EXHIBIT 21
SHARE PURCHASE AGREEMENT
THIS AGREEMENT made as of the 1st day of March, 2004
BETWEEN
RENT SHIELD CORP., a company incorporated under the laws of the State
of Florida (hereinafter referred to as the "Purchase")
-and-
XXXXXX XXXXXXX, an individual residing at Xxx 000, Xxxxxx, Xxxxxxx, X0X
0XX (hereinafter referred to as the "Vendor")
-and-
XXXX XXXXXXX, an individual residing at 0000 Xxxxxxx Xx, Xxxxxxxxxxx,
Xxxxxxx, X0X 0X0 (hereinafter referred to as the "Xxxxxxx")
AND WEHREAS the Vendor owns 49% and Xxxxxxx owns 51% of the issued and
outstanding shares (hereinafter referred to as "the Shares") of SHIELD FINANCIAL
SERVICES (CANADA) INC. (hereinafter referred to as "Shield"), a corporation
incorporated under the laws of the Country of Canada;
AND WHEREAS the Vendor and Xxxxxxx represent and warrant to the Purchaser that
irrespective of share percentage ownership of Shield, that any and all Net
Revenues of Shield shall be allocated as follows: 99% of the Net Revenues shall
be allocated to the shares currently owned by Vendor (ie: the 49% shareholder)
and 1% of the Net Revenues shall be allocated to Xxxxxxx. Vendor and Xxxxxxx
represent and warrant to the Purchaser that right to 99% of all the Net Revenues
of Shield, following the purchase of the purchased Shares from Vendor by
Purchaser.
AND WHEREAS the Purchaser desires to purchase and the Vendor desires to sell to
the Purchaser, 49% of all the issued and outstanding Shares of Shield
(hereinafter referred to as the "Purchased Shares"), upon the terms and
conditions hereinafter set forth;
NOW THEREFORE, inconsideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:
Sale of Shield Shares
---------------------
1. The Vendor hereby sells to the Purchaser and the Purchaser hereby
purchases from the Vendor, the Purchased Shares, with effect from March
1, 2004.
Price
-----
2. The Purchaser shall pay or cause others to pay to the Vendor for the
Purchased Shares, a consideration of US$1.00.
Profit Sharing Agreement
------------------------
1. Shield, Xxxxxxx and Vender represent to Purchaser that any and all net
revenues fo Shield shall be disbursed as follows:
99% shall be allocated to Purchaser
1% shall be allocated to Xxxxxxx
Representation and Warrants
---------------------------
3. a. No representations and warranties are given by the Purchaser either
to Shield, Xxxxxxx or Vendor.
b. Both Shield, Xxxxxxx and Vendor represent and warrant to Purchaser
that the representations contained herein are accurate and that said
representations shall survive the closing.
c. Shield represents and warrants that it holds all the necessary
Insurance Brokers Licenses, as per Schedule "C".
d. Vendor represents and warrants that it owns 49% of the issued and
outstanding shares of Shield, and that the representations in 3(b) and
3(c) above are true and correct, and shall survive closing.
Closing Requirements
--------------------
4. On or prior to the closing of this transaction, the Vendor and or
Shield shall deliver to the Purchaser the following and the Purchaser
shall deliver to the Vendor and or Shield the following, as the case
may be:
a. The Purchaser shall deliver the shares referred to in
paragraph 2 above.
b. That Shield, Xxxxxxx and or Vendor has caused 49% of all
issued and outstanding shares of Shield to be issued in the
name of Purchaser.
c. That Shield has issued a corporate resolution indicating that
no further shares (both common and preferred) will be issued
by Shield, without the approval of Purchaser.
d. An acknowledgement by Shield that all shares owned by Vendor
are free and clear of any obligations to anyone third party.
That Vendor has fulfilled all obligations to Shield at that
time that said shares were transferred into Vendor by Shield
or other related parties.
Assignment
----------
5. Vendor hereby represents and warrants that it has not charged,
encumbered, transferred or dealt with in any manner whatsoever its
shares in Shield and hereby assigns and set over to Purchaser all of
its right, title and interest in and to 49% of all issued and
outstanding common shares of Shield under the terms contained herein,
including all rights of ownership and assignment.
IN WITNESS WHEREOF the parties hereto have executed this Agreement under the
hands of their duly authorized signing officers, this 1st day of March, 2004.
RENT SHIELD CORP. SHIELD FINANCIAL SERVICES
(CANADA) INC.
per: /s/ [ILLEGIBLE] per: /s/ [ILLEGIBLE]
------------------------------ -----------------------------
Authorized Signing Authority Authorized Signing Authority
/s/ Xxxxxx Xxxxxxx /s/ Xxxx Xxxxxxx
----------------------------------- ---------------------------------
XXXXXX XXXXXXX XXXX XXXXXXX
