EX-2.1
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rnswshareexchangeagreement05.htm
AGREEMENT FOR SHARE EXCHANGE
AGREEMENT FOR SHARE EXCHANGE
This AGREEMENT FOR SHARE EXCHANGE (this “Agreement”) is entered
into on May 16, 2008, by and among RNS Software, Inc., a Nevada corporation
(“RNS”), Hotgate Holding Limited, a British Virgin Island company (“HOTGATE”)
and the shareholders of HOTGATE, namely Redtone Telecommunications Sdn Bhd, a
Malaysia company, Pang Wee Tak, Xxxxx Xxxxx and Xxxxxxx Xxxx, individually.
Such shareholders collectively own 100% of the shares of HOTGATE and are
sometimes referred to herein collectively as the “Shareholders”.
RECITALS
WHEREAS, RNS desires to complete a share exchange transaction
pursuant to which RNS shall acquire all of the equity ownership of HOTGATE in
exchange for a certain number of shares of the voting stock of RNS as set forth
below; and
WHEREAS, The Board of Directors of RNS and the Board of Directors
of HOTGATE have each approved the proposed transaction, contingent upon
satisfaction prior to closing of all of the terms and conditions of this
Agreement; and
WHEREAS, HOTGATE owns 100% of Hotgate VMS Technology Limited, a
Hong Kong company (“Hotgate VMS Technology”); and
WHEREAS, HOTGATE owns 100% of Hotgate Technology (M) Sdn Bhd, a
Malaysia company (“Hotgate Technology (M)”); and
WHEREAS, HOTGATE owns 100% of Beijing Hotgate Technology Ltd, a
PRC registered company (“Beijing Hotgate Technology”); and
WHEREAS, Hotgate Technology (M) Sdn Bhd owns 30% of PT Hotgate
Technology Indonesia, an Indonesian company (“PT Hotgate Technology) and 40% of
Hotgate Technology Brunei Sdn Bhd, a Brunei registered company (“Hotgate
Technology Brunei”); and
WHEREAS, Beijing Hotgate Technology is engaged in a hotel
information and communications technology (“ICT”) project in Beijing, China with
China Network Communications Group Corporation (“CNC”). Beijing Hotgate
Technology has entered into partnership agreements with CNC to develop ICT for
approximately ten (10) hotels by the second quarter of 2008 and approximately
one hundred thirty (130) hotels by the end of 2008. The project involves
the deployment and upgrading of broadband and ICT facilities in the hotels,
which will allow the hotels to provide high-speed internet access in each guest
room. The hotel will also have the option to include other value added
services where guests can gain access to video on demand services, other hotel
facilities, and external facilities.
THE PARTIES desire to make certain representations, warranties and
agreements in connection with completion of the proposed share exchange
transaction.
NOW, THEREFORE, in consideration of the foregoing recitals, which
shall be considered an integral part of this Agreement, and the covenants,
conditions, representations and warranties hereinafter set forth, the parties
hereby agree as follows:
ARTICLE I
THE EXCHANGE
1.1 The
Exchange. At the Closing (as hereinafter defined), RNS shall
acquire 100% ownership of HOTGATE. Consideration to be paid by RNS
shall be a total of 121,108,929 shares (post 1:2.5 forward split) of its common
stock (the “Exchange Shares”) in exchange for 100% ownership of HOTGATE (such
share exchange shall be referred to herein as the “Exchange”). The
specific allocation of the Exchange Shares shall be set forth on Exhibit A
attached hereto. The Exchange shall take place upon the terms and conditions
provided for in this Agreement and in accordance with applicable law.
Immediately following completion of the share exchange transaction through
issuance of the Exchange Shares, RNS shall have a total of approximately
186,321,429 shares of its common stock issued and outstanding. For Federal
income tax purposes, it is intended that the Exchange shall constitute a
tax-free reorganization within the meaning of Section 368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended (the “Code”).
1.2 Closing and Effective
Time. Subject to the provisions of this Agreement, the parties shall
hold a closing (the "Closing") on (i) the first business day on which the last
of the conditions set forth in Article V to be fulfilled prior to the Closing is
fulfilled or waived or (ii) at such time and place as the parties hereto may
agree. Such date shall be the date of Exchange (the "Effective Time"), but in no
event shall the Closing occur later than June 2, 2008 unless both parties agree,
in writing, to extend the Closing beyond that date.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of
RNS. RNS represents and warrants to HOTGATE as follows:
(a) Organization,
Standing and Power. RNS is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada, has all
requisite power and authority to own, lease and operate its properties and to
carry on its business as now being conducted, and is duly qualified and in good
standing to do business in each jurisdiction in which the nature of its business
or the ownership or leasing of its properties makes such qualification
necessary.
(b) Capital
Structure. As of the date of execution of this Agreement, the authorized
capital stock of RNS consists of 100,000,000 shares of Common Stock with a par
value of $0.0001 per share. The Exchange Shares to be issued
pursuant to this Agreement shall be, when issued pursuant to the terms of the
resolution of the Board of Directors of RNS approving such issuance, validly
issued, fully paid and nonassessable and not subject to preemptive
rights. RNS has no other options, warrants, calls, agreements or other
rights to purchase or otherwise acquire from RNS at any time, or upon the
happening of any stated event, any shares of the capital stock of RNS whether or
not presently issued or outstanding.
(c) Certificate of Incorporation,
Bylaws, and Minute Books. The copies of the Articles of Incorporation
and of the Bylaws of RNS which have been delivered to HOTGATE are true, correct
and complete copies thereof. The minute book of RNS, which has been made
available for inspection, contains accurate minutes of all meetings and accurate
consents in lieu of meetings of the Board of Directors (and any committee
thereof) and of the Shareholders of RNS since the date of incorporation and
accurately reflects all transactions referred to in such minutes and consents in
lieu of meetings.
(d) Authority. RNS has all
requisite power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly
authorized by the Board of Directors of RNS. No other corporate or shareholder
proceedings on the part of RNS are necessary to authorize the Exchange, or the
other transactions contemplated hereby.
(e) Conflict with Other Agreements;
Approvals. The execution and delivery of this Agreement does not, and
the consummation of the transactions contemplated hereby will not result in any
violation of, or default (with or without notice or lapse of time, or both)
under, or give rise to a right of termination, cancellation or acceleration of
any obligation or the loss of a material benefit under, or the creation of a
lien, pledge, security interest or other encumbrance on assets (any such
conflict, violation, default, right of termination, cancellation or
acceleration, loss or creation, a "violation") pursuant to any provision of the
Articles of Incorporation or Bylaws or any organizational document of RNS or,
result in any violation of any loan or credit agreement, note, mortgage,
indenture, lease, benefit plan or other agreement, obligation, instrument,
permit, concession, franchise, license, judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to RNS which violation would have a
material adverse effect on RNS taken as a whole. No consent, approval, order or
authorization of, or registration, declaration or filing with, any court,
administrative agency or commission or other governmental authority or
instrumentality, domestic or foreign (a "Governmental Entity") is required by or
with respect to RNS in connection with the execution and delivery of this
Agreement by RNS or the consummation by RNS of the transactions contemplated
hereby.
(f) Books and Records. RNS
has made and will make available for inspection by HOTGATE upon reasonable
request all the books of RNS relating to the business of RNS. Such books of RNS
have been maintained in the ordinary course of business. All documents furnished
or caused to be furnished to HOTGATE by RNS are true and correct copies, and
there are no amendments or modifications thereto except as set forth in such
documents.
(g) Compliance with Laws. RNS is
and has been in compliance in all material respects with all laws, regulations,
rules, orders, judgments, decrees and other requirements and policies imposed by
any Governmental Entity applicable to it, its properties or the operation of its
businesses.
(h) Dilutive
Securities. RNS has no dilutive securities of any kind, including
but not limited to warrants, options or employee stock options outstanding.
(i) Litigation. There is no
suit, action or proceeding pending, or, to the knowledge of RNS, threatened
against or affecting RNS which is reasonably likely to have a material adverse
effect on RNS, nor is there any judgment, decree, injunction, rule or order of
any Governmental Entity or arbitrator outstanding against RNS having, or which,
insofar as reasonably can be foreseen, in the future could have, any such
effect.
(j) Tax Returns. RNS has duly
filed or will file prior to Closing any tax reports and returns required to be
filed by it and has fully paid all taxes and other charges claimed to be due
from it by any federal, state or local taxing authorities. There are not now any
pending questions relating to or claims asserted for, taxes or assessments
asserted upon RNS.
2.2 Representations and Warranties of
HOTGATE. HOTGATE represents and warrants to RNS as follows:
(a) Organization, Standing and
Power. HOTGATE is a corporation duly organized, validly existing and in
good standing under the laws of British Virgin Islands and its respective
ultimate subsidiaries are duly incorporated in Hong Kong, Malaysia, the People’s
Republic of China, Indonesia, and Brunei, respectively; each company has all
requisite power and authority to own, lease and operate its properties and to
carry on its business as now being conducted, and is duly qualified and in good
standing to do business in each jurisdiction in which the nature of its business
or the ownership or leasing of its properties makes such qualification necessary
except for any such failure, which when taken together with all other failures,
is not likely to have a material adverse effect on the business of the relevant
Acquirer taken as a whole. For purpose of this Section 2.2, “material adverse
effect” shall mean, with respect to each Acquirer, the result of one or more
events, charges or effects which, individually or in the aggregate, would have a
material adverse effect or impact on the business, assets, results of
operations, intellectual property rights, prospects or financial condition of
such party, taken as a whole, or is reasonably likely to delay or prevent the
consummation of the transactions contemplated hereby.
(b) Capital Structure. There
are no options, warrants, calls, agreements or other rights to purchase or
otherwise acquire from HOTGATE at any time, or upon the happening of any stated
event, any share of the capital stock of HOTGATE.
(c) Certificate of Incorporation,
Bylaws and Minute Books. Copies of the Certificate of Incorporation and
of the other corporate documents of HOTGATE which will be delivered to RNS are
true, correct and complete copies thereof. The minute books of HOTGATE which
will be made available for inspection contain accurate minutes of all meetings
and accurate consents in lieu of meetings of the Board of Directors (and any
committee thereof) and of the shareholders of HOTGATE since the date of
incorporation and accurately reflect all transactions referred to in such
minutes and consents in lieu of meetings.
(d) Authority. HOTGATE has
all requisite power to enter into this Agreement and, subject to approval of the
proposed transaction by its shareholders, has the requisite power and authority
to consummate the transactions contemplated hereby. Except as specified herein,
no other corporate or shareholder proceedings on the part of HOTGATE are
necessary to authorize the Exchange and the other transactions contemplated
hereby.
(e) Conflict with Agreements;
Approvals. The execution and delivery of this Agreement does not, and
the consummation of the transactions contemplated hereby will not, conflict
with, or result in any violation of any provision of the Certificate of
Incorporation or Bylaws of HOTGATE or of any loan or credit agreement, note,
mortgage, indenture, lease, benefit plan or other agreement, obligation,
instrument, permit, concession, franchise, license, judgment, order, decree,
statute, law, ordinance, rule or regulation applicable to HOTGATE or its
properties or assets except for any such conflict or violation, which when taken
together with all other conflict or violation, is not likely to have a material
adverse effect on the business of the relevant Acquirer taken as a whole. No
consent, approval, order or authorization of, or registration, declaration or
filing with, any Governmental Entity is required by or with respect to HOTGATE
in connection with the execution and delivery of this Agreement by HOTGATE, or
the consummation by HOTGATE of the transactions contemplated hereby.
(f) Books and Records.
HOTGATE has made and will make available for inspection by RNS upon reasonable
request all the books of account, relating to the business of HOTGATE. Such
books of account have been maintained in the ordinary course of business. All
documents furnished or caused to be furnished to RNS by HOTGATE are true and
correct copies, and there are no amendments or modifications thereto except as
set forth in such documents.
(g) Compliance with Laws.
HOTGATE is and has been in compliance in all material respects with all laws,
regulations, rules, orders, judgments, decrees and other requirements and
policies imposed by any Governmental Entity applicable to it, its properties or
the operation of its businesses.
(h) Liabilities and
Obligations. HOTGATE has no material liabilities or obligations
(absolute, accrued, contingent or otherwise) except (i) liabilities that are
reflected and reserved against on the HOTGATE financial statements delivered to
RNS that have not been paid or discharged since the date thereof and (ii)
liabilities incurred since the date of such financial statements in the ordinary
course of business consistent with past practice and in accordance with this
Agreement.
(i) Litigation. There is no
suit, action or proceeding pending, or, to the knowledge of HOTGATE threatened
against or affecting HOTGATE, which is reasonably likely to have a material
adverse effect on HOTGATE, nor is there any judgment, decree, injunction, rule
or order of any Governmental Entity or arbitrator outstanding against HOTGATE
having, or which, insofar as reasonably can be foreseen, in the future could
have, any such effect.
(j) Taxes. HOTGATE has filed
or will file within the time prescribed by law (including extension of time
approved by the appropriate taxing authority) all tax returns and reports
required to be filed with all other jurisdictions where such filing is required
by law; and HOTGATE has paid, or made adequate provision for the payment of all
taxes, interest, penalties, assessments or deficiencies due and payable on, and
with respect to such periods. HOTGATE knows of (i) no other tax returns or
reports which are required to be filed which have not been so filed and (ii) no
unpaid assessment for additional taxes for any fiscal period or any basis
therefore.
(k) Licenses, Permits; Intellectual
Property. HOTGATE owns or possesses in the operation of its business all
material authorizations which are necessary for it to conduct its business as
now conducted. Neither the execution nor delivery of this Agreement nor the
consummation of the transactions contemplated hereby will require any notice or
consent under or have any material adverse effect upon any such
authorizations.
2.3 Representations and
Warranties of Shareholders. By execution of this Agreement, each
Shareholder represents and warrants to RNS as follows:
(a) Shares Free and Clear.
The shares of HOTGATE which each Shareholder owns are free and clear of any
liens, claims, options, charges or encumbrances of any nature.
(b) Unqualified Right to Transfer
Shares. Each Shareholder has the unqualified right to sell, assign, and
deliver the shares of HOTGATE and, upon consummation of the transactions
contemplated by this Agreement, RNS will acquire good and valid title to such
shares, free and clear of all liens, claims, options, charges, and encumbrances
of whatsoever nature.
(c) Agreement and Transaction Duly
Authorized. Each Shareholder is authorized to execute and deliver this
Agreement and to consummate the share exchange transaction described herein.
Neither the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby will constitute a violation or default under
any term or provision of any contract, commitment, indenture, other agreement or
restriction of any kind or character to which such Shareholder is a party or by
which such Shareholder is bound.
(d) Share Ownership. The
Shareholders are presently the only shareholders of HOTGATE, and collectively
own 100% of the equity ownership of HOTGATE. Redtone Telecommunications
Sdn Bhd owns 30% of HOTGATE, Pang Wee Tak owns 29.7% of HOTGATE, Xxxxx Xxxxx
owns 0.3% of HOTGATE, and Xxxxxxx Xxxx owns 40% of HOTGATE.
ARTICLE III
COVENANTS RELATING TO CONDUCT OF BUSINESS
RESERVED
ARTICLE IV
ADDITIONAL AGREEMENTS AND RELATED TRANSACTIONS
4.1 Restricted RNS Shares.
The Exchange Shares will not be registered under the Securities Act, but will be
issued pursuant to applicable exemptions from such registration requirements for
transactions not involving a public offering and/or for transactions which
constitute “offshore transactions” as defined in Regulation S under the
Securities Act of 1933. Accordingly, the Exchange Shares will constitute
"restricted securities" for purposes of the Securities Act and the holders of
Exchange Shares will not be able to transfer such shares except upon compliance
with the registration requirements of the Securities Act or in reliance upon an
available exemption therefrom. The certificates evidencing the Exchange Shares
shall contain a legend to the foregoing effect and the holders of such shares
shall deliver at Closing an Investment Letter acknowledging the fact that the
Exchange Shares are restricted securities and agreeing to the foregoing transfer
restrictions.
4.2 Access to Information.
Upon reasonable notice, RNS and HOTGATE shall each afford to the officers,
employees, accountants, counsel and other representatives of the other company,
and with respect to HOTGATE, the Acquired Entities, access to all their
respective properties, books, contracts, commitments and records and, during
such period, each of RNS and HOTGATE shall furnish promptly to the other (a) a
copy of each report, schedule, registration statement and other document filed
or received by it during such period pursuant to the requirements of Federal or
state securities laws and (b) all other information concerning its business,
properties and personnel as such other party may reasonably request. Unless
otherwise required by law, the parties will hold any such information which is
nonpublic in confidence until such time as such information otherwise becomes
publicly available through no wrongful act of either party, and in the event of
termination of this Agreement for any reason each party shall promptly return
all nonpublic documents obtained from any other party, and any copies made of
such documents, to such other party.
4.3 Legal Conditions to Exchange. Each of RNS and
HOTGATE shall take all reasonable actions necessary to comply promptly with all
legal requirements which may be imposed on itself with respect to the Exchange
and will promptly cooperate with and furnish information to each other in
connection with any such requirements imposed upon any of them or upon any of
their related entities or subsidiaries in connection with the Exchange. Each
party shall take all reasonable actions necessary to obtain (and will cooperate
with each other in obtaining) any consent, authorization, order or approval of,
or any exemption by, any Governmental Entity or other public or private third
party, required to be obtained or made by RNS or HOTGATE or any of their related
entities or subsidiaries in connection with the Exchange or the taking of any
action contemplated thereby or by this Agreement.
ARTICLE V
CONDITIONS PRECEDENT
5.1 Conditions to Each Party's
Obligation to Effect the Exchange. The respective obligations of each
party to effect the Exchange shall be conditional upon the filing, occurring or
obtainment of all authorizations, consents, orders or approvals of, or
declarations or filings with, or expirations of waiting periods imposed by any
governmental entity or by any applicable law, rule, or regulation governing the
transactions contemplated hereby. HOTGATE represents and warrants that it has
obtained the appropriate required consents of the PRC government, if any.
5.2 Conditions to Obligations of
RNS. The obligation of RNS to effect the Exchange is subject to the
satisfaction of the following conditions on or before the Closing Date unless
waived by RNS:
(a) Representations and
Warranties. The representations and warranties of HOTGATE set forth in
this Agreement shall be true and correct in all material respects as of the date
of this Agreement and (except to the extent such representations and warranties
speak as of an earlier date) as of the Closing Date as though made on and as of
the Closing Date, except as otherwise contemplated by this Agreement, and
HOTGATE shall complete all government and legal process to transfer 100% of the
ownerships from the Shareholders to RNS.
(b) Tradability. The Common Stock
of RNS shall remain listed for trading on the OTC Bulletin Board and RNS shall
not have received any notice that its Common Stock is subject to being delisted
therefrom.
(c) Performance of Obligations of
HOTGATE. HOTGATE shall have performed in all material respects all
obligations required to be performed by it under this Agreement at or prior to
the Closing, and RNS shall have received a certificate signed on behalf of RNS
by the President to such effect.
(d) Closing Documents. RNS
shall have received all closing documents as counsel for RNS shall reasonably
request.
(e) Consents. HOTGATE shall
have obtained the consent or approval of each person whose consent or approval
shall be required in connection with the transactions contemplated hereby under
any loan or credit agreement, note, mortgage, indenture, lease or other
agreement or instrument, except those for which failure to obtain such consents
and approvals would not, in the reasonable opinion of RNS, individually or in
the aggregate, have a material adverse effect on HOTGATE and of its subsidiaries
and related entities taken as a whole upon the consummation of the transactions
contemplated hereby. HOTGATE shall also have received the approval of its
shareholders in accordance with applicable law.
(f) Due Diligence Review. RNS
shall have completed to its reasonable satisfaction a review of the business,
operations, finances, assets and liabilities of HOTGATE and shall not have
determined that any of the representations or warranties of HOTGATE or its
shareholders contained herein are, as of the date hereof or the Closing,
inaccurate in any material respect or that HOTGATE or its shareholders is
otherwise in violation of any of the provisions of this Agreement.
(g) Pending Litigation. There
shall not be any litigation or other proceeding pending or threatened to
restrain or invalidate the transactions contemplated by this Agreement, which,
in the sole reasonable judgment of RNS, made in good faith, would make the
consummation of the Exchange imprudent. In addition, there shall not be any
other litigation or other proceeding pending or threatened against HOTGATE, the
consequences of which, in the judgment of RNS, could be materially adverse to
HOTGATE.
(h) Corporate Structure.
HOTGATE shall have properly completed its corporate structure as stated in
this Agreement
5.3 Conditions to Obligations of
HOTGATE. The obligations of HOTGATE to effect the Exchange is subject to
the satisfaction of the following conditions unless waived by HOTGATE:
(a) Representations and
Warranties. The representations and warranties of RNS set forth in this
Agreement shall be true and correct in all material respects as of the date of
this Agreement and (except to the extent such representations speak as of an
earlier date) as of the Closing Date as though made on and as of the Closing
Date, except as otherwise contemplated by this Agreement, HOTGATE shall have
received a certificate signed on behalf of RNS by the President to such
effect.
(b) Performance of Obligations of
RNS. RNS shall have performed in all material respects all obligations
required to be performed by it under this Agreement at or prior to the Closing
Date, and RNS shall have received a certificate signed on behalf of RNS by the
President to such effect.
(c) Closing Documents.
HOTGATE shall have received (i) an original copy of the resolution from RNS’s
current directors appointing designees of the Shareholders to RNS’s Board of
Directors; (ii) letters of resignation from RNS’s current officers and directors
to be effective upon Closing and after the appointments described in clause (i);
and (iii) all other closing documents as counsel for HOTGATE shall reasonably
request.
(d) Consents. RNS shall have
obtained the consent or approval of each person whose consent or approval shall
be required in connection with the transactions contemplated hereby.
(e) Due Diligence Review.
HOTGATE shall have completed to its reasonable satisfaction a review of the
business, operations, finances, assets and liabilities of RNS and shall not have
determined that any of the representations or warranties of RNS contained herein
are, as of the date hereof or the Closing Date, inaccurate in any material
respect or that RNS is otherwise in violation of any of the provisions of this
Agreement.
(f) Pending Litigation. There
shall not be any litigation or other proceeding pending or threatened to
restrain or invalidate the transactions contemplated by this Agreement, which,
in the sole reasonable judgment of HOTGATE, made in good faith, would make the
consummation of the Exchange imprudent. In addition, there shall not be any
other litigation or other proceeding pending or threatened against RNS the
consequences of which, in the judgment of HOTGATE, could be materially adverse
to RNS.
(g) Capital Structure.
RNS shall have increased its authorized capital stock to 300,000,000
shares of Common Stock with par value $0.0001. RNS shall also cause a
1:2.5 forward split (the “Forward Split”) of its Common Stock and obtain all
necessary consents and approvals to effect the Forward Split.
(h) Name Change. RNS shall
change its name to Hotgate Technology Inc.
ARTICLE VI
TERMINATION AND AMENDMENT
6.1 Termination. This
Agreement may be terminated at any time prior to the Effective Time:
(a) by mutual consent of RNS and
HOTGATE;
(b) by either RNS or HOTGATE if there has
been a material breach of any representation, warranty, covenant or agreement on
the part of RNS or HOTGATE, as the case may be set forth in this Agreement which
breach has not been cured within five (5) business days following receipt by the
breaching party of notice of such breach, or if any permanent injunction or
other order of a court or other competent authority preventing the consummation
of the Exchange shall have become final and non-appealable.
6.2 Effect of Termination. In
the event of termination of this Agreement by either RNS or HOTGATE as provided
in Section 6.1, this Agreement shall forthwith become void and there shall be no
liability or obligation on the part of any party hereto. In such event, all
costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such
expenses.
6.3 Amendment. This Agreement
may be amended by mutual agreement of RNS and HOTGATE. Any such
amendment must be by an instrument in writing signed on behalf of each of the
parties hereto.
6.4 Extension; Waiver. At any
time prior to the Effective Time, the parties hereto, by action taken or
authorized by their respective Board of Directors, may, to the extent legally
allowed, (a) extend the time for the performance of any of the obligations or
other acts of the other parties hereto, (b) waive any inaccuracies in the
representations and warranties contained herein or in any document delivered
pursuant hereto and (c) waive compliance with any of the agreements or
conditions contained herein. Any agreement on the part of a party hereto to any
such extension or waiver shall be valid only if set forth in a written
instrument signed on behalf of such party.
ARTICLE VII
GENERAL PROVISIONS
7.1 Survival of Representations,
Warranties and Agreements. All of the representations, warranties and
agreements in this Agreement or in any instrument delivered pursuant to this
Agreement shall survive the Effective Time for as long as the applicable status
of limitation shall remain open.
7.2 Notices. All notices and
other communications hereunder shall be in writing and shall be deemed given if
delivered personally, telecopied (which is confirmed) or mailed by registered or
certified mail (return receipt requested) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):
(a) If to RNS:
0000 Xxxx 0xx Xxxxxx, Xxxxx 000
Xxxxxxxxx, X.X., Xxxxxx X0x 0X0
With a copy to:
XXXXXXX & XXXX, X.X.
175 East 000 Xxxxx
Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
(b) If to HOTGATE:
0000 Xxxx 0xx Xxxxxx, Xxxxx 000
Xxxxxxxxx, X.X., Xxxxxx X0x 0X0
7.3 Interpretation. When a
reference is made in this Agreement to Sections, such reference shall be to a
Section of this Agreement unless otherwise indicated. The headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement. Whenever the words "include",
"includes" or "including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation". The phrase "made available" in this
Agreement shall mean that the information referred to has been made available if
requested by the party to whom such information is to be made available.
7.4 Counterparts. This
Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when two or
more counterparts have been signed by each of the parties and delivered to the
other parties, it being understood that all parties need not sign the same
counterpart.
7.5 Entire Agreement; No Third Party
Beneficiaries; Rights of Ownership. This Agreement (including the
documents and the instruments referred to herein) constitutes the entire
agreement and supersedes all prior agreements and understandings, both written
and oral, among the parties with respect to the subject matter hereof, and is
not intended to confer upon any person other than the parties hereto any rights
or remedies hereunder.
7.6 Governing Law. This
Agreement shall be governed and construed in accordance with the laws of the
State of Nevada without regard to principles of conflicts of law. Each party
hereby irrevocably submits to the jurisdiction of any Nevada state court or any
federal court in the State of Nevada in respect of any suit, action or
proceeding arising out of or relating to this Agreement, and irrevocably accept
for themselves and in respect of their property, generally and unconditionally,
the jurisdiction of the aforesaid courts.
7.7 No Remedy in Certain
Circumstances. Each party agrees that, should any court or other
competent authority hold any provision of this Agreement or part hereof or
thereof to be null, void or unenforceable, or order any party to take any action
inconsistent herewith or not to take any action required herein, the other party
shall not be entitled to specific performance of such provision or part hereof
or thereof or to any other remedy, including but not limited to money damages,
for breach hereof or thereof or of any other provision of this Agreement or part
hereof or thereof as a result of such holding or order.
7.8 Publicity. Except as
otherwise required by law or the rules of the SEC, so long as this Agreement is
in effect, no party shall issue or cause the publication of any press release or
other public announcement with respect to the transactions contemplated by this
Agreement without the written consent of the other party, which consent shall
not be unreasonably withheld.
7.9 Assignment. Neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by any of the parties hereto (whether by operation of law or otherwise)
without the prior written consent of the other parties. Subject to the preceding
sentence, this Agreement will be binding upon, inure to the benefit of and be
enforceable by the parties and their respective successors and assigns.
[Remainder of page intentionally left blank; signature page to
follow.]
IN
WITNESS WHEROF, this Agreement has been signed by the parties set forth below as
of the date set forth above.
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RNS
HOLDINGS CORPORATION, a Nevada corporation
/s/
Xxxx
Xxx
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Xxxx
Xxx, President and Director
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HOTGATE
HOLDING LIMITED, a British Virgin Islands company
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|
/s/
|
|
|
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Shareholders
of Hotgate Holding Limited
Redtone
Telecommunications Sdn Bhd
/s/
|
|
/s/
Pang Wee
Xxx
Xxxx
Wee Tak, Shareholder
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|
|
|
/s/
Xxxxx
Xxxxxx
Xxxxx
Xxxxx, Shareholder
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/s/
Xxxxxxx
Xxxx
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Xxxxxxx
Xxxx, Shareholder
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EXHIBIT A
Allocation of Exchange Shares
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Recipient
|
Number of Common Shares
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Redtone
Telecommunications Sdn Bhd
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36,332,678
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Pang
Wee Tak
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35,969,351
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Xxxxx
Xxxxx
|
363,327
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Xxxxxxx
Xxxx
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48,443,573
|