AGREEMENT TO PURCHASE AND SELL SHARES made at the City of Montreal, Province of Quebec, this 30th day of September, 2006.
AGREEMENT
TO PURCHASE AND SELL SHARES
made at
the City of Montreal, Province of Quebec, this 30th
day of
September, 2006.
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BY
AND BETWEEN:
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DYNASTY
GAMING INC,
a
body politic and corporate, herein acting and represented by Xxxxxx
Xxxxxxxx, its President and Chief Executive Officer, and Xxxx Xxxxxxxx,
its Chief Financial Officer, duly authorized as they so
declare,
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(hereinafter
referred to as the “Vendor”);
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OF
THE FIRST PART
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AND:
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CPC
CANADA INC.,
a
body politic and corporate, herein acting and represented by Xxxxx
Xxxxxx,
its President, duly authorized as he so
declares,,
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(hereinafter
referred to as the “Purchaser”);
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OF
THE SECOND PART
WHEREAS
the
Vendor is the owner of all of the issued and outstanding shares in the capital
of each of MedEvents Inc. (“MedEvents”), Cadence Healthcare Communications Inc.
(“Cadence”) and CPC Econometrics, Inc. (“CPC”) (collectively the
“Shares”);
WHEREAS
the
Purchaser wishes to purchase and the Vendor wishes to sell the Shares, subject
to the terms and conditions hereof.
NOW
THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE CONDITIONS AND COVENANTS
HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE
1
DEFINITIONS
AND INTERPRETATION
| 1.1 |
In
this Agreement unless specifically defined otherwise or the context
otherwise requires, the following terms shall have the following meanings,
and the terms defined elsewhere herein shall have the meaning there
defined:
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| 1.1.1 |
“Agreement”
means this Agreement to Purchase and Sell Shares including all schedules
attached hereto, all of which are incorporated herein by reference
and
form part hereof and all amendments and supplements hereto and the
terms
“herein”, “hereof”, “hereto”, “hereunder”, and like terms refer to this
Agreement;
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| 1.1.2 |
“Cadence
Shares” means the one hundred (100) Class A common shares in the share
capital of Cadence registered in the name of the
Vendor;
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| 1.1.3 |
“Closing”
means the completion of the sale and purchase of the Shares under this
Agreement;
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| 1.1.4 |
“Closing
Date” shall have the meaning ascribed thereto in section 6.1
hereof;
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| 1.1.5 |
“Corporations”
means Cadence, CPC and MedEvents;
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| 1.1.6 |
“CPC
Shares” means the one thousand one hundred and forty-three (1,143) common
shares in the share capital of CPC registered in the name of the
Vendor;
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| 1.1.7 |
“Effective
Date” means 5:00 P.M. Montreal time on the 30th day of September,
2006;
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| 1.1.8 |
“MedEvents
Shares” means the one hundred (100) common shares in the share capital of
MedEvents registered in the name of the
Vendor;
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| 1.1.9 |
“Parties”
means the Vendor and the Purchaser and “Party” means either one of the
Parties;
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| 1.1.10 |
“Purchase
Price” shall have the meaning ascribed thereto in
section 2.1
hereof;
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| 1.1.11 |
“Shares”
means the Cadence Shares, the CPC Shares and the MedEvents
Shares.
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| 1.2 |
The
preamble hereto shall form part of this Agreement as if incorporated
in
the body hereof.
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ARTICLE
2
| 2.1 |
Subject
to the terms and conditions herein contained, the Vendor hereby sells
and
transfers the Shares to the Purchaser and the Purchaser hereby purchases
the Shares from the Vendor for a purchase price of Three Hundred Thousand
Dollars ($300,000) (the “Purchase Price”),
payable as hereinafter set forth.
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| 2.2 |
The
Purchase Price shall be payable as
follows:
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| 2.2.1 |
an
amount equal to fifty percent (50%) of the Purchase Price shall be
payable
by the Purchaser to the Vendor on the Closing
Date;
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| 2.2.2 |
the
balance of the Purchase Price shall be payable by the Purchaser to
the
Vendor in three equal instalments respectively on the 120th
day, 240th
day and the 365th
day following the Closing Date, or on the next immediately following
business day if such days is not a business
day.
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| 2.3 |
The
Vendor shall at the Closing deliver to the Purchaser the share
certificate(s) representing the Shares duly endorsed by the Vendor
for
transfer.
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ARTICLE
3
REPRESENTATIONS
AND WARRANTIES OF THE VENDOR
| 3.1 |
The
Vendor hereby covenants, represents and warrants as follows and
acknowledges that the Purchaser is relying upon such covenants,
representations and warranties in connection with the purchase of the
Shares by the Purchaser and such covenants, representations and warranties
are repeated and shall be true as of the Effective Date and as of the
Closing Date:
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| 3.1.1 |
The
Vendor is a corporation incorporated under the laws of Canada and is
duly
organized and validly subsisting in good standing
thereunder.
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| 3.1.2 |
The
Vendor is the sole, true and absolute owner and registered holder of
the
Shares with good and marketable title
thereto.
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| 3.1.3 |
The
Shares have all been validly issued and allotted and are outstanding
as
fully paid and non-assessable and represent 100% of the issued and
outstanding shares of the Corporation.
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| 3.1.4 |
Each
of Cadence and MedEvents is duly constituted and validly subsisting
in
good standing under the laws of Canada, and CPC is duly constituted
and
validly subsisting in good standing under the laws of Georgia,
USA.
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| 3.1.5 |
All
necessary corporate action and proceedings have been taken by the Vendor
and the Corporations to permit the execution of this Agreement, subject
to
the fulfilment of the conditions set forth in Article 5
hereinbelow.
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| 3.1.6 |
The
execution and delivery by the Vendor of and performance of its obligations
under this Agreement and the completion by the Vendor of the transaction
contemplated hereby will not result in the violation of any of the
terms
and provisions of the constating documents or by-laws of the Vendor
or of
any indenture or other agreement, written or oral, to which the Vendor
is
party or by which it is bound.
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| 3.1.7 |
This
Agreement has been duly authorized, executed and delivered by the Vendor
and is a valid and binding obligation of the Vendor enforceable in
accordance with its terms except as such enforcement may be limited
by
bankruptcy, insolvency or other laws of general application affecting
the
rights of creditors and except that specific performance is an equitable
remedy which may only be awarded in the discretion of the
court.
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| 3.1.8 |
The
Vendor is not a non-resident of Canada within the meaning of the
Income
Tax Act
(Canada).
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| 3.2 |
The
Vendor agrees and undertakes to cause its nominees to resign from the
board of directors of the Corporation effective as at the Effective
Date.
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ARTICLE
4
REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER
| 4.1 |
The
Purchaser hereby covenants, represents and warrants as follows and
acknowledges that the Vendor is relying upon such covenants,
representations and warranties in connection with the sale of the Shares
to the Purchaser and such covenants, representations and warranties
are
repeated and shall be true as of the Effective Date and as of the Closing
Date:
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| 4.1.1 |
The
Purchaser is a corporation incorporated under the laws of Quebec
and is duly organized and validly subsisting in good standing
thereunder.
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| 4.1.2 |
The
execution and delivery by the Purchaser of and performance of its
obligations under this Agreement and the completion by the Purchaser
of
the transaction contemplated hereby will not result in the violation
of
any of the terms and provisions of the constating documents or by-laws
of
the Purchaser or of any indenture or other agreement, written or oral,
to
which the Purchaser is a party or by which the Purchaser is
bound.
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| 4.1.3 |
All
necessary corporate action and proceedings have been taken by the
Purchaser to permit the execution of this Agreement, subject to Article
5
hereinbelow.
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| 4.1.4 |
This
Agreement has been duly executed and delivered by the Purchaser and
is a
valid and binding obligation of the Purchaser enforceable in accordance
with its terms except as such enforcement may be limited by bankruptcy,
insolvency or other laws of general application affecting the rights
of
creditors and except that specific performance is an equitable remedy
which may only be awarded in the discretion of the
court.
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| 4.1.5 |
The
Purchaser declares that it is familiar with the business and affairs
of
the Corporations, and that it has reviewed the audited financial
statements of the Vendor and the Corporations for the year ended
December 31, 2005 and the interim financial statements for the period
ended March 31, 2006 as well as the subsequent internal financial reports
for the period up to the Effective Date.
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ARTICLE
5
CONDITIONS
AND ESCROW
| 5.1 |
The
purchase and sale transaction contemplated by this Agreement is subject
to
any approval that may be required from, and any conditions that may
be
imposed, by the TSX Venture Exchange.
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ARTICLE
6
CLOSING
| 6.1 |
The
Closing of the transaction contemplated herein shall be completed at
the
offices of Sweibel Novek LLP, 0000, xxxxxx xx Xxxxx, Xxxxxxxx,
Xxxxxx, at 10:00 A.M. on October 31, 2006, or at such other time,
date and/or place as may be mutually agreed upon by the Parties hereto
(the “Closing Date”).
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| 6.2 |
At
Closing, the Vendor shall deliver to the Purchaser the following
documents:
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| (a) |
the
share certificate(s) evidencing the Shares duly endorsed for
transfer;
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| (b) |
a
certified copy of a resolution of the directors of each of the
Corporations approving and consenting to the transfer of the Shares
hereunder; and
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| (c) |
a
certified copy of a resolution of the directors of the Vendor approving
the sale of Shares hereunder.
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| 7.2 |
At
Closing, the Purchaser shall deliver to the Vendor the
following:
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| (a) |
payment
of the portion of the Purchase Price payable on the Closing Date;
and
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| (b) |
a
certified copy of a resolution of the directors of the Purchaser approving
the purchase of the Shares hereunder.
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| 7.3 |
Notwithstanding
the date of execution and the Closing Date, once the Closing shall
have
occurred this Agreement shall be considered to be effective as of the
Effective Date.
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ARTICLE
8
OPERATIONS
AND MANAGEMENT PENDING CLOSING
| 8.1 |
During
the period from the Effective Date until the Closing Date, the prior
written consent of both the Purchaser and the Vendor shall be an essential
requirement in order for any of the Corporations
to
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| 8.1.1 |
make
any expenditure outside the normal course of
business;
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| 8.1.2 |
incur
any debt or liability;
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| 8.1.3 |
enter
into any contract;
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| 8.1.4 |
change
the nature of its business;
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| 8.1.5 |
encumber,
pledge, hypothecate or grant any security upon any its assets;
or
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| 8.1.6 |
amend
its articles.
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| 8.2 |
For
greater certainty, from the Effective Date until the Closing Date the
persons authorized to sign all cheques and other negotiable instruments
and all contracts on behalf of the Corporation shall be the Purchaser
or
his nominee and an officer or director of the Vendor acting together.
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ARTICLE
9
CONFIDENTIALITY
| 9.1 |
The
Vendor covenants and agrees that it shall not at any time, without
the
prior written consent of the Purchaser, disclose any confidential and
proprietary information and trade secrets of the Corporations to any
person other than to the officers, directors and management of the
Corporations except as may be required by law and shall not use the
same
for any purpose other than those of the Corporations or the
Purchaser.
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| 9.2 |
The
Purchaser covenants and agrees that he shall not at any time, without
the
prior written consent of the Vendor, disclose any confidential and
proprietary information and trade secrets of the Vendor to any person
other than the Vendor’s officers, directors and management except as may
be required by law and shall not use same for any purpose other than
those
of the Vendor.
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ARTICLE
10
NOTICES
| 10.1 |
All
notices, requests, demands and other communications hereunder shall
be in
writing with specific reference to this Agreement and shall be deemed
to
have been duly delivered on the date of delivery, if by messenger,
with a
signed acknowledgement of receipt of delivery; on the first (1st)
business day after transmission, if sent by telex, telegraph or
telecopier; or on the fifth (5th)
business day following the day on which it was mailed, sent by first
class, certified or registered mail, if sent by mail, as
follows:
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| 10.1.1 |
in
the case of the Vendor, addressed to:
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000
Xxxxxx Xxxxxxxx, Xxxxx 000
Xxxxxxxx,
XX X0X 0X0
Attention:
President
Fax:
(000) 000-0000
| 10.1.2 |
in
the case of the Purchaser, addressed to:
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CPC
CANADA INC.
000
Xxxx
Xxxx
Xxxxxx,
Xxxxxxx 00000
Attention:
President
Fax:
| 10.1.3 |
or
such other address as one Party may in writing advise the other
Party.
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ARTICLE
11
GENERAL
| 11.1 |
This
Agreement shall inure to the benefit of and be binding upon the Parties
hereto and their respective heirs, executors, legal representatives,
successors and assigns, provided however that this Agreement cannot
be
assigned by either Party without the consent of the other
Party.
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| 11.2 |
This
Agreement contains the entire agreement between the Parties with respect
to the subject matter hereof and supersedes all prior negotiations,
agreements and understandings, if any.
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| 11.3 |
The
Vendor and the Purchaser will each execute and deliver such further
documents and instruments and do such acts and things as may be reasonably
required by the other to carry out the intent and meaning of this
Agreement.
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| 11.4 |
A
Party hereto may at any time and from time to time waive any stipulation
hereof for its benefit and binding upon the other Party upon the written
request therefor from other party. However, the waiver of any of the
provisions, terms or conditions contained in this Agreement shall not
be
considered as a waiver of any of the other provisions, terms and
conditions hereof. The failure of any Party to seek redress for violation
of, or to insist upon strict performance of, any provisions of this
Agreement shall not prevent a subsequent act, which would have originally
constituted a violation, from having the effect of an original
violation.
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| 11.5 |
Each
party acknowledges having sought and obtained independent legal
representation in connection with this
Agreement.
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| 11.6 |
This
Agreement may be executed simultaneously in two or more counterparts
each
of which shall be deemed an original but all of which together shall
constitute but one and the same
instrument.
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| 11.7 |
The
headings contained in this Agreement are for reference purposes only
and
shall not affect the meaning or interpretation of this
Agreement.
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| 11.8 |
Each
Article and Section of this Agreement, and any part hereof, shall be
interpreted separately and the nullity of any Article or Section or
any
part thereof shall not render the remaining parts of the Agreement
null.
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| 11.9 |
| 11.10 |
All
amounts in this Agreement are in Canadian
Dollars.
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| 11.11 |
The
Parties require that the present Agreement and the schedules and any
notice or procedure to be given or sent in virtue of this Agreement
be in
the English language. Les
parties exigent que la présente convention et les annexes et tout avis ou
procédures à être donnés ou expédiés en vertu de cette convention soient
rédigés en langue anglaise.
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IN
WITNESS WHEREOF
the
Parties have executed this Agreement at the place and on the date first
hereinabove mentioned.
| DYNASTY GAMING INC. | ||
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| /s/ Xxxxxx Xxxxxxxx | ||
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per: Xxxxxx Xxxxxxxx |
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| /s/ Xxxx Xxxxxxxx | ||
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And per: Xxxx Xxxxxxxx |
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| CPC CANADA INC. | ||
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/s/
Xxxxx Xxxxxx
Per: Xxxxx Xxxxxx |
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