PURCHASE AGREEMENT
This Purchase Agreement is entered into as of October 23, 1997, by and
between Teleconferencing Systems International, Inc. ("TSI"), a Colorado
Corporation, and the shareholders of G S Telecom Ltd. ("GST"), incorporated in
the Isle of Man and/or assigns.
RECITALS
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A. TSI desires to acquire interests in businesses and other assets.
B. GST is engaged in start up telecommunications business.
C. The Parties desire that TSI acquire from GST shareholders 100% of the
outstanding stock of GST and TSI shall pay $150,000 in consideration for the
shares on the terms and conditions set forth herein.
AGREEMENT
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In consideration of the mutual promises and covenants contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. PURCHASE PRICE
Upon the terms and subject to the conditions set forth in this Agreement,
TSI shall deliver to GST shareholders a debenture note for $150,000 bearing no
interest due in one year and convertible to 15 million shares post reverse split
of common stock of TSI at option of holder of the outstanding shares of TSI's
common stock (the "Shares") which consideration shall be delivered at Closing.
2. CLOSING
2.1 Time and Place. The Closing of the transactions provided for in
Section 1 (the "Closing") shall be held in the offices of TSI, Inc. on the fifth
business day after all conditions to this Agreement shall have been satisfied in
full (the "Closing Date"), but no later than November 15, 1997.
2.2 Delivery of Documents. At the Closing, the parties will exchange
certificates the debenture note and other documents as called for by this
Agreement. In particular, GST shareholders shall deliver, the stock certificates
representing the 15,160,000 Shares being sold by them pursuant to Section 1 duly
endorsed in the name of GST or its assignees and TSI shall deliver its debenture
note with the terms set forth in the paragraph 1 above.
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3. REPRESENTATIONS AND WARRANTIES OF TSI
TSI represents and warrants to and covenants and agrees with GST as
follows:
3.1 Organization. TSI is a corporation duly organized, validly
existing and in good standing under the laws of the State of Colorado, and has
full corporate power and authority, to carry on its business as it is now
conducted and to enter into, perform and consummate this Agreement and all other
agreements and acts necessary to complete the transactions herein contemplated.
TSI is qualified to do business and in good standing in every jurisdiction where
the nature of its activities requires it to so qualify, except for jurisdictions
in which failure to be so qualified could not subject TSI to any material
liability or disability by reason of such failure. TSI has delivered to GST
shareholders complete and correct copies of its Articles of Incorporation and
its Bylaws, each as amended to date.
3.2 Binding Agreement; Consents; No Conflicts. This Agreement has been
duly authorized, executed and delivered by TSI and is the legal, valid and
binding agreement of TSI, enforceable against TSI in accordance with its terms,
except as such validity, binding effect or enforceability may be limited by
bankruptcy, insolvency, moratorium or other similar laws relating to creditors;
rights generally and except that the performance, is subject to the discretion
of the court before which any proceeding therefor may be brought. No permission,
authority or action by any other party is required for the execution, delivery
or performance of this Agreement by TSI. The execution and delivery of this
Agreement do not, and the performance of this Agreement will not, conflict with
or result in a breach or violation of, or entitle any party to terminate or call
a default under any material contract, agreement or obligation to which TSI is a
party, or contravene TSI, or any law, regulation, ordinance or order applicable
to Seller or any of its properties or assets.
3.3 Compliance with Laws and Regulations. TSI has complied in all
material respects with all laws and administrative regulations and any
judgments, orders or decrees of any court, tribunal, agency or other
governmental body (a "Governmental Agency") applicable to or binding upon it,
noncompliance with which would reasonably be expected to have a material adverse
effect on the business, condition (financial or other), results of operations,
prospects, or properties of TSI.
3.4 Litigation. There is no litigation, arbitration proceeding or
governmental proceeding pending, instituted or, to the knowledge of TSI,
threatened against TSI.
Neither TSI nor any of its properties or assets is subject to any judgment,
order or decree of any Governmental Agency that has or may have a material
adverse effect on the business, condition (financial or other), results of
operations, prospects or properties of TSI.
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3.5 Investment Intent. TSI is acquiring the Shares for its own account
or the accounts of its principal for investment purposes and not with a view to,
or for sale or resale in connection with, any public distribution thereof or
with any present intention of selling, distributing or otherwise disposing of
the Shares.
4. REPRESENTATIONS AND WARRANTIES OF GST Shareholders.
The GST shareholders represents and warrants to TSI as follows:
4.1 Binding Agreement; Consents; No Conflicts. This agreement is duly
authorized, executed and delivered and is the legal, valid and binding agreement
of GST shareholders, enforceable against GST shareholders in accordance with its
terms, except as such validity, binding effect or enforceability may be limited
by bankruptcy, insolvency, moratorium or other similar laws relating to
creditors; rights generally and except that the availability of equitable
remedies, including specific performance, is subject to the discretion of the
court before which any proceeding therefor may be brought. No permission,
approval or consent by any federal, state or local governmental authority or by
any other party is required for the execution, delivery or performance of this
Agreement by GST shareholders. The execution and delivery of this Agreement do
not, and the performance of this Agreement will not, conflict with or result in
a breach of violation of, or entitle any party to terminate or call a default
under any material contract, agreement or obligation to which GST or its
shareholders are a party, or any law, regulation, ordinance or order applicable
to GST or any of its Properties or Assets.
4.2 Investment Intent. GST shareholders are acquiring the Debenture
and any Shares to which it is convertible for its own account or the accounts of
its principal for investment purposes and not with a view to, or for sale or
resale in connection with, any public distribution thereof or with any present
intention of selling, distributing or otherwise disposing of the Shares.
5. TRANSACTIONS PRIOR TO CLOSING
5.1 GST Shareholders Access to Information. TSI shall give to GST
Shareholders and to its counsel, accountants and other advisors, consultants and
representatives, full access, during normal business hours throughout the period
prior to the Closing Date, to all of the properties, books, contracts,
commitments and records of TSI, and will furnish GST shareholders during such
period all such information concerning TSI as they reasonably may request.
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5.2 TSI Access to Information. GST shareholders shall give to TSI and
to its counsel, accountants and other advisors, consultants and representatives,
access at reasonable times during normal business hours throughout the period
prior to the Closing Date, to all books and records pertinent to GST.
5.3 Reasonable Best Efforts. TSI shall use its reasonable best efforts
to:
a. Satisfy all of the conditions to the Closing to be fulfilled and
satisfied by it.
b. Cause to be performed all the matters required by it at the
Closing, and take such steps and do such acts as may be necessary to make all of
its Agreement true and correct in all material respects as of the Closing Date,
with the same effect as if the same had been made and this Agreement had been
dated at and as of the Closing Date.
6. CONDITIONS PRECEDENT TO TSI's OBLIGATION TO CLOSE
The obligation of TSI hereunder to consummate this Agreement is expressly
subject to the satisfaction, on or prior to the Closing Date, of all of the
following conditions (compliance with which or the occurrence of which may be
waived in whole or in part in writing by TSI):
6.1 Representations and Warranties. All representation and warranties
of GST shareholders contained in this Agreement shall be true, correct and
complete as of the Closing Date as if made at and as of such date.
6.2 Covenants. GST shareholders shall have performed and satisfied all
covenants and conditions required by this Agreement to be performed or satisfied
by it on or prior to the Closing Date.
6.3 Approval of Documentation. The form and substance of all
certificates, deeds and other documents to be delivered by GST or its
shareholders under this Agreement shall be satisfactory in all reasonable
respects to TSI and its counsel.
6.4 Records. Records: All records as required in section 4.4 shall
have been furnished to TSI by GST shareholders, and TSI shall have obtained its
own independent audit, if required, of the income and expenses from the subject
business operations of GST.
6.5 GST shareholders shall have provided all information relating to
operating costs of its business within the past two years.
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7. TERMINATION
7.1 Mutual Agreement; Failure to Perform. This Agreement may be
terminated on or before the Closing Date without liability on the part of any
party exercising such right of termination:
a. by the mutual written agreement of the parties; or
b. by any party if there has been a material breach of warranty
under this Agreement by the other party or if there has been
any failure by the other party to perform its obligations
under this Agreement.
8. MISCELLANEOUS
8.1 Notices. Any notice or other communication required or permitted
hereunder shall be in writing, and shall be deemed to have been given only when
personally delivered or delivered by telex or telefax (confirmed in writing) or
by registered air mail. The addresses for notice are as follows:
if to TSI, Inc., to:
Teleconferencing Systems, Inc.
C/O Xxxxxxx X. Xxxxxxx
00000 X. 00xx Xxxxxx, #000
Xxxxx Xxxxx, XX 00000
if to G S Telecom Ltd., to:
G S Telecom Ltd.
Attn: Xx. Xxxxx Xxxxx
00 Xxxxx Xxxxx Xxxxxx
Xxxxxx XX0X 0XX
Each of the parties shall be entitled to specify a different address
by giving notice as aforesaid.
8.2 Entire Agreement. This Agreement constitutes the entire agreement
between the parties pertaining to the subject matter and supersedes all prior
agreements, understandings and discussions, whether oral or written.
8.3 Amendment and Modification. No supplement, modification, waiver or
termination of this Agreement shall be binding unless executed in writing by the
party to be bound. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provision (whether or not
similar), nor shall such waiver constitute a continuing waiver unless otherwise
expressly provided.
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8.4 Headings. Section and subsection headings are not to be considered
part of this Agreement and are included solely for convenience and reference and
shall not be held to define, construe or limit the meaning of any provision of
this Agreement.
8.5 Successors and Assigns. All of the terms, provisions and
obligations of this Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.
8.6 Governing Law. The validity, construction and interpretation of
this Agreement shall be governed by the internal laws of the State of Colorado
applicable to contracts made and to be performed wholly within that state.
8.7 Third Parties. Nothing in this Agreement, expressed or implied, is
intended to confer upon any person other than the parties hereto any rights or
remedies under or by reason of this Agreement.
8.8 Attorney's Fees. In the event of litigation or arbitration to
enforce any of the terms and conditions herein, the prevailing party in such
litigation or arbitration shall be entitled to an award of reasonable attorneys'
fees and costs of such a proceeding.
8.9 Survivability. All provisions of this Agreement, including but not
limited to the representations, warranties, covenants, and indemnities of the
parties, shall survive the Closing of this Agreement and remain in full force
and effect between the parties for the period of time as defined in this
Agreement or if no time period is prescribed, in perpetuity.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the date first set forth above.
Teleconferencing Systems
G S Telecom Ltd. Shareholders International, Inc.
Xxxxx Xxxxxx Xxxxx By:/s/ Xxxxxx Xxxxx
Raehill Investments Limited ---------------------------------------
Xxxxxxxxx Xxxxxxx Xxxxxxxx Xxxxx Title: President
Charterhouse Trust Company, Ltd.
C.C.S. Directors Limited
Xxx. Xxx Xxx Xxx
C.C.S. Secretaries Limited
C.C.S. Corporate Services Limited
Xxxx Xxxxxx Xxxxxx
Xxxxxxx Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxx, Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxx Xxxxx
Xxxxx Xxxxx, Eldorado Investments Limited
Xxxxxxx Xxxxxxx, Xxxx X Xx Xxxxx
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