SHARE PURCHASE AGREEMENT
------------------------
THIS AGREEMENT is made effective as of the 17th day of August, 2001.
AMONG:
THE UNDERSIGNED SHAREHOLDERS OF
HOUSE OF BRUSSELS HOLDINGS LTD.,
A BRITISH COLUMBIA COMPANY
--------------------------------
(hereinafter called the "Selling Shareholders")
OF THE FIRST PART
AND:
HOUSE OF BRUSSELS HOLDINGS LTD,
-------------------------------
a British Columbia company
(hereinafter called "House of Brussels")
OF THE SECOND PART
AND:
GREEN FUSION CORPORATION,
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a Nevada corporation
(hereinafter called "Green Fusion")
OF THE THIRD PART
WHEREAS:
A. The Selling Shareholders are the owners of all of the issued
and standing common shares of House of Brussels.
B. GFC Ventures Corp. ("GFC") and the Selling Shareholders
executed a letter of intent dated June 22, 2001 (the "Letter
of Intent") that contemplated the acquisition of all of the
issued and outstanding shares of House of Brussels by a
publicly traded company designated by GFC.
C. GFC has designated Green Fusion as the public company
contemplated by the Letter of Intent and Green Fusion has
agreed to acquire all of the issued and outstanding shares
of GFC.
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X. Xxxxx Fusion has offered to purchase all of the issued and
outstanding shares of the common stock of House of Brussels.
E. The Selling Shareholders have agreed to sell all of the
issued and outstanding shares of the common stock of House
of Brussels to Green Fusion on the terms and conditions set
forth herein.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the foregoing and of the sum of $10.00 paid by Green Fusion to
each of the Selling Shareholders and to House of Brussels, the
receipt of which is hereby acknowledged, the parties hereto agree
each with the other as follows:
ARTICLE I.
INTERPRETATION
1.01 Definitions. Where used herein or in any amendments or
Schedules hereto, the following terms shall have the following
meanings:
(a) "Agreement" means this agreement and any amendments and
schedules hereto;
(b) "Business" means the business in which House of
Brussels and its operating subsidiaries are engaged as disclosed
in the Financial Statements of House of Brussels attached to this
Agreement;
(c) "Closing" means the closing of the acquisition of House
of Brussels by Green Fusion;
(d) "Closing Date" means the date contemplated by Section
2.04 of this Agreement;
(e) "Green Fusion Shares" means those 13,000,000 fully paid
and non-assessable common shares of Green Fusion to be issued to
the Selling Shareholders by Green Fusion on Closing.
(f) "House of Brussels Shares" means the 14,500 common
shares of House of Brussels held by the Selling Shareholders,
being all of the issued and outstanding common shares of House of
Brussels;
(g) Financial Statements (i) "House of Brussels Financial
Statements" means the audited financial statements for the year
ended April 30, 2000, and (ii) "Brussels Chocolates Financial
Statements" means the unaudited financial statements of House of
Brussels' subsidiary, Brussels Chocolates Ltd., for the period
ended April 30, 2001, in the forms attached hereto as Disclosure
Schedule 3.07;
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(h) "Transaction" means the purchase of the House of
Brussels Shares by Green Fusion in accordance with the terms and
conditions of this Agreement.
1.02 Currency. All dollar amounts referred to in this agreement
are in United States funds, unless expressly stated otherwise.
1.03 Schedules. The following schedules are attached to and form
part of this Agreement:
Disclosure Schedule 3.04 - Operating Subsidiaries
Disclosure Schedule 3.06 - Guarantees
Disclosure Schedule 3.07 - Financial Statements
Disclosure Schedule 3.08 - Material Changes
Disclosure Schedule 3.10 - Encumbrances
Disclosure Schedule 3.12 - Intellectual Property
Disclosure Schedule 3.13 - Leases
Disclosure Schedule 3.15 - Material Contracts
Disclosure Schedule 5.13 - Green Fusion Material Liabilities
ARTICLE II.
PURCHASE AND SALE OF SHARES
2.01 Purchase and Sale of Shares. The Selling Shareholders
hereby covenant and agree to sell, assign and transfer to Green
Fusion, and Green Fusion covenants and agrees to purchase from
the Selling Shareholders all of House of Brussels Shares held by
the Selling Shareholders.
2.02 Consideration. As consideration for the sale of House of
Brussels Shares, Green Fusion shall allot and issue the Green
Fusion Shares to the Selling Shareholders on Closing. The Green
Fusion Shares shall be issued to the Selling Shareholders pro
rata in accordance to the number of the House of Brussels Shares
transferred by each Selling Shareholder to Green Fusion on
Closing. The Selling Shareholders acknowledge and agree that the
Green Fusion Shares are being issued pursuant to available
exemptions from the prospectus and registration requirements of
the United States Securities Act of 1933. The Selling
Shareholders agree to abide by all applicable resale restrictions
and hold periods imposed by all applicable securities
legislation. All shares certificates representing the Green
Fusion Shares will be endorsed with the following legend pursuant
to the United States Securities Act of 1933:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS
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FROM THE REGISTRATION REQUIREMENTS OF THE
ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR
RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE
REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT
OR ARE EXEMPT FROM SUCH REGISTRATION.
2.03 Funding. The Closing will be subject to Green Fusion or GFC
completing advances to House of Brussels as follows:
(a) the advances will total $1,000,000 of which $100,000
has been advanced to date;
(b) the balance of $900,000 will be advanced by Green
Fusion to House of Brussels on the following schedule:
a. $100,000 on or before August 24, 2001;
b. $300,000 on or before September 7, 2001; and
c. $500,000 on Closing.
(c) the interim advances of $100,000 on or before August
24, 2001 and $300,000 on or before September 7, 2001 will be
advanced as loans payable 60 days following demand bearing
interest at the rate of prime (being the prime rate of interest
charged by the Royal Bank of Canada to its best commercial
customers) plus 2% per annum (the "Interim Loans") and will be
evidenced by promissory notes executed by House of Brussels in
favour of Green Fusion or GFC, at the election of Green Fusion.
In the event that the acquisition of House of Brussels by Green
Fusion is not completed for any reason, the Interim Loans will
remain outstanding and repayable in full 60 days following demand
and will continue to be evidenced by the executed promissory
notes;
(d) in order to fund the advances and to raise corporate
working capital, Green Fusion will be complete an offering on a
private placement basis (the "Green Fusion Private Placement") of
up to 1,500,000 units at a price of not less than $1.00 per unit,
with each unit consisting of one share of Green Fusion common
stock and one share purchase warrant, where each share purchase
warrant will entitle the holder to purchase one additional share
of Green Fusion common stock for a period of one year at an
exercise price of not less than $1.00 per share;
(e) Green Fusion will use all reasonable efforts to
complete a sufficient amount of the Green Fusion Private
Placement to make the advances remaining outstanding and to repay
any funds borrowed to make the Interim Loans (the "Minimum
Placement Amount") by no later than October 22, 2001.
2.04 Closing Date. The closing of the purchase and sale of the
House of Brussels Shares (the "Closing") will take place, subject
to the terms and conditions of this Agreement, on the date that
is five business days following the date of notification by
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Green Fusion that Green Fusion has completed arrangements for the
financing of the Minimum Placement Amount (the "Closing Date").
ARTICLE III.
COVENANTS, REPRESENTATIONS AND WARRANTIES
OF THE SELLING SHAREHOLDERS AND HOUSE OF BRUSSELS
The Selling Shareholders and House of Brussels jointly and
severally covenant with and represent and warrant to Green Fusion
as follows, and acknowledge that Green Fusion is relying upon
such covenants, representations and warranties in connection with
the purchase by Green Fusion of House of Brussels Shares.
Provided that the liability of each of the Selling Shareholders
in respect of any breach of such covenants, representations and
warranties shall be several, and not joint and several,
proportionate to their respective interest in House of Brussels.
3.01 House of Brussels and each of its subsidiaries (together the
"House of Brussels Subsidiaries") has been duly incorporated and
organized, is validly existing and is in good standing under the
laws of the Province of British Columbia; has the corporate power
to own or lease its property and to carry on the Business; is
duly qualified as a corporation to do business and is in good
standing with respect thereto in each jurisdiction in which the
nature of the Business or the property owned or leased by it
makes such qualification necessary; and has or will have on the
Closing Date all necessary licenses, permits, authorizations and
consents to operate its Business.
3.02 The issued and outstanding capital of House of Brussels
consists of 14,500 common shares, each of which shares has been
duly issued and is outstanding as fully paid and non-assessable.
3.03 No person, firm or corporation has any agreement or option,
including convertible securities, warrants or convertible
obligations of any nature, or any right or privilege (whether by
law, pre-emptive or contractual) capable of becoming an agreement
or option for the purchase, subscription, allotment or issuance
of any of the unissued shares in the capital of House of Brussels
or of any securities of House of Brussels.
3.04 Other than as disclosed in Disclosure Schedule 3.04, House
of Brussels does not have any subsidiaries or agreements of any
nature to acquire any subsidiary or to acquire or lease any other
business operations and will not prior to the Closing Date
acquire, or agree to acquire, any subsidiary or business without
the prior written consent of Green Fusion.
3.05 House of Brussels will not, without the prior written
consent of Green Fusion, issue any additional shares from and
after the date hereof to the Closing Date or create any options,
warrants or rights for any person to subscribe for or acquire any
unissued shares in the capital of House of Brussels.
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3.06 Except as disclosed in Disclosure Schedule 3.06, House of
Brussels and each of the House of Brussels Subsidiaries is not a
party to or bound by any agreement or guarantee, warranty,
indemnification, assumption or endorsement or any other like
commitment of the obligations, liabilities (contingent or
otherwise) or indebtedness of any other person, firm or
corporation, or of any products related to the Business.
3.07 Attached hereto as Disclosure Schedule 3.07 are true and
correct copies of House of Brussels Financial Statements and the
Brussels Chocolates Financial Statements. The House of Brussels
Financial Statements are based on the books and records of House
of Brussels and present fairly and accurately the assets,
liabilities and financial position of House of Brussels as of,
and the results of its operations for, the respective period
specified. The House of Brussels Financial Statements have been
prepared in accordance with generally accepted accounting
principles. There have been no material changes since the date
of the House of Brussels Financial Statements, except as
reflected in the Brussels Chocolates Financial Statements, other
than the issuance of 8,558 shares of House of Brussels to Xxxx
Siemens in consideration of $1,497,650 Cdn.
3.08 Since June 30, 2001 and except as disclosed in Disclosure
Schedule 3.08, there has been no:
(a) change in the assets, liabilities or financial
condition of House of Brussels or any of the House of Brussels
Subsidiaries which has a material adverse effect on House of
Brussels's assets or business;
(b) material loss, damage or destruction of or to any of
the assets of House of Brussels or any of the House of Brussels
Subsidiaries, whether or not covered by insurance;
(c) sale, lease, transfer or other disposition by House of
Brussels of, or mortgages or pledges of or the imposition of any
lien, charge or encumbrance on, any material portion of the
assets of House of Brussels or any of the House of Brussels
Subsidiaries, other than those made in the ordinary course of
business;
(d) substantial increase in the compensation payable by
House of Brussels or any of the House of Brussels Subsidiaries to
any of its employees, directors, independent contractors or
agents, or increase in, or institution of, any bonus, insurance,
pension, profit-sharing or other employee benefit plan or
arrangements made to, for or with the employees, directors,
independent contractors or agents of House of Brussels or any of
the House of Brussels Subsidiaries;
(e) payment by House of Brussels of any dividend or other
distribution to its stockholders;
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(f) material change in the accounting methods or practices
employed by House of Brussels or change in adopted depreciation
or amortization policies; or
(g) strike, work stoppage or other labor dispute by or with
employees of House of Brussels or any of the House of Brussels
Subsidiaries which materially adversely affects House of
Brussels's operations.
3.09 There are no lawsuits, proceedings, actions, arbitrations,
governmental investigations, claims, inquiries or proceedings
pending or, to the knowledge of House of Brussels and the Selling
Shareholders, threatened against or involving House of Brussels
or any of the House of Brussels Subsidiaries. House of Brussels
and the Selling Shareholders do not know of any basis for any
lawsuits, proceedings, actions, arbitrations, governmental
investigations, claims, inquiries or proceedings involving House
of Brussels or any of the House of Brussels Subsidiaries.
3.10 Except as disclosed in Disclosure Schedule 3.10, House of
Brussels and each of the House of Brussels Subsidiaries is the
sole legal and beneficial owner of the personal property used in
operating its business, including all personal property reflected
in House of Brussels Financial Statements and all such personal
property is owned by House of Brussels free and clear of all
liens, security interests, charges and encumbrances. All
equipment owned or leased by House of Brussels and each of the
House of Brussels Subsidiaries performs the respective functions
it is supposed to perform and is in good working order, ordinary
wear and tear excepted.
3.11 The Business has been carried on in the ordinary and normal
course by House of Brussels and each of the House of Brussels
Subsidiaries since the dates of the their respective
incorporation and will be carried on in the ordinary and normal
course after the date hereof and up to the Closing Date.
3.12 Intellectual Property
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(1) Intellectual Property Assets. The Intellectual
Property Assets are all those necessary for the operation of the
business of House of Brussels as it is currently conducted.
References to House of Brussels includes reference to both House
of Brussels and each of the House of Brussels Subsidiaries. The
term "Intellectual Property Assets" includes:
(i) the names "House of Brussels" and "Brussels
Chocolates", all functional business names,
trading names, registered and unregistered
trademarks, service marks, and applications
(collectively, "Marks");
(ii) all patents, patent applications, and
inventions and discoveries that may be
patentable (collectively, "Patents");
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(iii) all copyrights in both published works and
unpublished works (collectively,
"Copyrights");
(iv) all know-how, trade secrets, confidential
information, customer lists, software,
technical information, data, process
technology, plans, drawings, and blue prints
owned, used, or licensed by House of Brussels
as licensee or licensor (collectively, "Trade
Secrets").
(2) Agreements. Disclosure Schedule 3.12 contains a
complete and accurate list and summary description, including any
royalties paid or received by House of Brussels, of all contracts
and agreements relating to the Intellectual Property Assets to
which House of Brussels is a party or by which House of Brussels
is bound, except for any license implied by the sale of a product
and perpetual, paid-up licenses for commonly available software
programs with a value of less than $500 under which House of
Brussels is the licensee. There are no outstanding or threatened
disputes or disagreements with respect to any such agreements.
(3) Intellectual Property and Know-How Necessary for
the Business. Except as set forth in Disclosure Schedule 3.12,
House of Brussels is the owner of all right, title, and interest
in and to each of the Intellectual Property Assets, free and
clear of all liens, security interests, charges, encumbrances,
and other adverse claims, and has the right to use without
payment to a third party all of the Intellectual Property Assets.
Except as set forth in Disclosure Schedule 3.12, all former and
current employees and contractors of House of Brussels have
executed written contracts, agreements or other undertakings with
House of Brussels that assign all rights to any inventions,
improvements, discoveries, or information relating to the
business of House of Brussels. No employee, director, officer or
shareholder of House of Brussels owns directly or indirectly in
whole or in part, any Intellectual Property Asset which House of
Brussels is presently using or which is necessary for the conduct
of its business. No employee or contractor of House of Brussels
has entered into any contract or agreement that restricts or
limits in any way the scope or type of work in which the employee
may be engaged or requires the employee to transfer, assign, or
disclose information concerning his work to anyone other than
House of Brussels.
(4) Patents. Disclosure Schedule 3.12 contains a
complete and accurate list and Summary description of all
Patents. Except as set forth in Disclosure Schedule 3.12, House
of Brussels is the owner of all right, title, and interest in and
to each of the Patents, free and clear of all liens, security
interests, charges, encumbrances, and other adverse claims. All
of the issued Patents are currently in compliance with formal
legal requirements (including payment of filing, examination, and
maintenance fees and proofs of working or use), are valid and
enforceable, and are not subject to any maintenance fees or taxes
or actions falling, due within ninety days after the Effective
Time. No Patent has been or is now involved in any interference,
reissue, reexamination, or opposition proceeding. There is no
potentially interfering patent or
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patent application of any third
party. No Patent is infringed or has been challenged or
threatened in any way. None of the products manufactured and
sold, nor any process or know-how used, by House of Brussels, to
the best of our knowledge, infringe or is alleged to infringe any
patent or other proprietary night of any other person or entity.
All products made, used, or sold under the Patents have been
marked with the proper patent notice.
(5) Trademarks. Disclosure Schedule 3.12 contains a
complete and accurate list and summary description of all Marks
and the jurisdiction where the Xxxx is registered, if applicable.
House of Brussels is the owner of all right, title, and interest
in and to each of the Marks, free and clear of all liens,
security interests, charges, encumbrances, and other adverse
claims. All Marks that have been registered with the United
States Patent and Trademark Office or any other country's
trademark registration office are currently in compliance with
all formal legal requirements (including the timely post-
registration filing of affidavits of use and incontestability and
renewal applications), are valid and enforceable, and are not
subject to any maintenance fees or taxes or actions falling due
within ninety days after the Effective Time. No Xxxx has been or
is now involved in any opposition, invalidation, or cancellation
and no such action is threatened with the respect to any of the
Marks. There is no potentially interfering trademark or
trademark application of any third party. No Xxxx is, to the
best of our knowledge, infringed or has been challenged or
threatened in any way. None of the Marks used by House of
Brussels infringes or is alleged to infringe any trade name,
trademark, or service xxxx of any third party. All products and
materials containing a Xxxx xxxx the proper federal or other
registration notice where permitted by law.
(6) Copyrights. Disclosure Schedule 3.12 contains a
complete and accurate list and summary description of all
Copyrights. House of Brussels is the owner of all right, title,
and interest in and to each of the Copyrights, free and clear of
all liens, security interests, charges, encumbrances, and other
adverse claims. All the Copyrights have been registered and are
currently in compliance with formal legal requirements, are valid
and enforceable, and are not subject to any maintenance fees or
taxes or actions falling due within ninety days after the
Effective Time. No Copyright is infringed or has been challenged
or threatened in any way. None of the subject matter of any of
the Copyrights, to the best of our knowledge, infringes or is
alleged to infringe in any copyright of any third party or is a
derivative work based on the work of a third party. All works
encompassed by the Copyrights have been marked with the proper
copyright notice.
(7) Trade Secrets. House of Brussels has taken all
reasonable precautions to protect the secrecy, confidentiality,
and value of its Trade Secrets. House of Brussels has good title
and an absolute (but not necessarily exclusive) right to use the
Trade Secrets. The Trade Secrets are not part of the public
knowledge or literature, and have not been used, divulged, or
appropriated either for the benefit of any person or entity or to
the detriment of House of Brussels. No Trade Secret is subject
to any adverse claim or has been challenged or threatened in any
way.
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3.13 House of Brussels and each of the House of Brussels
Subsidiaries do not own any real property. Disclosure Schedule 3.13
lists all leases, subleases or other real property interests
(collectively, "Leases") to which House of Brussels and each of
the House of Brussels Subsidiaries is a party or bound. Each of
the Leases are legal, valid, binding, enforceable in accordance
with its terms and is in full force and effect in all material
respects. All rental and other payments required to be paid by
House of Brussels and each of the House of Brussels Subsidiaries
pursuant to any such Leases have been duly paid and no event has
occurred which, upon the passing of time, the giving of notice,
or both, would constitute a breach or default by any party under
any of the Leases. The Leases will continue to be legal, valid,
binding, enforceable and in full force and effect on identical
terms following the Closing Date. House of Brussels and each of
the House of Brussels Subsidiaries has not assigned, transferred,
conveyed, mortgaged, deeded in trust, or encumbered any interest
in the Leases or the leasehold property pursuant thereto.
3.14 House of Brussels and each of the House of Brussels
Subsidiaries has its property insured against loss or damage by
all insurable hazards or risks on a replacement cost basis and
such insurance coverage will be continued in full force and
effect to and including the Closing Date; to the best of the
knowledge of House of Brussels and the Selling Shareholders,
House of Brussels and each of the House of Brussels Subsidiaries
is not in default with respect to any of the provisions contained
in any such insurance policy and has not failed to give any
notice or present any claim under any such insurance policy in
due and timely fashion.
3.15 Disclosure Schedule 3.15 contains a list of all material
contracts, agreements, licenses, permits, arrangements,
commitments, instruments, understandings or contracts, whether
written or oral, express or implied, contingent, fixed or
otherwise, to which House of Brussels and each of the House of
Brussels Subsidiaries is a party (collectively, the "Contracts").
(a) Except as listed on Disclosure Schedule 3.15 and with
this exception of the agreement between House of Brussels and
Green Fusion, House of Brussels and each of the House of Brussels
Subsidiaries is not a party to any written or oral:
(1) agreement for the purchase, sale or lease of any
capital assets, or continuing contracts for the purchase or lease
of any materials, supplies, equipment, real property or services;
(2) agreement regarding, sales agency,
distributorship, or the payment of commissions;
(3) agreement for the employment or consultancy of any
person or entity;
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(4) note, debenture, bond, trust agreement, letter of
credit agreement loan agreement, or other contract or commitment
for the borrowing or lending of money, or agreement or
arrangement for a line of credit or guarantee, pledge, or
undertaking of the indebtedness of any other person;
(5) agreement, contract, or commitment for any
charitable or political contribution;
(6) agreement, contract, or commitment limiting or
restraining House of Brussels, their business or any successor
thereto from engaging or competing in any manner or in any
business or from hiring any employees, nor is any employee of
House of Brussels subject to any such agreement, contract, or
commitment;
(7) material agreement, contract, or commitment not
made in the ordinary course of business;
(8) agreement establishing or providing for any joint
venture, partnership, or similar arrangement with any other
person or entity;
(9) agreement, contract or understanding containing a
"change in control," or similar provision; or
(10) power of attorney or similar authority to act.
(b) Each Contract is in full force and effect, and there
exists no material breach or violation of or default by House of
Brussels or any of the House of Brussels Subsidiaries under any
Contract to which it is a party nor by any other party to a
Contract, or any event that with notice or the lapse of time, or
both, will create a material breach or violation thereof or
default under any Contract by House of Brussels or any of the
House of Brussels Subsidiaries or by any other party to a
Contract. The continuation, validity, and effectiveness of each
Contract will in no way be affected by the consummation of the
transactions contemplated by this Agreement. Except as listed on
Disclosure Schedule 3.15, there exists no actual or threatened
termination, cancellation, or limitation of, or any amendment,
modification, or change to any Contract. A true, correct and
complete copy (and if oral, a description of material terms) of
each Contract, as amended to date, has been furnished to Green
Fusion.
3.16 To the best of the knowledge of House of Brussels and the
Selling Shareholders, House of Brussels and each of the House of
Brussels Subsidiaries is conducting and will conduct the Business
in compliance with all applicable laws, rules and regulations of
each jurisdiction in which the Business is or will be carried on,
House of Brussels and each of the House of Brussels Subsidiaries
is not in material breach of any such laws, rules or regulations
and is or will be on the Closing Date fully licensed, registered
or qualified in each jurisdiction in which House of Brussels and
each of the House of Brussels Subsidiaries owns or leases
property or carries on or proposes to carry on the
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Business to enable the Business to be carried on as now conducted
and its property and assets to be owned, leased and operated, and all
such licenses, registrations and qualifications are or will be on
the Closing Date valid and subsisting and in good standing and
that none of the same contains or will contain any provision,
condition or limitation which has or may have a materially
adverse effect on the operation of the Business.
3.17 House of Brussels and each of the House of Brussels
Subsidiaries has no loans or indebtedness which have been made to
directors, former directors, officers, shareholders and employees
of House of Brussels or any of the House of Brussels Subsidiaries
or to any person or corporation not dealing at arm's length with
any of the foregoing.
3.18 House of Brussels has made full disclosure to Green Fusion
of all aspects of the Business and has made all of its books and
records available to the representatives of Green Fusion in order
to assist Green Fusion in the performance of its due diligence
searches and no material facts in relation to the Business, to
the best knowledge of House of Brussels and the Selling
Shareholders, have been concealed by House of Brussels or the
Selling Shareholders.
3.19 No claim shall be made by Green Fusion against House of
Brussels or the Selling Shareholders as a result of any
misrepresentation or as a result of the breach of any covenant or
warranty herein contained unless the aggregate loss or damage to
Green Fusion exceeds $5,000.
3.20 The entering into of this agreement and the consummation of
the transactions contemplated hereby will not result in the
violation of any of the terms and provisions of the Articles of
Incorporation or bylaws of House of Brussels or of any indenture,
instrument or agreement, written or oral, to which House of
Brussels or the Selling Shareholders may be a party;
3.21 The entering into of this agreement and the consummation of
the transactions contemplated hereby will not, to the best of the
knowledge of House of Brussels and the Selling Shareholder,
result in the violation of any applicable law or regulation, or
of any provinces in which they are resident or in which the
Business is or at the Closing Date will be carried on or of any
city bylaw or ordinance to which House of Brussels or the
Business may be subject;
3.22 This agreement has been duly authorized, validly executed
and delivered by House of Brussels.
3.23 To the best knowledge of House of Brussels and the Selling
Shareholders, there is no fact material to the assets,
businesses, liabilities or prospects of House of Brussels as a
whole which has not been set forth or described in this Agreement
or in the Exhibits hereto and which is material to the conduct,
prospects, operations or financial
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condition of House of
Brussels. None of the information included in this Agreement and
Exhibits hereto, or other documents furnished or to be furnished
by House of Brussels contains any untrue statement of a material
fact or is misleading in any material respect or omits to state
any material fact necessary in order to make any of the
statements herein or therein not misleading in light of the
circumstances in which they were made. Copies of all documents
referred to in any Exhibit hereto have been delivered or made
available to Green Fusion and constitute true, correct and
complete copies thereof and include all amendments, exhibits,
schedules, appendices, supplements or modifications thereto or
waivers thereunder.
ARTICLE IV.
ADDITIONAL COVENANTS, REPRESENTATIONS AND WARRANTIES
OF EACH SELLING SHAREHOLDER
Each Selling Shareholder covenants with and represents and
warrants to Green Fusion as follows, and acknowledges that Green
Fusion is relying upon such covenants, representations and
warranties in connection with the purchase by Green Fusion of the
House of Brussels Shares:
4.01 The House of Brussels Shares owned by each Selling
Shareholder are owned by them as the recorded owners with a good
and marketable title thereto, free and clear of all mortgages,
liens, charges, security interests, adverse claims, pledges,
encumbrances and demands whatsoever and the Selling Shareholder
has all necessary power and authority to deal with House of
Brussels shares in accordance with this Agreement.
4.02 No person, firm or corporation 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 from the Selling Shareholder any of House of Brussels
Shares held by the Selling Shareholder.
4.03 This agreement has been duly authorized, validly executed
and delivered by each Selling Shareholder.
ARTICLE V.
COVENANTS, REPRESENTATIONS AND WARRANTIES
OF GREEN FUSION
Green Fusion covenants with and represents and warrants to the
Selling Shareholders and House of Brussels as follows and
acknowledges that House of Brussels and the Selling Shareholders
are relying upon such covenants, representations and warranties
in entering into this agreement:
14
5.01 Green Fusion has been duly incorporated and organized and is
validly subsisting under the laws of the State of Nevada; it has
the corporate power to own or lease its properties and to carry
on its business as now being conducted by it; and it is duly
qualified as a corporation to do business and is in good standing
with respect thereto in each jurisdiction in which the nature of
its business or the property owned or leased by it makes such
qualification necessary.
5.02 The authorized capital of Green Fusion consists of
100,000,000 shares of Common Stock, par value of $0.001 per
share. The issued and outstanding capital of Green Fusion will
not exceed 4,065,000 shares of common stock upon the completion
of the acquisition of GFC by Green Fusion and following closing
of the acquisition of House of Brussels, the total shares
outstanding shall not exceed 17,065,000 (not including any shares
to be issued pursuant to the Green Fusion Private Placement or on
exercise of any warrants issued pursuant to the Green Fusion
Private Placement). All issued shares of Green Fusion shall be
duly issued and outstanding as fully paid and non-assessable.
5.03 No person, firm or corporation has any agreement or option,
including convertible securities, warrants or convertible
obligations of any nature, or any right or privilege (whether by
law, pre-emptive or contractual) capable of becoming an agreement
or option for the purchase, subscription, allotment or issuance
of any of the unissued shares in the capital of Green Fusion or
of any securities of Green Fusion.
5.04 The directors and officers of Green Fusion are as follows:
Name Position
Xxxx Xxxxxxx President, Secretary, Treasurer and Director
5.05 Green Fusion is not a party to or bound by any agreement or
guarantee, warranty, indemnification, assumption or endorsement
or any other like commitment of the obligations, liabilities
(contingent or otherwise) or indebtedness or any other person,
firm or corporation.
5.06 There are no actions, suits or proceedings (whether or not
purportedly on behalf of Green Fusion), pending or threatened
against or affecting Green Fusion or affecting Green Fusion's
business, at law or in equity, or before or by any federal,
state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign and
Green Fusion is not aware of any existing ground on which any
such action, suit or proceeding might be commenced with any
reasonable likelihood of success.
5.07 Green Fusion does not currently have any employees and is
not party to any collective agreements with any labour unions or
other association of employees.
15
5.08 With the exception of GFC, Green Fusion does not have any
subsidiaries or agreements of any nature to acquire any
subsidiary or to acquire or lease any other business operations
and will not prior to the Closing Date acquire, or agree to
acquire, any subsidiary or business without the prior written
consent of House of Brussels.
5.09 The business of Green Fusion now and until the Closing Date
will be carried on in the ordinary and normal course after the
date hereof and upon to the Closing Date and no material
transactions shall be entered into until the Closing Date without
the prior written consent of the Selling Shareholders.
5.10 No capital expenditures in excess of $5,000 have been made
or authorized by Green Fusion since the date of incorporation and
no capital expenditures in excess of $5,000 will be made or
authorized by Green Fusion after the date hereof and up to the
Closing Date without the prior written consent of the Selling
Shareholders.
5.11 Green Fusion is not indebted to any of its directors or
officers nor are any of Green Fusion's directors or officers
indebted to Green Fusion.
5.12 The Articles of Incorporation and by-laws of Green Fusion in
effect with the appropriate corporate authorities as at the date
of this agreement will not have been materially changed as at the
Closing Date.
5.13 Except as listed in Disclosure Schedule 5.13, there are no
material liabilities of Green Fusion of any kind whatsoever,
whether or not accrued and whether or not determined or
determinable, in respect of which Green Fusion or House of
Brussels may become liable on or after the consummation of the
transaction contemplated by this agreement. Green Fusion is not
party to any leases and does not own any real property.
5.14 The entering into of this agreement and the consummation of
the transactions contemplated hereby will not result in the
violation of any of the terms and provisions of the Articles of
Incorporation or bylaws of Green Fusion or of any indenture,
instrument or agreement, written or oral, to which Green Fusion
may be a party.
5.15 The entering into of this agreement and the consummation of
the transactions contemplated hereby will not, to the best of the
knowledge of Green Fusion, result in the violation of any law or
regulation of the United States or any state or of any city bylaw
or ordinance to which Green Fusion or Green Fusion's business may
be subject.
5.16 This agreement has been duly authorized, validly executed
and delivered by Green Fusion.
16
5.17 Green Fusion has no contracts with any officers, directors,
accountants, lawyers or others which cannot be terminated without
penalty or compensation and with not more than one month's
notice.
5.18 No claims shall be made by House of Brussels or the Selling
Shareholders against Green Fusion as a result of any
misrepresentation or as a result of the breach of any covenant or
warranty herein contained unless the aggregate loss or damage to
House of Brussels or the Selling Shareholders exceeds $5,000.
5.19 The common stock of Green Fusion is traded only on the NASD
OTC Bulletin Board. Green Fusion is in good standing with
respect to all requirements necessary to maintain its quotation
on the NASD OTC Bulletin Board. Green Fusion has provided to the
Selling Shareholders and House of Brussels true and complete
copies, as filed with the Securities Exchange Commission (the
"SEC"), of Green Fusion's Form 10-KSB Annual Report for the year
ended December 31, 2000 and its Form 10-QSB Quarterly Reports for
the fiscal quarters ending March 31, 2001 and June 30, 2001 (the
"Green Fusion Public Reports"). Each of the Green Fusion Public
Reports, at the time it was filed with the appropriate
authorities or otherwise issued or distributed, was prepared,
filed and distributed timely and in accordance in all material
respects with the applicable rules and regulations of such
authorities and applicable requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and did
not, at the time they were so filed or mailed, contain any untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which
they were made, not misleading. As of their respective dates, the
financial statements of Green Fusion contained in the Green
Fusion Public Reports (the "Green Fusion Financial Statements")
were prepared in accordance with, and complied as to form in all
material respects with, applicable accounting requirements and
with the published rules and regulations of the applicable
authorities with respect thereto, were prepared in accordance
with generally accepted accounting principles applied on a
consistent basis during the periods indicated except to the
extent required by changes in generally accepted accounting
principles and as may be indicated in the notes thereto and
fairly presented the consolidated balance sheet and the
consolidated assets, liabilities and financial position of Green
Fusion as at the dates thereof and the consolidated results of
operations and cash flows of Green Fusion for the periods then
ended. There are no filings and reports required to be made by
Green Fusion under the Exchange Act which have not been made.
5.20 To the best knowledge of Green Fusion, there is no fact
material to the assets, businesses, liabilities or prospects of
Green Fusion as a whole which has not been set forth or described
in this Agreement, in the Exhibits hereto or the Green Fusion
Public Reports and which is material to the conduct, prospects,
operations or financial condition of Green Fusion. None of the
information included in this Agreement and Exhibits hereto, or
other documents furnished or to be furnished by Green Fusion
contains any untrue statement of a material fact or is misleading
in any material respect or omits to state any material fact
necessary in order to make any of the statements
17
herein or therein not misleading in light of the circumstances in
which they were made. Copies of all documents referred to in any
Exhibit hereto have been delivered or made available to House of
Brussels and constitute true, correct and complete copies thereof
and include all amendments, exhibits, schedules, appendices,
supplements or modifications thereto or waivers thereunder.
ARTICLE VI.
COVENANTS OF PARTIES PENDING CLOSING
6.01 Preservation of Business and Assets of House of Brussels.
From the date hereof until the Closing, House of Brussels will
use its best efforts and will do or cause to be done all such
acts and things as may be necessary to preserve, protect and
maintain intact the operation of its business and assets as a
going concern consistent with prior practice and not other than
in the ordinary course of business, including preserving,
protecting and maintaining the goodwill of its suppliers,
employees, clientele, and others having business relations with
House of Brussels.
6.02 Material Transactions. Except as contemplated by this
Agreement, prior to the Closing Date, neither party will, without
first obtaining the written consent of the other:
(a) dispose of or encumber any asset or enter into any
transaction or make any contract commitment relating to the
properties, assets and business of such entity, other than in the
ordinary course of business or as otherwise disclosed herein;
(b) except as contemplated in this Agreement, issue or
sell, or agree to issue or sell, any shares of capital stock or
other securities of such entity;
(c) amend its articles of incorporation, charter or bylaws,
or applicable organizational documents; or
(d) engage in any extraordinary transaction.
6.03 Legal Conditions to Transactions. Each party hereto will
take all reasonable actions necessary to comply promptly with all
legal requirements which may be imposed on it with respect to the
Transactions and will promptly cooperate with and furnish
information to each other party in connection with any such
requirements imposed upon either party in connection with the
Transactions.
6.04 Preserve Accuracy of Representations and Warranties. Each
party hereto will refrain from taking any action which would
render any of its representations and warranties contained in
this Agreement untrue, inaccurate or misleading as of Closing and
the Closing Date. Through Closing, each party will promptly
notify the other parties of any lawsuit, claim, audit, investigation,
administrative action or other proceeding asserted or commenced
against such party that may involve or relate in any way to
18
another party to this Agreement. Each party hereto will
promptly notify the other parties of any facts or circumstances
that come to its attention and that cause, or through the passage
of time may cause, any of a party's representations, warranties
or covenants to be untrue or misleading at any time from the date
hereof through Closing.
6.05 Notice of Subsequent Events. Each party hereto shall notify
the other parties of any changes, additions or events of which it
has knowledge which would cause any material change in or
material addition to this Agreement (including but not limited to
the Exhibits attached hereto and thereto) promptly after
occurrence of the same. If the effect of such change or addition
would, individually or in the aggregate with the effect of
changes or additions previously disclosed pursuant to this
Section, constitute a material adverse effect on the notifying
party, any non-notifying party may, within ten (10) days after
receipt of such notice, elect to terminate this Agreement. If no
non-notifying party gives written notice of such termination with
such 10-day period, the non-notifying parties shall be deemed to
have consented to such change or addition and shall not be
entitled to terminate this Agreement by reason thereof.
6.06 Maintain Books and Accounting Practices. From the date
hereof until the Closing, each party will maintain its books of
account in the usual, regular and ordinary manner on a basis
consistent with prior years and will make no change in its
accounting methods or practices.
6.07 Compliance with Laws and Regulatory Consents. From the date
hereof until the Closing, (a) each party will comply with all
applicable statutes, laws, ordinances and regulations, (b) each
party will keep, hold and maintain all Licenses, (c) each party
will use its reasonable efforts and will cooperate fully with the
other parties hereto to obtain all consents, stockholder and
other approvals, exemptions and authorizations of third parties,
whether governmental or private, necessary to consummate the
Transactions, and (d) each party will make and cause to be made
all filings and give and cause to be given all notices which may
be necessary or desirable on their part under all applicable laws
and under their respective contracts, agreements and commitments
in order to consummate the Transactions.
ARTICLE VII.
CONDITIONS TO CLOSING
7.01 Conditions to Each Party's Obligation to Effect the
Transaction. The obligation of each party hereto to effect the
Transactions shall be subject to the fulfillment at or prior to
the Closing of the following conditions:
(a) No action or proceeding before a court or other
governmental body by any governmental agency or public authority
shall have been instituted or threatened to restrain or prohibit
the transactions contemplated under this Agreement or to obtain
an amount of damages or other material relief in connection with
the execution of this
19
Agreement; and no governmental agency shall have given notice
to any party hereto to the effect that
consummation of the transactions contemplated under this
Agreement would constitute a violation of any law or that it
intends to commence proceedings to restrain consummation of the
Transactions.
(b) All consents, authorizations, orders and approvals of
(or filings or registrations with) any governmental commission,
board or other regulatory body or any other third party
(including lenders and lessors) required in connection with the
execution, delivery and performance of this Agreement shall have
been obtained or made.
7.02 Further Conditions to Obligation of Green Fusion to Effect
the Transactions. The obligation of Green Fusion to effect the
Transactions shall also be subject to the fulfillment at or prior
to the Closing of the following conditions:
(a) House of Brussels and the Selling Shareholders shall
have performed their obligations contained in this Agreement
required to be performed on or prior to the Closing, including
delivery of the closing items set forth in Sections 8.02, and the
representations and warranties of House of Brussels and the
Selling Shareholders contained in this Agreement and in any
document delivered in connection herewith shall be true and
correct as of the Closing.
(b) Green Fusion and its representatives shall have had
reasonable access of inspection of the business of House of
Brussels in connection with Green Fusion's due diligence review,
and the results of Green Fusion's inspection and due diligence
review shall be acceptable to it. Further, should any such due
diligence reveal a matter reasonably related to any
representation, warranty or covenant herein or any exhibit
hereto, Green Fusion may require appropriate amendment(s) to
address such matter.
7.03 Further Conditions to Obligation of the Selling Shareholders
and House of Brussels to Effect the Transactions. The
obligations of House of Brussels and the Selling Shareholders to
effect the Transactions shall also be subject to the fulfillment
at or prior to the Closing of the following conditions:
(a) Green Fusion shall have performed its obligations
contained in this Agreement, required to be performed on or prior
to the Closing, including delivery of the closing items set forth
in Sections 8.03, and the representations and warranties of Green
Fusion contained in this Agreement and in any document delivered
in connection herewith shall be true and correct as of the
Closing.
(b) House of Brussels and its representatives shall have
had reasonable access of inspection of the books and records of
Green Fusion in connection with House of Brussels' due diligence
review, and the results of House of Brussels's inspection and due
diligence review shall be acceptable to it. Further, should any
such due diligence reveal a matter reasonably related to any
representation, warranty or
20
covenant herein or any exhibit hereto, House of Brussels may require
appropriate amendment(s) to address such matter.
(c) Green Fusion will have completed financing of the
Minimum Placement Amount by October 22, 2001, provided such
private placement may complete contemporaneously with the
Closing.
ARTICLE VIII.
CLOSING
8.01 Closing. The Closing will occur on the Closing Date at the
offices of Green Fusion or its attorneys or at such other
location as agreed to by the parties.
8.02 Closing Deliveries of House of Brussels and the Selling
Shareholders. At Closing, House of Brussels and the Selling
Shareholders will deliver or cause to be delivered the following,
fully executed and in form and substance reasonably satisfactory
to Green Fusion:
(a) copies of all resolutions and/or consent actions
adopted by or on behalf of the boards of directors of House of
Brussels evidencing approval of this Agreement and the
Transaction.
(b) a certificate of an officer of House of Brussels, dated
as of Closing, certifying that (a) each covenant and obligation
of House of Brussels has been complied with, and (b) each
representation, warranty and covenant of House of Brussels is
true and correct at the Closing as if made on and as of the
Closing;
(c) certificates representing all House of Brussels Shares
duly endorsed in blank for transfer or with a stock power of
attorney (in either case with the signature guaranteed by the
appropriate official) with all eligible security transfer taxes
paid;
(d) the minute books of House of Brussels and all books and
records of House of Brussels.
8.03 Closing Deliveries of Green Fusion. At Closing, Green
Fusion will deliver or cause to be delivered the following, fully
executed and in form and substance reasonably satisfactory to
House of Brussels:
(a) copies of all resolutions and/or consent actions
adopted by or on behalf of the boards of directors of Green
Fusion evidencing approval of this Agreement and the Transaction.
(b) a certificate of an officer of Green Fusion, dated as
of Closing, certifying that (a) each covenant and obligation of
Green Fusion has been complied with, and (b)
21
each representation, warranty and covenant of Green Fusion is true
and correct at the Closing as if made on and as of the Closing;
(c) share certificates representing Green Fusion Shares
duly endorsed with legends, acceptable to Green Fusion's counsel,
respecting restrictions on transfer as required by or necessary
under the applicable securities legislation of the United States,
as contemplated by this Agreement;
(d) evidence of the closing of the Minimum Placement
Amount, provided that such closing may be concurrent with the
Closing;
(e) evidence of approval of the shareholders of Green
Fusion of the transactions contemplated by this Agreement or an
opinion of counsel for Green Fusion, reasonably satisfactory to
House of Brussels, that no such approval is necessary;
(f) evidence that Green Fusion has discharged any material
liabilities outstanding including, without limiting the
generality of the foregoing, any liabilities disclosed on
Disclosure Schedule 5.13;
(g) return to House of Brussels the originals of any
promissory notes issued to Green Fusion or GFC by them;
(h) provide a certified cheque or bank draft payable to
House of Brussels (or as House of Brussels may direct), in the
amount of $500,000 US plus any other amounts remaining payable
under Paragraph 2.03(b).
ARTICLE IX.
TERMINATION; AMENDMENT; EXTENSION AND WAIVER
9.01 Termination by Mutual Consent. This Agreement may be
terminated and the Transactions may be abandoned at any time
prior to the Closing Date by the written agreement of House of
Brussels and Green Fusion.
9.02 Termination by Green Fusion. This Agreement may be
terminated at any time prior to the Closing Date by Green Fusion,
if (a) there has been a breach by House of Brussels of any
representation or warranty contained in this Agreement which
would have or would be reasonably likely to have a material
adverse effect on the operations of House of Brussels; or
(b) there has been a breach of any of the covenants or agreements
set forth in this Agreement on the part of House of Brussels,
which breach is not curable or, if curable, is not cured within
thirty (30) days after written notice of such breach is given by
Green Fusion to House of Brussels.
9.03 Termination by House of Brussels. This Agreement may be
terminated at any time prior to the Closing Date by House of
Brussels, if (a) there has been a breach by Green Fusion of any
representation or warranty contained in this Agreement which
22
would have or would be reasonably likely to have a material
adverse effect on the operations of Green Fusion; (b) there has
been a breach of any of the covenants or agreements set forth in
this Agreement on the part of Green Fusion, which breach if
curable is not cured within 30 days after written notice of such
breach is given by House of Brussels to Green Fusion, other than
the failure to advance either Interim Loan pursuant to Section
2.03,; (c) Green Fusion has breached its obligation to advance
either of the Interim Loans pursuant to Section 2.04 of this
Agreement and such breach is not cured within five (5) days after
written notice of such breach is given by House of Brussels to
Green Fusion; or (d) Green Fusion has failed to give notice of
the completion of the financing of the Minimum Placement Amount
by October 22, 2001.
9.04 Effect of Termination and Abandonment. Upon termination of
this Agreement pursuant to this Article 9 or Section 6.05, this
Agreement and all agreements and documents (including legal
opinions) related hereto shall be void and of no force or effect,
and there shall be no liability by reason of this Agreement or
the termination thereof on the part of any party hereto, or on
the part of the respective directors, officers, managers,
employees, agents, representatives or shareholders of any of
them; provided that this Section 9.04 will not relieve: (i) any
party from liability for damages incurred as a result of any
willful breach by such party or by an affiliate of such party of
any of its respective representations, warranties, covenants or
obligations set forth in this Agreement; or (ii) House of
Brussels from any liability pursuant to the Interim Loans and the
promissory notes executed as evidence of the Interim Loans.
ARTICLE X.
SURVIVAL OF PROVISIONS AND INDEMNIFICATION
10.01 Survival. The covenants, obligations, representations
and warranties of each party contained in this Agreement, or in
any certificate or document delivered pursuant to this Agreement,
will be deemed to be material and to have been relied upon by the
other parties notwithstanding any investigation prior to the
Closing, will not be merged into any documents delivered in
connection with the Closing.
10.02 Indemnification by Green Fusion. Subject to the
provisions of Section 10.01, Green Fusion shall indemnify, defend
and hold the Selling Shareholders and House of Brussels and its
officers, directors, employees, agents and representatives
harmless against any and all losses, costs and expenses
(including reasonable cost of investigation, court costs and
legal fees actually incurred) and other damages resulting from
any breach by Green Fusion of any of their covenants,
obligations, representations or warranties or breach or untruth
of any representation, warranty, fact or conclusion contained in
this Agreement or any certificate or document of Green Fusion.
10.03 Indemnification by House of Brussels. Subject to the
provisions of Section 10.01, House of Brussels shall indemnify,
defend and hold Green Fusion and its respective officers,
directors, employees and representatives harmless against any and
all losses,
23
costs and expenses (including reasonable cost of
investigation, court costs and legal fees actually incurred) and
other damages resulting from any breach by House of Brussels of
any of their respective covenants, obligations, representations
or warranties or breach or untruth of any representation,
warranty, fact or conclusion contained in this Agreement or any
certificate or document of House of Brussels delivered pursuant
to this Agreement.
10.04 Indemnification by Selling Shareholders. Subject to
the provisions of Section 10.01, the Selling Shareholders shall
indemnify, defend and hold Green Fusion and its respective
officers, directors, employees and representatives harmless
against any and all losses, costs and expenses (including
reasonable cost of investigation, court costs and legal fees
actually incurred) and other damages resulting from any breach by
the Selling Shareholders of any of their respective covenants,
obligations, representations or warranties or breach or untruth
of any representation, warranty, fact or conclusion contained in
this Agreement or any certificate or document of House of
Brussels or the Selling Shareholders delivered pursuant to this
Agreement. Provided that the liability of each Selling
Shareholder in respect of any breach not directly attributable to
such Selling Shareholder shall be several, and not joint and
several, in proportion to such shareholder's interest in House of
Brussels.
ARTICLE XI.
MISCELLANEOUS
11.01 Other Expenses. Except as otherwise provided in this
Agreement, each party will pay all of its expenses in connection
with the negotiation, execution, and implementation of the
transactions contemplated under this Agreement.
11.02 Notices. All notices, requests, demands, waivers and
other communications required or permitted to be given under this
Agreement will be in writing and will be deemed to have been duly
given: (a) if delivered personally or sent by facsimile, on the
date received, (b) if delivered by overnight courier, on the
second day after deliver to the overnight courier, and (c) if
mailed, ten days after mailing with postage prepaid. Any such
notice will be sent as follows:
TO HOUSE OF BRUSSELS AND TO THE SELLING SHAREHOLDERS:
-----------------------------------------------------
House of Brussels Holdings Ltd.
#000 - 000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
Facsimile: (000) 000-0000
with courtesy copies to:
24
Mr. Xxxx Xxxxx,
Xxxxxx Grey Easton
Barristers & Solicitors
0000 Xxxxxxxxx Xxxxxx, XX Xxx 00000
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX, X0X 0X0
Facsimile: (000) 000-0000
TO GREEN FUSION
Green Fusion Ventures Inc.
0000 - 000 Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Xxxxxx
Facsimile: (000) 000-0000
with courtesy copies to:
Xxxxxxx X. Xxxxxx, Xxxxxxx X. Cane,
X'Xxxxx & Company Cane & Company, LLC
Xxxxx 0000, Xxxxx Xxxxxx Xxxxx 000, Xxx 00
0000 Xxxx Xxxxxxx St., Box 11122 0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx Las Vegas, Nevada
Canada V6E 3P3 USA 89102
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
11.03 Controlling Law. This Agreement will be construed,
interpreted and enforced in accordance with the substantive laws
of the State of Nevada, without giving effect to its conflicts of
laws provisions.
11.04 Headings. Any table of contents and Section headings
in this Agreement are for convenience of reference only and will
not be considered or referred to in resolving questions of
interpretation.
11.05 Benefit. This Agreement will be binding upon and will
inure to the exclusive benefit of the parties hereto and their
respective heirs, legal representatives, successors and assigns.
No party hereto may assign any rights or delegate any duties
hereunder without the prior written consent of the other parties
hereto and any prohibited assignment or delegation will be deemed
null and void.
25
11.06 Partial Invalidity. The invalidity or unenforceability
of any particular provision of this Agreement will not affect the
other provisions hereof, and this Agreement will be construed in
all respects as if such invalid or unenforceable provisions were
omitted. Further, there will be automatically substituted for
such invalid or unenforceable provision a provision as similar as
possible which is valid and enforceable.
11.07 Counterparts and Facsimiles. This Agreement may be
executed simultaneously in two (2) or more counterparts each of
which will be deemed an original and all of which together will
constitute but one and the same instrument. The signature page
to this Agreement and all other documents required to be executed
at Closing may be delivered by facsimile and the signatures
thereon will be deemed effective upon receipt by the intended
receiving party.
11.08 Interpretation. All pronouns and any variation thereof
will be deemed to refer to the masculine, feminine, neuter,
singular or plural as the identity of the person or entity, or
the context, may require. Further, it is acknowledged by the
parties that this Agreement has undergone several drafts with the
negotiated suggestions of both; and, therefore, no presumptions
will arise favoring either party by virtue of the authorship of
any of its provisions or the changes made through revisions.
11.09 Entire Agreement; Waivers. This Agreement, including
the Exhibits and Attachments hereto and those portions
incorporated herein by reference, constitutes the entire
agreement between the parties hereto with regard to the matters
contained herein and it is understood and agreed that all
previous undertakings, negotiations, letter of intent and
agreements between the parties are merged herein. The failure of
any party to this Agreement to assert any of its rights under
this Agreement or otherwise will not constitute a waiver of such
rights. Neither the failure nor any delay on the part of any
party hereto in exercising any rights, power or remedy hereunder
will operate as a waiver thereof or of any right, power or
remedy; nor will any single or partial exercise of any right,
power or remedy preclude any further or other exercise thereof,
or the exercise of any other right, power or remedy.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
11.10 Legal Fees and Costs. In the event any party hereto incurs
legal expenses to enforce or interpret any provision of this
Agreement, the prevailing party will be entitled to recover such
legal expenses, including, without limitation, attorney's fees,
costs and disbursements, in addition to any other relief to which
such party will be entitled.
11.11 Independent Legal Advice. Each of House of Brussels and the
Selling Shareholders acknowledges that X'Xxxxx & Company have
acted solely for Green Fusion in the negotiation and execution of
this Agreement and X'Xxxxx & Company have advised each of House
of Brussels and the Selling Shareholders to obtain the advice of
their independent legal counsel.
IN WITNESS WHEREOF the parties hereto have executed this
agreement as of the day and year first above written.
GREEN FUSION CORPORATION
a Nevada corporation by its
authorized signatory:
/s/ L. Xxxx Xxxxxxx
_____________________________
Signature of Authorized Signatory
L. Xxxx Xxxxxxx
_____________________________
Name of Authorized Signatory
President and Director
____________________________
Position of Authorized Signatory
HOUSE OF BRUSSELS HOLDINGS LTD.
a British Columbia company by its
authorized signatories:
/s/ Xxxx Siemens
_____________________________
Signature of Authorized Signatory
/S/ Xxxxxxx Xxxxxx
_____________________________
Signature of Authorized Signatory
27
SIEMENS INDUSTRIES LTD.
by its authorized signatory:
/s/ Xxxx Siemens
_____________________________
Signature of Authorized Signatory
X. X. XXXXXX LTD.
by its authorized signatory:
/s/ Xxxxxxx Xxxxxx
_____________________________
Signature of Authorized Signatory
HONG KONG BASE LIMITED
by its authorized signatory:
/s/ Xxxx Xxx Fun
_____________________________
Signature of Authorized Signatory
XXXXXX X. XXXXXXXX, IN HIS PERSONAL CAPACITY:
SIGNED, SEALED AND DELIVERED
in the presence of:
/s/ Xxxxxxxx Xxxxxxxxx
-----------------------------
Signature
XXXXXX X. XXXXXXXX by his
attorney in fact
Xxxxxxxx Xxxxxxxxx
-----------------------------
Name /s/ Xxxxxx X. Xxxxx
-----------------------------
XXXXXX X. XXXXX
1850 - 701 West Georgia St. By Power of Attorney
----------------------------- DATED August 22, 2001
Address
Xxxxxxxxx, XX X0X 0X0
-----------------------------
28
XXXXXX X. XXXXXXX, IN HIS PERSONAL CAPACITY:
--------------------------------------------
SIGNED, SEALED AND DELIVERED
BY XXXXXX X. XXXXXXX in the
presence of:
/s/ Xxxxxx Xxxx /s/ Xxxxxx X. Xxxxxxx
----------------------------- -----------------------------
Signature XXXXXX X. XXXXXXX
Xxxxxx Xxxx
-----------------------------
Name
#414 - 488 Helcken St.
-----------------------------
Address
Xxxxxxxxx, XX X0X 0X0
-----------------------------
DISCLOSURE SCHEDULE 3.04
------------------------
to that Share Purchase Agreement dated as of the 17th day of
August, 2001
OPERATING SUBSIDIARIES OF HOUSE OF BRUSSELS HOLDINGS LTD.
Brussels Chocolates Ltd.
DISCLOSURE SCHEDULE 3.06
------------------------
to that Share Purchase Agreement dated as of the 17th day of
August, 2001
GUARANTEES OF HOUSE OF BRUSSELS HOLDINGS LTD.
None.
DISCLOSURE SCHEDULE 3.07
------------------------
to that Share Purchase Agreement dated as of the 17th day of
August, 2001
FINANCIAL STATEMENTS
(i) Audited financial statements of House of Brussels Holdings
Ltd. for the year ended April 30, 2000.
(ii) Unaudited financial statements of Brussels Chocolates Ltd.,
subsidiary of House of Brussels Holdings Ltd., for the year
ended April 30, 2001.
DISCLOSURE SCHEDULE 3.08
------------------------
to that Share Purchase Agreement dated as of the 17th day of
August, 2001
MATERIAL CHANGES OF HOUSE OF BRUSSELS HOLDINGS LTD.
None.
DISCLOSURE SCHEDULE 3.10
------------------------
to that Share Purchase Agreement dated as of the 17th day of
August, 2001
ENCUMBRANCES OF HOUSE OF BRUSSELS HOLDINGS LTD.
DISCLOSURE SCHEDULE 3.12
------------------------
to that Share Purchase Agreement dated as of the 17th day of
August, 2001
INTELLECTUAL PROPERTY OF HOUSE OF BRUSSELS HOLDINGS LTD.
House of Brussels Chocolates Trademark
DISCLOSURE SCHEDULE 3.13
------------------------
to that Share Purchase Agreement dated as of the 17th day of
August, 2001
LEASES OF HOUSE OF BRUSSELS HOLDINGS LTD.
1. Point Grey - Lease dated April 13, 1999 between Brussels
Chocolates Ltd. and GSL Enterprises Ltd. for a term of four
years of 101-4416 Xxxx 00xx Xxxxxx, Xxxxxxxxx, XX.
2. Coquitlam Centre - Lease dated March 21, 2000 between
Brussels Chocolates Ltd. and Pensionfund Realty Limited for a
term of five years expiring October 31, 2005.
3. Guildford Town Centre - Lease dated August 3, 2001 between
Brussels Chocolates Ltd. and Cambridge Shopping Centres
Limited for a term of seven months expiring February 15,
2002.
4. Granville Island - Lease renewal dated 1998 between Brussels
Chocolates Ltd. and Canada Mortgage and Housing Corporation
expiring December 31, 2001.
5. Metrotown - Amendment of Lease dated January 26, 2001 between
Brussels Chocolates Ltd. and Cambridge Shopping Centres
Limited for a term expiring December 31, 2001.
6. Cathedral Court Downtown - Renewal Agreement dated July 11,
2001 between Brussels Chocolates Ltd. and Xxxx Georgia
Investments Ltd. for a term expiring July 31, 2006.
7. Sevenoaks Abbotsford - Lease Extension dated April 25, 2001
between Brussels Chocolates Ltd. and 585562 BC Ltd. for a
term expiring September 30, 2006.
8. Park Royal - Lease dated November 26, 1997 between Brussels
Chocolates Ltd. and Park Royal Shopping Centre Holdings Ltd.
for a term expiring November 30, 2000.
9. Toronto - Lease Amending Agreement dated June 7, 2000 between
Brussels Chocolates Ltd. and Investors Group Trust Co. Ltd.
as Trustee for Investors Real Property Fund for a term
expiring January 31, 2003.
DISCLOSURE SCHEDULE 3.15
------------------------
to that Share Purchase Agreement dated as of the 17th day of
August, 2001
MATERIAL CONTRACTS OF HOUSE OF BRUSSELS HOLDINGS LTD.
1. Licence Agreement dated July 28, 2000 with Xxxxxx'x Bay
Company;
2. Master Merchandise Vendor Agreement dated January 1, 2001
with Xxxxxx'x Bay Company;
3. HDS Retail North America Vendor Agreement dated September 9,
2000 with HDS Retail North America.
4. Authorized Supplier Agreement dated May 17, 2000 with
International Cigar Stores Limited.
5. Consulting Agreement dated December 20, 2000 with Wing Xxxx
Holdings Ltd.
6. Amendment Regarding Sales Representation dated October 25,
2000 with Advantage/Xxxxxxx X. Xxxxx & Associates Ltd.
7. Executive Suite License Agreement dated November 30, 1994
with Northwest Arena Corporation.
8. Equipment Lease No. 1-163561 dated October 15, 1998 with CIBC
Equipment Finance.
9. Equipment Lease No. 1-554885 dated November 29, 1996 with
CIBC Equipment Finance.
10. Equipment Lease No. 1-002566 dated October 1, 1996 with CIBC
Equipment Finance.
11. Equipment Lease No. 1-160447 dated September 24, 1997 with
CIBC Equipment Finance.
12. Vehicle Lease dated May 16, 2000 with Wheaton Pacific Pontiac
Buick GMC Ltd.
DISCLOSURE SCHEDULE 3.06
------------------------
to that Share Purchase Agreement dated as of the 17th day of
August, 2001
GREEN FUSION MATERIAL LIABILITIES
Advances to Green Fusion from X. Xxxxxxxx $185,823.09
Advances to Green Fusion from X. Xxxxxxx 100,000.00
Estimated legal, accounting and office expenses 50,000.00
-----------
$335,823.09
