PURCHASE AGREEMENT
This Agreement is made as of the 30th day of November, 2005.
Between:
XX. XXXXXX XXXXXXX, medical doctor, and
with an office at 000 Xxxxxx Xxxxxx Xxxx, Xxxxxx, Xxxxxxx X0X 0X0
(herein called the "Vendor")
Of the First Part
And:
XXXXXX HERBS, INC.
A State of Nevada company with offices at
8655 Ease Xxx Xx Xxxxxxx, Xxxxx X-000, Xxxxxxxxxx, Xxxxxxx 00000
(herein called the "Purchaser")
Of the Second Part
WHEREAS:
The Vendor has developed a business plan and has certain industry contacts
relating to the clinical drug research and development business;
The Vendor has agreed to sell and transfer 100% of the business plan to the
Purchaser, on the terms and conditions hereinafter contained.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of ten dollars
($10) paid to Vendor, plus the representations, warranties, covenants and
agreements herein (the receipt and sufficiency of which is hereby acknowledged
by each of the parties), the parties agree as follows:
1. DEFINITIONS
1.1 "Business Plan" means the Vendors business plans and industry contacts
relating to clinical research services and drug development.
1.2 "Qualia Nevada" means a State of Nevada company incorporated by the
Purchaser for the purpose of carrying out the Business Plan. Prior to
Closing, the share structure of Qualia Nevada will consist of twenty
million (20,000,000) common shares issued to the Purchaser at a value of
$.001 per share.
2. PURCHASE AND SALE
2.1 The Vendor hereby agrees to sell, transfer and assign 100% of the
Business Plan to the purchaser at Closing, for the Purchase Price,
subject to the terms and conditions of this Agreement.
3. PURCHASE PRICE
3.1 The Purchase price shall be fifteen million (15,000,000) common shares
(the "Shares") of Qualia Nevada, seven million five hundred thousand
(7,500,000) issued to the Vendor at Closing and seven million five
hundred thousand (7,500,000) authorized at Closing and issued at the
Vendor's discretion after Closing, all at a deemed value of $.001 per
share, subject to the terms and conditions of this Agreement.
4. MANAGEMENT OF QUALIA NEVADA
4.1 The parties agree that the management of Qualia Nevada at Closing will
be:
- Xx. Xxxxxx Xxxxxxx, Presdent, President and Director
- Xxxx Xxxxxxxx, CFO and Director
The President may appoint one additional person to become a director and
officer of Qualia Nevada at some time after Closing.
5. FINANCING
5.1 Purchaser covenants and agrees to provide one million five hundred
thousand ($1,500,000) in financing for Qualia Nevada during the six
month period following Closing.
5.2 Purchaser will use best efforts to provide any additional financing for
Qualia Nevada required to implement the Business Plan. The parties
acknowledge that the timing and funding of these items may be subject to
market forces and successful initial operations.
6. CLOSING
6.1 The closing of this Purchase Agreement shall take place upon execution
of this Agreement.
7. REPRESENTATIONS AND WARRANTIES
7.1 The Vendor represents and warrants to the Purchaser that:
a) The Vendor owns 100% of the Business Plan, free and clear of
encumbrances;
b) There are no actions, suits, proceedings, judgments or executions
pending or threatened against or affecting the Vendor.
c) the execution and delivery of this Agreement and any of the
agreements referred to or contemplated herein, will not conflict
with or result in the breach of any agreement to which the Vendor is
a party.
7.2 The Purchaser represents and warrants to Vendor that:
a) Qualia Nevada is duly incorporated, organized and validly subsisting
under the laws of the State of Nevada;
b) The Purchaser has obtained board of director approval and all
corporate authorizations for the execution and performance of this
Agreement and any agreements referred to or contemplated herein;
c) The execution and delivery of this Agreement and any of the
agreements referred to or contemplated herein, will not conflict
with or result in the breach of any agreement to which it is a
party, nor violate or result in the breach of the laws of any
applicable jurisdiction.
8. GENERAL COVENANTS
8.1 Independent Advice - All parties acknowledge that they have been advised
to obtain and have obtained independent legal advice with respect to
this Agreement and that they have not relied in any way upon advice or
representations relating to this Agreement made by any other party.
8.2 Governing Law - This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.
8.3 Currency - All dollar amounts in this Agreement and Schedules are in
United States currency.
8.4 Severability - Should any provision in this Agreement be held by a court
of competent jurisdiction to be illegal, invalid or unenforceable, such
provision may be modified by such court in compliance with the law and,
as modified, enforced. All other terms and conditions of this Agreement
shall remain in full force and effect and shall be construed as if such
illegal, invalid or unenforceable provision had not been contained in
this Agreement.
8.5 Compliance with Laws and Regulations - The Vendor and Purchaser will
comply with all applicable government laws, regulations and ordinances.
8.6 Arbitration - If any difference or dispute shall arise between any of
the parties in respect to any matter in this Agreement, such dispute or
matter shall be arbitrated or submitted to arbitration under and
pursuant to the Commercial Arbitration Act of Nevada, and shall hear and
dispose of the dispute in such manner as the arbitrator, in his
discretion, shall determine. The decision of the Arbitrator shall be
rendered in writing with all reasonable speed and shall be final and
binding upon such parties involved.
8.7 Amendment/Waiver - No amendment or modification of this Agreement shall
be in effect unless set forth in writing executed by the parties'
authorized representatives. No waiver of any provision of this
Agreement shall be effective unless it is set forth in writing which
refers to the provisions so waived and the instrument in which provision
is contained and is executed by an authorized representative of the
party waiving its rights.
8.8 Counterpart Execution - This Agreement may be executed in as many
counterparts as may be necessary and each of which so signed will be
deemed to be an original and such counterparts together will constitute
one and the same instrument and notwithstanding the date of execution
will be deemed to bear the date set forth above.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
SIGNED, SEALED AND DELIVERED by )
XXXXXX HERBS, INC. )
in the presence of: )
)
) c/s
)
/s/ Xxxx Xxxxxxxx )
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Authorized Representative
SIGNED AND DELIVERED by )
XX. XXXXXX XXXXXXX )
in the presence of: )
)
)
)
/s/ Xxxxxxxxx Dermeil /s/SohailKhattak
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Witness Xx. Xxxxxx Xxxxxxx
