SHARE PURCHASE AGREEMENT
August 22, 2002
This Share Purchase Agreement ("Agreement"), between Cormax Business Solutions
Inc., a Utah Corporation ("SELLER"), and Ingenuity Marketing., an Alberta
Corporation (as BUYER).
W I T N E S S E T H:
A. WHEREAS, Cormax Business Solutions Inc., is a corporation organized
under the laws of Utah.
B. WHEREAS, SELLER are willing to sell, and BUYER desires to purchase
certain issued and outstanding shares of capital stock in Cormax
Business Solutions Inc.
C. WHEREAS, BUYER and SELLER will benefit from the transactions
contemplated hereby and desire to implement the contemplated
transaction.
NOW, THEREFORE, it is agreed among the parties as follows:
ARTICLE I
The Consideration
1.1 The SELLER shall sell and cause to be delivered and the BUYER shall
purchase one million shares of Class A Preferred shares of CMXS's Preferred
stock. Each Preferred share shall be entitled to a two hundred to one
conversion into common stock. The transaction contemplated by this
Agreement shall be completed at a closing ("Closing") on a closing date,
which shall be on or before October 31, 2002. The purchase price for the
CMXS Preferred shares to be paid by the BUYER to SELLER is as follows:
a.) The BUYER shall obtain an underwriting commitment for $3,000,000
US dollars prior to the closing.
b.) Complete the acquisition of Identification Technologies Inc., an
Alberta Corporation for the benefit of the shareholders of CMXS.
c.) Pledge to obtain $8,000,000 US Dollars in revenue within
twenty-four months of the closing of this transaction.
ARTICLE II
Representations, Warranties, and Covenants of SELLER
as to Cormax Business Solutions Inc.
Any director, officer, employee make no representation or warranties for the
SELLER as individual, expect to the extend as may be stated in a separate
written statement. SELLER makes no representation, warranty and covenant to the
BUYER:
2.1 CMXS is a corporation duly organized, validly existing and in
good standing under the laws of Utah, and has the corporate power and authority
to carry on its business as it is now being conducted. The Articles of
Incorporation of CMXS and amendments, copies of which have been delivered to
BUYER, are complete and accurate, and the minute books of CMXS, which will be
delivered to BUYER contain a complete and accurate record of all material
actions taken at, all meetings of the shareholders and Board of Directors of
CMXS.
2.2 The aggregate number of shares, which CMXS is authorized to
issue, is 500 Million shares with a par value of $.001 per share, 10,000,000
shares of Preferred of which; 88,000,000 issued and outstanding of common stock
Such shares are fully paid and non-assessable. CMXS has no outstanding options,
warrants or other rights to purchase, or subscribe to, or securities convertible
into or exchangeable for any shares of capital stock.
2.3 SELLER have complete and unrestricted power to enter into and,
upon receipt of the appropriate approvals as required by law, to consummate the
transactions contemplated by this Agreement.
2.4 SELLER own the common shares of CMXS free and clear of all liens
and encumbrances, and are authorized to sell such shares to BUYER, subject only
to the agreements and terms recited hereinafter
2.5 SELLER who represent CMXS shall not enter into or consummate any
transactions prior to the Closing Date and will pay no dividend, or increase the
compensation of officers and will not enter into any other business agreement or
transaction, prior to closing date.
2.6 The representations and warranties of SELLER shall be to the
best of their knowledge and correct as of the date hereof and as of the Closing
Date.
2.7 SELLER have delivered to buyer all of the corporate books and
records of CMXS for review, true and correct copies. SELLER will also deliver to
buyer on or before the Closing Date any reports relating to the financial and
business condition of CMXS, which occur after the date of this Agreement and any
other reports, sent generally to its shareholders after the date of this
Agreement.
2.8 No representation or warranty by SELLER in this Agreement or any
certificate delivered pursuant hereto contains any untrue statement of a
material fact or omits to state any material fact necessary to make such
representation or warranty not misleading.
2.9 SELLER will cause CMXS not to take any board action without
BUYERS approval in writing, pending selection of new officers and directors.
2.10 SELLER will deliver to buyer within 10 days audited financial
statements of CMXS as of December 31, 2001. All such financial statements,
herein sometimes called " Financial Statements" are (and will be) complete and
correct in all material respects and, together with the notes to these financial
statements, present fairly the financial position and results of operations of
the periods indicated. All financial statements of CMXS will have been prepared
in accordance with generally accepted accounting principles, and will be
"unqualified" except as to "going concern."
2.11 Since the dates of the CMXS Financial Statements, there have
not been any material adverse changes in the business or condition, financial or
otherwise, of CMXS. CMXS Does not have any material liabilities or obligations,
secured or unsecured, except as shown in the financial statements. CMXS has
settled a dispute with the Galoobs brother.
2.12 There are no pending legal proceedings or regulatory
proceedings involving CMXS, and, except for a claim by Xxxxxxx Xxxxxxxx, Xxxx
Xxxxx and JAGI Capital as described in our 10K filings actions, there are no
legal proceedings or regulatory proceedings involving material claims pending,
or, to the knowledge of the officers of CMXS, threatened against CMXS or
affecting any of their assets or properties, and CMXS is not in any material
breach or violation of or default under any contract or instrument to which CMXS
is a party except for XXXXXXX MORGUM, NOVALINK and CAPSTONE Settlement
agreements
2.13 CMXS shall not enter into or consummate any transactions prior
to the Closing Date and will pay no dividend, or increase the compensation of
officers and will not enter into any agreement or transaction, without consent
of BUYER.
2.15 CMXS has an employee stock option plan in place pursuant to the
S-8 filed with the Securities and exchange Commission.
ARTICLE III
Representations, Warranties, and Covenants of BUYER
No representations or warranties are made by any director, officer, employee, or
shareholder of buyer as individuals, except as and to the extent stated in this
Agreement or in a separate written statement.
BUYER hereby represents, warrants, and covenants to SELLER as follows:
3.1 BUYER is a corporation duly organized, validly existing, and in
good standing under the laws of the Province of Alberta and has the corporate
power and authority and to carry on its business as it is now being conducted.
3.2 BUYER has complete and unrestricted power to enter into this
agreement; and, to consummate the transactions contemplated by this Agreement.
3.3 Neither the making of nor the compliance with the terms and
provisions of this Agreement and consummation of the transactions contemplated
herein by BUYER will conflict with or result in a breach or violation of the
Articles of Incorporation or Bylaws of BUYER.
3.4 The execution of this Agreement has been duly authorized and
approved by the BUYER Board of Directors.
3.5 The representations and warranties of BUYER shall be true and
correct as of the date hereof and as of the Closing Date.
ARTICLE IV
Obligations of the Parties Pending the Closing Date
4.1 At all times prior to the Closing Date during regular business
hours, each party will permit the other to examine its books and records to the
extent the same are relevant to the purchase of the shares of CMXS and the books
and records of its subsidiaries and will furnish copies thereof on request. It
is recognized that, during the performance of this Agreement, each party may
provide the other party with information, which is confidential or proprietary
information. During the term of this Agreement, and for two years following the
earlier of the Closing or the termination of this Agreement, the recipient of
such information shall protect such information from disclosure to persons,
other than members of its own or affiliated organizations and its professional
advisers, in the same manner as it protects its own confidential or proprietary
information from unauthorized disclosure, and not use such information to the
competitive detriment of the disclosing party. In addition, if this Agreement is
terminated for any reason, each party shall promptly destroy, return, or cause
to be returned all documents or other written records of such confidential or
proprietary information, together with all copies of such writings and, in
addition, shall either furnish or cause to be furnished, or shall destroy, or
shall maintain with such standard of care as is exercised with respect to its
own confidential or proprietary information, all copies of all documents or
other written records developed or prepared by such party on the basis of such
confidential or proprietary information. No information shall be considered
confidential or proprietary if it is (a) information already in the possession
of the party to whom disclosure is made, (b) information acquired by the party
to whom the disclosure is made from other sources, or (C) information in the
public domain or generally available to interested persons or which at a later
date passes into the public domain or becomes available to the party to whom
disclosure is made without any wrongdoing by the party to whom the disclosure is
made.
4.2 SELLER and BUYER shall promptly provide each other with
information as to any significant developments in the performance of this
Agreement, and shall promptly notify the other if it discovers that any of its
representations, warranties and covenants contained in this Agreement or in any
document delivered in connection with this Agreement was not true and correct in
all material respects or became untrue or incorrect in any material respect.
4.3 All parties to this Agreement shall take all such action as may
be reasonably necessary and appropriate and shall use their best efforts in
order to consummate the transactions contemplated hereby as promptly as
practicable.
ARTICLE V
Procedure for Closing
5.1 After execution of this document the share certificates of CMXS
shall be delivered pursuant to the Escrow Agreement. Closing the purchase and
sale shall be effected with all funds being delivered to the SELLER.
ARTICLE VI
Conditions Precedent to the
Consummation of the Purchase
The following are conditions precedent to the consummation of the agreement on
or before the Closing Date:
6.1 SELLER and BUYER shall each have performed and complied with all
of their respective obligations hereunder which are to be complied with or
performed on or before the Closing Date and SELLER and BUYER shall provide one
another at the Closing with a certificate to the effect that such party has
performed each of the acts and undertakings required to be performed by it on or
before the Closing Date pursuant to the terms of this Agreement.
6.2 This Agreement and the transactions contemplated herein shall
have been duly and validly authorized, approved and adopted by SELLER, and buyer
in accordance with the applicable laws.
6.3 No action, suit or proceeding shall have been instituted or
shall have been threatened before any court or other governmental body or by any
public authority to restrain, enjoin or prohibit the transactions contemplated
herein, or which might subject any of the parties hereto or their directors or
officers to any material liability, fine, forfeiture or penalty on the grounds
that the transactions contemplated hereby, the parties hereto or their directors
or officers, have violated any applicable law or regulation or have otherwise
acted improperly in connection with the transactions contemplated hereby, and
the parties hereto have been advised by counsel that, in the opinion of such
counsel, such action, suit or proceeding raises substantial questions of law or
fact which if decided adversely to any party hereto or its directors or officers
would materially and adversely affect the business, assets, or financial
position of CMXS.
6.4 The representations and warranties made by SELLER and by BUYER
in this Agreement shall be true as though such representations and warranties
had been made or given on and as of the Closing Date.
6.5 Since the dated of the CMXS Financial Statements, there have not
been any material adverse changes in the business or condition, financial, or
otherwise, of CMXS. CMXS does not have any material liabilities or obligations,
secured or unsecured except as shown on current financials (whether accrued,
absolute, contingent or otherwise).
6.6 All outstanding liabilities of CMXS to SELLER or SELLER'S
affiliates shall be waived prior to or concurrent with closing. Such waiver
shall be deemed and treated as additional paid in capital and shall constitute
additional basis in SELLER stock.
ARTICLE VII
Termination and Abandonment
7.1 Anything contained in this Agreement to the contrary
notwithstanding, the Agreement may be terminated and abandoned at any time prior
to the Closing Date:
(a) By mutual consent of SELLER and BUYER;
(b) By either party, if any condition set forth in Article VII
relating to the other party has not been met or has not been
waived;
(c) By BUYER if any suit, action or other proceeding shall be pending
or threatened by the federal or a state government before any
court or governmental agency, in which it is sought to restrain,
prohibit or otherwise affect the consummation of the transactions
contemplated hereby;
(d) By any party, if there is discovered any material error,
misstatement or omission in the representations and warranties of
another party;
7.2 Any of the terms or conditions of this Agreement may be waived
at any time by the party which is entitled to the benefit thereof.
ARTICLE VIII
Termination Covenants, of Representations, and Warranties
The respective covenants, representations and warranties of the parties hereto
as contained herein shall survive the Closing for a period of two years.
ARTICLE IX
Miscellaneous
10.1 This Agreement embodies the entire agreement between the
parties, and there have been and are no agreements, representations or
warranties among the parties other than those set forth herein, referenced
herein, or those provided for herein.
10.2 To facilitate the execution of this Agreement, any number of
counterparts hereof may be executed, and each such counterpart shall be deemed
to be an original instrument, but all such counterparts together shall
constitute but one instrument.
10.3 All parties to this Agreement agree that if it becomes
necessary or desirable to execute further instruments or to make such other
assurances as are deemed necessary, the party requested to do so will use
commercially reasonable efforts to provide such executed instruments or do all
things necessary or proper to carry out the purpose of this Agreement.
10.4 This Agreement may be amended only in writing duly executed by
all parties hereto.
10.5 Any notices, requests, or other communications required or
permitted hereunder shall be delivered personally or sent by overnight courier
service, fees prepaid, addressed as follows:
SELLER:
To: Cormax Business Solution Inc.
000- 000 00xx Xxx XX
Xxxxxxx, Xxxxxxx X0X 3EO
BUYERS:
To: Ingenuity Marketing (2000)
0000 Xxx Xxxxxxxx
Xxxxxxx, Xxxxxxx
000-000-0000
or such other addresses as shall be furnished in writing by any party, and any
such notice or communication shall be deemed to have been given as of the date
received.
IN WITNESS WHEREOF, the parties have set their hands this 22 day of August 2002.
SELLER:
/s/ Xxxx Xxxxxxxx, CEO
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Cormax Business Solutions Inc
BUYER: Ingenuity Marketing (2000)
/s/ Xxxxx Xxxxxxxxx
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President and Sole Director
