Exhibit 10.5 Acquisition Agreement dated June 14, 2000
ACQUISITION AGREEMENT
This Agreement is made as of 14th day of June, 2000 and among Wolf Industries
Inc., a Nevada corporation (hereinafter referred to as "Wolf"), Interactive
Travel Systems Media Group, Inc., a Nevada corporation (hereinafter referred to
as "TPI") and the Shareholder of TPI.
WHEREAS TPI and its management are experienced in the fields of advertising in
the travel and tourism industry and in providing tourism related businesses with
comprehensive technology marketing programs utilizing computer software, related
services and equipment.
AND WHEREAS the parties wish to enter into a mutually beneficial contractual
relationship, and to set forth the terms of their relationship.
Now, therefore, for and in consideration of the mutual covenants and agreements
hereinafter set forth and the mutual benefits to the parties to be derived here
from, it is hereby agreed as follows:
ARTICLE 1
REPRESENTATIONS, COVENANTS AND WARRANTIES OF WOLF
As an inducement to, and to obtain the reliance of TPI, Wolf represents and
warrants as follows:
1.1 ORGANIZATION, GOOD STANDING, POWER, ETC. Wolf (i) is a corporation duly
organized, validly existing and in good standing under the law of the State of
Nevada; (ii) is qualified or authorized to do business as foreign corporations
and are in good standing in all jurisdictions in which qualified or
authorization may be required; and (iii) has all requisite corporate power and
authority, licenses and permits to own or lease and operate their properties and
carry on their business as presently being conducted, and to execute, deliver
and perform this Agreement and consummate the transactions contemplated hereby.
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1.2 CAPITALIZATION. The authorized capital stock of Wolf consists solely of
200,000,000 shares of Common Stock, $0.001 par value (the "Wolf Common Stock"),
of which on the date hereof 11,470,218 shares are issued and outstanding and no
shares are held in the treasury of Wolf.
1.3 AUTHORIZATION OF AGREEMENT. This Agreement has been or will be at Closing
duly and validly authorized, executed and delivered by Wolf.
1.4 COMPLIANCE WITH APPLICABLE LAWS. The conduct of Wolf or their business does
not violate or infringe on any domestic (federal, state or local) or foreign
law, statute, ordinance or regulation now in effect, or to the knowledge of Wolf
proposed to be adopted, the enforcement of which would materially and adversely
affects its business or the value of its properties or assets.
1.5 COMPLIANCE WITH SECURITIES LAWS. Wolf has filed all reports, registration
statements and filings that it was required to file with the Securities and
Exchange Commission under the 1933 Act and the 1934 Exchange Act. As of their
respective dates, each such report, registration statement, form or other
document, including without limitation, any financial statements or schedules
included therein, did not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein. Wolf has made all
filings required to be made pursuant to Federal and State securities laws.
1.6 FINANCIAL STATEMENTS. Wolf has delivered or will deliver within 90 days of
Closing to TPI audited financial statements for the fiscal year ended December
31, 1999. Since December 31, 1999, there has not been any material adverse
change in the financial position, assets, liabilities, results of operations,
business, prospects or condition, financial or otherwise, of Wolf or any damage,
loss or other change in circumstances materially affecting the business, assets
or trading status of Wolf or its right or capacity to carry on business before
or after Closing. Since December 31, 1999:
(a) Wolf has not waived or surrendered any right of material value;
(b) The business of Wolf has been conducted in the ordinary course; and
(c) Wolf has not guaranteed, or agreed to guarantee, any debt, liability
or other obligation of any person, firm or corporation.
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1.7 THIRD PARTY CLAIMS. There are no outstanding orders, judgments, injunctions,
awards or decrees of any court, arbitrator or governmental or regulatory body
involving Wolf. No suit, action or legal, administrative, arbitration or other
proceeding or reasonable basis therefor, or, to the best of Wolf's knowledge, no
investigation by any governmental agency, pertaining to Wolf or its assets is
pending or has been threatened against Wolf which could adversely affect the
financial condition or prospects of Wolf or the conduct of the business thereof
or any of Wolf's assets or materially adversely affect the ability of Wolf to
consummate the transaction contemplated by this Agreement.
1.8 TAX RETURNS. Wolf will file with the appropriate government agencies all tax
or information returns and tax reports required to be filed.
1.9 TAX PAYMENTS. No federal, state, municipal, foreign, sales, property or
excise or other taxes are outstanding by Wolf.
ARTICLE 2
REPRESENTATIONS, COVENANTS AND WARRANTIES OF TPI
As an inducement, and to obtain the reliance of Wolf, TPI represents and
warrants as follows:
2.1 ORGANIZATION, GOOD STANDING, POWER, ETC. TPI (i) is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada and (ii) has all requisite corporate power and authority, licenses,
permits and franchises to own or lease and operate its properties and carry on
its business as presently being conducted and to execute, deliver and perform
this Agreement and consummate the transactions contemplated hereby.
2.2 CERTIFICATE OF INCORPORATION AND BYLAWS. Upon execution of this Agreement by
all parties, TPI will furnish to Wolf's representatives a complete and correct
copy of (i) TPI's Certificate of Incorporation, as amended to date; and (ii)
TPI's Bylaws, as amended to date. TPI's Certificate of Incorporation and Bylaws
are in full force and effect, and TPI is not in violation of any of the
provisions thereof.
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2.3 CAPITALIZATION. By Closing the authorized capital stock of TPI will consist
solely of 25,000 Common Shares with a par value of $0.01 per share. As of the
date of Closing all 10,000 shares of Common Stock will be issued and outstanding
and no shares are held in the treasury of TPI. All of such issued and
outstanding shares of TPI Common Stock will have been duly authorized and
validly issued and are fully paid and non-assessable with no personal liability
attaching to the ownership thereof. The Shareholder of TPI is as follows:
Ian McMillan 10,000 Common Shares
2.4 OPTIONS, WARRANTS, RIGHTS, ETC. TPI does not have outstanding any option,
warrant or other right to purchase or convert any obligation into, any shares of
TPI Common Stock, nor any instruments or obligations to convert or create such
rights.
2.5 SUBSIDIARIES. TPI does not have any subsidiaries and does not own a
controlling interest in any capital stock of any corporation.
2.6 AUTHORIZATION OF AGREEMENT. This Agreement has been or will be at Closing
duly and validly authorized, executed and delivered by TPI.
2.7 INTELLECTUAL PROPERTIES. TPI has good and marketable title to all of its
Intellectual Properties and Assets, free and clear of all liens, mortgages,
security interests, pledges, charges, and encumbrances and that the use of its
Intellectual Property by Wolf shall not constitute an infringement of any
existing patent, copyright or other right
2.8 The Assets of TPI are as set out in Exhibit "2.8" (the "Assets") attached
hereto.
2.9 TPI has not encumbered any of the Assets.
2.10 ACKNOWLEDGEMENT OF UNDERTAKING. TPI will execute any undertakings which may
be required by applicable securities laws.
2.11 CURRENT IN ALL PAYMENTS. TPI is in good standing with respect to all of its
Assets and has not engaged in any transaction or made any disbursement or
assumed or incurred any liability or obligation or made any commitment
(including, without limitation, any forward purchase commitment or similar
obligation) to make any expenditure which might, to the knowledge of TPI,
materially affect the Assets or the business of TPI.
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2.12 EXPLOITATION RIGHTS. TPI has not granted rights to exploit any of the
Assets, to any other person and is not bound by any agreement that affects TPI's
exclusive right to exploit and market the Assets.
2.13 FINANCIAL STATEMENTS. TPI has delivered or will deliver within 60 days of
Closing, to Wolf audited financial statements from inception through June 30,
2000. These financial statements have been prepared in accordance with generally
accepted accounting principles applied on a basis consistent with that of prior
years or periods, are correct and complete and fairly present the financial
position and results of operations of TPI as of the date thereof and for the
periods indicated in such statements. The Balance sheets of TPI included in the
statements make full and adequate provisions for all obligations, liabilities or
commitments (fixed and contingent) of TPI as of their respective dates. As of
the date of such financial statements, TPI has no obligations, liabilities or
commitments (fixed and contingent) not required to be reserved against in the
foregoing financial statements or disclosed in the notes thereto in accordance
with generally accepted accounting principles, except the transactions
contemplated by this Agreement.
2.14 The indebtedness and/or outstanding obligations or liabilities of TPI do
not exceed an aggregate sum of (Cdn.)$80,000.00, which will be itemized as a
schedule to the financial statements of TPI as at June 30, 2000.
2.15 MATERIAL CONTRACTS. There has not occurred any default by TPI or any event
which with the lapse of time or the election of any person other than TPI, or
any combination thereof, will become a default, except defaults, if any, which
will not result in any material loss to or liability of TPI.
2.16 PERMITS, LICENSES, ETC. TPI has all permits, licenses, orders and approvals
of Canadian, and United States, provincial, state, local or foreign governmental
or regulatory bodies that are required in order to hold its Intellectual
Property and permit it to carry on its business as presently conducted.
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2.17 COMPLIANCE WITH APPLICABLE LAWS. The conduct by TPI of its business does
not violate or infringe upon any domestic (federal, state or local) or foreign
law, statute, ordinance or regulation now in effect, or, to the knowledge of
TPI, proposed to be adopted, the enforcement of which would materially and
adversely affect its business or the value of its properties or assets.
2.18 LITIGATION. There is no material claim, action, suit, proceeding,
arbitration, investigation or inquiry pending before any federal, state,
municipal, foreign or other court or governmental or administrative body or
agency, or any private arbitration tribunal, or to the knowledge of TPI
threatened, against, relating to or affecting TPI or any of its properties or
business, or the transactions contemplated by this Agreement; nor to the
knowledge of TPI is there any basis for any such material claim, action, suit,
proceeding, arbitration, investigation or inquiry which may have any adverse
effect upon the assets, properties or business of TPI, or the transactions
contemplated by this Agreement. Neither TPI nor any officer, director, partner
or employee of TPI, has been permanently or temporarily enjoined by order,
judgment or decree of any court or other tribunal or any agency from engaging in
or continuing any conduct or practice in connection with the business engaged in
by TPI. There is not in existence at present any order, judgment or decree of
any court or other tribunal or any agency enjoining or requiring TPI to take any
material action of any kind or to which TPI or its respective business,
properties or assets are subject or bound. TPI is not in default under any
order, license, regulation or demand of any federal, state or municipal or other
governmental agency or with respect to any order, writ, injunction or decree of
any court which would have a materially adverse impact upon TPI's operations or
affairs.
2.19 OTHER INFORMATION. None of the information and documents which have been
furnished or made available by TPI or any of its representatives to Wolf or any
of their representatives in connection with the transactions contemplated by
this Agreement is materially false or misleading or contains any material
misstatements of fact or omits any material fact necessary to be stated in order
to make the statements therein not misleading.
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2.20 INVESTMENT REPRESENTATION. The TPI shareholder is acquiring the warrants
and the shares of Wolf Common Stock issuable thereunder for his own account and
agrees not to distribute such Shares within the meaning of the Securities Act of
1933 (the 1933 Act) unless an appropriate registration statement has been filed
with the SEC or unless an exemption from registration under the 1933 Act is
available according to opinion of counsel acceptable to Wolf. Upon exercise of
the Warrant, each certificate for shares shall be stamped or otherwise imprinted
with the following or a substantially similar legend:
"The shares represented by this certificate have not been registered
under the Securities Act of 1933 (the "Act") nor any state securities
laws. These shares may not be offered for sale, sold or otherwise
transferred except pursuant to an effective registration statement
under the Act or pursuant to an opinion of counsel acceptable to Wolf
Industries Inc. that an exemption from such registration is
available."
By execution of this Agreement the TPI shareholder represents that he has
sufficient investment sophistication and ability to take the financial risk
associated with this transaction and those representations contained in this
Section 2.20, which meet the standards for availability of an exemption from the
registration requirements of the 1933 Act and from the registration and/or
qualification requirements of any other applicable securities law.
2.21 CONFIDENTIALITY OF WOLF/TPI TRADE SECRETS. The TPI Shareholder acknowledges
that the Intellectual Property and other confidential information relating to
the business of Wolf and TPI including but not limited to customers, customer
lists, suppliers, computer programs and data, competition, marketing strategy,
sales information, financial information, costs, pricing data and profits are
"Wolf/TPI Trade Secrets" and constitute valuable property rights of Wolf and
TPI. The TPI Shareholder agrees that so long as he is retained by Wolf or any of
its subsidiaries, or following termination of providing consulting services and
for all times thereafter, he will keep secret and confidential all Wolf/TPI
Trade Secrets which he knows or may hereafter come to know as a result of his
relationship with Wolf and TPI and any subsequent business relationship with
Wolf and TPI, if any. The Wolf and TPI Trade Secrets shall not be disclosed by
any TPI Shareholder to third parties and shall be kept secret and confidential
except (i) to the extent that the same have entered into the public domain by
means other than improper actions by the TPI Shareholder or (ii) to the extent
that the disclosure thereof may be required pursuant to the order of any court
or other governmental body.
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2.22 NON-COMPETITION. For a period of one year commencing on the later of the
date of Closing or the date on which the TPI Shareholder signs below is
terminated as a consultant of TPI or Wolf, the TPI Shareholder signing below
shall not, anywhere in the world, directly or indirectly, own, manage, operate,
or participate in the ownership, management, operation or control of, or be an
employee or a consultant to, any business, firm, corporation or entity which is
conducting any business which competes with the business of Wolf or TPI. In
addition and for the same one year time period, each TPI Shareholder, in the
event of termination as a consultant, shall not solicit, directly or indirectly,
for their account or for the account of others, orders for merchandise, products
or services of a kind and nature like or similar to merchandise, products and
services sold by Wolf or TPI from any person or entity which was a customer of
Wolf or TPI or which Wolf or TPI were actively soliciting to be a customer
during the 12 month period immediately preceding the date of termination; nor
shall any TPI Shareholder, in the event of termination as a or consultant to TPI
or Wolf, at any time, directly or indirectly, urge any customer or potential
customer of Wolf or TPI to discontinue, in whole or in part, business, or not to
do business with Wolf or TPI.
2.23 RIGHT TO INJUNCTIVE RELIEF. It is understood and recognized by TPI and the
Shareholder that in the event of any violation by the TPI Shareholder of the
provisions of this Agreement, Wolf's and TPI's remedies at law will be
inadequate and Wolf and TPI will suffer irreparable injury. Accordingly, the TPI
Shareholder consents to injunctive and other appropriate equitable relief upon
the institution of legal proceedings therefore by Wolf or TPI in order to
protect the Wolf/TPI Trade Secrets. Such relief shall be in addition to any
other relief to which Wolf and TPI may be entitled at law or in equity.
ARTICLE 3
PLAN OF EXCHANGE
3.1 THE EXCHANGE. The issued and outstanding shares of common stock of TPI shall
be converted into warrants to acquire shares of Wolf Common Stock as follows:
(a) The shares of TPI Common Stock outstanding on the Closing Date shall
be converted into five year net exercise warrants to acquire 3,000,000
shares of Wolf Common Stock for USD$0.27 per Share in the Form
attached hereto as Exhibit "3.1" (the "Warrants") in the amounts set
forth by the name of the TPI Shareholder ("Ian McMillan") signing
below;
(b) At the Closing the holder of the outstanding certificates which prior
thereto represented 10,000 shares of TPI Common Stock shall surrender
said certificates and receive in exchange therefore Warrants to
acquire 3,000,000 shares of Wolf Common Stock;
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(c) The number of share purchase Warrants shown below shall vest according
to the following schedule, provided that Ian McMillan remains retained
as a consultant by Wolf or any of its subsidiaries. Should Ian
McMillan cease providing such services, the number of vested Warrants
earned shall revert to the cumulative total as at the date of vesting
prior to his termination as a consultant and his right to exercise the
unvested share purchase Warrants shall immediately expire:
Date of Number of Warrants
Vesting Vested
--------------- -----------------
July 1, 2000 500,000
January 1, 2001 150,000
July 1, 2001 600,000
January 1, 2002 150,000
July 1, 2002 750,000
January 1, 2003 400,000
July 1, 2003 450,000
(d) Once the share purchase Warrants are vested, they may be exercised in
the future, subject to the following exercise schedule:
Maximum
Number of Warrants
Exercise Date Available for Exercise
---------------- -----------------------
June 30, 2001 600,000
June 20, 2002 600,000
June 30, 2003 600,000
June 30, 2004 600,000
June 30, 2005 600,000
(e) Once the share purchase Warrants are exercisable they shall be subject
to vesting as to the right of the Shareholder of TPI to receive the
benefit of the share purchase Warrants. The vesting shall be subject
to the indemnity of the Shareholder of TPI granted in Article 4
herein.
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(f) In the event the shareholder of TPI terminates his services to Wolf or
any of its subsidiaries, the right to exercise the share purchase
Warrants which vest after the date of such termination shall
immediately expire.
3.2 CLOSING. The Closing of the transactions contemplated by this Agreement
shall take place on such date as may be agreed upon by the parties, but no later
than July 7, 2000 (herein called the "Closing Date"), at the offices of Wolf or
such other time and location as the parties may mutually agree.
3.3 CLOSING EVENTS. At the Closing, each of the respective parties hereto shall
execute, acknowledge, and deliver (or shall cause to be executed, acknowledged
and delivered) any agreements, resolutions, or other instruments required by
this Agreement to be so delivered at or prior to the Closing, together with such
other items as may be reasonably requested by the parties hereto and their
respective legal counsel in order to effectuate or evidence the transaction
contemplated hereby.
3.4 APPOINTMENT TO THE BOARD OF DIRECTORS OF WOLF. Effective on the Closing Date
of this transaction, the Board of Directors of Wolf shall appoint Ian McMillan
and one further representative of TPI to the Board of Directors of Wolf. It is
agreed that the Board of Directors of Wolf shall consist of no more than five
Directors.
ARTICLE 4
COVENANT OF INDEMNITY
4.1 COVENANT OF INDEMNITY. TPI and the Shareholder of TPI will jointly and
severally indemnify and hold harmless Wolf from and against:
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(a) all debts, liabilities, indebtedness, contracts, or commitments
whatsoever, of TPI, whether accrued, absolute, contingent or
otherwise, existing at the time of Closing which exceed the aggregate
sum of (Cdn.)$80,000.00;
(b) any and all damage or deficiencies resulting from any
misrepresentation, breach of warranty or non-fulfilment of any
covenant on the part of TPI under this Agreement or from any
misrepresentation in or omission from any certificate or other
instrument furnished or to be furnished to Wolf under this Agreement;
(c) any and all actions, suits, proceedings, demands, assessments,
judgments, costs and legal (on a Solicitor and our client basis) and
other expenses incidental to any of the foregoing; and
(d) If under this Agreement Wolf becomes obligated to pay any sum of money
to any third party as a result of any of the foregoing, then such sum
may at the election of Wolf, and without limiting or waiving any right
or remedy for Wolf under this Agreement or otherwise at law, be
set-off against and shall apply to any sum of money, or other
consideration owed by Wolf to TPI or its Shareholder until such amount
has been completely set-off.
ARTICLE 5
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARTIES
5.1 TPI'S CLOSING CONDITIONS. The obligations of TPI hereunder are subject to
fulfilment prior to the closing of each of the following conditions:
(a) CLOSING DATE. The transactions contemplated by this Agreement shall be
closed on or before July 7, 2000.
(b) REPRESENTATIONS AND WARRANTIES. The representations and warranties of
Wolf made pursuant to Article 1 above, shall be true and accurate in
all material respects as of the Closing Date.
(c) PERFORMANCE. Wolf shall have performed and complied with all
agreements and conditions required by this Agreement to be performed
or complied with by it prior to or at the Closing.
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5.2 WOLF'S CLOSING CONDITIONS. The obligations of Wolf hereunder are subject to
fulfilment prior to or at the Closing of each of the following conditions:
(a) CLOSING DATE. The transactions contemplated by this Agreement shall be
closed on or before July 7, 2000.
(b) REPRESENTATIONS AND WARRANTIES. The representations and warranties of
TPI made pursuant to Article 2 above, shall be true and accurate in
all material respects as of the Closing Date.
(c) PERFORMANCE. TPI shall have performed and complied with all agreements
and conditions required by this Agreement to be performed or complied
with by it prior to or at the Closing.
(d) OPINION OF TPI's COUNSEL. TPI shall have delivered to Wolf, an opinion
of their legal counsel, Gregory S. Yanke, Attorney at Law,
respectively, dated the Closing Date to the effect that: (i) TPI is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada, has all requisite power to
carry on its business as now being conducted and to execute, deliver
and perform this Agreement and to perform its obligations; (ii) TPI is
duly qualified to do business and is in good standing in each
jurisdiction in which the nature of the business conducted by it or
the property owned, operated or leased by it makes such qualification
necessary; (iii) this Agreement has been duly authorized by all
necessary corporate action on the part of TPI, has been duly executed
and delivered by TPI and constitutes the legal, valid and binding
obligation of TPI, enforceable in accordance with its terms except as
enforceability thereof may be limited by the insolvency or other laws
affecting the rights of creditors and the enforcement of remedies;
(iv) neither the execution, delivery and performance by TPI of this
Agreement, nor compliance by TPI with the terms and provisions hereof,
will conflict with, or result in a breach of the terms, conditions or
provisions of, or will constitute a default under the Articles of
Incorporation or Bylaws of TPI or any agreement or instrument known to
such counsel to which TPI is a party or by which TPI or any of its
properties or assets are bound; (v) there are no actions, suits or
proceedings pending or, to the knowledge of such counsel, threatened
against TPI before any court or administrative agency, which, in the
opinion of such counsel, if adversely decided, will have any material
adverse effect on the business or financial condition of TPI or which
questions the validity of this Agreement.
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(e) NO ADVERSE CHANGES. There shall not have been, since the date of the
latest audited financial statements of TPI, any materially adverse
change in TPI's financial condition, assets, liabilities or business.
(f) TERMS OF MANAGEMENT. Ian McMillan shall agree, in writing, to the
terms of management and consulting services as set forth in Exhibit
"5.2" attached hereto.
ARTICLE 6
MISCELLANEOUS
6.1 EXPENSES AND FURTHER ASSURANCES. The parties hereto shall each bear their
respective costs and expenses incurred in connection with the transactions
contemplated by this Agreement. Each party hereto will use its best efforts to
provide any and all additional information, execute and deliver any and all
documents or other written material and perform any and all acts necessary to
carry-out the intent of this Agreement.
6.2 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. All of the
representations, warranties and covenants made as of the date of this Agreement
and as of Closing, shall survive the closing of this transaction.
6.3 SUCCESSORS AND ASSIGNS. All representations, warranties, covenants and
agreements in this Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, representatives,
successors and assigns whether so expressed or not.
6.4 GOVERNING LAW. This Agreement is to be governed by and interpreted under the
laws of the State of Nevada, without giving effect to the principles of
conflicts of laws thereof. Any action to enforce the terms and conditions of
this Agreement shall be brought in civil courts in and for the Province of
British Columbia.
6.5 SECTION AND OTHER HEADINGS. The section and other headings herein contained
are for convenience only and shall be not construed as part of this Agreement.
6.6 COUNTERPARTS. This Agreement may be executed in any number of counterparts
and each counterpart shall constitute an original instrument, but all such
separate counterparts shall constitute but one and the same instrument. This
Agreement may be delivered by any of the parties utilizing facsimile
transmission facilities.
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6.7 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties hereto and supersedes all prior agreements, understandings and
arrangements, oral or written, between the parties hereto with respect to the
subject matter hereof. This Agreement may not be amended or modified, except by
a written agreement signed by all parties hereto.
6.8 SEVERABILITY. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffectual
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction.
6.9 CONFIDENTIALITY. Each party hereto agrees with the other parties that,
unless and until this Agreement has been consummated, or for a period of one (1)
year from the date of this Agreement if the transaction contemplated by this
Agreement is not consummated it and its representatives will hold in strict
confidence all data and information obtained with respect to the other party
from any representative, Officer, Director or employee, or from any books or
records or from personal inspection, of such other party, and shall not use such
data or information or disclose the same to others, except: (i) to the extent
such data or information has theretofore been publicly disclosed, is a matter of
public knowledge or is required by law to be publicly disclosed; and (ii) to the
extent that such data or information must be used or disclosed in order to
consummate the transactions contemplated by this Agreement.
6.10 FINDERS FEES. A finders fee in the amount of a five year net exercise
warrant to acquire 150,000 shares of Wolf Common Stock for USD$0.27 per share in
the Form attached hereto as Exhibit 6.10 shall be issued by Wolf to Eastview
Capital Inc., in connection with this Agreement. In addition, a finders fee in
the amount of a five year net exercise Warrant to acquire 150,000 shares of Wolf
Common Stock for USD$0.27 per share in the Form attached hereto as Exhibit 6.10
shall be issued by Wolf to Canasia Data Corp., in connection with this
Agreement. Such Finders shall be required to execute an Investment
Representation Letter acknowledging that they are acquiring the Warrants and the
shares issuable thereunder for their own account and agree not to distribute
such shares within the meaning of the Securities Act of 1933 (the 1993 Act)
unless an appropriate registration statement has been filed with the SEC or
unless an exemption from registration under the 1933 Act is available according
to opinion of counsel for Wolf. Upon exercise of the Warrants, each certificate
for shares shall be stamped or otherwise imprinted with the following or a
substantially similar legend:
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"The shares represented by this certificate have not been registered
under the Securities Act of 1933 (the "Act") nor any state securities
laws. These shares may not be offered for sale, sold or otherwise
transferred except pursuant to an effective registration statement
under the Act or pursuant to an opinion of counsel acceptable to Wolf
Industries Inc. that an exemption from such registration is available."
IN WITNESS WHEREOF, the corporation parties hereto have caused this Agreement to
be executed by their respective Officers, hereunto duly authorized, as of the
date first above written.
Wolf Industries Inc. Travelport Media Inc.
/s/ David Smith /s/ Ian McMillan
- ------------------------ -----------------------
David Smith, Director Ian McMillan, President