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SHARE TRANSFER AGREEMENT
This Agreement dated effective as
of the 16th day of January, 2004.
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BETWEEN:
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NAME OF
TRANSFEROR:
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JACK
MORGAN
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ADDRESS OF
TRANSFEROR:
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375
Newcastle Avenue
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Nanaimo, BC
V9R 5K4
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(the
“Transferor”)
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OF THE FIRST PART
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AND:
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NAME OF
TRANSFEREE:
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W. SCOTT
LAWLER
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ADDRESS OF
TRANSFEREE:
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1530 9
th Avenue, S.E, .
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Calgary, AB
T2G 0T7
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(the
“Transferee”)
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OF THE SECOND PART
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THIS AGREEMENT WITNESSES
THAT in consideration of
the payment of $35,000 US, and other good and valuable
consideration, by the Transferee to the Transferor, payable at
closing, the sufficiency of which is acknowledged, and in reliance
of the representations and warranties of the Transferee, the
Transferor hereby agrees to sell, assign and transfer to the
Transferee an aggregate of up to 5,000,000 shares of common stock
of CELLWAY VENTURES, INC. (the “Company”) (the
“Shares”) free and clear of all liens, charges and
encumbrances. The Transferee acknowledges and agrees that the
Shares are restricted shares, as contemplated under the United
States Securities Act of 1933 (the “1933 Act”)
which have been issued to the Transferor pursuant to Section 4(2)
of the 1933 Act without registration and that all share
certificates representing the Shares will be endorsed with the
following legend:
“ THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN
RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE
ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR
OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE
APPLICABLE PROVISIONS OF THE ACT OR ARE
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