AMENDED AND RESTATED PURCHASE AGREEMENT
AMENDED
AND RESTATED
PURCHASE AGREEMENT
THIS
AGREEMENT made as of the
8th day
of January, 2008.
B
E T W E E N:
EIGER
TECHNOLOGY, INC., a
corporation governed under the laws of the Province of Ontario
(hereinafter
called the "Parent")
-
and
-
ETIFF
HOLDINGS, LLC, a
corporation governed under the laws of the State of Delaware
(hereinafter
called the "Vendor")
-
and
-
FOUNDATION
VENTURE LEASING INC., in
Trust., a corporation governed under the laws of the Province of
Ontario
(hereinafter
called the "Purchaser")
-
and
-
RACINO
ROYALE, INC., a
corporation organized under the laws of the State of Nevada (the "Corporation")
WHEREAS
the Vendor is the
legal and beneficial owner of fourteen million twenty-one thousand, six
hundred
(14,021,600) shares of common stock (the "Shares") of the
Corporation;
AND
WHEREAS the Vendor and the
Purchaser entered into a share purchase agreement dated as of August 8,
2007
(the "Original
Agreement") pursuant to which the Vendor agreed to sell to the Purchaser
and the Purchaser agreed to purchase from the Vendor the Shares;
AND
WHEREAS the Vendor and the
Purchaser desire to amend and restate the Original Agreement in accordance
with
the terms of this agreement;
NOW
THEREFORE THIS AGREEMENT
WITNESSES that, for the consideration hereinafter set forth, the receipt
and sufficiency of which is being hereby acknowledged, the Parties have
agreed
and do hereby agree with each other as follows:
ARTICLE 1
INTERPRETATION
1.1 Definitions.
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(a)
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Where
used in this Agreement, unless the context or subject matter
otherwise
requires, the following words and phrases shall have the meanings
set
forth below:
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"1933
Act"
means the United States Securities
Act
of 1933, as amended;
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"Agreement"
means this amended and restated purchase agreement (including
the Exhibits
hereto) as it may be amended or supplemented from time to time;
and the
expressions "Article",
"Section",
"Subsection"
or "Exhibit"
followed by a number or letter means and refers to the specified
Article,
Section, Subsection or Exhibit of this
Agreement;
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"Business
Day" means any day, other than a Saturday, Sunday or statutory
holiday in Toronto, Ontario;
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"Closing"
means the completion of the purchase and sale of the Purchased
Shares in
accordance with the provisions of this
Agreement;
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"Closing
Date" means December 14, 2007 or such other date as the Parties
may
agree;
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"Corporation"
means Racino Royale, Inc., a corporation governed under the laws
of the
State of Nevada;
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"Option"
means the purchase option granted by the Vendor to the Purchaser
pursuant
to the Option Agreement;
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"Option
Agreement" has the meaning set out in Section 2.2(b);
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"Option
Shares" means the two million six hundred and twenty thousand
(2,620,000) shares of common stock of the Corporation owned by
the Vendor
to be sold by the Vendor to the Purchaser upon the exercise of
the
Option;
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"Exchange
Act" means the Securities Act of 1934, as
amended.
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"OSC"
means
the Ontario Securities Commission;
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"Parent"
means Eiger Technology, Inc., a corporation governed under the
laws of the
Province of Ontario;
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"Parties"
means the Vendor, the Parent, the Purchaser and the Corporation
and their
successors and permitted assigns; and "Party"
means either of the Parties;
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"Promissory
Note" has the meaning set out in Section 2.2(c);
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"Purchase
Price" has the meaning set out in Section 2.4(a);
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"PurchasedShares"
means, collectively, two million six hundred and twenty thousand
(2,620,000) shares of common stock of the Corporation owned by
the Vendor
to be sold by the Vendor to the Purchaser
hereunder;
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"Purchaser"
means Foundation Venture Leasing Inc., in Trust, a corporation
governed
under the laws of the Province of
Ontario;
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"SEC"
means
the United States Securities and Exchange
Commission;
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"Securities
Laws" means, collectively, the Securities
Act (Ontario), the 1933 Act,
the regulations and rules made under those statutes, and policy
statements
and interpretation notes of the OSC or the SEC or any state of the United
States under "blue sky" laws;
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"Share
Pledge
Agreement" has the meaning set out in Section 2.2(d);
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"Shares"
means, collectively, fourteen million, twenty-one thousand, six
hundred
(14,021,600) shares of common stock of the Corporation owned
by the
Vendor; and
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"Vendor"
means ETIFF Holdings, LLC, a corporation governed under the laws
of the
State of Delaware.
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1.2 Currency. All
sums of money which are referred to in this Agreement are expressed in
lawful
money of the United States of America.
1.3 Division
of
Agreement. The division of this Agreement into Articles,
Sections, Subsections, paragraphs, subparagraphs and Exhibits and the insertion
of headings are for convenience of reference only and shall not affect
the
construction or interpretation of this Agreement. The terms "this
Agreement", "hereof", "herein", "hereunder" and similar expressions refer
to
this Agreement and not to any particular Article, Section or other portion
of
the Agreement.
1.4 Number
and
Gender. Words importing the singular number only shall include
the plural and vice versa, and words importing the use of any gender shall
include all genders.
1.5 Including. Unless
otherwise specifically indicated or the context otherwise requires, "include",
"includes" and "including" shall be deemed to be followed by the words
"without
limitation".
1.6 Exhibit. The
following is the exhibit attached to this Agreement:
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Exhibit
"1"
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–
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Form
of the Option Agreement
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2
ARTICLE 2
AMENDMENTS,
PURCHASE AND
SALE OF SHARES
AND
INTELLECTUAL PROPERTY
2.1 Amendments
to the Original
Agreement.
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(a)
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The
Shares that the Purchaser purchases from the Vendor shall be
amended to be
the Purchased Shares.
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(b)
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The
Vendor agrees to grant an option (the "Option") to
the
Purchaser on the Closing Date to purchase up to additional 2,620,000
Shares from the Vendor (the "Option Shares")
exercisable by the Purchaser from time to time until September
1, 2008, in
accordance with the option agreement in the form of Exhibit 1
attached
hereto (the "Option
Agreement").
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(c)
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The
Vendor acknowledges receipt of a promissory note dated as of
August 8,
2007 in the principal amount of $671,080 granted by the Purchaser
in
favour of the Vendor under the Original Agreement (the "Promissory
Note"). The Vendor and the Purchaser agree that the
Promissory Note is hereby cancelled and is of no force or effect
from the
date hereof and the Vendor agrees to return the Promissory Note
to the
Purchaser for cancellation on or before the Closing
Date.
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(d)
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The
Vendor acknowledges receipt of a share pledge agreement dated
as of August
8, 2007 by the Purchaser in favour of the Vendor under the Original
Agreement with respect to the pledge of 12,619,460 of the Shares
(the
"Share Pledge
Agreement"). The Vendor and the Purchaser agree that the
Share Pledge Agreement is hereby cancelled and is of no force
or effect
from the date hereof and the Vendor agrees to return the Share
Pledge
Agreement to the Purchaser for cancellation and return to the
Purchaser
certificates representing any Shares pledged thereunder, if any,
on or
before the Closing Date.
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(e)
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Upon
execution hereof, this Agreement shall amend, restate, supersede
and
replace the Original Agreement and the Original Agreement shall
be of no
force or effect from the date
hereof.
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2.2 Purchase
and Sale of Purchased
Shares. Subject to the terms and conditions hereof, the Vendor
hereby sells, conveys, assigns, transfers and sets over absolutely to the
Purchaser, and the Purchaser hereby purchases from the Vendor, all of the
Vendor's rights, title and interest, directly or indirectly, beneficial
or
otherwise, in and to the Purchased Shares, effective on and as of the
Closing.
2.3 Purchase
Price.
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(a)
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The
purchase price payable by the Purchaser to the Vendor for the
Purchased
Shares shall be $131,000 in the aggregate (the "Purchase
Price"). The Vendor acknowledges receipt of $111,000 of
the Purchase Price from the
Purchaser.
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(b)
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The
Purchaser shall satisfy the balance of the Purchase Price by
delivery to
the Vendor on or prior to Closing cheque(s), wire transfer(s)
or cash in
the aggregate amount of $20,000 payable to the Vendor or as the
Vendor may
direct.
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2.4 Pledge
of
Shares. Deleted intentionally.
2.5 Purchase
and Sale of Intellectual
Property. The Parent and the Corporation agree that, for a
purchase price of $1.00, the Parent hereby acquires from the Corporation
all of
the Corporation’s right, title and interest in and to the name "Racino Royale,
Inc." or substantially similar names and all of the Corporation’s right, title
and interest in and to the "Racino Royale, Inc." URL (the URL and the name
"Racino Royale, Inc." being, collectively, the "IntellectualProperty"). The
Purchaser and the Vendor acknowledge and agree that the Parent has bought
the
Intellectual Property and the Purchaser agrees to, on or before the six
month
anniversary date of this Agreement, use its best efforts to cause the
Corporation to change its name, through shareholder vote, merger or directors
vote (as a Nevada corporation) from Racino Royale, Inc. to such other name
as
the Purchaser may deem appropriate.
ARTICLE 3
REPRESENTATIONS
AND
WARRANTIES
3.1 Representations
and Warranties of the
Vendor. The Vendor represents and warrants to the Purchaser as
follows (which representations and warranties shall continue to be true
as of
the Closing Date as if they were made on the Closing Date) and acknowledges
that
the Purchaser is relying upon such representations and warranties in connection
with the entering into of this Agreement and the Option Agreement, the
purchase
by the Purchaser of the Purchased Shares and the granting of the Option
by the
Vendor to the Purchaser:
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(a)
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Capacity. The
Vendor is a corporation duly incorporated, organized and validly
subsisting and in good standing under the laws of Delaware. The
Vendor has all necessary corporate power and capacity and is
qualified to
own, lease and operate its property and assets and to conduct
its business
at and in the places where such property and assets are now owned,
leased
or operated or such business is now conducted. The Vendor has
all the necessary corporate power and authority to enter into
this
Agreement, the Option Agreement and other agreements and instruments
contemplated herein and perform its obligations hereunder and
thereunder.
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(b)
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Agreement
Binding. Each of this Agreement and the Option Agreement
has been duly executed and delivered by the Vendor and is a valid
and
binding obligation of the Vendor enforceable against the Vendor
in
accordance with its terms except as such enforcement may be limited
by
applicable bankruptcy, insolvency or other laws of general application
affecting the rights of creditors and the availability of equitable
remedies such as specific performance and injunction which are
only
available in the discretion of the court from which they are
sought.
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(c)
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No
Violation. The execution and delivery of this Agreement
and the Option Agreement by the Vendor, and the performance of
its
obligations hereunder and thereunder, do not (or would not with
the giving
of notice, the lapse of time or the
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4
happening
of any event or condition) result in the violation of any terms or provisions
of
any law applicable to (including all Securities Laws), or the constating
documents of, the Vendor or of any agreement, written or oral, to which
the
Vendor is a party or by which it is bound.
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(d)
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Title. The
Vendor is the sole legal and beneficial owner of the Shares and
has good
and marketable title to the Shares free and clear of any mortgages,
charges, pledges, security interests or other
encumbrances.
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(e)
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Approvals
and
Consents. No authorization, consent or approval of any
person, including any governmental authority, is required in
connection
with the execution, delivery or performance of this Agreement
and the
Option Agreement by the Vendor, the sale of the Purchased Shares
or the
granting of the Option by the Vendor to the
Purchaser.
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(f)
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No
Option to
Purchase. No person, firm or corporation has any
agreement, option or any right capable of becoming an agreement
or option
for the purchase from the Vendor of any of the Shares except
the
Option.
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(g)
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No
Shareholders'
Agreement. The Vendor is not a party to any
shareholders' agreement made among any shareholders of the Corporation
and
there is no unanimous shareholders' agreement among shareholders
of the
Corporation.
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(h)
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No
Liabilities.
The Corporation has no outstanding liabilities, real or
contingent, to the Vendor.
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(i)
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Capacity
of the
Corporation. The Corporation is a corporation duly
incorporated, organized and validly subsisting and in good standing
under
the laws of the State of Nevada. The Corporation has all
necessary corporate power and capacity and is qualified to own,
lease and
operate its property and assets and to conduct its business at
and in the
places where such property and assets are now owned, leased or
operated or
such business is now conducted.
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(j)
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Trading
of
Shares. The common shares of the Corporation are quoted
on the Over the Counter Bulletin Board under the symbol
"RCNR".
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(k)
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Withholding
Taxes. The Corporation has no obligation to pay
withholding taxes in Canada or in the United States of
America.
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3.2 Representations
and Warranties of
Purchaser. The Purchaser represents and warrants to the Vendor
as follows (which representations and warranties shall continue to be true
as of
the Closing Date as if they were made on the Closing Date) and acknowledges
that
the Vendor is relying upon such representations and warranties in connection
with the entering into of this Agreement and the Option Agreement, the
sale by
the Vendor of the Purchased Shares and the granting by the Vendor to the
Purchaser of the Option:
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(a)
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Capacity. The
Purchaser is a corporation duly established and validly existing
under the
laws of the Province of Ontario, has the necessary capacity and
authority
to execute and deliver this Agreement and the Option Agreement
and
to
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observe
and perform its covenants and obligations hereunder and thereunder and
has taken
all necessary action in respect thereof;
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(b)
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Agreement
Binding. Each of this Agreement and the Option Agreement
has been duly authorized, executed and delivered by the Purchaser,
and is
a valid and binding obligation of the Purchaser, enforceable
against the
Purchaser in accordance with its terms, except as such enforcement
may be
limited by applicable bankruptcy, insolvency or other laws of
general
application affecting the rights of creditors and the availability
of
equitable remedies such as specific performance and injunction
which are
only available in the discretion of the court from which they
are
sought.
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(c)
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No
Violation. The execution and delivery of this Agreement
and the Option Agreement by the Purchaser, and the performance
of the
Purchaser's obligations hereunder and thereunder, do not (or
would not
with the giving of notice, the lapse of time or the happening
of any event
or condition) result in the violation of any terms or provisions
of any
law applicable to or, if applicable, the constating documents
of the
Purchaser or
of any agreement, written or oral, to which the Purchaser is
a party or by
which the Purchaser is bound.
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(d)
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Approvals
and
Consents. No authorization, consent or approval of any
person, including any governmental authority, is required in
connection
with the execution, delivery or performance of this Agreement
and the
Option Agreement by the Purchaser, the purchase of the Purchased
Shares by
the Purchaser or the granting of the Option to the
Purchaser.
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3.3 Representations
and Warranties of the
Corporation.
The
Corporation represents and warrants
to the Purchaser as follows (which representations and warranties shall
continue
to be true as of the Closing Date as if they were made on the Closing Date)
and
acknowledges that the Purchaser is relying upon such representations and
warranties in connection with the entering into of this Agreement and the
Option
Agreement, the purchase by the Purchaser of the Purchased Shares and the
granting of the Option by the Vendor to the Purchaser.
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(a)
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Capacity. The
Corporation is a corporation duly incorporated, organized and
validly
existing and in good standing under the laws of the State of
Nevada. The
Corporation has all necessary corporate power and capacity and
is
qualified to own, lease and operate its property and assets and
to conduct
its business at and in the places where such property and assets
are now
owned, leased or operated or such business is now
conducted. The Corporation has all the necessary corporate
power and authority to enter into this Agreement, the Option
Agreement and
other agreements and instruments contemplated herein and perform
its
obligations hereunder and
thereunder.
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(b)
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Agreement
Binding.
Each of this Agreement and the Option Agreement has been duly
executed and
delivered by the Corporation and is a valid and binding obligation
of the
Corporation enforceable against the Company in accordance with
its terms
except as such enforcement may be limited by applicable bankruptcy,
insolvency or other laws of general
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application
affecting the rights of creditors and the availability bankruptcy, insolvency
or
other laws of general application affecting the rights of creditors and
the
availability of equitable remedies such as specific performance and injunction
which are only available in the discretion of the court from which they
are
sought.
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(c)
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No
Violation. The execution and delivery of this Agreement
and the Option Agreement by the Corporation, and the performance
of its
obligations hereunder and thereunder, do not (or would not with
the giving
of notice, the lapse of time or the happening of any event or
condition)
result in the violation of any terms or provisions of any law
applicable
to (including all Securities Laws), or the constituting documents
of, the
Company or of any agreement, written or oral, to which the Corporation
is
a party or by which it is bound.
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(d)
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Approvals
and
Consents. No authorization, consent or approval of any
person, including any governmental authority, is required in
connection
with the execution, delivery or performance of this Agreement
and the
Option Agreement by the
Corporation.
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(e)
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Current
Filings. The Corporation represents that it is current
in all of its filings under the Exchange Act and that it has
not been
informed by the SEC that any of such filings is under
review.
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(f)
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Trading
of
Shares. The common shares of the Corporation are quoted
on the Over the Counter Bulletin Board under the symbol "RCNR"
and the
Corporation has not received any notice of an intent to remove
such
quotation.
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(g)
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Absence
of
Liabilities. Except as disclosed in the Form 10-QSB for
the quarter ended September 30, 2007, the Company has no liabilities,
except those arising in the ordinary course of business and which
in no
event exceed $50,000 in the aggregate. For a period of six
months from the date hereof, the Corporation will not occur any
indebtedness, other than in the ordinary course of business,
without the
prior written consent of the
Purchaser.
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(h)
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Legal
Proceedings. Except as disclosed in the Corporation’s
Form 10-QSB for the quarter ended September 30, 2007, the Corporation
is
not a party to any legal
proceeding.
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3.4 Survival
of Representations and
Warranties. The representations and warranties of each Party
contained in this Agreement shall survive the Closing for a period of three
(3)
years and thereafter terminate and be of no further force and
effect.
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ARTICLE 4
COVENANTS
4.1 Covenants
of the Vendor. The Vendor
covenants and
agrees with the Purchaser that:
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(a)
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the
Vendor will make or cause to be made all regulatory filings and
pay or
cause to be paid all filing fees required to be made or paid
by the Vendor
with the OSC, SEC and other applicable securities regulatory
authorities
with respect to the sale of the Shares from the Vendor to the
Purchaser
within the time period prescribed by applicable Securities Laws;
and
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(b)
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the
Vendor shall enter into the Option Agreement and shall sell the
Option
Shares to the Purchaser in accordance with the terms of the
Option.
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4.2 Covenants
of Purchaser. The Purchaser
covenants
and agrees with the Vendor that:
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(a)
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the
Purchaser will execute and deliver all documentation required
by the
Securities Laws and by applicable securities regulatory authorities
in
connection with its purchase of the Purchased Shares and the
Option
Shares; and
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(b)
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the
Purchase will deliver to the Vendor registration instructions
with respect
to the registration of the Purchased Shares at least five (5)
Business
Days prior to the Closing Date.
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4.3 Non-Disclosure. The
Parties agree
that no disclosure will be made with respect to the existence of this Agreement
or the transaction of purchase and sale contemplated herein unless:
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(a)
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it
is approved in advance by all Parties acting reasonably,
or
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(b)
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it
is required by law including any Securities
Law,
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and
if
such disclosure is required, the Party making the disclosure shall use
reasonable efforts to give prior oral or written notice to the other Party,
and
if such prior notice is not possible, to give such notice immediately following
the making of such disclosure.
ARTICLE 5
CONDITIONS
ON
CLOSING
5.1
The
Purchaser's obligation to purchase the Purchased Shares and the Option
Shares is
subject to the conditions that:
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(a)
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the
purchase of the Purchased Shares and the Option Shares by the
Purchaser
from the Vendor is exempt from the registration requirements
and
prospectus filing requirements under applicable Securities
Laws;
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(b)
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the
Option Agreement shall have been executed and delivered on or
prior to the
Closing Date; and
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(c)
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5.2 If
any of
the conditions contained in Section 5.1 shall
not be performed or fulfilled at or prior to the time of Closing to the
satisfaction of the Party benefiting from the condition, acting reasonably,
such
Party may, by notice to the other Party, terminate this Agreement and the
obligations of the Parties under this Agreement. Any such condition
may be waived in whole or in part by the Party benefiting from the condition
without prejudice to any claims it may have for breach of covenant,
representation or warranty.
ARTICLE 6
DELIVERIES
6.1 Deliveries
of the
Vendor. The Vendor shall deliver or cause to be delivered to
the Purchaser on or before the Closing Date the following:
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(a)
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share
certificates representing the Purchased Shares duly registered
as directed
by the Purchaser;
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(b)
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resolutions
of the board of directors of the Vendor approving the sale of
the
Purchased Shares from the Vendor to the Purchaser, the granting
of the
Option by the Vendor to the Purchaser and the execution and delivery
of
this Agreement and other documents contemplated
herein;
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(c)
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the
Promissory Note returned by the Vendor to the Purchaser for
cancellation;
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(d)
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the
Share Pledge Agreement returned by the Vendor to the Purchaser
for
cancellation and certificates representing any Shares pledged
thereunder,
if any, returned by the Vendor to the
Purchaser;
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(e)
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the
Option Agreement executed by the Vendor and the Corporation;
and
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(f)
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any
other resolutions or consents or any other documents that may
be required
to effect the transaction contemplated
hereunder.
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6.2 Deliveries
of the
Purchaser. The Purchaser shall deliver to the Vendor on or
before the Closing Date:
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(a)
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cheque(s)
or wire transfer(s) in the aggregate amount of $20,000 payable
to the
Vendor representing the balance of the Purchase Price for the
Purchased
Shares due on the Closing Date; and
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(b)
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the
Option Agreement executed by the
Purchaser.
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ARTICLE 7
MISCELLANEOUS
7.1 Expenses. Each
Party shall be responsible for its own legal fees and other charges incurred
in
connection with the negotiation of this Agreement.
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7.2 Further
Assurances. Each of the Parties shall promptly do, execute,
deliver or cause to be done, executed or delivered all further acts, documents
and things in connection with this Agreement that the other Party may reasonably
require for the purposes of giving effect to this Agreement and take all
such
steps as may be reasonably within its power to implement to their full
extent
the provisions of this Agreement.
7.3 Survival
of
Covenants. To the extent that they have not been fully
performed at or prior to the time of Closing, all covenants shall survive
the
Closing and shall continue indefinitely notwithstanding the
Closing.
7.4 Entire
Agreement. This Agreement and the Option Agreement constitute
the entire agreement between the Parties concerning the subject matter
hereof
and supersedes all prior statements, representations, discussions, negotiations
and agreements, both oral and written (including the Original Agreement),
concerning the subject matter hereof.
7.5 Amendment,
Waiver. No amendment, waiver or termination of this Agreement
shall be binding unless executed in writing by the Party to be bound thereby
and
no such amendment or waiver shall extend to anything other than the specific
subject matter thereof. The failure at any time of a Party to insist
upon strict performance of any provision of this Agreement shall not limit
the
ability of that Party to insist at any future time whatsoever upon the
performance of the same or any other provision (except insofar as that
Party may
have given a valid and effective waiver or release).
7.6 Notices. Any
notice, certificate, consent, determination, or other communication required
or
permitted to be given or made under this Agreement shall be in writing
and shall
be effectively given and made if (i) delivered personally, (ii) sent
by courier service, or (iii) sent by fax, in each case to the applicable
address set out below:
For
the
Vendor:
ETIFF
Holdings, LLC
000
Xxxxx
Xxxxxx Xxxx, Xxxxx 000
Xxxxxxx,
Xxxxxxx X0X 0X0
Fax:
905-833-9847
Attention: Xxxxx
Xxxxxxx
For
Purchaser:
Foundation
Venture Leasing Inc., in Trust
00
Xxxxxxxxxx Xxxxxx Xxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxx X0X 0X0
Fax:
416-941-8852
Attention: Xxxxxx
Xxxxxxx
9
Any
such
communication so given shall be deemed to have been given and received
on the
day of delivery if delivered, or on the day of faxing, provided that such
day in
either event is a Business Day and the communication is so delivered, or
faxed,
before 4:30 p.m. (local time) on such day. Otherwise, such
communication shall be deemed to have been given and received on the next
following Business Day. Any Party may change its address under this
section by notice to the other Party given in the manner provided in this
section.
7.7 Severability. Each
of the provisions contained in this Agreement is distinct and severable
and a
declaration of invalidity or unenforceability of any provision of this
Agreement
by a court of competent jurisdiction, including the breadth or scope of
such
provision, shall not affect the validity or enforceability of any other
provision, or part thereof, of this Agreement. To the extent
permitted by applicable law, the Parties waive any provision of law which
renders any provision of this Agreement invalid or unenforceable in any
respect.
7.8 Successors. This
Agreement shall be binding upon and shall enure to the benefit of the Parties
hereto and their respective successors and permitted assigns.
7.9 Assignment. This
Agreement may not be assigned by a Party without the prior written consent
of
the other Party.
7.10 Counterparts. This
Agreement may be executed in counterparts, each of which shall be considered
an
original and both of which taken together shall constitute a single
agreement. For the purposes of this Section 7.10,
a facsimile copy of an executed counterpart of this Agreement shall be
deemed to
be an original.
7.11 Governing
Law. This
Agreement shall be governed by and construed in accordance with the laws
of the
Province of Ontario and the laws of Canada applicable therein. Each
of the Parties hereto hereby attorns to the jurisdiction of the courts
of the
Province of Ontario in the event of a dispute.
7.12 Independent
Legal Advice. The
Parties hereby acknowledge that they have either been represented by independent
legal counsel in respect of the negotiation and completion of this Agreement
and
the matters contemplated herein or have been provided the opportunity to
obtain
independent legal counsel. The Parties also acknowledge that Fogler,
Xxxxxxxx LLP and Xxxx Xxxxxxx were acting for the Purchaser and were not
acting
for the Vendor or the Company. To the extent that a Party hereto has
declined to receive independent legal counsel, such Party hereby waives
the
right, should a dispute later develop, to rely on its lack of independent
legal
counsel to avoid its obligations, to seek indulgences from the other Parties
hereto or to otherwise attack the integrity of this Agreement or any of
the
provisions hereof, in whole or in part.
10
IN
WITNESS WHEREOF the Parties
hereto have executed this Agreement.
ETIFF
HOLDINGS, LLC.
Per:
Name:
Title:
I
have
the authority to bind the corporation.
FOUNDATION
VENTURE LEASING INC., in Trust
Per:
Name:
Name:
Title:
I
have
the authority to bind the corporation.
EIGER
TECHNOLOGY, INC.
Per:
Name:
Title:
I
have
the authority to bind the corporation.
RACINO
ROYALE, INC.
Per:
Name:
Title:
I
have
the authority to bind the corporation.
11
EXHIBIT
"1"
FORM
OF OPTION AGREEMENT
