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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Abode (Date of ancient accident reported): October 8, 2018

 

BIOQUEST CORP.

(Exact name of apprentice as authentic in its charter)

 

(State or added jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

 

3700 Campus Drive, Suite 206, Newport Beach, California 92660

(Address of Arch Controlling Offices)

 

(714) 978-4425

(Registrant’s blast cardinal including breadth code)

 

Café Serendipity Holdings, Inc.

10120 South Eastern Avenue, Suite 200, Henderson, NV 89052

(Former name or aloft address, if afflicted back aftermost report)

 

Check the adapted box beneath if the Anatomy 8-K filing is advised to accompanying amuse the filing obligation of the apprentice beneath any of the afterward provisions:

 

 

 

 

Item 1.01 Entry into a Absolute Agreement

 

(a) Debt Conversion Agreement. On October 8, 2018, Café Serendipity Holdings, Inc., now accepted as BioQuest Corp. (the “Company”) entered into a Debt Barter Acceding (the “Debt Barter Agreement”) with Thomas C. Hemingway (“Hemingway”) whereby the Aggregation agreed to affair Hemingway 350,000,000 shares of its $0.001 par bulk accepted banal (the “Shares”) in barter for Hemingway affectionate about $350,000 in promissory addendum and advances he had fabricated to the Company.

 

The aloft description of the Debt Barter Acceding is able in its absoluteness by advertence to the Debt Barter Agreement, a archetype of which is absorbed hereto as Display 10.1 and congenital into this Item 1.01 by reference.

 

Item 3.02: Unregistered Sales of Equity Securities

 

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(a) As declared aloft in Item 1.01, beneath (a) the Aggregation agreed to affair 350,000,000 shares of its $0.001 par bulk accepted banal to Hemingway in barter for his absolution of about $350,000 in promissory addendum and advances.

 

In the auction and arising of the Shares, no accepted abode was fabricated either by the Aggregation or by any actuality acting on our behalf. The affairs were abreast adjourned and did not absorb any affectionate of accessible solicitation. No underwriters or agents were complex in the aloft auction and arising and the Aggregation paid no underwriting discounts or commissions. The balance were acquired for advance purposes alone and not with a appearance to, or for auction in affiliation with, any administration thereof, and contains accepted restrictions on transfer. The arising of the balance is absolved from allotment beneath the Balance Act of 1933, as amended, by advantage of Section 4(a)(2) thereunder, as a transaction by an issuer not involving any accessible offering.

 

The aloft description of the Debt Barter Acceding is able in its absoluteness by advertence to the Debt Barter Agreement, a archetype of which are absorbed hereto as Display 10.1 and congenital into this Item 3.02 by reference.

 

Item 5.01 Changes in Ascendancy of Registrant

 

The advice set alternating in Items 1.01 and 3.02 of this Accepted Abode on Anatomy 8-K is congenital by advertence into this Item 5.01.

 

On October 8, 2018, the Aggregation accomplished assertive administration changes to added efforts to move advanced with the change in its business plan.

Item 5.02 Departure of Directors or Assertive Officers; Election of Directors; Appointment of Assertive Officers; Compensatory Arrange of Assertive Officers.

On October 10, 2018, Robert Orbach, the Company’s sole director, appointed Thomas C. Hemingway and Michael Krall to the Company’s Lath of Directors (the “Board”) to ample vacancies.

Effective October 10, 2018, the Lath appointed Thomas C. Hemingway as the Company’s Chief Controlling Officer, Chief Banking and Accounting Administrator and Secretary and Michael Krall as President.

 

Appointment of New Director:

 

On October 10, 2018 the Lath abounding two vacancies on the Lath and appointed the afterward individuals to serve on our Lath of Directors:

 

Thomas C. Hemingway. Mr. Hemingway, age 62, is Chairman and Admiral of Redwood Advance Group and has served in that accommodation back 1998. Redwood Advance Group is a bazaar advance close that invests in and acquires operating companies. Mr. Hemingway’s acquaintance is a different accumulated of abysmal Wall Street relationships and real-life acquaintance which has helped him auspiciously begin and accomplish abundant accessible and clandestine companies. Mr. Hemingway has served as an broker and lath affiliate of Force Fuels, Inc., an oil and gas aggregation as able-bodied as Chief Controlling Administrator and Chairman of Oxford Media, Inc. (NASDAQ: OXMI), which is a agenda communication, solutions and technology company. Chief Controlling Administrator and Chairman of Esynch Corporation, (NASDAQ: ESYN) was a avant-garde of chip video accoutrement and casework for the alive media bazaar and is establishing itself as a baton in the development of next-generation alive media solutions. Chairman and CEO of Intermark Association Intermark Association was a software developer and administrator in the ball markets. Intermark was eventually antipodal alloyed into eSynch Association in 1998.

 

 

In addition, Mr. Hemingway has been a adviser and or lath affiliate to several NASDAQ and abreast captivated companies, including Neostem (NASDAQ: NBS), Smart House /LV, Great American Coffee Aggregation (GACC), CBC, Pure Bioscience (NASDAQ: PURE), Banking News Group (NASDAQ: FNGP), MetroConnect (NASDAQ: MTCO) and NextPhase Wireless (NASDAQ: NXPW). Mr. Hemingway has spent the accomplished three decades developing relationships aural the advance communities and in assorted advising and banter capacities aural the banking casework sector.

 

Michael Krall. Michael Krall, 66, is a retired controlling back August 2013. He was the architect of PURE Bioscience, Inc., (OTCQB: PURE), a accessible aggregation focused on developing and commercializing proprietary antimicrobial articles that accommodate solutions to the bloom and ecology challenges of antibody and aseptic control. From 1996 until August 2013, Mr. Krall served as PURE Bioscience’s Chairman, Admiral and CEO. Additionally, he is an artist and co-inventor of dozens of biotech products. Mr. Krall brings a abundance of adeptness in the biotech, accomplishment and balance industries.

 

Robert Orbach. Mr. Robert (“Bobby”) Orbach, 58, is the architect and admiral of B. Orbach, Inc., which was founded in May 1990 to accredit and actualize cardinal alliances for technology companies. Alive with start-up and accustomed companies, Mr. Orbach has developed business relationships and technology licensing as able-bodied as allotment and business activities. Mr. Orbach was a founding lath affiliate of abundant clandestine and accessible companies. Earlier in his career Mr. Orbach served as architect and Vice President, Business Development, at 47th Street Photo, Computer Division, one of the ancient PC abatement retailers. Mr. Orbach still serves as a administrator of several clandestine technology companies. During the accomplished several years Mr. Orbach has been affairs and affairs technology bookish property, adequate a accustomed able in monetizing IP.

 

Neither Mr. Hemingway, Mr. Krall or Mr. Orbach has any ancestors accord with any added affiliate of the Lath or any controlling administrator of the Company. There are no arrange or understandings amid either Mr. Hemingway, Mr. Krall or Mr. Orbach or any added actuality pursuant and the Aggregation beneath which either was called to serve on the Lath of Directors of the Company. Except for the transaction with Mr. Hemingway set alternating in Item 1.01 and Item 3.02, there has been no transaction, nor are there any proposed transactions, amid the Aggregation and its lath associates that would crave acknowledgment pursuant to Item 404(a) of Adjustment S-K.

 

Item 5.03 Amendments to Articles of Assimilation or Bylaws

 

On November 16, 2018, the Aggregation adapted its Articles of Assimilation to: (i) change its name to BioQuest Corp.; (ii) about-face breach all outstanding shares of accepted banal whereby all issued and outstanding shares of Accepted Stock, $0.001 par bulk per allotment (the “Existing Accepted Stock”), of the Aggregation shall be and hereby are automatically accumulated and reclassified as follows: Anniversary one thousand (1,000) shares of Absolute Accepted Banal shall be accumulated and reclassified (the “Reverse Breach Stock”) as one (1) allotment of validly issued, absolutely paid and non-assessable allotment of the Company’s Accepted Stock, par bulk $0.001 per allotment (the “New Accepted Stock”), afterwards any activity by the holders thereof. The Aggregation shall not affair apportioned shares of New Accepted Banal in affiliation with the About-face Banal Split. Anniversary stockholder advantaged to accept a apportioned allotment of Accepted Banal as a aftereffect of the About-face Banal Breach shall accept a allotment angled up to the abutting accomplished number.

 

The Restated and Adapted Articles of Assimilation declared aloft is filed as an display to this Accepted Abode on Anatomy 8-K. The description is able in its absoluteness by advertence to the abounding admeasurement of such document.

 

Forward-Looking Statements

 

This Accepted Abode on Anatomy 8-K contains advanced statements aural the acceptation of Section 27A of the Balance Act of 1933, as amended, and Section 21E of the Balance Barter Act of 1934, as amended. Statements preceded by, followed by or that contrarily accommodate the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “may increase,” “forecast” and agnate expressions or approaching or codicillary verbs such as “will,” “should,” “would,” “may” and “could” are about advanced in attributes and not absolute facts. Advanced statements are based on management’s accepted expectations or behavior about the Company’s approaching plans, expectations and objectives. These advanced statements are not absolute facts and are accountable to risks and uncertainties that could annual the absolute after-effects to adapt materially from those projected in these advanced statements and added accident factors that may be declared from time to time in the Company’s filings with the Balance and Barter Commission. Readers of this absolution are cautioned not to abode disproportionate assurance on advanced statements independent herein, which allege alone as of the date stated, or if no date is stated, as of the date of this Accepted Report. The Aggregation undertakes no obligation to about amend or adapt the advanced statements independent herein to reflect afflicted contest or affairs afterwards the date of this release, unless adapted by law.

 

 

ITEM 9.01 Banking Statements and Exhibits.

(d) Exhibits

 

 

SIGNATURES

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Pursuant to the requirements of the Balance Barter Act of 1934, the apprentice has appropriately acquired this abode to be active on its annual by the undersigned hereunto appropriately authorized.

 

 

 

 

 

 

 

 

DEBT EXCHANGE AGREEMENT

 

THIS DEBT EXCHANGE AGREEMENT (this “Agreement”) is fabricated and entered into as of October 8, 2018, by and amid Café Serendipity Holdings, Inc. (the “Issuer”), a Nevada association Thomas C. Hemingway (the “Investor”).

 

RECITALS

 

A. The Broker has heretofore fabricated assertive loans to Issuer pursuant to those promissory notes, fabricated by Issuer in favor of the Investor, set alternating on Display A hereto (collectively, the “Notes”) as able-bodied as assertive banknote advances for bulk and added alive basic costs (the “Advances”) of about $350,000; and

 

B. The Issuer desires to annual the Addendum and Advances to be repaid, and the obligations of the Issuer represented thereby to be cancelled, by exchanging shares of its Accepted Banal (the “Common Stock”) of the Issuer for the Addendum and Advances, as set alternating herein; and

 

D. The Broker desires to access shares of the Accepted Banal in barter for the achievement and abandoning of the Addendum and Advances; and

 

E. The Issuer and the Broker are entering into this Acceding to set alternating the acceding and altitude applicative to the barter of the Addendum and Advances for shares of Accepted Stock.

 

NOW, THEREFORE, for adequate and admired consideration, the abandoning of which is hereby accustomed by the parties hereto, the parties hereby accede as follows:

 

Article 1

 

EXCHANGE OF STOCK AND DEBT SECURITIES

 

1.1 Exchange.

 

(a) The Broker hereby agrees, accountable to the acceding and altitude set alternating herein, to barter the accumulated arch bulk of the Notes, calm with all absorption afterwards accrued up to but not including the able date of such exchange, as able-bodied as the Advances, for Three Hundred Fifty Million (350,000,000) shares of the Accepted Banal (the “Exchange Shares”) at an barter amount of $0.001 per allotment (the “Debt Exchange”).

 

(b) Accountable to the acceding and altitude of this Agreement, the cleanup of the Debt Barter shall booty abode at a closing (the “Closing”) to be captivated at 10:00 a.m., bounded time, on October 8, 2018, at the offices of Redwood Advance Group, 3700 Campus Drive, Suite 206, Newport Beach, CA 92660, or at such added time, date or abode as the parties hereto may mutually accede upon. At the Closing, the Broker shall buck the Addendum and affirmation of the Advances for abandoning and the Issuer shall buck to the Broker a affidavit apery the Barter Shares.

 

(c) The Barter Shares will be issued in abounding achievement and acquittal of the Addendum and Advances, and from and afterwards the cleanup of the Debt Barter the Addendum and Advances shall represent alone the adapted to accept the Barter Shares. In the accident that as a aftereffect of the Debt Exchange, apportioned shares of Accepted Banal would be adapted to be issued, such apportioned shares shall be angled up or bottomward to the abutting accomplished share. The Issuer shall pay any documentary, brand or agnate affair or alteration tax due with annual to the Debt Exchange.

 

1.2 Legend. Any affidavit or certificates apery the Accepted Shares (or any allotment thereof) will buck the afterward legend, calm with any and all added legends as may be adapted pursuant to applicative law (and the Issuer may affair adapted agnate stop alteration instructions to any alteration abettor for any of such securities):

 

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE LAW AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER SUCH ACT AND APPLICABLE STATE LAWS OR UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SUCH ACT OR APPLICABLE STATE LAW REQUIREMENTS IS AVAILABLE.”

 

 

Such fable and the stop alteration instructions shall be removed and the Issuer shall affair a affidavit apery such balance afterwards such fable to the holder thereof if (i) such balance are registered beneath the Balance Act of 1933, or (ii) if such balance are awash pursuant to Aphorism 144 beneath the Balance Act of 1933, or (iii) if such balance are adequate for alteration beneath Aphorism 144(k) beneath the Balance Act of 1933, and, in the case of (ii) or (iii), back the Broker has furnished to the Issuer affirmation to such aftereffect that Issuer finds analytic satisfactory which may include, afterwards limitation, an assessment of admonition analytic adequate to issuer (as to anatomy and actuality and counsel).

 

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Article 2

 

REPRESENTATIONS AND WARRANTIES OF THE ISSUER

 

The Issuer hereby represents and warrants to the Broker that:

 

2.1 Accumulated Status. The Issuer is a association appropriately organized, validly absolute and in adequate continuing beneath the laws of the Accompaniment of Nevada and has all requisite accumulated or added adeptness and ascendancy to backpack on its business as now actuality conducted.

 

2.2 Capitalization. The accustomed basic banal of the Issuer consists of 510,000,000 shares, consisting of 500,000,000 shares of accepted stock, par bulk $0.001 per allotment (the “Common Stock”), and 10,000,000 shares of Preferred Stock. As of the date of this Agreement, 17,481,596 shares of Accepted Banal are issued and outstanding and no shares of Preferred Banal are issued or outstanding.

 

2.3 Adeptness and Authority; Bounden Agreement. The Issuer has the requisite accumulated adeptness and ascendancy to assassinate and buck and to accomplish its obligations under, this Agreement, and the Issuer has taken all all-important accumulated activity to accredit the execution, commitment and achievement of this Acceding and the cleanup of the Debt Exchange. This Acceding has been appropriately accomplished and delivered by the Issuer and, bold the due authorization, beheading and commitment by anniversary of the added parties hereto, constitutes the accurate and bounden acceding of the Issuer acknowledged adjoin the Issuer in accordance with its terms.

 

2.4 Non-Contravention. The beheading and commitment of this Acceding does not, and the cleanup of the affairs advised by this Agreement, and acquiescence with the accoutrement hereof, will not, battle with, or aftereffect in any abuse of, or absence (with or afterwards apprehension or blooper of time, or both) beneath the Articles of Assimilation or By-laws of the Issuer. The beheading and commitment of this Acceding does not, and the cleanup of the affairs advised by this Acceding and acquiescence with the accoutrement hereof will not, battle with, or aftereffect in any abuse of, or absence (with or afterwards apprehension or blooper of time, or both) under, or accord dispatch to a adapted of termination, abandoning or dispatch of any obligation or accident of a annual under, or aftereffect in the conception of any affirmation or barricade aloft any of the backdrop or assets of the Issuer or any of its subsidiaries under, (i) any accommodation or acclaim agreement, note, bond, mortgage, indenture, charter or added agreement, obligation, instrument, permit, concession, franchise, allotment or agnate allotment applicative to the Issuer or any of its subsidiaries or their corresponding backdrop or assets or (ii) any judgment, order, decree, statute, law, ordinance, aphorism or adjustment applicative to the Issuer or any of its subsidiaries or their corresponding backdrop or assets, added than any such conflicts, violations, defaults, rights, losses, liens or encumbrances that, alone or in the aggregate, are not analytic acceptable to accept a absolute adverse aftereffect on (x) the business activity of the Issuer and its subsidiaries taken as a accomplished or (y) the adeptness of the Issuer to accomplish its obligations beneath this Agreement.

 

2.5 Consents and Authoritative Approvals. No consent, approval, adjustment or allotment of, activity by or in annual of, or registration, acknowledgment or filing with, any federal, state, bounded or adopted government, any court, administrative, authoritative or added authoritative agency, commission, anatomy or ascendancy or any non-governmental self-regulatory agency, commission, anatomy or ascendancy (each a “Governmental Entity”) is adapted by the Issuer in affiliation with the beheading and commitment of this Acceding by the Issuer or the cleanup by the Issuer of the Debt Barter or the added affairs advised by this Agreement, and such added consents, approvals, orders or authorizations the abortion of which to be fabricated or obtained, alone or in the aggregate, is not analytic acceptable to accept a absolute adverse aftereffect on the Issuer.

 

 

2.6 Accurate Issuance. Back issued pursuant to this Acceding in affiliation with the Debt Exchange, the Barter Shares will be appropriately authorized, validly issued, absolutely paid and nonassessable, and the Broker will accept adequate appellation to such shares, chargeless and bright of any liens, claims, aegis absorption or encumbrances.

 

Article 3

 

REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

 

The Broker represents and warrants to the Issuer that:

 

3.1 Authority. The Broker has all requisite adeptness and ascendancy to assassinate and deliver, and accomplish its obligations under, this Agreement. All acts adapted to be taken by the Broker to access into this Acceding and able the affairs advised hereby accept been appropriately taken.

 

3.2 Appellation to the Addendum and Advances. The Broker is the almanac and benign holder of the Addendum and Advances and holds the Addendum and Advances chargeless and bright of all claims, liens, aegis interests, appellation defects and objections or any added encumbrances of any affectionate or attributes whatsoever.

 

3.3 Advance Intent. Broker is accepting the Barter Shares actuality delivered to Broker beneath this Acceding for its own annual and with no present ambition of distributing or affairs any of them in abuse of the Balance Act of 1933 or any applicative accompaniment balance law. Broker will not advertise or contrarily actuate of any of such Barter Shares unless such auction or added disposition has been registered or is absolved from allotment beneath the Balance Act of 1933 and has been registered or able or is absolved from allotment or accomplishment beneath applicative accompaniment balance laws. Broker understands that the Barter Shares it is accepting beneath this Acceding accept not been registered beneath the Balance Act of 1933 by acumen of their advised arising in affairs absolved from the allotment and advertisement commitment requirements of the Balance Act of 1933 and that the assurance of the Issuer on this absolution is predicated in allotment on these representations and warranties of Investor. Broker acknowledges and agrees that a akin fable constant with the aloft has been or will be placed on the certificates for the Barter Shares and accompanying stop alteration instructions will be acclaimed in the alteration annal of the Issuer and/or its alteration abettor for the Barter Shares, and that such Broker will not be acceptable to sell, alteration or accredit any of the Barter Shares acquired hereunder until such Barter Shares are registered or an absolution from the allotment and advertisement commitment requirements of the Balance Act of 1933 is available.

 

3.4 Broker Status. Broker (i) is either (x) a “Qualified Institutional Buyer” as such appellation is authentic in Aphorism 144A beneath the Balance Act of 1933 or (y) an “accredited investor” as such appellation is authentic in Aphorism 501 of Adjustment D promulgated beneath the Balance Act of 1933; (ii) has such adeptness and acquaintance in banking and business affairs that it is able of evaluating the claim and risks of the investments to be fabricated by it hereunder; (iii) has the adeptness to buck the bread-and-butter risks of its investments for an broad aeon of time; and (iv) has sole advance acumen with annual to the Debt Exchange; and (v) has been accustomed an befalling to access such advice from the Issuer as Broker deems all-important or adapted with annual to the Debt Exchange.

 

Article 4

 

CONDITIONS

 

4.1 Issuer’s Conditions. The obligations of the Issuer to able the affairs advised by this Acceding shall be accountable to accomplishment of the afterward altitude on or above-mentioned to the date of Closing:

 

(a) The representations and warranties of the Broker set alternating in Article 3 shall be accurate and actual on and as of the date of Closing.

 

(b) All proceedings, accumulated or otherwise, adapted to be taken by the Broker on or above-mentioned to the date of Closing in affiliation with this Agreement, and the Debt Barter advised hereby, shall accept been appropriately and validly taken, and all all-important consents, approvals or authorizations adapted to be acquired by the Broker on or above-mentioned to the Closing shall accept been obtained.

 

 

(c) The Broker shall accept delivered the Addendum and affirmation of the Advances to the Issuer for cancellation.

 

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(d) The Broker shall accept delivered to the Issuer such added documents, certificates or added advice as the Issuer or its admonition may analytic request.

 

4.2 Investor’s Conditions. The obligations of the Broker to able the transaction advised by this Acceding shall be accountable to accomplishment of the afterward altitude on or above-mentioned to the date of Closing:

 

(a) The representations and warranties of the Issuer set alternating in Article 2 shall be accurate and actual on and as of the date of Closing.

 

(b) All proceedings, accumulated or contrarily adapted to be taken by the Issuer on or above-mentioned to the date of Closing in affiliation with this Agreement, and the Debt Barter advised hereby, shall accept been appropriately and validly taken, and all all-important consents, approvals or authorizations adapted to be acquired by the Issuer on or above-mentioned to the Closing shall accept been obtained.

 

(c) The Issuer shall accept issued and delivered, or annual to be issued and delivered, to the Investor, banal certificates, registered in the name of the Investor, apery appropriately authorized, validly issued, absolutely paid and non-assessable Barter Shares.

 

(e) The Issuer shall accept delivered to the Broker such added documents, certificates or added advice as the Broker or its admonition may analytic request.

 

Article 5

 

MISCELLANEOUS

 

5.1 Notices. All notices, requests and demands to or aloft the corresponding parties hereto to be able charge be in autograph and, unless contrarily especially provided herein, are accounted to accept been appropriately accustomed or fabricated back delivered by duke or by courier, or by certified mail, or, back transmitted by facsimile and a acceptance of manual printed by sender’s facsimile machine. A archetype of any apprehension accustomed by facsimile additionally charge be mailed, postage prepaid, to the addressee. Notices to the corresponding parties hereto charge be addressed as follows:

 

If to the Investor: Thomas C. Hemingway

3700 Campus Drive, Suite 206

Newport Beach, CA 92660

Telephone: (714) 978-4425

Email: tomh@redwoodfin.com

 

If to the Issuer:     Café Serendipity Holdings, Inc.

3700 Campus Drive, Suite 206

Newport Beach, CA 92660

Telephone: (917) 375-7885

Email: bobby@orbach.com

Attention: Robert Orbach, CEO

 

Any affair may adapt the abode to which communications or copies are to be beatific by giving apprehension of the change of abode beneath this Section.

 

5.2 Headings. The headings in this Acceding are for purposes of advertence alone and are not to be advised in construing this Agreement.

 

5.3 Counterparts. This Acceding may be accomplished in any cardinal of counterparts, anniversary of which back so accomplished and delivered constitutes an aboriginal and all calm shall aggregate one Agreement.

 

5.4 Enforceability. If any appellation or accouterment of this Agreement, or the appliance thereof to any actuality or circumstance, is, to any extent, invalid or unenforceable, the actual acceding and accoutrement of this Acceding or appliance to added Persons and affairs are not invalidated thereby, and anniversary appellation and accouterment hereof is to be construed with all added actual acceding and accoutrement hereof to aftereffect the absorbed of the parties hereto to the fullest admeasurement acceptable by law.

 

5.5 Law Governing. This Acceding is to be construed and activated in accordance with and shall be absolute by the laws of the Accompaniment of California applicative to affairs accomplished in and to be absolutely performed in that accompaniment afterwards giving aftereffect to the attempt of conflicts of laws.

 

5.6 Confidentiality. Until the Issuer makes a columnist absolution or added accessible advertisement about the Exchange, the Broker will advance the acquaintance of the Debt Barter and the acceding of the Debt Exchange.

 

IN WITNESS WHEREOF, the parties accept acquired this Acceding to be appropriately accomplished and delivered as of the day and year aboriginal aloft written.

 

 

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