Exhibit 2.2
SHARE EXCHANGE AGREEMENT
THIS AGREEMENT is dated for reference the 31st day December, 2001 between
MicroAccel, Inc., a company incorporated under the laws of the State of Utah
(the "Company"), Network Lifestyle Radio Corp., a company incorporated under the
laws of the State of Delaware ("NLR"), and the undersigned shareholder of NLR
(the "Undersigned").
WHEREAS:
A. The Undersigned owns that number NLR Shares as set out next to his/its name
on the execution page of this Agreement;
B. The Company desires to acquire all of the issued and outstanding common
stock of NLR in exchange for Shares of the Company, subject to the terms
set forth in this Agreement; and
C. The Undersigned proposes to exchange all of his/its shares in the capital
of NLR for Shares of the Company.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained
in this Agreement and other good and valuable consideration, the receipt and
sufficiency of which is acknowledged, the parties agree as follows:
1 INTERPRETATION
1.1 Definitions: In this Agreement and in any schedules and amendments, the
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following terms shall have the meanings set forth below unless the context
otherwise requires:
(a) "Agreement" means this Agreement including the Schedules attached as
the same may be amended or supplemented from time to time;
(b) "Closing" means the completion of the sale and purchase of the NLR
Shares as provided for in this Agreement;
(c) "Closing Date" means February 11, 2002 or such earlier or later date
as determined by NLR and the Company;
(d) "Effective Date" means February 11, 2002.
(e) "Encumbrances" means and includes, whether or not registered or
recorded, any and all:
(i) mortgages, assignments of rent, liens, licences, leases, charges,
security interests, hypothecs, and pledges whether fixed or
floating against property (whether real, personal, mixed,
tangible or intangible), or conditional sales contracts or title
retention agreements or equipment trusts or financing leases
relating thereto, or any subordination to any right or claim of
others in respect thereof;
(ii) claims, interests and estates against or in proper (whether real,
personal, mixed, tangible or intangible) including easements,
rights-of-way servitudes or other similar rights in property
granted to or reserved or taken by any person or any governmental
body or authority;
(iii) any option, or other right to acquire, or acquire any interest
in, any property; and
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(iv) other encumbrances of whatsoever nature and kind against property
(whether real, personal, mixed, tangible or intangible);
(f) "Exchange Shares" means the Shares issued by the Company in exchange
for NLR Shares.
(g) "NLR Shares" means that number of shares of the common stock, $0.001
par value, of NLR that is set out opposite the Undersigned's name on
the execution page hereof;
(h) "Person" means an individual, a corporation, a partnership, a trust,
an unincorporated organization or a government agency or
instrumentality;
(i) "Place of Closing" means the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇;
(j) "Registrable Securities" means the Exchange Shares issued to NLR
shareholders in connection with the Company's acquisition of NLR ,
save and except for an aggregate of 2,300,000 Exchange Shares owned
directly or indirectly by the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (aka ▇▇▇▇▇ ▇▇▇▇▇) and
1,000,000 Exchange Shares owned by ▇▇▇▇ ▇▇▇▇▇▇ (the "Non-Registrable
Exchange Shares") until (i) all Exchange Shares, except the
Non-Registrable Exchange Shares, have been disposed of pursuant to the
Registration Statement, (ii) all Exchange Shares have been sold under
circumstances under which all of the applicable conditions of Rule 144
(or any similar provision then in force) under the U.S. Securities Act
are met, (iii) all Exchange Shares have been otherwise transferred to
persons who may trade such Securities without restriction under the
U.S. Securities Act, and the Company has delivered a new certificate
or other evidence of ownership for such Securities not bearing a
restrictive legend or (iv) such time as, in the opinion of counsel to
the Company, all Exchange Shares may be sold without any time, volume
or manner limitations pursuant to Rule 144(k) (or any similar
provision then in effect) under the U.S. Securities Act. In the event
of any merger, reorganization, consolidation, recapitalization or
other change in corporate structure affecting the Exchange Shares,
such adjustment shall be deemed to be made in the definition of
"Registrable Security" as is appropriate in order to prevent any
dilution or enlargement of the rights granted pursuant to this
Agreement;
(k) "Registration Expenses" shall mean all expenses incurred by the
Company in complying with Section 6 of this Agreement, including,
without limitation, all registration, qualification and filing fees,
printing expenses, escrow fees, fees and disbursements of legal
counsel for the Company, exchange listing fees, NASD fees, blue sky
fees and expenses, and the expense of any financial audits incident to
or required by any such registration (but excluding the compensation
of regular employees of the Company, which shall be paid in any event
by the Company);
(l) "Registration Statement" means the registration statement of Form SB2,
or such other form as may be available to the Company, be filed with
the SEC in connection with the registration of the Registrable
Securities pursuant to Section 6 hereof;
(m) "SEC" means the United States Securities and Exchange Commission;
(n) "Selling Shareholder" means holder of Registrable Securities;
(o) "Shares" means shares of common stock, $0.001 par value, of the
Company;
(p) "Timing of Closing" means 10:00 a.m. (Pacific Standard Time) on the
Closing Date;
(q) "U.S. Exchange Act" means the United States Securities and Exchange
Act of 1934, as amended;
(r) "U.S. Securities Act" means the United States Securities Act of 1933,
as amended.
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1.2 Division, Headings, Index: The division of this Agreement into sections,
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subsections and paragraphs and the insertion of headings and any index
provided are for convenience of reference only and shall not affect the
construction or interpretation of this Agreement.
1.3 Gender and Number: Unless the context otherwise requires, words
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importing the singular include the plural and vice versa and words
importing gender include both genders.
1.4 Currency: All dollar amounts referred to in this Agreement are stated in
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United States of America currency, unless otherwise expressly stated.
2 SHARE EXCHANGE
2.1 Share Exchange: On the Closing Date and subject to the terms and
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conditions contained in this Agreement, the Undersigned shall sell, assign
and transfer and deliver to the Company all of the NLR Shares owned by the
Undersigned and in exchange therefor, the Company shall issue to the
Undersigned one Exchange Share for each NLR Share exchanged. The parties
mutually agree that the total fair market value of the Exchanged Shares to
be issued to the Undersigned is equal to the total fair market value of the
NLR Shares being exchanged. The Undersigned shall deliver to the Company at
Closing certificates evidencing the NLR Shares, duly endorsed for transfer
or accompanied by duly executed and appropriate stock powers, and the
Company shall deliver certificates evidencing the Exchange Shares as set
forth in Section 2.2 of this Agreement.
2.2 Company Shares: The Undersigned directs the Company to deliver to
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (aka ▇▇▇▇▇ ▇▇▇▇▇) at Closing share certificates
representing that number of Exchange Shares shown opposite the Undersigned
on the execution page of this Agreement registered in the name of the
Undersigned.
2.3 Effective Date: Notwithstanding the Closing Date, all transactions
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contemplated in this Agreement will be effective on the Effective Date and
all income from the business of NLR will accrue to the benefit of the
Company from the Effective Date.
3 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLING SHAREHOLDER
The Undersigned represents and warrants to the Company and NLR as follows
and acknowledges that the Company is relying upon such representations and
warranties in connection with the exchange of the NLR Shares for the
Exchange Shares:
3.1 Individual Authority: The Undersigned has the legal capacity, power and
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authority to hold the NLR Shares to be owned by him on the Closing Date, to
enter into this Agreement and to transfer the legal and beneficial title
and ownership of the NLR Shares free of Encumbrances.
3.2 Ownership: At the time of closing, the Undersigned shall own that
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number of NLR Shares as set out opposite his name on the execution page
hereof.
3.3 Shareholder Questionnaire: The Undersigned shall deliver to the Company
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a duly completed and executed Shareholder Questionnaire, attached as
Schedule A to this Agreement.
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3.4 Delivery of Documents: The Undersigned shall deliver to the Company all
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necessary transfers, assignments and other documentation to transfer to the
Company the NLR Shares owned by him with good and marketable title, free of
Encumbrances and without any right of set-off.
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4 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
The Company represents, warrants and covenants to and with the
Undersigned's as follows and acknowledges that the Undersigned is relying
upon such representations, warranties and covenants in connection with the
exchange of the NLR Shares for the Exchange Shares:
4.1 Corporate Status and Authority: The Company is a valid and subsisting
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corporation, duly incorporated and in good standing under the law of the
State Utah, and is duly qualified and authorized to carry on its businesses
as they are presently carried on and is in good standing as a foreign
corporation and is duly qualified and authorized to carry on business in
each jurisdiction in which the character of its properties or the nature of
its businesses made such qualification or authorization necessary and has
all requisite power and authority to carry on its business as it is now
carried on and to own, lease and operate its properties and assets.
4.2 Authorization: The Company has full corporate power, capacity and
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authority to enter into this Agreement on the terms and conditions hereof
and all necessary corporate acts have been performed in order to authorize
this Agreement.
4.3 Regulatory Approval: The Company has complied and will comply fully with
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the requirements of all applicable corporate and securities laws in
relation to the issue of the Exchange Shares on the exchange of the NLR
Shares (subject to the accuracy of the representations of the Undersigned
contained herein). The entering into and performance of this Agreement and
the transactions contemplated herein will not result in the violation of
any of the terms and provisions of the articles of incorporation, bylaws or
other constating documents of the Company, any shareholders' or directors'
resolution or of any indenture or other agreement, written or oral, to
which the Company may be a party or by which the Company may be bound or to
which it may be subject or any judgment, decree, order, rule or regulation
of any court or administrative body by which the Company is bound or to the
knowledge of the Company, any statute or regulation applicable to the
Company.
4.4 Share Transfer Restrictions: No order ceasing or suspending trading in
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securities of the Company nor prohibiting the sale of such securities has
been issued to the Company or its directors, officers or promoters or to
any other companies that have common directors, officers or promoters and
no investigations or proceedings for such purposes are pending or
threatened in writing by an officer or official of a competent authority.
4.5 Issued Share Capital: On the Closing Date, the authorized capital of the
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Company will be 200,000,000 shares, of which 4,961,543 shares will be
issued and outstanding. In addition, the Company will have 100,000 stock
options outstanding as of the Closing Date which may by the Time of Closing
be exchanged or exercised into 100,000 Shares of the Company. The Company's
issued and outstanding Shares are validly issued, fully paid and
non-assessable and such Shares were issued in compliance with applicable
federal and state securities laws, including but not limited to the
registration requirements of Section 5 of the U.S. Securities Act or an
exemption therefrom.
4.6 Fully Paid Shares: Upon completion of the transactions contemplated in
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this Agreement, the Exchange Shares issued by the Company to the
Undersigned will be fully paid and non-assessable shares of the common
stock of the Company, and clear of all restrictions on transfer (other than
restrictions under applicable securities laws or as otherwise contemplated
in this Agreement), liens, charges and encumbrances.
4.7 SEC Filings: The Company's Annual Report on Form 10-KSB signed on behalf
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of the Company on March 29, 2001 has been duly filed with the SEC pursuant
to the U.S. Exchange Act, and is true and correct in all material respects
as at the date hereof and, except to the extent superseded by the Company's
Form 10-QSB dated November 13, 2001 for the quarter ended September 30,
2001 filed with the SEC, and any subsequent quarterly or current reports
filed with the SEC prior to the Closing Date, shall be true and correct in
all material respects at the Closing Date.
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4.8 Quotation: The Company's Shares are quoted on the NASD's OTC Bulletin
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Board ("NASD OTCBB") and, prior to the Closing, the Company will do all
necessary acts and things to maintain the quotation of the Company's Shares
on the NASD OTCBB. The Company has not received notice from NASD or the SEC
that the Company's Shares are ineligible for quotation on the NASD OTCBB
4.9 Board of Directors: The Company will appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and
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▇▇▇▇ ▇▇▇▇▇▇ to its Board of Directors on Closing and will nominate them to
serve as Directors to the Company's Board at the next annual general
meeting of shareholders following the Closing.
4.10 Information Statement: The disclosure in the Information Statement
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dated January 23, 2002 delivered by NLR to its shareholders is true and
correct with respect to the statements and disclosure pertaining to the
Company.
4.11 Operations Prior to Closing: Prior to the Closing Date, except as
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otherwise consented to or approved by the other party in writing:
(a) The Company shall not issue or sell any Shares, or issue options,
warrants to purchase, conversion privileges or other rights to
subscribe for or enter into any arrangements or contract with respect
to any Shares, other than as contemplated or disclosed herein;
(b) The Company shall file when due all reports required to be filed under
the Exchange Act;
(c) The Company shall not declare, pay or set aside for payment any
dividend or other distribution in respect of the Shares nor shall the
Company redeem, purchase or otherwise acquire any of the Shares; and
(d) The Company shall use its best efforts to preserve its corporate
existence and business organizations intact.
5 CONDITIONS OF CLOSING
5.1 Conditions of Closing in Favour of the Company: The obligation of the
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Company to complete the exchange of the NLR Shares for the Exchange Shares
is subject to the following terms and conditions for the exclusive benefit
of the Company, to be fulfilled or performed at or prior to the Time of
Closing or waived in whole on in part by the Company at its sole discretion
without prejudice to any rights that the Company may otherwise have:
(a) Representations and Warranties: The representations and warranties of
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the Undersigned contained in this Agreement shall be true and correct
in all material respects at the Time of Closing, with the same force
and effect as if such representations and warranties were made at and
as of such time;
(b) Covenants: All of the covenants and agreements of the Undersigned and
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all other terms of this Agreement to be complied with or performed by
the Undersigned at or before the Time of Closing shall have been
complied with or performed;
(c) Shareholder Questionnaire: The Undersigned has delivered to the
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Company a Shareholder Questionnaire in the form attached as Schedule A
to this Agreement;
(d) Regulatory Consents: There shall have been obtained, from all
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appropriate federal and state or other governmental or administrative
bodies or stock exchanges, such licences, permits, consents,
approvals, certificates, registrations and authorization as are
required to permit the change of ownership of the NLR Shares and the
transactions as contemplated herein;
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(e) Indemnity Agreement: The Company has entered into a Share Exchange and
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Indemnification Agreement with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (aka ▇▇▇▇▇ ▇▇▇▇▇)
and ▇▇▇▇ ▇▇▇▇▇▇ in a form satisfactory to the Company; and
(f) Shareholder Participation: The Company has entered into Share Exchange
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Agreements whereby on closing such agreements, the Company will own
95% of the issued common stock of NLR.
If any of the conditions contained in this Subsection 5.1 shall not be
performed or fulfilled at or prior to the time of closing to the
satisfaction of the Company, acting reasonably, the Company may, by notice
to the Undersigned, terminate this Agreement and the obligations of the
Undersigned, the Company under this Agreement, provided that the Company
may also bring an action against the Undersigned for damages suffered by
the Company where the non-performance or non-fulfillment of the relevant
condition is as a result of a breach of covenant, representation or
warranty (as the same may be modified by a notice) by the Undersigned. Any
such condition may be waived in whole or in part by the Company without
prejudice to any claims it may have for breach of covenant, representation
or warranty.
5.2 Conditions of Closing in Favour of the Undersigned: The exchange of the
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NLR Shares for the Exchange Shares is subject to the following terms and
conditions for the exclusive benefit of the Undersigned to be fulfilled or
performed at or prior to the Time of Closing:
(a) Representations and Warranties: The representations and warranties of
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the Company contained in this Agreement shall be true and correct at
the Time of Closing, with the same force and effect as if such
representations and warranties were made at and as of such time;
(b) Covenants: All of the terms, covenants and conditions of this
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Agreement to be complied with or performed by the Company at or before
the Time of Closing shall have been complied with or performed.
If any of the conditions contained in this Subsection 5.2 shall not be performed
or fulfilled at or prior to the Time of closing to the satisfaction of the
Undersigned, acting reasonably, the Undersigned may, by notice to the Company,
terminate this Agreement and the obligations of the Undersigned and the Company
under this Agreement, provided that the Undersigned may also bring an action
against the Company for damages suffered by the Undersigned where the
non-performance or non-fulfillment of the relevant condition is as a result of a
breach of covenant, representations or warranty by the Company. Any such
condition may be waived in whole or in part by the Undersigned without prejudice
to any claims they may have for breach of covenant, representation or warranty.
5.3 Parties' Efforts: The parties shall use reasonable commercial efforts to
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satisfy the conditions contained in Section 5.
6 REGISTRATION STATEMENT
6.1 As soon as possible after Closing, but in any event no more than 120 days
after the Closing Date, the Company will file the Registration Statement
with the SEC for the purpose of qualifying the resale of the Registrable
Securities in accordance with the U.S. Securities Act and will use its
commercially reasonable efforts to have the Registration Statement declared
effective by the SEC.
6.2 The Company will maintain the Registration Statement or post-effective
amendment filed under this Section 6 hereof effective under the U.S.
Securities Act until the earlier of (i) 12 months from the first day of
which the Registration Statement is effective, (ii) all Exchange Shares,
except the Non-Registrable Exchange Shares, have been disposed of pursuant
to the Registration Statement, (iii) all Exchange Shares have been sold
under circumstances under which all of the applicable conditions of Rule
144 (or any similar provision then in force) under the U.S. Securities Act
are met, (iv) all Exchange Shares have been otherwise transferred to
persons who may trade such Exchange Shares without restriction under the
U.S.
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Securities Act, and the Company has delivered a new certificate or other
evidence of ownership for such securities not bearing a restrictive legend
or (v) such time as, in the opinion of counsel to the Company, all Exchange
Shares may be sold without any time, volume or manner limitations pursuant
to Rule 144(k) (or any similar provision then in effect) under the U.S.
Securities Act.
6.3 The Company will use its commercially reasonable efforts to effect the
registration and sale of such Registrable Securities in accordance with
such reasonable methods of disposition as may be specified in writing by
the Selling Shareholders participating therein. Without limiting the
foregoing, the Company in each such case will, as expeditiously as is
commercially reasonable:
(a) prepare and file with the SEC the Registration Statement to effect
such registration (including such audited financial statements as may
be required by the U.S. Securities Act or the rules and regulations
promulgated thereunder) and use its reasonable commercial efforts to
cause such registration statement to become effective, and cause the
Registration Statement and the related prospectus and any amendment or
supplement thereto, as of the effective date of the Registration
Statement, or such amendment or supplement, (A) to comply in all
material respects with the applicable requirements of the U.S.
Securities Act and the rules and regulations of the SEC promulgated
under the U.S. Securities Act and (B) not to contain any untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein in
the light of all the facts and circumstances not misleading;
(b) promptly prepare and file with the SEC such amendments and supplements
to the Registration Statement and the prospectus used in connection
with the Registration Statement as may be necessary to keep the
Registration Statement effective and to comply with the provisions of
the U.S. Securities Act with respect to the disposition of all
Registrable Securities covered by the Registration Statement until the
earlier of such time as all Registrable Securities have been disposed
of in accordance with the intended methods of disposition by the
selling shareholder or shareholders thereof set forth in the
Registration Statement or a date calculated as described in Section
6.2 hereof;
(c) furnish to each Selling Shareholder any prospectus filed under Rule
424 promulgated under the U.S. Securities Act relating to such
seller's Registrable Securities and such other documents as such
seller may reasonably request to facilitate the disposition of its
Registrable Securities;
(d) use its commercially reasonable efforts to register or qualify all
Registrable Securities and other securities covered by the
Registration Statement under such securities or blue sky laws of the
states of the United States as each selling shareholder shall
reasonably request, to keep such registration or qualification in
effect for so long as the Registration Statement remains in effect
(subject to the limitations in Section 6.3) except that the Company
shall not for any such purpose be required to qualify generally to do
business as a foreign corporation in any jurisdiction in which it is
not and would not, but for the requirements of this Subsection 6.3(d),
be obligated to be so qualified, or to subject itself to taxation in
any such jurisdiction, or to consent to general service of process in
any such jurisdiction;
(e) immediately notify the Selling Shareholder, at any time when a
prospectus or prospectus supplement relating thereto is required to be
delivered under the U.S. Securities Act, upon discovery that, or upon
the happening of any event as a result of which, the prospectus
included in the Registration Statement, as then in effect, includes an
untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then
existing, which untrue statement or omission requires amendment of the
Registration Statement or supplementation of the prospectus, and
promptly thereafter prepare and furnish to such selling shareholder a
reasonable number of copies of a supplement to the Selling Shareholder
of such Registrable Securities such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading in the light of the facts and circumstances
then existing;
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(f) otherwise use commercially reasonable efforts to comply with all
applicable rules and regulations of the SEC;
(g) provide and cause to be maintained a transfer agent and registrar for
all Registrable Securities covered by the Registration Statement from
and after a date not later than the effective date of the Registration
Statement and cause all such Registrable Securities to be listed on
such national securities exchange or automated system on which the
class of Registrable Securities is then listed; and
(h) pay all Registration Expenses in connection with the registration of
the Registrable Securities.
6.4 If at any time or from time to time after the effective date of the
Registration Statement, the Company notifies the Selling Shareholders in
writing of the existence of a Potential Material Event (as defined below),
the Selling Shareholder shall not offer or sell any Registrable Securities
or engage in any other transaction involving or relating to Registrable
Securities, from the time of the giving of notice with respect to a
Potential Material Event until such Selling Shareholder receives written
notice from the Company that such Potential Material Event either has been
disclosed to the public or no longer constitutes a Potential Material
Event; then the Company may postpone or suspend filing or effectiveness of
a registration statement for a period not to exceed thirty (30) consecutive
days; provided that the Company may not postpone or suspend its obligation
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under this Section 6.4 for more than forty-five (45) days in the aggregate
during any 12 month period, unless written consent to postpone or suspend
the Company's obligations is provided by the Selling Shareholders holding a
majority of the Registrable Securities, which consent shall not be
unreasonably withheld. The Company must give the Selling Shareholders
notice in writing at least two (2) trading days (in which the Shares are
quoted on the NASD Over The Counter Bulletin Board) prior to the first day
of the blackout period, if lawful to do so. "Potential Material Event"
means any of the following: (a) the possession by the Company of material
information that is not ripe for disclosure in a registration statement, as
determined in good faith by the Chief Executive Officer or the Board of
Directors of the Company or that disclosure of such information in the
Registration Statement would be detrimental to the business and affairs of
the Company; or (b) any material engagement or activity by the Company
which would, in the good faith determination of the Chief Executive Officer
or the Board of Directors of the Company, be adversely affected by
disclosure in a registration statement at such time, which determination
shall be accompanied by a good faith determination by the Chief Executive
Officer or the Board of Directors of the Company that the Registration
Statement would be materially misleading absent the inclusion of such
information.
6.5 The Undersigned will cooperate with the Company in all respects in
connection with Section 6 of this Agreement, including timely supplying all
information reasonably requested by the Company (which shall include all
information regarding the Undersigned and proposed manner of sale of the
Registrable Securities required to be disclosed in the Registration
Statement) and executing and returning all documents reasonably requested
in connection with the registration and sale of the Registrable Securities
in accordance with applicable legislation.
7 GENERAL MATTERS
7.1 Governing Law and Arbitration: This Agreement shall be governed by and
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construed in accordance with the laws of the State of Washington. Any
dispute arising out of or in connection with this Agreement, including any
question regarding its existence, validity or termination, shall be
referred to and finally resolved by arbitration under the rules of the
American Arbitration Association which rules are deemed to be incorporated
by reference into this clause. The number of arbitrators shall be one. The
place of arbitration shall be King County, Washington. The parties
expressly waive and forego any right to punitive, exemplary or other
similar damages unless an applicable statute requires the award of such
damages or that compensatory damages be increased in a specified manner.
This provision is not intended to apply to any award of arbitration costs
to a party to compensate for dilatory or bad faith conduct in the
arbitration pursuant to this paragraph. The prevailing parties shall also
be entitled to an award of reasonable attorney's fees.
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7.2 Entire Agreement: Except as may be otherwise expressly agreed between
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the parties in writing, this Agreement constitutes the entire agreement
between the parties pertaining to the subject matter and there are no oral
statements, warranties, representations or other agreements between the
parties in connection with the subject matter except as specifically set
forth or referred to herein. No amendment, waiver or termination of this
Agreement shall be binding unless executed in writing by the party or
parties to be bound thereby. No waiver of any provision of this Agreement
shall be deemed or shall constitute a waiver of any other provision nor
shall any such waiver constitute a continuing waiver unless otherwise
expressly provided.
7.3 Assignment: The Undersigned will not assign their interests in this
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Agreement without prior written consent of the Company. Prior to shares
exchange, the Company may not assign its interests in this Agreement
without prior written consent of the Undersigned.
7.4 Confidential Information: The Company and the Undersigned covenant to
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hold in strict confidence all information obtained in connection with the
transactions which are the subject matter of this Agreement. If the
transactions, which are the subject matter of this Agreement, are not
completed, this covenant shall continue in full force and effect. All
confidentiality obligations of the Company with respect to the Undersigned,
shall cease upon Closing. Notwithstanding the Closing, the Undersigned
covenants to maintain as confidential all confidential information
respecting the Company in the Undersigned's possession prior to Closing and
all information obtained in connection with the transactions which are the
subject matter of this Agreement including all information concerning the
Company other than information provided to the Undersigned's personal
advisers for the purpose of filing personal tax returns and other similar
matters and other than as may be required to be disclosed by law and other
than information that becomes generally available to the public other than
as a result of a disclosure by the Undersigned or his representatives.
7.5 Non-Waiver: No investigations made by or on behalf of the Company at any
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time shall have the effect of waiving, diminishing the scope of or
otherwise affecting any representations or warranties made herein or
pursuant hereto. No investigations made by or on behalf of the Undersigned
at any time shall have the effect of waiving, diminishing the scope of or
otherwise affecting any representations or warranties made herein or
pursuant hereto.
7.6 Expenses: All costs and expenses incurred in connection with this
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Agreement and the transactions contemplated hereby shall be paid by the
party incurring such expense. The Company shall not bear any legal,
accounting or other costs incurred by the Undersigned.
7.7 Notices: Any notice or other communication required or permitted to be
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given hereunder shall be in writing and delivered or sent by overnight
mail, overnight delivery or telefax and, if telefaxed, shall be deemed to
have been received on the next Business Day following transmittal and
acknowledgment of receipt by the recipient's telefax machine or if
delivered by hand shall be deemed to have been received at the time it is
delivered. Notices addressed to an individual shall be validly given if
left on the premises indicated below. Notice of change of address shall
also be governed by this Subsection 7.7. Notices shall be delivered or
addressed as follows:
(a) If to the Company:
MicroAccel, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ #▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
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(b) If to the Undersigned, at the address set forth on the execution page
of this Agreement.
With copies to:
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇, Esq.
Any party may give written notice of change of address in the same manner,
in which event such notice shall thereafter be given to it as above
provided at such changed address.
7.8 Time of the Essence: Time shall be of the essence of this Agreement.
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7.9 Further Assurances: Each of the parties hereto agrees promptly to do,
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make, execute, deliver or cause to be done, made, executed or delivered at
their own expense all such further acts, documents and things as the other
party hereto may reasonably require for the purpose of giving effect to
this Agreement whether before or after the Closing.
7.10 Severability: If any covenant, obligation or agreement of this
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Agreement, or the application thereof to any person or circumstance shall,
to any extent, be invalid or unenforceable, the remainder of this Agreement
or the application of such covenant, obligation or agreement to persons or
circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and each covenant, obligation
and agreement of this Agreement shall be separately valid and enforceable
to the fullest extent permitted by the law.
[The remainder of this page has intentionally been left blank.]
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7.11 Counterparts: This Agreement may be executed in any number of
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counterparts, each of which when delivered shall be deemed to be an
original and all of which together shall constitute one and the same
document. A signed facsimile or telecopied copy of this Agreement shall be
effectual and valid proof of execution and delivery.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date first hereinabove written.
If Undersigned is an Individual:
SIGNED, SEALED AND DELIVERED by )
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (aka ▇▇▇▇▇ ▇▇▇▇▇) )
In the presence of: )
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) Shareholder Signature
)
)
/s/ ) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (aka ▇▇▇▇▇ ▇▇▇▇▇)
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Witness Signature ) Print Name
)
)
) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
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Print Name ) Residential Address
)
) 3,300,000 Shares
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Address ) Number of Shares of Network
) Lifestyle Radio Corp. Held by
) Shareholder
If Undersigned is a Corporate Entity:
637459 British Columbia Ltd. ) 222,400 Shares
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Print Name of Corporate Entity ) Number of Shares of Network
) Lifestyle Radio Corp. Held by
) Shareholder
)
)
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Authorized Signatory )
)
)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (aka ▇▇▇▇▇ ▇▇▇▇▇) )
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Print Name and Title )
)
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ )
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ )
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Address )
NETWORK LIFESTYLE RADIO CORP. MICROACCEL, INC.
Per: Per:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (aka ▇▇▇▇▇ ▇▇▇▇▇) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
President and Director President and Director
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