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.
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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.
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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.
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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 recorded (or to be recorded) on the
land. “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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
|
5.3
|
Indemnification by
Buyer. Buyer shall indemnify, defend, and hold harmless
the Shareholders 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
Losses asserted against, resulting to, imposed upon, or incurred by the
Shareholders, to the extent arising from any of the
following:
|
|
(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
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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
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6.10
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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.
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6.11
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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.
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6.12
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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.
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6.13
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References,
etc.
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(a)
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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.
|
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(a)
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The
word “including” when used herein is not intended to be exclusive and
means “including, without
limitation.”
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6.14
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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.
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SHAREHOLDER
1:
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Frank
Towers
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SHAREHOLDER
2:
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Neal
John Walmsley
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SHAREHOLDER
3:
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Eric
Royds
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SHAREHOLDER
4:
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Farzad
Zamanian
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COMPANY:
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||
Technology
Alternatives Limited
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||
By:
|
|
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Name: Neal
Walmsley
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||
Position:
Director
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BUYER:
|
||
Global
Clean Energy Holdings, Inc.
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||
By:
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|
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Name:
Richard Palmer
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||
Title:
Chief Executive Officer
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Buyer
|
Number
of Shares of the
Company
Being
Acquired
|
Number
of Shares of the
BUYER’S
Common
Stock Issued
|
Shareholder
1
|
2,387
|
2,126,391
|
Shareholder
2
|
2,600
|
2,316,136
|
Shareholder
3
|
3,581
|
3,190,032
|
Shareholder
4
|
1,432
|
1,320,198
|