Exhibit 20.4
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, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:
Sale of the CIL Shares
1. The Vendor hereby sells to the Purchaser and the Purchaser hereby
purchases from the Vendor, the Purchases Shares, with effect from December
15, 2003.
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Price
2. The Purchaser shall pay or cause others to pay to the Vendor
for the Purchased Shares, a consideration composed 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
$1.50/share.
Representations and Warrants
3. a. No representations and warranties are given by the Purchaser either to
CIL or to the 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 represents 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 agreements,
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.
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g. Both Vendor and CIL represent that there are no current or past
employees that have any interest in CIL, and that CIL owed 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
States 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 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
Purchaser.
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 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
said shares were transferred into CIL by Vendor or other related
parties.
Assignment
5. Vendor hereby represents and warrants that it has not charged,
encumbered, transferred or dealt with any manner whatsoever
its shares in CIL and hereby assigns and set over to Purchaser
all of its right, title and
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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
6. The Closing shall be the 15th day of December, 2003.
Governing Law
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/ Xxxx Xxxxxxxx
-------------------------------
Authorized Signing Authority, I
have authority to bind the Corporation.
CANADIAN INTERMEDIARIES LIMITED
per: /s/ Xxxxxxx Xxxxxxxx
-------------------------------
Authorized Signing Authority, I
have authority to bind the Corporation.
/s/ Xxxxxxx Xxxxxxxx
-------------------------------
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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 State 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 18,
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
------------------------- ------------------------------
Xxxxxx Xxxxx XXXXXXX XXXXXXXX
I have authority to bind the company
CANADIAN INTERMEDIARIES LIMITED
per: /s/ Xxxxxx Xxxxx
-------------------------
Xxxxxx Xxxxx
I have authority to bind the company
