PURCHASE & SALE AGREEMENT
Dated: October 15, 2006
AMONG: Chenzhou Global Graphite Inc., a company incorporated in
Chenzhou City,
Hunan Province, People's Republic of China ("CGGI");
AND: Western
Mercantile Enterprises (Canada) Inc., a corporation
incorporated
under the laws of the Province of British Columbia, Canada ("WMEC",
or
"Shareholder")
AND: iCarbon
Corporation, a company incorporated in the State of Nevada, the
United States
(ICARBON")
WHEREAS at this date WMEC is the sole registered owner of the
issued and
outstanding capital of CGGI and holds that in trust for the benefit
of
Shareholders of WMEC.
WHEREAS CGGI and all
of its Shareholders have agreed to sell 100% of the issued
and outstanding share capital of CGGI and ICARBON has agreed to buy
all the
share capital of CGGI upon the terms and conditions set forth
herein.
WHEREAS the Shareholder authorized CGGI to take the necessary
actions on behalf
of the Shareholder to complete the sale of their Shares
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of
the mutual
covenants contained herein, CGGI, WMEC and ICARBON agree as
follows:
ARTICLE I
DEFINED TERMS AND INTERPRETATION
1.1 Definitions. Whenever used in this Agreement, unless there is
something in
the subject matter or context inconsistent therewith, the following
words and
terms shall have the following meanings, respectively:
a.
"Closing" means the earliest date when all deliverables required to
be
delivered
by the parties can be delivered, and a date that is no later
than sixty
(60) days from the date first written above, unless extended by
amendment
and unanimous agreement of the parties.
b.
"Consents" means consents, approvals, authorizations, and any form
of
agreement
necessary to give valid affect to this Agreement.
c.
"Contractual or Other Right or Obligation" means any form of
agreement,
contract,
instrument, license, permit, registration, judgement, order,
decree,
indenture, lease, engagement, or commitment.
d.
"Encumbrance" means any form of agreement, option,
understanding,
commitment, equity, covenant, mortgage, charge, security interest,
lien,
adverse
claim, pledge, demand, action, restriction, order, judgement,
decree,
right or privilege affecting or capable of affecting title to
any
conveyance
between the Parties.
e.
"ICarbon Shares" shall mean the common equity shares in the capital
of
iCarbon,
which iCarbon agrees to exchange in part consideration for 100%
of the
share capital of CGGI pursuant to this Agreement.
f.
"Parties" means the parties to this Agreement; CGGI, WMEC and
iCarbon
Corporation, and "Party" means anyone of them.
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g.
"Permitted encumbrances" means defects or irregularities in title
which
are of a
minor nature and do not, in the aggregate, adversely affect the
interest of the
Parties.
h.
"Shareholder" mean collectively the beneficial owners of all the
issued
and
outstanding shares of CGGI registered to and held in trust by
WMEC,
whether
held by WMEC or distributed to shareholders of WMEC while this
agreement
is in effect.
i. "CGGI
Shares" means all of the common equity shares of CGGI
beneficially owned by the Shareholder.
j. "Taxes"
means any municipal taxes or real estate taxes or other taxes,
assessments, levies, imposts or charges payable to or exigible by
any
governmental agency, authority or instrumentality upon the
Property.
k. "this
Agreement", "herein", "hereto", "hereby", "hereunder", "hereof"
and
similar expressions refer to this Agreement and not to any
particular
clause,
sub-clause, section, subsection or paragraph, or other portion
hereof,
and include amendments hereto, any agreement which is
supplementary to or in amendment or confirmation of this Agreement
and any
schedules
hereto or thereto;
1.2 Gender and Number. Any reference in this Agreement to gender
shall include
all genders and words used herein importing the singular number
only shall
include the plural and vice versa.
1.3 Headings, Etc. The division of this Agreement into Articles,
Sections,
Subsections and other subdivisions and the insertion of headings
are for
convenience of reference only, and shall not affect or be utilized
in the
construction or interpretation hereof.
1.4 Governing Law. This Agreement shall be construed and
interpreted in
accordance with the laws of the People's Republic of China
applicable therein.
The Parties irrevocably submit to the jurisdiction of the courts of
the People's
Republic of China.
1.5 Knowledge. Any reference to the knowledge of the Parties shall
mean the
actual knowledge of such party, without inquiry and not
constructive knowledge.
The actual knowledge of a director or officer of the Corporation
shall for the
purposes of determining actual knowledge of a Shareholder who is
also a director
and Officer be limited to the period of time that such individual
was an officer
or director of the Corporation. The onus of proof on demonstrating
actual
knowledge is on the Party alleging same.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF CGGI
2.1 Representations and Warranties of CGGI and WMEC. CGGI and WMEC
represent and
warrant to ICARBON as follows, and acknowledge ICARBON is relying
upon such
representations and warranties in connection with the entering into
of this
Agreement and the consummation of the transactions contemplated
hereby:
2.1.1 Subsistence. CGGI and WMEC each have the necessary power and
authority to
enter into this Agreement and to convey that to be conveyed by the
terms hereof.
2.1.2 Consents. Consents or filings required to be obtained or made
by CGGI or
WMEC to complete the transactions contemplated by this Agreement,
can and will
be made, and CGGI and WMEC are not aware of any consents required
to be obtained
other than consents listed herein, or by their nature, inferred or
implied to
have been obtained, or will be obtained by CGGI or WMEC.
2
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2.1.3 Litigation. There is no action, suit, or proceeding, at law
or in equity;
no claim or demand by any person or entity, or any investigation,
arbitration or
any administrative or other proceeding pending, or, to the best of
the knowledge
of CGGI, threatened against or affecting its ability to perform the
obligations
of this Agreement other than performance of things made known to
ICARBON in
writing, the remedy for which can be obtained by CGGI or is
otherwise satisfied
by this agreement.
2.1.4 Restrictive Docu
