AMENDMENT TO SHARE EXCHANGE AGREEMENT
AMENDMENT TO SHARE EXCHANGE AGREEMENT
THIS AMENDMENT TO THE SHARE EXCHANGE AGREEMENT (this “Amendment”) is made as of the 9th day of
July, 2004
BETWEEN:
TERRA NOSTRA TECHNOLOGY LTD., a corporation duly constituted under the laws of the State of Nevada, USA, and having an office at 0000, xx xx Xxxxxxxx, xxxxx 000, Xxxxxxxx Xxxxxx, X0X 0X0
(“Terra Nostra”) OF THE FIRST PART
AND:
9126-2238 QUÉBEC INC., a corporation duly constituted under the laws of the Province of Quebec and having its registered head office at 000, xxx 000, xxx XxxXxxxxx, xxxxx 000, Xx-Xxxx-Xxx-Xxxxxxxxx (Xxxxxx), X0X 0X0
(“Québec Inc.”) OF THE SECOND PART
AND:
XXXXX XXXXXX, a businessman whose address is 0000 Xxxxxx xx Xxxxx, Xx-Xxxxxxx, Xxxxxx, X0X 0X0
(“Xxxxxx”) OF THE THIRD PART
AND:
XXXXXXXXXXX CAPITAL INC., a Canadian federal corporation and having an office at 1000 de la Gauchetiere West, Suite 2400, Xxxxxxxx, Xxxxxx X0X 0X0
(“Xxxxxxxxxxx”) OF THE FOURTH PART
AND:
XXXXXXXX XXXXXXXXXX, a businessman whose address is 0000 Xxxxxx xx Xxxxx, Xx-Xxxxxxx, Xxxxxx, X0X 0X0
(“Xxxxxxxxxx”) OF THE FIFTH PART
AND:
XXXX XXXXXXXX, a businessman whose address is 0000 Xxxxxx xx Xxxxx, Xx-Xxxxxxx, Xxxxxx, X0X 0X0
(“Xxxxxxxx”) OF THE SIXTH PART
WHEREAS:
A.
A Share Exchange Agreement was signed as of March 30th 2004 between Terra Nostra and Québec Inc to resolve a dispute between Terra Nostra and Québec Inc. (the “Agreement”)
B.
Considering that the Agreement could not be accomplished as contemplated, the parties thereof wish to amend the Agreement which includes the addition to the Agreement of Nadeau, Lamontagne, Xxxxxxxx and Xxxxxxxxxxx as parties.
NOW THEREFORE in consideration of the covenants, representations and warranties set forth herein and such other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1.
Prior hereto, Québec Inc has remitted a total of 14,588,667 shares of Terra Nostra’s common stock (the “Terra Nostra Shares”), which shall be retained by Terra Nostra in exchange for the shares of Corporation CCIP ( the “CCIP Shares”)as detailed in schedule A, appended hereto.
2.
Prior hereto Quebec Inc. has also remit resignations of Xxxxx Xxxxxx, Xxxxxxxx Xxxxxxxxxx and Xxxx Xxxxxxxx which are effective as detailed in Schedule B, appended Heroto.
3.
Québec Inc. and Xxxxx Xxxxxx warrant that they have the full right and authority to remit the Terra Nostra Shares.
4.
Terra Nostra has remit to Quebec inc., the Minute Book of corporation CCIP. All share certificates have been endorsed by M. Xxxxx Xxxxx president of Terra Nostra.
5.
The parties acknowledge that Terra Nostra will not proceed with the spin-off of CCIP.
6.
Quebec Inc. confirms and agrees to renounce to the promissory note in the amount of thirty thousand dollars (30,000 $) as detailed in the Share Exchange Agreement signed on March 30th 2004.
7.
Nadeau, Fournier, Xxxxxxxxxxx and Xxxxxxxxxx guarantee all of the obligations and declarations of Quebec Inc. and Xxxxxx as set forth in this Amendment.
8.
Terra Nostra further agrees to renounce to the payment of an amount of 47, 176 $ CAD or 36,000 $ USD due by Corporation CCIP or its director to Terra Nostra. Therefore Terra Nostra confirms and agrees that there are no other amounts due or expected from Corporation CCIP.
9.
Terra Nostra further agrees and renounce to all amount to be requested regarding works of research and development realise by Corporation CCIP.
10.
CCIP, Nadeau, Fournier, Xxxxxxxxxx and Quebec Inc. confirm and declare that they have no rights directly or indirectly on any research, work, result, grants, subsidies or tests on
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11.
Beauvaria Bassiana against the Colorado Potato Beetle, also on Ephestia, Sitotroga, kuchniella, cerealella or Trichogrammes, the homologation, registration or anything that arise from any of those domains including the methodology of production and the mechanical production of Ephestia. They further declare that they will not enter to do any work or claim anything from those fields since all such intellectual property belongs to Biointégra Inc.
12.
All parties acknowledge that 9126-2238 Québec Inc. is and remain the sole property of Xxxxx Xxxxxx and was part of the deal between Terra Nostra and Corporation CCIP signed on March 26th, 2003.
13.
Terra Nostra warrant that they had the full right and authority to transfer the property of 9126-2238 Québec Inc. to Xxxxx Xxxxxx on March 26th, 2003. Terra Nostra also acknowledge that all fees required at the time of the contract on March 26th 2003 have been paid.
14.
Effective date. The parties hereto agree by the present, that this Amendment shall effective as of April 1st, 2004.
15.
The parties hereby agree that the respective representations and warranties set forth in the Agreement are true and correct as of the time that this Amendement is executed. None of the representations or warranties to Terra Nostra contained herein contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein not misleading.
16.
Binding Agreement. Upon acceptance of the terms of this Agreement by the parties hereto, this Agreement shall be deemed to constitute and shall be a legally valid and binding agreement.
17.
Further Assurances. The parties hereto agree to execute and deliver or cause to be executed and delivered all such further documents and instruments and do all such acts and things as either party may reasonably request to give full effect to the terms and conditions, intent and meaning of this Agreement.
18.
Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and in respect of the matters referred to herein and there are no representations, warranties, covenants, agreements, express or implied, collateral hereto other than as expressly set forth or referred to herein.
19.
Time of the Essence. Time shall be of the essence of this Agreement.
20.
Applicable Law and Attornment. This Agreement shall be governed and interpreted in accordance with the laws of the State of Nevada and the parties hereto irrevocably attorn to the non-exclusive jurisdiction of the courts of the State of Nevada.
21.
Enurement. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
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22.
Notice. Any notice, request, demand or other communication to be given under this Agreement will be in writing and shall be delivered by hand or by telecopy to the party at the following respective addresses:
To Terra Nostra:
0000, xx xx Xxxxxxxx, xxxxx 000
Xxxxxxxx (Xxxxxx) X0X 0X0
Facsimile Number: (000) 000-0000
To Quebec Inc.:
9126-2238 Québec Inc.
000, xxx XxxXxxxxx, xxxxx 000,
Xx-Xxxx-Xxx-Xxxxxxxxx (Xxxxxx), X0X 0X0
Facsimile Number: (000) 000-0000
To Xxxxxx:
Xxxxx Xxxxxx
0000 Xxxxxx xx Xxxxx, Xx-Xxxxxxx,
Xxxxxx, X0X 0X0
To Xxxxxxxxxxx:
Xxxxxxxxxxx Capital Inc.
0000 xx xx Xxxxxxxxxxx Xxxx, Xxxxx 0000,
Xxxxxxxx, Xxxxxx X0X 0X0
To Xxxxxxxxxx:
Xxxxxxxx Xxxxxxxxxx
0000 Xxxxxx xx Xxxxx, Xx-Xxxxxxx,
Xxxxxx, X0X 0X0
To Xxxxxxxx:
Xxxx Xxxxxxxx
0000 Xxxxxx xx Xxxxx, Xx-Xxxxxxx,
Xxxxxx, X0X 0X0
22.
Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all the parties hereto had signed the same agreement and all counterparts will be construed together and constitute one and the same instrument.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.
TERRA NOSTRA TECHNOLOGY LTD. a
9126-2238 QUÉBEC INC., a Québec
Nevada corporation
corporation
By:/s/ Xxxxx Xxxxx
By:/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxx
Name: Xxxxx Xxxxxx
Title: President
Title: President
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/s/ Xxxxx Xxxxxx
/s/ Xxxxxxxx Xxxxxxxxxx
Xxxxx Xxxxxx
Xxxxxxxx Xxxxxxxxxx
/s/ Xxxx Xxxxxxxx
/s Xxxxxxx Xxxxxxx
Xxxx Xxxxxxxx
Xxxxxxxxxxx Capital Inc
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