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Exhibit 2.1
EXCHANGE AGREEMENT
THIS AGREEMENT made effective the 1st day of January, 2000.
AMONG:
DELTA CAPITAL TECHNOLOGIES INC., a company validly
subsisting under the laws of Delaware with an office at
Suite 255, 999 - 8th St. SW Calgary, AB T2R 1J5 Canada
("Delta")
AND:
THE MATRIDIGM CORPORATION, a company validly subsisting under
the laws of Alberta with an office at ▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇ ▇▇▇.
▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("Matridigm")
AND:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ("▇▇▇▇▇▇")
AND:
▇▇▇▇▇▇▇ ▇▇▇▇ of ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇.▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇ ("▇▇▇▇")
AND:
▇▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇ ("▇. ▇▇▇▇▇▇")
AND:
▇▇▇▇▇ ▇▇▇▇ of ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇.▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇ ("▇. ▇▇▇▇")
AND:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of #4 - ▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ("▇▇▇▇▇▇▇▇")
(Steele, Lanz, ▇. ▇▇▇▇▇▇, ▇. ▇▇▇▇ and ▇▇▇▇▇▇▇▇ known
collectively as the "Shareholders")
WHEREAS:
A. Delta is a publicly traded company organized pursuant to the laws of
Delaware, USA;
B. Matridigm is a private company organized pursuant to the laws of Alberta,
Canada;
C. The Shareholders are the registered and beneficial owners of 100% of the
issued and outstanding common shares of Matridigm (the "Matridigm Shares");
D. Delta has agreed to purchase the Matridigm Shares and the Shareholders have
agreed to sell the Matridigm Shares to Delta on the terms and conditions of
this Agreement.
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NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
premises and the mutual promises, and agreements herein contained, the parties
hereto agree as follows:
1. INTERPRETATION
1.1 In this Agreement and in the recitals and Schedules hereto, unless the
context otherwise requires, the following expressions will have the following
meanings:
(a) "Act" means the Securities Act (Alberta) and the Regulations and Rules
passed thereunder, as amended from time to time;
(b) "Assets" means the assets of Matridigm described in Schedule "A";
(c) "Closing" means the closing of the transactions contemplated herein;
(d) "Closing Date" means as soon as reasonably possible at a time and
place to be agreed upon by the parties hereto, but in any event on or
before April 6, 2000, unless otherwise agreed by all the parties;
(e) "Delta" means Delta Capital Technologies Inc.;
(f) "Exchanged Securities" means 500,000 common shares of Delta and
490,000 warrants;
(g) "Exchange of Interest" means the exchange of the Matridigm Shares for
the Exchanged Securities as contemplated by Section 3 of this
Agreement;
(h) "Line of Credit" means a line of credit and corporate credit cards of
Matridigm in the amount of Cdn$55,000 which has been substantially
drawn down on and the payment of which has been guaranteed by ▇▇▇▇▇▇
and ▇▇▇▇;
(i) "Matridigm" means The Matridigm Corporation;
(j) "Matridigm Shares" means 100% of the issued and outstanding common
shares of Matridigm;
(k) "Shareholders" means the shareholders of Matridigm being, ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇;
(l) "Warrant" means a warrant to purchase one common share of Delta at an
exercise price of US$2.00 per common share, exercisable for a period
of 7 years from the date of issuance;
(m) "1933 Act" means the United States Securities Act of 1933.
1.2 The following schedules are incorporated by reference into this Agreement:
Schedule Description
A Assets of Matridigm
B Delta's 10SB filing with the Securities and Exchange
Commission including financial Statements up to and
including September 30, 1999
C Financial Statements of Delta for the fiscal period ended December 31, 1999
D Delta's outstanding stock options as at January 1, 2000
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E Financial Statements of Matridigm for the fiscal period ended December 31, 1998
F Financial statements of Matridigm for the fiscal period ended December 31, 1999
G Employment Agreement between Delta and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
H Employment Agreement between Delta and ▇▇▇▇▇▇▇ ▇▇▇▇
I Employment Agreement memo outlining the proposed terms of an Employment Agreement between Delta and
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
2. REPRESENTATIONS AND WARRANTIES
2.1 Common Representations and Warranties
Each of Delta and Matridigm represents and warrants to the other, as
representations and warranties upon which each party have relied in entering
into this Agreement, which will be true at the Closing Date, and which will
survive the execution hereof, that:
(a) it is a body corporate duly formed, organized and validly subsisting
under the laws of its incorporating jurisdiction;
(b) it has full power and authority to carry on its business and to enter
into this Agreement and any agreement or instrument referred to or
contemplated by this Agreement;
(c) neither the execution and delivery of this Agreement, nor any of the
agreements referred to herein or contemplated hereby, nor the
consummation of the transactions hereby contemplated will be in
violation of its constating documents, or conflict with, or will
result in the breach of, or accelerate the performance required by,
any agreement to which it is a party and will not result in the
creation or imposition of any lien, encumbrance or restrictions of any
nature whatsoever in favour of a third party upon or against its
assets;
(d) no proceedings are pending for, and neither party is aware of any
basis for the institutions or any proceedings leading to is
dissolution or its winding-up, or the placing or it into bankruptcy,
or becoming subject to any other laws governing the affairs of
insolvent persons.
2.2 Delta's Representations and Warranties
Delta represents and warrants to the Shareholders and Matridigm, as
representations and warranties upon which the Shareholders and Matridigm has
relied in entering into this Agreement, which will be true at the Closing Date,
and which will survive the execution hereof, that:
(a) the authorized capital of Delta consists of 100,000,000 common shares
with a par value of US$0.001 per common share of which 14,100,000
common shares are validly issued, fully-paid and non-assessable a
further approximately 135,000 shares to be issued pursuant to a
proposed conversion of approximately US$410,000 of debt owing to
Bonanza Management Ltd.;
(b) no finder's fees, commissions or financial service fees of any type
whatsoever are payable by Delta in connection with transactions
contemplated by this Agreement;
(c) the financial statements of Delta for the fiscal period ended July 31,
1999 and the interim period ended September 30, 1999 attached hereto
as part of Schedule "B" and
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the financial statements of Delta for the fiscal period ended December
31, 1999 attached hereto as Schedule "C" delivered to the Shareholders
present fairly, in all material respects, the financial position of
Delta as at July 31, 1999, September 30, 1999 and December 31, 1999
and the results of operations and the changes in financial position
for those periods in accordance with generally accepted accounting
principles applied on a consistent basis and do not omit to state any
material fact that is required by generally accepted accounting
principles, or by applicable law, to be stated or reflected therein,
or which is necessary to make the statements contained therein not
misleading;
(d) since December 31, 1999, Delta has carried on its business in the
ordinary and normal course of the routine daily affairs of such
business. Since such date, other than otherwise disclosed herein,
there has been no material change in the business, operations, affairs
or conditions of Delta financial or otherwise, including, without
limitation, any change arising as a result of any legislative or
regulatory change, modification, revocation, or suspension or any
material license or right to do business, fire, explosion, accident,
casualty, labour trouble, flood, drought, riot, storm, expropriation,
condemnation, act of God, or otherwise, except changes occurring in
the ordinary course of the routine daily affairs of business, which
changes have not materially adversely affected the organization,
business, properties, prospects, or financial condition of Delta;
(e) no order prohibiting the issue and sale of securities by Delta has
been issued and no proceedings for this purpose have been instituted,
are pending, or, to the knowledge of Delta, contemplated;
(f) this Agreement and any statement furnished to the Shareholders by
Delta, or on behalf of Delta do not contain and will not contain an
untrue statement of material fact or omit or will omit to state a
material fact or circumstance necessary to make the statements
contained herein or therein not misleading, or which may be material
in Delta's decision to enter into this Agreement;
(g) there are no material liabilities, contingent or otherwise, of Delta
which are not disclosed in Schedule "B" attached hereto and the
outstanding loans referred to in paragraph (k) below and Delta has not
guaranteed, or agreed to guarantee, any debt, liability or other
obligation of any person, firm or corporation;
(h) no person, other than as set out in Schedule "D", has any right,
agreement, or option, present or future, contingent or absolute, or
any right capable of becoming a right, agreement or option:
(i) to require Delta to issue any further or other shares in its
capital or any security or other instrument convertible or
exchangeable in to shares in its capital, or to convert or
exchange any security or other instrument into, with or for
shares in its capital;
(ii) for the issue or allotment of any of the authorized but unissued
shares in its capital;
(iii) to require Delta to create any additional shares in its capital;
(iv) to require Delta to purchase, redeem, or otherwise acquire any
of the issued and outstanding shares in its capital;
(v) to require Delta to distribute any or all of its assets, or to
declare any dividends;
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(vi) to purchase or otherwise acquire any securities of Delta;
(i) the Exchanged Securities to be issued to the Shareholders pursuant to
the provisions of section 3, when issued, will be validly issued as
fully paid and non-assessable and will be free of all resale
restrictions other than the hold period imposed by the Act and any
resale restrictions imposed by the 1933 Act;
(j) Delta has the corporate power to own the assets owned by it and to
carry out the business carried on by it and is duly registered and
qualified to carry on business in the jurisdiction in which it carries
on;
(k) Delta is not indebted to any affiliate or director or officer of Delta
other than is set out in the financial statements attached hereto as
part of Schedule "C" and Delta has no outstanding loans other than a
loan made by Bonanza Management Ltd. to Delta in the amount US$410,000
as of February 29, 2000 which is anticipated to be settled by the
issuance of common shares of Delta at a deemed price of US$3.00 per
share and a loan by Smart Technologies Inc. in the amount of
US$20,000;
(l) no dividends or other distribution of any shares in the capital of
Delta have been made, declared or authorized;
(m) there is no basis for and there are no actions, suits, judgments,
investigations or proceedings outstanding or pending or to the
knowledge of Delta threatened against or affecting Delta at law or in
equity or before or by any governmental agency or authority having
jurisdiction;
(n) Delta is not in breach of any laws, ordinances, statutes, regulations,
by-laws, orders or decrees to which it is subject or which apply to
it;
(o) all taxes, assessments, levies and other amounts which Delta is
required by law to pay, withhold or collect, will have been duly paid,
withheld or collected before the Closing Date; provided, however, that
none of the foregoing need be paid while the same is being contested
in good faith by appropriate proceedings diligently conducted;
(p) no director of Delta is indebted or under obligation to Delta on any
account whatsoever;
(q) all material transactions of Delta have been promptly and properly
recorded or filed in or with its respective books and records. The
minute books of Delta contain all records of the meetings and
proceedings of shareholders and directors thereof;
(r) the performance of this Agreement will not be in violation of the
constating documents of Delta or of any agreement to which Delta is a
party and will not give any person or company any right to terminate
or cancel any agreement or any right enjoyed by Delta and will not
result in the creation or imposition of any lien, encumbrance or
restriction of any nature whatsoever in favour of a third party upon
or against the assets of Delta; and
(s) it will indemnify ▇▇▇▇▇▇ and ▇▇▇▇ for their guarantees of the Line of
Credit and it will take such steps as required to pay off the
outstanding balance under the Line of Credit by December 31, 2000.
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2.3 Shareholder's Representations and Warranties
The Shareholders represent and warrant to Delta, as representations and
warranties upon which Delta has relied in entering into this Agreement, which
will be true at the Closing Date, and which will survive the execution hereof,
that:
(a) the authorized capital of Matridigm consists of 100 common shares with
a par value of Cdn$1.00 per common share of which 100 common shares
are validly issued, fully-paid and non-assessable;
(b) no finder's fees, commissions or financial service fees of any type
whatsoever are payable by Matridigm in connection with transactions
contemplated by this Agreement;
(c) the financial statements of Matridigm for the fiscal period ended
December 31, 1998 and the interim period ended December 31, 1999
attached hereto as Schedule "E" and Schedule "F" delivered to the
Shareholders present fairly, in all material respects, the financial
position of Matridigm as at December 31, 1998 and December 31, 1999
the results of operations and the changes in financial position for
those periods in accordance with Canadian generally accepted
accounting principles applied on a consistent basis and do not omit to
state any material fact that is required by generally accepted
accounting principles, or by applicable law, to be stated or reflected
therein, or which is necessary to make the statements contained
therein not misleading;
(d) since December 31, 1999, Matridigm has carried on its business in the
ordinary and normal course of the routine daily affairs of such
business. Since such date, there has been no material change in the
business, operations, affairs or conditions of Matridigm financial or
otherwise, including, without limitation, any change arising as a
result of any legislative or regulatory change, modification,
revocation, or suspension or any material license or right to do
business, fire, explosion, accident, casualty, labour trouble, flood,
drought, riot, storm, expropriation, condemnation, act of God, or
otherwise, except changes occurring in the ordinary course of the
routine daily affairs of business, which changes have not materially
adversely affected the organization, business, properties, prospects,
or financial condition of Matridigm;
(e) no order prohibiting the issue and sale of securities by Matridigm has
been issued and no proceedings for this purpose have been instituted,
are pending, or, to the knowledge of Matridigm, contemplated;
(f) this Agreement and any statement furnished to the Shareholders by
Matridigm, or on behalf of Matridigm do not contain and will not
contain an untrue statement of material fact or omit or will omit to
state a material fact or circumstance necessary to make the statements
contained herein or therein not misleading, or which may be material
in Matridigm's decision to enter into this Agreement;
(g) there are no material liabilities, contingent or otherwise, of
Matridigm which are not disclosed in Schedule "E" and Schedule "F"
attached hereto and Matrigim has not guaranteed, or agreed to
guarantee, any debt, liability or other obligation of any person, firm
or corporation;
(h) no person, has any right, agreement, or option, present or future,
contingent or absolute, or any right capable of becoming a right,
agreement or option:
(i) to require Matridigm to issue any further or other shares in its
capital or any security or other instrument convertible or
exchangeable in to shares in its
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capital, or to convert or exchange any security or other
instrument into, with or for shares in its capital;
(ii) for the issue or allotment of any of the authorized but unissued
shares in its capital;
(iii) to require Matridigm to create any additional shares in its
capital;
(iv) to require Delta to purchase, redeem, or otherwise acquire any
of the issued and outstanding shares in its capital;
(v) to require Matridigm to distribute any or all of its assets, or
to declare any dividends;
(vi) to purchase or otherwise acquire any securities of Matridigm;
(i) the Matridigm Shares (as hereinafter defined) to be transferred to
Delta pursuant to the provisions of section 3, when transferred, will
be validly issued as fully paid and non-assessable;
(j) Matridigm has the corporate power to own the assets owned by it and to
carry out the business carried on by it and is duly registered and
qualified to carry on business in the jurisdiction in which it carries
on;
(k) Matridigm is not indebted to any affiliate or director or officer of
Matridigm or any other party other than is set out in the financial
statements attached hereto as Schedule "E" and Schedule "F";
(l) no dividends or other distribution of any shares in the capital of
Matridigm have been made, declared or authorized since December 31,
1999;
(m) there is no basis for and there are no actions, suits, judgments,
investigations or proceedings outstanding or pending or to the
knowledge of Matridigm threatened against or affecting Matridigm at
law or in equity or before or by any governmental agency or authority
having jurisdiction;
(n) Matridigm is not in breach of any laws, ordinances, statutes,
regulations, by-laws, orders or decrees to which it is subject or
which apply to it;
(o) all taxes, assessments, levies and other amounts which Matridigm is
required by law to pay, withhold or collect, will have been duly paid,
withheld or collected before the Closing Date; provided, however, that
none of the foregoing need be paid while the same is being contested
in good faith by appropriate proceedings diligently conducted;
(p) no director of Matridigm is indebted or under obligation to Matridigm
on any account whatsoever;
(q) all material transactions of Matridigm have been promptly and properly
recorded or filed in or with its respective books and records. The
minute books of Matridigm contain all material records of the meetings
and proceedings of shareholders and directors thereof;
(r) the performance of this Agreement will not be in violation of the
constating documents of Matridigm or of any agreement to which
Matridigm is a party and will not give any
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person or company any right to terminate or cancel any agreement or
any right enjoyed by Matridigm and will not result in the creation or
imposition of any lien, encumbrance or restriction of any nature
whatsoever in favour of a third party upon or against the assets of
Matridigm;
(s) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ are the
legal owners of the following common shares of Matridigm, of which
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇ each hold 2.5 common shares in trust
for ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇:
Name # of Shares
---- -----------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 45
▇▇▇▇▇▇▇ ▇▇▇▇ 45
▇▇▇▇▇ ▇▇▇▇▇▇ 5
▇▇▇▇▇ ▇▇▇▇ 5
(t) the Matridigm Shares are free and clear of all liens, charges and
encumbrances and no third party has a right to acquire any of the
Matridigm Shares;
(u) the Shareholders are aware that Delta has recently completed private
placements of 300,000 shares of Delta.
2.4 The representations, warranties, covenants and agreements by each of the
parties contained in this Agreement or any certificates or documents delivered
pursuant to the provisions hereof or in connection with the transaction
contemplated hereby shall be true at and as of the date of Closing of this
Agreement as though such representations and warranties were made at and as of
such time. Notwithstanding any investigations or inquiries made by a party prior
to the execution of this Agreement or the waiver of any condition by such party,
the representations, warranties, covenants and agreements of the other party
shall survive the execution and Closing of this Agreement and notwithstanding
the share exchange herein provided for, shall continue in full force and effect.
2.5 The representations and warranties hereinbefore set out are conditions on
which the parties have relied in entering into this Agreement and will survive
the Exchange of Interests, and each of Delta and the Shareholders will indemnify
and save the other harmless from all loss, damage, costs, actions and suits
arising out of or in connection with any breach of any representation, warranty,
covenant, agreement or condition made by Delta or the Shareholders, as the case
may be, and contained in this Agreement.
3. EXCHANGE OF INTERESTS
3.1 Upon and subject to the terms and conditions of this Agreement, the
Sharholders hereby agree to exchange all their right, title and interest in and
to the Matridigm Shares for five hundred thousand (500,000) common shares of
Delta and 490,000 Warrants (the "Exchanged Securities") which will be subject to
the restrictions provided for by the 1933 Act to be allocated as follows:
Shares Warrants
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 212,500 200,000
▇▇▇▇▇▇▇ ▇▇▇▇ 212,500 200,000
▇▇▇▇▇ ▇▇▇▇▇▇ 25,000
▇▇▇▇▇ ▇▇▇▇ 25,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 25,000 90,000
3.2 The Shareholders acknowledge that they may be required to execute and
deliver such other documents as may reasonably be requested by Delta in order to
obtain necessary regulatory approval of the transactions herein contemplated and
the Shareholders hereby agrees to execute and deliver any and
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all such documents forthwith at such request of Delta provided that such
documents. Likewise, once such regulatory approvals have been granted, the
Shareholders acknowledge that they will be required to execute and deliver such
other documents as may reasonably be requested by Delta in order to effectuate
and consummate the Exchange of Interests according to US or Canadian legal
requirements and the Shareholders hereby agrees to execute and deliver and to
cause to execute and deliver any and all such other documents forthwith at such
request of Delta.
3.3 The Shareholders acknowledge that the Exchanged Securities to be allotted
and issued to their hereunder pursuant to exemptions from the registration and
prospectus requirements of the Act and the 1933 Act, and acknowledge, confirm to
and covenant with Delta that:
(a) they will comply with all requirements of applicable securities
legislation in connection with the issuance to it of the Exchanged
Securities and the resale of the Exchanged Securities; and
(b) they are not entering into this Agreement as result of any material
information about the affairs of Delta that, to its knowledge, has not
been publicly disclosed.
4. PAYMENT TO MATRIDIGM
4.1 Delta shall, on Closing, pay Cdn$100,000 to the Shareholders as follows:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ $42,500
▇▇▇▇▇▇▇ ▇▇▇▇ $42,500
▇▇▇▇▇ ▇▇▇▇▇▇ $ 5,000
▇▇▇▇▇ ▇▇▇▇ $ 5,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $ 5,000
5. DIRECTORSHIPS
5.1 On the Closing Date or as soon thereafter as possible ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ will be
appointed to the Board of Directors of Delta and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ will be
appointed to the Board of Directors of Matridigm.
6. EMPLOYMENT AGREEMENTS
6.1 Delta shall, on or before Closing, enter into employment agreements with its
key employees and Matridigm's key employees (the "Employment Agreements") in the
form attached hereto as Schedule "G" and Schedule "H" and proposes to enter into
an employment agreement with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ on the terms referred to in
Schedule "I".
7. SURVIVAL OF REPRESENTATIONS AND WARRANTIES
7.1 The representations and warranties of Delta, Matridigm and the Shareholders
contained in this Agreement shall survive the Closing of the transactions
contemplated hereby, and not withstanding such Closing and regardless of any
investigation by or on behalf of any of the parties with respect thereto, shall
continue in full force and effect for the benefit of the parties.
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8. CONDITIONS TO DELTA'S OBLIGATIONS
The obligation of Delta to complete the transactions contemplated hereby is
subject to satisfaction or waiver prior to Closing of the following conditions
which are for the exclusive benefit of Delta.
(a) the representations and warranties of the other parties hereto shall
be true at the time of Closing;
(b) all the terms, covenants and conditions in this Agreement to be
complied with or performed by any other party hereto at or before the
Closing, shall have been complied with or performed;
(c) completion of a satisfactory due diligence review of Matridigm and
Matridigm's financial condition and operations, by Delta, its
professional advisors;
(d) receipt from the Shareholders of all of the Matridigm Shares duly
executed for transfer to Delta; and
(e) receipt of the duly executed Employment Agreement.
9. CONDITIONS TO OBLIGATIONS OF THE SHAREHOLDERS
The obligations of the Shareholders to complete the transactions contemplated
hereby are subject to satisfaction or waiver on or before Closing of the
following conditions which are for their exclusive benefit:
(a) the representations and warranties of the other parties hereto
shall be true at the time of Closing;
(b) all the terms, covenants and conditions in this Agreement to be
complied with or performed by any other party hereto at or before
the Closing, shall have been complied with or performed;
(c) completion of a satisfactory due diligence review of Delta's
financial condition and operations, by the Shareholders;
(d) the issuance of the Exchanged Securities of Delta to the
Shareholders in accordance with paragraph 3;
(e) appointment of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ to the Board of Directors of Delta.
10. CLOSING
The Closing of the transactions contemplated hereby will take place as soon as
reasonably possible at a time and place to be agreed upon by the parties hereto,
but in any event on or before April 6, 2000, unless otherwise agreed by all the
parties.
11. CLOSING DELIVERIES
At the Closing, the parties hereto will make the deliveries shown below:
(a) Delta will deliver:
(i) Cdn$100,000;
(ii) certificates representing the Exchanged Securities;
(iii) confirmation of the appointment of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ to the
Board of Directors of Delta;
(b) the Shareholders will deliver:
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(i) share certificates representing the Matridigm Shares duly
signed off or accompanied by instruments of transfer;
(ii) consent resolutions of the directors of Matridigm approving
the transfer of the Matridigm Shares to the Delta;
(iii) new share certificates representing the Matridigm Shares
registered in the name of Delta.
12. ASSIGNMENT
This Agreement shall not be assignable by either party without the prior written
consent of the other and any attempt to assign the rights, duties or obligations
hereunder without such consent shall be of no effect.
13. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original but all of which together shall constitute one
and the same document.
14. ENTIRE AGREEMENT
The provisions herein contained constitute the entire agreement between the
parties and supersede all previous communications, representations, and
agreements whether verbal or written between the parties with respect to the
subject matter hereof.
15. ENUREMENT
This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective permitted assigns.
16. FURTHER ASSURANCES
Each of the parties hereto hereby covenants and agrees to execute such further
and other documents and instruments and to do such further and other things as
may be necessary to implement and carry out the intent of this Agreement.
17. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of
Delaware which shall be deemed to be the proper law hereof. The Courts of
Delaware shall have jurisdiction (but not exclusive jurisdiction) to entertain
and determine all disputes and claims, whether for specific performance,
injunction, declaration or otherwise howsoever both at law and in equity,
arising out of or in any way connected with the construction, breach, or
alleged, threatened or anticipated breach of this Agreement and shall have
jurisdiction to hear and determine all questions as to the validity, existence
or enforceability thereof.
18. MODIFICATION
This Agreement may not be modified or amended except by an instrument in writing
signed by the parties hereto or by their successors or assigns.
12
19. SEVERABILITY
Should any part of this Agreement be declared or held invalid for any reason,
such invalidity shall not affect the validity of the remainder which shall
continue in force and effect and be construed as if this Agreement had been
executed without the invalid portion and it is hereby declared the intention of
the parties hereto that this Agreement would have been executed without
reference to any portion which may, for any reason, be hereafter declared or
held invalid.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the 13th day of April, 2000.
DELTA CAPITAL TECHNOLOGIES INC.
Per:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Authorized Signatory
THE MATRIDIGM CORPORATION
Per:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Authorized Signatory
THE SHAREHOLDERS OF MATRIDIGM CORPORATION:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Listed below are the Schedules to the Exchange Agreement which have not been
included in this document. These schedules will be furnished supplementally to
the Commission upon request:
Schedule Description
A Assets of Matridigm
B Delta's 10SB filing with the Securities and Exchange
Commission including financial Statements up to and
including September 30, 1999
C Financial Statements of Delta for the fiscal period ended December 31, 1999
D Delta's outstanding stock options as at January 1, 2000
E Financial Statements of Matridigm for the fiscal period ended December 31, 1998
F Financial statements of Matridigm for the fiscal period ended December 31, 1999
G Employment Agreement between Delta and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
H Employment Agreement between Delta and ▇▇▇▇▇▇▇ ▇▇▇▇
I Employment Agreement memo outlining the proposed terms of an Employment Agreement
between Delta and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
