EXHIBIT 10.8
SHARE EXCHANGE AGREEMENT
SHARE EXCHANGE AGREEMENT (this "Agreement"), dated July __, 2005, by and
between Akid Corporation ("Akid"), a Colorado corporation having an address at
34 West 33rd Street, New York, NY 10001, and Halcyon SA ("Halcyon"), an
individual having an address at 750 Broad Street, Shrewsbury, NJ 07702.
W I T N E S S E T H :
WHEREAS, Mazal Plant Pharmaceuticals, Inc. ("Mazal"), a Delaware
corporation, is a subsidiary of Akid;
WHEREAS, pursuant to a Subscription Agreement dated April 6, 2005, Halcyon
purchased Fifty Thousand (50,000) shares of the common stock of Mazal (the
"Mazal Shares");
WHEREAS, the parties hereto desire that Halcyon exchange the Mazal Shares
for Fifty Thousand (50,000) shares of the common stock of Akid (the "Exchange
Shares") in accordance with the terms hereof;
NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, and intending to be
legally bound hereby, the parties agree as follows:
1. Share Exchange. Subject to the terms and conditions stated herein, at the
Closing, (a) Halcyon shall assign, transfer, convey, and deliver to Akid, and
Akid shall accept and acquire, the Mazal Shares and any and all rights in such
shares to which it is entitled, and by doing so will be deemed to have assigned
all of its right, title and interest in and to all such Mazal Shares to Akid,
and (b) Akid shall issue to Halcyon, and Halcyon shall accept and acquire from
Akid, the Exchange Shares (collectively, the "Exchange"). If one or more stock
certificates representing the Mazal Shares has been issued, such conveyance of
the Mazal Shares shall be evidenced by such stock certificate(s), duly endorsed
in blank or accompanied by stock powers duly executed in blank, or other
instruments of transfer in form and substance reasonably satisfactory to Akid.
2. The Closing. The closing (the "Closing") of the transactions contemplated
hereunder shall take place simultaneously with the execution of this Agreement
at such place as the parties may agree.
3. Representations and Warranties; Indemnification.
3.1 Representations and Warranties of Halcyon. As an inducement to Akid to
enter into this Agreement and to consummate the transactions contemplated
herein, Halcyon represents and warrants to Akid as follows:
(a) Authority. (1) Halcyon has the requisite corporate power and authority
to enter into and perform its obligations under this Agreement; (2) the
execution and delivery of this Agreement by Halcyon and the consummation by it
of the transactions contemplated hereby and thereby have been duly authorized by
all necessary corporate action and no further consent or authorization of
Halcyon or its Board of Directors or stockholders is required; and (3) this
Agreement has been duly executed and delivered by Halcyon and constitutes a
valid and binding obligation of Halcyon enforceable against Halcyon in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, or similar laws relating to, or affecting
generally the enforcement of, creditors' rights and remedies or by other
equitable principles of general application.
(b) Ownership. Halcyon is the sole record and beneficial owner of the
Mazal Shares, has good and marketable title to the Mazal Shares, free and clear
of all Encumbrances (hereafter defined), and has full legal right and power to
sell, transfer and deliver the Mazal Shares to Akid in accordance with this
Agreement. "Encumbrances" means any liens, pledges, hypothecations, charges,
adverse claims, options, preferential arrangements or restrictions of any kind,
including, without limitation, any restriction of the use, voting, transfer,
receipt of income or other exercise of any attributes of ownership, other than
as provided under applicable securities laws. Upon the execution and delivery of
this Agreement, Akid will receive good and marketable title to the Mazal Shares,
free and clear of all Encumbrances. There are no stockholders' agreements,
voting trust, proxies, options, rights of first refusal or any other agreements
or understandings with respect to the Mazal Shares.
(c) No Conflict. None of the execution, delivery, or performance of this
Agreement, and the consummation of the transactions contemplated hereby,
conflicts or will conflict with, or (with or without notice or lapse of time, or
both) result in a termination, breach or violation of (i) any instrument,
contract or agreement to which Halcyon is a party or by which it is bound, or to
which the Mazal Shares are subject; or (ii) any federal, state, local or foreign
law, ordinance, judgment, decree, order, statute, or regulation, or that of any
other governmental body or authority, applicable to Halcyon or the Mazal Shares.
(d) No Consent. No consent, approval, authorization or order of, or any
filing or declaration with any governmental authority or any other person is
required for the consummation by the Halcyon of any of the transactions on its
part contemplated under this Agreement.
(e) Own Account. Halcyon is acquiring the Exchange Shares for its own
account as principal, not as a nominee or agent, for investment purposes only,
and not with a view to, or for, resale, distribution or fractionalization
thereof in whole or in part and no other person has a direct or indirect
beneficial interest in such Exchange Shares or any portion thereof. Further,
Halcyon does not have any contract, undertaking, agreement or arrangement with
any person to sell, transfer or grant participations to such person or to any
third person, with respect to the Exchange Shares.
(f) No Advertisement. Halcyon is not acquiring the Exchange Shares as a
result of or subsequent to any advertisement, article, notice or other
communication published in any newspaper, magazine or similar media or broadcast
over television or radio, or presented at any seminar or meeting, or any
solicitation of a subscription by person previously not known to Halcyon in
connection with investment securities generally.
(g) No Obligation to Register. Halcyon understands that, except as set
forth herein, Akid is under no obligation to register the Exchange Shares under
the Securities Act of 1933, as amended (the "Act"), or to assist Halcyon in
complying with the Act or the securities laws of any state of the United States
or of any foreign jurisdiction.
(h) Experience. Halcyon is (1) experienced in making investments of the
kind described in this Agreement and the related documents, (2) able, by reason
of the business and financial experience of its officers (if an entity) and
professional advisors (who are not affiliated with or compensated in any way by
Akid or any of its affiliates or selling agents), to protect its own interests
in connection with the transactions described in this Agreement, and the related
documents, and (3) able to afford the entire loss of its investment in the
Exchange Shares.
(i) Exemption from Registration. Halcyon acknowledges its understanding
that the offering and sale Exchange Shares is intended to be exempt from
registration under the Act. In furtherance thereof, in addition to the other
representations and warranties of Halcyon made herein, Halcyon further
represents and warrants to and agrees with the Company and its affiliates as
follows:
(1) Halcyon realizes that the basis for the exemption may not be
present if, notwithstanding such representations, Halcyon has in mind merely
acquiring the Exchange Shares for a fixed or determinable period in the future,
or for a market rise, or for sale if the market does not rise. Halcyon does not
have any such intention;
(2) Halcyon has the financial ability to bear the economic risk of
its investment, has adequate means for providing for its current needs and
personal contingencies and has no need for liquidity with respect to its
investment in Akid; and
(3) Halcyon has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of the
prospective investment in the Exchange Shares; and
(4) Halcyon has been provided an opportunity for a reasonable period
of time prior to the date hereof to obtain additional information concerning the
offering of the Exchange Shares, Akid and all other information to the extent
Akid possesses such information or can acquire it without unreasonable effort or
expense.
(5) Halcyon has carefully reviewed all of Akid's filings under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(j) Compliance with Local Laws. Any resale of the Exchange Shares during
the `distribution compliance period' as defined in Rule 902(f) to Regulation S
promulgated under the Act ("Regulation S") shall only be made in compliance with
exemptions from registration afforded by Regulation S. Further, any such sale of
the Exchange Shares in any jurisdiction outside of the United States will be
made in compliance with the securities laws of such jurisdiction. Halcyon will
not offer to sell or sell the Exchange Shares in any jurisdiction unless Halcyon
obtains all required consents, if any.
(k) Regulation S Exemption. Halcyon understands that the Exchange Shares
are being offered and sold to him in reliance on an exemption from the
registration requirements of United States federal and state securities laws
under Regulation S promulgated under the Act and that Akid is relying upon the
truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of Halcyon set forth herein in order to
determine the applicability of such exemptions and the suitability of Halcyon to
acquire the Exchange Shares. In this regard, Halcyon represents, warrants and
agrees that:
(1) Halcyon is not a U.S. Person (as defined below) and is an
affiliate (as defined in Rule 501(b) under the Act) of Akid and is not acquiring
the Exchange Shares for the account or benefit of a U.S. Person. A U.S. Person
means any one of the following:
(A) any natural person resident in the United States of
America;
(B) any partnership or corporation organized or incorporated
under the laws of the United States of America;
(C) any estate of which any executor or administrator is a
U.S. person;
(D) any trust of which any trustee is a U.S. person;
(E) any agency or branch of a foreign entity located in the
United States of America;
(F) any non-discretionary account or similar account (other
than an estate or trust) held by a dealer or other fiduciary for the benefit or
account of a U.S. person;
(G) any discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary organized, incorporated
or (if an individual) resident in the United States of America; and
(H) any partnership or corporation if:
(i) organized or incorporated under the laws of any
foreign jurisdiction; and
(ii) formed by a U.S. person principally for the purpose
of investing in securities not registered under the Act, unless it is organized
or incorporated, and owned, by accredited investors (as defined in Rule 501(a)
under the Act) who are not natural persons, estates or trusts.
(2) At the time of the origination of contact concerning this
Agreement and the date of the execution and delivery of this Agreement, Halcyon
was outside of the United States.
(3) Halcyon will not, during the period commencing on the date of
issuance of the Exchange Shares and ending on the first anniversary of such
date, or such shorter period as may be permitted by Regulation S or other
applicable securities law (the "Restricted Period"), offer, sell, pledge or
otherwise transfer the Exchange Shares in the United States, or to a U.S. Person
for the account or for the benefit of a U.S. Person, or otherwise in a manner
that is not in compliance with Regulation S.
(4) Halcyon will, after expiration of the Restricted Period, offer,
sell, pledge or otherwise transfer the Exchange Shares only pursuant to
registration under the Act or an available exemption therefrom and, in
accordance with all applicable state and foreign securities laws.
(5) Halcyon was not in the United States, engaged in, and prior to
the expiration of the Restricted Period will not engage in, any short selling of
or any hedging transaction with respect to the Exchange Shares, including
without limitation, any put, call or other option transaction, option writing or
equity swap.
(6) Neither Halcyon nor or any person acting on its behalf has
engaged, nor will engage, in any directed selling efforts to a U.S. Person with
respect to the Exchange Shares and Halcyon and any person acting on its behalf
have complied and will comply with the "offering restrictions" requirements of
Regulation S under the Act.
(7) The transactions contemplated by this Agreement have not been
pre-arranged with a buyer located in the United States or with a U.S. Person,
and are not part of a plan or scheme to evade the registration requirements of
the Act.
(8) Neither Halcyon nor any person acting on its behalf has
undertaken or carried out any activity for the purpose of, or that could
reasonably be expected to have the effect of, conditioning the market in the
United States, its territories or possessions, for any of the Exchange Shares.
Halcyon agrees not to cause any advertisement of the Exchange Shares to be
published in any newspaper or periodical or posted in any public place and not
to issue any circular relating to the Exchange Shares, except such
advertisements that include the statements required by Regulation S under the
Act, and only offshore and not in the U.S. or its territories, and only in
compliance with any local applicable securities laws.
(9) Each certificate representing the Exchange Shares shall be
endorsed with the following legends, in addition to any other legend required to
be placed thereon by applicable federal or state securities laws:
(A) "THE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT
U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS
AMENDED ("THE SECURITIES ACT")) AND WITHOUT REGISTRATION WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON
REGULATION S PROMULGATED UNDER THE SECURITIES ACT."
(B) "TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER
THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION.
HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
SECURITIES ACT."
(10) Halcyon consents to Akid making a notation on its records or
giving instructions to any transfer agent of Akid in order to implement the
restrictions on transfer of the Exchange Shares.
(l) Accredited Investor. Halcyon is an "accredited investor" as that term
is defined in Rule 501 of the General Rules and Regulations under the Act by
reason of Rule 501(a)(3).
(m) Risk. Halcyon understands that an investment in the Exchange Shares is
a speculative investment which involves a high degree of risk and the potential
loss of its entire investment.
(n) Net Worth. Halcyon's overall commitment to investments which are not
readily marketable is not disproportionate to Halcyon's net worth, and an
investment in the Exchange Shares will not cause such overall commitment to
become excessive.
(o) SEC Documents. Halcyon has received all documents, records, books and
other information pertaining to Halcyon's investment in Akid that has been
requested by Halcyon. Halcyon has reviewed or received copies of all reports and
other documents filed by Akid with the Securities and Exchange Commission (the
"SEC Documents").
(p) Reliance. Other than as set forth herein, Halcyon is not relying upon
any other information, representation or warranty by Akid or any officer,
director, stockholder, agent or representative of Akid in determining to invest
in the Exchange Shares. Halcyon has consulted, to the extent deemed appropriate
by Halcyon, with Halcyon's own advisers as to the financial, tax, legal and
related matters concerning an investment in the Exchange Shares and on that
basis believes that its or its investment in the Exchange Shares is suitable and
appropriate for Halcyon.
(q) No Governmental Review. Halcyon is aware that no federal or state
agency has (1) made any finding or determination as to the fairness of this
investment, (2) made any recommendation or endorsement of the Exchange Shares or
Akid, or (3) guaranteed or insured any investment in the Exchange Shares or any
investment made by Akid.
(r) Price. Halcyon understands that the price of the Exchange Shares
offered hereby bear no relation to the assets, book value or net worth of Akid
and were determined arbitrarily by Akid. Halcyon further understands that there
is a substantial risk of further dilution on its or its investment in Akid.
(s) Full Disclosure. No representation or warranty of Halcyon to Akid in
this Agreement omits to state a material fact necessary to make the statements
herein, in light of the circumstances in which they were made, not misleading.
There is no fact known to Halcyon that has specific application to the Shares
and that materially adversely affects or, as far as can be reasonably foreseen,
materially threatens the Shares that has not been set forth in this Agreement.
3.2 Representations and Warranties of Akid. As an inducement to Halcyon to
enter into this Agreement and to consummate the transactions contemplated
herein, Akid represents and warrants to Halcyon as follows:
(a) Organization of Akid. Akid is a corporation duly organized and validly
existing and in good standing under the laws of the State of Colorado, and has
all requisite power and authority to own, lease and operate its properties and
to carry on its business as now being conducted. Akid is duly qualified as a
foreign corporation to do business and is in good standing in every jurisdiction
in which the nature of the business conducted or property owned by it makes such
qualification necessary, other than those in which the failure so to qualify
would not have a material adverse effect on the business, operations,
properties, prospects or condition (financial or otherwise) of Akid.
(b) Authority. (1) Akid has the requisite corporate power and authority to
enter into and perform its obligations under this Agreement and to issue the
Exchange Shares; (2) the execution and delivery of this Agreement by Akid and
the consummation by it of the transactions contemplated hereby and thereby have
been duly authorized by all necessary corporate action and no further consent or
authorization of Akid or its Board of Directors or stockholders is required; and
(3) this Agreement has been duly executed and delivered by Akid and constitutes
a valid and binding obligation of Akid enforceable against Akid in accordance
with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws relating to, or affecting generally the
enforcement of, creditors' rights and remedies or by other equitable principles
of general application.
(c) SEC Documents. To the best of Company's knowledge, Akid has not
provided to Halcyon any information that, according to applicable law, rule or
regulation, should have been disclosed publicly prior to the date hereof by
Akid, but which has not been so disclosed. As of their respective dates, the SEC
Documents complied in all material respects with the requirements of the Act or
the Exchange Act, as the case may be, and other federal, state and local laws,
rules and regulations applicable to such SEC Documents, and none of the SEC
Documents contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. The financial statements of Akid included in the SEC Documents
comply as to form and substance in all material respects with applicable
accounting requirements and the published rules and regulations of the
Securities and Exchange Commission (the "SEC") or other applicable rules and
regulations with respect thereto. Such financial statements have been prepared
in accordance with generally accepted accounting principles applied on a
consistent basis during the periods involved (except (1) as may be otherwise
indicated in such financial statements or the notes thereto or (2) in the case
of unaudited interim statements, to the extent they may not include footnotes or
may be condensed or summary statements) and fairly present in all material
respects the financial position of Akid as of the dates thereof and the results
of operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments).
(d) Exemption from Registration; Valid Issuances. The sale and issuance of
the Exchange Shares, in accordance with the terms and on the bases of the
representations and warranties of Halcyon set forth herein, may and shall be
properly issued by Akid to Halcyon pursuant to any applicable federal or state
law. When issued and paid for as herein provided, the Exchange Shares shall be
duly and validly issued, fully paid, and nonassessable. Neither the sales of the
Exchange Shares pursuant to, nor Akid's performance of its obligations under,
this Agreement shall (1) result in the creation or imposition of any liens,
charges, claims or other encumbrances upon the Exchange Shares or any of the
assets of Akid, or (2) entitle the other holders of the Common Stock of Akid to
preemptive or other rights to subscribe to or acquire the Common Stock or other
securities of Akid. The Exchange Shares shall not subject Halcyon to personal
liability by reason of the ownership thereof.
(e) No General Solicitation or Advertising in Regard to this Transaction.
Neither Akid nor any of its affiliates nor any person acting on its or their
behalf (1) has conducted or will conduct any general solicitation (as that term
is used in Rule 502(c) of Regulation D) or general advertising with respect to
any of the Exchange Shares, or (2) made any offers or sales of any security or
solicited any offers to buy any security under any circumstances that would
require registration of the Common Stock under the Act.
(f) No Conflicts. The execution, delivery and performance of this
Agreement by Akid and the consummation by Akid of the transactions contemplated
hereby, including without limitation the issuance of the Exchange Shares, do not
and will not (1) result in a violation of the Certificate or By-Laws of Akid or
(2) conflict with, or constitute a material default (or an event that with
notice or lapse of time or both would become a material default) under, or give
to others any rights of termination, amendment, acceleration or cancellation of,
any material agreement, indenture, instrument or any "lock-up" or similar
provision of any underwriting or similar agreement to which Akid is a party, or
(3) result in a violation of any federal, state, local or foreign law, rule,
regulation, order, judgment or decree (including federal and state securities
laws and regulations)applicable to Akid or by which any property or asset of
Akid is bound or affected (except for such conflicts, defaults, terminations,
amendments, accelerations, cancellations and violations as would not,
individually or in the aggregate, have a material adverse effect on the
business, operations, properties, prospects or condition (financial or
otherwise) of Akid) nor is Akid otherwise in violation of, conflict with or in
default under any of the foregoing. The business of Akid is not being conducted
in violation of any law, ordinance or regulation of any governmental entity,
except for possible violations that either singly or in the aggregate do not and
will not have a material adverse effect on the business, operations, properties,
prospects or condition (financial or otherwise) of Akid. Akid is not required
under federal, state or local law, rule or regulation to obtain any consent,
authorization or order of, or make any filing or registration with, any court or
governmental agency in order for it to execute, deliver or perform any of its
obligations under this Agreement or issue and sell the Common Stock in
accordance with the terms hereof (other than any SEC, NASD or state securities
filings that may be required to be made by Akid subsequent to the Closing, any
registration statement that may be filed pursuant hereto, and any shareholder
approval required by the rules applicable to companies whose common stock trades
on the Over The Counter Bulletin Board); provided that, for purposes of the
representation made in this sentence, Akid is assuming and relying upon the
accuracy of the relevant representations and agreements of Halcyon herein.
(g) No Undisclosed Liabilities. Akid has no liabilities or obligations
that are material, individually or in the aggregate, and that are not disclosed
in the SEC Documents or otherwise publicly announced, other than those incurred
in the ordinary course of Akid's businesses and which, individually or in the
aggregate, do not or would not have a material adverse effect on Akid.
(h) No Undisclosed Events or Circumstances. No event or circumstance has
occurred or exists with respect to Akid or its businesses, properties,
prospects, operations or financial condition, that, under applicable law, rule
or regulation, requires public disclosure or announcement prior to the date
hereof by Akid but which has not been so publicly announced or disclosed in the
SEC Documents.
(i) Litigation and Other Proceedings. Except as may be set forth in the
SEC Documents, there are no lawsuits or proceedings pending or to the best
knowledge of Akid threatened, against Akid, nor has Akid received any written or
oral notice of any such action, suit, proceeding or investigation, which would
have a material adverse effect on the business, operations, properties,
prospects or condition (financial or otherwise) of Akid. Except as set forth in
the SEC Documents, no judgment, order, writ, injunction or decree or award has
been issued by or, so far as is known by Akid, requested of any court,
arbitrator or governmental agency which would have a material adverse effect on
the business, operations, properties, prospects or condition (financial or
otherwise) of Akid.
3.3 Indemnification. Halcyon shall indemnify and hold harmless Akid and
Akid's agents, beneficiaries, affiliates, representatives and their respective
successors and assigns from and against any and all damages, losses,
liabilities, taxes and costs and expenses (including, without limitation,
attorneys' fees and costs) resulting directly or indirectly from (a) any
inaccuracy, misrepresentation, breach of warranty or non-fulfillment of any of
the representations and warranties of Halcyon in this Agreement, or any actions,
omissions or statements of fact inconsistent with in any material respect any
such representation or warranty, (b) any failure by Halcyon to perform or comply
with any agreement, covenant or obligation in this Agreement.
4. Miscellaneous.
(a) Notices. All notices or other communications required or permitted
hereunder shall be in writing. Any notice, request, demand, claim or other
communication hereunder shall be deemed duly given (i) if by personal delivery,
when so delivered, (ii) if mailed, three (3) business days after having been
sent by registered or certified mail, return receipt requested, postage prepaid
and addressed to the intended recipient as set forth above, or (iii) if sent
through an overnight delivery service in circumstances to which such service
guarantees next day delivery, the day following being so sent to the address of
the intended recipient as first set forth above. Any party may change the
address to which notices and other communications hereunder are to be delivered
by giving the other parties notice in the manner herein set forth.
(b) Choice of Law. This Agreement shall be governed, construed and
enforced in accordance with the laws of the State of New York and the federal
laws of United States applicable therein, without giving effect to principles of
conflicts of law.
(c) Jurisdiction. The parties hereby irrevocably consent to the in
personam jurisdiction of the state or federal courts located in the State of New
York, in connection with any action or proceeding arising out of or relating to
this Agreement or the transactions and the relationships established thereunder.
The parties hereby agree that such courts shall be the venue and exclusive and
proper forum in which to adjudicate such matters and that they will not contest
or challenge the jurisdiction or venue of these courts.
(d) Entire Agreement. This Agreement sets forth the entire agreement and
understanding of the parties in respect of the transactions contemplated hereby
and supersedes all prior and contemporaneous agreements, arrangements and
understandings of the parties relating to the subject matter hereof. No
representation, promise, inducement, waiver of rights, agreement or statement of
intention has been made by any of the parties which is not expressly embodied in
this Agreement, such other agreements, notes or instruments related to this
transaction executed simultaneously herewith, or the written statements,
certificates, schedules or other documents delivered pursuant to this Agreement
or in connection with the transactions contemplated hereby.
(e) Assignment. Each party's rights and obligations under this Agreement
shall not be assigned or delegated, by operation of law or otherwise, without
the other party's prior consent, and any such assignment or attempted assignment
shall be void, of no force or effect, and shall constitute a material default by
such party.
(f) Amendments. This Agreement may be amended, modified, superseded or
cancelled, and any of the terms, covenants, representations, warranties or
conditions hereof may be waived, only by a written instrument executed by each
party, in the case of a waiver, by the party waiving compliance.
(g) Waivers. The failure of any party at any time or times to require
performance of any provision hereof shall in no manner affect the right at a
later time to enforce the same. No waiver by any party of any condition, or the
breach of any term, covenant, representation or warranty contained in this
Agreement, whether by conduct or otherwise, in any one or more instances shall
be deemed to be or construed as a further or continuing waiver of any such
condition or breach or a waiver of any other term, covenant, representation or
warranty of this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
on the date first set forth above.
AKID CORPORATION
By: /s/ Mechael Kanovsky
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Name: Mechael Kanovsky
Title: Chief Executive Officer
HALCYON SA
By: /s/ Halcyon SA
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Name:
Title: