2.1 |
Organization;
Capitalization.
The Company is a corporation duly organized, validly existing and
in good
standing under the laws of Belize, with the power and authority to
conduct
its business as it is now being conducted and to own and lease its
properties and assets. The authorized share capital of the Company
consists of ten thousand (10,000) ordinary shares of which ten thousand
(10,000) shares are issued and outstanding. The Shareholders are
the legal
and beneficial owners and holders of 100% of the Shares, free and
clear of
all Encumbrances. No legend or other reference to any purported
Encumbrances appears upon any certificate representing equity securities
of the Company. There are no other shares of the authorized share
capital
of the Company issued or outstanding. The Company’s outstanding share
capital has been duly and validly issued and is fully paid and
non-assessable. There are not outstanding any warrants, options or
other
rights to acquire any of the Company’s share capital. The Company’s assets
do not include any share capital of, or any other equity interest
in, or
securities convertible into or exchangeable for any share capital
or other
equity interest in, any person, or any direct or indirect equity
or
ownership interest in any other
business.
|
2.2
|
Power
and Authority.
The Company and the Shareholders have the power and authority to
execute,
deliver, and perform this Agreement and the other agreements and
instruments to be executed and delivered by them in connection with
the
transactions contemplated hereby, and the Company and the Shareholders
have taken all necessary action to authorize the execution and delivery
of
this Agreement and such other agreements and instruments and the
consummation of the transactions contemplated hereby. This Agreement
is,
and the other agreements and instruments to be executed and delivered
by
the Shareholders and/or the Company in connection with the transactions
contemplated hereby, when such other agreements and instruments are
executed and delivered, shall be, the valid and legally binding
obligations of the Shareholders and/or the Company, as the case may
be,
enforceable against the Shareholders and/or the Company in accordance
with
their respective terms.
|
2.3 |
No
Conflict.
Neither the execution and delivery of this Agreement and the other
agreements and instruments to be executed and delivered in connection
with
the transactions contemplated hereby, nor the consummation of the
transactions contemplated hereby, will violate or conflict with:
(a) any Belize law, regulation, ordinance, zoning requirement,
governmental restriction, order, judgment or decree applicable to
the
Shareholders and/or the Company; (b) any provision of any charter,
bylaw
or other governing or organizational instrument or agreement of the
Company or the Shareholders; or (c) any mortgage, indenture, license,
instrument, trust, contract, agreement, or other commitment or arrangement
to which the Shareholders and/or the Company are parties or by which
the
Shareholders and/or the Company are
bound.
|
2.4
|
Required
Government Consents, Filings, etc.
Except as have been or, prior to the Closing, will be obtained, no
approval, authorization, certification, consent, variance, permission,
license, or permit to or from, or notice, filing, or recording to
or with,
any Belize governmental
authorities is necessary for: (a) the execution and delivery of this
Agreement and the other agreements and instruments to be executed
and
delivered by the Shareholders and/or the Company in connection with
the
transactions contemplated hereby, or the consummation by the Shareholders
and/or the Company of the transactions contemplated hereby; or (b)
the
ownership by Buyer of the Shares, save
and except for the permission of the Central Bank of Belize, which
will be
obtained within 90 days of executing this Agreement. If the approval
of
the Central Bank of Belize is not granted, this Agreement will be
null and
void.
|
2.5
|
Other
Required Consents, Filings, etc.
Except as have been or, prior to the Closing, will be obtained, no
approval, authorization, consent, permission, or waiver to or from,
or
notice, filing, or recording to or with, any person is necessary
for: (a)
the execution and delivery of this Agreement and the other agreements
and
instruments to be executed and delivered in connection with the
transactions contemplated hereby by the Shareholders and/or the Company,
or the consummation by the Shareholders and/or the Company of the
transactions contemplated hereby; or (b) the ownership by Buyer of
the
Shares.
|
2.6
|
Title
to Assets.
The Company has good and marketable title to all of its assets, free
and
clear of any claims or Encumbrances, other than the Deed of Legal
Mortgage
attached hereto as Appendix III that will be recorded as soon as
practically possible following the Closing. “Encumbrance” means any
mortgage, charge (whether fixed or floating), security interest,
pledge,
right of first refusal, lien (including any unpaid vendor’s lien), option,
hypothecation, title retention or conditional sale agreement, lease,
option, restriction as to transfer or possession, or subordination
to any
right of any other person.
|
2.7
|
Financial
Statements.
The Company and the Shareholders have provided, and at the Closing
will
provide Buyer with the following financial statements (collectively,
the
“Financial Statements”) with respect to the Company: balance sheet,
results of operations, statements of stockholders’ equity and statement of
cash flow, as of and for the calendar year ended December 31, 2007,
the
interim financials as of September 30, 2008, and the balance sheet
as of
the close of business immediately preceding the Closing Date (the
balance
sheet which balance sheet is herein referred to as the “Closing Balance
Sheet”). The Financial Statements are, and at the Closing will be true
and
correct in every material respect and properly reflect all assets
and
liabilities of the Company as then in existence. The Financial Statements
do and will fairly present the results of operations and the financial
position of the Company as of the dates thereof and the periods then
ended.
|
2.8 |
Condition
and Sufficiency of Assets.
The equipment contained in the Company’s assets is structurally sound, in
good operating condition and repair, and adequate for the uses to
which it
is being put, and none of such equipment is in need of maintenance
or
repairs, except for ordinary, routine maintenance and repairs that
are not
material in nature or cost. The Company’s assets are sufficient for the
continued conduct of the Company’s business after the Closing in the same
manner as conducted prior to the Closing. The Company’s assets are the
only assets owned directly or indirectly by the Company which are
used in
or relate to the conduct of the Company’s business. The Shareholders do
not own an interest in the Real Estate or any of the equipment used
by the
Company and sold hereunder.
|
2.9
|
Accounts
Receivable.
The Company’s accounts receivable represent valid obligations arising from
sales actually made or services actually performed in the ordinary
course
of business. The Company’s accounts receivable are current and
collectible, net of the respective reserves shown on the Financial
Statements, which reserves are adequate and calculated consistent
with
past practice. There is no contest, claim or right of set-off under
any
agreement with any obligor of an account receivable relating to the
amount
or validity of such account
receivable.
|
2.10 |
Intellectual
Property.
|
2.11 |
Compliance
with Rules.
|
2.12
|
Tax
Matters.
All taxes owed by the Company pertaining to the Company, its business
or
its assets (whether or not shown on any tax return) have been paid.
The
Company is not the beneficiary of any extension of time within which
to
file any tax return. No claim has ever been made by an authority
in a
jurisdiction where the Company does not file tax returns that the
Company
is or may be subject to taxation by that jurisdiction. There are
no claims
or Encumbrances on any of the Company’s assets that arose in connection
with any failure (or alleged failure) to pay any tax. The Shareholders
assume all liabilities whether known or unknown for all taxes and
tax
filings up to the Closing Date.
|
2.13 |
Contracts.
Except as would not have a material adverse effect on the Company
or its
operations, there exists no event of default or occurrence, condition
or
act on the part of the Company and/or the Shareholders or, to
the best
knowledge of the Company and the Shareholders, on the part of
any other
party to any contract to which the Company is a party, which
constitutes
or would constitute (with or without notice or lapse of time
or both) a
breach of or default under any of such contracts, or cause or
permit
acceleration of any obligation of the Company or any other party.
There
are no renegotiations of, attempts to renegotiate or outstanding
rights to
renegotiate any amounts paid or payable to the Company under
any contract
with any person having the contractual or statutory right to
demand or
require such renegotiation and no such person has made written
demand for
such renegotiation.
|
2.14 |
Litigation.
Except as would not have a material adverse effect on the Company
or its
operations and
the disclosures made to the Buyer about litigation in the Supreme
Court of
Belize, there is no legal, administrative or other action, claim,
proceeding or governmental investigation, domestic or foreign
(“Litigation”), pending or threatened against the Company and/or the
Shareholders relating to the Company, its business or its assets,
or that
challenges or reviews the execution, delivery or performance
of this
Agreement by the Company and/or the Shareholders or of the consummation
of
the transactions contemplated hereby, or that seeks to enjoin
or obtain
damages in respect of the consummation of any of the transactions
contemplated hereby. The Company and/or the Shareholders are
not parties
to, and are not bound by, any order or any ruling or award of
any other
person that has resulted in or could reasonably be expected to
result in,
individually or in the aggregate, a material adverse effect on
the Company
or which could reasonably be expected to materially adversely
affect the
consummation of the transactions contemplated hereby. Any
financial consideration which may become due to the Company as
a result of
litigation
in the Supreme Court of Belize that exists as of the Closing
Date or that
is hereafter filed relating to events arising prior to the Closing
Date
will be borne and paid directly by the Shareholders.
Consequently, any monetary award consequent upon litigation in
the Supreme
Court of Belize shall accrue beneficially to the Shareholders.
All costs
of any continued litigation on this matter will be borne directly
by the
shareholder, including any defense of appeal, arbitration, additional
suit
or countersuit. The Buyer will have NO liability in this matter.
|
2.15 |
Conduct
of Business.
|
(a)
|
Ordinary
Course of Business: No Removal or Disposal of Assets.
Since February 20, 2007, the Company has operated its business in
the
ordinary course, and has not removed or disposed of any assets except
in
the ordinary course of business.
|
(b)
|
No
Material Adverse Change.
Since February 20, 2007, there has been no material adverse change
in the
Company’s assets or in the financial condition, operations, or prospects
of its business.
|
(c)
|
Absence
of Particular Events.
Since February 20, 2007, the Company has not: (i) suffered any damage
or
destruction adversely affecting its business or involving any of
the
assets used in its business; (ii) incurred any liability or obligation
other than in the ordinary course of
business;
(iii) made any change or alteration in the manner of keeping the
books,
accounts or records of its business or in the accounting practices
therein
reflected; (iv) paid, loaned, or advanced any monetary amount or
other
asset to, or sold, transferred, or leased any asset to, any employee
except for normal compensation involving salary and benefits; (v)
received
any notice of or become aware of any loss of any one or more customers
representing 3% or more of the annualized revenue of its
business; (vi)
entered into or engaged in any transaction in respect of its business
other than on commercially reasonable terms determined on the basis
of the
facts existing at the time such transaction was entered into or engaged
in; or (vii) agreed to take or allow any of the foregoing actions
described in this Section 2.15(c).
|
2.16
|
Broker’s
or Finder’s Fees.
The Company and/or the Shareholders have not authorized any person
to act
as broker or finder or in any other similar capacity in connection
with
the transactions contemplated by this
Agreement.
|
2.17
|
Disclosure.
No representation, warranty, or statement made by the Company and/or
the
Shareholders in this Agreement or in any document or certificate
furnished
or to be furnished to Buyer pursuant to this Agreement contains or
will
contain any untrue statement or omits or will omit to state any fact
necessary to make the statements contained herein or therein not
misleading. The Company and the Shareholders have disclosed to Buyer
all
facts known or reasonably available to the Company and/or the Shareholders
that are material to the financial condition, operation, or prospects
of
the Company, its business and/or its
assets.
|
2.18
|
Investigation
of Buyer.
The Company and each of the Shareholders hereby represent and warrant
that
they have reviewed reports and documents filed by Buyer with the
U.S.
Securities and Exchange Commission (“SEC”) since January 1, 2008 (“Buyer
SEC Reports”), including in particular the financial statement and the
“Risk Factors” contained therein, and that the Company and each of the
Shareholders are familiar with financial and other conditions of
Buyer.
The Company and each of the Shareholders hereby further represent
and
warrant that they are aware that Buyer will require an infusion of
additional funding in order to continue its operations, and that
Buyer has
not secured the necessary additional funding. Each of the Shareholders
has
relied solely upon the investigations made by or on behalf of the
Shareholder or his representative in evaluating the suitability of
the
investment in the common stock issued to the Shareholder under this
Agreement, and such Shareholder recognizes that an investment in
the
Buyer’s common stock involves a high degree of risk. Each Shareholder has
such knowledge and experience in financial and business matters that
he is
capable of evaluating the merits and risks of an investment in Buyer.
|
2.19 |
Purchase
Entirely for Own Account.
The shares of Buyer’s common stock to be received by such Shareholder
hereunder will be acquired for such Shareholder’s own account, not as
nominee or agent, and not with a view to the resale or distribution
of any
part thereof in violation of the Securities Act of 1933, and
such
Shareholder has no present intention of selling, granting any
participation in, or otherwise distributing the same in violation
of the
Securities Act of 1933. Such Shareholder understands that the
shares of
Buyer’s common stock are characterized as “restricted securities” under
the U.S. federal securities laws inasmuch as they are being acquired
from
Buyer in a transaction not involving a public offering and that
under such
laws and applicable regulations such securities may be resold
without
registration under the Securities Act of 1933 for at least six
months
following the Closing Date. After the six month anniversary of
the Closing
Date, the shares of Buyer’s common stock may only be sold in compliance
with Rule 144 promulgated under the Securities Act of
1933.
|
3.1 |
Power
and Authority.
Buyer has the power and authority to execute, deliver, and perform
this
Agreement and the other agreements and instruments to be executed
and
delivered by it in connection with the transactions contemplated
hereby,
and Buyer has taken all necessary action to authorize the execution
and
delivery of this Agreement and such other agreements and instruments
and
the consummation of the transactions contemplated hereby. This Agreement
is, and, when such other agreements and instruments are executed
and
delivered, the other agreements and instruments to be executed and
delivered by Buyer in connection with the transactions contemplated
hereby
shall be, the valid and legally binding obligations of Buyer, enforceable
in accordance with their respective
terms.
|
3.2
|
Broker’s
or Finder’s Fees.
Buyer has not authorized any person to act as broker, finder, or
in any
other similar capacity in connection with the transactions contemplated
by
this Agreement.
|
3.3
|
No
Conflict.
Neither the execution and delivery by such Buyer of this Agreement
and of
the other agreements and instruments to be executed and delivered
by such
Buyer in connection with the transactions contemplated hereby, nor
the
consummation by such Buyer of the transactions contemplated hereby,
will
violate or conflict with: (a) any foreign, Federal, state, or local
law,
regulation, ordinance, governmental restriction, order, judgment
or decree
applicable to Buyer; or (b) any provision of any charter, bylaw,
or other
governing or organizational instrument of
Buyer.
|
3.4 |
Disclosure.
No representation, warranty, or statement made by Buyer in this Agreement
or in any document or certificate furnished or to be furnished to
the
Shareholders pursuant to this Agreement contains or will contain
any
untrue statement or omits or will omit to state any fact necessary
to make
the statements contained herein or therein not misleading.
|
3.5 |
Security
for Repayment of the Loan Notes (and the Replacement Promissory
Notes).
The Buyer represents, warrants and agrees to: (1) authorize the Company
to
pay or procure the repayment of the replacement Loan Notes in favor
of the
Shareholders in accordance with Appendix II attached hereto; and
(2)
confirm the repayment of the respective amounts due under the replacement
Loan Notes by executing with the Company, in favor of the Shareholders,
a
deed of legal mortgage (in the format set out in Appendix III attached
hereto) charging the real property of the Company, as security for
the
repayment of the Loan Notes.
|
3.6 |
Employment
of Shareholder No. 2.
The Buyer represents, warrants and agrees that immediately following
the
execution of this Agreement it will offer a contract of employment
to
Shareholder No.2 (Neal Walmsley) in accordance with terms to be
agreed.
|
4.1 |
Cooperation.
The Shareholders and Buyer shall cooperate fully with each other
and their
respective employees, legal counsel, accountants and other representatives
and advisers in connection with the steps required to be taken as
part of
their respective obligations under this Agreement; and each of them
shall,
at any time and from time to time after the Closing, upon the request
of
the other, do, execute, acknowledge and deliver, or cause to be done,
executed, acknowledged and delivered, all such further acts, deeds,
assignments, transfers, conveyances, receipts, acknowledgments,
acceptances and assurances as may be reasonably required (without
incurring unreimbursed expense) to satisfy and perform the obligations
of
such party hereunder, and to allow the Company to operate its business
after the Closing in the manner in which it was operated before the
Closing.
|
4.2
|
Further
Assurances.
Subject to the terms and conditions of this Agreement, each party
agrees
to use all of its reasonable efforts to take, or cause to be taken,
all
actions and to do or cause to be done, all things necessary and proper
or
advisable to consummate and make effective the transactions contemplated
by this Agreement (including the execution and delivery of such further
instruments and documents as the other party may reasonably
request).
|
4.3
|
Funds
Received After Closing.
Any and all funds received by the Shareholders after the Closing
in
respect of the Company shall be promptly remitted to Buyer upon
receipt.
|
4.4 |
Change
in Buyer’s Stock Listing.
Buyer’s share of common stock are currently listed for trading on the OTC
Bulletin Board. The Buyer agrees that in the event that it becomes
listed
on any other trading system or stock exchange it will take all the
necessary steps to cause the Shareholders’ Common Stock in the Buyer to
become available for trading (such to applicable securities laws)
on such
other trading system or stock
exchange.
|
5.1
|
Survival
of Representations, Warranties, etc.
The representations, warranties and covenants given by the Shareholders
to
Buyer or by Buyer to the Shareholders in this Agreement shall survive
for
a period of 12
months
following the Closing
|
5.2
|
Indemnification
by the Shareholders.
The Shareholders shall jointly and severally indemnify, defend, and
hold
harmless Buyer, and Buyer’s representatives, stockholders, controlling
persons and affiliates, at, and at any time after, the Closing
up to the end of the indemnification period at Article 5.1, from
and against any and all demands, claims, actions, or causes of action,
assessments, losses, damages (including incidental and consequential
damages), liabilities, costs, and expenses, including reasonable
fees and
expenses of counsel, other expenses of investigation, handling, and
Litigation, and settlement amounts, together with interest and penalties
(collectively, a “Loss” or “Losses”), asserted against, resulting to,
imposed upon, or incurred by Buyer, directly or indirectly, by reason
of,
resulting from, or arising in connection with, any of the
following:
|
(a) |
Breach.
Any breach of any representation, warranty, or agreement of the
Shareholders and/or the Company contained in or made pursuant to
this
Agreement, including the agreements and other instruments contemplated
hereby;
|
(b)
|
Brokerage
or Finder’s Fees.
Any claim by any person for brokerage or finder’s fees or commissions or
similar payments based upon any agreement or understanding alleged
to have
been made by any such person with the Company and/or the Shareholders
in
connection with this Agreement or any of the transactions contemplated
hereby;
|
(c)
|
Litigation.
Any judgment or verdict rendered against the Company or Buyer as
a result
of the pending action brought by Tomas Serrut or as a result of any
other
legal proceeding filed against the Company based on actions or events
arising prior to the Closing Date;
and
|
(d)
|
Incidental
Matters.
To the extent not covered by the foregoing, any and all demands,
claims,
actions or causes of action, assessments, losses, damages, liabilities,
costs, and expenses, including reasonable fees and expenses of counsel,
other expenses of investigation, handling, and Litigation and settlement
amounts, together with interest and penalties, incident to the
foregoing.
|
(a)
|
Breach.
Any breach of any representation, warranty, or agreement of Buyer
contained in or made pursuant to this Agreement, including the agreements
and other instruments contemplated
hereby; and
|
(a)
|
Brokerage
or Finder’s Fees.
Any claim by any person for brokerage or finder’s fees or commissions or
similar payments based upon any agreement or understanding alleged
to have
been made by any such person with the Buyer in connection with this
Agreement or any of the transactions contemplated hereby;
and
|
(a)
|
Incidental
Matters.
To the extent not covered by the foregoing, any and all demands,
claims,
actions or causes of action, assessments, losses, damages, liabilities,
costs, and expenses, including reasonable fees and expenses of counsel,
other expenses of investigation, handling, and Litigation, and settlement
amounts, together with interest and penalties, incident to the
foregoing.
|
5.4 |
Procedures;
Third Party Claims,
etc.
|
(a)
|
A
person entitled to make a claim of indemnification hereunder shall
be
referred to as an “Indemnified Party.” A person obligated for
indemnification hereunder shall be referred to as an “Indemnifying Party.”
The Indemnifying Party shall be entitled to defend any claim, action,
suit
or proceeding made by any third party against an Indemnified Party;
provided,
however,
that the Indemnified Party shall be entitled to participate in such
defense with counsel of its choice and at its own expense and, if
(i) the
Indemnifying Party is also a party to such claim, action, suit or
proceeding and the Indemnified Party determines in good faith that
joint
representation would be inappropriate, (ii) the Indemnifying Party
does
not provide a competent and vigorous defense, or (iii) the Indemnifying
Party agrees, then the Indemnified Party’s participation shall be at the
expense of the Indemnifying Party. The Indemnified Party shall provide
such cooperation and access to its books, records and properties
as the
Indemnifying Party shall reasonably request with respect to such
matter;
and the parties shall cooperate with each other in order to ensure
the
proper and adequate defense thereof. An Indemnified Party shall not
settle
any claim subject to indemnification hereunder without the prior
written
consent of the Indemnifying Party, which consent shall not be unreasonably
withheld or delayed.
|
(b)
|
With
regard to claims of third parties for which indemnification is payable
hereunder, such indemnification shall be paid by the Indemnifying
Party
upon the earliest to occur of: (i) the entry of a judgment against
the
Indemnified Party; (ii) the settlement of the claim; (iii) with respect
to
indemnities for tax liabilities, upon the issuance of any final resolution
by a taxation authority; or (iv) with respect to claims before any
administrative or regulatory authority, when the Loss is finally
determined and not subject to further review or appeal; provided,
however,
that the Indemnifying Party shall pay on the Indemnified Party’s demand
any cost or expense reasonably incurred by the Indemnified Party
in
defending or otherwise dealing with such
claim.
|
(c)
|
To
seek indemnification hereunder, an Indemnified Party shall notify
the
other party hereto of any claim for indemnification, specifying in
reasonable detail the nature of the Loss and the amount or an estimate
of
the amount thereof. Neither the giving of such notice nor the failure
to
give such notice shall constitute an election of remedies or limit
an
Indemnified Party in any manner in the enforcement of any other remedies
that may be available to it, including the right to proceed against
an
Indemnifying Party.
|
6.1
|
Entire
Agreement.
This Agreement, and the other certificates, agreements, and other
instruments to be executed and delivered by the parties in connection
with
the transactions contemplated hereby, constitute the sole understanding
of
the parties with respect to the subject matter
hereof.
|
6.2
|
Parties
Bound by Agreement; Successors and Assigns.
The terms, conditions, and obligations of this Agreement shall inure
to
the benefit of and be binding upon the parties hereto and their respective
successors and assigns.
|
6.3 |
Amendments
and Waivers.
No modification, termination, extension, renewal or waiver of any
provision of this Agreement shall be binding upon a party unless
made in
writing and signed by such party. A waiver on one occasion shall
not be
construed as a waiver of any right on any future occasion. No delay
or
omission by a party in exercising any of its rights hereunder shall
operate as a waiver of such
rights.
|
6.4
|
Severability.
If for any reason any term or provision of this Agreement is held
to be
invalid or unenforceable, all other valid terms and provisions hereof
shall remain in full force and effect, and all of the terms and provisions
of this Agreement shall be deemed to be severable in nature.
|
6.5
|
Attorney’s
Fees.
Should any party hereto retain counsel for the purpose of enforcing,
or
preventing the breach of, any provision hereof including the institution
of any action or proceeding, whether by arbitration, judicial or
quasi-judicial action or otherwise, to enforce any provision hereof
or for
damages for any alleged breach of any provision hereof, or for a
declaration of such party’s rights or obligations hereunder, then, whether
such matter is settled by negotiation, or by arbitration or judicial
determination, the prevailing party shall be entitled to be reimbursed
by
the losing party for all costs and expenses incurred thereby, including
reasonable attorneys’ fees for the services rendered to such prevailing
party.
|
6.6
|
Counterparts.
This Agreement may be executed in one or more counterparts, each
of which
shall for all purposes be deemed to be an original and all of which
shall
constitute the same instrument. Each
counterpart including a facsimile transmission of this Agreement
shall be
deemed to be an original and shall have the same force and effect
as an
original. In the event that a facsimile transmission of this Agreement
is
signed or any counterpart is signed and transmitted by facsimile,
the
hardcopy thereof may be signed subsequently but must be dated concurrently
with the facsimile transmission.
|
6.7
|
Headings.
The headings of the Sections and paragraphs of this Agreement are
inserted
for convenience only and shall not be deemed to constitute part of
this
Agreement or to affect the construction
hereof.
|
6.8
|
Expenses.
Except as specifically provided herein, each of the Shareholders
and Buyer
shall pay all of its own costs and expenses incurred by it or on
its
behalf in connection with this Agreement and the transactions contemplated
hereby, including fees and expenses of its own financial consultants,
accountants, and counsel.
|
6.9
|
Notices.
All notices, requests, demands, claims, and other communications
which are
required or may be given under this Agreement shall be in writing
and
shall be deemed to have been duly given: when received, if personally
delivered; when transmitted, if transmitted by telecopy; five business
days after such notice, request, demand claim or other communication
is
sent, if sent by registered or certified mail, return receipt requested,
postage prepaid, and addressed to the intended recipient as set forth
below:
|
if
to the Shareholders to:
Shareholder
1.
Frank
Towers
Catterall
Hall Farm
Catterall
Lane
Catterall,
Preston, PR3
0PA
Lancashire UK
Telephone:
+44 780 228533
Email:
frank@upwoodpark.co.uk
Shareholder
2.
Neal
John Walmsley
12
Old Lancaster Rd
Catterall,
Preston PR3 OHN, UK
Phone:
+44 797 1268059
Email:
nw@goots.co.uk
Shareholder
3.
Eric
Royds
3
Heath Ave
Halifax,
HX3 OEA, UK
Telephone:
+44 7800 963453
Email:
home@groovers.f9.co.uk
Shareholder
4.
Farzad
Zamanian
5
Hollingwood Rise
Ilkley
LS29 9PW, UK
Telephone:
+44 776 4404915
Email:
farzadzamanian@aol.com
|
if
to the Company to:
Technology
Alternatives Ltd.
c/o
Arguelles & Company LLC
Attorneys-at-Law
35
New Road
Belize,
Central America
Attention:
Emil Arguelles
Facsimile:
501-223-6403
|
if
to Buyer to:
Global
Clean Energy Holdings, Inc.
6033
W. Century Blvd, Suite 895
Los
Angeles, CA 90045
Attention:
Richard Palmer
Facsimile:
(310)641-4230
|
6.10 |
Governing
Law.
This Agreement shall be construed in accordance with and governed
by the
laws of Belize without
giving effect to the principles of choice of law thereof.
|
6.11 |
Remedies.
In
the event of a dispute between the parties, each party shall
be entitled
to pursue all remedies available at law or in equity and may institute
any
and all legal proceedings against the offending party to enforce
any and
all rights which they may have or become entitled to under and by
virtue
of this Agreement.
|
6.12 |
Waiver
of Certain Damages.
Except as prohibited by law, each party hereby waives any right it
may
have to claim or recover any special, exemplary, punitive or consequential
damages other than, or in addition to, actual damages in connection
with
any dispute arising under or in connection with any matter related
to this
Agreement or any related
agreement.
|
6.13 |
References,
etc.
|
(a)
|
Whenever
reference is made in this Agreement to any Article, Section, paragraph,
Schedule or Exhibit, such reference shall be deemed to apply to the
specified Article, Section or paragraph of this Agreement or the
specified
Schedule or Exhibit attached to this
Agreement.
|
(a)
|
The
word “including” when used herein is not intended to be exclusive and
means “including, without
limitation.”
|
6.14 |
Strict
Construction.
The language used in this Agreement will be deemed to be the language
chosen by the parties hereto to express their mutual intent, and
no rule
of strict construction will be applied against any
person.
|
SHAREHOLDER
1:
|
Frank
Towers
|
SHAREHOLDER
2:
|
Neal
John Walmsley
|
SHAREHOLDER
3:
|
Eric
Royds
|
SHAREHOLDER
4:
|
Farzad
Zamanian
|
COMPANY:
|
|
Technology
Alternatives Limited
|
|
By:
|
Name:
|
Neal
Walmsley
|
Position:
|
Director
|
By:
|
Name:
|
Jaseth
M. Jackson
|
Position:
|
Secretary
|
Global
Clean Energy Holdings, Inc.
|
|
By:
|
|
Title:
Chief Executive Officer
|
Buyer
|
Number of Shares of the
Company Being
Acquired
|
Number of Shares of the
BUYER’S Common
Stock Issued
|
|||||
Shareholder 1
|
2,387
|
3,017,063
|
|||||
Shareholder
2
|
2,600
|
3,286,285
|
|||||
Shareholder
3
|
3,581
|
4,526,226
|
|||||
Shareholder
4
|
1,432
|
1,873,183
|
Buyer
|
Value
of Loan to
Shareholder
|
|
Shareholder
1
|
Belize
$ 259,837.78
|
|
Shareholder
2 (Dorothy Walmsley)
|
Belize
$ 66,799.21
|
|
Shareholder
3
|
Belize
$ 389,811.10
|
|
Shareholder
4
|
Belize
$ 155,880.90
|