SHARE TRANSFER AGREEMENT
------------------------
This Agreement dated effective as of the 4th day of July, 2002.
BETWEEN:
NAME OF TRANSFEROR: XXXXXX XXXXX
ADDRESS OF TRANSFEROR: #00 - 0000 XXXXXXX XXXXX
XXXXXXXXX, XX X0X 0X0
(the "Transferor")
OF THE FIRST PART
AND:
NAME(S) OF TRANSFEREE(S): XXXX XXXXXXXX
ADDRESS(ES) OF TRANSFEREE(S): 0000 XXXX 00XX XXXXXX
XXXXXXXXX, XX X0X 0X0
(the "Transferee or Transferees")
OF THE SECOND PART
THIS AGREEMENT WITNESSES THAT in consideration of the payment of $0.0042 US per
share, for an aggregate purchase price of $42,000 US, and other good and
valuable consideration, by the Transferee to the Transferor, the receipt and
sufficiency of which is acknowledged, and in reliance of the representations and
warranties of the Transferee, the Transferor hereby sells, assigns and transfers
to the Transferee an aggregate of up to 10,000,000 shares of common stock of
BALSAM VENTURES, INC. (the "Company") (the "Shares") free and clear of all
liens, charges and encumbrances. The Transferee acknowledges and agrees that
the Shares are restricted shares, as contemplated under the United States
Securities Act of 1933 (the "1933 Act") which have been issued to the Transferor
pursuant to Section 4(2) of the 1933 Act without registration and that all share
certificates representing the Shares will be endorsed with the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY
NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE
REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH
REGISTRATION."
The Transferee represents and warrants to the Transferor that:
(1) The Transferee is acquiring the Shares for his own account for investment
purposes, with no present intention of dividing interest with others or
reselling or otherwise disposing of any or all of the Shares;
(2) The Transferee does not intend any sale of the Shares either currently or
after the passage of a fixed or determinable period of time or upon the
occurrence or nonoccurrence of any predetermined event or circumstance;
(3) The Transferee has no present or contemplated agreement providing for the
sale or other disposition of the Shares;
-2-
(4) The Transferee is not aware of any circumstance presently in existence
which is likely in the future to prompt a sale or other disposition of the
Shares; and
(5) The Transferee possesses the financial and business experience to make an
informed decision to acquire the Shares and has had access to all
information relating to the Company and its business operations which would
be necessary to make an informed decision to purchase the Shares.
The Transferor will resign as President of the Company and appoint the
Transferee as President on execution of this Agreement and will resign as a
director of the Company and appoint the Transferee as a director of the Company
on July 18, 2002 or such later date as required to enable the Company to comply
with Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1
thereunder.
The Transferor and the Transferee confirm that Cane O'Xxxxx Xxxxxx, LLC has
prepared this agreement acting as legal counsel for the Company only, that
neither Cane O'Xxxxx Xxxxxx, LLC nor its affiliate X'Xxxxx & Company have acted
for the Transferor or the Transferee and that the Transferor and the Transferee
have each been advised to seek independent legal advice.
This Agreement may be executed in several parts in the same form and such parts
as so executed shall together constitute one original agreement, and such parts,
if more than one, shall be read together and construed as if all the signing
parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date of this Agreement.
NUMBER OF SHARES TRANSFERRED: 10,000,000 Shares of Common Stock
TRANSFEROR
----------
/s/ Xxxxxx Xxxxx
SIGNATURE OF TRANSFEROR: ____________________________
NAME OF TRANSFEROR: XXXXXX XXXXX
TRANSFEREE(S)
-------------
/s/ Xxxx Xxxxxxxx
SIGNATURE OF TRANSFEREE: ____________________________
NAME OF TRANSFEREE: XXXX XXXXXXXX
