SHARE PURCHASE AGREEMENT
This Share Purchase Agreement (the "Agreement") is effective as of November
11, 1999 and is entered into by and among Xxxxxxxx.xxx (Isle of Man) Ltd., a
corporation having a place of business at Xxxxxxxxxxxxx Xxxxx, Xxxxxx Xxxx,
Xxxxxxxx Road, Xxxxxxx, Isle of Man, IM2 4RB ("Purchaser"), Xxxxxxxx.xxx
Corporation, a Florida corporation (the "Corporation"), Aundyr Enmyn Limited,
residing at Xxxxxxxxxxxxx Xxxxx, Xxxxxx Xxxx, Xxxxxxxx Road, Xxxxxxx, Isle of
Man, IM2 4RB ("Aundyr"), IFG International (Nominees) Limited, residing at
Xxxxxxxxxxxxx Xxxxx, Xxxxxx Xxxx, Xxxxxxxx Road, Xxxxxxx, Isle of Man, IM2 4RB
("IFG"), Aundyr Trust Company Ltd in its capacity as trustee of El Moro Trust
("Aundyr Trust" and together with IFG and Aundyr, the "Sellers") and xXxxx.xxx
(Isle of Man) Ltd., a company having an office at Xxxxxxxxxxxxx Xxxxx, Xxxxxx
Xxxx, Xxxxxxxx Road, Xxxxxxx, Isle of Man, IM2 4RB ("eBanx).
RECITALS
WHEREAS, Purchaser and certain of its affiliates are engaged in the
business of developing distributed wide area network gaming and e-commerce
systems and provide system development, network management and ongoing technical
support services for its gaming industry clients;
WHEREAS, eBanx is the sole owner of the eBanx online financial relationship
management system;
WHEREAS, there are two shares of eBanx issued and outstanding, one of which
is owned by Aundyr and the other of which is owned by IFG, both of which shares
are owned beneficially by Aundyr Trust, in its capacity as trustee of the El
Moro Trust.
WHEREAS, the Corporation, the parent company of Purchaser, is engaged in a
private offering to raise up to $3,500,000 of additional capital by means of an
offering (the "Offering") of up to 1,000,000 shares (the "Offering Shares") of
common stock, par value $.00001 per share, of the Corporation (the "Common
Stock") and an option (the "Option") to purchase that number of shares of Common
Stock (the "Option Shares" and together with the Offering Shares, the "Shares")
that equals (a) 150,000 plus (b) 1,000,000 less the Offering Shares, at $3.50
per share exercisable for a 30 day period.
WHEREAS, the Corporation has retained the firm of Thomson Kernaghan & Co.
Limited (the "Placement Agent") to assist it in connection with the Offering;
WHEREAS, in connection with the terms of the Offering, it is necessary that
Purchaser purchase eBanx from Sellers so that eBanx shall become indirectly
wholly owned by the Corporation;
WHEREAS, each of Purchaser and Sellers has agreed with the Placement Agent
to effect the purchase and sale of all of the outstanding shares of eBanx
pursuant to certain conditions.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements herein contained, the recitals set forth hereinabove which by this
reference are incorporated herein, and of the good and valuable consideration,
the receipt of which is hereby acknowledged, the parties hereby agree as
follows:
1. Purchase of eBanx. Subject only to the satisfaction of the conditions of
closing set forth herein, Sellers hereby sell, assign and transfer and Purchaser
hereby purchases, the issued and outstanding shares of eBanx in accordance with
the terms and conditions of this Agreement.
2. Consideration. The Corporation shall deliver to Sellers 1,500,000
shares of its Common Stock in exchange for the transfer of all of the issued and
outstanding shares of eBanx to Purchaser.
3. Representations of Aundyr and IFG. Each of Aundyr and IFG jointly and
severally represents and warrants to the Purchaser as follows:
a. Aundyr and IFG each owns of record one share of common stock of
eBanx and there are issued and outstanding an aggregate of two
shares (the "Shares") of eBanx.
b. Aundyr and IFG hold the Shares, respectively, as nominee holders
and have no other interest or involvement in the business
of eBanx.
c. All necessary actions have been taken by each of Aundyr and IFG to
authorize the execution, delivery and performance of this
Agreement.
d. The entering into of this Agreement and the transactions
contemplated hereby will not result in the violation of any of
the terms and provisions of the constating documents or by-laws
of IFG or Aundyr or of any indenture or other agreement, written or
oral, to which IFG or Aundyr may be a party.
4. Representations of Aundyr Trust. Aundyr Trust represents and warrants to
the Purchaser as follows:
a. eBanx owns all proprietary rights, title and interest in and to the
eBanx technology assets (the "eBanx Assets") and owns all of
the issued and outstanding shares of eBanx Ltd., a Nevada
corporation.
b. There are no liens, encumbrances, security interests, pending
litigation or other claims known to the Corporation that would
adversely affect the eBanx Assets.
c. All of the shares of eBanx are owned by Aundyr and IFG as the owner
of record, and by Aundyr Trust as the beneficial owner, with
a good and marketable title thereto, free and clear of all
mortgages, lens, charges, security interests, adverse claims,
pledges, encumbrances and demands whatsoever.
d. No person, firm or corporation has any agreement or option or any
right or privilege capable of becoming an agreement for the
purchase, subscription, allotment or issuance of any of the
unissued share so in the capital of eBanx or of any securities
of eBanx.
e. The entering into of this Agreement and the transactions
contemplated hereby will not result in the violation of any of
the terms and provisions of the constating documents or by-laws of
eBanx or of any indenture or other agreement, written or oral,
to which eBanx or Aundyr Trust may be a party.
f. All necessary actions have been taken by Aundyr Trust to authorize
the execution, delivery and performance of this Agreement.
5. Conditions to Closing. The obligations of the Sellers to effect the
sale of the shares of eBanx common stock shall be subject to the fulfillment of
the following condition:
a. The Placement Agent shall arrange for the closing of a minimum of
$2,000,000 in the Offering, and the closing of the Offering
wherein at least $2,000,000 is raised shall occur prior to
November 15, 1999.
6. Closing. The Closing of the transactions contemplated by this Agreement
shall occur forthwith following the satisfaction of the conditions to Closing
set forth in paragraph 4 hereof.
7. Miscellaneous.
a. Successors and Assigns. All rights, covenants and agreements of
the parties contain in this Agreement shall, except as
otherwise provided herein, be binding upon and inure to the benefit
of their respective successors and assigns.
b. Governing Law. This Agreement shall be governed by and construed
both as to validity and performance and enforced in accordance with
the laws of the Isle of Man.
c. Amendment. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the
parties hereto.
d. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same
instrument.
e. No Adverse Construction. Any rule that provides that a contract
is to be construed against he party drafting the contract is hereby
waived, and shall have no applicability in construing this
Agreement or any provisions hereof.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first above written.
XXXXXXXX.XXX CORPORATION
/s/ Xxxx Xxxxxx
--------------------------
Name: Xxxx Xxxxxx
Title: Director
XXXXXXXX.XXX (ISLE OF MAN) LTD.
/s/ Xxxx Xxxxxx
--------------------------
Name: Xxxx Xxxxxx
Title: Director
AUNDYR ENMYN LIMITED
/s/ X.X. Xxxxxx
--------------------------
By: X. X. Xxxxxx
Title: Director
IFG INTERNATIONAL
/s/ X. X. Xxxxxx
--------------------------
Name: X.X. Xxxxxx
Title: Director
XXXXX.XXX (ISLE OF MAN) LTD.
/s/ X. X. Xxxxxx
--------------------------
Name: X.X. Xxxxxx
Title: Director
AUNDYR TRUST COMPANY LIMITED
In its capacity as trustee of El Moro Trust
/s/ X. X. Xxxxxx
--------------------------
Name: X.X. Xxxxxx
Title: Director
