EXHIBIT 2
SHARE PURCHASE & EXCHANGE AGREEMENT
THIS AGREEMENT made as of the 18th day of August, ▇▇▇▇
▇ ▇ ▇ ▇ ▇ ▇ ▇:
ALL OF THE SHAREHOLDERS OF J.J.A.M.P.
TREASURY INTERNATIONAL CORP., a
corporatiON subject to the laws of
Canada,
(hereinafter called the "Vendors")
OF THE FIRST PART,
-and-
J.J.A.M.P. TREAsURy INTERNATIONAL CORP.,
a corporation subject to the laws of
Canada, (hereinafter called the
"Corporation")
OF THE SECOND PART,
- and -
TREASURY INTERNATIONAL, INC., a
corporation subject to the laws of the
State of Delaware,
(hereinafter called the "Purchaser")
OF THE THIRD PART.
WHEREAS the Vendors are prepared to sell, and the Purchaser is prepared to
purchase, the Purchased Shares, as later defined, on the terms and subject to
the conditions hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and agreements hereinafter contained, the amount of two dollars
($2.00) in lawful money of the United States now paid by each party hereto to
each of the other parties hereto and for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by each of the parties
hereto, it is agreed by and among the parties hereto as follows:
(3)
ARTICLE ONE
DEFINITIONS
Section 1.01 Definitions: In this agreement unless there is something in the
subject matter or context inconsistent therewith, the following capitalized
words and terms shall have the following meanings:
(a) "Encumbrance" means and includes mortgages, charges, pledges, security
interests, liens, encumbrances, actions, claims, demands and equities
of any nature whatsoever or howsoever arising;
(b) "Person" means and includes any individual, corporation partnership,
firm, joint venture, syndicate, association, trust, government,
governmental agency or board or commission or authority, incorporated
association, incorporated syndication, incorporated organization and
other form of entity or organization; and
(c) Purchased Shares" means 40,119,060 common shares of the Corporation,
being all of the issued and outstanding shares of the Corporation, and
which have been issued as fully paid and non-assessable shares to the
Vendors according to the shareholders' list of the Corporation, and
corresponding share certificates, annexed hereto as Schedule "A".
ARTICLE TWO
PURCHASE AND SALE
OF THE PURCHASED SHARES
Section 2.01 Purchase and Sale: On the terms and subject to the conditions
herein contained, the Vendors hereby covenant and agree to sell, assign and
transfer the Purchased Shares to the Purchaser, and the Purchaser hereby
covenants and agrees to purchase the Purchased Shares from the Vendors, for the
purchase price stipulated in Section 2.02 hereof.
Section 2.02 Purchase Price: The Purchaser shall pay to each of the Vendors one
(1) common share in the capital of the Purchaser in exchange for five (5) common
shares of the Corporation held by such Vendor. Fractions of shares, if any,
resulting from said share exchange shall be rounded up to the next whole share.
The aggregate purchase price to all of the Vendors for the Purchased Shares
shall be eight million twenty three thousand eight hundred twelve (8,023,812)
common shares of the Purchaser. The said common shares of the Purchaser to be
paid to the Vendors have not been registered under the Securities Act of 1933
(the "Act") and are
(4)
"restricted securities" as that term is defined in Rule 144 under the Act. The
shares may not be offered for sale, sold or otherwise transferred for a period
of two (2) years, except pursuant to an effective registration statement under
the Act or pursuant to an exemption from registration under the Act, the
availability of which is to be established to the satisfaction of the
Corporation.
ARTICLE THREE
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE VENDORS
Section 3.01 Representations, Warranties and Covenants: The Vendors hereby
represent, warrant and covenant, as the case may be, to the Purchaser and
confirm that the Purchaser is relying upon the accuracy of each and every one of
such representations and warranties and upon the performance of each and every
one of such covenants in connection with the purchase of the Purchased Shares:
(a) Right, Power and Authority of the Vendors to Sell the Purchased Shares: Each
of the Vendors has good right, full power and absolute authority to sell, assign
and transfer their respective Purchased Shares to the Purchaser in the manner
contemplated herein.
(b) Non-existence of Agreements to Dispose of or Issue Shares of the
Corporation: No Person has any agreement, option, understanding or commitment,
or any right or privilege, whether by law, pre-emptive or contractual, capable
of becoming an agreement, option or commitment, including convertible
securities, warrants or convertible obligations of any nature, for:
(i) the purchase, subscription, allotment or issuance of, or conversion
into, any of the unissued shares in the capital of the Corporation or
any securities of the Corporation; or
(ii) the purchase from the Vendors of any of the Purchased Shares.
(c) Approval of Third Parties: The Vendors are not under any obligation,
contractual or otherwise, to request or obtain the consent of any person, other
than the Corporation, to any of the transactions contemplated herein or any part
thereof or to the sale, transfer, assignment or delivery of any of the Purchased
Shares.
(d) Ownership of Purchased Shares: At Closing, each of the Vendors will own as a
shareholder of record and as a beneficial owner with a good and marketable title
thereto free and clear of any and all Encumbrances their respective issued
number of the
(5)
Purchased Shares, according to the shareholders' list of the Corporation annexed
hereto as Schedule "A".
(e) Restricted Shares of Purchaser to be paid to Vendors: Each of the Vendors
hereby acknowledges and represents that he/she has been informed that the common
shares of the Purchaser to be paid to each of Vendors for the Purchased Shares
are restricted shares as further described in Section 2.02 above.
ARTICLE FOUR
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE PURCHASER
Section 4.01 Representations, Warranties and Covenants: The Purchaser hereby
represents, warrants and covenants, as the case may be, to the Vendors and
confirms that the Vendors are relying upon the accuracy of each and every one of
such representations and warranties and upon the performance of each and every
one of such covenants in connection with the sale of the Purchased Shares:
(a) Capital of the Purchaser: The authorized capital of the Purchaser consists
of 20,000,000 common shares, of which three (3) common shares are issued and
outstanding.
(b) Corporation in Good Standing: The Purchaser is duly organized and validly
subsisting in good standing under the laws of the State of Delaware and has the
full corporate power to conduct its business as such business is now being
conducted.
(c) No Claims: There are no claims, actions, suits, judgments or proceedings
pending against or affecting the Purchaser which will or may have a material
adverse effect on the Purchaser nor does the Purchaser know of any reasonable
grounds for the basis of any such claims, actions, suits, judgments or
proceedings.
ARTICLE FIVE
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE CORPORATION
Section 5.01 Material changes since Audited Financial Statements dated July 321,
1996: The Corporation represents and warrants that there have been no material
changes with respect to its operations from and including August 1, 1995 to and
including August 18, 1995.
Section 5.02 Number of Purchased Shares: The issued and
outstanding common shares of the Corporation represent all of the
issued and outstanding shares of the Corporation.
(6)
ARTICLE SIX
SATISFACTION OF THE PURCHASE PRICE
Section 6.01 Satisfaction of the Purchase Price: The parties hereto acknowledge
that the purchase price for the Purchased Shares provided for in Section 2.02
hereof has been satisfied by the delivery by the Purchaser to the Vendors of
common shares of the Purchaser on a pro-rata basis of one common share of the
Purchaser for every five (5) common shares of the Corporation.
ARTICLE SEVEN
CLOSING
Section 7.01 Closings, Arrangements: Subject to the terms and conditions hereof,
the transaction contemplated in Article Two hereof shall be completed and closed
on August 18, 1995, at the Head Office of the Corporation at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ at 16.00 p.m..
Section 7.02 Share Exchange: Upon Closing or as soon thereafter as practicable,
the Purchaser shall receive a single share certificate for 40,119,060 common
shares of the Corporation, being all of the issued and outstanding shares of the
Corporation, together with all of the cancelled common share certificates owned
by the Vendors, and each of the Vendors shall receive their pro-rata number of
common shares of the Purchaser on a basis of one (1) common share of the
Purchaser for five common shares of the Corporation, for a total of 8,023,812
common shares of the Purchaser.
ARTICLE EIGHT
MISCELLANEOUS
Section 8.01 Further Assurances: Each of the Vendors hereby covenants and agrees
that at any time and from time to time after the closing of the transaction
contemplated herein, each of the Vendors will, upon the request of the
Purchaser, do, execute, acknowledge and deliver or cause to be done, executed,
acknowledged and delivered all such further acts, deeds, assignments, transfers,
conveyances, powers of attorney and assurances as may be required for the better
carrying out and performance of all the terms of this agreement.
Section 8.02 Time: Time shall be of the essence of this agreement.
(7)
Section 8.03 Titles: The titles to the articles, sections and certain other
provisions hereof have been inserted for ease of reference only and shall not
affect the construction or the interpretation of this agreement.
Section 8.04 Governing Law: This agreement shall be deemed to have been made in,
and shall be governed by, and be construed in accordance with the laws of the
State of Delaware.
Section 8.05 Successors and Assigns: This agreement shall be binding upon and
enure to the benefit of the parties hereto and their respective successors and
permitted assigns. Nothing herein express, or implied is intended to confer upon
any person, other than the parties hereto and their respective successors and
assigns, any rights, remedies, obligations or liabilities under or by reason of
this agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this agreement as
of the date first indicated above.
THE SHAREHOLDERS OF J.J.A.M.P. TREASURY INTERNATIONAL CORP.:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ Kitty Bahar
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
(8)
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ Mercedes Bensimon
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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/s/ ▇▇▇▇▇ Zisckind /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ Fabrikis /s/ ▇▇▇▇▇▇▇▇ Fabrikis
/s/ ▇▇▇▇▇ Pandolh /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
/s/ Moknis Dadoun /s/ Claudio Pandolh
/s/ ▇▇▇▇▇▇ Pandolh /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
(9)
J.J.A.M.P. TREASURY INTERNATIONAL CORP.:
Per: /s/ ▇▇▇▇▇ ▇▇▇, President & CEO
Per: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Director
TREASURY INTERNATIONAL, INC.
Per: /s/ ▇▇▇▇▇ ▇▇▇, President & CEO
Per: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Director
(10)