Document/Exhibit Description Pages Size
1: 10-K Annual Report 20 103K
6: EX-10.10 Material Contract 2 11K
7: EX-10.11 Material Contract 4 23K
8: EX-10.12 Material Contract 4 17K
9: EX-10.13 Material Contract 5 24K
2: EX-10.6 Material Contract 10 40K
3: EX-10.7 Material Contract 14 51K
4: EX-10.8 Material Contract 13 49K
5: EX-10.9 Material Contract 13 45K
18: EX-28.10 Information from a Report Furnished to State 1 10K
Insurance Regulatory Authorities
10: EX-28.2 Information from a Report Furnished to State 19 62K
Insurance Regulatory Authorities
11: EX-28.3 Information from a Report Furnished to State 2 12K
Insurance Regulatory Authorities
12: EX-28.4 Information from a Report Furnished to State 1 10K
Insurance Regulatory Authorities
13: EX-28.5 Information from a Report Furnished to State 2± 11K
Insurance Regulatory Authorities
14: EX-28.6 Information from a Report Furnished to State 4 19K
Insurance Regulatory Authorities
15: EX-28.7 Information from a Report Furnished to State 1 10K
Insurance Regulatory Authorities
16: EX-28.8 Information from a Report Furnished to State 2 12K
Insurance Regulatory Authorities
17: EX-28.9 Information from a Report Furnished to State 1 9K
Insurance Regulatory Authorities
SUPPLY AND DISTRIBUTION AGREEMENT
THIS AGREEMENT is made as of the 31st day of July,
1996.
B E T W E E N :
SUPERCRETE N/A LIMITED, a corporation
incorporated pursuant to the laws of the
Turks & Caicos Islands, British West Indies
(hereinafter "Supercrete")
- and -
GLOBESAT INFRASTRUCTURE TECHNOLOGIES CORP., a
corporation incorporated pursuant to the laws
of State of Utah, U.S.A.
(hereinafter "Globesat")
- and -
STRATFORD ACQUISITION CORP., a corporation
incorporated pursuant to the laws of the
State of Minnesota, U.S.A.
(hereinafter "Stratford")
WHEREAS Supercrete is the owner of the Technology (as
hereinafter defined), and in conjunction therewith owns the
exclusive rights to manufacture, market, sell and distribute the
Additive (as hereinafter defined) throughout certain countries of
the world;
AND WHEREAS Supercrete is a wholly-owned subsidiary of
Stratford;
AND WHEREAS Globesat wishes to obtain from Supercrete,
and Supercrete has agreed to grant, the exclusive rights to
market, sell and distribute the Additive in the Exclusive
Territories (as hereinafter defined);
AND WHEREAS Stratford has agreed to provide Globesat
with Technical Assistance (as hereinafter defined) in connection
with the foregoing, all upon the terms and conditions contained
herein;
NOW THEREFORE this Agreement witnesses that in
consideration of the payments and mutual covenants herein and
other good and valuable consideration (the receipt of which is
hereby acknowledged by the parties hereto), the parties agree as
follows:
ARTICLE I - DEFINITIONS
1.01 In this Agreement, the following terms shall have the
following meanings unless the context implies otherwise:
"Additive" means the cementitious additive which has been
developed by and is manufactured and distributed by Stratford,
sometimes under the trade mark "Novacrete", and which is combined
with one or more aggregates to manufacture Pre-Mix, and any and
all new developments, innovations, modifications or improvements
to such additive as conceived, developed or implemented by
Stratford;
"Agreement" means this supply and distribution agreement, as may
be amended from time to time;
"Exclusive Territories" means those countries as set out in
Schedule "A" attached hereto to this Agreement;
"Globesat" means Globesat Infrastructure Technologies Corp., its
parent, subsidiaries and affiliates, or any other form of entity
or organization, of which Globesat may or may not be a party,
partner or shareholder, as the case may be, and its designees;
"person" means and includes any individual, corporation,
partnership, firm, joint venture, syndicate, association, trust,
government, governmental agency or board or commission or
authority;
"Pre-Mix" means any ready-to-use mortar mixture which employs the
Additive;
"Stratford" means Stratford, its subsidiaries and affiliates,
including Supercrete;
"Technical Assistance" has the meaning ascribed thereto in
Section 7.01 hereof; and
"Technology" includes, without limitation, any one or more of the
knowledge, information, know-how, manufacturing equipment, plant,
set-up, design and technology to combine Additive and any one or
more aggregates for the purpose of manufacturing Pre-Mix or any
other enhanced concrete product whatsoever, and the knowledge,
information and know-how to locate suitable sources of local
aggregates to combine with Additive to manufacture Pre-Mix or any
other enhanced concrete product whatsoever, in any particular
country, part of a country, territory or part of a territory.
2
ARTICLE II - APPOINTMENT OF EXCLUSIVE DISTRIBUTOR
2.01 During the term of this Agreement, and otherwise
subject to the terms and conditions contained herein, Stratford
hereby appoints Globesat as its sole and exclusive distributor of
the Additive and Pre-Mix in the Exclusive Territories. Globesat
hereby accepts such appointment.
2.02 Without limiting the generality of the appointment
referred to in Section 2.01 hereof, Globesat shall have the right
to market, sell and distribute the Additive and Pre-Mix to any
person, or to appoint sub-distributors, on either an exclusive or
non-exclusive basis, in the Exclusive Territories.
2.03 During the term of this Agreement, Stratford covenants
and agrees that it shall not market, sell or distribute the
Additive or Pre-Mix to any person (other than Globesat) within
any of the Exclusive Territories, nor shall it market, sell or
distribute the Additive or Pre-Mix to any person (other than
Globesat) who does or who intends to market, sell or distribute
the Additive or Pre-Mix within the Exclusive Territories.
2.04 Stratford shall not knowingly market, sell or
distribute the Additive or Pre-Mix to any person outside of the
Exclusive Territories for import into the Exclusive Territories.
If Stratford learns that any of its distributors or customers
(other than Globesat) are exporting such products into the
Exclusive Territories, it will take such steps, to the extent
permitted by applicable laws, to ensure that such distributor or
customer ceases to export such products into the Exclusive
Territories.
ARTICLE III - APPOINTMENT OF NON-EXCLUSIVE DISTRIBUTOR AND
RIGHT OF FIRST REFUSAL
3.01 During the term of this Agreement, and otherwise
subject to the terms and conditions contained herein, Stratford
hereby appoints Globesat as an authorized distributor in respect
of the Additive, with the right to market, sell and distribute
the Additive anywhere in the world, except for Canada, the United
States of America, the Philippines, Greece and Macedonia.
Globesat hereby accepts such appointment.
3.02 During the term of this Agreement, if Stratford agrees
that upon notification in writing provided to Stratford that
Globesat has entered into a binding letter of intent with a
potential distributor or blender in respect of the Additive, a
copy of which Globesat must provide to Stratford, Stratford shall
provide notification to its other authorized suppliers that the
proposed exclusive territory named in such letter of intent
proposed to be provided to such distributor or blender has been
claimed by Globesat.
3.03 Globesat shall have two (2) , or such further amount of
time as Stratford and Globesat may mutually agree, in which to
formalize a distributor or blending agreement with the potential
distributor or blender, failing which the proposed exclusive
territory shall be available to be claimed by any other
authorized supplier of Stratford in the same manner that Globesat
was able to claim such proposed exclusive territory.
ARTICLE IV - SUPPLY OF ADDITIVE AND PRE-MIX
4.01 Stratford covenants and agrees that it shall at all
times, and within a commercially reasonable time, make available
to Globesat sufficient supply of Additive and Pre-Mix that may be
required by Globesat, from time to time, to satisfy all of
Globesat's demand, from time to time.
4.02 Stratford agrees to use its best efforts to meet the
delivery dates specified in all purchase orders for Additive
and/or Pre-Mix placed by Globesat with Stratford. Stratford
shall promptly notify Globesat of any delay or anticipated delay
in meeting such delivery date and shall notify Globesat of the
date on which it believes delivery will be made. Title to the
product which is the subject of a purchase order shall pass upon
shipment from Stratford's North American manufacturing
facilities.
4.03 (a) Commencing from the date of this Agreement until the
expiry of the second anniversary thereof, unless the
parties otherwise agree in writing, the purchase price
of Additive from Stratford by Globesat shall be four
dollars ($4.00) per pound, subject to any applicable
volume discounts which may be provided by Stratford.
(b) Upon the expiry of the second anniversary following the
date of this Agreement, and upon completion of each
full year thereafter, the purchase price at which
Stratford sells Additive to Globesat hereunder may be
increased by Stratford, upon a minimum of ninety (90)
days advance notice in writing prior to such date, by
an amount equal to the increase in Stratford's cost,
acting reasonably. Stratford agrees to provide
Globesat with such supporting documentation as may be
required to satisfy Globesat of the amount of any
increase in Stratford's cost.
(c) During the term of this Agreement and any renewals
hereof, the purchase price of Pre-Mix from Stratford by
Globesat shall be based upon the prevailing wholesale
prices, having regard to the quantity ordered, the size
of the bag of Pre-Mix, and the type and specifications
of any particular Pre-Mix, subject to any applicable
volume discounts which may be provided by Stratford.
4.04 Globesat acknowledges and agrees that the purchase
prices for Additive and Pre-Mix referred to above are exclusive
of any applicable taxes, duties and levies whatsoever which may
be imposed on the purchaser or importer of same in any applicable
jurisdiction, and exclusive of any applicable shipping, handling
or cartage charges. Unless otherwise agreed by the parties in
writing, the above-noted prices are deemed to be F.O.B
Stratford's North American manufacturing facilities.
4.05 During the term of this Agreement and any renewals
hereof, Stratford covenants and agrees that, subject to volume
discounts which are also afforded to Globesat, it shall not sell
Additive or Pre-Mix to any other person, anywhere in the world,
for an amount less than the amount at which it sells Additive or
Pre-Mix to Globesat hereunder.
4.06 Globesat shall pay all amounts owing to Stratford for
any Additive and Pre-Mix purchase orders within thirty (30) days
of receipt of funds by Globesat from any person. The terms of
payment may be changed or modified by the parties upon mutual
agreement at any time.
4.07 Provided that Technology is applied by Globesat in a
substantially correct manner (i.e., for grater certainty, the
additive is formulated correctly), Stratford warrants that all
Additive supplied to Globesat shall be free from defects of
workmanship and shall be fit for the purpose of blending to
manufacture a superior quality mortar with pre-determined
performance specifications. Stratford shall replace, at its sole
cost and expense (including shipping and handling expenses), any
Additive which is not fit for such purpose or which is defective
or faulty so as to be unsaleable and which Globesat returns to
Stratford. Stratford warrants that all Pre-Mix supplied to
Globesat shall be free from defects of workmanship. Stratford
shall replace, at its sole cost and expense (including shipping
and handling expenses), any Pre-Mix which is defective or faulty
so as to be unsaleable and which Globesat returns to Stratford.
4.08 The warranties applicable to each of the Additive and
Pre-Mix sold to Globesat under this Agreement shall conform to
the separate manufacturing product warranties then in effect with
respect to such products and Globesat agrees to inform its
customers and distributors of such warranties and any changes
thereto that Stratford supplies to Globesat from time to time.
4.09 For greater certainty hereunder, the parties agree that
the price at which Globesat sells Additive and/or Pre-Mix to any
person shall be at Globesat's sole and absolute discretion.
ARTICLE V - PERFORMANCE AND PRODUCT DISTRIBUTION
5.01 During the term of this Agreement, Globesat covenants
and agrees that it shall use its reasonable best efforts to
market and promote the Additive, Pre-Mix, and the goodwill
associated therewith.
5.02 During each year of the term of this Agreement and any
renewals hereof, Stratford covenants that it shall contribute the
amount of ten thousand dollars ($10,000) annually towards the
cost of any advertising and marketing materials to be used by
Globesat in conjunction with Globesat's marketing of the Additive
and Pre-Mix, provided that Stratford shall have the right to
review and revise any such materials to ensure that same
accurately informs as to the specifications, standards, and
performance of the Additive and any Pre-Mix.
5.03 Subject to Section 5.06 hereof, Globesat shall be
required to meet the following minimum purchase quotas during the
initial term of this Agreement:
(a) during the first two years of the term, Globesat shall
be required to purchase a minimum of one million
dollars ($1,000,000) of Additive;
(b) during the third year of the term, Globesat shall be
required to purchase a minimum of one million dollars
($1,000,000) of Additive;
(c) during the fourth year of the term, Globesat shall be
required to purchase a minimum of one million dollars
($1,000,000) of Additive;
(d) during the fifth year of the term, Globesat shall be
required to purchase a minimum of one million dollars
($1,000,000) of Additive;
provided that any annual purchase requirement may be reduced to
the extent that any preceding annual purchase requirement has
been exceeded, such that the purchase requirements for any year
does not exceed the amount stated above in each subparagraph.
5.04 Globesat may, at its option, pay to Stratford the
difference between the amount of purchases in any given year and
the minimum annual purchase requirement for such year.
5.05 Should Globesat fail to meet any minimum annual
purchase requirement as aforesaid, the rights granted to Globesat
in Article II hereunder shall thereupon become non-exclusive
rights in respect of the Exclusive Territories upon thirty (30)
day's written notice by Stratford to Globesat specifying same.
Notwithstanding the provisions of Section 11.04 hereof, this
section is the sole remedy of Stratford in respect of the failure
of Globesat to meet any minimum annual purchase requirements as
aforesaid.
5.06 In the event that Stratford is unable to supply
Globesat with sufficient Additive or Pre-Mix to meet any of its
minimum annual purchase requirements in any annual period, then
the minimum annual purchase requirement for such period shall be
reduced to an amount equal to the quantity of product supplied by
Stratford in that period.
ARTICLE VI - ISSUANCE OF GLOBESAT SHARES
6.01 In consideration of the appointments of Globesat
hereunder, Globesat Holding Corp. shall cause to be issued three
hundred thousand (300,000) "restricted" shares in the common
stock of Globesat Holding Corp. to Stratford. Such shares shall
be subject to the provisions of Rule 144 of the United States
Securities Act of 1933 and a hold period of two (2) years from
the date hereof. Such shares shall be issued by Globesat Holding
Corp. no later than August 13, 1996, otherwise this Agreement
shall become null and void.
ARTICLE VII - TECHNICAL ASSISTANCE AND TRAINING
7.01 Stratford covenants and agrees that, subject to the
confidentiality provisions contained herein, upon the request of
Globesat, it shall promptly provide Globesat and any person
designated by Globesat with such technical assistance as will
enable such person to manufacture Pre-Mix of saleable quality
("Technical Assistance"), including without limitation,
assistance in sourcing local aggregates, assistance in utilizing
and/or modifying Globesat's existing mortar blending equipment,
and assistance in establishing the proper combination of Additive
and local aggregates, all of which aim for and will result in
Globesat being able to properly and efficiently blend the
Additive with such local aggregates to manufacture Pre-Mix
meeting specified saleable requirements.
7.02 Stratford covenants and agrees that in respect of each
distributor arrangement, blending operation established by
Globesat in respect of the Additive, it shall provide to Globesat
all of the necessary blending equipment required for the
distributor to commence blending operations, to a maximum of one
hundred thousand dollars ($100,000) of blending equipment,
provided that the distributor or blender, as the case may be,
posts a performance bond, acceptable to Stratford, to ensure the
purchase of a minimum of two hundred and twenty thousand pounds
(220,000 lbs.) of Additive during the first year of the initial
term of any such distributor or blending agreement.
7.03 In the alternative to the provision of equipment as
provided in Section 7.02 hereof, at the option of Globesat,
Stratford shall provide a product purchase price credit to
Globesat in the amount of one hundred thousand dollars
($100,000), to be applied against any order of Additive or Pre-
Mix of equal or greater value.
7.04 Technical Assistance and support shall be provided by
Stratford, its agents, and employees, as requested or required,
provided that Stratford shall be solely responsible for the costs
associated with the provision of initial Technical Assistance to
implement and commence the manufacturing/blending process, which
Technical Assistance shall be limited to the provision of one
qualified Stratford agent or employee for and during a period of
seven (7) days only, along with all written materials regarding
the manufacture of Pre-Mix then available, and thereafter
Globesat shall be responsible for Stratford's reasonable costs
incurred in providing any additional Technical Assistance.
7.05 Stratford shall provide initial technical training to
such agents and employees of Globesat that may require same for
the performance of their duties, provided that Stratford shall be
solely responsible for the costs associated with the provision of
initial technical training to a reasonable number of agents
and/or employees, which technical training shall be limited to
the provisions of one qualified Stratford agent or employee for
and during a period of seven (7) days only, and thereafter
Globesat shall be responsible for Stratford's reasonable costs
incurred in providing any additional technical training or
retraining.
ARTICLE VIII - COVENANTS OF STRATFORD
8.01 Stratford warrants, covenants and agrees that it has
the right to enter into this Agreement and to grant to Globesat
the exclusive distributorship arrangements outlined herein in the
Exclusive Territories and agrees to indemnify and save harmless
Globesat, its officers and employees, in connection with any
claims which might be asserted against Globesat by others
claiming title to the Additive or Pre-Mix or a prior right
granted by Stratford to distribute such products in the Exclusive
Territories. Upon the execution of this Agreement, Stratford
agrees to provide notice to any of its authorized suppliers and
agents of the exclusive distributorship granted to Globesat
hereunder.
8.02 Stratford covenants and agrees that it shall refer all
inquiries regarding the purchase of Additive or Pre-Mix within
any such Exclusive Territories to Globesat.
8.03 Stratford covenants and agrees that, upon execution of
this Agreement, it shall fully divulge and deliver to Globesat
any and all information and particulars with respect to the
Technology and the Additive as necessary or required, and the
technical information and processes related thereto. In the
event of any innovation, modification or improvement to such
technical information and processes, or any new development with
respect thereto, it shall forthwith disclose and provide full
particulars to Globesat for its use and implementation, subject
to the terms and conditions contained herein.
ARTICLE IX - AGENTS
9.01 Globesat shall be permitted to engage and employ such
agents to assist Globesat in carrying out its duties and
responsibilities hereunder, upon such terms and conditions as
Globesat, in its sole and absolute discretion deems acceptable.
9.02 It is expressly understood and agreed that Globesat
shall be solely responsible for any remuneration or commissions
earned or expenses incurred by any agents and shall, under no
circumstances, be entitled to any reimbursement of any such
expenses whatsoever from Stratford.
ARTICLE X - CONFIDENTIALITY
10.01 Globesat covenants and agrees not to use or disclose to
any third party or use at any time contrary to the interests of
Stratford any trade secrets, confidential information, knowledge
or data relating to the business and affairs of Stratford, the
Technology, or the Additive that Globesat may have, obtain or
acquire as a result of this Agreement, other than in the
performance of its duties and obligations hereunder, and in
connection therewith Globesat agrees to execute and abide by any
confidentiality agreement that Stratford may from time to time
require, acting reasonably.
10.02 Neither party shall directly or indirectly, at any
time, without the express written consent of the other, publish,
disclose or divulge to any person any trade secrets, knowledge,
data, or confidential information of any nature relating to the
business and the affairs of the other party, or relating to any
of the particulars of the relationship between Stratford and
Globesat created hereunder, which either may have imparted to the
other or which they may acquire or become aware of during or as a
result of the appointment of Globesat herein.
10.03 Without in any way limiting the generality of the
foregoing, Stratford specifically covenants and agrees that it
shall maintain the confidentiality of the cost to Globesat of
Additive and Pre-Mix from Stratford, and shall under no
circumstances disclose same to any person.
10.04 The provisions of this Article X shall survive the
termination or non-renewal of this Agreement.
ARTICLE XI - TERM AND TERMINATION
11.01 This Agreement shall be for an initial term of five (5)
years, and shall thereafter be renewable automatically on a year
to year basis, unless otherwise terminated for cause as provided
hereunder.
11.02 If Globesat gives Stratford ninety (90) days' written
notice prior to the expiry of the Initial Term, at the option of
Globesat, this Agreement shall be renewable for a further five
(5) year period (the "Extended Term") provided that Globesat has
paid to Stratford the amounts set out in Article V hereof during
the Initial Term. The terms and conditions of this Agreement
shall remain in full force and effect, unamended, during the
Extended Term, with the exception of Section 5.03, which shall
provide for minimum purchase quotas for each of the five years
during such term equal to the mean of total purchases by Globesat
of Additive in years three to five, inclusive, of the Initial
Term. Globesat, will have the option to renew this Agreement for
an additional five (5) year term thereafter on the same terms and
conditions as under the Extended Term, with the exception of
Section 5.03, which shall provide for minimum purchase quotas for
each of the five years during such term equal to the mean of
total purchases by Globesat of Additive in years three to five,
inclusive, of the Extended Term.
11.03 Either party may terminate this Agreement at any time
without notice, if the other party:
(a) makes an assignment for the benefit of its creditors;
or
(b) is adjudicated bankrupt or becomes voluntarily or
involuntarily subject to any proceedings for the
benefit of its creditors.
11.04 Either party may terminate this Agreement at any time,
if the other party fails to comply with any material term or
condition of this Agreement or fails to fulfil or comply with any
obligation undertaken by it pursuant to this Agreement and such
default is not cured within thirty (30) days of written notice
given in respect thereof.
ARTICLE XII - GENERAL PROVISIONS
12.01 Any notice or other communications (a "Notice")
required or permitted to be given hereunder shall be in writing
and shall be delivered in person, transmitted by facsimile or
sent by registered mail, charges prepaid, addressed as follows:
(a) if to Supercrete:
5420 North Service Road
5th Floor
Burlington, Ontario L7L 6C7
Attention: Mr. Arthur Smith
Facsimile No: (905) 319-6414
(b) if to Globesat:
181 Bay Street, Suite 1800
Toronto, Ontario
M5J 2T9
Attention: Mr. Lee A. Greenspoon
Facsimile No.: (416) 364-1241
(c) if to Stratford:
5420 North Service Road
5th Floor
Burlington, Ontario
L7L 6C7
Attention: Mr. Arthur Smith
Facsimile No.: (905) 631-7907
or at any such other address or addresses as may be given by any
of them to the other in writing from time to time. Such Notice,
if mailed, shall be deemed to have been given on the second
business day (except Saturdays or Sundays) following such
mailing, or if delivered personally or transmitted by facsimile,
shall be deemed to have been given on the day of delivery or
transmission, as the case may be, if a business day, or if not a
business day, on the business day next following the day of
delivery or transmission, as the case may be; provided that if
such Notice shall have been mailed and if regular mail service
shall be interrupted by strike or other irregularity before the
deemed receipt of such Notice as aforesaid, then such Notice
shall not be effective unless delivered or transmitted by
facsimile.
12.02 Any delay or failure of any party hereto to perform its
obligations under this agreement shall be excused if, and to the
extent, that the delay or failure is caused by an event or
occurrence beyond the reasonable control of the party and without
its fault or negligence, such as, by way of example and not by
way of limitation, acts of God, action by any governmental
authority (whether valid or invalid), fires, floods, wind storms,
explosions, riots, natural disasters, wars, sabotage, labour
problems (including lock-outs, strikes and slow-downs), inability
to obtain power, material, labour, equipment or transportation,
or court injunction or order; provided that written notice of
delay (including the anticipated duration of the delay) shall be
given by the affected party to the other party within ten (10)
days.
12.03 This Agreement is not assignable by Globesat without
the prior written consent of Stratford, which consent shall not
be unreasonably withheld.
12.04 Unless otherwise indicated herein, all dollar amounts
referred to in this Agreement are in lawful money of the United
States of America.
12.05 This Agreement does not create a partnership or joint
venture between the parties and does not grant any right to
either to assume or create obligations or responsibilities,
express or implied, on behalf of or in the name of the other
party or to otherwise bind the other party in any manner
whatsoever, other than as specifically provided for hereunder.
12.06 The failure of either party hereto at any time to
require performance by the other party of any provision hereof
shall in no way affect the right of such a party to require such
performance at any time thereafter nor shall the waiver by either
party of a breach of any provision hereof constitute a waiver of
any subsequent breach of the same or any other provision nor
constitute a waiver of the provision itself.
12.07 In the event that any one or more of the provisions of
this Agreement shall at any time be declared to be invalid or
otherwise rendered unenforceable by judicial or administrative
decision, unless the invalidity or unenforceability of such
provision does substantial violence to the underlying purport and
meaning of the remainder of this Agreement, it is the intention
of the parties that such invalidity or unenforceability shall not
affect the validity or enforceability of any other provisions of
this Agreement, except those with respect to which such invalid
or unenforceable provisions comprise an integral part thereof or
are otherwise clearly inseparable therefrom.
12.08 This Agreement supersedes any prior agreements or
understanding, either oral or in writing between the parties and
constitutes the entire Agreement between the parties relating to
the subject matter hereof. No amendments, variations, or
alterations to this Agreement shall be valid or binding upon the
parties hereto unless made in writing and agreed to by both
parties.
12.09 Except as otherwise contemplated herein, no
announcement with respect to this Agreement will be made by any
party hereto without the prior approval of the other parties
hereto. The foregoing will not apply to any announcement by any
party hereto required in order to comply with laws pertaining to
timely disclosure, if applicable, provided that such party hereto
consults with the other parties hereto before making any such
announcement.
12.10 This contract shall be governed by and construed in
accordance with the laws of the Province of Ontario, and each
party hereby irrevocably attorns to the jurisdiction of the
Courts of Ontario.
12.11 This Agreement shall enure to the benefit of and shall
be binding upon the parties hereto and their respective
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first above written.
SUPERCRETE N/A LIMITED
Per: /s/ Arthur Smith, Designated
Signing Officer
GLOBESAT INFRASTRUCTURE
TECHNOLOGIES CORP.
Per: /s/ Lee A. Greenspoon,
President
STRATFORD ACQUISITION CORP.
Per: /s/ Arthur Smith, President
Schedule "A" to the Supply and Distribution Agreement
made as of July 2nd, 1996
between Supercrete N/A Limited,
Globesat Infrastructure Technologies Corp.
and Stratford Acquisition Corp.
EXCLUSIVE TERRITORIES
1. Argentina
2. Chile
3. Mexico
Dates Referenced Herein and Documents Incorporated by Reference
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