ACQUISITION AGREEMENT
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Tesmark, Inc, a Nevada Corporation, located at 0000 X. Xxxxxx Xxx, Xxxxx 000,
Xxx Xxxxx, XX 00000, hereinafter referred to as "TSMK" and Xxxxxxx Leajeunesse,
Xxxxxx Xxxxxx, and Xxx Xxxxxxxx, a partnership located at 000 Xxxxxxx Xxxxxx,
Xxxxxxxx, XX X0X0X0, hereinafter referred to as "5 G PARTNERS" are the parties
in this agreement.
RECITALS
A. Tesmark, Inc., is a publicly owned Nevada corporation trading on the OTC
Bulletin Board, Symbol TSMK.
B 5 G PARTNERS is a private Canadian partnership that owns the content,
ideas, and proprietary know how that will develop 5 G WIRELESS.
C. TSMK is desirous of acquiring the service and business model of the
partners.
D. The parties are desirous of formalizing the acquisition of 5 G PARTNERS.
NOW THEREFORE, IN CONSIDERATION OF THEIR MUTAL PROMISES AND COVENANTS SET FORTH
HEREINAFTER, THE PARTIES AGREE AS FOLLOWS:
1. Purchase and Exchange: Seventy Four Thousand Dollars ($74,000) in cash U.S.
and 150,000 shares of common stock.
2. Exchange: TSMK will purchase 100% of the interests of 5 G PARTNERS for cash
and common stock.
3. Business Purpose: To provide TSMK with a telecom wireless solutions
utilizing state of the art equipment and proprietary data service
solutions. See attached hereto business plan made a part hereof as Exhibit
C
4. Exempt Transaction: All parties acknowledge and agree that any transfer of
the securities pursuant to this Agreement will constitute an exempt
isolated transaction and that the securities received by TSMK shall not be
registered under federal or state securities laws.
5. Restricted Securities: The shares of TSMK issued to 5 G WIRELESS in this
transaction will be restricted securities and will not be registered with
State or Federal Securities Agencies. The shares will bear a restricted
legend until they are registered or an exemption from registration is
available.
6. Warranties:
a) TSMK will furnish a certificate of good standing of the State of
Nevada.
b) Neither party is the subject of lawsuits that has not been revealed.
c) Neither party or their officers or directors is the subject if any
security violation
d) 5 G PARTNERS will attach its proprietary rights, documents, and any
licenses hereto as Exhibit 2 and 3 and a part hereof.
e) TSMK shall warrant, as condition precedent that they have shareholder
and directors approval to the Acquisition Agreement.
7. Governing Law: This Agreement shall be governed by and construed under the
laws of the State of Nevada
8. Notices: Any notices or correspondence required or permitted to be given
under this Agreement may not be given personally to an individual party or
to an officer of registered agent of a corporate party or may be given by
depositing such notice or correspondence in the U.S. mail, postage prepaid,
certified or registered, return receipt requested, addressed to the party
at the following address:
Tesmark, Inc.
0000 X. Xxxxxx Xxx
Xxxxx 000
Xxx Xxxxx, XX 00000
5 G WIRELESS
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, X.X., Xxxxxx X0X 0X0
Any notice given by mail shall be deemed to be delivered on the date such
notice is deposited in the U. S. mail. Any party may change its address for
purposes of this Agreement by giving written notice to the other parties as
provided above.
9. This Agreement may be signed in counterpart.
Whereas, the foregoing Acquisition Agreement represents the understanding of the
parties, we have set our hand this 15th day of December 2000.
TESMARK, INC. 5 G PARTNERS
/S/ Xxxxx Xxxxxxx /S/ Xxxxxxx Xxxxxxxxxx
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Xxxxx Xxxxxxx Xxxxxxx Xxxxxxxxxx
/S/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
/S/ Xxx Xxxxxxxx
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Xxx Xxxxxxxx
