IDIAL NETWORKS, inc.
NOTE PURCHASE AGREEMENT
THIS NOTE PURCHASE AGREEMENT is made as of the 31st day of March 2000 (the
"Effective Date") by and among iDial Networks, Inc., a Nevada corporation (the
"Company"), and Xxxx Xxxx (the "Purchaser").
The parties hereby agree as follows:
AMOUNT AND TERMS OF THE LOAN
1.1 The Loan. Subject to the terms of this Agreement, the Purchaser agrees to
lend to the Company the amount set forth in the promissory note in
substantially the form attached hereto as Exhibit A (the "Note"). The
amount of the Note is also the "Loan Amount." Unless otherwise defined, the
capitalized terms herein shall have the meanings assigned to such terms in
the Note.
1.2 [intentionally omitted]
THE CLOSING
1.3 Closing Date. The closing of the purchase and sale of the Note (the
"Closing") shall be held on the Effective Date, or at such other time as
the Company and the Purchaser shall agree (the "Closing Date").
1.4 Delivery. At the Closing (i) the Purchaser will deliver to the Company a
check or wire transfer funds in the aggregate amount of the Loan Amount;
and (ii) the Company shall issue and deliver to the Purchaser a Note in
favor of the Purchaser payable in the principal amount of the Loan Amount.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
The Company hereby represents and warrants to each Purchaser as follows:
1.5 Corporate Power. The Company will have at the Closing Date all requisite
corporate power to execute and deliver this Agreement and to carry out and
perform its obligations under the terms of this Agreement.
1.6 Authorization. All corporate action on the part of the Company, its
directors and its shareholders necessary for the authorization, execution,
delivery and performance of this Agreement by the Company and the
performance of the Company's obligations hereunder.
1.7 Offering. Assuming the accuracy of the representations and warranties of
the Purchaser contained in this agreement, the offer, issue, and sale of
the Notes are and will be exempt from the registration and prospectus
delivery requirements of the Securities Act of 1933, as amended (the "1933
Act"), and have been registered or qualified (or are exempt from
registration and qualification) under the registration, permit, or
qualification requirements of all applicable state securities laws.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
1.8 Purchase for Own Account. The Purchaser represents that it is acquiring the
Note ("Securities") solely for its own account and beneficial interest for
investment and not for sale or with a view to distribution of the
Securities or any part thereof, has no present intention of selling (in
connection with a distribution or otherwise), granting any participation
in, or otherwise distributing the same, and does not presently have reason
to anticipate a change in such intention.
1.9 Accredited Investor Status. The Purchaser is an "accredited investor" as
such term is defined in Rule 501 under the Securities Act.
1.10 Further Assurances. The Purchaser agrees and covenants that at any time and
from time to time it will promptly execute and deliver to the Company such
further instruments and documents and take such further action as the
Company may reasonably require in order to carry out the full intent and
purpose of this Agreement.
MISCELLANEOUS
1.11 Binding Agreement. The terms and conditions of this Agreement shall inure
to the benefit of and be binding upon the respective successors and assigns
of the parties. Nothing in this Agreement, express or implied, is intended
to confer upon any third party any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement.
1.12 Governing Law. This Agreement shall be governed by and construed under the
laws of the State of Colorado and made and to be performed entirely within
the State of Colorado.
1.13 Indemnification. The Company agrees to indemnify and hold harmless
Purchaser, its affiliates and its and their respective directors, officers,
partners, members, managers, employees, and agents (each, an "Indemnified
Party"), against and in respect of all losses, liabilities, obligations,
damages, deficiencies, actions, suits, proceedings, demands, assessments,
orders, judgments, costs and expenses (including the reasonable fees,
disbursements and expenses of attorneys and consultants) of any kind or
nature whatsoever, but net of the proceeds from any insurance policies or
other third party reimbursement for such loss, to the extent sustained,
suffered or incurred by or made against any Indemnified Party, to the
extent based upon, arising out of or in connection with any breach of this
Agreement.
1.14 Titles and Subtitles. The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement.
1.15 Notices. Any notice required or permitted under this Agreement shall be
given in writing and shall be deemed effectively given upon personal
delivery or upon deposit with the United States Post Office, postage
prepaid, addressed to the Company at_________________, or to a Purchaser at
_______________, or at such other address as such party may designate by
ten (10) days advance written notice to the other party.
1.16 Modification; Waiver. No modification or waiver of any provision of this
Agreement or consent to departure therefrom shall be effective unless in
writing and approved by the Company and the Purchaser.
1.17 Entire Agreement. This Agreement and the Exhibits hereto constitute the
full and entire understanding and agreement between the parties with regard
to the subjects hereof and no party shall be liable or bound to any other
in any manner by any representations, warranties, covenants and agreements
except as specifically set forth herein.
IN WITNESS WHEREOF, the parties have executed this NOTE PURCHASE AGREEMENT
as of the date first written above.
COMPANY:
IDIAL NETWORKS, INC.
By:
---------------------------------
Name:
Title:
PURCHASER:
Xxxx Xxxx
