EXHIBIT 10.50
MEMORANDUM OF AGREEMENT MADE THIS 1ST DAY OF JULY, 2002
BETWEEN
SPRINGBOARD TECHNOLOGY SOLUTIONS INC., a Corporation incorporated under the
Laws of the Province of Ontario, hereinafter referred to as "Springboard" and
XXXXX XXXXXXXXX, XXXXX XXXXXXXX, XXXXX XXXXX, XXXX XXXXXXXX, AND XXXXXX
XXXXXXX, the shareholders of the common shares of Springboard, hereinafter
referred to as the "vendors", OF THE FIRST PART, and
IVP TECHNOLOGY CORPORATION, a company registered under the laws of the
State of Nevada, hereinafter referred to as the "Purchaser" OF THE SECOND PART
WHEREAS the Purchaser has agreed to purchase all the outstanding and issued
common shares of Springboard ("the Shares") at a purchase price of one share of
the purchaser per one common share of Springboard:
AND WHEREAS the Vendors have agreed to sell and the Purchaser has agreed to
purchase the Shares on the terms and conditions hereinafter set out:
NOW THEREFORE THIS AGREEMENT WITHESSETH that for and in consideration of
the mutual covenants and agreements herein contained and for other good and
valuable consideration, it is agreed by and between the parties as follows:
1. Subject to the terms and conditions of this Agreement, the Vendors
covenant and agree to sell assign and transfer to the Purchaser, and the
Purchaser covenants and agrees to purchase from the Vendors, on the date of
closing (as hereinafter defined) Shares at a purchase price of one common share
of IVP Technology Corporation per one share of issued and outstanding common
share of Springboard Technology Solutions Inc. making a total purchase
consideration of 2000 common shares of IVP Technology Corporation.
2. The Vendors hereby represent and warrant to the purchaser as follows and
hereby acknowledge and confirm that the Purchaser is relying on such
representations and warranties in connection with the purchase by the Purchaser
of the Purchased shares.
a. The shares are now and will be on the date of Closing (as hereinafter
defined) beneficially owned by the vendors with a good and marketable title,
free of all liens, charges and other encumbrances whatsoever; and
b. No person, firm or corporation has now or will have at the time of
closing any agreement (other than this agreement) or option or right capable of
becoming an agreement or option to purchase form the vendors or from Springboard
and of the purchased shares.
3. The closing of this share purchase transaction shall take place as of
the 1st day of July, 2002 (the "closing date) at such time and place as may be
mutually agreed by the parties thereto.
4. On the closing date, the vendors shall deliver to the Purchaser a
certificate representing the Purchased shares duly endorsed in blank for
transfer and will cause such transfer of the Purchased Shares to be duly and
regularly recorded in the name of the Purchaser against payment of the purchase
price.
5. The covenants, representations and warranties herein contained shall
survive the closing of the purchase and sale of the Purchased Shares herein
provided for and notwithstanding such closing, shall continue in full force and
effect for the benefit of the Purchaser.
6. The vendors covenant to do, or cause to be done, all acts, deeds or
things necessary to complete the transaction of purchase and sale of the
Purchased Shares herein provided for so that following the closing the Purchaser
may be the registered holder of the Purchased Shares.
7. The provisions of this Agreement shall enure to the benefit of and shall
be binding upon the heirs, executors, estate trustees and the successors and
assigns of the parties hereto.
8. This agreement shall be governed by the Laws of the Province of Ontario.
IN WITNESS WHEREOF the parties hereto have executed this Agreement this 1st
day of July 2002
Xxxxx XxxXxxxxx
Xxxxx Xxxxxxxx
Xxxxx Xxxxx
Xxxx Xxxxxxxx
Xxxxxx Xxxxxxx
On behalf of Springboard Technology Solutions Inc.
by its President and CEO
On behalf of IVP Technology Corporation
by its President and CEO
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