Attached files
Exhibit 2.1
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement, dated as of September 1, 2014 (this "Agreement"),
is by and among (i) Empire Global Corp., a Delaware corporation with its
principal place of business at 130 Adelaide St. West, Suite 701 Toronto,
Ontario, M5H 2K4 ("Empire"), and (ii) World Hosts Financiers Limited a company
incorporated under the laws of the British Virgin Islands with company
registration number 1745291 and having its registered office at Craigmuir
Chambers, Road Town, Tortola, British Virgin Islands and Tony Antoniadis and
James Colin Anthony together hereinafter referred to as "the Sellers" are
represented by their respective authorised directors Alliance Trust Company
Limited.
Empire and the Sellers are collectively hereinafter referred to as the "Parties"
or each individually a "Party".
RECITALS
WHEREAS Empire is a fully reporting company governed under the Securities
Exchange Act (the "Act") and regulated by the Securities and Exchange Commission
(SEC) in the United States of America. Its shares of common stock are traded
publicly on the OTCQB under the symbol EMGL and Empire is current in its public
filing requirements;
WHEREAS, Empire desires to purchase and the Sellers desire to sell to Empire the
shares of Streamlogue, Holdings Ltd. as hereinafter defined, each on the terms
and subject to the conditions as set forth in this Agreement;
WHEREAS, concurrently with the execution of this Agreement, and as a condition
and inducement to the Seller's willingness to enter into this Agreement, Empire
has provided a guarantee in favor of the Sellers (the "Guarantee"), which
Guarantee provides, subject to the terms and conditions contained therein, for a
guarantee by Empire of certain obligations of Empire under this Agreement to the
extent expressly provided therein;
WHEREAS, the Board of Directors of Empire has determined that it is advisable
and in Empires' best interests to effect an acquisition of Streamlogue Holdings
Ltd. from the Sellers on the terms and subject to the conditions as set forth in
this Agreement and such Board has approved and adopted the terms and conditions
of this Agreement;
WHEREAS the Sellers are shareholders in Streamlogue Holdings Ltd., a company
incorporated under the laws of Malta with company registration number C 56752
and having its registered office at Level 1, Suite No. 5, Tower Business Centre,
Tower Street, Swatar, Malta. (hereinafter referred to as "Streamlogue");
WHEREAS the Sellers own 1,199 out of 1,200 total issued and outstanding ordinary
A shares in Streamlogue, therefore representing 99.99% of the total ownership in
Streamlogue (hereinafter referred to as the "Holding"). Each share is 20% paid
up and has a nominal value of EUR 1 per share. The remaining share is held by
Alliance Trust Company Limited and is a non-voting and non-participating share
(otherwise known as non-dividend distributing);
WHEREAS Streamlogue owns 39,999 shares or 99.99% of the issued and outstanding
shares of Streamlogue Services Ltd, ("Services Ltd.") a Maltese corporation
holding Lotteries and Gaming Authority licence number LGA/CL4/922/2013 and
99,999 shares or 99.99% of the issued and outstanding shares of Streamlogue
Operations Ltd, ("Operations Ltd.") a Maltese corporation holding Lotteries and
Gaming Authority licence number LGA/CL1/922/2013. The Sellers represent and
warrant that as at the date of this Agreement both licences are in good
standing;
WHEREAS the Parties have agreed, that the officers and directors of Streamlogue
shall remain the officers and directors until the Closing Date and that Empire
shall assume financial responsibility and management from September 1, 2014 and
shall appoint new officers and directors of Streamlogue at the Closing Date;
WHEREAS the Parties have agreed, that they have mutually entered into this
Agreement which sets out definitive terms, with payments and closing to be made
on a reasonable efforts basis on such dates and times as set forth below, the
extension of which shall not be unreasonably withheld subject to all regulatory
approvals which may be required for the purpose of so disposing/acquiring the
Holding and the completion of a due diligence process initiated by Empire,
whereby Empire will acquire the Holding (all of the shares) of the Sellers in
Streamlogue; and
WHEREAS, the sale of Streamlogue to Empire on the terms and subject to the
conditions as set forth in this Agreement in accordance with the terms and
conditions of Sellers and applicable Maltese law is subject to approval of the
Lotteries and Gaming Authority of Malta ("LGA").
NOW, THEREFORE, in consideration of the premises and of the mutual agreements,
representations, warranties and covenants herein contained, and other good and
valuable consideration, the receipt and adequacy is hereby acknowledged, the
parties to this Agreement do hereby agree that the Recitals above are true and
correct and form part of this Agreement and as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. Capitalized terms defined shall have the meanings set forth in
this Agreement.
ARTICLE II
CONTRIBUTION AND RECEIPT
2.1 Contribution and Receipt of Streamlogue Shares. On the Closing Date (as
such capitalized terms is defined in section 8.1), in accordance with the
provisions of this Agreement and applicable law, the Sellers will
contribute, assign, transfer and convey to Empire, and Empire will acquire
and receive, 1,199 shares of Streamlogue or 100% of the Holding (the
"Streamlogue Shares") free and clear of all liens and encumbrances of any
kind whatsoever (the "Exchange Transaction").
ARTICLE III
CONSIDERATION
3.1 Amount of Consideration. In consideration for the contribution, assignment,
transfer and conveyance of the Streamlogue Shares to Empire by the Sellers
pursuant to section 2.1, Empire shall pay and deliver, on or before the
Closing Date, subject to the terms and conditions contained therein, in
four tranches as follows:
Cash Payments (the "Cash Consideration");
a. First Payment Tranche: the amount of EUR 125,000 (one hundred twenty
five thousand Euro)
b. Second Payment Tranche: the amount of EUR 125,000 (one hundred twenty
five thousand Euro)
c. Third Payment Tranche: the amount of EUR 350,000 (three hundred five
hundred thousand Euro)
Stock Payments (the "Equity Consideration")
d. Fourth Payment Tranche: A number of shares of Common Stock which shall
have a value equivalent to EUR 350,000 (three hundred fifty thousand
Euro) subject to the Value of Equity Consideration as defined in
section 5.12, on the Closing Date of the Share Purchase Agreement (the
"strike off date") paid to James Colin Anthony and Tony Antoniadis (in
proportions subsequently to be fixed). Empire will issue such number of
shares (each, an "Exchange Share") of the common stock, par value
$0.0001 per share of Empire (the "Empire Common Stock"), as shall equal
the value of the Equity Consideration. The approximate percentage of
the total number of shares of Empire Common Stock outstanding, on a
Fully Diluted Basis (as such capitalized term is defined in section
3.3) to be determined on the Closing Date. The Equity Consideration
issued to the Sellers shall be subject to a 12 month Hold Period as
required by SEC regulations in effect on the Closing Date (the "Hold
Period") as defined in section 4.11.
3.2 Payment Due Dates. Payment of each tranche as set forth in section 3.1 are
due as follows:
a. The First Payment Tranche of the Cash Consideration paid to the
accounts of Streamlogue Holding Ltd. by Wednesday August 6, 2014 as
accepted by the Board of Directors of Empire;
b. The Second Payment Tranche of the Cash Consideration shall be paid to
the accounts of Streamlogue Holding Ltd., in instalments as required,
commencing from September 1, 2014 but no later than September 30, 2014
or sooner if practicable;
c. The Third Payment Tranche of the Cash Consideration shall be paid to
the accounts of Streamlogue Holding Ltd. immediately upon completion of
satisfactory due diligence and PCAOB audit of the financial statements
prepared in the generally accepted accounting principles of the United
States as required by the SEC and is contemplated by September 30, 2014
(the "Closing Date" as hereinafter defined) or sooner if practicable;
and
d. The Fourth Payment Tranche of the Equity Consideration, is due
contemporaneously with, but no later than 30 days after, the Third
Payment Tranche (the "Final Payment").
3.3 Final Payment. Immediately upon receipt of the Final Payment but no later
than 30 days after the Final Payment is received by the Sellers or attorney
for the Sellers, the Sellers or Sellers attorney shall file a notice of
transfer of title of the Holding to Empire as a wholly owned subsidiary and
do all things necessary to complete and register the transfer by filing a
transaction note (Form T) registering the transfer of the Holding will be
submitted to the Registry of Companies at the Malta Financial Services
Authority. For all intents and purposes, the transaction note shall be
binding on both Parties.
3.4 Fully Diluted Basis Defined. For purposes of this Agreement, the
capitalized term "Fully Diluted Basis" shall mean the number of shares of
Empire Common Stock that would be, as of the applicable date, outstanding
if all derivative securities of Empire if any, including, without
limitation, warrants, options, rights, convertible debt, convertible
securities and exchange securities then outstanding were exercised,
converted or exchanged for shares of Empire Common Stock in accordance with
the terms of such derivative securities.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLERS
Sellers represent, warrant and acknowledge to and covenants and agrees
with Empire as follows:
4.1 Corporate Status; Authority. The Sellers:
(i) have legal capacity to execute, deliver and perform the Sellers'
obligations under this Agreement; and the consummation of the
transactions contemplated by this Agreement, including, without
limitation, the Exchange Transaction, have been duly authorized by
all necessary action on the part of the Sellers and Streamlogues'
equity owners and this Agreement constitutes the valid and legally
binding obligation of the Sellers, enforceable against the Sellers in
accordance with its terms, except as the same may be limited by
bankruptcy, insolvency, reorganization or other laws affecting the
enforcement of creditors' rights generally now or hereafter in effect
and subject to the application of equitable principles and the
availability of equitable remedies;
(ii) are the lawful owners of and have the full right, power, and
authority to sell, assign, transfer and convey to Empire all of the
Holding free and clear of all liens, encumbrances, claims or rights
of every kind and nature whatsoever in accordance with the terms of
this Agreement and the sale, assignment, transfer and conveyance of
the Holding in accordance with the terms of this Agreement will
transfer good, valid and marketable title thereto free and clear of
all liens, encumbrances, claims or rights of every kind and nature
whatsoever.
4.2 Valid Issuance. The shares of Streamlogue have been duly authorized, are
validly issued and outstanding, 20% paid-up and non-assessable, and no
liability attaches to the holders of the shares of Streamlogue. In
accordance with LGA requirements, the shares in the licenced entities are
fully paid at EUR 40,000 for Streamlogue Services Ltd and EUR 100,000 for
Streamlogue Operations Ltd. Streamlogue is owned by the Sellers free and
clear of any and all restrictions, liens, claims, or encumbrances or rights
of third parties of any nature whatsoever; there are no existing options,
warrants, calls, or commitments on the part of the Sellers (or, to the best
knowledge of the Sellers, any other person or entity) of any character
relating to the shares of Streamlogue; and no voting agreements or
restrictions of any kind affect the rights of any of the shares of
Streamlogue or the holders of all or any portion of Streamlogue.
4.3 Conduct of Streamlogue Business. The Sellers shall maintain the business of
Streamlogue in good standing including the renewal, assignment, relocation
or amendment to its LGA licences provided however, that such renewal,
assignment, relocation or amendment is conducted in the normal course of
business. Effective immediately on the date of this Agreement, Empire shall
assume financial responsibility and management over Streamlogue expenses to
maintain operating procedures and effectiveness and to conform to the
proposed cost reducing budget until the Closing Date.
4.4 Consents and Approvals, No Conflicts.
(a) The acceptance, execution and delivery of this Agreement by Sellers do
not, and the performance by the Sellers of their obligations under
this Agreement upon acceptance by the Sellers, will not require any
consent, approval, authorization or other action by, or filing with or
notification to, any governmental or regulatory authority, except
where failure to obtain such consent, approval, authorization or
action, or to make such filing or notification, would not prevent the
Sellers from performing any of Sellers' material obligations under
this Agreement and would not have a Material Adverse Effect (as such
capitalized term is defined in section 10.17) on Streamlogue. It is
acknowledged by both Parties that this Agreement is subject to
approval of the LGA, and;
(b) The acceptance, execution, delivery and performance of this Agreement
by the Sellers and the other agreements and documents to be executed,
delivered and performed by the Sellers pursuant to this Agreement and
the consummation of the transactions contemplated by this Agreement
and thereby by the Sellers, including, without limitation, the
Exchange Transaction, do not and will not conflict with, violate or
result in a breach or termination of any provision of, or constitute a
default under (or event which with the giving of notice or lapse of
time, or both, would become a default under) any law, rule,
regulation, order, writ, judgment, injunction, decree, determination
or award applicable to the Sellers or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in
the creation of any lien or encumbrance on any of the assets or
properties of the Sellers pursuant to, any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or
other instrument relating to such assets or properties to which the
Sellers are a party or by which any of such assets or properties is
bound, except as would not prevent the Sellers from performing any of
the Sellers' material obligations under this Agreement and would not
have a Material Adverse Effect on the Sellers or the Sellers' assets.
4.5 Absence of Litigation. As of the date hereof, there is no action, claim,
suit, proceeding or governmental investigation pending or, to the knowledge
of the Sellers, threatened, that would, individually or in the aggregate,
result in a Material Adverse Effect upon the Sellers and/or Streamlogue.
4.6 Investment Intent. The Sellers are acquiring the Exchange Shares for the
Sellers' own account, for investment only and not with a view to, or for
sale in connection with, a distribution thereof or any part thereof, within
the meaning of the Securities Act of 1933, as amended (the "Securities
Act"), and the rules and regulations promulgated thereunder, or any
applicable state securities or blue-sky laws.
4.7 Investor Status. The Sellers are each an accredited investor as such term
is defined under Regulation D ("Regulation D") promulgated under the
Securities Act; and, if there should be any material change in such status
prior to the Closing, Sellers will immediately advise Empire of such change
in accredited investor status.
4.8 Intent to Transfer. The Sellers are each not a party or subject to or bound
by any contract, undertaking, agreement or arrangement with any person to
sell, transfer or pledge the Exchange Shares or any part thereof to any
person, and has no present intention to enter into such a contract,
undertaking, agreement or arrangement.
4.9 Receipt of Disclosures. Sellers acknowledge receipt of Empires' (a) Annual
Report on Form 10-K for the fiscal year ended December 31, 2013, including
all exhibits thereto, (b) Quarterly Reports on Forms 10-Q for the quarters
ended March 31, and June 30, 2014 including all exhibits thereto, (c) all
Current Reports on Form 8-K filed up to the date of Closing, including all
exhibits thereto, and (d) Annual Report on Form 10-K for the fiscal year
ended December 31, 2012, including all exhibits thereto; each as filed with
the U.S. Securities and Exchange Commission (collectively, the "Empire SEC
Reports"); and Sellers have read the Empire SEC Reports, including all
exhibits thereto, and understands the contents of the Empire SEC Reports.
4.10 Absence of Undisclosed Liabilities. Streamlogue has no material liabilities
or obligations, absolute or contingent (individually or in the aggregate),
except as set forth in the Streamlogue financial statements audited for the
years ended December 31, 2013 and 2012 and unaudited for the period ended
June 30, 2014 delivered by the Sellers (collectively, the "Streamlogue
Financial Statements"), or as incurred in the ordinary course of business
after the respective dates of the Streamlogue Financial Statements.
Pursuant to this section 4.10, the Sellers agree to waive any and all
shareholder's loans paid to Streamlogue or its subsidiaries.
4.11 Offering Exempt from Registration; Empires' Reliance. The Sellers have been
advised by Empire that:
(i) the Exchange Shares have not been registered under the Securities Act
or under the laws of any state on the basis that the issuance thereof
is exempt from such registration;
(ii) Empires' reliance on the availability of such exemption is, in part,
based upon the accuracy and truthfulness of the Sellers'
representations contained in this Agreement;
(iii) as a result of such lack of registration, none of the Exchange Shares
may be resold or otherwise transferred or disposed without
registration pursuant to or an exemption therefrom is available under
the Securities Act and such state securities laws. Notwithstanding
the immediately preceding sentence, the Exchange Shares may not be
sold in any event less than 12 months from the Closing Date; and
(iv) in furtherance of the provisions of this paragraph 4.11, all of the
certificate(s) representing the Exchange Shares shall bear a
restrictive legend substantially in the following form.
"THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES HAVE BEEN
ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE,
AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER OF THESE SHARES TO THE EFFECT THAT
REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS"
4.12 Sophistication of Sellers. The Sellers, through each of their agents,
employees and professional advisors (including, without limitation, the
Sellers' attorneys and outside accountants), has evaluated the merits and
risks of consummating the transactions contemplated by this Agreement,
including, without limitation, the Exchange Transaction, and acquiring the
Exchange Shares and has such knowledge and experience in financial and
business matters that the Sellers are capable of evaluating the merits and
risks of consummating such transactions, including, without limitation, the
Exchange Transaction, and acquiring the Exchange Shares, are aware of and
have considered the financial risks and financial hazards of consummating
such transactions, including, without limitation, the Exchange Transaction,
and acquiring the Exchange Shares, and are able to bear the economic risk
of consummating such transactions, including, without limitation, the
Exchange Transaction, and acquiring the Exchange Shares, including the
possibility of a complete loss with respect thereto.
4.13 Access to Information. The Sellers have had access to such information
regarding the business and finances of Empire, and have been provided the
opportunity to discuss with Empires' management the business, affairs and
financial condition of Empire and such other matters with respect to Empire
as would concern a reasonable person considering the transactions
contemplated by this Agreement and/or concerned with the operation of
Empire, including, without limitation, pursuant to meetings and/or
discussions with management of Empire.
4.14 No Guarantees. Except as set forth in section 5.12, it has never been
represented, guaranteed or warranted to the Sellers by Empire, or by any of
Empires' officers, directors, agents, representatives or employees, or any
other person, expressly or by implication, that:
(i) any gain will be realized by the Sellers from the Sellers' investment
in the Exchange Shares;
(ii) except for the Hold Period, there will be any approximate or exact
length of time that the Sellers will be required to remain as a
holder of the Exchange Shares; or
(iii) the past performance or experience on the part of Empire, its
predecessors or of any other person, will in any way indicate any
future results of Empire.
4.15 High Degree of Investment Risk. That the acquisition of the Exchange Shares
involves a high degree of risk and may result in a loss of the entire
amount invested; that Empire has limited working capital and limited
sources of financing available; and that there is no assurance that
Empires' operations, including the operations of Streamlogue following the
consummation of the Exchange Transaction, will be profitable in the future.
4.16 Address and Principal Place of Business. The address set forth at the
beginning of this Agreement are the Sellers' true and correct addresses and
principal places of business, respectively, and the Sellers have no present
intention of changing his individual or collective jurisdiction or
principal place of business.
4.17 No Purchaser Representative. The Sellers have not authorized any person or
institution to act as the Sellers' "purchaser representative" (as such term
is defined in Rule 501 of Regulation D) in connection with the Sellers'
acquisition of the Exchange Shares pursuant to this Agreement.
4.18 No General Solicitation. The Sellers have not received any general
solicitation or general advertising regarding the acquisition of any of the
Exchange Shares.
4.19 No Finder. There is no finder in connection with the transactions
contemplated by this Agreement.
4.20 Compliance with Law. Except as would not, individually or in the aggregate,
have a Material Adverse Effect upon the Sellers and/or Streamlogue, neither
the Sellers, Streamlogue, nor any of their respective heirs, assigns or
subsidiaries is in violation of, or in default under, any law, in each
case, applicable to the Sellers and/or Streamlogue or any of their
respective subsidiaries or any of their respective assets and properties.
4.21 Subsidiaries. Streamlogue owns 39,999 shares or 99.99% of Streamlogue
Services Ltd., and 99,999 shares or 99.99% of Streamlogue Operations Ltd.
4.22 Full Disclosure. The representations, warranties and other statements of
the Sellers in this Article IV and the other documents, certificates and
written statements furnished to Empire by or on behalf of the Sellers
pursuant to this Agreement, taken as a whole, do not contain any untrue
statement of a material fact or omit to state a material fact specific to
the Sellers' business, plans, results of operations and/or financial
condition, and not generally available to a sophisticated acquirer of a
business similar in nature to the actual and planned business operations of
the Sellers, necessary in order to make the representations, warranties and
other statements of the Sellers contained in this Agreement or such other
documents, certificates and written statements not misleading.
4.23 Resignations. Immediately upon receipt of the Final Payment, Seller will
cause Tony Antoniadis and James Colin Anthony to resign as directors, legal
representatives and officers of Streamlogue; Services Ltd.; and Operations
Ltd. on a Form of Resignation attached hereto as Exhibit 17.1 at the
Closing.
4.24 No Other Representations, Warranties, Covenants or Agreements of Sellers.
Except as set forth in this Agreement, or the documents referred to in this
Agreement, the Sellers have not made any representation, warranty, covenant
or agreement with respect to the matters contained in this Agreement.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF EMPIRE
Empire represents, warrants and acknowledges to and covenants and agrees with
the Sellers as follows:
5.1 Corporate Status; Authority. Empire Global Corp.:
(i) is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware;
(ii) has all necessary corporate power and authority to carry on the
business of Empire as it is now being conducted, and
(iii) is duly licensed or qualified and in good standing as a foreign
corporation authorized to do business in each jurisdiction wherein
the character and/or the nature of the activities conducted by Empire
makes such licensing or qualification necessary, except where the
failure to be so licensed or qualified and in good standing would not
prevent Empire from performing any of its material obligations under
this Agreement and would not have a Material Adverse Effect on
Empire.
5.2 Authority of Agreement. Empire has the power and authority to accept,
execute and deliver this Agreement and, upon acceptance by the Sellers, to
carry out Empires' obligations under this Agreement; and the execution,
delivery and performance by Empire of this Agreement and the consummation
of the transactions contemplated by this Agreement have been duly
authorized by all necessary corporate action on the part of Empire and this
Agreement, upon acceptance by the Sellers, constitutes the valid and
legally binding obligations of Empire enforceable against Empire in
accordance with its terms, except as the same may be limited by bankruptcy,
insolvency, reorganization or other laws affecting the enforcement of
creditors' rights generally now or hereafter in effect and subject to the
application of equitable principles and the availability of equitable
remedies; each of the Exchange Shares to be issued pursuant to this
Agreement, upon issuance in accordance with the terms of this Agreement,
will be validly authorized, fully paid and non-assessable.
5.3 Consents and Approvals; No Conflict.
(a) The acceptance, execution and delivery of this Agreement by Empire
does not, and the performance by Empire of its obligations under this
Agreement, upon acceptance by the Sellers, will not, require any
consent, approval, authorization or other action by, or filing with or
notification to, any governmental or regulatory authority, other than
in connection with state securities or "blue sky" laws, except where
failure to obtain such consent, approval, authorization or action, or
to make such filing or notification, would not prevent Empire from
performing any of its material obligations under this Agreement and
would not have a Material Adverse Effect on Empire; and
(b) The acceptance, execution, delivery and performance of this Agreement
by Empire and the other agreements and documents to be executed,
delivered and performed by Empire pursuant to this Agreement and the
consummation of the transactions contemplated by this Agreement and
thereby by Empire, including, without limitation, the Exchange
Transaction, do not and will not conflict with, violate or result in a
breach or termination of any provision of, or constitute a default
under (or event which with the giving of notice or lapse of time, or
both, would become a default under) the Certificate of Incorporation
or By-laws of Empire or, except as would not prevent Empire from
performing any of its material obligations under this Agreement and
would not have a Material Adverse Effect on Empire, any law, rule,
regulation, order, writ, judgment, injunction, decree, determination
or award applicable to Empire or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in
the creation of any lien or encumbrance on any of the assets or
properties of Empire pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other
instrument relating to such assets or properties to which Empire is a
party or by which any of such assets or properties is bound.
5.4 Absence of Litigation. No claim, action, proceeding or investigation is
pending which seeks to delay or prevent the consummation of the
transactions contemplated by this Agreement or which would be reasonably
likely to adversely affect Empires' ability to consummate the transactions
contemplated by this Agreement or which would have a Material Adverse
Effect on Empire.
5.5 Extent of Offering. Subject in part to the truth and accuracy of the
Sellers' representations set forth in Article IV of this Agreement, the
offer, sale and issuance of the Exchange Shares, as contemplated by this
Agreement, are exempt from the registration requirements of the Securities
Act, and Empire will not take any action hereafter that would cause the
loss of such exemption or registration.
5.6 Accuracy of Reports and Information. Empire is in full compliance, to the
extent applicable, with all reporting obligations under Section 12(b),
12(g) or 15(d), as applicable, of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"); Empire has registered the Empire Common Stock
pursuant to Section 12 of the Exchange Act; and Empire has filed all
material required to be filed pursuant to all reporting obligations, under
either Section 13(a) or 15(d) of the Exchange Act, for a period of at least
the twelve months immediately preceding the offer, sale and delivery of the
Exchange Shares.
5.7 SEC Filings/Full Disclosure. None of the Empire SEC Reports contain any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading;
and Empire has, since at least January 1, 2014, timely filed all requisite
forms, reports and exhibits thereto with the Securities and Exchange
Commission; and there is no fact known to Empire (other than general
economic conditions known to the public generally) that has not been
disclosed in writing to the Sellers which could reasonably be expected to
materially and adversely affect the ability of Empire to perform its
obligations under this Agreement.
5.8 Absence of Undisclosed Liabilities. Empire has no material liabilities or
obligations, absolute or contingent (individually or in the aggregate),
except as set forth in the Empire SEC Reports, including the financial
statements included in the SEC Reports (collectively, the "Empire Financial
Statements"), or as incurred in the ordinary course of business after the
respective dates of the Empire Financial Statements.
5.9 Governmental Consent, Etc. No consent, approval or authorization of or
designation, declaration or filing with any governmental authority on the
part of Empire is required in connection with the valid execution and
delivery of this Agreement, or the offer, sale or issuance of the Exchange
Shares, or the consummation of any other transaction contemplated by this
Agreement.
5.10 Investment Intent. Empire is acquiring the Holding for Empires' own
account, and on the Closing Date of this Agreement Streamlogue will become
a wholly owned subsidiary of Empire.
5.11 Access to Information. Empire has received the Streamlogue Financial
Statements and had access to such information regarding the business and
finances of the Sellers and Streamlogue, and has been provided the
opportunity to discuss with the Sellers and Streamlogue management the
business, affairs and financial condition of the Sellers and Streamlogue
and such other matters with respect to the Sellers and Streamlogue as would
concern a reasonable person considering the transactions contemplated by
this Agreement, including, without limitation, the Exchange Transaction,
and/or concerned with the operations of the Sellers and Streamlogue,
including, without limitation, pursuant to meetings and/or discussions with
management of Streamlogue.
5.12 Value of Equity Consideration: Empire warrants, confirms and guarantees
that the value of Equity Consideration paid to the Sellers pursuant to this
agreement shall be no less than EUR 350,000 at the expiration of the Hold
Period. If the value of the Equity Consideration is less than EUR 350,000
at the expiration of the Hold Period, Empire shall pay to the Sellers an
amount equal to the difference between EUR 350,000 and the actual sale
price when disposed by the Sellers. However if, the value of the Equity
Consideration is higher than EUR 350,000 at the expiration of the Hold
Period, Empire at their sole discretion shall have right of first refusal
(call option) to purchase within a period of 90 days from the expiration
date of the Hold Period all or a portion of the Equity Consideration from
the Sellers at the prevailing market price.
5.13 New Officers and Directors. Immediately upon receipt of the Final Payment,
Empire shall appoint new directors, legal representatives and officers of
Streamlogue; Services Ltd.; and Operations Ltd.
5.14 No Other Representations, Warranties, Covenants or Agreements of Empire.
Except as set forth in this Agreement, or the documents referred to in this
Agreement, Empire has not made any representation, warranty, covenant or
agreement with respect to the matters contained in this Agreement.
ARTICLE VI
CONDITIONS TO OBLIGATIONS OF EMPIRE
The obligations of Empire under this Agreement are, at the option of Empire,
subject to the satisfaction at and prior to the Closing Date of the following
conditions:
6.1 Fulfillment of Covenants. All the terms, covenants and conditions of this
Agreement to be complied with and performed by the Sellers on or before the
Closing Date shall have been duly complied with and performed, and there
shall have been delivered to Empire a certificate to such effect dated the
Closing Date, signed by the Sellers and the Chief Executive Officer of
Streamlogue;
6.2 Accuracy of Representations and Warranties. All of the representations and
warranties made by the Sellers in this Agreement shall be true as of the
Closing Date with the same force and effect as though such representations
and warranties had been made as of the Closing Date, and Sellers shall have
delivered to Empire a certificate to such effect, dated the Closing Date,
and signed by the Chief Executive Officer of Streamlogue;
6.3 No Litigation. There shall be no action, proceeding, investigation or
pending or actual litigation the purpose of which is to enjoin or may be to
enjoin the transactions contemplated by this Agreement or which would have
the effect, if successful, of imposing a material liability upon Empire, or
any of the officers or directors thereof, because of or due to, in many
respects, the consummation of the transactions contemplated by this
Agreement; and there shall be no action, proceeding, investigation or
pending or actual litigation against or with respect to the Sellers,
Streamlogue or the outstanding equity interests in Streamlogue (including,
without limitation, the shares of Streamlogue) which could, in any way,
invalidate or damage this Agreement or value of the assets which Empire is
acquiring pursuant to this Agreement, including, without limitation, the
shares of Streamlogue;
6.4 Liabilities and Bank Balance. Subject to the final payment of all amounts
due pursuant to this Agreement, Streamlogue shall have no liabilities and
no cash on hand bank balance on the Closing Date; and
6.5 Receipt of Streamlogue Financial Statements. The Sellers shall have
delivered to Empire the audited financial statements for the years ended
December 31, 2013 and 2012 as well as unaudited interim financial
statements for any completed interim period prior to the Closing Date of
Streamlogue.
ARTICLE VII
CONDITIONS TO OBLIGATIONS OF SELLERS
The obligations of the Sellers under this Agreement are, at the option of the
Sellers subject to the satisfaction at and prior to the Closing Date of the
following conditions:
7.1 Fulfillment of Covenants. All the terms, covenants and conditions of this
Agreement to be complied with and performed by Empire on or before the
Closing Date shall have been duly complied with and performed, and there
shall have been delivered to the Sellers a certificate to such effect dated
the Closing Date, signed by the Chairman and Chief Executive Officer of
Empire;
7.2 Accuracy of Representations and Warranties. All of the representations and
warranties made by Empire in this Agreement shall be true as of the Closing
Date with the same force and effect as though such representations and
warranties had been made as of the Closing Date, and Empire shall have
delivered to the Sellers a certificate to such effect dated the Closing
Date, signed by the Chairman and Chief Executive Officer of Empire;
7.3 No Litigation. There shall be no action, proceeding, investigation or
pending or actual litigation the purpose of which is to enjoin or may be to
enjoin the transactions contemplated by this Agreement or which would have
the effect, if successful, of imposing a material liability upon the
Sellers because of or due to, in many respects, the consummation of the
transactions contemplated by this Agreement; and there shall be no action,
proceeding, investigation or pending or actual litigation against or with
respect to Empire, the outstanding shares of Empire Common Stock or the
Exchange Shares which could, in any way, invalidate or damage this
Agreement or value of the Exchange Shares which the Sellers are acquiring
pursuant to this Agreement; and
7.4 Empire Outstanding and Authorized Capital Stock. Prior to the Closing
Empire shall have no more than 23,675,800 shares of Common Stock issued and
outstanding and no Preferred Stock issued. As a consequence of the
consummation of this Agreement at the Closing as contemplated in this
Agreement, Empire shall have no more than 30,000,000 shares of Common Stock
issued and outstanding and no Preferred Stock issued.
ARTICLE VIII
CLOSING
8.1 Closing Date. The consummation of the transactions contemplated by this
Agreement (the "Closing") shall take place at Seller's office, Level 1,
Suite No. 5, Tower Business Centre, Tower Street, Swatar, Malta on
September 30, 2014 or sooner if practicable (the "Closing Date") and as may
be extended as defined in section 10.12 by the Parties to this Agreement by
an instrument in writing on a Form of Extension of Closing Date attached
hereto as Exhibit 10.2.
8.2 Effectiveness. The time of the consummation of the Exchange Transaction,
whether on the Closing Date or such other date, shall, for the purposes of
this Agreement, be deemed to be the "Effective Time."
ARTICLE IX
INDEMNIFICATION
9.1 Right of Indemnification. From and after the date hereof, each party hereto
will indemnify and hold harmless the other party, and such other party's
officers, directors, equity owners, employees and agents, against any and
all liability, damage, deficiency, loss, cost or expense (including
reasonable attorneys' fees and expenses) that are based upon or that arise
out of any misrepresentation or breach of any representation, warranty,
covenant or agreement made by such party in this Agreement.
9.2 Indemnification Procedure. Each party entitled to indemnification under
this Agreement (the "Indemnified Party") shall give prompt notice to the
party (the "Indemnifying Party") required to provide indemnification under
this Agreement after such Indemnified Party has received actual knowledge
of any third-party claim as to which indemnity may be sought, and shall
permit the Indemnifying Party (at Indemnifying Party's expense) to assume
the defense of any claim or any litigation resulting therefrom; provided,
that counsel for the Indemnifying Party who shall conduct the defense of
such claim or litigation shall be reasonably satisfactory to the
Indemnified Party, and the Indemnified Party may participate in such
defense, but only at such Indemnified Party's expense; and provided,
further, that the omission by any Indemnified Party to give prompt notice
as provided in this Article IX shall not relieve the Indemnifying Party of
its indemnification obligations under this Agreement, except to the extent
that the omission results in a failure of actual prompt notice to the
Indemnifying Party and such Indemnifying Party is damaged as a result of
the failure to give prompt notice. No Indemnifying Party, in the defense of
the such claim or litigation, shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnified Party of a release
from all liability with respect to such claim or litigation. In the event
that the Indemnifying Party does not accept the defense of any matter as
provided in this section 9.2, the Indemnified Party shall have the full
right to defend against any such claim or demand, and shall be entitled to
settle or agree to pay in full such claim or demand in the Indemnified
Party's sole discretion. In any event, the Indemnified Party, Indemnifying
Party, Empire and the Sellers shall each cooperate in the defense of such
action and the records of each shall be available to the other with respect
to such defense.
9.3 Indemnification Notice. Any notice of a claim by reason of any of the
representations, warranties and agreements contained in this Agreement,
shall state specifically the representation, warranty, covenant or
agreement with respect to which the claim is made and the amount of
liability asserted against the other party by reason of the claim. The
representations, warranties, covenants, agreements and indemnities
contained in this Agreement shall survive the execution and delivery of
this Agreement, any examination by or on behalf of such parties, the
Closing and the completion of the Exchange Transaction as contemplated
herein.
ARTICLE X
GENERAL
10.1 Payment of Expenses. Each party shall bear its own expenses with respect to
this Agreement and the transactions contemplated by this Agreement.
Notwithstanding the immediately preceding sentence, it is acknowledged by
both Empire and the Sellers that Empire, or affiliates of Empire, may pay
costs and fees related to the due diligence conducted pursuant to this
Agreement.
10.2 Governing Law. This Agreement and the rights, obligations and liabilities
of the parties hereto shall be governed by and construed and interpreted in
accordance with the laws of the Republic of Malta without regard to the
conflicts of laws principles thereof.
10.3 Consent to Jurisdiction and Waivers. The parties to this Agreement each
irrevocably consents that any legal action or proceeding against any of
them under, arising out of or in any manner relating to, this Agreement or
any other document delivered in connection herewith, may be brought in the
Republic of Malta. Each of the parties to this Agreement, by the execution
and delivery of this Agreement, expressly and irrevocably consent and
submit to the personal jurisdiction of any of such courts in any such
action or proceeding. Each party further irrevocably consents to the
service of any complaint, summons, notice or other process relating to any
such action or proceeding by delivery thereof to it by hand or by any other
manner provided for in section 10.5. The parties hereto hereby expressly
and irrevocably waive any claim or defense in any such action or proceeding
based on any alleged lack of personal jurisdiction, improper venue or forum
non convenient or any similar basis. Nothing in this section 10.3 shall
affect or impair in any manner or to any extent the right of any party to
this Agreement to serve process in any manner permitted by law.
10.4 Amendments and Waivers.
(a) Except as otherwise provided in this Agreement, the provisions of this
Agreement may not be amended, modified or supplemented without the
written consent of each of the parties to this Agreement.
(b) Empire and the Sellers may each, by written notice to the other party:
(i) waive any of the conditions to such Party's obligations under
this Agreement or extend the time for the performance of any of
the obligations or actions of the other party,
(ii) waive any inaccuracies in the representations of the other party
contained in this Agreement or in any documents delivered
pursuant to this Agreement,
(iii) waive compliance with any of the covenants of the other party
contained in this Agreement, and
(iv) waive or modify performance of any of the obligations of the
other party.
(c) No action taken pursuant to this Agreement, including, without
limitation, any investigation by or on behalf of any party, shall be
deemed to constitute a waiver by the party taking such action or
compliance with any representation, warranty, condition or agreement
contained herein. Waiver of the breach of any one or more provisions
of this Agreement shall not be deemed or construed to be a waiver of
other breaches or subsequent breaches of the same provisions.
10.5 Notices. All notices, requests, demands and other communications required
or otherwise given under this Agreement shall be in writing and shall be
deemed to have been duly given if: (i) delivered by hand, against written
receipt therefore, (ii) forwarded by a third party company or governmental
entity providing delivery services in the ordinary course of business which
guarantees delivery the following business day, or (iii) mailed by
registered or certified mail, return receipt requested, postage prepaid,
addressed (with respect to clauses (ii) and (iii)) as follows:
If to Empire, to: Michele Ciavarella, Chairman and CEO
Empire Global Corp.
Suite 701, 130 Adelaide St. West
Toronto, Ontario, Canada M5H 2K4
If to Sellers, to: Streamlogue Holdings Ltd.
c/o Alliance Trust Company Limited
Level 1, Suite No. 5, Tower Business Centre,
Tower Street, Swatar, Malta
or, in the case of any of the parties to this Agreement, at such other address
as such party shall have furnished to each of the other parties hereto in
accordance with this section 10.5. Each such notice, demand, request or other
communication shall be deemed given (a) on the date of such delivery by hand,
(b) on the first business day following the date of such delivery to the
overnight delivery service or (c) four business days following such mailing.
10.6 Successors and Assigns: Holders and Third Parties as Beneficiaries. This
Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors and assigns.
10.7 Counterparts. This Agreement may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement. Electronic, fax, PDF and Jpeg
signatures to this Agreement shall be deemed to be original signatures to
this Agreement.
10.8 Headings. The headings of the articles, sections, paragraphs and clauses in
this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meanings or interpretations of the terms contained
therein.
10.9 Severability; Specific Enforcement. In the event that any one or more of
the provisions contained in this Agreement, or the application thereof in
any circumstances, is held invalid, illegal, or unenforceable for any
reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions contained in this
Agreement shall not be in any way impaired thereby, it being intended that
all of the rights and privileges of the parties to this Agreement shall be
enforceable to the fullest extent permitted by law. Each of the parties to
this Agreement acknowledge that the other parties would not have an
adequate remedy at law for money damages in the event that any of the
covenants or agreements of any other party in this Agreement were not
performed in accordance with its terms and therefore agrees that the other
parties shall be entitled to specific enforcement of such covenants or
agreements and to injunctive and other equitable relief in addition to any
other remedy to which it may be entitled, at law or in equity.
10.10 Entire Agreement; Survival. This Agreement and the agreements referred to
in this Agreement are intended by the parties as a final expression of
their agreements and are intended to be a complete and exclusive statement
of the agreements and understandings of the parties to this Agreement in
respect of the subject matter contained in this Agreement and therein.
There are no restrictions, promises, representations, warranties or
undertakings, with respect to the subject matter of this Agreement, other
than those set forth or referred to in this Agreement and therein. This
Agreement and the agreements referred to in this Agreement supersede all
prior agreements and understandings between the parties with respect to
such subject matters.
10.11 Binding Nature. This Agreement shall be binding upon and inure to the
benefit of the parties hereto. No party to this Agreement may assign or
transfer any rights under this Agreement.
10.12 Term, Termination and Forfeiture. The term of this Agreement is indefinite
except that, the parties to this Agreement each irrevocably consents that
the contemplated Closing Date as stated in Paragraph 8.1 may be extended
by written consent of both parties, the extension of which is not to be
unreasonably withheld.
10.13 Use of Certain Terms and References. The words "hereof," "herein" and
"hereunder" and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of
this Agreement; the term "or" shall be deemed to include the term
"and/or;" singular or plural tenses shall be deemed to include the
opposite whenever the context so indicates or requires; and article,
section, subsection, paragraph, clause, schedule and exhibit references
are to this Agreement unless otherwise specified.
10.14 Drafting; Representation by Counsel. This Agreement has been drafted on
the basis of mutual contribution of language and is not to be construed
against any party as being the drafter or causing the same to be drafted.
In addition to the representations and warranties contained in Article IV,
the Sellers represents, warrants and confirms to Empire that, in
connection with the negotiation, drafting and execution of this Agreement,
the Sellers have at all times been represented by competent counsel of the
Sellers' own choosing.
10.15 Dispute Resolution. Any disputes arising from this Agreement shall, unless
settled by mutual agreement, be settled by reference to arbitration in
Malta under the rules of the Arbitration Act.
(a) The arbitration shall be heard by a panel of three arbitrators, one
each appointed by the parties and a third appointed by the Parties'
two appointees.
(b) The language of the arbitration proceedings shall be in English.
(c) No appeal shall lie from the decision of the arbitration except for
breach of the rules of natural justice. An appeal shall in this
instance, be lodged with the ordinary Courts of Malta and be subject
to the procedural rules of the same jurisdiction.
10.16 Business Day. For purposes of this Agreement, a "business day" shall mean
any calendar day other than a Saturday, Sunday or other calendar day on
which banks in New York City are authorized or required to be closed under
applicable laws and regulations.
10.17 Material Adverse Effect Defined. For purposes of this Agreement, the
capitalized term "Material Adverse Effect" means, with respect to either
party to this Agreement, any material adverse change in, or material
adverse effect on, the business, financial condition or continuing
operations of such party (which, for the purposes of this section 10.17,
includes all subsidiaries of the party, taken as a whole); provided,
however, that the effects of changes that are generally applicable to (i)
the industries and markets in which the party operates, (ii) the United
States economy or (iii) the United States securities markets shall be
excluded from the determination of Material Adverse Effect; and provided,
further, however, that any change or effect resulting from (A) the
execution of this Agreement, the announcement of this Agreement or the
pendency or consummation of the transactions contemplated by this
Agreement (including any cancellation of or delays in customer orders or
work for clients, any reductions in sales, any disruption in licensor,
vendor, partner or similar relationships or any loss of employees), (B)
natural disasters, acts of war, terrorism or sabotage, military actions or
the escalation thereof or other force majeure events, (C) changes in US
GAAP, changes in the interpretation of US GAAP or changes in the
accounting rules and regulations of the SEC, (D) any other action required
by law, contemplated by this Agreement or taken at the request of the
other party, (E) any litigation brought or threatened by equity owners of
the party asserting allegations of breach of fiduciary duty relating to
this Agreement or violations of applicable securities laws in connection
with this Agreement, (F) any changes in applicable law, (G) any action
required to comply with the rules and regulations of the SEC or the SEC
comment process, (H) if Empire was the party, in and of itself, any
decrease in the market price or trading volume of Empire Common Stock or
(I) if Empire was the party, in and of itself, any failure by Empire to
meet any projections, forecasts or revenue or earnings predictions, or any
predictions or expectations of any securities analysts, shall also be
excluded from the determination of Material Adverse Effect.
The satisfactory closing of this Agreement is subject to due diligence,
should a material event occur which disrupts the possibility of the
Parties to move forward with the transaction, such as the cancellation of
the licences or the accumulation of liabilities of the Streamlogue in
excess of EUR 600,000 (six hundred thousand Euro), this Agreement shall be
deemed to be terminated immediately and all monies received by Streamlogue
or by the Sellers by virtue of this Agreement shall be returned to Empire.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above written.
EMPIRE GLOBAL CORP.
By: /s/ Michele Ciavarella
----------------------------------
Michele Ciavarella, B.Sc.
Chairman and CEO
Empire Global Corp.
And
THE SELLERS
By: /s/ Kris Baron
----------------------------------
World Hosts Financiers Limited
represented by Alliance Trust Company Limited
Director
By: /s/ James Anthony
----------------------------------
Ultimate Beneficial Owner of
World Hosts Financiers Limited
By: /s/ Tony Antoniadis
----------------------------------
Ultimate Beneficial Owner of
World Hosts Financiers Limited
SHARE TRANSFER INSTRUMENT
BY VIRTUE OF THIS PRIVATE INSTRUMENT, the undersigned, World Hosts Financiers
Limited a company incorporated under the laws of the British Virgin Islands with
company registration number 1745291 and having its registered office at
Craigmuir Chambers, Road Town, Tortola, British Virgin Islands (hereinafter
called the "Seller") hereby sells and transfers to the undersigned Empire Global
Corp., a Delaware corporation with its principal place of business at 130
Adelaide St. West, Suite 701 Toronto, Ontario, M5H 2K4 (hereinafter called the
"Purchaser") who accepts, purchases and acquires 1,199 (one thousand one hundred
and ninety nine Ordinary shares of EUR1 (one Euro) each, 20% paid up (the
"Shares"), in Streamlogue Holdings Ltd., a company incorporated under the laws
of Malta with company registration number C 56752 and having its registered
office at Level 1, Suite No. 5, Tower Business Centre, Tower Street, Swatar,
Malta in consideration of the total price of EUR950,000 (nine hundred and fifty
thousand Euro), which is part paid in cash to Streamlogue Holdings Ltd. and part
paid in Equity to the Sellers.
It is hereby agreed that the Purchaser will hold the Shares under the same
conditions as they were held by the Seller and all dividends and rights arising
from the Shares shall vest in their entirety in the Purchaser.
Signed and executed by the Seller and the Purchaser as above named this the
[ ] day of [ ], 20[ ].
By:
----------------------------------
World Hosts Financiers Limited Name:
represented by Alliance Trust Capacity:
Company Limited
Director
Seller
----------------------------------
Witnesss to Signature
Official Stamp
By:
----------------------------------
Empire Global Corp. Name: Michele Ciavarella, B.Sc.
Purchaser Capacity: Chairman and CEO
----------------------------------
Witnesss to Signature
Official Stamp
Form T
No. of Company
-----------------------
COMPANIES ACT, 1995
Notice of transfer or transmission of shares
Pursuant to Section 120 (3)
Name of Company STREAMLOGUE HOLDINGS LTD.
----------------------------------------------------------------
Delivered by JAMES COLIN ANTHONY
-------------------------------------------------------------------
To the Registrar of Companies:
(a) STREAMLOGUE HOLDINGS LTD.
----------------------------------------------------------------------------
hereby gives notice in accordance with Section 120 (3) of the Companies Act,
1995 that
(b) 1,199 shares having a nominal value of EUR 1 per share have
been transferred/transmitted as indicated hereunder.
Name and Address of Name and Address of transferee/ No. of shares Type and
transferor/deceased* person entitled to shares transferred/ Class of
transmitted* transmitted* shares
Streamlogue Holdings Empire Global Corp., 1,199 Ordinary
Ltd., Level 1, 130 Adelaide St. West,
Suite No. 5 Suite 701
Tower Business Centre, Toronto, Ontario, M5H 2K4
Tower Street, Swatar Canada
BKR 4013, Malta
The above transfer/transmission of shares has been registered with the company/
in the name of the person entitled to be the registered holder on the:
Signature
----------------------------------------
Director
Dated this day of September of the year 2014.
------
This form must be completed in typed form.
(a) State company name.
(b) State number of shares.
* Delete as necessary.
