EXHIBIT 2.6(b)
1075430 ONTARIO LTD.
as Vendor
and
INTERNET SPORTS NETWORK, INC.
as Purchaser
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SHARE PURCHASE AGREEMENT
JUNE 1, 2000
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SHARE PURCHASE AGREEMENT
Share Purchase Agreement dated as of June 1, 2000 among 1075430 Ontario
Ltd., a corporation incorporated under the laws of Ontario (the "VENDOR"), and
Internet Sports Network, Inc., a corporation incorporated under the laws of
Florida, United States of America ("PURCHASER").
RECITALS:
The Vendor desires to sell to the Purchaser and the Purchaser desires
to purchase from the Vendor 862,820 Class A Common Shares (the
"PURCHASED SHARES") in the capital of St. Clair Group Investments Inc.
(the "CORPORATION") held by the Vendor;
SECTION 1 PURCHASE AND SALE.
Subject to the terms and conditions herein contained, the Vendor hereby
sells, assigns and transfers to the Purchaser and the Purchaser hereby purchases
from the Vendor the Purchased Shares. The Purchaser hereby acknowledges receipt
from the Vendor of share certificate numbered A-6 representing the Purchased
Shares duly endorsed for transfer.
SECTION 2 PURCHASE PRICE.
The purchase price payable for the Purchased Shares is equal to
$843,750 (the "PURCHASE PRICE").
SECTION 3 PAYMENT OF PURCHASE PRICE
The Purchase Price for the Purchased Shares is payable to the Vendor by
the Purchaser by the issuance to the Vendor of 276,500 common shares in the
capital of the Purchaser (the "ISSUED SHARES") receipt of which is hereby
acknowledged by the Vendor.
SECTION 4 REPRESENTATIONS AND WARRANTIES OF THE VENDOR.
The Vendor represents and warrants as follows and acknowledges that the
Purchaser is relying upon such representations and warranties in connection with
the purchase by the Purchaser of the Purchased Shares:
(a) The Vendor is an Ontario corporation conducting business in
Canada and confirms that this Agreement and the transactions
contemplated thereby are being consummated in Canada;
(b) The Vendor is the beneficial and registered owner of the
Purchased Shares with good title thereto, free and clear of
all mortgages, liens, charges, security interests, adverse
claims, pledges, encumbrances and demands whatsoever
(collectively, "ENCUMBRANCES");
(c) The Vendor has good right and full power and authority to
enter into this agreement to sell and assign the Purchased
Shares as contemplated herein
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and the delivery of the Purchased Shares to the Purchaser
pursuant to the provisions hereof will transfer to the
Purchaser valid title thereto, free and clear of all
Encumbrances;
(d) Except for the Purchaser's rights hereunder, no person, firm
or corporation has any received from the Vendor any option,
warrant, right, call, commitment, conversion right, right of
exchange or other agreement or any right or privilege capable
of becoming an option, warrant, right, call, commitment,
conversion right, right of exchange or other agreement for the
purchase from the Vendor of the Purchased Shares;
(e) The Vendor has all necessary corporate power to enter into and
perform its obligations under this Agreement;
(f) The execution, and delivery and performance by the Vendor of
this Agreement and the consummation of the transactions
contemplated hereby:
(i) Have been duly authorized by all necessary corporate
action on the part of the Vendor; and
(ii) Do not (or would not with the giving of notice, the
lapse of time or the happening of any other event or
condition) result in a violation or a breach of, or a
default under or give rise to a right of termination,
amendment or cancellation or the acceleration of any
obligation under (i) any charter or by-law
instruments of the Vendor; (ii) any contracts or
instruments to which the Vendor is party or by which
the Vendor is bound, including any agreements between
the shareholders of the Corporation; or (iii) of any
laws applicable to it or any judgment, order or
decree of any government, authority or entity binding
on it;
(g) The Vendor is not a non-resident of Canada within the meaning
of the INCOME TAX ACT (Canada); and
(h) This agreement constitutes legal, valid and binding
obligations of the Vendor enforceable against the Vendor in
accordance with its terms.
SECTION 5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.
The Purchaser represents and warrants as follows and acknowledges that
the Vendor is relying upon such representations and warranties in connection
with the sale by the Vendor of the Purchased Shares:
(a) The Purchaser has all necessary corporate power to enter into
and perform its obligations under this Agreement;
(b) The execution, and delivery and performance by the Purchaser
of this Agreement and the consummation of the transactions
contemplated
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hereby have been duly authorized by all necessary corporate
action on the part of the Purchaser;
(c) This Agreement constitutes legal, valid and binding
obligations of the Purchaser enforceable against the Purchaser
in accordance with its terms;
(d) The Issued Shares issued to the Vendor pursuant to this
Agreement have been duly issued and are outstanding as fully
paid and non-assessable;
(e) Under current U.S. federal securities laws the Issued Shares
could be resold in compliance with Rule 144 of the Securities
Act of 1933, as amended (the "SECURITIES ACT") after the
Vendor had held the Issued Shares for more than one year,
provided that the following requirements were met: (1) the
Purchaser has been subject to the reporting requirements of
Section 13 of the Securities Exchange Act of 1934, as amended
(the "SECURITIES EXCHANGE ACT") for at least 90 days prior to
such sale and filed all the reports required to be filed
thereunder during the 12 months preceding such sale (or for
such shorter period that the Purchaser was required to file
such reports); (2) the amount sold by the Vendor in any three
month period does not exceed the greater of (A) one percent of
the shares outstanding (as reported on the most recently filed
report) or (B) the average weekly volume for the four calendar
weeks prior to such sale; (3) the Issued Shares are sold in
"broker's transactions' ( as that term is defined in the Rule)
and (4) the Vendor has filed with the U.S. Securities and
Exchange Commission a "Notice of Proposed Sale." In addition,
under current U.S. federal securities laws the Issued Shares
could be resold in compliance with Rule 144 of the Securities
Act after the Vendor had held the Issued Shares for more than
two years, provided that the Vendor has filed with the U.S.
Securities and Exchange Commission a "Notice of Proposed
Sale." Notwithstanding anything in the foregoing, the
Purchaser makes no representation that Rule 144 will be
available to the Vendor at the time the Vendor intends on
selling the Issued Shares;
(f) The Purchaser is a corporation duly incorporated and in good
standing in Florida and is quoted on the Nasdaq Over The
Counter Bulletin Board;
(g) The Issued Shares constitute less than ten percent (10%) of
the voting power of the capital stock of the Purchaser; and
(h) The Issued Shares have been issued in compliance with
applicable U.S. federal and state securities laws.
SECTION 6 SECURITIES LAWS MATTERS
In addition to the other representations, warranties and covenants set
forth herein, as a material inducement to the Purchaser to enter into this
Agreement and to consummate the transactions contemplated hereby, the Vendor
makes the following representations, warranties and covenants, as applicable:
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(a) Vendor is acquiring the Issued Shares offered and sold to it
hereunder as principal for its own account for investment
purposes only and not with a view to or for distributing or
reselling such Issued Shares or any part thereof or interest
therein, without prejudice, however, to such Vendor's right,
subject to the provisions of this Agreement, at all times to
sell or otherwise dispose of all or any part of such Issued
Shares pursuant to an effective registration statement under
the Securities Act and in compliance with applicable state
securities laws or under an exemption from such registration.
Vendor is aware of the resale restrictions imposed by Rule 144
of the Securities Act and understands that its ability to
resell the Issued Shares pursuant to Rule 144 may be subject
certain limitations, including minimum holding period, volume
limitations, manner of sale limitations and the availability
of current information by the Purchaser. By making this
representation, such Vendor does not represent that it will
hold such Issued Shares for any period of time;
(b) At the time Vendor was offered the Issued Shares, it was, and
at the date hereof it is, an "accredited investor" as defined
in Rule 501(a) under the Securities Act. Such Vendor has not
been formed solely for the purpose of acquiring the Issued
Shares;
(c) Vendor, either alone or together with its representatives, has
such knowledge, sophistication and experience in business and
financial matters so as to be capable of evaluating the merits
and risks of the prospective investment in the Issued Shares,
and has so evaluated the merits and risks of such investment;
(d) Vendor is able to bear the economic risk of an investment in
the Issued Shares and, at the present time, is able to afford
a complete loss of such investment;
(e) Vendor has been given access to all of the Purchaser's
documents, records, and other information, , including but not
limited to filings made by the Purchaser with the U.S.
Securities and Exchange Commission under the Securities
Exchange Act, and has had adequate opportunity to ask
questions of, and receive answers from, the Purchaser's
officers, employees, agents, accountants, and representatives
concerning the Purchaser's business, operations, financial
condition, assets, liabilities, and other matters considered
by Vendor as relevant to its investment in the Issued Shares;
(f) Vendor is not purchasing the Issued Shares as a result of or
subsequent to any advertisement, article, notice or other
communication regarding the Issued Shares published in any
newspaper, magazine or similar media or broadcast over
television or radio or presented at any seminar or any other
general solicitation or general advertisement;
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(g) The certificates representing the Issued Shares shall bear the
following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY THE HOLDER
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY
STATE WITH RESPECT THERETO, OR IN ACCORDANCE WITH AN
OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
THE ISSUER THAT AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.
(h) Vendor understands and acknowledges that (i) the Issued Shares
are being offered and sold to it without registration under
the Securities Act in a private placement that is exempt from
the registration provisions of the Securities Act; and (ii)
the availability of such exemption, depends in part on, and
the Purchaser will rely upon the accuracy and truthfulness of,
the foregoing representations and such Vendor hereby consents
to such reliance.
SECTION 7 GOVERNING LAW.
This Agreement shall be governed by in accordance with the laws of the
Province of Ontario and the federal laws of Canada applicable therein.
SECTION 8 CURRENCY
All references in this Agreement to dollars are expressed in Canadian
currency.
SECTION 9 ENUREMENT AND ASSIGNMENT.
This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and assigns. Neither of the parties hereto may assign its rights or obligations
under this Agreement without the prior written consent of the other party
hereto.
SECTION 10 HEADINGS
The section and subsection headings in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation
of this Agreement.
SECTION 11 COUNTERPARTS
This Agreement may be executed in one or more counterparts which
together shall be deemed to constitute one valid and binding agreement and
delivery of the counterparts may be effected by means of a telecopier
transmission.
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SECTION 12 SEVERABILITY.
Any section, subsection or other subdivision or other subdivision of
this Agreement or any other provision of this Agreement which is, or becomes,
illegal, invalid or unenforceable shall be severed from this Agreement and be
ineffective to the extent of such illegality, invalidity or unenforceability and
shall not affect or impair the remaining provisions hereof.
SECTION 13 GENDER AND NUMBER.
Any reference in this Agreement to gender shall include all genders,
and words importing the singular number only shall include the plural and vice
versa.
SECTION 14 AMENDMENTS.
This Agreement may only be amended, modified or supplemented by a
written agreement signed by all of the parties to such agreement.
SECTION 15 TIME.
Time shall be of the essence in respect of this Agreement.
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IN WITNESS WHEREOF the parties have executed this Agreement as of the
date hereof.
1075430 ONTARIO LTD.
By: /s/ Xxxxx Xxxxxxx
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Authorized Signing Officer
INTERNET SPORTS NETWORK, INC.
By: /s/ Xxxx XxXxxxxxxxx
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Authorized Signing Officer
