Exhibit 2.1
ACQUISITION AGREEMENT
Agreement dated March 5, 2004, by, between and among Bio-American
Capital Corporation, a company incorporated under the laws of Nevada
(hereinafter referred to as "Buyer") an OTC - BB - NASDAQ company and Georgina
Martin, being the sole shareholder of Cheetah Oil & Gas Ltd., a company
incorporated under the laws of the Province of British Columbia, Canada
(hereinafter the shareholder referred to as the "Seller," and Cheetah Oil & Gas
Ltd., hereinafter referred to as "Cheetah") having an address for service at Box
172, Station A, Nanaimo, British Columbia, Canada V9R 5K9.
WHEREAS, Cheetah carries on a business in the Province of British
Columbia, Canada and elsewhere in Papua, New Guinea and in connection therewith
owns certain exploration and production rights for petroleum natural resources;
and
WHEREAS, the Seller desires to sell and Buyer desires to purchase all
the issued and outstanding equity securities of Cheetah held by the Seller.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, the parties hereby agree as
follows:
1. PURCHASE AND SALE
The Seller hereby agrees to sell, transfer, assign and convey to Buyer
and Buyer hereby agrees to purchase and acquire from the Seller all the issued
and outstanding equity securities held by the Seller of Cheetah, being all the
issued and outstanding capital thereof, as enumerated on Schedule A hereto.
2. PURCHASE PRICE
The consideration to be paid by Buyer for the equity securities of
Cheetah owned by the Seller will be an aggregate of 25,000,000 shares of common
stock Buyer, to be paid to the Seller as set forth on Schedule B to this
Agreement.
3. CLOSING
(a) The Closing for the acquisition of the equity securities
of Cheetah to be purchased hereunder pursuant to the Agreement ("the Closing")
shall be held at a date and time agreed to by the parties in writing on two days
written notice.
(b) At the Closing, the Seller will deliver to the Buyer,
certificates representing the equity securities of Cheetah of which the Seller
is the holder, duly endorsed in blank, in suitable form for transfer to the
Buyer.
4. WARRANTIES AND REPRESENTATIONS OF THE COMPANY AND SELLERS
In order to induce Buyer to enter into this Agreement and to complete
the transaction contemplated hereby, the Seller warrants and represents to Buyer
as of the date hereof and as of the Closing date:
(a) Capacity. The Seller is a natural person. The Seller has
the legal capacity to enter into this Agreement and carry out the transactions
contemplated hereby. The execution delivery and satisfaction of its obligations
under this Agreement by the Seller will not constitute a breach by the Seller of
any statute, law, regulation, agreement or order to which the Seller is or may
be bound or would result in the creation of any lien, encumbrance or other
change on any of the securities being sold hereunder.
(b) Title. The Seller has good and marketable title to the
securities of Cheetah being sold to Buyer, free and clear of all liens,
encumbrances and other charges, and upon the purchase thereof, Buyer will have
good and marketable title thereto, free and clear of all liens, encumbrances and
other charges.
(c) Shares. The securities listed on Schedule A as being owned
by the Seller, represent all the equity securities of every kind issued and
outstanding of Cheetah, and there are no options, warrants or other exercisable
or convertible securities of Cheetah issued and outstanding which may result in
the issuance of any equity securities of Cheetah. Cheetah has no commitments to
issue any equity securities. The acquisition of the securities of Cheetah listed
on Schedule A will result in the Buyer owning Cheetah as a wholly owned
subsidiary.
(d) Organization and Standing. Cheetah is a corporation duty
organized validly existing and in good standing under the laws of the Province
of British Columbia, Canada, and is qualified to do business in the Province of
British Columbia, Canada and elsewhere, to the extent required by the laws of
the Province. Copies of the Cheetah Articles of Organization and Memorandum
(by-laws) have been received by Buyer and no changes thereto have been made to
any of the documents.
(e) Taxes. Cheetah has or will have filed all necessary
federal, provincial, state and local income or other tax returns and reports
that it is required to file with all governmental agencies, wherever situate,
and has paid or accrued for payment all taxes as shown on such returns, which a
failure to file, pay or accrue will not have a Material Adverse Effect on
Cheetah. Such returns to be prepared in accordance with the applicable material
tax laws, rules and regulations thereunder to which Cheetah is subject.
(f) No Pending Actions. To the best knowledge of the Seller,
there are no material legal actions, lawsuits, proceedings or investigations,
either administrative or judicial, pending or threatened, against or affecting
the Seller or Cheetah, or against Cheetah's officers or directors arising out of
the operations of Cheetah that are reasonably likely to have a Material Adverse
Effect on Cheetah. The Seller and Cheetah are not subject to any order, writ,
judgment, injunction, decree, determination or award of any court, arbitrator or
administrative, governmental or regulatory authority or body.
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(g) Ownership of Assets. As described in Schedule C, Cheetah
has good, marketable title, without any liens or encumbrances of any nature
whatever, to all of the following, if any: its Intellectual Property, business
assets, properties and rights of every type and description, including, without
limitation, all cash on hand and in banks, certificates of deposit, stocks,
bonds, and other securities, good will, customer list, its corporate name and
all variants thereof, trademarks and trade names, copyrights and interest
thereunder, licenses and permits an applications therefor, inventions,
processes, know-how, trade secrets, real estate and interest therein and
improvements thereto, machinery, equipment, vehicles, notes and accounts
receivables, fixtures, rights under agreements and whatever nature, rights and
claims under insurance policies and other contracts of whatever nature, rights
in receivables, books and records and all other property and rights of every
kind and nature owned or held by the Seller as of this date, and will continue
to hold such title on and after the completion of the transactions contemplated
by the Agreement.
(h) No Debt Owed. Cheetah does not owe any money, securities,
or property to the Seller or any member of her family or to any company
controlled by such a person, directly or indirectly. The Seller and members of
her family and companies controlled by the Seller do not directly or indirectly
owe any money, securities or other property to Cheetah.
(i) Validity of the Agreement. This Agreement has been duly
executed by the Seller, and constitutes the valid and binding obligation of the
Seller, except to the extent limited by applicable bankruptcy, reorganization,
insolvency, moratorium or other laws relating to or effecting generally the
enforcement of creditors rights. The execution and delivery of the Agreement
referred to herein will not result, or with the passage of time or notice, will
not result, in the breach of any of the terms or conditions of, or constitute a
default under or violate the Cheetah's Articles of Organization, or any material
agreement, lease, license, mortgage, bond, indenture or other material document
or undertaking, oral or written, to which the Seller or Cheetah is a party or
are bound, nor will such execution and delivery violate any order, writ,
injunction, decree, law, rule or regulation of any court, regulatory agency or
other governmental body to which the Seller or Cheetah is a party or is bound;
and there are no restrictions which would prevent Cheetah from conducting its
business after the Closing as a wholly-owned subsidiary of the Buyer.
(j) Corporate Records. All of Cheetah's books and records,
including, without limitation, its books of account, corporate records, and
other records of Cheetah are up-to-date, complete and reflect accurately and
fairly the conduct of its business in all material respects since its date of
formation. All material reports, returns and statements currently required to be
filed by Cheetah, with respect to the business and operations of Cheetah, with
any governmental agency have been filed or valid extensions have been obtained
in accordance with normal procedures, and all governmental reporting
requirements have been complied with.
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(k) No Misleading Statements or Omissions. The Seller has
provided to Buyer audited financial statements of Cheetah consisting of a
balance sheet as at January 31, 2003 and the statements of income and retained
earnings and cash flows for the four-day period then ended for Universal Data
Corp. and an audited balance sheet of Cheetah (formerly, Universal Data Corp.)
as at January 31, 2004 and the statements of income and retained earnings and
cash flows for the year then ended. These financial statements have been
prepared in accordance with generally accepted accounting principals,
consistently applied. Neither this Agreement nor any financial statement,
exhibit, schedule or document attached hereto or presented by the Seller in
connection herewith, contain any materially misleading statement, or omit any
fact or statement necessary to make the other statements or facts herein set
forth not materially misleading.
(l) Enforceability of the Agreement. This Agreement and the
Schedules hereto which are incorporated herein and made a part hereof, when duly
executed and delivered, will be the legal, valid and binding obligations of the
Seller enforceable according to their terms, except to the extent limited by
applicable bankruptcy, reorganization, insolvency, moratorium or other laws
relating to or effecting generally the enforcement of creditors rights.
(m) Access to Books and Records. Buyer will have full and free
access to Cheetah's books during the course of this transaction prior to
Closing, during regular business hours.
(n) Significant Agreements. At the date of Closing, Cheetah is
not and will not be bound by any of the following agreements:
(i) employment, advisory or consulting contracts;
(except those disclosed);
(ii) any plan providing for employee benefits of any
nature;
(iii) any lease with respect to any property or equipment
other than the leases granted by the Minister of Petroleum and Energy for Papua,
New Guinea;
(iv) any contract or commitment for any future
expenditure in excess of $1,000 other than the leases granted by the Minister of
Petroleum and Energy for Papua, New Guinea;
(v) any contract or commitment pursuant to which it has
assumed, guaranteed, endorsed, or otherwise become liable for any obligation of
any other person, firm or organization other than the leases granted by the
Minister of Petroleum and Energy for Papua, New Guinea;
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(vi) any contract, agreement, understanding, commitment
or arrangement, other than in the normal course of business, not fully disclosed
or set forth in the Agreement or in the seller's Financial Statements; or
(vii) any agreement with any person relating to the
dividend, purchase or sale of securities, that has not been settled by the
delivery or payment of securities when due, and which remains unsettled upon the
date of the execution and delivery of this Agreement.
(o) The Seller is an accredited investor and is accepting the
shares to be issued by Buyer as "restricted stock" as that term is defined in
Regulation D under the Securities Act of 1933. The Seller is a knowledgeable,
sophisticated and experienced investor and is qualified to evaluate an
investment in the Buyer. The Seller has received information about the Buyer,
including various SEC filings including the Annual Report on Form 10-KSB for the
year ended December 31, 2003, sufficient to make an informed investment decision
in the Buyer. The Seller is acquiring the securities of Buyer hereunder in the
ordinary course, for investment, and not for distribution and understands they
are restricted from further transfer and not now registered or in the future to
be registered. The Seller understands that she will have to hold the securities
received from Buyer for at least a year prior to their being able to sell or
transfer them, except in very limited circumstances. The certificates
representing these securities will bear a restrictive legend.
There are no representations and warranties provided by the Seller,
except as set forth above.
5. WARRANTIES AND REPRESENTATIONS OF BUYER
In order to induce the Seller to enter into this Agreement and to
complete the transaction contemplated hereby, Buyer warrants and represents to
the Seller that:
(a) Organization and Standing. Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada, and has full power and authority to own and operate assets, properties,
intellectual properties and business. No changes thereto will be made in any of
the documents at or before Closing.
(b) Capitalization.
(i) As of the date hereof, Buyer entire authorized
equity capital consisting of 50,000,000 shares of common stock of which 19,682
shares of common stock are issued and outstanding. All of such Buyer's common
stock issued and outstanding at the Closing have been duly authorized, validly
issued and are fully paid and non-assessable, have no preemptive rights and were
issued in compliance with all Federal and state securities laws. The relative
rights and preferences of Buyer equity securities are set forth in Buyer's
certificate of incorporation and Buyer's by-laws and any amendments thereto.
There are no other voting or equity securities convertible into voting stock and
no outstanding subscriptions, warrants, calls, options, rights, commitments or
agreements by which Buyer is bound, calling for the issuance of any additional
shares of common stock or any other voting or equity security, except for
certain service agreements which will require the issuance of up to 3,500,000
shares of common stock over the next fiscal quarter.
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(ii) The by-laws of Buyer provide that a simple majority
of the shares voting at a stockholders' meeting at which a quorum is present may
elect all of the directors of Buyer's. Cumulative voting is not provided for by
the by-laws or certificate of incorporation of Buyer's.
(c) Taxes. Buyer has filed all federal, state and local income
or tax returns and reports that it is required to file with all governmental
agencies, wherever situate, and has paid all taxes as shown on such returns. All
of such returns have been prepared in accordance with the applicable tax laws
and rules and regulations thereunder to which Buyer is subject. To Buyer's
knowledge, there is no audit or threat of any audit of any tax return for any
period, and Buyer knows of on basis for the assertion of any additional taxes of
any kind.
(d) Absence of Liabilities. At and as of the Closing Date,
Buyer has agreed to be solely responsible for the reasonable legal and
accounting fees incurred by the Seller in connection with this transaction.
Buyer will bear no responsibility for any other liabilities of any kind or
nature, fixed or contingent, except those set forth in Schedule "D."
(e) No Pending Actions; Securities Issuance. There are no
material legal actions, lawsuits, proceedings or investigations, either
administrative or judicial, pending or threatened, against or affecting Buyer,
or against any of Buyer's officers or directors and arising out of their
operation of Buyer that are reasonably likely to have a Material Adverse Effect
on Buyer and Buyer has not violated any securities law, ordinance or regulation
of any kind whatever, including, but not limited on the 1933 Act, the 1934 Act,
the rules and regulations of the SEC, or the securities laws and regulations of
any US state.
(f) Corporate Records. All of Buyer's books and records,
including without limitation, its books of account, corporate records, minute
book, stock certificate books and other records are up-to-date, complete and
reflect accurately and fairly the conduct of its business in all material
respects since its date of incorporation.
(g) No Misleading Statements or Omissions. Neither this
Agreement nor any financial statement, exhibit, schedule or document attached
hereto or presented to the Seller in connection herewith contains any materially
misleading statement, or omits any fact or statement necessary to make the other
statements or facts herein set forth not materially misleading.
(h) Validity of the Agreement. All corporate and other
proceedings required to be taken by Buyer in order to enter into and to carry
out this Agreement have been duly and properly taken. This Agreement has been
duly executed by Buyer and constitutes a valid, binding and enforceable
obligation of Buyer, except to the extent limited by applicable bankruptcy,
reorganization, insolvency, moratorium or other laws relating to or effecting
generally the enforcement of creditors rights. The execution and delivery of
this Agreement will not result, or, with the passage of time or notice, will not
result, in the breach of any of the terms or conditions of, or constitute a
default under or violate Buyer's certificate of incorporation or by-laws, or any
agreement, lease, mortgage, bond, indenture, license or other document or
undertaking, oral or written, to which Buyer is a party or is bound or may
affected, nor will such execution, delivery and carrying out violate any order,
writ, injunction, decree, law, rule or regulation of any court, regulatory
agency or other governmental body.
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(i) Enforceability of the Agreement. When duly executed and
delivered, this Agreement and the Exhibits hereto which are incorporated herein
and made a part hereof are legal, valid, and enforceable obligations of Buyer
according to its terms, except to the extent limited by applicable bankruptcy
reorganization, insolvency, moratory or other laws relating to of effecting
generally the enforcement of creditors rights, and that tat the time of such
execution and deliver, the Seller will have acquired good marketable title in
and to the Buyer securities acquired pursuant hereto.
(j) Access to Books and Records. The Seller will have full and
free access during regular business hours and on reasonable prior notice to
Buyer's books and records during the course of this transaction prior to and at
the Closing.
(k) Buyer's Financial Statements. Buyer has provided the
Seller with its audited financial statements together with unaudited management
prepared financial statements (the "Buyer Financial Statements"). The Buyer
Financial Statements and the notes hereto are true, complete and accurate and
fairly present the consolidated assets, liabilities and accounting principles
consistently applied throughout the periods involved. Buyer does not have any
liabilities or obligations of any nature (absolute, accrued, contingent or
otherwise) which were not fully reflected in the Buyer Financial Statements.
(l) Buyer's Financial Condition. At the Closing, and after
consummation of all of the transactions contemplated hereby, Buyer will have no
material assets or liabilities, not disclosed on its financial statements.
(m) Director and Stockholder Approval. Promptly upon the
execution and delivery of this Agreement, but in any event, on or before the
Closing, Buyer's Board of Directors, and its shareholders, if required, by
meeting or consent, will have approved this Agreement, and all matters set forth
herein as conditions precedent to the consummation by the Seller of the Closing
hereunder.
(n) Consents. Except as described in Section 8 hereof, no
consent of any person is necessary to the consummation of the transaction
contemplated hereby.
(o) No Brokers. Except as set forth in paragraph 12, no
broker, finder or investment broker is entitled to any brokerage, finder's or
other fee or commission in connection with any of the transactions contemplated
by this Agreement.
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There are no representations and warranties provided by the Buyer,
except as set for above.
6. SURVIVAL OF TERMS
All of the terms and conditions of this Agreement, together with the
warranties, representations and covenants contained herein or in any instrument
or document delivered to or to be delivered pursuant to this Agreement, shall
survive the execution of this Agreement and the Closing, notwithstanding any
investigation heretofore or hereafter made by or on behalf of any party hereto;
provided, however, that (i) the agreements and covenants set forth in this
Agreement shall survive and continue until all obligations set forth herein
shall have been performed and satisfied; and (ii) all representations and
warranties shall survive and continue for, and all claims with respect thereto
shall be made prior to the end of 12 months from the Closing.
7. CONDITIONS PRECEDENT TO CLOSING BY THE SELLER
Each and every obligation of Buyer under this Agreement to be performed
on or before the Closing shall be subject to the satisfaction, on or before the
Closing, of each of the following conditions, unless waived in writing by the
Seller:
(a) Representations and Warranties True. The representations
and warranties of Buyer contained in this Agreement and in all certificates and
other documents delivered and to be delivered by Buyer to the Seller pursuant
hereto or in connection with the transactions contemplated hereby shall be in
all material respects true and accurate as of the date when made and at and as
of the Closing as though such representations and warranties were made at and as
of such date;
(b) Performance. Buyer shall have performed and complied with
all agreements, obligations and conditions required by this Agreement to be
performed or complied with by it on or prior to the Closing;
(c) Board of Director and Shareholder Approval. Buyer's board
of directors and, if required by law, its shareholders shall have approved the
transactions contemplated by this Agreement, including the reorganization, in
the manner required by applicable state law;
(d) No Governmental Proceeding or Limitation. No suit, action,
investigation, inquiry or other proceeding by any governmental body or other
person or legal or administrative;
(e) Proceedings. All proceedings to be taken in connection
with the transactions contemplated by this Agreement by Buyer, and all documents
incident thereto, shall be reasonably satisfactorily to the Seller and its
counsel, and the Seller shall have received a true, correct and complete copy of
all such documents as the Seller or its counsel may reasonably request in order
to establish the consummation of such transactions and the taking of all
proceedings in connection therewith;
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(f) Certificates/Statutory Declarations. Buyer shall have
furnished the Seller with such certificates/statutory declarations of its
officers to evidence the compliance with the conditions set forth in this
Agreement as may be reasonably requested by the Seller.
8. CONDITIONS PRECEDENT TO THE CLOSING BY BUYER
Each and every obligation of the Seller under this Agreement to be
performed on or before the Closing shall be subject to the satisfaction, on or
before the Closing, of each of the following conditions, unless waived in
writing by Buyer:
(a) Representations and Warranties True. The representations
and warranties of the Seller contained in this Agreement and in all certificates
and other documents delivered by the Seller to Buyer pursuant hereto or in
connection with the transactions contemplated hereby shall be in all material
respects true, completed and accurate as of the date when made and at and as of
the Closing as though such representation and warranties were made at and as of
such date;
(b) Performance. The Seller shall have performed and complied
with all agreements, obligations and conditions required by this Agreement to be
performed or complied with by it on or prior to the Closing;
(c) Assignment of License. The Seller shall have performed and
complied with all arrangements to comply with the proper assignment, sale or
transfer of the property rights of Cheetah so that Buyer will be able to have
and to hold all the assets of Cheetah, including the Papua, New Guinea licenses
and operate the business of Cheetah as it is currently being operated;
(d) No Governmental Proceeding or Litigation. No suit, action,
investigation, inquiry or other proceeding by any governmental body or other
person or legal or administrative proceeding shall have been instituted or
threatened which challenges the validity or legality of the transactions
contemplated hereby;
(e) Proceedings. All proceedings to be taken in connection
with the transactions contemplated by this Agreement by the Seller, and all
documents incident hereto, shall be reasonably satisfactorily to Buyer and it's
counsel, and Buyer shall have received a true, correct and complete copy of all
such documents as Buyer or it's counsel may reasonably request in order to
establish the consummation of such transactions and the taking of all
proceedings in connection herewith; and
(f) Certificates/Statutory Declarations. The Seller shall have
furnished Buyer with such certificates/statutory declarations to evidence the
compliance with the conditions set forth in this Section 8 as may be reasonably
requested by Buyer.
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9. TERMINATION
This Agreement may be terminated at any time before or at Closing by:
(a) The mutual agreement of the parties;
(b) Any party if:
(i) any provision of this Agreement applicable to a
party shall be materially untrue or fail to be accomplished;
(ii) any legal proceeding shall have been instituted or
shall be imminently threatening to delay, restrain or any material component
thereof.
Upon the termination of this Agreement for any reason, in accordance
with the terms and conditions set forth in this Section, each party shall bear
all of it's own costs and expenses and no party shall be liable to the other.
10. POST CLOSING ITEMS
Within 20 days after the Closing, Buyer shall file as required by the
Securities and Exchange Commission and any state security regulatory authority
such forms as are required under applicable federal and state securities laws in
connection with the transactions contemplated hereunder.
11. ENTIRE AGREEMENT; WAIVER OF BREACH
Except insofar as such other agreements are specifically referred to
herein or are incorporated herein by reference, this Agreement constitutes the
entire agreement between the parties and supersedes any prior agreement or
understanding among them in respect of the subject matter hereof, and there are
no other agreements, written or oral, nor may the Agreement be modified except
in writing and executed by all of the parties hereto; and no waiver is in
writing, signed by the party against whom enforcement is sought, and no waiver
shall be claimed to be a waiver of any subsequent breach or condition of a like
or different nature.
12. NO THIRD PARTY BENEFICIARIES
The provisions of this Agreement are for the exclusive benefit of the
parties who are signatories hereto and their permitted successors and assigns,
and no third party shall be a beneficiary or, have any rights by virtue of this
Agreement.
13. ASSIGNMENT: BINDING EFFECT
This Agreement, including both it's obligations and benefits, shall
inure to the benefit of, and by binding on the respective permitted assigns,
transferees, successors and heirs of the parties. This Agreement may not be
assigned or transferred in whole or on part by any party without the prior
written consent of all other parties.
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14. MATERIAL ADVERSE EFFECT
As used in this Agreement, "Material Adverse Effect" with respect to a
party means any change in, or effect on, the business conducted by such party
that is, or is reasonably likely to be, materially adverse to (i) the business
result of operations, prospects or conditions (financial or otherwise) of such
party and it's subsidiaries, taken as a whole, or (ii) the assets and properties
used or useful in the conduct of the business of such party and it's
subsidiaries, if any, taken as a whole.
15. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Nevada, determined with regard to it's
conflicts of law principles. All parties hereto (i) agree that any legal suit,
action or proceeding arising out of or relating to this Agreement shall be
instituted, only in a federal or state court in the State of Nevada, (ii) waive
any objection which may now or hereafter have to the laying of the venue of any
such suit, action or proceeding, and (iii) irrevocably submit to the exclusive
jurisdiction of such federal or state court in the State of Nevada in any such
suit, action or proceeding, but such consent shall not constitute a general
appearance or be available to any other person who is not a party to this
Agreement.
16. COUNTERPARTS
This Agreement may be executed in duplicate facsimile counterparts,
each of which shall be deemed an original and together shall constitute one and
the same binding Agreement, with one counterpart being delivered to each party
hereto.
17. SEVERABILITY
If any provisions of this Agreement shall be held invalid or
unenforceable, such invalidity or unenforceability shall attach only to such
provision and shall not in any manner affect or render invalid or unenforceable
any other severable provision of this Agreement, and this Agreement shall be
carried out as if any such invalid or unenforceable provision were not contained
herein.
18. RESTRICTIVE LEGEND
Each certificate representing shares of Buyer securities being issued
to the Seller shall bear the following legend in addition to such other
restrictive legends as may be required by law or as mutually agreed by all
parties hereto:
"The shares represented by this certificate have not been
registered under the Securities Act of 1993, as amended (the
"Act"), or any state securities laws, and no sale or transfer
thereof may be effected without an effective registration
statement or an opinion of counsel for the holder,
satisfactory to Bio-American Capital Corporation, that such
registration is not required under the Act and any applicable
state securities laws."
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19. NUMBER AND GENDER
Wherever from the context it appears appropriate, each term stated in
either the singular or the plural shall include the singular and the plural, and
pronouns stated in either the masculine, the feminine or the neuter gender shall
include the masculine, feminine and neuter.
20. DEFAULT BY THE PARTIES
In the event that one party hereto is in material breach of this
Agreement, the other party may provide written notice of that breach, and will
provide a cure period of not less than 30 days. In the event that the material
breach continues beyond the 30-day cure period, the other party will have the
right to terminate the Agreement by providing written notice of said
termination.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the date and year above first written.
BIO-AMERICAN CAPITAL CORPORATION,
its authorized signatory
By: /s/ Ted Kozub
-------------
SELLING SHAREHOLDER:
/S/ Georgina Martin
-------------------
GEORGINA MARTIN
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SCHEDULE A
Selling Shareholders Table
Shareholder Class of Shares Number of Shares
--------------- --------------- ----------------
Georgina Martin Common Stock 100 shares
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SCHEDULE B
Exchange of Shares Table
Number of Bio-American
Cheetah Shareholder Number of Cheetah Shares Shares to be Issued
------------------- ------------------------ ----------------------
Georgina Martin 100 shares of 25,000,000 shares
Common Stock of Common Stock
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SCHEDULE C
Assets of Cheetah
-----------------
License rights issued by the Minister of Petroleum for Papua, New Guinea, as
described in the financial statements of Cheetah.
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