-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RH6T/wmnkvdQFPEx89u55EFhE7/JIv21e7b1TjOyqPt+3/Wt0CX+ZsaP1fn8vFAH r5tOLh0zUtNK07zHcj1MWg== 0000909012-07-001284.txt : 20070924 0000909012-07-001284.hdr.sgml : 20070924 20070924161913 ACCESSION NUMBER: 0000909012-07-001284 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20070924 DATE AS OF CHANGE: 20070924 EFFECTIVENESS DATE: 20070924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THINKPATH INC CENTRAL INDEX KEY: 0001070630 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 52209027 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-146272 FILM NUMBER: 071131736 BUSINESS ADDRESS: STREET 1: 55 UNIVERSITY AVE STE 505 STREET 2: TORONTO, ONTARIO, CANADA CITY: M5J 2H7 BUSINESS PHONE: 4163648800 MAIL ADDRESS: STREET 1: 55 UNIVERSITY AVE STE 505 STREET 2: TORONTO, ONTARIO, CANADA CITY: MCJ 2H7 FORMER COMPANY: FORMER CONFORMED NAME: THINKPATH COM INC DATE OF NAME CHANGE: 20000414 FORMER COMPANY: FORMER CONFORMED NAME: IT STAFFING LTD DATE OF NAME CHANGE: 19980917 S-8 1 t303729.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THINKPATH, INC. (Name of small business in its charter) Ontario, Canada 52-209027 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 16 Four Seasons Place, Suite 215 Toronto, Ontario M9M 6E5 (Address of principal executive offices) (Zip Code) (416) 622-5200 (Issuer's telephone number) STOCK ISSUANCE AGREEMENT BETWEEN THINKPATH, INC. AND CHERYL GOLDMAN (FULL TITLE OF PLAN) STOCK ISSUANCE AGREEMENT BETWEEN THINKPATH, INC. AND DIRECTORS AND EMPLOYEES (FULL TITLE OF PLAN) GERSTEN SAVAGE LLP Arthur S. Marcus, Esq. 600 Lexington Avenue, 9th Floor New York, NY 10022 PHONE (212) 752-9700 FAX (212) 980-5192 (Agent for Service)
CALCULATION OF REGISTRATION FEE(1)TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF REGISTERED REGISTERED UNIT PRICE REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------------- Common Stock $0.0001 2,516,575 $0.083(1) $ 208,875.72 $6.41 par value shares per share - ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- (1) The securities of the Issuer are presently listed for trading on OTCBB. The price was calculated by the Company's Board of Directors based on the current market price, calculated solely for the purpose of determining the registration fee and computed in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933, as amended.
PART I INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION. The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participating parties in accordance with Rule 28(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"). Such document(s) are not being filed with the Commission pursuant to the introductory Note to Part 1 of Form S-8, but constitute (along with the documents incorporated by reference to the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Act. The Common Stock will be issued by the Company pursuant to agreements entered into by the Company and approved by the Board of Directors of the Company (the "Board of Directors"). These agreements were entered into by the Company as payment for services rendered by the individual parties to such agreements and in order to provide the Directors, Employees and certain Advisors that are parties to these agreements with an incentive to advance the interests of the Company, and all of its shareholders, by granting them shares of the Company's common stock. Common Stock: The Board has authorized the issuance of up to 2,516,575 shares of the Common Stock to the Directors, Employees and Advisors upon effectiveness of the registration statement. No Restrictions on Transfer Upon the shares becoming "Earned" pursuant to the terms of the relevant agreement, the Director, Employee or Advisor will become the record and beneficial owner of the shares of Common Stock upon issuance and delivery and is entitled to all of the rights of ownership, including the right to vote any shares awarded and to receive ordinary cash dividends on the Common Stock. Tax Treatment to the Director, Employee or Advisor The Common Stock is not qualified under Section 401(a) of the Internal Revenue Code. The Consultant, therefore, will be deemed for federal income tax purposes to recognize ordinary income during the taxable year in which the first of the following events occurs: (a) the shares become freely transferable, or (b) the shares cease to be subject to a substantial risk of forfeiture. Accordingly, the Director, Employee or Advisor will receive compensation taxable at ordinary rates equal to the fair market value of the shares on the date of receipt since there will be no substantial risk of forfeiture or other restrictions on transfer. If, however, the Director, Employee or Advisor receives shares of common stock pursuant to the exercises of an option or options at an exercise price below the fair market value of the shares on the date of exercise, the difference between the exercise price and the fair market value of the stock on the date of exercise will be deemed ordinary income for federal tax purposes. The Director, Employee or Advisor is urged to consult his tax advisor on this matter. Further, if any recipient is an "affiliate", Section 16(b) of the Exchange Act is applicable and will affect the issue of taxation. -1- Tax Treatment to the Company The amount of income recognized by any recipient hereunder in accordance with the foregoing discussion will be an expense deductible by the Company for federal income tax purposes in the taxable year of the Company during which the recipient recognizes income. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. A copy of any document or part hereof incorporated by reference in this Registration Statement but not delivered with this Prospectus or any document required to be delivered pursuant to Rule 428(b) under the Securities Act will be furnished without charge upon written or oral request. Requests should be addressed to: 16 Four Seasons Place, Suite 215, Toronto, Ontario M9M 6E5 PART II ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by the Registrant with the Securities and Exchange Commission ("Commission") are hereby incorporated by reference in this Registration Statement: (a) The Registrant's Form 10-KSB containing Audited Financial Statements for the Registrant's fiscal year ended December 31, 2006; (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal year for which audited financial statements of the Registrant have been filed: (i) our Current Report on Form 8K, filed with the Commission on May 9, 2007, (ii) our Current Report on Form 8K, filed with the Commission on May 19, 2007, (iii) our Quarterly Report on Form 10QSB for the quarter ended March 31, 2007, filed with the Commission on May 21, 2007 (iv) our Quarterly Report on Form 10QSB on June 30, 2007, filed with the Commission on August 20, 2007; (c) Not applicable. Any statement contained in a document incorporated, or deemed to be incorporated, by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or incorporated by reference or in any other subsequently filed document that also is or is deemed to be incorporated by reference modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. -2- ITEM 4. DESCRIPTION OF SECURITIES. The Registrant's common stock has no par value. Each share is entitled to one vote; all shares of the class share equally in dividends and liquidation rights. Pursuant to the laws of Ontario, a majority of all shareholders entitled to vote at a shareholders meeting regularly called upon notice may take action as a majority and give notice to all shareholders of such action. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Our Bylaws provide that we shall indemnify our directors and officers. The pertinent section of Canadian law is set forth below in full. In addition, we currently have officers' and directors' liability insurance. Section 136 of the Business Corporations Act (Ontario) provides as follows: (1) INDEMNIFICATION OF DIRECTORS. A corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or a person who acts or acted at the corporation's request as a director or officer of a body corporate of which the corporation is or was a shareholder or creditor, and his or her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is a party by reason of being or having been a director or officer of such corporation or body corporate, if; (a) he or she acted honestly and in good faith with a view to the best interests of the corporation; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful. (2) IDEM. A corporation may, with the approval of the court, indemnify a person referred to in subsection (1) in respect of an action by or behalf of the corporation or body corporate to procure a judgment in its favor, to which the person is made a party by reason of being or having been a director or an officer of the corporation or body corporate, against all costs, charges and expenses reasonably incurred by the person in connection with such action if he or she fulfils the conditions set out in clauses (1)(a) and (b). (3) IDEM. Despite anything in this section, a person referred to in subsection (1) is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by him in connection with the defense of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of the corporation or body corporate, if the person seeking indemnity; (a) was substantially successful on the merits in his or her defense of the action or proceeding; and (b) fulfills the conditions set out in clauses (1)(a) and (b). -3- (4) LIABILITY INSURANCE. A corporation may purchase and maintain insurance for the benefit of any person referred to in subsection (1) against any liability incurred by the person: (a) in his or her capacity as a director of the corporation, except where the liability relates to the person's failure to act honestly and in good faith with a view to the best interests of the corporation; or (b) in his or her capacity as a director or officer of another body corporate where the person acts or acted in that capacity at the corporation's request, except where the liability relates to the person's failure to act honestly and in good faith with a view to the best interests of the body corporate. (5) APPLICATION TO COURT. A corporation or a person referred to in subsection (1) may apply to the court for an order approving an indemnity under this section and the court may so order and make any further order it thinks fit. (6) IDEM. Upon application under subsection (5), the court may order notice to be given to any interested person and such person is entitled to appear and be heard in person or by counsel. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Thinkpath under Ontario law or otherwise, we have been advised the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Securities Act of 1933, as amended and is, therefore, unenforceable. In the event a claim for indemnification against such liabilities (other than payment by Thinkpath for expenses incurred or paid by a director, officer or controlling person of Thinkpath in successful defense of any action, suit, or proceeding) is asserted by a director, officer or controlling person in connection with the securities being registered, Thinkpath will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction, the question of whether such indemnification by it is against public policy in said Act and will be governed by the final adjudication of such issue. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. See Index to Exhibits, which list of exhibits is incorporated herein by reference. ITEM 9. UNDERTAKINGS. 1. Issuer hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to: (i) include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the -4- Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3 or S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports we file pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of our annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer, or controlling person of the company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -5- SIGNATURES The Registrant, pursuant to the requirements of the Securities Act of 1933, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on September 24, 2007. THINKPATH, INC. By: /S/ DECLAN FRENCH ---------------------------------- Declan French Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Declan French Chief Executive Officer, September 24, 2007 - --------------------------- Declan French /s/ Kelly Hankinson Chief Financial Officer September 24, 2007 - --------------------------- Kelly Hankinson -6- INDEX TO EXHIBITS EXHIBIT NUMBER EXHIBIT - -------------------------------------------------------------------------------- 4.1 Stock Issuance Agreement with Cheryl Goldman 4.2 Form of Stock Issuance Agreement Between Thinkpath, Inc. and Directors and Employees 5.1 Opinion of Gersten Savage LLP 23.1 Consent of Schwartz Levitsky Feldman LLP, Independent Auditor 23.2 Consent of Gersten, Savage LLP (incorporated by reference to Exhibit 5.1) -7- EX-4.1 2 exh4-1.txt STOCK ISSUE AGREEMENT STOCK ISSUE AGREEMENT THIS STOCK ISSUE AGREEMENT (this "Agreement") is made and entered into as of the 1st day of January 2007 by and between Thinkpath, Inc., an Ontario corporation (the "COMPANY") and Cheryl Goldman (the "FINANCIAL ADVISOR", and together with the Company, the "PARTIES" each a "PARTY"). WHEREAS, the Financial Advisor has agreed to render financial advisory services to the Company the period beginning January 1, 2007 up to December 31, 2007 pursuant to a Financial Advisory Agreement (the "Service Agreement") previously entered into by the Parties; WHEREAS, the Company acknowledges that the Financial Advisor has rendered services stipulated in the Service Agreement; and WHEREAS, the Company will complete the payment due to the Financial Advisor under the Service Agreement 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 FINANCIAL ADVISOR: In payment for the services rendered by the Financial Advisor to the Company under the Service Agreement, the Company hereby agreed to issue to the Financial Advisor 1,084,337 shares of the Company's common stock (the "Shares"). For purposes of this Agreement, the Shares shall be valued at $0.083 per share. Section 2. RELEASE. (a) The Financial Advisor hereby waives, releases and discharges 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 Financial Advisor has asserted, now asserts or could have asserted, but not including any claim for the enforcement of this Agreement. (b) As a material inducement to the Financial Advisor to enter into this Agreement, the Company and its subsidiaries hereby irrevocably and unconditionally waive, release and discharge the Financial Advisor, his 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: /s/ Kelly Hankinson By: /s/ Cheryl Goldman -------------------------- ------------------------ Name: Kelly Hankinson Name: Cheryl Goldman Title: Chief Financial Officer -3- EX-4.2 3 exh4-2.txt FORM OF STOCK ISSUE AGREEMENT 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- EX-5.1 4 exh5-1.txt September 24, 2007 Thinkpath, Inc. 16 Four Seasons Place, Suite 215 Toronto, Ontario M9M 6E5 Gentlemen: We have acted as counsel to Thinkpath, Inc., an Ontario corporation (the "Company"), in connection with the filing of a registration statement (the "Registration Statement") on Form S-8 under the Securities Act of 1933, as amended (the "Act"), covering the registration of up to 2,516,575 shares of common stock of the Company, par value $.001 per share (the "Common Stock"), to be issued to various consultants, officers and directors of the Company pursuant to a Stock Issuance Agreement executed by and between the Company and such consultants, officers and directors (the "Shares"). We have examined the originals, or copies certified or otherwise identified to our satisfaction, of such documents and corporate and public records as we deem necessary as a basis for the opinion hereafter expressed. With respect to such examination, we have assumed the genuineness of all signatures appearing on all documents presented to us as originals, and the conformity to the originals of all documents presented to us as conformed or reproduced copies. Where factual matters relevant to such opinion were not independently established, we have relied upon certificates of executive officers and responsible employees and agents of the Company. Based on the foregoing, it is our opinion that the Shares, when sold, paid for and issued as contemplated under the Stock Issuance Agreement , will be duly and validly issued and fully paid and nonassessable. We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby concede that we come within the categories of persons whose consent is required by the Act or the general rules and regulations promulgated thereunder. Very truly yours, /s/ Gersten Savage LLP ---------------------- Gersten Savage LLP EX-23.1 5 exh23-1.txt SCHWARTZ LEVITSKY FELDMAN llp CHARTERED ACCOUNTANTS LICENSED PUBLIC ACCOUNTANTS TORONTO o MONTREAL SLF CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The undersigned, Schwartz Levitsky Feldman llp, hereby consents to the incorporation by reference in the Registration Statement of Thinkpath Inc. (the "Company") on Form S-8 and the use of our opinion dated April 5, 2007 on the financial statements of the Company for the fiscal years ended December 31, 2007 and 2005. /S/ SCHWARTZ LEVITSKY FELDMAN llp --------------------------------- Toronto, Ontario, Canada Chartered Accountants September 21, 2007 Licensed Public Accountants 1167 Caledonia Road Toronto, Ontarioi M6A 2X1 Tel: 416 785 5353 Fax: 416 785 5663 -----END PRIVACY-ENHANCED MESSAGE-----