EXHIBIT 10.2
SHARE PURCHASE AGREEMENT
MEMORANDUM OF AGREEMENT made as of the 30th day of September, 1998.
BETWEEN:
Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxx Xxxxx, Xxxx Xxxxxx and Xxx Xxxxxx
c/o #370 - 000 Xxxxxxxx Xxxxxx
Xxxxxx Xxxxxx, X.X. XXXXXX
(hereinafter referred to as the "Vendors")
OF THE FIRST PART
AND:
Forest Glade International Inc., a corporation incorporated
pursuant to the laws of the State of Nevada with its records
office at 0000 Xxxxxxx Xxxx, Xxx Xxxxx, Xxxxxx, X.X.X., 00000
(hereinafter referred to as the "Purchaser")
OF THE SECOND PART
AND:
Forest Glade Properties Inc., a corporation incorporated pursuant
to the laws of the Province of British Columbia with its
principal office at 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx
Xxxxxx, X.X., XXXXXX
(hereinafter referred to as "Forest Glade")
OF THE THIRD PART
WHEREAS:
A. The Vendors are the owners of all the outstanding shares in Forest
Glade.
B. The Purchaser has agreed with the Vendors to purchase all 120 Class A
shares in Forest Glade in exchange for shares in the Purchaser.
THIS AGREEMENT WITNESSETH that in consideration of the covenants,
agreement, warranties and payments herein set out and provided for, the
parties hereby respectively covenant and agree as follows:
1. PURCHASED SHARES
Subject to the terms and conditions hereof, the Vendors covenant and
agree to sell, assign, and transfer to the Purchaser, and the
Purchaser covenants and agrees to purchase from the Vendors all (and
not less than all) of the issued and outstanding shares in the capital
stock of Forest Glade (the "Purchased Shares") for the purchase price
(the "Purchase Price") payable as set out in Article 2 hereof.
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2. PURCHASE PRICE
(1) The Purchase Price shall be 7,700,000 Class A Common voting
shares of the Purchaser at $0.01 U.S. per share.
(2) The Purchase Price shall be transferred to the Vendors at the
Closing.
(3) The Closing of this transaction shall take place on November 17,
1998 (the "Closing Date").
3. REPRESENTATIONS AND WARRANTIES OF THE VENDORS
The Vendors covenant, represent and warrant as follows:
(1) As of the date hereof, and as of the Closing Date, and the
Vendors acknowledge that the Purchaser is relying upon such
covenants, representations and warranties in connection with the
purchase by the Purchaser of the Purchased Shares.
(2) The number of shares in Forest Glade that have been duly issued
for valuable consideration are 120 Class A.
(3) (a) The shareholders of record are as follows:
Xxxxx Xxxxxx 20; Xxxxx Xxxxx 40; Xxxx Xxxxx 20; Xxxx Xxxxxx
20; and Xxx Xxxxxx 20 = 120 Class A
(b) The shareholders of the Purchaser after the exchange of 120
Class A shares are as follows:
Xxxxx Xxxxxx - 1,283,333; Xxxxx Xxxxx - 2,566,668; Xxxx
Xxxxx - 1,283,333; Xxxx Xxxxxx - 1,283,333; Xxx Xxxxxx -
1,283,333 = 7,700,000
(4) No person, firm or corporation has any agreement or option or any
right (whether by law, pre-emptive or contractual and including
convertible securities, warrants or convertible obligations of
any nature) for the purchase or the issue of either the Purchased
Shares or any unissued shares in the capital stock of Forest
Glade.
(5) The entering into of this agreement and the transactions
contemplated hereby will not result in the violation of any of
the terms and provisions of the constating documents or by-laws
of the Vendors or of any indenture or other agreement, written or
oral, to which the Vendors may be a party.
(6) This agreement has been duly executed and delivered by the
Vendors and is a valid and binding obligation of the Vendors
enforceable in accordance with its terms.
(7) The Vendors are non-resident within the meaning of the
International Revenue Code of the United States.
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(8) To the Vendor's knowledge, there are no existing or threatened
legal actions or claims against Forest Glade.
(9) The audited financial statements of Forest Glade dated September
30, 1998, a copy of which is attached hereto as "Schedule A",
fairly represent the financial position of Forest Glade as at the
dates indicated.
6. COVENANTS OF THE VENDORS
The Vendors covenant and agree that on or before the Closing Date, it
will do, or will cause to be done, all necessary steps and proceedings
to permit all of the Purchased Shares to be duly and regularly
transferred to the Purchaser.
7. COVENANTS OF THE PURCHASER
The Purchaser covenants and agrees that on or before the Closing Date,
it will do, or will cause to be done, all necessary steps and
proceedings to permit all of the shares of the Purchaser being given
to the Vendors to be duly and regularly transferred to the Vendors.
8. SURVIVAL OF REPRESENTATIONS AND WARRANTIES
The representations and warranties of the Vendors and Purchaser
contained in this agreement, and contained in any document or
certificate given pursuant hereto, shall survive the closing of the
purchase and sale of the Purchased Shares herein provided for, for a
period of two years from the Closing Date.
9. ENTIRE AGREEMENT
This agreement constitutes the entire agreement between the parties
hereto. There are not, and shall not be, any verbal statements,
representations, warranties, undertakings or agreements between the
parties hereto, and this agreement may not be amended or modified in
any respect except by written instrument signed by the parties hereto.
10. PROPER LAW OF CONTACT
This agreement shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the laws of the State
of Nevada.
11. BENEFIT AND BINDING NATURE OF THE AGREEMENT
This agreement shall enure to the benefit of, and be binding upon, the
parties hereto and their respective successors and assigns.
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XXXXXX XXXXX INTERNATIONAL, INC. FOREST GLADE PROPERTIES, INC.
/s/XXXXX XXXXXX /s/XXXXX XXXXXX
/s/XXXX XXXXX /s/XXXXX XXXXX
/s/XXX XXXXXX /s/XXXX XXXXXX
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