EXHIBIT 3
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, made and entered into as of March 26, 1999,
by and among VOXCOM HOLDINGS, INC., a Nevada corporation (hereinafter referred
to as the "Seller" or the "Company"), MAXpc TECHNOLOGIES, INC., a wholly owned
subsidiary of Seller ("MAX") and Jasper Resources Ltd. (hereinafter referred to
as the "Buyer").
W I T N E S S E T H:
WHEREAS, the Seller is a corporation engaged in the manufacture and sale of
computer add-on equipment; and
WHEREAS, the Seller desires to sell 4,000,000 shares of its Common Stock,
par value ($0.0001) (the "Shares") to Buyer and Buyer desires to purchase the
Shares on the terms and subject to the conditions set forth herein;
NOW THEREFORE, in consideration of the premises and the mutual covenants
set forth below and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, and intending to be legally bound,
the parties hereto do hereby agree as follows:
I.
PURCHASE AND SALE OF SHARES
SECTION 1.01 Purchase and Sale of Shares. Subject to the terms and
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conditions set forth herein, effective the date on which all transactions
described herein are completed and closed (the "Closing Date") Seller shall
issue and sell to the Buyer, and the Buyer shall purchase from Seller the
Shares. Seller shall transfer all of its right, title, and interest in and to
the Shares being issued by it to Buyer free and clear of any lien, security
interest, or other encumbrance of any nature and free of any claim by any person
or entity to or against the Shares.
SECTION 1.02 Purchase Price. (a) The purchase price of the Shares
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(hereinafter referred to as the "Purchase Price") shall be the sum of
$8,660,000, payable in cash at the Closing pursuant to the Joint Escrow
Instructions attached hereto as Exhibit D.
II.
REPRESENTATIONS AND WARRANTIES OF THE SELLER
PART A. The Seller hereby represents and warrants to, and agrees with, the
Buyer as follows, which representations and warranties are joined in by MAX:
SECTION 2.01 Organization; Qualification. The Company is a corporation
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duly organized and validly existing under the laws of the State of Nevada and is
in good standing under such laws. The Company has all requisite corporate power
and authority to own, lease and operate its properties and assets, and to carry
on its business as presently conducted. The Company is qualified to do business
as a foreign corporation in each jurisdiction in which the ownership of its
property or the nature of its business requires such qualification, except where
failure to so qualify would not have a material adverse effect on the Company.
SECTION 2.02 Capitalization. The authorized capital stock of the Company
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consists of (i) 25,000,000 nonassessable shares of Common Stock, $0.0001 par
value per share, of which approximately 7,800,000 are issued and (ii) 50,000,000
shares of Preferred Stock, $0.0001 par value per share, including (x) 80,000
shares of Series A, having an issue price of $800,000, all of which are
outstanding and (y) 350,000 shares of Series B, 316,000 of which are outstanding
as of the date hereof and will be converted into 3,000,000 shares of Common
Stock as of the Closing Date. All issued and outstanding shares of Company
stock have been duly authorized and validly issued and are fully paid and
nonassessable. The Company has sufficient authorized and unissued shares of
Common Stock as may be reasonably necessary to effect the conversion of the
Series B Preferred Stock and issue the Shares hereby. The Company has reserved
a total of 15,491,601 shares of common stock for issuance upon exercise of
outstanding Class A Warrants (4,839,101 shares at a $4.00 exercise price per
share), Class B Warrants (160,835 shares at a $20.00 exercise price per share)
warrants and options issued to employees and others to purchase 3,491,665
shares, 3,000,000 shares reserved for issuance upon exercise of Series B
Preferred Stock and 4,000,000 shares contemplated by this Agreement. Based upon
the foregoing, following the Closing, there will be issued and outstanding
23,297,000 shares of Common Stock on a fully diluted basis (assuming exercise
and conversion of all derivative securities, regardless of exercise or
conversion price), of which Buyer will own 7,000,000 shares (30%) on a fully
diluted basis.
SECTION 2.03 Authorization. The Company has all requisite corporate right,
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power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. All corporate action on the part of the
Company, its directors and stockholders necessary for (i) the authorization,
execution and delivery and performance of this Agreement by the Company, (ii)
the authorization, sale, issuance and delivery of the Shares by the Company and
(iii) the performance of the Company's obligations hereunder has been taken.
This Agreement has been duly executed and delivered by the Company and
constitutes a legal, valid and binding obligation of the Company enforceable in
accordance with its terms, subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief or other equitable remedies, and to
limitations of public policy as they may apply to the indemnification provisions
set forth in this Agreement. Upon issuance and delivery pursuant to this
Agreement, the Shares will be validly issued, fully paid and nonassessable and
will be free of any liens or encumbrances except for those imposed by or on
behalf of the Buyer, its creditors or agents.
SECTION 2.04 No Conflict. The execution and delivery of this Agreement do
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not, and the consummation of the transactions contemplated hereby will not,
conflict with, or result in any violation of, or default (with or without notice
or lapse of time, or both), or give rise to a right of termination, cancellation
or acceleration of any obligation or to a loss of a material benefit, under, any
provision of the Articles of Incorporation, and any amendments thereto, Bylaws,
and any amendments
thereto of the Company or any material mortgage, indenture, lease or other
agreement or instrument, permit, concession, franchise, license, judgment,
order, decree statute, law, ordinance, rule or regulation applicable to the
Company, its properties or assets.
SECTION 2.05 Full Disclosure. There is no fact known to the Company (other
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than general economic conditions known to the public generally) that has not
been publicly disclosed by the Company or disclosed in writing to the Purchaser
which could reasonably be expected to have a material adverse effect on the
condition (financial or otherwise) or in the earnings, business affairs,
properties or assets of the Company, or (ii) could reasonably be expected to
materially and adversely affect the ability of the Company to perform its
obligations pursuant to this Agreement. The Company has registered its Common
Stock pursuant to Section 12 of the Securities Exchange Act of 1934 (the "1934
Act") and the Common Stock is listed and traded on the Nasdaq OTC Bulletin Board
Market. The Company has received no notice, either oral or written, with
respect to the continued eligibility of the Common Stock for such listing, and
the Company has maintained all requirements for the continuation of such
listing.
SECTION 2.06 Governmental Consent, etc. No consent, approval or
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authorization of or designation, declaration or filing with any governmental
authority on the part of the Company is required in connection with the valid
execution and delivery of this Agreement, or the offer, sale or issuance of the
Shares, or the consummation of any other transaction contemplated hereby.
SECTION 2.07 SEC Reports. Since January 1, 1998, the Company has filed all
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required forms, reports and documents with the SEC ("SEC Reports") required to
be filed by it pursuant to the federal securities laws and the SEC rules and
regulations thereunder, all of which have complied in all material respects with
all applicable requirements of the Securities Act of 1933 (the "1933 Act") and
the 1934 Act, and the rules and interpretive releases promulgated thereunder.
None of such SEC Reports, including without limitation any financial statements,
notes, or schedules included therein, at the time filed, contained nor contain,
any untrue statement of a material fact, or omitted or omit to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. Each of the consolidated balance sheets in or incorporated by
reference into the SEC Reports fairly presents the financial position of the
entity or entities to which it relates as of its date, and each of the related
consolidated statements of operations and retained earnings and cash flows or
equivalent statements in the SEC Reports (including any related notes and
schedules) fairly presents the results of operations, retained earnings and cash
flows, as the case may be, of the entity or entities to which it relates for the
period set forth therein (subject in the case of unaudited interim statements,
to normal year-end audit adjustments) in each case in accordance with generally-
accepted accounting principles applicable to the particular entity consistently
applied throughout the periods involved, except as may be noted therein; and
independent certified public accountants for the Company have rendered an
unqualified opinion with respect to each audited financial statement included in
the SEC Reports or, if qualified, such qualification is reasonably satisfactory
to the Company. The consolidated financial statements included or to be
included in the SEC Reports are hereinafter sometimes collectively referred to
as the "Financial Statements."
SECTION 2.08 Litigation. Except as disclosed in the SEC Reports, there is
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no action, proceeding or investigation pending, or to the Company's knowledge
threatened, against the
Company which might result, either individually or in the aggregate, in any
material adverse change in the business, prospects, conditions, affairs or
operations of the Company. The Company is not a party to or subject to the
provisions of any order, writ, injunction, judgment or decree of any court or
government agency or instrumentality. There is no action, suit, proceeding or
investigation by the Company currently pending or which the Company currently
intends to initiate.
SECTION 2.09 Title to Assets. Except as set forth in the SEC Reports, the
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Company has good and marketable title to all properties and material assets
described in the SEC Reports as owned by it, free and clear of any pledge, lien,
security interest, encumbrance, claim or equitable interest other than such as
are not material to the business of the Company.
SECTION 2.10 Subsidiaries. Except as disclosed in the SEC Reports and the
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financial statements, the Company does not presently own or control, directly or
indirectly, any interest in any other corporation, partnership, association or
other business entity.
SECTION 2.11 Absence of Certain Changes. Since December 31, 1998, there
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has been no material adverse change and no material adverse development in the
business, properties, operations, condition (financial or otherwise), or results
of operations of the Company, except as disclosed in the SEC Reports. Since
December 31, 1998, except as provided in the SEC Reports, the Company has not
(i) incurred or become subject to any material liabilities (absolute or
contingent) except liabilities incurred in the ordinary course of business
consistent with past practices; (ii) discharged or satisfied any material lien
or encumbrance or paid any material obligation or liability (absolute or
contingent), other than current liabilities paid in the ordinary course of
business consistent with past practices; (iii) declared or made any payment or
distribution of cash or other property to stockholders with respect to its
capital stock, or purchased or redeemed, or made any agreements to purchase or
redeem, any shares of its capital stock; (iv) sold, assigned or transferred any
other tangible assets, or canceled any debts or claims, except in the ordinary
course of business consistent with past practices; (v) suffered any substantial
losses or waived any rights of material value, whether or not in the ordinary
course of business, or suffered the loss of any material amount of existing
business; (vi) made any changes in employee compensation, except in the ordinary
course of business consistent with past practices; or (vii) experienced any
material problems with labor or management in connection with the terms and
conditions of their employment.
SECTION 2.12 No Directed Selling Efforts in Regard to this Transaction.
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The Company has not, and to the best of the Company's knowledge neither the
Buyer nor any distributor, if any, participating in the offering of the Shares
nor any person acting for the Company or any such distributor has conducted any
"directed selling efforts" as that term is defined in Rule 902 of Regulation S.
Such activity includes, without limitation, the mailing of printed material to
investors residing in the United States, the holding of promotional seminars in
the United States, the placement of advertisements with radio or television
stations broadcasting in the United States or in publications with a general
circulation in the United States, which discuss the offering of Shares. The
Company represents and warrants that the sale of the Shares is not part of a
plan or scheme to evade the registration provisions of the Act.
SECTION 2.13 Due Diligence. The Company has provided all information
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requested by Buyer (as outlined in attached Exhibit E) concerning the business,
books and records of Buyer and
its Subsidiaries. Such information is materially true and correct in all
respects, and does not fail to state any information required in order to make
the information provided not misleading. The Company knows of no information not
provided to Buyer in response to its requests.
SECTION 2.14 Leases. The Company and MAX are in material compliance with
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all Leases to which they are a party or by which their properties are bound. An
estoppel from the lessors of such leases will be delivered at the Closing,
certifying that the leases are in full force and effect and free of any default.
III.
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to, and agrees with, the Seller as
follows:
SECTION 3.01 Investment Representations
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(a) The Buyer understands that the Shares have not been registered
under the 1933 Act in reliance upon applicable exemptions from the
registration requirements of the 1933 Act for sales to non-U.S. persons as
defined by SEC Regulation S, and is similarly exempt under state securities
laws, and that the Seller's reliance on such exemptions is predicated on
the Buyer's representations set forth herein.
(b) Buyer represents and warrants to the Company that (i) neither the
Buyer nor any of the investors on whose behalf the Buyer may purchase and
hold Shares (the "Investors") is a "U.S. person" as that term is defined in
Rule 902(k) of Regulation S, and neither the Buyer nor any Investor is an
entity organized or incorporated under the laws of any foreign jurisdiction
by any "U.S. person" principally for the purpose of investing in securities
not registered under the Act, unless the Buyer is or was organized or
incorporated by "U.S. persons" who are accredited investors (as defined in
Rule 501(a) under the Act) and who are not natural persons, estates or
trusts ("Institutional Investors"), and all owners of interests in such
entity who are "U.S. persons" are Institutional Investors, and not natural
persons, estates or trusts; (ii) the Shares were not offered to the Buyer
or to any Investor in the United States and at the time of execution of
this Agreement and of any offer to the Buyer or to the Investors to
purchase the Shares hereunder, the Buyer and each such Investor was
physically outside the United States; (iii) the Buyer is purchasing the
Shares for its own account and not on behalf of or for the benefit of any
U.S. person and the sale and resale of the Shares have not been prearranged
with any buyer in the United States; (iv) the Buyer hereby agrees that all
offers and sales of the Shares prior to the expiration of a period
commencing on the Closing of all Shares offered and ending one year
thereafter (the "Restricted Period") shall not be made to U.S. persons or
for the account or benefit of U.S. persons and shall otherwise be made in
compliance with the provisions of Regulation S.
(c) The Buyer acknowledges and agrees that the Shares shall bear a
restrictive legend in substantially the following form (and a stop-transfer
order may be placed against transfer of any such Securities):
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR THE SECURITIES COMMISSION OF ANY STATE. THEY ARE
BEING SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
REGULATION S PROMULGATED UNDER THE ACT, AND MAY NOT BE SOLD,
OFFERED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO
U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S)
UNLESS AND UNTIL EITHER (A) SUCH SHARES ARE REGISTERED UNDER
THE APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR (B) AN
OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION IS
OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT
REQUIRED.
(d) The Shares may not be offered or sold in the United States or to
U.S. persons unless the Shares have been registered under the 1933 Act or
an exemption for registration is available. The Shares are "restricted
securities" for purpose of SEC Rule 144. Hedging transactions in the
Shares may not be conducted unless in accordance with the 1933 Act.
SECTION 3.02 Brokers. Buyer has not made any agreement or arrangement
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which would result in any broker, finder, agent or other person or entity having
any claim for any fee, commission, or payment against any Seller in connection
with the negotiation or execution of this Agreement or the consummation of the
transactions contemplated hereby.
SECTION 3.03 Authorization, etc. Buyer has the power, authority, and
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capacity to enter into this Agreement and to carry out the transactions
contemplated hereby, and this Agreement has been duly executed and delivered by
Buyer.
SECTION 3.04 No Consent Required. No consent, approval, order or
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authorization of, or registration, declaration or filing with any governmental
or public body or authority is required for Buyer to execute and deliver this
Agreement and perform its obligations hereunder.
SECTION 3.05 German Laws. The issuance and sale of the Shares hereby will
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not violate aprovision of law applicable to Buyer, including, without
limitation, German securities laws.
IV.
INDEMNIFICATION
SECTION 4.01 Buyer's Claims. The Seller shall indemnify and hold harmless
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Buyer, its successors and assigns, and their respective officers, directors,
employees, shareholders, agents, attorneys and affiliates and the Escrow Agent
serving pursuant to Exhibit D, against any and all damages, claims, losses,
liabilities, and expenses actually incurred by Buyer, including, without
limitation, legal, accounting, and other expenses, which may arise out of any
breach of any of the covenants, representations or warranties made in Articles
II and V of this Agreement by the Sellers.
SECTION 4.02 Sellers' Claim. Buyer shall indemnify and hold harmless each
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Seller and his assigns, agents, and affiliates against any and all damages,
claims, losses, liabilities and expenses, including without limitation, legal
accounting, and other expenses actually incurred by Sellers, which may arise out
of any breach of any of the covenants, representations or warranties made in
Articles III and V of this Agreement by Buyer.
V.
OTHER AGREEMENTS
SECTION 5.01 Future Assistance. Each party hereto shall assist the others
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in fulfilling the intent and purposes of this Agreement and shall take all such
further action as shall be reasonably necessary to effectively convey the Shares
to Buyer and allow for the timely reporting of the transaction to all
governmental and taxing authorities.
SECTION 5.02 Trading Market. Buyer shall take all actions and assume all
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cost and expense necessary to enable Seller to list the Shares for trading on a
national or regional stock exchange in the Federal Republic of Germany.
SECTION 5.03 Distributor. Seller shall appoint Buyer or its designee to be
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the exclusive distributor of Seller's products in the Republic of Germany
pursuant to the Distribution Agreement in the form attached hereto as Exhibit A.
Such agreement may be expanded to other European countries upon mutual agreement
of the parties.
SECTION 5.04 Corporate Governance.
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(a) Seller shall adopt a restatement of its Bylaws in the form
attached hereto as Exhibit B.
(b) Buyer, Larry Cahill, Lawrence R. Biggs, Jr., Vision Finance and
Management, and Donald G. McLellan of Seller shall execute the Voting
Agreement attached hereto as Exhibit C.
SECTION 5.05 Access and Reliance to Buyer. Buyer and its agents, counsel,
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auditors, and other representatives shall be given access to all property,
assets, books and records, and contracts
of the Seller to enable a complete investigation for the purpose of verifying
the accuracy of the representations and warranties set forth herein and
otherwise investigating the status of the business and the condition of the
Seller and its respective assets and liabilities; provided, however, that no
such investigation or the failure to make any investigation shall in any way
limit or affect the obligations or liabilities of the Seller hereunder and Buyer
shall be deemed to have relied upon the representations, warranties, and
covenants of the other parties contained herein. Buyer agrees that it will
maintain all information so gathered as confidential, will not reveal any of
such information to any third party or to any of its employees or agents who do
not need to know of such information in the performance of their duties, without
the express written consent of the other parties hereto, and will return all
such information if this Agreement is terminated. If Buyer discovers any
materially adverse information not previously actually known to Buyer, Buyer may
terminate this Agreement by providing written notice of termination to the other
parties hereto within ten business days of the date hereof.
SECTION 5.06 Interim Actions. Pending the Closing, Seller and MAX will
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continue to operate in the usual and ordinary course of business and consistent
with past practice. Without limiting the generality of the foregoing, and
except as otherwise expressly provided in this Agreement, neither the Company
nor any of its Subsidiaries will, prior to the Effective Time, without the prior
written consent of Buyer (a) issue, sell or pledge, or authorize or propose the
issuance, sale or pledge of (i) additional shares of capital stock of any class,
or securities convertible into any such shares, or any rights, warrants or
options to acquire any such shares or other convertible securities, or (ii) any
other securities in respect of, in lieu of or in substitution for, capital stock
outstanding on the date hereof; (b) purchase or otherwise acquire, or propose to
purchase or otherwise acquire, any outstanding securities; (c) declare or pay
any dividend or distribution on any shares of its capital stock; (d) authorize,
recommend, propose or announce an intention to authorize, recommend or propose,
or enter into an agreement in principle or an agreement with respect to, any
merger, consolidation or business combination, any acquisition of a material
amount of assets or securities, any disposition of a material amount of assets
or securities or any material change in its capitalization, or any entry into a
material contract or any release or relinquishment of any material contract
rights, not in the ordinary course of business; (e) propose or adopt any
amendments to its charter or by-laws; (f) enter into, assign or terminate, or
amend in any material respect, any contract other than in the ordinary course of
business; (g) acquire, dispose of, encumber or relinquish any material asset
(other than sale of real properties at prices equal to or greater than their
carrying values); (h) waive, compromise or settle any right or claim that would
adversely affect the ownership, operation or value of any asset; (i) make any
capital expenditures other than in the ordinary course of business; (j) allow or
permit the expiration, termination or cancellation of any of the insurance
policies or coverages or surety bonds currently maintained by or on behalf of
the Company unless replaced with a policy, coverage or bond having substantially
the same coverage and similar terms and conditions; (k) increase, directly or
indirectly, the salary or other compensation of any officer or member of
management, enter into any employment agreement with any person or pay or enter
into any agreement to pay any bonuses or other extraordinary compensation to any
officer of the Company or its Subsidiaries or to any member of management or
other employees, or institute any general increase in rates of compensation for
its employees, or increase, directly or indirectly, any provisions or other
benefits of any of such persons; or (l) waive, settle or compromise any material
litigation or other claim on a basis materially adverse to the Company.
SECTION 5.07 Technology. On or about the Closing Date, the Seller will
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enter into an agreement to acquire the source code to the MPact Technology and
"Chromatic Technology" and a license from ATI to use certain intellectual
property substantially in accordance with the terms of the Source Code Purchase
Agreement in the form attached as Exhibit F. In the event the Source Code
Purchase Agreement is not closed and the rights described therein not acquired
by the Closing Date of this Agreement, Buyer shall be excused from performance
of this Agreement.
SECTION 5.08 Protective Rights. The Company shall take no action for a
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period of three years with respect to its Series A Preferred Stock resulting in
any change in any of the terms, rights and preferences, any additional
issuances, the declaration of any dividends or distributions, or any redemptions
of the Series A Preferred Stock.
SECTION 5.09 Opinion. At the Closing, counsel for the Seller shall deliver
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to Buyer a legal opinion to the effect that:
(i) This Agreement is binding on and enforceable against the Seller
and MAX and has been duly approved.
(ii) The 3,000,000 shares acquired at the Closing from Donald G.
McLellan, Trustee, pursuant to the Assignment, are fully registered for
resale under a Form SB-2 registration statement.
(iii) The Source Code Purchase Agreement is binding on and
enforceable against the parties thereto.
SECTION 5.10 Registration. The shares issued pursuant to this Agreement
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shall be registered for resale in the United States pursuant to a Form S-3
registration statement that the Company will file as soon as practicable after
becoming eligible to use SEC Form S-3, which is anticipated to occur in July
1999. The Company will file such Form S-3 and use all commercially reasonable
efforts to have it declared effective as soon as practicable following review by
the Securities and Exchange Commission.
SECTION 5.11 Nevada Fair Price Provision. The Company waives the
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applicability of Nevada Revised Statute 78.387 through 78.3792, inclusive, to
this Agreement and the transaction contemplated hereby.
SECTION 5.12 SEC Reports. Certain beneficial owners of Buyer may be
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required to file reports with the SEC regarding their ownership of and
transactions in the Seller's common stock, including reports on Schedule 13D or
G and Forms 3, 4 and 5. The Company will assist Buyer and its principals in
completing these forms provided it is furnished with the information requested
to make such filings.
SECTION 5.13 Insurance. Seller shall provide that its existing policy of
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director and office liability insurance shall extend coverage to all persons
serving on the Board of Directors of the Company.
SECTION 5.14 Divestitures. Seller represents that it has or is in the
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process of divesting its subsidiaries Voxcom Systems, Inc., Home Business Group,
Inc., and AmeraPress, Inc. Seller agrees that none of the proceeds of the sale
of the Shares shall be used to repay any indebtedness of any such divested
subsidiary or to fund the costs of divestiture.
VI.
MISCELLANEOUS
SECTION 6.01 Expenses. Each party hereto will pay its own expenses in
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connection with the transactions contemplated hereby, whether or not such
transactions shall be consummated. Seller shall pay out of the proceeds of the
Purchase Price deposited pursuant to the Joint Escrow Instructions the fees
payable to Jay Powell, Inlet Investments, Inc. and the Escrow Agent.
SECTION 6.02 Survival of Agreements. All covenants, agreements,
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representations and warranties made herein shall survive the execution and
delivery of this Agreement and the sale and delivery of the Shares pursuant
hereto.
SECTION 6.03 Certain Rules of Interpretation. Any information disclosed in
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any schedule attached hereto or any certificate furnished in connection herewith
shall be deemed disclosed wherever otherwise required, and for all purposes,
under this Agreement, whether or not specific reference was made thereto.
Inclusion of any information in a schedule or exhibit shall not be deemed an
admission as to the materiality of such information or otherwise alter or affect
the provisions of the representation or warranty to which the schedule or
exhibit relates.
SECTION 6.04 Parties in Interest. All covenants and agreements contained in
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this Agreement by or on behalf of any of the parties hereto shall bind and inure
to the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not.
SECTION 6.05 Notices. All notices, requests, consents, or other
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communications hereunder shall be in writing and shall be delivered personally
or by courier or mailed by first class registered or certified mail, postage
prepaid, in either case addressed as follows:
(a) if to the Buyer
Jasper Resources Ltd.
________________________________
(b) if to the Seller
Voxcom Holdings, Inc.
8115 Preston Road
Suite 800 - East
Dallas, Texas 75225
Attention: Don McLellan
or, in any such case, at such other address or addresses as shall have been
furnished in writing by such party to the others. Any such communication shall
be deemed given when actually delivered to the address indicated.
SECTION 6.06 LAW GOVERNING. THIS AGREEMENT SHALL BE GOVERNED BY AND
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CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS REGARDLESS
OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPALS OF CONFLICTS
OF LAWS THEREOF.
SECTION 6.07 Entire Agreement. This Agreement, along with the Schedules and
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Exhibits attached hereto, constitutes the entire agreement of the parties with
respect to the subject matter hereof and may not be modified or amended except
in writing.
SECTION 6.08 Counterparts. This Agreement, including all agreements
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executed and delivered hereunder, may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
SECTION 6.09 Time. Time is of the essence of this Agreement.
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IN WITNESS WHEREOF, each of the Sellers and the Buyer has executed this
Agreement or caused this Agreement to be executed on its behalf by its duly
authorized representative, as of the day and year first above written.
VOXCOM HOLDINGS, INC.
By: /s/ Donald G. McLellan
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Donald G. McLellan, President
MAXpc TECHNOLOGIES, INC.
By: /s/ Donald G. McLellan
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Donald G. McLellan, Vice President
Jasper Resources Ltd.
By: /s/ Brahil Santos
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Brahil Santos, Attorney-in-Fact
EXHIBITS ATTACHED AS EXHIBITS TO FORM 8-K