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AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT made the 4
th day of May 2009.
BETWEEN:
Bruce Lawton
a Businessman in the State
of
Virginia
(hereinafter the Vendors)
-and-
W2 Energy Inc.
(Nevada)
(hereinafter the
Purchasers)
WHEREAS the Purchasers own and operate a
technology Company at 18 Airpark Place Guelph Ontario Canada as a
Nevada incorporation (the "Business");
AND WHEREAS the Vendors have agreed
to sell to the Purchasers and the Purchasers have agreed to
purchase from the Vendors the Purchased Technology as defined in
schedule "B", on and subject to the terms of this Agreement and
Term Sheet as attached in schedule "C".
IN CONSIDERATION of the mutual covenants and
agreements set out the parties respectively covenant and agree as
follows.
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In this offer
and in the attached schedules which font part of this offer,
the following words shall have the following meaning:
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(a)
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"Closing Date"
shall mean the 15th day of May 2009;
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(b)
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"Technology
shall mean the goods, products and related items sold by the
Vendor;
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(c)
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"Valuation
Date" shall mean the close of business on the 14th, clay of May
2009;
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(d)
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"Purchase
Price" shall mean the amount set out in paragraph 2;
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(e)
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"Purchased
Technology" shall mean the purchased technology or assets described
in schedule "A"
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Purchase
Price. Subject to the
terms and conditions of this Agreement, and subject to any
adjustments provided for, the Vendor agrees to sell, assign and
transfer to the Purchasers and the Purchasers agrees to purchase
from the Vendors, the Purchased Technology for an aggregate
purchase price of 1,250.000 shares of the capital stock of W2
Energy Inc
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3.
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Payment of
Purchase Price. The
Purchase Price for the Purchased Technology shall be paid and
satisfied by the Purchasers as follows:
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1.000,000
shares of the capital stock of W2 Energy for the purchase of the
Peltier Module technology for the purpose of Power
Generation
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250,000 shares
of the capital stock of W2 Energy lnc. for the rights to develop
the Windows based version of the Thinking Home e
Software.
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W2 Solar a wholly owned subsidiary of W2 Energy
Inc. Will enter into a separate sub contractor agreement as defined
by the "Term Sheet" attached herein as schedule ''D"
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Delivery of
payment by Computershare Trust, payable to the Vendors on the
Closing Date;
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On the Closing
Date, the Vendors shall deliver to the Purchasers the following,
all in form satisfactory to the Purchasers, acting
reasonably:
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a statutory
declaration by the Vendors that the warranties and representations
set out in Schedule "A'' are true and correct. as of the Closing
Date;
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an acknowledgement by the Vendors that the
warranties and representations set out in Schedule "A" shall
survive for a period of three (3) years following the Closing Date;
and
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Provided that if the Vendors are unable for any
reason to deliver to the Purchasers any one or more of the
foregoing, using his best efforts, then this offer shall be null
and void. and the agreement arising from
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