VIAVID BROADCASTING, INC.
A Nevada Corporation
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January 26, 1999
THE SHAREHOLDERS OF VIAVID BROADCASTING CORP.
Attention: Mr. Xxxx Xxxxxxx
Dear Sirs:
Re: VIAVID BROADCASTING, INC. (the "Company")
- Offer to Acquire 100% of the Outstanding Shares of ViaVid
Broadcasting Corp., a British Columbia company ("ViaVid")
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We write to set out the offer of the Company to the shareholders of
ViaVid (the "Shareholders") to acquire 100% of the outstanding
shares of ViaVid.
This offer is on the terms and is subject to the conditions set
forth in this letter. If this offer is acceptable, we ask that you
indicate your agreement by signing this letter where indicated
below, completing the required information and returning an
executed copy to us. This offer is open for acceptance until
12:00 p.m. (Pacific Time) on January 29, 1999 (the "Expiry Time"),
at which time this offer will terminate unless extended in writing.
The Company's offer is as follows:
1. Offer to Purchase
The Company offers to purchase from each Shareholder all shares of
ViaVid (the "Shares") held by the Shareholder on the terms and
subject to the conditions set forth in this offer. The Company's
obligation to purchase the Shares held by any Shareholder is
conditional upon Shareholders holding all of the outstanding shares
of ViaVid accepting this offer by the Expiry Time.
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2. Payment for the Shares
The Company will issue to each Shareholder accepting this offer
(each an "Accepting Shareholder") 1,700 common shares of the
Company (each a "Company Share" and together, the "Company Shares")
for each share of ViaVid held by the Accepting Shareholder. (For
Example: A shareholder of ViaVid accepting this offer who holds
1,000 common shares of ViaVid would receive 1,700,000 common shares
of the Company on closing.)
Each Accepting Shareholder acknowledges and agrees that the Company
Shares are being issued pursuant to available exemptions from the
prospectus and registration requirements of each of the Securities
Act (British Columbia) and the United States Securities Act of
1933. The Accepting Shareholder agrees to abide by all applicable
resale restrictions and hold periods imposed by such statutes.
All shares certificates would be endorsed with the following legend
pursuant to the United States Securities Act of 1933:
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933
(THE "ACT"), AND ARE BEING OFFERED AND SOLD
ONLY TO ACCREDITED INVESTORS IN RELIANCE UPON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
OF THE ACT. SUCH SECURITIES MAY NOT BE
REOFFERED FOR SALE OR RESOLD OR OTHERWISE
TRANSFERRED UNLESS THEY ARE REGISTERED UNDER
THE APPLICABLE PROVISIONS OF THE ACT OR ARE
EXEMPT FROM SUCH REGISTRATION.
The Accepting Shareholder acknowledges that the Company will issue
prior to the Closing Date a total of 500,000 common shares at a
price of $0.01 per share for proceeds of $5,000 US. The Accepting
Shareholder acknowledges and agrees that the Company may issue
100,000 common shares at a price of $0.50 US per share, 500,000
common shares at a price of $1.00 US per share and 200,000 common
shares at a price of $1.25 US per share. The Accepting Shareholder
consents to these issuances of shares which may be completed prior
to or after Closing, and agrees the Company has no obligation to
complete these share issuances.
3. Closing Date
The date of the closing of the purchase and sale of the Shares of
each Accepting Shareholder will be the 15th day of February, 1999
(the "Closing Date").
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4. Representations and Warranties of each Accepting Shareholder
The Company's purchase will be based on the representations and
warranties by each Accepting Shareholder that:
(A) ViaVid is a corporation duly organized, validly existing
and in good standing under the laws of the Province of
British Columbia;
(B) all Shares owned by the Accepting Shareholder are owned
free and clear of all liens, charges, encumbrances and
security interests;
(C) there is no shareholders agreement between the
Shareholders of the Company to which the Accepting
Shareholder is party;
(D) except as disclosed in the Financial Statements, ViaVid
has no indebtedness, debt or other liability to the
Accepting Shareholder and to the best knowledge of the
Accepting Shareholder, to any other Shareholder or any
officer or director of ViaVid;
(E) no person has any option, warrant or other right to
acquire any shares of ViaVid;
(F) ViaVid is the owner of all assets required for the
conduct of its business as disclosed in its financial
statements, in its business plan and as represented to
the Company;
(G) the liabilities and indebtedness of ViaVid does not
exceed the amount set forth in the Financial Statements
and there will not be any increase in such liabilities
prior to the Closing Date other than in the ordinary
course of business;
(H) all assets of ViaVid are owned by ViaVid free and clear
of all liens, charges and other financial encumbrances;
(I) the issued and outstanding capital of ViaVid consists of
3,000 common shares and there will be no shares issued
prior to the Closing Date;
(J) the books and records of ViaVid fairly and correctly set
out and disclose in all material respects, in accordance
with generally accepted accounting principles, the
financial position of ViaVid as at the date hereof, and
all material financial transactions of ViaVid relating to
its business have been accurately recorded in such books
and records;
(K) the balance sheet of ViaVid as at January 25, 1999 and
the income statement of ViaVid for the period from
November 1, 1998 to January 25, 1999 (the "Financial
Statements") as attached hereto, present fairly and
correctly the assets, liabilities (whether accrued,
absolute, contingent or otherwise) and the financial
condition of
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ViaVid as at the date thereof and there will
not be, prior to the Closing Date, any increase in such
liabilities or other material change other than in the
ordinary course of business;
(L) the business of ViaVid has been carried on in the
ordinary and normal course by ViaVid since the date of
financial statements;
(M) ViaVid is not in material default or breach of any
agreements to which it is a party and there exists no
state of facts which after notice or lapse of time or
both which would constitute a default or breach of any
such agreements;
(N) there are no actions, suits or proceedings pending or
threatened against or affecting ViaVid and the Accepting
Shareholder is not aware of any existing ground on which
any such action, suit or proceeding might be commenced
with any reasonable likelihood of success;
(O) ViaVid owns all intellectual property, including patents,
trademarks, copyrights and confidential information, as
required to conduct its business in accordance with its
business plan and promotional material.
5. Representations and Warranties of The Company
The Company represents and warrants to each Accepting Shareholder
that:
(A) the Company is a corporation duly organized, validly
existing and in good standing under the laws of the State
of Nevada;
(B) upon issue, the Company Shares will be fully paid and
non-assessable shares in the capital of the Company;
(C) the issued and outstanding shares of the Company will not
exceed the maximum number of shares contemplated by
Section 2 of this Agreement;
(D) no person has any option, warrant or other right to
acquire any shares of the Company, except as disclosed in
this Agreement;
(E) the Company is a recently incorporated corporation which
does not own any assets;
(F) the Company does not have any liabilities or
indebtedness to any party;
(G) the Company has not conducted any business since
incorporation, other than activities relating to the
acquisition of ViaVid;
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(H) the Company is not party to any material agreements;
(I) there are no actions, suits or proceedings pending or
threatened against or affecting the Company and the
Company is not aware of any existing ground on which any
such action, suit or proceeding might be commenced with
any reasonable likelihood of success.
6. Conditions Precedent to Closing
The Company's obligation to complete the purchase of the Shares
held by each Accepting Shareholder is subject to each of the
following conditions:
(A) all representations and warranties of each Accepting
Shareholder will be true and correct in all material
respects on the Closing Date;
(B) there shall have been no material adverse change to the
business of ViaVid between the date of acceptance and the
Closing Date;
(C) each Accepting Shareholder will have made the deliveries
contemplated in this offer on the Closing Date;
(D) this offer will be accepted by Shareholders holding all
of the issued and outstanding shares in the capital of
ViaVid;
(E) all books, accounting records, legal documentation,
financial statements, material contracts relating to
ViaVid will have been delivered to the Company prior to
or on the Closing Date.
Each Accepting Shareholder's obligation to complete the sale of the
Shares held by the Accepting Shareholder is subject to each of the
following conditions:
(A) all representations and warranties of the Company will be
true and correct in all material respects on the Closing
Date;
(B) the Company will have made the deliveries contemplated in
this offer on the Closing Date.
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7. Closing Deliveries
On the Closing Date, each Accepting Shareholder will deliver to the
Company:
(A) the Shares held by the Accepting Shareholder, duly
endorsed for transfer to the Company;
(B) written confirmation by the Accepting Shareholder as to
the truth and correctness of the representations and
warranties of the Accepting Shareholder as of the Closing
Date;
(C) if the Accepting Shareholder is an officer or director of
ViaVid, the resignation of the Accepting Shareholder, if
required by the Company, from each such position or
positions;
(D) all other corporate resolutions, agreements, assignments,
consents and documentation as deemed necessary by the
Company's solicitors to give effect to the transactions
contemplated by this agreement in accordance with
accepted commercial practice.
On the Closing Date, the Company will deliver to each Accepting
Shareholder an Acknowledgement of Acceptance executed by the
Company confirming the Company will deliver the certificates
representing the Company Shares to which the Accepting Shareholder
is entitled. Each Accepting Shareholder acknowledges and agrees
that delivery of share certificates will be delayed pending
appointment of the Company's transfer agent.
8. Appointment of Directors
On completion of the Closing, the following will be appointed the
officers and directors of the Company:
(A) Directors
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Xxxx Xxxxxxx
Xxxxx Xxxxxxx
(B) Officers Office
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Xxxxx Xxxxxxx President
Xxxxxx Xxxxxxx Secretary and Treasurer
O. Xxxxxx Xxxxx Vice-President, Finance
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9. Acceptance
If a Shareholder wishes to accept this offer, the Shareholder must:
(A) execute this offer where indicated below;
(B) complete all information;
(C) deliver a copy of the Accepting Shareholder's acceptance
to the Company by no later than 12:00 p.m. (Pacific Time)
on January 29, 1999.
Yours truly,
VIAVID BROADCASTING, INC.
Per: /s/ Xxxxx Xxxxxxx
Director
This offer is accepted and agreed to this 26 day of January,
1999.
SIGNATURE OF SHAREHOLDER: /s/ Xxx Xxxxx
(Sign)
NUMBER OF SHARES HELD: 1000
(Number of Shares of ViaVid)
NAME OF SHAREHOLDER: 549419 BC Ltd
(Print Name)
ADDRESS OF SHAREHOLDER: 0000 Xxxxxxxxx Xx.
(Print Address)
W. Vanc.
