EXHIBIT 2.1
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THIS AGREEMENT dated for reference the 15th day of January, 2001.
AMONG:
595604 B.C. LTD., a private British Columbia Company with its
registered and records office located at 0000 Xxxxxxxx Xxxxxx,
0xx Xxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
("595604")
OF THE FIRST PART
AND:
XXXXXX XxXXXXXXXX, businessman, of 0000 - 00xx Xxxxxx, X.X.,
Xxxxxxx, Xxxxxxx, X0X 0X0
("XxXxxxxxxx")
and
XXXX XXXXXXXX, businessman, of 0000 Xxxx 00xx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
("Courtice")
OF THE SECOND PART
(595604, XxXxxxxxxx and Courtice are hereinafter collectively
referred to as the "Assignors")
AND:
PUBLIC IDEA CAPITAL LTD., a British Columbia company, with its
registered and records office at 1800, 000 X. Xxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
("Public Idea")
and
XXXXX Xxx Ming, businessman, of Xxxx 0000 - #00 XxxxXxXxx
Xxxx, Xxxxxxxxx, Xxxxx, 000000
("Liang")
(Public Idea and Liang are hereinafter collectively referred
to as the "Assignees")
OF THE THIRD PART
AND:
xXXXXXXXXX.XXX, INC., a Nevada corporation with an office at
#0 - 0000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X
0X0
("ESPB")
OF THE FOURTH PART
AND:
SINORAY TECHNOLOGY LIMITED, a British Virgin Island
corporation with an address at P.O. Box 957, Offshore
Incorporations Centre, Road Town, British Virgin Islands
("Sinoray")
OF THE FIFTH PART
WHEREAS:
A. ESPB is a Nevada corporation that is registered in the United States of
America under the Securities Exchange Act of 1934 (the "US
Legislation") and its shares are quoted and trade publicly through the
OTC:BB in the United States;
B The Assignors own a current debt of US$220,000 which is owed to them by
ESPB and they have agreed to sell and assign the Debt to the Assignees
upon the terms and subject to the conditions contained herein;
X. XxXxxxxxxx and Courtice are the legal and beneficial owners of
5,000,000 restricted shares each in the capital of ESPB (the
"Restricted Shares") and have agreed to transfer the same to the
Assignees or their nominee upon the terms and subject to the conditions
contained herein; and
X. XxXxxxxxxx and Courtice have agreed to resign as officers and directors
of ESPB, as applicable, concurrently with the full payment of the Debt
contemplated hereby.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration
of the promises, covenants, terms, conditions representations
and warranties hereinafter set forth, the parties hereto agree
each with the other as follows:
1. SALE OF DEBT
1.1 Subject to the terms and conditions set out herein, the Assignees
hereby agree to purchase from the Assignors, and the Assignors hereby agree to
sell and transfer to the Assignees, a current debt of US$220,000 (the "Debt")
owed to Assignors by ESPB, or any portion thereof. The Debt may be purchased by
the Assignees for the payment of the aggregate sum of US$220,000 (the "Payment")
to the Assignors as follows:
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a) US$100,000 on the signing of this Agreement; and
b) US$120,000 by February 15, 2001.
1.2 The Assignors acknowledge and agree that the sums comprising the
Payment, if paid in whole or in part, will be paid on or before the respective
due dates by solicitors trust cheques from Harder & Company made payable to
"Jeffs & Company Law Corporation, in trust" and delivered to the address
contained in paragraph 6 hereof. The Assignors agree that XxXxxxxxxx shall be
authorized to see to the proper disposition of any funds paid hereunder.
1.3 The Assignors covenant and agree that any Payment made by or on behalf
of the Assignees, or either of them, will, without further action, constitute
valid and fully enforceable assignments of the portion of the Debt represented
by the Payment made to the Assignors, notwithstanding the entire Payment is not
paid as contemplated by paragraph 1.1 and irrespective of any other performance
or lack thereof under this Agreement.
1.4 The Payment contemplated by item (a) of paragraph 1.1 will be made by
Liang. The parties hereto agree that such Payment will be deemed to have been
made by or on behalf of Liang, that portion of the Debt will have been validly
assigned to Xxxxx, Xxxxx will be the owner of that portion of the Debt that has
been paid, and the Assignors shall have no claim against ESPB for such amount.
1.5 The Payment contemplated by item (b) of paragraph 1.1 will be made by
Public Idea, however, if it is not made, in whole or in part, by the due date
noted, Liang will have the right to make the entire second payment of US$120,000
within fourteen (14) calendar days thereafter and, in such an event Liang will
own the entire Debt and will have the right to convert the same to shares of
ESPB at a deemed value of US$0.08 per share. If Public Idea makes only a part of
the payment contemplated by item (b) of paragraph 1.1 by the due date, the
ownership of the Debt and the right to convert the same into shares of ESPB will
be pro-rated between Liang and Public Idea according to the amount of the Debt
paid by each, provided that Liang shall have the right to make up any shortfall
in the $US120,000 payment contemplated by item (b) of paragraph 1.1 within
fourteen (14) calendar days thereafter in order to ensure that the balance of
the transactions contemplated by this Agreement proceed.
1.6 If Public Idea makes the entire US$120,000 payment contemplated by item
(b) of paragraph 1.1, the parties hereto agree that Public Idea will own the
entire Debt, including the amounts deemed to have been paid by Liang pursuant to
paragraph 1.4.
1.7 ESPB consents to the assignment of the Debt to the Assignees. ESPB
agrees that a copy of a cancelled trust cheque will be full and sufficient proof
of payment and the assignment of that portion of the Debt to the Assignees and
ESPB agrees to thereafter be bound by the assignment of the portion of the Debt
that has been so paid.
1.8 ESPB hereby acknowledges and agrees that any part of the Debt assigned
to the Assignees or either of them pursuant to this Agreement may, at the
election of the Assignees, be settled in shares of ESPB (the "Debt Settlement
Shares") at a deemed price of US$0.08 per share, irrespective of the completion
of the balance of the transactions hereunder. In the event the entire purchase
and assignment of the Debt does not complete in accordance with paragraph 1.1,
ESPB agrees to forthwith cause a registration statement to be prepared and filed
under the Securities Act of 1933 (United States) (the "1933 Act") in order to
remove any trading restrictions that apply to any Debt Settlement Shares.
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2. RESTRICTED SHARES
2.1 In the event that all amounts are paid as contemplated by paragraph 1.1
hereof, concurrently with the Assignees, or either of them, making the second
payment, XxXxxxxxxx and Courtice agree to transfer the Restricted Shares (the
"Transfer") to Sinoray or its nominee. Sinoray acknowledges that the Restricted
Shares are subject to restrictions on transfer pursuant to the 1933 Act and that
the transfer must be accomplished in compliance with all applicable provisions
of the 1933 Act.
2.2 As consideration for receiving the entire amount of Debt paid for by
Liang pursuant to paragraph 1.4, Public Idea covenants and agrees to relinquish
all interest in the Restricted Shares to be transferred to Sinoray pursuant to
paragraph 2.1.
2.3 In order to accomplish the Transfer, ESPB and the Assignors agree to
promptly perform all actions and prepare and execute any and all documents as
may be required by the transfer agent of ESPB to recognize and record the
Transfer. If, for any reason, the Transfer cannot be promptly completed in
accordance with the 1933 Act, XxXxxxxxxx and Courtice agree to hold the
Restricted Shares in trust for Sinoray or its nominee for as long as it takes to
accomplish the Transfer and, in the alternative at the election of Sinoray,
XxXxxxxxxx and Courtice agree to tender the Restricted Shares directly to ESPB
for return to treasury or cancellation, provided all payments under paragraph
1.1 have been made.
2.4 Provided all payments under paragraph 1.1 have been made, XxXxxxxxxx
and Courtice agree, jointly and severally, to vote the Restricted Shares as
directed by Sinoray at any shareholders' meeting of ESPB held while XxXxxxxxxx
and Courtice hold the Restricted Shares in trust for Public Idea.
3. RESIGNATIONS AND APPOINTMENT OF MANAGEMENT
3.1 Concurrently with the Assignees making the second payment under
paragraph 1.1, XxXxxxxxxx and Courtice will appoint one nominee proposed by the
Assignees to the Board of Directors of ESPB and XxXxxxxxxx and Courtice,
immediately thereafter, will tender to ESPB their written resignations as
directors and from all other positions held with ESPB. The Assignees agree that
the nominee proposed by them shall consent to become a director and shall be
duly qualified to become a director of ESPB. 4. REPRESENTATIONS AND WARRANTIES
4.1 The Assignors, as applicable, represent and warrant to the Assignees
and Sinoray as follows and acknowledge that the Assignees and Sinoray are
relying upon such representations and warranties in connection with the purchase
of the Debt and the Transfer and that the Assignees and Sinoray would not have
entered into this Agreement without such representations and warranties:
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(a) XxXxxxxxxx and Courtice are the beneficial owner of the Restricted
Shares, and the Restricted Shares are free and clear of all
encumbrances of any kind, except the restrictions which presently apply
under the 1933 Act;
(b) XxXxxxxxxx and Courtice have the due and sufficient right and authority
to transfer the legal and beneficial title and ownership of the
Restricted Shares to Sinoray and the Debt to the Assignees, as the case
may be;
(c) no person, firm or corporation has any agreement or option or a right
capable of becoming an agreement for the purchase of any of the
Restricted Shares;
(d) 595604 represents and warrants that it is duly incorporated and
organized, validly existing and in good standing under the laws of
British Columbia, and has all necessary corporate power and authority
to own, lease and operate its properties and to conduct its business as
and in the places where such properties are now owned, leased or
operated or such business is now conducted;
(e) 595604 represents and warrants that it has the necessary corporate
power and authority to enter into and deliver this Agreement on the
terms and conditions set forth in this Agreement and to do all such
acts and things as may be necessary to give effect to the transactions
contemplated hereby. The execution, delivery and performance of this
Agreement by 595604 of its obligations hereunder have been duly
authorized by all necessary corporate action on its part. Such
execution, delivery and performance by 595604 does not require any
action or consent of, any registration with, or notification to, any
governmental body, or any action or consent under any laws to which
595604 or its properties are subject;
(f) XxXxxxxxxx is the sole shareholder of 595604;
(g) the Assignors represent and warrant that they have the due and
sufficient right and authority to enter into and deliver this Agreement
on the terms and conditions set forth in this Agreement and to do all
such acts and things as may be necessary to give effect to the
transactions contemplated hereby;
(h) this Agreement constitutes a legal, valid and binding obligation of
each of the Assignors enforceable against them in accordance with the
terms of this Agreement; and
(i) the execution and delivery of this Agreement, the consummation of the
transactions contemplated herein, the performance by the Assignors of
their obligations hereunder and the compliance by the Assignors with
this Agreement will not:
(i) with respect to 595604, violate, contravene or breach, or
constitute a default under its constating instruments or
by-laws;
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(ii) violate, contravene or breach, or constitute a default under
any contract, agreement, indenture, instrument, or commitment
to which either of the Assignors are a party or subject or by
which they are bound or affected, as the case may be; or
(iii) to the best of the knowledge of the Assignors, result in the
violation of any laws..
4.2 The representations and warranties hereinbefore set out are conditions
on which the Assignees and Sinoray have relied in entering into this Agreement,
are to be construed as both conditions and warranties and shall, regardless of
any investigation which may have been made by or on behalf of the Assignees or
Sinoray as to the accuracy of such representations and warranties, survive the
closing of the transaction for a period of 30 days contemplated hereby and the
Assignors will indemnify and save the Assignees and Sinoray harmless from all
loss, damage, costs, actions and suits arising out of or in connection with any
breach of any representation or warranty contained in this Agreement.
4.3 ESPB represents and warrants to the Assignees and Sinoray as follows
and acknowledges that the Assignees and Sinoray are relying upon such
representations and warranties in connection with the Transfer and that the
Assignees and Sinoray would not have entered into this Agreement without such
representations and warranties:
(a) ESPB is a company duly incorporated, validly subsisting and in good
standing under the laws of Nevada, and has all necessary corporate
power and authority to own, lease and operate its properties and to
conduct its business as and in the places where such properties are now
owned, leased or operated or such business is now conducted;
(b) all required filings with the United States Securities and Exchange
Commission and those required under the US Legislation are current and
accurate and they will remain current and accurate pending the
completion of the purchase of the Debt and the Transfer, as the case
may be;
(c) there have been no material adverse changes in the corporate or
financial affairs of ESPB since January 1, 2001 and the business of
ESPB has been carried on in the normal course since that date;
(d) ESPB is not experiencing nor is it aware of any occurrence or event
that might reasonably be expected to have a materially adverse effect
on its business or the results of its operations;
(e) save and except as previously disclosed in writing to the Assignees,
there are no material liabilities, contingent or otherwise, of ESPB,
and ESPB has not guaranteed, or agreed to guarantee, any debt,
liability or other obligation of any person, firm or corporation;
(f) save and except for the Debt, ESPB is not indebted to the Assignors or
any affiliate of the Assignors, and ESPB is not liable to pay any
outstanding management fees, and neither the Assignors nor, to the best
their knowledge, is any other director, officer, employee or
shareholder of ESPB indebted or under obligation to ESPB on any account
whatsoever;
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(g) no dividends of ESPB have been made, declared or authorised;
(h) ESPB does not have any contracts, agreements, pension plans, profit
sharing plans, bonus plans, undertakings, or arrangements whether oral,
written or implied with employees, lessees, licensees, managers,
accountants, suppliers, agents, distributors, officers, directors,
lawyers, or others which cannot be terminated immediately without
liability to ESPB, except as previously disclosed to the Assignees in
writing;
(i) ESPB 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;
(j) all tax returns and reports of ESPB required to be filed prior to or
concurrently with the date hereof have been filed and are substantially
true, correct and accurate, and all taxes and other governmental
charges have been paid or accrued in the books of ESPB;
(k) all material transactions of ESPB have been promptly and properly
recorded or filed in or with its respective books and records, and the
minute book of ESPB contains all records of the meetings and
proceedings of shareholders and directors thereof, except for minutes
of the annual general meeting of shareholders for 2000;
(l) the only present directors and officers of the Company are as follows:
Xxxxxx XxXxxxxxxx, Chief Executive Officer and director
Xxxx Xxxxxxxx, President and director
(m) the Debt is fully and properly recorded on the financial statements and
books and records of ESPB and is undisputed by ESPB and is fully
acknowledged and accepted;
(n) there are issued and outstanding 15,400,000 shares in the capital of
ESPB and no person, firm or corporation has any agreement or option or
a right capable of becoming an agreement for the purchase, subscription
or issuance of any of the unissued shares of ESPB, except as relates to
the conversion of the Debt or any part thereof and any subsequent
transactions not involving the Assignors which may be completed between
the Assignees and ESPB;
(o) the Restricted Shares are validly issued, fully paid and non-assessable
shares not subject to any trading restrictions other than as set out
herein;
(p) no person has or asserts any present, future or contingent rights of
indemnification or subrogation by virtue of any transaction or
happening occurring in relation to ESPB;
(q) except as previously disclosed to the Assignees in writing, ESPB has
not assigned, transferred, sold, discharged, encumbered, mortgaged,
charged, hypothecated or in any way disposed of or dealt with its
assets or agreed to do so;
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(r) all statutory requirements and all regulations under any statute and
all orders and awards of any competent authority made prior to the date
hereof in respect of ESPB have been complied with, except ESPB did not
hold an annual general meeting of its shareholders in 2000;
(s) ESPB is not engaged or concerned in any litigation or arbitration
proceedings either as plaintiff or defendant or otherwise and there is
no basis for and there are no law suits pending or threatened against
ESPB or any proceedings in respect of which ESPB is liable to indemnify
any party concerned therein and that there are no claims already made
which, if pursued, might result in proceedings of any kind against ESPB
nor are there any circumstances likely to cause ESPB to be or become
involved as a party to any litigation or arbitration;
(t) no steps have been taken or resolutions passed or petitions presented
or orders made for the winding up of ESPB nor for the appointment of an
administrator, a controller, a receiver or receiver manager of any of
the assets or undertaking of ESPB nor has ESPB had an administrator or
controller appointed nor has ESPB gone into liquidation or receivership
or called a meeting with a view to going into liquidation;
(u) ESPB has not given any power of attorney to any person or is under any
obligation to give any power of attorney to any person;
(v) ESPB has the necessary corporate power and authority to enter into and
deliver this Agreement on the terms and conditions set forth in this
Agreement and to do all such acts and things as may be necessary to
give effect to the transactions contemplated hereby. The execution,
delivery and performance of this Agreement by ESPB of its obligations
hereunder have been duly authorized by all necessary corporate action
on its part. Such execution, delivery and performance by ESPB does not
require any action or consent of, any registration with, or
notification to, any governmental body, or any action or consent under
any laws to which ESPB or its properties are subject;
(w) this Agreement constitutes a legal, valid and binding obligation of
ESPB enforceable against ESPB in accordance with the terms of this
Agreement;
(x) the execution and delivery of this Agreement, the consummation of the
transactions contemplated herein, the performance by ESPB of its
obligations hereunder and the compliance by ESPB with this Agreement
will not:
(i) violate, contravene or breach, or constitute a default under
the constating instruments or by-laws of ESPB;
(ii) violate, contravene or breach, or constitute a default under
any contract, agreement, indenture, instrument, or commitment
to which ESPB is a party or is subject or by which it is bound
or affected, as the case may be; or
(iii) to the best of the knowledge of ESPB, result in the violation
of any laws.
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4.4 The representations and warranties hereinbefore set out are conditions
on which the Assignees have relied in entering into this Agreement, are to be
construed as both conditions and warranties and shall, regardless of any
investigation which may have been made by or on behalf of the Assignees as to
the accuracy of such representations and warranties, survive the closing of the
transaction for a period of 30 days contemplated hereby and the Assignors and
ESPB will indemnify and save the Assignees harmless from all loss, damage,
costs, actions and suits arising out of or in connection with any breach of any
representation or warranty contained in this Agreement.
4.5 The Assignees, as applicable, represent and warrant to the Assignors as
follows and acknowledge that the Assignors are relying on such representations
and warranties in connection with the assignment of the Debt and the Transfer
and that the Assignors would not have entered into this Agreement without such
representations and warranties:
(a) Public Idea represents and warrants that it is duly incorporated and
organized, validly existing and in good standing under the laws of
British Columbia, and has all necessary corporate power and authority
to own, lease and operate its properties and to conduct its business as
and in the places where such properties are now owned, leased or
operated or such business is now conducted;
(b) Public Idea represents and warrants that it has the necessary corporate
power and authority to enter into and deliver this Agreement on the
terms and conditions set forth in this Agreement and to do all such
acts and things as may be necessary to give effect to the transactions
contemplated hereby. The execution, delivery and performance of this
Agreement by Public Idea of its obligations hereunder have been duly
authorized by all necessary corporate action on its part. Such
execution, delivery and performance by Public Idea does not require any
action or consent of, any registration with, or notification to, any
governmental body, or any action or consent under any laws to which
Public Idea or its properties are subject;
(c) Liang represents and warrants that he has the due and sufficient right
and authority to enter into and deliver this Agreement on the terms and
conditions set forth in this Agreement and to do all such acts and
things as may be necessary to give effect to the transactions
contemplated hereby;
(d) this Agreement constitutes a legal, valid and binding obligation of
each of the Assignees enforceable against them in accordance with the
terms of this Agreement; and
(e) the execution and delivery of this Agreement, the consummation of the
transactions contemplated herein, the performance by the Assignees of
their obligations hereunder and the compliance by the Assignees with
this Agreement will not:
(i) with respect to Public Idea, violate, contravene or breach, or
constitute a default under its constating instruments or
by-laws;
(ii) violate, contravene or breach, or constitute a default under
any contract, agreement, indenture, instrument, or commitment
to which either of the Assignees are a party or subject or by
which they are bound or affected, as the case may be; or
(iii) to the best of the knowledge of the Assignees, result in the
violation of any laws.
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4.6 The representations and warranties hereinbefore set out are conditions
on which the Assignors have relied in entering into this Agreement, are to be
construed as both conditions and warranties and shall, regardless of any
investigation which may have been made by or on behalf of the Assignors as to
the accuracy of such representations and warranties, survive the closing of the
transaction for a period of 30 days contemplated hereby and the Assignees will
indemnify and save the Assignors harmless from all loss, damage, costs, actions
and suits arising out of or in connection with any breach of any representation
or warranty contained in this Agreement.
4.7 Sinoray represents and warrants to the Assignors as follows and
acknowledges that the Assignors are relying on such representations and
warranties in connection with the assignment of the Debt and the Transfer and
that the Assignors would not have entered into this Agreement without such
representations and warranties:
(a) Sinoray represents and warrants that it is duly incorporated and
organized, validly existing and in good standing under the laws of the
British Virgin Islands, and has all necessary corporate power and
authority to own, lease and operate its properties and to conduct its
business as and in the places where such properties are now owned,
leased or operated or such business is now conducted;
(b) Sinoray represents and warrants that it has the necessary corporate
power and authority to enter into and deliver this Agreement on the
terms and conditions set forth in this Agreement and to do all such
acts and things as may be necessary to give effect to the transactions
contemplated hereby. The execution, delivery and performance of this
Agreement by Sinoray of its obligations hereunder have been duly
authorized by all necessary corporate action on its part. Such
execution, delivery and performance by Sinoray does not require any
action or consent of, any registration with, or notification to, any
governmental body, or any action or consent under any laws to which
Sinoray or its properties are subject;
(c) Liang is a principal shareholder of Sinoray;
(d) this Agreement constitutes a legal, valid and binding obligation of
Sinoray enforceable against it in accordance with the terms of this
Agreement; and
(e) the execution and delivery of this Agreement, the consummation of the
transactions contemplated herein, the performance by Sinoray of its
obligations hereunder and the compliance by Sinoray with this Agreement
will not:
(i) violate, contravene or breach, or constitute a default under
its constating instruments or by-laws;
(ii) violate, contravene or breach, or constitute a default under
any contract, agreement, indenture, instrument, or commitment
to which Sinoray is a party or subject or by which it is bound
or affected; or
(iii) to the best of the knowledge of Sinoray, result in the
violation of any laws.
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4.8 The representations and warranties hereinbefore set out are conditions
on which the Assignors have relied in entering into this Agreement, are to be
construed as both conditions and warranties and shall, regardless of any
investigation which may have been made by or on behalf of the Assignors as to
the accuracy of such representations and warranties, survive the closing of the
transaction for a period of 30 days contemplated hereby and Sinoray will
indemnify and save the Assignors harmless from all loss, damage, costs, actions
and suits arising out of or in connection with any breach of any representation
or warranty contained in this Agreement.
4.9 ESPB covenants and agrees with the Assignees that until the completion
of the transactions contemplated hereby it will:
(a) maintain its corporate existence, and carry on and conduct its business
in a proper, efficient and businesslike manner and in accordance with
good business practice;
(b) allow the Assignees, Sinoray and their authorized representatives and
agents to be entitled whenever they deem it reasonably necessary, to
inspect the books and records of ESPB and make extracts therefrom and
generally conduct such examination of the books and records of ESPB as
they may deem fit; and
(c) not:
(i) transfer, sell or otherwise dispose of all or any of its
assets, or permit any subsidiary to transfer, sell or dispose
of all or any of its assets;
(ii) make any payment or enter into any transaction outside of the
ordinary and normal course of its business;
(iii) make loans or advances or become a guarantor or undertake any
liability of a like nature; or
(iv) pay or agree to pay to any employee or director any bonus or
special or extra remuneration.
5. CLOSING MATTERS
5.1 Upon the Assignors receiving full payment of the Debt and the
completion of the sale and assignment of the Debt to the Assignees, the
following events shall occur:
(a) the Assignors shall cause to be delivered to the Assignees the
following documents:
(i) the minute books and seal (if applicable) of ESPB;
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(ii) all books and records of account of ESPB;
(iii) all other agreements, records, documents and papers of
whatsoever nature in relation to the business, property and
operations of ESPB in proper order and condition complying
with all statutory requirements and fully updated so as to
disclose all information relating to the affairs of ESPB;
(iv) certificates representing the Restricted Shares duly endorsed
for transfer; and
(v) the written resignations of each of the current directors and
officers of ESPB and a valid resolution of the Board of
Directors of ESPB appointing one nominee of the Assignees as a
director of ESPB;
6. NOTICES
(1) All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been duly given if delivered by hand
or mailed postage prepaid addressed to the addressee at the address appearing
immediately below:
Assignors:
c/o Jeffs & Company Law Corporation
0000 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, X.X.
X0X 0X0
Assignees:
c/o Harder & Company
1800, 000 X. Xxxxxxxx Xxxxxx
Xxxxxxxxx, X.X.
X0X 0X0
Sinoray:
00X, Xxxxx 0, Xxxxxx Xxxxx
Xx. 00 Xxxxx Xxxx Xxxx
Xxxxx Xx, Xxxx Xxxx
or to such other address as may be given in writing by the party, and shall be
deemed to have been received, if delivered, on the date of delivery and if
mailed as aforesaid at Vancouver, British Columbia then on the next business day
following the posting thereof.
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7. GENERAL
7.1 This Agreement shall enure to the benefit of and shall be binding upon
the parties and their respective successors and assigns.
7.2 Time shall be of the essence of this Agreement.
7.3 This Agreement shall be governed by and interpreted in accordance with
the laws of the Province of British Columbia and the laws of Canada applicable
therein, and the parties hereto agree to attorn to the exclusive jurisdiction of
the legal courts of the Province of British Columbia.
7.4 The terms and provisions herein contained constitute the entire
agreement between the parties and shall supersede all previous oral or written
communications. No amendments of this Agreement shall be valid unless made in
writing and duly executed by all parties.
7.5 The failure of a party to insist on strict performance of any provision
of this Agreement or to exercise any right, power or remedy upon a breach hereof
shall not constitute a waiver of any provision of this Agreement or limit that
party's rights thereafter to enforce any provision or exercise any right, power
or remedy.
7.6 Each of the parties agrees that it shall from time to time take such
actions and execute such additional instruments as may be reasonably necessary
to implement and carry out the intent and purposes of this Agreement.
7.7 The validity of the remaining clauses, terms and parts of this
Agreement shall not be affected by an arbitrator, administrative board or other
proceeding of competent jurisdiction deciding that a clause, term or part of
this Agreement is illegal, unenforceable, in conflict with any law or contrary
to public policy. The parties agree to execute such additional documents as may
be necessary to give effect to any clause, term or part hereof which is
determined to be illegal, unenforceable, in conflict with any law or contrary to
public policy.
7.8 It is a condition of this Agreement that all representations,
agreements and warranties contained in this Agreement shall continue in full
force and effect after completion of the transactions contemplated hereby and
that such representations, agreements and warranties shall not be merged in or
satisfied by payment or completion and shall enure to the benefit of any
assignee or transferee of the Assignees.
7.9 In this Agreement, all dollar amounts are expressed in lawful currency
of the United States of America, unless specifically provided to the contrary.
7.10 The titles to the respective Articles hereof shall not be deemed to be
a part of this Agreement but shall be regarded as having been used for
convenience only.
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7.11 Words used herein importing the singular number shall include the
plural, and vice-versa, and words importing the masculine gender shall include
the feminine and neuter genders, and vice-versa, and words importing persons
shall include firms, partnerships and corporations.
7.12 This Agreement may be signed in counterparts.
7.13 The parties each expressly acknowledge that they have been given
adequate time to review this agreement and to seek and obtain independent legal
advice, and each party represents to the other parties that it has in fact
sought and obtained independent legal advice and is satisfied with the terms and
conditions of this agreement.
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IN WITNESS WHEREOF the parties have duly executed this Agreement on the day and
year first above written.
595604 B.C. LTD.
Per:
___________________________
Authorized Signatory
___________________________ ___________________________
Witness XXXXXX XXXXXXXXXX
___________________________ ___________________________
Witness XXXX XXXXXXXX
PUBLIC IDEA CAPITAL LTD.
Per:
___________________________
Authorized Signatory
___________________________ ___________________________
Witness XXXXX XXX MING
xXXXXXXXXX.XXX, INC.
Per:
___________________________
Authorized Signatory
SINORAY TECHNOLOGY LIMITED
Per:
___________________________
Authorized Signatory
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