Exhibit 10.10
STOCK EXCHANGE AGREEMENT
THIS AGREEMENT, dated as of the 27th day of February, 1998, by and among:
WORLDWIDE DATA INC., a corporation incorporated pursuant to
the laws of the State of Delaware,
(the "Purchaser")
OF THE FIRST PART
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BRIDGEWATER CAPITAL CORP., a corporation incorporated
pursuant to the laws of the Bahamas,
("Bridgewater")
OF THE SECOND PART
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BRONSON CONRAD, a resident of Mississauga, Ontario,
("Conrad")
OF THE THIRD PART
WHEREAS Bridgewater and Conrad (collectively, the "Sellers") are the sole
owners and shareholders of record of 1,500,000 out of 1,764,706 shares of
capital stock (the "Sellers' Shares") of Worldwide Online Corp. ("Worldwide") a
company incorporated pursuant to the laws of the Province of Ontario;
AND WHEREAS the Sellers hold the Sellers' Shares in the following amounts
and proportions:
Seller No. of Shares
------ -------------
Bridgewater 1,499,999
Conrad 1
---------
Total Sellers' Shares 1,500,000
---------
AND WHEREAS the Purchaser is the sole owner and shareholder of record of
264,706 out of 1,764,706 shares of capital stock of Worldwide (the "Purchaser's
Shares");
AND WHEREAS the Sellers' Shares and the Purchaser's Shares represent all
of the issued and outstanding shares of the capital stock of Worldwide;
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AND WHEREAS the Purchaser will deliver to the Sellers 1,500,000 common
shares of the Purchaser (the "Worldwide Data Shares"), in exchange for the
Sellers' Shares, all in the proportions and upon the terms and conditions set
out herein;
AND WHEREAS the Sellers and the Purchaser are willing to make
representations, warranties and covenants and to provide the consideration
described in this Agreement;
NOW THEREFORE, in consideration of the premises and of the
representations, warranties and covenants herein contained and intending to be
legally bound hereby, the parties hereto agree as follows:
ARTICLE I
Interpretation
1.01 Definitions
In this Agreement, including the schedules hereto:
(a) "Agreement", "herein", "hereto", "hereof" and similar expressions
means this agreement and includes any agreement amending this
agreement or any agreement or instrument which is supplemental or
ancillary hereto;
(b) "Bridgewater" has the meaning ascribed thereto in the preamble
hereto;
(c) "Business Day" means a day other than a Saturday, Sunday or
statutory or civic holiday in the City of Toronto, Ontario, Canada;
(d) "Closing" means the purchase by the Purchaser and the sale by the
Sellers of the Sellers' Shares and the issuance of the Worldwide
Data Shares to the Sellers (all as more particularly provided in
this Agreement) in exchange therefor,
(e) "Closing Date" means: (i) the date hereof; or (ii) such other date
as Sellers and Purchaser may mutually agree in writing; provided
that if the Closing Date has not occurred on or before May 31, 1998,
for any reason other than the default or failure to perform
hereunder by the Purchaser or by any of the Sellers, this Agreement
shall be null and void and at an end and the obligations of the
parties hereto shall be at an end, save in respect of any default or
failure to perform hereunder by any of such parties;
(f) "Conrad" has the meaning ascribed thereto in the preamble hereto;
(g) "Counsel" means any barrister, solicitor or attorney or firm thereof
retained by the Purchaser or any of the Sellers as the case may be;
(h) "Purchaser" has the meaning ascribed thereto in the preamble hereto;
(i) "Purchaser's Shares" has the meaning ascribed thereto in the
recitals hereto;
(j) "Sellers" means collectively, Bridgewater and Conrad,
(k) "Sellers' Shares" has the meaning ascribed thereto in the recitals
hereto;
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(l) "Share Exchange" means the exchange of the Sellers' Shares by the
Sellers for the Worldwide Data Shares, in accordance with this
Agreement;
(m) "Time of Closing" means 10:00 a.m. on the Closing Date;
(n) "Worldwide" has the meaning ascribed thereto in the recitals hereto;
(o) "Worldwide Data Shares" has the meaning ascribed thereto in the
recitals hereto.
1.02 Time
Time shall be of the essence hereof.
1.03 Governing Law
This Agreement shall in all respects be subject to and interpreted
and construed in accordance with the laws of the Province of Ontario, Canada and
shall be treated in all respects as a contract performed in its entirety in the
Province of Ontario.
1.04 Clause References
The division of this Agreement into Articles, sections, subsections,
clauses, subclauses, and paragraphs and the provision of headings for all or any
thereof is for convenience of reference only and shall not affect the
interpretation of this Agreement.
1.05 Expanded Meanings
In this Agreement, unless there is something in the subject matter
or context inconsistent therewith: (a) words importing the singular shall
include the plural and vice versa; (b) words importing gender shall include the
masculine, feminine and neuter genders; and (c) references to any statute shall
extend to and include any orders-in-council or regulations passed under and
pursuant thereto, or any amendment or re-enactment of such state,
orders-in-council or regulations, or any statute, orders-in-council or
regulations substantially in replacement thereof.
1.06 Currency and Payment
All references to currency are to lawful money of Canada, unless
otherwise expressly indicated herein.
1.07 Amendment
No amendment or modification of this Agreement shall be binding
unless in writing and signed by the parties intended to be bound thereby.
1.08 Entire Agreement
This Agreement constitutes the entire agreement between the parties
relating to the Share Exchange and supersedes and replaces all prior agreements,
understandings, negotiations and discussions, whether oral or written.
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1.09 Invalidity of Provisions
If any of the provisions of this Agreement should be invalid,
illegal or unenforceable in any respect, the validity or legality or
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.
1.10 Schedules
The Schedules referred to in this Agreement are incorporated herein
by reference and form a part hereof.
ARTICLE II
Share Exchange
2.01 Subject to the terms and conditions of this Agreement and in consideration
of the agreements herein contained and for other good and valuable
consideration, the Sellers individually and collectively agree to transfer and
deliver to the Purchaser, at the Closing (to be conducted on the Closing Date at
the Time of Closing at the offices of Counsel to the Purchaser in Toronto,
Ontario, Canada), and Purchaser agrees to acquire and accept from Sellers at the
Closing, the Sellers' Shares, free and clear of any security interests, pledges,
mortgages, liens or encumbrances. At the Closing, Sellers shall deliver to
Purchaser properly endorsed certificates representing the Sellers' Shares.
2.02 In exchange for the Sellers' Shares, Purchaser shall issue and deliver to
Sellers, at the Closing, the Worldwide Data Shares, to be represented by
certificates registered in the names of the Sellers as set out in Section 2.03
below.
2.03 The Sellers represent, warrant and acknowledge that they own the Seller's
Shares in the proportions and amounts set out in the recitals hereto and agree
that the Worldwide Data Shares to be issued and delivered to the Sellers
pursuant to this Agreement, shall be issued and delivered as set out below:
Seller No. of Shares
------ -------------
Bridgewater 1,499,999
Conrad 1
---------
Total Worldwide Data Shares 1,500,000
---------
2.04 The Sellers individually and collectively acknowledge and agree that the
Purchaser is not a reporting issuer that the Worldwide Data Shares will not be
qualified for sale to the public pursuant to the securities laws of the United
States or Canada; and that the Worldwide Data Shares will contain a legend
substantially in the following form: "The shares represented by this certificate
have not been registered under the Securities Act of 1933. The shares have been
acquired for investment and may not be sold, transferred or assigned in the
absence of an effective registration statement for the shares under the
Securities Act of 1933 or an opinion of the Company's counsel that registration
is not required under said Act".
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ARTICLE III
Sellers' Closing Conditions
3.01 The obligations of the Sellers to complete the Share Exchange is subject to
the fulfillment and performance on or prior to the Closing of the following
conditions precedent, all of which are for the exclusive benefit of Sellers and
which may be waived in whole or in part by Sellers:
(a) at the Time of Closing on the Closing Date, Purchaser shall deliver
to Sellers certificates registered in the names of Sellers, in the
proportions set out in Section 2.03 hereof, representing the
Worldwide Data Shares (being 1,500,000 common shares of the
Purchaser);
(b) any and all regulatory approvals, notifications or consents,
compliance with regulatory requirements, and any and all third party
consents or waivers required to complete the transactions herein
contemplated, shall have been obtained on terms satisfactory to
Sellers, acting reasonably, and satisfactory evidence of same shall
have been delivered to Sellers for review and approval;
(c) the representations and warranties of Purchaser contained in this
Agreement shall be true and correct in all respects at the Time of
Closing, with the same force and effect as if such representations
and warranties were made at and as of such time, and the delivery by
the Purchaser to the Sellers on Closing of the Worldwide Data
Shares, properly engrossed in the names of the Sellers as specified
in Section 2.03 above, shall be deemed to constitute a certificate
of the Purchaser addressed to each of the Sellers, effective as of
the Time of Closing, that the representations and warranties of the
Purchaser contained in this Agreement remain true and correct as of
the Time of Closing;
(d) all of the terms, covenants and conditions of this Agreement to be
complied with or performed by Purchaser at or before the Time of
Closing shall have been complied with or performed in all respects,
and the delivery by the Purchaser to the Sellers on Closing of the
Worldwide Data Shares, properly engrossed in the names of the
Sellers as specified in Section 2.03 above, shall be deemed to
constitute a certificate of the Purchaser addressed to each of the
Sellers, effective as of the Closing Date, that the terms, covenants
and conditions of the Purchaser in this Agreement have been complied
with or performed in all respects by the Purchaser at or before the
Time of Closing;
(e) there shall have been no material adverse changes in the condition
(financial or otherwise), of the assets, liabilities, operations,
earnings, business or prospects of Purchaser since the date hereof;
and
(f) no legal or regulatory action or proceeding shall be pending or
threatened by any person to enjoin, restrict or prohibit the
transactions contemplated by this agreement.
If any of the conditions contained in this Article III shall not be
performed or fulfilled at or prior to the Time of Closing to the satisfaction of
Sellers, acting reasonably, Sellers may, by notice to Purchaser, terminate this
Agreement and the obligations of Purchaser and Sellers under this Agreement. Any
such condition may be waived in whole or in part by the Sellers without
prejudice to any claims they may have for breach of covenant, representation or
warranty. For the purposes of this Article III and the balance of this Agreement
generally, any certificate or
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document to be approved by the Sellers and any consent to be provided by the
Sellers shall be deemed to be approved or provided if approved or provided by
those of the Sellers who own the majority of the Shares, and any waiver that may
be delivered by the Sellers, shall be deemed to be delivered, binding on all of
the Sellers, if delivered by those of the Sellers who own the majority of the
Shares.
ARTICLE IV
Purchaser's Closing Conditions
4.01 The obligation of Purchaser to complete the Share Exchange is subject to
the fulfillment and performance on or prior to the Closing of the following
conditions precedent, all of which are for the exclusive benefit of Purchaser
and which may be waived in whole or in part by Purchaser:
(a) Sellers shall have tendered all, but not less than all, of the
Sellers' Shares duly endorsed in blank for transfer or accompanied
by duly executed transfer powers;
(b) the board of directors of Worldwide shall have approved the transfer
of the Shares to Purchaser;
(c) any and all regulatory approvals or consents, and any and all third
party consents or waivers required to complete the transactions
herein contemplated, shall have been obtained on terms satisfactory
to Purchaser and satisfactory evidence of same shall have been
delivered to Purchaser for its review and approval;
(d) the representations and warranties of Sellers herein shall be true
and accurate in all respects at the Time of Closing, with the same
force and effect as if such representations were made at and as of
such time, and the delivery by the Sellers to the Purchaser on
Closing of the Sellers' Shares, properly endorsed over to the
Purchaser, shall be deemed to constitute a certificate of each of
the Sellers addressed to the Purchaser, effective as of the Time of
Closing, that the representations and warranties of the Sellers
contained in this Agreement remain true and correct as of the Time
of Closing;
(e) all of the terms, covenants and conditions of this Agreement to be
complied with or performed by Sellers at or before the Time of
Closing shall have been complied with or performed in all respects,
and the delivery by the Sellers to the Purchaser on Closing of the
Sellers' Shares, properly endorsed over to the Purchaser, shall be
deemed to constitute a certificate of each of the Sellers addressed
to the Purchaser, effective as of the Time of Closing, that the
terms, covenants and conditions of the Sellers in this Agreement
have been complied with or performed in all respects as of the Time
of Closing;
(f) there shall have been no material adverse changes in the condition
(financial or otherwise), of the assets, liabilities, operations,
earnings, business or prospects of Worldwide since the date of this
Agreement;
(g) no legal or regulatory action or proceeding shall be pending or
threatened by any person to enjoin, restrict or prohibit the
transactions contemplated by this Agreement; and
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(h) this Agreement and the transactions contemplated herein shall have
been approved by the directors of Purchaser and, if required by the
constating documents of the Purchaser or otherwise, by the
shareholders of Purchaser.
If any of the conditions contained in this Article IV shall not be
performed or fulfilled at or prior to the Time of Closing to the satisfaction of
Purchaser, acting reasonably, the Purchaser may, by notice to Sellers or any of
them, terminate this Agreement and the obligations of Purchaser and Sellers
under this Agreement. Any such condition may be waived in whole or in part by
Purchaser.
4.02 The Purchaser acknowledges that it has conducted a due diligence review of
the operations and affairs, revenues, expenses, assets, liabilities, agreements
and contracts of Worldwide and, as of the date of this Agreement, is satisfied
with the same.
ARTICLE V
Representations, Warranties and Covenants of Purchaser
5.01 Representations and Warranties of Purchaser
Purchaser warrants and represents to Sellers as of the date hereof
that:
(a) Purchaser has been duly incorporated and is validly subsisting under
the laws of the State of Delaware;
(b) Purchaser has conducted and is conducting its business in compliance
in all material respects with all applicable laws, rules and
regulations of each jurisdiction in which it carries on business and
holds all required licenses, registrations and qualifications in all
jurisdictions in which it carries on business in order to carry on
its business as now conducted and all such licenses, registrations
or qualifications are valid and existing and in good standing;
(c) Purchaser is not subject to any judgment, order, writ, injunction or
decree of any court or governmental body which would prevent the
carrying out of this Agreement or consummation of the transactions
herein contemplated;
(d) neither the execution and delivery of this Agreement by Purchaser,
nor the performance of Purchaser's obligations hereunder will be in
conflict with, or result in the breach of, or constitute a default
by Purchaser under its constating documents or any document of any
kind to which Purchaser is a party or by which it is bound, or under
any judgment, decree, order, law, statute, rule or regulation
applicable to Purchaser;
(e) Purchaser has the requisite corporate power and capacity to execute
this Agreement and to create, allot and issue the Worldwide Data
Shares as contemplated herein;
(f) there is no litigation which is material to the business or
financial condition of Purchaser, there is no suit, action,
litigation, arbitration proceeding or governmental proceeding,
including appeals and applications for review, in progress, pending
or threatened in writing, against or relating to Purchaser or its
properties or business, which if determined adversely to Purchaser
might materially and adversely affect the properties, business, or
the financial condition of Purchaser;
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(g) this Agreement has been duly executed and delivered by Purchaser and
all documents required hereunder to be executed and delivered by it
shall be duly executed and delivered by Purchaser and this Agreement
does and such documents and instruments shall, constitute legal,
valid and binding obligations of Purchaser at or prior to the Time
of Closing, enforceable in accordance with their respective terms;
(h) all necessary corporate action has been taken or will be taken by
Purchaser prior to the Closing to duly authorize the allotment and
issue of the Worldwide Data Shares and the same will be validly
issued and outstanding as fully paid and non-assessable shares;
(i) Purchaser has filed all necessary tax returns and notices on a
timely basis and has paid all taxes of whatever nature, including
all assessments, re-assessments, governmental charges, penalties,
interest and fines due and payable by it, to the extent such taxes
have become due or have been alleged to be due and Purchaser is not
aware of any tax deficiencies or interest or penalties accrued or
accruing, or alleged to be accrued or accruing, thereon with respect
to itself;
(j) Purchaser has been and is in compliance with all applicable laws and
regulations and orders and decisions rendered by any regulatory
agency relating to the protection of the environment or the use,
storage, or disposal or transport of toxic or hazardous wastes or
substances. Purchaser has obtained all permits, approvals and other
authorizations under such environmental laws as may be required to
have been obtained by it. There are no orders or directions relating
to environmental matters requiring any work or capital expenditures
with respect to the business or assets of Purchaser nor has
Purchaser received notice of same. Purchaser has not received any
notice that it is potentially responsible for a clean-up or
corrective action under any environmental laws;
(k) all books and records of Purchaser, financial, corporate or
otherwise, have been kept in accordance with good bookkeeping
practices, are true and correct in all respects and are in
Purchaser's possession or under its control;
(l) there are no amounts of any kind whatsoever owing to Purchaser by
any person not acting at arm's length with Purchaser as such term is
defined in the Income Tax Act (Canada); all non-arm's length
transactions involving Purchaser have been disclosed to Seller;
(m) no national, federal, provincial or state, municipal or other
government or governmental department, commission, board, bureau,
agency or instrumentality, has given written notice or has
threatened in writing to modify or remove any license or operating
certificate necessary in order for Purchaser to carry on its
business or to expropriate or otherwise acquire, whether with or
without compensation, any material property or assets of Purchaser
or any interest therein and Purchaser is in compliance with the
terms and conditions of its licenses and operating certificates;
(n) no order ceasing or suspending trading in securities of Purchaser or
prohibiting the sale of the securities of Purchaser has been issued
and no proceedings for this purpose are instituted, or are pending,
contemplated or threatened;
(o) Purchaser has conducted and is conducting its business in compliance
with all applicable laws, rules and regulations of each jurisdiction
in which any material
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portion of its business is carried on and is duly licensed,
registered or qualified in all jurisdictions in which the failure to
be so licensed, registered or qualified would have a material
adverse effect on the business of Purchaser, and all such licenses,
registrations or qualifications are valid and existing and in good
standing and none contain any term, provision, condition or
limitation which has a material adverse effect on the operation of
the business of Purchaser, as now carried on or proposed to be
carried on;
(p) the recitals hereto are true and correct in fact and in substance.
5.02 Covenants of Purchaser
(a) Purchaser will make all filings as may be required of it in
connection with the completion of the transactions herein
contemplated;
(b) Purchaser shall conduct its business, operations and affairs only in
the ordinary and normal course of business in all material respects
consistent with past practice, and Purchaser shall not, without the
prior written consent of Sellers, enter into any transaction or
refrain from doing any action that, if effected before the date of
this Agreement, would constitute a breach of any representation,
warranty, covenant or other obligation of Purchaser contained
herein, and provided further that Purchaser shall not make any
material decisions or enter into any material contracts without the
consent of Sellers, which consent shall not be unreasonably
withheld, if the same would constitute a breach of any
representation or warranty contained herein;
(c) Purchaser shall use reasonable commercial efforts to preserve intact
its business, property, assets, operations and affairs and to carry
on its business and affairs as currently conducted, and to promote
and preserve for the Seller the goodwill of third parties having
business relations with Purchaser;
(d) Purchaser shall pay and discharge its liabilities in the ordinary
course in accordance and consistent with its practice, except those
contested in good faith by Purchaser;
(e) Purchaser shall use reasonable commercial efforts to take all
necessary corporate action, steps and proceedings to approve or
authorize, validly and effectively, the execution and delivery of
this Agreement and the other agreements and documents contemplated
hereby and to cause all necessary meetings of the directors and
shareholders of Purchaser to be held for such purpose.
ARTICLE VI
Representations, Warranties and Covenants of Sellers
6.01 Representations and Warranties of Sellers
Sellers hereby jointly and severally represent and warrant to
Purchaser as of the date hereof that:
(a) Sellers are the sole beneficial owners of the Sellers' Shares, in
the proportionate interests set out in the recitals hereto, free and
clear of all liens, charges, mortgages, security interests, adverse
claims, pledges, encumbrances, demands or rights of
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others whatsoever and have full right, power and authority to sell
the Seller's Shares in accordance with the provisions hereof;
(b) the recitals hereto are true and correct in fact and in substance;
(c) neither the execution and delivery of this Agreement by Sellers, nor
the performance of Sellers' obligations hereunder will be in
conflict with, or result in the breach of, or constitute a default
by any of the Sellers under any document of any kind to which any of
the Sellers is a party, or to the best of the knowledge, information
and belief of each of the Sellers, under any judgment, decree,
order, law, statute, rule or regulation applicable to Sellers;
(d) each of the Sellers is in existence and in good standing (if a
corporation) and has the capacity to execute and deliver this
Agreement;
(e) this Agreement has been duly executed and delivered by each of the
Sellers and all documents required hereunder to be executed and
delivered by the Sellers shall have been duly executed and delivered
by the Sellers and this Agreement does and such documents and
instruments shall, constitute legal, valid and binding obligations
of Sellers enforceable in accordance with their respective terms;
(f) all necessary corporate action has been taken or will be taken prior
to Closing by any corporate Seller to duly authorize the execution
and delivery of this Agreement and all closing and other
documentation and acts contemplated or required herein;
(g) there is no litigation, proceeding or governmental investigation in
progress, pending, threatened or contemplated, relating to the
Shares owned by the Sellers and there is no outstanding execution,
judgment, decree, injunction, rule or order of any court or
governmental body affecting the Shares;
(h) endorsement and delivery of certificates representing the Shares for
exchange pursuant to this Agreement by Sellers shall constitute a
representation and warranty to Purchaser that the representations
and warranties made by Sellers in this Agreement are true and
correct at the Time of Closing as if they had been made at the Time
of Closing;
(i) Worldwide has been duly incorporated and is validly subsisting under
the laws of the Province of Ontario;
(j) Worldwide has conducted and is conducting its business in compliance
in all material respects with all applicable laws, rules and
regulations of each jurisdiction in which it carries on business and
holds all material licenses, registrations and qualifications in all
jurisdictions in which it carries on business in order to carry on
its business as now conducted and all such licenses, registrations
or qualifications are valid and existing and in good standing;
(k) no person, firm or corporation has any agreement, option, warrant or
any right capable of becoming an agreement for the purchase,
subscription or issuance of any of the unissued shares in the
capital of Worldwide;
(l) Worldwide is not subject to any judgment, order, writ, injunction or
decree of any court or governmental body which would prevent the
carrying out of this Agreement or consummation of the transactions
herein contemplated;
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(m) neither the execution and delivery of this Agreement by Sellers, nor
the performance of Sellers' obligations hereunder, will be in
conflict with, or result in the breach of, or constitute a default
by Worldwide under its constating documents or any document of any
kind to which Worldwide is a party or by which it is bound, or under
any judgment, decree, order, law, statute, rule or regulation
applicable to Worldwide;
(n) there is no litigation which is material to the business or
financial condition of Worldwide, (for the purposes of this
Agreement, "material" means any claim or item amounting to or valued
at $5,000 or more), there is no suit, action, litigation,
arbitration proceeding or governmental proceeding, including appeals
and applications for review, in progress, pending or threatened in
writing, against or relating to Worldwide or its properties or
business which if determined adversely to Worldwide might materially
and adversely affect the properties, business, or the financial
condition of Worldwide;
(o) Worldwide has no direct or indirect subsidiaries and does not own
any securities of any other person;
(p) Worldwide has been and is in compliance with all applicable laws and
regulations and orders and decisions rendered by any regulatory
agency relating to the protection of the environment or the use,
storage, or disposal or transport of toxic or hazardous wastes or
substances. There are no orders or directions relating to
environmental matters requiring any work or capital expenditures
with respect to the business or assets of Worldwide nor has
Worldwide received notice of same. Worldwide has not received any
notice that it is potentially responsible for a cleanup or
corrective action under any environmental laws;
(q) all books and records of Worldwide, financial, corporate or
otherwise, have been kept in accordance with good bookkeeping
practices, are true and correct in all respects and are in
Worldwide's possession or under its control;
(r) Worldwide has conducted and is conducting its business in compliance
with all applicable laws, rules and regulations of each jurisdiction
in which any material portion of its business is carried on and is
duly licensed, registered or qualified in all jurisdictions in which
the failure to be so licensed, registered or qualified would have a
material adverse effect on the business of Worldwide, and all such
licenses, registrations or qualifications are valid and existing and
in good standing and none contain any term, provision, condition or
limitation which has a material adverse effect on the operation of
the business of Worldwide, as now carried on or proposed to be
carried on;
(s) Worldwide is not a party to or bound by any collective bargaining
agreement with any labour union or association. There are no
discussions, negotiations, demands or proposals that are pending or
have been conducted or made with or by any labour union or
association, Worldwide is not presently the subject of any
organization efforts on the part of any labour organization seeking
to represent any employees of Worldwide and there are not pending or
threatened any labour disputes, strikes or work stoppages that may
have a material adverse effect upon the continued business or
operation of Worldwide;
(t) Worldwide has not declared or paid any dividends or made any
distribution on its shares to the date hereof;
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(u) all material national, state, provincial, local and other taxes,
including without limitation, income taxes, corporate franchise
taxes, and sales and ad valorem taxes. due and payable by Worldwide
on or before the date of this Agreement have been paid, and
Worldwide has filed all tax returns and reports required to be filed
by it with all such taxing authorities. No assessments of
deficiencies have been made against Worldwide and no extensions of
time are in effect for the assessment of deficiencies;
(v) all licenses, franchises, permits, easements, certificates,
consents, rights and privileges material to the conduct of the
business of Worldwide or, to the knowledge of any of the Sellers,
necessary for the lawful conduct of such business, pursuant to
applicable statutes, laws, ordinances, rules and regulations of
governmental bodies, agencies and other authorities having
jurisdiction over Worldwide, or any part of its operations, are in
full force and effect, there are no violations or claimed violations
thereof and copies thereof have heretofore been furnished to the
Purchaser or will be finished to the Purchaser.
6.02 Covenants of Sellers
The Sellers jointly and severally covenant and agree with the
Purchaser as follows:
(a) With the full cooperation and assistance of the Purchaser, Sellers
will personally, and will cause Worldwide to, make all filings as
may be required of it in connection with the completion of the Share
Exchange;
(b) Sellers will cause Worldwide to conduct its business, operations and
affairs only in the ordinary and normal course of business and in
all material respects consistent with past practice and Sellers
shall ensure that Worldwide will not, without the prior written
consent of Purchaser, enter into any transaction or refrain from
doing any action that, if effective before the date of this
Agreement, would constitute a breach of any representation,
warranty, covenant or other obligation of Sellers or any of them
contained herein, and provided further that Sellers shall ensure
that Worldwide shall not make any material decisions or enter into
any material contracts without the consent of Purchaser, which
consent shall not be unreasonably withheld, if the same would
constitute a breach of any representation or warranty contained
herein;
(c) Sellers shall ensure that Worldwide shall use reasonable commercial
efforts to preserve intact its business, property, assets,
operations and affairs and to carry on its business and affairs as
currently conducted, and to promote and preserve for the Purchaser
the goodwill of third parties having business relations with
Worldwide;
(d) Sellers shall cause Worldwide to pay and discharge its liabilities
in the ordinary course and consistent with its practice, except
those contested in good faith by Worldwide;
(e) Sellers shall cause Worldwide to use reasonable commercial efforts
to take all necessary corporate action, steps and proceedings to
approve or authorize, validly and effectively, the execution and
delivery of this Agreement and the other agreements and documents
contemplated hereby and to cause all necessary meetings of the
directors and shareholders of Worldwide to be held for such purpose;
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(f) Sellers shall ensure that Worldwide does not issue any further
shares of its capital stock (other than the Shares) or incur any
liabilities from the date hereof to and including the Closing Date.
ARTICLE VII
Survival of Representations and Warranties
The representations and warranties of the parties hereto and
contained in this Agreement or any document or certificate given pursuant hereto
shall survive and shall not merge with the Closing.
ARTICLE VIII
General
8.01 Notice
Any notice required or permitted hereunder to be given shall be
given by personal delivery, prepaid registered mail or facsimile communication,
to the respective parties at the addresses set forth below or at such other
addresses as the parties may designate in writing from time to time:
Purchaser: Worldwide Data Inc.
c/o 36 Toronto Street
Suite 201
Toronto, Ontario
M5C 2C5
Attention: Mr. Bronson Conrad
Facsimile: (416) 214-6299
Sellers: c/o 36 Toronto Street
Suite 201
Toronto, Ontario
M5C 2CS
Facsimile: (416) 214-6299
Any notice, direction or other instrument aforesaid if delivered
shall be deemed to have been given or made on the date on which it was
delivered, if mailed, shall be deemed to have been given or made on the tenth
Business Day following the date on which it was mailed, and if sent by
facsimile, shall be deemed to have been given or made on the next Business Day
following the date on which it was sent, Saturdays, Sundays and statutory
holidays excepted. Any of the parties hereto may change its address for service
from time to time by written notice given in accordance with the foregoing.
Notice by mail shall not be effective during any postal strike or slowdown in
any area through which the notice must pass.
8.02 Assignment
(a) This Agreement shall not be assigned by the parties hereto without the
prior written consent of all other parties hereto;
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(b) Any assignment of this Agreement or any obligation under this
Agreement shall not release a party hereto from its full obligations hereunder,
without the prior written consent of the other parties hereto.
8.03 Enurement
This Agreement shall enure to the benefit of and be binding upon the
parties and their respective heirs, executors, legal personal representatives,
successors and permitted assigns.
8.04 Further Assurances
The parties agree that they each will execute or cause to be
executed and delivered all such further and other documents and assurances, and
do and cause to be done all such further acts and things as may be necessary or
desirable to carry out this Agreement according to its true intent.
8.05 Counterparts
This Agreement may be executed by the parties hereto in separate
counterparts each of which when so executed and delivered shall be an original
but all such counterparts shall together constitute one and the same instrument.
8.06 Facsimile
This Agreement may be delivered by facsimile transmission and each
signed counterpart delivered by such means shall be deemed to be an original.
IN WITNESS WHEREOF the parties hereto have hereunder executed this
Agreement as of the date first above written.
WORLD WIDE DATA INC.
Per: /s/ [ILLEGIBLE]
-----------------------------------
BRIDGEWATER CAPITAL CORP.
Per: /s/ [ILLEGIBLE]
-----------------------------------
[ILLEGIBLE] /s/ Bronson Conrad
- ----------------------------------- ----------------------------------------
WITNESS BRONSON CONRAD