EXHIBIT 10.1
SHARE EXCHANGE AGREEMENT
SHARE EXCHANGE AGREEMENT
THIS AGREEMENT dated for reference the 26th day of February, 2004.
BETWEEN:
STANFORD INTERNATIONAL HOLDING CORP.
000 X. Xxxxxxxx, 0xx Xxxxx
Xxx Xxxxxxx, XX 00000, XXX
(hereinafter called the "Vendor" or "SIHC")
AND:
LONGBOW MINING CORP.
000 Xxxxxxx Xxxxx
Xxxx Xxxxxxxxx, XX
Xxxxxx X0X 0X0
(hereinafter called the "Purchaser" or "Longbow")
AND:
BONUSAMERICA CORP.
000 X. Xxxxxxxx, 0xx Xxxxx
Xxx Xxxxxxx, XX 00000, XXX
(hereinafter called the "Company" or "BonusAmerica")
WITNESSES THAT WHEREAS:
A. The Vendor is the legal and beneficial owner of 100% of the Company.
B. The Vendor have agreed to sell and the Purchaser has agreed to purchase
the Company upon the terms and conditions herein set forth.
NOW THEREFORE in consideration of the premises, the covenants and agreements and
warranties hereinafter set forth, it is hereby agreed as follows:
SALE AND PURCHASE
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1. Based on and relying upon the representations and warranties herein, the
Vendor hereby agrees to sell 100% of the Company ("BonusAmerica Shares") to
the Purchaser and the Purchaser hereby agrees to purchase the Company from
the Vendor on the terms and conditions herein contained.
2. The purchase price payable by the Purchaser to the Vendor for the Company
payable on the Closing Date shall be 5,000,000 post-split restricted common
shares ("Longbow Shares") in the capital stock of the Purchaser. The
founders of Longbow will also transfer 6,500,000 post-split restricted
common shares to the Vendor.
3. The Parties hereto do hereby agree that Purchaser shall acquire all of the
outstanding stock of the Company upon the terms and conditions set forth
herein. It is the intention of the Parties hereto that this transaction
qualify as a tax free reorganization under Section 368(a)(1)(B) of the
Internal revenue Code of 1986, as amended, and related sections thereunder.
COMPANY AND VENDORS' REPRESENTATIONS AND WARRANTIES
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4. The Company and the Vendor, jointly and severally, represent and warrant to
the Purchaser, to the best of their knowledge, information and belief after
making due inquiry that:
(a) the Company is a company duly incorporated in California. The Company
is not a reporting company and is a valid and subsisting company in
good standing with all regulatory authorities;
(b) the authorized capital of the Company consists of 3,000,000 shares
with a no par value per share, of which there are 1,000 shares issued
and outstanding;
(c) attached hereto as Exhibit "A" are true and complete copies of the
Company's audited and unaudited financial statements (the "Company's
Financial Statements"). The Company's Financial Statements have been
prepared in accordance with US GAAP and present fairly the financial
position, results of operations and statements of changes in the
Company's financial position for the period indicated.
(d) since December 31, 2003, the Company's business has been operated
substantially in accordance with all laws, rules, regulations, orders
of competent regulatory authorities, and there has not been:
(i) any event or change in circumstances that has had, or which
the Company may expect to have, a material adverse effect on
the Company or its business;
(ii) any change in liabilities of the Company that has had, or
which the Company may expect to have, a material adverse
effect on the Company or its business;
(iii) any incidence, assumption or guarantee of any indebtedness
for borrowed money by the Company;
(iv) any payments by the Company in respect of any indebtedness
of the Company for borrowed money or in satisfaction of any
liabilities of the Company, other than in the ordinary
course of business;
(v) the creation, assumption or sufferance of the existence of
any lien on any assets reflected on the Company Financial
Statements;
(vi) any grant of any severance, continuation or termination pay
to any director, officer, stockholder or employee of the
Company; or any entering into of an employment, deferred
compensation or other similar agreement, or amendment or
variation to any such existing agreement;
(vii) any change by the Company in its accounting principles,
methods or practices or in the manner it keeps its books and
records;
(viii) any distribution, dividend or bonus by the Company to any of
its respective officers, directors, stockholders or
affiliates, or any of their respective affiliates or
associates; and
(ix) any material capital expenditure or commitment by the
Company or material sale, assignment, transfer, lease or
other disposition of or agreement to sell, assign, transfer
lease or otherwise dispose of any asset or property by the
Company other than in the ordinary course of business.
(e) the Company is free and clear of all liens, claims, charges and
encumbrances of every nature and kind whatsoever;
(f) all of the Company's issued and outstanding shares has been duly and
validly authorized and issued in accordance with applicable laws and
are validly outstanding, fully paid and non-assessable shares;
(g) the Vendor is the sole registered beneficial owner of the Company and
have due and sufficient right and authority to transfer the legal and
beneficial title and ownership of the Company to the Purchaser, and
this Agreement, when executed and delivered by the Vendor and Company,
will constitute a legal and binding obligation of each such party
enforceable against it in accordance with its terms;
(h) no person, firm or corporation has any agreement or option or a right
capable of becoming an agreement for the purchase of the Company or
any other shares in the capital of the Company owned by the Vendor or
any right capable of becoming an agreement for the purchase,
subscription or issuance of any of the unissued shares in the capital
of the Company;
(i) the Company has the full corporate power and authority to carry on the
business presently being carried on by it and as proposed to be
carried on by it ;
(j) the Company holds all licenses and permits as may be requisite for
carrying on its business in the manner in which it has heretofore been
carried on.
(k) there are no material liabilities, contingent or otherwise, other than
as set forth in Exhibit "B" attached hereto;
(l) at the Time of Closing, the Company shall not have any liabilities,
contingent or otherwise, other than those liabilities set forth as of
December 31, 2003 in Exhibit "B" attached hereto, except that the
Company may have further liabilities incurred in its normal course of
business for the period from December 31, 2003 to the Date of Closing;
(m) the books and records of the Company fairly and correctly set out and
disclose in all material respects, in accordance with US GAAP, the
financial position of the Company as at the date hereof and all
material financial transactions of the Company relating to its
business have been accurately recorded in such books and records;
(n) no payments of any kind have been made or authorized to or on behalf
of the Vendor or any of them or to or on behalf of officers, directors
or shareholders of the Company or under any management agreements with
the Company which are not recorded in the books or records of the
Company or which have not been disclosed in writing to the Purchaser
other than payments made in the normal course of business;
(o) there is no basis for and there are no actions, suits, judgments,
investigations or proceedings outstanding or pending or to the
knowledge of the Company or the Vendor, jointly or severally,
threatened against or affecting the Company at law or in equity or
before or by any federal, state, municipal or other governmental
department, commission, board, bureau or agency;
(p) to the best of the Vendor's knowledge, the Company is not in breach of
any laws, ordinances, statutes, regulations, by-laws, orders or
decrees to which it is subject or which apply to it;
(q) the Company is not a party to any collective agreement with any labor
union or other association or employees and no attempt has been made
to organize or certify the employees of the Company as a bargaining
unit;
(r) there are no pensions, profit sharing, group insurance or similar
plans or other deferred compensation plans affecting the Company;
(s) the Company is not indebted to any employee of the Company or other
workers engaged in the business of the Company for any wages or
salaries and the Company has not received or been notified of any
general wage claims;
(t) the Company is the sole beneficial owner and has good and marketable
title to all its properties and assets free and clear of all liens,
mortgages, pledges, deeds of trust, conditional sale agreements,
encumbrances, charges or claims of every kind and nature whatsoever;
(u) the Company has not experienced nor is it aware of any occurrence or
event which has had, or might reasonably be expected to have, a
materially adverse affect on its business or the results of its
operations;
(v) neither the Vendor nor any officer, director, employee or shareholder
of the Company is now indebted or under obligation to the Company on
any account whatsoever; and other than those set forth in Exhibit "B"
the Company is not indebted or under obligation to the Vendors or any
officer, director, employee or shareholder of the Company.
VENDOR'S FURTHER REPRESENTATIONS AND WARRANTIES
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5. The Vendor hereby represents and warrants to the Purchaser as follows that:
(a) the Vendor has the capacity to protect its own interests in connection
with the acquisition of the common shares of the Purchaser and are
capable of evaluating the merits and risks of an investment in the
Purchaser by reason of their business and financial knowledge and
experience;
(b) the Vendor is acquiring the Longbow Shares for investment for their
own account, not as a nominee or agent, and not with the view to, or
for resale in connection with, any distribution thereof. The Vendor
understands that the Longbow shares being acquired have not been, and
will not be, registered under the US Securities Xxx 0000, as amended
(the "Securities Act"), by reason of a specific exemption from the
registration provisions of the Securities Act, the availability of
which depends upon, among other things, the bona fide nature of the
investment intent and the accuracy of the Vendor's representations as
expressed herein;
(c) Vendor acknowledges that the Longbow Shares must be held indefinitely
unless subsequently registered under the Securities Act or unless an
exemption from such registration is available. Vendor is aware of the
restrictions and limitations on resale of the Longbow Shares in the US
or to a US Person under the Securities Act. In addition, Vendor is
aware of the provisions of Rule 144 promulgated under the Securities
Act ("Rule 144") which permit limited resales of shares purchased in a
private placement subject to the satisfaction of certain conditions,
including, but not limited to, the existence of a public market for
the shares of common stock of the Purchaser, the availability of
certain current public information about the Purchaser, the resale
occurring not less than one year after a party has purchased and paid
for the security to be sold, the sale being effected through a
"broker's transaction" or in transactions directly with a "market
maker" and the number of shares being sold during any three-month
period not exceeding specified limitations;
(d) Vendor has had an opportunity to discuss the Purchaser's business,
management and financial affairs with the Purchaser's management and
has also had an opportunity to ask questions of the Purchaser's
officers, which questions were answered to the Vendor's satisfaction.
Vendor has been furnished with or has had access to such information
as a sophisticated investor would customarily require to evaluate the
merits and risks of the proposed investment together with such
additional information as is necessary to verify the accuracy of the
information supplied. Vendor represents and acknowledges that it has
been solely responsible for its own due-diligence investigation of the
Purchaser and its management and business, for its own analysis of the
merits and risks of this investment, and for its own analysis of the
terms of the investment, and that in taking any action or performing
any role relative to the proposed investment, it has acted solely in
its own interest, and that neither it nor any of its agents or
employees has acted as an agent, employee, partner or fiduciary of any
other person, or as an agent of the Purchaser, or as an issuer,
underwriter, broker, dealer or investment advisor relative to this
investment;
(e) Vendor understands that the Purchaser has limited operating history
and that investment in the Purchaser involves substantial risks.
Vendor further understands that the acquisition of the Longbow Shares
will be a highly speculative investment. Vendor is able, without
impairing its financial condition, to hold the Longbow Shares for an
indefinite period of time and to suffer a complete loss of his
investment;
(f) Vendor agrees to indemnify and hold harmless the Purchaser and its
officers, directors and agents for any costs, liabilities or losses
caused by any misstatement of material fact by Vendor with respect to
the representations and warranties contained in this Section or any
other written information provided to the Purchaser by Vendor in
connection with the investment contemplated by this Agreement; and
COMPANY AND VENDOR'S COVENANTS
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6. The Company and the Vendor jointly and severally covenant and agree that:
(a) the representations and warranties contained in this Agreement shall
be true at and as of the Time of Closing as if such representations
and warranties were made as of such time;
(b) the Company and the Vendor will permit the Purchaser or whoever it
directs on its behalf to examine the records, statements and accounts
of the Company on regular business days and during regular business
hours up to and including the Closing Date and make such audit of the
books of account of the Company and physical verification of the
inventory of the Company as the Purchaser may see fit;
(c) the representations, warranties, covenants and agreements contained
herein shall survive the Closing Date and notwithstanding the Closing
of the purchase and sale herein contemplated, shall continue in full
force and effect;
(d) the Company and the Vendor will, jointly and severally, prior to
Closing, take all steps and proceedings and execute such further
assurances and documents as may be required to obtain the transfer and
registration of the Company into the name of the Purchaser provided
that all terms and conditions to be observed and performed by the
Purchaser at the Time of Closing have been observed and performed;
PURCHASERS' REPRESENTATIONS AND WARRANTIES
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7. As an inducement to the Company and the Vendor to enter into this Agreement
and to consummate the transactions provided for herein, the Purchaser represents
and warrants to the Company and the Vendor, to the best of its knowledge,
information and belief after making due inquiry that:
(a) the Purchaser is a corporation incorporated under the laws of the
State of Nevada;
(b) the Purchaser is duly incorporated, validly existing and in good
standing under the laws of the State of Nevada;
(c) the Purchaser is now quoted on the NASD OTC Bulletin Board;
(d) it has full and absolute right, power and authority to enter into this
Agreement on the terms and conditions herein set forth, to carry out
the transactions contemplated hereby and, to transfer on the Closing
Date to the Vendor all legal and beneficial ownership in and to the
Longbow Shares;
(e) this Agreement once duly executed and delivered by the Purchaser will
constitute a legal, valid and binding obligation of the Purchaser;
enforceable against the Purchaser in accordance with its terms;
(f) no proceedings have been taken or authorized by the Purchaser, or to
the knowledge of the Purchaser, by any person, with respect to the
bankruptcy, insolvency, liquidation, dissolution or winding-up of the
Purchaser or with respect to any amalgamation, merger, consolidation,
arrangement or reorganization relating to the Purchaser;
(g) the authorized capital stock of the Purchaser consists of 75,000,000
shares of US $0.001 par value common stock of which 1,486,200 are
issued and outstanding as of February 10, 2004;
(h) all of the issued and outstanding shares of the Purchaser have been
duly and validly authorized and issued in accordance with applicable
laws and are validly outstanding, fully paid and non-assessable;
(i) the Purchaser has no outstanding stock options, warrants or other
rights to purchase, or subscribe to or other securities convertible
into or exchangeable for any shares of the capital stock of the
Purchaser or contracts or arrangements of any kind relating to the
issuance, sale or transfer of any capital stock or other equity
securities of the Purchaser;
(j) all of the Longbow Shares which will be issued to the Vendor hereunder
in compliance with applicable laws and the articles of the Purchaser,
and will be issued fully paid and non-assessable, and free and clear
of all liens, charges, encumbrances and trading restrictions other
than as may be imposed by applicable U.S. Federal and State laws;
(k) attached hereto as Exhibit "C" are true and complete copies of the
Purchasers audited financial statements for the fiscal year ended on
December 31, 2002 as contained in the Purchasers' Form 10-KSB and Form
10-QSB Interim Reports for the 3rd Quarter, 2003, respectively (the
"Purchaser's Financial Statements"). The Purchaser's Financial
Statements have been prepared in accordance with the US GAAP and
present fairly the financial position, results of operations and
statements of changes in the Purchaser's financial position for the
period indicated;
(l) no adverse material changes in the affairs of the Purchaser have
occurred since September 30, 2003;
(m) there are no liabilities, contingent or otherwise of the Purchaser
which are not disclosed or reflected in its Financial Statements set
forth in Exhibit "C" attached hereto;
(n) at the time of Closing, the Purchaser shall not have any liabilities,
contingent or otherwise, other than those liabilities set forth as of
September 30, 2003 in Exhibit "D" attached hereto, except that the
Purchaser may have further liabilities incurred in its normal course
of business for the period from September 30, 2003 to the Date of
Closing;
(o) there is no litigation, proceeding, or investigation pending or
threatened against the Purchaser, nor does the Purchaser know, or have
grounds to know, of any basis for any litigation, proceeding or
investigation against the Purchaser, except as disclosed in writing to
the Vendor;
(p) since September 30, 2003, the Purchaser's business has been operated
substantially in accordance with all laws, rules, regulations, orders
of competent regulatory authorities, and there has not been:
(i) any event or change in circumstances that has had, or which
the Purchaser may expect to have, a material adverse effect
on the Purchaser or its business;
(ii) any change in liabilities of the Purchaser that has had, or
which the Purchaser may expect to have, a material adverse
effect on the Purchaser or its business;
(iii) any incidence, assumption or guarantee of any indebtedness
for borrowed money by the Purchaser;
(iv) any payments by the Purchaser in respect of any indebtedness
of the Purchaser for borrowed money or in satisfaction of
any liabilities of the Purchaser, other than in the ordinary
course of business;
(v) the creation, assumption or sufferance of the existence of
any lien on any assets reflected on the Purchaser Financial
Statements;
(vi) any grant of any severance, continuation or termination pay
to any director, officer, stockholder or employee of the
Purchaser; or any entering into of an employment, deferred
compensation or other similar agreement, or amendment or
variation to any such existing agreement;
(vii) any change by the Purchaser in its accounting principles,
methods or practices or in the manner it keeps its books and
records;
(viii) any distribution, dividend or bonus by the Purchaser to any
of its respective officers, directors, stockholders or
affiliates, or any of their respective affiliates or
associates; and
(ix) any material capital expenditure or commitment by the
Purchaser or material sale, assignment, transfer, lease or
other disposition of or agreement to sell, assign, transfer
lease or otherwise dispose of any asset or property by the
Purchaser other than in the ordinary course of business.
(q) the Purchaser does not own or lease any real property or material
assets other than those set forth in Exhibit "E" attached hereto;
(r) there are no contracts or indebtedness between the Purchaser and any
of its shareholders, or affiliates or associates of any of its
shareholders other than those set forth in Exhibit "F" attached
hereto;
(s) there are no material contracts to which the Purchaser is a party
other than those set forth in Exhibit "G" attached hereto;
(t) the operation of the Purchaser's business has not violated or
infringed any U.S. Federal or State laws or regulations;
(u) all tax returns and reports of the Purchaser required by law to be
filed prior to the date hereof have been filed and are substantially
true, complete and correct, and all taxes and other government charges
have been paid or accrued in the Purchaser Financial Statements;
(v) the information contained in the documents, certificates and written
statements (including this Agreement and the attachments thereto)
furnished by the Purchaser to the Vendor are true and complete in all
material respects and do not omit to state any material fact necessary
in order to make the statements therein false; and
(w) there is no fact known to the Purchaser that has not been disclosed to
the Vendor in writing that could reasonably have a material adverse
effect on the Purchaser.
Purchasers Covenants
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8. The Purchaser covenants and agrees on the Closing Date, and provided that all
terms and conditions to be observed and performed by the Vendor at the Time of
Closing have been observed and performed, the Purchaser will issue the Longbow
Shares to the Vendor, such Longbow Shares to be issued free and clear of any
liens, encumbrances and charges, but subject to applicable trading restrictions
imposed by U.S. securities legislation, and imposed under such other securities
legislation applicable in each jurisdiction where any of the Vendor are
resident;
CONDITIONS PRECEDENT FOR THE VENDOR
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9. The obligations of the Vendor to carry out the terms of this Agreement and to
complete the sale contemplated herein is subject to the following conditions:
(a) the Purchaser shall have performed and satisfied each of its
obligations hereunder required to be performed and satisfied by it on
or prior to the Closing Date and each of the representations and
warranties of the Purchaser contained herein shall have been true and
correct and contained no misstatement or omission that would make any
such representation or warranty misleading when made, and shall be
true and correct and contain no misstatement or omission that would
make any such representation or warranty misleading at and as of the
Closing Date with the same force and effect as if made as of the
Closing Date;
(b) the transactions contemplated by this Agreement shall not violate any
applicable law and there shall be no pending actions or proceedings
by any State, U.S. Federal or State regulatory authority or by any
other person challenging or seeking to materially restrict or
prohibit the transfer and exchange contemplated hereby or the
consummation of the transactions contemplated by this Agreement;
(c) the Purchaser's Board of Directors, by proper and sufficient vote
respectively, shall have approved this Agreement and the transactions
contemplated hereby.
CONDITIONS PRECEDENT FOR THE PURCHASER
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10. All obligations of the Vendor under this Agreement are subject to the
fulfillment on or prior to Closing, of each of the following conditions to the
satisfaction of the Purchaser's solicitor:
(a) all covenants, warranties and agreements of the Company and the Vendor
to be performed on or before the Closing Date pursuant to the terms
and conditions of this Agreement have been duly performed;
(b) the Vendor shall transfer the Company to the Purchaser and such
BonusAmerica Shares shall be registered on the books of the Company in
the name of the Purchaser at the Time of Closing; and
(c) the representations and warranties of the Company and the Vendor set
forth in this Agreement shall be true and correct as of the date of
the Agreement and shall be true and correct as at the Date of Closing
as if made by the Vendor on the Closing Date.
11. The Company and the Vendor jointly and severally agree that the foregoing
conditions in section 10 are inserted for the exclusive benefit of the Purchaser
and may be waived by the Purchaser in whole or in part at any time.
12. In the event any of the conditions set forth in section 10, are not met by
the Closing Date for whatever reason, the Purchaser at his option, may elect not
to proceed with the purchase of the Company contemplated herein without
prejudice to any other rights and remedies.
SHARE CERTIFICATE LEGENDS
-------------------------
13. It is understood that the certificates evidencing the Longbow Shares may
bear one or more legends in substantially the following forms, as well as any
other legend required by the laws of any applicable jurisdiction:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE U.S. OR TO US PERSONS IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER
SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS FOR SUCH SECURITIES
MAY NOT BE MADE UNLESS IN COMPLIANCE WITH SUCH ACT.
THE COMPANY IS SUBJECT TO RESTRICTION ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD IN THE U.S. OR TO US PERSONS EXCEPT AS
PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
The Purchaser need not record a transfer of the Longbow Shares, unless the
conditions specified in any applicable legends are satisfied. The Purchaser may
also instruct its transfer agent not to record the transfer of any of the
Longbow Shares unless the conditions specified in the applicable legends are
satisfied.
14. The legend relating to the Securities Act endorsed on a stock certificate
pursuant to this Agreement and the stop transfer instructions with respect to
the Longbow Shares represented by such certificate shall be removed and the
Purchaser shall issue a certificate without such legend to the holder of such
Longbow Shares if such Longbow Shares are registered under the Securities Act
and a prospectus meeting the requirements of Section 10 of the Securities Act is
available or if such holder provides to the Purchaser an opinion of counsel
reasonably satisfactory to the Purchaser, or a no-action letter or interpretive
opinion of the staff of the Securities and Exchange Commission (the "SEC") to
the effect that a public sale, transfer or assignment of Longbow Shares may be
made without registration and without compliance with any restriction such as
Rule 144.
CLOSING
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15. The sale and purchase of the Company shall be closed on March 3rd, 2004 or
on such other date agreed by all of the parties hereunder, at the office of the
Purchaser, or at any other place agreed to by all of the Parties, which date and
time are referred to herein as the "Date of Closing", the "Closing Date", the
"Closing" and the "Time of Closing".
16. At Closing, the Vendor will deliver to the Purchaser:
(a) share certificates duly endorsed for transfer of 1,000 BonusAmerica
Shares, constituting the totality of shares issued and outstanding at
Closing Date, with a no par value per share in the capital of the
Company into the Purchaser's name representing the Company;
(b) certified copies of resolutions of the directors of the Company
authorizing and approving the transfer of the Company, registration of
the Company in the name of the Purchaser where applicable, authorizing
the issue of new share certificates representing the Company in the
name of the Purchaser, and entry of the name and address of the
Purchaser into the Register of Shareholders of the Company;
(c) all corporate records and books of account of the Company, including,
without limitation, the minute book, corporate seal, share register
books, share certificate books and annual reports of the Company;
(d) certified copies of such resolutions of the shareholders and directors
of the Company as are to be passed to authorize the execution,
delivery and implementation of this Agreement and of all documents to
be delivered by the Vendor pursuant thereto;
17. At Closing the Purchaser shall deliver to the Vendor the following:
(a) share certificates representing the Longbow Shares in the names and
denominations set out in Exhibit "H" hereto;
(b) certified copies of resolutions of the directors of the Purchaser
authorizing and approving the issuance of the Longbow Shares,
registration of the Longbow Shares in the name of the Vendors in
accordance with Exhibit "I" hereto and authorizing the issue of the
new share certificates representing such Longbow Shares;
(c) certified copies of such resolutions of the directors of the Purchaser
as are to be passed to authorize the execution, delivery and
implementation of this Agreement and of all documents to be delivered
to the Vendor pursuant thereto; and
(d) a certificate signed by a duly authorized officer of the Purchaser
that all covenants, warranties and agreements of the Purchaser
pursuant to the terms of this Agreement have been duly performed and
that the representations and warranties of the Purchaser set forth in
this Agreement are true and correct as at the Closing;
NDEMNITY
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18. The Purchaser shall be indemnified and held harmless by the Company and the
Vendor in respect of any and all damages incurred by the Purchaser as a result
of any inaccuracy or misrepresentation in or breach of any representation or
warranty, covenant or agreement made in this Agreement by the Company and the
Vendor.
19. The Vendor will be indemnified and held harmless by the Purchaser in respect
of any and all damages incurred by Vendor as a result of any inaccuracy or
misrepresentation in or breach of any representation, warranty, covenant or
agreement made by the Purchaser in this Agreement.
SURVIVAL OF REPRESENTATION, WARRANTIES AND COVENANTS
----------------------------------------------------
20. Except as hereinafter provided, all representations, warranties, covenants,
agreements and obligations of the parties hereto shall survive the Closing and
shall expire one year following the Closing Date.
GENERAL
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21. This Agreement shall be governed by and be construed in accordance with the
laws of the State of Nevada, USA.
22. Any notice to be given to a party hereto shall be in writing and signed by
or on behalf of such party and shall be given to the other party by delivery
thereto, or by sending by prepaid registered mail, telex, facsimile, telegram or
cable to the address of the other as hereinbefore set forth or to such other
address of which notice is given, and any notice shall be deemed not to have
been sufficiently given until it is received. Any notice or other communication
contemplated herein shall be deemed to have been received on the day delivered,
if delivered; on the seventh business day following the mailing thereof, if sent
by registered mail; and on the business day following the transmittal thereof,
if sent by telex, facsimile, telegram or cable. If normal mail, telex,
facsimile, telegram or cable service shall be interrupted by strike, slow down,
force majeure or other cause, the party sending the notice shall utilize any of
the other such services which have not been so interrupted or shall deliver such
notice in order to ensure prompt receipt of same by the other party.
23. The parties shall execute such further assurances and other documents and
instruments and do such further and other things as may be necessary to
implement and carry out the intent of this Agreement.
24. The provisions herein contained constitute the entire agreement between the
parties hereto and supersede all previous expectations, understandings,
communications, representations and agreements whether verbal or written
between parties.
25. This Agreement may be amended by a written instrument only, signed by the
party against whom enforcement of the amendment is sought and any waivers
made on the part of the Purchaser with respect to any terms or conditions
herein must be in writing and signed by them.
26. If any provision of this Agreement is unenforceable or invalid for any
reason whatever, such unenforceability or invalidity shall not effect the
enforceability or validity of the remaining provisions of this Agreement
and such provision shall be severable from the remainder of this Agreement.
27. Time shall be of the essence hereof.
28. The headings appearing in this Agreement are inserted for convenience of
reference only and shall not affect the interpretation of this Agreement.
29. This Agreement shall inure to the benefit of and be binding upon the parties
and their successors and permitted assigns.
30. This Agreement may be executed in as many counterparts as may be necessary
or by facsimile and each such agreement or facsimile so executed shall be deemed
to be an original and such counterparts together shall constitute one and the
same Agreement.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
Signed, sealed and delivered by:
STANFORD INTERNATIONAL HOLDINGS CORP.
"Signed" Xxxxxxx Xxx, Chairman
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LONGBOW MINING CORP.
"Signed" Xxxxxx Xxxxxx, Secretary & Director
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BONUSAMERICA CORP.
"Signed" Xxxxxxx Xxx, Chairman
------------------------------------------
EXHIBIT "A"
BONUSAMERICA's Financial Statements
EXHIBIT "B"
As of December 31, 2003 BONUSAMERICA has the following liabilities:
(To Follow)
EXHIBIT "C"
LONGBOW'S 10-K and 10-Q
(To Follow)
EXHIBIT "D"
As of September 30, 2003, LONGBOW has the following liabilities:
(To Follow)
EXHIBIT "E"
LONGBOW has the following Lease or material assets:
(To Follow)
EXHIBIT "F"
LONGBOW has the following contracts with or indebtedness to its shareholders,
affiliates or associates of any of its shareholders:
(To Follow)
EXHIBIT "G"
LONGBOW has the following material contracts:
EXHIBIT "H"
I. Share Allocation Table for shares of the Purchaser to be issued to the
Vendor on closing.
Name No. of Shares
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Stanford International Holdings Corp. 5,000,000
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