EXHIBIT 23
SHARE PURCHASE AGREEMENT
THIS AGREEMENT made as of the 18th day of November, 0000
XXXXXXX
XXXX XXXXXX XXXXXX LIMITED, a company incorporated under the
laws of the Province of Ontario (hereinafter referred to as
the "Investor")
-and-
XXXXXXX XXXXXXXX (hereinafter referred to as the "Vendor")
-and-
RENT SHIELD CORP., a company incorporated under the laws of
the State of Florida (hereinafter referred to as "RSHL")
AND WHEREAS the Vendor owns all of the issued and outstanding shares
(hereinafter referred to as "the Shares") of CANADIAN INTERMEDIARIES LIMITED
(hereinafter referred to as "CIL"), a corporation incorporated under the laws of
the Province of Ontario;
AND WHEREAS the Purchaser is a wholly owned subsidiary of RSHL;
AND WHEREAS the Purchaser desires to purchase and the Vendor desires to sell to
the Purchaser, 100% of all the issued and outstanding Shares of CIL (hereinafter
referred to as the "Purchased Shares"), upon the terms and conditions
hereinafter set forth;
NOW THEREFORE, inconsideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:
Sale of the CIL Shares
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1. The Vendor hereby sells to the Purchaser and the Purchaser hereby
purchases from the Vendor, the Purchased Shares, with effect from
December 15, 2003.
Price
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2. The Purchaser shall pay or cause others to pay to the Vendor for the
Purchased Shares, a consideration of the following:
a. The sum of $5,000,000.00 USD, to be paid as follows:
i. Two Million Five Hundred Thousand (US$2,500,000.00) Dollars
on or before December 15, 2003.
ii. The sum of Two Million Five Hundred Thousand
(US$2,500,000.00) Dollars to be paid in the form of Rent
Shield Corp. issuing Vendor the sum of ONE MILLION SIX HUNDRED
AND SIXTY SEVEN THOUSAND COMMON SHARES of RENT SHIELD CORP.,
at a value of $1.5/share.
Representations and Warrants
----------------------------
3. a. No representations and warranties are given by the Purchaser either
to CIL or to Vendor.
b. CIL represents and warrants to Purchaser that it owns all related
licenses and book of business which directly relates to the business of
CIL for the past three years.
c. Vendor represents and warrants that it owns all issued and
outstanding shares of CIL.
d. Vendor represent that all financial statements of CIL, for the past
five years, are true and correct.
e. Vendor represents that he will be made available to purchaser for a
period of no less than five (5) years from the date of this agreement,
as it relates to maintaining any and all licenses, which CIL currently
holds, which will require the personal involvement of Vendor.
f. Both Vendor and CIL represent and warrant that any and all taxes of
CIL have been paid and any current taxes due and payable, will be paid
from the proceeds as defined in Section 2 above.
g. Both Vendor and CIL represent that there are no current or past
employees that have any interest in CIL, and that CIL owes no monies or
other consideration to any employees as of the closing of this
transaction.
h. Vendor will agree to remain employed by CIL in his current position,
for a period of no less than five (5), for an annual salary of Ten
United Stated Dollars (US$10.00) per year.
i. Vendor will indemnify and hold harmless the Purchaser from any and
all actions, resulting from any and all acts and or omissions of either
Vendor and or CIL as of the date of Closing of this Agreement.
Closing Requirements
4. On or prior to the closing of this transaction, the Vendor and or CIL
shall deliver to the Purchaser the following, as the case may be:
a. The Purchaser shall deliver both the funds and the shares as
referred to in paragraph 2 above.
b. The Vendor and or CIL shall deliver to the Investor documentation
evidencing that the Shares have been transferred to the Purchaser.
c. That CIL and or Vendor has caused 100% of all issued and outstanding
shares of CIL to be issued in the name of Purchase.
d. That CIL has issued a corporate resolution indicating that no
further shares (both common and preferred) will be issued by CIL,
without the approval of Purchaser.
e. An acknowledgement by Xxxxxxx Xxxxxxxx that all assets owned by CIl
are free and clear of any obligations to anyone third party. That CIL
has fulfilled all obligations to Vendor at that time that said shares
were transferred into CIL by Vendor or other related parties.
Assignment
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5. Vendor hereby represents and warrants that it has not charges,
encumbered, transferred or dealt with in any manner whatsoever its
shares in CIL and hereby assigns and set over to Purchaser all of its
right, title and
interest in and to 100% of all issued and outstanding common shares of
CIL under the terms contained herein, including all rights of ownership
and assignment.
Closing Date
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6. The Closing shall be the 15th day of December, 2003.
Governing Law
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7. This Agreement shall be governed pursuant to the Laws of the State of
Florida.
IN WITNESS WHEREOF the parties hereto have executed this Agreement under the
hands of their duly authorized signing officers.
RENT SHIELD CORP.
Per: /s/ illegible /s/ illegible
--------------------------------- --------------------
Authorized Signing Authority,
I Have authority to bind the Corporation.
/s/ illegible
--------------------
CANADIAN INTERMEDIARIES LIMITED
Per: /s/ illegible
----------------------------
Authorized Signing Authority,
I Have authority to bind the Corporation.
/s/ Xxxxxxx Xxxxxxxx
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XXXXXXX XXXXXXXX
AMENDMENT TO SHARE PURCHASE AGREEMENT
THIS AMENDMENT is made to the share purchase agreement of November 18,
2003 between:
RENT SHIELD CANADA LIMITED, a company incorporated under the
laws of the Province of Ontario (hereinafter referred to as
the "Investor")
-and-
XXXXXXX XXXXXXXX (hereinafter referred to as the "Vendor")
-and-
RENT SHIELD CORP., a company incorporated under the laws of
the States of Florida (hereinafter referred to as "RSHL")
AND WHEREAS the parties have entered into a share purchase agreement
dated November 18, 2003 and whereas the parties have agreed to amend
said November 19, 2003 as follows:
Closing Date shall be changed from December 15, 2003 to June
30, 2004.
IN WITNESS WHEREOF the parties hereto have executed this Agreement
under the hands of their duly authorized signing officers.
Dated this 14th day of December, 2003.
RENT SHIELD CORP.
Per: /s/ Xxxxxx Xxxxx /s/ Xxxxxxx Xxxxxxxx
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Xxxxxx Xxxxx XXXXXXX XXXXXXXX
I have authority to bind the company
CANADIAN INTERMEDIARIES LIMITED
Per: /s/ Xxxxxxx Xxxxxxxx
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XXXXXXX XXXXXXXX
I have authority to bind the company
