FORM OF
STOCK ISSUE AGREEMENT
THIS STOCK ISSUE AGREEMENT (this "Agreement") is made and
entered into as of the [___] day of _____________ 2007 by and between Thinkpath,
Inc., an Ontario corporation (the "COMPANY") and the various Directors and
Employees enumerated under Exhibit A hereto (the "Directors" and/or "Employees",
and together with the Company, the "PARTIES" and each a "PARTY").
WHEREAS, the various Directors and Employees rendered
services to the Company under the various agreements (the "Agreement" or
"Agreements") previously entered into by them individually with the Company;
WHEREAS, the Company acknowledges that the Directors and
Employees have rendered services stipulated in their respective Agreements; and
WHEREAS, the Company will complete the payment due to the
Directors and Employees under their respective Agreements pursuant to the terms
and conditions set forth herein.
NOW, THEREFORE, the Parties hereto, intending to be legally
bound, hereby agree as follows:
Section 1. ISSUANCE OF STOCK TO THE DIRECTORS AND EMPLOYEES: In payment
for the services rendered by the Directors and Employees to the Company, the
Company hereby agreed to issue to such Director and Employees such number of the
Company's common stock (the "Shares") set forth beside their names in Exhibit A.
For purposes of this Agreement, the Shares shall be valued at $0.083 per share.
Section 2. RELEASE. (a) The Directors and Employees hereby waive,
release and discharge the Company, its subsidiaries and their respective
officers, directors, employees, agents, attorneys, subsidiaries, servants,
successors, insurers, affiliates and their successors and assigns, from any and
all manner of action, claims, liens, demands, liabilities, causes of action,
charges, complaints, suits (judicial, administrative or otherwise), damages,
debts, obligations of any nature, past or present, known or unknown, whether in
law or in equity, whether founded upon contract (expressed or implied), tort
(including, but not limited to, defamation), statute or regulation (State,
Federal or local), common law and/or any other theory or basis, from the
beginning of the world to the date hereof, including, but not limited to, any
claim that the Directors or Employees have asserted, now asserts or could have
asserted, whether individually or collectively, but not including any claim for
the enforcement of this Agreement.
(b) As a material inducement to the Directors and Employees to enter
into this Agreement, the Company and its subsidiaries hereby irrevocably and
unconditionally waive, release and discharge each of the Directors and
Employees, their agents and attorneys, successors and assigns, from any and all
manner of action, claims, liens, demands, liabilities, causes of action,
charges, complaints, suits (judicial, administrative or otherwise), damages,
debts, obligations of any nature, past or present, known or unknown to the
Company, whether in law or in equity, whether founded upon contract (expressed
or implied), tort (including, but not limited to, defamation), statute or
regulation (State, Federal or local), common law and/or any other theory or
basis.
-1-
(c) It is understood and agreed by the Parties that the facts and
respective assumptions of law in contemplation of which this Agreement is made
may hereafter prove to be other than or different from those facts and
assumptions now known, made or believed by them to be true. The Parties
expressly accept and assume the risk of the facts and assumptions to be so
different, and agree that all terms of this agreement shall be in all respects
effective and not subject to termination or reclusion by any such difference in
facts or assumptions of law.
Section 3. SUCCESSORS. This Agreement shall be binding upon and inure
to the benefit of the Parties and their respective administrators,
representatives, executors, successors and assigns, by reason of merger,
consolidation, and/or purchase or acquisition of substantially all of the
Company's assets or otherwise.
Section 4. GOVERNING LAW. Each party acknowledges that it has been
represented by counsel in connection with this Stock Issue Agreement, and has
executed the same with knowledge of its consequences. This Agreement is made and
entered into the Province of Ontario and shall be interpreted, enforced and
governed under the laws of the Province of Ontario without regard to its
conflicts of laws principles.
Section 5. PARAGRAPH HEADINGS. The paragraph headings used in this
Agreement are intended solely for convenience of reference and shall not in any
manner amplify, limit, modify or otherwise be used in the interpretation of any
of the provisions hereof.
Section 6. SEVERABILITY. Should any of the provisions of this Agreement
be declared or be determined to be illegal or invalid, the validity of the
remaining parts, terms or provisions shall not be affected thereby and said
illegal or invalid part, term or provision shall be deemed not to be a part of
this Agreement.
Section 7. ENTIRE AGREEMENT. This Agreement sets forth the entire
agreement between the Parties, and fully supersedes any and all prior agreements
or understandings between the Parties pertaining to the subject matter hereof.
All other contracts, agreements or understandings between the Parties are null
and void. Without limiting the foregoing, any and all employment agreements,
including all amendment and/or addendums thereto, shall be terminated and of no
further force or effect, whether or not such agreements state that the same, or
portions thereof, are to survive termination.
Section 8. COUNTERPARTS. This Agreement may be executed in
counterparts. Each counterpart shall be deemed an original, and when taken
together with the other signed counterpart, shall constitute one fully executed
Agreement.
Section 9. FURTHER ASSURANCES. From and after the date hereof, the
parties hereto shall take all actions, including the execution and delivery of
all documents, necessary to effectuate the terms hereof.
-2-
Section 10. SURVIVAL. All obligations of the Parties as set forth
herein shall survive the execution and delivery hereof.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
entered into as of the date first written above.
THINKPATH, INC.
By: By:
----------------------- -----------------------------------
Name: Name:
Title: Chief Executive Officer Title:
-3-
EXHIBIT A
NAME POSITION NUMBER OF SHARES
Lloyd Maclean Director 361,446
Judd Bedford Director 361,446
David Barnes Director 250,000
John Robbins Accounting Manager 90,361
Kenneth Stephenson Director, Information Systems 82,096
Kelly Hankinson Chief Financial Officer 188,503
Tracy McKay Office Manager 60,321
Antoinette Quinless Controller 38,065
-4-