BONUS SHARES AGREEMENT
THIS AGREEMENT dated as of the 14th day of February, 2005
BETWEEN:
XXXXX XXXXXXXXX of 0000 00xx Xxxxxx, Xxxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxx X0X 0X0
(hereinafter called "Xxxxxxxxx")
OF THE FIRST PART
AND:
EYI INDUSTRIES INC., a Nevada corporation with its corporate
address at 0000 Xxxxxx Xxxxxx Xxxxxxx, Xxxxx 000, Xxx
Xxxxx, Xxxxxx 00000
(hereinafter called the "Corporation")
OF THE SECOND PART
WHEREAS:
A. The Corporation wishes to borrow $200,000 (the "Loan") from Cornell
Capital Partners L.P. ("Cornell");
X. Xxxxxxx requires a guarantee of the Loan in the form attached as
Schedule A hereto (the "Guaranty") secured by a pledge of 3,000,000
shares (the Pledged "Shares") of the Corporation's common stock in
the form attached as Schedule B hereto (the "Pledge");
C. For the consideration set out below, Xxxxxxxxx has agreed to
provide the Guaranty and the Pledge;
X. Xxxxxxxxx requires that the Corporation provide certain
assurances to her;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of
the sum of $1.00 paid by each party to the other (the receipt of
which is hereby acknowledged) the parties hereto mutually
covenant and agree as follows:
1. Xxxxxxxxx agrees to provide the Guaranty and the Pledge.
2. In consideration of Xxxxxxxxx providing the Guaranty and the
Pledge, the Corporation agrees to issue to Xxxxxxxxx 800,000
shares of common stock (the "Xxxxxxxxx Shares") at a
deemed price of $0.05 per share.
3. Xxxxxxxxx represents and warrants to the Corporation that
Xxxxxxxxx is not a "U.S. Person" as defined by Regulation S of
the United States Securities Act of 1933 (the "Securities Act")
and is not acquiring the Xxxxxxxxx Shares for the account or
benefit of a U.S. Person.
4. Xxxxxxxxx acknowledges that the Xxxxxxxxx Shares are
"restricted securities" within the meaning of the Securities Act
and will be issued to Xxxxxxxxx in accordance with Regulation
S of the Securities Act. Xxxxxxxxx further acknowledges that
the Corporation has not agreed to register the resale of the
Xxxxxxxxx Shares under the Securities Act.
5. Xxxxxxxxx agrees not to engage in hedging transactions with
regard to the Xxxxxxxxx Shares unless in compliance with the
Securities Act.
6. Xxxxxxxxx and the Corporation agree that the Corporation
will refuse to register any transfer of the Xxxxxxxxx Shares
not made in accordance with the provisions of Regulation S
of the Securities Act, pursuant to registration under the
Securities Act, pursuant to an available exemption from
registration, or pursuant to this Agreement.
7. Xxxxxxxxx agrees to resell the Xxxxxxxxx Shares only in
accordance with the provisions of Regulation S of the
Securities Act, pursuant to registration under the Securities
Act, or pursuant to an available exemption from registration
pursuant to the Securities Act.
8. Xxxxxxxxx acknowledges and agrees that all certificates
representing the Xxxxxxxxx Shares will be endorsed with the
following legend in accordance with Regulation S of the
Securities Act:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND
HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S
PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED
FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT".
9. As additional consideration for Xxxxxxxxx entering in to the
Guaranty and the Pledge, the Corporation agrees to indemnify and
hold harmless Xxxxxxxxx from any and all liability or loss which
she may occur as a result of the Guaranty and the Pledge.
10. For the purposes of determining the liability of the Corporation
to Xxxxxxxxx, in the event that the Escrow Agent under the Pledge shall
deliver the Pledged Shares to Cornell under the terms of the Pledge, the
loss to Xxxxxxxxx shall be deemed to be the greater of $0.06 per share or
the price at which the common stock last traded at the time the Escrow
Agreement delivers the Pledged Shares to Cornell.
11. Any notice required or permitted to be given under this Agreement
shall be in writing and may be given by delivering same or mailing same
by registered mail or sending same by telegram, telex, telecopier or other
similar form of communication to the following addresses:
Xxxxxxxxx: 0000 00xx Xxxxxx,
Xxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
The Corporation: 0000 Xxxxxx Xxxxxx Xxxxxxx, Xxxxx 000,
Xxx Xxxxx, Xxxxxx 00000
Any notice so given shall:
(a) if delivered, be deemed to have been given at the time of delivery;
(b) if mailed by registered mail, be deemed to have been given on the
fourth business day after and excluding the day on which it was so mailed,
but should there be, at the time of mailing or between the time of mailing and
the deemed receipt of the notice, a mail strike, slowdown or other labour
dispute which might affect the delivery of such notice by the mails,
then such notice shall be only effective if actually delivered; and
(c) if sent by telegraph, telex, telecopier or other similar form of
communication, be deemed to have been given or made on the first business day
following the day on which it was sent.
Any party may give written notice of a change of address in the aforesaid
manner, in which event such notice shall thereafter be given to such party
as above provided at such changed address.
12. This Agreement embodies the entire agreement and understanding between
the parties hereto and supersedes all prior agreements and undertakings,
whether oral or written, pertaining to the subject matter hereof.
13. If any one or more of the provisions of this Agreement should be invalid,
illegal or unenforceable in any respect in any jurisdiction, the validity,
legality or enforceability of such provision shall not in any way be affected
or impaired thereby in any other jurisdiction and the validity, legality and
enforceability of the remaining provisions contained herein shall not in any
way be affected or impaired thereby.
14. Each of the parties hereto will cooperate with the others and execute
and deliver to the other parties hereto such other instruments and documents
and take such other actions as may be reasonably requested from time to time
by any other party hereto as necessary to carry out, evidence, and confirm
the intended purposes of this Agreement.
15. This Agreement shall be governed by and be construed in accordance with
the laws of the State of Nevada and the parties hereto agree to submit to
the jurisdiction of the courts of Nevada with respect to any legal proceedings
arising herefrom.
16. This Agreement has been prepared by X'Xxxxx Law Group PLLC acting solely
on behalf of the Corporation and Xxxxxxxxx acknowledges that she has been
advised to obtain independent legal advice.
17. This Agreement may be executed in one or more counterparts, each of
which so executed shall constitute an original and all of which together
shall constitute one and the same agreement.
18. This Agreement shall enure to the benefit of and be binding upon all
parties hereto and their respective heirs, personal representatives,
successors and assigns, as the case may be.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first written above.
/s/ Xxxxx Xxxxxxxxx
XXXXX XXXXXXXXX
EYI INDUSTRIES, INC.
by its authorized signatory:
/s/ Dori Jo. O'Xxxxx
XXXX X. X'XXXXX,
Vice President, Secretary & Treasurer
Schedule A
To the Bonus Shares Agreement
dated as of February 14, 2005
GUARANTY AGREEMENT
Schedule B
To the Bonus Shares Agreement
dated as of February 14, 2005
PLEDGE AND ESCROW AGREEMENT
