SALE OF SHARES
BETWEEN:
Xx. Xxxxxxxx XXXXXXX
Born on 1/7/1965 at FONTENAY AUX ROSES (Hauts de Seine) Residing at 0, Xxxxxxxxx
xx Xxxxxxx Xxxxxxx (00000) XXXXXXX Xxxxxx Single
Who declares:
-to be French resident;
-not to be incapacitated under the law
hereinafter referred to as "THE SELLER"
AS THE FIRST PARTY
AND
The company "SMART TECHNOLOGY INC"
Headquartered at: 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000 XXX
Represented by Xx. Xxxx Xxxxxxxxxx
hereinafter referred to as "THE BUYER"
AS THE SECOND PARTY
IT IS FIRST DECLARED AS FOLLOWS:
The company "IRISIO" is in existence, is a limited responsibility company with a
capital of EURO 13,740, headquartered at JUVISY SUR ORGE (91269), 00, Xxxxxx xx
xx Xxxx xx Xxxxxx, Xxxxxx and identified under the number 434 728 283 at the
Commercial Registrar in EVRY, France.
The company specializes in the study, the conception and the marketing of
computerized products.
The capital is set at EURO 13,740 and divided into 1,374 shares with a value of
EURO 10 for each share, numbered from 1 to 1,374, which all belong to Xx.
Xxxxxxxx XXXXXXX.
This company is managed by Xx. Xxxxxxxx XXXXXXX, General Manager.
Xx. Xxxxxxxx XXXXXXX declares:
1. That he has the authority to sell the aforementioned shares of the company
"IRISIO" and that the shares belong to him in their entirety, free and
clear of all liens, attachments and commitments of all kinds;
2. That the company has been established under normal procedures, is validly
existing and has operated and continues to operate normally vis-a-vis the
rules and regulations and in accordance with its by-laws; that it has all
powers and authorizations to perform all required declarations in the
framework of its activities;
3. That the by-laws of the company "IRISIO" are current and that they are
exact and complete as of today's date;
4. That the company "IRISIO" does not own any subsidiary, nor has any
participation in another company and has not taken any commitment to invest
in new companies, nor to invest in existing companies
5. That the company "IRISIO" has full unencumbered ownership on all its
tangible and intangible assets;
6. That the company did not issue any guaranty or off-balance sheet
commitments to any one;
7. That the company "IRISIO" has in place insurance policies that protects it
against all normal business risk as well as business risk related to its
activities;
8. That he company "IRISIO" is not covered by insurance against any risk
attached to its new type of activity of tracking by GPS and GSM;
9. That no lawsuit, litigation, proceedings currently exist against the
company "IRISIO" and that he is not aware of circumstances that could
trigger lawsuit, litigation, proceedings on account of past events;
10. That no contract or agreement contains a change of ownership, management
and organization clause that would trigger cancellation of such contract or
agreement;
11. That the company "IRISIO" has not borrowed money from any financial
institution or anyone, with the exception of a duly authorized working
capital overdraft line of credit and a car lease for a 206 Peugeot;
12. That as of today's date, no past or present management member nor any past
and present employee is a lender to the company;
13. That the company "IRISIO" is subject to corporate income tax, that the net
worth of the company "IRISIO" as of December 31, 2002 amounts to EURO
17,019 and that since January 1, 2003, the company did not engage in
unusual activities, or in activities that would deviate from its business
purpose, and that since that date no material adverse change has occurred;
14. That no representations and warranties contained in this agreement fails to
mention important facts that could negatively impact as of the date of
signature the financial situation, the assets, the liabilities or the
business of the company "IRISIO";
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THIS BEING EXPOSED AND DECLARED, IT IS AGREED AND STATED AS FOLLOWS:
SALE OF STOCK
Xx. Xxxxxxxx XXXXXXX hereby sells and transfers, under legal and normal
guaranties, to the company "SMART TECHNOLOGY INC", which hereby accepts, the ONE
THOUSAND THREE HUNDRED SEVENTY-FOUR (1,374) shares with a value of EURO 10 each,
numbered from 1 to 1,374 of the company "IRISIO" that he owns.
PRICE
This sale is effected and agreed against a flat consideration of EURO THIRTY
THOUSAND (30,000) payable immediately in the form of a conditional current
account of same amount converted in US dollars at a rate of exchange of parity
on the books of "SMART TECHNOLOGY INC", in order to allow the issuance of 6,000
shares of the company "SMART TECHNOLOGY INC" at a price of FIVE DOLLARS US ($5)
per share to the seller.
In order to effect the above capital increase, Xx. Xxxx XXXXXXXXXX commits to
issue at the latest 6,000 shares of the company "SMART TECHNOLOGY INC" reserved
in the name of Xx. Xxxxxxxx XXXXXXX at a price of FIVE US DOLLARS (5 US $); Xx.
Xxxxxxxx XXXXXXX commits to subscribe to this above mentioned capital increase
under the above conditions.
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There are no certificates for the shares sold of the company "IRISIO", as the
shares result from a cash contribution that took place when the company was
created as well as with subsequent capital increases.
The buyer will, as of today's date, own the shares that are sold to him; he will
have all rights and obligations resulting from full share ownership as well as
all benefits that they could produce as of JANUARY 1, 2002.
The buyer replaces the seller for all rights and obligations attached to the
sold shares.
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AGREEMENT
In application of article 14 of the by-laws, Xx. Xxxxxxxx XXXXXXX, in his
quality of unique manager of the company "IRISIO", declares to agree to the
present sale of the shares between Xx. Xxxxxxxx XXXXXXX and the company "SMART
TECHNOLOGY INC".
NON COMPETITION
Except as agreed in writing, the seller will not, as of today's date, either
directly or indirectly undertake any activities that could compete with the
activities of the company as they exist today in the territories of France and
neighboring countries and for a duration of time that will expire on DECEMBER
31, 2005. Contravention to this clause of non- competition would result in
compensation for prejudice and the right to seek injunction on the part of the
seller.
GUARANTY OF LIABILITIES AND OF TANGIBLE NATURE OF ASSETS
1. The Seller guaranties:
o The tangible nature and the amount of the assets of the company
"IRISIO" as they appear on the balance sheet of the same company on
DECEMBER 31, 2002, hereinafter enclosed in annex;
o That the balance sheet, the Profit and Loss statement and their
annexes as of DECEMBER 31, 2002 are sincere and true and closely
reflect the financial situation of the assets and the liabilities of
the company "IRISIO" as of that date;
o That all documents have been prepared according to the French
accounting standards, which have been applied in a consistent manner
with the current and all previous accounting statements;
o That the fixed assets are accounted for in the financial statements of
the company "IRISIO" as of DECEMBER 31, 2002 at cost minus
depreciation in accordance with the accounting rules customarily
utilized in the profession;
o That in the assets stated, the realizable values and the working
capital do correspond to real values after taking account of
adjustments and provisions;
o That the amounts of liabilities do correspond exactly to the amounts
actually due and that there exists no debt or no liability that is not
recorded on the balance sheet as of DECEMBER 31, 2002, that the debts
are certain and payable;
o That there is no off balance sheet liability in addition to the
balance sheet provided by the company "IRISIO";
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2. As a consequence,
The seller guaranties to the seller against all diminution in value of the
assets or against all new liabilities, particularly for liabilities of fiscal or
social nature that could surface as having a prior origin to today's date and
that would not have been registered, provisioned or provisioned in insufficient
amount in the balance sheet as of DECEMBER 31, 2002 hereinafter annexed;
Any decrease in the value of assets or any new liability, the existence of which
would have been determined by the CPA of the buyer, will trigger a payment to
the buyer of same amount that will be treated as a reduction of the purchase
price for the shares up to the full amount of the purchase and beyond as
compensation for prejudice;
This payment could take the form of remission of the shares of the company
"SMART TECHNOLOGY" that the seller owns as a result of the share of that company
issued to his benefit as stipulated in the article titled "PRICE" above;
In that case and in the absence of an agreement on the value of the shares of
the company "SMART TECHNOLOGY", the value will be determined by an expert
nominated by the President of the Commercial Tribunal of Paris acting in urgency
at the request of the most diligent party;
The expert will have a maximum of two months in order to carry through his
mission and deliver his recommendations;
Any new liability that would represent tax-deductible expenses would be reduced
by the amount of corresponding corporate income tax credits;
In any event, all reimbursement connected to the present guaranty of assets and
liabilities will have to be made to the buyer within eight days, either from the
date of payment by the company "IRISIO" of the new liability, or from the date
of the confirmation of the reduction
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in assets (or within 8 days from the report presented by the expert in the case
of arbitration on the value of the shares of "SMART TECHNOLOGY" as stipulated
above)
Exceptions to the scope of the present guaranty:
o Any change in accounting treatment not considered in the present
agreement;
o The fiscal audits on depreciation, inventory and provisions and in
general, any audit pertaining to the simple transfer of retained
earnings from one accounting period to the next, except for the
penalties that such an audit could entail;
Moreover, the seller will be entitled to a free allowance totaling SEVEN
THOUSAND SEVEN HUNDRED EUROS (7,700) in one or several events;
In the case where, in the framework of administrative proceedings, the
administrative agency would claim guarantees from the company "IRISIO", the
seller commits to counter guaranty the company "IRISIO" for the amount by which
the former would be obligated;
The entirety of the obligations contained in this section will be valid through
all the statutory limitation periods and beyond for the duration of litigation
initiated before all such periods;
The seller hereby commits to compensate the buyer against any inaccuracies in a
statement or commitment given by the former in the framework of the current
contract to the extent of the prejudice that such inaccuracies could create for
the buyer.
DECLARATIONS
The parties declare that the company is not subject to the provisions of the law
of March 15, 1963.
NOTIFICATION
The present sale of shares will be notified to the company, in agreement with
the provisions of article 1690 of the Civil Code.
The present sale will be valid and enforceable with any third party, once these
formalities are accomplished and also once the deposit of two original copies of
this contract of sale has taken place as an annex to the Commercial Registrar of
Companies.
REGISTRATION
The present contract will be registered according to the law.
HEIRS, SUCCESSORS AND ASSIGNS
The commitments made by the First Party in the context of the present contract
will be valid between the parties as well as towards their heirs, successors and
assigns, even if they are minors or incapacitated.
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INTEGRALITY
The present agreement includes the entirety of all agreements between the
parties and replaces and renders null and void all other agreement, intent,
promises and pre-existing documents.
NON VALIDITY
By agreement between the parties, in the event that any part of this agreement
is declared non valid, without object, or declared as such in application of
rules and regulations, such part will be declared without effect or it will be
modified in the minimum necessary fashion in order to make it valid or
effective; the rest of the agreement will not be impaired and will remain in
full force in conformity with its terms.
JURISDICTION
The present agreement is made under the laws of the Republic of France
All disagreement that would arise from the interpretation or the execution of
the present agreement currently and/or in the future would be of the competency
of the Commercial Tribunals of PARIS
ELECTION OF DOMICILE
For the execution of the present agreement and for the future communications
between the parties, the parties hereby elect as their domicile and residence
the domiciles and residences as indicated in this agreement.
EXPENSES
Expenses and fees of the present agreement, and future expenses and fees that
will result from the present agreement are to be paid by the buyer.
Effected in PARIS, in the year two thousand three and the 24th day of March. In
as many original copies as there are parties, plus as required for the
formalities.
THE SELLER THE BUYER
------------------ ------------------
"SMART TECHNOLOGY INC"
/s/ Xxxxxxxx XXXXXXX /s/ Xxxx XXXXXXXXXX
---------------------- ---------------------
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STATEMENT FROM THE GENERAL MANAGER
The undersigned, Xxxxxxxx XXXXXXX, residing 0, Xxxxxxxxx xx Xxxxxxx Xxxxxxx
(00000) LIMOURS, acting as the General Manager of the company "IRISIO", a
limited responsibility company with a capital of EURO 13,740, headquartered at
JUVISY SUR ORGE (91260), 00, Xxxxxx xx xx Xxxx xx Xxxxxx, and identified under
the number 434 728 283 at the Commercial Registrar in EVRY, France.
Declares to have received as of today's date, at its headquarters, an original
copy of the sale agreement under private contract dated in PARIS on ____________
registered on _______ upon payment of ________ upon which terms:
Xx. Xxxxxxxx XXXXXXX,
residing 0, Xxxxxxxxx xx Xxxxxxx Xxxxxxx (91470) LIMOURS has sold for a flat
price of EURO THIRTY THOUSAND (30,000) the ONE THOUSAND THREE HUNDRED SEVENTY
FOUR (1,374) shares numbered from 1 to 1,374 that belong to him in the company
"IRISIO"
for the benefit of:
the company "SMART TECHNOLOGY INC" headquartered: 000 Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxx Xxxxx, Xxxxxxx 00000, XXX.
As a consequence, the said sale of shares has become effective towards the
company "IRISIO", as of today's date.
EFFECTED IN PARIS, in three original copies The year two thousand three And
the ___ day
Xxxxxxxx XXXXXXX
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