Exhibit 2.1
AGREEMENT
THIS AGREEMENT made as of the 1st day of May, 1999,
BETWEEN:
XXXXXXXX XXXXXX
("Xxxxxx")
- and -
PRIVATE LABEL BRANDS CANADA INC., a corporation
incorporated under the laws of the Province of Ontario
("PL Brands")
RECITALS
--------
I. Pursuant to a Share Purchase Agreement dated the 1st day of January, 1998,
Xxxxxx sold to PL Brands all of the issued and outstanding shares (the
"Shares") in the capital of Gandalf Graphics Limited ("Gandalf") for
$400,000.00 and accepted a promissory note for that amount on account of
the purchase price (the "Note"). A copy of the Note is attached as Schedule
"A".
II. The Note provides that PL Brands shall pay to Xxxxxx on January 1, 2000 the
principal amount of the Note with interest calculated beginning January 1,
1998 at an annual rate of interest equal to the prime rate from time to
time of the Canadian Imperial Bank of Commerce plus 1%, compounded monthly.
III. Gandalf, on behalf of PL Brands, has paid to Xxxxxx all interest that has
accrued to date with respect to the Note.
IV. PL Brands acknowledges that it has not and shall not be able to re-pay the
principal amount of the Note and any accrued and unpaid interest to Xxxxxx
on January 1, 2000. As both PL Brands and Xxxxxx wish to resolve any
controversy that would result from the inability of PL Brands to pay,
Xxxxxx wishes to return the Note to PL Brands in exchange for the return of
the Shares.
NOW FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
are acknowledged, the parties agree as follows:
1. Recitals - The recitals are confirmed.
2. Definitions - "Closing" means the completion of the transaction
contemplated by this Agreement.
AGREEMENT Page 2
3. Headings -- The division of this Agreement into sections and the insertion
of headings are for the convenience of reference only and shall not affect
the construction or interpretation of this Agreement.
4. Effective Date -- Xxxxxx and PL Brands agree that the effective date of
this transaction is May 1, 1999.
5. Shares - PL Brands agrees to return the Shares to Xxxxxx and Xxxxxx agrees
to return the Note to PL Brands as of the date of this Agreement and on the
terms and conditions set out in this Agreement.
6. Closing -- On Closing:
a. PL Brands shall deliver to Xxxxxx a certificate or other evidence of
ownership of the Shares, duly endorsed for transfer; and
x. Xxxxxx shall deliver the Note to PL Brands for cancellation;
c. PL Brands shall deliver to Xxxxxx a release relating to the Shares;
and,
d. each party shall deliver to the other a release relating to the Note.
7. Representations and Warranties -- PL Brands represents and warrants to
Xxxxxx that:
a. PL Brands is the sole registered and beneficial owner of the Shares,
free and clear of all liens, charges, pledges, security interests,
demands, adverse claims, rights or other encumbrances whatsoever and
no person, firm or corporation now has or at Closing will have any
right, option, agreement or arrangement capable of becoming an
agreement for the acquisition of the Shares or any interest in the
Shares from PL Brands.
b. PL Brands has taken all necessary corporate action to effect the
return of the shares to Xxxxxx.
8. Governing Law -- This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and the laws of Canada
applicable therein. The parties agree to attorn to the Courts of the
Province of Ontario.
9. Further Assurances -- The parties shall with reasonable diligence do all
such things and provide all such reasonable assurances as may be required
to consummate the transactions contemplated in this Agreement, and each
party shall provide such further documents or instruments required by the
other party as may be reasonably necessary or desirable to effect the
purpose of this Agreement and carry out its provisions whether before, at
or after the Closing.
AGREEMENT Page 3
IN WITNESS WHEREOF, the parties to this Agreement have duly executed this
Agreement on this 27th day of June, 2000.
SIGNED, SEALED AND DELIVERED )
in the presence of: )
)
/s/ Xxx Xxxxx ) /s/ Xxxxxxxx Xxxxxx
____________________________ ) _____________________________
Witness ) XXXXXXXX XXXXXX
PRIVATE LABEL BRANDS CANADA INC.
/s/ Xxx Xxxxx
Per: _____________________________
NAME: Xxx Xxxxx
TITLE: Treasurer
/s/ Xxxxxxxx Xxxxxx c/s
Per: _____________________________
NAME: Xxxxxxxx Xxxxxx
TITLE: Director
We have the authority to bind the corporation.
