EXHIBIT 10.1
THIS SECURITIES PURCHASE AGREEMENT, dated as of the 31st day of May
2004, is entered into by and between MED-EMERG INTERNATIONAL INC., a corporation
registered in Ontario, Canada (hereinafter referred to as the "Company"), and
each individual or entity named on a signature page hereto (as used herein, each
such signatory is referred to as the "Buyer") under this Agreement.
W I T N E S S E T H:
WHEREAS, the Company and the Buyer are executing and delivering this
Agreement in accordance with and in reliance upon the exemption from securities
registration for offers and sales to accredited investors afforded, inter alia,
by Rule 506 under Regulation D ("Regulation D") as promulgated by the United
States Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933, as amended (the "1933 Act"), and/or Section 4(2) of the 1933 Act and
(ii) section 2.3 of Rule 45-501 of the Ontario Securities Commission; and
AND WHEREAS, the Buyer wishes to purchase from the Company and the
Company desires to sell to the Buyers, upon the terms and subject to the
conditions of this Agreement, shares of the Common Stock, $.001 par value per
share, of the Company (the "Common Stock"), together with the New Warrants (as
defined below) exercisable for the purchase of shares of Common Stock, and
subject to acceptance of this Agreement by the Company;
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
ARTICLE I
PURCHASE AND SALE OF COMMON STOCK
Subject to the terms and conditions of this Agreement, the Buyers agree
to purchase and the Company agrees to sell and issue to the Buyers, an aggregate
of Thirty Nine Million Three Hundred Sixty Thousand Two Hundred Seventy Two
(39,360,272) shares (the "Shares") of the Company's Common Stock and the New
Warrants (as provided in Section 4.02 below). The purchase price per share of
Common Stock shall be $0.1144 and the aggregate purchase price for the Shares
and the New Warrants shall be an aggregate purchase price of Four Million Five
Hundred Thousand Dollars (US $4,500,000) (the "Purchase Price"). Each Buyer
shall purchase the number of Shares listed beside their name on Schedule 4.01.
ARTICLE II
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY
As an inducement to and to obtain the reliance of the Buyer, except as
set forth on the schedules attached hereto (the " Company Schedules"), the
Company represents, warrants and certifies as follows:
2.01 ORGANIZATION AND TITLE
The Company is a corporation [Corporate # 1162209] duly organized,
validly existing, and in good standing under the laws of the Province of
Ontario, Canada and has the corporate power and is duly authorized, qualified,
franchised, and licensed under all applicable laws, regulations, ordinances, and
orders of public authorities to own all of its properties and assets and to
carry on its business in all material respects as it is now being conducted,
including qualification to do business as a foreign corporation in the
provinces, states or countries in which the character and location of the assets
owned by it or the nature of the business transacted by it requires
qualification, except where failure to be so qualified would not have a Material
Adverse Effect, as defined below, on its business. Included in the Company
Schedules are complete and correct copies of the Articles of Incorporation (as
amended) and Bylaws of the Company as in effect on the date hereof. The
execution and delivery of this Agreement does not, and the consummation of the
transactions contemplated hereby will not, violate any provision of the
Company's Articles of Incorporation or Bylaws. The Company has taken all actions
required by law, its Articles of Incorporation, or otherwise to authorize the
execution and delivery of this Agreement. The Company has full power, authority,
and legal right and has taken all action required by law, its Articles of
Incorporation, and otherwise to consummate the transactions herein contemplated.
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The Company owns and has valid title to its property and assets free
and clear of all mortgages, liens, loans and encumbrances. With respect to the
property and assets it leases, the Company is in compliance with such leases
and, to the best of its knowledge, holds a valid leasehold interest free of any
liens, claims or encumbrances. The Company does not own any real property.
2.02 CAPITALIZATION
At the Closing the authorized and issued capitalization of Med-Emerg
International Inc. consists of an unlimited number of the following classes of
shares, options and warrants:
(a) Preference shares, voting, non-redeemable, non-retractable, having a
cumulative dividend of US$0.27 per share, convertible to common shares,
of which 500,000 preference shares are currently issued and outstanding
prior to their repurchase and redemption referred to in section 7.07;
(b) Common shares of which 18,917,424 shares are currently issued and
outstanding (includes common shares to be issued upon repurchase of all
preference shares under section 7.07) prior to the issuance of the
shares to Buyers as set forth in Section 4.01.
(c) 1,437,500 common shares purchase warrants entitling holder to purchase
one share of common stock at a price of US $0.50 per share.
(d) 2,425,000 options (2,325,000 exercisable at $0.50 and 100,000
exercisable at $1.00 per common share) currently outstanding for the
purchase of common shares.
(e) 3,083,949 warrants issued upon repurchase of all preference shares
under Section 7.07.
2.03 SUBSIDIARIES
For the purposes of this Agreement (unless specifically excepted) the
word "Company" includes:
(a) Wholly owned subsidiaries: 2036400 Ontario Inc., Med Emerg Health
Centers Inc., Med Emerg Elmvale Clinic Inc., 927564 Ontario Inc.,
927563 Ontario Inc., YFMC Healthcare Inc.; and
(b) YFMC Healthcare (Alberta) Inc, a wholly subsidiary of YFMC Healthcare
Inc. and Med-Emerg Inc., a wholly owned subsidiary of 927563 Ontario
Inc.
The Company is the registered and beneficial owner of all of the issued
and outstanding securities of each of its subsidiaries, and no person has any
agreement or option, or any right or privilege (whether by law, pre-emptive or
contractual) capable of becoming an agreement or option for the purchase or
transfer of any securities of any of the Company's subsidiaries. All of the
issued and outstanding shares of each of the subsidiaries have been validly
issued and are outstanding as fully paid and non-assessable. Neither the Company
nor any of its subsidiaries owns, directly or indirectly, or has agreed to
acquire outstanding securities of any other company or options to acquire
securities of any other company, other than marketable securities held in the
ordinary course of business, or a participating interest in any partnership,
joint venture or other business enterprise.
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2.04 FINANCIAL INFORMATION
(a) Included in Company Schedules are (i) the audited balance
sheets of the Company and the related statements of operations
and cash flows as of and for the twelve (12) months ended
December 31, 2003 and the unaudited balance sheets of the
Company and the related statements of operations and cash
flows for the first calendar quarter of 2004 ending March 31,
2004.
(b) All such financial statements have been prepared in accordance
with generally accepted accounting principles consistently
applied throughout the periods involved. The Company balance
sheets present fairly and accurately as of their respective
dates the financial condition of the Company. As of the date
of such balance sheets, except as and to the extent reflected
or reserved against therein, the Company had no material
liabilities or obligations (absolute or contingent) which
should be reflected in the balance sheets or the notes thereto
prepared in accordance with generally accepted accounting
principles in Canada, and all assets reflected therein are
properly reported and present fairly the value of the assets
of the Company, in accordance with generally accepted
accounting principles. The statements of operations,
stockholders' equity and cash flows reflect fairly the
information required to be set forth therein by generally
accepted accounting principles.
(c) The Company has no liabilities with respect to the payment of
any federal, provincial, municipal, local or other taxes
(including any deficiencies, interest or penalties), except
for taxes accrued but not yet due and payable.
(d) The books and records, financial and otherwise, of the Company
are in all material aspects complete and correct and have been
maintained in accordance with good business and accounting
practices.
(e) All of the Company's assets are reflected on its financial
statements.
(f) The Company has filed all provincial , federal or local
income, franchise tax returns and or GST/PST tax submission
required to be filed by it from inception to the date hereof.
Each of such income tax returns and or GST/PST tax submissions
reflect the taxes due for the period covered thereby, except
for amounts which, in the aggregate, are immaterial.
2.05 INFORMATION
The information concerning the Company set forth in this Agreement and
in the Company Schedules is complete and accurate in all material respects and
does not contain any untrue statement of a material fact or omit to state a
material fact required to make the statements made, in light of the
circumstances under which they were made, not misleading. In addition, the
Company has fully disclosed in writing to Buyer (through this Agreement or the
Company Schedules) all information and material facts relating to matters
involving the Company or its assets or its present or past operations or
activities which (i) indicated or may indicate, in the aggregate, the existence
of a greater than Twenty-Five Thousand Dollars ($25,000) liability or diminution
in value, or (ii) either alone or in aggregation with other information covered
by this Section, otherwise have led or may lead to a Material Adverse Effect on
the transactions contemplated herein or on the Company, its assets, or its
operations or activities as presently conducted or as contemplated to be
conducted after the Closing Date, including, but not limited to, information
relating to governmental, employee, environmental, litigation and securities
matters and transactions with affiliates.
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2.06 OPTIONS OR WARRANTS
Except as set forth in Section 2.02 and convertible debentures issued
by Company in September 2001, which are convertible into common shares at the
sole option of the Company (A) there are no outstanding options, warrants,
convertible securities, rights (including conversion, right of first refusal or
any preemptive rights) or agreements for the purchase or acquisition from the
Company of any shares of its capital stock or any future issuance of securities
by the Company; (B) there are no outstanding stock appreciation rights or other
rights to redeem for cash options or warrants of the Company; (C) there are no
bonds, debentures, notes or other indebtedness of the Company with voting rights
(or convertible into, or exchangeable for, securities with voting rights) on any
matters on which stockholders of the Company may vote. All outstanding shares of
capital stock of the Company are, and all shares which may be issued upon the
exercise of stock options will be, when issued, duly authorized, validly issued,
fully paid and non-assessable and not subject to preemptive rights.
2.07 ABSENCE OF CERTAIN CHANGES OR EVENTS
Except as set forth in this Agreement or the Schedules, since March 31,
2004:
(a) there has not been any Material Adverse Effect caused by (i)
any change in the proposed business, operations, properties,
assets, or condition of the Company or (ii) any damage,
destruction, or loss to the Company (whether or not covered by
insurance) ;
(b) The Company has not:
(i) amended its Articles of Incorporation or Bylaws;
(ii) declared or made, or agreed to declare or make, any
payment of dividends or distributions of any assets
of any kind whatsoever to stockholders or purchased
or redeemed, or agreed to purchase or redeem, any of
its capital stock;
(iii) waived any rights of value which in the aggregate are
outside of the ordinary course of business or
material considering the business of the Company;
(iv) made any material change in its method of management,
operation or accounting;
(v) entered into any other material transaction other
than sales in the ordinary course of its business;
(vi) made any accrual or arrangement for payment of
bonuses or special compensation of any kind or any
severance or termination pay to any present or former
officer or employee;
(vii) increased the rate of compensation payable or to
become payable by it to any of its officers or
directors or any of its salaried employees whose
monthly compensation exceeds One Thousand Dollars
($1,000) excluding annual pay increases effective
April 1, 2004 of average of 5%; or
(viii) made any increase in any profit sharing, bonus,
deferred compensation, insurance, pension,
retirement, or other employee benefit plan, payment,
or arrangement made to, for, or with its officers,
directors, or employees;
(c) The Company has not:
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(i) borrowed or agreed to borrow any funds or incurred,
or become subject to, any material obligation or
liability (absolute or contingent) in excess of
$5,000 except as disclosed herein and except
liabilities incurred in the ordinary course of
business;
(ii) paid or agreed to pay any material obligations or
liability (absolute or contingent) other than current
liabilities, and current liabilities incurred in the
ordinary course of business and professional and
other fees and expenses in connection with the
preparation of this Agreement and the consummation of
the transactions contemplated hereby;
(iii) sold or transferred, or agreed to sell or transfer,
any of its assets, properties, or rights (except
assets, properties, or rights not used or useful in
its business which, in the aggregate have a value of
less than Five Thousand Dollars [$5,000]), or
canceled, or agreed to cancel, any debts or claims
(except debts or claims which in the aggregate are of
a value of less than Five Thousand Dollars [$5,000]);
or
(iv) made or permitted any amendment or termination of any
contract, agreement, or license to which it is a
party if such amendment or termination is material,
considering the business of the Company; and
(d) To the best knowledge of the Company, the Company has not
become subject to any law or regulation which now has, or in
the future may have, a Material Adverse Effect on the
business, operations, properties, assets, or condition of the
Company.
2.08 TITLE AND RELATED MATTERS
No third party has any right to, and the Company has not received any
notice of infringement of or conflict with asserted rights of others with
respect to, any product, technology, data, trade secrets, know-how, proprietary
techniques, trademarks, service marks, trade names, or copyrights which,
individually or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would have a Materially Adverse Effect on the proposed
business, operations, financial condition, income, or business prospects of the
Company or any material portion of its current properties, assets, or rights.
2.09 LITIGATION AND PROCEEDINGS
There are no actions, suits, or proceedings pending or, to the
knowledge of the Company after reasonable investigation, threatened by or
against the Company or affecting the Company or its properties, at law or in
equity, before any court or other governmental agency or instrumentality,
domestic or foreign, or before any arbitrator of any kind which can have a
Material Adverse Affect on the Company. The Company does not have any knowledge
of any material default on its part with respect to any judgment, order,
injunction, decree, award, rule, or regulation of any court, arbitrator, or
governmental agency or instrumentality or of any circumstances which, after
reasonable investigation, would result in the discovery of such a default.
2.10 CONTRACTS
(a) There are no material contracts, agreements, franchises,
license agreements, debt instruments or other commitments to
which the Company is a party or by which it or any of its
assets, products, technology, or properties are bound other
than those incurred in the ordinary course of business (as
used in this Agreement, a "material" contract, agreement,
franchise, license agreement, debt instrument or commitment is
one which (i) will remain in effect for more than six (6)
months after the date of this Agreement and (ii) involves
aggregate obligations of at least Twenty-Five Thousand Dollars
($25,000);
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(b) All contracts, agreements, franchises, license agreements, and
other commitments, if any, to which the Company is a party and
which are material to the operations of the Company taken as a
whole are valid and enforceable by the Company in all
respects, except as limited by bankruptcy and insolvency laws
and by other laws affecting the rights of creditors generally;
(c) The Company is not a party to or bound by, and the properties
of the Company are not subject to, any contract, agreement,
other commitment or instrument; any charter or other corporate
restriction; or any judgment, order, writ, injunction, decree,
or award which materially and adversely affects, the business
operations, properties, assets, or condition of the Company;
and
(d) The Company is not a party to any oral or written:
(i) contract for the employment of any officer or
employee which is not terminable on ninety (90) days,
or less notice;
(ii) profit sharing, bonus, deferred compensation, stock
option, severance pay, pension benefit or retirement
plan;
(iii) agreement, contract, or indenture relating to the
borrowing of money;
(iv) guarantee of any obligation, other than one on which
the Company is a primary obligor, for the borrowing
of money or otherwise, excluding endorsements made
for collection and other guaranties of obligations
which, in the aggregate do not exceed more than one
(1) year or providing for payments in excess of
Twenty-Five Thousand Dollars ($25,000) in the
aggregate;
(v) collective bargaining agreement; or
(vi) agreement with any present or former officer or
director of the Company.
2.11 MATERIAL CONTRACT DEFAULTS
The Company is not in default in any material respect under the terms
of any outstanding material contract, agreement, employment related obligation,
lease, or other commitment which is material to the business, operations,
properties, assets or condition of the Company and there is no event of default
in any material respect under any such contract, agreement, lease, or other
commitment in respect of which the Company has not taken adequate steps to
prevent such a default from occurring.
2.12 NO CONFLICT WITH OTHER INSTRUMENTS
The execution of this Agreement and the consummation of the
transactions contemplated by this Agreement will not result in the breach of any
term or provision of, constitute an event of default under, or terminate,
accelerate or modify the terms of any material indenture, mortgage, deed of
trust, or other material contract, agreement, or instrument to which the Company
is a party or to which any of its properties or operations are subject.
2.13 GOVERNMENTAL AUTHORIZATIONS
Where limited to only those territories wherein the Company is
currently commercially selling it various products and services the Company has
all licenses, franchises, permits, and other governmental authorizations that
are legally required to enable it to conduct its business in all material
respects as conducted on the date hereof. No authorization, approval, consent,
or order of, or registration, declaration, or filing with (except for required
security filings with OSC, SEC and Investment Review Division of Industry
Canada) , any court or other applicable governmental body is required in
connection with the execution and delivery by the Company of this Agreement and
the consummation by the Company of the transactions contemplated hereby.
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2.14 COMPLIANCE WITH LAWS AND REGULATIONS
To the best of its knowledge the Company has complied with all
applicable statutes and regulations of any federal, state, or other governmental
entity or agency thereof, except to the extent that noncompliance would not
materially and adversely affect the business, operations, properties, assets, or
condition of the Company or except to the extent that noncompliance would not
result in the occurrence of any material liability for the Company.
2.15 APPROVAL OF AGREEMENT
The Board of Directors of the Company which is currently comprised of
five members has authorized the execution and delivery of this Agreement by the
Company and has approved this Agreement, the transactions and performance of
obligations contemplated hereby.
2.16 MATERIAL TRANSACTIONS OR AFFILIATIONS
Set forth in the Company Schedules is a description, if applicable, of
every contract, agreement, or arrangement between the Company and any
predecessor and any person who was at the time of such contract, agreement, or
arrangement an officer, director, or person owning of record, or known by the
Company to own beneficially, five percent (5%) or more of the issued and
outstanding common stock of the Company and which is to be performed in whole or
in part after the date hereof or which was entered into not more than three (3)
years prior to the date hereof. Except as disclosed in the Schedules or
otherwise disclosed herein, no officer, director, or five percent (5%)
shareholder of the Company has, or has had during the previous 5 years, any
known interest, direct or indirect, in any transaction with the Company which
was material to the business of the Company. There are no commitments by the
Company, whether written or oral, to lend any funds, or to borrow any money
from, or enter into any other transaction with, any such affiliated person.
2.17 SCHEDULES
Within twenty (20) days prior to the Closing the Company will deliver
to Buyer the following schedules, if such schedules are applicable to the
business of the Company, which are collectively referred to as the "Company
Schedules" and which consist of separate schedules dated as of the date of
execution of this Agreement, all certified by the chief executive officer of the
Company as complete, true, and correct as of the date of this Agreement in all
material respects:
(a) Schedule A - schedule containing complete and correct copies
of the Articles of Incorporation in effect as of the date of
this Agreement;
(b) Schedule B - schedule containing complete and correct copies
of the Bylaws of the Company in effect as of the date of this
Agreement;
(c) Schedule C - schedule containing any Corporate Resolutions of
the Shareholders of the Company;
(d) Schedule D - schedule containing Minutes of meetings or
resolutions of the Board of Directors of the Company;
(e) Schedule E - a certified Nobo list from DTC setting forth the
name and address of each shareholder of the Company together
with the number of shares owned by him, her or it; and
(f) Schedule F - a schedule setting forth a description of any
material adverse change in the business, operations, property,
inventory, assets, or condition of the Company since March 31,
2004;
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(g) Schedule G - (e) copies of all licenses, permits, and other
governmental authorizations (or requests or applications
therefore) pursuant to which the Company carries on or
proposes to carry on its business (except those which, in the
aggregate, are immaterial to the present or proposed business
of the Company);
(h) a schedule listing the accounts receivable and notes and other
obligations receivable of the Company as of March 31, 2004, or
thereafter other than in the ordinary course of business of
the Company, indicating the debtor and amount, and classifying
the accounts to show in reasonable detail the length of time,
if any, overdue, and stating the nature and amount of any
refunds, set offs, reimbursements, discounts, or other
adjustments which are in the aggregate material and due to or
claimed by such debtor;
(i) a schedule listing the accounts payable and notes and other
obligations payable of the Company as of March 31 , 2004, or
that arose thereafter other than in the ordinary course of the
business of the Company, indicating the creditor and amount,
classifying the accounts to show in reasonable detail the
length of time, if any, overdue, and stating the nature and
amount of any refunds, set offs, reimbursements, discounts, or
other adjustments, which in the aggregate are material and due
to or claimed by the Company respecting such obligations;
(j) a schedule setting forth any other information, together with
any required copies of documents, required to be disclosed in
the Company Schedules by Sections 2.01 through 2.19.
(k) Schedule J - schedule setting forth any other information,
together with any required copies of documents, required to be
disclosed by the Company.
THE COMPANY SHALL CAUSE THE COMPANY SCHEDULES AND THE INSTRUMENTS AND
DATA DELIVERED TO THE COMPANY HEREUNDER TO BE PROMPTLY UPDATED AFTER THE DATE
HEREOF UP TO AND INCLUDING THE CLOSING DATE.
It is understood and agreed that not all of the schedules referred to
above have been completed or are available to be furnished by the Company. If
the Company cannot or fails to deliver the Company Schedules within the allotted
time, or if Buyer acting reasonably finds any such schedules or updates provided
after the date hereof to be unacceptable according to the criteria set forth
herein, Buyer may terminate this Agreement by giving written notice to the
Company within ten (10) days after the schedules or updates were due to be
produced or were provided. For purposes of the foregoing, Buyer may consider a
disclosure in the Schedules to be "unacceptable" only if that item would have in
Buyer's sole discretion, a `Material Adverse Effect' on the financial condition
of the Company, taken as a whole.
"Material Adverse Effect" means an event or combination of events,
which individually or in the aggregate, would reasonably be expected to:
(a) adversely affect the legality, validity or enforceability of
this Agreement;
(b) have or result in a material adverse effect on the results of
operations, assets, prospects, or condition (financial or
otherwise) of the Company and its subsidiaries, taken as a
whole;
(c) adversely impair the Company's ability to perform fully on a
timely basis its obligations under any of this Agreement or
the transactions contemplated thereby; or
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(d) materially and adversely affect the value of the rights
granted to the Buyer in this Agreement.
2.18 VALID OBLIGATION
This Agreement and all agreements and other documents executed by the
Company in connection herewith constitute the valid and binding obligation of
the Company, enforceable in accordance with its or their terms, except as may be
limited by bankruptcy, insolvency, moratorium or other similar laws affecting
the enforcement of creditors' rights generally and subject to the qualification
that the availability of equitable remedies is subject to the discretion of the
court before which any proceeding therefor may be brought.
2.19 REPORTING REQUIREMENTS OF THE COMPANY
The Company is subject to the reporting and filing requirements of the
Securities Exchange Act of 1934 ("the Exchange Act") including (1) the periodic
reporting requirements and (2) the Proxy Rules set forth thereunder. The Company
is a "reporting issuer" as that term is defined in the securities legislation of
each of the provinces of Quebec, Alberta and Ontario, and is not in default of
the requirements of such legislation or the regulations thereto excluding the
failure to mail quarterly financial statements to shareholders and failure to
file material change reports. The Company shall use its best efforts to maintain
at all times in good standing its status as a "reporting issuer" in each of the
aforementioned provinces and to comply with all applicable requirements of the
securities legislation thereof.
2.20 QUOTATION ON THE OTC BULLETIN BOARD
The Company's Common Stock is quoted on the OTC Bulletin Board under
the symbol "MDER.OB" and the Company will retain such quotation on the OTC
Bulletin Board until the Closing of the transactions contemplated herein.
2.21 (a) The Company has filed all reports required to be filed by it
with the SEC pursuant to the Exchange Act (the "SEC Reports").
The SEC Reports complied, at the time of filing, in all
material respects with the applicable requirements of the
Exchange Act. None of the SEC Reports, as of their respective
dates, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not
misleading, except to the extent superseded by an SEC Report
filed subsequently and prior to the date hereof. The Company
has filed with the SEC and delivered to Buyer the Company 's
annual report on Form 10-K for the year ended December 31,
2003 ("Annual Report"). As of Closing, there shall not be any
change in the business, assets, liabilities, financial
condition, results of operations or prospects of the Company
from the Annual Report which would have a Material Adverse
Effect on the Company. The Company has, on a timely basis,
duly filed or delivered all reports, filings, disclosures,
releases and other materials required to be filed or delivered
pursuant to the securities legislation (including all rules,
regulations, policies, orders and rulings ancillary thereto)
of each of the provinces of Ontario, Quebec and Alberta, and
none of the same contains any misrepresentation (as such term
is defined and construed for purposes of such legislation),
excluding the failure to mail quarterly financial statements
to shareholders and failure to file material change reports.
(b) The financial statements of the Company made part of the SEC
Reports have been prepared in accordance with Canadian
generally accepted accounting principles. All financial
statements made part of the SEC Reports present fairly the
consolidated financial position of the Company as of their
respective dates and the consolidated results of its
operations and its cash flows for the periods presented
therein subject, in the case of the unaudited interim
financial statements, to normal year-end adjustments that have
not been and are not expected to be material in amount.
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No cease trade order has been issued against the Company or its Common
Stock in any jurisdiction, and to the knowledge of the Company, no cease trade
order is pending or threatened.
The Company has not made any confidential material change report
filings pursuant to the securities legislation of any of the provinces of
Quebec, Alberta and Ontario during the previous 36 months.
The issuance of the Shares to the Buyers who qualify as `accredited
investors' as such term is defined in Section 3.11 above, will constitute a
distribution under the Securities Act (Ontario) (the "OSA") (as that term is
defined therein) that is exempt from the prospectus and registration
requirements of the OSA, provided that no unusual effort is made to prepare the
market or to create a demand for such securities and no extraordinary commission
or consideration is paid in respect of such trade. The Shares issued to the
Buyers hereunder will not be subject to any statutory hold period under
applicable securities laws of the Province of Ontario which exceeds four months
and one day from the Closing Date.
2.22 APPROVAL BY THE COMPANY'S SHAREHOLDERS
The transactions contemplated by this Agreement do not require the
approval of the Company's shareholders and the Company is not required to file a
Schedule 14A or 14C with the Securities and Exchange Commission as a result of
the transactions contemplated herein.
2.23 Approval by the Company's shareholders of any of the transactions
contemplated hereunder is not required by (i) Ontario law (ii) the Company's
Articles of Incorporation or Bylaws or any amendments thereto (iii) the Exchange
Act (iv) the Securities Act (Ontario) or (v) any other applicable law or
regulatory requirement.
2.24 NO INTEGRATED OFFERING
Neither the Company nor any person acting on its or their
behalf has, directly or indirectly, at any time since June 1, 2003, made any
offer or sales of any security or solicited any offers to buy any security under
circumstances that would eliminate the availability of the exemption from
registration under Regulation D in connection with the offer and sale of the
Securities as contemplated hereby.
2.25 BOARD REPRESENTATION
(a) Following the Closing and so long as BXR Holdings Inc., Xxxx &
Co. Inc., Xxxxxxx Xxxxxxxxx, Xxxxx X. Xxxxxx and 1619271
Ontario Limited (individually or jointly the "Canadian
Investor") shall hold, in the aggregate, at all times
following the completion of the Closing, at least 10% of the
issued and outstanding shares of the Company's Common Stock
(the "Requisite Percentage"), the Investor shall be entitled
to designate that number of members of the Company's board of
directors (the "Board") which as a percentage of the total
number of members of the Board is not less than the percentage
of the issued and outstanding shares of the Company's Common
Stock held by the Investor; provided that, notwithstanding any
of the foregoing, so long as the Canadian Investor holds the
Requisite Percentage the Canadian Investor shall always be
entitled to designate at least one member of the Board and
provided, further, that in case of a fractional pro rata
entitlement the fractional number shall be `rounded down' to
the nearest whole number. Thus, for purposes of example only,
if the Canadian Investor holds 30% of the stock and the size
of the Board is 9 directors, the "rounding-down"-based
calculation will entitle the Canadian Investor to only 2
directors (i.e. 30% of 9 = 2.7 = 2). Such right shall then
continue in full force and effect so long as the Canadian
Investor shall hold the Requisite Percentage. The Canadian
Investor acknowledges and agrees that the director designated
by it to sit on the Company's Board shall be subject to
re-election by the Company's stockholders at the Company's
scheduled meetings for the election of directors.
11
(b) Following the Closing and so long as the Buyers other then
those listed in 2.25 (a) above (individually or jointly the
"International Investor") shall hold, in the aggregate, at all
times following the completion of the Closing, at least the
Requisite Percentage, the International Investor shall be
entitled to designate that number of members of the Board
which as a percentage of the total number of members of the
Board is not less than the percentage of the issued and
outstanding shares of the Company's Common Stock held by the
International Investor; provided that, notwithstanding any of
the foregoing, so long as the International Investor holds the
Requisite Percentage the International Investor shall always
be entitled to designate at least one member of the Board, and
provided, further, that in case of a fractional pro rata
entitlement the fractional number shall be `rounded up' to the
nearest whole number . Thus, for purposes of example only, if
the International Investor holds 30% of the stock and the size
of the Board is 9 directors, the "rounding-up"-based
calculation will entitle the International Investor to 3
directors (i.e. 30% of 9 = 2.7 = 3). Such right shall then
continue in full force and effect so long as the International
Investor shall hold the Requisite Percentage. The
International Investor acknowledges and agrees that the
director designated by it to sit on the Company's Board shall
be subject to re-election by the Company's stockholders at the
Company's scheduled meetings for the election of directors.
(iii) To the extent that the Canadian Investor in Section 2.25 (a)
or the International Investor in Section 2.25 (b), as the case
may be, has not exercised its rights to appoint its full
entitlement of Board seats, such failure shall not constitute
a waiver of any of its rights hereunder.
2.26 REGISTRATION RIGHTS
(a) Upon the written request, at any time and from time to time
but not more than once in any calendar year, of the Buyers
representing not less than 15% of the issued and outstanding
shares of the Company's Common Stock (the "Requisite
Percentage"), the Company shall file a registration statement
(the "Registration Statement"), with the Securities and
Exchange Commission (the "SEC") under the Securities Act of
1933 (the "Act") with respect to the Shares; provided, however
that such request must be for the registration of not less
than the Requisite Percentage. The Company shall use its best
efforts to: (i) file the Registration Statement with the SEC
within 45 days from the date of the request; (iii) cause the
Registration Statement to become effective within 120 days
after the date of the request; and (iv) to keep such
Registration Statement continuously effective under the
Securities Act until the date which is two years after the
date that such Registration Statement is declared effective or
such earlier date when all registered securities of Buyers
covered by such Registration Statement have been sold or may
be sold without volume restrictions pursuant to Rule 144(k) as
determined by the counsel to the Company pursuant to a written
opinion letter to such effect, addressed and acceptable to the
Company's transfer agent and the affected Buyers.
(b) At any time that the Company proposes to file a Registration
Statement with the SEC under the Act with respect to a sale of
its securities to the public, whether for its own account or
for the account of other holders of its securities or both
each such time it will give written notice to all Buyers of
its intention so to do. Upon the written request of any such
Buyer to do so, the Company will use its best efforts to cause
the Buyer's Shares to be included in the Registration
Statement to permit the sale of such Shares, subject to the
Buyers agreeing to any lock up or other restriction then
imposed on other registering holders.
12
(c) The Shares sought to be registered pursuant to (a) or (b)
above are hereinafter referred to as the "Securities". The
Buyer (also referred to hereinafter as the "Holder") shall pay
any and all underwriting commissions, if any, in connection
with the registration and sale of the Securities under this
Section 2.26, but the Company shall bear all fees and expenses
attendant to registering the Securities under federal, state
and any other securities laws, and any required filings with
the NASD, including, without limitation, all printing costs.
(d) The Company shall use its best efforts through its officers,
directors, auditors, and counsel to cause such registration
statement to become effective as promptly as practicable.
(e) The Company shall use its best efforts to cause the Securities
to be registered or qualified for sale under the securities or
blue sky laws of such jurisdictions as the Holder may
reasonably request; provided, however, that the Company shall
not by reason of this Section 2.26 be required to qualify to
do business in any state in which it is not otherwise required
to qualify to do business or to file a general consent to
service of process in such jurisdiction.
(f) Upon request, the Company shall furnish the Holder and its
counsel copies of all registration statements and amendments
and supplements thereto, each preliminary and final prospectus
and amendment and supplement thereto, comment letters from the
SEC, the National Association of Securities Dealers ("NASD")
and state securities commissions, and such other documents as
the Investor shall reasonably request to facilitate the
disposition of the Securities included in such registration.
(g) The Company will indemnify and hold harmless the Holder, and
each partner, officer, director, and controlling person of the
Holder, with respect to which registration, qualification or
compliance has been effected pursuant to this Agreement
against all claims, losses, damages and liabilities (or
actions in respect thereof under the Act, the Exchange Act,
common law or otherwise arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact
contained in any prospectus, offering circular or other
document (including any related registration statement,
notification or the like as amended and supplemented) incident
to any such registration, qualification or compliance, or
based on any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to
make the statements therein not misleading, or any violation
by the Company of any rule or regulation promulgated under the
Act or any state securities or blue sky laws applicable to the
Company and relating to action or inaction required of the
Company in connection with any such registration,
qualification or compliance, and will promptly reimburse the
Holder, and each partner, officer, director, and each
controlling person of the Holder, for any legal and other
expenses reasonably incurred in connection with investigating
or defending any such claim, loss, damage, liability or
action; provided, that the Company will not be liable to the
Holder or any partner, officer, director and controlling
person of the Holder, to the extent that any such claim, loss,
damage, liability or expense arises out of or is based on any
untrue statement or omission contained in information
furnished to the Company by the Holder in writing for use
therein.
(h) In connection with any registration statement in which the
Holder is participating, the Holder shall furnish to the
Company in writing such information and affidavits as the
Company and any underwriter reasonably requests for use in
connection with any such registration statement or prospectus
and shall indemnify the Company, its directors and officers
and each person who controls the Company (within the meaning
of the Securities Act) against any losses, claims, damages,
liabilities and expenses resulting from any untrue or alleged
untrue statement of material fact contained in the
registration statement, prospectus or preliminary prospectus
or any amendment thereof or supplement thereto or any omission
or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not
misleading, but only to the extent that such untrue statement
or omission is contained in any information or affidavit so
furnished in writing by the Holder.
13
(i) If the indemnification provided for in subparagraph (h) above
is held by a court of competent jurisdiction to be unavailable
to an indemnified party with respect to any loss, liability,
claim, damage, or expense referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or
payable by such indemnified party as a result of such of loss,
liability, claim, damage, expense in such proportion as is
appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the
other in connection with the statements or omissions that
resulted in such loss, liability, claim, damage, or expense as
well as any other relevant equitable considerations. The
relative fault of the indemnifying party and of the
indemnified party shall be determined by a court of competent
jurisdiction by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party
and the party's relative intent, knowledge, access to
information, and opportunity to correct or prevent such
statement or omission.
(j) With a view to making available the benefits of certain rules
and regulations of the SEC, which may permit the sale of
restricted securities (as that term is used in Rule 144 under
the Act), to the public without registration, the Company
undertakes to use its best efforts to:
(i) make and keep public information available as those
terms are understood and defined in Rule 144 under
the Act;
(ii) file with the SEC in a timely manner all reports and
other documents required of the Company under the Act
and the Exchange Act at any time after it has become
subject to such reporting requirements; and
(iii) so long as the Holder owns any restricted Securities,
furnish to the Holder promptly upon a written request
by the Holder as to the Company's compliance with the
reporting requirements of Rule 144 (at any time from
and after ninety days following the effective date of
the first registration statement filed by the Company
for an offering of Securities to the general public),
and of the Act and Exchange Act, a copy of the most
recent annual or quarterly report of the Company, and
such other reports and documents so filed as the
Holder may reasonably request in availing himself,
herself or itself of any rule or regulation of the
SEC allowing the Holder to sell any such Securities
without registration.
(k) Notwithstanding the forgoing, if at any time or from time to
time after the date of effectiveness of the Registration
Statement, the Company notifies the Holder in writing of the
existence of a Potential Material Event, the Holder shall not
offer or sell any Securities, or engage in any other
transaction involving or relating to the Securities, from the
time of the giving of notice with respect to a Potential
Material Event until either the events or circumstances
comprising such Potential Material Event have been disclosed
to the public or no longer constitute a Potential Material
Event; provided however, that the Company may not so suspend
the right to the Holder during the periods the Registration
Statement is required to be in effect other than during a
Permitted Suspension Period. The term "Permitted Suspension
Period" means one or more suspension periods during any
consecutive 12-month period and the term "Potential Material
Event" shall mean any of the following: (i) the possession by
the Company of material information not ripe for disclosure in
a registration statement, which shall be evidenced by
determinations in good faith by the Board of Directors of the
Company that disclosure of such information in the
registration statement would be detrimental to the business
and affairs of the Company; or (ii) any material engagement or
activity by the Company which would, in the good faith
determination of the Board of Directors of the Company, be
adversely affected by disclosure in a registration statement
at such time, which determination shall be accompanied by a
good faith determination. Notwithstanding anything to the
contrary contained herein, the provisions hereof shall not
apply to the extent that any of the Securities then included
in such Registration Statement may be sold or otherwise
transferred under Rule 144 under the Act or are transferred in
a private non-brokerage transaction.
This Section 2.26 is a material inducement to the Buyer to
enter into this Agreement.
14
ARTICLE III
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF BUYER
Each of the Buyers hereby represents, warrants and certifies with
respect to itself only and not with respect to any other Buyer as follows and
hereby acknowledges and confirms that the Corporation is relying on such
representations, warranties and certificates in accepting the purchase of Shares
hereunder:
3.01 AUTHORIZATION, COMPLIANCE WITH LAWS AND CHARTER DOCUMENTS
The Buyer has full power and authority to enter into this Agreement.
This Agreement constitutes a valid and binding obligation of the Buyer
enforceable against the Buyer in accordance with its terms, except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of
general application affecting enforcement of creditors' rights generally. The
execution, delivery and performance of the Agreement and the consummation of the
transactions contemplated hereby will not result in any such violation or
default, or be in conflict with or constitute, with or without the passage of
time or the giving of notice or both, either a default under the Buyer's
organizational documents (if a company), as currently in effect, or an event
which results in the creation of any lien, charge or encumbrance upon the
capital stock or any asset of the Buyer, or a default under any agreement or
contract of the Buyer, or a violation of any laws, rules, regulations,
judgments, decrees or orders, except in the case of any of the foregoing, such
default(s), lien(s) charge(s), encumbrance(s) or violation(s) as would not have
a material adverse effect on the Buyer and all other companies (if Buyer is a
company) directly or indirectly owned by Buyer, considered as a whole.
3.02 PURCHASE ENTIRELY FOR OWN ACCOUNT
The Buyer is acquiring the Shares for investment for its own account,
not as a nominee or agent, and not with a view to, or for the resale or
distribution of any part thereof. The Buyer has no present intention of selling,
granting any participation in, or otherwise distributing the same. The Buyer
further represents that it does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participations to such
person or to any third person, with respect to any of the Shares.
3.03 DISCLOSURE OF INFORMATION
The Buyer has received all of the information that it considers
necessary or appropriate for deciding whether to purchase the Shares. The Buyer
further represents that it has had an opportunity to ask questions and receive
answers from the Company regarding the terms and conditions of the offering of
the Shares.
15
3.04 ACCREDITED INVESTOR
The Buyer is an "accredited investor" within the meaning of Rule 501 of
Regulation D, as presently in effect.
3.05 RESTRICTED SECURITIES
The Buyer acknowledges that, because the Shares have not been
registered under the Securities Act, the Shares, must be held indefinitely
unless the resale of which is subsequently registered under the Securities Act
or an exemption from such registration is available. The Buyer is aware of the
provisions of Rule 144 promulgated under the Securities Act which permits
limited resale of securities purchased in a private placement subject to the
satisfaction of certain conditions.
3.06 POSSESSION OF MATERIAL NON-CONFIDENTIAL INFORMATION
Buyer acknowledges, in connection with Buyer 's purchase of the Shares
and discussions and negotiations with respect thereto, that the Investor may be
in possession of material non-public information and, accordingly, agrees that
it may not transfer any securities owned by it unless in compliance with
applicable securities laws and regulations.
3.07 LEGENDS
The Buyer understands that until:
(a) the Shares may be sold by the Investor under Rule 144(k); or
(b) such time as the resale of the Shares have been registered
under the Securities Act, or the certificates representing the
Shares will bear a restrictive legend in substantially the
following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE
SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER APPLICABLE SECURITIES LAWS, OR UNLESS
OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN OPINION FROM
COUNSEL THAT SUCH OFFER, SALE OR TRANSFER FALLS WITHIN AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENT OF THOSE
LAWS.
THE BUYER FURTHER UNDERSTANDS THAT THE CERTIFICATES
REPRESENTING THE SHARES WILL BEAR A LEGEND, OR AN OWNERSHIP
STATEMENT ISSUED UNDER A DIRECT REGISTRATION SYSTEM OR OTHER
ELECTRONIC BOOK-ENTRY SYSTEM ACCEPTABLE TO THE ONTARIO
SECURITIES COMMISSION WILL BEAR A LEGEND RESTRICTION NOTATION,
STATING AS FOLLOWS:
UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT
IS FOUR MONTHS AND ONE DAY AFTER CLOSING DATE.
3.08 The Buyer is a resident at the address indicated at the end of this
Agreement and has no other residency.
3.09 If an individual, the Buyer has obtained the age of majority and is
legally competent to execute this Agreement and complete the purchase
for Shares hereunder.
16
3.10 The Buyer has not received any document purporting to describe the
business and affairs of the Company that has been prepared primarily
for delivery to and review by the Buyer so as to assist the Buyer to
make an investment decision in respect of the Shares being sold.
3.11 The Buyer (provided for the purposes of this Section 3.11 the Buyer
shall mean only residents of Canada and Xxxx Xxxx and Xxxxxxxx Xxxxxxxx
Trust Ltd.) qualify as an "accredited investor", as such term is
defined in Ontario Securities Commission Rule 00-000 Xxxxxx
Distributions (the "Rule"), and as such the Buyer is one of the
following:
(a) an individual who beneficially owns, or who together with a
spouse (which term, in relation to an individual, means
another individual to whom that individual is married, or
another individual of the opposite sex or the same sex with
whom that individual is living in a conjugal relationship
outside marriage) beneficially own, financial assets (being
cash, securities, or any contact of insurance or deposit or
evidence thereof that is not a security for purposes of the
Act) having an aggregate realizable value that, before taxes
but net of any related liabilities (being liabilities incurred
or assumed for the purpose of financing the acquisition or
ownership of financial assets and liabilities that are secured
by financial assets), exceeds $1,000,000.00; or
(b) an individual whose net income before taxes exceeded
$200,000.00 in each of the two most recent years or whose net
income before taxes combined with that of a spouse exceeded
$300,000.00 in each of those years and who, in either case,
has a reasonable expectation of exceeding the same threshold
net income level in the current year; or
(c) a company, limited partnership, limited liability partnership,
trust or estate, other than a mutual fund or non-redeemable
investment fund, that had net assets of at least $5,000,000.00
a reflected in its most recently prepared financial statements
(as prepared in accordance with generally accepted accounting
principles); or
(d) a person or company in respect of which all of the owners of
interests, direct or indirect, legal or beneficially, are
persons or companies that qualify under any one or more of the
above categories; or
(e) a person, company or other entity that qualifies under any one
of the "accredited investor" categories listed in the Rule,
and the Buyer agrees to provide specifics thereof.
3.12 Further, the Buyer acknowledges that:
(a) the Shares are subject to transfer and resale restrictions
pursuant to the OSA and the regulation, rules, orders,
instruments and published policy statements applicable
thereunder, including Multilateral Instrument 45-102 Resale of
Securities;
(b) the Buyer's purchase of the Shares has not been made through
or as a result of and the distribution of the Shares is not
being accompanied by an advertisement or general solicitation
in printed or public media, or general or regular print
circulation, radio or television or telecommunications,
including electronic display of any other form of
advertisement; and
(c) the Buyer is generally responsible for obtaining such legal
advice as the Buyer considers appropriate in connection with
the execution, delivery and performance of this Agreement and
any subsequent transfer or resale of the Shares.
17
ARTICLE IV
CLOSING
4.01 On the terms and subject to the conditions set forth in this Agreement,
on the Closing Date the Buyers will receive the Shares listed beside
their name in Schedule 4.01, representing Seventy Five Percent (75%) of
the Company's then outstanding Common Stock on a fully diluted basis,
excluding however 1,437,500warrants (exercisable at $0.50 per common
share) and 2.425 million options (2,325,000 exercisable at $0.50 and
100,000 exercisable at $1.00 per common share) currently outstanding
for the purchase of common shares of MEI (collectively the
"Warrant(s)").
4.02 On the terms and subject to the conditions set forth in this Agreement,
on the Closing Date the Buyers shall receive the warrants in accordance
with Schedule 4.02, whereby for each common share of the Company issued
upon exercise of a Warrant, the Buyers shall be issued (pro rata to
each of their Company holdings), at the same price per share as the
exercise price of the common share of the Company issued upon exercise
of a Warrant, three common shares of the Company. The form of warrant
issued to Buyers is set out in Schedule 4.02 and such warrants shall be
referred to as "New Warrants".
4.03 CLOSING
The closing ("Closing") of the transaction contemplated by this
Agreement shall be on a date and at such time as the parties may agree ("Closing
Date") but not later than May 31, 2004, subject to the right of the Company or
the Buyer to extend such Closing Date by up to an additional ten (10) days. Such
Closing shall take place at a mutually agreeable time and place. At Closing, the
following will occur:
(a) The Company will issue and deliver 39,360,272 newly issued
treasury shares of the Company's Common Stock in the name of
Buyers in accordance with this Agreement;
(b) The Company will issue and deliver the New Warrants in
accordance with this Agreement;
(c) At Closing, Xxxxxx Xxxxxxxxx, Xxxxx XxxXxxxxx and Xxxx Xxxxxxx
shall remain on the Board and Xxxxx Xxxxxxx and Xxxxxxx
Xxxxxxx shall resign as a Board member and the Buyers shall
designate Xxxxxx Xxxxx, Xxxxxxx Xxxxxxxx, Xxxx Xxxx and
Xxxxxxx Xxxx to be appointed to the Board of Directors (the
"Buyers' Designees"). Upon the appointment of Buyers'
Designees, the Company will have a total of seven (7)
Directors. Other than Xxxxxx Xxxxxxxxx, Xxxx Xxxx, Xxxxxxx
Xxxxxxxx and Xxx Xxxxx, the directors shall be paid a per
annum fee of Cdn$20,000;
(d) At the Closing, the Company shall execute and deliver
Certified resolutions of the Board of Directors of the Company
in the form attached hereto as Schedule Section 4.03(d)
authorizing the consummation of the transactions contemplated
by this Agreement; and appointing and electing the persons
designated by Buyers as officers and directors of the Company
effective as of the Closing Date;
(e) Non-Competition. At or prior to Closing the current directors
and officers, who are not resigning pursuant to Section 4.03
(c) above, of each of the Company who are not resigning
pursuant to Section 4.03(c) above and Buyers' Designees shall
undertake in the form attached, as Schedule Section 4.03(e),
that for a period of one (1) year from the date they cease
activities on behalf of the Company they will not provide
services or products that compete with those being marketed or
sold by the Company.
(f) At the Closing, the Company shall execute, acknowledge, and
deliver (or shall ensure to be executed, acknowledged, and
delivered) any and all certificates, opinions, financial
statements, schedules, agreements, resolutions, rulings or
other instruments required by this Agreement to be so
delivered at or prior to the Closing, together with such other
items as may be reasonably requested by the parties hereto and
their respective legal counsel in order to effectuate or
evidence the transactions contemplated hereby. Among other
things, the Company shall provide an opinion of counsel
acceptable to Buyer as to such matters as Buyer may reasonably
request, which shall include, but not be limited to, a
statement, to the effect that to such counsel's best
knowledge, after reasonable investigation, that the execution,
delivery and performance of the Agreement by the Company and
the performance of its obligations thereunder do not and will
not constitute a breach or violation of any of the terms and
provisions of, or constitute a default under or conflict with
or violate any provision of (i) the Company's incorporation
documents, each as currently in effect, (ii) any indenture,
mortgage, deed of trust, agreement or other instrument to
which the Company is a party or by which it or any of its
property is bound, (iii) any applicable statute or regulation
(such compliance including, but not being limited to, the
filing of all reports to date with federal and state
securities authorities), or (iv) any judgment, decree or order
of any court or governmental body having jurisdiction over the
Company or any of its property.
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4.04 ANTI-DILUTION
The number of shares of the Company's Common Stock issuable at
Closing shall be appropriately adjusted to take into account any other stock
split, stock dividend, reverse stock split, re-capitalization, or similar change
in the Company's Common Stock which may occur between the date of the execution
of this Agreement and the Closing Date.
4.05 TERMINATION
(a) This Agreement may be terminated by the Board of Directors of
either the Company or Buyer at any time prior to the Closing
Date if:
(i) there shall be any actual or threatened action or
proceeding before any court or any governmental body
which shall seek to restrain, prohibit, or invalidate
the transactions contemplated by this Agreement and
which, in the judgment of such Board of Directors,
made in good faith and based upon the advice of its
legal counsel, makes it inadvisable to proceed with
the Exchange;
(ii) any of the transactions contemplated hereby are
disapproved by any regulatory authority whose
approval is required to consummate such transactions
or in the judgment of such board of directors, made
in good faith and based on the advice of counsel,
there is substantial likelihood that any such
approval will not be obtained or will be obtained
only on a condition or conditions which would be
unduly burdensome, making it inadvisable to proceed
with the Exchange; or
In the event of termination pursuant to this paragraph, no
obligation, right or liability shall arise hereunder, and each
party shall bear all of the expenses incurred by it in
connection with the negotiation, drafting, and execution of
this Agreement and the transactions herein contemplated.
(b) This Agreement may be terminated by the Buyer at any time
prior to the Closing Date if:
(i) the Buyer determines in good faith that one or more
of Buyer's conditions to Closing has not occurred,
but only after the offending party has been given ten
days notice and an opportunity to cure, through no
fault of the Buyer.
(ii) the Buyer takes the termination action specified in
Section 2.17 as a result of Company Schedules or
updates thereto which Buyer finds unacceptable; or
(iii) the Company shall fail to comply with any of its
covenants or agreements contained in this Agreement
or if any of the representations or warranties of the
Company contained herein shall be inaccurate , where
such noncompliance or inaccuracy can have a Material
Adverse Affect on the Company and has not been cured
within ten (10) days after written notice thereof.
19
(iv) there shall have been any change after the date of
the latest balance sheet of the Company in the
assets, properties, business or financial condition
of the Company which could have a Material Adverse
Effect on the financial statements of the Company
listed in Section 2.04(a) and 2.04(b) taken as a
whole, except any changes disclosed in the Company
Schedules.
(v) on or before April 30, 2004, if Buyer notifies the
Company that Buyer 's investigation pursuant to
Section 5.01 below has uncovered information which it
finds unacceptable by the same criteria set forth
herein;
If this Agreement is terminated pursuant to this paragraph,
this Agreement shall be of no further force or effect, and no
obligation, right or liability shall arise hereunder.
(c) This Agreement may be terminated by the Board of Directors of
the Company at any time prior to the Closing Date if:
(i) the Board of Directors of the Company determines in
good faith that one or more of the Company's
conditions to Closing set forth in Article VI has not
occurred, but only after the offending party has been
given twenty days notice and an opportunity to cure,
through no fault of Company;
(ii) Buyer shall fail to comply with any of its covenants
or agreements contained in this Agreement or if any
of the representations or warranties of the Buyer
contained herein shall be inaccurate, where such
noncompliance or inaccuracy can have a material
adverse affect on the rights being granted to the
Company hereunder and has not been cured within ten
(10) days after written notice thereof.
If this Agreement is terminated pursuant to this paragraph,
this Agreement shall be of no further force or effect, and no
obligation, right or liability shall arise hereunder.
ARTICLE V
SPECIAL COVENANTS
5.01 ACCESS TO PROPERTIES AND RECORDS
The Company to the officers and authorized representatives of the Buyer
full access to the properties, books and records of the Company in order that
each may have a full opportunity to make such reasonable investigation as it
shall desire to make of the affairs of the Company, and Company will furnish the
Buyer with such additional financial and operating data and other information as
to the business and properties of the Company, as the Buyer shall from time to
time reasonably request. Any such investigation and examination shall be
conducted at reasonable times and under reasonable circumstances, and Company
shall cooperate fully therein. No investigation by Buyer shall, however,
diminish or waive in any way any of the representations, warranties, covenants
or agreements of the Company under this Agreement. In order that Buyer may
investigate as it may wish the business affairs of the Company, the Company
shall furnish the Buyer during such period with all such information and copies
of such documents concerning the affairs of it as the Buyer may reasonably
request, and cause its officer, employees, consultants, agents, accountants, and
attorneys to cooperate fully in connection with such review and examination, and
to make full disclosure to the Buyer all material facts affecting its financial
condition, business operations, and the conduct of operations.
20
5.02 THIRD PARTY CONSENTS AND CERTIFICATES
The Company agrees to cooperate with Buyer in order to obtain any
required third party consents to this Agreement and the transactions herein
contemplated.
5.03 EXCLUSIVE DEALING RIGHTS UNTIL 5:00 P.M. EASTERN DAYLIGHT TIME ON MAY
31, 2004
In recognition of the substantial time and effort which Buyer has spent
and will continue to spend in investigating the Company and its business and in
addressing the matters related to the transactions contemplated herein, each of
which may preempt or delay other management activities, neither the Company, nor
any of its officers, employees, representatives or agents will directly or
indirectly solicit or initiate any discussions or negotiations with, or, except
where required by fiduciary obligations under applicable law as advised by
counsel, participate in any negotiations with or provide any information to or
otherwise cooperate in any other way with, or facilitate or encourage any effort
or attempt by, any corporation, partnership, person or other entity or group
concerning any merger, sale of substantial assets, sale of shares of capital
stock, (including without limitation, any public or private offering of the
common stock of the Company) or similar transactions involving the Company (all
such transactions being referred to as "Company Acquisition Transactions"). If
the Company receives any proposal with respect to a Company Acquisition
Transaction, it will immediately communicate to Buyer the fact that it has
received such proposal and the principal terms thereof.
5.04 ACTIONS PRIOR TO CLOSING
(a) From and after the date of this Agreement until the Closing
Date and except as set forth in the Company Schedules or as
permitted or contemplated by this Agreement, the Company
(subject to paragraph (b) below) will :
(i) carry on its business in substantially the same
manner as it has heretofore;
(ii) maintain and keep its properties in states of good
repair and condition as at present, except for
depreciation due to ordinary wear and tear and damage
due to casualty;
(iii) maintain in full force and effect insurance
comparable in amount and in scope of coverage to that
now maintained by it;
(iv) perform in all material respects all of its
obligations under material contracts, leases, and
instruments relating to or affecting its assets,
properties, and business;
(v) use its best efforts to maintain and preserve its
business organization intact, to retain its key
employees, and to maintain its relationship with its
material suppliers and customers; and
(vi) fully comply with and perform in all material
respects all obligations and duties imposed on it by
all federal and state laws and all rules,
regulations, and orders imposed by federal or state
governmental authorities.
(b) From and after the date of this Agreement until the Closing
Date, the Company will not:
(i) make any changes in their Articles of Incorporation
or Bylaws, except as otherwise provided in this
Agreement;
(ii) take any action described in Section 2.07 in the case
of the Company (all except as permitted therein or as
disclosed in the applicable party's schedules);
21
(iii) enter into or amend any contract, agreement, or other
instrument of any of the types described in such
party's schedules, except that a party may enter into
or amend any contract, agreement, or other instrument
in the ordinary course of business involving the sale
of goods or services; or
(iv) sell any assets or discontinue any operations, sell
any shares of capital stock or conduct any similar
transactions.
(c) Prior to Closing the Company shall enter into a written
agreement, acceptable to Buyers n their sole discretion, with
Canada Customs and Revenue Agency for the repayment of the
Company's debt in regards to GST.
5.05 INDEMNIFICATION
Subject to Section 8.12 the Company hereby agrees to indemnify Buyer
and each of the officers, agents, and directors of Buyer and each of the Buyer's
shareholders as of the date of execution of this Agreement against any loss,
liability, claim, damage, or expense (including, but not limited to, any and all
expense whatsoever reasonably incurred in investigating, preparing, or defending
against any litigation, commenced or threatened, or any claim whatsoever), to
which it or they may become subject arising out of or based on any inaccuracy
appearing in or misrepresentation made by the Company under this Agreement. The
indemnification provided for in this paragraph shall survive the Closing and
consummation of the transactions contemplated hereby and termination of this
Agreement. In no event shall damages awarded to Buyers exceed $5million.
ARTICLE VI
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY
The obligations of the Company under this Agreement are subject to the
satisfaction, at or before the Closing Date, of the following conditions:
6.01 ACCURACY OF REPRESENTATIONS AND PERFORMANCE OF COVENANTS
The representations and warranties made by Buyer in this Agreement were
true when made and shall be true at the Closing Date with the same force and
effect as if such representations and warranties were made at and as of the
Closing Date (except for changes therein permitted by this Agreement). Buyer
shall have performed or complied with all covenants and conditions required by
this Agreement to be performed or complied with by Buyer prior to or at the
Closing.
6.02 NO GOVERNMENTAL PROHIBITION
No order, statute, rule, regulation, executive order, injunction, stay,
decree, judgment or restraining order shall have been enacted, entered,
promulgated or enforced by any court or governmental or regulatory authority or
instrumentality which prohibits the consummation of the transactions
contemplated hereby.
ARTICLE VII
CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER
The obligations of the Buyer under this Agreement are subject to the
satisfaction, at or before the Closing Date, of the following conditions:
7.01 ACCURACY OF REPRESENTATIONS AND PERFORMANCE OF COVENANTS
The representations and warranties made by the Company in this
Agreement were true when made and shall be true as of the Closing Date (except
for changes therein permitted by this Agreement) with the same force and effect
as if such representations and warranties were made at and as of the Closing
Date. Additionally, the Company shall have performed and complied with all
covenants and conditions required by this Agreement to be performed or complied
with by the Company and shall have satisfied all conditions set forth herein
prior to or at the Closing. Buyer shall have been furnished with certificates,
signed by duly authorized executive officers of the Company and dated the
Closing Date, to the foregoing effect.
22
7.02 OFFICER'S CERTIFICATE
Buyer shall have been furnished with certificates dated the Closing
Date and signed by the duly authorized executive officer of the Company, to the
effect that no litigation, proceeding, investigation or inquiry is pending, or
to the best knowledge of the Company threatened, which might result in an action
to enjoin or prevent the consummation of the transactions contemplated by this
Agreement or, to the extent not disclosed in the Company Schedules, by or
against the Company, which might result in any material adverse change in any of
the assets, properties or operations of the Company.
7.03 NO MATERIAL ADVERSE CHANGE
Prior to the Closing Date, there shall not have occurred any
change in the financial condition, business or operations of the Company nor
shall any event have occurred which, with the lapse of time or the giving of
notice, is determined to be unacceptable using the criteria set forth in Section
2.18.
7.04 NO GOVERNMENTAL PROHIBITION
No order, statute, rule, regulation, executive order, injunction, stay,
decree, judgment or restraining order shall have been enacted, entered,
promulgated or enforced by any court or governmental or regulatory authority or
instrumentality which prohibits the consummation of the transactions
contemplated hereby.
7.05 CONSENTS
All consents, approvals, waivers or amendments pursuant to all
contracts, licenses, permits, trademarks and other intangibles in connection
with the transactions contemplated herein, or for the continued operation of the
Company after the Closing Date on the basis as presently operated shall have
been obtained.
7.06 OTHER ITEMS
Buyer shall have received further opinions, documents, certificates, or
instruments relating to the transactions contemplated hereby as Buyer may
reasonably request.
7.07 REPURCHASE OF PREFERENCE SHARES
All preference shares issued and outstanding shall have been be
converted to 9,348,000 common shares and warrants to purchase 3,083,949 common
shares of the Company.
ARTICLE VIII
MISCELLANEOUS
8.01 The Company acknowledges that the obligations of each Buyer under this
Agreement and other agreements delivered in connection herewith
(collectively "Transaction Documents") are several and not joint with
the obligations of any other Buyer, and no Buyer shall be responsible
in any way for the performance of the obligations of any other Buyer
under the Transaction Documents. The Company acknowledges that the
decision of each Buyer to purchase securities pursuant to this
Agreement has been made by such Buyer independently of any other Buyer
and independently of any information, materials, statements or opinions
as to the business, affairs, operations, assets, properties,
liabilities, results of operations, condition (financial or otherwise)
or prospectus of the Company which may have been made or given by any
other Buyer or by any agent or employee of any other Buyer, and no
Buyer or any of its agents or employees shall have any liability to any
Buyer (or any other person) relating to or arising from any such
information, materials, statements or opinions. The Company
acknowledges that nothing contained in any Transaction Document, and no
action taken by any Buyer pursuant hereto or thereto shall be deemed to
constitute the Buyers as a partnership, an association, a joint venture
or any other kind of entity, or create a presumption that the Buyers
are in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated by the Transaction
Documents. The Company acknowledges that each Buyer shall be entitled
to independently protect and enforce its rights, including without
limitation, the rights arising out of the Transaction Documents, and it
shall not be necessary for any other Buyer to be joined as an
additional party in any proceeding for such purpose. The Company
acknowledges that they have elected to provide all Buyers with the same
terms and Transaction Documents for the convenience of the Company and
not because Company was required or requested to do so by the Buyers.
The Company acknowledges that such procedure with respect to the
Transaction Documents in no way creates a presumption that the Buyers
are in any way acting in concert or as a group with respect to the
Transaction Documents or the transactions contemplated thereby.
23
8.02 NO BANKRUPTCY AND NO CRIMINAL CONVICTIONS
None of the Parties to the Agreement, nor their officers, directors or
affiliates or control persons, nor any predecessor thereof have been subject to
the following:
(a) Any bankruptcy petition filed by or against any business of
which such person was a general partner or executive officer
within the past five (5) years;
(b) Any conviction in a criminal proceeding or being subject to a
pending criminal proceeding (excluding traffic violations and
other minor offenses);
(c) Being subject to any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining,
barring, suspending or otherwise limiting his involvement in
any type of business, securities or banking activities; and
(d) Being found by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission (the "SEC") or
the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or vacated.
8.03 BROKERS
No broker's or finder's fee will be paid in connection with the
transaction contemplated by this Agreement. The Company and Buyer agree that
there were no brokers or finders involved in bringing the parties together or
who were instrumental in the negotiation, execution or consummation of this
Agreement.
8.04 GOVERNING LAW AND ARBITRATION
This Agreement shall be governed by, enforced, and construed under and
in accordance with the laws of the Province of Ontario. All controversies,
disputes or claims arising out of or relating to this Agreement shall be
resolved by binding arbitration.
(a) Rules. The arbitration shall be conducted on a confidential
basis in accordance with the Rules of Procedure for the
Conduct of Arbitration of the Arbitration and Mediation
Institute of Ontario Inc. (the "Rules"). If there are no Rules
in effect at the time of the commencement of the arbitration,
the arbitration shall proceed in accordance with the
provisions of the Arbitrations Act, 1991 (Ontario).
24
(b) Initiation. The arbitration process may be commenced by any
party giving written notice to the other parties specifying
particulars of the matters in dispute.
(c ) Arbitrator. The arbitration shall be conducted by a single
arbitrator agreed to by the Parties. If the Parties are unable
to agree upon an arbitrator, then an arbitrator shall be
appointed in accordance with the Rules.
(d) Location. The arbitration shall be conducted in the City of
Toronto, Ontario.
(e) Combination. If there is more than one matter to be
arbitrated, all such matters shall, to the extent possible, be
combined in one arbitration.
(f) Co-Operation. Each of the parties shall co-operate with the
arbitrator and provide him or her with all information in its
possession and under its control necessary or relevant to the
matter in dispute.
(g) Timing. Subject to the arbitrator's availability and
discretion, the arbitration shall be completed within 30 days
of the commencement of the arbitration hearing and the
arbitrator shall deliver a written decision within 10 days of
the completion of the arbitration hearing.
(h) Judgment. Judgement upon the arbitrator's award may be entered
into any court having jurisdiction.
(i) No Appeal. The decision of the arbitrator shall be final and
binding upon the parties and there shall be no appeal from the
decision of the arbitrator.
(j) Costs. The quantum of the costs of arbitration shall be
determined by the arbitrator and shall be borne by the
unsuccessful party(ies).
8.05 NOTICES
Any notice or other communications required or permitted hereunder
shall be in writing and shall be sufficiently given if personally delivered to
it or sent by telecopy, overnight courier or registered mail or certified mail,
postage prepaid, addressed as follows:
If to the Company, to: Med-Emerg International Inc.
0000 Xxxxxxxxxxx Xxxx - Xxxxx 000
Xxxxxxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxx Xxxxx
Fax: 000-000-0000
with copies to: Xxxxxx Xxxxxxxx Xxxxxxxxxx, LLP
Barristers & Solicitors
000 Xxx Xxxxxx - Xxxxx 0000
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxx Xxxxxxxxxx
Fax: 000-000-0000
If to Buyers to address beside their names on Schedule 4.01
25
with copies to: Aboudi & Xxxxxxxxxx, Law Offices
3 Gavish St, Kfar saba
Israel 44641
Attention: Xxxxxx Xxxxxxxxxx
Fax: 000-0-000-0000
Xxxxxxx, Spring, Kichler & Xxxxxxx LLP
00 Xxxxxxxx Xxxxxx Xxxx - Xxxxx 000
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxxx Xxxxxxxxxx
Fax: (000) 000-0000
or such other addresses as shall be furnished in writing by any party in the
manner for giving notices hereunder, and any such notice or communication shall
be deemed to have been given (i) upon receipt, if personally delivered, (ii) on
the second day after dispatch, if sent by night courier, (iii) upon dispatch, if
transmitted by telecopy and receipt is confirmed by telephone and (iv) ten (10)
days after mailing, if sent by registered or certified mail.
8.06 ATTORNEY'S FEES
In the event that either party institutes any action or suit to enforce
this Agreement or to secure relief from any default hereunder or breach hereof,
the prevailing party shall be reimbursed by the losing party for all costs,
including reasonable attorney's fees, incurred in connection therewith and in
enforcing or collecting any judgment rendered therein.
8.07 SCHEDULES; KNOWLEDGE
Each party is presumed to have full knowledge of all information set
forth in the other party's schedules delivered pursuant to this Agreement.
8.08 THIRD PARTY BENEFICIARIES
This contract is strictly between the Company and Buyer, and, except as
specifically provided, no director, officer, stockholder , employee, agent,
independent contractor or any other person or entity shall be deemed to be a
third party beneficiary of this Agreement.
8.09 EXPENSES
Each of the Parties shall be responsible for its own costs and
expenses, including the fees and expenses of counsel and accountants, incurred
in connection with the Contemplated Transactions, if the transactions are not
consummated. In the event that the transactions are consummated the remaining
entity shall pay for all such expenses for both parties.
8.10 ENTIRE AGREEMENT
This Agreement represents the entire agreement between the parties
relating to the subject matter thereof and supersedes all prior agreements,
understandings and negotiations, written or oral, with respect to such subject
matter.
8.11 SURVIVAL; TERMINATION
The representations, warranties, and covenants of the respective
parties shall survive the Closing Date and the consummation of the transactions
herein contemplated for a period of two (2) years.
26
8.12 COUNTERPARTS
This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original and all of which taken together shall be but a
single instrument.
8.13 AMENDMENT OR WAIVER
Every right and remedy provided herein shall be cumulative with every
other right and remedy, whether conferred herein, at law, or in equity, and may
be enforced concurrently herewith, and no waiver by any party of the performance
of any obligation by the other shall be construed as a waiver of the same or any
other default then, theretofore, or thereafter occurring or existing. At any
time prior to the
27
Closing Date, this Agreement may by amended by a writing signed by all parties
hereto, with respect to any of the terms contained herein, and any term or
condition of this Agreement may be waived or the time for performance may be
extended by a writing signed by the party or parties for whose benefit the
provision is intended.
8.14 BEST EFFORTS
Subject to the terms and conditions herein provided, each party shall
use its best efforts to perform or fulfill all conditions and obligations to be
performed or fulfilled by it under this Agreement so that the transactions
contemplated hereby shall be consummated as soon as practicable. Each party also
agrees that it shall use its best efforts to take, or cause to be taken, all
actions and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate and make effective
this Agreement and the transactions contemplated herein.
8.15 FAXED COPIES
For purposes of this Agreement, a faxed signature will constitute an
original signature.
8.16 SEVERABILITY
The invalidity or unenforceability of any term, phrase, clause,
paragraph, restriction, covenant, agreement or other provision of this Agreement
shall in no way affect the validity or enforcement of any other provision or any
part thereof.
8.17 INTERPRETATION
Words importing the singular number only shall include the plural and
vice versa, words importing the masculine gender shall include the feminine and
neuter genders and words importing persons shall include firms and corporations
and vice versa. For purposes of this Agreement the word `person' includes
individuals, corporations, limited partnerships, general partnerships, joint
stock companies, joint ventures, associations, companies, trusts or other
organizations, whether or not legal entities.
8.18 PRESS RELEASES
Prior to the making, issuance or dissemination of any publication,
presentation, public announcement or press release which includes the name of a
Buyer the Company shall obtain the Buyer's prior written consent. The Company's
disclosure of the name of Buyer in accordance with its obligation under the
Securities Exchange Act of 1934, as amended, shall not be deemed to be a
violation of this Section 8.18.
IN WITNESS WHEREOF, the corporate parties hereto have caused this
Agreement to be executed by their respective officers, hereunto duly authorized,
as of the date first-above written.
MED-EMERG INTERNATIONAL INC.
----------------------
By:
Title:
I have authority to bind the company.
28
NAME OF BUYER ADDRESS
Sinclair Montrose Trust Ltd. SMT, 0 Xxxxxxxxxx Xxxxx, Xxxxxx, X0X 0XX, XX
---------------------
By:
Title:
I have authority to bind the company.
Xxxx 0, 00 Xxxx Xxxx Xxxxxx, Xxxxxx X0 0XX, XX
---------------------
Xxxxxx Xxxxx
00 Xxx Xxxxx Xxxxxx, Xxxxxx, Xxxxxx
---------------------
Xxxx Xxxx
BXR1 Holdings Inc. 000 Xxxxx Xxxxxx Xxxx, Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0
---------------------
By:
Title:
I have authority to bind the company.
Xxxx & Co. Inc. 000 Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxx X0X 0X0
---------------------
By:
Title:
I have authority to bind the company.
000 Xxxxx Xxxxxx Xxxx, Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0
---------------
Xxxxxxx Xxxxxxxxx
000 Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx, X0X 0X0
---------------
Xxxxx Xxxxxx
0, Xxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxxxxx
----------------
Xxxx Xxxxxx
00 Xxxxxxxxxx Xxxxx, Xxxxx 0, Xxxxxx X0 0XX, XX
----------------
Eastkings RBS
0 Xx. Xxxx Xxxxxx Xxxxx, 0xx Xxxxx, Xxxxxx X0 0XX XX
----------------
Xxxxx Xxxxx RBS
0, Xxx xx Xxxxx, 0000 Xxxxxx Xxxxxxxxxxx
----------------
Xxxxxx Xxxxxxx
29
NAME OF BUYER ADDRESS
00, Xxxxxxx Xxxxxx, Xxx Xxxx 00000, Xxxxxx
---------------
Avi Gabbay
0, Xxxxxxxx Xxxxxx, Xxx Xxxx, Xxxxx
----------------
Xxxxx Xxxxxxx
0, Xxxxxxx Xxxxxx, Xxx Xxxx 00000, Xxxxxx
----------------
Xxxx Xxxxx
PIM Ltd., 00 Xx. Xxxxx'x Xxxxx, Xxxxxx XX0X 0XX, XX
----------------
Xxxxx Xxxxxxxxx
Brooms, Xxxxxxx Xxxxx Xxxxx, Xxxxxxx Xxxxxx XX00 0XX, XX
----------------
Xxxxxx Xxxxxx
Xxxxx Xxxx, Xxxxx Xxxx Xxxx, Bedmond, Xxxxxxxxxxxxx XX0 0XX, XX
----------------
Xxxx Xxxxxxxx
4a, Xxxx Xxxxxxxx Xxxxxx, Xxx Xxxx 00000, Xxxxxx
-----------------
Xxxx Xxxxxxxx
00x, Xxxx Xxxxxx, Xxxx Xxxx, Xxxxxx
-----------------
Ran Artzi
The Holding Co. Unit 2, Finchley Ind. Center, 000 Xxxx Xxxx, Xxxxx Xxxxxxxx, X00 0XX, XX
----------------
By:
Title:
I have authority to bind the company.
