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Exhibit D
SHARE PURCHASE AGREEMENT
THIS AGREEMENT dated as of the ____ day of November, 1999
BETWEEN:
TINAMILU HOLDINGS INC., a corporation incorporated under the laws of
the British Virgin Islands,
(the "Shareholder")
OF THE FIRST PART
- and -
SOUTHBRIDGE EQUITIES INC., a corporation incorporated under the laws
of Canada,
("Southbridge")
OF THE SECOND PART
WHEREAS:
A. Southbridge has agreed to purchase 1,555,556 Special Warrants issued
by International Menu Solutions Inc. ("IMSI") in accordance with the
terms of a subscription agreement ("Treasury Subscription
Agreement") dated October 22, 1999.
B. The Shareholder wishes to sell the number of its shares of common
stock in the capital of International Menu Solutions Corporation
(the "Shares") to Southbridge set out in Schedule A hereto on the
terms and conditions set forth herein.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and the mutual covenants herein contained and the sum of $1 now paid by each
Party hereto to each other Party hereto (the receipt and sufficiency whereof is
hereby acknowledged), the Parties hereto agree as follows:
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1. Purchase Price: Subject to the terms and conditions in this Agreement and
in reliance on the representations and warranties of the Shareholder
contained herein, and in consideration of the sale, conveyance, transfer
and delivery of the Shares, Southbridge agrees to pay to the Shareholder
at Closing (as hereinafter defined) the sum of U.S. $2.50 per Share for an
aggregate purchase price of $485,937.50 (the "Purchase Price"). The
Purchase Price shall be paid by Southbridge on Closing by certified cheque
or wire transfer to the Shareholder or as the Shareholder directs in
writing.
2. No Encumbrances: The Shares are owned by the Shareholder free and clear of
all security interests, mortgages, encumbrances, options, pledges, lien,
hypotheses, charges or claims of any kind. The Shareholder has the
exclusive right to sell the Shares as provided in this Agreement and such
sale will not contravene or breach or result in any default under any
indenture, mortgage, lease, agreement, obligation, law, statute,
regulation, order, judgment or decree to which the Shareholder is a party
or subject or by which the Shareholder is bound or affected nor is the
Shareholder required to obtain any consent or approval for the completion
of the transaction contemplated by this Agreement. The Shareholder has not
granted to any other person, firm, corporation or other entity any right
to acquire, or any other rights in or to, the Shares.
3. Authorization: The Shareholder has full corporate power and authority to
enter into and deliver this Agreement and to carry out the transactions
contemplated hereby and the consummation of the transactions contemplated
under this Agreement have been duly and validly authorized and approved by
all necessary corporate action on the part of the Shareholder and, to the
extent required, all necessary actions of the shareholders of the
Shareholder.
4. Enforceability: This Agreement has been duly and validly executed and
delivered by the Shareholder and is a valid and legally binding obligation
of the Shareholder enforceable
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against the Shareholder in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency and other laws affecting creditors'
rights generally and to general principles of equity.
5. No Shareholder Violation: The Shareholder covenants that it has and it
will comply with all applicable laws in connection with its execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby.
6. Securities Laws: The Shareholder is not an Affiliate (as defined in the
United States Securities Act of 1933, as amended) of International Menu
Solutions Corporation and the Shares were acquired by the Shareholder on
the dates set out in Schedule B hereto.
7. Litigation: There is no suit, action, litigation or proceeding in
progress, under investigation or threatened against or relating to the
Shareholder which involves in any way the Shareholder or the Shares, nor,
to the knowledge of the Shareholder, are there any existing grounds on
which the same might be commenced with any reasonable likelihood of
success.
8. Closing: A closing (the "Closing") shall be held on November 5, 1999 or on
such other date as the parties may agree.
9. Obligation to Close: The obligation of Southbridge to complete the
purchase of the Shares under this Agreement shall be subject to the
satisfaction, at or before Closing, of the following conditions precedent
(each of which is acknowledged to be inserted for the exclusive benefit of
Southbridge and may be waived by it in whole or in part):
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(a) Accuracy of Representations at Closing: All of the representations
and warranties of the Shareholder made in or pursuant to this
Agreement shall be true and correct as at Closing and Southbridge
shall have received a certificate from the Shareholder confirming
the truth and correctness of such representations;
(b) Receipt of Common Shares: Southbridge shall have received an
Unsecured Share certificate representing the Shares duly endorsed to
Southbridge; and
(c) Completion of Transactions: The transactions contemplated by the
Treasury Subscription Agreement shall have been successfully
completed.
10. Deliveries at Closing: At the Closing, the Shareholder shall transfer and
assign to Southbridge the Shares by delivering certificates representing
each of the Shares, duly endorsed for transfer to Southbridge, and the
other agreements, certifications and other documents required to be
executed and delivered hereunder at the Closing shall be duly and validly
executed and delivered.
11. No Assignment: This Agreement may not be assigned by any of the Parties
hereto without the prior written agreement of all other Parties hereto.
12. Applicable Law: This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and the laws of Canada
applicable therein.
13. Counterparts: This Agreement may be executed in several counterparts each
of which when executed shall be deemed to be an original, and such
counterparts shall each constitute one and the same instrument and
notwithstanding their date of execution shall be deemed to bear the day
and year first above written.
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14. Entire Agreement: This Agreement constitutes the entire agreement between
the Parties pertaining to the subject matter hereof and supersedes all
prior or contemporaneous agreements, understandings, negotiations and
discussions, whether oral or written, of the Parties and there are no
warranties, representations or other agreements between the Parties in
connection with the subject matter hereof except as specifically set forth
herein.
15. Successors and Assigns: This Agreement shall be binding upon and enure to
the benefit of the Parties hereto and their respective heirs, executors,
administrators, successors and permitted assigns.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the
date first above written.
TINAMILU HOLDINGS INC.
By: ___________________________
Name:
Title:
By: ___________________________
Name:
Title:
SOUTHBRIDGE EQUITIES INC.
By:___________________________
Authorized Signing Officer
By:___________________________
Authorized Signing Officer
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