CONCRETE LEVELING SYSTEMS, INC. - and - JERICHO ASSOCIATES, INC. - and - RONALD TASSINARI - and - THE SHAREHOLDERS OF JERICHO ASSOCIATES, INC. _____________________________________________ PURCHASE AGREEMENT _____________________________________________ March 24, 2017 PURCHASE AGREEMENT

This Purchase Agreement (this "Agreement") is entered into as of March 24, 2017,

CONCRETE LEVELING SYSTEMS, INC., a corporation incorporated under the laws of the state of Nevada,

("Buyer")

- and -

Jericho Associates, Inc., a corporation incorporated under the laws of the state of Nevada,

("Jericho" or the “Seller”)

- and -

RONALD TASSINARI, an individual residing in the City of ______________ in the State of ___________________,

("Tassinari")

- and -

Robert Tassinari

- and -

Rudy Prieto

- and -

RT Two, LLC

- and -

RSD FAM, LLC

(collectively with Ronald Tassinari, the "Jericho Shareholders")

AND WHEREAS, Buyer wishes to purchase from the Jericho Shareholders, and the Jericho Shareholders wish to sell to Buyer, all of the issued and outstanding equity interests in the capital of Jericho (the "Equity Purchase");

NOW, THEREFORE, in consideration of the covenants, premises, representations and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

In this Agreement:

This Agreement, the Settlement Agreement and Release, and the Transaction Documents constitute the entire agreement between the Parties pertaining to the transactions contemplated by this Agreement and the Transaction Documents. There are no representations, warranties, covenants, agreements, conditions, indemnities or other provisions, whether oral or written, express or implied, collateral, statutory or otherwise, relating to the transactions contemplated by this Agreement and the Transaction Documents, except as expressly contained in this Agreement and the Transaction Documents, and this Agreement and the Transaction Documents supersede any and all prior and/or contemporaneous agreements and understandings, both written and oral, among the Parties with respect to such subject matter.

Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. The Parties shall engage in good faith negotiations to replace any provision which is declared invalid or unenforceable with a valid and enforceable provision, the economic effect of which comes as near as possible to that of the invalid or unenforceable provisions that it replaces.

Except as expressly provided otherwise herein, no amendment or waiver of this Agreement shall be binding unless executed in writing by the Party to be bound thereby. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless expressly provided otherwise herein. No investigation or waiver made by or on behalf of any Party shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation or warranty made by any other Party pursuant to this Agreement or any Transaction Document.

This Agreement will be governed by and any dispute arising out of or relating to this Agreement will be resolved in accordance with the laws of the State of Nevada, without giving effect to conflict of laws principles.

At the Closing Time, the Jericho Shareholders sell, assign and transfer and Buyer shall purchase and acquire, free and clear of all Encumbrances, all of the Jericho Shareholders' respective right, title and interest in, to and under, or relating to, the Purchased Equity.

2.2 Loan  to Buyer.

Jericho agrees to loan to Buyer the sum of $168,197.00, within five (5) days after the closing of a transaction (post merger) whereby CLEV acquires a business opportunity or asset unrelated to the Buyer’s concrete leveling business. These funds shall be used exclusively to satisfy outstanding liabilities of Buyer and to pay the bill for services to Buyer’s current auditor for all services rendered through the Closing Date. The funds shall not include any bills of the current auditor for work requested by CLEV for services performed after the Closing Date or services involved in the transition of the company’s books and records to a new auditor.

The Parties agree that each of the Equity Purchase and the Interest Transfer is intended to qualify under Sections 368(a)(1)(B) of the Internal Revenue Code as a tax free transaction, and each Party agrees to execute and deliver such documents as may be reasonably requested by another Party to effectuate such intent.

Cancellation of Agreement.  If the seller is not successful in closing an acquisition involving at least one viable entity or business opportunity, in order to supplement the current operations of the business, within six months of the execution of this Agreement, or as mutually extended by the Buyer and Seller, this Agreement shall terminate.  In the event that this Agreement is cancelled, Buyer and Seller shall return any shares of stock received as part of this transaction within 10 days of the date that the cancellation becomes effective.  The Parties have also entered into a separate

 

 

 

Settlement Agreement and Release, which provides that upon the closing of an acquisition of a viable entity or business opportunity, the current concrete business operations, including all assets and liabilities of the concrete leveling business (but not expenses related to filing expenses, auditor expenses, executive salaries, or other expenses solely related to being a public entity), shall be transferred to Stark Concrete Leveling, Inc., and the Seller shall not have any liability or responsibility for the liabilities of the concrete leveling business as it relates to the manufacture and sale of concrete leveling units.

The Closing shall take place electronically at 11:59 p.m., EST, on the Closing Date, or such other time on the Closing Date as may be agreed upon in writing between Buyer and the Sellers (the "Closing Time").

The resale of the Restricted Shares shall be subject to the requirements of Rule 144 promulgated by the Securities and Exchange Commission, unless registered in an effective Registration Statement.

Notwithstanding any other provision in this Agreement, Buyer, as applicable, shall have the right to deduct and withhold Taxes from any payment to be made under this Agreement and any Transaction Documents if such withholding is required by any Applicable Laws and to collect all necessary Tax forms from any Seller or Holder. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement and any Transaction Document as having been delivered and paid to any Seller or Holder.

Jericho and Tassinari represent and warrant, on a joint and several basis, to Buyer as follows and acknowledge that Buyer is relying upon the representations and warranties set forth below in connection with its purchase of the Purchased Equity. All representations shall be effective as of the Closing date.

Jericho is a corporation, duly organized, validly existing and in good standing under the laws of the State of Nevada. Jericho has all requisite power and authority to own or lease and operate its properties and Assets and to carry on the provision of its services.

The execution and delivery by Jericho and the Jericho Shareholders of this Agreement and the Transaction Documents does not, and the consummation of the transactions associated with this Agreement and the Transaction Documents does not and will not:

Jericho does not have any subsidiaries or any other ownership interest in any Person, whether or not incorporated.

The Purchased Equity represent 100% of the issued and outstanding securities in the capital of Jericho. The Jericho Shareholders are the sole registered legal holders and beneficial owners of the Purchased Equity with good and marketable title thereto, free of all Encumbrances. No third party has any right or option in respect of the Purchased Equity that could affect the ability of the Jericho Shareholders to transfer good and marketable title to the Purchased Equity to Buyer free and clear of all Encumbrances. Neither Jericho nor any Jericho Shareholder is a party to any shareholder agreement, member agreement, voting trust agreement or any other agreement or instrument which in any way limits or restricts the transfer to Buyer of any of the Purchased Equity.

Jericho is not now, and has never been in violation of any provision of any Applicable Law or Order applicable to Jericho or the provision of its services or its properties or Assets. Jericho has not directly or indirectly made any payment of funds to any Person, or received or retained any funds from any Person in violation of any Applicable Law. No event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result in a violation by Jericho of, or a failure on the part of Jericho to comply with, any Applicable Law in connection with the operation of the Jericho Business or may give rise to any obligation on the part of Jericho to undertake, or to bear all or any portion of the cost of, any remedial action of any nature in connection with the operation of the Jericho Business. Neither Jericho nor Tassinari has received any notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any Applicable Law in connection with the operation of the Jericho Business or any actual, alleged, possible or potential proceeding or obligation on the part of Jericho or Tassinari to undertake, or to bear all or any portion of the cost of, any remedial action of any nature in connection with the operation of the Jericho Business.

No authorization, consent or approval of, or filing with or notice to, any Governmental Authority or other Person is required by Jericho or any of the Jericho Shareholders in connection with the execution, delivery or performance of this Agreement and the Transaction Documents or the completion of the transactions contemplated by this Agreement and the Transaction Documents.

No licenses, approvals, consents, ratifications, waivers, notices, registrations, qualifications, designations, filings, franchises, authorizations, security clearances and other permits of, to, from or with, any Governmental Authority are required under Applicable Laws to permit Jericho to own, operate, use and maintain its Assets in the manner in which they are now operated and maintained and to conduct the Jericho Business.

The Jericho Financial Statements shall be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and fairly, completely and accurately present the financial position of the Jericho Business and the results of its operations as of the dates and throughout the periods indicated. The Jericho Financial Statements are true, correct and complete in all respects and fairly present the financial position, assets and liabilities, results of operations of Jericho as of the dates thereof and for the periods covered thereby. The Jericho Financial Statements relate solely to the condition and results of Jericho, and not any activity of any of the Jericho Shareholders, except for amounts recorded as distributions to the Jericho Shareholders.

Jericho does not have any Liability (and there is no basis for any present or future Proceeding giving rise to any Liability), except for: (a) Liabilities set forth in the Jericho Financial Statements); and (b) Liabilities that have arisen after the most recent fiscal month end in the ordinary course of business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement, or violation of law). Jericho has no Indebtedness and has not provided a Guarantee for any Indebtedness.

There is no Proceeding against or involving Jericho (whether in progress or threatened) and no Proceeding has ever been commenced against Jericho. No event has occurred which might give rise to any Proceeding and there is no judgment, decree, injunction, rule, award or order of any Governmental Authority to which Jericho is subject.

Neither Jericho nor, to the Knowledge of Jericho, any officer, director, employee, advisor or agent of Jericho, has made any payment, directly or indirectly, on behalf of or to the benefit of Jericho, in violation of any Applicable Laws prohibiting the payment of undisclosed commissions or bonuses or the making of bribe or incentive payments or other arrangements of a similar nature with respect to the conduct of the Jericho Business, including the Foreign Corrupt Practices Act (U.S.), and Jericho has instituted and maintains policies and procedures designed to ensure continued compliance with such Applicable Laws.

Since incorporation, Jericho has conducted the Jericho Business only in the ordinary course of business, consistent with past practice and, without limiting the generality of the foregoing, since incorporation: (a) the Jericho Business has not incurred or suffered a Material Adverse Change and no fact or condition has occurred or exists or is contemplated or threatened which might reasonably be expected to result in any such Material Adverse Change; and (b) there has not been any material loss, damage or destruction to, or any material interruption in the use of any of Jericho's Assets.

Except as disclosed in Schedule 4.155 to the Jericho Disclosure Schedule, and except for any agreements governing the issuance of shares in connection with this Agreement, Jericho is not a party to or bound by or subject to a Contract of any kind. Correct and complete copies of all written Contracts disclosed in Schedule 4.15 to the Jericho Disclosure Schedule and summaries of the terms of all oral contracts have been made available to Buyer. The Contracts disclosed in Schedule 4.15 to the Jericho Disclosure Schedule are a legal, valid obligation of Jericho and:

Jericho is not in violation or breach of, or default under, and there exists no event, condition or occurrence which, with notice or passage of time or both, would constitute a default under, or give rise to any termination rights under, any provision of any Contract, license, concession, franchise, permit or grant with respect to the Jericho Business to which Jericho is a party or by which it is bound or is subject or of which it is a beneficiary.

Jericho has not and has never held any insurance policies in respect of its Assets or the Jericho Business.

Jericho currently does not and never has established an Employee Plan of any kind. Jericho does not have any Liability with respect to any Person under Title IV of ERISA.

Jericho does not have, nor has it ever had at any point since incorporation, any employees.

Jericho:

Jericho does not have any consultants, contractors, including independent sales agents.

Jericho does not: (a) currently own or lease any real property; and (b) has never owned or leased any real property; that has been used in connection with the Jericho Business.

Jericho does not have: (i) any machinery, equipment, parts and accessories that are or includes computer or communications hardware owned or operated by or on behalf of Jericho in connection with the Jericho Business; (ii) any Intellectual Property that is computer software (including, where applicable, documentation, source code and back-ups) owned or used by or on behalf of Jericho in connection with the Jericho Business, whether stored on or off-site; (iii) any permits, licenses, approvals, consents, authorizations, registrations, certificates and franchises relating to computer systems; or, (iv) any Contracts relating to computers system.

Jericho’s Assets are sufficient to carry on the Jericho Business, consistent with past practice and constitute all of the Assets owned or used by Jericho in conducting the Jericho Business. Following Closing, Buyer will have ownership, possession or use of all or substantially all of the Assets that can reasonably be regarded as being necessary for Buyer to be able to carry on the Jericho Business.

All the physical Assets and Tangible Personal Property comprising Jericho’s Assets are in good operating condition and in a state of good maintenance and repair having regard to the use to which Jericho’s Assets are put and the age thereof. There are no facts or conditions affecting Jericho’s Assets which could interfere in any respect with the use, occupancy or operation of any of Jericho’s Assets as currently used, occupied or operated.

Jericho has no accounts receivable

Jericho is in material compliance with all Applicable Laws in respect of: (a) the collection, use and storage by Jericho of Personal Information in the course of the Jericho Business; and (b) the disclosure or transfer to third parties by Jericho of Personal Information in the course of the Jericho Business.

Jericho has no current customers or clients.

The books and records of Jericho maintained in respect of the Jericho Business and the Purchased Equity accurately record all financial transactions in respect of the Jericho Business.

No broker, finder, investment banker or other Person is entitled to any brokerage fee, finders' fee or other commission or payment in connection with the transactions contemplated by this Agreement and the Transaction Documents based on arrangements made by Jericho.

Neither this Agreement, the Transaction Documents, nor any Schedule or Exhibit attached hereto furnished to Buyer by Jericho contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein or herein, in light of the circumstances under which they were made, not misleading.

Buyer is a corporation, duly organized, validly existing and in good standing under the laws of Nevada. Buyer has all requisite power and authority to own or lease and operate its properties and Assets and to carry on the provision of their services.

The execution and delivery by Buyer of this Agreement and the Transaction Documents does not, and the consummation of the transactions associated with this Agreement and the Transaction Documents does not and will not:

The authorized capital of the Buyer consists of 100,000,000 Common Shares, of which the issued and outstanding share capital of Buyer consists only of 6,395,418 on a fully diluted basis and such issued shares have been validly issued as fully paid, non-assessable shares in accordance with the Buyer's Organizational Documents.  Upon the closing of a transaction (post merger), whereby the surviving entity acquires a business opportunity or asset unrelated to Buyer’s current concrete leveling business, Edward Barth shall cancel all of his shares of common stock, Suzanne Barth shall cancel all but 424,000 of her shares of common stock and Eugene Swearengin shall cancel all but 45,000 shares of his common stock.  The cancellation of the common stock shall include any options, warrants or other convertible securities held prior to the closing of the transaction and the execution of this Agreement.  Ms. Barth shall receive an 18 month non-dilution percentage with respect to the shares retained by her and her children, so that they will maintain a collective ownership percentage of 4.99%. The starting date for this non-dilution provision shall be the date that the shares of stock are surrendered by Ms.Barth.

The Common Shares comprising the Purchase Price that are being issued to the Holders hereunder when issued and delivered in accordance with the terms hereof for consideration in accordance with the terms hereof will be duly and validly issued, fully paid and non-assessable and free of restrictions on transfer other than restrictions on transfer in the Organizational Documents, and applicable securities laws and regulations.

Buyer has timely filed all Tax Returns required under all Applicable Laws pertaining to Taxes and to which Buyer is subject. Buyer has timely paid all Taxes required by Applicable Laws to be paid, whether or not shown on any Tax Return. All such Tax Returns are accurate and complete. No examination or audit of any Tax Return of Buyer is in progress.

Buyer nor any of its subsidiaries has any material Liability (and to the knowledge of Buyer there is no basis for any present or future Proceeding against any of them giving rise to any material Liability), except for (a) Liabilities set forth on the face of the most recent balance sheet (rather than in any notes thereto) and (b) Liabilities that have arisen after the most recent fiscal month end in the ordinary course of business.

Buyer is currently insolvent but will be rendered solvent by the transactions contemplated under this Agreement and the Transaction Documents. As used in this Section, "insolvent" means that the sum of the Liabilities of Buyer, as applicable, exceeds the present fair saleable value of Buyer's Assets. Immediately after giving effect to the consummation of the transactions contemplated under this Agreement and the Transaction Documents: (a) Buyer will be able to pay its Liabilities as they become due in the usual course of its business; (b) Buyer will not have unreasonably small capital with which to conduct its present or proposed business; and (c) Buyer will have Assets (calculated at fair market value) that exceed its Liabilities. The value of the Purchase Price is reasonably equivalent to the value of such portion of the Purchased Equity and Governing Membership Interest.

 

 

any Person engaged in or concerned with or interested in any business that competes with the Jericho Business within the Territory.

Buyer Management, jointly and severally, acknowledges and agrees that:

On or prior to the Closing Time, the Sellers will duly execute, if applicable, and deliver to Buyer:

At the Closing, Buyer will duly execute, if applicable, and deliver to the Sellers:

Subject to the limitations contained in this Agreement, Jericho agrees to indemnify and hold Buyer and its directors, officers, employees and representatives (each, a "Buyer Indemnified Party" and collectively, the "Buyer Indemnified Parties") harmless from and after the Closing Time against and in respect of any Losses resulting from:

Subject to the limitations contained in this Agreement, Buyer agrees to indemnify and hold each Seller and their directors, officers, employees and representatives (each, a "Seller Indemnified Party" and collectively, the "Seller Indemnified Parties") harmless from and after the Closing Time against and in respect of any Losses resulting from:

If Buyer or Jericho wishes to make a Claim on their own behalf or on behalf of a Buyer Indemnified Party or Seller Indemnified Party, as applicable, such Party shall promptly give notice to the other of the Claim. In the case of a Claim by Buyer Indemnified Parties, such notice shall specify whether the Claim is a Direct Claim or a Third Party Claim. Notice of any Claim shall specify with reasonable particularity (to the extent that the information is available):

In the event that an Indemnifying Party shall be obligated to indemnify an Indemnified Party pursuant to the terms of this Agreement, the Indemnifying Party shall, upon fulfillment of its obligations with respect to indemnification (including payment in full of all amounts due pursuant to its indemnification obligations) be subrogated to all rights of the Indemnified Party with respect to the claims to which such indemnification relates.

Notwithstanding anything to the contrary herein notwithstanding:

Other than as expressly provided for in this Agreement, the indemnities provided for in this Agreement shall constitute the only remedies of the Parties in the event of any breach of a representation, warranty, covenant or agreement of a Party contained in this Agreement. The Parties may also exercise any remedies available for claims based on fraudulent acts or fraudulent misrepresentation and any equitable remedies. Each of the Parties expressly waives and renounces any other remedies whatsoever, whether at law or in equity, which it would otherwise be entitled to as against a Party.

To the extent that they have not been fully performed at or prior to the Closing Time, the representations and warranties, covenants and agreements contained in this Agreement, in the Transaction Documents, and in all certificates and documents delivered pursuant to or contemplated by this Agreement shall terminate at the expiration of 24 months following the Closing, except the representations and warranties contained in:

The period of time a representation, warranty, covenant or agreement survives the Closing pursuant to this Section 8.88.8 shall be the "Survival Period" with respect to such representation, warranty, claim or agreement. So long as a Buyer Indemnified Party or a Seller Indemnified Party, as applicable, gives notice of a Claim on or before the expiration of the applicable Survival Period, a Buyer Indemnified Party shall be entitled to pursue its rights to indemnification under Sections 8.1 of the Agreement and a Seller Indemnified Party shall be entitled to pursue its rights to indemnification under Section 8.2of the Agreement. In the event notice of any Claim under Sections 8.1, Error! Reference source not found. and 8.2 the Agreement shall have been given within the applicable Survival Period and such Claim has not been finally resolved by the expiration of such Survival Period, the representations, warranties, covenants or agreements that are the subject of such Claim shall survive the end of the Survival Period of such representations, warranties, covenants and agreements until such Claim is finally resolved, but such representations, warranties, covenants and agreements shall only survive with respect to such asserted Claim. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not adversely affect the right to indemnification, payment of Losses or other remedy based on such representations, warranties, covenants or obligations.

The Parties shall treat the terms of this Agreement and all information provided under or in connection with this Agreement (collectively, "Confidential Information") as confidential and may not either disclose Confidential Information or use it other than for bona fide purposes connected with this Agreement, the Sellers' Businesses or any other agreements or instruments in any way related to this Agreement without the prior written consent of the other parties to this Agreement, provided that in the case of disclosure by Buyer, it shall only need to seek the consent of the Sellers in respect of such disclosure, and consent is not required for disclosure to:

Each party shall pay its own expenses in connection with the negotiation, preparation and performance of this Agreement and the consummation of the transactions, including all fees and expenses of investment bankers, financial advisors, legal counsel, and independent accountants.

Any notice, consent, waiver, direction or other communication required or permitted to be given under this Agreement by a Party shall be in writing and may be given by sending same by  certified mail, email or by delivery by hand, addressed to the Party to which the notice is to be given at the applicable address noted below. Any such notice, consent, waiver, direction or other communication, if sent by certified mail or email, shall be deemed to have been given and received at the time of receipt (if a Business Day or, if not, the next succeeding Business Day) unless actually received after 4:00 p.m. (local time) at the point of delivery in which case it shall be deemed to have been received on the next succeeding Business Day; or, if delivered by hand, shall be deemed to have been received on the day on which it is delivered (if a Business Day, if not, the next succeeding Business Day). Notice of change of address shall also be governed by this Section. In the event of general discontinuance of postal service due to strike, lock-out or otherwise, notices, consents, waivers, directions or other communications shall be given by facsimile or email or by delivery by hand and shall be deemed to have been received in accordance with this Section.

Concrete Leveling Services, Inc.

Attn: Edward A.  Barth

5046 E. Boulevard, NW

Canton, OH 44718

Telephone: (330) 966-8120

Email: ***@***

With a copy (which shall not constitute notice):

Ronald O. Kaffen

7577 Bear Swamp Rd.

Wadsworth, OH  44281

Telephone: 330 ###-###-####

Email: ***@***

Jericho Associates, Inc.

Attn: Ronald Tassinari

____________________________

____________________________

Telephone: ___________________

Email: _______________________

with a copy to (which shall not constitute notice):

Bart and Associates, LLC

Attn: Ken Bart

8400 East Prentice Avenue

Suite 1500

Greenwood Village, CO 80111

Telephone: (720) 226-7511

Facsimile: (720) 528-7765

E-mail: ***@***

No Party shall issue or otherwise disseminate any press release or other public notice related to this Agreement, the Transaction Documents or any of the transactions contemplated hereby without the prior written consent of the other Parties. Notwithstanding the foregoing, Buyer shall be permitted to issue any press release or other public notice related to this Agreement, the Transaction Documents or any of the transactions contemplated hereby, without the consent of any other Party if such release is required by a Governmental Authority, a recognized securities exchange on which its securities are or may be listed or any Applicable Law. All subsequent press releases upon the Closing will be mutually-agreed upon by Buyer and the Sellers.

The Sellers and Holders shall not assign any of their rights or obligations under this Agreement without the prior written consent of Buyer. Buyer may assign any of its rights, but not their obligations, under this Agreement without the consent of the Sellers or Holders to an affiliate of Buyer or to a purchaser of all of the Assets or outstanding securities of Buyer. If Buyer shall experience a change of control, or if it shall sell to a purchaser substantially all of its Assets or greater than fifty-percent (50%) of its equity, such purchaser shall consent to all terms in this Agreement, specifically the issuance of the shares representing the Purchase Price. Subject to the preceding three sentences, this Agreement will apply to, be binding in all respects upon and enure to the benefit of the successors and permitted assigns of the Parties. Except as expressly set forth in this Agreement, no Person other than the Parties hereto has any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement.

This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns.

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original and all of which together will be deemed to be one and the same instrument, and will become effective when one or more counterparts have been signed by each of the parties. Delivery of an executed counterpart of a signature page of this Agreement by .pdf attachment to a transmission by electronic mail or by facsimile transmission shall each be effective as delivery of a manually executed original counterpart hereof.

Each of the Parties acknowledges that they: (a) have been advised by the other Parties to seek independent legal advice; (b) have sought such independent legal advice or deliberately decided not to do so; (c) understand their rights and obligations under this Agreement; and (d) are executing this Agreement voluntarily.

The duly authorized representatives of each party executed this Purchase Agreement on the date set out in the preamble.