SHARE PURCHASE AGREEMENT
THIS AGREEMENT made as of this 23rd day of December, ▇▇▇▇,
▇ ▇ ▇ ▇ ▇ ▇ ▇:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (hereinafter called "▇▇▇▇▇")
and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (hereinafter called "▇▇▇")
(collectively hereinafter referred to as "the Vendor")
- AND -
THINKPATH INC.
(hereinafter called the "Purchaser")
INTENT OF THE AGREEMENT
WHEREAS ▇▇▇▇▇ is the registered owner of one hundred (100) of the
issued and outstanding common shares of TBM Technologies Inc. a company
incorporated under the provisions of the ONTARIO BUSINESS CORPORATIONS ACT,
hereinafter referred to as the "Corporation" which carries on business as a
design engineering firm located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇
▇▇▇ ("the Location");
AND WHEREAS ▇▇▇ is the registered owner of one hundred (100) of the
issued and outstanding common shares of the Corporation;
AND WHEREAS the shares owned by ▇▇▇▇▇ and by ▇▇▇ in the Corporation,
referred to above, are all of the shares issued and outstanding with respect to
it, and are hereinafter referred to as "the Purchased Shares";
AND WHEREAS the Purchaser has agreed to purchase and the Vendor has
agreed to sell, the Purchased Shares on the terms and conditions hereinafter set
out;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual covenants of the parties hereinafter contained and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged;
THE PARTIES HEREBY COVENANT, PROMISE AND AGREE AS FOLLOWS:
1.00. DEFINED TERMS In this agreement except as otherwise expressly provided,
the following words or expressions have the meanings assigned:
(a) "AGREEMENT" means this agreement and any agreement supplemental
thereto and any amendment thereof.
(b) "CLIENTS" means individuals, organizations and companies that
have done business with the Corporation or received a quote or
response to an RFP from the Corporation, or who have been
targeted through written approach by the Corporation as potential
clients within a period of three (3) years prior to the Effective
Date.
(c) "CLOSING" means the completion of the transactions outlined in
this Agreement.
(d) "CLOSING DATE" means , 2004 or such other date as the Purchaser
may identify, on five (5) days written notice to the Vendor.
(e) "CORPORATION'S ACCOUNTANT" means DRM Consulting Service Inc.
(f) "DOLLARS" means the lawful currency of Canada.
(g) "EFFECTIVE DATE" means November 1, 2004.
(h) "EFFECTIVE DATE FINANCIAL STATEMENTS" means the Financial
Statements of the Corporation to be prepared by the Corporation's
Accountants, in a manner consistent with Canadian generally
accredited accounting principles and with previous Financial
Statements of the Corporation and at the expense of the Vendor,
and which shall be completed as quickly as possible but not later
than two (2) months following Closing.
(i) "EXCLUDED ASSETS" means the lease of the Location.
(j) "EXISTING CONTRACTS" means the contracts and agreements listed on
Schedule "A".
(k) "GROSS SALES" means the gross amount of sales by the Corporation
to Clients, excluding taxes thereupon and excluding refunds or
credits issued to Clients.
(l) "PRE-CLOSING LIABILITIES" means the liabilities of the
Corporation as of the Effective Date.
(m) "POST-CLOSING LIABILITIES" means the liabilities of the
Corporation after the Effective Date.
(n) "PURCHASED BUSINESS" means the design engineering business
carried on from the Location and/or elsewhere, by the
Corporation, including the provision of professional services to
Clients.
(o) "PURCHASE PRICE" means the sum of the amounts set forth as such,
according to the provisions of Section 3.
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(p) "PURCHASED SHARES" means the issued and outstanding common shares
of the Corporation which are owned by the Vendor.
(q) " VENDOR'S ACCOUNTS RECEIVABLE" means the accounts due to the
Corporation from Clients, billed before the Effective Date.
2.00. PURCHASE AND SALE The Purchaser agrees to purchase, and the Vendor
agrees to sell, the Purchased Shares for the Purchase Price on the
terms and conditions set out herein.
3.00. PAYMENT OF THE PURCHASE PRICE Subject to the provisions of Section 5
the Purchase Price shall be Three Hundred Thousand Dollars
($300,000.00) to be paid and satisfied as follows. The Purchaser
shall pay and satisfy the Purchase Price through the issuance of new
common shares of the Purchaser, from its Treasury, in such number as
is required to reflect the amount of the Purchase Price based on the
price of the Purchaser's shares on the OTC:BB at the close of
business on the Effective Date (the "New Shares"), which shares shall
be allocated to ▇▇▇▇▇ and ▇▇▇ in proportion to their current
shareholdings in the Corporation. The Vendor acknowledges that the
Shares are subject to a regulatory lock-up period of twelve (12)
months from the Effective Date.
4.00 SCHEDULES The following Schedules shall be an integral part of this
Agreement:
"A" (para.1(j)) Existing Contracts
"B" (para. 7(g)) Financial Statements to August 31, 2004 and a
Statement of Income and Expense for the period September 1, 2004
to October 31, 2004
"C" (para. 7(j)) Assets of the Corporation
"D" (para. 7(k)) Bank Accounts of the Corporation
"E" (para. 7(l)) Claims against the Corporation
"F" (para. 7(p)) Lease
"G" (para. 7(q)) Independent Contractor Agreement
"H" (para. 7(t)) Employees of the Corporation
"I" (para. 7(u)) Clients
"J" (para. 8(e)) Release
"K" (para. 8(i)) Non-Solicitation
"L" (para. 8(j)) Indemnity
"M" (para. 8(l)) Insurance
"N" (para. 8(r)) Loans
5.00. BASIS FOR PURCHASE PRICE
(a) The parties acknowledge that the Purchase Price has been struck
on the basis of the Vendor's representation that Gross Sales for
the year from September 1, 2003 to August 31, 2004 amounts to at
least CDN$500,000.00.
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(a) Any disputes concerning monies owing pursuant to this Agreement,
shall be settled within 30 days of written notice. If the parties
cannot settle within 30 days, a Chartered Accountant or another
third party professional shall be appointed jointly and paid
jointly by the parties, to render a binding settlement. If the
parties cannot agree to the selection of a Chartered Accountant
or another third party professional, the dispute shall be
resolved by binding arbitration in accordance with the provisions
of the ARBITRATION ACT, then in force in the Province of Ontario.
The determination or order made by the Arbitrator shall be final
and binding.
(b) Subject to anything else referred to in this Agreement, there
shall be no adjustment in the Purchase Price.
6.00. FISCAL YEAR END - The Vendor shall cause the Corporation at his
expense and forthwith after Closing, to have the Corporation's
Accountants prepare the Effective Date Financial Statements, and file
final tax returns as of the Effective Date with both the federal and
provincial taxing authorities on the basis of such Financial
Statements. The Purchaser's accountants shall be entitled to review
and to comment upon the said Financial Statements before they are
finalized. Such statements do not need to be audited.
7.00. REPRESENTATIONS AND WARRANTIES OF THE VENDOR Each of ▇▇▇▇▇ and ▇▇▇
represents and warrants, jointly and severally, to the Purchaser as
follows:
(a) EXISTENCE, AUTHORIZED AND ISSUED CAPITAL - The Corporation is
incorporated and existing under the ONTARIO BUSINESS CORPORATIONS
ACT, with authorized capital, consisting of an unlimited number
of Common shares and an unlimited number of Preference shares and
the issued and outstanding capital shares on Closing shall
consist of two hundred (200) Common Shares and NIL Preference
Shares.
(b) POWER AND AUTHORITY - The Corporation has the necessary corporate
power and authority to own its assets and to carry on business as
presently carried on by it and hold all necessary licences,
permits and consents as are required to own its assets and carry
on its business.
(c) OWNERSHIP OF SHARES - ▇▇▇▇▇ and ▇▇▇ are all of the registered and
beneficial owners of all of the shares of the Corporation, and
have the authority to enter this Agreement. The shares of the
Corporation are owned as follows:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 100 Common nil Preference
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 100 Common nil Preference
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(d) TITLE TO THE PURCHASED SHARES - The Purchased Shares on Closing
will be free and clear of all agreements, claims, liens, security
interests and encumbrances.
(e) NO SHARES HELD - The Corporation holds no shares of other
companies.
(f) NO CONFLICT WITH OTHER AGREEMENTS - The execution and delivery of
this Agreement does not, and the completion of this Agreement
will not violate any of the terms and provisions of the by-laws
of the Corporation and/or any agreements to which the Corporation
or its shareholders, are bound.
(g) FINANCIAL STATEMENTS
(i) The Financial Statements of the Corporation for the fiscal
year ended the 31st day of August, 2004, a copy of which is
attached hereto as Schedule "B", presents fairly, in all
material respects, the financial position of the Corporation
as of that date and the results of its operations for the
period then ended, prepared in accordance with Canadian
generally accepted accounting principles applied on a basis
consistent with preceding years. Such statement reflects all
assets and all liabilities (contingent or otherwise) of the
Corporation as such date.
(ii) No liability of the Corporation has been incurred since the
above-noted fiscal year end, except in the ordinary course
of business.
(i) The additional financial data for the stated period following the
period covered by the above-noted financial statements, which is
also a part of Schedule "B", also presents fairly, in all
material respects, the financial position of the Corporation as
of that date and the results of its operations for the period
then ended,
(h) PAYMENT OF TAX - The Corporation has filed all Federal and
Provincial tax returns required to be filed for the period to and
including October 31, 2004 and is aware of no actual or
threatened investigation inquiry, claim or challenge to those
filings by any such authority.
(i) MINUTE BOOKS - The Minute Book of the Corporation is complete and
accurately reflect all actions taken by its board of directors
and shareholders.
(j) TITLE TO EQUIPMENT AND LEASES - Attached as Schedule "C"is a list
of the assets which are owned by the Corporation as at the
Effective Date. In addition, included with the assets of the
Corporation on the Closing Date shall be its unfettered and
unchallenged right to use the trade name or style "TBM
Technologies" as well as all current websites associated with the
Purchased Business. All the assets specified in Schedule "C"
shall be in good working order and free of encumbrance, except
where indicated on Schedule "C". The Corporation has good and
marketable title to all the aforementioned assets. None of the
aforementioned assets is leased.
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(k) BANK ACCOUNTS - The Corporation maintains only those bank
accounts set out in Schedule "D" hereto.
(l) ABSENCE OF LITIGATION OR CLAIMS - Other than as described in
Schedule "E", there is no litigation, proceedings or government
or regulatory investigation pending against the Corporation. The
Vendor has no knowledge of any basis for potential litigation
which, if commenced, would affect the Corporation materially.
There is no outstanding judgment or injunction affecting the
Corporation or its assets, other than as described in Schedule
"E".
(m) RESIDENCE OF VENDOR - The Vendor is a resident of Canada for the
purposes of the INCOME TAX ACT (Canada).
(n) GUARANTEES - The Corporation is not a party to or bound by any
agreement, guarantee or indemnification of the obligations,
liabilities (contingent or otherwise) or indebtedness of any
other person.
(o) LICENSES AND APPOINTMENTS - With respect to the Purchased
Business, the Corporation holds any and all necessary licences
and permits that may be required to carry on business in the
design engineering field, and it is not the subject of any
action, or under notice of action, which could result in the loss
or suspension thereof.
(p) LEASE OF PREMISES - The occupancy of the Location by the
Corporation, is subject to an oral lease ("the Lease") the
particulars of which are set forth in Schedule "F", which the
Vendor represents to be in good standing. The Corporation's
obligations under the Lease will be terminated, as at the date to
be identified by the Purchaser (which date shall fall after the
Effective Date) and the Vendor shall indemnify and save harmless
the Corporation and the Purchaser with respect to all expenses
incurred by either of them with respect to the Location or the
Lease.
(q) SERVICES OF ▇▇▇▇▇ AND ▇▇▇ - Each of ▇▇▇▇▇ and ▇▇▇ shall, for a
period of two (2) years following Closing and through the
intermediary of a company controlled by them jointly, be retained
as a consultant to the Corporation according to the terms and
conditions of the Independent Contractor Agreement in form and
substance as attached as Schedule "G", and shall provide
assistance in the orderly continuance of the Purchased Business
and the Corporation's relationship with its Clients. Each of
▇▇▇▇▇ and ▇▇▇ represents and warrants that he will use his best
efforts to ensure that the Gross Sales for the Purchased Business
will be retained, if not increased, when compared to the amount
thereof for the year to August 31, 2004.
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(r) CLIENTS - The Vendor has no knowledge of the past loss or the
potential future loss of any Clients whose contribution to Gross
Sales is material.
(s) TRADE STYLE - The Trade Style "TBM Technologies" has not been
registered by the Corporation but the Vendor is aware of no
challenge to the Corporation's right to use such trade style.
(t) EMPLOYEES - Attached as Schedule "H" is a list of the current
employees (full-time and part-time) of the Corporation together
with each employee's start date, salary review date, current
salary, current vacation entitlement and other benefits, and
other information. There are no contract staff or outside sales
representatives associated with the Corporation, except as listed
on Schedule "H". There are no unions or collective bargaining
agreements or entitlements affecting any of the employees and the
Vendor are aware of no attempts to organize any. By executing
this Agreement, each of the Vendors confirms that he has resigned
his employment with the Corporation as at the Closing Date has no
employment-related claims against it, and will execute such
documentation as may be required in order to confirm the
termination of such relationship on such date.
(u) CLIENTS - Attached as Schedule "I" is a list of the current
Clients of the Corporation, as of the Effective Date, in both
hard and soft copy format.
8.00. CONDITIONS OF CLOSING FOR THE BENEFIT OF THE PURCHASER The Closing is
subject to the following terms and conditions, all of which are for the
benefit of and may be waived by the Purchaser, and all of which are to
be fulfilled on or performed at or prior to the time of Closing:
(a) REPRESENTATIONS AND WARRANTIES - All representations and
warranties of the Vendor contained in this Agreement are true and
correct as of Closing, with the same effect as though made again
at and as of that time subject only to those changes which are
permitted by this Agreement, and there shall have been no
material adverse change in the business and affairs of the
Corporation prior to the Closing.
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(b) COMPLIANCE WITH AGREEMENT - All of the acts and undertakings of
the Vendor set out herein have been performed.
(c) CERTIFICATE - The Vendor shall deliver a certificate dated as at
the Closing Date certifying as to (a) and (b) above.
(d) LEGAL OPINION - The Purchaser shall have been furnished with an
opinion of the Vendor's counsel, to be prepared by the Purchaser
acting reasonably and dated as at the Closing Date, in respect of
their knowledge as to the Corporation being duly incorporated,
organized and validly subsisting under the laws of the province
of Ontario with full corporate right, power and authority to
carry its business in the province of Ontario as now conducted
and to enter into such documentation as may be necessary to
complete the transactions set out in this Agreement.
(e) DIRECTORS & OFFICERS - At the Closing, the Directors and Officers
of the Corporation shall tender their resignations as officers,
directors and employees of the Corporation, and shall execute and
deliver a release (as per Schedule "J" attached) of all claims
which may have arisen or which may arise against the Corporation
in those or in any other capacities, save and except those which
arise directly and expressly out of this Agreement.
(f) CORPORATE ACTS - At the time of Closing, all appropriate actions
shall have been taken to effect the transfer of the Shares
contemplated hereby including but not limited to the approval of
the Board of Directors of the Corporation to the transfer of the
Shares.
(g) FIRE AND HAZARD - No substantial damage by fire or other hazard
to the Location and goodwill of the Business including all
documents and records of the Corporation shall have occurred
prior to the Closing and if such damage does occur, the Purchaser
shall have the option of completing this Agreement and accepting
the proceeds of the insurance policy covering such loss or
rescinding the Agreement.
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(h) PRE-CLOSING LIABILITIES - LEFT INTENTIONALLY BLANK.
(i) NON-SOLICITATION COVENANT - The Vendor shall provide on
Closing a Non-solicitation Convenant.
(j) INDEMNITY COVENANT - The Vendor shall provide on Closing an
Indemnity Covenant as set out in Schedule "L".
(k) INSURANCE - The Corporation shall be covered by the Insurance
Policy, details of which are attached hereto as Schedule "M".
(l) SHAREHOLDERS' LOANS -The Vendor shall assign all outstanding
shareholders' loans to the Purchaser, on or before the Closing.
(m) LEASES - The Vendor shall have provided an Undertaking,
satisfactory to the Purchaser to the effect that he will provide
to the Purchaser within thirty (30) days of the termination of
the lease of the Location written confirmation that the lease is
terminated and no liability remains with respect to the
Corporation.
(n) INDEPENDENT CONTRACTOR'S AGREEMENT - The Independent Contractor
Agreement referred to in paragraph 7(q) shall have been signed by
both parties.
(o) EXCLUDED ASSETS - The Vendor shall have provided evidence
satisfactory to the Purchaser that the Excluded Asset has been or
will be treated as not being an asset
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-1-
of the Corporation on the Effective Date, and that any expense
incurred by the Corporation after the Effective Date with
respect to an Excluded Asset shall be reversed, in favour of
the Purchaser.
(p) DUE DILIGENCE - LEFT INTENTIONALLY BLANK.
(q) ORDINARY COURSE - The Vendor shall have carried on the Purchased
Business in the ordinary course during the period between October
14, 2004 and the date of Closing and there have been no material
adverse changes in the business or financial condition or
prospects of the Corporation.
(r) LOANS - The Vendor shall have provided:
i) proof satisfactory to the Purchaser that the loans listed on
Schedule "N" (which the Vendor represents and warrants to be
a complete and accurate listing of all loans outstanding
against the Corporation) are no greater than the November 1,
2004 amounts cited, and
ii) proof satisfactory to the Purchaser of the written consent
to the within transaction by the Business Development Bank
of Canada, and National Leasing and Hewlett-Packard.
9. CONDITIONS OF CLOSING FOR THE BENEFIT OF THE VENDOR The Closing is
subject to the following terms and conditions, all of which are for
the benefit of and may be waived by the Vendor and all of which are
to be fulfilled on or performed at or prior to the time of Closing:
(a) REPRESENTATIONS AND WARRANTIES - All Representations and
Warranties of the Purchaser contained in this Agreement are true
and correct as of the time of Closing with the same effect as
though made again at and as of that time subject only to those
changes which are permitted by this Agreement.
(b) COMPLIANCE WITH AGREEMENT - All of the acts and undertakings of
the Purchaser set out herein have been performed.
(c) CERTIFICATE - The Purchaser shall deliver a certificate dated as
at the Date of Closing certifying as to (a) above.
(d) VENDOR'S ACCOUNTS RECEIVABLE - The Purchaser shall ensure that
all cheques received relating to the Vendor' s Accounts
Receivable by the Corporation for services fully rendered on or
before the Effective Date shall be paid to the Vendor upon
receipt of said monies. The Vendor may require such accounts to
be assigned to the Vendor or his nominee and in that event the
Vendor shall be responsible for the collection of all the
Vendor's Accounts Receivable.
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(e) CONSULTING CONTRACT - The Independent Contractor's Agreement that
is referred to in paragraph 7(q) shall have been signed by both
parties.
(f) UNDERTAKING - The Purchaser shall provide an undertaking (the
"Undertaking") that, in the event that the total of:
i) the fair market value of the New Shares on the fifteen (15)
month anniversary of the Effective Date (the "Anniversary"),
as determined by the OTC:BB on the Anniversary, plus
ii) the total consideration received or receivable for any or
all of such New Shares that may have been sold, at arm's
length and for fair market value, prior to the Anniversary
is less than the Purchase Price, it will forthwith issue to
the Vendor (in the same proportion as the New Shares are
issued) further new shares of the Purchaser, from its
Treasury, in such number (the "Further Shares") as is required
such that the value on the Anniversary of:
iii) the fair market value of the New Shares that are still owned
by the Vendor, as determined by the OTC:BB on the
Anniversary, plus
iv) the total consideration received or receivable for any or
all of such New Shares that may have been sold, bona fide,
at arm's length and for fair market value, prior to the
Anniversary, plus
v) the fair market value of the Further Shares
is equal to the Purchase Price. The parties agree that this is
a one-time adjustment/guarantee."
(g) EXPENSE UNDERTAKING - The Purchaser shall provide an undertaking
(the "Expense Undertaking") to reimburse the Vendor for up to
Five Thousand Dollars ($5,000.00) of legal, accounting or other
professional expense relating to this Agreement, such payment to
be made forthwith upon receipt of written evidence of the
account(s) and a general description of the work done by
professionals acting at arm's length from the Vendor. In all
other regards, each party shall bear its own expenses.
10.00. CLOSING ARRANGEMENTS
i) DELIVERIES BY THE PURCHASER The Purchaser agrees to deliver the
following on the Closing Date:
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(a) the New Shares;
(b) the Undertaking;
(c) the Certificate as set out in Section 9(c); and (i) the Expense
Undertaking.
ii) CLOSING DELIVERIES BY THE VENDOR The Vendor agrees to deliver the
following, in regard to the Corporation, on the Closing Date:
(a) Transfer of Shares duly endorsed to the Purchaser or such nominee
as the Purchaser may direct;
(b) Resignation of Officers and Directors;
(c) the Certificate as set out in Section 8 (c);
(d) the Included Assets;
(ii) All other documents or items referred to herein as being
required of the Vendor.
iii) TIME AND PLACE The Closing shall take place at the offices of
Heifetz, Crozier, Law, solicitors for the Purchaser at 10:00 a.m.
or such other time as the parties mutually agree. Time to be of
the essence.
iv) ANNOUNCEMENT The Purchase shall be entitled to make any public
announcement with respect to the transaction contemplated by the
Agreement, and nothing herein shall impair the ability of the
Purchaser to make such filings as it may legally be obliged to
effect.
11.00. RESCISSION OF AGREEMENT In the event that any of the conditions
enumerated in this Agreement shall not be fulfilled or performed at
or prior to the Closing, the Purchaser or the Vendor in whose favour
the condition was inserted as the case may be, may rescind this
Agreement by notice to the other. In such event, the party giving
notice shall thereupon be released from all obligations hereunder,
and, unless such party can establish that the condition or conditions
for the nonfulfillment or nonperformance of which it has rescinded
this Agreement are reasonably capable of being fulfilled or performed
by the other party, then the other party also shall be released from
all obligations hereunder.
12.00. SURVIVAL OF REPRESENTATIONS AND WARRANTIES All representations,
warranties, covenants, undertakings, indemnities and agreements made
by any of the parties in or pursuant to this Agreement shall survive
the Closing and any investigation at any time made by or on behalf of
any party shall not be considered waived by consummation of the
Closing notwithstanding knowledge of any breach. Representations and
warranties made by any of the parties in or pursuant to the Agreement
shall however only survive the Closing for a period of five (5)
years, except insofar as they relate to income tax obligations, which
representations and warranties shall survive seven (7) years, except
in the case of fraud in which case they shall survive indefinitely.
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13.00. INVESTIGATION The parties acknowledge the importance of the
representations of sales, revenue, expenses, clientele and operations
to the Purchaser. Between the date of the signing of this Agreement
and the Closing Date, the Vendor will allow reasonable access to the
Purchaser and its representative during normal business hours to
examine the books and records of the Corporation, to interview the
personnel that are to be retained and to receive information
including client profiles pertaining to the Business and pertinent to
its operation.
14.00. NOTICE Any notice or document required or permitted to be given
hereunder shall be in writing and may be given by delivering same, or
sending the same by telegram, telex, facsimile or other similar means
of telecommunications or by prepaid ordinary mail addressed to the
party at the address set out on the face page of this Agreement.
Notice so mailed shall be deemed to have been given and received on
the fifth business day after deposit in a post office or public
letter box, except in the event of an interruption in postal service,
in which case, notice shall not be given by mail. Notice given by
telegram, telex, facsimile or other similar means of
telecommunications shall be deemed to have been given and received on
the first business day after the sending of such notice. Notice given
by delivery shall be deemed to have been given and received on the
date it is delivered. Any party to this Agreement may change their
address for service from time to time by notice given in accordance
with the foregoing.
For purposes of this Agreement, notices to the Vendor shall be
addressed to:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇
and in the case of the Purchaser to:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇. Heifetz, Crozier, Law
Brampton, Ontario AND ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
15.00. BINDING EFFECT This Agreement shall bind and benefit the parties
hereto and their respective heirs, executors, administrators,
successors and permitted assigns. The Purchaser shall be entitled to
assign this Share Purchase Agreement in its sole and unfettered
discretion.
16.00. ENTIRE AGREEMENT This Agreement sets forth the entire agreement among
the parties hereto pertaining to the subject matter hereof, and
supersedes all prior agreements. There are not and shall not be any
oral statements, representations, warranties, undertakings or
agreements among the parties.
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17.00. FURTHER ASSURANCES The parties hereto agree to execute and deliver
such further and other documents and perform and cause to be
performed such further and other acts and things as may be necessary
or desirable in order to give full effect to this Agreement and every
part thereof.
18.00. APPLICABLE LAW This Agreement shall be governed by the laws of the
Province of Ontario and the laws of Canada applicable therein. The
parties hereto do hereby irrevocably attorn to the jurisdiction of
the Courts of the Province of Ontario.
19.00. SEVERABILITY If any provision of this agreement or its application to
any party or circumstance is restricted, prohibited or unenforceable,
such provision shall be ineffective only to the extent of such
restrictions, prohibition or unenforceability without invalidating
the remaining provisions hereto and without affecting the application
of such provision to other parties or circumstances.
20.00. AMENDMENTS, WAIVER, ETC. This Agreement shall not be amended or
modified in any respect except by written instrument signed by the
parties hereto. No waiver of any breach of any term or provision of
this Agreement shall be effective or binding unless made in writing
and signed by the party purporting to give the same and, unless
otherwise provided, shall be limited to the specific breach waived.
The failure of a party to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver or
deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement.
21.00. TIME OF ESSENCE Time shall be of the essence of this Agreement. No
waiver of any time period prescribed hereunder shall be effective
unless in writing signed by the parties hereto.
22.00. EXTENDED MEANINGS Words in the singular include the plural and vice
versa and words importing gender include all genders.
23.00. HEADINGS The headings in this Agreement are included for convenience
of reference only and shall not affect the interpretation hereof.
24.00. BROKER Each party confirms to the other that it has not engaged the
services of a broker, nor benefited from the services thereof, and
will indemnify the other in the event that a claim for fees is
launched by a third party contrary to this representation.
-14-
25.00. FACSIMILE TRANSMISSION The parties agree that the acceptance of the
Agreement herein may be transmitted by facsimile machine and any
initialling, witnessing and acceptance of the Agreement shall be firm
and binding between all parties. The parties further agree to sign
the true copies of this Agreement forthwith.
IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the date first above written.
SIGNED, SEALED AND DELIVERED )
in the presence of )
) /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
)
---------------------------
Witness ) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
)
) /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
----------------------------- ) -------------------------
Witness ) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
)
)
)
) /S/ DECLAN FRENCH
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) THINKPATH INC.
) per: Declan French
) I have the
authority to bind
the corporation.