EXHIBIT 4.0
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STOCK REDEMPTION AGREEMENT
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THE STOCK REDEMPTION AGREEMENT ("Agreement") is made and entered into in
duplicate this day of , 2004, by and between Zomex Distribution,
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Inc., a Nevada corporation ("Corporation"), and ("Shareholder").
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RECITALS
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A. The Shareholder is the owner of shares of the $0.001 par
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value common stock issued by the Corporation.
B. The Corporation desires to redeem and purchase up to ten (10) shares
of its $0.001 par value common stock from the Shareholder for one cent ($0.01)
per share, on the terms and subject to the conditions specified in this
Agreement.
C. The Shareholder desires to sell, assign, transfer, convey, surrender,
deliver and set over shares of the $0.001 par value common stock
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issued by the Corporation ("Subject Shares") to the Corporation, on terms and
subject to the conditions specified in this Agreement.
NOW, THEREFORE, IN CONSIDERATION OF THE RECITALS SPECIFIED ABOVE THAT SHALL BE
DEEMED TO BE A SUBSTANTIVE PART OF THIS AGREEMENT, AND THE MUTUAL COVENANTS,
PROMISES, UNDERTAKINGS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES SPECIFIED IN
THIS AGREEMENT AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED
LEGALLY AND EQUITABLY, THE PARTIES DO HEREBY COVENANT, PROMISE, AGREE, REPRESENT
AND WARRANT AS FOLLOWS:
1. Incorporation of the Recitals. The Recitals of this Agreement,
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specified above, by this reference, are made a part of this Agreement as though
specified completely and specifically at length in this Agreement.
2. Redemption of Subject Shares. On the terms and subject to all of the
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conditions specified by the provisions of this Agreement, the Shareholder hereby
forever and irrevocably sells, assigns, transfers, surrenders, conveys, delivers
and sets over to the Corporation, and Corporation hereby purchases and redeems
from the Shareholder, the Subject Shares.
3. Consideration. As the consideration for the Shareholder's surrender
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and sale, and the Corporation's purchase and redemption, of the Subject Shares,
the Corporation shall pay and deliver to Shareholder, on the date of the
execution of this Agreement, a check in the amount of ($ ).
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4. Shareholder's Representations, Warranties and Covenants. The
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Shareholder represents and warrants to the Corporation and covenants with the
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Corporation the following, the truth and accuracy of each of which shall
constitute a condition precedent to the obligations of the Corporation pursuant
hereto:
4.1 Validity of Agreement. This Agreement is valid and obligates the
Shareholder.
4.2 Share Ownership. The Shareholder is the owner, free and clear of
any encumbrances, of the Subject Shares. The Shareholder has full and
complete right and authority to transfer, sell, surrender, assign and
convey the Subject Shares to the Corporation.
4.3 Brokerage and Finder's Fees. The Shareholder has not incurred any
liability to any broker, finder or agent for any brokerage fees, finder's
fees or commissions with respect to the transaction contemplated by the
provisions of this Agreement.
4.4 Voluntary Nature of Transaction. The surrender and sale by the
Shareholder to the Corporation of the Subject Shares is made freely and
voluntarily by the Shareholder. The Shareholder, in selling and
surrendering the Subject Shares to the Corporation, is not acting under
fraud, duress, menace or undue influence.
5. Corporation's Representations and Warranties. The Corporation
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represents and warrants to the Shareholder and covenants with the Shareholder
the following, the truth and accuracy of each of which shall constitute a
condition precedent to the obligations of the Shareholder pursuant hereto:
5.1 Validity of Agreement. This Agreement is valid and obligates the
Corporation. The Corporation has full and complete power and authority to
redeem the Subject Shares, as contemplated by the provisions of this
Agreement.
5.2 Brokerage and Finder's Fees. The Corporation has not incurred any
liability to any broker, finder or agent for any brokerage fees, finder's
fees or commissions with respect to the transactions contemplated by the
provisions of this Agreement.
5.3 Voluntary Nature of Transaction. The Corporation's agreement to
enter into the transaction contemplated by the provisions of this Agreement
is made freely and voluntarily by the Corporation. The Corporation in
redeeming the Subject Shares is not acting under fraud, duress, menace or
undue influence.
6. Recovery of Litigation Costs. If any legal or equitable action or any
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arbitration or other proceeding is brought for the enforcement or interpretation
of this Agreement, or because of an alleged dispute, breach, default or
misrepresentation in connection with any of the provisions of this Agreement,
the successful or prevailing party shall be entitled to recover reasonable
attorneys' fees and other costs incurred in such action or proceeding, in
addition to any other relief to which it may be entitled.
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7. Governmental Rules and Regulations. The provisions of this Agreement
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and the transaction contemplated thereby are subject to any and all present and
future orders, rules and regulations of any duly constituted authority having
jurisdiction of the transaction contemplated by the provisions of this
Agreement.
8. Notices. All notices, requests, claims, demands and other
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communications to be given pursuant to the provisions hereof by any party to
this Agreement to any other party to this Agreement may be effected by personal
delivery in writing or by registered or certified mail, postage prepaid, return
receipt requested, and shall be deemed communicated as of one business day for
mailing. Mailed notices shall be addressed as shown on the signature page of
this Agreement; provided, however, each party to this Agreement may change its
address by written notice in accordance with the provisions of this paragraph.
9. Entire Agreement. This Agreement supersedes any and all other
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agreements, either oral or in writing, between the parties to this Agreement
with respect to the subject matter of this Agreement and specifies all the
covenants and agreements between those parties with respect thereto, and each
party to this Agreement acknowledges that no representations, inducements,
promises, or agreements, orally or otherwise, have been made by any party, or
anyone acting on behalf of any party which are not embodied herein, and that any
other agreement, statement, or promise concerning the subject matter of this
Agreement shall be of no force or effect except in a subsequent modification in
writing signed by the party to be charged.
10. Severability. In the event any part of this Agreement, for any reason,
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is declared to be invalid, such decision shall not affect the validity of any
remaining portion of this Agreement, which remaining portion shall remain in
full force and effect as if this Agreement had been executed with the invalid
portion thereof eliminated, and it is hereby declared the intention of the
parties to this Agreement that those parties would have executed the remaining
portion of this Agreement without including any such part, parts, or portion
which, for any reason, may be hereafter declared invalid.
11. Captions and Interpretations. Captions of the paragraphs of this
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Agreement are for convenience and reference only, and the words contained in
those captions shall in no way be held to explain, modify, amplify or aid in the
interpretation, construction or meaning of the terms, conditions and provisions
of this Agreement. The language and all parts to this Agreement, in all cases,
shall be construed in accordance with the fair meaning of that language and
those parts and as if that language and those parts were prepared by all parties
and not strictly for or against any party. Each party and counsel for such party
have reviewed this Agreement and participated in the negotiation and drafting of
this Agreement. The rule of construction, which requires a court to resolve any
ambiguities against the drafting party, shall not apply in interpreting the
provisions of this Agreement.
12. Further Assurance. Each party to this Agreement hereby agrees to take
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any and all action necessary or appropriate to execute and discharge its
responsibilities and obligations created pursuant to the provisions of this
Agreement and to further effectuate and carry out the intents and purposes of
this Agreement and the transactions contemplated hereby.
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13. Number and Gender. Whenever the singular number is used in this
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Agreement, and when required by the context, the same shall include the plural,
and vice versa; the masculine gender shall include the feminine and neuter
genders, and vice versa; and the word "person" shall include individual,
company, sole proprietorship, corporation, joint venture, association, joint
stock company, fraternal order, cooperative, league, club, society,
organization, trust, estate, governmental agency, political subdivision or
authority, firm, municipality, congregation, partnership, or other form of
entity.
14. Execution in Counterparts. This Agreement may be executed in several
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counterparts and, when so executed, those counterparts shall constitute one
agreement which shall obligate all parties to this Agreement, notwithstanding
that all parties to this Agreement are not signatory to the original and same
counterpart.
15. Successors and Assigns. This Agreement and each of its provisions
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shall obligate the heirs, executors, administrators, successors, and assigns of
each of the parties hereto. No provisions of this paragraph, however, shall be a
consent to the assignment or delegation by any party to this Agreement of its
respective rights and obligations created pursuant to the provisions of this
agreement.
IN WITNESS WHEREOF, the parties to this Stock Redemption Agreement have
executed in duplicate this Agreement of the date first above written.
"Corporation" "Shareholder"
Zomex Distribution, Inc., [sign name]
a Nevada corporation ----------------------
By: [print name]
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Its: President Address:
By:
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Its: Secretary
Address:
0000 Xxxxxxxx Xxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx,
Xxxxxx, VOH 1X1
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