Stock Purchase AgreementStock Purchase Agreement • May 29th, 2007 • Crowther Holdings LTD. • Blank checks • New York
This Stock Purchase Agreement (this "Agreement") is dated as of May 11, 2007, by and between Mark Meriwether ("Seller") and Crowther Holdings LTD, a Turks and Caicos Islands company ("Buyer"). Buyer is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). As used in this Agreement, the term "Parties" means Seller and Buyer.
Joint Filing AgreementJoint Filing Agreement • May 29th, 2007 • Crowther Holdings LTD. • Blank checks
Pursuant to Rule 13d-1(k)( 1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as Exhibit 2 shall be a joint statement filed on behalf of each of the undersigned.
SHARE ESCROW AND RESET AGREEMENTShare Escrow and Reset Agreement • May 29th, 2007 • Crowther Holdings LTD. • Blank checks • New York
This Share Escrow and Reset Agreement is dated as of May 15, 2007 (this "Agreement"), among Crowther Holdings LTD ("Buyer"), Mark L. Meriwether ("Seller"), Microsmart Devices, Inc., a Nevada corporation (the "Company"), and Hirshfield Law, as escrow agent ("Escrow Agent"). Capitalized terms used but not defined herein have the meanings assigned to them in the Stock Purchase Agreement dated as of May 15, 2007, between Buyer and Seller (the "Purchase Agreement").
