GOLD STANDARD, INC.
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is made as of the 19 day of
December, 2003, by and among Gold Standard Inc., a Utah corporation (the
"Company"), and FCMI Financial Corporation ( the "Purchaser").
RECITALS
A. The Company desires to obtain funds from the Purchaser in order to
further the operations of the Company.
B. In order to obtain such funds, the Company is offering (the
"Offering") up to an aggregate of 1,100,000 shares (the "Shares") of common
stock, $.001 par value per share (the "Common Stock"), on the terms and
subject to the conditions set forth herein.
AGREEMENT
It is agreed as follows:
1. PURCHASE AND SALE OF SHARES.
1.1 Purchase and Sale of Shares. In reliance upon the
representations and warranties of the Company and the Purchaser contained
herein and subject to the terms and conditions set forth herein, at the
closing (the "Closing"), the Company shall issue and sell to the Purchaser,
and the Purchaser shall purchase from the Company, the Shares in consideration
of the aggregate sum of $250,000 (the "Purchase Price").
1.2 Deliveries by Purchaser. The Purchaser shall deliver a check
or wire transfer to the account of the Company previously provided to
Purchaser in the amount of the aggregate Purchase Price.
2. CLOSING(S).
2.1 Date and Time. The Closing of the sale of Shares
contemplated by this Agreement shall take place at the offices of the Company
or at such other place as the Company and the Purchaser shall agree in
writing, on or before December 22, 2003, unless otherwise extended by mutual
agreement (the "Closing Date").
2.2 Deliveries. At the Closing, or as soon thereafter as
practicable, the Company will cause to be issued to the Purchaser a stock
certificate representing the Shares purchased by the Purchaser against payment
of the Purchase Price. Each such Share certificate shall be in definitive
form and registered in the name of the Purchaser, against delivery to the
Company by the Purchaser of the Purchase Price.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
As a material inducement to the Purchaser to enter into this Agreement
and to purchase the Shares, the Company represents and warrants that the
following statements are true and correct in all material respects as of the
date hereof and will be true and correct in all material respects at Closing,
except as expressly qualified or modified herein.
3.1 Organization and Good Standing. The Company is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Utah and has full corporate power and authority to enter
into and perform its obligations under this Agreement, and to own its
properties and to carry on its business as presently conducted and as proposed
to be conducted. The Company is duly qualified to do business as a foreign
corporation in every jurisdiction in which the failure to so qualify would
have a material adverse effect upon the Company.
3.2 Capitalization. The Company is authorized to issue
100,000,000 shares of common stock of which, as of November 30, 2003,
10,158,864 shares were issued and outstanding. All outstanding shares of
common stock have been duly authorized and validly issued, and are fully paid,
nonassessable and free of any preemptive rights.
3.3 Validity of Transactions. This Agreement, and each document
executed and delivered by the Company in connection with the transactions
contemplated by this Agreement, have been duly authorized by all necessary
corporate action on the part of the Company and have been duly executed and
delivered by the Company and is each the legally valid binding obligation of
the Company, enforceable in accordance with its terms, except as limited by
applicable bankruptcy, insolvency reorganization and moratorium laws and other
laws affecting enforcement of creditor's rights generally and by general
principles of equity.
3.4 Valid Issuance of Shares. The Shares that are being issued
to the Purchaser hereunder, when issued, sold and delivered in accordance with
the terms hereof for the consideration expressed herein, will be duly
authorized, validly issued, fully paid and nonassessable and free of
restrictions on transfer, other than restrictions on transfer specified in
Section 4.4 of this Agreement and under applicable federal and state
securities laws, and will be free of all other liens and adverse claims.
3.5 No Violation. The execution, delivery and performance of
this Agreement have been duly authorized by the Company's Board of Directors
and do not and will not violate any law or any order of any court or
government agency applicable to the Company, as the case may be, or the
Articles of Incorporation or Bylaws of the Company, and will not result in any
breach of or default under, or, result in the creation of any encumbrance
upon any of the assets of the Company pursuant to the terms of any agreement
or instrument by which the Company or any of its assets may be bound. The
Company is not in default in the performance, observance or fulfillment of any
of the obligations, covenants, or conditions contained in any agreement,
indenture, or instrument to which it is a party or by which it or its
properties are bound except for any such defaults which, individually or in
the aggregate, would not have a material adverse effect on the business,
financial condition or results of operations of the Company and its
subsidiaries, taken as a whole. No approval of or filing with any
governmental authority or any stock exchange on the part of the Company is
required for the Company to enter into, execute or perform this Agreement.
3.6 SEC Reports and Financial Statements. The Company has
provided access to the Purchaser of its Annual Report on Form 10-KSB for the
fiscal year ended October 31, 2002, its Quarterly Reports on Form 10-QSB for
the quarterly periods ended July 31, 2002; January 31, 2003; April 30, 2003;
and July 31, 2003, filed with the U.S. Securities and Exchange Commission and
its Current Reports on Form 8-K dated March 18, 2003; April 1, 2003; May 1,
2003; May 20, 2003 and July 9, 2003 (collectively, the "SEC Reports"). At
its filing date, each SEC Report complied in all material respects with the
requirements of the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Securities and Exchange Commission (the "SEC")
thereunder. The information in the SEC Reports, taken as a whole, is true
and correct in all material respects and does not contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make
the statements therein, in light of the circumstances under which they were
made, not misleading. Since October 31, 2002, no event has occurred which
should have been disclosed or reported in a periodic or other report filed
with the SEC that has not been so disclosed or reported. The financial
statements in the Company's Annual Report on Form 10-KSB and in its Quarterly
Reports on Form 10-QSB included in the SEC reports present fairly the
financial position, results of operations and cash flows of the Company as at
the dates and for the periods covered thereby in accordance with generally
accepted accounting principles consistently applied, subject only, in the case
of financial statements included in the Forms 10-QSB, to adjustments
consisting only of normal year-end adjustments.
3.7 Subsidiaries. Except as set forth in the SEC Reports, the
Company does not own, directly or indirectly, any equity or debt securities of
any corporation, partnership, or other entity.
3.8 Litigation. Except as set forth in the SEC Reports, there
are no suits or proceedings (including without limitation, proceedings by or
before any arbitrator, government commission, board, bureau or other
administrative agency) pending or, to the knowledge of the Company, threatened
against or affecting the Company or any of its subsidiaries which, if
adversely determined, would have a material adverse effect on the consolidated
financial condition, results of operations, prospects or business of the
Company, and neither the Company nor any of its subsidiaries are subject to or
in default with respect to any order, writ, injunction or decree of any
federal, state, local or other governmental department.
3.9 Taxes. Federal income tax returns and state and local
income tax returns for the Company and its subsidiaries have been filed as
required by law; all taxes as shown on such returns or on any assessment
received subsequent to the filing of such returns have been paid, and there
are no pending assessments or adjustments or any income tax payable for which
reserves, which are reasonably believed by the Company to be adequate for the
payment of any additional taxes that may come due, have not been established.
All other taxes imposed on the Company and its Subsidiaries have been paid and
any reports or returns due in connection herewith have been filed.
3.10 Securities Law Compliance. Assuming the accuracy of the
representations and warranties of the Purchaser set forth in Section 4 of this
Agreement, the offer, issue, sale and delivery of the Shares will constitute
an exempted transaction under the Securities Act of 1933, as amended and now
in effect ("Securities Act"), and registration of the Shares under the
Securities Act is not required. The Company shall make such filings as may be
necessary to comply with the Federal securities laws, which filings will be
made in a timely manner.
3.11 Liabilities. Except for obligations disclosed or reserved
for in the most recent balance sheet included in the SEC Reports, the Company
has no material liabilities, contingent or otherwise, other than liabilities
incurred in the ordinary course of business since that date, none of which is
material to the business, properties or financial condition of the Company.
Since the date of the most recent balance sheet included in the SEC Reports,
there has not been any material adverse change in the business, financial
condition or results of operations of the Company and its subsidiaries from
that shown in such balance sheet or the related statements of operations and
cash flows financial statements. The Company maintains and will continue to
maintain a standard system of accounting established and administered in
accordance with generally accepted accounting principles.
3.12 No Broker. No agent, broker, investment or commercial
banker, person or firm acting on behalf of the Company or under authority of
the Company is or will be entitled to any broker's or finder's fee or an other
commission or similar fee directly or indirectly in connection with any of the
transactions contemplated by this Agreement.
4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.
The Purchaser hereby represents, warrants and covenants with the Company
as follows:
4.1 Legal Power. The Purchaser has the requisite corporate
power, and is authorized to enter into this Agreement, to purchase the Shares
hereunder and to carry out and perform its obligations under the terms of this
Agreement.
4.2 Due Execution. This Agreement has been duly authorized,
executed and delivered by the Purchaser, and, upon due execution and delivery
by the Company, this Agreement will be a valid and binding agreement of the
Purchaser.
4.3 Receipt and Review of SEC Reports. The Purchaser represents
that the Purchaser had access to and has reviewed the SEC Reports and has been
given full and complete access to the Company for the purpose of obtaining
such information as the Purchaser or its qualified representative has
reasonably requested in connection with the decision to purchase Shares. The
Purchaser represents that the Purchaser has been afforded the opportunity to
ask questions of the officers of the Company regarding its business prospects
and the Shares, all as the Purchaser or the Purchaser's qualified
representative have found necessary to make an informed investment decision to
purchase the Shares. The foregoing notwithstanding, the Company represents
and confirms to Purchaser that it has not provided any "material non-public
information" within the meaning of SEC Regulation F-D to the Purchaser.
4.4 Restricted Securities. The Purchaser has been advised that
the Shares have not been registered under the Securities Act or any other
applicable securities laws and that the Shares are being offered and sold
pursuant to Section 4(2) of the Securities Act thereunder, and that the
Company's reliance upon Section 4(2) is predicated in part on the Purchaser's
representations as contained herein.
4.4.1 The Purchaser is an "accredited investor" as defined
under Rule 501 of the Securities Act.
4.4.2 The Purchaser acknowledges that the Shares have
not been registered under the Securities Act or the securities laws of any
state or country and are being offered, and will be sold, pursuant to
applicable exemptions from such registration for nonpublic offerings and will
be issued as "restricted securities" as defined by Rule 144 promulgated
pursuant to the Securities Act. The Shares may not be resold in the absence
of an effective registration thereof under the Securities Act and applicable
state securities laws unless, in the opinion of counsel acceptable to the
Company, an applicable exemption from registration is available.
4.4.3 The Purchaser is acquiring the Shares for its own
account, for investment purposes only and not with a view to, or for sale in
connection with, a distribution, as that term is used in Section 2(11) of the
Securities Act, in a manner which would require registration under the
Securities Act.
4.4.4 The Purchaser understands and acknowledges that
the Shares will bear the following legend or a reasonable facsimile thereof:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION THEREOF UNDER THE SECURITIES ACT OF 1933 AND/OR THE SECURITIES
ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO
THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ACTS.
4.4.5 The Purchaser acknowledges that an investment in the
Shares is not liquid and is transferable only under limited conditions. The
Purchaser acknowledges that such securities must be held indefinitely unless
they are subsequently registered under the Securities Act or an exemption from
such registration is available. The Purchaser is aware of the provisions of
Rule 144 promulgated under the Securities Act, which permits limited resale of
securities purchased in a private placement subject to the satisfaction of
certain conditions and that such Rule is not now available and, in the future,
may not become available for resale of the Shares.
4.5 Purchaser Sophistication and Ability to Bear Risk of Loss.
The Purchaser acknowledges that it is able to protect its interests in
connection with the acquisition of the Shares and can bear the economic risk
of investment in such securities without producing a material adverse change
in Purchaser's financial condition. The Purchaser otherwise has such
knowledge and experience in financial or business matters that the Purchaser
is capable of evaluating the merits and risks of the investment in the Shares.
4.6 Purchases by Groups. The Purchaser represents, warrants and
covenants that it is not acquiring the Shares as part of a group within the
meaning of Section 13(d)(3) of the Exchange Act , except as set forth in the
Schedule 13D, as amended, filed by Purchaser with the SEC with respect to the
Common Stock.
5. CONDITIONS TO CLOSING.
5.1 Conditions to Obligations of the Purchaser. The Purchaser's
obligation to purchase the Shares at the Closing is subject to the
fulfillment, at or prior to such Closing, of all of the following conditions:
5.1.1 Representations and Warranties True; Performance of
Obligations. The representations and warranties made by the Company in Section
3 and the last sentence of Section 4.3 hereof shall be true and correct in all
material respects at the Closing with the same force and effect as if they had
been made on and as of said date; and the Company shall have performed all
obligations and conditions herein required to be performed by it on or prior
to the Closing. Consummation of the Closing by the Company shall constitute
the Company's certification to the Purchaser that, as of the Closing date, the
conditions set forth in this Section 5.1.1 have been fulfilled.
5.1.2 Proceedings and Documents. All corporate and other
proceedings in connection with the transactions contemplated at the Closing
hereby and all documents and instruments incident to such transactions shall
be reasonably satisfactory in substance and form to the Purchaser.
5.1.3 Qualifications, Legal and Investment. All
authorizations, approvals, or permits, if any, of any governmental authority
or regulatory body of the United States that are required in connection with
the lawful sale and issuance of the Shares pursuant to this Agreement shall
have been duly obtained and shall be effective on and as of the Closing. No
stop order or other order enjoining the sale of the Shares shall have been
issued and no proceedings for such purpose shall be pending or, to the
knowledge of the Purchaser, threatened by the SEC, or any commissioner of
corporations or similar officer of any state having jurisdiction over this
transaction. At the time of the Closing, the sale and issuance of the Shares
shall be legally permitted by all laws and regulations to which the Purchaser
and the Company are subject.
5.2 Conditions to Obligations of the Company. The Company's
obligation to issue and sell the Shares at the Closing is subject to the
fulfillment to the Company's satisfaction, on or prior to the Closing, of the
following conditions:
5.2.1 Representations and Warranties True. The
representations and warranties made by the Purchaser in Section 4 hereof shall
be true and correct at the Closing with the same force and effect as if they
had been made on and as of the Closing. Consummation of the Closing by the
Purchaser shall constitute the Purchaser's certification to the Purchaser
that, as of the Closing date, the conditions set forth in this Section 5.2.1
have been fulfilled.
5.2.2 Performance of Obligations. The Purchaser shall have
performed and complied with all agreements and conditions herein required to
be performed or complied with by them on or before the Closing, and the
Purchaser shall have delivered payment to the Company in respect of its
purchase of Shares.
5.2.3 Qualifications, Legal and Investment. All
authorizations, approvals, or permits, if any, of any governmental authority
or regulatory body of the United States that are required in connection with
the lawful sale and issuance of the Shares pursuant to this Agreement shall
have been duly obtained and shall be effective on and as of the Closing. No
stop order or other order enjoining the sale of the Shares shall have been
issued and no proceedings for such purpose shall be pending or, to the
knowledge of the Company, threatened by the SEC, or any commissioner of
corporations or similar officer of any state having jurisdiction over this
transaction. At the time of the Closing, the sale and issuance of the Shares
shall be legally permitted by all laws and regulations to which the Purchaser
and the Company are subject.
Consummation of the Closing by the Purchaser shall
constitute the Purchaser's certification to the Purchaser that, as of the
Closing date, the conditions set forth in this Section 5.2.1 have been
fulfilled.
6. SURVIVAL; INDEMNIFICATION
6.1 Survival. The representations and warranties of the parties
set forth herein shall survive the closing hereunder until expiration of the
applicable limitations period.
6.2 Indemnification. The Company shall indemnify, defend and
hold harmless the Purchaser and its directors, officers, employees,
affiliates, agents and assigns (collectively, the "Indemnified Persons) from
and against any and all losses, liabilities, damages, demands, claims,
actions, judgments or causes of action, assessments, costs and expenses
including, without limitation, interest, penalties and attorneys' and
accountant's fees asserted against, resulting to, or imposed upon or incurred
or suffered by any Indemnified Person, directly or indirectly, as a result of,
or based upon or arising from any material inaccuracy in or materials breach,
non-fulfillment or failure to perform, any of the representations, warranties,
covenants or agreements made by the Company in or pursuant to this Agreement.
7. REGISTRATION RIGHTS.
7.1 The Company filed its registration statement on Form S-3 of
the SEC on May 13, 1996, Registration No. 333-03619, which
was amended on May 20, 1996 (the "1996 Registration
Statement"), and declared effective by the SEC on May 20,
1996, that included certain shares of Common Stock owned by
the Purchaser. To the Company's knowledge, the 1996
Registration Statement continues to be effective on the date
of this Agreement. No stop order suspending the
effectiveness of the 1996 Registration Statement has been
issued or, to the Company's knowledge, threatened by the
SEC. The Company shall determine by January 7, 2004,
whether the 1996 Registration Statement is still current and
effective or not, and, if effective, whether the shares
presently included in the 1996 Registration Statement
include all 841,744 shares of Common Stock presently owned
by the Purchaser (after giving effect to all stock splits,
reverse splits, stock dividends and other share
restructurings effected by the Company subsequent to May 13,
1996) but prior to giving effect to the issuance of the
Shares pursuant to this Agreement (the "Initial Shares"), at
which time it shall advise the Purchaser of its findings.
If the 1996 Registration Statement is presently current and
effective, the Company will file a new registration
statement on Form S-3 (or such other available Form) with
the Securities and Exchange Commission (the "Shelf
Registration Statement") registering (i) all Shares of
Common Stock being purchased by the Purchaser hereunder, and
(ii) if all of the Initial Shares of Common Stock are not
included in the 1996 Registration Statement, any such
Initial Shares not so included, for sale by the Purchaser
from time to time on a continuous or delayed basis pursuant
to Rule 415 under the Securities Act, including sales to or
through one or more registered broker-dealers acting as
principal or agent or in block transactions. The Shelf
Registration Statement shall be prepared and filed at the
sole cost and expense of the Company, on the earlier of
thirty (30) days from advice from the Purchaser that it has
sold all but 50,000 of the shares of Common Stock of the
Company that were registered under the 1996 Registration
Statement or January 31, 2005; except that if the 1996
Registration Statement is not presently current and
effective, the Company shall file the Shelf Registration
Statement, at its sole cost and expense, registering all
Shares of Common Stock being purchased by the Purchaser
hereunder, along with all other shares of Common Stock of
the Company then owned by the Purchaser, on or before
January 31, 2004, or as soon thereafter as is reasonably
practicable.
7.2 The Company will use its best efforts to cause the Shelf
Registration Statement to become effective and to maintain a
Prospectus which satisfies the requirements of the
Securities Act, until the Purchaser has sold all of the
Common Stock pursuant to the Shelf Registration Statement or
the Purchaser is legally permitted to sell all of the Common
Stock then held by Purchaser to the public without an
effective registration statement, under the Securities Act
in place with respect thereto and without limitation
regarding the manner of sale of the Common Stock or the
number of shares of Common Stock sold at any time (the
"Registration Termination Date").
7.3 The Company will advise the Purchaser promptly as to the
time at which the Shelf Registration Statement becomes
effective and of the issuance by the SEC of any stop order
suspending the effectiveness of the Shelf Registration
Statement or of the institution of any proceedings for such
purpose, and the Company will use its best efforts to
prevent the issuance of any such stop order and to obtain,
as soon as possible, the removal thereof if issued.
7.4 Until Registration Termination Date, the Company will advise
the Purchaser promptly of any requirement by the SEC for any
amendment of the Shelf Registration Statement or supplement
to the Prospectus included therein or for additional
information, and the Purchaser will provide any information
reasonably requested by the Company for any such amendment
or supplement and will refrain from selling any of the
Common Stock until such supplement has been filed with the
SEC and an appropriate Prospectus supplement has been made
available to the Purchaser or until any such amendment has
been declared effective by the SEC and a Prospectus
reflecting such amendment has been made available to the
Purchaser. Copies of any such amendment to the Shelf
Registration Statement or supplement to the Prospectus
contained therein shall be provided to the Purchaser
promptly after the filing or effectiveness thereof.
7.5 When the Shelf Registration Statement becomes effective it
will comply fully with the provisions of the Securities Act
and the rules and regulations thereunder. From and after
the effective date of the Shelf Registration Statement, and
until the Registration Termination Date, if any event occurs
as a result of which the Prospectus would include an untrue
statement of a material fact or omit to state any material
fact necessary to make the statements therein not
misleading, of if it is necessary at any time to amend the
Shelf Registration Statement or supplement the Prospectus to
comply with the Securities Act, the Company will promptly
notify the Purchaser and the Company will prepare and file
with the SEC an amended Registration Statement or
supplemented Prospectus that will correct such statement or
omission and will use its best efforts to cause any such
amendment to become effective as promptly as possible.
7.6 The Purchaser agrees that it will provide promptly upon the
Company's request such written information, documents and
written representations as counsel for the Company shall
determine to be reasonably necessary for and incident to
obtaining registration of the Common Stock under the
Securities Act and to obtain registration, qualification or
exemption therefrom under applicable state securities or
blue sky laws. The Purchaser further agrees that it will
notify the Company with reasonable promptness upon the
conclusion of its sale or transfer of the Common stock under
the Shelf Registration Statement.
7.7 Prior to any public offering of the Common Stock, the
Company will use its best efforts to register or qualify (or
to obtain exemption therefrom) the Common Stock for offer
and sale under the securities or blue sky laws of such
jurisdictions of the United States as the Purchaser
reasonably requests in writing and do any and all other acts
or things necessary or advisable to enable the disposition
in such jurisdiction of the Common Stock covered by the
Shelf Registration Statement; provided that the Company will
not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified or to take
any action which would subject it to general service of
process in any such jurisdiction where it is not then so
subject.
8. MISCELLANEOUS.
8.1 Governing Law. This Agreement shall be governed by and
construed under the laws of the State of Utah.
8.2 Successors and Assigns. Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors, and administrators of
the parties hereto.
8.3 Entire Agreement. This Agreement and the other documents
delivered pursuant hereto and thereto, constitute the full and entire
understanding and agreement among the parties with regard to the subjects
hereof and no party shall be liable or bound to any other party in any manner
by any representations, warranties, covenants, or agreements except as
specifically set forth herein or therein. Nothing in this Agreement, express
or implied, is intended to confer upon any party, other than the parties
hereto and their respective successors and assigns, any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided herein.
8.4 Severability. In case any provision of this Agreement shall
be invalid, illegal, or unenforceable, it shall to the extent practicable, be
modified so as to make it valid, legal and enforceable and to retain as nearly
as practicable the intent of the parties, and the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
8.5 Amendment and Waiver. Except as otherwise provided herein,
any term of this Agreement may be amended, and the observance of any term of
this Agreement may be waived (either generally or in a particular instance,
either retroactively or prospectively, and either for a specified period of
time or indefinitely), with the written consent of the Company and the
Purchaser. Any amendment or waiver effected in accordance with this Section
shall be binding upon each future holder of any security purchased under this
Agreement (including securities into which such securities have been
converted) and the Company.
8.6 Notices. All notices and other communications required or
permitted hereunder shall be in writing and shall be effective when delivered
personally, or sent by telex or telecopier (with receipt confirmed), provided
that a copy is mailed by registered mail, return receipt requested, or when
received by the addressee, if sent by Express Mail, Federal Express or other
express delivery service (receipt requested) in each case to the appropriate
address set forth below:
If to the Company: Gold Standard, Inc.
Xxxxxx Xxxxxxxx
Xxxxx 000
XXX, Xxxx 00000
Telecopy: 000-000-0000
With a copy to: Xxxxxxx X. Xxxxxxxxxx, Esq.
Suite 205, 455 East 000 Xxxxx Xxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Telecopy: 000-000-0000
If to a Purchaser: FCMI Financial Corporation
000 Xxx Xxxxxx, Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxxxx
Telecopy: 000-000-0000
With a copy to: Xxxxxx X. Xxxxxxx, Esq.
O'Melveny & Xxxxx LLP
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx XX 00000
Telecopy: 000 000-0000
8.7 Titles and Subtitles. The titles of the paragraphs and
subparagraphs of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
GOLD STANDARD, INC.
By /s/Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: President
Address: Xxxxxx Xxxxxxxx, Xxxxx 000
XXX, Xxxx 00000
PURCHASER:
FCMI Financial Corporation
By /s/Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title:
Address: 000 Xxx Xxxxxx, Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxxxx
