EXHIBIT 2.2
SHARE PURCHASE AGREEMENT
THIS AGREEMENT is made this 13th day of January, 1997 among XXXXXX X. XXXXX,
and XXXX XXXXX his wife, both residing at 163 Woodcreek Drive, Safety Harbor, in
the Xxxxx xx Xxxxxxx 00000, Xxxxxx Xxxxxx of America, together hereinafter
referred to as "Selling Shareholders" (which expression shall unless repugnant
to the context or meaning thereof, be deemed to include their successors and
assigns) of the one Part; and
INFORMATION MANAGEMENT RESOURCES, INC., a company registered in the State of
Florida, United States of America, having its principal office at 00000 X.X.
Xxxxxxx 00 Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000-0000, XXX hereinafter
referred to as "IMR-US" (which expression shall unless repugnant to the context
or meaning thereof, be deemed to include its successors and assigns) of the
other Part;
WHEREAS, The Selling Shareholders are the owners, beneficially and of record, of
Two Hundred and Ten (210) "A" ordinary shares (hereinafter called "the Shares"),
of Information Management Resources (UK) Limited a company incorporated on
October 2, 1992 as a private company limited by shares and registered in England
under the Companies Acts with number 2752876; and
WHEREAS IMR-US desires to acquire the Shares and the Selling Shareholders
desire to sell such Shares to IMR-US for the consideration and subject to the
terms and conditions as stated in this Agreement.
NOW, THEREFORE, in consideration of the premises and the respective agreements
hereinafter set forth, IMR-US and the Selling Shareholders agree as follows:
1. The Selling Shareholders shall sell the Shares to IMR-US and IMR-US shall
purchase the Shares for a consideration of Five hundred twenty thousand
dollars (US $520,000.00) subject to and conditional on the terms hereof.
2. This Agreement is subject to and conditional upon the completion by IMR-US
(through its wholly owned subsidiry Genepad Limited) of its acquisition
(hereinafter "the Link Acquisition") of Link Group Holdings Limited
pursuant to an Agreement of even date herewith between P. F. Shiperlee,
Esq. and Mrs. S. F. Shiperlee(1), Genepad Limited (2) and IMR - US (3).
3. Closing or completion of the sale and purchase of the Shares shall be
effective January 8, 1997 and shall take place on a date ("the Closing
Date") concurrently with completion of the Link Acquisition.
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4. On the Closing Date, IMR-US shall pay the Selling Shareholders by wire
transfer or Bankers Draft the sum of Five hundred twenty thousand dollars
(US $520,000.00) less withholding taxes if any, in exchange for:
4.1 all certificates representing the Shares,
4.2 properly executed transfers of the Shares in favor of IMR-US or such
other persons as IMR-US shall direct,
4.3 such waivers of pre-emptive rights, consents to transfer or other
documents as are required to enable IMR-US or its nominee to be registered
as the holder of the Shares;
4.4 irrevocable powers of attorney (in the approved terms) executed by
each of the holders of the Shares in favour of IMR-US or its nominee(s) to
enable IMR-US (pending registration of the transfers of such shares) to
exercise all voting and other rights attaching to such shares and to
appoint proxies for this purpose; and
4.5 such other documents (including any power of attorney under which any
document required to be delivered under this Agreement has been executed
and any waivers or consents) as IMR-US may require to enable IMR-US or its
nominee to be registered as the holder of the Shares;
5. IMR-US represents and warrants to the Selling Shareholders that it has full
power and authority to execute, deliver, and carry out the terms of this
Agreement.
6. The Selling Shareholders jointly and severally represent and warrant to
IMR-US that as of the date hereof the Selling Shareholders have the
unrestricted power and the unqualified right to sell, assign, and deliver
to IMR-US a good, valid, and marketable title to the Shares, free and clear
of any liens, claims, encumbrances and equitable rights.
7. This Agreement shall be governed by and construed in accordance with
English law and each of the parties hereto submits to the non-exclusive
jurisdiction of the English Courts.
IN WITNESS WHEREOF the Parties have caused this Agreement to be executed the day
and year first herein above mentioned.
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INFORMATION MANAGEMENT
RESOURCES, INC.
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx, Vice President - General Counsel
/s/ Xxxxxx X. Xxxxx
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XXXXXX X. XXXXX
/s/ Xxxx Xxxxx
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XXXX XXXXX
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