SHARE TRANSFER AGREEMENT
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This Agreement dated effective as of the 10th day of December, 2002.
BETWEEN:
NAME OF TRANSFEROR: XXXX XXXXXXXX
ADDRESS OF TRANSFEROR: 0000 Xxxx 00xx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
(the "Transferor")
OF THE FIRST PART
AND:
NAME OF TRANSFEREE: MEDIVERSE INTERNATIONAL, INC.
ADDRESS OF TRANSFEREE: Xxxxx 000, 00 X. Xxxxxxxx Xxxx.
Xxxxxxx, XX 00000
(the "Transferee")
OF THE SECOND PART
THIS AGREEMENT WITNESSES THAT in consideration of the payment of $100, 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 1,000,000 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
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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
(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;
(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 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: 1,000,000 Shares of Common Stock
TRANSFEROR
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/s/ Xxxx Xxxxxxxx
SIGNATURE OF TRANSFEROR: ____________________________
NAME OF TRANSFEROR: XXXX XXXXXXXX
TRANSFEREE(S)
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/s/ Xxxxx Xxx its President
SIGNATURE OF TRANSFEREE: ____________________________
NAME OF TRANSFEREE: MEDIVERSE INTERNATIONAL, INC.
