Exhibit 10.3(d)
LTS Share Purchase Agreement (Xxxxxxxxx Xxxxx)
SHARE PURCHASE AGREEMENT
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AGREEMENT ENTERED INTO AT XXX XXXX XX XXXXXXXX, XXXXXXXX XX XXXXXX, XX THIS 11
DAY OF JUNE 2003.
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BY AND BETWEEN: GSI TECHNOLOGIES USA INC., a public
corporation duly incorporated pursuant to the laws of
Delaware, having an office at 000, Xx-Xxxxxxx Xxxx,
Xxxxx 000, in the City of Montreal, Province of Xxxxxx
X0X 0X0, Xxxxxx, and herein represented by Mrs. Xxxxx
El-Ahmar Eid, Secretary of the Board, duly authorized
for the purposes hereof as she so declares,
(Hereinafter referred to as the "PURCHASER")
AND: XXXXXXXXX XXXXX, residing and domiciled
at 2205, Hampton in the City of Montreal, Province xx
Xxxxxx, X0X 0X0, Xxxxxx,
(Hereinafter referred to as the "SELLER")
AND: LTS NETWORKS INC., a corporation duly
incorporated according to law, having a place of
business at 000, Xx-Xxxxxxx Xxxx, Xxxxx 000, in the
City of Montreal, Province of Xxxxxx, X0X 0X0, Xxxxxx,
herein acting and represented by its Chief Executive
Officer, Mr. Xxxx Xxxxxxx,
(Hereinafter referred to as the "COMPANY")
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WHEREAS COMPANY is a private corporation duly incorporated pursuant to
the Canada Business Corporations Act,
WHEREAS 200 Common Shares in the capital stock of the COMPANY are
issued and outstanding;
WHEREAS the SELLER is the owner of 80 Common Shares in the capital
stock of the COMPANY; and
WHEREAS the SELLER wishes to sell forty percent (40%) of his shares of
the COMPANY, or 32 Common Shares (the "Shares") and the Purchaser wishes to
purchase same on
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the terms and conditions set out herein;
NOW, THEREFORE, FOR THE REASONS SET FORTH ABOVE, THE PARTIES HERETO ACKNOWLEDGE
AND AGREE AS FOLLOWS:
1. The preamble hereto shall form an integral part hereof as if recited
herein at length.
2. Once the conditions set forth in Section 5 are fulfilled, the SELLER
shall sell, assign and transfer unto the PURCHASER 32 Common Shares in
the capital stock of the COMPANY (the "Shares"), in consideration of
200,000 shares of Class B common stock (Par value $.001 per share) of
the PURCHASER (the "Consideration Shares"), which the PURCHASER shall
pay to the SELLER on the closing date by way of the issuance from
treasury.
3. The SELLER (and the COMPANY with regard to (a) - (c)) expressly
represents, warrants and guarantees to the PURCHASER on the date
hereof (and will so represent and warrant on the closing date) the
following:
(a) The COMPANY has been duly incorporated and
organized and is in good standing under the laws
of the jurisdiction of its incorporation and the
Province of Quebec;
(b) The Shares have been duly issued and are validly
outstanding shares in the capital stock of the
Company and represent 16% of all of the issued and
outstanding shares in the capital stock of the
Company;
(c) The SELLER holds title to the Shares, and that
same are free and clear of all mortgages, liens,
charges, pledges, security interests, encumbrances
or other claims whatsoever;
(d) No person, firm or corporation has any agreement,
option or right capable of becoming an agreement
or option for the purchase of the Shares; and
(e) The SELLER has the full right, power, authority
and capacity to enter into this present Agreement.
4. The PURCHASER expressly represents, warrants and guarantees to the
SELLER on the date hereof (and will so represent and warrant on the
closing date) the following:
a) The PURCHASER has been duly incorporated and
organized and is in good standing under the laws
of the jurisdiction of its incorporation and the
Province of Quebec and is current in its filings
with the Securities and Exchange Commission
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("SEC") and NASDAQ;
b) Subject to obtaining the prior approval of
applicable regulatory and securities authorities,
the issuance of the Consideration Shares will not
breach or violate any provisions of any applicable
law, statute, regulation or rule applicable to the
PURCHASER or of its articles or by-laws or any
other material agreement to which it is a party;
(c) When issued to the SELLER, the Consideration
Shares will be validly issued and non-assessable
shares in the capital stock of the PURCHASER
issued in accordance with all applicable corporate
and securities legislation including the
requirements of the Commission des Valeurs
Mobilieres du Quebec, if need be;
(d) GSI will take all necessary steps to deliver free
trading shares within 150 days. In the event that
GSI is not capable of delivering the free trading
shares, SELLER could than, cancel this agreement;
(e) The PURCHASER has the right, power and authority
to enter into this present Agreement, which has
been duly authorized by all necessary corporate
action.
5. The obligations of the parties to consummate the sale of the Shares is
subject to the satisfaction of the following conditions:
a. The PURCHASER shall have obtained all necessary
consents, approvals and authorizations for the
completion of the transactions contemplated
herein;
b. The PURCHASER shall have obtained a share
certificate representing the Consideration Shares
registered in the name of the SELLER (or such
other evidence that that Consideration Shares have
been duly issued);
c. The SELLER shall have delivered his share
certificates of the Company, duly endorsed for
transfer, together with a resolution of the board
of directors of the Company approving such
transfer, as well as the necessary new share
certificates evidencing the Shares and registered
in the name of the PURCHASER; and
d. The representations and warranties of the
PURCHASER
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and the SELLER set forth in Section 4 and 5
hereof, respectively, shall be true and correct on
the closing date and the PURCHASER and the SELLER
shall each have delivered a certificate to the
other to that effect;
And the parties covenant to use their best efforts to
fulfill these conditions within one hundred and fifty
(150) days from the date hereof. Upon the fulfillment
of the conditions described above, the closing of the
transactions contemplated hereby shall occur. In the
event that these conditions are not fulfilled, then
either party may terminate the present agreement in
which case this Agreement shall be of no further force
or effect whatsoever.
6. The representations and warranties contained herein shall survive the
execution of this present Agreement and shall continue in full force
and effect.
7. The parties shall, from time to time, at the other's request, execute
such further documents and take such other actions as the other may
reasonably require to obtain the approvals to complete the
transactions contemplated hereby and eventually convey and transfer
more effectively to the PURCHASER and the SELLER the shares herein
exchanged. The parties will furthermore sign all documents and do all
things necessary to give effect to the present Agreement.
8. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors, administrators,
representatives and assigns.
9. This Agreement shall be construed, interpreted and governed by the
laws of the Province of Quebec.
10. The parties acknowledge that they have requested and are satisfied
that the foregoing be drawn up in English. Les parties aux presentes
reconnaissent qu'elles ont exige que ce qui precede soit redige en
Anglais et s'en declarent satisfaites.
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IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO ON
THE DATE AND AT THE PLACE FIRST HEREINABOVE MENTIONED.
By: /s/ Xxxxx Xxx
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XXXXX EL-AHMAR EID
(SECRETARY OF THE BOARD)
GSI TECHNOLOGIES USA INC.
By: /s/ Xxxxxxxxx Xxxxx
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Xxxxxxxxx Xxxxx
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
Chief Executive Officer
LTS NETWORKS INC.
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