EXHIBIT 10.15
Share Purchase Agreement
ETIFF HOLDINGS, LLC
8025 Excelsior Drive
Suite 200
Madison, Wisconsin 53717
Tel: (608) 827-5300
Fax: (608) 827-5501
November 8, 2001
LMC Capital Corp.
Suite 2602 - 1111 Beach Ave
Vancouver, BC V6E 1T9
Dear Sir or Madam:
Re: Sale of all issued and outstanding shares of ("K-Tronik") to LMC
Capital Corp. ("LMC")
This agreement (the "Agreement") sets forth the terms and conditions
of our agreement whereby LMC Capital Corp. ("LMC") will purchase a
100% beneficial right, title and interest in and to 53% of the issued
and outstanding shares (the "K-Tronik Majority Shares") of K-Tronik
Int'l Corporation ("K-Tronik") from ETIFF Holdings, Inc. ("ETIFF") and
in and to 47 % of the issued and outstanding shares (the "K-Tronik
Minority Shares") from Mr. Robert Kim ("Mr. Kim"). The K-Tronik
Majority Shares and the K-Tronik Minority Shares shall be referred to,
collectively, as the "K-Tronik Shares".
In consideration of the sum of $10.00 paid to each of ETIFF, K-Tronik
and to Mr. Kim by LMC, the receipt and sufficiency of which is hereby
acknowledged, and for other good and valuable consideration, the
parties hereto agree as follows:
1. REPRESENTATIONS AND WARRANTIES
1.1 LMC represents and warrants to ETIFF, K-Tronik and Mr. Kim that:
(a) LMC is a valid and subsisting corporation duly incorporated
and in good standing under the laws of the State of Nevada;
(b) entering into this Agreement does not and will not conflict
with, and does not and will not result in a breach of, any
of the terms of its incorporating documents or any agreement
or instrument to which LMC is a party;
(c) this Agreement has been or will be authorized by all
necessary corporate action on the part of LMC; and
(d) LMC is in good standing with the Securities and Exchange
Commission, the Nevada Secretary of State and all other
regulatory and statutory bodies having jurisdiction over its
business affairs.
1.2 K-Tronik and ETIFF represent and warrant to LMC that:
(a) K-Tronik beneficially owns any and all rights to the
business of K-Tronik (the "Business and Intellectual
Property");
(b) there are no outstanding agreements or options to acquire or
purchase any interest in any of the Business and
Intellectual Property, and no person has any royalty or
other interest whatsoever in the Business and Intellectual
Property;
(c) entering into this Agreement does not and will not conflict
with, and does not and will not result in a breach of, any
agreement or instrument to which K-Tronik and / or ETIFF are
party; and
(d) K-Tronik and ETIFF have due and sufficient right and
authority to enter into this Agreement in accordance with
this Agreement, and this Agreement has been or will be
authorized by all necessary action on the part of K-Tronik.
1.3 ETIFF and Mr. Kim represent and warrant to LMC that:
(a) they beneficially own, free and clear of all liens and
encumbrances of any kind, all of the K-Tronik Shares and the
K-Tronik Shares represent all of the issued and outstanding
shares, of all types or classes, of K-Tronik;
(b) there are no outstanding agreements or options to acquire or
purchase any interest in any of the K-Tronik Shares, and no
person has any royalty or other interest whatsoever in the
K-Tronik Shares (save and except that which is created in
this Agreement and that which vests in ETIFF itself); and
(c) entering into this Agreement does not and will not conflict
with, and does not and will not result in a breach of, any
agreement or instrument to which ETIFF is party.
2. PURCHASE AND SALE
2.1 ETIFF hereby agrees to sell to LMC, and LMC hereby agrees to
purchase from ETIFF, an undivided 100% beneficial right, title
and interest in and to the K-Tronik Majority Shares for a deemed
price of $5,300,000 (the "ETIFF Purchase Price"). The ETIFF
Purchase Price shall be paid by way of the issuance to ETIFF of
7,571,428 common shares of LMC (the "New LMC Shares issued to
ETIFF") at a deemed price of $0.70 per common share.
2.2 Mr. Kim hereby agrees to sell to LMC, and LMC hereby agrees to
purchase from ETIFF, an undivided 100% beneficial right, title
and interest in and to the K-Tronik Minority Shares for a deemed
price of $4,700,000 (the "Kim Purchase Price"). The Kim Purchase
Price shall be paid by way of the issuance to Mr. Kim of
6,714,286 common shares of LMC (the "New LMC Shares issued to Mr.
Kim") at a deemed price of $0.70 per common share.
2.3 The New LMC Shares issued to Mr. Kim and the New LMC Shares
issued to ETIFF shall be referred to, collectively, as the "New
LMC Shares".
2.4 As a condition of its sale of the K-Tronik Majority Shares, ETIFF
shall be granted the option (and shall exercise the option) to
purchase a total of 3,000,000 LMC Shares from the existing
shareholders of LMC for a purchase price of $30.
2.5 As a condition of the sale of the K-Tronik Shares, LMC shall
agree to settle the outstanding debts of K-Tronik to its parent,
ETIFF, in the amount of $4,071,000 by way of the issuance of
4,071,000 common shares of LMC at a deemed price of one common
share per $1.00 of outstanding debt owed to ETIFF.
2.6 The New LMC Shares shall be placed in escrow for release as
follows:
(a) 10% of the escrowed shares shall be released upon closing of
the transactions herein (the "First Release Date"); and
(b) 15% of the escrowed shares shall be released every six
months (on the six month anniversary of the First Release Date.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1 Upon execution of this Agreement, ETIFF, LMC and K-Tronik shall
take all reasonable steps to:
(a) gain, prior to Closing, such approvals to the purchase and
sale of the K-Tronik Shares as may be required from K-Tronik
and from regulatory and statutory authorities having
jurisdiction;
(b) at any time prior to Closing, not do or permit to be done
any act or thing which would or might in any way adversely
affect the rights of LMC hereunder;
(c) ensure that K-Tronik and LMC (through its ownership of the
K-Tronik Shares) will have, upon Closing, exclusive and quiet
possession of the Business and Intellectual Property, without
the occupation of the same or any part thereof by any other
person; and
(d) Upon Closing, LMC shall take all reasonable steps and make
all reasonably necessary efforts to ensure that its common
shares are posted for trading through the facilities of the
NASD's OTCBB and shall further take all reasonably necessary
efforts to ensure the New LMC Shares issued to Mr. Kim and to
ETIFF are registered for resale in the United States under the
Securities Exchange Act of 1934.
4. CLOSING
4.1 The closing of the purchase of the K-Tronik Shares (the
"Closing") shall occur no later than 10 business days following
the later of the date of any required regulatory approval to this
transaction being granted or the date of execution of this
Agreement unless otherwise agreed by LMC, ETIFF, Mr. Kim and K-Tronik.
4.2 Upon Closing, the Directors of LMC shall concurrently resign and
shall appoint to the Board of Directors of LMC Keith Attoe, Gerry
Racicot, Robert Kim and T.W. Chung provided each consents to so
act. The present President, Secretary and Treasurer of LMC shall
resign and the new Board of Directors shall appoint Robert Kim as
President, Keith Attoe as Treasurer and J.K. Lee as Secretary
provided each consents to so act.
4.3 Upon Closing, the sole shareholder of K-Tronik (which shall then
be LMC) shall hold a shareholders' meeting for K-Tronik and
shall confirm the appointment of the present President and
Directors of K-Tronik.
5. MISCELLANEOUS
5.1 Any notice to be required or permitted hereunder will be in
writing and sent by delivery, facsimile transmission, or prepaid
registered mail addressed to the party entitled to receive the
same, or delivered to such party at the address specified above,
or to such other address as either party may give to the other
for that purpose. The date of receipt of any notice, demand or
other communication hereunder will be the date of delivery if
delivered, the date of transmission if sent by facsimile, or, if
given by registered mail as aforesaid, will be the date on which
the notice, demand or other communication is actually received by
the addressee.
5.2 This Agreement shall enure to the benefit of and be binding upon
the parties hereto and their respective heirs, executors,
successors and permitted assigns.
5.3 Each of the parties hereto agrees that it shall be responsible
for its own legal expenses and disbursements relating to this
Agreement and the negotiation and preparation of any further
agreements.
5.4 This Agreement shall be interpreted and construed in accordance
with the laws of the State of New Jersey and the parties agree to
attorn to the courts thereof.
5.5 All dollar figures in this Agreement are given in valid currency
of the United States of America.
5.6 This Agreement may be executed by facsimile and in counterpart.
5.7 All amendments to this Agreement must be in writing and signed by
all of the parties hereto.
5.8 The interests, rights and obligations of the parties herein may
not be assigned, sold, transferred or otherwise conveyed without
the express written consent of the parties hereto.
5.9 All parties have been advised to seek independent legal advice
with respect to applicable securities, tax and other laws,
statutes and regulations and with respect to their review of this
Agreement.
If the above terms and conditions accurately record your understanding
of our agreement, please so acknowledge by signing a copy of this
Agreement in the space provided below turning the
same to us at your earliest convenience. Upon your execution thereof,
this Agreement will constitute a legal and binding agreement subject
to its terms.
Yours truly,
ETIFF HOLDINGS, LLC
/s/ Keith Attoe
Keith Attoe, Operating Manager
The terms of the Agreement above are hereby read, understood,
acknowledged, accepted and consented to (should such consent by
required) by the undersigned effective the 8th day of November, 2001.
/s/ Robert Kim
MR. ROBERT KIM
LMC CAPITAL CORP.
/s/ Philip Cassis
____________________________
Philip Cassis, Authorized Signatory
K-TRONIK INT'L CORPORATION
/s/ Robert Kim
____________________________
Robert Kim, Authorized Signatory