SHARE EXCHANGE AGREEMENT
AMONG
D'ANGELO ACQUISITIONS INC., PLAYANDWIN INC., D'ANGELO
BRANDS LTD.,
▇▇▇▇▇ ▇'▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇, GREEN PASTURES LTD.,
HURDMAN ENTERPRISES LTD., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ A.T. ▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, CARLTON HAVEN, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
ALMOND RESOURCES LTD., FIDRA HOLDINGS LTD.,
SELECT INVESTMENTS LTD., ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, COMERICA BANK,
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, AND ▇▇▇▇▇▇▇ ▇▇▇▇▇
October 17, 2001
SHARE EXCHANGE AGREEMENT
THIS AGREEMENT is dated for reference as of the ___ day of
October, 2001.
AMONG:
D'ANGELO ACQUISITIONS INC., a company incorporated
pursuant to the laws of the Province of Ontario
and having an office at ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
(the "Purchaser")
OF THE FIRST PART
AND:
D'ANGELO BRANDS LTD., a company incorporated
pursuant to the laws of Ontario and having an
office located at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇
(the "Company")
OF THE SECOND PART
AND:
▇▇▇▇▇ ▇'▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
("▇. ▇'▇▇▇▇▇▇")
OF THE THIRD PART
AND:
▇▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
("▇. ▇'▇▇▇▇▇▇")
OF THE FOURTH PART
AND:
GREEN PASTURES LTD., Harbor Side 2, Unit 7,
Cloister Island, Bahamas
("Green Pastures")
OF THE FIFTH PART
AND:
HURDMAN ENTERPRISES LTD., c/o T. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇ ▇▇▇
("Hurdman Enterprises")
OF THE SIXTH PART
AND:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, of ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇
("▇▇▇▇▇▇▇▇")
OF THE SEVENTH PART
AND:
▇▇▇ ▇▇▇▇▇▇, of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇
("▇▇▇▇▇▇")
OF THE EIGHTH PART
AND:
▇▇▇▇▇▇ A.T. ▇▇▇▇, of ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇'▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇
("▇▇▇▇")
OF THE NINTH PART
AND:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, of ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇
("▇▇▇▇▇▇▇▇")
OF THE TENTH PART
AND:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, of ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇
("Hurdman")
OF THE ELEVENTH PART
AND:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, of ▇▇ ▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇
("▇▇▇▇▇▇▇▇")
OF THE TWELFTH PART
AND:
CARLTON HAVEN, of c/o Sun ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
("Haven")
OF THE THIRTEENTH PART
AND:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, of ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
("▇▇▇▇▇▇▇")
OF THE FOURTEENTH PART
AND:
ALMOND RESOURES LTD., of Cable Beach Courte #▇,
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇-▇▇▇▇▇, Nassau,
Bahamas
("Almond")
OF THE FIFTEENTH PART
AND:
FIDRA HOLDINGS LTD., of Cable Beach Courte #▇,
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇-▇▇▇▇▇, Nassau,
Bahamas
("Fidra")
OF THE SIXTEENTH PART
AND:
SELECT INVESTMENTS LTD., of Cable Beach Courte #▇,
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇-▇▇▇▇▇, Nassau,
Bahamas
("Select")
OF THE SEVENTEENTH PART
AND:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, of ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ #▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
("Campanile")
OF THE EIGHTEENTH PART
AND:
COMERICA BANK, of ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇
("Comerica")
OF THE NINETEENTH PART
AND:
▇▇▇▇▇▇ ▇▇▇▇, of ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇,
("Risi")
OF THE TWENTIETH PART
AND:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, of ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ 1CY
("▇▇▇▇▇▇▇▇")
OF THE TWENTY-FIRST PART
AND:
▇▇▇▇▇ ▇▇▇▇▇▇, of ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇
("Comerica")
OF THE TWENTY-SECOND PART
AND:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, of ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
("▇▇▇▇▇▇▇▇▇")
OF THE TWENTY-THIRD PART
AND:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, of ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
("Praljak")
OF THE TWENTY-FOURTH PART
AND:
▇▇▇▇▇▇▇ ▇▇▇▇▇, of ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
("Paura")
OF THE TWENTY-FIFTH PART
(the parties of the third part through the twenty-
fifth part are hereinafter collectively referred
to as the "Vendors")
AND:
PLAYANDWIN, INC., a corporation incorporated under
the laws of the State of Nevada, having an office at
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
("PWIN")
OF THE TWENTY-SIXTH PART
WHEREAS:
A. The Vendors are the registered and beneficial owners of all
of the issued and outstanding shares in the capital of the
Company; and
B. The Vendors have agreed to sell and the Purchaser has agreed
to purchase all of the Vendors' shares being 60,405,000 common
shares of the Company so as to give the Purchaser 100% of the
issued and outstanding securities of the Company, subject to the
following terms and conditions;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in
consideration of the premises, covenants, terms, conditions
representations and warranties hereinafter set forth, the parties
hereto agree each with the other as follows:
1. INTERPRETATION
1.1 Definitions. Where used in this Agreement and the recitals
and any schedules hereto, each of the following words will have
the following meanings:
(a) "Accounts Receivable" means all of the trade accounts, notes
and other debts arising out of the operation of the Business
owing to the Company as at the Closing Date, whether due or
to become due as at or after the Closing Date, and which
are described in Schedule "E" together with those accounts
receivable arising in the normal and ordinary course of the
business between the date specified in Schedule "E" and the
Closing Date.
(b) "Act" means the Securities Act (Ontario) and the
regulations, rules and policies thereunder, both as amended
from time to time.
(c) "Assets" means all of personal property, chooses in action,
intangible or intellectual property, including patents,
copyrights, trade-marks, trade names or licenses, and all
other assets of whatsoever nature owned by the Company,
including those described in Schedule "B".
(d) "Business" means the business carried on by the Company
described as the production and marketing of premium quality
grocery products.
(e) "Claims" means claims, demands, actions, causes of action,
damages, losses, costs, fines, penalties, interest,
liabilities and expenses, including, without limitation,
reasonable legal fees.
(f) "Closing Date" means the date of closing of the transactions
contemplated hereby as defined in paragraph 5.1 of this
Agreement.
(g) "Company" means D'Angelo Brands Ltd.
(h) "Contracts" means all of the material commitments,
agreements, contracts, arrangements, instruments, leases and
other documents entered into by the Company, by which the
Company is bound or to which the Company or the Assets are
subject (other than the Permitted Liens) and which are
described in Schedule "F".
(i) "Exchangeable Shares" means Class B Special Shares of the
Purchaser, being subordinate, non-voting preferred shares
authorized in an unlimited number, each Exchangeable Share
entitling its holder to exchange it for one (1) PWIN Share
on terms described in this Agreement.
(j) "Lien" means any mortgage, debenture, charge, hypothecation,
pledge, lien or other security interest or encumbrance of
whatever kind or nature, regardless of form and whether
consensual or arising by laws, statutory or otherwise, that
secures the payment of any Indebtedness or the performance
of any obligation or creates in favour of or grants to any
Person any proprietary right.
(k) "OSC" means the Ontario Securities Commission.
(l) "Person" means an individual, corporation, body corporate,
partnership, joint venture, society, association, trust or
unincorporated organization or any trustee, executor,
administrator, or other legal representative.
(m) "Permitted Liens" means the Liens described in Schedule "D".
(n) "Purchaser" means D'Angelo Acquisitions Inc..
(o) "PWIN" means Playandwin, Inc.
(p) "PWIN Shares" means common shares in the capital of
Playandwin, Inc.
(q) "Settlement Agreement" means the settlement agreement
between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and PWIN attached hereto as Schedule
"J".
(r) "Shares" means common shares without par value in the
capital of the Company, representing 100% of the issued and
outstanding securities of the Company, to be acquired by the
Purchaser hereunder.
(s) "Vendors" means collectively ▇▇▇▇▇ ▇'▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇'▇▇▇▇▇▇, Green Pastures Ltd., Hurdman Enterprises Ltd.,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ A.T. ▇▇▇▇, ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Haven, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Almond Resources Ltd., Fidra
Holdings Ltd., Select Investments Ltd., ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
Comerica Bank, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇
▇▇▇▇▇▇.
1.2 Interpretation. In this Agreement, except as otherwise
expressly provided:
(a) "Agreement" means this agreement, including the preamble and
the schedules hereto, as it may from time to time be
supplemented or amended in effect;
(b) all references in this Agreement to a designated "paragraph"
or other subdivision or to a Schedule is to the designated
paragraph or other subdivision of, or Schedule, to this
Agreement;
(c) the words "herein", "hereof" and "hereunder" and other words
of similar import refer to this Agreement as a whole and not
to any particular paragraph or other subdivision or
Schedule;
(d) the headings are for convenience only and do not form a part
of this Agreement and are not intended to interpret, define,
or limit the scope, extent or intent of this Agreement or
any provision hereof;
(e) the singular of any term includes the plural, and vice
versa, the use of any term is equally applicable to any
gender and, where applicable, a body corporate, the word
"or" is not exclusive and the word "including" is not
limited (whether or not non-limited language, such as
"without limitation" or "but not limited" or words of
similar import, are used with reference thereto);
(f) any accounting term not otherwise defined has the meanings
assigned to it in accordance with generally accepted
accounting principles applicable to Canada;
(g) any reference to a statute includes and is a reference to
that statute and to the regulations made pursuant thereto,
with all amendments made thereto and in force from time to
time, and to any statute or regulations that may be passed
which has the effect of supplementing or superseding that
statute or regulations;
(h) except as otherwise provided, any dollar amount referred to
in this Agreement is in Canadian funds; and
(i) any other term defined within the text of this Agreement has
the meaning so ascribed.
1.3 Schedules. The following are the Schedules to this
Agreement:
Schedu Description
le
A Financial Statements of the Company
B List of Assets
C List of Indebtedness
D List of Permitted Liens
E List of Accounts
Receivable
F List of Material
Contracts
G Contracts of Employment
H Consulting Agreement
I Shareholdings of the Vendors
J Settlement Agreement
2. PURCHASE AND SALE OF SHARES
2.1 Purchase and Sale. Subject to the conditions and upon the
terms hereinafter set forth, the Purchaser agrees to purchase and
the Vendors agree to sell to the Purchaser all of their right,
title and interest in and to the Shares.
2.2 Purchase Price. The purchase price for the Shares will be
paid by the Purchaser by the issuance to the Vendors of a total
of 36,000,000 Exchangeable Shares of the Purchaser, in proportion
to each Vendor's interest in the Company as set out in Schedule
"I" hereto.
2.3 Rollover. At the option of each Vendor, the Purchaser
covenants and agrees to elect, jointly with such Vendor if
applicable (referred to in this section as the "Electing
Vendor"), in accordance with the provisions of subsection 85(1)
or 85.1(1) of the Income Tax Act (Canada) (the "Tax Act") (and
the corresponding provisions of any applicable provincial tax
legislation) in the prescribed form and within the prescribed
time for the purposes of the Tax Act, and shall therein agree to
elect in respect of the Shares of the Electing Vendor an amount
as the Electing Vendor shall direct which shall be deemed to be
the Electing Vendor's proceeds of disposition thereof and
Purchaser's cost thereof. Notwithstanding the foregoing, the
Electing Vendor may not direct the parties to elect an amount
which is greater than the fair market value of the Shares or an
amount which is less than the adjusted cost base of the Shares to
the Electing Vendor. The Electing Vendor and the Purchaser agree
to execute all such documents and forms to make the election
contemplated in this section.
2.4 Price Adjustment. The parties hereto covenant and agree
that, in the event that any governmental taxing authority having
jurisdiction issues or proposes to issue, assessments or
reassessments of additional liability for taxes or any other
subject by reason of asserting that the Elected Amount is greater
or less than the adjusted cost base of the Shares to the Electing
Vendor, or that the adjusted cost base of the Shares to the
Electing Vendor is greater than or less than the Elected Amount,
then the Elected Amount shall be increased or decreased by the
difference so determined; but only to the extent that the Elected
Amount so revised is accepted by the taxing authority, the
Electing Vendor and the Purchaser, or, failing such acceptance is
established by the courts having jurisdiction in the matter after
all rights of appeal have been exhausted and all times for appeal
have expired without appeals having been taken by such taxing
authority, the Electing Vendor or the Purchaser. Each of the
Electing Vendor and the Purchaser hereby agrees to make such
further elections, enter into such acknowledgements or
agreements, and do or cause to be done such further acts and
things as may be, in the opinion of counsel, reasonably necessary
to give effect to this section and the change in the Elected
Amount.
2.5 Exchangeable Shares. The Exchangeable Shares to be issued
by the Purchaser pursuant to this Agreement shall be subject to
the following terms:
(a) each Exchangeable Share may be exchanged for one (1) PWIN
Share at any time at the request of its holder at any time
during the period ending on and including the day of the
fifth anniversary of the Closing Date;
(b) each Exchangeable Share may be exchanged for one (1) PWIN
Share at the request of the Purchaser:
(i) on the occurrence of a take over bid for all of the
issued and outstanding shares of PWIN; or
(ii) after the fifth anniversary of the Closing Date;
(d) in case PWIN shall: (i) subdivide its outstanding common
shares into a greater number of shares: (ii) consolidate its
outstanding common shares into a smaller number of shares:
(iii) issue common shares of PWIN to the holders of its
outstanding common shares by way of stock dividend then the
number of PWIN Shares into which the Exchangeable Shares may
be converted on the effective date of such subdivision or
consolidation or on the record date for such stock dividend,
as the case may be, shall, in the case of the events
referred to in (i) and (iii) above, be decreased in
proportion to the total number of outstanding common shares
of PWIN resulting from such subdivision or issue, or shall,
in the case of the event referred to in (ii) above, be
increased in proportion to the total number of outstanding
common shares of PWIN resulting from such consolidation; and
(e) the adjustments provided for in subsection 2.5(d) above are
cumulative and shall apply to successive dividends,
distributions, subdivisions, consolidations, issues or other
events resulting in any adjustment under the provisions of
said subsection;
(f) all of the foregoing rights, privileges and conditions and
the exercise or fulfilment thereof shall be subject to the
relevant securities laws.
2.6 Securities Law Exemptions and Resale Restrictions. The sale
of the Shares and the issuance of the Exchangeable Shares to
Vendors resident in the Province of Ontario shall be made in
reliance on the exemptions from prospectus and registration
requirements contained in sections 72(1)(j) and 35(1)(16) of the
Securities Act (Ontario) and the exemptions from take-over bid
rules contained in section 93(1)(d), and the sale of the Shares
and the issuance of the Exchangeable Shares to Vendors resident
in the United States of America shall be made in reliance on the
exemptions from the registration requirements of the United
States Securities Act of 1933 contained in Rule 506 of Regulation
D under the said act. The issuance of the PWIN Shares to Vendors
resident in the Province of Ontario on the exchange of their
Exchangeable Shares shall be made in reliance on an exemption
order from the OSC and the exemptions from the registration
requirements of the United States Securities Act of 1933
contained in Regulation S under the said act. The issuance of
the PWIN Shares to Vendors resident in the United States of
America on the exchange of their Exchangeable Shares shall be
made in reliance on OSC Interpretation Note 1 and the exemptions
from the registration requirements of the United States
Securities Act of 1933 contained in Rule 506 of Regulation D
under the said act. The Vendors hereby acknowledge that as a
result:
(a) any Exchangeable Shares or PWIN Shares that they receive
pursuant to this Agreement will be subject to resale
restrictions in accordance with the Securities Act (Ontario)
and/or the United States Securities Act of 1933, as amended,
and the rules thereunder, as applicable, and that
certificates representing the Shares will be affixed with
legends describing such restrictions;
(b) the Exchangeable Shares and the PWIN Shares cannot be sold,
pledged, transferred or otherwise dealt with other than
pursuant to a prospectus or registration statement filed
with the OSC or U.S. Securities and Exchange Commission, or
pursuant to an exemption therefrom provided under the
Securities Act (Ontario) and the United States Securities
Act of 1933, as amended, and the rules and regulations
promulgated thereunder;
(c) PWIN Shares received by Vendors who are not resident in the
Province of Ontario and the United States of America may not
be sold, assigned, transferred or otherwise dispose of to
any resident of the Province of Ontario or the United States
of America for a period of twelve (12) months from the date
of issuance;
(d) the resale exemptions provided under the Securities Act
(Ontario) and the United States Securities Act of 1933 may
not be generally available because of the conditions and
limitations of said exemptions, and that the Purchaser and
PWIN are under no obligation to take any action to make any
of said exemptions available to the Vendor;
(e) only PWIN can register the PWIN Shares or file a prospectus
to qualify the PWIN Shares for immediate resale and PWIN has
not made any representations to the Vendors that it will do
so.
The Vendors hereby agree not to sell, pledge, transfer or
otherwise deal with the Exchangeable Shares or the PWIN Shares
without obtaining a favourable opinion of counsel or such other
evidence as may be required by the Purchaser or PWIN, that the
proposed dealing will not be in violation of the Securities Act
(Ontario), the United States Securities Act of 1933, or any other
applicable securities laws, and the rules and regulations
promulgated thereunder.
2.7 Support Agreement. PWIN hereby agrees and undertakes that
the Purchaser will be funded with sufficient resources, including
PWIN Shares, to permit it to satisfy its obligations under this
Agreement relating to the Exchangeable Shares, subject to all
applicable securities legislation and the rules of all relevant
stock exchanges or over-the-counter markets, including escrow
restrictions. PWIN further undertakes that it shall not:
(a) take actions that prejudice holders of Exchangeable Shares,
by unduly diminishing the value of that which they are
entitled to receive on the conversion/exchange of their
shares, provided that PWIN shall not be liable hereunder for
reasonable decisions made in the ordinary course of
business, or for fluctuations in market price caused by
factors beyond its control;
(b) split or consolidate PWIN stock without causing the
Purchaser to make a corresponding split or consolidation of
the issued and outstanding Exchangeable Shares, provided
that such action is also authorized by the shareholders of
the Purchaser including the holders of the Exchangeable
Shares;
(c) liquidate, wind up or dissolve the Purchaser while there are
Exchangeable Share outstanding.
2.8 Non-Residents. It is acknowledged that upon the exchange of
the Exchangeable Shares for PWIN Shares, each Vendor that is a
non-resident of Canada within the meaning of section 116 of the
Income Tax Act (Canada), shall be required to provide an executed
certificate and take all other steps required under section 116
of the Income Tax Act (Canada).
3. REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of the Vendors. Each
Vendor represents and warrants to the Purchaser as follows and
acknowledges that the Purchaser is relying on these
representations and warranties in entering into this Agreement
and performing its obligations under the same:
(a) Capacity and Authority- The Vendor has full power, right and
authority to own the Shares, enter into this Agreement and
to perform his obligations under it. If an individual, the
Vendor has attained the age of majority. If not an
individual, the Vendor has been duly formed and is validly
existing under the laws of its jurisdiction of
incorporation, and execution and delivery of this Agreement
and the Vendor's performance of its obligations hereunder
have been duly authorized by all necessary proceedings of
the directors, shareholders, trustees, beneficiaries,
partners or members of the Vendor, and the individual
signing this Agreement on behalf of the Vendor has the
authority to do so and to bind the Vendor by his signature.
(b) Title to Shares - The Vendor is the sole legal and
beneficial owner of the Shares set out opposite his name in
Schedule "I" hereto with good and marketable title thereto,
free and clear of any Liens other than Permitted Liens.
(c) No Options - No Person has any agreement, warrant, option
or right, or a right capable of becoming an agreement for
the purchase of the Vendor's Shares.
(d) Absence of Conflict - The Vendor is not a party to, bound or
affected by any agreement which would be violated, breached
or terminated by, or which would result in creation or
imposition of any Lien upon any of the Shares as a
consequence of the execution and delivery of this Agreement
or the consummation of the transactions contemplated in this
Agreement. The consummation of transactions contemplated
herein do not and will not conflict with, or result in a
breach of, or constitute a default under the terms or
conditions of any constating documents or by-laws of the
Vendor (if not an individual), any court or administrative
order or process, any agreement or instrument to which the
Vendor is party or by which it is bound.
(e) Binding Agreement - This Agreement constitutes a legal,
valid and binding obligation of the Vendor enforceable
against the Vendor in accordance with its terms except as
may be limited by laws of general application affecting the
rights of creditors.
(f) Investor Qualification - Each Vendor who is resident in the
United States of America represents and warrants that the
information set out in the Investor Qualification Form
appended hereto is true and accurate as of the date of this
Agreement and that:
(i) the Vendor is an accredited investor by virtue of:
(1) having an individual net worth, or having with
his/her spouse a combined individual net worth, in
excess of US$1,000,000;
(2) having an individual income in excess of
US$200,000 in each of the two most recent years or
joint income with his/her spouse in excess of
US$300,000 in each of those years and having a
reasonable expectation of reaching the same income
level in the current year;
(3) being a director, executive officer, or general
partner of the Company, or being a director, executive
officer, or general partner of a general partner of the
Company;
(4) being an organization described in section
501(c)(3) of the Internal Revenue Code, corporation,
Massachusetts or similar business trust, or
partnership, with total assets in excess of
US$5,000,000 and not formed for the specific purpose of
acquiring the Securities;
(5) being a trust, with total assets in excess of
US$5,000,000, not formed for the specific purpose of
acquiring the Securities, whose purchase is directed by
a person who, either alone or with his/her purchaser
representative, has such knowledge and experience in
financial and business matters that he/she is capable
of evaluating the merits and risks of the investment in
the Company; or
(6) being an entity in which all of the equity owners
are accredited investors; or
(ii) if the Vendor is not an accredited investor, the Vendor
has:
(1) such knowledge in financial and business matters
that Subscriber is capable of evaluating the
merits and risks of investment in the Company, and
will not require a Purchaser Representative; or
(2) relied upon the advice of the following Purchaser
Representative(s) in evaluating the merits and
risks of investment in the Company, which
Purchaser Representative must complete the
Purchaser Representative Disclosure Statement
appended to this Agreement; and
3.2 Representations and Warranties of the Company. The Company
represents and warrants to the Purchaser and PWIN as follows and
acknowledges that the Purchaser and PWIN are relying on these
representations and warranties in entering into this Agreement
and performing their obligations under the same:
(a) Title and Authority - To the best of the Company's
knowledge, the Vendors have the right to transfer 100% of
the shares in the capital of the Company to the Purchaser
and no other entity has any other interest, legal or
beneficial, direct or indirect, in any other securities in
the capital of the Company or in the Assets or Business of
the Company, except as set out herein.
(b) No Liens - The Shares are free and clear of all Liens.
(c) Shares Validly Issued - The Shares have been validly issued
and outstanding as fully paid and non-assessable.
(d) Due Incorporation - The Company is a corporation duly
incorporated and validly existing under the laws of the
Province of Ontario and will on the Closing Date be in good
standing with respect to the filing of annual reports.
(e) Due Authorization - The execution and delivery of this
Agreement and the completion of the transaction contemplated
hereby has been duly and validly authorised by all necessary
corporate action on the part of the Company.
(f) Capacity - The Company has the power and capacity and good
and sufficient right and authority to enter into this
Agreement on the terms and conditions herein set forth, to
perform its obligations under this Agreement.
(g) Binding Agreement - This Agreement constitutes a legal,
valid and binding obligation of the Company and the Vendors
enforceable against the Company and the Vendors in
accordance with its terms except as may be limited by laws
of general application affecting the rights of creditors.
(h) Absence of Conflict - The Company is not a party to, bound
or affected by any agreement which would be violated,
breached or terminated by, or which would result in creation
or imposition of any Lien upon any of the Shares or assets
of the Company as a consequence of the execution and
delivery of this Agreement or the consummation of the
transactions contemplated in this Agreement. The
consummation of transactions contemplated herein do not and
will not conflict with, or result in a breach of, or
constitute a default under the terms or conditions of any
constating documents or by-laws of the Company, any court or
administrative order or process, any agreement or instrument
to which the Company is party or by which it is bound
(i) Share Capital - The authorized capital of the Company
consists of an unlimited number of common shares without par
value of which there are currently an aggregate 60,405,000
common shares issued, outstanding and held as set out in
Schedule "I" hereto.
(j) No Options - No Person has any agreement, warrant, option or
right, or a right capable of becoming an agreement:
(i) for the purchase of the Shares;
(ii) to require the Company to issue any further or
other securities in its capital or to convert or
exchange any securities into or for shares in the
capital of the Company;
(iii) for the purchase, subscription, allotment or
issuance of any of the unissued shares in the capital
of the Company; or
(iv) to require the Company to purchase, redeem or otherwise
acquire any of the issued and outstanding shares in the
capital of the Company.
(k) Financial Statements - The audited financial statements of
the Company for the year ended March 31, 2001 and unaudited
interim financial statements for the quarter ended June 30,
2001 which are attached hereto as Schedule "A", are
substantially true and correct in every material respect and
present fairly the financial position of the Company and
the results of its operations for the periods then ended,
in accordance with generally accepted accounting principles
applied on a consistent basis.
(l) No Material Changes - Since June 30, 2001:
(i) there have been no material adverse changes in the
corporate or financial affairs or operations of the
Company;
(ii) the Company has not discharged or satisfied or paid any
Liens or Indebtedness other than current Indebtedness
in the ordinary course of business;
(iii) no single capital expenditure has been authorised
or made by the Company which exceeds $2,000 without
full disclosure to the Purchaser; and
(iv) the Company has neither waived nor surrendered any
right of material value.
(m) Indebtedness - There is no Indebtedness of the Company which
is not disclosed or reflected in Schedules "A" and "C",
except that incurred in the ordinary course of business
since June 30, 2001. The Company has not guaranteed, or
agreed to guarantee, any debt, liability or other obligation
of any Person.
(n) Indebtedness to Directors etc. - The Company is not indebted
nor under obligation to the directors, officers, employees
or affiliates of the Company, and specifically the Company
is not liable to pay any outstanding salaries or wages,
except in the ordinary course of business, and except as
disclosed in Schedules "A" and "C" hereto.
(o) Indebtedness of Directors etc. - No officer, director or
employee of the Company is indebted or under obligation to
the Company on any account whatsoever.
(p) No Dividends - No dividends or other distribution on any
shares in the capital of the Company have been made,
declared or authorised.
(q) Power to Carry On Business - The Company has the corporate
power to own the Assets owned by it as shown in Schedule
"B", and to carry out the Business and is duly registered
and qualified to carry on business in Ontario and all other
jurisdictions in which it does so.
(r) Title to Assets - The Company has good and marketable title
or rights to and possession of all the Assets free and clear
of all Liens, except the Permitted Liens.
(s) Business in the Ordinary Course - Since June 30, 2001, the
Company has conducted the Business in the ordinary course
and has maintained the Assets in good condition, repair and
working order and suitable in all respects for the use to
which they are intended.
(t) Accounts Receivable - The Accounts Receivable of the Company
are bona fide and collectible and are not subject to
defences, counterclaims or set-off.
(u) Constating Documents - The memorandum and articles of the
Company have not been altered since the incorporation of the
Company, except as disclosed in the minute books of the
Company, and all such alterations have been duly approved
and registered with the Registrar of companies for Ontario.
(v) No Litigation - The Company is not aware of, there is no
basis for and there are no actions, suits, judgments,
investigations or proceedings outstanding or pending or to
the knowledge of the Vendors threatened against or affecting
the Company at law or in equity or before or by any court or
federal, provincial, state, municipal or other governmental
authority, department, commission, board, bureau or agency.
(w) No Breach - To the best of our knowledge, the Company is not
in breach or violation of any laws, ordinances, statutes,
regulations, by-laws, judgments, orders or decrees to which
it is subject or which apply to it or of any patents,
copyrights, trade-marks or licenses held by any other
Person.
(x) Permits - To the best of our knowledge, the Company has
obtained all permits, certificates, approvals, registrations
and licenses which are required for the operation of the
Business as it is presently being conducted, and no
violations thereof have been experienced, noted, or
recorded, and no proceeding is pending or threatened to
revoke or limit any of them. the Company holds all
certificates and permits necessary to operate its business
as set out in the Company's business plan dated April 2,
2001.
(y) No Adverse Changes - To the best of our knowledge, the
Company has not experienced any occurrence or event which
has had, or might reasonably be expected to have, a
materially adverse effect on the Business or the results of
its operations.
(z) Corporate Records - All material transactions of the Company
have been promptly and properly recorded or filed in or with
its respective books and records, and the minute books of
the Company contain all records of the meetings and
proceedings of shareholders and directors thereof.
(aa) No Subsidiaries - The Company does not own, directly or
indirectly, any shares or interest in any other Person.
(bb) Directors and Officers - the only present directors and
officers of the Company are as follows:
Name Positions
▇▇▇▇▇ President,
D'Angelo Secretary/Treasurer, and
Director
(cc) Material Contracts - Set out in Schedule "F" is a true and
correct listing of the valid and outstanding Material
Contracts of the Company. All of the Contracts set out in
Schedule "F" have been approved by the Board of Directors of
the Company and the Company is not in material breach of any
of the terms, conditions, covenants or provisions of, is in
default under, or has done or omitted to do anything which,
with the giving of notice or lapse of time or both, would
constitute a breach of or default under any Contract.
(dd) Employees - The name of each present employee of the Company
under written employment contract with the Company, the
duration of the employment of each such employee with the
Company and the remuneration, benefit obligations of the
Company, and accrued vacation pay in respect of each such
employee is accurately detailed in the employment agreements
set out in Schedule "G", and the full amounts of salaries,
pensions, bonuses, commissions and other remuneration of
any nature, including revenues pay and unpaid earned wages
of the present or former officers, directors, employees,
salesmen, consultants and agents of the Company, as of
the Closing Date, will have been paid up to the most recent
pay day.
(ee) Remuneration and Benefit Plans - Since June 30, 2001 the
Company has not increased the pay of or paid or agreed to
pay any pension, bonus, share of profits or other similar
benefit to or for the benefit of any agent, employee,
director or officer of the Company. The Company does not
have any Contracts, pension plans, profit sharing plans,
bonus plans, undertakings, or arrangements whether oral,
written or implied with lessees, licensees, managers,
accountants, suppliers, agents, distributors, officers,
directors, lawyers, or others which cannot be terminated
on not more than one month's notice. There are no pension,
profit sharing, incentive, bonus or similar plans or other
compensation plans affecting the Company and the Company
has no unfunded or unpaid liability in respect of any such
plans except for the monthly remittances paid in respect of
Employment Insurance, Canada Pension Plan, and Workers'
Compensation.
(ff) Taxes - The Company has withheld and remitted all amounts
required to be remitted to the applicable tax collecting
authority respecting payments to employees or to
non-residents or otherwise. As at the Closing Date, all tax
returns, filings and reports of the Company required by law
to be filed prior to the date thereof, all returns and
filings pertaining to compensation of employees of the
Company for job related injuries required and any other tax
returns applicable to the Company have been filed and are
true, complete and correct, and all taxes and other
government charges including all income, excise, sales,
business and property taxes and other rates, charges,
assessment, levies, duties, taxes, contributions, fees and
licences required to be paid have been paid, and if not
required to be paid as at the date hereof, have been
accrued in the financial statements contained in Schedule
"A" hereto. Adequate provision has been made for taxes
payable by the Company for which tax returns are not yet
required to be filed and there are no agreements, waivers
or other arrangements providing for an extension of time
with respect to the filing of any tax return by or payment
of any tax, governmental charge or deficiency by the
Company, there are no contingent tax liabilities or any
grounds which would prompt a re-assessment;
(gg) Tax Liability for First Year - The Company's first fiscal
year ending was April 30, 2000 and the Company has not yet
received a notice of assessment, but the Company has not yet
shown a profit and no taxes will be due.
(hh) Tax Elections - The Company has made all elections required
to be made under applicable income tax legislation or other
tax legislation in connection with any distributions by the
Company and all such elections were true and correct and
in the prescribed forms and were made within the prescribed
time periods.
(ii) Regulatory Approvals - No governmental or regulatory
authorization, approval, order, consent or filing is
required on the part of the Company in connection with the
execution, delivery and performance of this Agreement and
the performance of the Company's or the Vendors' obligations
under this Agreement.
(jj) No Bankruptcy - No proceedings have been taken, are pending
or authorized by the Company or by any other person in
respect to the bankruptcy, insolvency, liquidation,
dissolution or winding up of the Company.
3.3 Survival of Representations and Warranties of the Company.
The representations, warranties, covenants and agreements by the
Company contained in this Agreement or any certificates or
documents delivered pursuant to the provisions hereof or in
connection with the transaction contemplated hereby will be true
at and as of the Closing Date of this Agreement as though such
representations and warranties were made at and as of such time.
Notwithstanding any investigations or inquiries made by the
Purchaser prior to the execution of this Agreement or the waiver
of any condition by the Purchaser, the representations,
warranties, covenants and agreements of the Company will survive
the execution and closing of this Agreement and notwithstanding
the purchase and sale herein provided for, will continue in full
force and effect for one year from the Closing Date. If any of
the representations and warranties herein are found to be
incorrect or there is a breach of any covenant or agreement of
the Company which incorrectness or breach will result in any loss
or damage sustained directly or indirectly by the Purchaser, and
are due to the neglect or misconduct of management or the Board
of Directors, then the Company will pay the amount of such loss
or damage to the Purchaser within thirty (30) days of receiving
notice thereof.
3.4 Representations and Warranties of PWIN. PWIN represents
and warrants to the Vendors and the Company as follows and
acknowledges that the Vendors and the Company are relying on
these representations and warranties in entering into this
Agreement and performing their obligations under the same:
(a) Due Incorporation - PWIN is a corporation duly incorporated
and validly existing under the laws of the State of Nevada,
and is in good standing with respect to all filings required
to be made under the laws of its jurisdiction of
incorporation.
(b) Due Corporate Authorization - The execution and delivery of
this Agreement and the completion of the transaction
contemplated hereby has been duly and validly authorised by
all necessary corporate action on the part of PWIN.
(c) Binding Agreement - This Agreement constitutes a legal,
valid and binding obligation of the Purchaser, enforceable
against PWIN in accordance with its terms except as may be
limited by laws of general application affecting the rights
of creditors.
(d) Absence of Conflict - PWIN is not a party to, bound or
affected by any agreement which would be violated, breached
or terminated by, or which would result in creation or
imposition of any Lien upon any of PWIN Shares as a
consequence of the execution and delivery of this Agreement
or the consummation of the transactions contemplated in this
Agreement. PWIN's execution of this Agreement and the
consummation of transactions contemplated herein do not and
will not conflict with, or result in a breach of, or
constitute a default under the terms or conditions of any
constating documents or by-laws of PWIN, any court or
administrative order or process, any agreement or instrument
to which PWIN is party or by which it is bound.
(e) Regulatory Approvals - No governmental or regulatory
authorization, approval, order, consent or filing is
required on the part of PWIN in connection with the
execution, delivery and performance of this Agreement and
the performance of PWIN's obligations under this Agreement.
(f) Reporting Issuer Status - PWIN is obligated to file periodic
reports pursuant the United States Securities Exchange Act of
1934 and is not in default under said act. PWIN is not a
"reporting issuer" in any province of territory of Canada, as
that term is defined in the Securities Act (Ontario). No cease
trade order is in effect against the securities of PWIN (the
foregoing state of affairs being hereinafter known as the
"Reporting Issuer Status").
(g) Quotation Status - The common shares of PWIN are quoted for
trading on the Over-the-Counter Bulletin Board under the symbol
"PWIN" and no suspension of trading is in effect against the
securities of the Purchaser thereon. The Purchaser is in good
standing with said exchange and is not in default under any of
its rules, policies or by-laws (the fact of being listed on said
exchange and the foregoing state of affairs being hereinafter
known as the "Quotation Status").
(h) Share Capital - The authorized share capital of PWIN
currently consists of 10,000,000 common shares, of which
7,653,253 common shares are issued and outstanding. It is
understood that prior to closing PWIN will amend its authorized
share capital so as to be able to provide a sufficient number of
PWIN Shares on the conversion of the Exchangeable Shares in
accordance with section 2.7 above. There are no outstanding
agreements, warrants, options or rights, or rights capable of
becoming an agreement for the purchase of PWIN Shares.
(i) PWIN Shares - The PWIN Shares will be validly issued as
fully-paid and non-assessable.
(j) Financial Statements - The financial statements of PWIN,
including the financial statements of PWIN for the period ended
June 30, 2001 are substantially true and correct in every
material respect and present fairly the financial position of
PWIN and the results of its operations for the periods then
ended, in accordance with generally accepted accounting
principles applied on a consistent basis.
(k) Constating Documents - The articles of PWIN have not been
altered since incorporation except as disclosed in the minute
books of PWIN, and all such alterations have been duly approved
and registered with the relevant corporate authority.
(l) No Litigation - PWIN is not aware of, there is no basis for
and there are no actions, suits, judgments, investigations or
proceedings outstanding or pending or to the knowledge of PWIN
threatened against or affecting PWIN at law or in equity or
before or by any court or federal, provincial, state, municipal
or other governmental authority, department, commission, board,
bureau or agency.
(m) No Bankruptcy - No proceedings have been taken, are pending
or authorized by PWIN or by any other person in respect to the
bankruptcy, insolvency, liquidation, dissolution or winding up of
PWIN.
(n) Taxes - PWIN is not now and at the Closing Date will not be
in arrears or in default in respect of the filing of any required
federal, state, provincial or municipal tax or other return, and
to the best of PWIN's knowledge, no such return contains any mis-
statement or conceals any statement that should have been
included therein. PWIN has paid and will pay all taxes, filing
fees and other assessments due and payable or collectable. PWIN
has withheld and will withhold up to the Closing Date from each
payment made to any employee the amount of all taxes (including
but not limited to income tax) and other deductions required to
be withheld therefrom and has paid or will pay such amounts to
the proper tax or other receiving authority.
(o) Liabilities - As at the time of closing of the transactions
contemplated herein the liabilities of PWIN (contingent or
otherwise) of any kind whatsoever, including environmental
liabilities, will be no greater than $100,000.
3.5 Representations and Warranties of the Purchaser. The
Purchaser represents and warrants to the Vendors and the Company
as follows and acknowledges that the Vendors and the Company are
relying on these representations and warranties in entering into
this Agreement and performing their obligations under the same:
(a) Due Incorporation - The Purchaser is a corporation duly
incorporated and validly existing under the laws of the Province
of Ontario.
(b) Capacity to Enter Agreement - The Purchaser has all
necessary power, authority and capacity to enter into this
Agreement and perform its obligations hereunder.
(c) Due Corporate Authorization - The Purchaser's execution and
delivery of this Agreement and its performance of its obligations
hereunder have been duly authorized by all necessary proceedings
of the directors and shareholders of the Purchaser.
(d) Binding Obligation - This Agreement has been duly executed
and delivered by the Purchaser and constitutes a valid and
binding obligation on its part.
(e) Share Capital - The authorized share capital of the
Purchaser consists of an unlimited number of common shares, and
an unlimited number of Exchangeable Shares, of which 100 common
shares and no Exchangeable Shares are issued and outstanding.
(f) Subsidiary Status - PWIN owns all of the issued and
outstanding common shares of the Purchaser.
(g) Due Issuance - The Exchangeable Shares will be validly
issued to the Vendors at Closing as fully-paid and non-
assessable.
(h) No Options - Except as set out herein, no Person has any
agreement, warrant, option or any right capable of becoming an
agreement, warrant, option or right for the purchase of any of
further shares of the Purchaser or securities convertible into
shares of the Purchaser.
(i) Absence of Conflict - The Purchaser is not a party to, bound
or affected by any agreement which would be violated, breached or
terminated by, or which would result in creation or imposition of
any Encumbrance upon any of the Exchangeable Shares as a
consequence of the execution and delivery of this Agreement or
the consummation of the transactions contemplated in this
Agreement. The Purchaser's execution of this Agreement and the
consummation of transactions contemplated herein do not and will
not conflict with, or result in a breach of, or constitute a
default under the terms or conditions of any constating documents
or by-laws of the Purchaser, any court or administrative order or
process, any agreement or instrument to which the Purchaser is
party or by which it is bound.
(j) Regulatory Approvals - No governmental or regulatory
authorization, approval, order, consent or filing is required on
the part of the Purchaser in connection with the execution,
delivery and performance of this Agreement and the performance of
the Purchaser's obligations under this Agreement.
(k) No Bankruptcy - No proceedings have been taken, are pending
or authorized by the Purchaser or by any other person in respect
to the bankruptcy, insolvency, liquidation, dissolution or
winding up of the Purchaser.
(l) Litigation - The Purchaser is not aware of, there is no
basis for and there are no actions, suits, judgments,
investigations or proceedings outstanding or pending or to the
knowledge of the Purchaser threatened against or affecting the
Purchaser at law or in equity or before or by any court or
federal, provincial, state, municipal or other governmental
authority, department, commission, board, bureau or agency.
(m) Taxes - The Purchaser is not now and at the Closing Date
will not be in arrears or in default in respect of the filing of
any required federal, provincial or municipal tax or other
return, and to the best of the Purchaser's knowledge, no such
return contains any mis-statement or conceals any statement that
should have been included therein.. The Purchaser has paid and
will pay all taxes, filing fees and other assessments due and
payable or collectable. The Purchaser has withheld and will
withhold up to the Closing Date from each payment made to any
employee the amount of all taxes (including but not limited to
income tax) and other deductions required to be withheld
therefrom and has paid or will pay such amounts to the proper tax
or other receiving authority.
3.6 Survival of Representations and Warranties. Subject to the
section 3.3 above, all representations and warranties contained
in this Agreement shall survive the Closing for a period of one
(1) year from the Closing Date, after which time, if no claim
shall have been made against a Party with respect to any
incorrectness or in breach of any representation or warranty,
that Party shall have no further liability under this Agreement
with respect to the representation or warranty.
3.7 Certificates and Instruments Included. All statements
contained in any certificate or any instrument delivered by or on
behalf of a Party pursuant to or in connection with the
transactions contemplated by this Agreement shall be deemed to be
made by such Party under this Agreement.
4. FURTHER COVENANTS OF THE PARTIES
4.1 Business in the Ordinary Course. Between the date of this
Agreement and the Closing Date, the Company will not, without the
written consent of the Purchaser:
(a) issue, or enter into any agreements to issue, any securities
of the Company, including without limitation, shares, warrants,
options, convertible securities or rights to purchase shares;
(b) redeem, purchase or otherwise acquire or commit to acquire
any shares in the capital of the Company;
(c) amend its Charter documents;
(d) effect any subdivision, consolidation or reclassification of
any of the shares of the Company;
(e) enter into any Contracts of any nature whatsoever except
with the prior written consent of the Purchaser;
(f) purchase or sell any Assets of the Company except inventory
bona fide sold in the ordinary course of business to Persons at
arm's length to the Company and its directors and officers; and
(g) make any capital expenditure in excess of $25,000.
4.2 Due Diligence Review. The Company will prior to the Closing
Date permit, at all reasonable times, the Purchaser and its
representatives full access during normal business hours to the
Assets, books and records, Contracts, minute book and share
register of the Company and give the Purchaser and its
representatives such information about the Company as may be
reasonably required, including the customer list and all
identifying information regarding the customers, past or present,
of the Company.
4.3 Information. The Company will provide to the Purchaser, on
request, all information required to complete the transactions
contemplated herein, including the exchange of the Exchangeable
Shares for PWIN Shares, or that may be required by any relevant
securities regulatory body, stock exchange or over-the-counter
market, sponsor or market-maker.
4.4 Covenants of the Principals. Between the date of this
Agreement and the Closing Date, ▇. ▇'▇▇▇▇▇▇ and ▇. ▇'▇▇▇▇▇▇ will:
(a) cause the Company to conduct the Business and affairs
diligently and only in the ordinary course;
(b) cause the Company to preserve and maintain the customers,
suppliers and goodwill of the Company and the Assets and the
Business;
(c) not permit the Company to make or agree to make any payment
to any director, officer, employee or agent of the Company except
in the ordinary course of business and at the regular rates of
salary and commission for such person or as reasonable
reimbursement for expenses incurred by such person in connection
with the Company;
4.5 Covenants of the Purchaser and PWIN. As soon as possible
after the Closing Date, PWIN will:
(a) amend its authorized share capital so as to be able to
provide a sufficient number of PWIN Shares on the conversion
of the Exchangeable Shares in accordance with section 2.7
above; and
(b) change its name to "D'Angelo Brands Inc." or such other name
as may be permitted by the relevant authority.
4.6 ▇▇▇▇▇▇ Settlement Agreement. On closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
shall resign as President of PWIN and PWIN shall at that time
enter into a settlement agreement with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in the form
appended hereto as Schedule "J" (the "Settlement Agreement").
4.7 Playandwin Canada Inc. PWIN will dividend all of its common
shares of Playandwin Canada Inc. to its shareholders of record as
of a date no earlier than October 18, 2001, which dividend shall
be payable one week after the Closing Date, so that Playandwin
Canada Inc. will cease to be a subsidiary of PWIN.
4.8 PWIN Auditor. The Parties hereby acknowledge that PWIN owes
US$22,000 to its auditor, Stonefield ▇▇▇▇▇▇▇▇▇, Inc., for
auditing and accounting services, which sum forms part of the
permitted liabilities of PWIN under s.3.3(o) and 5.3(g) herein
and is not in addition to such liabilities. PWIN shall pay said
amount to Stonefield ▇▇▇▇▇▇▇▇▇, Inc. as follows:
(a) US$11,000 on the Closing Date; and
(b) US$11,000 within thirty (30) days of the Closing Date.
In addition, following the Closing, Stonefield Josephon, Inc.
shall be retained as the auditor of PWIN for the years ending
March 31, 2002 and 2003. ▇. ▇'▇▇▇▇▇▇ and ▇. ▇'▇▇▇▇▇▇ hereby
covenant to give effect to the provisions of this s.4.8 upon
being appointed to the board of directors of PWIN and upon being
appointed President of PWIN in the case of ▇. ▇'▇▇▇▇▇▇.
5. CLOSING MATTERS
5.1 Date, Time and Place of Closing. In this Agreement, the
"Closing Date" means the date mutually agreed to by the parties
which will be within five business days of the receipt of the
approval which may be required by section 5.2 (and the fulfilment
or waiver of all other conditions of closing, which approval and
conditions must be obtained, fulfilled or waived not later than
October 22, 2001. If the transactions contemplated hereby do not
close by October 22, 2001, then this Agreement will be terminated
unless the parties mutually agree to extend the Closing Date. On
the Closing Date, the Company and the Purchaser will complete the
transactions contemplated by this Agreement and deliver the
documents herein described to complete the transactions. The
closing shall be held at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ Sugar LLP at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇.
5.2 Conditions for the Purchaser's Benefit. The Purchaser and
PWIN shall not be obliged to complete the purchase of the Shares
or the issuance of the PWIN Shares unless each of the following
conditions shall have been satisfied on or before the Closing
Date:
(a) Accuracy of Representations - The representations and
warranties of the Vendors and the Company set forth in
sections 3.1 and 3.2 above shall be true and correct as of
the Closing Date, except as those representations and
warranties may be affected by the occurrence of events or
transactions expressly contemplated and permitted by this
Agreement, including, without limitation, those in the
ordinary course of business, and the Purchaser shall have
received a certificate from the Company confirming the
foregoing.
(b) Performance of Obligations - The Vendors and the Company
shall have performed all of the obligations hereunder to be
performed by them at or prior to the Closing, and shall not
be in breach of any provision of this Agreement.
(c) Deliveries -The Vendors shall have delivered or caused to be
delivered to the direction of the Purchaser possession of
the Shares free and clear of any Liens, together with all
endorsements and documents required to authorize or give
effect to said transfer.
(d) Consents, Authorizations and Registrations - All consents,
approvals, orders and authorizations of, from or
notifications to any persons or governmental or regulatory
authorities required (if any) in connection with the
completion of any of the transactions contemplated by this
Agreement, the execution of this Agreement, the Closing or
the performance of any of the terms and conditions of this
Agreement shall have been obtained on or before the Closing
Date.
(e) No Claims - There shall be no injunction or order issued
preventing, and no pending or threatened claim, action,
litigation or proceeding, judicial or administrative, or
investigation against any Party by any Governmental
Authority or Person for the purpose of enjoining or
preventing the consummation of this Agreement, or otherwise
claiming that this Agreement or the consummation thereof is
improper or would give rise to proceedings under any statute
or rule of law.
(f) No Material Changes - There shall have been no material
adverse change in the business, assets, liabilities,
prospects or operations of the Company, and the Company
shall not have sold or pledged any assets, issued any shares
or entered into any transactions outside the ordinary course
of its business.
If any one or more of the foregoing conditions shall not have
been fulfilled on or before the Closing Date, the Purchaser or
PWIN may terminate this Agreement by notice in writing to the
other Parties in which event the Purchaser and PWIN shall be
released from all obligations under this Agreement and (unless
the Purchaser can show that the condition relied upon could
reasonably have been performed by the other parties) the other
Parties shall also be released from all obligations hereunder;
provided, however, that the Purchaser or PWIN shall be entitled
to waive compliance with any one or more of such conditions in
whole or in part if it shall see fit to do so, without prejudice
to their rights of termination in the event of the non-fulfilment
of any other condition in whole or in part.
5.3 Conditions for the Vendors' Benefit. The Vendors or the
Company shall not be obliged to complete the sale of the Shares
unless each of the following conditions shall have been satisfied
on or before the Closing Date:
(a) Accuracy of Representations - The representations and
warranties of the Purchaser and PWIN set forth in sections
3.4 and 3.5 above shall be true and correct as of the
Closing Date, except as those representations and warranties
may be affected by the occurrence of events or transactions
expressly contemplated and permitted by this Agreement,
including, without limitation, those in the ordinary course
of business, and the Purchaser and PWIN shall have provided
a certificate confirming the foregoing.
(b) Performance of Obligations - The Purchaser and PWIN shall
have performed all of the obligations hereunder to be
performed by it at or prior to the Closing. The Purchaser
and PWIN shall not be in breach of any provision of this
Agreement.
(c) Deliveries - The Purchaser shall have delivered or caused to
be delivered to the direction of the Vendors possession of
the Exchangeable Shares free and clear of any Liens,
together with all endorsements and documents required to
authorize or give effect to said transfer.
(d) Consents, Authorizations and Registrations - All consents,
approvals, orders and authorizations of, from or
notifications to any persons or governmental or regulatory
authorities required (if any) in connection with the
completion of any of the transactions contemplated by this
Agreement, the execution of this Agreement, the Closing or
the performance of any of the terms and conditions of this
Agreement shall have been obtained on or before the Closing
Date.
(e) No Claims - There shall be no injunction or order issued
preventing, and no pending or threatened claim, action,
litigation or proceeding, judicial or administrative, or
investigation against any Party by any Governmental
Authority or Person for the purpose of enjoining or
preventing the consummation of this Agreement, or otherwise
claiming that this Agreement or the consummation thereof is
improper or would give rise to proceedings under any statute
or rule of law.
(f) No Material Changes - There shall have been no material
adverse change in the business, assets, liabilities,
prospects, operations, Reporting Issuer Status and Quotation
Status of PWIN, and PWIN shall not have issued any shares or
entered into any transactions outside the ordinary course of
its business.
(g) Share Capital - PWIN shall have no more than 7,653,253
common shares issued and outstanding on a fully diluted
basis.
(g) Liabilities - The liabilities of PWIN (contingent or
otherwise) of any kind whatsoever, including accounts
payable, will be no greater than $100,000.
If any one or more of the foregoing conditions shall not have
been fulfilled on or before the Closing Date, any one of the
Vendors or the Company may terminate this Agreement by notice in
writing to the Purchaser and PWIN in which event all Parties
shall be released from all obligations under this Agreement
unless the Party giving notice can show that the condition relied
upon could reasonably have been performed by the other Parties;
provided, however, that the Party entitled to give notice shall
be entitled to waive compliance with any one or more of such
conditions in whole or in part if it shall see fit to do so,
without prejudice to their rights of termination in the event of
the non-fulfilment of any other condition in whole or in part.
5.4 Deliveries by the Company. On the Closing Date, the Company
will deliver or cause to be delivered to the Purchaser the
following:
(a) a legal opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Sugar LLP,
the solicitors of the Company, that the 60,405,000 Shares were
legally created, and are fully paid and non-assessable; and that
the Company has taken all necessary corporate actions to
authorise and approve the transfer of the Shares to the
Purchaser; and that the transfer will not breach or cause a
breach of any terms of the memorandum and articles of the
Company;
(b) appoint Directors to the Company to be mutually agreed upon,
such that the Company shall have three (3) Directors;
(c) executed resolutions of the board of directors of the
Company providing for two (2) signatures on all cheques on all
appropriate bank accounts; and
(d) a certificate acknowledging that ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Sugar LLP has acted for PWIN in the past but has acted for the
Company with respect to this Agreement and the transactions
contemplated herein, and releasing ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Sugar LLP from liability for any conflict of interest resulting
from this state of affairs.
5.5 Deliveries by the Purchaser. On the Closing Date, the
Purchaser and PWIN will deliver or cause to be delivered to the
Company the following:
(a) all corporate records, books of account, registers and
documents of the Purchaser and PWIN, including the minute book
and corporate seal of the Purchaser and PWIN (if any), which
shall remain and be kept at the offices of Carbonaro, Stewart,
▇▇▇▇▇▇▇▇▇ Sugar LLP;
(b) a legal opinion of Carbonaro, Stewart, ▇▇▇▇▇▇▇▇▇, Sugar LLP
that the 36,000,000 Exchangeable Shares issued on closing were
legally created, and are fully paid and non-assessable, and that
the Purchaser has taken all necessary corporate actions to
authorise and approve the issuance of the shares to the Vendors,
and that the issuance will not breach or cause a breach of any
terms of the memorandum and articles of the Purchaser;
(c) a legal opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Ltd., counsel for
PWIN, that the PWIN Shares have been validly allocated and
reserved for issuance to the Vendors on the exchange of their
Exchangeable Shares and that the PWIN Shares issued to the
Vendors on the exchange of their Exchangeable Shares will be
validly issued as fully paid and non-assessable shares in the
common stock of PWIN in accordance with U.S. securities laws;
(d) certificates of the Purchaser and PWIN confirming the
accurateness of all representations and warranties contained in
sections 3.5 and 3.6 hereof, the fulfilment of all covenants and
conditions hereunder, unless waived, and such other matters as
the Company may reasonably require;
(e) the resignation of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as President of PWIN and
of the Purchaser, and the appointment of ▇. ▇'▇▇▇▇▇▇ as the new
President of PWIN and of the Purchaser, evidenced by duly
executed resolutions of the directors of PWIN and of the
Purchaser;
(f) the Settlement Agreement, duly executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
and by PWIN;
(g) sequential resignations in writing of all current directors
and officers of the Purchaser and PWIN except for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
and sequential appointments of the following persons as new
directors of PWIN and the Purchaser, evidenced by duly executed
resolutions of the directors of PWIN and the Purchaser:
F. D'▇▇▇▇▇▇
▇. D'▇▇▇▇▇▇
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇
(h) duly executed resolutions of the Purchaser and PWIN changing
the authorised signatories of all corporate bank accounts to
nominees of the Company; and
(i) a certificate acknowledging that ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Sugar LLP has acted for PWIN in the past but has acted for the
Company with respect to this Agreement and the transactions
contemplated herein, and that PWIN and the Purchaser were advised
to seek independent legal advice with respect to the same, and
releasing ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Sugar LLP from liability
for any conflict of interest resulting from this state of
affairs.
5.6 The Share Exchange. On the Closing Date:
(a) the Purchaser will deliver to the Vendors, or as directed by
the Vendors, 36,000,000 Exchangeable Shares in proportion
with each Vendor's interest in the Company as set out in
Schedule "I" hereto (it is understood that certain Vendors
having pledged certain of their Shares, said Vendors shall
direct the Purchaser to deliver to their respective pledges
the Exchangeable Shares issued in exchange for the pledged
Shares); and
(b) the Vendors will deliver to the Purchaser a certificate for
60,405,000 Shares of the Company duly registered in the name
of the Purchaser representing 100% of the issued and
outstanding securities of the Company.
6. TRANSACTION EXPENSES
6.1 Each Party to this Agreement will bear all costs and
expenses incurred by it in negotiating this Agreement and in
closing and carrying out the transactions contemplated by this
Agreement save and except the Vendors which shall be to the
account of the Company. All costs and expenses related to
satisfying any condition or fulfilling any covenant contained in
this Agreement will be borne by the party whose responsibility it
is to satisfy the condition or fulfil the covenant in question.
7. INDEMNITY
7.1 Mutual Indemnification for Breaches of Warranty, etc.
Subject to section 7.2 below, each Party (each such party being
referred to in this Article 7 as the "Indemnifying Party") hereby
covenants and agrees with the other Parties (each such party
being referred to in this Article 7 as the "Indemnified Party")
to indemnify and save harmless the Indemnified Party, effective
as and from the Closing Time, from and against any Claims which
may be made or brought against the Indemnified Party and/or which
they may suffer or incur as a result of, or arising out of any
non-fulfilment of any covenant or agreement on the part of the
Indemnifying Party under this Agreement or any incorrectness in
or breach of any representation or warranty of the Indemnifying
Party contained in this Agreement.
7.2 Limitation on Mutual Indemnification. The indemnification
obligations of the Indemnifying Party pursuant to section 7.1
shall be subject to the applicable limitation mentioned in
sections 3.3 and 3.6 respecting the survival of the
representations and warranties of the Indemnifying Party.
7.3 Procedure for Indemnification. The following provisions
shall apply to any Claims for which one or all of the
Indemnifying Parties may be obligated to indemnify the
Indemnified Parties pursuant to this Agreement:
(a) upon receipt from a third party by the Indemnified Party of
a notice of a Claim or upon the Indemnified Party becoming
aware of a Claim in respect of which the Indemnified Party
propose to demand indemnification from the Indemnifying
Party, the Indemnified Party shall give notice to that
effect to the Indemnifying Party with reasonable promptness,
provided that failure to give such notice shall not relieve
the Indemnifying Party from any liability it may have to the
Indemnified Party except to the extent that the Indemnifying
Party is prejudiced thereby;
(b) in the case of Claims arising from third parties, the
Indemnifying Party shall have the right by notice to the
Indemnified Party not later than thirty (30) days after
receipt of the notice described in paragraph (i) above to
assume the control of the defense, compromise or settlement
of the Claims, provided that such assumption shall, by its
terms, be without costs to the Indemnified Party and the
Indemnifying Party shall at the Indemnified Party' request
furnish them with reasonable security against any costs or
other liabilities to which it may be or become exposed by
reason of such defense, compromise or settlement;
(c) upon the assumption of control by the Indemnifying Party as
aforesaid, the Indemnifying Party shall diligently proceed
with the defense, compromise or settlement of the Claims at
its sole expense, including employment of counsel reasonably
satisfactory to the Indemnified Party and, in connection
therewith, the Indemnified Party shall co-operate fully, but
at the expense of the Indemnifying Party, to make available
to the Indemnifying Party all pertinent information and
witnesses under the Indemnified Party' control, make such
assignments and take such other steps as in the opinion of
counsel for the Indemnifying Party are necessary to enable
the Indemnifying Party to conduct such defense; provided
always that the Indemnified Party shall be entitled to
reasonable security from the Indemnifying Party for the
expense, costs of other liabilities to which it may be or
may become exposed by reason of such co-operation;
(d) the final determination of any such Claims arising from
third parties, including all related costs and expenses,
will be binding and conclusive upon the Parties as to the
validity or invalidity, as the case may be of such Claims
against the Indemnifying Party hereunder; and
(e) should the Indemnifying Party fail to give notice to the
Indemnified Party as provided in paragraph (ii) above, the
Indemnified Party shall be entitled to make such settlement
of the Claims as in their sole discretion may appear
advisable, and such settlement or any other final
determination of the Claims shall be binding upon the
Indemnifying Party.
8. CONFIDENTIALITY
8.1 Confidentiality. Each Party (referred to as the "Receiving
Party" in this Article 8) acknowledges and agrees that the
information which it receives from any of the other Parties
(referred to as the "Disclosing Party" in this Article 8), is and
shall be confidential and proprietary to the Disclosing Party
(the "Confidential Information"). The Receiving Party agrees not
to disclose the Confidential Information to any third party, nor
to use the Confidential Information for any purpose other than
the performance of its obligations under this Agreement and any
other agreement with the Disclosing Party, without the prior
written consent of the Disclosing Party. The Receiving Party
agrees to restrict dissemination of particular Confidential
Information to only those persons in its organization, or to its
legal counsel, who must have access to such Confidential
Information in order for the Receiving Party to perform its
obligations under this Agreement and any other agreement with the
Disclosing Party. The Receiving Party shall cause every employee
or third party to whom it discloses Confidential Information as
permitted hereunder to abide by the foregoing confidentiality
provisions. Upon the termination of this Agreement, the Receiving
Party shall promptly return such confidential information (and
any copies, extracts and summaries thereof) to the Disclosing
Party or, with the Disclosing Party's written consent, shall
promptly destroy such confidential information (and any copies,
extracts and summaries thereof) and, with respect to
electronically stored copies, delete such records from any
storage unit. The Receiving Party's obligations under this
Article 8 shall come into effect on the date hereof and shall
continue indefinitely.
8.2 Exclusions. The Receiving Party's obligations with regard
to the Confidential Information shall not apply in respect of
such information that:
(a) the Disclosing Party authorizes the Receiving Party to
disclose to third parties by prior written authorization;
(b) is or becomes available in the public domain, other than by
an act or omission of the Receiving Party or any employee,
agent or other person acting for or on behalf of the
Receiving Party;
(c) is lawfully acquired by the Receiving Party from another
source without restriction; or
(d) is ordered to be disclosed by a court, administrative agency
or other governmental body with jurisdiction over the
parties, provided the Receiving Party will first have
provided the Disclosing Party with prompt written notice of
such required disclosure and will take reasonable steps to
allow the Disclosing Party to seek a protective order with
respect to the confidentiality of the information required
to be disclosed. The Receiving Party will promptly co-
operate with and assist the Disclosing Party in connection
with obtaining such protective order, at the Disclosing
Party's expense.
9. GENERAL
9.1 Enurement. This Agreement will enure to the benefit of and
will be binding upon the parties and their heirs, executors,
administrators, successors and assigns.
9.2 Notice. All notices, requests, demands and other
communications hereunder must be in writing and will be deemed to
have been duly given if delivered by courier or sent by prepaid
registered mail addressed to the addressee at the address
appearing on the first page hereof or to such other address as
may be given in writing by the parties hereto, and will be deemed
to have been received, if delivered, on the date of delivery and
if mailed as aforesaid, then on the sixth (6th) business day
following the posting thereof.
9.3 Time of the Essence. Time will be of the essence of this
Agreement.
9.4 Entire Agreement. The terms and provisions herein contained
constitute the entire agreement between the parties and will
supersede all previous oral or written communications regarding
the purchase and sale of the Shares.
9.5 Severability. If any part of this Agreement is held invalid
or unenforceable by a Court of law, then this Agreement will be
read as if such invalid or unenforceable provision were removed.
9.6 Counterparts. This Agreement may be executed in several
parts in the same form and such parts as so executed will
together form one original agreement, and such parts will be read
together and construed as if all signing parties hereto had
executed one copy of this Agreement.
9.7 Governing Law. This Agreement will be governed by and
construed in accordance with the laws of the Province of Ontario
and the parties will attorn to the jurisdiction of the Courts
thereof.
9.8 Independent Legal Advice. The Purchaser and PWIN
acknowledge that they have been advised to seek independent legal
counsel in respect of the Agreement and the matters contemplated
herein, as the Agreement was prepared by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ Sugar LLP, counsel to the Company. To the extent that
they decline to receive independent legal counsel in respect of
the Agreement, the Purchaser and PWIN hereby waive the right,
should a dispute later develop, to rely on their lack of
independent legal counsel to avoid their obligations, to seek
indulgences from the other Parties hereto or from each other, or
to otherwise attack the integrity of the Agreement and the
provisions thereof, in whole or in part.
IN WITNESS WHEREOF the parties have duly executed this Agreement
on the day and year first above written.
THE COMMON SEAL OF D'ANGELO )
ACQUISITIONS INC. was hereunto )
affixed in the presence of: )
)
_______________________________________ ) C/S
Authorized Signatory )
)
_______________________________________ )
Authorized Signatory )
THE COMMON SEAL OF D'ANGELO )
BRANDS LTD. was hereunto affixed in the )
presence of: )
)
_______________________________________ ) C/S
Authorized Signatory )
)
_______________________________________ )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED by )
▇▇▇▇▇ ▇'▇▇▇▇▇▇ in the presence of: )
)
_______________________________________ )
Signature )
_______________________________________ )
__________________________________
Address ) ▇▇▇▇▇ ▇'▇▇▇▇▇▇
_______________________________________ )
)
_______________________________________ )
Occupation: )
SIGNED, SEALED AND DELIVERED by )
▇▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇ in the presence of: )
)
_______________________________________ )
Signature )
_______________________________________ )
__________________________________
Address ) ▇▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇
_______________________________________ )
)
_______________________________________ )
Occupation: )
SIGNED, SEALED AND DELIVERED by )
GREEN PASTURES LTD. the presence of: )
)
_______________________________________ ) C/S
Authorized Signatory )
)
_______________________________________ )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED by )
HURDMAN ENTERPRISES LTD. in the )
presence of: )
)
_______________________________________ ) C/S
Authorized Signatory )
)
_______________________________________ )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED by )
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in the presence of: )
)
_______________________________________ )
Signature )
_______________________________________ )
__________________________________
Address ) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
_______________________________________ )
)
_______________________________________ )
Occupation: )
SIGNED, SEALED AND DELIVERED by )
▇▇▇ ▇▇▇▇▇▇ in the presence of: )
)
_______________________________________ )
Signature )
_______________________________________ )
__________________________________
Address ) ▇▇▇ ▇▇▇▇▇▇
_______________________________________ )
)
_______________________________________ )
Occupation: )
SIGNED, SEALED AND DELIVERED by )
▇▇▇▇▇▇ A.T. ▇▇▇▇ in the )
presence of: )
)
_______________________________________ )
Signature )
_______________________________________ )
__________________________________
Address ) ▇▇▇▇▇▇ A.T. ▇▇▇▇
_______________________________________ )
)
_______________________________________ )
Occupation: )
SIGNED, SEALED AND DELIVERED by )
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ in the presence of: )
)
_______________________________________ )
Signature )
_______________________________________ )
__________________________________
Address ) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
_______________________________________ )
)
_______________________________________ )
Occupation: )
SIGNED, SEALED AND DELIVERED by )
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ in the presence of: )
)
_______________________________________ )
Signature )
_______________________________________ )
__________________________________
Address ) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_______________________________________ )
)
_______________________________________ )
Occupation: )
SIGNED, SEALED AND DELIVERED by )
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in the presence of: )
)
_______________________________________ )
Signature )
_______________________________________ )
__________________________________
Address ) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
_______________________________________ )
)
_______________________________________ )
Occupation: )
SIGNED, SEALED AND DELIVERED by )
CARLTON HAVEN in the presence of: )
)
_______________________________________ )
Signature )
_______________________________________ )
__________________________________
Address ) CARLTON HAVEN
_______________________________________ )
)
_______________________________________ )
Occupation: )
SIGNED, SEALED AND DELIVERED by )
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the presence of: )
)
_______________________________________ )
Signature )
_______________________________________ )
__________________________________
Address ) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
_______________________________________ )
)
_______________________________________ )
Occupation: )
THE COMMON SEAL OF ALMOND )
RESOURCES LTD. was hereunto affixed in the)
the presence of: )
)
_______________________________________ ) C/S
Authorized Signatory )
)
_______________________________________ )
Authorized Signatory )
THE COMMON SEAL OF FIDRA HOLDINGS)
LTD. was hereunto affixed in the presence of: )
)
_______________________________________ ) C/S
Authorized Signatory )
)
_______________________________________ )
Authorized Signatory )
THE COMMON SEAL OF SELECT )
INVESTMENTS LTD. was hereunto affixed in )
the presence of: )
)
_______________________________________ ) C/S
Authorized Signatory )
)
_______________________________________ )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED by )
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in the presence of: )
)
_______________________________________ )
Signature )
_______________________________________ )
__________________________________
Address ) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
_______________________________________ )
)
_______________________________________ )
Occupation: )
THE COMMON SEAL OF COMERICA BANK)
was hereunto affixed in the presence of: )
)
_______________________________________ ) C/S
Authorized Signatory )
)
_______________________________________ )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED by )
▇▇▇▇▇▇ ▇▇▇▇ in the presence of: )
)
_______________________________________ )
Signature )
_______________________________________ )
__________________________________
Address ) ▇▇▇▇▇▇ ▇▇▇▇
_______________________________________ )
)
_______________________________________ )
Occupation: )
SIGNED, SEALED AND DELIVERED by )
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in the presence of: )
)
_______________________________________ )
Signature )
_______________________________________ )
__________________________________
Address ) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
_______________________________________ )
)
_______________________________________ )
Occupation: )
SIGNED, SEALED AND DELIVERED by )
▇▇▇▇▇ STATNTE in the presence of: )
)
_______________________________________ )
Signature )
_______________________________________ )
__________________________________
Address ) ▇▇▇▇▇ ▇▇▇▇▇▇
_______________________________________ )
)
_______________________________________ )
Occupation: )
SIGNED, SEALED AND DELIVERED by )
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in the presence of: )
)
_______________________________________ )
Signature )
_______________________________________ )
__________________________________
Address ) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
_______________________________________ )
)
_______________________________________ )
Occupation: )
SIGNED, SEALED AND DELIVERED by )
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the presence of: )
)
_______________________________________ )
Signature )
_______________________________________ )
__________________________________
Address ) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
_______________________________________ )
)
_______________________________________ )
Occupation: )
SIGNED, SEALED AND DELIVERED by )
▇▇▇▇▇▇▇ ▇▇▇▇▇ in the presence of: )
)
_______________________________________ )
Signature )
_______________________________________ )
__________________________________
Address ) ▇▇▇▇▇▇▇ ▇▇▇▇▇
_______________________________________ )
)
_______________________________________ )
Occupation: )
THE COMMON SEAL OF PLAYANDWIN, )
INC. was hereunto )
affixed in the presence of: )
)
_______________________________________ ) C/S
Authorized Signatory )
)
_______________________________________ )
Authorized Signatory )
E:\Corporate Securities\Companies\D\D'Angelo Brands Ltd\PWIN
RTO\agreements\share exchange agt Oct24-01.doc
SCHEDULE "A"
Financial Statements of the Company
Audited Financial Statements of the Company
for the year ended March 31, 2001,
and Unaudited Financial Statements of the Company
for the quarter ended June 30, 2001
SCHEDULE "B"
List of Assets
The Following Trademarks Are Licensed to D'Angelo Brands Ltd.
Status Date Covering
TradeMark Registered
Number
345,253 Register 23 Sept Chocolate Mountain - the one
ed 1988 with the chocolate chip in the
middle
350,288 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇'▇▇▇▇▇▇ & design
ed
870 896 Allowed 27 Feb 1998 D'Angelo Apple Melody
506,395 Register 12 Jan 1999 D'Angelo Apple Vegetable Blast
ed
368,097 Register 27 Apr 1990 D'Angelo Design
ed
350,289 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇'▇▇▇▇▇▇ Food the Taste of the
ed World
879 343 Allowed 26 May 1998 D'Angelo Fruit Power Punch
879 099 Allowed 22 May 1998 D'Angelo Fruit Powerblend
472,958 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇'▇▇▇▇▇▇ Pasta Al ▇▇▇▇▇
▇▇
501,282 Register 28 Sept D'Angelo The Evolution of
ed 1998 Apple Juice
492,792 Register 14 Apr 1998 ▇▇▇▇▇
▇▇
462,227 Register 30 Aug 1996 Mountainlife Gourmet Coffee
ed
462,264 Register 30 Aug 1996 Southernpeak Gourmet Coffee
ed
426,321 Register 30 Jun 1994 Tastebuds the Product That
ed Makes Your Mouth Water
471,201 Register 18 Feb 1997 The Best of Everything
ed
428,322 Register 3 Jun 1994 The Brand with Strength
ed
488,524 Register 29 Jan 1998 Thirsty? D'Angelo Apple Juice
ed It
SCHEDULE "C"
List of Indebtedness
As fully disclosed in the March 31, 2001 audited financial
statements
and the June 30, 2001 unaudited financial statements
SCHEDULE "D"
List of Permitted Liens
1. 10,000,000 Shares owned by ▇. ▇'▇▇▇▇▇▇ are pledged to
Comerica Bank.
2. 2,500,000 Shares owned by ▇. ▇'▇▇▇▇▇▇ are subject to an
option in favour of Comerica Bank.
SCHEDULE "E"
List of Accounts Receivable
Substantially as disclosed in
the March 31, 2001 audited financial statements
and the June 30, 2001 unaudited financial statements
SCHEDULE "F"
List of Material Contracts
Trademark License Agreement between 783234 Ontario Limited and
D'Angelo Brands Ltd. dated March 22, 2001.
SCHEDULE "G"
Contracts of Employment
Currently NIL, one to be negotiated for ▇▇▇▇▇ ▇'▇▇▇▇▇▇.
SCHEDULE "H"
Consulting Agreement
NIL
SCHEDULE "I"
SHAREHOLDINGS OF THE VENDORS
Name of Vendor Number of Shares
Held
(Interest in the
Company)
▇▇▇▇▇ ▇'▇▇▇▇▇▇ 10,000,000
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇ 31,309,200
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇
Green Pastures Ltd. 200,000
Harbor Side 2, Unit 7
Cloister Island,
Bahamas
Hurdman Enterprises 500,000
Ltd.
c/o T. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 50,000
▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇
▇▇▇ ▇▇▇▇▇▇ 100,000
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
▇▇▇▇▇▇ A.T. ▇▇▇▇ 50,000
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇'▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 25,000
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 100,000
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 50,000
▇▇ ▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Carlton Haven 28,000
c/o Sun ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇.
▇▇. ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 600,000
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇
Almond Resources Ltd. 2,650,000
Cable Beach Courte #▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇-▇▇▇▇▇
Nassau, Bahamas
Fidra Holdings Ltd. 3,000,000
Cable Beach Courte #▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇-▇▇▇▇▇
Nassau, Bahamas
Select Investments 2,900,000
Ltd.
Cable Beach Court #▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇-▇▇▇▇▇
Nassau, Bahamas
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 200,000
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
#▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Comerica Bank 2,500,000
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ 1,256,400
▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1,256,400
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ 3,450,000
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 100,000
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇
▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 40,000
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ 40,000
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇
▇▇▇
TOTAL: 60,405,000
SCHEDULE "J"
SETTLEMENT AGREEMENT BETWEEN
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ AND PLAYANDWIN, INC.