SHARE PURCHASE OPTION AGREEMENT
INTERLINK
GLOBAL CORP.,
a
corporation organized and existing under the Laws of the State of Nevada, United
States of America (“Interlink”); and LANE BRIDGE OVERSEAS LTD., a corporation
organized and existing under the Laws of British Virgin Islands (“LANE”), hereby
declare:
WHEREAS
LANE has provided certain services to Interlink in connection with the
negotiations of a debt reduction program in Communication Networks Holdings
Ltd.
a
company
incorporated and existing under the laws of Bermuda;
WHEREAS
LANE and Nera Networks AS, a corporation domiciled in Norway, have executed
an
agreement pursuant to which Lane can offer to Interlink products manufactured
by
Nera Networks AS at a discount of 20 % from Nera Networks AS global price list
2005;
WHEREAS
in consideration for the services described above (the “Services”), Interlink
wishes to grant to LANE a purchase option on certain Interlink-Global Shares,
as
such term is defined in Section 1 below, and LANE wishes to accept such purchase
option;
NOW,
THEREFORE, Interlink and LANE have agreed to enter into this stock purchase
option Agreement for the Interlink Global Shares, to be governed by the
following clauses:
FIRST:
In
consideration for the Services rendered by LANE to Interlink, Interlink grants
an exclusive and irrevocable purchase option to LANE to purchase the amount
of
Two Million (2,000,000) Interlink-Global Shares. For purposes of this agreement
“Interlink-Global Shares” means common stock of Interlink, quoted on the OTC
Market in the United States under the symbol ILKG (hereinafter the “Shares”).
SECOND:
Interlink agrees that the sale price of the Shares if the purchase option
granted herein is exercised by LANE will be one cent of one United States of
America Dollar (US$ 0,0001) per Share.
THIRD:
In
consideration for the granting of this option, LANE shall pay Interlink the
amount of Ten U.S. Dollars (US$ 10.00).
FOURTH:
LANE may exercise the option granted by Interlink pursuant to this Agreement
by
means of a written notice addressed and delivered to Interlink, in accordance
with the provisions of Clause Seventh of this Agreement. LANE must pay Interlink
the sale price stipulated in the Clause Second either by bank draft or by wire
transfer of immediately available funds as instructed by Interlink.
LANE
may
exercise this option in any number of shares and as many times as it wish on
any
moment prior to the expiration date hereof. The purchase option referred to
herein expires on December 31, 2009, unless Interlink and LANE agree to extend
said term.
FIFTH:
The Interlink Global Shares to be granted to LANE shall not have diminished
rights compared to shares already issued by Interlink including, but without
being limited to, voting rights, dividends, tradability or any other common
stock usual intrinsic right.
SIXTH:
Interlink hereby expressly undertakes to have each of the members of its
management who jointly hold at least sixty percent (60%) of Interlink’s Shares,
execute a separate agreement whereby each of such members accepts to refrain
from selling their Shares to any third party, unless such third party
additionally offers to purchase LANE’s Shares on the same terms and conditions
as offered by the third party to the managers.
In
addition, in the event that LANE exercises the option granted under this
Agreement, LANE undertakes to refrain from selling its Interlink’s Shares to any
third party, unless LANE previously offers such Shares to Interlink on the
same
terms and conditions as offered by such third party to LANE. LANE shall have
the
right to sale the Shares to the interested third party upon Interlink’s failure
to exercise the offer within fifteen (15) days following the date thereof.
SEVENTH:
Any notice or other communication required or permitted to be given to any
of
the parties to this Agreement shall be in writing. Any such notice shall be
deemed to have been duly given or made when it shall be delivered by hand,
post,
recorded delivery, telecopier or telex to such parties at the address specified
below:
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To
Interlink:
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0000
Xxxxxx Xx.
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Xxxxx
000
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Xxxxx,
XX 00000
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Xxxxxx
Xxxxxx Of America
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Attn.:
Mr. Xxx Xxxxxxxx
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Phone:
(000) 000-0000
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Fax:
(000) 000-0000
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To
LANE:
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Xxxxxxxxxxxx
00
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X.X.
Xxx 0000, X-0000 Xxxxxx
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Xxxxxx
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Attn.:
Mr. Thor Jernes
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Fax:
(00) 00000000
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Or
to
such other address as a party may from time to time direct in
writing.
EIGHTH:
The parties hereby agree to keep confidential the terms of this Agreement,
as
well as all materials and information acquired or received hereunder and prevent
the disclosure of such information to any third party. The terms of this
Agreement and the information acquired in connection with the Agreement may
be
disclosed only with the consent of each of the parties hereto.
NINETH:
This Agreement shall be governed by, and construed in accordance with, the
laws
of the United Kingdom and the parties hereby irrevocably submit to the
non-exclusive jurisdiction of the Courts of the United Kingdom.
On
the
fifteenth (15th) day of March, 2006.
By
LANE
/s/
Xxxxxxx
Xxxxxx
Xxxxxxx
Xxxxxx
Attorney
in Fact
By
Interlink
/s/
Xxxxxxxxxx
Xxxxxxxxxx
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