Exhibit 10.2
INVESTMENT PURCHASE AGREEMENT
THIS INVESTMENT PURCHASE AGREEMENT is dated and made for reference
effective as of the 14th day of July, 2009 (the "Effective Date").
BETWEEN:
VERIFYSMART CORP. with its address for notices at c/o 2550-555 West
Hastings Street, Vancouver, BC V6B 4N5
(the "Company");
OF THE FIRST PART
AND:
Black diamond investment group corp. with its address for notice
hereunder at 707-3528 Vanness Ave, Vancouver, BC V5R 6G4
(the "Investor");
OF THE SECOND PART
(the Investor and the Company being hereinafter singularly also
referred to as a "PARTY" and collectively referred to as the "PARTIES"
as the context so requires).
WHEREAS:
A. The Company is in the business of developing internet security and
transaction applications;
B. The Company desires investment and the Investor has determined that he will
participate with the Company on the terms of this Agreement;
C. The Investor is a sophisticated and accredited investor and all of its
stockholders and fund providers are accredited investors where such is
necessary;
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NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
promises, covenants and agreements herein contained, THE PARTIES HERETO COVENANT
AND AGREE WITH EACH OTHER as follows:
ARTICLE 1
INVESTMENT PURCHASE
1.1 INVESTMENT PURCHASE. The Investor hereby purchases and the Company hereby
sells and agrees to deliver a certificate or certificates for 500,000 common
shares ("Purchased Shares") of the Company in consideration of the payment by
the Investor of $0.50US per Purchased Share for an aggregate price of $250,000US
(the "PURCHASE PRICE").
ARTICLE 2
WARRANTIES AND REPRESENTATIONS BY THE COMPANY
2.1 WARRANTIES AND REPRESENTATIONS BY THE COMPANY. In order to induce the
Investor to enter into and consummate this Agreement, the Company hereby
warrants to, represents to and covenants with the Investor, with the intent that
the Investor will rely thereon in entering into this Agreement and in concluding
the transactions contemplated herein, that, to the best of the Company's
knowledge, information and belief, after making due inquiry:
(a) upon delivery of the Purchased Shares the Investor will be the 100%
percent owner of the Purchased Shares without claim or lien by any
other party and the Purchased Shares will be validly issued and
outstanding and fully paid and non-assessable in the capital of the
Company and the Purchased Shares will be free and clear of all liens,
charges and encumbrances and delivered hereby to the Investor solely
and to the exclusion of all other parties and claims;
(b) subject to the Investor qualifying as an accredited investor, there
are no claims of any nature whatsoever affecting the rights of the
Company to transfer and deliver the Purchased Shares to the Investor
and such sale will not impose any restrictions, penalties or other
adverse effects on the Purchased Shares other than as apply by law of
general application including any hold periods imposed by applicable
legislation or regulator; and
(c) this Agreement constitutes a legal, valid and binding obligation of
the Company enforceable against the Company in accordance with its
terms.
ARTICLE 3
WARRANTIES AND REPRESENTATIONS BY THE INVESTOR
3.1 WARRANTIES AND REPRESENTATIONS BY THE INVESTOR. In order to induce the
Company to enter into and consummate this Agreement, the Investor hereby
warrants to, represents to and covenants with the Company, with the intent that
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the Company will rely thereon in entering into this Agreement and in concluding
the transactions contemplated herein, that, to the best of the Investor's
knowledge, information and belief, after making due inquiry:
(a) The Investor has full power and authority to enter into this Agreement
and to carry out the transactions contemplated hereby;
(b) The Investor realizes that the investment purchase is a speculative
purchase and that the Investor is able, without impairing the
Investor's financial condition, to effect the same. The Investor has
such knowledge and experience in financial and business matters that
the Investor is capable of evaluating the merits and risks of the
prospective investment. The Investor is an accredited investor and has
no requirement for regulatory approvals or over-sight for this
investment. The Investor agrees that the Purchased Shares shall be
subject to a one year hold period; and
(c) the Investor shall employ best efforts, due diligence, and good faith
in the performance of this Agreement and shall conduct and conclude
this Agreement with the intent of effecting the objectives hereof to
the fullest extent and in accordance with the intention of this
Agreement.
ARTICLE 4
CONFIDENTIAL INFORMATION AND INVESTOR QUALIFICATION
4.1 CONFIDENTIAL INFORMATION. No information in respect to the Company, the
Parties or this Agreement shall be published or disclosed to third parties by
any Party without the prior written consent of the other Party, but such consent
in respect of the reporting of factual data shall not be unreasonably withheld,
and shall not be withheld in respect of information required to be publicly
disclosed pursuant to applicable securities or corporation laws or as would be
required to acquire the approvals necessary or desirable to this Agreement.
4.2 INVESTOR QUALIFICATION. The Investor represents and warrants that he is a
qualified and accredited investor under the laws of his jurisdiction and that
under those laws he is lawfully and fully capable and authorized to enter into
this Agreement and to purchase the Purchased Shares and there are no impediments
of any nature preventing the Investor from effecting this Agreement and the
purchase of the Purchased Shares.
ARTICLE 5
NOTICE
5.1 NOTICE. Each notice, demand or other communication required or permitted to
be given under this Agreement shall be in writing and shall be delivered to the
Party or Parties entitled to receive the same, at the address for such Party or
Parties specified above. The date of receipt of such notice, demand or other
communication shall be the date of delivery thereof.
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5.2 CHANGE OF ADDRESS. Any Party may at any time and from time to time notify
the other Party in writing of a change of address and the new address to which
notice shall be given to it thereafter until further change.
ARTICLE 6
GENERAL PROVISIONS
6.1 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the Parties hereto and supersedes every previous agreement, communication,
expectation, negotiation, representation or understanding, whether oral or
written, express or implied, statutory or otherwise, between the Parties with
respect to the subject matter of this Agreement.
6.2 ENUREMENT. This Agreement will enure to the benefit of and will be binding
upon the Parties, their respective heirs, executors, administrators and
permitted assigns.
6.3 TIME OF THE ESSENCE. Time will be of the essence of this Agreement.
6.4 FURTHER ASSURANCES. The Parties hereto hereby, jointly and severally,
covenant and agree to forthwith, upon request, execute and deliver, or cause to
be executed and delivered, such further and other deeds, documents, assurances
and instructions as may be required by the Parties hereto or their respective
counsel in order to carry out the true nature and intent of this Agreement.
6.5 INVALID PROVISIONS. If any provision of this Agreement is at any time
unenforceable or invalid for any reason it will be severable from the remainder
of this Agreement and, in its application at that time, this Agreement will be
construed as though such provision was not contained herein and the remainder
will continue in full force and effect and be construed as if this Agreement had
been executed without the invalid or unenforceable provision.
6.6 COUNTERPARTS. This Agreement may be signed by the Parties hereto in as many
counterparts as may be necessary and may be signed by facsimile, each of which
so signed shall be deemed to be an original, and such counterparts together
shall constitute one and the same instrument and notwithstanding the date of
execution will be deemed to bear the Effective Date as set forth on the front
page of this Agreement.
IN WITNESS WHEREOF the Parties have hereunto set their hands and seals in
as of the Effective
Date.
VERIFYSMART CORP. [Investor]
by its authorized signatory:
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Authorized Signatory Authorised Signatory