MADRONA VENTURES, INC. PURCHASE AGREEMENT
Exhibit
10.5
MADRONA
VENTURES, INC.
THIS
PURCHASE AGREEMENT (as amended, modified, supplemented or restated in accordance
with its terms from time to time, this “Agreement”), dated this 24th day
of August, 2009, is between MADRONA VENTURES, INC., a Nevada corporation and its
affiliates, as hereinafter defined (the “Purchaser”), and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
his successors and assigns (individually, a “Seller” and together, the
“Sellers”). Capitalized terms used but not otherwise defined herein shall have
the respective meanings set forth in Article VI.
RECITALS
A. WHERAS
The Purchaser is a Nevada Corporation currently listed for quotation on the
Over-The-Counter Bulletin Board (OTC:BB) under the symbol “MDRV”;
and
B. WHERAS
the Seller is the owner of a European Patent (Application Number 06396001) EP
1681057B1 concerning eating disorders, a copy of which has been attached hereto
and incorporated herein by reference as “Exhibit 1” and the Applicant for U.S.
Patent Application 11/031,534 a copy of which has been attached hereto and
incorporated herein by reference as “Exhibit 2”; and
C.
Subject to the terms
and conditions set forth herein, the Purchaser desire to purchase from the
Seller, and the Seller desires to sell to the Purchaser, all rights title and
interest in the Patent and Patent Applications including but not limited to all
Intellectual Property and knowhow and use associated therewith for shares of
stock in MDRV.
AGREEMENTS
In
consideration of the recitals and the mutual promises, covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
ARTICLE
I
AUTHORIZATION AND ISSUANCE
TO PURCHASE
1.
1 Authorization. The
Purchaser has, prior to the date of this Agreement, (i) authorized the purchase
of the Patents, and (ii) authorized the issuance of, and reserved for issuance
shares of Common Stock for the purchase of the patents.
1.2 Issuance of shares to the
Sellers. Subject in all respects to the satisfaction of the terms and
conditions herein set forth and in reliance upon the respective representations
and warranties of the parties set forth herein or in any document delivered
pursuant hereto, the Purchaser agrees to issue to Seller (and such Seller agrees
by executing and delivering a signature page hereto to accept said shares)
20,333,333 shares of Restricted Common Stock of MDRV, par value .001, in
exchange for all rights, title and interest in European Patent (Application
Number 06396001) EP 1681057B1 concerning eating disorders, a copy of which has
been attached hereto and incorporated herein by reference as “Exhibit 1” and the
Applicant for U.S. Patent Application 11/031,534 a copy of which has been
attached hereto and incorporated herein by reference as “Exhibit
2”.
1
Purchase Agreement – Madrona
Ventures Inc.
ARTICLE
II
CONDITIONS TO
ISSUANCE
The
obligation of the Sellers to accept the shares is subject to the fulfillment to
Seller’s satisfaction, each of the following conditions:
2.1 Representations and
Covenants. The representations and warranties made by the Purchaser in
Article III shall be true and correct, and all covenants, agreements and
conditions contained in this Agreement to be performed or complied with by the
Purchaser shall have been performed or complied with.
2.2 Corporate
Authorization. At or prior to the Closing, the Purchaser shall have
delivered to the Sellers copies of the resolutions of the Board of Directors of
the Purchaser approved by the directors of the Purchaser, authorizing, (i) the
execution, delivery and performance of this Agreement and the Related
Agreements, and the transactions contemplated hereby and thereby, and (ii) the
reservation of shares of Common Stock issuable upon execution if this
Agreement.
2.3 Corporate Documents.
At or prior to the Closing, the Purchaser shall have delivered to the Sellers
copies of the Articles of Incorporation for the Purchaser, certified by the
Nevada Secretary of State on, or within five business days prior to, the
Closing, and copies of the By-Laws of the Purchaser certified by an officer of
the Purchaser as of the date of the Closing.
2.4 Legal Compliance. As
of the Closing, the issuance of the shares shall be legally permitted by all
laws and regulations to which the Sellers and the Purchaser are
subject.
2.5 Qualifications. As of
the Closing, all authorizations, approvals or permits of, or filings with, any
governmental authority that are required by law in connection with the lawful
sale and issuance of the Shares by the Purchaser shall have been duly obtained
by the Purchaser and shall be effective on and as of the Closing.
2.6 Proceedings and
Documents. All corporate and other proceedings in connection with the
transactions contemplated hereby and by the Related Agreements, and all
documents and instruments incident to such transactions, shall be satisfactory
in form and substance to the Sellers, and each Seller shall have received at or
prior to the Closing all such documents as such Seller shall have
requested.
2
Purchase Agreement – Madrona
Ventures Inc.
ARTICLE
III
REPRESENTATIONS
AND
WARRANTIES OF THE
PURCHASER
The
Purchaser hereby represents and warrants to the Sellers as set forth below, and
the Purchaser acknowledges that the Sellers are entering into this Agreement in
reliance on the truth and accuracy of such representations and
warranties.
3.1 Organization and
Standing. The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of Nevada. The Purchaser has
the requisite legal and corporate power to own all the properties owned by it,
and to conduct its business as presently being and as proposed to be conducted
by it.
3.2 Corporate Power. The
Purchaser has all requisite legal and corporate power to enter into this
Agreement and the Related Agreements to which it is a party and to carry out and
perform its obligations under the terms of this Agreement and the Related
Agreements to which it is a party. The Purchaser has the legal and corporate
power to issue the shares of Common Stock issuable upon execution of this
Agreement and transfer of ownership of the Patents and all rights title and
interest therein.
3.3 Authorization:
Enforceability. All corporate action on the part of the Purchaser, and
its directors and shareholders, necessary for the authorization, execution,
delivery and performance by the Purchaser of this Agreement and the Related
Agreements to which it is a party, and the consummation of the transactions
contemplated hereby and thereby, for the authorization, issuance and delivery of
the shares of Common Stock issuable upon execution of this Agreement and
transfer of ownership of the Patents and all rights title and interest therein,
has been taken. This Agreement and the Related Agreements are legal, valid and
binding obligations of the Purchaser enforceable against the Purchaser in
accordance with their respective terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency or other laws affecting creditors’
rights generally or by the availability of equitable remedies.
3.4 Capitalization. As of
the Closing, the Purchaser’s authorized capital stock will consist of
200,000,000 shares of Common Stock and ZERO shares of Preferred
Stock. There are no outstanding securities of the Purchaser which are
convertible into or exchangeable for any shares of the Purchaser’s capital stock
or containing any capital appreciation or profit participation features, there
is no existing contract, option, warrant, call or other commitment or right of
any character granted or issued by the Purchaser calling for or relating to the
issuance or transfer of shares of capital stock or any other securities of the
Purchaser. The Purchaser is not subject to any obligation (contingent or
otherwise) to repurchase or otherwise acquire or retire any shares of its
capital stock or any Notes, options or other rights to acquire its capital
stock. There are no statutory or contractual preemptive rights or rights of
refusal with respect to (i) the issuance of the Shares of Common Stock
hereunder, and there are no statutory or contractual preemptive rights or rights
or rights of first refusal with respect to the issuance of any other shares of
capital stock or other securities or rights of the Purchaser.
3.5 Validity of Shares.
The shares of Common Stock issuable upon execution of this Agreement and
transfer of ownership of the Patents and all rights title and interest therein,
have been duly and validly reserved by the Purchaser and, upon issuance will be
duly and validly issued, fully paid, non-assessable and free and clear of all
Liens.
3.6 Financial Statements.
The financial statements of the Company are available for review and examination
on the Securities and Exchange Commission’s (“SEC”) website at ▇▇▇.▇▇▇.▇▇▇, ▇▇▇▇▇
filing system.
3.7 Absence of Material
Undisclosed Liabilities. The Purchaser does not have any material
liabilities (fixed or contingent, except for payroll tax liabilities due or to
become due) which are, or indebtedness which is, not fully reflected or provided
for in the Balance Sheet, other than trade payables and accruals incurred in the
ordinary course of business since the date of the Balance Sheet and executory
contracts entered into in the ordinary course of business.
3.8 Litigation. There are
no material actions, suits, proceedings or investigations pending or, to the
Purchaser’s knowledge, threatened against or affecting the Purchaser at law or
in equity, or before or by any federal, state, municipal or other governmental
department, commission, board, agency or instrumentality, domestic or foreign.
The Purchaser is not operating under or subject to, nor in default with respect
to, any order, writ, injunction or decree of any court or federal, state,
municipal or other governmental department, commission, board, agency or
instrumentality, foreign or domestic, and the Purchaser has not been charged or,
to the Purchaser’s knowledge, threatened with a charge of violation, or under
investigation with respect to possible violation, of any provision of any
federal, state or local law or administrative ruling or regulation relating to
the Purchaser or its business, affairs, assets, prospects, operations, employee
relations, rights or condition, financial or otherwise.
3.9 Consents. All
material consents, approvals, qualifications, orders or authorizations of, or
filings with, any governmental authority, including state securities
commissions, required in connection with the Purchaser’s valid execution,
delivery or performance of this Agreement and the Related Agreements to which it
is a party, the offer, sale and issuance of the Shares and the consummation of
any other transaction contemplated on the part of the Purchaser hereby or
thereby have been obtained or made.
3.10 Compliance with Law and
Other Instruments. The Purchaser is not in violation of any term of its
Articles of Incorporation or By-Laws. The Purchaser is not in violation of the
provisions of any material note, bond, mortgage, indenture, loan, factoring
arrangement, license, agreement, lease or other instrument or obligation to
which the Purchaser is a party or by which it or any of its assets may be bound.
To the knowledge of the Purchaser, the Purchaser has all material franchises,
permits, licenses and approvals necessary to conduct its respective business as
presently conducted. To the knowledge of the Purchaser, the Purchaser is not in
violation of any term or provision of any such material franchise, permit,
license or approval, or any-material law, judgment, order, writ, injunction,
decree, statute, rule or regulation of any court, administrative agency, bureau,
board, commission, office, authority, department or other governmental entity
applicable to the Purchaser, or any of its assets.
3.11 No Violation. None of
the execution and delivery of this Agreement and the Related Agreements, the
consummation of the transactions provided for herein and therein or contemplated
hereby and thereby, the fulfillment by the Purchaser of the terms hereof or
thereof, will (a) conflict with or result in a breach of any provision of the
Articles of Incorporation or By-Laws of the Purchaser, (b) result in a default
or breach, give rise to any right of termination, cancellation or acceleration,
or require any consent or approval, under any of the terms, conditions or
provisions of any material note, bond, mortgage, indenture, loan, factoring
arrangement, license, agreement, lease or other instrument or obligation to
which the Purchaser is a party or by which it or any of its respective assets
may be bound or (c) to the knowledge of the Purchaser, violate any material law
(including, but not limited to, any Environmental Law), judgment, order, writ,
injunction, decree, statute, rule or regulation of any court, administrative
agency, bureau, board, commission, office, authority, department or other
governmental entity applicable to the Purchaser or any of its
assets.
ARTICLE
IV
REPRESENTATIONS AND
WARRANTIES OF THE SELLERS
Each
Seller represents and warrants to the Purchaser with respect to itself as
follows:
4.1 Enforceability. This
Agreement and the Related Agreements are legal, valid and binding obligations of
the Seller, enforceable against such Seller in accordance with their
terms.
4.2 Shares for
Investment. The Seller will acquire the Common Stock issuable upon
execution of this Agreement and transfer of ownership of the Patents and all
rights title and interest therein, for investment, and not with a view to
distributing all or any part thereof in any transaction, which would constitute
a “distribution” within the meaning of the Securities Act. The Seller
acknowledges that the Common Stock to be issued to Seller has not been
registered under the Securities Act and, except as provided in Article VII
hereto, the Purchaser is under no obligation to file a registration statement
with the Securities and Exchange Commission with respect to the Common Stock
issuable upon execution of this Agreement.
4.3 Purchaser
Qualifications. The Seller (a) has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks inherent in the shares to be issued hereunder; (b) is able to bear the
complete loss of its value, if any; and (c) has had the opportunity to ask
questions of, and receive answers from, the Purchaser and its management
concerning the terms and conditions of the transaction contemplated herein, and
to obtain additional information. The Seller is not relying upon any statements
or instruments made or issued by any other person other than the Purchaser and
its officers in making its decision to enter into this agreement. The Seller is
an “accredited Purchaser” as such term is defined in Rule 501 of the Securities
Act.
4.4 Restricted
Securities. The Seller represents and warrants that they are
aware that the shares to be issued in exchange for the Patents and Patent
Application and Intellectual Property surrounding said Patents and Applications
for Patent, and all rights title and interest therein are deemed to be
“Restricted Securities”. The Shareholder is and was aware that the
Shares shall bear a restrictive legend. The Shares are deemed to be “restricted
securities” as defined in Rule 144. The Shareholder acknowledges that the
Company shall refuse to register for transfer any of these Shares unless the
transfer is in accordance with United States Federal Securities laws, pursuant
to a registration, or pursuant to an available exemption from
registration.
(i) That
a legend may be placed on any certificate representing the Shares substantially
to the following effect:
|
|
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "ACT"). THE SECURITIES HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO SUCH SECURITIES, OR
AN OPINION OF THE ISSUER'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT
REQUIRED UNDER THE ACT.
|
4.5 Title to Patents and
Applications. Seller hereby further represents and warrants
that he is true and sole owner of European Patent (Application Number 06396001)
EP 1681057B1 concerning eating disorders, a copy of which has been attached
hereto and incorporated herein by reference as “Exhibit 1” and the Applicant for
U.S. Patent Application 11/031,534 a copy of which has been attached hereto and
incorporated herein by reference as “Exhibit 2”; and possesses the absolute and
ultimate authority to sell the Patents and Intellectual Property and knowhow and
use of all proprietary information associated therewith. Seller
further represents that the Patents and all processes associated with the
patents and uses thereto, does not infringe upon nor does it violate any other
patent or intellectual property previously established. Seller
further represents and warrants that he shall defend and hold harmless Purchaser
from any claim from any source claiming an infringement of another’s
intellectual property.
6
Purchase Agreement – Madrona
Ventures Inc.
ARTICLE
V
COVENANTS
5.1 Insurance. The
Purchaser will maintain or cause to be maintained with financially sound and
reputable insurers, insurance with respect to its assets and business against
loss or damage covering risks of such types and in such amounts which are
customary for similarly situated corporations of established reputation engaged
in the same or similar businesses, in adequate amounts, and at the request of
any Seller shall furnish such Seller with evidence of the same.
5.2 Payment of Taxes and Other
Obligations. The Purchaser will pay or cause to be paid all material
taxes, assessments and other governmental charges levied upon any of its assets
or in respect of its franchises, businesses, income or profits, all trade
accounts payable in accordance with usual and customary business terms, and all
claims for work, labor or materials, which if unpaid might become a Lien upon
any asset of the Purchaser before the same become delinquent, except that
(unless and until foreclosure, restraint, sale or other similar proceedings
shall have been commenced) no such charge need be paid if being contested in
good faith and by appropriate measures promptly initiated and diligently
conducted if (a) such reserve or other appropriate provision, if any, as shall
be required by sound accounting practice consistent with GAAP shall have been
made therefor, and (b) such contest does not have a material adverse effect on
the financial condition of the Purchaser or the ability of the Purchaser to pay
any Indebtedness and no assets are in imminent danger of
forfeiture.
5.3 Compliance With Laws.
The Purchaser will comply, and will cause each of its Affiliates to comply, with
all material laws (including, but not limited to, Environmental Laws), rules,
regulations, judgments, orders and decrees of any governmental or regulatory
authority applicable to its and their respective assets.
5.4 Corporate Existence.
Property and Shares. The Purchaser will preserve, protect, and maintain,
(a) its corporate existence, and (b) all rights, franchises, accreditations,
privileges, and properties, the failure of which to preserve, protect, and
maintain might have a material adverse effect on the business, affairs, assets,
prospects, operations, employee relations, rights or condition, financial or
otherwise, of the Purchaser taken as a whole.
5.5 Maintenance. The
Purchaser will, and will cause each of its Affiliates to, maintain and keep its
properties in good repair, working order and condition, subject to normal wear
and tear, and from time to time make all necessary repairs, renewals and
replacements so that its businesses may be properly and advantageously conducted
at all times.
5.6 Other Obligations.
The Purchaser will comply with, and cause each of its Affiliates to comply with,
all obligations which it incurs pursuant to any contract or agreement, whether
oral or written, express or implied, as such obligations become due to the
extent to which the failure to so comply could be expected to have a material
adverse effect upon the business, affairs, assets, prospects, operations,
employee relations, rights or condition, financial or otherwise, of the
Purchaser and its Affiliates taken as a whole, unless and to the extent that the
same are being contested in good faith and by appropriate proceedings and
adequate reserves have been established on its books with respect
thereto.
5.7 No Restrictions. The
Purchaser will not enter into or become subject to any agreement or instrument,
which by its terms would (under any circumstances) restrict the Purchaser’s
right to perform the provisions of this Agreement or the Related
Agreements.
5.8 Dividends and Stock
Redemptions. Other than in connection with any future financing involving
preferred stock or the retirement/surrender of founder’s shares presently
contemplated, the Purchaser will not (i) purchase or otherwise retire any of its
shares of capital stock or (ii) declare or pay dividends on, or make any other
distribution on or in respect of, any shares of its capital stock.
5.9 Public Disclosures.
The Purchaser will not disclose the Seller’s name or identity in any press
release or other public announcement or in any document or material filed with
any governmental entity, without the prior written consent of the Seller, unless
such disclosure is required by applicable law or governmental regulations or by
order of a court of competent jurisdiction, in which case prior to making such
disclosure the Purchaser will give written notice to the Seller describing in
reasonable detail the proposed content of such disclosure and will permit such
Seller two business days to review and comment upon the form and substance of
such disclosure.
5.10 Fees and Expenses.
The Purchaser will bear all of its own expenses in connection with the
preparation, execution and negotiation of this Agreement and the Related
Agreements, and the transactions contemplated hereby and thereby.
ARTICLE
VI
DEFINITIONS
6.1 Definitions. In
addition to the capitalized terms defined elsewhere in this Agreement, the
following capitalized terms shall have the following meanings when used in
this
Agreement:
“Closing” means the
closing of the sale and issuance of the Shares to the Sellers pursuant to this
Agreement and the transfer of al rights title and interest from Seller to
Purchaser of “Exhibits 1 and 2” attached hereto.
“Common Stock” means
the shares of Common Stock, $.001 par value per share, of the
Purchaser.
8
Purchase Agreement – Madrona
Ventures Inc.
“Environmental Laws”
means all federal, state and local laws, ordinances and rules of common law
relating to environmental, safety, or health matters, including those relating
to fines, orders, injunctions, penalties, damages, contribution, cost recovery
compensation, losses, or injuries resulting from the release or threatened
release of Hazardous Substances and the generation, use, storage,
transportation, or disposal of Hazardous Substances in any manner applicable to
the Parent or its assets, including the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.), the Hazardous
Materials Transportation Act (49 U.S.C. §§ 1801 et seq the Resource
Conservation and Recovery Act of 1976 (42 U.S.C. §§6901 et seq.), the Federal
Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.), the Clean Air
Act (42 U.S.C. §§ 7401 et seq.), the Toxic
Substances Control Act of 1976 (15 U.S.C. §§ 2601 et seq.), the Safe
Drinking Water Act (42 U.S.C. §§ 300f- §§ 300j-11 et seq, the Occupational
Safety and Health Act of 1970 (29 U.S.C. §§ 651 et seq.), and the
Emergency Planning and Community Right-to-Know Act (42 U.S.C. §§ 11001 et seq.), each as
heretofore and hereafter amended or supplemented, and any analogous present or
future federal, state, or local statutes, rules, and regulations promulgated
thereunder or pursuant thereto, and any other present or future law, ordinance,
rule, regulation, permit, order, or directive addressing environmental, safety
or health issues, of or by the federal government, any state or political
subdivision thereof, or any agency, court, or body of the federal government or
any state or political subdivision thereof.
“Indebtedness” of any
Person means the principal of, premium, if any, and unpaid interest on (a)
indebtedness for borrowed money, (b) indebtedness guaranteed, directly or
indirectly, in any manner by such Person, or in effect guaranteed, directly or
indirectly, in any manner by such Person through an agreement, contingent or
otherwise, to supply funds to, or in any other manner invest in, the debtor, or
to purchase indebtedness, or to purchase and pay for property if not delivered
or pay for services if not performed, primarily for the purpose of enabling the
debtor to make payment of the indebtedness or to assure the owners of the
indebtedness against loss, (c) all indebtedness secured by any mortgage, lien,
pledge, charge or other encumbrance upon property owned by such Person, even
though such Person has not in any manner become liable for the payment of such
indebtedness, (d) all indebtedness of such Person created or arising under any
conditional sale, lease (intended primarily as a financing device) or other
title retention or security agreement with respect to property acquired by such
Person even though the rights and remedies of the seller, lessor or lender under
such agreement or lease in the event of default may be limited to repossession
or sale of such property, and (e) renewals, extensions and refunding of any such
indebtedness.
“Lien” means any
mortgage, deed of trust, lien, security interest, pledge, lease, conditional
sale contract, claim, charge, easement, right of way, assessment, restriction
and other encumbrance of every kind.
“Person” means an
individual, a partnership, a corporation, a limited liability company, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization or a governmental entity or any department, agency or political
subdivision thereof.
“Related Agreements”
means the Shares and any other instruments or documents related
hereto.
9
Purchase Agreement – Madrona
Ventures Inc.
“Securities Act” means
the Securities Act of 1933, as
amended.
6.2 Rules of
Construction. The following provisions shall be applied wherever
appropriate herein:
(a) “herein,”
”hereby,” “hereunder,” ”hereof” and other equivalent words shall refer to this
Agreement as an entirety and not solely to the particular portion of this
Agreement in which any such word is used;
(b) all
definitions set forth herein shall be deemed applicable whether the words
defined are used herein in the singular or the plural;
(c) wherever
used herein, any pronoun or pronouns shall be deemed to include both the
singular and plural and to cover all genders;
(d) neither
this Agreement nor any other agreement, document or instrument referred to
herein or executed and delivered in connection herewith shall be construed
against either party as the principal draftsperson hereof or
thereof;
(e) all
references or citations in this Agreement to statutes or regulations or
statutory or regulatory provisions shall generally be considered citations to
such statutes, regulations or provisions as in effect on the date hereof, except
that when the context otherwise requires, such references shall be considered
citations to such statutes, regulations or provisions as in effect from time to
time, including any successor statutes, regulations or provisions directly or
indirectly superseding such statutes, regulations or provisions;
(f) any
references herein to a particular Section, Article, Exhibit or Schedule means a
Section or Article of, or an Exhibit or Schedule to, this Agreement unless
another agreement is specified; and
(g) the
Exhibits and Schedules attached hereto are incorporated herein by reference and
shall be considered part of this Agreement.
ARTICLE
VII
REGISTRATION
RIGHTS
7.1 "Piggyback" Registration
Rights. Seller shall be entitled to include the Shares
of common stock issued under the terms of this agreement in a
registration of the Purchaser’s common stock under the Act (including, but not
limited to, registration statements relating to secondary offerings of the
Company’s securities, but excluding registration statements relating to any
employee benefit plan or corporate reorganization), unless, in the event of an
underwritten offering, the underwriter, if any, advises that the Shares should
not be included. The Purchaser/Company shall not be required to keep
any such registration statement effective for more than one hundred and eighty
(180) days.
10
Purchase Agreement – Madrona
Ventures Inc.
7.2 Expenses. All
expenses in connection with the preparation and filing of a registration
statement filed pursuant to Section 7.1 shall be borne solely by the Company,
except for any transfer taxes payable with respect to the disposition of such
Shares, and any underwriting discounts and selling commissions applicable solely
to such sales of Shares, which shall be paid by the Holders of the Shares being
registered.
ARTICLE
VIII
MISCELLANEOUS
8.1 Consent to Amendments;
Waivers. The provisions of this Agreement may be amended, and the
Purchaser may take any action herein prohibited, or omit to perform any act
herein required to be performed by it, only if the Purchaser has obtained the
written consent of the Seller. No other course of dealing between the Purchaser
and Seller or any delay in exercising any rights hereunder or under any of the
Related Agreements shall operate as a waiver of any rights of any such Seller.
If the Purchaser pays any consideration to any Person for such consent to any
amendment, modification or waiver hereunder or under any of the Related
Agreements, the Purchaser shall also pay each Seller granting its consent
equivalent consideration computed on a pro rata basis. Any waiver, permit,
consent or approval of any kind or character on the part of any party of any
provisions or conditions of this Agreement or any of the Related Agreements must
be made in writing and shall be effective only to the extent specifically set
forth in such writing.
8.2 Representations and
Warranties: Indemnification.
(a) All
representations and warranties contained herein or in any of the Related
Agreements or made in writing by any party in connection herewith or therewith
will survive the execution and delivery of this Agreement and any investigation
made at any time by or on behalf of the Sellers.
(b) The
Purchaser will defend, indemnify and hold the Sellers or any other holder of all
or any part of the Shares harmless from and against any and all actions, suits,
losses, damages, liabilities, claims, obligations and expenses (including, but
not limited to, legal fees and court costs) (“Losses”), whether or not resulting
from judgments or arbitration awards, that shall be suffered or incurred by such
Sellers, resulting from or arising out of any breach of any of the
representations, warranties or covenants of the Purchasers contained in this
Agreement or in any Related Agreement or in any schedule, certificate, exhibit
or other instrument furnished or to be furnished by the Purchaser hereunder or
thereunder.
11
Purchase Agreement – Madrona
Ventures Inc.
(c) Each
Seller will, jointly and severally, defend, indemnify and hold the Purchaser
harmless from and against any and all Losses, whether or not resulting from
judgment or arbitration awards, that shall be suffered or incurred by the
Purchaser resulting from or arising out of any breach of any of the
representations, warranties or covenants of the Sellers contained in this
Agreement or in any Related Agreement or in any schedule, certificate, exhibit
or other instrument furnished or to be furnished by the Sellers hereunder or
thereunder.
8.3 Successors and
Assigns. Except as otherwise expressly provided herein, all covenants and
agreements contained in this Agreement by or on behalf of any of the parties
hereto will bind and inure to the benefit of the respective successors and
assigns of the parties hereto, whether so expressed or not, provided, however,
that neither party shall assign (by operation of law or otherwise) this
Agreement or any part hereof or any obligation hereunder without the prior
written consent of the Purchaser or Seller, as the case may be. The Shares may
not be transferred unless such transfer is registered under the Securities Act
or unless an exemption from such registration is available, which exemption
shall be established either by an opinion of counsel delivered by the Seller of
the Shares being transferred or by other customary means.
8.4 Descriptive Headings.
The descriptive headings of this Agreement are inserted for convenience of
reference only and do not constitute a part of and shall not be utilized in
interpreting this Agreement.
8.5 Notices. Any notices
required or permitted to be sent hereunder shall be delivered personally or
mailed, by certified mail, return receipt requested, or delivered by overnight
courier service to the following addresses, or such other address as any party
hereto designates by written notice to the Purchaser, and shall be deemed to
have been given upon delivery, if delivered personally, five days after mailing,
if mailed, or one business day after delivery to the courier, if delivered by
overnight courier service.
|
If
to the Purchaser, to:
|
MADRONA
VENTURES, Inc.
|
|
▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇., ▇▇▇. ▇▇▇
|
|
|
▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇ ▇▇▇
|
|
|
Attn:
Seijin Ki, President
|
If to the
Sellers, to the addresses specified upon the Signature Page attached
hereto.
8.6 Governing Law. This
Agreement and the rights and duties of the parties hereto shall be governed by
the laws of the State of Nevada (without regard to principles of conflicts of
law).
8.7 Execution in
Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and such counterparts together shall constitute one
instrument.
12
Purchase Agreement – Madrona
Ventures Inc.
8.8 Consent to
Jurisdiction. The Purchaser and the Sellers hereby irrevocably agree that
any suit, action, proceeding or claim against it arising out of or in any way
relating to this agreement or any of the related agreements, or any judgment
entered by any court in respect thereof, may be brought or enforced in the state
or federal courts located in Las Vegas, Nevada and hereby irrevocably waives, to
the fullest extent permitted by law, any objection which they may now or
hereafter have to the venue of any proceeding brought in Las Vegas, Nevada and
further irrevocably waives any claims that any such proceeding has been brought
in an inconvenient forum.
[The
remainder of this page intentionally left blank.]
13
Purchase Agreement – Madrona
Ventures Inc.
The
parties hereto have executed this Purchase Agreement as of the ___ day of
August, 2009.
|
PURCHASER:
|
|
|
MADRONA
VENTURES, INC.
|
|
|
|
|
|
By:
/s/
Seijin Ki
|
|
|
|
Seijin
Ki, President
|
|
SELLER/SELLERS:
|
|
|
/s/▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇
|
|
|
Signature
|
|
|
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
|
|
|
Print
Name
|
|
|
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇,
|
|
|
▇▇▇▇▇▇▇, ▇▇▇▇▇
|
|
|
Address
|
|
|
Ph:
▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
|
|
|
Telephone
|
|
|
Soc.
Sec. No
______________________
|
14
Purchase Agreement – Madrona
Ventures Inc.
EXHIBIT
1
15
Purchase Agreement –
Madrona Ventures Inc.
EXHIBIT
2
16