[EXHIBIT 10.4]
[STOCK PURCHASE AGREEMENT, CALL SOLUTIONS S.A.]
In Buenos Aires, on the seventeenth day of July, of the year two thousand and
two, it is hereby agreed between XXXXXXX XXXXX XXXX, bearer of identity card No.
__________ and XXXXX XXXXXXXX XXXXX, bearer of passport No. _______, domiciled
at No. 000, Xxxxxxxx Xxxxxxxx Xxxxxx tenth floor A of this Federal Capital City,
hereinafter referred to as THE SELLERS and XXXXXX XXXXXXXX XXXXXXX, bearer of
passport issued in the Oriental Republic of Uruguay No. _______ in the name and
on behalf of ITOLUR S.A., corporate office located at Xx. 0000, Xxxxxx Xxxxxxxx
Xxxxxx, Xxxxxxxxx 000, Xxxxxxxxxx, Xxxxxxxx Xxxxxxxx of Uruguay, who hereby
binds to ratify his legal identity before July 29th of this year, hereinafter
referred to as THE BUYER, that these presents be signed pursuant to the
following terms and conditions:
FIRST. - Background. - That the one hundred percent of capital stock is owned by
the sellers of the company which does business under the corporate name CALL
SOLUTIONS S.A. registered before the General inspection of Justice (Registry of
Corporations) under No. 6375 on Volume 14 of the registration book of the
Corporations on the 23rd day of May , 2001, with legal domicle at No. 667
Xxxxxxxx Xxxxxxxx, Floor 10 office A in this Federal capital City, which shall
be represented by Title No. 1 Shares No. 1 to 6000 and Title No. 2 Shares No.
6001 to 12.000 of $1 per one voting share each.
SECOND. - The stock selling price shall be of twenty four thousand Unites States
dollars (U$D 24,000) shall be payable as follows: 1.- Eight thousand United
States dollars (U$D 8,000) shall be paid to Xxxxxxx Xxxxx Coto on the nineteenth
day of July , 2002; 2.- Eight thousand United States dollars (U$D 8,000) shall
be paid on the nineteenth day of August , 2002 and 3.- the balance amount of
eight thousand United States dollars (U$D 8,000) shall be paid on the nineteenth
day of September, 2002.
THIRD.- The payment shall be made in United States dollar cash or the equivalent
amount in Argentine currency ("pesos") to acquire the same amount in dollars at
free market of Buenos Aires, Montevideo, Zurich and/or New York at sellers'
option.
FOURTH.- The sellers declare that the corporation CALL SOLUTIONS S.A. has no
liabilities of any kind and no emplyees, otherwise the sellers shall be jointly
and severally liable for the cancellation thereof upon substantial requirement
within the term of forty eight hours.
FIFTH.- Upon payment of eight thousand United States dollars (U$S 8,000), the
sellers shall deliver to the buyers the corporate accounting books and
commercial papers including the business office located at Xx. 000 Xxxxxxxx
xxxxxx, Xxxxx 0xx, office F at this City of Buenos Aires.
SIXTH.- The sellers shall deliver the shares to the buyers and the board of
directors shall resign so that the buyers may designate new members within the
term of seventy two hours after payment in accordance with the second clause
part 1 of these presents. The shares shall be kept under deposit and pledged to
guarantee for payment of the outstanding balance to sellers, in the office of
the notary public Xxxxxxx Xxxxx located at Xx. 0000 Xxxxxxx Xxxxxx, Xxxxx, 0,
office B at this Federal Capital City; the outstanding balance shall be
evidenced by a Promissory Note in favour of the sellers, and the buyer shall
enjoy the political rights thereof; in case of a capital stock increase, the
shares shall be kept under deposit as above stated until full payment of the
outstanding balance.
SEVENTH.- A copy of a Lease Agreement is attached hereto, and it is hereby
stated that the new board of directors shall change its legal domicile to
corporate business office located at Xx. 000 Xxxxxxxx Xxxxxx, Xxxxx 0, office F
in the City of Buenos Aires; that the buyer has accepted the terms and
conditions arising from above Lease Agreement, and agrees to release the
guarantee to Xxxxxxx Xxxxx Coto within the term of thirty days as from this
date.
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EIGHTH.- The sale of shares shall embrace legal reserve and statutory funds,
contributions to advance in case of future stock subscription and non
distributed dividends. As decided at the stockholders' meeting held on December
5th, 2001, the stockholders shall be bound irrevocably - on account of future
capital stock rise- up to $ 50,000; said contributions have not been provided
nor the seller shall provide them but the new stockholders shall subscribe and
pay-in said amounts if necessary.
NINETH.- CALL SOLUTIONS S.A. and REDIAF S.A. made an agreement and THE BUYER
hereby agrees to pay four percent (4 %) of total amount invoiced, VAT excepted
arising from said agreement in relation to the trading of cards, monthly and per
one year upon distribution in favour of Xxxxxxx Xxxxx Xxxx.
TENTH.- Any collectable amount or credit shall be collected by the seller
Xxxxxxx Xxxxx Coto until July 31st, 2002; any debt or invoice for services dated
before July 19th , of this year shall be paid by the sellers and as from stated
date the buyers shall be liable therefor.
ELEVENTH.- In case of controversies or for any legal purpose, the parties hereto
shall be submitted to the Ordinary Federal Capital City Courts and shall waive
any other special jurisdiction; delay in payment shall be followed by automatic
legal procedures.
TWELVETH.- The parties hereto shall observe secrecy and by these presents until
the expiration of this agreement THE SELLERS shall personally refrain from
dealing with any business similar to the corporate purpose of Call Solutions
S.A. in the Argentine Republic for the term of two years as from this date,
unless written authorisation is issued by the buyer.
THIRTEENTH.- In case of default in payment, the sellers shall deem these
presents concluded by operation of the law without any judicial intervention or
whatever; the shares and the Company shall be at the sellers' entire disposal.
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FOURTEENTH.- Xxxxxx Xxxxxxxx Xxxxxxx, is hereby designated as personal guarantor
in the name and on behalf of ITOLUR S.A. located at Xx. 000 Xxxxxxxx Xxxxxx,
Xxxxx, Xxxxxxxx Xxxxxxxx of Uruguay; he waives the rights of exemption and
distribution and is jointly and severally liable therefor.
Two copies of the same tenor are duly signed for this purpose.
There appear three illegible signatures.
On the right top corner of each page there appears a seal that reads: Xxxxx
Xxxxxxxx Xxxxx Notary Public, registration number 4556 followed by an illegible
signature.
Buenos Aires, August 15th, 2002, I, Notary public, holder of the Public
Agreements Record Book No. 1587, HEREBY CERTIFY: That the signatures on the
document attached hereto -the requirement of signature certification is executed
hereby on entry number 61 registered on record book number 50- are done before
me by the person/s of my knowledge; their names and identity card numbers duly
are acknowledged. 1) XXXXXXXXX XXXXXX XXXXXX, identity card issued in Oriental
Republic of Uruguay number __________; 2) XXXXXXX XXXXX XXXX, identity card
number ___________, who both appeared PER SE.
There appear an illegible signature and a seal.
On attached sheet:
In Buenos Aires, on the fourteenth day of August, 2002, it is hereby agreed
between XXXXXXX XXXXX COTO, and XXXXX XXXXXXXX XXXXX, hereinafter referred to as
THE SELLERS and XXXXXXXXX XXXXXX XXXXXX, hereinafter referred to as THE BUYER,
to sign this sales agreement according to the following terms and conditions:
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FIRST.- The parties hereto ratify the share stock purchase and sale agreement
subscribed with the Company CALL SOLUTIONS S.A.
SECOND.- The parties hereby agree that ITOLUR S.A. buys 11999 shares, and is
entitled to Title 1 shares 1 to 6000 and Title 2 shares 6001 to 11999 and
XXXXXXXXX XXXXXX XXXXXX acquires stock number 12.000 from Title 2.
THIRD.- THE SELLERS shall hereby deliver the certificates of title evidencing
the shares 1/6000 and 6001to12.000 and THE BUYER shall accept them accordingly.
FOURTH.- This agreement shall be deemed as formal receipt and letter of payment
for the amounts advanced to SELLERS: eight thousand United States dollars (USD
8,000) on July 19th, 2002 and eight thousand United States dollars (U$D 8,000)
on August 19th, of this year.
FIFTH.- Upon execution of this agreement, THE SELLERS shall deliver corporate
accounting books and commercial papers and THE BUYER shall accept them
accordingly, the board of directors resigns to be replaced by the new board of
directors to be appointed by the buyers.
SIXTH.- The invoice issued by "Telefonica" related to line 0800-2223222 remains
unpaid by .the sellers who have requested particulars thereof; such invoice
shall be cancelled in due time, if possible.
SEVENTH.- The parties hereto shall consider the substitution of the guarantee
deposit established on the leased office located at 000, Xxxxxxxx xxxxxx and
shall return Xxxxxxx Xxxxx Xxxx the amount of $300 once substituted.
EIGHTH.- Xxxxxxxxx Xxxxxx Xxxxxx is hereby appointed as guarantor, co-debtor and
shall pay for liabilities on behalf of Itolur S.A. until the fulfilment of the
obligations herein provided.
Two copies of the same tenor are duly signed for this purpose.
There appear four illegible signatures followed by the notary public illegible
signature and seal.
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