EXHIBIT 10.4
SHARE PURCHASE AGREEMENT
THIS AGREEMENT is dated for reference the 3lst day of March, 1999 between Lari
Acquisition Company, Inc., (the "Purchaser"), Lari Corp. ("Lari") and Jill
Schulman, a businesswoman (the "Vendor").
WHEREAS:
A. There are 100 shares issued and outstanding in the capital of Heritage
Alternatives, Inc., a company incorporated under the laws of the State of
California (the "Company");
B. the Vendor is the registered and beneficial owner of 5 shares in the
capital of the Company (the "Shares");
C. The 95 remaining shares in the capital of the Company (the "Remaining
Shares") are being purchased by the Purchaser and Lari pursuant to a
purchase agreement dated March 31, 1999 (the "Remaining Share Purchase
Agreement"); and
D. The Vendor has agreed to sell the Shares to the Purchaser and the Purchaser
has agreed to purchase the Shares from the Vendor.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained
in this Agreement and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. PURCHASE AND SALE OF SHARES
The Vendor hereby sells and transfers to Lari through the Purchaser, and Lari
through the Purchaser hereby purchases and acquires from the Vendor, all the
Vendor's right, title and interest in and to the Shares.
2. PURCHASE PRICE
The Purchaser hereby agrees to pay to the Vendor $54,137.00 (the "Purchase
Price") for the Shares.
3. PAYMENT OF PURCHASE PRICE
The Purchaser will pay the Purchase Price on March 31, 1999, or such other date
as the parties may agree (the "Closing Date") as follows:
(a) the sum of $2,238.00 by way of a solicitors' cheque payable to City
National Bank, 400 North Roxbury Drive, Beverly Hills, CA, 90210 (the
"Escrow Agent"), in trust for the benefit of the Vendor (the "Escrow
Agent");
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(b) 1,874 shares of common stock of Lari (the "Lari Shares") issued by
Lari to the Vendor and delivered to the Escrow Agent, in trust for the
benefit of the Vendor; and
(c) the sum of $42,529 by way of an undivided 0.2238368% interest to the
Vendor in a promissory note ("Note"), in the form attached as Schedule
"A" to this Agreement, delivered to the Escrow Agent, in trust for the
benefit of the Vendor.
4. VENDOR'S DOCUMENTS DELIVERED AT CLOSING
On the Closing Date, the Vendor will deliver or cause to be delivered to the
Purchaser the share certificate representing the Shares, duly endorsed for
transfer.
5. VENDOR'S WARRANTIES AND REPRESENTATIONS
5.1 The Vendor represents, warrants and covenants to the Purchaser as
follows:
(a) the Vendor is the registered and beneficial owner of the Shares;
(b) the Shares are validly issued and outstanding as fully paid and
non-assessable in the capital of the Company and are free and clear of
all liens, charges and encumbrances;
(c) the Vendor has good and sufficient right and authority to enter into
this Agreement and to transfer legal and beneficial title and
ownership of the Shares to the Purchaser;
(d) the Vendor has not previously entered into a binding agreement for the
sale of, or the granting of an option to purchase the Shares;
(e) the Vendor is not indebted to the Company and the Company is not
indebted to the Vendor;
(f) the Vendor has not relied on any representations, understandings or
other inducements not expressly set forth in this Agreement;
(g) the Vendor has been fully advised by independent legal counsel
concerning the terms and effect of this Agreement;
(h) the Vendor enters into this Agreement voluntarily, without duress or
undue influence;
(i) the Vendor has the legal capacity, power and authority to hold the
Lari Shares and the Note (collectively, the "Securities") to bc owned
by her on the Closing Date;
(j) the Vendor is accepting the Securities as the Purchase Price as set
out in Subsection 3(b) only for investment purposes on her own account
and not for the purpose of selling the Securities in connection with
any distribution of the Securities.
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The Vendor acknowledges that the Lari Shares are subject to resale
restrictions and, for this reason, shall display the legend,
substantially in the form as follows:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT'). THE HOLDER HEREOF, BY PURCHASING SUCH
SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH
SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO
THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE
904 OF REGULATION S UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED
STATES IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT OR RULE
144 UNDER THE SECURITIES ACT, IF APPLICABLE, OR (D) IN A TRANSACTION
THAT IS OTHERWISE EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT
AND APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT PRIOR TO SUCH SALE
THE CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL OF
RECOGNIZED STANDING, IN FORM AND SUBSTANCE SATISFACTORY TO IT, AS TO
THE AVAILABILITY OF AN EXEMPTION."
(k) the Vendor acknowledges that the Lari Shares to be received by the
Vendor on the Closing Date were not advertised in printed media of
general and regular paid circulation, radio or television;
(l) the Vendor is an "accredited investor" as such term is defined in Rule
501 of Regulation D promulgated by the Securities and Exchange
Commission under the Securities Act of 1933, as amended (U.S.); and
(m) the Vendor is a resident at the following address:
735 Warner Avenue
Los Angeles, CA 90024
(n) The Vendor will indemnify the Purchaser against any loss or damage
sustained by the Purchaser, directly or indirectly, by reason of a
breach of any of the warranties or representations set forth in this
Section 5. The Vendor acknowledges that the Purchaser has entered into
this Agreement relying on the warranties and representations and other
terms and conditions of this Agreement and that no information which
is now known or which may hereafter become known to the Purchaser or
its professional advisers will limit or extinguish the obligation to
indemnify hereunder.
(o) The representations, warranties, covenants and agreements contained in
the Agreement and in any certificates and documents delivered in
connection herewith will be true at and as of the Closing Date and
will survive the Closing
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Date, the purchase and sale contemplated herein and any
re-organization or amalgamation of any party hereto.
6. CONDITIONS OF CLOSING
The obligation of the Purchaser and Lari to complete the sale and purchase of
the Shares is subject to the following terms and conditions for the exclusive
benefit of the Purchaser and Lari, to be fulfilled or performed at or prior to
the Closing Date or waived by the Purchaser and Lari at their sole discretion;
(a) The transactions contemplated in the Remaining Share Purchase
Agreement have been completed and the Purchaser is the registered and
beneficial owner of the Remaining Shares of the Company;
(b) The Vendor has entered into an escrow arrangement with the Escrow
Agent on terms and conditions which are satisfactory to the Purchaser,
Lari and the Company;
(c) The Vendor has executed the Certificate of Accredited Investor
attached as Schedule "B" to this Agreement; and
(d) The Vendor has executed a release agreement attached as Schedule "C"
to this Agreement.
7. MISCELLANEOUS
7.1 This Agreement shall be governed by and construed in accordance with
the laws of the State of California. Any dispute arising out of or in
connection with this Agreement, including any question regarding its
existence, validity or termination, shall be referred to and finally
resolved by arbitration under the rules of the American Arbitration
Association which rules are deemed to be incorporated by reference
into this clause. The number of arbitrators shall be one. The place of
arbitration shall be Los Angeles, California. The language of
arbitration shall be English. The parties expressly waive and forego
any right to punitive, exemplary or other similar damages unless an
applicable statute requires the award of such damages or that
compensatory damages be increased in a specified manner. This
provision is not intended to apply to any award of arbitration costs
to a party to compensate for dilatory or bad faith conduct in the
arbitration pursuant to this paragraph. The prevailing parties shall
also be entitled to an award of reasonable attorneys' fees.
7.2 The Vendor will execute and deliver all such further documents and
instruments and do all acts and things the Purchaser may require to
carry out the full intent and meaning of this Agreement and to assure
the Purchaser the transfer of the Shares.
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7.3 This Agreement constitutes the entire agreement and understanding of
the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings of the parties with
respect to the subject matter hereof.
7.4 This agreement will be binding upon and inure to the benefit of, and
be enforceable by, the parties hereto and their respective permitted
successors, assigns, heirs, executors and administrators.
7.5 The Vendor will not assign her rights or obligations provided by this
Agreement without the prior written consent of the Purchaser. Prior to
the full payment of the Purchase Price, the Purchaser will not be
entitled to assign any of its respective rights and obligations
provided by this Agreement without prior written consent of the
Vendor.
7.6 Any notice or other communication required or permitted to be given
hereunder shall be in writing and delivered or sent by telefax and, if
telefaxed, shall be deemed to have been received on the next business
day following transmittal and acknowledgment of receipt by the
recipient's telex machine or if delivered by hand shall be deemed to
have been received at the time it is delivered. Notices addressed to
an individual shall be validly given if left on the premises indicated
below. Notice of change of address shall also be governed by this
Subsection 7.6. Notices shall be delivered or addressed as follows:
If to the Purchaser and Lari, to:
Brent Lokash
Barrister & Solicitor
1708-808 Nelson Street
Vancouver, B.C. V6Z 2H2
Fax: (604) 681-9579
If to the Vendor:
Jill Schulman
735 Warner Avenue
Los Angeles, California
U.S.A. 90024
7.7 In the event that any one or more of the provisions of this Agreement
should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions
contained herein will not in any way be affected or impaired thereby.
7.8 Time will be of the essence of this agreement
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7.9 The captions and headings of the sections and the subsections in this
Agreement have been inserted as a matter of convenience and reference
only.
7.10 Whenever the singular or the masculine are used in this Agreement the
same will be deemed to include the plural or the feminine or the
corporate where the context or the parties so require.
7.11 All dollar amounts referred to in this Agreement are stated in United
States of America currency, unless otherwise expressly stated.
7.12 This Agreement may be executed in any number of counterparts, each of
which will be treated as an original but all of which, collectively,
will constitute a single instrument. This Agreement will be binding
once signed and delivered and a signature by facsimile, will be deemed
to be execution and delivery.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first hereinabove written.
LARI ACQUISITION COMPANY, INC.
Per: /s/ Suzanne L. Wood
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Authorized Signatory
LARI CORP.
Per: /s/ Suzanne L. Wood
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Authorized Signatory
SIGNED, SEALED AND DELIVERED by )
JILL SCHULMAN in the presence of: )
)
)
/s/ [Illegible] )
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Witness )
)
10529 Melvin Ave, Northridge, CA 91326 ) /s/ Jill Schulman
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Address ) JILL SCHULMAN
)
Sales )
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Occupation )
