BY THE PARTIES TO THIS AGREEMENT;
(H)
"CLOSING TIME" MEANS 2:00 P.M. (CALGARY TIME) ON THE CLOSING
DATE OR SUCH OTHER TIME AS MAY BE AGREED UPON BY THE PARTIES TO THIS AGREEMENT;
(I)
"CONVERTIBLE DEBENTURE" HAS THE MEANING ASCRIBED TO THAT
TERM IN SECTION 2.2;
(J)
"CORPORATION" MEANS ENGINEERING TECHNOLOGY INC., A BODY
CORPORATE INCORPORATED UNDER THE LAWS OF THE PROVINCE OF ALBERTA;
(K)
"EXISTING UNANIMOUS SHAREHOLDER AGREEMENTS" MEANS THE
UNANIMOUS SHAREHOLDER AGREEMENT AMONG THE PARTIES HERETO;
(L)
"FINAL FINANCIAL STATEMENTS" MEANS THE BALANCE SHEET OF THE
CORPORATION AS AT JUNE 30, 2010 PREPARED ON A "NOTICE TO READER" BASIS;
(M)
"FINANCIAL STATEMENT DATE" MEANS JUNE 30, 2010;
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(N)
"LICENSE AGREEMENT" MEANS THE TECHNOLOGY LICENSE AGREEMENT
DATED MARCH 18, 2010 BETWEEN THE CORPORATION AND THE PURCHASER;
(O)
"OWNED SHARES" MEANS THOSE SHARES THAT ARE TO BE SOLD,
ASSIGNED AND TRANSFERRED TO THE PURCHASER BY THE VENDORS AS SET FORTH IN
SCHEDULE A ATTACHED HERETO;
(P)
"PERSON" MEANS AN INDIVIDUAL, PARTNERSHIP, CORPORATION, TRUST,
UNINCORPORATED ORGANIZATION, JOINT VENTURE, UNION, GOVERNMENT OR ANY DEPARTMENT
OR AGENCY THEREOF AND THE HEIRS, EXECUTORS, ADMINISTRATORS OR OTHER LEGAL
REPRESENTATIVES OF AN INDIVIDUAL;
(Q)
"PURCHASE PRICE" HAS THE MEANING ASCRIBED TO THAT TERM IN
SECTION 2.2;
(R)
"SCHEDULES" MEANS THE SCHEDULES REFERRED TO IN SECTION 1.4;
(S)
"SHARES" MEANS ALL OF THE ISSUED AND OUTSTANDING SHARES IN
EVERY CLASS OF THE SHARE CAPITAL OF THE CORPORATION;
(T)
"SOLICITORS FOR THE VENDORS" MEANS CARSCALLEN LEITCH LLP;
(U)
"TRANSITION PERIOD" MEANS THE PERIOD BEGINNING AT 11:59 P.M.
ON THE DATE HEREOF AND ENDING ON THE CLOSING DATE; AND
(V)
"VENDOR" MEANS ANY ONE OF THE VENDORS INDIVIDUALLY.
1.2
ARTICLES, SECTIONS AND HEADINGS
The division of this Agreement into Articles, Sections, subsections, paragraphs
and Schedules and the insertion of headings is for convenience of reference only
and shall not affect the construction or interpretation of this Agreement.
Unless otherwise stated specifically in this Agreement, any reference in this
Agreement to an Article, Section, subsection, paragraph or Schedule refers to
the specified Article, Section, subsection, paragraph or Schedule of this
Agreement.
1.3
RULES OF CONSTRUCTION
Unless the context otherwise requires:
(A)
WORDS IMPORTING THE SINGULAR NUMBER ONLY SHALL INCLUDE THE
PLURAL AND VICE VERSA AND WORDS INCLUDING THE MASCULINE GENDER SHALL INCLUDE THE
FEMININE AND NEUTER GENDERS AND VICE VERSA;
(B)
IF A WORD IS DEFINED IN THIS AGREEMENT, A DERIVATIVE OF THAT
TERM HAS A CORRESPONDING MEANING;
(C)
THE WORD "INCLUDING" MEANS, INCLUDING WITHOUT LIMITATION;
(D)
THE USE OF THE WORD "OR" IN A SERIES IS NOT NECESSARILY
EXCLUSIVE;
(E)
"HEREOF", "HERETO", "HEREUNDER" AND SIMILAR EXPRESSIONS MEAN
AND REFER TO THIS AGREEMENT; AND
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(F)
ALL DOLLAR AMOUNTS REFERRED TO IN THIS AGREEMENT ARE IN
CANADIAN FUNDS, UNLESS OTHERWISE INDICATED HEREIN.
1.4
SCHEDULES
There are appended to this Agreement the following Schedules:
Schedule A
-
Allocation of Purchase Price
Schedule B
-
Authorized Capital
Schedule C
-
Form of Convertible Debenture
Schedule D
-
Convertible Debenture Amount Formula
All Schedules