TRANSLATION FOR CONVENIENCE ONLY - NOT LEGALLY BINDING SHARE PURCHASE BY MUTUAL AGREEMENTS OF THE SHARES OF NORTH AMERICAN SPRING WATER (N.A.S.W.) INC. Entered into at Montreal (Quebec) on this 10th day of May 2002
EXHIBIT
10.5
TRANSLATION
FOR CONVENIENCE ONLY - NOT LEGALLY BINDING
SHARE
PURCHASE BY MUTUAL AGREEMENTS OF THE SHARES OF
NORTH
AMERICAN SPRING WATER (N.A.S.W.) INC.
Entered
into at Montreal (Quebec) on this 10th
day of
May 2002
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BETWEEN:
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3841944
CANADA INC.,
corporation duly constituted in virtue of the Canada Business Corporations
Act, having its head office at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxx,
Xxxxxx, X0X 0X0, herein represented by Xx. Xxxxxx X. Xxxxxxxxx,
President, duly authorized to act herein, as he so declares, by apposing
his signature.
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Hereinafter
referred to as “Pelletiercorp”
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AND:
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NORTH
AMERICAN SPRING WATER (N.A.S.W.) INC.,
corporation duly constituted in virtue of the Canadian Business
Corporations Act, having a place of business at 0000 Xxxx Xxxxxx,
Xxxxx
000, Xxxxxxxx, Xxxxxx, X0X 0X0, herein represented by Xx. Xxxxxx
Xxxxxxx, director, duly authorized to act herein, as he so declares,
by
apposing his signature.
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Hereinafter
referred to as the “Purchaser”
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AND
TO WHICH INTERVENES:
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XXXXXX
XXXXXXXXX,
Businessman, domiciled and residing at 0000 Xxxxxxx Xxxxxx, Xxx.
0000,
Xxxxxxxx, Xxxxxx, X0X 0X0.
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Hereinafter
referred to as “Pierre”
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AND:
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XXXXXX
X. XXXXXXXXX,
Businessman, domiciled and residing at 00 Xxxxxxxx Xxxxxx, Xxxxxx-Xxxxxx,
Xxxxxx, X0X 0X0.
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Hereinafter
referred to as “Michel”
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THE
PARTIES AGREE TO THE FOLLOWING:
ARTICLE
1 -
SALE
| 1.1 |
Pelletiercorp
hereby sells to the Purchaser and the Purchaser accepts to purchase,
7,249,256 Class “A” Shares in the capital stock of the Purchaser
(hereinafter referred to as the “Sold
Shares”).
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ARTICLE
2 - RENUNCIATIONS
| 2.1 |
In
consideration of these presents, Pelletiercorp, Pierre and Michel
hereby
irrevocably renounce to all of their rights to acquire shares or
other
equity titles of the Purchaser pursuant to the Unanimous Shareholder
Agreement of the Purchaser currently in effect, employment contracts
or
any other documents, as well as all the Options which they hold to
purchase shares of the Purchaser.
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| 2.2 |
In
consideration of these presents, Pelletiercorp hereby irrevocably
renounces to all of its rights which pursuant to the terms of the
Unanimous Shareholder Agreement of the Purchaser which is presently
in
effect.
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Article
3 - CONSIDERATION
| 3.1 |
The
purchase price for the sold shares is set at $350,000.00 and is payable
in
the following manner:
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| 3.1.1 |
a
disbursement to Gowling Xxxxxxx Xxxxxxxxx in Trust in the amount
of
$200,000.00 in cash upon the signature of these presents (the
“Closing”);
and
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| 3.1.2 |
a
transfer by the Purchaser to Pelletiercorp, upon Closing, of all
the
shares held by the Purchaser in the capital stock of Eau de Source
Vita
(2000) Inc. (the “Transferred
Shares”),
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which
Pelletiercorp acknowledges having received and declares itself quit for so
much.
ARTICLE
4 - CONTRACTUAL WARRANTIES OF PELLETIERCORP
| 4.1 |
Pelletiercorp
represents and warrants to the Purchaser that it is the absolute
owner of
the Sold Shares by good and valuable title, that it has the absolute
and
unconditional power to transfer the property of said shares to the
Purchaser, that the Sold Shares are free and clear of all liens,
charges,
encumbrances, security interest, hypothecs or rights of acquisition
in
favour of third parties and that it has obtained all authorizations
and
necessary exemptions to that effect. In the event that one of these
conventional warranties is inaccurate, Pelletiercorp undertakes to
indemnify the Purchaser, upon request of any damage or loss related
thereto, in capital, interest and judicial and extra-judicial
costs.
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ARTICLE
5 - CONTRACTUAL WARRANTIES OF THE PURCHASER
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5.1
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The
Purchaser represents and warrants to Pelletiercorp that it is the
absolute
owner of the Transferred Shares by good and valuable title, that
it has
the absolute and unconditional power to transfer the property of
said
shares to the Pelletiercorp, that the Transferred Shares are free
and
clear of all liens, charges, encumbrances, security interest, hypothecs
or
rights of acquisition in favour of third parties and that it has
obtained
all authorizations and necessary exemptions to that effect. In the
event
that one of these conventional warranties is inaccurate, the Purchaser
undertakes to indemnify Pelletiercorp, upon request, of any damage
or loss
related thereto, in capital, interest and judicial and extra-judicial
costs.
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ARTICLE
6 - INTERPRETATION
| 6.1 |
This
contract is governed by the laws in effect in the Province of
Quebec.
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| 6.2 |
This
contract binds each and every party, in solidarity, as well as their
successors and respective heirs.
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| 6.3 |
Any
modification or renunciation to whatsoever provision of this contract
shall be in writing and signed by each
party.
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| 6.4 |
The
parties covenant and agree to sign all documents, to take all actions
or
other necessary or useful measures in order to give full effect to
the
provisions of the present contract.
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SIGNATURES
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| 3841944 CANADA INC. | per: |
(SGD)
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Xxxxxx
X. Xxxxxxxxx
President
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NORTH AMERICAN SPRING
WATER
(N.A.S.W.) INC.
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per: |
(SGD)
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Xxxxxx
Xxxxxxx
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XXXXXX XXXXXXXXX
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by himself: |
(SGD)
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XXXXXX X. XXXXXXXXX
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by himself: |
(SGD)
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