EXHIBIT 10.4
SHARE PURCHASE AGREEMENT
THIS AGREEMENT made effective as of the 5th day of October, 2000
AMONG:
XXXX XXXXXXX ("Xxxx") of 000 Xxxxxxxxx Xxxx, Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
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XXXXX SNEJDAR ("Xxxxx") of 16 - 0000 Xxxxxx Xxx, Xxxxxxxx,
Xxxxxxx Xxxxxxxx X0X 0X0
(together, the "Vendors")
AND:
SECOND STAGE VENTURES, INC., ("Second Stage") a corporation
incorporated under the laws of the State of Nevada and having an
office at P.O. Box 280, 92 Xxxx Xxxx, Windward Road, Providenciales,
Turks & Caicos Islands, B.W.I.
AND:
XXXXXXXXXX.XXX, INC., ("EasyTrivia") a corporation incorporated under
the laws of the State of Washington and having an office at Suite 400
- 107 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx 00000
WHEREAS:
A. The authorized share capital of EasyTrivia consists of 2,000 common shares of
which 200 common shares (the "EasyTrivia Shares") are issued and outstanding.
B. The Vendors are the registered and beneficial owners of the EasyTrivia Shares
as follows:
Xxxx Xxxxxxx 100 common shares
Xxxxx Snejdar 100 common shares
C. The Vendors have agreed to sell the EasyTrivia Shares to Second Stage and
Second Stage has agreed to purchase the EasyTrivia Shares from the Vendors on
the terms and conditions set forth in this Agreement.
NOW THEREFORE in consideration of the mutual covenants and agreements
hereinafter set forth, and in consideration of the sum of US$2 paid by each
party to each of the
other parties (the receipt and sufficiency of which consideration is hereby
acknowledged by all parties) the parties hereto agree as follows:
1. PURCHASE AND SALE OF SHARES
1.1 Subject to the terms and conditions of this Agreement, the Vendors each
agree to sell their EasyTrivia Shares to Second Stage and Second Stage agrees
with each of the Vendors to purchase their EasyTrivia Shares for the aggregate
sum of US$200 (the "Purchase Price").
1.2 The Purchase Price will be paid by Second Stage to the Vendors as follows:
Xxxx Xxxxxxx as to US$100
Xxxxx Snejdar as to US$100
2. FINANCING AGREEMENT
2.1 Second Stage will provide EasyTrivia with certain financing in order to
allow EasyTrivia to develop its online trivia game show business and the parties
to this Agreement will enter into a Financing Agreement in the form attached as
Schedule "A" to this Agreement.
3. CONSULTING AGREEMENTS
3.1 EasyTrivia and Xxxx will enter into a Consulting Agreement in the form
attached as Schedule "B" to this Agreement. 3.2 EasyTrivia and Xxxxx will enter
into a Consulting Agreement in the form attached as Schedule "C" to this
Agreement.
4. DIRECTOR OF EASYTRIVIA
4.1 Second Stage will ensure that Xxxx is elected as a director of Second
Stage.
5. REPRESENTATIONS AND WARRANTIES
5.1 In order to induce Second Stage to enter into this Agreement and complete
its transactions contemplated hereunder, the Vendors jointly and severally
represent and warrant to Second Stage as of the date of this Agreement that:
(a) EasyTrivia is a corporation duly incorporated under the laws of the
State of Washington, is not a reporting corporation, is validly
existing and is in good standing with respect to the corporate filings
required by the laws of the State of Washington;
(b) The Vendors own and have good and marketable title to the EasyTrivia
Shares as the legal and beneficial owners thereof, free of all liens,
claims, charges, options and encumbrances whatsoever;
(c) The EasyTrivia Shares have been duly and validly issued and are
outstanding as fully paid and non-assessable shares in the capital of
EasyTrivia;
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(d) The Vendors have due and sufficient right and authority to enter into
this Agreement on the terms and conditions herein set forth and to
transfer the legal and beneficial title and ownership of the
EasyTrivia Shares to Second Stage;
(e) The Vendors are not "non-residents" of Canada within the meaning of
Section 116 of the Income Tax Act (Canada);
(f) EasyTrivia has never had any business operations, has never prepared a
financial statement and has never been required by law to file a tax
return or report;
(g) The Contract of Services dated July 24, 2000 is the only material
contract or agreement of EasyTrivia;
(h) To the best of their knowledge, there are no actions, suits,
judgments, investigations or proceedings of any kind whatsoever
outstanding, pending or threatened against or affecting the Vendors or
either of them or EasyTrivia at law or in equity or before or by any
Federal, Provincial, State, Municipal or other governmental
department, commission, board, bureau or agency of any kind whatsoever
and there is no basis therefor; and
(i) The execution and delivery by the Vendors and EasyTrivia of this
Agreement or the performance by the Vendors and EasyTrivia of any term
of this Agreement will not violate, contravene or breach or cause
default under any laws or other agreement to or by which the Vendors
or EasyTrivia is a party, bound or subject.
5.2 Second Stage represents and warrants to the Vendors as of the date of this
Agreement that:
(a) Second Stage is a corporation duly incorporated under the laws of the
State of Nevada, is not a reporting corporation, is validly existing
and is in good standing with respect to the corporate filings required
by the laws of the State of Nevada;
(b) Second Stage has due and sufficient right and authority to enter into
this Agreement on the terms and conditions herein set forth; and
(c) The execution and delivery by Second Stage of this Agreement or the
performance by Second Stage of any term of this Agreement will not
violate, contravene or breach or cause default under any laws or other
agreement to or by which Second Stage is a party, bound or subject.
5.3 The representations and warranties of the parties contained in this
Agreement will survive the execution of this Agreement by the parties and will
continue in full force and effect for a period of one year following the
execution of this Agreement by the parties.
6. GENERAL
6.1 This Agreement will enure to the benefit of and be binding upon the parties
and their respective successors and assigns.
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6.2 The parties to this Agreement covenant to execute and deliver such further
and other documents, conveyances, agreements and transfers as may be necessary
to give effect to this Agreement.
6.3 Time shall be of the essence of this Agreement and of the transactions
contemplated by this Agreement.
6.4 No change or modification of this Agreement will be valid unless it is in
writing and signed by the parties to this Agreement.
6.5 This Agreement and any documents and agreements to be delivered pursuant to
this Agreement supersede all previous invitations, proposals, letters,
correspondence, negotiations, promises, agreements, covenants, conditions,
representations and warranties with respect to the subject matter of this
Agreement. There is no representation, warranty, collateral term or condition or
collateral agreement affecting this Agreement, other than as expressed in
writing in this Agreement.
6.6 It is intended that all of the provisions of this Agreement will be fully
binding and effective between the parties. If any particular provision or
provisions or a part of one or more is held to be invalid, illegal, void,
voidable or unenforceable for any reason whatsoever, then the particular
provision or provisions or part of the provision will be deemed severed from the
remainder of this Agreement. The remainder of this Agreement will not be
affected by the severance and will remain in full force and effect.
6.7 Each party confirms and agrees that Xxxxxxx & Xxxxxx is acting solely for
Second Stage in connection with the negotiation and preparation of this
Agreement. The Vendors and EasyTrivia confirm and agree that they have each been
duly advised (and fully and fairly informed with respect to such matters) to
obtain all necessary and independent legal and other applicable professional
advice and counsel prior to entering into this Agreement. The Vendors and
EasyTrivia have either obtained all such advice and counsel or have determined
to their own satisfaction, having been fully and fairly informed therein, not to
seek such advice and counsel.
6.8 This Agreement may be executed in any number of counterparts with the same
effect as if all parties had signed the same document. All of these counterparts
will for all purposes constitute one agreement, binding on the parties,
notwithstanding that all parties are not signatories to the same counterpart. A
fax transcribed copy or photocopy of this Agreement executed by a party in
counterpart or otherwise will constitute a properly executed, delivered and
binding agreement or counterpart of the executing party.
6.9 This Agreement will be governed by and construed in accordance with the
laws of British Columbia and the laws of Canada applicable in such Province.
6.10 All notices and other communications given in connection with this
Agreement shall be in writing and shall, except in the event of a mail strike,
during which time all notices may be personally delivered, be sufficiently given
if delivered in person or sent by registered mail, postage prepaid, to the
parties at the addresses set forth on page 1 hereof. Any such notices or other
communications sent by registered mail addressed as aforesaid shall be deemed to
be
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received by the addressee thereof on the fifth business day after the mailing
thereof. Any such notices personally delivered shall be deemed delivered on the
day of delivery. Any party hereto may change its address for service by notice
in writing to the other parties hereto.
IN WITNESS WHEREOF the parties have duly executed this Agreement to be effective
as of the date first written above.
SIGNED, SEALED & DELIVERED by )
XXXX XXXXXXX in the presence of: )
)
)
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Signature of Witness ) XXXX XXXXXXX
)
Name: --------------------------------)
)
Address: -----------------------------)
)
--------------------------------------)
)
Occupation: --------------------------)
SIGNED, SEALED & DELIVERED by )
XXXXX SNEJDAR in the presence of: )
)
)
)
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Signature of Witness ) XXXXX SNEJDAR
)
Name: --------------------------------)
)
Address: -----------------------------)
)
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)
Occupation: --------------------------)
SECOND STAGE VENTURES, INC.,
by its authorized signatory:
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Authorized Signatory
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XXXXXXXXXX.XXX, INC.,
by its authorized signatory:
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Authorized Signatory
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