PUT OPTION AGREEMENT
This Put Option Agreement (this "Agreement") is made and entered into
as of October 31, 2002 (the "Effective Date"), by and between United Currency
Group, Inc., a New York corporation ("UCG") and Biofarm, Inc., a Nevada
corporation (the "Company").
W I T N E S S E T H:
WHEREAS, UCG and the Company have entered into this day a License
Agreement pursuant to which UCG has granted to the Company a license to certain
of its property (the "License Agreement").
WHEREAS, the consideration to be paid by the Company to UCG pursuant to
the License Agreement, is the execution and delivery of this Agreement as a
necessary prerequisite to the effectiveness of the License Agreement.
NOW, THEREFORE, in consideration of the premises and mutual agreements
and covenants set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the parties
hereto, such parties, intending to be legally and equitably bound, hereby, agree
as follows:
1. Grant of Put Option. The Company grants to UCG, at any time, during
the period of time commencing on the date hereof and terminating on the fifth
(5th) anniversary date hereof or such earlier date as the License Agreement is
terminated, the right ("Put Option") to require the Company to purchase all of
the assets of UCG that are the subject of the License Agreement (the "Rights").
2. Underlying Shares. Upon UCG's exercise of the Put Option in full,
UCG shall be entitled to receive an aggregate of 3,000,000 shares of the common
stock, par value $.001 per share, of the Company (the "Common Stock"), subject
to adjustment as provided for herein (the "Underlying Shares").
3. Partial Exercise. UCG may partially exercise the Put Option in
increments but, in no event, shall any such partial exercise be for less than
ten (10%) percent of the Rights and ten (10%) percent of the Underlying Shares
with each one (1%) percent of the Rights being exercisable for 30,000 shares of
the Company's Common Stock.
4. Procedure for Exercise of Put Option. UCG may exercise this Put
Option granted hereunder by delivering to the Company the Notice of Exercise
attached hereto as Exhibit A. After the Company receives such notice, the
Company and UCG shall work together and use their best efforts to close the
purchase and sale as promptly as practicable.
5. Closing. The sale and purchase upon exercise of the Put Option
granted to UCG hereunder may be consummated at one or more closings (each, a
"Closing"). The date upon which a Closing actually occurs is herein referred to
as the "Closing Date."
6. Representations and Warranties of Company. The Company represents
and warrants to UCG that, as of the date hereof:
6.1 Organization. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada.
6.2 Corporate Power: Authorization. The Company has the
corporate power and has the authority to execute, deliver and perform this
Agreement and the License Agreement. The execution, delivery and performance by
the Company of this Agreement and the License Agreement has been duly authorized
by the Board of Directors of the Company. No other corporate proceedings on the
part of the Company or its stockholders are necessary to authorize the
execution, delivery or performance by the Company of this Agreement and the
License Agreement. This Agreement and the License Agreement has been duly
executed and delivered by the Company and, assuming due execution and delivery
thereof by UCG, are valid and legally binding agreements of the Company,
enforceable in accordance with their respective terms, subject to bankruptcy,
insolvency, moratorium, reorganization and similar laws of general applicability
relating to or affecting creditors' rights and general equity principles.
6.3 The Company's Business. The Company has full power and
authority to own all of its properties and assets and to carry on its business,
as it is now being conducted, and is duly qualified to do business and is in
good standing in each jurisdiction in which the ownership of its property or the
conduct of its business requires such qualification, if the failure to so
qualify would have a material adverse effect on the business, financial
condition or results of operations of the Company.
6.4 Capitalization. The authorized capital stock of the
Company consists of 25,000,000 shares of Common Stock of which there are, as of
the date hereof, 6,250,000 shares issued and outstanding. Each such share has
been validly issued, and is fully paid and non-assessable. The Company has no
commitments to issue or sell any shares of its capital stock or any securities
or obligations convertible into or exchangeable for, or giving any person any
right to subscribe for or acquire from the Company any shares of capital stock
of the Company, and no securities or obligations evidencing any such rights are
outstanding. The Company has reserved for issuance a sufficient number of shares
of its Common Stock underlying this Agreement (the "Underlying Shares") to
permit the full exercise of the Put Option. Upon delivery of the Underlying
Shares pursuant hereto, good and valid title to the Underlying Shares, free and
clear of all liens, charges, pledges, security interests or other encumbrances,
will pass to UCG. Other than the agreements which may be contemplated by this
Agreement and the License Agreement, the Underlying Shares are not subject to
any voting trust agreement or other contract, agreement, arrangement, commitment
or understanding, including any such agreement, arrangement, commitment or
understanding restricting or otherwise relating to the voting, dividend rights
or disposition of the Put Option and the Underlying Shares.
6.5 Proprietary Rights. The Company has title and ownership
of, or full right to use, all patents, trademarks, service marks, trade names,
copyrights, trade secrets, licenses, information, proprietary rights and
processes that are necessary for its business as now conducted and, to the
Company's knowledge, without any conflict with or infringement of the rights of
others. There are no outstanding options, licenses, or agreements of any kind
relating to the foregoing, nor is the Company bound by or a party to any
options, licenses or agreements of any kind with respect to the patents,
trademarks, service marks, trade names, copyrights, trade secrets, licenses,
information, proprietary rights and processes of any other person or entity. The
Company has not received any communications alleging that the Company has
violated or, by conducting its business as currently conducted, would violate
any of the patents, trademarks, service marks, trade names, copyrights or trade
proprietary rights of any other person or entity.
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6.6 Litigation. There are no actions, suits, proceedings or
investigations pending before any court or governmental agency or, to the
Company's knowledge, threatened in writing against the Company or its properties
which will have any material adverse effect upon the Company.
6.7 Title to Properties and Assets; Liens, etc. The Company
has good and marketable title to its properties and assets, and has good title
to all its leasehold interests, in each case subject to no mortgage, pledge,
lien, encumbrance or charge, other than (i) the lien of current taxes not yet
due and payable, and (ii) possible minor liens and encumbrances which, when
considered individually or together, do not materially detract from the value of
the property subject thereto or materially impair the operations of the Company,
and which have not arisen otherwise than in the ordinary course of business.
6.8 No Conflicts. The execution, delivery and performance of
this Agreement and the License Agreement will not result in a breach or
violation of any of the terms and provisions of, or constitute a default under,
(i) any statute, rule, regulation or order of any governmental agency or body or
any court, domestic or foreign, having jurisdiction over the Company or any of
its properties, (ii) any agreement or instrument to which the Company is a party
or by which the Company is bound or to which any of the properties of the
Company or any such subsidiary is subject, or (iii) the certificate of
incorporation or by-laws of the Company, except, in the case of clause (i), such
breaches, violations or defaults that individually or in the aggregate would not
materially and adversely affect the operation of the business of the Company.
6.9 No Registration Rights. The Company is not under any
contractual obligation to register under the Securities Act of 1933, as amended
(the "Securities Act") any of its presently outstanding securities or any of its
securities which may hereafter be issued.
6.10 Governmental Consent, etc. No consent, approval order or
authorization of or registration, qualification, designation, declaration or
filing with any governmental authority on the part of the Company is required in
connection with the valid execution and delivery of the License Agreement, this
Agreement, or the issuance of the Put Option hereunder, or the consummation of
any other transaction contemplated hereby.
6.11 Permits. The Company has all franchises, permits,
licenses, and any similar authority necessary for the conduct of its business as
now being conducted by it, the lack of which could materially and adversely
affect the business, properties, or financial condition of the Company, and the
Company believes it can obtain, without undue burden or expense, any similar
authority for the conduct of its business as planned to be conducted. To its
knowledge, the Company is not in default in any material respect under any of
such franchises, permits, licenses or other similar authority.
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6.12 Brokers. There are no contracts, agreements or
understandings between the Company and any person that would give rise to a
valid claim against the Company, or UCG for a brokerage commission, finder's fee
or other like payment in connection with the transactions contemplated by this
Agreement.
6.13 Exchange Act Reporting. The Company is subject to Section
13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx").
6.14 Compliance with the Exchange Act. In connection with this
Agreement, the Company has complied, and will continue to comply, in all
material respects with the applicable provisions of the Exchange Act and the
rules and regulations thereunder, including, without limitation, Sections 10 and
14 of the Exchange Act and Rule 10b-5 of the Exchange Act.
7. Representations and Warranties of UCG. UCG represents and warrants
to the Company as follows:
7.1 Investment Intent; Blue Sky. UCG is acquiring the Put
Option and Underlying Shares for investment for its own account, not as a
nominee or agent, and not with a view to, or for resale in connection with, any
distribution thereof. It understands that the issuance of the Underlying Shares
has not been, and will not be, registered under the Securities Act by reason of
a specific exemption from the registration provisions of the Securities Act, the
availability of which depends upon, among other things, the bona fide nature of
UCG's investment intent and the accuracy of UCG's representations as expressed
herein.
7.2 Rule 144. UCG acknowledges that the Underlying Shares
acquired upon exercise of the Put Option granted hereunder may not be resold
unless they have been registered under the Securities Act or the resale in
question is exempt from such registration requirements. UCG is aware of the
provisions and restrictions of Rule 144 promulgated under the Securities Act.
7.3 Restrictions on Transfer; Restrictive Legends. UCG
understands that, unless or until registered under the Securities Act, the
transfer of the Underlying Shares is restricted by applicable state and federal
securities laws, and that the certificates representing the Underlying Shares
will be imprinted with a restrictive legend substantially as follows:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE
SHARES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER OF SUCH SHARES TO THE EFFECT THAT
REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES
LAWS.
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7.4 Access to Information. UCG has had access to such
documents and information regarding the business and finances of the Company,
the receipt and careful reading of which is hereby acknowledged, and has been
provided the opportunity to discuss, with the Company's management, the
Company's business, affairs and financial condition and such other matters with
respect to the Company as would concern a reasonable person considering the
transactions contemplated by this Agreement and/or concerned with the operations
of the Company. UCG confirms that it does not desire to receive any further
information or documents.
7.5. Authorization. All action on the part of UCG's board of
directors, and stockholders, as applicable, necessary for (i) the authorization,
execution, delivery and performance of this Agreement and the License Agreement
by UCG, (ii) the sale of the Rights to the Company, (iii) the purchase of the
Underlying Shares and (iv) the performance of all of the UCG's obligations under
this Agreement and the License Agreement has been taken or will be taken prior
to the Closings. This Agreement and the License Agreement, when executed and
delivered by UCG, shall constitute valid and binding obligations of UCG,
enforceable in accordance with their terms, subject to laws of general
application relating to bankruptcy, insolvency and the relief of debtors and
rules of law governing specific performance, injunctive relief or other
equitable remedies.
7.6 Government Consent, etc. No consent, approval order or
authorization of or registration, qualification, designation, declaration or
filing with any governmental authority on the part of UCG is required in
connection with the valid execution and delivery of this Agreement and the
License Agreement or the acquisition of the Underlying Shares upon exercise of
the Put Option granted thereunder, or the consummation of any other transaction
contemplated hereby.
8. Covenants.
8.1 No Action. The Company agrees not to take any action that
would prevent or delay the exercise of the Put Option granted hereunder.
8.2 Preferred Stock. The Company agrees not to issue shares of
preferred stock to any person prior to the expiration of the term of this
Agreement, unless UCG gives its prior written consent.
8.3 Reservation. The Company covenants and agrees that during
the term of this Agreement, the Company shall at all times reserve and keep
available out of its authorized shares of Common Stock, solely for the purpose
of issuance upon the exercise of the Put Option, such number of shares of Common
Stock or other securities, properties or rights as shall be issuable upon the
exercise under the Put Option. The Company covenants and agrees that, upon
exercise of the Put Option, all shares of Common Stock and other securities
issuable upon such exercise shall be duly authorized, validly issued, fully
paid, non-assessable and not subject to the preemptive rights of any
shareholder.
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9. Adjustments: Notices.
9.1 The number and kind of securities underlying this Put
Option shall be subject to adjustment from time to time upon the issuance of any
of its securities and the happening of any of the other following events by the
Company:
(a) declare a dividend or make a distribution on its
outstanding shares of Common Stock, in shares of its capital stock; or
(b) subdivide or reclassify its outstanding shares of
Common Stock into a greater number of shares; or
(c) combine or reclassify its outstanding shares of
Common Stock into a smaller number of shares; or
(d) issue warrants or rights to all holders of its
Common Stock entitling them to subscribe for or purchase shares of Common Stock;
or
(e) issue any securities convertible into or
exchangeable for its Common Stock.
9.2 Then, in any of those events set forth in Section 9.1, the
number and kind of securities subject to the Put Option shall be adjusted
according to the following rules:
(a) UCG's proportionate interest in the Company shall
be maintained by a formula determined by the following calculations: the sum of
the number of shares of the Company's Common Stock issued and outstanding on the
date of this Agreement shall be added to the aggregate number of shares of
Common Stock underlying this Agreement, as may be adjusted from time to time,
and the sum derived thereby shall be the "denominator"; and
(b) the "numerator" shall be the aggregate number of
shares of Common Stock underlying this Agreement, as may be adjusted from time
to time; and
(c) the "numerator" shall be divided by the
"denominator" and the sum derived thereby shall be the "quotient"; and
(d) the number of and kind of securities underlying
this Agreement shall be determined by multiplying the quotient by the number of
and kind of securities issued and outstanding after any of the events specified
in Section 9.1 above; and
(e) for the purposes of determining the
"denominator", all issued and outstanding warrants, rights and securities
convertible or exchangeable for Common Stock shall be deemed to have been
exercised, converted or exchanged, as the case may be.
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9.3 In case of any reorganization of the Company or
consolidation of the Company with, or merger of the Company with, or merger of
the Company into, another corporation (other than a consolidation or merger
which does not result in any reclassification or change of the outstanding
Common Stock), the corporation formed by such consolidation or merger shall
execute and deliver to the holder a supplemental Put Option Agreement providing
that UCG shall have the right thereafter (until the expiration of the terms of
this Agreement) to receive, upon exercise of the Put Option, the kind and amount
of shares of stock and other securities and property receivable upon such
consolidation or merger, by a holder of the number of shares of Common Stock of
the Company for which such Put Option might have been exercised immediately
prior to such reorganization, consolidation, merger, conveyance, sale or
transfer. Such supplemental Put Option Agreement shall provide for adjustments
which shall be identical to the adjustments provided in Sections 9.1 and 9.2 and
such other rights as provided for in this Agreement. The Company shall not
effect any such consolidation, merger, or similar transaction as contemplated by
this Section 9.3, unless prior to or simultaneously with the consummation
thereof, the successor corporation (if other than the Company) resulting from
such consolidation or merger or the corporation purchasing, receiving, or
leasing such assets or other appropriate corporation or entity shall assume, by
written instrument executed and delivered to UCG, the obligation to deliver to
UCG, such shares of stock, securities, or assets as, in accordance with the
foregoing provisions, such holders may be entitled to purchase, and to perform
the other obligations of the Company under this Agreement. The above provision
of this Section 9.3 shall similarly apply to successive consolidations or
successively whenever any event listed above shall occur.
9.4 Whenever an adjustment is to be made, as herein provided,
the Company shall promptly cause a notice setting forth the adjustment including
the number of and kind of securities, as adjusted, issuable upon exercise of the
Put Option to be mailed to UCG fifteen (15) days prior to the record date for
such event, at the address set forth herein, and shall cause a certified copy
thereof to be mailed to its transfer agent, if any. The Company may retain a
firm of independent certified public accountants selected by the Board of
Directors (who may be the regular accountants employed by the Company) to make
any computation required by Sections 9.1, 9.2, and 9.3 and a certificate signed
by such firm shall be conclusive evidence of the correctness of such adjustment.
9.5 Nothing contained in this Agreement shall be construed as
conferring upon UCG the right to vote or to consent or to receive notice as a
shareholder in respect to any meetings of shareholders for the election of
directors or any other matter, or as having any rights whatsoever as a
shareholder of the Company, If, however, at any time prior to the expiration of
the Term of this Agreement and full exercise of the Put Option, any of the
following events shall occur:
(a) the Company shall take a record of the holders of
its shares of Common Stock for the purpose of entitling them to receive a
dividend or distribution payable otherwise than in cash, or a cash dividend or
distribution payable otherwise than out of current or retained earnings, as
indicated by the accounting treatment of such dividend or distribution on the
books of the Company; or
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(b) the Company shall offer to all the holders of its
Common Stock any additional shares of capital stock of the Company or securities
convertible into or exchangeable for shares of capital stock of the Company, or
any option, right or warrant to subscribe therefore; or
(c) a dissolution, liquidation or winding up of the
Company (other than in connection with a consolidation or merger) or a sale of
all or substantially all of its property, assets and business as an entirety
shall be proposed;
then, in any one or more of said events, the Company shall give written notice
of such event to UCG at least fifteen (15) days prior to the date fixed as a
record date of the date of closing the transfer books for the determination of
the shareholders entitled to such dividend, distribution, convertible or
exchangeable securities or subscription rights, or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notices shall
specify such record date or the date of closing the transfer books, as the case
may be. Failure to give such notice or any defect therein shall not affect the
validity of any action taken in connection with the declaration or payment of
any such dividend, or the issuance of any convertible or exchangeable
securities, or subscription rights, options or warrants, or any proposed
dissolution, liquidation, winding up or sale.
10. Closing Conditions.
10.1 Conditions to Obligations of Each Party. The obligation
of each party to consummate the transactions contemplated by this Agreement
shall be subject to the satisfaction at or prior to any Closing of the following
conditions:
(a) Governmental approvals. All authorizations,
consents, permits and approvals of all federal, state and local governmental
agencies and authorities required to be obtained in order to permit consummation
of the transactions contemplated by this Agreement shall have been obtained.
(b) No Injunctions or Restraints; Illegality. No
temporary restraining order, preliminary or permanent injunction or other order
issued by any court of competent jurisdiction or other legal restrain or
prohibition preventing the consummation of the transactions contemplated by this
Agreement shall be in effect, nor shall any proceeding brought by an
administration agency or commission or other governmental authority or
instrumentality, domestic or foreign, seeking any of the foregoing be pending;
nor shall there be any action taken, or any statute, rule, regulation or other
enacted, entered, enforced or deemed applicable to the transactions contemplated
by this Agreement that makes the consummation of such transactions illegal.
10.2 Conditions to Obligations of UCG. The obligations of UCG
to consummate the transaction contemplated by this Agreement shall be subject to
the satisfaction at or prior to each Closing of the following additional
conditions:
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(a) Representations and Warranties. The
representations and warranties of the Company contained in this Agreement shall
be true and correct in all material respects on and as of each Closing Dates,
except for changes contemplated by this Agreement, with the same force and
effect as if made on and as of the Closing Date(s). UCG shall have received a
certificate at each Closing to such effect executed on behalf of the Company by
its Chief Executive Officer.
(b) Agreements and Covenants. The Company shall have
performed or complied in all material respects with all agreements and covenants
required by this Agreement to be performed or complied with by it on or prior to
any Closing Date, and UCG shall have received a certificate to such effect
executed on behalf of the Company by its Chief Executive Officer.
10.3 Conditions to Obligations of the Company. The obligations
of the Company to consummate the transactions contemplated by this Agreement
shall be subject to the satisfaction at or prior to the Closing of each
following additional conditions:
(a) Representations and Warranties. The
representations and warranties of UCG contained in this Agreement shall be true
and correct in all material respects on and as of each Closing Date, except for
changes contemplated by this Agreement, with the same force and effect as if
made on and as of such Closing Date.
(b) Agreements and Covenants. UCG shall have
performed or complied, in all materials respects, with all agreements and
covenants required by this Agreement to be performed or complied with on or
prior to each Closing Date.
11. Assignment of Rights. UCG may assign its rights under this
Agreement provided that any such assignee agrees to be bound by the terms of
this Agreement (the "Permitted Transferees").
12. Miscellaneous.
12.1 Conflicts: Additional Instruments.
(a) In the event of any conflict between the terms
and conditions of the License Agreement and this Agreement, this Agreement shall
control.
(b) Notwithstanding termination of this Agreement,
the parties covenant and agree to execute and deliver any additional instruments
or documents necessary to carry out the general intent of this Agreement.
12.2 Headings. The descriptive headings contained in this
Agreement are for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement.
12.3 Severability. If any term or other provision of this
Agreement is deemed invalid, illegal or incapable of being enforced by any law
or public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic and legal
substance of the transactions contemplated hereby are not affected or impeached
in any manner materially adverse to any party.
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12.4 Entire Agreement. This Agreement, together with the
Exhibit(s) attached hereto, constitutes the entire agreement of the parties with
respect to the subject matter hereof and supersedes all prior agreements and
undertakings, both written and oral, between UCG and the Company with respect to
the subject matter hereof.
12.5 Amendment. This Agreement may not be amended or modified
except by an instrument in writing signed by, or on behalf of, duly authorized
representatives of UCG and the Company.
12.6 Notices. All notices, requests or other communications to
any of the parties by another party shall be in writing and shall be deemed duly
received on the earlier of the date the same is delivered in person or by a
nationally recognized overnight courier or three (3) business days after the day
deposited in the United States mail, certified or registered, postage prepaid,
return receipt requested or, upon the appropriate media confirmation of receipt,
if sent via facsimile ("Fax") or electronic mail ("e-mail"), as follows:
If to United Currency Group, Inc.:
Xxxx Xxxxxxx, President
United Currency Group, Inc.
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
e-mail: xxxxxxx@xxx.xxx
If to Biofarm, Inc.
Xxxxx X. Xxxxx, President
Biofarm, Inc.
0000 Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
e-mail:xxxxxx@xxx.xxx
Any party may designate by notice in writing to the others a new street
or e-mail address or fax number to which notices, requests and other
communications hereunder shall be given.
12.7 Applicable Law, Venue. This Agreement shall be governed
by and construed in accordance with the internal laws of the State of New York
without regard to the conflicts of laws principles thereof. The parties hereto
hereby irrevocably agree that any suit or proceeding arising directly and/or
indirectly pursuant to or under this Agreement, shall be brought solely in a
federal or state court located in the City, County and State of New York. By its
execution hereof, the parties hereby covenant and irrevocably submit to the in
personam jurisdiction of the federal and state courts located in the City,
County and State of New York and agree that any process in any such action may
be served upon any of them personally, or by certified mail or registered mail
upon them or their agent, return receipt requested, with the same full force and
effect as if personally served upon them in New York City. The parties hereto
waive any claim that any such jurisdiction is not a convenient forum for any
such suit or proceeding and any defense or lack of in personam jurisdiction with
respect thereto. In the event of any such action or proceeding, the party
prevailing therein shall be entitled to payment from the other party hereto of
its reasonable counsel fees and disbursements in an amount judicially
determined.
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12.8 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY WITH RESPECT TO ANY ACTIONS OR PROCEEDINGS DIRECTLY OR
INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THE
TRANSACTIONS CONTEMPLATED HEREUNDER.
12.9 Counterparts. This Agreement may be executed in one or
more counterparts, each of which when executed shall be deemed to be an original
but all of which taken together shall constitute one and the same agreement.
12.10 No Waiver. The failure of any party to enforce any
provision of this Agreement shall not constitute a waiver of the right
subsequently to enforce such provision, or any other provision of this
Agreement.
12.11 Force Majeure. No party shall be held liable for any
failure to perform any of its obligations under this Agreement for as long as,
and to the extent that such failure is due to an event of force majeure. An
event of force majeure shall include general strikes, lockouts, acts of God,
acts of war, mobilization of troops, fire, extreme weather, flood, or other
natural calamity, embargo, acts of governmental agency, government or any other
laws or regulations.
12.12 Expenses. Each party shall bear its own expenses
incurred in connection with this Agreement.
12.13 Assignment; Subcontracting; Third party Beneficiaries.
(a) Except as expressly provided for herein, this
Agreement may not be assigned or otherwise transferred by either party, by
operation of law or otherwise, without the express written consent of the other
party.
(b) This Agreement shall be binding upon and inure
solely to the benefit of the parties hereto and their permitted assigns,
subcontractors or transferee, and nothing herein, express or implied, is
intended to or shall confer upon any other person, including, without
limitation, any union or any employee or former employee of any party, any legal
or equitable right, benefit or remedy of any nature whatsoever, including,
without limitation, any rights of employment for any specified period, under or
by reason of this Agreement.
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12.14 General and Number. Unless the context otherwise
requires, when used herein, the singular includes the plural, and vice versa,
and the masculine includes the feminine and neuter, and vice versa.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate originals by their duly authorized officers or
representatives.
UNITED CURRENCY GROUP, INC. BIOFARM, INC.
By: /s/Xxxx Xxxxxxx By: /s/Xxxxx X. Xxxxx
-------------------------- ---------------------------------
Xxxx Xxxxxxx Xxxxx X. Xxxxx
President President
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EXHIBIT A
PUT OPTION EXERCISE FORM
(To be signed only upon exercise of Put Option)
The undersigned, the holder of the Put Option (as defined), hereby
irrevocably elects to exercise the purchase rights represented by such Put
Option for _____________ shares of $.001 par value Common Stock of Biofarm, Inc.
and herewith tenders to Biofarm, Inc. _______ (___%) percent of the rights as
defined in the Put Option Agreement dated October ___, 2002 by and between
United Currency Group, Inc. and Biofarm, Inc. and certificates for shares of
Common Stock be issued in the name(s) of, and delivered to
________________________, whose address(es) is (are)__________________________.
Dated: New York, New York
October ___, 2002
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(Signature)
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Address
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City/State/Zip
