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SHARE PURCHASE AGREEMENT
THIS AGREEMENT made the 18 day of October, 1999,
BETWEEN:
XXXXXXX XXXXXXXX,
of the City of Baie D'Urfe, in the Province of Quebec
(hereinafter called "Xxxxxxx")
XXXX XXXXXXXX,
of the City of Baie D'Urfe, in the Province of Quebec
(hereinafter called "Xxxx")
XXXXX AND XXXXXX INTERNATIONAL INC.,
a corporation incorporated under the laws of Canada
(hereinafter called "FNII")
(Xxxxxxx, Xxxx and FNII, being hereinafter collectively called the
"Vendors")
OF THE FIRST PART,
- and -
INTERNATIONAL MENU SOLUTIONS INC.,
a corporation incorporated under the laws of the Province of
Ontario,
(hereinafter called the "Purchaser")
OF THE SECOND PART,
- and -
INTERNATIONAL MENU SOLUTIONS CORPORATION,
a corporation incorporated under the laws of the State of Nevada
(hereinafter called "IMSC")
OF THE THIRD PART.
WHEREAS the Purchaser wishes to acquire all of the issued and outstanding
shares of The Ultimate Cookie Company, Inc. (herein called the "Corporation");
WHEREAS Xxxxxxx is the owner of 600 Class B shares of the Corporation and
369,723 Class C shares of the Corporation (collectively, the "Xxxxxxx Shares");
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AND WHEREAS Xxxx is the owner of 341,316 Class G shares of the Corporation
(the "Xxxx Shares");
AND WHEREAS FNII is the owner of 515.75 Class A shares in the capital of
the Corporation (the "FNII Shares");
AND WHEREAS the Purchaser wishes to purchase the Xxxxxxx Shares, the Xxxx
Shares and the FNII Shares, being all of the issued and outstanding shares in
the capital of the Corporation.
THIS AGREEMENT WITNESS THAT in consideration of the respective covenants,
agreements, representations, warranties and indemnities herein contained and for
other good and valuable consideration (the receipt and sufficiency of which are
acknowledged by each party,) the parties covenant and agree as follows:
ARTICLE I
INTERPRETATION
1.01 Defined Terms
All capitalized terms used in this Agreement and not defined above shall have
meanings set forth in Schedule A to this Agreement.
1.02 Currency
Unless otherwise indicated, all dollar amounts referred to in this
Agreement are expressed in Canadian funds.
1.03 Sections and Headings
The division of this Agreement into sections and the insertion of headings
are for convenience of reference only and shall not affect the interpretation of
this Agreement. Unless otherwise indicated, any reference in this Agreement to a
section or a Schedule refers to the specified section of or Schedule to this
Agreement.
1.04 Number, Gender and Persons
In this Agreement, words importing the singular number only shall include
the plural and vice versa, words importing gender shall include all genders and
words importing persons shall include individuals, corporations, partnerships,
associations, trusts, unincorporated organizations, governmental bodies and
other legal or business entities.
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1.05 Accounting Principles
Any reference in this Agreement to "generally accepted accounting
principles" refers to generally accepted accounting principles as approved from
time to time by the Canadian Institute of Chartered Accountants or any successor
institute.
1.06 Entire Agreement
This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior agreements,
understandings, negotiations and discussions, whether written or oral, including
the letter of intent dated June 25, 1999 and accepted on June 29,1999 among the
Purchaser, IMSC, Tasty Selections Inc., Xxxxxxx, Xxxx and 2905710 Canada Inc.
There are no conditions, covenants, agreements, representations, warranties or
other provisions, express or implied, collateral, statutory or otherwise,
relating to the subject matter hereof except as herein provided.
1.07 Time of Essence
Time shall be of the essence of this Agreement.
1.08 Applicable Law
This Agreement shall be constructed, interpreted and enforced in
accordance with, and the respective rights and obligations of the parties shall
be governed by, the laws of the Province of Ontario and the federal laws of
Canada applicable therein, and each party hereby irrevocably and unconditionally
submits to the non-exclusive jurisdiction of the courts of such province and all
courts competent to hear appeals therefrom.
1.09 Severability
If any provision of this Agreement is determined by a court of competent
jurisdiction to be invalid, illegal or unenforceable in any respect, such
determination shall not impair or affect the validity, legality or
enforceability of the remaining provisions hereof, and each provision hereof is
hereby declared to be separate, severable and distinct.
1.10 Successors and Assigns
This Agreement shall enure to the benefit of and shall be binding on and
enforceable by the parties and, where the context so permits, their respective
successors and permitted assigns. No party may assign any of its rights or
obligations hereunder without the prior written consent of the other parties.
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1.11 Amendment and Waivers
No amendment or waiver of any provision of this Agreement shall be binding
on any party unless consented to in writing by such party. No waiver of any
provision of this Agreement shall constitute a waiver of any other provision,
nor shall any waiver constitute a continuing waiver unless otherwise expressly
provided.
1.12 Background
Immediately prior to the date of this Agreement, the Corporation was
reorganized in accordance with Schedule 1.12 hereof.
1.13 Schedules
The following Schedules are attached to and form part of this Agreement:
Schedule A - Defined Terms
Schedule B - Representations and Warranties of the Vendors with
respect to the Corporation
Schedule C - Representations and Warranties of the Vendor
Schedule D - Representations and Warranties of the Purchaser and
IMSC
Schedule 1.12 - Corporate Reorganization
Schedule 2.03 - Allocation of Purchase Price
Schedule 4.01(i) - Form of Opinion of Vendors' Counsel
Schedule 4.01(r) - Licensed Recipes
Schedule 4.01(k) - Form of Release
Schedule 4.01(1) - Xxxxxxx Employment Agreement
Schedule 4.02(g) - Forms of Opinion of Purchaser's Counsel and U.S.
counsel to IMSC
Schedule 4.02(j) - Support Agreement
Schedule 4.02(o) - Form of Release
Schedule A1.01(d) - Annual Financial Statements
Schedule A1.01(dd) - Interim Financial Statements
Schedule A1.01(hh) - Permitted Encumbrances
Schedule B1.06 - Condition of Property and Assets
Schedule B1.08 - Location of Real Property
Schedule B1.10 - Real Property Leases
Schedule B1.11 - Inventories
Schedule B1.13 - Intellectual Property
Schedule B1.14 - Insurance Policies
Schedule B1.16 - Contracts
Schedule B1.17 - Licenses and Permits
Schedule B1.18 - Regulatory and Third Party Consents
Schedule B1.26 - Accounts and Attorneys
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Schedule B 1.27 - Directors and Officers
Schedule B 1.29 - Non-Arm's Length Transactions
Schedule B 1.31 - Employee Plans
Schedule B 1.33 - Employee Matters
Schedule B 1.35 - Major Customers
In some instances, the information called for by the Agreement may be
provided by cross-reference or other reference from one Schedule to another
Schedule. Disclosure of any agreement or other matter in the Schedules, whether
or not in response to a requirement contained in this Agreement to schedule
material matters, matters constituting a material adverse effect or matters
exceeding a specific monetary threshold, shall not be deemed to be an admission
that such agreement or other matter is or could be material, constitutes or
could constitute a material adverse effect, a material adverse change or
necessarily will exceed such threshold. In addition, disclosure of any matter in
any of the Schedules shall constitute disclosure to the Purchaser and IMSC for
all purposes with respect to the Agreement including, without limitation, the
Schedules and any agreement ancillary thereto or referred to therein.
1.14 Best of Knowledge
Any reference in this Agreement to "the best of the knowledge" of a party
or to "the knowledge" of a party will mean the actual knowledge of the party and
the knowledge which such party would have had if such party had conducted a
reasonably prudent inquiry into the relevant subject matter.
1.15 Materiality
In this Agreement, "material" when used to describe a contract, lease or
other agreement, means in the case of the Corporation, a contract, lease or
other agreement with a term in excess of six (6) months or pursuant to which one
or more payments in excess of $10,000.00 in the aggregate become due.
ARTICLE II
PURCHASE AND SALE OF PURCHASED SHARES
2.01 Purchase and Sale of Purchased Shares
Subject to the terms and conditions hereof, at the Closing Time the
Vendors covenant and agree to sell, assign and transfer to the Purchaser and the
Purchaser covenants and agrees to purchase from the Vendors, all but not less
than all of the Purchased Shares.
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2.02 Purchase Price
The aggregate purchase price payable by the Purchaser to the Vendors for
the Purchased Shares (herein called the "Purchase Price") shall be equal to the
aggregate of the following:
(a) Four (4) times the adjusted EBITDA of the Corporation for the one
(1) year period ending April 30, 2000 (herein called the "April
Amount");
and
(b) the amount being the greater of (i) 25% of the Year 2002 Amount (as
hereinafter defined), minus the April Amount, and (ii) zero, (herein
called the "December 0000 Xxxxxx");
and
(c) the actual dollar amount of any approved scientific research tax
credits for the period ending April 30th 2000.
For the purpose of the foregoing, the terms referred to above shall have the
following meanings:
(1) "Adjusted EBITDA" shall mean the earnings before interest, income taxes,
depreciation, amortization and scientific research tax credits, as
calculated in accordance with Canadian generally accepted accounting
principles and past practice, including actual management salaries and
bonuses paid. For the purpose of determining the Adjusted EBITDA, the
following shall apply:
(i) in the event that any expenses are charged to the Corporation by an
affiliate for services not reasonably required in the normal course
of the Corporation's business and past practice, such expenses shall
not be included in the Adjusted EBITDA calculations;
(ii) the $10,000.00 amount to be paid by the Corporation on account of
the Vendors legal fees shall not be included; and
(iii) the Adjusted EBITDA shall be determined based upon the financial
statements of the Corporation, either audited or reviewed, as
determined by the Purchaser. The Purchaser acknowledges that
financial statements will need to be prepared and/or audited in
connection with the closing of the transaction, at December 31, 1999
and at April 30, 2000. The Purchaser agrees that only costs of such
preparation and audit in connection with one of the foregoing
statements shall be included in the Adjusted EBITDA calculation
provided that the Purchaser shall be entitled to determine which of
the foregoing dates will be included.
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(2) "Year 0000 Xxxxxx" shall be determined (without duplication) in accordance
with the aggregate of:
(i) the amount of the net sales (net of rebates, sales discounts,
shipping, insurance, product returns, bad debts and applicable
taxes) (herein called the "Net Sales") in the year 2002, of cookie
dough or cookies by the Corporation and Tasty Selections Inc.
("TSI") or any company in the IMSI group. This amount will be
reduced by the amount of the Net Sales of cookies or dough of a
different type and style than those currently prepared by the
Corporation, provided that (1) they are prepared using recipes not
originated by or similar to the recipes of the Corporation, and (2)
neither Xxxxxxx nor any employee under his direct control was
involved in developing or promoting such sales, and
(ii) the amount of Net Sales in the year 2002 of any products sold by any
company in the IMSI group under the trademarks related to the
Corporation or any other trademarks directly or indirectly
controlled by Xxxxxxx; and
(iii) the amount of Net Sales in the year 2002 in the Province of Quebec
of TSI products (including all other bakery products of the IMSI
group), provided that in the event of an acquisition by TSI or IMSI,
products manufactured by the acquired company shall only be included
in the net sales calculation where such products are cookie products
similar to the products of the Corporation or where Xxxxxxx or any
employee under his direct control is involved in the development or
promotion of such sales; and
(iv) the amount of Net Sales in the year 2002 in the Province of Quebec
of, subject to IMSI's prior written approval, any other products of
the IMSI group other than those enumerated above that Xxxxxxx or any
employee under his direct control is involved in developing or
promoting.
2.03 Payment of Purchase Price
The Purchase Price shall be paid and satisfied partly in cash (herein
called the "Cash Amount") and partly through the issuance of Class E Series 5
Shares and Class E Series 6 Shares, in the capital of the Purchaser (herein
called the "Share Amount") to the Vendors in accordance with Schedule 2.03
hereof.
(a) The Cash Amount. A cash amount equal to the net book value of the
Corporation determined as at April 30th 2000 (herein called the "Net Book
Value") based upon the financial statements for the fiscal year ended April
30th, 2000. Such cash amount shall be payable in two parts, the first part in
the amount of $175,000.00 on closing by certified cheque, and the second part in
the amount of the Net Book Value minus $175,000.00 by certified cheque, upon
receipt of the audited financial statements for the Corporation for the fiscal
year ended April 30th, 2000.
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The said second part shall be paid by the Purchaser to the Vendors not later
than the fifteenth day following the approval of the financial statements,
audited or engagement as determined by IMSI, by the board of directors of IMSC
or the President of IMSC and in any event not later than July 31, 2000, unless
the calculation is contested by the Purchaser prior to July 31, 2000, in which
event the portion of the Net Book Value that is not contested shall be paid
within the said period and the dispute with respect to the balance shall be
arbitrated in accordance with section 2.05 hereof. In the event that the Net
Book Value is less than $175,000.00, the Vendors will not be required to repay
to the Purchaser any portion of the said $175,000.00.
(b) April Share Amount. By the delivery at the Closing Time of 250,000 Class E
Series 5 Shares registered according to the entitlements of the Vendors set out
in Schedule 2.03.
(c) December 2002 Share Amount. By the delivery at the Closing Time of 250,000
Class E Series 6 Shares registered according to the entitlements of the Vendors
set out in Schedule 2.03.
(d) Application of the Purchase Price. The Purchase Price shall be allocated in
accordance with Schedule 2.03.
(e) Issuance of Class N Shares. Upon determination of the number of IMSC Common
Shares into which the Vendors are entitled to exchange their Class E Series 5
Shares, IMSC shall issue to each of the Vendors at the time of such
determination an equivalent number of Class N Shares in the capital of IMSC
provided that the Vendors agree that at the time of conversion of Class E Series
5 Shares into IMSC Common Shares, an equivalent number of Class N Shares will be
surrendered to IMSC for cancellation by the relevant Vendor or Vendors, as
applicable.
Upon determination of the number of IMSC Common Shares into which the
Vendors are entitled to exchange their Class E Series 6 Shares, IMSC shall issue
to each of the Vendors at the time of such determination an equivalent number of
Class N Shares in the capital of IMSC provided that the Vendors agree that at
the time of conversion of Class E Series 6 Shares into common stock of JMSC, an
equivalent number of Class N Shares will be surrendered to IMSC for cancellation
by the relevant Vendor or Vendors, as applicable.
2.04 Escrow of Class E Shares
On the Closing Date, the Vendors shall enter into an escrow agreement with
the Purchaser and IMSC, in form and substance satisfactory to the Vendors and
the Purchaser, which will provide that the Class E Series 5 Shares and the Class
E Series 6 Shares received by the Vendors pursuant to section 2.03(b), including
any IMSC Common Shares received by the Vendors in accordance with the rights,
privileges, restrictions and conditions attached to such Class E Shares, shall
be held in escrow and released as follows:
(a) with respect to the Class E Series 5 Shares received pursuant to
Section 2.03(b) as follows:
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1/3 released on August 31, 2000;
1/3 released on August 31, 2001; and
1/3 released on August 31, 2002.
(b) with respect to the Class E Series 6 Shares received pursuant to
Section 2.03(c) as follows:
100% released within fifteen (15) days of April 30, 2003.
In the event that securities regulators have additional escrow requirements
relating to the Class E Series 5 Shares and Class E Series 6 Shares, the
Vendor's agree to comply with such requirements. Subject to any such additional
escrow requirements of any applicable securities regulators, the Class E Series
5 Shares and the Class E Series 6 Shares will be immediately released from
escrow in the event that Michael's Employment Agreement dated the date hereof is
terminated without cause, or a court of competent jurisdiction has finally
determined that Xxxxxxx was constructively dismissed by the Corporation and all
right of appeal has been dismissed or the time for bring such appeal has
expired.
2.05 Arbitration
Any dispute between the parties with respect to the calculation of the
Purchase Price, the Cash Amount and the Share Amount shall be submitted to
arbitration in accordance with the following provisions:
(a) the arbitrator shall be a single arbitrator in accordance with the
Arbitrations Act (Ontario) and shall be a professional accountant
who is a partner with Ernst & Young or its successor who is
appointed by mutual agreement of the parties, or in the event the
parties are unable to agree upon an arbitrator within ten (10) days
of notice given by one party to the other of a dispute, any party
may apply to a Judge of the Superior Court of Justice to appoint a
partner of Ernst & Young as the arbitrator. The arbitrator shall be
at arm's-length from the parties;
(b) the arbitrator shall be instructed that time is of the essence in
proceeding with the determination of the dispute and, in any event,
the arbitration award must be rendered within thirty (30) days of
the submission of such dispute to arbitration;
(c) the arbitration shall take place in Toronto, Ontario and all
proceedings shall be held in private to the extent that only the
parties hereto, their respective advisors and the arbitrator shall
be present;
(d) the arbitration shall be given in writing and shall be final and
binding on all parties, shall not be subject to any appeal and shall
deal with the question of costs of the arbitration and all matters
related thereto;
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(e) judgment upon the arbitration award rendered may be entered in any
Court having jurisdiction, or, application may be made to such Court
for a judicial recognition of the arbitration award or any order of
enforcement thereof, as the case may be; and
(f) the law to be applied in connection with the arbitration will be the
law applicable to this Agreement.
2.06 Subsection 85(1) Election Under the Tax Act
In connection with the sale and transfer of the Purchased Shares, the
Vendors and the Purchaser shall do, sign, execute and file at the time
prescribed all things, forms and documents necessary or desirable in order to
make joint statutory elections pursuant to the provisions of Subsection 85(1) of
the Tax Act. The Vendors and the Purchaser agree that the elected amount for the
Purchased Shares to be used in the joint statutory elections shall be such
amount as the Vendors advise, provided that if so requested by any of the
Vendors, the Purchaser will execute and file amended elections to amend any
elected amount. The costs of any such amended election shall be borne by the
Vendor or Vendors, as the case may be, which costs shall include reasonable
professional fees incurred by the Purchaser.
2.07 Vendor Legal Fees
The Purchaser acknowledges and agrees that the Corporation will pay up to
but not more than $10,000.00 of the legal fees and disbursements plus any
applicable GST and Quebec sales taxes thereon incurred by the Vendors with
respect to the sale of the Purchased Shares. Any amount in excess of the said
$10,000.00 plus GST and Quebec sales taxes incurred by the Vendors shall be for
the account of the Vendors without indemnity from the Corporation.
2.08 Financing
During the period commencing on the Closing Date and ending on April 30,
2000, the Purchaser shall ensure, subject to adverse economic conditions
affecting the Purchaser on a consolidated basis, that the Corporation shall have
sufficient capital to produce and market its products and the Purchaser will
further preserve, subject to adverse economic conditions affecting the Purchaser
on a consolidated basis and adjustments made to improve the economic condition
of the Corporation, the ability of Xxxxxxx to operate the Corporation to
maximize the Adjusted EBITDA of the Corporation during such period.
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2.09 Freely Trading Shares
The Purchaser will make available to the Vendors on August 31, 2000,
freely tradable IMSC Common Shares to the extent of the number of IMSC Common
Shares into which the Series 5 special shares released from escrow on August 31,
2000 are exchangeable. If freely tradable shares are not available, the
Purchaser agrees, subject to applicable law, to purchase such Series 5 Special
Shares at a price equal to the number of IMSC Common Shares into which such
Series 5 Special Shares are exchangeable multiplied by the ten (10) day average
trading price of the IMSC Common Shares less usual commissions.
ARTICLE III
COVENANTS
3.01 Access to the Corporation
The Vendors shall forthwith make available to the Purchaser and its
authorized representatives and, if requested by the Purchaser, provide a copy to
the Purchaser of, all title documents, contracts, financial statements, minute
books, share certificate books, share registers, plans, reports, licenses,
orders, permits, books of account, accounting records, constating documents and
all other documents, information or data relating to each of the Corporation and
the Business. The Vendors shall afford the Purchaser and its authorized
representatives reasonable access to the Business and the property, assets,
undertaking, records and documents of the Corporation. At the request of the
Purchaser, the Vendors shall execute or cause to be executed such consents,
authorizations and directions as may be necessary to permit any inspection of
the Business, and any property of the Corporation to enable the Purchaser or its
authorized representatives to obtain full access to all files and records
relating to any of the assets of the Corporation maintained by governmental or
other public authorities. At the Purchaser's request, the Vendors shall
co-operate with the Purchaser in arranging any such meetings as the Purchaser
should reasonably request with:
(a) employees of the Corporation;
(b) customers, suppliers, distributors or others who have or have had a
business relationship with the Corporation; and
(c) auditors, solicitors or any other persons engaged or previously
engaged to provide services to the Corporation who have knowledge of
matters relating to the Corporation and the Business.
provided that a representative of the Vendors shall be entitled to attend each
such meeting.
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In particular, without limitation, the Vendors shall permit the
Purchaser's representatives or consultants to conduct such testing and
inspection in respect of environmental matters at such location of the Business
as the Purchaser may determine, in its sole discretion, acting reasonably, as
may be required to satisfy the Purchaser in respect of such matters, and the
Vendors shall cause the Corporation to conduct, and the Corporation shall
conduct, in co-operation with the representatives or consultants of the
Purchaser, such physical review of the equipment of the Business as is necessary
so as to enable the confirmation of the values carried on the balance sheet of
the Corporation in respect of such assets, to the reasonable satisfaction of the
Purchaser. The exercise of any rights of inspection by or on behalf of the
Purchaser under this section 3.01 shall not mitigate or otherwise affect the
representations and warranties of the Vendors hereunder, which shall continue in
full force and effect as provided herein.
3.02 Delivery of Books and Records
At the Closing Time there shall be delivered to the Purchaser by the
Vendors all of the books and records of and relating to the Corporation and the
Business. The Purchaser agrees that it will preserve the books and records so
delivered to it for a period of five (5) years from the Closing Date, or for
such longer period as is required by any applicable law, and will permit the
Vendors or their authorized representatives reasonable access thereto in
connection with the affairs of the Vendors relating to its matters, but the
Purchaser shall not be responsible or liable to the Vendors for or as a result
of any accidental loss or destruction of or damage to any such books or records.
3.03 Delivery of Documents
The Vendors shall deliver to the Purchaser at the Closing Time all
necessary transfer, assignments and other documentation reasonably required to
transfer the Purchased Shares to the Purchaser with a good and marketable title,
free and clear of all Encumbrances.
3.04 Delivery of Vendors' Closing Documentation
The Vendors shall deliver to the Purchaser all such documents relevant to
the closing of the transaction as contemplated hereby as the Purchaser, acting
reasonably, may request.
3.05 Delivery of Purchaser and IMSCs' Closing Documentation
The Purchaser and IMSC shall deliver to each of the Vendors all such
documents relevant to the closing of the transactions contemplated hereby as the
Vendors, acting reasonably, may request.
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3.06 Co-operation
The parties agree to co-operate in good faith with each other and their
respective legal advisors, accountants and other representatives in connection
with any steps required to be taken in connection with this Agreement.
3.07 Conduct After Closing
The Purchaser acknowledges that the Purchase Price will be affected by the
sales performance of the companies within the IMSI Group after Closing as
contemplated in section 2.02 hereof. During the period from Closing to December
31, 2002, the Purchaser will work with Xxxxxxx to maximize such sales in
accordance with prudent business practice.
ARTICLE IV
CONDITIONS OF CLOSING
4.01 Conditions of Closing in Favour of the Purchaser
The sale and purchase of the Purchased Shares is subject to the following
terms and conditions for the exclusive benefit of the Purchaser, to be fulfilled
or performed at or prior to the Closing Time:
(a) Representations and Warranties. The representations and warranties of
the Vendors contained in this Agreement shall be true and correct at the Closing
Time, with the same force and effect as if such representations and warranties
were made at and as of such time, and certificates of the Vendors dated the
Closing Date to that effect shall have been delivered to the Purchaser, such
certificates to be in form and substance satisfactory to the Purchaser, acting
reasonably;
(b) Covenants. All of the terms, covenants and conditions of this
Agreement to be complied with or performed by the Vendors at or before the
Closing Time shall have been complied with or performed and certificates of the
Vendors dated the Closing Date to that effect shall have been delivered to the
Purchaser, such certificates to be in form and substance satisfactory to the
Purchaser, acting reasonably;
(c) Regulatory Consents. There shall have been obtained, from all
appropriate federal, provincial, municipal or other governmental or
administrative bodies, such licenses, permits, consents, approvals,
certificates, registrations and authorizations as are required to be obtained by
the Vendors to permit the change of ownership of the Purchased Shares
contemplated hereby including, without limitation, those described in the
Schedules hereto;
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(d) Contractual Consents. The Vendors shall have given or obtained the
notices, consents and approvals described in the Schedules hereto, in each case
in form and substance satisfactory to the Purchaser, acting reasonably;
(e) Material Adverse Change. There shall have been no material adverse
changes in the condition (financial or otherwise), assets, liabilities,
operations, earnings, business or prospects of the Corporation since the date of
the Interim Financial Statements;
(f) No Action or Proceeding. No legal or regulatory action or proceeding
shall be pending or threatened by any person to enjoin, restrict or prohibit the
purchase and sale of the Purchased Shares contemplated hereby;
(g) No Material Damage. No material damage by fire or other hazard to the
whole or any material part of the property or assets of the Corporation shall
have occurred from the date hereof to the Closing Time;
(h) Legal Matters. All actions, proceedings, instruments and documents
required to implement this Agreement, or instrumental thereto, and all legal
matters relating to the purchase of the Purchased Shares, including title of the
Vendors to the Purchased Shares, shall have been approved as to form and
legality by XxXxxxxx Grespan Xxxxxx Xxxxxx, counsel for the Purchaser, acting
reasonably;
(i) Legal Opinion. The Vendors shall have delivered to the Purchaser a
favourable opinion of Xxxxxxxx Xxxxxxxxxx, counsel to the Vendors, in the form
annexed hereto as Schedule 4.01(i);
(j) Resignation of Directors and Officers. Such directors and officers of
the Corporation as the Purchaser may specify shall have resigned in favour of
nominees of the Purchaser effective as of the Closing Time;
(k) Release by Vendor, Directors and Officers. The Vendors and such
directors and officers of the Corporation as the Purchaser may specify shall
have executed and delivered, at the Closing Time, releases in favour of the
Corporation in the form annexed hereto as Schedule 4.01(k);
(l) Xxxxxxx Agreement. The Corporation shall have entered into an
employment agreement and a confidentiality and non-compete agreement with
Xxxxxxx in the form annexed hereto as Schedule 4.01(l);
(m) Share Escrow Agreement. The Vendors shall have entered into an escrow
agreement as required by Section 2.04;
(n) Right of First Refusal Agreement. The Vendors shall have entered into
an agreement granting a right of first refusal;
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(o) Non-Competition Agreement. Xxxx and FNII shall have entered into a
non-competition agreement with the Purchaser agreeing not to compete with the
Corporation;
(p) Transfer of Trademarks. On or before the Closing Date, all right,
title and interest to the "Ultimate" trademark registered in Canada having
Registration Nos. TMA 328,501 and TMA 329,420 and registered in the United
States having Registration No. 1,924,761, shall have been transferred to the
Corporation without encumbrance;
(q) Transfer of Recipes. On or before the Closing Date, all right, title
and interest to the recipes listed in the attached Schedule B1.13 used by the
Corporation shall have been transferred to the Corporation without encumbrance.
(r) Restatement of License Agreement. FNII and the Corporation shall have
entered into a license agreement to replace the license agreement which came
into effect on July 6, 1994 in form and substance acceptable to FNII and the
Purchaser which restates the July 6, 1994 license agreement and includes the
right for the Corporation to use the recipes listed in the attached
Schedule 4.01(r); and
(s) Royalty Agreement. FNII and TSI shall have entered into a royalty
agreement with respect to the licensing of know-how and trademarks owned by
FNII.
If any of the conditions contained in this section 4.01 shall not be
performed or fulfilled at or prior to the Closing Time to the satisfaction of
the Purchaser, acting reasonably, the Purchaser may, by notice to the Vendors,
terminate this Agreement and the obligations of the Vendors and the Purchaser
under this Agreement shall be terminated. Any such condition may be waived in
whole or in part by the Purchaser.
4.02 Conditions of Closing in Favour of the Vendors
The purchase and sale of the Purchased Shares is subject to the following
terms and conditions for the exclusive benefit of the Vendors, to be fulfilled
or performed at or prior to the Closing Time:
(a) Representations and Warranties. The representations and warranties of
the Purchaser and IMSC contained in this Agreement shall be true and correct at
the Closing Time, with the same force and effect as if such representations and
warranties were made at and as of such time, and certificates of the President
of the Purchaser and IMSC dated the Closing Date to that effect shall have been
delivered to the Vendors, such certificates to be in form and substance
satisfactory to the Vendors, acting reasonably;
(b) Covenants. All of the terms, covenants and conditions of this
Agreement to be complied with or performed by the Purchaser and IMSC at or
before the Closing Time shall have been complied with or performed and
certificates of the President of the Purchaser and IMSC
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dated the Closing Date to that effect shall have been delivered to the Vendors,
such certificate to be in form and substance satisfactory to the Vendors, acting
reasonably;
(c) Regulatory Consents. There shall have been obtained, from all
appropriate federal, provincial, state, municipal or other governmental or
administrative bodies, such licenses, permits, consents, approvals,
certificates, registrations and authorizations as are required by law to be
obtained by the Purchaser or IMSC to permit the change of ownership of the
Purchased Shares and payment of the Purchase Price contemplated hereby,
including those described in Schedules B1.18 hereto, in each case in form and
substance satisfactory to the Vendors, acting reasonably;
(d) No Action or Proceeding. No legal or regulatory action or proceeding
shall be pending or threatened by any person to enjoin, restrict or prohibit the
purchase and sale of the Purchased Shares or the issuance of the Class E Series
5 Shares and Class E Series 6 Shares;
(e) Material Adverse Change. There shall have been no material adverse
changes in the condition (financial or otherwise), assets, liabilities,
operations, earnings, business or prospects of the Purchaser;
(f) Registration Rights. The Purchaser and IMSC shall have caused to be
delivered on agreement with respect to registration rights satisfactory to the
Vendors acting reasonably;
(g) Legal Matters. All actions, proceedings, instruments and documents
required to implement this Agreement, or instrumental thereto, shall have been
approved as to form and legality by Xxxxxxxx Xxxxxxxxxx, acting reasonably;
(h) Legal Opinion. The Purchaser shall have delivered to the Vendors a
favourable opinion of XxXxxxxx Grespan Xxxxxx Xxxxxx, Canadian counsel to the
Purchaser;
(i) Guarantee. The Vendors shall have been released unconditionally from
all guarantees with respect to the indebtedness of the Corporation;
(j) Support Agreement. The Purchaser, IMSC and the Vendors shall have
entered into and delivered a support agreement in the form annexed as Schedule
4.02(I);
(k) Xxxxxxx Agreements. The Corporation shall have entered into an
employment agreement and a confidentiality and non-compete agreement with
Xxxxxxx;
(l) Share Escrow Agreement. The Vendors and Purchaser shall have entered
into the escrow agreement as required by Section 2.04;
(m) Right of First Refusal Agreement. The Purchaser shall have entered
into an agreement granting the Purchaser a right of first refusal;
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(n) Advisory Board. The Purchaser shall have arranged for the appointment
of Xxxxxxx to the advisory board of the Purchaser; and
(o) Release of Directors and Officers. The Corporation shall have
delivered to the resigning directors and officers a release with respect to
matters addressed within the proper exercise of their duties as directors and
officers, in the form annexed hereto as Schedule 4.02(k).
If any of the conditions contained in this section 4.02 shall not be
performed or fulfilled at or prior to the Closing Time to the satisfaction of
the Vendors, acting reasonably, the Vendors may, by notice to the Purchaser,
terminate this Agreement and the obligations of the Vendors and the Purchaser
under this Agreement shall be terminated. Any such condition may be waived in
whole or in part by the Vendors.
ARTICLE V
CLOSING ARRANGEMENTS
5.01 Place of Closing
The closing shall take place at the Closing Time at the offices of
XxXxxxxx Grespan Xxxxxx Xxxxxx, counsel for the Purchaser, 000 Xxxxxxxxx Xxxxx,
Xxxxxxxxx, Xxxxxxx, X0X 0X0.
5.02 Closing
At the Closing Time, upon fulfillment of all the conditions set out in
Article IV that have not been waived in writing by the Purchaser or the Vendors,
subject to all other terms and conditions hereof being complied with the Vendors
shall deliver to the Purchaser certificates respecting all the Purchased Shares,
duly endorsed in blank for transfer, and will cause transfers of such shares to
be duly and regularly recorded in the name of the Purchaser, or its nominee(s),
and will cause a meeting of the board of directors of the Corporation to be
held, at which the directors and officers of the Corporation specified by the
Purchaser pursuant to section 4.01(k) will resign in favour of nominees of the
Purchaser and the Purchaser shall pay the Purchase Price.
5.03 Further Assurances
Each party to this Agreement covenants and agrees that, from time to time
subsequent to the Closing Date, it will at the request and expense of the
requesting party, execute and deliver all such documents, including, without
limitation, all such additional conveyance, transfers, consents and other
assurances and do all such other acts and things as any other party hereto,
acting reasonably, may from time to time request be executed or done in order to
better evidence or perfect or effectuate any provision of this Agreement or of
any agreement or other document executed pursuant to this Agreement or any of
the respective obligations intended to be created hereby or thereby.
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ARTICLE VI
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
6.01 Survival of Representations and Warranties of the Vendor
The representations, warranties and covenants of the parties contained in
this Agreement and any agreement, instrument, certificate or other document
executed or delivered pursuant hereto shall survive the closing of the
transactions contemplated hereby until the second anniversary of the Closing
Date and, notwithstanding such closing, nor any investigation made by or on
behalf of any party in full force and effect for the benefit of the other
parties during such period, except that:
(a) the representations and warranties set out in sections 1.02, 1.03 and
1.04 of Schedule B and sections 1.01, 1.02, 1.03, 1.04 and 1.05 of Schedule C
and sections 1.01, 1.02, 1.03, 1.04 and 1.05 of Schedule D, (and the
corresponding representations and warranties set out in the certificates to be
delivered pursuant to subsections 4.01(a), 4.01(b), 4.02(a) and 4.02(b) (the
"Closing Certificates")), and covenants shall survive and continue in full force
and effect without limitation of time;
(b) the representations and warranties contained in section 1.22 of
Schedule B shall, in the absence of fraud or negligent or wilful
misrepresentation, survive until the expiration of any applicable limitation
periods imposed by law; and
(c) a claim for any breach of any of the representations and warranties
contained in this Agreement or in any agreement, instrument, certificate or
other document executed or delivered pursuant hereto involving fraud or
fraudulent misrepresentation may be made at any time following the Closing Date,
subject only to applicable limitation periods imposed by law. No claim for
breach of a representation or warranty shall be valid unless the party against
whom such claim is made has been given notice thereof before the date on which
the applicable representation or warranty shall have terminated in accordance
with the foregoing and, provided further that any such claim as aforesaid shall
be made in accordance with Article VII. Upon the expiry of the relevant
limitation periods set forth in this section, no party shall have any further
liability to the others with respect to the representations and warranties
contained herein, except in respect of claims which have theretofore been made
in accordance with the provisions set forth above.
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ARTICLE VII
INDEMNIFICATION
7.01 Indemnification by the Vendors
Subject to Sections 7.08, 7.09 and 7.10 each of the Vendors agrees to
jointly and severally indemnify and save harmless the Purchaser from all Losses
suffered or incurred by the Purchaser as a result of or arising directly or
indirectly out of or in connection with:
(a) any breach by such Vendor of or any inaccuracy of any representation
or warranty of such Vendor contained in this Agreement or in any agreement,
certificate or other document delivered pursuant hereto (provided that no Vendor
shall be required to indemnify or save harmless the Purchaser in respect of any
breach or inaccuracy of any representation or warranty unless the Purchaser
shall have provided notice to such Vendor in accordance with section 7.03 on or
prior to the expiration of the applicable time period related to such
representation and warranty set out in section 6.01);
(b) any breach or non-performance by such Vendor of any covenant to be
performed by it that is contained in this Agreement or in any agreement,
certificate or other document delivered pursuant hereto; and
(c) all material liabilities (whether accrued, absolute, contingent or
otherwise) of the Corporation existing at the Closing Time, including any
liabilities for federal, provincial, sales excise, income, corporate or any
other taxes of the Corporation for any period up to and including the Closing
Time, and not disclosed on, provided for or included in this Agreement, the
Schedules hereto or the balance sheets forming part of the Closing Financial
Statements, except those liabilities accruing or incurred subsequent to the
balance sheet date of the Closing Financial Statements in the ordinary course of
the Business.
7.02 Indemnification by the Purchaser and IMSC
(a) The Purchaser and IMSC agree to jointly and severally indemnify and save
harmless the Vendors from all Losses suffered or incurred by the Vendors as a
result of or arising directly or indirectly out of or in connection with:
(i) any breach by the Purchaser or IMSC of or any inaccuracy of any
representation or warranty of the Purchaser or IMSC contained in this Agreement
or in any agreement, instrument, certificate or other document delivered
pursuant hereto (provided that neither the Purchaser nor IMSC shall be required
to indemnify or save harmless any Vendor in respect of any breach or inaccuracy
of any representation or warranty unless any Vendor shall have provided notice
to it in accordance with section 7.03 on or prior to the expiration of the
applicable time period related to such representation and warranty set out in
section 6.02); and
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(ii) any breach or non-performance by the Purchaser or IMSC of any covenant to
be performed by it that is contained in this Agreement or in any agreement,
certificate or other document delivered pursuant hereto.
7.03 Notice of Claim
In the event that a party (the "Indemnified Party") shall become aware of
any claim, proceeding or other matter (a "Claim") in respect of which another
party (the "Indemnifying Party") agreed to indemnify the Indemnified Party
pursuant to this Agreement, the Indemnified Party shall promptly give written
notice thereof to the Indemnifying Party. Such notice shall specify whether the
Claim arises as a result of a claim by a person not a party hereto against the
Indemnified Party (a "Third Party Claim") or whether the Claim does not so arise
(a "Direct Claim"), and shall also specify with reasonable particularity (to the
extent that the information is available) the factual basis for the Claim and
the amount of the Claim, if known, or, if an amount is not then determinable, if
reasonably possible, an approximate and reasonable estimate of the likely amount
of the Claim.
7.04 Direct Claim
With respect to any Direct Claim, following receipt of notice from the
Indemnified Party of the Claim, the Indemnifying Party shall have thirty (30)
days to make such investigation of the Claim as it considers necessary or
desirable. For the purpose of such investigation, the Indemnified Party shall
make available to the Indemnifying Party the information relied upon by the
Indemnified Party to substantiate the Claim, together with all such other
information as the Indemnifying Party may reasonably request.
7.05 Third Party Claim
With respect to any Third Party Claim, the Indemnifying Party shall have
the right, at its expense, to participate in or assume control of the
negotiation, settlement or defence of the Claim and, in such event, the
Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified
Party's out-of-pocket expenses as a result of such participation or assumption.
If the Indemnifying Party elects to assume such control, the Indemnified Party
shall have the right to participate in the negotiation, settlement or defence of
such Third Party Claim and to retain counsel to act on its behalf provided that
the fees and disbursements of such counsel shall be paid by the Indemnified
Party unless the Indemnifying Party consents to the retention of such counsel or
unless the named parties to any action or proceeding include both the
Indemnifying Party and the Indemnified Party and a representation of both the
Indemnifying Party and the Indemnified Party by the same counsel would be
inappropriate due to the actual or potential differing interests between them
(such as the availability of different defences). If the Indemnifying Party,
having elected to assume such control, thereafter fails to defend the Third
Party Claim within a reasonable time, the Indemnified Party shall be entitled to
assume such control, and the Indemnifying Party shall be bound by the results
obtained by the Indemnified Party with respect to such Third Party Claim. If any
Third Party Claim is of a nature such that
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the Indemnified Party is required by applicable law to make a payment to any
person (a "Third Party") with respect to the Third Party Claim before the
completion of settlement negotiations or related legal proceedings, the
Indemnified Party may make such payment and the Indemnifying Party shall,
forthwith after demand by the Indemnified Party, reimburse the Indemnified Party
for such payment. If the amount of any liability of the Indemnified Party under
the Third Party Claim in respect of which such payment was made, as finally
determined, is less than the amount that was paid by the Indemnifying Party to
the Indemnified Party, the Indemnified Party shall, forthwith after receipt of
the difference from the Third Party, pay the amount of such difference to the
Indemnifying Party.
7.06 Settlement of Third Party Claims
If the Indemnifying Party fails to assume control of the defence of any
Third Party Claim, the Indemnified Party shall have the exclusive right to
contest, settle or pay the amount claimed. Whether or not the Indemnifying Party
assumes control of the negotiation, settlement or defence of any Third Party
Claim, the Indemnifying Party shall not settle any Third Party Claim without the
written consent of the Indemnified Party, which consent shall not be
unreasonably withheld or delayed; provided, however, that the liability of the
Indemnifying Party shall be limited to the proposed settlement amount if any
such consent is not obtained for any reason.
7.07 Co-operation
The Indemnified Party and the Indemnifying Party shall co-operate fully
with each other with respect to Third Party Claims, and shall keep each other
fully advised with respect thereto (including supplying copies of all relevant
documentation promptly as it becomes available).
The Indemnified Party shall make available to the Indemnifying Party and its
advisors all pertinent information and witnesses under its control (including,
if applicable, employees of the Purchaser or the Corporation).
The Indemnified Party shall not permit any right of appeal in respect of any
Third Party Claim to terminate without giving the Indemnifying Party reasonable
notice thereof and an opportunity to contest such Third Party Claim.
7.08 Threshold Amount
Notwithstanding any other provision of this Agreement,
(a) neither the Purchaser nor IMSC shall be entitled to indemnification
hereunder until the aggregate of all claims for indemnification made
by the Purchaser hereunder, whether individually or collectively,
exceeds $25,000.00, in which event the Purchaser shall be
indemnified for the full amount of such claims for indemnification,
and
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(b) in no event shall the aggregate amount of all claims for
indemnification to be paid by the Vendors, or any of them, to the
Purchaser exceed the Purchase Price.
7.09 Mitigation
The Indemnified Party shall take all reasonable steps to avoid and
mitigate the amount of each Claim and the amount to be paid by the Indemnifying
Party to the Indemnified Party hereunder shall be reduced by the amount of any
(i) insurance proceeds actually received by the Indemnified Party and the
Corporation, if applicable; and (ii) any tax benefit realized by the Indemnified
Party arising from or in connection with the Claim or the payment thereof.
7.10 Set-Off
Any amounts becoming owing by any of the Vendors to the Purchaser
hereunder shall be set-off against amounts owed by the Purchaser to such Vendor
as follows:
(a) firstly against that portion of the Cash Amount to which such Vendor
is entitled to the extent it is not paid as at the date of such claim or
claims for indemnification; and
(b) secondly against that portion of the Share Amount to which such Vendor
is entitled, by a surrender of a number of IMSC Common Shares in the
capital of IMSC into which the Series 5 or Series 6 Shares held by such
Vendor have been exchanged or Series 5 or Series 6 Shares held by the
Vendor to the extent that such Series 5 or 6 Shares have not been
exchanged at the time of such claim or claims for indemnification.
To the extent that the Purchaser has not been fully indemnified after utilizing
its rights of set-off as set forth in this Section 7.10, nothing contained
herein shall preclude the Purchaser from taking any action permitted at law to
recover such deficiency.
ARTICLE VIII
MISCELLANEOUS
8.01 Confidentiality of Information
In the event that the transactions contemplated herein are not consummated
for any reason, the Purchaser covenants and agrees that, except as otherwise
authorized by the Vendors, neither IMSC, the Purchaser nor its representatives,
agents or employees will disclose to third parties, directly or indirectly, any
confidential information or confidential data relating to the Corporation
discovered by IMSC, the Purchaser or their respective representatives as a
result of the Vendors and the Corporation making available to IMSC, the
Purchaser and their respective representatives the information requested by them
in connection with the transactions contemplated herein.
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If the transactions contemplated herein are not consummated, the Vendors
shall return to the Purchaser and the Purchaser and IMSC shall return to the
Vendors any confidential schedules, documents or other written information
obtained from the relevant party, whether received before or after the date of
this Agreement. In the event that the transactions contemplated herein are not
consummated for any reason, the Vendors covenant and agree that, except as
otherwise authorized by the Purchaser, neither the Vendors nor their
representatives, agents or employees will disclose to third parties, directly or
indirectly, any confidential information or confidential data relating to the
Purchaser and IMSC discovered by the Vendor or its representatives as a result
of the Purchaser and IMSC making available to the Vendors and their
representatives the information requested by them in connection with the
transactions contemplated herein.
8.02 Notices
(a) Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be delivered in person, transmitted by
telecopy or similar means of
recorded electronic communication or sent by registered mail, charges prepaid,
addressed as follows:
(i) if to the Vendors:
c/o Xxxxxxx Xxxxxxxx
0X Xxxxx Xxxxx
Xxx X'Xxxx, Xxxxxx X0X 0X0
with a copy to:
Xxxxxxxx Xxxxxxxxxx
0000 Xxxx Xxxxxxxx Xxxx. X.
Xxxxxxxx, Xxxxxx X0X 0X0
Attention: Xxxxxx X. Xxxxxxxx
Telecopier No.: (000) 000-0000
(ii) if to the Purchaser:
International Menu Solutions Inc.
000 Xxxxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxxxxx X. Xxxxxx
Telecopier No.: (000) 000-0000
with a copy to:
XxXxxxxx Grespan Xxxxxx Xxxxxx
000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxxxx X. Xxxxxx, Q.C.
Telecopier No.: (000) 000-0000
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(iii) if to IMSC:
International Menu Solutions Corporation
000 Xxxxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxxxxx X. Xxxxxx
Telecopier No.: (000) 000-0000
with a copy to:
XxXxxxxx Grespan Xxxxxx Xxxxxx
000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxxxx X. Xxxxxx, Q.C.
Telecopier No.: (000) 000-0000
(b) Any such notice or other communication shall be deemed to have been
given and received on the day on which it was delivered or transmitted (or, if
such day is not a Business Day, on the next following Business Day) or, if
mailed, on the fifth Business Day following the date of mailing; provided,
however, that if at the time of mailing or within three Business Days thereafter
there is or occurs a labor dispute or other event that might reasonably be
expected to disrupt the delivery of documents by mail, any notice or other
communication hereunder shall be delivered or transmitted by means of recorded
electronic communication as aforesaid.
(c) Any party may at any time change its address for service from time to
time by giving notice to the other parties in accordance with this section 8.02.
8.03 Commissions, etc.
The Vendors agree to indemnify and save harmless the Purchaser or IMSC
from and against all Losses suffered or incurred by the Purchaser or IMSC in
respect of any commission or other remuneration payable or alleged to be payable
to any broker, agent or other intermediary who purports to act or have acted for
or on behalf of any of the Vendors, in connection with the transactions
contemplated hereby.
The Purchaser and IMSC agree to indemnify and save harmless the Vendors
from and against all Losses suffered or incurred by the Vendors in respect of
any commission or other remuneration payable or alleged to be payable to any
broker, agent or other intermediary who purports to act or have acted for or on
behalf of the Purchaser or IMSC, in connection with the transactions
contemplated hereby.
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8.04 Consultation
The parties shall consult with each other before issuing any press release
or making any other public announcement with respect to this Agreement or the
transactions contemplated hereby and, except as required by any applicable law
or regulatory requirement, none of the Vendors, the Purchaser or IMSC shall
issue any such press release or make any such public announcement without the
prior written consent of the others, which consent shall not be unreasonably
withheld or delayed.
8.05 Disclosure
Prior to any public announcement of the transaction contemplated hereby
pursuant to section 8.04, neither party shall disclose this Agreement or any
aspect of such transaction except to its board of directors, its senior
management, its legal, accounting, financial or other professional advisors, any
financial institution contacted by it with respect to any financing required in
connection with such transaction and counsel to such institution, or as may be
required by any applicable law or any regulatory authority or stock exchange
having jurisdiction.
8.06 Public Announcements
No public announcement or press release not required by law or by
applicable stock exchange rule concerning the purchase sale of the Purchased
Shares shall be made by the Vendors, the Corporation or the Purchaser without
the consent and joint approval of the Vendors and the Purchaser.
8.07 Expenses of Parties
Except as provided in Section 2.08 hereof, each of the parties hereto
shall bear their own expenses in connection with the transactions contemplated
hereby, including with respect to the Vendors, any and all costs with respect to
any reorganization of the Corporation prior to the Closing Date.
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8.08 Counterparts
This Agreement may be executed in counterparts, each of which shall
constitute an original and all of which taken together shall constitute one and
the same instrument.
IN WITNESS WHEREOF this Agreement has been executed by the parties.
----------------------------------- -------------------------------------
Witness Xxxxxxx Xxxxxxxx
----------------------------------- -------------------------------------
Witness Xxxx Xxxxxxxx
XXXXX AND XXXXXX INTERNATIONAL INC.
Per:
----------------------------------- ---------------------------------
Witness
Title:
------------------------------
INTERNATIONAL MENU SOLUTIONS INC.
Per:
---------------------------------
Title:
------------------------------
INTERNATIONAL MENU SOLUTIONS
CORPORATION
Per:
---------------------------------
Title:
------------------------------
