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Share Purchase Agreement

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Title:

Share Purchase Agreement

Entities:

Uintah Mountain Copper Co.

Date:

2006

Size:

78KB total

Price:

$45

ID:

#2500653

► Purchase & Sale ► Purchase ► Stock ► Share Purchase Agreements
► Commodities ► Metal Mining

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SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made as of the 30^th day of August, 2006

AMONG:

VOXPATH HOLDINGS, INC., a corporation formed pursuant to the laws of the State of Nevada and having an office for business at 378 North Main, #124, Layton, Utah 84041. (Voxpath)

AND:

THE RETIREMENT SOLUTION, INC., a company formed pursuant to the laws of the State of Nevada and having an office for business located at 337 N. Marwood Avenue, Fullerton CA 92832 (Retirement)

AND:

The shareholders of Retirement, each of whom are set forth on the signature page of this Agreement (the Retirement Shareholders)

WHEREAS:

A. The Retirement Shareholders own 121,500,000 shares of common stock, $0.001 par value, being 100% of the presently issued and outstanding Retirement Shares;

B. Voxpath is a reporting company whose common stock is quoted on the Over-the-Counter Bulletin Board; and

C. The respective Boards of Directors of Voxpath and Retirement deem it advisable and in the best interests of Voxpath and Retirement that Retirement become a wholly-owned subsidiary of Voxpath (the Acquisition) pursuant to this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises and the mutual covenants, agreements, representations and warranties contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

Definitions

1.1 In this Agreement the following terms will have the following meanings:

(a)

Acquisition means the Acquisition, at the Closing, of Retirement by Voxpath pursuant to this Agreement;

(b)

Acquisition Shares means the 100,000,000 Voxpath Common Shares to be issued to the Retirement Shareholders at Closing pursuant to the terms of the Acquisition;

(c)

Agreement means this share purchase agreement among Voxpath, Retirement, and the Retirement Shareholders;

(d)

Voxpath Accounts Payable and Liabilities means all accounts payable and liabilities of Voxpath, on a consolidated basis, due and owing or otherwise constituting a binding obligation of Voxpath and its subsidiaries (other than a Voxpath Material Contract) as of March 31, 2006 as set forth is Schedule A hereto;

(e)

Voxpath Accounts Receivable means all accounts receivable and other debts owing to Voxpath, on a consolidated basis, as of March 31, 2006 as set forth in Schedule B hereto;

(f)

Voxpath Assets means the undertaking and all the property and assets of the Voxpath Business of every kind and description wheresoever situated including, without limitation, Voxpath Equipment, Voxpath Inventory, Voxpath Material Contracts, Voxpath Accounts Receivable, Voxpath Cash, Voxpath Intangible Assets and Voxpath Goodwill, and all credit cards, charge cards and banking cards issued to Voxpath;

(g)

Voxpath Bank Accounts means all of the bank accounts, lock boxes and safety deposit boxes of Voxpath and its subsidiaries or relating to the Voxpath Business as set forth in Schedule C hereto;

(h) Voxpath Business means all aspects of any business conducted by Voxpath and its subsidiaries;

(i)

Voxpath Cash means all cash on hand or on deposit to the credit of Voxpath and its subsidiaries on the Closing Date;

(j)

Voxpath Common Shares means the shares of common stock in the capital of Voxpath;

(k)

Voxpath Debt to Related Parties means the debts owed by Voxpath to any affiliate, director or officer of Voxpath as described in Schedule D hereto;

(l)

Voxpath Equipment means all machinery, equipment, furniture, and furnishings used in the Voxpath Business, including, without limitation, the items more particularly described in Schedule E hereto;

(m)

Voxpath Financial Statements means, collectively, the audited consolidated financial statements of Voxpath for the fiscal year ended December 31, 2005, together with the unqualified auditors report thereon, and the unaudited consolidated financial statements of Voxpath for the three month period ended March 31, 2006, true copies of which are attached as Schedule F hereto;

(n)

Voxpath Goodwill means the goodwill of the Voxpath Business including the right to all corporate, operating and trade names associated with the Voxpath Business, or any variations of such names as part of or in connection with the Voxpath Business, all books and records and other information relating to the Voxpath Business, all necessary licenses and authorizations and any other rights used in connection with the Voxpath Business;

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(o)

Voxpath Insurance Policies means the public liability insurance and insurance against loss or damage to the Voxpath Assets and the Voxpath Business as described in Schedule G hereto;

(p)

Voxpath Intangible Assets means all of the intangible assets of Voxpath and its subsidiaries, including, without limitation, Voxpath Goodwill, all trademarks, logos, copyrights, designs, and other intellectual and industrial property of Voxpath and its subsidiaries;

(q)

Voxpath Inventory means all inventory and supplies of the Voxpath Business as of March 31, 2006, as set forth in Schedule H hereto; and

(r)

Voxpath Material Contracts means the burden and benefit of and the right, title and interest of Voxpath and its subsidiaries in, to and under all trade and non-trade contracts, engagements or commitments, whether written or oral, to which Voxpath or its subsidiaries are entitled whereunder Voxpath or its subsidiaries are obligated to pay or entitled to receive the sum of $10,000 or more including, without limitation, any pension plans, profit sharing plans, bonus plans, loan agreements, security agreements, indemnities and guarantees, any agreements with employees, lessees, licensees, managers, accountants, suppliers, agents, distributors, officers, directors, attorneys or others which cannot be terminated without liability on not more than one months notice, and those contracts listed in Schedule I hereto.

(s)

Closing means the completion, on the Closing Date, of the transactions contemplated hereby in accordance with Article 9 hereof;

(t)

Closing Date means the day on which all conditions precedent to the completion of the transaction as contemplated hereby have been satisfied or waived, but in any event no later than September, 2006;

(u)

Retirement Accounts Payable and Liabilities means all accounts payable and liabilities of Retirement, due and owing or otherwise constituting a binding obligation of Retirement (other than a Retirement Material Contract) as of March 31, 2006 as set forth in Schedule J hereto;

(v)

Retirement Accounts Receivable means all accounts receivable and other debts owing to Retirement, as of March 31, 2006 as set forth in Schedule K hereto;

(w)

Retirement Assets means the undertaking and all the property and assets of the Retirement Business of every kind and description wheresoever situated including, without limitation, Retirement Equipment, Retirement Inventory, Retirement Material Contracts, Retirement Accounts Receivable, Retirement Cash, Retirement Intangible Assets and Retirement Goodwill, and all credit cards, charge cards and banking cards issued to Retirement;

(x)

Retirement Bank Accounts means all of the bank accounts, lock boxes and safety deposit boxes of Retirement or relating to the Retirement Business as set forth in Schedule L hereto;

(y)

Retirement Business means all aspects of the business conducted by Retirement;

(z)

Retirement Cash means all cash on hand or on deposit to the credit of Retirement on the Closing Date;

-3-

(aa)

Retirement Debt to Related Parties means the debts owed by Retirement and its subsidiaries to the Retirement Shareholders or to any family member thereof, or to any affiliate, director or officer of Retirement or the Retirement Shareholders as described in Schedule M;

(bb)

Retirement Equipment means all machinery, equipment, furniture, and furnishings used in the Retirement Business, including, without limitation, the items more particularly described in Schedule N hereto;

(cc)

Retirement Financial Statements means collectively, the audited financial statements of Retirement for the two fiscal years ended December 31, 2005, together with the unqualified auditors report thereon, and the unaudited consolidated financial statements of Retirement for the three month period ended March 31, 2006, true copies of which are attached as Schedule O hereto;

(dd)

Retirement Goodwill means the goodwill of the Retirement Business together with the exclusive right of Voxpath to represent itself as carrying on the Retirement Business in succession of Retirement subject to the terms hereof, and the right to use any words indicating that the Retirement Business is so carried on including the right to use the name Retirement or Retirement International or any variation thereof as part of the name of or in connection with the Retirement Business or any part thereof carried on or to be carried on by Retirement, the right to all corporate, operating and trade names associated with the Retirement Business, or any variations of such names as part of or in connection with the Retirement Business, all telephone listings and telephone advertising contracts, all lists of customers, books and records and other information relating to the Retirement Business, all necessary licenses and authorizations and any other rights used in connection with the Retirement Business;

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