Exhibit 10 e
SHARE PURCHASE AGREEMENT
THIS AGREEMENT made and entered into as of the 31st day of
December 2000.
AMONG:
3720161 CANADA CORPORATION, also doing business under the names
"Mobilair" and "Mobilair Integration", a body corporate duly
organized and existing under the laws of Canada (hereinafter
called the "Corporation" or the "Purchaser")
AND: AXYN CANADA CORPORATION, a body corporate duly organized and
existing under the laws of Canada (hereinafter called the
"Vendor")
(the Purchaser and the Vendor are hereinafter collectively
referred to as the "Parties")
WHEREAS
(a) The Vendor is the registered holder and beneficial owner of
one common share of the Corporation (the "Share");
(b) The Vendor wishes to sell to the Purchaser and the Purchaser
wishes to purchase from the Vendor the Share on the terms and
conditions set out in this agreement (the "Agreement");
NOW THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Parties
hereto agree as follows:
1. AGREEMENT
1.1 Sale and Purchase - Subject to the terms and conditions
hereof, the Vendor agrees to sell to the Purchaser, and the
Purchaser agrees to purchase from the Vendor the Share. The
purchase and sale shall be deemed completed as of December 31st,
2000. The ownership of the Share shall be transferred to the
Purchaser at this date.
1.2 Purchase Price - The aggregate purchase price for the Share
shall be $1.00 (the "Purchase Price") which the Vendor
acknowledges receipt.
2. REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of Vendor - The Vendor hereby
represents and warrants to, and, where indicated, covenants with
the Purchaser as follows, and acknowledges that the Purchaser is
relying upon such representations, warranties, and covenants in
connection with its purchase of the Share:
(1) No Options - The Vendor has no option or right or privilege
(whether by law, pre-emptive or contractual) existing pursuant to
which the Corporation or the Vendor is or might be required to
convert or issue any further securities or shares in the capital
of the Corporation.
(2) Ownership - The Vendor is the beneficial owner of the Share,
with good and marketable title thereto, free and clear of any
pledge, lien, charge, encumbrance or security interest of any
kind and of any portion or other right thereto. The Vendor has
the full power and unrestricted authority and right to sell the
Share in accordance with this Agreement.
(3) No Default - This Agreement has been duly authorized, where
required, executed and delivered by the Vendor, and constitutes a
valid and binding obligation of the Vendor.
(4) Corporation's Assets - The Vendor has no right or interest in
the Corporation's assets (except with respect to the security
interest granted by the Corporation to secure the Vendor's debts
against the Corporation) and without limiting the generality of
the foregoing, the Vendor has entirely assigned without any
reserve all rights and interests that he holds or may hold in the
assets acquired from Clearnet Inc. and thereafter assigned to the
Corporation, including in no limited manner all rights and
interests of the Vendor in the business names "Mobilair",
"Mobilair Integration", "Mobilair" and "Mobilair Integration".
(5) Undisclosed Contracts - The Vendor did not undertake any
obligations and it did not enter into any contract on behalf of
the Corporation which has not been disclosed to Xx. Xxxxxx
Xxxxxxxx or registered in the Corporation books or the
appropriate records of the Corporation.
(6) Undisclosed Liabilities - the Vendor is not aware of any
actual liabilities or contingencies of the Corporation that have
not been divulgated to Xx. Xxxxxx Xxxxxxxx or that have not been
registered in the Corporation's books or the appropriate records
of the Corporation.
3. COVENANTS OF VENDOR
The Vendor hereby covenants to and agrees with the Purchaser as
follows:
3.1 Assistance - The Vendor shall provide the Purchaser with
proper assistance within its power as may be reasonably required
by the Purchaser to facilitate the transition in the conduct of
Corporation's business.
3.2 Resignations, Terminations and Release - The Vendor shall
cause Xx. Xxxxx Xxxxxx to resign as Director and Officer of the
Corporation as of December 28, 2000 and shall cause Xx. Xxxxx
Xxxxxx and Xx. Xxxxxx X. Xxxx to deliver to the Purchaser, duly
executed releases and undertakings to the same effect as the
"Releases and Undertakings" forming Schedule "A" hereto.
3.3 Other Releases - The Vendor shall cause Mr. Xxxx Xxxxxxxxx,
Xxxxxxx Xxxxxx and Xxxx Xxxxxx to deliver to the Purchaser duly
executed releases and discharges to the same effect as the
"Release and Discharge" forming Schedule "B" hereto.
4. NON-COMPETITION
4.1 The Vendor hereby covenants that for a period of three (3)
years following December 31, 2000, it shall not:
(1) (a) operate or carry on, or
(b) (i) invest in, in any manner, or
(ii) be employed by,
any person operating or carrying on, or
(c) assist, in any manner, any person to operate or carry on:
(2) any business or venture operating in the development and/or
the sale of software products for the 9-1-1 and computer aided
dispatch and record management for police, fire and ambulance
products;
(3) in each case in the Province of Quebec.
Notwithstanding the foregoing, nothing herein shall prevent the
Vendor from owning not more than ten percent (10%) of the shares
of any publicly traded corporation that owns, controls or
operates a business contemplated in the section 4.1 (2) hereto.
Each of the foregoing subparagraphs of each of such covenants
shall be severable and if any of such covenants is unenforceable
by reason of the inclusion of any such subparagraph, such
subparagraph shall be deemed deleted therefrom.
5. SPECIAL COVENANT OF THE PURCHASER
5.1 The Purchaser hereby covenants and agrees that nothing in
this Agreement discharges or releases the Purchaser of its
obligations to fully pay all debts due to Clearnet Inc. as
represented in the November 28th, 2000 unaudited balance sheet of
the Purchaser, as well as any other liabilities owed to Clearnet
Inc.
6. MISCELLANEOUS MATTERS
6.1 Expenses - Each Party shall be responsible for its own legal
and other charges incurred in connection with the preparation of
this Agreement, all negotiations between the parties and the
consummation of the transactions contemplated hereby.
6.2 Further Assurances - Each Party will from time to time at any
other Party's request and expense and without further
consideration, execute and deliver such other instruments of
transfer, conveyance and assignment and take such further action
as the other Party may require to more effectively complete any
matter provided for herein.
6.3 Entire Agreement - This Agreement constitutes the entire
agreement among the Parties and except as herein stated and in
the instruments and documents to be executed and delivered
pursuant hereto, contains all of the representations and
warranties of the respective Parties. There are no oral
representations or warranties among the Parties of any kind.
This Agreement may not be amended or modified in any respect
except by written instrument signed by all Parties.
6.4 Applicable Law - This Agreement shall be interpreted in
accordance with the laws of the Province of Quebec and the laws
of Canada applicable therein.
6.5 Successors and Assigns - This Agreement shall enure to the
benefit of and be binding upon the Parties hereto and their
respective successors and assigns.
6.6 Execution in Counterparts - This Agreement may be executed
in one or more counterparts, each which so executed shall
constitute an original and all of which together shall constitute
one and the same agreement.
6.7 Confidentiality - The Parties hereto acknowledge that the
confidentiality of the terms and conditions of this Agreement are
valuable to the business of each and agree that the same will be
kept confidential and no information concerning such terms and
conditions will be disclosed by either to any third party expect
as consented to in writing by the other or as required by law.
6.8 Language - The Parties hereto have expressly agreed that this
Agreement and all deeds, documents or notices relating thereto be
executed in English. Les parties aux presentes ont expressement
convenu que cet acte et tout autre acte, document ou avis y
afferent soient rediges en anglais.
IN WITNESS WHEREOF the Parties have executed this Agreement as of
the date first herein before written.
THE VENDOR: THE PURCHASER
AXYN CANADA CORPORATION 3720161 CANADA CORPORATION
By: By:
Xxxx Xxxxx Xxxxxx Xxxxxxxx, President
