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SHARE PURCHASE
AGREEMENT
THIS AGREEMENT (hereinafter "the Agreement"), is
made with an effective date of November 14, 2006 is entered into by
and among Vision Global Solutions, Inc. a Nevada corporation
("VIGS" or the "Company"), the buyers listed on Exhibit "A"
attached hereto (collectively, "Buyers") and the following sellers:
(i) Jean-Paul Ouellette ("JPO"), owner of 50,000,000 shares of the
Common Stock of the Corporation; (ii) Dwayne Bigelow ("DBW"), owner
of 420,000 shares of the Common Stock of the Corporation; (iii)
Andrew Belinsky ("ABY"), owner of 760,000 shares of the Common
Stock of the Corporation; (iv) Angela Musgrave ("AMV"), owner of
760,000 shares of the Common Stock of the Corporation; (v) Jasago
Partners, Inc. ("JASAGO"), owner of 800,000 shares of the Common
Stock of the Corporation; and (vi) Amazon Energy &
Communications, Inc. ("AMAZON"), owner of 1,300,000 shares of the
Common Stock of the Corporation for a total of 54,040,000 shares
(collectively, the "Sellers" and their shares are collectively
referred to herein as the "Sellers’ Shares"), and provides as
follows:
1. RECITALS
:
This agreement is made and entered into with
reference to the following facts and circumstances:
A. Sellers are collectively the owners of the
Sellers’ Shares, representing in the aggregate a majority of
the issued and outstanding share capital of VIGS on a fully diluted
basis.
B. VIGS is a publicly held Nevada corporation,
with authorized share capital of 200,000,000 common shares and
5,000,000 preferred shares, of which 67,713,885 common shares and 0
preferred shares are currently issued and outstanding.
NOW, THEREFORE in exchange for good and valuable
consideration, the parties agree as follows:
2. PURCHASE
PRICE.
A. Sellers shall transfer to Buyers’
certificates representing the Sellers’ Shares in exchange for
the sum of Six Hundred and Fifty
Thousand Dollars and 00/100 ($650,000). A schedule
of creditors, shareholders and note holders who will be paid from
the purchase price is attached hereto as Schedule "A".
3. RIGHTS AND DUTIES
OF CURRENT CONTROLLING SHAREHOLDERS.
A. Immediately upon the closing of the
transactions contemplated by this Agreement, the current officers
and directors of VIGS shall resign and shall be replaced by
officers and directors nominated by Buyers.
B. The resignation of the current officers and
directors of VIGS shall terminate any employment contracts, and
there shall be no executory terms unfulfilled in any such
contracts.
C. Prior to the closing, the boards of directors
of VIGS and its subsidiaries, ARTI Vision, Inc. and Vision/R4
Corporation, shall execute resolutions discharging VIGS of its
ownership interest in the subsidiaries, and VIGS shall issue pro
forma financial statements of the Company without tile subsidiaries
and their liabilities.
4. CONDITIONS PRECEDENT TO BUYERS’S
PERFORMANCE.
The exchange of VIGS stock is conditioned on the
following:
A. There shall have been no material adverse
change in the business or conditions (financial or otherwise) of
VIGS since the execution of the letter of intent between the
parties.
B. The representations and warranties contained
in this Agreement shall have been true in all material respects
when made and, in addition, shall be true and correct in all
material respects as of the Closing Date, except for
representations and warranties specifically relating to a time or
times other than the Closing Date (which shall be true and correct
in all material respects at such time or times) and except for
changes expressly contemplated and permitted by this Agreement,
with the same force and effect as if made as of the Closing Date.
VIGS shall have performed or complied in all material respects with
all terms, agreements, and covenants and conditions required by
this Agreement to be performed by it prior to the Closing
Date.
5. REPRESENTATIONS AND WARRANTIES OF
SELLER.
Sellers hereby represents and warrants as
follows:
A. VIGS is a corporation duly formed and validly
existing and in good standing under the laws of the state of
Nevada, it has all necessary corporate powers to own its properties
and carry on its business as now owned and operated by it, is in
good standing in every jurisdiction in which failure to qualify
would have a material adverse affect on its business and financial
condition, and has the corporate power to enter into and perform
this Agreement, subject only to the approval of Its
shareholders.
B. Sellers are either individuals or corporations
with the power, right and authority to make, execute, deliver and
perform this Agreement and all other instruments and documents
required or contemplated hereunder and to take all steps and to do
all things necessary and appropriate to consummate the transactions
contemplated herein. The execution, delivery and performance of
this Agreement and all other instruments and documents to be
delivered hereunder have been duly authorized by all necessary
corporate action, if applicable, on the part of VIGS and will not
contravene or violate or constitute a breach of the terms of either
of its Articles of Incorporation, founding documents, or By-Laws,
or conflict with, result in a breach of; or entitle any party to
terminate or call a default with respect to any instrument or
decree to which either is bound or any contract or any instrument,
judgment, order, decree, law, rule or regulation applicable to it.
VIGS is not a party to, or subject to, or bound by any judgment,
injunction, or decree of any court or governmental authority or
agreement which may restrict or interfere with its performance of
this Agreement. This Agreement has been duly executed and delivered
and constitutes, and the other instruments and documents to be
delivered by VIGS hereunder will constitute, the valid and binding
obligations of it, enforceable against it in accordance with their
respective terms.
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SHARE PURCHASE AGREEMENT
C. Except as otherwise set forth herein, no
consent of any party to any contract or arrangement to which VIGS
is a party or by which either is bound is required for the
execution, performance, or consummation of this
Agreement.
D. The representations and warranties contained
in this Section will be accurate, true and correct, in all
respects, on and as of the date of Closing as though made at such
date in identical language.
E. All of VIGS’s assets are free and clear
of security interests, liens, pledges, charge and encumbrances,
equities or claims, except those obligations to shareholders and
others as reported on its financial statements.
F. The shares of VIGS being transferred pursuant
to this Agreement will be validly and legally issued and not
subject to any security interests, liens, pledges, charges,
encumbrances or proxies of any kind.
G. Neither VIGS , nor any of its officers and
directors, has ever been convicted of any felony or misdemeanor
offense involving moral turpitude; nor hav
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