THIS AGREEMENT made this 10 day of November, A.D. 1994.
BETWEEN:
GENETICS LIMITED,
OF THE FIRST PART,
- and -
▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇,
OF THE SECOND PART,
- and -
▇▇▇▇▇▇▇ INVESTMENTS LTD.,
OF THE THIRD PART.
SHARE PURCHASE AGREEMENT
WHEREAS ▇▇▇▇▇▇▇ Investments Ltd. formed under the laws of the Province of
Alberta, is a junior capital pool corporation as defined in the Alberta
Securities Commission Policy 4.11;
AND WHEREAS ▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ and
▇▇▇▇▇ ▇. ▇▇▇▇▇ are the directors of the Corporation and the holders of rights
under a Stock Option Plan of the Corporation to acquire NINETY ONE THOUSAND SIX
HUNDRED (91,600) additional shares each for a total of FOUR HUNDRED AND FIFTY
EIGHT THOUSAND (458,000) shares of the Corporation;
AND WHEREAS Genetics Limited may wish to acquire the Option Shares of the
Vendors in the Corporation;
AND WHEREAS by Letter of Intent the Vendors agreed to transfer the Option Shares
if acquired to Edgewell Limited and Talgarth Limited;
NOW THEREFORE WITNESSETH that in consideration of the sum of ONE ($1.00) DOLLAR
paid herewith and of the mutual covenants and agreements herein contained, and
in consideration of the purchase of the shares of the Vendors in the Corporation
by Edgewell Limited and Talgarth Limited by agreement of concurrent date, the
parties hereto covenant and agree as follows:
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ARTICLE 1 -- DEFINED TERMS
1.1 In the within Agreement:
(a) "Agreement" means this instrument and all schedules hereto;
(b) "Closing Date" means that date TEN (10) days following the exercise of
the rights of the Vendors under the Stock Option Plan;
(c) "Corporation" means ▇▇▇▇▇▇▇ Investments Ltd.;
(d) "Encumbrances" means any and all liens, charges, encumbrances,
hypothecations, pledges, mortgages or adverse claims whatsoever;
(e) "Major Transaction" means the agreement for the purchase of the shares
of Classic Portraits and Design Ltd. by the Corporation;
(f) "Option Shares" means all those issued Shares of the Corporation owned
by the Vendors and issued pursuant to the rights of the Vendors in the
Stock Option Plan of the Corporation all as more particularly set out
in the second recital hereto;
(g) "Purchaser" means Genetics Limited being a corporation of ▇▇. ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇;
(h) "Share Sale Agreement" means that Share Sale Agreement between the
Vendors and Edgewell Limited and Talgarth Limited, and ▇▇▇▇▇▇▇
Investments Ltd. respecting the sale of the Shares of the Corporation,
the said agreement dated concurrent herewith;
(i) "Shares" means all those issued Shares of the Corporation owned by the
Vendors and agreed to be purchased and sold herein as set out in the
second recital hereto;
(j) "Stock Option Plan" means that stock option plan of the Corporation
adopted November 25, 1993;
(k) "Vendors" mean collectively ▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇.
1.2 All monetary figures and obligations contained in this Agreement shall
refer and be deemed to be in Canadian Dollars
ARTICLE 2 -- SCHEDULES
2.1 The following are the Schedules attached to and in this Agreement by
reference and deemed to be a part hereof:
NIL
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ARTICLE 3 -- PURCHASE OF SHARES
3.1 The Vendors hereby grant to the Purchaser the irrevocable right to purchase
the Option Shares at the price herein set out, subject to the terms and
provisions of this Agreement.
3.2 The Option Shares shall be purchased by the Purchaser upon the acquisition
of the Option Shares by the Vendors pursuant to the terms of the Stock Option
Plan.
3.3 The Vendors hereby agree that they shall not exercise their option to
acquire any or all of the Option Shares of the Corporation as provided in the
Stock Option Plan without receiving the request and notice from the Purchaser
requiring them to acquire all or part of the Option Shares available to them
under the said Stock Option Plan. Upon receiving notice from the Purchaser to
the Vendors to acquire all or part of the Option Shares under the Stock Option
Plan, the Vendors shall immediately exercise such rights and upon the giving of
the said notice by the Purchaser, the agreement for the purchase and sale of the
Option Shares shall be concluded in accordance herewith.
3.4 The Purchaser acknowledges that if the Vendors fail to exercise their option
rights within the time limits for such exercise as set out in the Stock Option
Plan the option rights granted under the Stock Option Plan in their favour shall
cease and determine.
ARTICLE 4 -- PAYMENT OF PURCHASE PRICE
4.1 In the event of the acquisition of the Option Shares as set out, the
Purchase Price payable to the Vendors for the Option Shares shall be the market
value of each share of the Corporation established by the Alberta Stock Exchange
effective on the date of the acquisition of the Option Shares by the Vendors
from the Corporation pursuant to the Stock Option Plan. The Purchase Price shall
be paid in full on the Closing Date.
ARTICLE 5 -- REPRESENTATIONS AND WARRANTIES
5.1 The Vendors represent and warrant to the Purchaser as follows (the Vendors
acknowledging that the Purchaser is relying upon such representations and
warranties):
(a) That the Corporation has been duly incorporated under the laws of the
Province of Alberta and is in good standing with the Registrar of
Corporations for the Province of Alberta, the Alberta Securities
Commission and the Alberta Stock Exchange, and all other offices where
registration of documentation is required on behalf of the
Corporation;
(b) That the corporate books, records and documents of the Corporation
have been fully and duly kept and maintained and contain a complete
and accurate record of any and all material matters and proceedings of
all shareholders and the Board of Directors and in accordance with
good and usual business practice;
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(c) That the Option Shares being sold pursuant to the terms and conditions
of this Agreement are and will be on the Closing Date of this
Agreement free and clear of all liens, charges, and encumbrances
whatsoever;
(d) That all information and statements made and provided in the
Information Circular prepared for distribution to the shareholders of
the Corporation respecting the requirements of the Alberta Stock
Exchange for the purposes of the approval of the Corporation's Major
Transaction are accurate, true and complete in all respects as may be
material to the affairs of the Corporation and to the shareholders in
providing their approval for the said Major Transaction;
(e) That all information and statements made and provided in the
Prospectus of the Corporation dated March 4, 1994, is accurate, true
and complete in all material respects;
(f) That each and every of the warranties provided hereunder shall be true
and applicable on and as of the Closing Date.
ARTICLE 6 - CLOSING REQUIREMENTS
6.1. The obligations of the Purchaser to purchase and pay the Purchase Price of
the Option Shares in this Agreement provided shall be subject to the accuracy of
the representations, warranties and covenants contained in this Agreement at the
Closing Date as if made at the Closing Date and to the satisfaction or
fulfillment of the following additional conditions:
(a) There shall be delivered to the Purchaser at the Closing Date all
share certificates evidencing the Option Shares as fully and properly
endorsed to the Purchaser as herein set out;
(b) Each of the parties shall execute such further affidavits, documents,
minutes, transfers, covenants and agreements and do such further acts,
deeds and things as may be requisite to give full force and effect to
the terms of the within Agreement and completely divest the Vendors
from any interest whatsoever in the Option Shares.
ARTICLE 7 -- SURVIVAL OF REPRESENTATIONS
7.1 The representations and warranties contained in this Agreement shall survive
the purchase and sale of the Option Shares herein provided for and any
investigations by the Purchaser, and the transfer of the Option Shares, and
shall remain in full force and effect for the benefit of the Purchaser; PROVIDED
HOWEVER, that no claim with respect to the said representations and warranties
shall be made by the Purchaser unless written notice thereof has been given to
the Vendors prior to the expiry of four years from the Closing Date.
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-5-
ARTICLE 8 -- INDEMNITY
8.1 The Vendors covenant and agree to indemnify and save harmless the Purchaser
from and against any and all claims, causes of action, demands, liability,
expenses, costs and charges in respect of the inaccuracy, incompleteness, breach
or default of any of the representations and warranties of the Vendors contained
herein.
ARTICLE 9 -- NOTICES
9.1 Any notice or waiver or other documents required or permitted to be given to
any of the parties herein shall be in writing and be given by mailing the same,
postage paid, or delivering the same to that party at their addresses as
hereinafter specified:
(a) With respect to the Vendors, ▇/▇ ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ Place,
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇;
(b) With respect to the Purchaser, ▇/▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ Place, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇, Attention: W. ▇▇▇▇▇▇ ▇▇▇▇▇▇;
(c) With respect to the Corporation, c/o ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Barrister and
Solicitor, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ - ▇▇▇ ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇.
9.2 Any notice or waiver or direction or other document aforesaid, if delivered,
shall be deemed to have been given on the date it was delivered and if mailed,
shall be deemed to have been given on the third business day following the date
upon which it was mailed.
ARTICLE 10 -- TIME OF ESSENCE
10.1 Time is of the essence of the within Agreement.
ARTICLE 11 -- COUNTERPARTS
11.1 This Agreement may be executed by the parties in counterpart.
ARTICLE 12 -- APPLICABLE LAW
12.1 The validity and interpretation of this Agreement and of each clause or
part thereof shall be governed by the laws of the Province of Alberta.
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ARTICLE 13 -- ENUREMENT
13.1 This Agreement shall enure to the benefit of and be binding upon the
parties hereto, their respective heirs, executors, administrators, successors,
and assigns.
IN WITNESS WHEREOF the parties have hereunto set their hands and seals or
affixed their corporate seals duly attested by the proper officers authorized in
that behalf as of the day and year first above written.
GENETICS LIMITED
PER: /s/ [ILLEGIBLE]
----------------------------
Secretary
PER: /s/ [ILLEGIBLE]
----------------------------
Authorised Signatory
SIGNED SEALED AND DELIVERED)
in the presence of:
/s/ [ILLEGIBLE] /s/ ▇▇▇▇ ▇. ▇▇▇▇
---------------------------------- ----------------------------------
WITNESS ▇▇▇▇ ▇. ▇▇▇▇
/s/ [ILLEGIBLE] /s/ Case ▇. ▇'▇▇▇▇▇
---------------------------------- ----------------------------------
WITNESS ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
/s/ [ILLEGIBLE] /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------- ----------------------------------
WITNESS ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
/s/ [ILLEGIBLE] /s/ ▇▇▇▇▇ ▇▇
---------------------------------- ----------------------------------
WITNESS ▇▇▇▇▇ ▇▇
/s/ [ILLEGIBLE] /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------- ----------------------------------
WITNESS ▇▇▇▇▇ ▇. ▇▇▇▇▇
GENETICS LIMITED
PER: /s/ [ILLEGIBLE]
----------------------------
PER: /s/ [ILLEGIBLE]
----------------------------
(corporate seal)
E-542
Minutes
GENETICS LIMITED
MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF THE
COMPANY HELD AT ▇▇▇▇▇▇▇ HOUSE, ▇▇▇ ▇▇▇▇▇▇▇ PLACE. ST ▇▇▇▇▇
PORT. GUERNSEY ON 10 NOVEMBER 1994
PRESENT ▇▇ ▇ ▇ ▇▇▇▇▇▇
▇▇ ▇ ▇ ▇▇▇▇▇
CHAIRMAN ▇▇ ▇ ▇ ▇▇▇▇▇ was elected to the Chair
MINUTES The Minutes of the previous Meeting had been circulated,
approved and signed
QUORUM The Chairman confirmed a quorum and declared the Meeting
open
SHARE PURCHASE
AGREEMENT The Chairman tabled to the Meeting a Share Purchase
Agreement (the Agreement) to be entered into between the
Company, ▇ ▇ ▇▇▇▇, ▇ ▇ ▇'▇▇▇▇▇, ▇ ▇ ▇▇▇▇▇▇▇▇▇, D Ng and R N
Grimby (the Vendors), and ▇▇▇▇▇▇▇ Investments Limited
(▇▇▇▇▇▇▇) whereby the Vendors are the directors of ▇▇▇▇▇▇▇
and the holders of rights under a Stock Option Plan of
▇▇▇▇▇▇▇ to acquire 91,600 additional shares each in ▇▇▇▇▇▇▇
(total 458,000), and whereby the Company may wish to acquire
the Option Shares of the Vendors in ▇▇▇▇▇▇▇; and whereby in
a Letter of Intent the Vendors agreed to transfer the Option
Shares if acquired to Edgewell Limited and Talgarth Limited.
After due consideration and on a motion proposed and duly
seconded, IT WAS RESOLVED that the company accept the terms
and conditions of the Agreement and that IT WAS FURTHER
RESOLVED that the Common Seal of the Company be affixed to
the document and that ▇ ▇ ▇▇▇▇▇ as Director and I D Rouget
as Authorised Signatory of Fidsec Limited, Corporate
Secretary, be authorised to sign the said Agreement.
ANY
OTHER BUSINESS There being no further business the Meeting was declared
closed.
/s/ R
-----------------------------
CHAIRMAN
E-543
