived in writing by NuMed).
6.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties and statements of Xxxxxxxxxxxxxx.xxx contained in this Agreement, all
exhibits to this Agreement and any documents delivered in connection with this
Agreement, shall not only have been true and complete as of the date of this
Agreement and when made but shall also be true and complete as though again made
on the Closing Date, except to the extent that they are incorrect as of the
Closing Date by reason of events occurring after the date of this Agreement in
compliance with the terms of this Agreement.
6.2 COMPLIANCE. Xxxxxxxxxxxxxx.xxx shall have performed and complied with
all agreements, covenants and conditions required by this Agreement and all
exhibits to this Agreement to be performed and complied with by it at or prior
to the Closing.
6.3 GOOD STANDING CERTIFICATES. NuMed shall have received a certificate
executed by the Secretary of State of the State of Florida dated within ten (10)
days prior to the Closing Date certifying that Xxxxxxxxxxxxxx.xxx is a
corporation in good standing under the laws of the State of Florida.
6.4 CERTIFICATE. NuMed shall have received a certificate executed by the
President of Xxxxxxxxxxxxxx.xxx, attested to by the Secretary of such
corporation under its corporate seal, dated the Closing Date, satisfactory in
form and substance to NuMed and its counsel, certifying as to (i) the
fulfillment of matters set forth in Section 6.1 through 6.3 of this Agreement,
(ii) the resolutions adopted by the Board of Directors of Xxxxxxxxxxxxxx.xxx
approving the execution of this Agreement and the consummation of the
transactions contemplated hereby; (iii) the resolutions adopted by the
stockholders of Xxxxxxxxxxxxxx.xxx approving the Merger; (iv) the incumbent
officers of Xxxxxxxxxxxxxx.xxx and the authenticity of the signatures of each;
and (v) the information, if any, required to be furnished to Xxxxxxxxxxxxxx.xxx
pursuant to Section 4(c) of this Agreement.
6.5 STOCKHOLDER APPROVAL. Holders of a majority of the outstanding shares
of common stock of Xxxxxxxxxxxxxx.xxx entitled to vote on the Merger shall have
approved the Merger in accordance with the provisions of the FBCA.
6.6 DISSENTERS' RIGHTS. There shall not be holders of more than five
percent (5%) of the issued and outstanding shares of NuMed Common Stock and/or
Xxxxxxxxxxxxxx.xxx Common Stock, collectively, who exercise dissenter's rights
under the Nevada GCL or the FBCA, respectively.
6.7 STOCKHOLDER LIST. Xxxxxxxxxxxxxx.xxx shall have delivered to NuMed a
list of the stockholders of record as of the close of business on the last
business day immediately preceding the Closing.
6.8 CONSUMMATION OF THE MERGER. The Merger shall have been consummated on
or before April 30, 1999.
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ARTICLE VII
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF XXXXXXXXXXXXXX.XXX
The Obligations of Xxxxxxxxxxxxxx.xxx under this Agreement are subject to
the satisfaction, at or prior to the Closing, of each of the following
conditions (the fulfillment of any of which may be waived in writing by
Xxxxxxxxxxxxxx.xxx):
7.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties and statements of NuMed contained in this Agreement, all exhibits to
this Agreement and any documents delivered in connection with this Agreement,
shall not only have been true and complete on the date of this Agreement and
when made but shall also be true and complete as though again made on the
Closing Date, except to the extent that they are incorrect as of the Closing
Date by reason of events occurring after the date of this Agreement in
compliance with the terms of this Agreement.
7.2 COMPLIANCE. NuMed shall have performed and complied with all
agreements, covenants and conditions required by this Agreement and all exhibits
to this Agreement to be performed and complied with by them at or prior to the
Closing.
7.3 GOOD STANDING CERTIFICATES. Xxxxxxxxxxxxxx.xxx shall have received a
certificate executed by the Department of the State of Nevada dated within ten
(10) days prior to the Closing Date certifying that NuMed is a corporation in
good standing under the laws of the State of Nevada.
7.4 CERTIFICATE. Xxxxxxxxxxxxxx.xxx shall have received a certificate
executed by the President of NuMed and attested to by its Secretary under its
corporate seal, dated the Closing Date, and certifying as to (i) the fulfillment
of the matters mentioned in Section 7.1 through 7.3 of this Agreement; (ii) the
resolutions adopted by the Board of Directors of NuMed approving the execution
of this Agreement and the consummation of the transactions contemplated hereby;
(iii) the resolutions adopted by the shareholders, of the capital stock of
NuMed, approving the Merger and this Agreement and the transactions contemplated
by this Agreement; (iv) the incumbent officers of the respective corporation and
the authenticity of the signatures of each; and (v) the information, if any,
required to be furnished to Xxxxxxxxxxxxxx.xxx pursuant to Section 5(d) of this
Agreement.
7.5 STOCKHOLDER APPROVAL. Holders of a majority of the outstanding shares
of common stock of NuMed entitled to vote on the Merger shall have approved the
Merger in accordance with the provisions of the Nevada GCL.
7.6 DISSENTERS' RIGHTS. There shall not be holders of more than five
percent (5%) of the issued and outstanding shares of NuMed Common Stock and/or
Nutriceuticals Common Stock, collectively, who exercise dissenter's rights under
the Nevada GCL or the FBCA, respectively.
7.7 STOCKHOLDER LIST. NuMed shall have delivered to Xxxxxxxxxxxxxx.xxx a
list of the stockholders of record as of the close of business on the last
business day immediately preceding the Closing.
7.8 CONSUMMATION OF THE MERGER. The Merger shall have been consummated on
or before April 30, 1999.
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ARTICLE VIII
ADDITIONAL TERMS OF TERMINATION
8.1 INDEMNIFICATION. After the Effective Time, NuMed shall indemnify,
defend and hold harmless the current and former directors and officers of NuMed
and Xxxxxxxxxxxxxx.xxx against all losses, expenses, claims, damages, or
liabilities arising out of actions or omissions occurring at or prior to the
Effective Time to the fullest extent permitted under Nevada law and by the NuMed
Articles of Incorporation and the NuMed Bylaws as in effect on the date of the
Merger Agreement, including provisions relating to advances of expenses incurred
in defense of any litigation.
8.2 MUTUAL TERMINATION. In addition to the provisions of Articles 6 and 7
of this Agreement, this Agreement may be terminated before the Closing by mutual
written agreement of the Boards of Directors of the parties to this Agreement.
ARTICLE IX
GENERAL
9.1 WAIVERS. No action taken pursuant to this Agreement, including any
investigation by or on behalf of any party, shall be deemed to constitute a
waiver by the party taking such action of compliance with any representation,
warranty, covenant or agreement contained in this Agreement or in any document
delivered in connection with this Agreement. The waiver by any party to this
Agreement of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach.
9.2 SPECIFIC PERFORMANCE; REMEDIES. The parties to this Agreement
acknowledge that the performance of their respective obligations under this
Agreement is essential to the consummation of the transactions contemplated by
this Agreement. Each of them further acknowledges that neither party will have
an adequate remedy at law if the other party fails to perform its obligations
under this Agreement. In such event, each party shall have the right, in
addition to any other rights it may have, to compel specific performance of this
Agreement.
9.3 EXPENSES. Each of the parties to this Agreement shall pay its own
expenses in connection with this Agreement and the transactions contemplated by
this Agreement, including the fees and expenses of its counsel and its certified
public accountants and other experts.
9.4 CONFIDENTIALITY. If the transactions contemplated by this Agreement
are not consummated and are terminated pursuant to Articles VI, VII, or VIII of
this Agreement, then each of the parties to this Agreement agrees to keep
confidential and shall not use for its own benefit any of the information
(unless in the public domain) obtained from any other party and shall promptly
return to such other parties all schedules, documents or other written
information (without retaining copies thereof) previously obtained from such
other parties.
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9.5 NOTICES. All notices, requests, demands and other communications which
are required or may be given under this Agreement shall be in writing and shall
be deemed to have been duly given if personally delivered or if mailed, first
class mail, postage prepaid, to:
If to NuMed:
NuMed Surgical, Inc.
0000 Xxxxxxxx Xxxxx Xxxxx
Xxxxxxxx Xxxx, Xxxxxxx 00000
If to Xxxxxxxxxxxxxx.xxx:
Xxxxxxxxxxxxxx.xxx Corporation
0000 Xxxxx Xxxxx Xxxx
Xxxxx, Xxxxxxx 00000
or to such other address as such party shall have specified by notice in writing
to the other parties.
9.6 ENTIRE AGREEMENT; AMENDMENT. This Agreement (including the exhibits to
this Agreement and all documents and papers delivered pursuant to this Agreement
and any written amendments to this Agreement executed by the parties to this
Agreement) constitutes the entire agreement, and supercedes all prior agreements
and understandings, oral and written, among the parties to this Agreement with
respect to the subject matter of this Agreement.
9.7 ASSIGNABILITY. This Agreement shall not be assignable by any of the
parties to this Agreement without the prior written consent of all other parties
to this Agreement.
9.8 VENUE; PROCESS. The parties to this Agreement agree that jurisdiction
and venue shall properly lie in the Thirteenth Judicial Circuit of the State of
Florida, in and for Hillsborough County, Tampa, Florida, or in the United States
District for the Middle District of Florida (Tampa Division), with respect to
any legal proceedings arising from this Agreement. Such jurisdiction and venue
are merely permissive; and, jurisdiction and venue would otherwise be proper.
The parties further agree that the mailing of any process shall constitute valid
and lawful process against them.
9.9 COUNTERPARTS. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
9.10 SECTION AND OTHER HEADINGS. The section and other headings contained
in this Agreement are for reference purposes only and shall not affect the
meaning or interpretation of this Agreement.
9.11 GOVERNING LAW. This Agreement has been negotiated and prepared and
will be performed in the State of Florida, and the validity, construction and
enforcement of, and the remedies under, this Agreement shall be governed in
accordance with the laws of the State of Florida (except any choice of law
provision of Florida law shall not apply if the law or state or jurisdiction
other than Florida would apply thereby).
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IN WITNESS WHEREOF, this Agreement has been signed by an officer of each
of the parties to this Agreement and duly authorized and attested under the
corporate seal by the Secretary of each of such parties, all on the date first
above written.
ATTEST: XXXXXXXXXXXXXX.XXX CORPORATION
(Corporate Seal)
By:
----------------------- --------------------------
Secretary President
ATTEST: NUMED SURGICAL, INC.
(Corporate Seal)
By:
----------------------- ---------------------------
Secretary President
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