EXHIBIT 10.1
This memorandum is evidence of an agreement (the "Agreement") made as of the
29th day of January, 1999 (the "effective date") between
1 THE PARTIES
1.1 The shareholders of BBL Technologies Inc. executing a copy of this
agreement (hereinafter collectively referred to as the "Vendors" and
individually as a "Vendor"); and
1.2 BBC Stock Market Inc. (the "Purchaser").
2 RECITALS
2.1 The Purchaser is a company whose common shares are quoted for trading
over the counter on the Bulletin Board OTC (the "BBOTC").
2.2 The Vendors and Purchaser wish to set out the terms and conditions
upon which the Purchaser shall acquire from the Vendors, all of the issued
and outstanding shares (the "Shares") of BBL Technologies Inc. ("BBL").
3 SHARE PURCHASE
3.1 The Vendors shall sell and the Purchaser shall purchase the Shares
for a purchase price of US$0.99 for each of the Shares (the "Purchase Price").
3.2 The Purchase Price shall be satisfied by the issuance of 11,048,000
common shares of the Purchaser (the "Public Shares") valued at US$0.99 per
share for purposes of this Agreement. Such Public Shares will be issued to
the Vendors pro rata to the Vendors' holding of common shares of BBL. The
Public Shares shall be subject to such restrictions on resale as are set out
in the Purchaser's representations and warranties contained herein and shall
be subject to a pooling arrangement to be contained in a separate agreement
which each Vendor shall execute, and containing the following: an 18 month
term whereby all of the Public Shares shall be held by an independent pooling
agent who shall hold the stock for the duration of any applicable regulatory
hold period, and thereafter, shall release stock into the market on a
controlled basis so as not to adversely affect the market for common shares
of the Purchaser.
3.3 The Purchase Price shall be allocated among the Vendors and Public
Shares shall be allotted and issued to the Vendors in the numbers and to the
respective Vendors in accordance with the tables contained in Schedule "A"
hereto, and share certificates evidencing such Public Shares shall be
delivered to the Vendors without delay on or within thirty (30) days after
the date of closing.
3.4 This Agreement and the purchase and sale hereunder shall be
completed on the 4th day of February, 1999 (the "date of closing"), or on
such later date as the parties may agree. The Shares shall be transferred to
the Purchaser by virtue of the execution of this Agreement and without
further formality and the Vendors hereby grant, assign and transfer to the
Purchaser as of the effective date, all of the Vendors' beneficial right,
title and interest in and to the Shares, and the Purchaser hereby issues and
allots
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the Public Shares. The Purchaser shall deliver to the Vendors share
certificates representing the Public Shares as soon as practical after the
date of closing.
3.5 In the event that shareholders holding at least 75% of the
shares of BBL evidence their agreement to sell their shares of BBL by
executing and delivering a copy of this agreement, this agreement shall be
binding as between such shareholders and the Purchaser, notwithstanding that
not all shareholders have agreed to sell their shares of BBL to the Purchaser.
4 REPRESENTATIONS AND WARRANTIES
4.1 BBL and its sole director, Xxxxxxx Xxxxx, represent and warrant that
as of the date of closing:
(a) DUE INCORPORATION. BBL is duly incorporated and validly
subsisting under the laws of the Province of Ontario.
(b) CAPITALIZATION. The authorized capital of BBL consists. of
an unlimited number of common shares of which the number
set out in Schedule "A" are issued and outstanding and an
unlimited number of Special shares, of which 700,000 shall
be issued and outstanding. Each Vendor owns all of the
issued and outstanding shares of BBL listed beside the
Vendor's name in Schedule "A" hereto with good and
marketable title thereto, free and clear of any and all
encumbrances.
(c) NO OTHER SHAREHOLDERS. No person has any agreement, option,
understanding or of any and all encumbrances.
(c) NO OTHER SHAREHOLDERS. No person has any agreement, option,
understanding or commitment, or any right or privilege
(whether by law, pre-emptive or contractual) capable of
becoming an agreement, option or commitment, including
convertible securities, warrants or convertible obligations
of any nature, for:
(i) the purchase, subscription, allotment or issuance of,
or conversion into, any of the unissued shares in the
capital of BBL or any securities of BBL; or
(ii) the purchase or other acquisition from BBL of any its
undertaking, property or assets, other than in the
ordinary course of business.
(d) ALL NECESSARY APPROVALS. Such Vendor, BBL, and their
respective shareholders and board of directors, as the case
may be, have taken all necessary or desirable actions to
approve or authorize, validly and effectively, the entering
into, and the execution, delivery and performance of this
agreement and the sale and transfer of the Shares by such
Vendor to the Purchaser.
(e) AGREEMENT IS BINDING. This Agreement is a legal, valid and
binding obligation of such Vendor, enforceable against such
Vendor in accordance with its terms subject to:
(i) bankruptcy, insolvency, moratorium, reorganization and
other laws relating to or affecting the enforcement of
creditors' rights generally, and
(ii) the fact that equitable remedies, including the
remedies of specific performance and injunction, may
only be granted in the discretion of a court.
(f) OTHER COMPANIES. BBL has no subsidiaries and does not own
any securities issued by, or any equity or ownership
interest in, any other person. BBL is not subject to any
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obligation to make any investment in or to provide funds by
way of loan, capital contribution or otherwise to any
person.
(g) CORPORATE RECORDS. The corporate records and minute books
of BBL contain complete and accurate minutes of all
meetings of the directors and shareholders of BBL held
since its incorporation, and original signed copies of all
resolutions and by-laws duly passed or confirmed by the
directors or shareholders of BBL other than at a meeting.
All such meetings were duly called and held. The share
certificate books, register of security holders, register
of transfers and register of directors and any similar
corporate records of BBL are complete and accurate.
(h) NO BREACH CAUSED BY THIS AGREEMENT. The execution, delivery
and performance of this Agreement by such Vendor, and the
completion of the transactions contemplated hereby, will
not constitute or result in a violation or breach of or
default under, or cause the acceleration of any obligations
of BBL under:
(i) any term or provision of any of the articles, by-laws
or other constating documents of BBL, or any unanimous
shareholder agreement among its shareholders;
(ii) subject to obtaining the consents referred to in this
agreement, the terms of any agreement (written or
oral), indenture, instrument or understanding or
other obligation or restriction to which BBL is a
party or by which it is bound, or
(iii) subject to obtaining the consents referred to in this
Agreement, to the best of such Vendor's knowledge,
without making any enquiries in respect thereof, any
term or provision of any of BBL's licences, or any
order of any court, governmental authority or
regulatory body or any law or regulation of any
jurisdiction in which the business is carried on.
Duly licensed. BBL has all licences and permits
required to legally operate its business and all such
licences and permits are valid and will be in full
force and effect as of the date of closing of this
transaction. There are no proceedings in progress,
pending or, to the best of the knowledge of BBL or
Xxxxx without making any enquiries in respect
thereof, threatened, which could result in the
revocation, cancellation or suspension of any of such
licences.
(j) NO DIVIDENDS. BBL has not declared or paid any dividend or
made any other distribution on any of its shares of any
class, or redeemed or purchased or otherwise acquired any
of its shares of any class, or reduced its authorized
capital or issued capital, or agreed to any of the
foregoing.
(k) NO LITIGATION. There are no actions, suits or proceedings,
judicial or administrative (whether or not purportedly on
behalf of BBL) pending or, to the best of the knowledge of
BBL or Xxxxx, threatened, by or against or affecting BBL,
at law or in equity, or before or by any court or any
federal, provincial, municipal or other governmental
department, commission, board, bureau, agency or
instrumentality, domestic or foreign to the best of BBI or
Xxxxx'x knowledge, without making any enquiries in respect
thereof. There are no grounds on which any such action,
suit or proceeding might be commenced with any
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reasonable likelihood of success to the best of BBL or
Xxxxx'x knowledge, without making any enquiries in respect
thereof.
(l) OWNERSHIP OF PROPERTY AND ASSETS. BBL is the owner of and
has good and marketable title to all of its properties and
assets, free and clear of all encumbrances whatsoever,
except as BBL may advise the Purchaser. BBL has received an
assignment of a certain Canadian patent for a catalytic
converter, being patent number 2010754.
(m) NO PARTNERS. BBL is not a partner or participant in any
partnership, joint venture, profit-sharing arrangement or
other association of any kind and not party to any
agreement under which BBL agrees to carry on any part of
the business or any other activity in such manner or by
which BBL agrees to share any revenue or profit with any
other person except as may have been disclosed to Purchaser
by BBL.
(n) RESTRICTIONS ON BUSINESS. BBL is not a party to or bound
by any agreement which would restrict or limit its right to
carry on any business or activity or to solicit business
from any person or in any geographical area or otherwise to
conduct the business as BBL may determine. BBL is not
subject to any legislation or any judgment, order or
requirement of any court or governmental authority which is
not of general application to persons carrying on a
business similar to the business. To the best of the
knowledge of BBI or Xxxxx, there are no facts or
circumstances which could materially adversely affect the
ability of BBL to continue to operate the business as
presently conducted following the completion of the
transactions contemplated by this Agreement.
(o) NO GUARANTEES AND CONTINGENT LIABILITIES. BBL is not a
party to or bound by any agreement of guarantee,
indemnification, assumption or endorsement or any other
like commitment of the obligations, liabilities (contingent
or otherwise) or indebtedness of any person. BBL has not
given any guarantee or warranty in respect of any of the
products sold or the services provided by it, except
warranties made in the ordinary course of the business by
BBL or by way of assignment from its product suppliers, and
except for warranties implied by law. BBL is not now
subject to any agreement or commitment to any customer of
the business which would require BBL to adjust any price or
grant any refund, discount or other concession to such
customer except in the ordinary course of its business, and
BBL is not required to provide any letters of credit, bonds
or other financial security arrangements in connection with
any transactions with its suppliers or customers, save and
except as specifically referred to in this Agreement.
(p) NOT IN DEFAULT UNDER ANY CONTRACTS. To the best of the
knowledge of BBL and Xxxxx, BBL is not in default or
breach of any of its obligations under any one or more
contracts, agreements (written or oral), commitments,
indentures or other instruments to which it is a party or
by which it is bound which would have a materially adverse
affect on BBL, and there exists no state of facts which,
after notice or lapse of time or both, would constitute
such a default or breach. There are no contracts,
agreements, commitments, indentures or other instruments
under which BBL's rights, or the performance of obligations
of BBL are dependent upon or supported by the guarantee of
or any security provided by any other person.
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(q) NO UNION. There are no employee union, management, or
concession contracts in effect other than stated herein.
(r) NO STRIKES. There are no existing or, to the best of the
knowledge of BBL and Xxxxx, threatened, labour strikes or
labour disputes, grievances, controversies or other labour
troubles affecting BBL or the business of BBL.
(s) TRUTHFULNESS AND COMPLETENESS OF INFORMATION PROVIDED. No
representation or warranty contained in this paragraph 4.1,
and no statement contained in any schedule, certificate,
list, summary or other disclosure document provided or to
be provided to the Purchaser pursuant hereto or in
connection with the transactions contemplated hereby
contains or will contain any untrue statement of a material
fact, or omits or will omit to state any material fact
which is necessary in order to make the statements
contained therein not misleading.
4.2 Each Vendor represents and warrants as follows:
(a) DUE INCORPORATION. If a corporation, such Vendor is duly
incorporated and validly subsisting under the laws of the Province of Ontario.
(b) CAPITALIZATION. Such Vendor owns all of the issued and
outstanding shares of BBL listed beside such Vendor's name in Schedule "A"
hereto with good and marketable title thereto, free and clear of any and all
encumbrances.
(a) NO OTHER SHAREHOLDERS. No person has any agreement, option,
understanding or commitment, or any right or privilege (whether by law,
pre-emptive or contractual) capable of becoming an agreement, option or
commitment, including convertible securities, warrants or convertible
obligations of any nature, for:
(i) the purchase from such Vendor of any of the Shares.
(b) ALL NECESSARY APPROVALS. Such Vendor, and their respective
shareholders and board of directors, as the case may be,
have taken all necessary or desirable actions to approve or
authorize, validly and effectively, the entering into, and
the execution, delivery and performance of this agreement
and the sale and transfer of the Shares by such Vendor to
the Purchaser.
(c) AGREEMENT IS BINDING. This Agreement is a legal, valid and
binding obligation of such Vendor, enforceable against such
Vendor in accordance with its terms subject to:
(i) bankruptcy, insolvency, moratorium, reorganization and
other laws relating to or affecting the enforcement of
creditors' rights generally, and
(ii) the fact that equitable remedies, including the
remedies of specific performance and injunction, may
only be granted in the discretion of a court.
4.3 The Purchaser represents and warrants as follows:
(a) DUE INCORPORATION. The Purchaser is duly incorporated and
validly subsisting under the laws of the State of Florida.
(b) ALL NECESSARY APPROVALS. The Purchaser and its shareholders
and board of directors, as the case may be, have taken all
necessary or desirable actions to approve or authorize,
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validly and effectively, the entering into, and the
execution, delivery and performance of this agreement, the
purchase of the Vendors' Shares by the Purchaser, and the
issue of the Public Shares to the Vendors,
(c) AGREEMENT IS BINDING. This Agreement is a legal, valid and
binding obligation of the Purchaser, enforceable against
the Purchaser in accordance with its terms subject to:
(iii) bankruptcy, insolvency, moratorium, reorganization
and other laws relating to or affecting the enforcement of
creditors' rights generally, and (iv) the fact that
equitable remedies, including the remedies of specific
performance and injunction, may only be granted in the
discretion of a court.
(d) NO BREACH CAUSED BY THIS AGREEMENT. The execution, delivery
and performance of this Agreement and each of the other
agreements contemplated or referred to herein, and the
completion of the transactions contemplated hereby, will
not constitute or result in a violation or breach of or
default under, or cause the acceleration of any obligations
of the Purchaser under:
(i) any term or provision of any of the articles,
by-laws or other constating documents of the
Purchaser;
(ii) subject to obtaining the consents referred to in
this agreement, the terms of any agreement (written
or oral), indenture, instrument or understanding or
other obligation or restriction to which the
Purchaser is a party or by which either of them is
bound, or
(iii) subject to obtaining the consents referred to in
this agreement, any term or provision of any of
the Purchaser's licences or any order of any court,
governmental authority or regulatory body or any
law or regulation of any jurisdiction in which the
business is carried on.
(e) PUBLIC SHARES As of the date of closing, a bid and ask
price for the purchase and sale of common shares of the
Purchaser are quoted on the Bulletin Board OTC. The Public
Shares shall be issued to the Vendors as restricted
securities pursuant to exemption from the registration
requirements of the Securities Act of 1933 (USA) contained
in Rule 144 of the General Rules and Regulations
promulgated under the Securities Act of 1933.
5 COVENANTS OF THE VENDOR
5.1 At or before the date of closing, the Vendors will cause all
necessary steps and corporate proceedings to be taken in order to
permit the Shares to be duly and regularly transferred to the
Purchaser.
6 CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER
6.1 Notwithstanding anything herein contained, the obligation of the
Purchaser to complete the transactions provided for herein will be
subject to the fulfilment of the following conditions at or prior to
the date of closing, and the Vendors covenant to use their best
efforts to ensure that such conditions are fulfilled.
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(a) The representations and warranties of the Vendors contained in
this Agreement or in any documents delivered in order to carry
out the transactions contemplated hereby shall be true and
accurate on the date of closing. In addition, the Vendors shall
have complied with all covenants and agreements herein agreed
to be performed or caused to be performed by, the Vendors at or
prior to the date of closing.
(b) No order, decision or ruling of any court, tribunal or
regulatory authority having jurisdiction shall have been made,
and no action or proceeding shall be pending or threatened
which, in the opinion of counsel to the Purchaser, is likely to
result in an order, decision or ruling to disallow, enjoin,
prohibit or impose any limitations or conditions on the
purchase and sale of the Shares contemplated hereby or the
right of the Purchaser to own the Shares.
(c) All consents required to be obtained in order to carry out the
transactions contemplated hereby, in compliance with all laws
and agreements binding upon the parties hereto shall have been
obtained.
6.2 The conditions contained in paragraph 6.1 hereof are inserted for
the exclusive benefit of the Purchaser and may be waived in whole or
in part by the Purchaser at any time. The Vendors acknowledge that
the waiver by the Purchaser of any condition or any part of any
condition shall constitute a waiver only of such condition or such
part of such condition, as the case may be, and shall not constitute
a waiver of any covenant, agreement, representation or warranty made
by the Vendors herein that corresponds or is related to such
condition or such part of such condition, as the case may be. If any
of the conditions contained in paragraph 6.1 hereof are not
fulfilled or complied with as herein provided, the Purchaser may, at
or prior to the date of closing at its option, rescind this
Agreement by notice in writing to the Vendors and in such event the
Purchaser shall be released from all obligations hereunder, and
unless the condition or conditions which have not been fulfilled are
reasonably capable of being fulfilled or caused to be fulfilled by
the Vendors, then the Vendors shall also be released from all
obligations hereunder.
7 CONDITIONS TO THE OBLIGATIONS OF THE VENDORS
7.1 Notwithstanding anything herein contained, the obligations of the
Vendors to complete the transactions provided for herein will be
subject to the fulfilment of the following conditions at or prior to
the date of closing, and the Purchaser will use its best efforts to
ensure that such conditions are fulfilled.
(a) The representations and warranties of the Purchaser contained
in this Agreement or in any documents delivered in order to
carry out the transactions contemplated hereby will be true and
accurate on the date of closing. In addition, the Purchaser
shall have complied with all covenants and agreements herein
agreed to be performed or caused to be performed by it at or
prior to the date of closing.
(b) No order, decision or ruling of any court, tribunal or
regulatory authority having jurisdiction shall have been made,
and no action or proceeding shall be pending or threatened
which, in. the opinion of counsel to the Vendors, is likely to
result in an order, decision or ruling, to disallow, enjoin or
prohibit the purchase and sale of the Shares contemplated
hereby.
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(c) All consents required to be obtained in order to carry out the
transactions contemplated hereby, in compliance with all laws
and agreements binding upon the parties hereto shall have been
obtained.
7.2 The conditions contained in paragraph 7.1 hereof are inserted for
the exclusive benefit of the Vendors and may be waived in whole or
in part by the Vendors at any time. The Purchaser acknowledges that
the waiver by a Vendor of any condition or any part of any condition
shall constitute a waiver only of such condition or such part of
such condition, as the case may be, and shall not constitute a
waiver of any covenant, agreement, representation or warranty made
by the Purchaser herein that corresponds or is related to such
condition or such part of such condition, as the case may be. If any
of the conditions contained in paragraph 7.1 hereof are not
fulfilled or complied with as herein provided, the Vendors may, at
or prior to the date of closing at their option, rescind this
Agreement by notice in writing to the Purchaser and in such event
such Vendors shall be released from all obligations hereunder and,
unless the condition or conditions which have not been fulfilled are
reasonably capable of being fulfilled or caused to be fulfilled by
the Purchaser, then the Purchaser shall also be released from all
obligations hereunder.
8 SURVIVAL OF REPRESENTATIONS AND WARRANTIES
8.1 The representations and warranties of the Vendors and Purchaser
contained herein shall survive the date of closing and
notwithstanding the closing of the transaction herein shall continue
in full force and effect for a period of six (6) months after the
date of closing. Undertakings and obligations by any party hereto
which are not completed by the date of closing shall continue and
shall not merge in the completed agreement on closing.
9 NOTICES
9.1 Any notice, designation, communication, request, demand or other
document, required or permitted to be given or sent or delivered
hereunder to any party hereto shall be in writing and shall be
sufficiently given or sent or delivered if it is delivered
personally to an officer or director of such party, sent to the
party entitled to receive it by registered mail, postage prepaid,
pre-paid Federal Express courier, or sent by telecopy machine to the
last known address of the party, or in the case of the Purchaser,
notices shall be sent to the Purchaser at *, facsimile number*.
9.2 Any notice, designation, communication, request, demand or other
document given or sent or delivered as aforesaid shall:
(a) if delivered, be deemed to have been given, sent, delivered and
received on the date of delivery;
(b) if sent by mail, be deemed to have been given, sent, delivered
and received (but not actually received) on the fourth day
following the date of mailing, unless at any time between the
date of mailing and the fourth day thereafter there is a
discontinuance or interruption of regular postal service,
whether due to strike or lockout or work slowdown,
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affecting postal service at the point of dispatch or delivery
or any intermediate point, in which case the same shall be
deemed to have been given, sent, delivered and received in the
ordinary course of the mails, allowing for such discontinuance
or interruption of regular postal service, and
(c) if sent by telecopy machine, be deemed to have been given,
sent, delivered and received on the date the sender receives
the telecopy answer back confirming receipt by the recipient.
10 GENERAL
10.1 The recitals are an integral part of this agreement.
10.2 Each party agrees to execute such further documents and to do such
further acts as may be reasonably required to give effect to the
agreement of the parties set out herein. Each of the Vendors hereby
irrevocably appoints the president of Purchaser his/her/its true and
lawful attorney, in his/her/its name, to do such acts and execute
and deliver such documents as may be necessary or appropriate to
complete the sale and transfer of shares of BBL to Purchaser, and to
permit Purchaser to take control of BBL as majority shareholder.
10.3 This agreement shall be binding on the parties, their successors and
assigns.
10.4 This agreement is to be read with all changes of gender or number
required by the context. Article, paragraph, and section headings
are for convenience only and shall not be used to interpret or
construe this Agreement.
10.5 The Vendors and the Purchaser agree that execution and acceptance of
this Agreement and any amendments, notices and/or waivers related
thereto may be communicated by telecopier/facsimile machine by
either party to the other and such communication shall be binding
upon the parties so long as such communication is legible in its
entirety.
10.6 It is agreed and understood by the parties hereto that should tender
be necessary on behalf of the Purchaser, that tender shall be
sufficient by delivery of the Public Shares to the solicitor for the
Vendors.
10.7 This agreement may be executed and delivered in counterparts. All
such counterparts shall constitute one agreement.
11 EXECUTION
As evidence of their agreement, the Parties have signed this memorandum as of
the date first above written.
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/s/ XXXXX X. XXXXX
-----------------------------------
Xxxxx X. Xxxxx
Xxxxx Xxxxx Corp.
Per:
/s/
-----------------------------------
/s/ XXXXXX XXXXXXXX
-----------------------------------
Xxxxxx Xxxxxxxx
/s/ XXXXXXX XXXXX
-----------------------------------
Xxxxxxx Xxxxx
/s/ XXXXX XXXX
-----------------------------------
Xxxxx Xxxx
1322001 Ontario Inc.
Per:
/s/
-----------------------------------
/s/ XXXXXX XXXXX
-----------------------------------
Xxxxxx Xxxxx
/s/ X. XXXXX
-----------------------------------
Xxxx Xxxxx
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SCHEDULE "A"
----------------------------------------------------------------------------------------------------------------
HOLDERS OF COMMON SHARES OF NO. OF COMMON SHARES OF BBL NO. OF COMMON SHARES OF BBC TO
BBL ("VENDORS") (SHARES TO BE SOLD BY VENDORS) BE ISSUED TO HOLDERS OF COMMON
SHARES OF BBL IN EXCHANGE FOR THE
SHARES
----------------------------------------------------------------------------------------------------------------
Xxxxx X. Xxxxx 5,000,000 5,000,000
----------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxx Corp. 3,170,975 3,170,975
----------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxxx 1,010,000 1,010,000
----------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxx 656,000 656,000
----------------------------------------------------------------------------------------------------------------
Xxxxx Xxxx 150,000 150,000
----------------------------------------------------------------------------------------------------------------
1322001 Ontario Inc. 100,000 100,000
----------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxx 75,000 75,000
----------------------------------------------------------------------------------------------------------------
Xxxx Xxxxx 75,000 75,000
----------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxxxxx 45,000 45,000
----------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxxxxx 10,000 10,000
----------------------------------------------------------------------------------------------------------------
BKE Holdings Inc. 30,000 30,000
----------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxxxxx 20,000 20,000
----------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxxxxx 50,400 50,400
----------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxxx 42,000 42,000
----------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxxxxxx 10,000 10,000
----------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxxxxxx 10,000 10,000
----------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxxxxxx 8,000 8,000
----------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxxxxx 5,000 5,000
----------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxxxx 20,000 20,000
----------------------------------------------------------------------------------------------------------------
1330501 Ontario Inc. 131,600 131,600
----------------------------------------------------------------------------------------------------------------
Wrelton International Limited 300,000 300,000
----------------------------------------------------------------------------------------------------------------
Xxxx Xxxxx 5,000 5,000
----------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxx 2,000 2,000
----------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxx 16,500 16,500
----------------------------------------------------------------------------------------------------------------
Shuvtinder Xxxxxx 16,000 16,000
----------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxx 14,025 14,025
----------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxx 2,000 2,000
----------------------------------------------------------------------------------------------------------------
Xxxxxxxxx Xxxxxx 2,000 2,000
----------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxx 20,000 20,000
----------------------------------------------------------------------------------------------------------------
Xxxxxxxx Xxxxxx 6,000 6,000
----------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxxxxxx 6,700 6,700
----------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxxxxxxx 2,800 2,800
----------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxx 5,000 5,000
----------------------------------------------------------------------------------------------------------------
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Xxxxx Xxxxx
----------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxx 5,000 5,000
----------------------------------------------------------------------------------------------------------------
Xxxxxxxxxx Xxxxxxxxx 1,500 1,500
----------------------------------------------------------------------------------------------------------------
Valco Investments Inc. 16,000 16,000
----------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxx 1,500 1,500
----------------------------------------------------------------------------------------------------------------
Totals 11,048,000 11,048,000
----------------------------------------------------------------------------------------------------------------
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/s/ XXXXXXX XXXXXXXXXX
------------------------------------
Xxxxxxx Xxxxxxxxxx
------------------------------------
Xxxxxxx Xxxxxxxxxx
BKE Holdings Inc.
Per:
/s/
------------------------------------
/s/ X. XXXXXXXXX
------------------------------------
Xxxx xxxxxxxxx JF
/s/ XXXX XXXXXXXXX
------------------------------------
Xxxx Xxxxxxxxx
/s/
------------------------------------
476586 Ontario Limited
/s/ XXXX XXXXXXXXXX
------------------------------------
Xxxx Xxxxxxxxxx
/s/ XXXXX XXXXXXXXXX
------------------------------------
Xxxxx Xxxxxxxxxx
/s/ XXXXX XXXXXXXXXX
------------------------------------
Xxxxx Xxxxxxxxxx
/s/ XXXXXXX XXXXXXXXXX
------------------------------------
lgnazio Xxxxxxxxxx
/s/ XXXX XXXXXXXX
------------------------------------
Xxxx Xxxxxxxx
1330501 ONT. INC.
------------------------------------
Per:
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/s/
------------------------------------
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Zoya Financial Corp.
Per:
/s/
------------------------------------
/s/ XXXXX XXXXX
------------------------------------
Xxxx Xxxxx
/s/ XXXX XXXXXXX
------------------------------------
Xxxx Xxxxxxx
/s/ XXXXX XXXXX
------------------------------------
Xxxxx Xxxxx
/s/ XXXXX XXXXXX
------------------------------------
Xxxxx Xxxxxx
/s/ XXXXXXX XXXXX
------------------------------------
Xxxxxxx Xxxxx
/s/ XXXXXX XXXX
------------------------------------
Xxxxxx Xxxx
/s/ XXXXXXXXX XXXXXX
------------------------------------
Xxxxxxxxx Xxxxxx
/s/ XXXXXX XXXXX
------------------------------------
Xxxxxx Xxxxx
/s/ XXXXXXXX X. XXXXXX
------------------------------------
Xxxxxxxx Xxxxxx
/s/ XXXXX XXXXXXXXXX
------------------------------------
Xxxxx Xxxxxxxxxx
/s/ X. XXXXXXXXXXXX
------------------------------------
Xxxxxxx Xxxxxxxxxxxx
/s/ XXXXX XXXXX
------------------------------------
Xxxxx Xxxxx
/s/ XXXXX XXXXX
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Xxxxx Xxxxx
/s/ XXXXX XXXXX
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Xxxxx Xxxxx
/s/ XXXXXXXXXX XXXXXXXXX
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Xxxxxxxxxx Xxxxxxxxx
-16-
Valco Investments
Per:
/s/
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/s/ XXXXX XXXXX
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Xxxxx Xxxxx
/s/ XXXXXXX XXXXX
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Xxxxxxx Xxxxx
BBL Technologies Inc.
Per: /s/
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BBC Stock Market, Inc.
Per: /s/
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