Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Registration of Securities of a Small-Business 17 101K
Issuer
2: EX-1 Unaudited G.I.S. Financials 5 21K
3: EX-2 Audited Niew Financials 21 83K
4: EX-3 3I Corporate Charter 6 25K
5: EX-4 Articles of Incorporation 3 10K
6: EX-5 By-Laws 10 49K
7: EX-6 Share Purchase Agreement 3 17K
8: EX-7 I.Westwood Agreement 7 46K
9: EX-8 Subsidiary of Registrant 1 5K
10: EX-9 Letter of Counsel 1 8K
EX-6 — Share Purchase Agreement
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EXHIBIT 10i
SHARE PURCHASE AGREEMENT
MEMORANDUM OF AGREEMENT made as of the 1st day of December, 1999.
BETWEEN:
Walter Niemi, Ken Bergestad, and Lloyd Olsen
5975 Selkirk Crescent
Prince George, B.C.
V2N2G9
(hereinafter referred to as the "Vendors")
OF THE FIRST PART
AND.
Global Innovative Systems Inc., a corporation incorporated pursuant
to the laws of the State of Nevada with its records office at 7631
Bermuda Road, Las Vegas, Nevada, U.S.A., 89123
(hereinafter referred to as the "Purchaser")
OF THE SECOND PART
AND:
Niew Industries Inc., a corporation incorporated pursuant to the laws
of the Province of B.C. with its principal office at 5975 Selkirk Crescent,
Prince George, B.C. V2N 2G9
(hereinafter referred to as "Niew")
OF THE THIRD PART
WHEREAS:
A. The Vendors are the owners of all of the outstanding shares in Niew.
B. The Purchaser has agreed with the Vendors to purchase all
2,150 common shares in Niew in exchange for shares in the Purchaser.
THIS AGREEMENT WITNESSETH that in consideration of the
covenants, agreement, warranties and payments herein set out and
provided for, the parties hereby respectively covenant and agree as
follows:
1. Purchased Shares
Subject to the terms and conditions hereof the Vendors covenant and
agree to sell, assign, and transfer to the Purchaser, and the Purchaser
covenants and agrees to purchase from the Vendors all (and not less
than all) of the issued and outstanding shares in the capital stock in
Niew (the "Purchased Shares") for the purchase price (the "Purchase:
Price") payable as set out in Article 2 hereof.
2. Purchase Price
(1) The Purchase Price shall be 12,000,000 Class A Common
voting shares of the Purchaser at $.0l U.S. per share.
(2) The Purchase Price shall be transferred to the Vendors
at the Closing.
(3) The Closing of this transaction shall take place on
January 31, 2000 (the "Closing Date").
3. Representations and Warranties of the Vendors
The Vendors covenant, represent and warrant as follows:
(1) As of the date hereof, and as the Closing Date, and the
Vendors acknowledge that the Purchaser is relying upon such
covenants, representations and warranties in connection with the
purchase by the Purchaser of the Purchased Shares.
(2) The number of shares in Niew that has been duly issued
for valuable consideration are 2,150.
(3) (a) The shareholders of record areas follows:
Walter Niemi 1,290
Ken Bergestad 430
Lloyd Olson 430
(b) The shareholders of the Purchaser after the exchange
of the 2,150 common shares are as follows:
Walter Niemi 7,200,000
Ken Bergestad 2,400,000
Lloyd Olson 2,400,000
(4) No person, firm or corporation has any agreement or
option or any right (whether by law, pre-emptive or contractual
and including convertible securities, warrants or convertible
obligations of any nature) for the purchase or the issue of either
the Purchased Shares or any unissued percentage interest of Niew.
(5) The entering into of this agreement and the transactions
contemplated hereby will not result in the violations of any of the
terms and provisions of the constating documents or by-laws of the
Vendors or of any indenture or other agreement, written or oral,
to which the Vendors may be a party.
(6) This agreement has been duly executed and delivered by the
Vendors and is a valid and binding obligations of the Vendors
enforceable in accordance with its terms.
(7) The Vendors are non-resident within the meaning of the
International Revenue Code of the United States.
(8) To the Vendor's knowledge, there are no existing or threatened
legal actions or claims against Niew.
(9) The audited financial statements of Niew dated
September 30, 1999, a copy of which is attached hereto as
"Schedule A", fairly represent the financial position of Niew as at
the dates indicated.
4. Covenants of the Vendors
The Vendors covenant and agree that on or before the Closing
Date, it will do, or will cause to be done, all necessary steps and
proceedings to permit all of the Purchased Shares to be duly and
regularly transferred to the Purchaser.
5. Covenants of the Purchaser
The Purchaser covenants and agrees that on or before the Closing
Date, it will do, or will cause to be done, all necessary steps and
proceedings to permit all of the shares of the Purchaser, being given
to the Vendors to be duly and regularly transferred to the Vendors.
6. Survival of Representations and Warranties
The representations and warranties of the Vendors and Purchaser
contained in this agreement, and contained in any document or
certificate given pursuant hereto, shall survive the closing of the
purchase and sale of the Purchased Shares herein provided for, for
a period of two years from the Closing Date.
7. Entire Agreement
This agreement constitutes the entire agreement between the
parties hereto. There are not, and shall not be, any verbal statements,
representations, warranties, undertakings or agreements between
the parties hereto, and this agreement may not be amended or
modified in any respect except by written instrument signed by
the parties hereto.
8. Proper Law of Contact
This agreement shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the laws
of the State of Nevada.
9. Benefit and Binding Nature of the Agreement
This agreement shall ensure to the benefit of, and be binding upon,
the parties hereto and their respective successors and assigns.
Global Innovative Systems, Inc. Niew Industries, Inc.
/s/ Walter Niemi /s/ Walter Niemi
/s/ Ken Bergestad /s/ Ken Bergestad
/s/ Bob Stark /s/ Lloyd Olson
/s/ Helge Freudentheil
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘10SB12G’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 4/12/00 | | | | | | | None on these Dates |
| Filed on: | | 4/11/00 |
| | 1/31/00 | | 1 |
| | 9/30/99 | | 2 |
| List all Filings |
1 Subsequent Filing that References this Filing
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