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Title: |
Share Purchase Agreement |
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Date: |
2003 |
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Size: |
Preview shows 6KB of 26KB total |
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Price: |
$37 |
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ID: |
#1324514 |
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SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT (this "Agreement") effective as of the rd day of March, 2003, by and between Millennium Capital Venture Holdings, Inc., a public reporting company incorporated under the laws of the State of Delaware corporation ("Millennium"), Bruno Desmarais, an individual residing in the Province of Quebec, Canada ("Desmarais") and MADA Multimedia Inc., a private Quebec corporation ("MADA"), and Mario Drolet, an individual residing in the Province of Quebec, Canada ("Drolet") and the shareholders of MADA (the "MADA Shareholders") collectively herein called the Parties.
WHEREAS, Millennium wishes to acquire all, or substantially all, of the issued and outstanding shares of common stock of MADA, which are held by the MADA Shareholders;
WHEREAS, the MADA Shareholders desire to exchange their shares of MADA for shares of Millennium;
WHEREAS, Desmarais is a shareholder in Millennium;
WHEREAS, Desmarais wishes to sell 2,000,000 of his shares of common stock of Millennium (the "Millennium Shares");
WHEREAS, Drolet wishes to have an option to purchase the Millennium Shares in exchange for $350,000 US (the "Millennium Share Purchase Price");
WHEREAS, the Parties wish to define the terms and conditions required for closing and to make provision for an escrow agent effect the closing of the transactions as contemplated in this Share Exchange Agreement.
NOW THEREFORE in consideration of the agreements set forth below and other good and valuable consideration, the Parties agree to enter into this Agreement and to take any and all actions to fulfill the terms of this Agreement.
1. DEFINITIONS
A. "Contracts" shall mean all contracts, agreements, undertakings, indentures, notes, bonds, loans, instruments, leases, mortgages, commitments or other binding arrangements.
B. "Material Adverse Effect" shall mean a material adverse effect on the assets, liabilities, business, property, operations, prospects, results of operations or condition (financial or otherwise) of the relevant Person.
C. "Permits" shall mean all licenses, permits, orders, approvals, registrations, authorizations, qualifications and filings with and under all Federal, state, local or foreign laws and governmental or regulatory bodies.
D. "Person" shall mean any individual, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, governmental, judicial or regulatory body or other entity.
2. SHARE PURCHASE AND SHARE EXCHANGE
On the basis of the representations and warranties herein contained, subject to the terms and conditions set forth herein, the parties each agree to the following transactions:
A. The MADA Shareholders shall sell to Millennium all of their respectively owned shares of common stock of MADA (the "MADA Shares") for the aggregate purchase price of $1,000 USD ("MADA Share Purchase Price").
B. Desmarais shall grant to Drolet the option to purchase the Millennium Shares in exchange for payment of the Millennium Share Purchase Price pursuant to the terms of payment set forth in paragraphs 3.A.1 and 4.A below.
3. CLOSING
A. Subject to the conditions set forth in this Agreement, the closing of the transactions contemplated by this Agreement (the "Closing"), which shall take place on or before the fifteenth (15th) day from the date of Millennium's receipt of the approval described in paragraph 8.A hereof, or such other date agreed to between the parties (the "Closing Date"), are:
(1) Delivery by the MADA Shareholders to Millennium of stock certificates representing all of the issued and outstanding MADA Shares, with such powers of attorney, corporate resolutions and medallion signature guarantees as necessary to effect the transfer of such MADA Shares to Millennium.
(2) Delivery by Millennium of the MADA Share Purchase Price.
(3) Delivery by Desmarais to Drolet a signed Option Agreement, which shall grant to Drolet an option to purchase the Millennium Shares.
(4) Millennium shall appoint two individuals as identified by Drolet to the Millennium Board of Directors, bringing the total number of members of the Millennium Board of Directors to five (5).
4. REPRESENTATIONS AND WARRANTIES OF MILLENNIUM AND DESMARAIS
Millennium and Desmarais hereby represent and warrant to the MADA Shareholders and Drolet that:
A. Organization. Millennium is a corporation duly organized, validly existing and in good standing, under the laws of the State of Delaware with all requisite power and authority to enter into, and perform its obligations under this Agreement. Millennium is duly qualified or otherwise authorized as a foreign corporation to transact business and is in good standing in each jurisdiction in which it transacts business.
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