EXHIBIT 10.3 (e)
LTS Share Purchase Agreement (Xxxxx X. Xxxxxxxx Living Trust)
SHARE PURCHASE AGREEMENT
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AGREEMENT ENTERED INTO AT XXX XXXX XX XXXXXXXX, XXXXXXXX XX XXXXXX, XX THIS 11
DAY OF JUNE 2003.
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BY AND BETWEEN: GSI TECHNOLOGIES USA INC., a public corporation duly
incorporated pursuant to the laws of Delaware, having an
office at 000, Xx-Xxxxxxx Xxxx, Xxxxx 000, in the City of
Montreal, Province of Xxxxxx X0X 0X0, Xxxxxx, and herein
represented by Mrs. Xxxxx El-Xxxxx Xxx, Secretary of the
Board, duly authorized for the purposes hereof as she so
declares,
(Hereinafter referred to as the "PURCHASER")
AND: XXXXX X. XXXXXXXX LIVING TRUST, DATED SEPTEMBRE 6,
2002, duly represented by Xx. Xxxx Xxxxxx by Power of
Attorney,
(Hereinafter referred to as the "SELLER")
AND: LTS NETWORKS INC., a corporation duly incorporated
according to law, having a place of business at 000,
Xx-Xxxxxxx Xxxx, Xxxxx 000, in the City of Montreal,
Province of Xxxxxx, X0X 0X0, Xxxxxx, herein acting and
represented by its Chief Executive Officer, Mr. Xxxx
Xxxxxxx,
(Hereinafter referred to as the "COMPANY")
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WHEREAS COMPANY is a private corporation duly incorporated pursuant to
the Canada Business Corporations Act,
WHEREAS 200 Common Shares in the capital stock of the COMPANY are
issued and outstanding;
WHEREAS the SELLER is the owner of 5 Common Shares in the capital
stock of the COMPANY; and
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WHEREAS the SELLER wishes to sell forty percent (40%) of his shares of
the COMPANY, or 2 Common Shares (the "Shares") and the Purchaser wishes to
purchase same on the terms and conditions set out herein;
NOW, THEREFORE, FOR THE REASONS SET FORTH ABOVE, THE PARTIES HERETO ACKNOWLEDGE
AND AGREE AS FOLLOWS:
1. The preamble hereto shall form an integral part hereof as if recited
herein at length.
2. Once the conditions set forth in Section 5 are fulfilled, the SELLER
shall sell, assign and transfer unto the PURCHASER 2 Common Shares in
the capital stock of the COMPANY (the "Shares"), in consideration of
12,500 shares of Class B common stock (Par value $.001 per share) of
the PURCHASER (the "Consideration Shares"), which the PURCHASER shall
pay to the SELLER on the closing date by way of the issuance from
treasury.
3. The SELLER (and the COMPANY with regard to (a) - (c)) expressly
represents, warrants and guarantees to the PURCHASER on the date
hereof (and will so represent and warrant on the closing date) the
following:
(a) The COMPANY has been duly incorporated and organized and is
in good standing under the laws of the jurisdiction of its
incorporation and the Province of Quebec;
(b) The Shares have been duly issued and are validly outstanding
shares in the capital stock of the Company and represent 1%
of all of the issued and outstanding shares in the capital
stock of the Company;
(c) The SELLER holds title to the Shares, and that same are free
and clear of all mortgages, liens, charges, pledges,
security interests, encumbrances or other claims whatsoever;
(d) No person, firm or corporation has any agreement, option or
right capable of becoming an agreement or option for the
purchase of the Shares; and
(e) The SELLER has the full right, power, authority and capacity
to enter into this present Agreement.
4. The PURCHASER expressly represents, warrants and guarantees to the
SELLER on the date hereof (and will so represent and warrant on the
closing date) the following:
a) The PURCHASER has been duly incorporated and organized and
is in good standing under the laws of the jurisdiction of
its incorporation and the Province of Quebec and is current
in its filings with the Securities and Exchange Commission
("SEC") and NASDAQ;
b) Subject to obtaining the prior approval of applicable
regulatory and securities authorities, the issuance of the
Consideration Shares will not breach or violate any
provisions of any applicable law, statute, regulation or
rule applicable to the PURCHASER or of its articles or
by-laws or any other material agreement to which it is a
party;
(c) When issued to the SELLER, the Consideration Shares will be
validly issued and non-assessable shares in the capital
stock of the PURCHASER issued in accordance with all
applicable corporate and securities legislation including
the requirements of the Commission des Valeurs Mobilieres du
Quebec, if need be;
(d) GSI will take all necessary steps to deliver free trading
shares within 150 days. In the event that GSI is not capable
of delivering the free trading shares, SELLER could than,
cancel this agreement;
(e) The PURCHASER has the right, power and authority to enter
into this present Agreement, which has been duly authorized
by all necessary corporate action.
5. The obligations of the parties to consummate the sale of the Shares is
subject to the satisfaction of the following conditions:
a. The PURCHASER shall have obtained all necessary consents,
approvals and authorizations for the completion of the
transactions contemplated herein;
b. The PURCHASER shall have obtained a share certificate
representing the Consideration Shares registered in the name
of the SELLER (or such other evidence that that
Consideration Shares have been duly issued);
c. The SELLER shall have delivered his share certificates of
the Company, duly endorsed for transfer, together with a
resolution of the board of directors of the Company
approving such transfer, as well as the necessary new share
certificates evidencing the Shares and registered in the
name of the PURCHASER; and
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d. The representations and warranties of the PURCHASER and the
SELLER set forth in Section 4 and 5 hereof, respectively,
shall be true and correct on the closing date and the
PURCHASER and the SELLER shall each have delivered a
certificate to the other to that effect;
And the parties covenant to use their best efforts to fulfill
these conditions within one hundred and fifty (150) days from the
date hereof. Upon the fulfillment of the conditions described
above, the closing of the transactions contemplated hereby shall
occur. In the event that these conditions are not fulfilled, then
either party may terminate the present agreement in which case
this Agreement shall be of no further force or effect whatsoever.
6. The representations and warranties contained herein shall survive the
execution of this present Agreement and shall continue in full force
and effect.
7. The parties shall, from time to time, at the other's request, execute
such further documents and take such other actions as the other may
reasonably require to obtain the approvals to complete the
transactions contemplated hereby and eventually convey and transfer
more effectively to the PURCHASER and the SELLER the shares herein
exchanged. The parties will furthermore sign all documents and do all
things necessary to give effect to the present Agreement.
8. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors, administrators,
representatives and assigns.
9. This Agreement shall be construed, interpreted and governed by the
laws of the Province of Quebec.
10. The parties acknowledge that they have requested and are satisfied
that the foregoing be drawn up in English. Les parties aux presentes
reconnaissent qu'elles ont exige que ce qui precede soit redige en
Anglais et s'en declarent satisfaites.
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IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO ON
THE DATE AND AT THE PLACE FIRST HEREINABOVE MENTIONED.
By: /s/ Xxxxx Xxx
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XXXXX EL-XXXXX XXX
(SECRETARY OF THE BOARD)
GSI TECHNOLOGIES USA INC.
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Power of Attorney
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
Chief Executive Officer
LTS NETWORKS INC.
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