EXHIBIT 10.3
STOCK REDEMPTION AGREEMENT
THIS STOCK REDEMPTION AGREEMENT ("Agreement") is made and entered into in
duplicate this 25th day of April, 2001, by and between DBS Holdings Inc.
("DBS"), a Nevada corporation ("Corporation"), and the DBS shareholders listed
on the Schedule "A" execution page hereto ("Shareholder").
RECITALS
A. The Shareholder is the owner of the shares ("Subject Shares") set forth in
Schedule "A" of $0.001 par value common stock issued by the Corporation;
B. On or about the date of this Agreement, the Corporation has entered into a
Stock Exchange and Finance Agreement (the "Transaction") with M-I Vascular
Innovations Inc, a Delaware corporation which has required, as a condition of
effecting a business arrangement with the Corporation, that the Corporation
effect a reorganization to alter its issued capital by redemption of capital and
each Shareholder has agreed to participate in the reorganization by agreeing
hereby to the redemption of the Subject Shares at $0.04 per Subject Share and
each Shareholder agrees that the redemption price is a fair and reasonable price
and return on investment and that such redemption is a fair and reasonable
condition and in the best interests of the Shareholder to permit the Corporation
to be able to effect the Transaction;
C. In connection with the closing and consummation of the Transaction, the
Corporation desires to redeem and purchase the Subject Shares from the
Shareholder, and the Shareholder desires to sell, on the terms and subject to
the conditions specified in this Agreement;
D. In connection with the closing and consummation of the Transaction, the
Shareholder desires to sell, assign, transfer, convey, surrender, deliver and
set over the Subject Shares to the Corporation, on terms and subject to the
conditions specified in this Agreement.
NOW, THEREFORE, IN CONSIDERATION OF THE RECITALS SPECIFIED ABOVE THAT SHALL BE
DEEMED TO BE A SUBSTANTIVE PART OF THIS AGREEMENT, AND THE MUTUAL COVENANTS,
PROMISES, UNDERTAKINGS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES SPECIFIED IN
THIS AGREEMENT AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED
LEGALLY AND EQUITABLY, THE PARTIES DO HEREBY COVENANT, PROMISE, AGREE, REPRESENT
AND WARRANT AS FOLLOWS:
1. INCORPORATION OF THE RECITALS. The Recitals of this Agreement, specified
above, by this reference, are made a part of this Agreement as though specified
completely and specifically at length in this Agreement.
2. REDEMPTION OF SUBJECT SHARES. On the terms and subject to all of the
conditions specified by the provisions of this Agreement and in connection with
and subject to the closing and consummation of the Transaction, the Shareholder
hereby forever and irrevocably sells, assigns, transfers, surrenders, conveys,
delivers and sets over to the Corporation, and Corporation hereby purchases and
redeems from the Shareholder, the Subject Shares, by the Shareholder
surrendering and delivering to the Corporation the certificate or certificates
representing and evidencing the Subject Shares, duly endorsed for transfer or
accompanied by stock powers duly executed by the Shareholder.
3. CONSIDERATION. As the consideration for the Shareholder's surrender and sale,
and the Corporation's purchase and redemption, of the Subject Shares, the
Corporation shall pay and deliver to Shareholder, on the date of closing of the
Transaction, or as otherwise provided therein, a payment in the amount of $0.04
per Subject Share.
4. SHAREHOLDER'S REPRESENTATIONS, WARRANTIES AND COVENANTS. The Shareholder
represents and warrants to the Corporation and covenants with the Corporation
the following, the truth and accuracy of each of which shall constitute a
condition precedent to the obligations of the Corporation pursuant hereto:
4.1 Validity of Agreement. This Agreement is valid and obligates the
Shareholder.
4.2 Share Ownership. The Shareholder is the owner, free and clear of any
encumbrances, of the Subject Shares. The Shareholder has full and complete
right and authority to transfer, sell, surrender, assign and convey the
Subject Shares to the Corporation.
4.3 Brokerage and Finder's Fees. The Shareholder has not incurred any
liability to any broker, finder or agent for any brokerage fees, finder's
fees or commissions with respect to the transaction contemplated by the
provisions of this Agreement.
4.4 Voluntary Nature of Transaction. The surrender and sale by the
Shareholder to the Corporation of the Subject Shares is made freely and
voluntarily by the Shareholder. The Shareholder, in selling and
surrendering the Subject Shares to the Corporation, is not acting under
fraud, duress, menace or undue influence. The Shareholder agrees that the
redemption price is a fair and reasonable price.
4.5 Acquisition of M-I Vascular Innovations Inc. The Shareholder (A) is
aware that the Corporation will be acquiring M-I Vascular Innovations Inc.
and that such may or will result in a material increase in the value of the
shares of the Corporation, (B) has received or is sufficiently aware of the
issues and business of M-I Vascular Innovations Xxx.xx be able to make his
or her own decision and makes no reliance on the Corporation for any
disclosure, and (C) has agreed to the redemption in order to permit the
Corporation to effect an acquisition of M-I Vascular Innovations Inc.,
which would not occur but for the within agreement for redemption.
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5. CORPORATION'S REPRESENTATIONS AND WARRANTIES. The Corporation represents and
warrants to the Shareholder and covenants with the Shareholder the following,
the truth and accuracy of each of which shall constitute a condition precedent
to the obligations of the Shareholder pursuant hereto:
5.1 Validity of Agreement. This Agreement is valid and obligates the
Corporation. The Corporation has full and complete power and authority to
redeem the Subject Shares, as contemplated by the provisions of this
Agreement.
5.2 Brokerage and Finder's Fees. The Corporation has not incurred any
liability to any broker, finder or agent for any brokerage fees, finder's
fees or commissions with respect to the transactions contemplated by the
provisions of this Agreement.
5.3 Voluntary Nature of Transaction. The Corporation's agreement to enter
into the transaction contemplated by the provisions of this Agreement is
made freely and voluntarily by the Corporation. The Corporation in
redeeming the Subject Shares is not acting under fraud, duress, menace or
undue influence.
6. PROHIBITION OF CERTAIN EVENTS. Anything contained in this Agreement to the
contrary notwithstanding, the Shareholder(s), until Closing and re-registration
of the Shares, agree and shall use their best efforts (including not voting for
and voting against) to cause the Corporation not to: (a) merge or consolidate
into any other corporation (other than a merger in which the Corporation is the
surviving corporation); (b) enter into any share exchange except with M-I and/or
its stockholders; (c) enter into any agreement to transfer all or substantially
all of the assets of the Corporation; (d) dissolve, liquidate or wind up the
Corporation; (e) issue, or agree to issue, any shares of its capital stock or
rights to acquire such stock (except upon exercise of previously issued and
outstanding warrants); (f) incur any debt out of the ordinary course of
business; or (g) enter into any new business or suffer any material change in
its financial condition or business; provided, however, the above restrictions
shall not apply to any approved transaction between or consented to by all of
the Corporation and M-I .
7. TRANSFERABILITY. This Agreement may not be assigned, pledged, hypothecated,
sold or otherwise transferred or encumbered by the Purchaser. This Agreement may
and shall be assigned by the Shareholder(s) to any successor owner(s of the
Shares, which owners shall be bound by this Agreement.
8. RECOVERY OF LITIGATION COSTS. If any legal or equitable action or any
arbitration or other proceeding is brought for the enforcement or interpretation
of this Agreement, or because of an alleged dispute, breach, default or
misrepresentation in connection with any of the provisions of this Agreement,
the successful or prevailing party shall be entitled to recover reasonable
attorneys' fees and other costs incurred in such action or proceeding, in
addition to any other relief to which it may be entitled.
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9. GOVERNMENTAL RULES AND REGULATIONS. The provisions of this Agreement and the
Transaction are subject to any and all present and future orders, rules and
regulations of any duly constituted authority having jurisdiction of the
transaction contemplated by the provisions of this Agreement.
10. NOTICES. All notices, requests, claims, demands and other communications to
be given pursuant to the provisions hereof by any party to this Agreement to any
other party to this Agreement may be effected by personal delivery in writing or
by registered or certified mail, postage prepaid, return receipt requested, and
shall be deemed communicated as of one business day from mailing. Mailed notices
shall be addressed as set forth below; provided, however, each party to this
Agreement may change its address by written notice in accordance with the
provisions of this paragraph:
If to the Shareholder: at the address set forth in the registry of the
Corporation
If to the Corporation:
Xxxxxx X. Xxxxxxxxxx
Ducker, Montgomery, Xxxxx & Xxxxxxxxx, P.C.
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
11. COUNSEL AND POWER OF ATTORNEY.
(a) Each of the Shareholders acknowledges that he/she/it has been instructed to
retain separate counsel and either has done so or has affirmatively elected
to disregard that advice.
(b) Each of the Shareholders hereby appoints Xxxxxx Xxxxxxxxxxx and Xxx
Xxxxxxxxx (the "Shareholder Representatives"), and each of the Shareholder
Representatives individually, with full power of substitution, as such
Shareholder's true and lawful agent and attorney-in-fact for the purposes
of
i. executing and delivering such stock powers and other documents, and
taking such other actions, in the Shareholder's name and on his behalf, as
such Shareholder Representative(s) may deem necessary or appropriate to
effect the Closing of M-I Vascular Innovations Inc. and to sell, transfer
and convey to the Corporation such Shareholder's Subject Shares; and
ii. executing, delivering and filing on behalf of such Shareholder,
with the appropriate Canadian and U.S. regulatory authorities, such
instruments as the Shareholder Representative(s) and their counsel deem
necessary or appropriate to implement the transactions contemplated by this
Agreement.
12. ENTIRE AGREEMENT. This Agreement supersedes any and all other agreements,
either oral or in writing, between the parties to this Agreement with respect to
the subject matter of this Agreement and specifies all the covenants and
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agreements between those parties with respect thereto, and each party to this
Agreement acknowledges that no representations, inducements, promises, or
agreements, orally or otherwise, have been made by any party, or anyone acting
on behalf of any party which are not embodied herein, and that any other
agreement, statement, or promise concerning the subject matter of this Agreement
shall be of no force or effect except in a subsequent modification in writing
signed by the party to be charged.
13. SEVERABILITY. In the event any part of this Agreement, for any reason, is
declared to be invalid, such decision shall not affect the validity of any
remaining portion of this Agreement, which remaining portion shall remain in
full force and effect as if this Agreement had been executed with the invalid
portion thereof eliminated, and it is hereby declared the intention of the
parties to this Agreement that those parties would have executed the remaining
portion of this Agreement without including any such part, parts, or portion
which, for any reason, may be hereafter declared invalid.
14. CAPTIONS AND INTERPRETATIONS. Captions of the paragraphs of this Agreement
are for convenience and reference only, and the words contained in those
captions shall in no way be held to explain, modify, amplify or aid in the
interpretation, construction or meaning of the terms, conditions and provisions
of this Agreement. The language and all parts to this Agreement, in all cases,
shall be construed in accordance with the fair meaning of that language and
those parts and as if that language and those parts were prepared by all parties
and not strictly for or against any party. Each party and counsel for such party
have reviewed this Agreement and participated in the negotiation and drafting of
this Agreement. The rule of construction, which requires a court to resolve any
ambiguities against the drafting party, shall not apply in interpreting the
provisions of this Agreement.
15. FURTHER ASSURANCE. Each party to this Agreement hereby agrees to take any
and all action necessary or appropriate to execute and discharge its
responsibilities and obligations created pursuant to the provisions of this
Agreement and to further effectuate and carry out the intents and purposes of
this Agreement and the transactions contemplated hereby.
16. NUMBER AND GENDER. Whenever the singular number is used in this Agreement,
and when required by the context, the same shall include the plural, and vice
versa; the masculine gender shall include the feminine and neuter genders, and
vice versa; and the word "person" shall include individual, company, sole
proprietorship, corporation, joint venture, association, joint stock company,
fraternal order, cooperative, league, club, society, organization, trust,
estate, governmental agency, political subdivision or authority, firm,
municipality, congregation, partnership, or other form of entity.
17. EXECUTION IN COUNTERPARTS. This Agreement may be executed in several
counterparts and, when so executed, those counterparts shall constitute one
agreement which shall obligate all parties to this Agreement, notwithstanding
that all parties to this Agreement are not signatory to the original and same
counterpart.
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18. SUCCESSORS AND ASSIGNS. This Agreement and each of its provisions shall
obligate the heirs, executors, administrators, successors, and assigns of each
of the parties hereto. No provisions of this paragraph, however, shall be a
consent to the assignment or delegation by any party to this Agreement of its
respective rights and obligations created pursuant to the provisions of this
agreement.
IN WITNESS WHEREOF, the parties to this Stock Redemption Agreement have executed
in duplicate this Agreement of the date first above written.
DBS HOLDINGS INC.
/s/ Xxxxxx Xxxxxxxxxxx, President
-----------------------------------
AUTHORISED SIGNATORY
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SCHEDULE "A"
EXECUTION PAGE TO THE STOCK REDEMPTION AGREEMENT
Redeeming Shareholders Number Redeemed Signature
---------------------- --------------- ---------
Xxxxxxxx Xxxxxxx 800,000 /s/ Xxxxxxxx Xxxxxxx
--------------------------
Xxx Xxxx 800,000 /s/ Xxx Xxxx
--------------------------
Xxxx Xxxx 800,000 /s/ Xxxx Xxxx
--------------------------
Xxx Xxxxxxxxx 850,000 /s/ Xxx Xxxxxxxxx
--------------------------
Alex Basic 500,000 /s/ Alex Basic
--------------------------
Xxx Xxxxxxxxxxx 1,000,000 /s/ Xxxxxx Xxxxxxxxxxx
--------------------------
Chansu Financial, Inc. 750,000 /s/ Xxxxxxx Xxxxxxxxxx
--------------------------
Per: Authorized Signatory
---------
Total 5,500,000
