MEMORANDUM OF UNDERSTANDING (“MOU”)
MEMORANDUM
OF UNDERSTANDING (“MOU”)
On
this
the 16th
day of
June, 2005 BY and BETWEEN JUPITER Global Holdings, Corp. (“JPHC”) and Global
Bancorp, Inc. (“GBBI”) JPHC and GBBI may be referred to herein individually as
the “Party” or collectively as the “Parties”.
WHEREAS:
A) This
MOU
follows discussions the parties are having concerning the restructuring of
their
Joint Venture Agreement dated December 28, 2004 (the “Agreement”) concerning the
VOXBOX Telecom, Inc. (“VBX”) business (the “Joint Venture”). This MOU replaces
the Letter of Intent between the parties dated June 8, 2005 whereas the parties
entered the Letter of Intent as a non-binding agreement regarding the intention
of GBBI to purchase from JPHC the VBX Shares and any rights to VBX Shares of
VOXBOX Telecom, Inc. referred to in Section C below in exchange for a to be
finalized amount of common shares of GBBI at $0.01/share. ;
B) The
purpose of this MOU is to summarize our discussions, finalize the understanding
of the parties and terms of the restructuring of the Joint Venture and set
forth
a manner to proceed. This MOU is a legally binding agreement intended to create
obligations to proceed in a manner set forth by this MOU;
C) GBBI
holds 9200 common shares of VBX, which is equal to 50% of the issued and
outstanding shares of VBX. JPHC holds 9200 common shares of VBX (the “VBX
Shares”), which is equal to 50% of the issued and outstanding shares of VBX;
JPHC acquired the VBX Shares through purchasing 800 common shares of VBX from
GBBI as per the terms of the Agreement and 8400 common shares as per the rights
JPHC held as per the terms of the Agreement and subsequent issuance of a
Promissory Note of $420,000 (the “Liability”). GBBI wishes to purchase the VBX
Shares and the Liability from JPHC.
D) The
effort between the parties will consist of the following:
| 1. |
Completion
and closing of a Share Purchase Agreement between the
parties.
|
| 2. |
The
finalization of rights allowing JPHC to purchase additional equity
stakes
in GBBI.
|
E) The
parties will share or exchange information only as necessary for such
cooperation;
F) The
parties will attempt to meet the following targets:
| 1. |
Execution
of a Share Purchase Agreement no later than the Closing
Date
|
| 2. |
Delivery
of the VBX common shares held by JPHC (the “VBX Shares”) to GBBI and
issuance and delivery of GBBI common shares (the “GBBI Shares”) to JPHC no
later that the Closing Date.
|
UNDERSTANDING
OF THE PARTIES:
| 1. |
GBBI
will purchase from JPHC the VBX Shares and the Liability in exchange
for:
|
| a. |
five
million (5,000,000) GBBI shares @ $0.01/share (USD fifty thousand dollars
- $50,000) and;
|
| i. |
the
right to purchase up to 50,000,000 common shares of the GBBI @ $0.01/share
for a period of three (3) years from the date above written.
|
| ii. |
the
right to purchase additional common shares of the GBBI to increase
the
Seller’s fully diluted equity position to up to 50% of the issued and
outstanding shares of the GBBI (for a period of three (3) years from
the
date above written. The price/share of the common shares referred to
in
this Section will be calculated as per the following; a discount of
25% to
the average of the closing BID price of the five trading days immediately
prior to the day the Seller executes its subscription agreement to
purchase additional common shares.
|
| 2. |
The
transaction referred to in Section 1 above will be executed as per
a Share
Purchase Agreement between GBBI and JPHC.
|
| 3. |
GBBI
and JPHC agree the Agreement is now null and void.
|
| 4. |
The
term of this MOU shall be for a period three (3) years from the date
above
written (the “Term”).
|
| 5. |
GBBI
agrees to change its name to VOXBOX World Telecom, Inc.
|
| 6. |
GBBI
agrees to change its ticker symbol to reflect its name change to VOXBOX
World Telecom, Inc.
|
| 7. |
GBBI
will retain VBX as a wholly owned subsidiary or absorb the VOXBOX business
from VBX through an asset purchase.
|
| 8. |
Xxx
Xxxxxxx will resign as a director and officer of VBX. Xxx Xxxxxxx and
Xxxxx Xxxxx will resign as officers of VBX.
|
| 9. |
JPHC
will have the right to appoint up to two board directors to the GBBI
board
of directors.
|
| 10. |
GBBI
agrees to use best efforts to work towards GBBI becoming a fully reporting
company and to have its common shares traded on the OTC:BB.
|
| 11. |
The
Closing shall consist of the following being executed by the parties
on or
before June 21, 2005 (the “Closing
Date”);
|
| a. |
The
execution of the Share Purchase Agreement referred to
herein;
|
| b. |
The
delivery by JPHC of the VBX Shares to
GBBI;
|
| c. |
the
issuance by GBBI of the GBBI shares to
JPHC;
|
| d. |
the
resignation of Xxx Xxxxxxx and Xxxxx Xxxxx as officers and directors
of
VBX;
|
| e. |
GBBI
amending its articles of incorporation with the State of Nevada effecting
its change of name to VOXBOX World Telecom,
Inc.
|
| f. |
Upon
Closing JPHC will remove from its books the Liability.
|
| 12. |
Upon
execution of this MOU parties may issue a mutually agreeable press
release.
|
The
parties will each bear their own costs hereunder, and the parties individually
are not authorized or empowered to obligate the other party or to incur any
costs on behalf of the other party without prior written approval.
GENERAL
PROVISIONS:
| 13. |
Entire Agreement.
|
This
MOU,
any attached schedules or exhibits contains the entire understanding between
the
parties and supersedes any prior understanding and/or written or oral agreements
between them respecting the within subject matter. There are no representations,
agreements, arrangements or understandings, oral or written, between and among
the parties hereto relating to the subject matter of this MOU, which are not
fully expressed herein.
| 14. |
Time of the Essence.
|
Time
is
of the essence in all transactions contemplated by this MOU.
| 15. |
Authority
of Parties.
|
Each
individual executing this MOU on behalf of a corporation represents and warrants
that he is duly authorized to execute and deliver this MOU on behalf of said
corporation, in accordance with a duly adopted resolution of the board of
directors of said corporation or in accordance with the by-laws of said
corporation, and that this MOU is binding upon said corporation in accordance
with its terms.
| 16. |
Headings.
The headings of this MOU are not a part of this MOU and shall have
no
effect upon the construction or interpretation of any part
hereof.
|
| 17. |
Successors
and Assigns. The
covenants and conditions herein contained, subject to the provisions
as to
assignment, apply to and bind the heirs, successors, executors,
administrators and assigns of the parties
thereto.
|
| 18. |
Separability.
Any provision of this MOU which shall prove to be invalid, void or
illegal
shall in no way affect, impair or invalidate any other provision hereof
and such other provision shall remain in full force and
effect.
|
| 19. |
Governing
Law.
This MOU and the relationship between the parties hereto will be governed
by and construed in accordance with the laws of the State of Nevada.
|
| 20. |
Counterparts
and Facsimile Signatures.
This MOU may be executed simultaneously in two or more counterparts,
each
of which shall be deemed an original, including any duly executed
facsimile or photocopy from facsimile copies, but all of which shall
constitute one and the same Agreement which shall be binding upon all
parties hereto not signatories to the same
counterpart.
|
AGREED
AND ACCEPTED AS OF THE DATE ABOVE WRITTEN:
_____________________________
JUPITER
Global Holdings, Corp.
Authorized
Signatory
_____________________________
Global
Bancorp, Inc.
Authorized
Signatory
