SHARE PURCHASE AGREEMENT
THIS AGREEMENT made as of the 26th day of March, 2001.
BETWEEN:
OLEG FELDGAJER
(the "Vendor")
OF THE FIRST PART
- and -
VOICEIQ INC., a corporation existing under the laws of the Province of
Ontario
(the "Purchaser")
OF THE SECOND PART
WHEREAS the issued and outstanding shares of International Neural
Machines Inc. ("INM") consist of 20,000 common shares;
AND WHEREAS as at the date hereof, the Vendor is the registered and
beneficial owner of 9,300 common shares (the "Purchased Shares") in the capital
of INM as shown in Section 2.1 hereof and the Purchaser is the registered and
beneficial owner of 7,300 common shares in the capital of INM;
AND WHEREAS, the Purchaser has agreed to purchase from the Vendor, and
the Vendor has agreed to sell to the Purchaser, the Purchased Shares on the
terms and conditions set forth herein;
NOW THEREFORE in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree with each other as follows:
ARTICLE 1
INTERPRETATIONS
1.1 DEFINITIONS. Where used herein or in any amendment or supplement
hereof, unless the context otherwise requires, the words and phrases with
initial capitals set forth below will have the meanings so set forth therein.
"AGREEMENT" means this Agreement and all Schedules and all instruments
supplemental hereto or in amendment or confirmation hereof.
"ASSETS" means the undertaking, property and assets of INM of every
kind and description and wheresoever situated.
"BOOKS AND RECORDS" means all books, records, books of account, sales
and purchase records, lists of suppliers and customers, business
reports and all other documents, files, records, correspondence, and
other data and information, financial or otherwise, including all data
and information stored on computer-related media, research materials
and research and development files relating to INM or the Business.
"BUSINESS" means the business carried on at the date hereof by INM
which consists of the business of artificial intelligence software that
assists companies to detect fraudulent practices in the financial
services industry.
"BUSINESS DAY" means any day except Saturday, Sunday, or any day on
which banks are generally not open for business in the City of Toronto.
"CDNX" means the Canadian Venture Exchange.
"CLOSING" means the time of closing on the Closing Date provided for in
Section 5.1.
"CLOSING DATE" means May 1, 2001 or such earlier or later date as may be
agreed in writing by the parties to this Agreement.
"CONSIDERATION SHARES" has the meaning ascribed thereto in Section 2.2.
"CONTRACT" means any agreement, obligation, contract, understanding,
commitment, indenture or instrument, whether written, oral or implied.
"ELECTED AMOUNT" has the meaning ascribed thereto in Section 2.4(1).
"EMPLOYEES" means all of the employees of INM whether salaried or
otherwise employed by them including, without limitation, those on any
temporary lay-off, leave of absence or sick leave at that time.
"ENCUMBRANCE" means any mortgage, charge, pledge, claim, hypothecation,
lien, encumbrance, restriction, option, right of others or security
interest of any kind, whether fixed or floating, absolute, contingent or
conditional.
"FINANCIAL STATEMENTS" means audited financial statements of INM as at
September 30, 2000 and April 30, 2000 and the unaudited financial
statements of INM as at December 31, 2000, copies of which are attached
hereto as Schedule 3.1(19).
"GAAP" means those accounting principles which are recognized as being
generally accepted in Canada from time to time as set forth in the
handbook published by the Canadian Institute of Charted Accountants,
consistently applied.
"GOVERNMENTAL AUTHORIZATION" means any approval, authorization,
certificate, commitment, consent, franchise, grant, license, order,
permit, privilege, quota, registration or right, or the like which may
be issued or granted by any Governmental Body.
"GOVERNMENTAL BODY" means any government, parliament, legislature,
regulatory authority, governmental department, agency, commission,
board, tribunal, crown corporation, or court or other law, rule or
regulation making entity having or purporting to
have jurisdiction on behalf of any nation or state or province or other
subdivision thereof or any municipality, district or other subdivision
thereof.
"GOVERNMENTAL NOTICE" means any citation, directive, order, claim,
litigation, investigation, notice, proceeding, judgment, letter or other
communication, written or oral, actual or threatened, from any
Governmental Body.
"INDEBTEDNESS" means, with respect to any Person, any liability of any
type or kind whatsoever, whether absolute, contingent or otherwise.
"INM" means International Neural Machines Inc., a corporation
incorporated under the laws of Ontario.
"INM SHAREHOLDERS AGREEMENT" means the Unanimous Shareholders Agreement
dated March 20, 1997 among INM, Working Ventures Canadian Fund Limited,
Oleg Feldgajer and Aleksander Szlam, as amended to the date hereof.
"INTERIM PERIOD" means the period commencing on the date hereof and
ending at Closing.
"INTELLECTUAL PROPERTY" means Trade-Marks, Technology and all
copyrights, industrial designs and other industrial or intellectual
property of, or pertaining to, or used in connection with the Business
and all licenses, permissions, agreements and other contracts and
commitments relating to any of the foregoing to which INM is a party.
"LAWS" means any and all applicable federal, provincial, municipal or
local laws, statutes, regulations, ordinances, rules, guidelines,
policies, notices, orders and directions or other requirements of any
government or political subdivision, agency or instrumentality thereof,
or of any court, tribunal or similar body.
"LIENS" means any and all liens, mortgages, charges, hypothecs, pledges,
security interests, prior assignments, options, warrants or other
encumbrances, and claims, rights, restrictions and other interests of
any nature and kind whatsoever which affect, by way of a conflicting
ownership interest or otherwise, in any manner whatsoever title to any
particular property.
"MATERIAL ADVERSE CHANGE" means any change or other circumstance or
event which has had or could reasonably be expected to have a material
adverse change on the condition (financial or otherwise) of INM or its
Business, taken as a whole, having regards to its earnings, liabilities,
properties, operations and prospects.
"MATERIAL AGREEMENTS" means, collectively, the Premises Leases and the
Personal Property Leases.
"PERMITS" means all Governmental Authorizations relating to or required
for the operation of INM.
"PERSON" means any individual, legal or personal representative,
partnership, company, corporation, incorporated syndicate,
unincorporated association, trust or Governmental Body or any other
entity however designated or constituted and words importing "persons"
have a similar meaning.
"PERSONAL PROPERTY LEASES" has the meaning ascribed thereto in Section
3.1(24) hereof.
"PREMISES LEASES" has the meaning ascribed thereto in Section 3.1(23)
hereof.
"PURCHASE PRICE" has the meaning ascribed thereto in Section 2.2.
"PURCHASED SHARES" has the meaning ascribed thereto in the recitals.
"PURCHASER" or "VIQ" means VoiceIQ Inc., a corporation incorporated
under the laws of the Province of Ontario.
"PURCHASER'S COUNSEL" means Blake, Cassels & Graydon LLP, Toronto,
Ontario.
"TAX" or "TAXES" means all taxes, charges, fees, levies, imposts and
other assessments of any kind or nature whatsoever, including all
income, sales, use, goods and services, value added, capital, capital
gains, alternative, net worth, transfer, profits, withholding, payroll,
employer health, excise, franchise, real property and personal property
taxes, and any other taxes, customs duties, fees, assessments or similar
charges in the nature of a tax including Canada Pension Plan and
provincial pension plan contributions, employment insurance payments and
workers compensation premiums, together with any installments with
respect thereto, and any interest, fines and penalties, imposed by any
governmental authority (including federal, state, provincial, municipal
and foreign governmental authorities), and whether disputed or not.
"TAX ACT" means the Income Tax Act (Canada), R.C.C., 1985, C.1 (5th
suppl.), as amended.
"TECHNOLOGY" means all patterns, plans, designs, research and other
compilations of data, trade secrets and other proprietary know-how and
show-how, processes, production techniques, production formulations,
formulae, drawings, blue prints, flow sheets, equipment and parts lists
and descriptions and related instructions, manuals, data, records and
procedures, all computer and data processing systems and all software
programs and computer support documentation pertaining to or used in
connection with the Business.
"TRADE-MARKS" means all registered and unregistered trade-marks, trade
names, business names, brand names, brands, designs, logos, identifying
indicia and service marks pertaining to or used in connection with the
Business and all registrations and applications relating thereto.
"VENDOR'S COUNSEL" means Shuh Cline and Grossman.
"VIQ SHARES" means the common shares in the capital of the Purchaser.
1.2 HEADINGS. The division of this Agreement into Articles and Sections and
the insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation of this Agreement.
1.3 GENDER AND NUMBER. Unless the context otherwise requires, words
importing the singular include the plural and vice versa, and words importing
gender include all genders.
1.4 CURRENCY. All amounts expressed herein in terms of money refer to the
Canadian dollar, and all payments to be made hereunder shall be made in cash or
certified cheque or any other method that provides immediately available funds.
1.5 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties pertaining to the subject matter hereof. There are no
warranties, conditions or representations
(including any that may be implied by statute) and there are no agreements in
connection with such subject matter except as specifically set forth or referred
to in this Agreement.
1.6 BUSINESS DAYS. If any payment is required to be made or any action is
required to be taken pursuant to this Agreement on a day which is not a Business
Day, then such payment or action shall be made or taken on the next Business
Day.
1.7 SCHEDULES. The following schedules form part of this Agreement:
Schedule 3.1(7) - Schedule of Licences and Permits
Schedule 3.1(19) - Financial Statements of INM
Schedule 3.1(23) - Schedule of Premises Leases
Schedule 3.1(24) - Schedule of Personal Property Leases
Schedule 3.1(28) - Schedule of Employees
Schedule 6.1(6) - Form of Release
Schedule 6.1(12) - Form of Vendor's Counsel Opinion
Schedule 6.1(13) - Form of Non-Competition Agreement
Schedule 6.3(7) - Form of Purchaser's Counsel Opinion
ARTICLE 2
PURCHASE OF PURCHASED SHARES
2.1 PURCHASE OF THE PURCHASED SHARES. Subject to the terms and conditions
set forth in this Agreement, the Purchaser agrees to purchase from the Vendor,
and the Vendor agrees to sell, assign and transfer to the Purchaser, the
Purchased Shares at Closing.
2.2 PURCHASE PRICE. The aggregate purchase price (the "Purchase Price")
payable by the Purchaser for the Purchased Shares shall be $3,251,600. The
Purchase Price shall be paid and satisfied by the issue of 2,956,000 VIQ Shares
(the "Consideration Shares") to the Vendor at Closing.
2.3 RESTRICTIONS ON RESALE OF COMMON SHARES
(1) The Common Shares issued to the Vendor pursuant to Section 2.2 shall not
be sold, transferred or otherwise disposed of except as provided below:
(a) none of such shares may be transferred without the prior written
consent of the Purchase during the period of 12 months following the
Closing Date; and
(b) from and after such 12 month period, such Common Shares shall be
freely transferable subject to the additional resale restrictions
described in subsection 2.3(2) below.
(2) If the Vendor intends to sell or transfer any of the Common Shares after
the 12 month restricted period as provided in subsection 2.3(1), the Vendor
shall be free to sell such shares free of any resale restrictions, provided that
either (i) in any calendar month the Vendor shall not sell more than 100,000
Common Shares into the public market on the facilities of the stock market on
which the Common Shares are traded, or (ii) the Consideration Shares are sold to
an arm's-length purchaser in a private transaction not conducted through the
facilities of any stock market or other public market.
2.4 TAX ELECTION
(1) Residency. The Vendor represents and warrants that he is not a
non-resident of Canada for the purposes of section 116 of the Tax Act.
(2) Subsection 85(1). The Purchaser and the Vendor hereby agree to elect
jointly under subsection 85(1) of the Tax Act, in the prescribed form and within
the prescribed time for purposes of the Tax Act, and shall therein agree with
respect to the transfer of the Purchased Shares to be sold by the Vendor as
shown on Section 2.1 hereof that an amount determined in the discretion of the
Vendor, which is at least equal to the lesser of the cost amount of the
Purchased Shares owned by the Vendor and the fair market value of such Purchased
Shares to the Vendor and not greater than the fair market value of the Purchased
Shares (the "Elected Amount") shall be the Vendor's proceeds of disposition and
the Purchaser's cost of acquiring the Purchased Shares sold by the Vendor.
(3) Adjustment of Elected Amounts. In the event that the Canada Customs and
Revenue Agency disputes the Elected Amount of the Purchased Shares, the
Purchaser and the Vendor hereby agree to apply to the Minister of National
Revenue for permission to amend the Tax Act election referred to in Section
2.4(2) in accordance with the provisions of the Tax Act and the regulations
thereunder so that the Elected Amount for the Purchased Shares shall be the
amount finally determined as such Elected Amount, whether by a court of
competent jurisdiction or the Canada Customs and Revenue Agency (in either case
where no further right of appeal is available), or by a settlement approved by
the Vendor and the Canada Customs and Revenue Agency.
(4) Provincial Tax Legislation. For the purposes of this Agreement, where
the context so permits, any reference to the Tax Act includes a reference to any
analogous provincial legislation, any reference to any provision of the Tax Act
includes a reference to the corresponding provision of any such analogous
provincial legislation, any reference to the Canada Customs and Revenue Agency
includes a reference to any relevant provincial taxation authority and any
reference to a filing or similar requirement imposed under the Tax Act includes
a reference to any relevant provincial taxation authority and any reference to a
filing or similar requirement imposed under the Tax Act includes a reference to
any corresponding filing or requirement imposed under any such analogous
provincial legislation.
2.5 INM SHAREHOLDERS AGREEMENT. The Vendor agrees to provide the Purchaser
with any consents or approvals required under the INM Shareholders Agreement in
respect of the transfer of the Purchased Shares or the transfer of shares of INM
owned by Aleksander Szlam to the Purchaser. Upon the purchase of shares of INM
by the Purchaser from the Vendor and Aleksander Szlam, the INM Shareholder
Agreement shall terminate and be void, including, without limitation, the
Management Option set out in Section 7.12 thereof.
2.6 REGULATORY APPROVAL. Completion of the transactions provided for herein
are subject to receipt by the Purchaser of the consent of the CDNX to the issue
of the Consideration Shares.
2.7 SECURITIES REPRESENTATIONS
(1) The Vendor acknowledges that the Purchaser is a reporting company in
Canada and the United States and therefore files information with the Ontario
Securities Commission and with the Securities and Exchange Commission in the
United States ("Public Information"). The Vendor represents that it has reviewed
the Public Information and is fully familiar with Purchaser's current business
and future prospects. All statements, facts, representations, projections,
descriptions, estimates, opinions, views, expectations, plans, observations,
analyses, judgments, forecasts, assessments, warranties, and assumptions set
forth in the Public Information are subject to, and qualified in their entirety
by, this Agreement.
(2) The Vendor acknowledges that the Purchaser has made available to it all
requested documents and records in its possession, and has offered to the Vendor
an opportunity to discuss this transaction with the Purchaser and/or
representatives of the Purchaser and obtain any additional information necessary
to verify the accuracy of any information furnished. The Vendor acknowledges
that no information furnished by the Purchaser constitutes investment,
accounting, legal or tax advice. The Vendor is relying solely upon itself and
its professional advisors, if any, for such advice.
(3) The Vendor has relied solely upon its own independent investigation in
making a decision to sell the Purchased Shares for the Consideration Shares. The
Consideration Shares are speculative investments which involve a substantial
degree of risk with no assurance of any income from such investments and the
possibility that such Consideration Shares may become worthless. The Purchasers
acknowledges that the Consideration Shares are not traded on any stock exchange
in the United States and that there is only a limited market for the
Consideration Shares in the United States. The Vendor must therefore be prepared
to bear the economic risks of owning the Consideration Shares for an indefinite
period.
(4) The Vendor acknowledges that (a) the Consideration Shares are not being
registered under the laws of any jurisdiction and are being sold pursuant to an
exemption from registration set forth in the Securities Act of 1933, as amended,
(the "Securities Act") and (b) Purchaser has not furnished the Vendor with all
information that would be included in the applicable registration statement if
the Consideration Shares were offered and registered under the Securities Act.
(5) The Vendor represents that the Consideration Shares will be acquired
solely for the account of the Vendor, solely for investment purposes and not
with a view to resale or distribution, and that no other person has, or will
acquire, any direct or indirect interest in the Consideration Shares. The Vendor
has no contract, undertaking, agreement or arrangement with any person to sell,
transfer or pledge to such person, or anyone else, the Consideration Shares, or
any interest therein, and the Vendor has no plans to enter into any such
contract, undertaking, agreement or arrangement. The Vendor understands that he
may not dispose of the Consideration Shares, or any part thereof, or any
interest therein, unless and until legal counsel for Purchaser shall have
provided its written opinion that the intended disposition does not violate the
law of any jurisdiction. The Vendor acknowledges that the Consideration Shares
are non-transferable, that it will not be possible for the Vendor to liquidate
the Consideration Shares readily in case of an emergency and, therefore, must
bear the financial risk of owning the Consideration Shares investment for an
indefinite period.
(6) The Vendor is knowledgeable and experienced in making and evaluating
investments. The investments of the Vendor in, and their commitments to, all
non-liquid investments (including an investment in Purchaser) are reasonable in
relation to their respective net worths, and the Vendor has the ability to bear
the financial risk of an investment in Purchaser.
(7) The Vendor will indemnify and hold Purchaser, its affiliates, and
representatives, harmless from and against any and all loss, liability, cost,
damage, expense (including attorney's fees and expenses) and claims arising out
of, in connection with or resulting (i) from the sale or distribution of any
Consideration Shares by the Vendor in violation of any applicable law, rule or
regulation, and (ii) any misrepresentation by the Vendor or any breach of any
warranties herein or any covenants or agreements set forth herein.
(8) The Vendor understands and acknowledges that no federal or state agency,
governmental authority, regulatory body, stock exchange or other entity in the
United States, or any other jurisdiction, has made any finding or determination
as to the merits of the Consideration Shares, nor have any such agencies,
governmental authorities, regulatory bodies, stock exchanges or other entities
made any recommendation or endorsement with respect to the Consideration Shares.
(9) The Vendor represents, warrants, and acknowledges that (a) the
Consideration Shares were not offered or distributed to the Vendor through an
advertisement in printed media of general and regular paid circulation, radio or
television, and (b) they did not attend any seminars or meetings regarding this
transaction, in which the attendees were invited by any general solicitation or
general advertising.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1 REPRESENTATIONS AND WARRANTIES OF THE VENDOR. The Vendor represents and
warrants to the Purchaser that as of the date hereof:
(1) Due Incorporation, etc. INM is a company duly incorporated and organized
and validly existing under the laws of Ontario and is duly organized and validly
subsisting in good standing under such laws.
(2) Authorized and Issued Capital. The authorized capital of INM consists of
an unlimited number of Common Shares and an unlimited number of special shares,
of which 20,000 Common Shares are validly issued and outstanding as fully paid
and non-assessable shares in the capital of INM. The Purchased Shares constitute
all of the issued and outstanding shares in the capital of INM.
(3) No Options, etc. No Person has any agreement or option or any right or
privilege (whether by law, preemptive or contractual) capable of becoming an
agreement or option for the purchase from the Vendor of any of the Purchased
Shares (except the Purchaser pursuant to this Agreement) or entitling any person
other than the Vendor to share in the proceeds of this transaction and no person
has any agreement or option, including convertible securities, warrants or
convertible obligations of any nature, for the purchase, subscription, allotment
or issuance of any of the unissued shares in the capital of INM or of any other
securities of INM.
(4) Records. The minute books of INM, copies of which have been provided to
the Purchaser, contain accurate and complete copies of all the constating
documents of INM. There are no applications or filings outstanding which would
alter in any way the constating documents or corporate status of INM. No
resolutions or by-laws have been passed, enacted, consented to or adopted by the
directors or shareholders of INM, except those contained in such minute books.
The corporate records and minute books of INM have been maintained in accordance
with all applicable statutory requirements and are complete and accurate.
(5) Power and Authority. INM has the requisite corporate power, authority
and capacity and is qualified to own, lease, dispose of or own its Assets and to
carry on the Business as now conducted and as presently proposed to be
conducted.
(6) Conduct of Business. The Business is being conducted in the ordinary
course, in a diligent, prudent and commercially reasonable manner and in
material compliance with all statutes, regulations, by-laws, orders, covenants,
restrictions or plans of all governmental authorities, agencies or boards
applicable to its Business, including, without limitation, those requiring
filing of returns and other documents.
(7) Licenses and Permits. Except as disclosed in Schedule 3.1(7), INM owns,
free and clear of any and all Liens, all licenses and Permits which are
necessary for the conduct of the Business as presently conducted or intended to
be conducted. Such rights are in full force and effect and INM is not in
violation of any term or provision or requirement of any such licenses and
Permits, none of which are now being challenged or threatened with challenge
in any way.
(8) Consents and Approvals. No consent or approval of, notice to or filing
with, any Governmental Body having jurisdiction over any aspect of the Business
or the Assets, and no consent or approval of or notice to any other person or
entity is required in connection with the execution and delivery by Vendor of
this Agreement or the consummation of the transactions contemplated hereby.
(9) Litigation. There is no suit, action, proceeding, claim or investigation
in any court or before any arbitrator or before or by any Governmental Body in
progress, pending or, as far as the Vendor is aware, threatened, against or
relating to INM or affecting the Business or the Assets which, if
determined adversely, might materially and adversely affect the Business,
Assets, future prospects or the financial condition of INM or the right of INM
to use, reproduce and/or sell the Assets in whole or in part; and there is not
presently outstanding against INM any judgment, decree, injunction, rule or
order of any court, Governmental Body, or arbitrator.
(10) Bankruptcy. INM has not proposed a compromise or arrangement to its
creditors generally, had any petition for a receiving order in bankruptcy filed
against it, taken any proceeding with respect to a compromise or arrangement,
taken any proceeding to have itself declared bankrupt or wound-up, taken any
proceeding to have a receiver appointed over any part of the Assets, had any
encumbrancer take possession of any of its property, or had any execution or
distress become enforceable or become levied upon any of its property.
(11) Contracts in Good Standing. INM is not, in any material respect, in
default under or in breach of, nor has it received any notice of default or
termination under any material contract to which it is a party or by which it is
bound and there exists no state of facts which after notice or lapse of time or
both would constitute such a default or breach, and all such contracts are in
good standing and INM is entitled to all benefits thereunder.
(12) Transactions with Affiliates. Except as disclosed in the Financial
Statements, there are no outstanding advances, loans, guarantees or agreements
to provide any advances, loans, or guarantees between INM and/or any of the
officers, directors, or employees or with any person not dealing at arm's length
with INM within the meaning of the Tax Act.
(13) Absence of Guarantees. INM has not given or agreed to give and is not a
party to or bound by any guarantee, indemnification, assumption or endorsement
of any Indebtedness or other obligations or liabilities (contingent or
otherwise) of any third party.
(14) Sale of Assets. There is no agreement, option or other right or
privilege outstanding in favour of any person for the purchase from INM of the
Business or any of the Assets out of the ordinary course of business.
(15) Purchase of Assets. INM is not a party to any agreement to acquire the
shares or other securities of any corporation or to acquire the business,
property or assets of any person, corporation or other entity.
(16) Absence of Conflicting Agreements. INM is not a party to, bound or
affected by or subject to any indenture, mortgage, lease, agreement, instrument,
charter or by-law provision, statute, regulation, judgment, decree or law which
would be violated, contravened, breached by, or under which any obligation would
be accelerated or default or termination would occur as a result of the
consummation of any of the transactions contemplated by this Agreement.
(17) Tax Matters
(a) INM has prepared and filed on time with all appropriate
Governmental Bodies all Tax returns, declarations, remittances,
information returns, reports and other documents of every nature
required to be filed by or on behalf of INM in respect of any Taxes
or in respect of any other provision in any domestic or foreign
federal, provincial, municipal, state, territorial or other taxing
statute for all fiscal periods ending prior to the date hereof and
will continue to do so in respect of any fiscal period ending on or
before the Closing Date. All such returns, declarations,
remittances, information returns, reports and other documents are
correct and complete in all material respects, and no material fact
has been omitted therefrom. No extension of time in which to file
any such returns, declarations, remittances, information returns,
reports or other documents is in
effect. All Taxes shown on all such returns, or on any assessments
or reassessments in respect of any such returns have been paid in
full.
(b) INM has paid in full all Taxes required to be paid on or prior to
the date hereof and has made adequate provision in its Financial
Statements in accordance with GAAP for the payment of all Taxes in
respect of all fiscal periods ending on or before the Closing Date.
Except to the extent reflected or reserved against in the Financial
Statements, INM is not liable for any Taxes.
(c) There are no reassessments of INM's Taxes that have been issued and
are outstanding and there are no outstanding issues which have been
raised and communicated to INM by any Governmental Body for any
taxation year in respect of which a Tax return of INM has been
audited. No Governmental Body has challenged, disputed or
questioned INM in respect of Taxes or of any returns, filings or
other reports filed under any statute providing for Taxes. INM is
not negotiating any draft assessment or reassessment with any
Governmental Body. There are no contingent Tax liabilities or any
grounds for an assessment or reassessment of INM, including,
without limitation, unreported benefits conferred on any
shareholder of INM, aggressive treatment of income, expenses,
credits or other claims for deduction under any return or notice
other than as disclosed in theFinancial Statements. INM has not
received any indication from any Governmental Body that an
assessment or reassessment of INM is proposed in respect of any
Taxes, regardless of its merits. INM has not executed or filed with
any Governmental Body any agreement or waiver extending the period
for assessment, reassessment or collection of any Taxes.
(d) INM has withheld from each payment made to any of its present or
former employees, officers and directors, and to all persons who
are non-residents of Canada for the purposes of the Tax Act all
amounts required by law to be withheld, and furthermore, has
remitted such withheld amounts within the prescribed periods to the
appropriate Governmental Body. INM has remitted all Canada Pension
Plan contributions, provincial pension plan contributions,
employment insurance premiums, employer health taxes and other
Taxes payable by it in respect of its employees and has remitted
such amounts to the proper Governmental Body within the time
required under the applicable legislation. INM has charged,
collected and remitted on a timely basis all Taxes as required
under applicable legislation on any sale, supply or delivery
whatsoever, made by INM.
(18) Default. INM is not in default beyond any period of grace under any
instrument evidencing any Indebtedness or liability or under the terms of any
instrument pursuant to which an instrument evidencing any Indebtedness or
liability has been issued or made and delivered.
(19) Financial Statements. The Financial Statements have been prepared in
accordance with GAAP, where applicable, and are accurate in all material
respects. The balance sheets contained in the Financial Statements present
fairly the financial position of INM as at the date thereof and the statements
of profit and loss and the statement of changes in financial condition contained
in the Financial Statements present fairly the results of its operations for the
periods indicated. Except as disclosed in the Financial Statements, there has
not been any material change in the Assets, liabilities or obligations
(absolute, accrued, contingent or otherwise) of INM as set forth therein and
there has not been any material adverse change in the Business, operations or
conditions (financial or otherwise) or results of the operations of INM since
September 30, 2000 and since that date there have been no material facts,
transactions, events or occurrences which could materially adversely affect the
Business of INM.
(20) Accounts Receivable. All accounts receivable and other debts due or
accruing to INM are valid obligations and are collectible.
(21) Intellectual Property. The conduct of the Business does not infringe
upon or breach the Intellectual Property rights of any other Person.
(22) Real Property. INM does not own any real property and is not a party to
any Contract or subject to any option capable of becoming a Contract for the
purchase of any real property.
(23) Leases of Real Property. Schedule 3.1(23) lists all leases of real
property used in connection with the Business or to which INM is a party or by
which it is bound (the "Premises Leases"). INM is not aware of any basis upon
which the landlord under any of the Premises Leases would be entitled to
terminate any such lease.
(24) Leases of Personal Property. Schedule 3.1(24) lists all material leases
of personal property used in the Business or to which INM is a party or by which
it is bound (the "Personal Property Leases").
(25) Contracts. Other than the Material Agreements, there are no material
Contracts of any kind or nature whatsoever relating to INM to which it is a
party or by which it is bound, that is material to it or the Business. The
Purchaser has been provided with true and accurate copies of the Material
Agreements. Each of the Material Agreements is in full force and effect,
unamended by oral or written agreement and INM is entitled to the full benefit
and advantage of such agreements in accordance with their respective terms. INM
is not in default under, nor in breach of, in any material respect, nor has it
received any notice of default or termination under any Material Agreement to
which it is a party or by which it is bound and there exists no state of facts
which after notice or lapse of time or both would constitute such a default or
breach, and all of the Material Agreements are in good standing and INM is
entitled to all benefits thereunder.
(26) Contracts Affected by Change of Control. INM is not a party to or bound
by any outstanding Contract which requires the prior approval of any change of
control of INM from the Vendor to the Purchaser resulting from the transactions
contemplated hereby.
(27) Employee Agreements. INM is not a party to or bound by any employment
agreement, sales representative agreement, consulting agreement, collective
bargaining agreement or any other agreement or commitment with any Employee or
former employee, any labour or trade union or employee association or employer's
association, in connection with or relating to the Business.
(28) Employees. Schedule 3.1(28) contains a complete and accurate list of
all Employees. The Vendor has disclosed to the Purchaser in writing all terms
and conditions of employment of the Employees, including details of wages,
salaries, vacation pay, bonuses, commissions and all other benefits. None of the
Employees is on long term disability, on extended sick leave or receiving
worker's compensation benefits. All salaries, wages, vacation pay, bonuses,
commissions and other emoluments for or in respect of the Employees have been
paid or accrued in the Books and Records. Notwithstanding the foregoing, there
are no bonuses presently accruing, due or payable to any of the Employees. INM
is in compliance in all material respects with all Laws respecting employment,
employment practices, pay equity terms and conditions of employment, wages and
hours and is not in arrears in the payment of any wages, pension or other
benefits or contributions in respect thereof and no dispute or grievance exists
with respect thereto. All amounts withheld, required to be withheld, paid or
required to be paid prior to Closing in respect of the Employees pursuant to any
Law including, without limitation, statutes relating to income and other Taxes,
unemployment insurance, employment standards, health insurance, workers'
compensation and statutory pension plans have been withheld, paid, discharged or
otherwise settled by INM.
(29) Subsidiaries and Investments. INM has no subsidiaries and does not own,
directly or indirectly, any interests or investments (whether debt or equity) in
any Person and has no outstanding contracts to acquire any securities of any
other person except in the ordinary course of Business or to acquire any other
Business operations.
(30) Wages. Other than the Accrued Management Salaries INM has duly paid all
salaries, wages, vacation pay, bonuses, commissions and other payments relating
to employment.
(31) Undisclosed Liabilities. INM does not have any liabilities (contingent
or otherwise) which are not disclosed on or referred to in the Financial
Statements nor has it incurred any Indebtedness or liability for money borrowed
or credit advanced which is not disclosed on or reflected in the Financial
Statements other than Indebtedness or liability incurred by or credit extended
to it in the ordinary course of its Business.
(32) Material Adverse Change. Since September 30, 2000, there has been no
Material Adverse Change in respect of the Business or financial condition of INM
from that reflected in the Financial Statements and the Business and the Assets
have not been materially adversely affected as a result of any act or event
including, without limitation, fire, accident, strike, expropriation or act of
any government.
(33) No Dividends or Fees. INM has not paid or declared any dividends.
(34) Due Authorization. The Vendor has all necessary power and authority to
enter into this Agreement and to carry out its obligations hereunder, and the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby and thereby have been duly authorized by all
necessary corporate action on the part of the Vendor, where applicable.
(35) Enforceability of Obligations. This Agreement constitutes a valid and
binding obligation of the Vendor enforceable against the Vendor in accordance
with its terms, subject to limitations with respect to enforcement imposed by
law in connection with bankruptcy, insolvency, reorganization or other laws
affecting creditors' rights generally and to the extent that equitable remedies
such as specific performance and injunctions are only available in the
discretion of the court from which they are sought.
(36) Full Disclosure. None of the foregoing representations, warranties and
statements of fact and no other statement furnished by the Vendor or INM, (i) to
the Purchaser in connection with the negotiation of the transactions
contemplated hereby, or (ii) to Evans & Evans, Inc. in connection with the
preparation of a Valuation and Fairness Opinion for the Purchaser in respect of
the transaction contemplated hereby, contain any untrue statement of a material
fact or omit to state any material fact necessary to make any such statement or
representation not misleading to a prospective purchaser of the Purchased Shares
seeking full information as to INM, the Business, the Assets and the affairs of
INM.
(37) Ownership of Obligations. The Vendor is the sole and beneficial owners,
and the holder of record, of the Purchased Shares, have good and marketable
title thereto, free and clear of any and all Encumbrances and have the exclusive
right to sell, transfer and assign the Purchased Shares.
(38) No Violation. The execution and delivery of this Agreement by the
Vendor and all other agreements required to be delivered by it hereunder and the
performance of the transactions contemplated hereby and thereby will not result
in: (i) the violation of any of the terms or provisions of the articles of
incorporation or by-laws of the Vendor or of any Contract to which the Vendor
may be a party or by which it is bound; or (ii) the violation of any of the
terms or provisions of any Contract to which INM may be a party or by which it
is bound, or (iii) the creation of any Encumbrance on the Purchased Shares.
3.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF THE VENDOR. The
representations and warranties of the Vendor contained in Section 3.1 shall
survive the Closing and notwithstanding the Closing and except for the Tax
Matters representation and warranty contained in Section 3.1(17), shall continue
in full force and effect for the benefit of the Purchaser for a period of two
years, after which time the Vendor shall be released from all obligations and
liabilities hereunder in respect of such representations and warranties except
with respect to any claims made by the Purchaser in writing prior to the
expiration of such period. The Tax Matters representation and warranty contained
in Section 3.1(17) shall continue in full force and effect after Closing for the
benefit of the Purchaser until the
expiration of all applicable time periods for assessment, reassessment and
appeals relating thereto set out in the Income Tax Act (Canada), after which
time the Vendor shall be released from all obligations and liabilities hereunder
in respect of such representations and warranties except with respect to claims
made by the Purchaser in writing prior to the expiration of such period;
provided, however, that such representation and warranty shall be deemed to
survive forever in the case of tax fraud.
3.3 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser
represents and warrants to the Vendor that as at the date hereof:
(1) Due Incorporation, etc. The Purchaser is a corporation duly incorporated
and organized and validly subsisting under the laws of Ontario.
(2) Trading of Shares. The VIQ Shares are posted for trading on CDNX.
(3) Due Authorization. The Purchaser has all necessary corporate power and
authority to enter into this Agreement and to carry out its obligations
hereunder and the execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby and thereby have been duly authorized by
all necessary corporate action on the part of the Purchaser.
(4) Enforceability of Obligations. This Agreement constitutes a valid and
binding obligation of the Purchaser enforceable against it in accordance with
its terms, subject to limitations with respect to enforcement imposed by law in
connection with bankruptcy, insolvency, reorganization or other laws affecting
creditors' rights generally and to the extent that equitable remedies such as
specific performance and injunctions are only available in the discretion of the
court from which they are sought.
3.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The
representations and warranties of the Purchaser contained in Section 3.3 or
shall survive the Closing and, notwithstanding the Closing, shall continue in
full force and effect for the benefit of the Vendor for a period of three years,
after which time, the Purchaser shall be released from all obligations and
liabilities hereunder in respect of such representations and warranties, except
with respect to any claims made by the Vendor in writing prior to the expiration
of such period.
ARTICLE 4
CERTAIN OTHER COVENANTS OF THE PARTIES
4.1 INVESTIGATION AND AVAILABILITY OF DOCUMENTS AND RECORDS. The Vendor
shall promptly deliver or cause to be delivered or made available to the
Purchaser all documents, and other data, technical or otherwise, which are owned
by or in the possession of the Vendor or INM at the date hereof, which relate to
INM or the Business including without limitation, all Books and Records. During
the Interim Period, the Vendor shall, and shall cause INM to permit the
Purchaser, its agents, including without limitation, accountants, appraisers,
advisors and other representatives, full and complete access to INM, the Assets,
Employees, title documentation, Contracts and premises, and such other financial
or operating data or information with respect to INM or the Business for the
purpose of investigating their affairs and the Vendor shall, and shall cause the
auditors of INM to give the Purchaser's auditors during normal business hours,
full and complete access to the audit working papers of the auditors of INM with
respect to the Financial Statements. The provision and review of such
documentation and the investigations made by or on behalf of the Purchaser shall
not limit, waive or diminish the scope of, or otherwise affect in any way the
representations and warranties made by the Vendor herein.
4.2 OPERATIONS DURING INTERIM PERIOD. During the Interim Period, the
Vendor shall cause INM:
(a) to carry on the Business in the ordinary and normal course; and
(b) not to enter into any material Contracts or Contracts outside of the
ordinary course of Business without the prior written approval of
the Purchaser.
4.3 CONSENTS TO CHANGE OF CONTROL. The Vendor shall obtain, prior to the
Closing, the consents, if any, required by virtue of a change of control of INM
pursuant to any Contract to which INM is a party or by which it is bound or
required from any Governmental Authorization.
4.4 EXCLUSIVE DEALINGS. During the Interim Period, the Vendor shall not
take any action, directly or indirectly, to encourage, initiate or engage in
discussions or negotiations with, or provide any information to any Person,
other than the Purchaser and its designated and authorized representatives,
concerning any sale, purchase, merger or similar transaction involving INM, the
Purchased Shares, or the Assets, save for transactions entered into in the
ordinary course of business or approved in writing by the Purchaser.
ARTICLE 5
CLOSING ARRANGEMENTS
5.1 CLOSING. The closing of the transactions provided for in this Agreement
shall take place at the offices of the Purchaser's Counsel, Suite 2300, Commerce
Court West, Toronto, Ontario, at 10:00 a.m. (Toronto time) on the Closing Date
or at such other time or place as the parties hereto may mutually agree in
writing.
5.2 SATISFACTION OF CLOSING CONDITIONS. The parties shall use their best
efforts to ensure that the conditions of Closing set out in this Agreement are
satisfied in a complete and timely manner to the extent that the satisfaction of
such conditions are within their reasonable control.
ARTICLE 6
CONDITIONS OF CLOSING
6.1 CONDITIONS FOR THE BENEFIT OF THE PURCHASER. The obligation of the
Purchaser to complete the transactions provided for in this Agreement is subject
to the fulfilment of the following conditions precedent to the satisfaction of
the Purchaser on or prior to Closing, it being understood that such conditions
are included for the exclusive benefit of the Purchaser and may be waived in
writing in whole or in part by the Purchaser at any time:
(1) Share Certificates. The Vendor shall deliver or have delivered to the
Purchaser share certificates representing all of the Purchased Shares duly
endorsed in blank for transfer or with executed irrevocable stock transfer
powers attached.
(2) Representations and Warranties. The representations and warranties of
the Vendor contained in this Agreement shall be true and correct on and as of
the Closing Date with the same effect as though made on and as of such date and
the Vendor shall have delivered to the Purchaser certificates to such effect,
dated the Closing Date.
(3) Performance of Terms. All the terms and conditions of this Agreement to
be complied with or performed by the Vendor at or prior to Closing shall have
been complied with or performed at or prior to Closing.
(4) Corporate Proceedings. All corporate and legal proceedings and approvals
which are considered necessary by the Purchaser's Counsel to permit the Vendor
to complete the transactions contemplated by this Agreement shall have been
taken or obtained and the documents to be executed
pursuant to it shall be satisfactory in form and content to the Purchaser and
the Purchaser shall have received certified copies of all documents which it may
reasonably request in connection with such transactions and of the records of
all corporate proceedings in connection therewith.
(5) Consents and Authorizations. There shall have been obtained:
(a) all Government Authorizations, exemptions and certificates from all
appropriate Government Bodies as are required by the Vendor to
permit the transactions contemplated herein;
(b) all consents and approvals from all applicable governmental or
regulatory authorities (including, without limitation, the consent
of CDNX) required by the Purchaser to complete the transactions
contemplated herein; and
(c) all consents required under any Contract to which INM is a party or
by which it is bound by virtue of the transactions contemplated by
this Agreement.
(6) Releases. The Vendor shall have executed and delivered to the Purchaser
a release, substantially in the form set out in Schedule 6.1(6), in respect of
all claims and liabilities of INM to the Vendor.
(7) No Material Adverse Change. During the Interim Period, there shall have
been no Material Adverse Change.
(8) No Litigation. No action or proceeding shall be pending or threatened
by any Person or Governmental Body:
(a) to enjoin, restrict or prohibit the transactions contemplated by
this Agreement; or
(b) which may impose any condition on the consummation of the
transactions contemplated hereby.
(9) Due Diligence. The Purchaser shall have conducted and completed a due
diligence investigation with respect to INM, the Business and the Assets and the
Purchaser, in its sole discretion, shall have been satisfied in all respects
with respect to such due diligence and investigation and, in its sole
discretion, shall have determined to proceed with the transactions contemplated
by this Agreement.
(10) Receipt of Closing Documents. All documents required to be delivered by
the Vendor pursuant to this Agreement prior to or at Closing shall have been
delivered to the Purchaser prior to or at Closing. The Purchaser shall be
furnished with such certificates or other instruments of the Vendor as the
Purchaser's Counsel considers necessary to effect the transfer of the Purchased
Shares and to establish that the terms, covenants and conditions contained in
this Agreement have been performed or complied with at or prior to Closing.
(11) Directors of INM. All of the directors of INM shall have resigned INM
from the board of INM.
(12) Opinion of Vendor's Counsel. The Purchaser shall have received, at
Closing, a favourable opinion of the Vendor's Counsel, substantially in the form
attached hereto to Schedule 6.1(12).
(13) Non-Competition Agreement. The Vendor shall have executed and delivered
to the Purchaser a Non-Competition Agreement substantially in the form of
Schedule 6.1(13).
(14) INM Shareholders Agreement. The Vendor shall have executed and
delivered an acknowledgement, in form acceptable to the Purchaser, that all
consents and approvals required under the INM Shareholders Agreement to transfer
the Purchased Shares to the Purchaser.
(15) Certificates. The Vendor shall have delivered to the Purchaser a
certificate of the Vendor to the effect that the Vendor is not a non-resident of
Canada for purposes of the Tax Act.
(16) Approval of Directors of Purchaser. The board of directors of the
Purchaser shall have approved this Agreement and the issue of the Consideration
Shares pursuant thereto.
6.2 TERMINATION BY PURCHASERS. In the event that any condition in Section
6.1 shall not have been performed or fulfilled on or prior to Closing, the
Purchaser in its sole discretion may, without limiting any rights or remedies
otherwise available at law or equity either (a) terminate this Agreement by
notice in writing to the Vendor, in which event the Purchaser shall be released
from all obligations or all then outstanding obligations as the case may be,
under this Agreement; or (b) waive compliance with any of such conditions
without prejudice to its right of termination in the event of non-fulfilment of
any other condition in whole or in part.
6.3 CONDITIONS FOR THE BENEFIT OF THE VENDOR. The obligation of the Vendor
to complete the transactions provided for in this Agreement is subject to the
fulfilment of the following conditions precedent to the satisfaction of the
Vendor on or prior to the Closing Date, it being understood that such conditions
are included for the exclusive benefit of the Vendor and may be waived in
writing in whole or in part by the Vendor at any time:
(1) Share Certificates. The Purchaser shall deliver or have delivered to the
Vendor properly authorized and completed share certificates, duly registered in
the name of the Vendor, representing the VIQ Shares to be issued to the Vendor
in accordance with Section 2.2.
(2) Representations and Warranties. The representations and warranties of
the Purchaser contained in this Agreement shall be true and correct on and as of
the Closing Date with the same effect as though made on and as of such date and
the Purchaser shall have delivered to the Vendor a certificate to such effect,
dated the Closing Date.
(3) Corporate Proceedings. All corporate and legal proceedings to be taken
in connection with the transactions contemplated by this Agreement and the
documents to be executed pursuant to it shall be satisfactory in form and
content to the Vendor and the Vendor shall have received certified copies of all
documents which he may reasonably request in connection with such transactions
and of the records of all corporate proceedings in connection therewith.
(4) Performance of Terms. All of the terms, covenants, obligations and
conditions of this Agreement to be complied with or performed by the Purchaser
at or before Closing, shall have been complied with or performed at or prior to
Closing.
(5) Consents and Authorizations. There shall have been obtained all
Governmental Authorizations, exemptions and certificates from all appropriate
Governmental Bodies as are required by the Purchaser to permit the transactions
contemplated herein.
(6) No Litigation. No action or proceeding shall be pending or threatened
by any Person or Governmental Body:
(a) to enjoin, restrict or prohibit the consummation of the transactions
contemplated hereby; or
(b) which may impose any condition on the consummation of the
transactions contemplated hereby.
(7) Director and Officer. The Vendor shall have been appointed a Director
and Chief Technology Officer of the Purchaser.
(8) Opinion of Purchaser's Counsel. The Vendor shall have received, at
Closing, a favourable opinion of Purchaser's Counsel, substantially in the form
attached as Schedule 6.3(7).
6.4 TERMINATION BY VENDOR. In the event that any condition in Section 6.3
shall not have been performed or fulfilled on or prior to Closing, the Vendor in
his sole discretion may, without limiting any rights or remedies otherwise
available at law or equity either (a) terminate this Agreement by notice in
writing to the Purchase in which event the Vendor shall be released from all
obligations or all then outstanding obligations as the case may be, under this
Agreement; or (b) waive compliance with any of such conditions without prejudice
to its right of termination in the event of non-fulfilment of any other
condition in whole or in part.
ARTICLE 7
INDEMNIFICATION
7.1 INDEMNIFICATION BY THE VENDOR. The Vendor agrees to indemnify and hold
the Purchaser harmless from and against all claims, actions, suits, losses,
costs, damages, expenses and liabilities, including reasonable legal fees,
directly or indirectly suffered by the Purchaser, as a result of or relating in
any manner whatsoever to:
(a) any breach of or any non-fulfilment of any agreement or covenant of
the Vendor contained in this Agreement or instrument executed and
delivered pursuant to this Agreement; or
(b) any breach of, or any inaccuracy in, any of the representations or
warranties made by the Vendor under this Agreement or any other
agreement or instrument executed and delivered pursuant to this
Agreement.
and any such indemnification payment shall represent an adjustment of the
Purchase Price.
7.2 INDEMNIFICATION BY THE PURCHASER. The Purchaser agrees to indemnify and
hold harmless the Vendor from and against all claims, actions, suits, losses,
costs, damages, expenses and liabilities, including reasonable legal fees,
directly or indirectly suffered by the Vendor, as a result of or relating in any
manner whatsoever to:
(a) any breach of or any non-fulfilment of any agreement or covenant of
the Purchaser contained in this Agreement or instrument executed and
delivered pursuant to this Agreement; or
(b) any breach of, or any inaccuracy in, any of the representations or
warranties made by the Purchaser under this Agreement or any other
agreement or instrument executed and delivered pursuant to this
Agreement.
and any such indemnification payment shall represent an adjustment of the
Purchase Price.
ARTICLE 8
GENERAL
8.1 EXPENSES. Each party shall be responsible for its own legal and other
charges incurred in connection with the preparation of this Agreement and all
negotiations between the parties.
8.2 FURTHER ASSURANCES. Each of the parties hereto from time to time at the
request and expense of any other party hereto and without further consideration,
shall execute and deliver such other instruments of transfer, conveyance and
assignment and take such further action as the other party may require to more
effectively complete any matter provided for herein.
8.3 AMENDMENTS AND WAIVER. No modifications of or amendments to this
Agreement shall be valid or binding unless set forth in writing and duly
executed by all the parties hereto and no waiver of any breach of any term or
provision to this Agreement shall be effective or binding unless made in writing
and signed by the party purporting to give the same and, unless otherwise
provided, shall be limited to the specific breach waived.
8.4 TIME OF ESSENCE. Time shall be of the essence of this Agreement in all
respects.
8.5 SEVERABILITY. Any provision of this Agreement which is prohibited or
unenforceable in whole or in part shall not be deemed to affect or impair the
validity of any other provision hereof and the provisions hereof are declared to
be separate and distinct.
8.6 NOTICES. Any notice required or permitted to be given hereunder shall be
in writing and shall be effectively given if (i) delivered personally, (ii) sent
by prepaid courier service addressed, or (iii) sent prepaid by fax or similar
means of electronic communication in each case to the applicable address set out
below:
if to the Vendor, to:
Oleg Feldgajer
175 Columbia Street West
Suite 203
Waterloo, Ontario
N2L 5Z5
with a copy to:
Shuh, Cline & Grossman
17 Weber Street West
Kitchener, Ontario
N2H 3Y9
Attention: Mark S. Grossman
Facsimile: (519) 575-1590
if to the Purchaser, to:
VoiceIQ Inc.
240 Riviera Drive
Markham, Ontario
L3R 5M1
Attention: The President
Facsimile: (905) 948-8276
with a copy to:
Blake, Cassels & Graydon LLP
Box 25, Commerce Court West
Toronto, Ontario
M5L 1A9
Attention: Mr. Robert A. Bondy
Facsimile: (416) 863-2653
Any notice so given shall be deemed conclusively to have been given and received
on the delivery if delivered, or on the day of faxing or sending by other means
of electronic communication, or on the second Business Day following the sending
thereof by private courier. Any party hereto may change any particulars of its
address for notice by notice to the others in the manner aforesaid.
8.7 SUCCESSORS AND ASSIGNS. This Agreement shall enure to the benefit of and
be binding upon the parties hereto and their respective heirs, executors,
administrators, successors and permitted assigns.
8.8 COUNTERPARTS. This Agreement may be executed in one or more counterparts
each of which when so executed shall be deemed to be an original and such
counterparts together shall constitute but one and the same instrument.
8.9 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and the laws of Canada
applicable therein. The parties hereto irrevocably agree to attorn to the laws
of Ontario and the non-exclusive jurisdiction of the courts of Ontario.
IN WITNESS WHEREOF this Agreement has been executed by the parties
hereto.
(Signed) "Oleg Feldgajer"
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OLEG FELDGAJER
VOICEIQ INC.
By: (Signed) "Terry Graham"
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