This agreement dated for reference the 7th day of December 1996
AGREEMENT
Between: SERVICE SYSTEMS INTERNATIONAL INC.
Xxxxx 000
00000 - 00xx Xxxxxx
Xxxxx Xxxx, X.X., X0X 0X0
(hereinafter "Buyer")
and: Xxxxxxx X Xxxxxxxxxxx
0000 Xxxxxxx Xxxxxx
Xxxx Xxxxxxxxx, X.X., X0X 0X0
(hereinafter "Seller")
Whereas the Seller is the beneficial owner of 2,645,039 common shares,
representing 20.62% of the outstanding common shares of UV Systems Technology
Inc, a private British Columbia registered Corporation having it's registered
offices at 1100 - 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx X.X. X0X 0X0,
and;
Whereas the Buyer wishes to purchase and Seller wishes to sell the
aforementioned shares of UV Systems Technology Inc.;
now therefore, Seller and Buyer covenant and agree;
a) Seller will issue to Buyer, full and clear title in 2,645,039 shares
of common stock in UV Systems Technology Inc., in exchange for 600,000
shares of Buyer common voting stock.
b) All common shares in the capital of Buyer issued in paragraph (a), will
include a warrant certificate which will entitle the holder to purchase
one common shares in the capital of Buyer for each common share in the
capital of Buyer issued in paragraph (a) at a purchase price of two
Canadian Dollars (C$2.00) per common share, at any time within four
years from the date of issuance of the common shares.
c) Buyer will qualify on issuance 100,000 common shares in the capital of
Buyer issued in paragraph (a) as free trading in the United States and
use its best efforts to qualify as free trading in the United States the
remaining common shares in the capital of Buyer I issued in paragraph
(a) so that all common shares issued as contemplated by this Agreement
are fully free trading within 24 months of issuance or as otherwise
agreed between Buyer and Seller.
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d) Seller covenants and agrees to assign to Buyer all rights and ownership
as and if they exist in the Incentive Stock Option Agreement between
Seller and UV Systems Technology Inc., dated August 17, 1995 and
attached as Schedule "A", for the sum of One Canadian Dollars (C$1.00),
receipt of which is hereby acknowledged.
e) Seller covenants and agrees to assign to Buyer all rights and ownership
as and if they exist in 2,520,000 shares of common voting stock in UV
Waterguard Systems Inc., for the sum of One Canadian Dollars (C$1.00),
receipt of which is hereby acknowledged.
f) Delivery of shares to and from Buyer and Seller and Option Agreement to
Seller shall occur within thirty (30) days of date of signing of this
Agreement.
Witness, Name and Address Service Systems International Ltd.
/s/ X. Xxxxxxx /s/Xxx Xxxxxxxx
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Xxx Xxxxxxxx
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/s/ Xxxx X. Xxxxx /s/Xxxxxxx X Xxxxx
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Xxxxxxx X Xxxxx
Witness, Name and Address
/s/ Xxxx X. Xxxxx /s/ Xxxxxxx X Xxxxxxxxxxx
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Xxxxxxx X Xxxxxxxxxxx
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