THIS AGREEMENT dated for reference the 25th day of June 1999
BETWEEN:
LAXARCO HOLDING LIMITED, a Company
incorporated pursuant to the laws of the Republic of Cyprus
and having a mailing address at Office 000, Xxxxxxx 0, X.X.
Xxx 0000, Xxxxxxx, Xxxxxx
OF THE FIRST PART
(herein referred to as "Laxarco")
AND:
CARBON RESOURCES LIMITED, a Company
incorporated pursuant to the laws of the Republic of Cyprus
and having a mailing address at Office 000, Xxxxxxx 0, X.X.
Xxx 0000, Xxxxxxx, Xxxxxx
OF THE SECOND PART
(herein referred to as "Carbon")
AND:
SYNERGY TECHNOLOGIES CORPORATION,
(formerly Automated Transfer Systems Corporation), a
Company incorporated pursuant to the laws of the State of
Colorado and having its registered and records office at
Suite 101, 0000 Xxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxxx
00000.
OF THE THIRD PART
(herein referred to as the "Synergy")
WHEREAS:
A. Laxarco, Synergy, Carbon and Stone Canyon Resources, Ltd., a corporation
organized under the laws of Alberta, Canada ("Stone Canyon"), entered into a
Share Exchange Agreement dated May 5, 1998 and amended on June 25, 1999 (the
"First Share Exchange Agreement");
B. Laxarco is the registered and beneficial owner of 25% (twenty-five percent),
being a total of 1,250 shares, of the organized shares of common stock of Carbon
(the "Carbon Shares"); and Synergy is the registered and beneficial owner of 75%
(seventy-five percent) being a total of 3,750 shares of the organized shares of
common stock of Carbon; and
C. Laxarco and Synergy wish to affect an exchange of the Carbon Shares for
3,000,000 restricted shares of the common stock of Synergy, and the parties to
this Agreements have agreed to the share exchange subject to the terms and
conditions set out below; and
D. Synergy has agreed to be bound by all agreements between Laxarco and
Carbon as properly disclosed to Synergy by such parties; and
E. The parties wish to agree to the transfer of the entire right, title and
interest held by Carbon in and to any and all improvements which are disclosed
in the application for French Patent, Nat'l Reg. No. 9700364, filed January 13,
1997, entitled "CONVERSION OF HYDROCARBONS ASSISTED BY GLIDING
ELECTRIC ARCS IN THE PRESENCE OF WATER VAPOR AND/OR CARBON DIOXIDE," plus all
other patents which have been or shall be issued in the United States and all
foreign countries on such improvements, including but not limited to U.S. Patent
Application Ser. No. 09/005,647, filed January 12, 1998 and PCT Patent
Application Ser. No. PCT/US98/00393 (the "Business Assets"),to a company
which shall be a wholly-owned subsidiary of Synergy under the same terms and
conditions of the First Share Exchange Agreement.
NOW THEREFOR THIS AGREEMENT WITNESSES that for and in
consideration of the mutual premises and the mutual covenants and agreements
contained herein, the parties covenant and agree each with the other as follows:
1.0 DEFINITIONS
1.1 For all purposes of the Agreement:
(a) "Effective Date" means the date that each party receives Shareholder
Approval (as such term is defined herein) of this Agreement.
(b) "Shareholder Approval" means the requisite shareholder approvals
required by each of the parties to this Agreement;
(c) "Escrow Agreement' means that Escrow Agreement dated May 16,
1998 by and between Synergy, Laxarco and Xxxxxx & Associates as amended and
restated as provided in Section 2.2 hereof and in the form of that Amended and
Restated Escrow Agreement attached hereto as Schedule A.
(d) "Escrow Holder" means Xxxxxx & Associates, a professional law
corporation;
(e) "Contracts" means all of the commitments, agreements, contracts,
instruments, leases and other documents entered into by the parties to this
Agreement by which the parties to this Agreement are bound or to which the
parties to this Agreement or the Business Assets of the parties are subject;
(f) "Synergy Shares" means the fully paid and non-assessable 3,000,000
shares of common stock of Synergy to be issued to Laxarco pursuant to Article 2
hereof and which will be held in escrow as provided herein;
(g) "Shareholders Meeting" means the general meeting of the shareholders
of Synergy to be called pursuant to Section 9.2(b), if required;
(h) "Termination Date" means the day that is thirty (30) days after the
last day of the month in which all of Synergy's Approvals as defined in section
6.1 (a)hereof are received;
(i) "Share Exchange" shall mean the exchange of Synergy's Shares for the
Carbon Shares at the Closing pursuant to Article 2.0 hereof; and
(j) "Closing" shall have the meaning ascribed thereto in Section 4.1.
1.2 In this Agreement, except as otherwise expressly provided:
(a) "Agreement" means this agreement, including the preamble and the
schedules hereto, as it may from time to time be supplemented or amended in
effect;
(b) All references in this Agreement, to a designated "Section" or other
subdivision or to a schedule is to the designated Section or other subdivision
of or Schedule to, this Agreement;
(c) The words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Section or other subdivision or Schedule;
(d) The headings are for convenience only and do not form a part of this
agreement and are not intended to interpret, define, or limit the scope,
extent or intent of this Agreement or any provision hereof;
(e) The singular of any term includes the plural, and vice versa, the use
of any terms equally applicable to any gender and where applicable a body
corporate; the word "or" is not excessive and the word "including" is not
limiting, whether or not non-limiting language, such as "without limitation" or
"but not limited" to or words of similar import, is used with reference thereto;
(f) Any accounting term not otherwise defined has the meanings assigned
to it in accordance with generally accepted accounting principals applicable
to the United States of America;
(g) Any reference to a statute includes and is a reference to that
statute and to the regulations made pursuant thereto, with all amendments made
thereto and in force from time to time, and to any statute or regulations that
may be passed which has the effect of supplementing or superceding that statute
or regulations;
(h) Where any representation or warranty is made to the knowledge of any
Person, such Person will not be liable for a misrepresentation or breach of
warranty by reason of the fact, state of facts, or circumstances in respect of
which the representation or warranty is given being untrue if such Person
proves:
i. that such Person conducted a reasonable investigation so as to
provide reasonable grounds for a belief that there had been no
misrepresentation or breach of warranty; and
ii. that fact, state of facts, or circumstances could not
reasonably be expected to have been determined as a result of that reasonable
investigation, irrespective of the actual investigation conducted by such
Person.
(i) Except as otherwise provided, any dollar amount referred to in this
Agreement is in U.S. funds; and
(j) Any other term defined within the text of this Agreement has the
meanings so ascribed.
1.3 The following are the Schedules to this Agreement:
SCHEDULE DESCRIPTION
A Amended and Restated
Escrow Agreement
B Closing Warranty and
Certificate of Synergy
C Authorized and Issued
Capital of Carbon
D Closing Warranty and
Certificate of Laxarco
E Closing Warranty and
Certificate of Carbon
2.0 SHARE EXCHANGE
2.1 Subject to the terms and conditions hereof and the requisite
Shareholder Approvals, as at the Effective Date, the parties shall
exchange the Synergy Shares for the Carbon Shares.
2.2 The Synergy Shares shall be held in escrow in the manner required
by the Escrow Agreement, which shall simultaneously herewith be
amended, and restated in the form provided in Schedule "A" hereto,
to provide for the inclusion of the Synergy Shares and the Business
Assets.
3.0 TRANSFER OF ASSETS
3.1 The parties hereto acknowledge that Carbon acquired the Business
Assets by way of the First Share Exchange Agreement and wish to
agree that the rights in and to the Business Assets be transferred to
a company ("NewCo") to be organized by Synergy as its wholly-
owned subsidiary.
3.2 Upon the execution of this Agreement and the incorporation of
NewCo, the rights to the Business Assets shall be transferred into
the name of NewCo subject only to NewCo's agreement to be
bound by the portions of the prior written and executed agreements
of Synergy, Laxarco and Carbon that relate to or effect the
Business Assets, and the provisions of the Escrow Agreement.
4.0 CLOSING
4.1 The completion of the Share Exchange will take place at the
Effective Date at such place as each of the parties to this
Agreement may agree to (the "Closing").
4.2 The Effective Date shall occur no later than ninety (90) days from
the date of execution of this Agreement, and this Agreement shall
be voidable thereafter at the option of Synergy or Laxarco upon
thirty (30) days notice in writing to the parties hereto, such
election not to be unreasonably exercised.
4.3 In the event that this Agreement is terminated pursuant to Section
4.2 above, and either Laxarco or Synergy has not used its best
efforts to complete the transactions contemplated by this
Agreement, then notwithstanding any other provision of this
Agreement:
(a) if Synergy failed to use its best efforts, Synergy shall be
liable for and shall pay all costs and expenses incurred by Laxarco
and Synergy in connection with this Agreement; and
(b) if Laxarco failed to use its best efforts, Laxarco will be
liable for and shall pay all costs and expenses.
5.0 TRANSACTION EXPENSES
5.1 Except as provided in Section 4.3, each party to this Agreement
shall bear all costs and expenses incurred by it in negotiating and
preparing this Agreement and in closing and carrying out the
transactions contemplated by this Agreement. Unless otherwise
expressly provided herein, all costs and expenses related to
satisfying any condition or fulfilling any covenant contained in this
Agreement shall be borne by the party whose responsibility it is to
satisfy the condition or fulfil the covenant in question.
6.0 APPROVALS
6.1 The obligations of the parties to complete the Share Exchange shall
be subject to the following:
(a) the passing of the required resolutions by the shareholders of
Synergy contemplated by Section 9.2 (b) at the Shareholders
Meeting (the "Synergy Approvals");
(b) the passing of the resolutions by the shareholders of Laxarco
authorizing Laxarco to enter into this Agreement and complete the
transactions contemplated hereby (the "Laxarco Resolutions");
6.2 Synergy, Laxarco, and Carbon shall use their best and reasonable
efforts to obtain the approvals required pursuant to Section 6.1
prior to the Closing.
7.0 SYNERGY WARRANTIES AND REPRESENTATIONS
7.1 Synergy warrants and represents to the parties to this Agreement,
with the intent that the parties to this Agreement will rely thereon
in entering into this Agreement and in concluding the Share Exchange
contemplated herein that:
(a) the Synergy Shares, at Closing, shall be free and clear of all
liens and encumbrances;
(b) Synergy is a company duly incorporated, validly existing and
presently in good standing under the laws Synergy is the registered
holder and beneficial owner of the State of Colorado and has the
power, authority and capacity to enter into this Agreement and to
carry out its terms;
(c) the execution and delivery of this Agreement and the completion
of the transactions contemplated hereby has been duly and validly
authorized by all necessary corporate action on the part of
Synergy, and this Agreement constitutes a legal, valid and binding
obligation of Synergy in accordance with its terms except as
limited by laws of general application affecting the rights of
creditors;
(d) upon completion of the Share Exchange, Laxarco shall be the
beneficial and registered holder of Synergy's Shares as fully paid
and non-assessable, free and clear of all liens, charges and
encumbrances and restrictions on transfer save and except those
prescribed in the Escrow Agreement and those which may be
imposed by the regulatory authorities or under applicable securities
law;
(e) Synergy has all corporate power and authority to carry on its
business as presently carried on;
(f) the minute books and corporate records of Synergy contain a
true and complete record of all resolutions of the directors and
shareholders and all records required to be maintained under the
Colorado Revised Statutes;
(g) all alterations to the Articles of Incorporation of Synergy since
its incorporation have been duly approved by the shareholders of
Synergy and registered with the Registrar of Companies for the
State of Colorado;
(h) Synergy is not in breach of any statute, regulation or bylaw
applicable to Synergy or its operations;
(i) the making of this Agreement and the completion of the
transactions contemplated hereby and the performance of and
compliance with the terms hereof, does not conflict with or result
in the breach of or the acceleration of any indebtedness under, any
terms, provisions or conditions of, or constitute default under the
Articles of Incorporation of Synergy or any indenture, mortgage,
deed of trust, agreement, lease, franchise, certificate, consent,
permit, licence, authority or other instrument to which Synergy is a
party or is bound or any judgement, decree, order, rule or
regulation of any court or administrative body by which Synergy is
bound, or, of any statute or regulation applicable to Synergy.
8.0 LAXARCO'S WARRANTIES AND REPRESENTATIONS
8.1 Laxarco warrants and represents to Synergy, with the intent that
Synergy will rely thereon in entering into this Agreement and in
concluding the Share Exchange that:
(a) Laxarco is the registered holder arid beneficial owner of the
Carbon Shares, free and clear of all liens, and Laxarco has no other
interest, legal or beneficial, direct or indirect, in any other
shares in the capital of Carbon, or in the business or the business
assets.
(b) Laxarco has the power and capacity and good and sufficient
right and authority to enter into this Agreement on the terms and
conditions herein set forth and to transfer the legal and beneficial
title and ownership of Carbon Shares to Synergy;
(c) Laxarco is a corporation duly incorporated, validly existing and
in good standing under the laws of the Republic of Cyprus;
(d) All alterations, if any, to the Articles and Bylaws of Laxarco
since its incorporation have been duly approved by the shareholders
of Laxarco and registered with the governmental authority having
jurisdiction;
(e) Laxarco has the power, authority and capacity to carry on the
business as presently conducted by it;
(f) the making of this Agreement and the completion of the
transactions contemplated hereby and the performance of and
compliance with the terms hereof does not conflict with or result in
the breach of or the acceleration of any indebtedness under, any
terms, provisions or conditions Oft or constitute default under the
Articles or By-Laws of Laxarco or any indenture, mortgage, deed
of trust, agreement, lease, franchise, certificate, consent, permit,
licence, authority or other instrument to which Laxarco is a party or
is bound or any judgement, decree, order, rule, or regulation of any
court of administrative body by which Laxarco is bound, or, to the
knowledge of any statute or regulation applicable to Laxarco;
(G) all material transactions of Laxarco have been promptly and
properly recorded or filed in or with its respective books and
records, and the minute book of Laxarco contains all records
required to be kept pursuant to applicable legislation pertaining to
corporations in Laxarco' s jurisdiction of incorporation;
8.2 Carbon represents and warrants to Synergy, with intent that Synergy will
rely thereon in entering into this Agreement and concluding the Share
Exchange, that:
(a) Carbon has the power, authority and capacity to own and use
all of the Business Assets;
(b) Carbon owns and possesses and has good and marketable title
to and possession of all the business assets free and clear of liens
free and clear of liens, encumbrances, adversarial claims, litigation,
threatened litigation, violations of patents or other intellectual
property claims;
(c) Carbon has no contract, agreement, undertaking, or
arrangement, whether oral, written or implied, and does not have
any outstanding agreement, contract or commitment (whether
written or oral) whatsoever relating to or affecting the conduct of
the business or any of the Business Assets or for the purchase, sale
or lease of any of the Business Assets;
(d) Carbon:
(i) is not in breach of any of the terms, covenants,
conditions, or provisions of, is not in default under, or has
done or omitted to do anything which, with the giving of
notice or lapse of time or both, would constitute a breach of
or a default under, any contract;
(ii) is not in breach or default under any judgement
injunction, or other order or aware of any judicial,
administration, governmental, or other authority or
arbitrator by which Laxarco is bound or to which Laxarco
or any business assets are subject;
(iii) has conducted the business in the usual and normal
manner and has maintained the business assets in good
standing; and
(iv) has not waived or surrendered any right of material
value.
9.0 COVENANTS OF THE PARTIES
9.1 Between the date of this Agreement and the Effective Date,
Laxarco:
(a) will cause Laxarco to afford to Synergy and its authorized
representatives access during normal business hours to all books,
contracts, commitments, records of Carbon and will furnish such
copies (certified if requested) thereof and other information as
Synergy may reasonably request and will take such steps as may be
necessary to permit Synergy and its authorized representatives to
make such audit of the books of account of Carbon and such
physical verification of the Business Assets as Synergy may
reasonably see fit;
(b) will diligently take all reasonable steps to obtain prior to the
Effective Date, all consents and approvals required to complete the
transactions contemplated herein in accordance with the terms and
conditions hereof including any consents, waivers, and approvals as
requested by Synergy or Synergy's solicitor;
(c) will do any and all things reasonably necessary and use their best
efforts assist and fully cooperate with Synergy in its effort to
obtain the approvals within the time limited hereunder;
(d) will not take any action nor inaction that could or will cause
Carbon to be unable to conduct its business and affairs diligently
and in the ordinary course, and preserve and maintain the goodwill
of Carbon, the Business Assets and the business of Carbon; and
9.2 Between the date of this Agreement and the Effective Date,
Synergy will:
(a) afford to Laxarco and its authorized representatives access
during normal business hours to all books contracts, commitments,
records of Synergy and will furnish such copies (certified if
requested) thereof and other information as Laxarco may
reasonably request, and will take such steps as may be necessary to
permit Synergy and its authorized representatives to make such
audit of the books of account of Synergy and such physical
verification of the assets of Synergy as Laxarco may reasonably see
fit;
(b) if required, call a general meeting of its shareholders to be held
as soon as practicable after execution hereof to consider and, if
thought fit, approve resolutions respecting the following matters
together with such amendments as Laxarco may specify prior to the
date notice of such meeting is mailed to Synergy's shareholders:
(i) approval of the Share exchange; and
(ii) such other matters pertaining to the transactions
contemplated herein as may be reasonably requested by
Synergy or Laxarco, the form of proxy materials for the
meeting to be completed to the satisfaction of Laxarco, as
advised by Synergy;
(c) deliver written confirmation of each of the foregoing, if any, to
Laxarco; and
(d) attend to all corporate matters to carry out and implement this
Agreement as soon as possible.
9.3 Synergy and Laxarco shall each complete their own due diligence
investigations contemplated by subparagraphs 9.1(a) and 9.2(a)
herein respectively in order to satisfy themselves of the accuracy of
each other's representations and warranties hereunder, within thirty
(30) days of the date of this Agreement, and shall each deliver to
the other written confirmation of their satisfactory completion of
such investigations. Notwithstanding any such investigations, the
representations and warranties of any party hereto shall survive the
Closing Date and the Closing, and shall continue in full force and
effect.
10.0 NON-MERGER
10.1 The representations, warranties, covenants and agreements of
Laxarco contained herein and those contained in the documents and
instruments delivered pursuant hereto will be true at and as of
the Effective Date as though made at the Effective Date and will
survive the Effective Date, and notwithstanding the completion of
the transactions herein contemplated, the waiver of any condition
contained herein (unless such waiver expressly releases Laxarco
of such representation, warranty, covenant or agreement), or any
investigation by Synergy, the same will remain in full force and
effect.
10.2 The representations, warranties, covenants and agreement of
Synergy contained herein and those contained in the documents and
instruments delivered pursuant hereto will be true at and as of
the Effective Date as though made at the Effective Date and will
survive the Effective Date, and notwithstanding the completion of
the transactions herein contemplated, the waiver of any condition
contained herein (unless such waiver expressly releases Synergy
of such representation, warranty, covenant or agreement), or any
investigation by Laxarco, the same will remain in full force and
effect.
11.0 CONDITIONS PRECEDENT
11.1 The obligations of Synergy to consummate the transactions herein
contemplated are subject to the fulfillment of each of the
following conditions at the times stipulated:
(a) the representations and warranties of Laxarco contained herein
are true and correct in all respects at and as of the Effective Date
except as may be in writing disclosed to and approved by Synergy;
and
(b) all covenants, agreements and obligations hereunder on the part
of Laxarco to be performed or complied with at or prior to the
Closing, including Laxarco's obligation to deliver the documents
and instruments herein provided for, have been performed and
complied with at and as of the Effective Date.
11.2 The conditions set forth in Section 11.1 are for the exclusive
benefit of Synergy and may be waived by Synergy in writing in
whole or in part at any time.
11.3 The obligations of Laxarco to consummate the transactions herein
contemplated are subject to the fulfilment of each of the
following conditions at the times stipulated, that:
(a) the representations and warranties of Synergy contained herein
are true and correct in all material respects at and as of the
Closing except as may be in writing disclosed to and approved by
Laxarco; and
(b) all covenants, agreements and obligations hereunder on the part
of Synergy to be performed or complied with at or prior to the
Effective Date, including in particular Synergy's obligations to
deliver the documents and instruments herein provided for, have
been performed and complied with as at the Closing.
11.4 The conditions set forth in Section 11.3 are for the exclusive
benefit of Laxarco and may be waived by Laxarco in whole or in
part at any time.
12.0 TRANSACTIONS OF LAXARCO AND CARBON AT THE CLOSING
12.1 At the Closing, Laxarco shall execute and deliver or cause to be
executed and delivered to Synergy, all documents, instruments,
resolutions and share certificates as are necessary to
effectively transfer and assign the Carbon Shares to Synergy free
and clear of all liens, claims and encumbrances (other than
pursuant to applicable United States securities laws) including:
(a) share certificates representing the Laxarco Shares registered in
the name of Laxarco, duly endorsed for transfer to Synergy;
(b) the Escrow Agreement, duly executed by the Board of
Directors of Laxarco;
(c) certified copies of resolutions of the shareholders of Laxarco
authorizing the transfer of the Laxarco shares and the registration
of the Laxarco Shares in the name of Synergy and authorizing the
issue of new share certificates in the name of Synergy;
(d) duly issued share certificates registered in the name of Synergy
representing 1,250 organized shares in the capital of Carbon, the
total organized shares in the capital of Carbon being 5,000
organized shares;
(e) a Closing Warranty and Certificate of Laxarco confirming that
the conditions to be satisfied by Synergy, unless waived, set out in
Section 11.1 have been satisfied at the Closing and that all
representations and warranties of Laxarco contained in this
Agreement are true and correct at and as of the Closing in the form
attached as Schedule "D".
12.2 At the Closing, Carbon shall execute and deliver to Synergy a
Closing Warranty and Certificate of Carbon confirming that all
representations and warranties of Carbon set forth herein are
true as of the Closing, in the form attached hereto as Schedule
"E".
13.0 TRANSACTIONS OF SYNERGY AT THE CLOSING
13.1 Synergy will deliver or cause to be delivered the following at the
Closing.
(a) copies of all written Synergy Approvals;
(b) share certificates to the Escrow Agent representing the Synergy
Shares duly registered in the name of Laxarco;
(c) written confirmation of the escrow agent that the Synergy
Shares have been issued to Laxarco, and are being held by the
Escrow Agent pursuant to the terms of the Escrow Agreement.
(d) a Closing Warranty and Certificate from the Board of Directors
of Synergy confirming that the conditions to be satisfied by
Synergy, unless waived, set out in Section 11.3 have been satisfied
at the Closing and that all representations and warranties of
Synergy contained in this Agreement are true at and as of the
Closing in the form attached as Schedule "B".
(e) the Escrow Agreement duly executed by Synergy and the
Escrow Agent;
(f) copies, certified if requested, of all minutes and consent
resolutions of the Directors of Synergy authorizing Synergy to:
i. Enter into and fulfil the terms of this Agreement;
ii. Issue such number of common shares in the capital stock
of Synergy to complete the Share Exchange Agreement; and
iii. Execute and deliver the Escrow Agreement.
14.0 POST CLOSING AGREEMENTS, COVENANTS AND
OBLIGATIONS
14.1 Laxarco will indemnify and hold harmless Synergy from and
against:
(a) any and all losses, damages or deficiencies resulting from any
misrepresentation, breach of warranty or non-fulfilment of any
covenant on the part of Laxarco under this Agreement or from any
misrepresentation in or omission from any certificate or other
instrument furnished or to be furnished to Synergy hereunder; and
(b) any and all actions, suits, proceedings, demands, assessments,
judgements, costs and legal and other expenses incidental to any of
the foregoing.
14.2 Synergy will indemnify and hold harmless Laxarco and Laxarco
from and against:
(a) any and all losses, damages or deficiencies resulting from any
misrepresentation, breach of warranty or non-fulfilment of any
covenant on the part of Synergy under this Agreement or from any
misrepresentation in or omission from any certificate or other
instrument furnished or to be furnished to Laxarco and Laxarco
hereunder; and
(b) any and all actions, suits, proceedings, demands, assessments,
judgements, costs and legal and other expenses incidental to any of
the foregoing.
15.0 TIME OF THE ESSENCE
15.1 Time is of the essence of this Agreement.
16.0 FURTHER ASSURANCES
16.1 The parties will execute and deliver such further documents and
instruments and do all such acts and things as may be reasonably
necessary or requisite to carry out the full intent and meaning
of this Agreement and to effect the transactions contemplated by
this Agreement.
17.0 SUCCESSORS AND ASSIGNS
17.1 This Agreement will enure to the benefit and be binding upon the
parties hereto and their respective heirs, executors,
administrators, successors and permitted assigns. This Agreement
may not be assigned by any party hereto without the prior written
consent of all parties to this Agreement.
18.0 COUNTERPARTS
18.1 This Agreement may be executed in several counterparts, each of
which will be deemed to be an original and all of which will
together constitute one and the same instrument.
19.0 NOTICES
19.1 All notices, requests, demands and other communications required
or permitted hereunder, or desired to be given with respect to
their rights or interest herein, assigned or reserved, shall be
deemed to have been properly given or delivered, when delivered
personally or sent by registered mail or sent by electronic
communication with all postage or other charges fully prepaid,
and addressed to the parties respective as follows:
To Laxarco:
Laxarco Holding Limited
Office 000, Xxxxxxx 0,
X.X. Xxx 0000
Xxxxxxx, Xxxxxx
To Synergy:
Synergy Technologies Corporation
#2l0-2l4 11th Ave SB.
Xxxxxxx, Xxxxxxx X0X 0X0
To the Escrow Agent:
Xxxxxx & Associates
0000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000
Or such other address as any Person may specify by notice in writing to the
other.
19.2 Any notice delivered on a business day, or sent by electronic
communication on a business day, xxxx be deemed conclusively to
have been effectively given on the date notice was delivered or
transmitted.
19.3 Any notice sent by prepaid registered mail will be deemed
conclusively to have been effectively given on the tenth business
day after posting; but if at the time of posting or between the
time of posting and the tenth business day thereafter there is a
strike, lockout or other labor disturbance affecting postal
service, then the notice will not be effectively given until
actually delivered.
20.0 AGENTS
20.1 Laxarco warrants to Synergy that no agent or other intermediary
has been engaged by Laxarco in connection with the share
exchange herein contemplated; and Synergy warrants to Laxarco
that no agent or other intermediary has been engaged by Synergy
in connection with the share exchange herein contemplated.
21.0 PROPER LAW
21.1 This Agreement will be governed by and construed in accordance
with the laws of the State of Colorado and the parties will
attorn to
jurisdiction of the Courts thereof
22.0 ARBITRATION
22.1 Any dispute which may arise between the parties hereto under this
Agreement other than disputes relating to third party claims,
shall be solved by an equitable rather than a strictly legal
interpretation. In such cases. he parties will submit their
differences to three arbiters: one to be selected by Assignor,
one to be selected by Assignee, and the third to be selected by
the arbiters named by the parties hereto. In the event of a
disagreement among the arbiters, the decision will rest with
the majority. The decision of the majority
of the arbiters shall be binding upon the parties hereto without
appeal and may be entered as a judgement in any court of
competent jurisdiction. The arbiters will be relieved of all
judicial formality and may abstain from the strict rules of law
except that the panics shall have the right to engage in
discovery as if the dispute were proceeding in a court of general
jurisdiction in the State of Colorado.
22.2 Arbitration may be initiated by either Assignee or Assignor (the
"Petitioner") by written notice to the other party demanding
arbitration and naming its arbiter. The other party (the
"Respondent") shall have ten business days after receipt of said
notice within which to designate its arbiter. The third arbiter
shall be chosen by the two arbiters named by the parties within
ten business days thereafter and the arbitration shall be held at
the place hereinafter set forth ten business days after the
appointment of the third arbiter. Should the two arbiters not be
able to agree on the choice of the third, then the third arbiter
shall be chosen by the American Arbitration Association. If
Respondent does not name its arbiter within ten business days,
the Petitioner may designate the second arbiter. Arbitration
shall take place in Denver, Colorado. The Petitioner and the
Respondent each shall pay its own expenses in connection with the
Arbitration. The expense of the arbiters shall be shared
equally between the parties. Except to the extent set forth
in this Agreement, the Commercial Arbitration Rules of the
American Arbitration Association shall govern any arbitration
procedure hereunder.
IN WITNESS WHEREOF the parties hereto have set their hand and seal as of the
day and year first above written.
SIGNED, SEALED and DELIVERED
by SYNERGY TECHNOLOGIES
CORPORATION in the presence of:
SYNERGY
TECHNOLOGIES
CORPORATION
SIGNED, SEALED and DELIVERED
by LAXARCO HOLDING LIMITED
in the presence of:
LAXARCO HOLDING
LIMITED
SIGNED, SEALED and DELIVERED
by CARBON RESOURCES LIMITED
in the presence of:
/S/ Xxxxxxxxxx X. Xxxxxxxx
CARBON RESOURCES
LIMITED
