AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT is dated for reference November 1, 1999.
BETWEEN:
XX. XXXXXX XXX, MR. XXXX XXXXXX, XX. XXXXX
XXX, XX. XXXXXXXX XXX, XXX. XXXXXXX XXXXXX,
MR. XXXXX XXXXXX, MR. XXXXX XXXXX, XX. XXXXXX
XXXX, MS. XXXXX XXXXXX and XX. XXX XXX whose
collective address for delivery is 00000
XxXxxxx Xxxxx, Xxxxxxxx, Xxxxxxx Xxxxxxxx,
X0X 0X0;
(the "Vendors")
OF THE FIRST PART
AND:
XXXXXXXXX.XXX, INC., a corporation duly
incorporated pursuant to the laws of Nevada
with an office located at 412 - 000 Xxxx
Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0;
(the "Purchaser")
OF THE SECOND PART
W H E R E A S
A. The Vendors are the registered holders and beneficial owners
of all the issued and outstanding shares in the capital of
Xxxxxxxxx.xxx Portal Services Inc., a company incorporated
pursuant to the laws of the Canada Business Corporations Act (the
"Company"), being one hundred common shares without par value; and
B. The Purchaser has agreed to purchase and the Vendors have
agreed to sell, all right, title and interest the Vendors have in
the Company, subject to the terms of this Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration
of the mutual covenants and provisos herein contained, THE PARTIES
HERETO AGREE AS FOLLOWS:
1. VENDOR'S REPRESENTATIONS
The Vendor represents and warrants to the Purchaser
that:
(a) The issued and outstanding share capital of the Company
consists of one hundred common shares without par value
(the "Shares") which were issued as fully paid and non-
assessable. The Vendors are the registered holders and
beneficial owners of the Shares which are validly
issued and free and clear of all liens, charges and
encumbrances;
(b) The Vendors have good and sufficient right and
authority to enter into this
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Agreement on the terms and conditions herein set forth and
to transfer the legal title and beneficial ownership of the
Shares to the Purchaser;
(c) The Company is a company duly incorporated under the
laws of Canada, is a non-reporting company, and is a
valid and subsisting company in good standing in
accordance with the Canada Business Corporations Act;
(d) The Memorandum and Articles of the Company permit the
Company to carry on its present business;
(e) The performance of this Agreement will not be in
violation of the Memorandum, Bylaws or Articles of the
Company or any of Agreement to which the Vendors or the
Company are a party and will not give any person or
company any right to terminate or cancel any agreement
or any right enjoyed by the Company and will not result
in the creation or imposition of any lien, encumbrance
or restriction of any nature whatsoever in favour of a
third party upon or against the assets of the Company;
(f) The constating documents of the Company have not been
altered since the date of incorporation of the Company;
(g) No dividends or other distribution on the Shares in the
capital of the Company have been made, declared or
authorized since incorporation;
(h) The corporate records and minute books of the Company
contain complete and accurate minutes of all meetings
of the directors and shareholders of the Company held
since incorporation. The share certificate books,
register of security holders, register of transfers and
register of directors and any similar corporate records
of the Company are complete and accurate;
(i) All material transactions of the Company have been
promptly and properly recorded or filed in or with its
respective books and records;
(j) The Company has good and marketable title to the
"xxxxxxxxx.xxx" website and all assets and intellectual
property comprised therein, all of which assets are
free and clear of all liens, charges and encumbrances;
(k) The Company holds all permits, licences, registrations
and authorizations necessary to own and operate its
assets and carry on its business;
(l) The Company is not in violation of any federal,
provincial, state, municipal or other law, regulation
or order of any government or regulatory authority;
(m) There are no liabilities of any kind, contingent or
otherwise of the Company, and to the best of the
knowledge of the Vendor, there is no basis for
assertion against the Company of any liabilities of any
kind;
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(n) No payments of any kind have been made or authorized
since the date of the Company's incorporation (the
"Incorporation Date") to or on behalf of the Vendors or
under any management agreements with the Company save
and except in the ordinary course of business;
(o) Since the Incorporation Date, the Company has not
guaranteed, or agreed to guarantee, any debt, liability
or other obligation of any person, firm or corporation;
(p) All tax returns and reports of the Company required by
law to be filed prior to the date hereof have been
filed and are substantially true, complete and correct.
All taxes and other government charges, in any, have
been paid;
(q) Since the Incorporation Date, the Company has not sold,
assigned, transferred, leased or otherwise disposed of
any interest in its assets, except in the ordinary
course of business;
(r) The Vendors have no knowledge of any:
(i) actions, suits, investigations or proceedings
against the Company which are in progress, pending
or threatened before or by any federal,
provincial, state municipal or other governmental
department, commission, board, bureau or agency;
(ii) outstanding judgments of any kind against the
Company; and
(iii) occurrences or events which have, or might
reasonably be expected to have, a material adverse
effect on the Company's business or the results of
its operations.
(s) The Company does not have any contracts, agreements,
pension plans, profit sharing plans, bonus plans,
undertakings, or arrangements whether oral, written or
implied with employees, licensees, managers,
accountants, suppliers, agents, distributors, officers,
directors, lawyers or others which cannot be terminated
on not more than one month's notice;
(t) The Company is not subject to any agreement with any
labour union or employee association; and
(u) The Company has complied with all laws, rules,
regulations and orders applicable to it relating to
employment, including those relating to wages, hours,
collective bargaining, occupational health and safety,
employment standards and workers' compensation.
2. PURCHASER'S REPRESENTATIONS
The Purchaser represents and warrants to the Vendors that the
Purchaser has the full right, authority and capacity to enter into
this Agreement without first obtaining the consent of any other
person or body
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corporate and the consummation of the transaction
herein contemplated will not conflict with or result in any breach
of any covenants or agreements contained in, or constitute a
default under, or result in the creation of any encumbrance under
the provisions of any shareholders' or directors' resolution,
indenture, agreement or other instrument whatsoever to which the
Purchaser is a party or by which it is bound or to which it is
subject.
3. EFFECT OF REPRESENTATIONS
3.1 The representations and warranties of the Vendors and the
Purchaser (the "Parties") set out above form a part of this
Agreement and are conditions upon which the Parties have relied in
entering into this Agreement and shall survive the acquisition of
the Shares by the Purchaser.
3.2 The Parties will indemnify and save each other harmless from
all loss, damage, costs, actions and suits arising out of or in
connection with any breach of any representation, warranty,
covenant, agreement or condition made by it and contained in this
Agreement.
4. SALE OF SHARES
4.1 The Vendors hereby sell, grant and devise to the Purchaser a
100% undivided right, title and interest in and to the Shares in
consideration of the Purchaser issuing 17,240,000 shares of common
stock to the Vendors at a deemed price of $0.001 per share (the
"Purchaser Shares") as follows:
Name of Vendor Number of Purchaser Shares
-------------- --------------------------
Xxxxxx Xxx 5,410,000
Xxxx Xxxxxx 5,410,000
Xxxxx Xxx 890,000
Xxx Xxx 890,000
Xxxxxxxx Xxx 890,000
Xxxxxxx Xxxxxx 890,000
Xxxxx Xxxxxx 890,000
Xxxxx Xxxxxx 890,000
Xxxxx Xxxxx 540,000
Xxxxxx Xxxx 540,000
4.2 In further consideration of the purchase of the Shares, the
Purchaser:
(a) Hereby grants to certain of the Vendors the right to
subscribe for 1,400,000 shares in the common stock of
the Purchaser at a price of US$0.001 per share as
follows:
Name of Vendor Number of Purchaser Shares
-------------- --------------------------
Xxxxxx Xxx 500,000
Xxxx Xxxxxx 500,000
Xxxxx Xxxxx 200,000
Xxxxxx Xxxx 200,000;
and
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(b) shall appoint Xxxxxx Xxx and Xxxx Xxxxxx as directors
of the Purchaser.
5. CLOSING
The sale and purchase of the Shares shall be closed at the
office of the Purchaser at 10:00 A.M. (Vancouver time) on November
5, 1999, or on such other date or at such other place as may be
agreed upon by the Parties (the "Closing").
6. CONDITIONS PRECEDENT TO CLOSING
6.1 The obligation of the Purchaser to complete the purchase of
the Shares shall be subject to the Vendor providing the Purchaser
with the following on or before Closing:
(a) A certified copy of resolutions of the Directors of the
Company authorizing the transfer of the Shares from the
Vendors to the Purchaser, the registration of the
Shares in the name of the Purchaser and the issuance of
a share certificate in the name of the Purchaser;
(b) Share certificates representing the Shares issued in
the name of the Vendors accompanied by a duly executed
Irrevocable Power of Attorney to transfer such share;
(c) A share certificate registered in the name of the
Purchaser, signed by the President of the Company,
representing the Shares; and
(d) The corporate seal and minute books of the Company.
6.2 The conditions precedent set forth in subparagraph 6.1 are
for the exclusive benefit of the Purchaser and may be waived by
the Purchaser in writing, in whole or in part, on or before
Closing. Any such waiver by the Purchaser shall not prejudice or
affect the rights of the Purchaser in respect of the warranties
and representations of the Vendor set forth in paragraph 1 of this
Agreement which shall survive Closing.
6.3 The obligation of the Vendors to complete the sale of the
Shares shall be subject to the Purchaser providing the Vendors
with the following on or before Closing:
(a) A certified copy of resolutions of the Director of the
Purchaser authorizing the issuance of the Purchaser
Shares to the Vendors in accordance with paragraph 4.1
hereof and appointing Xxxxxx Xxx and Xxxx Xxxxxx as
directors of the Purchaser; and
(b) Share certificates representing the Purchaser Shares
issued in the name of the Vendors.
6.4 The conditions precedent set forth in subparagraph 6.3 are
for the exclusive benefit of the Vendors and may be waived by the
Vendors in writing, in whole or in part, on or before Closing.
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Any such waiver by the Vendors shall not prejudice or affect the
rights of the Vendors in respect of the warranties and
representations of the Purchaser set forth in paragraph 2 of this
Agreement which shall survive Closing.
6.5 It is mutually understood and agreed by and between the
Parties that the terms of this Agreement will be subject to all of
the representations and warranties of the Vendors and Purchaser
made in or pursuant to this Agreement being true and correct in
all material respects at Closing and with the same effect as if
made at and as Closing.
7. FURTHER ASSURANCES
The Parties hereto covenant and agree to do such further acts
and execute and deliver all such further deeds and documents as
shall be reasonably required in order to fully perform and carry
out the terms and intent of this Agreement.
8. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement to date
between the Parties hereto and supersedes every previous
agreement, communication, expectation, negotiation, representation
or understanding, whether oral or written, express or implied,
statutory or otherwise, between the Parties with respect to the
subject of this Agreement.
9. NOTICE
9.1 Any notice required to be given under this Agreement shall be
deemed to be well and sufficiently given if delivered, in the case
of the Vendors addressed as follows:
Xxxxxxxxx.xxx Portal Services Inc.
00000 XxXxxxx Xxxxx
Xxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0;
and in the case of the Purchaser addressed as follows:
Xxxxxxxxx.xxx, Inc.
412 - 000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
and any notice given as aforesaid shall be deemed to have been
given, when delivered.
9.2 Either party may time to time by notice in writing change its
address for the purpose of this section.
10. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
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11. TITLES
The titles to the respective sections hereof shall not be
deemed a part of this Agreement but shall be regarded as having
been used for convenience only.
12. SEVERABILITY
If any one or more of the provisions contained herein should
be invalid, illegal or unenforceable in any respect in any
jurisdictions, the validity, legality and enforceability of such
provisions shall not in any way be affected or impaired thereby in
any other jurisdiction and the validity, legality and
enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.
13. APPLICABLE LAW
The situs of the Agreement is Vancouver, British Columbia,
and for all purposes this Agreement will be governed exclusively
by and construed and enforced in accordance with laws prevailing
in the Province of British Columbia. The Parties agree to attorn
to the jurisdiction of the Courts of the Province of British
Columbia.
14. ENUREMENT
This Agreement shall enure to the benefit of and be binding
upon the Parties hereto and their respective successors and
permitted assigns.
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IN WITNESS WHEREOF this Agreement has been executed as of the
day and year first above written.
/s/ Xxxxxx Xxx /s/ Xxxx Xxxxxx
------------------------ --------------------------
Xxxxxx Xxx Xxxx Xxxxxx
/s/ Xxxxx Xxx /s/ Xxxxxxxx Xxx
------------------------ --------------------------
Xxxxx Xxx Xxxxxxxx Xxx
/s/ Xxxxxxx Xxxxxx /s/ Xxxxx Xxxxxx
------------------------ --------------------------
Xxxx Xxxxxx Xxxxx Xxxxxx
/s/ Xxxxx Xxxxx /s/ Xxxxxx Xxxx
------------------------ --------------------------
Xxxxx Xxxxx Xxxxxx Xxxx
/s/ Xxx Xxx /s/ Xxxxx Xxxxxx
------------------------ --------------------------
Xxx Xxx Xxxxx Xxxxxx
THE COMMON SEAL of )
XXXXXXXXX.XXX, INC. )
was hereunto affixed in )
the presence of: ) C/S
)
Xxxx Xxxxx )
------------------------- )
