EXHIBIT 10.3
PURCHASE AGREEMENT
This Agreement is made as of the 20th day of April, 1998 by and among
Wolf Industries, Inc., a Nevada corporation (hereinafter referred to as
"Wolf"), and Gorda Technology Holdings Limited, a Turks and Cacios Islands
corporation (hereinafter referred to as "Gorda").
Now, therefore, for and in consideration of the mutual covenants and
agreements hereinafter set forth and the mutual benefits to the parties to
be derived here from, it is hereby agreed as follows:
ARTICLE 1
REPRESENTATIONS, COVENANTS AND WARRANTIES OF WOLF
As an inducement to, and to obtain the reliance of Gorda, Wolf
represents and warrants as follows:
1.1 ORGANIZATION, GOOD STANDING, POWER, ETC. Wolf (i) is a
corporation duly organized, validly existing and in good standing under the
law of the State of Nevada; (ii) is qualified or authorized to do business
as foreign corporations and are in good standing in all jurisdictions in
which qualification or authorization may be required; and (iii) has all
requisite corporate power and authority, licenses and permits to own or
lease and operate their properties and carry on their business as presently
being conducted and to execute, deliver and perform this Agreement and
consummate the transactions contemplated hereby.
1.2 SUBSIDIARIES. Wolf has one wholly owned subsidiary, 714674
Alberta, Ltd., an Alberta corporation doing business as Calgary Chemical
(Calgary Chemical) of which there are 429,399 shares of common stock
outstanding.
1.3 AUTHORIZATION OF AGREEMENT. This Agreement has been or will be
at Closing duly and validly authorized, executed and delivered by Wolf.
ARTICLE 2
REPRESENTATIONS, COVENANTS AND WARRANTIES OF GORDA
As an inducement to, and to obtain the reliance of Wolf, Gorda
represents and warrants as follows:
2.1 ORGANIZATION, GOOD STANDING, POWER, ETC. Gorda (i) is a
corporation duly organized, validly existing and in good standing under the
laws of the Turks and Cacios Islands and (ii) has all requisite corporate
power and authority, licenses, permits and franchises to own or lease and
operate its properties and carry on its business as presently being
conducted and to execute, deliver and perform this Agreement and consummate
the transactions contemplated hereby.
Page 1 of 5
2.2 AUTHORIZATION OF AGREEMENT. This Agreement has been or will be
at Closing duly and validly authorized, executed and delivered by Gorda.
ARTICLE 3
PURCHASE OF CALGARY CHEMICAL
3.1 THE EXCHANGE. All of the issued and outstanding shares of common
stock of Calgary Chemical shall be sold, transferred and conveyed to Gorda
as follows:
(a) All shares of Calgary Chemical outstanding on the Closing
Date shall be endorsed for transfer to Gorda at Closing and shall be
fully paid, and non-assessable and shall not be liable to any further
call, nor shall Gorda be liable for any further payments with respect
thereto.
(b) At Closing Wolf shall deliver to Gorda a Resolution of the
Board of Directors of Wolf forgiving the inter company debt of Calgary
Chemical to Wolf in the amount of $82,289.00CN.
(c) At the Closing Gorda shall deliver to Wolf as the Purchase
Price of the Calgary Chemical common stock, an Instrument certifying
that Gorda shall pay to Wolf fifteen percent of Calgary Chemical after
tax profit (as determined by generally accepted accounting principals)
for the fiscal year ended December 31, 1998 payable on or before March
31, 1999 and completion of an audit of the financial statements of
Calgary Chemical for such period.
(d) At Closing Gorda shall also deliver to Wolf an Indemnity
Agreement whereby Gorda shall indemnify and hold Wolf harmless from
any and all liability arising from the debt guarantees of Calgary
Chemical.
(e) As additional consideration for the common stock of Calgary
Chemical, Gorda agrees to hire Xxxxx Xxxxx as the President and Chief
Executive Officer of Calgary Chemical on terms mutually acceptable to
Gorda and Xx. Xxxxx.
3.2 CLOSING. The Closing of the transactions contemplated by this
Agreement shall take place on such date as may be agreed upon by the
parties, but no later than June 30 1998 (herein called the "Closing Date"),
at the offices of Calgary Chemical, 0000 0xx Xxxxxx, Xxxxxxx, Xxxxxxx X0X
0X0 or such other time and location as the parties may mutually agree.
3.3 CLOSING EVENTS. At the Closing, each of the respective parties
hereto shall execute, acknowledge, and deliver (or shall cause to be
executed, acknowledged, and delivered) any agreements, resolutions, or
other instruments required by this Agreement to be so delivered at or prior
to the Closing, together with such other items as may be reasonably
requested by the parties hereto and their respective legal counsel in order
to effectuate or evidence the transactions contemplated hereby.
Page 2 of 5
ARTICLE 4
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARTIES
4.1 GORDA'S CLOSING CONDITIONS. The obligations of Gorda hereunder
are subject to fulfillment prior to or at the Closing of each of the
following conditions:
(a) CLOSING DATE. The transactions contemplated by this
Agreement shall be closed on or before June 30, 1998.
(b) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Wolf made pursuant to Article 1.1 above, shall be true
and accurate in all material respects as of the Closing Date.
(c) PERFORMANCE. Wolf shall have performed and complied with
all agreements and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.
(d) NO ADVERSE CHANGES. There shall not have been, since the
date of the latest audited financial statements of Wolf, any
materially adverse change in Calgary Chemical's financial condition,
assets, liabilities or business.
(e) APPROVAL OF THE SHAREHOLDERS. On or before the Closing
Date, the Shareholders of Wolf shall have approved the sale of Calgary
Chemical to Gorda on the terms and conditions set forth herein.
4.2 WOLF'S CLOSING CONDITIONS. The obligations of Wolf hereunder are
subject to fulfillment prior to or at the Closing of each of the following
conditions:
(a) CLOSING DATE. The transactions contemplated by this
Agreement shall be closed on or before June 30, 1998
(b) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Gorda made pursuant to Section 2.2 above, shall be true
and accurate in all material respects as of the Closing Date.
(c) PERFORMANCE. Gorda shall have performed and complied with
all agreements and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.
(d) APPROVAL OF THE SHAREHOLDERS. On or before the Closing
Date, the Shareholders of Wolf shall have approved the sale of Calgary
Chemical to Gorda on the terms and conditions set forth herein.
(e) RELEASE OF THE AGREEMENT OF ENGAGEMENT WITH XXXXX XXXXX. On
or before the Closing Date, Gorda will have executed an Employment
Agreement with Xxxxx Xxxxx as President and Chief Executive Officer of
Calgary Chemical and Wolf will have received from Xx. Xxxxx a
resignation as President, Chief Executive Officer, Secretary and
Director of Wolf as well as the surrender of Xx. Xxxxx'x options to
acquire 700,000 shares of Wolf common stock.
Page 3 of 5
ARTICLE 5
MISCELLANEOUS
5.1 EXPENSES AND FURTHER ASSURANCES. The parties hereto shall each
bear their respective costs and expenses incurred in connection with the
transactions contemplated by this Agreement. Each party hereto will use
its best efforts provide any and all additional information, execute and
deliver any and all documents or other written material and perform any and
all acts necessary to carry-out the intent of this Agreement.
5.2 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. All of
the representations, warranties and covenants made as of the date of this
Agreement and as of Closing, shall survive the closing of this transaction.
5.3 SUCCESSORS AND ASSIGNS. All representations, warranties,
covenants and agreements in this Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,
representatives, successors and assigns whether so expressed or not.
5.4 GOVERNING LAW. This Agreement is to be governed by and
interpreted under the laws of the State of the Province of Alberta without
giving effect to the principles of conflicts of laws thereof and the
parties agree that venue and jurisdiction shall vest in the courts of
Alberta.
5.5 SECTION AND OTHER HEADINGS. The section and other headings
herein contained are for convenience only and shall not be construed as
part of this Agreement.
5.6 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and each counterpart shall constitute an original instrument,
but all such separate counterparts shall constitute but one and the same
instrument.
5.7 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto and supersedes all prior agreements,
understandings and arrangements, oral or written, between the parties
hereto with respect to the subject matter hereof. This Agreement may not
be amended or modified, except by a written agreement signed by all parties
hereto.
5.8 SEVERABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffectual to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining
terms and provisions of this Agreement or affecting the validity or
enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction.
Page 4 of 5
5.9 CONFIDENTIALITY. Each party hereto agrees with the other parties
that, unless and until this Agreement has been consummated, or for a period
of one (1) year from the date of this Agreement if the transaction
contemplated by this Agreement is not consummated it and its
representatives will hold in strict confidence all data and information
obtained with respect to the other party from any representative, Officer,
Director or employee, or from any books or records or from personal
inspection, of such other party, and shall not use such data or information
or disclose the same to others, except: (i) to the extent such data or
information has theretofore been publicly disclosed, is a matter of public
knowledge or is required by law to be publicly disclosed; and (ii) to the
extent that such data or information must be used or disclosed in order to
consummate the transactions contemplated by this Agreement.
5.10 INDEMNIFICATION. The Parties agree to indemnify and hold
harmless each other for any liability arising from this Agreement or
reliance upon the Representations and Warranties of the other after
Closing.
IN WITNESS WHEREOF, the corporate parties hereto have caused this
Agreement to be executed by their respective Officers, hereunto duly
authorized, as of the date first above written.
Wolf Industries, Inc. Gorda Technology Holdings Limited.
By: /s/ XXXXXXX XXXXXX By: /s/ XXXX XXXXXX
------------------------- ------------------------------
Xxxxxxx XxXxxx, President Xxxx Xxxxxx, President
Page 5 of 5
