Exhibit 10.6
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STOCK EXCHANGE AGREEMENT MADE AND ENTERED INTO IN XXX XXXX XXX XXXXXXXX XX
XXXXXXXX, XX THE 2ND DAY OF OCTOBER, 1996
BY AND BETWEEN: THE WIDECOM GROUP INC., a body politic and corporate,
duly incorporated according to the laws of the Province of
Ontario,
(hereinafter referred to as "Widecom")
AND: SOCIETE INNOVATECH DU GRAND MONTREAL, a body politic duly
constituted according to An Act respecting Societe
Innovatech du Grand Montreal, R.S.Q. ch. S-17.2
(hereinafter referred to as "Innovatech")
SECTION 39 - PREAMBLE
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39.1 WHEREAS concurrently with the execution of this Agreement,
Innovatech has subscribed for 450 Class "A" shares in the capital stock of
3294340 Canada Inc. ("Newco") and Widecom has subscribed for 450 Class "A"
shares in the capital stock of Newco;
39.2 WHEREAS the parties hereto wish to enter into this Agreement in
order to enable Innovatech to exchange its 450 Class "A" shares in the
capital stock of Newco for common shares in the capital stock of Widecom on
the terms and conditions provided for herein.
WHEREFORE THE PARTIES AGREE AS FOLLOWS:
SECTION 40 - DEFINITIONS
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40.1 In this Agreement, the following terms shall have the following
meaning:
40.1.1 "Acquisition" has the meaning attributed to it in
paragraph 5.1.1;
40.1.2 "Acquisition Notice" has the meaning attributed to it in
subsection 5.2;
40.1.3 "Arm's Length" has the meaning attributed to such term for
the purposes of the Income Tax Act (Canada), as amended;
40.1.4 "Business Day" means any day, other than a Saturday or
Sunday or a day on which the principal commercial banks in the
Province of Quebec or the Province of Ontario are not open for
business during normal banking hours;
40.1.5 "Charges" means any security interest, hypothec, prior
claim, lien, charge, pledge, encumbrance, mortgage, adverse claim or
title retention agreement of any nature of kind;
40.1.6 "Class "A" Shares" means the Class "A" shares in the capital
stock of Newco;
40.1.7 "Closing" has the meaning attributed to it in subsection 4.1;
40.1.8 "Closing Date" has the meaning attributed to it in
subsection 4.1;
40.1.9 "Common Shares" means the common shares in the capital stock
of Widecom;
40.1.10 "Exchange Act" means the Securities and Exchange Act of
1934 (United States), as amended;
40.1.11 "Exchange Rate" means, at any time, the number of Common
Shares that Innovatech will be entitled to receive for each Exchange
Share, as such Exchange Rate may be adjusted under subsection 3.3
hereof;
40.1.12 "Exchange Right" means the right of Innovatech to exchange
the Exchange Shares for Common Shares as set out in subsection 5.1
hereof;
40.1.13 "Exchange Shares" means the 450 Class "A" Shares issued to
Innovatech on the date hereof;
40.1.14 "Finger Print" means 3294412 Canada Inc.;
40.1.15 "Flat Panel" means 3294421 Canada Inc.;
40.1.16 "Newco" has the meaning attributed to it in subsection 1.1;
40.1.17 "Notice of Exchange" has the meaning attributed to it in
subsection 4.1;
40.1.18 "Participation Notice" has the meaning attributed to it in
subsection 5.2;
40.1.19 "Person" means any individual, partnership, limited
partnership, joint venture, syndicate, sole proprietorship, company or
corporation with or without share capital, unincorporated association,
trust, trustee, executor, administrator, or other legal personal
representative, regulatory body or agency, government or governmental
agency, authority or entity however designated or constituted;
40.1.20 "Recapitalization" has the meaning attributed to it in
subsection 3.3;
40.1.21 "SEC" means the United States Securities and Exchange
Commission;
40.1.22 "Securities Act" means the Securities Act of 1993 (United
States), as amended;
40.1.23 "Shareholders Agreement" means the shareholders agreement
entered into concurrently herewith among Innovatech, Widecom, Flat
Panel, Finger Print and Newco;
40.1.24 "Tag-Along Sale" has the meaning attributed to it in
subsection 6.1;
40.1.25 "Widecom SEC Documents" has the meaning attributed to it in
paragraph 7.1.1.
SECTION 41. - AUTHORIZATION AND EXCHANGE OF EXCHANGE SHARES
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41.1 Prior to the date hereof, Widecom has authorized the exchange and
issuance to Innovatech, in accordance with the terms hereof, of up to
253,000 Common Shares, having the rights, privileges and preferences as set
forth in the Certificate of Incorporation of Widecom, as amended.
41.2 Subject to the terms and conditions hereof, Innovatech shall have
the right to exchange all and not less than all of the Exchange Shares for
the Common Shares. Subject to the terms and conditions hereof, Widecom shall
issue to Innovatech upon delivery by Innovatech of each of the Exchange
Shares 562.2036 Common Shares. The right of Innovatech to exchange any
other Class "A" Shares to be issued to Innovatech and the exchange rate with
respect to such Class "A" Shares shall be negotiated in good faith by
Widecom and Innovatech prior to the issuance of such Class "A" Shares by
Newco.
41.3 The number of Common Shares to be issued upon the exchange referred
to in subsection 3.2 shall be adjusted to take into account changes to the
Common Shares occurring during the period from the date hereof until the
date of such exchange. Such adjustment shall be made such that Innovatech
shall be issued such number of Common Shares (or any security or property
such Common Shares may have become) as shall be equal to the number of
Common Shares (or such other security or property the Common Shares may have
become) Innovatech would have been issued in the aggregate if they had
exercised the Exchange Right upon the date hereof and had owned such shares
from the date hereof until the date of the exchange. For greater clarity, if
Widecom shall undertake a stock split, stock dividend or recapitalization
(collectively, a "Recapitalization") prior to the issuance of the Common
Shares to Innovatech, Innovatech shall receive such number of Common Shares
or other securities as Innovatech would have received following such
Recapitalization had Innovatech been issued its Common Shares prior to such
Recapitalization and had subsequently participated fully in such
Recapitalization.
41.4 Whenever the Exchange Rate is adjusted as provided in subsection
3.3, Widecom shall forthwith send to Innovatech a statement, signed by an
officer of Widecom, describing in reasonable detail the facts giving rise to
such adjustment, as well as the new Exchange Rate.
SECTION 42. - CLOSING DATES AND DELIVERY
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42.1 The closing of the exchange of the Exchange Shares for the Common
Shares shall be held at the offices of Xxxxxxxx Xxxxxxxxxx, 0000 Xxxx-
Xxxxxxxx Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxx at 10:00 a.m., local
time, on the first Business Day twenty (20) days after receipt by Widecom of
a properly completed and executed notice of exchange in the form attached
hereto as Schedule 4.1 (the "Notice of Exchange") or Participation Notice,
as the case may be, on behalf of Innovatech (the "Closing") or at such other
time and place upon which Widecom and Innovatech shall mutually agree (the
date of the Closing is hereinafter referred to as the "Closing Date").
42.2 At the Closing, Innovatech shall surrender the certificate or
certificates representing all the Exchange Shares duly endorsed. Thereupon,
Widecom shall promptly issue and deliver at such office to Innovatech a
certificate or certificates for the number of Common Shares to which
Innovatech is entitled pursuant to subsection 3.2. Such exchange shall be
deemed to have been made at the close of business on the date of such
surrender of the certificate(s) endorsed in favour of Widecom representing
all the Exchange Shares, and Innovatech shall be treated for all purposes as
the record holder of such Common Shares on such date.
SECTION 43. - RESTRICTIONS ON EXCHANGE
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43.1 Innovatech may exchange from time to time all and not less than all
of the Exchange Shares for the Common Shares ("Exchange Right"), provided
that the Exchange Right subsists, subject to the following:
43.1.1 Prior to the first anniversary of the date hereof,
Innovatech may exercise the Exchange Right only if (a) Widecom or its
shareholders consent to the exercise of the Exchange Right, or (b)
Widecom has received and accepted an offer for an Acquisition. In the
event Innovatech exercises its Exchange Right pursuant to clause (b)
of the preceding sentence, the Closing of such share exchange shall
take place immediately prior to the closing of an Acquisition. As used
herein "Acquisition" shall mean: (a) a consolidation or merger of
Widecom with or into any other corporation or corporations pursuant to
which the shareholders of Widecom prior to the merger or similar
transaction shall own less than fifty percent (50%) of the voting
securities of the surviving corporation, (b) or a sale, conveyance or
disposition or series of related transactions of all, or substantially
all, of the assets of Widecom, or (c) the effectuation by Widecom or
the shareholders of Widecom of a transaction or series of related
transactions in which more than fifty percent (50%) of the voting
power of Widecom is disposed of (by way of the sale or issuance of new
shares other than the sale or issuance of preferred shares), and (i)
the consideration received in connection with such transaction, or
series of related transactions, is at least sixty percent (60%) in
cash, or (ii)(a) Widecom's corporate existence under the laws of the
Province of Ontario shall not be terminated upon the consummation of
the transaction or series of related transactions, and (b) the
acquiring party in the acquisition does not agree in writing to permit
Innovatech, upon the exchange of the Exchange Shares in accordance
with this Agreement, to further exchange its Common Shares into shares
of the acquirer on the same terms and conditions as were granted to
the other shareholders of Widecom who upon such acquisition became
shareholders of the acquirer.
43.1.2 On or after the first anniversary of the date hereof,
Innovatech may exercise the Exchange Right at any time upon proper
notice to Widecom.
43.2 Widecom shall promptly provide Innovatech with notice of a proposed
Acquisition ("Acquisition Notice"). The Acquisition Notice shall include the
material terms and conditions of the proposed Acquisition, including but not
limited to the aggregate number of shares of Widecom proposed to be acquired
in the Acquisition, the aggregate number of issued and outstanding shares of
Widecom's common shares and preferred shares and the amount and form of
consideration to be paid by the proposed acquiror. Innovatech shall provide
written notice ("Participation Notice") to Widecom within twenty (20) days
of receipt of the Acquisition Notice of the number of Common Shares, if any,
that Innovatech elects to include in any Tag-Along Sale in connection with
the proposed Acquisition. If Widecom does not receive a timely Participation
Notice from Innovatech then no Common Shares from Innovatech shall be
included in the Tag-Along Sale in connection with the proposed Acquisition.
In the event Innovatech elects to participate in a Tag-Along Sale and timely
files a Participation Notice with Widecom, Innovatech shall not be required
to file a Notice of Exchange with respect to the Exchange Shares. In the
event that the Acquisition is an acquisition of all of the issued and
outstanding shares of Widecom held by all of the shareholders of Widecom and
Innovatech does not provide the Participation Notice and include in the Tag-
Along Sale all of the Common Shares which would be issued to it upon the
exchange of the Exchange Shares, then the Exchange Right shall upon the
closing of the Acquisition become null and void.
SECTION 44. - TAG-ALONG RIGHT
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44.1 In the event of an Acquisition, Innovatech shall have the right, but
not the obligation, to cause, as a condition to such Acquisition ("Tag-Along
Sale"), that the proposed acquiror purchase from Innovatech, up to the
number of Common Shares derived by multiplying the total number of Common
Shares owned by or issuable to Innovatech upon the exchange of the Exchange
Shares by a fraction, the numerator of which is equal to the aggregate
number of shares of Widecom's common shares and preferred shares that are to
be purchased by the proposed acquiror and the denominator of which shall be
the total number of shares of Widecom's common shares and preferred shares
outstanding immediately prior to the Acquisition, each as set forth in the
Acquisition Notice. Any sales by Innovatech in a Tag-Along Sale shall be on
the same terms and conditions as proposed by the proposed acquiror. If
Innovatech so elects to participate in a Tag-Along Sale it shall deliver a
Participation Notice to Widecom as specified in subsection 5.2.
44.2 Without prejudice to the Exchange Right set forth in subsection 3.1
hereof, notwithstanding anything in this Section 6 to the contrary,
Innovatech hereby acknowledges and agrees that if an Acquisition is proposed
directly with Widecom's shareholders, Widecom and Widecom's shareholders
shall have no obligation to cause the proposed acquiror to purchase any
Common Shares from Innovatech.
SECTION 45. - REPRESENTATIONS AND WARRANTIES OF WIDECOM
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45.1 Widecom represents and warrants to Innovatech, as of the date hereof
and upon the Closing, the following:
45.1.1 Widecom has delivered to Innovatech accurate and complete
copies (excluding copies of exhibits) of each report, registration
statement (on a form other than Form S-8) and definitively filed by
Widecom with the SEC between December 16, 1995 and the date the
representation or warranty is made (the "Widecom SEC Documents"). As
of the time it was filed with the SEC (or, if amended or superseded by
a filing prior to the date of this Agreement, then on the date of such
filing): (i) each of the Widecom SEC Documents complied in all
material respects with the applicable requirements of the Securities
Act or the Exchange Act, as the case may be; and (ii) none of the
Widecom SEC Documents contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.
45.1.2 The financial statements contained in the Widecom SEC
Documents: (i) complied as to form in all material respects with the
published rules and regulations of the SEC applicable thereto; (ii)
were prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the periods
covered, except as may be indicated in the notes to such financial
statements and (in the case of unaudited statements) as permitted by
Form 10-Q of the SEC, and except that unaudited financial statements
may not contain footnotes and are subject to normal and recurring
year-end audit adjustments (which will not, individually or in the
aggregate, be material in magnitude); and (iii) fairly present the
financial position of Widecom as of the respective dates thereof and
the results of operations of Widecom for the periods covered thereby.
45.1.3 Widecom is a corporation duly organized, validly existing,
and in good standing under the laws of the Province of Ontario.
Widecom has full power and authority to own and operate its properties
and assets, and to carry on its business as presently conducted and as
presently proposed to be conducted.
45.1.4 Widecom will have upon the date hereof all requisite legal
and corporate power and authority to execute and deliver this
Agreement and to carry out and perform its obligations under the terms
of this Agreement.
45.1.5 Assuming the accuracy of the representations and warranties
of Innovatech contained in Section 8 hereof, the offer, sale and
issuance of the Common Shares will be exempt from the registration
requirements of the Securities Act and will have been registered or
qualified (or are exempt from registration or qualification) under the
registration, permit or qualification requirements of all applicable
United States securities laws.
SECTION 46. - REPRESENTATIONS AND WARRANTIES OF INNOVATECH
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46.1 Innovatech hereby represents and warrants to Widecom as follows:
46.1.1 Innovatech is acquiring the right to the Common Shares for
investment for Innovatech's own account, not as a nominee or agent,
and not with the view to, or for resale in connection with, any
distribution thereof. Innovatech understands that the right to the
Common Shares has not been, and will not be, registered under the
Securities Act by reason of a specific exemption from the registration
provisions of the Securities Act, the availability of which depends
upon, among other things, the bona fide nature of the investment
intent and the accuracy of Innovatech's representations as expressed
herein.
46.1.2 Innovatech acknowledges that, if acquired, the Common Shares
must be held indefinitely unless subsequently registered under the
Securities Act or unless an exemption from such registration is
available. Innovatech is aware that Rule 144 promulgated under the
Securities Act permits limited resale of shares purchased in a private
placement subject to the satisfaction of certain conditions,
including, among other things, the existence of a public market for
the shares, the availability of certain current public information
about Widecom, the resale occurring not less than two years after a
party has purchased and paid for the security to be sold, the sale
being effected through a "broker's transaction" or in transactions
directly with a "market maker" and the number of shares being sold
during any three-month period not exceeding specified limitations.
46.1.3 Innovatech has had an opportunity to discuss Widecom's
business, management and financial affairs with Widecom's management
and has had the opportunity to inspect Widecom's facilities.
Innovatech has also had an opportunity to ask questions of officers of
Widecom, which questions were answered to its satisfaction. Innovatech
understands that such discussions, as well as any written information
issued by Widecom, were intended to describe certain aspects of
Widecom's business and prospects but were not a thorough or exhaustive
description.
46.1.4 Innovatech is upon the date hereof and shall be upon the
Closing Date the lawful owner (both beneficially and of record) of the
Exchange Shares. Innovatech has upon the date hereof and will have
upon the Closing Date good and marketable title to the Exchange Shares
and the absolute right, power and capacity to transfer and deliver the
Exchange Shares to Widecom pursuant to this Agreement, free and clear
of any Charges.
46.1.5 Widecom has not incurred and will not incur, directly or
indirectly, as a result of any action taken by Innovatech, any
liability for brokerage or finders' fees or agents' commissions or any
similar charges in connection with this Agreement.
SECTION 47. - RESTRICTIONS ON TRANSFER
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47.1 The Exchange Right shall not be transferable except to any
transferee of Exchange Shares as permitted in the Shareholders Agreement.
SECTION 48. - REGISTRATION RIGHTS
-----------------------------------
48.1 In the event of the exercise by Innovatech of the Exchange Right in
accordance with the terms of this Agreement, Widecom shall:
48.1.1 within thirty days of receipt of a written request for
registration from Innovatech, file a registration statement under the
Securities Act on Form S-3 (the "3-year Registration Statement")
covering the registration of all the Common Shares received by
Innovatech pursuant to this Agreement;
48.1.2 cause the 3-year Registration Statement to be declared
effective by the SEC under the Securities Act as soon as is
practicable after the filing of such 3-year Registration Statement;
and
48.1.3 cause the 3-year Registration Statement to remain effective
for a period of one hundred eighty (180) days after the effective date
of the 3-year Registration Statement.
All expenses of the public offering of securities of Widecom pursuant to the
3-year Registration Statement (other than underwriters and brokerage fees
and commissions) shall be borne by Widecom.
48.2 Following the receipt by Innovatech of Common Shares pursuant to
this Agreement, and if the demand registration rights pursuant to subsection
10.1 hereof have not previously been exercised, Widecom shall notify
Innovatech in writing at least ten (10) days prior to the filing of any
registration statement under the Securities Act for purposes of a public
offering of securities of Widecom (excluding registration statements
relating to employee benefit plans and corporate reorganizations) and will
afford Innovatech the opportunity to include in such registration statement
all or part of the Common Shares received by Innovatech pursuant to this
Agreement. The expenses of such public offering of securities of Widecom
(other than underwriters' commissions, if any, related to Innovatech's
Common Shares included in such public offering, which shall be borne by
Innovatech) shall be borne by Widecom. If Innovatech desires to include in
any such registration statement all or any part of the Common Shares held by
it, it shall, within ten (10) days after receipt of the above-described
notice from Widecom, so notify Widecom in writing. Such notice shall state
the intended method of disposition of the Common Shares by Innovatech.
48.3 If the registration statement under which Widecom gives notice under
subsection 10.2 hereof is for an underwritten offering, Widecom shall so
advise Innovatech. In such event, the right of Innovatech to be included in
a registration pursuant to subsection 10.2 hereof shall be conditioned upon
Innovatech's participation in such underwriting and the inclusion of
Innovatech's Common Shares in the underwriting to the extent provided
herein. If Innovatech proposes to distribute its Common Shares through such
underwriting it shall enter into an underwriting agreement in customary form
with the underwriter or underwriters selected for such underwriting.
Notwithstanding any other provision of such agreement, if the underwriter
determines in good faith that marketing factors require a limitation of the
number of shares to be underwritten, then the underwriter may reduce or
exclude from such registration and underwriting up to all of Innovatech's
Common Shares, provided that no securities of any Widecom shareholders are
included in a public offering in which Innovatech's Common Shares are
entirely excluded. Widecom shall so advise Innovatech, and the number of
shares of Innovatech's Common Shares that may be included in the
registration and underwriting will be reduced accordingly. No such reduction
shall reduce the securities being offered by Widecom for its own account to
be included in the registration and underwriting. If Innovatech disapproves
of the terms of any such underwriting, it may elect to withdraw therefrom by
written notice to Widecom and the underwriter, delivered at least one (1)
day prior to the effective date of the registration statement. Any Common
Shares excluded or withdrawn from such underwriting shall be withdrawn from
the registration.
48.4 All registration rights granted under this Section 10 shall
terminate and be of no further force and effect on such date as the Common
Shares received by Innovatech pursuant to this Agreement may be resold
pursuant to the provisions of Rule 144 promulgated under the Securities Act.
SECTION 49. - COVENANTS OF WIDECOM
------------------------------------
49.1 As soon as practicable after the filing of any Widecom SEC Documents
with the SEC, and in any event within twenty (20) days thereafter, Widecom
will furnish Innovatech with such Widecom SEC Document.
49.2 Promptly after the issuance of the Common Shares to Innovatech
pursuant to this Agreement, if Widecom's securities are publicly traded,
Widecom shall take all necessary action to list such Common Shares, to the
extent not already listed, on the securities exchange or over-the-counter
market where the Widecom's securities are listed.
49.3 At the request of Innovatech, Widecom shall use its best efforts to
ensure the application of Regulation S under the Securities Act to the
issuance of the Common Shares to Innovatech pursuant to this Agreement.
49.4 So long as the Exchange Shares remain outstanding and the Exchange
Right subsists, Widecom will at all times reserve and keep available, solely
for issuance and delivery upon the exchange of the Exchange Shares, all
Common Shares issuable upon such exchange.
49.5 At the Closing, Innovatech shall have obtained from Xxxxxxxxx Xxxx &
Xxxx, United States counsel to Widecom, an opinion letter covering
substantially the same matters as was tendered upon the date hereof,
addressed to it, dated the date of the Closing.
49.6 Widecom shall from the date hereof deliver to Innovatech such
information and notices as Widecom is required to deliver to the holders of
common shares and preferred shares of Widecom pursuant to Widecom's
certificate of incorporation, as amended, or otherwise.
SECTION 50. - APPLICABLE LAW
------------------------------
50.1 This Agreement shall be governed by and construed and enforced in
accordance with the laws of the Province of Quebec and the laws of Canada
applicable therein.
50.2 Any dispute or controversy or claim arising out of this Agreement or
any further agreements resulting herefrom shall be finally determined and
settled by arbitration in accordance with the provisions of Section 17 of
the Shareholders Agreement. The decision of the arbitrator shall be final
and binding upon the parties, to the exclusion of courts of law.
SECTION 51. - ADDITIONAL INSTRUMENTS
--------------------------------------
51.1 Each party hereto shall, from time to time and at any time hereafter
and as often as required by the other, make, do, execute and deliver, or
cause to be made, done, executed and delivered, all such further acts,
deeds, matters and things as may be reasonably devised or required by the
other, whether for the purpose of more effectually and completely carrying
out the terms of this Agreement.
SECTION 52. - NOTICES
-----------------------
52.1 All notices or other communications required or permitted to be
given under this Agreement to a party hereto shall be in writing and
delivered by hand or given by telecopier addressed to the party for whom it
is intended as follows:
To Widecom : The Widecom Group Inc.
00 Xxxx Xxxxxx Xx.
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxx
X0X 0X0
Attention of: President
Telecopier: (000) 000-0000
To Innovatech : Societe Innovatech du Grand Montreal
0000 Xxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxx, Xxxxxx
Xxxxxx
X0X 0X0
Attention of: Xxxxx Xxxxxxxx
Telecopier: (000) 000-0000
52.2 Notices delivered will be deemed given and received upon delivery
and those sent by telecopier, on the next Business Day following the
transmission.
52.3 Any party hereto may at any time and from time to time designate a
substitute address for the purpose of subsection 14.1 by giving written
notice thereof to the other party at least ten days in advance of the
effective date of such designation.
SECTION 53. - ENTIRE AGREEMENT AND MODIFICATION OF AGREEMENT
--------------------------------------------------------------
53.1 This Agreement and the Shareholders Agreement constitute the entire
agreement of the parties hereto with respect to the matters contained
herein. No change or modification of this Agreement shall be binding, unless
in writing and signed by the parties hereto.
SECTION 54. - UNENFORCEABILITY OF ANY PROVISION OF AGREEMENT
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54.1 The invalidity or unenforceability of any provision of this
Agreement or any covenant herein contained shall not affect the validity or
enforceability of any other provision or covenant hereof or herein
contained, and this Agreement shall be construed as if such invalid or
unenforceable provision or covenant was omitted.
SECTION 55. - COUNTERPARTS
----------------------------
55.1 This Agreement may be executed in several counterparts, each of
which when executed by either of the parties shall be deemed to be an
original and such counterparts shall together constitute but one and the
same instrument.
SECTION 56. - SUCCESSORS AND PERMITTED ASSIGNS
------------------------------------------------
56.1 Except as otherwise provided for herein or in the Shareholders
Agreement, this Agreement shall enure to the benefit of and be binding upon
the heirs, legal representatives, executors, administrators, successors and
permitted assigns of the parties hereto.
SECTION 57. - INTERPRETATION
------------------------------
For the purpose of this Agreement, except as otherwise expressly provided or
unless the context otherwise requires:
57.1 Any reference in this Agreement to any gender shall include both
genders and the neutral, and words used herein importing the singular number
only shall include the plural and vice versa.
57.2 The division of this Agreement into Sections, subsections and other
subdivisions, and the insertion of headings are for convenience of reference
only and shall not affect or be utilized in the construction or
interpretation of this Agreement.
SECTION 58. - LANGUAGE
------------------------
58.1 The parties hereto agree that this Agreement as well as all
documentation contemplated hereby or pertaining hereto or to be executed in
connection herewith be drawn up in the English language; les parties
consentent a l'effet que cette convention de meme que tous documents
envisages par les presentes ou y ayant trait ou qui seront signes
relativement aux presentes soient rediges en anglais.
IN WITNESS WHEREOF, the parties have duly signed and executed these presents
as of the place and date first hereinabove mentioned.
THE WIDECOM GROUP INC.
Per:
Per:
SOCIETE INNOVATECH DU GRAND MONTREAL
Per:
SCHEDULE 4.1
NOTICE OF EXCHANGE
In accordance with the terms of that certain Stock Exchange Agreement, dated
as of October 2, 1996, between The Widecom Group Inc. ("Widecom") and
Societe Innovatech du Grand Montreal ("Innovatech") (the "Exchange
Agreement"), notice is hereby given pursuant to subsection 4.1 of the
Exchange Agreement that the undersigned elects to exchange all of the
Exchange Shares (as defined in the Exchange Agreement) held by the
undersigned on the date hereof, for the number of Common Shares (as defined
in the Exchange Agreement) calculated pursuant to the relevant provisions of
the Exchange Agreement.
Dated this day of 19 .
SOCIETE INNOVATECH DU GRAND MONTREAL
By: --------------------------------------
Print name: --------------------------------------
Title: --------------------------------------
