AGREEMENT
This Agreement WITNESSETH:
WHEREAS, X-XXXX.XXX is a corporation engaged in seeking an acquisition that will
present the company with an opportunity to expand its business in the E-Commerce
business. The Company has authorized an increase its authorized share capital to
500,000,000 shares of common stock and 100,000,000 shares of Preferred stock.
The Capital restructure is intended to position the company to finance its
global expansion in the-Commerce field.
WHEREAS: Xxxxx XxXxxxx is an Irish Citizen, and the owner of shares in
Marlborough International (the shares) a company engaged in Executive and
Staff Recruitment and in e-commerce business.
WHEREAS, Fortuna Holdings Limited and Swiss Arctic Trader Ltd, both foreign
corporations, own and control all of the issued and outstanding preferred
shares, and the majority of the common stock (the "Shares") of the company,
and the company has agreed to acquire 100% of the shares in Marlborough
International owned by XxXxxxx.
WHEREAS, XxXxxxx and or his nominee are desirous of selling, transferring and
assigning 10% of the shares on the terms and conditions contained in this
Agreement; and, WHEREAS, X-XXXX.XXX is desirous of acquiring all of the
Shares which are owned and controlled by XxXxxxx, upon the terms and
conditions as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual undertakings of the parties
and other good and valuable consideration, the receipt an sufficiency of
which is acknowledged by and between the parties, and the parties otherwise
wishing to become legally bound unto each in respect to the transactions set
forth in this agreement hereby agree as follows:
1. The foregoing recitals are hereby incorporated into the body of this
Agreement as a description of the transaction intended to be
accomplished.
2. X-XXXX.XXX will acquire 100% of the SHARES which are currently owned
by XxXxxxx, and which XxXxxxx represent to be free and clear of all
liens and encumbrances upon the following terms and conditions and
X-XXXX.XXX at its discretion may elect to change its name to
MARLBOROUGH XXXXXXXXXXXXX.Xxx the object being to build a brand name
in E-commerce businesses, diverse in their operations, however, under
a single world wide brand name.
a. By exchanging 100% of the SHARES held by XxXxxxx, (a total of
13,990,731 shares) for a consideration of $83,944,386 of shares
in the form of X-XXXX.XXX common stock. The parties acknowledge
that they have agreed for the purpose of this transaction to
value each share of X-XXXX.XXX common stock at the bid price as
quoted on the OTC market, on the day preceding the closing of
this transaction. All of the X-XXXX.XXX shares being exchanged
between X-XXXX.XXX and XxXxxxx shall be free and clear of any and
all
liens, claims and encumbrances and the shares shall be common
stock duly authorized and fully paid. The shares of XxXxxxx to be
transferred to X-XXXX.XXX shall constitute 100% of the shares
held and owned by XxXxxxx and shall be free and clear of all
liens and encumbrances.
b. At closing, X-XXXX.XXX shall provide XxXxxxx with a Share
Certificate in the name of Xxxxx XxXxxxx (with possibly some
others). This certificate shall be for an equal number of shares
as provided for in this agreement.
c. At closing, XxXxxxx shall legally transfer to X-XXXX.XXX his
total share holdings in Marlborough International. This
shareholding will equal in number the shares as provided by
X-XXXX.XXX to XxXxxxx at closing.
d. X-XXXX.XXX shall confirm a long term Consulting Agreement with
XxXxxxx for the continuing control, management, development,
expansion and operation of Marlborough International and to
develop a parallel on-line executive staff recruitment and
contracting business on such terms and conditions to be mutually
agreed prior to closing.
e. As an incentive, and in return for a Contract of Employment for a
period of 5 years, X-XXXX.XXX agrees to pay XxXxxxx $4 million
for each year of the 5 years, to a total of $20 million. (This
payment shall be in the form of X-XXXX.XXX common stock.)
f. As a waiver against any possible back dated incentive claims,
X-XXXX.XXX shall pay XxXxxxx a Contract of Employment signing fee
of $1 million. (This payment shall be in the form of X-XXXX.XXX
common stock.)
3. The closing shall occur on of before May 11th 2000 at a place and time
to be mutually agreed upon, both parties acknowledging that Nassau,
Bahamas or Dublin, Ireland will be an acceptable venue for closing.
At closing X-XXXX.XXX shall deliver to XxXxxxx and or his nominees
the above-mentioned certificate in stock of X-XXXX.XXX and XxXxxxx
shall deliver to X-XXXX.XXX 100% of the shares in Marlborough
International held by XxXxxxx.
4. XxXxxxx shall deliver to X-XXXX.XXX certified financial statements of
Marlborough International together with the current tax return, and
Annual Directors Report as filed with the Company's Office.
5. The parties agree as follows with respect to the period following the
Closing
a) In case at any time after the closing any further action is
necessary or desirable to carry out the purposes of this
Agreement, each of the Parties will take such further action
(including the execution and delivery of such further
instruments and documents) as any other Party reasonably may
request, all at the sole cost and expense of the requesting
Party.
b) The parties agree that Marlborough International shall obtain
and furnish a legal opinion from a law firm in Ireland
confirming that the operation of Marlborough
International and it's related businesses are not in violation
of Irish State Law.
c) X-XXXX.XXX hereby agrees to provide XxXxxxx with its most
recent certified financial statements as filed with the
Securities Exchange Commission on Form 10K and undertakes to
ensure that all Securities and Exchange Commission filings are
current and filed no later than a date prior to the closing. In
the event that the Marlborough International business grows in
accordance with the financial projections and budgets provided
by XxXxxxx, X-XXXX.XXX shall compensate for in the form of
stock options and bonuses in accordance with the performance of
the business and if required X-XXXX.XXX will invest to fund the
expansion of the business o a global basis as per pre agreed
budgets
6. This Agreement contains the entire agreement between the parties and
may not be changed or modified orally unless reduced to writing.
7. This Agreement shall be binding upon and inure to the benefit of the
parties, heir, heirs, administrators, executors, assigns, trustee or
other legal representatives.
8. Jurisdiction and venue for purposes of the Agreement shall vest in
the courts of competent Jurisdiction in Dublin Ireland. In the event
of any litigation arising under by virtue of this Agreement, the
prevailing party to such litigation, in addition to any other
remedies otherwise allowable by law, shall be entitled to an award of
reasonable attorneys fees and costs as well as to any other remedies
otherwise allowable by law.
9. All signatories hereto and therefore this Agreement shall be
construed without regard to any presumption or other rule requiring
construction against any party. All parties also acknowledge the
ability and opportunity to have this Agreement reviewed by
independent counsel, of his or her own choosing, prior to signing.
10. If any one or more of the provisions of this Agreement, or the
applicability of any such provision to a specific situation, shall be
held invalid or unenforceable, such provision shall be modified to
the minimum extent necessary to make it or its application valid and
enforceable, and the validity and enforce ability of all other
provision of this Agreement and all other applications of any such
provision shall not be affected thereby.
11. All notices and other communications under this Agreement shall be in
writing and shall be sent by Federal Express ( or similar overnight
service) or by registered or certified mail, return receipt requested,
postage prepaid, to the addresses and persons set forth below, or at
such other address and to the attention of such person a directed by
the parties.
12. This Agreement may be signed in multiple counterparts, all of which,
when taken together shall constitute one and the same document. This
Agreement and subsequent communication may be signed and transmitted
by facsimile from each party to the other and shall be seemed valid
and binding, provided hard copy originals are furnished from each
party to the other within four business days following the sending
of the facsimile copies.
IN WITNESS WHEREOF, the parties hereto have set their hands and seal as
of
the day and year first above written.
X-XXXX.XXX
By: /s/ Xxx Xxxxxxxxx
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Xxx Xxxxxxxxx, President
XXXXX XXXXXXX
By: /s/ Xxxxx XxXxxxx
-------------------------------
Its Duly Authorized Representative
Witness:
Date: 9th May, 2000
ADDENDUM TO THE ABOVE AGREEMENT
X-XXXX.XXX in accordance with Law, Regulations, Precedent and Practice
shall within the statutory time, make an offer to all Shareholders of
Marlborough International to acquire their shareholding on similar and/or exact
terms as agreed to and finalized under written agreement with XxXxxxx.
