SHARE PURCHASE AND SALE AGREEMENT
THIS AGREEMENT is made as of the 1st day of April, 2005 AMONG:
GREENWORKS CORPORATION, a company formed pursuant to the laws of
the State of Delaware and having an office for business located at ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ("GreenWorks")
AND:
GREENSHIFT CORPORATION, a company formed pursuant to the laws of
the State of Delaware and having an office for business located
at ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ("GreenShift")
AND:
VIRIDIS CAPITAL, L.L.C., a company formed pursuant to the laws
of the State of New Jersey and having an office for business
located at ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ("Viridis")
WHEREAS:
A. Viridis owns 100% of the presently issued and outstanding GreenShift
Shares;
B. GreenShift owns approximately 55% of the issued and outstanding
capital stock of Veridium Corporation, a Delaware corporation, and
about 40% of the issued and outstanding capital stock of GreenWorks;
C. GreenWorks is a reporting company whose common stock is quoted on the
NASD Bulletin Board; and,
D. GreenWorks desires to purchase and acquire and Viridis and GreenShift
desire to sell, convey, assign and transfer, or cause to be sold,
conveyed, assigned and transferred, to GreenWorks, GreenShift's equity
ownership in Veridium pursuant to this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the
premises and the mutual covenants, agreements, representations and
warranties contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.1 Definitions
In this Agreement the following terms will have the following meanings:
(a) "Acquisition" means the Acquisition, at the Closing, of the
Veridium Shares by GreenWorks pursuant to this Agreement;
(b) "Agreement" means this share purchase agreement among
GreenWorks, Viridis and GreenShift;
(c) "Closing" means the completion, on the Closing Date, of the
transactions contemplated hereby in accordance with the terms hereof;
(d) "Closing Date" means the day on which all conditions precedent
to the completion of the transaction as contemplated hereby have been
satisfied or waived;
(e) "GEC" means GreenWorks' wholly-owned subsidiary, GreenWorks
Engineering Corporation; and,
(f) "Veridium Shares" means 7,106,382 fully paid and non-assessable
shares of Veridium common stock, 627,122 fully paid and non-assessable
shares of Veridium Series A preferred stock, 966,968 fully paid and non-
assessable shares of Veridium Series B preferred stock, 750,000 fully paid
and non-assessable shares of Veridium Series C preferred stock, an option to
purchase 187,500 shares of Veridium Series B preferred stock at $4.00 per
share, and an option to purchase 375,000 shares of Veridium Series C
preferred stock at $4.00 per share, each of which to be transferred to
GreenWorks at Closing pursuant to the terms of the Acquisition (the
Certificates of Designations for Veridium's Series A, Series B and Series C
preferred stock are attached hereto in Exhibits J, K and L, respectively).
Any other terms defined within the text of this Agreement will have the
meanings so ascribed to them.
Section 1.2 Captions and Section Numbers
The headings and section references in this Agreement are for convenience of
reference only and do not form a part of this Agreement and are not intended
to interpret, define or limit the scope, extent or intent of this Agreement
or any provision thereof.
Section 1.3 Section References and Schedules
Any reference to a particular "Article", "section", "paragraph", "clause" or
other subdivision is to the particular Article, section, clause or other
subdivision of this Agreement and any reference to a Schedule by letter will
mean the appropriate Schedule attached to this Agreement and by such
reference the appropriate Schedule is incorporated into and made part of
this Agreement
Section 1.4 Severability of Clauses
If any part of this Agreement is declared or held to be invalid for any
reason, such invalidity will not affect the validity of the remainder which
will continue in full force and effect and be construed as if this Agreement
had been executed without the invalid portion, and it is hereby declared the
intention of the parties that this Agreement would have been executed
without reference to any portion which may, for any reason, be hereafter
declared or held to be invalid.
ARTICLE II
THE ACQUISITION
Section 2.1 Purchase and Sale of Veridium Shares
Viridis and GreenShift hereby agree to sell to GreenWorks the Veridium
Shares in exchange for the payment of the Purchase Price and the provision
of the Adjustment Rights on the Closing Date and to transfer to GreenWorks
on the Closing Date a 100% undivided interest in and to the Veridium Shares
free from all liens, mortgages, charges, pledges, encumbrances or other
burdens with all rights now or thereafter attached thereto, except as set
forth on Schedule 2.1 or otherwise referred to herein.
(a) Purchase Price. In consideration for the Veridium Shares,
GreenWorks shall: (i) assume all rights and obligations of GreenShift
pursuant to that certain Securities Purchase Agreement dated as of December
22, 2004, by and between Seller and Cornell Capital Partners, LP, a Delaware
limited partnership, and all agreements executed or delivered in connection
therewith (collectively, the "Cornell Liabilities"); and (ii) issue to
Seller FORTY-SIX MILLION THREE HUNDRED THOUSAND (46,300,000) shares of
GreenWorks common stock (the "GreenWorks Shares") subject to the provisions
of Section 2.1(b) hereof.
ARTICLE III
THE CLOSING
Section 3.1 Closing
The consummation of the transactions contemplated by this Agreement (the
"Closing") shall take place on or before March 31, 2005 at GreenWorks' place
of business (the date of the Closing being herein referred to as the
"Closing Date").
Section 3.2 Deliveries at Closing
(a) At the Closing, the Seller shall deliver to the Purchaser:
(i) duly executed instruments or other evidence sufficient
to transfer to Purchaser the Veridium Shares;
(ii) any documents or certificates that are necessary to
transfer to Purchaser good, clear and marketable title all of the Veridium
Shares;
(iii) an acknowledgement from Seller of the satisfaction of
the conditions precedent set forth in Section 6 hereof; and,
(iv) all opinions, certificates and other instruments and
documents required by the terms of this Agreement to be delivered by Seller
at or prior to Closing or otherwise required in connection with the
Acquisition.
(b) At the Closing, the Purchaser shall deliver to the Seller:
(i) a duly executed assignment and assumption of the Cornell
Liabilities in accordance with the Purchase Price provisions hereof attached
hereto as Exhibit A;
(ii) share certificates representing the GreenWorks Shares duly
issued in the name of Seller;
(iii) certified copies of such resolutions of the directors of
Purchaser as are required to be passed to authorize the execution, delivery
and implementation of this Agreement;
(iv) an acknowledgement from Purchaser of the satisfaction of
the conditions precedent set forth in Section 6 hereof; and,
(v) all documents required to be delivered by Purchaser to
Seller at or prior to the Closing Date in connection with this Agreement.
Section 3.3 Post-Closing Matters
Forthwith after the Closing, the parties, as the case may be, agree to use
all their best efforts to:
(a) effect the dissolution of GreenShift and file or cause to be
filed with the Secretary of State of Delaware a certificate of dissolution
for GreenShift;
(b) file an information statement for GreenWorks and amendment to
GreenWorks' articles of incorporation authorizing and effecting a name
change to "GreenShift Corporation"; and,
(c) file an amendment to GEC's articles of incorporation authorizing
and effecting a name change to "GreenWorks Corporation".
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF GREENSHIFT
GreenShift represents and warrants that as of the date hereof and as of the
Closing Date, the following representations shall be true and correct and in
full force and effect:
Section 4.1 Organization and Good Standing
GreenShift is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware. GreenShift is duly
qualified to do business and is in good standing as a foreign corporation
in each jurisdiction where qualification as a foreign corporation or
otherwise is required to conduct its business.
Section 4.2 Authority, Approvals and Consents
GreenShift has the corporate power and authority to enter into this
Agreement and to perform their obligations hereunder. The execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized and validly
approved by the Board of Directors of GreenShift and by their respective
stockholders and no other corporate or other proceedings on the part of
GreenShift are necessary to authorize and approve this Agreement and the
transactions contemplated hereby. GreenShift hereby expressly represents
that they have fully and properly complied with all aspects of applicable
Delaware corporate law in entering into this Agreement and for consummating
the transactions contemplated hereunder. This Agreement has been duly
executed and delivered by, and constitutes a valid and binding obligation of
GreenShift, enforceable against GreenShift in accordance with its terms.
Section 4.3 Consents and Approvals
No consent, approval, or authorization of, or declaration, filing, or
registration with, any Governmental Entity will be required to be made or
obtained by GreenShift in connection with the execution, delivery, and
performance of this Agreement and the consummation of the transactions
contemplated hereby.
Section 4.4 No Violations
Neither the execution, delivery, or performance of this Agreement by
GreenShift, nor the consummation by GreenShift of the transactions
contemplated hereby, nor compliance by GreenShift with any of the
provisions hereof will (a) conflict with or result in any breach of any
provisions of the certificate of incorporation or bylaws of the GreenShift,
(b) result in a violation, or breach of, or constitute (with or without due
notice or lapse of time) a default (or give rise to any right of
termination, cancellation, vesting, payment, exercise, acceleration,
suspension or revocation) under any of the terms, conditions or provisions
of any contract, agreement or any material note, bond, mortgage, deed of
trust, security interest, indenture, license, contract, agreement, plan or
other instrument or obligation to which GreenShift is a party or (c)
violate any order, writ, injunction, decree, statute, rule or regulation
applicable to GreenShift, except in the case of clauses (b) or (c) for
violations, breaches, defaults, terminations, cancellations, accelerations,
creations, impositions, suspensions or revocations that would not be
reasonably likely to have a Material Adverse Effect.
Section 4.5 Binding Nature
This Agreement shall be, when duly executed and delivered, a legally binding
obligation of the GreenShift enforceable in accordance with its terms.
Section 4.6 Non-Merger and Survival
The representations and warranties of GreenShift contained herein will be
true at and as of Closing in all material respects as though such
representations and warranties were made as of such time. Notwithstanding
the completion of the transactions contemplated hereby, the waiver of any
condition contained herein (unless such waiver expressly releases a party
from any such representation or warranty) or any investigation made by
GreenWorks, the representations and warranties of GreenShift shall survive
the Closing.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
GreenWorks represents and warrants that as of the date hereof and as of the
Closing Date, the following representations shall be true and correct and in
full force and effect:
Section 5.1 Organization and Good Standing
GreenWorks is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware. GreenWorks is duly
qualified to do business and is in good standing as a foreign corporation
in each jurisdiction where qualification as a foreign corporation or
otherwise is required to conduct its business.
Section 5.2 Authority, Approvals and Consents
GreenWorks has the corporate power and authority to enter into this
Agreement and to perform their obligations hereunder. The execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized and validly
approved by the Board of Directors of GreenWorks and by their respective
stockholders and no other corporate or other proceedings on the part of
GreenWorks are necessary to authorize and approve this Agreement and the
transactions contemplated hereby. GreenWorks hereby expressly represents
that they have fully and properly complied with all aspects of applicable
Delaware corporate law in entering into this Agreement and for consummating
the transactions contemplated hereunder. This Agreement has been duly
executed and delivered by, and constitutes a valid and binding obligation of
GreenWorks, enforceable against GreenWorks in accordance with its terms.
Section 5.3 Consents and Approvals
No consent, approval, or authorization of, or declaration, filing, or
registration with, any Governmental Entity will be required to be made or
obtained by GreenWorks in connection with the execution, delivery, and
performance of this Agreement and the consummation of the transactions
contemplated hereby.
Section 5.4 No Violations
Neither the execution, delivery, or performance of this Agreement by
GreenWorks, nor the consummation by GreenWorks of the transactions
contemplated hereby, nor compliance by GreenWorks with any of the
provisions hereof will (a) conflict with or result in any breach of any
provisions of the certificate of incorporation or bylaws of the GreenWorks,
(b) result in a violation, or breach of, or constitute (with or without due
notice or lapse of time) a default (or give rise to any right of
termination, cancellation, vesting, payment, exercise, acceleration,
suspension or revocation) under any of the terms, conditions or provisions
of any contract, agreement or any material note, bond, mortgage, deed of
trust, security interest, indenture, license, contract, agreement, plan or
other instrument or obligation to which GreenWorks is a party or (c)
violate any order, writ, injunction, decree, statute, rule or regulation
applicable to GreenWorks, except in the case of clauses (b) or (c) for
violations, breaches, defaults, terminations, cancellations, accelerations,
creations, impositions, suspensions or revocations that would not be
reasonably likely to have a Material Adverse Effect.
Section 5.5 Binding Nature
This Agreement shall be, when duly executed and delivered, a legally binding
obligation of the GreenWorks enforceable in accordance with its terms.
Section 5.6 Non-Merger and Survival
The representations and warranties of GreenWorks contained herein will be
true at and as of Closing in all material respects as though such
representations and warranties were made as of such time. Notwithstanding
the completion of the transactions contemplated hereby, the waiver of any
condition contained herein (unless such waiver expressly releases a party
from any such representation or warranty) or any investigation made by
GreenShift, the representations and warranties of GreenWorks shall survive
the Closing.
ARTICLE VI
CONDITIONS PRECEDENT
Section 6.1 Conditions Precedent in Favor of GreenShift
The obligation of GreenShift to effect the transactions contemplated by this
Agreement shall be subject to the satisfaction or waiver at or prior to the
Closing Date of the following additional conditions:
(a) GreenWorks shall have performed in all material respects its
obligations under this Agreement required to be performed by GreenWorks at
or prior to the Closing Date;
(b) GreenWorks shall have duly executed and delivered that certain
Assignment and Assumption Agreement by and between GreenWorks and
GreenWorks Engineering Corporation ("GEC"), GreenWorks' wholly-owned
subsidiary, dated as of even date herewith, as acknowledged by ▇▇▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and
attached hereto as Exhibit B;
(c) GreenWorks shall have duly executed and delivered that certain
Option Agreement by and between GreenWorks, GEC and Acutus Capital, L.L.C.,
dated as of even date herewith and attached hereto as Exhibit F; and,
(b) each of the representations and warranties of GreenWorks
contained in this Agreement shall be true and correct as of the Closing Date
as if made at and as of such date, except where the failure of such
representation and warranty to be true and correct would not have a material
adverse effect on GreenWorks or the transactions contemplated by this
Agreement.
The conditions precedent set out in this section are inserted for the
exclusive benefit of GreenShift and any such condition may be waived in
whole or in part by GreenShift at or prior to the Closing by delivering to
GreenWorks a written waiver to that effect signed by GreenShift. In the
event that the conditions precedent set out in this section are not
satisfied on or before the Closing, GreenShift shall be released from all
obligations under this Agreement.
Section 6.2 Conditions Precedent in Favor of GreenWorks
The obligation of GreenWorks to effect the transactions contemplated by this
Agreement shall be subject to the satisfaction or waiver at or prior to the
Closing Date of the following additional conditions:
(a) GreenShift shall have performed in all material respects its
obligations under this Agreement required to be performed by GreenShift at
or prior to the Closing Date;
(b) GreenShift shall have duly executed and delivered that certain
Assignment and Assumption Agreement by and between GreenWorks and
GreenShift, dated as of even date herewith, as acknowledged by Cornell
Capital Partners, LP, and attached hereto as Exhibit A; and,
(c) each of the representations and warranties of GreenShift
contained in this Agreement shall be true and correct as of the Closing Date
as if made at and as of such date.
The conditions precedent set out in this section are inserted for the
exclusive benefit of GreenWorks and any such condition may be waived in
whole or in part by GreenWorks at or prior to the Closing by delivering to
GreenShift a written waiver to that effect signed by GreenWorks. In the
event that the conditions precedent set out in this section are not
satisfied on or before the Closing, GreenWorks shall be released from all
obligations under this Agreement.
Section 6.3 Nature of Conditions Precedent
The conditions precedent set forth in this Article are conditions of
completion of the transactions contemplated by this Agreement and are not
conditions precedent to the existence of a binding agreement. Each party
acknowledges receipt of the sum of $1.00 and other good and valuable
consideration as separate and distinct consideration for agreeing to the
conditions of precedent in favor of the other party or parties set forth in
this Article.
ARTICLE VII
TERMINATION, AMENDMENT, AND WAIVER
Section 7.1 Termination Events
This Agreement may be terminated at any time prior to the Closing Date as
follows:
(a) by mutual written agreement of the Purchaser and the Seller;
(b) by the Seller (provided that the Seller is not then in material
breach of any representation, warranty, covenant or other agreement
contained herein for which the Purchaser shall have previously notified the
Seller), if there has been a breach by the Purchaser of any of its
representations, warranties, covenants or agreements contained in this
Agreement, or any such representation and warranty shall have become untrue,
and such breach or condition has not been promptly cured within 30 days
following receipt by the Purchaser of written notice of such breach;
(c) by the Purchaser (provided that the Purchaser is not then in
material breach of any representation, warranty, covenant or other agreement
contained herein for which the Seller shall have previously notified the
Purchaser), if there has been a breach by the Seller of any of its
representations, warranties, covenants or agreements contained in this
Agreement, or any such representation and warranty shall have become untrue,
and such breach or condition has not been promptly cured within 30 days
following receipt by the Seller of written notice of such breach; and,
(d) by the Purchaser (provided that the Purchaser is not then in
material breach of any representation, warranty, covenant or other agreement
contained herein) at or prior to the Closing Date, if the Purchaser is not
satisfied with its due diligence review of the Business.
Section 7.2 Effect of Termination and Abandonment
In the event of termination of this Agreement pursuant to this Article VII,
written notice thereof shall be given as promptly as practicable to the
other party to this Agreement and this Agreement shall terminate and the
transactions contemplated hereby shall be abandoned, without further action
by any of the parties hereto. If this Agreement is terminated as provided
herein (a) there shall be no liability or obligation on the part of the
Seller, the Purchaser, or their respective officers, directors and
Affiliates, and all obligations of the parties shall terminate, except for
(i) the obligations of the parties pursuant to the Confidentiality
Agreement, and (ii) that a party that is in material breach of its
representations, warranties, covenants, or agreements set forth in this
Agreement shall be liable for damages occasioned by such breach, including
without limitation any expenses, including the reasonable fees and expenses
of attorneys, accountants and other agents, incurred by the other party in
connection with this Agreement and the transactions contemplated hereby;
provided, however, that the Purchaser shall not be deemed to be in material
breach of this Agreement solely by reason of its inability to satisfy one or
more of the conditions set forth in Section 6.2 if the Purchaser is
attempting to satisfy such conditions in good faith.
ARTICLE VII
GENERAL PROVISIONS
Section 8.1 Expenses
Each of the Parties hereto shall pay its own fees and expenses (including
the fees of any attorneys, accountants, or others engaged by such Party) in
connection with this Agreement and the transactions contemplated hereby
whether or not the transactions contemplated hereby are consummated.
Section 8.2 Paragraph Headings and Language Interpretations
The paragraph headings contained herein are for reference only and shall not
be considered substantive provisions of this Agreement. The use of a
singular or plural form shall include the other form, and the use of a
masculine, feminine or neuter gender shall include the other genders, as
applicable.
Section 8.3 Notices
All notices, claims, demands, and other communications hereunder shall be in
writing and shall be deemed given upon (a) confirmation of receipt of a
facsimile transmission, (b) confirmed delivery by a standard overnight
carrier or when delivered by hand, or (c) the expiration of five (5)
business days after the day when mailed by registered or certified mail
(postage prepaid, return receipt requested), addressed to the respective
parties at the following addresses (or such other address for a party as
shall be specified by like notice):
(a) If to the Purchaser, to:
GreenWorks Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇, President and Chief Financial Officer
and,
(b) If to the Seller, to:
GreenShift Corporation
▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Chief Executive Officer
Section 8.4 Assignments
This Agreement and all of the provisions hereof shall be binding upon and
inure to the benefit of the Parties hereto and their respective successors
and permitted assigns; provided, however, that neither this Agreement nor
any of the rights, interests, or obligations hereunder may be assigned by
any of the Parties hereto without the prior written consent of the other
Party, except that this Agreement and such rights, interests and obligations
may be assigned by Purchaser to one (1) or more Affiliates. Purchaser
agrees that any such assignment shall not relieve Purchaser of its
obligations hereunder.
Section 8.5 Entire Agreement
This Agreement (including the Schedules and any Exhibits hereto) embodies
the entire agreement and understanding of the Parties with respect to the
transactions contemplated hereby and supersedes all prior written or oral
commitments, arrangements, understandings and agreements with respect
thereto. There are no restrictions, agreements, promises, warranties,
covenants or undertakings with respect to the transactions contemplated
hereby other than those expressly sat forth herein.
Section 8.6 Modifications, Amendments and Waivers
At any time prior to the Closing, to the extent permitted by law, (i)
Purchaser and Seller may, by written agreement, modify, amend or supplement
any term or provision of this Agreement and (ii) any term or provision of
this Agreement may be waived in writing by the Party which is entitled to
the benefits thereof.
Section 8.7 Counterparts
This Agreement may be executed in two (2) or more counterparts, all of which
shall be considered one (1) and the same agreement and each of which shall
be deemed an original. Each Party shall receive a fully signed copy of this
Agreement.
Section 8.8 Governing Law
This Agreement shall be governed by the laws of the State of New Jersey and
the United States of America (regardless of the laws that might be
applicable under principles of conflicts of law or international law) as to
all matters including, but not limited to, matters of validity,
construction, effect and performance.
Section 8.9 Accounting Terms
All accounting terms used herein which are not expressly defined in this
Agreement shall have the respective meanings given to them in accordance
with generally accepted accounting principles on the date hereof.
Section 8.10 Severability
If any one (1) or more of provisions of this Agreement shall be held to be
invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions of this Agreement shall not be affected thereby.
To the extent permitted by applicable law, each party waives any provision
of law which renders any provision of this Agreement invalid, illegal or
unenforceable in any respect.
Section 8.11 Specific Performance
Purchaser and Seller recognize that any breach of the terms this Agreement
may give rise to irreparable harm for which money damages would not be an
adequate remedy, and accordingly agree that any non-breaching party shall
be entitled to enforce the terms of this Agreement by a decree of specific
performance without the necessity of proving the inadequacy as a remedy of
money damages. If specific performance is elected as a remedy hereunder,
the electing Party shall be deemed to have waive any claim for other
damages, except reasonable attorneys fees, costs of suit and expenses
related to the enforcement of specific performance.
Section 8.12 Consent to Jurisdiction
Seller and Purchaser hereby submit and consent to the exclusive venue and
jurisdiction of the Superior Court of the State of New Jersey, County of
Bergen, in respect of the interpretation and enforcement of the provisions
of this Agreement, and hereby waive and agree not to assert as a defense in
any action, suit or proceeding for the interpretation or enforcement of this
Agreement, that it is not subject thereto or that such action, suit or
proceeding may not be brought or is not maintainable in said courts or that
this Agreement may not be enforced in or by said courts or that its property
is exempt or immune from execution, that the suit, action or proceeding is
brought in an inconvenient forum, or that the venue of the suit, action or
proceeding is improper. Seller and Purchaser agree that service of process
may be made in any manner permitted by the laws of the State of New Jersey
or the federal laws of the United States in any such action, suit or
proceeding against Seller or Purchaser with respect to this Agreement.
Service of process upon such authorized agent shall be deemed, in every
respect, effective service of process upon Seller or Purchaser and shall
remain effective until Seller or Purchaser shall appoint another agent for
service or process acceptable to the other Party. Seller and Purchaser
agree that final judgment (with all right of appeal having expired or been
waived) against it in any such action, suit or proceeding shall be
conclusive and that the other Party is entitled to enforce such judgment in
any other jurisdiction by suit on the judgment, a certified copy of which
shall be conclusive evidence of the fact and amount of indebtedness arising
from such judgment.
Section 8.13 THE PARTIES ACKNOWLEDGE THAT THEY HAVE EACH RECEIVED A
COPY OF THIS AGREEMENT, THAT THEY HAVE READ AND FULLY UNDERSTAND THIS
AGREEMENT, AND THAT THEY HAVE BEEN ADVISED TO SEEK AND HAVE EITHER SOUGHT OR
WAIVED INDEPENDENT LEGAL COUNSEL OF THEIR CHOICE TO AID IN THEIR
UNDERSTANDING HEREOF.
Section 8.14 Binding Effect
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, successors, legal representatives and
assigns.
Section 8.15 Parties in Interest
Nothing in this Agreement, express or implied, is intended to confer upon
any Person not a Party to this Agreement any rights or remedies of any
nature whatsoever under or by reason of this Agreement.
Section 8.16 Furnishing Information; Announcements
Sellers shall not issue any press releases or otherwise make any statement,
public or otherwise, to any third party with respect to the transactions
contemplated hereby without the prior written consent of Purchaser. Any
notification of Sellers' employees of the transactions contemplated
hereby shall be subject to prior approval by Purchaser. Any notices or
other information to be disseminated shall be submitted to Purchaser prior
to distribution or dissemination.
Section 8.17 Force Majeure
Neither Party hereto shall be liable for failure to perform any obligation
under this Agreement if such failure to perform is caused by the occurrence
of any contingency beyond the reasonable control of such Party, including,
without limitation, fire, flood, strike or other industrial disturbance,
failure of transport, accident, war, riot, insurrection, act of God or order
of governmental agency or act of terrorism. Performance shall be resumed as
soon as is possible after cessation of such cause. However, if such
inability to perform continues for more than Ninety (90) days, the other
Party may terminate this Agreement without penalty and without further
notice.
IN WITNESS WHEREOF the parties have executed this Agreement effective as of
the day and year first above written.
GREENWORKS CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
President and Chief Financial Officer
VIRIDIS CAPITAL, L.L.C.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Managing Member
GREENSHIFT CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Chairman and Chief Executive Officer
