EXHIBIT 10.5
SHARE PURCHASE AGREETMENT
APRIL 26TH, 2000
AGREEMENT:
This Agreement between Global Industrial Services Inc.,
(GIS), of No. 000-0000 X. Xxxxxx Xxxxxx, Xxxxxxxxx, X.X. X0X 0X0,
is for purchase from the Shareholders of Stothert Group Inc.
(SGI), of, 14th floor, 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx X.X. X0X-
0X0, all of the Class A Common Voting and Class B Common Non-
voting shares of SGI including all of the Preference Shares; or
not less than 75% if the Class A Common Voting shares of SGI,
under the following terms and conditions.
TERMS AND CONDITIONS:
1. A cash payment of $1,201,581.00 for all of the Class A
Common Voting and all of the Class B Common Non-Voting shares
which are outstanding.
2. In case all of the shares are not tendered but 75% or more
of the Class A Common voting shares are purchased the cash
payment per share for those which are purchased will be
calculated by dividing the total cash payment amount in clause 1
by the total number of common shares outstanding. Shares not
tendered will be dealt with as minority shareholders with all
rights of such.
3. In addition to the cash payment defined in clause 1 the
purchaser will transfer to the shareholders of SGI a total of
227,000 shares of GIS which shall be issued pursuant to Rule 144
of the Securities Act of 1933 with registration rights provisions
if all of the Class A and all of the Class B shares are tendered.
If not all of the SGI common shares are tendered then the number
of GIS shares transferred will be prorata to the number of SGI
shares tender relative to the total common shares of SGI
outstanding.
4. The closing date for this agreement is Tuesday, 30 May, 2000
at 4p.m. in the offices of Fasken, Martinenu and DuMoulin at 2100-
0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, X.X.
5. The schedule for payment of the cash amount defined in
Clause 1 will be:
On closing $400,000 of which $100,000 is accompanied
with this offer and is non-refundable unless this offer
is not accepted.
Second payment of $400,000.00 on or before Monday, 21
August, 2000.
Third payment of $401,581.00 on or before Monday, 20
November, 2000.
6. This offer is open for acceptance up to 4 p.m. on Friday 28,
Xxxxx, 0000. XXX Shareholders who sign their acceptance of this
offer on the following page are waiving the right as a minority
shareholder of SGI under an option agreement granted by X.X.
Xxxxxxxx to the minority shareholders for a thirty day period,
for one or more of them to match the offer.
7. All Preference Shares held by each Shareholder, or
beneficially held for the Shareholder, who sells his or her
Common shares under this Agreement shall provide such Performance
Shares to GIS at a price of $0.01 per share.
8. Security for the second and third cash payments will be free
trading shares of GIS, held in Trust, with a trading value of a
20% premium of cash payments outstanding.
9. Salaries deferred by shareholders of SGI, totaling
approximately $80,000 shall be settled by the issuance of GIS
shares at the market price of GIS but no more than US $1.50 per
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share (approx. 37,000 shares) which shall be issued pursuant to
Rule 144 of the Securities Act of 1933 with registration rights
provisions.
10. Interest due to the shareholders of SGI, approximately
$120,000, shall be settled by the issuance of GIS shares at the
market price of GIS but no more than US $1.50 per share
(approximately 55,000 shares) which shall be issued pursuant to
Rule 144 of the Securities Act of 1933 with registration rights
provisions.
This offer is made by Global Industrial Services Inc. and its
officers who have signed below confirm the terms and conditions
of the Agreement:
/s/ Xxxxx Xxxxx
Position: Chairman
Date: April 28th, 2000
Accepted by Shareholders of Stothert Group Inc.: Subject to Rider
Attached.
/s/ X.X. Xxxxx /s/ X.X. Xxxxx /s/X.X. Xxxxxx
X.X. Xxxxx X.X. Xxxxx X.X. Xxxxxx
for TRAK Consultants Inc.
/s/ X. Xxxx /s/ K.J. Charpentler /s/ J.R. Xxxxxx
G. Xxxx X.X. Charpentler J.R. Xxxxxx
/s/ R.A Rolier /s/ X.X. Xxxxxxxx 28 April, 2000
R.A. Rolier X.X. Xxxxxxxx Date:
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RIDER
1.0 The shares of Stother Group Inc. to be purchased pursuant to
Section 1 of the attached agreement shall exclude the 730,000
shares of Stothert held by a wholly owned subsidiary of Stothert,
J.R. Xxxxx. The purchaser shall acquire control of those shares
through the acquisition of the remaining shares of Stothert.
2.0 265,500 Class B shares of Stothert are held by 988650
Enterprise Ltd., a company held by some of the Vendors. An
advance of $300,000 is shown on the balance sheet of Stothert in
respect of these shares. At closing, in lieu of transferring
these Class B shares, the vendors will transfer all issued and
outstanding shares of 988650 Enterprise Ltd., free and clear of
all liens and encumbrances, which company shall have no
liabilities other than the $300,000 payable to Stothert and will
continue to hold the 265,500 shares of Stothert.
3.0 No reduction in purchase price, nor in shares of GIS will be
made under Sections 2 or 3 of the attached agreement in respect
of the matters referred to in Sections 1 and 2 of this rider.
All consideration under the agreement shall be paid to the
Vendors who are signatories to the attached agreement.
Initials: WDS DRL DDT GH JAK JRH
Confirmed and Accepted
Global Industrial Services Corporation
Per: ____________________________
Date: ___________________________
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