EXHIBIT 10.6
10.6 Acquisition Agreement dated April 3, 1999 by and between
NetSol PVT and NetSol UK and SGO
ACQUISITION AGREEMENT
BETWEEN
MIRAGE HOLDINGS, INC.,
AND
XXXXX XXXXXX AND OTHERS
TABLE OF CONTENTS
ARTICLE 1
SALE AND PURCHASE OF THE SHARES.....................................................................2
1.1 Issuance of the Shares..................................................................2
1.2 Consideration and Payment for the Shares................................................2
1.3 Employment Agreements...................................................................2
ARTICLE 2REPRESENTATIONS AND WARRANTIES...................................................................2
2.1 Representations and Warranties of SGO, NetSol Pvt, and NetSol UK........................2
2.1.1 Organization, Standing, Power..................................................2
2.1.2 Authority......................................................................3
2.1.3 Capitalization of NetSol Pvt and NetSol UK.....................................3
2.1.4 Subsidiaries...................................................................4
2.1.5 No Defaults....................................................................4
2.1.6 Governmental Consents..........................................................4
2.1.7 Financial Statements...........................................................5
2.1.8 Liabilities....................................................................5
2.1.9 Absence of Undisclosed Liabilities.............................................5
2.1.10 Absence of Changes.............................................................5
2.1.11 Patents and Trademarks.........................................................6
2.1.12 Certain Agreements.............................................................6
2.1.13 Compliance with Other Instruments..............................................6
2.1.14 Employee Benefit Plans.........................................................5
2.1.15 Other Personal Property........................................................7
2.1.16 Properties and Liens...........................................................7
2.1.17 Inventory......................................................................7
2.1.18 Major Contracts................................................................7
2.1.19 Questionable Payments..........................................................7
2.1.20 Recent Transactions............................................................8
2.1.21 Leases in Effect...............................................................8
2.1.22 Environmental..................................................................9
2.1.23 Taxes..........................................................................9
2.1.24 Disputes and Litigation.......................................................10
2.1.25 Compliance with Laws..........................................................10
2.1.26 Related Party Transactions....................................................11
2.1.27 Insurance.....................................................................11
2.1.28 Minute Books..................................................................11
2.1.29 Disclosure....................................................................11
2.1.30 Reliance......................................................................11
2.1.31 Valuation Report for the Combined Operations of
Network Solutions (Pvt) Limited and NetSol (UK) Limited.......................11
2.2 Representations and Warranties of Mirage...............................................11
2.2.1 Organization, Standing, Power.................................................12
i
2.2.2 Authority.....................................................................12
2.2.3 No Defaults...................................................................12
2.2.4 Disclosure....................................................................12
2.2.5 Independent Investigation.....................................................13
2.2.6 Reliance......................................................................13
ARTICLE 3 CONDITIONS PRECEDENT...........................................................................13
3.1 Conditions to Each Party's Obligations.................................................13
3.2 Conditions to Mirage's Obligations.....................................................13
3.3 Conditions to SGO, NetSol Pvt, and NetSol UK's Obligations.............................14
ARTICLE 4COVENANTS.......................................................................................15
4.1 Corporate Structure of NetSol Pvt and NetSol UK........................................15
ARTICLE 5
CLOSING AND DELIVERY OF DOCUMENTS..................................................................15
5.1 Time and Place.........................................................................15
5.2 Deliveries by SGO, NetSol Pvt, and NetSol UK ..........................................15
5.3 Deliveries by Mirage...................................................................16
ARTICLE 6INDEMNIFICATION.................................................................................16
6.1 SGO, NetSol Pvt, and NetSol UK's Indemnity.............................................16
6.2 Mirage's Indemnity.....................................................................17
ARTICLE 7DEFAULT, AMENDMENT AND WAIVER...................................................................17
7.1 Default................................................................................17
7.2 Waiver and Amendment...................................................................18
ARTICLE 8MISCELLANEOUS...................................................................................18
8.1 Expenses...............................................................................18
8.2 Notices................................................................................18
8.3 Entire Agreement.......................................................................19
8.4 Survival of Representations............................................................19
8.5 Incorporated by Reference..............................................................20
8.6 Remedies Cumulative....................................................................20
8.7 Execution of Additional Documents......................................................20
8.8 Finders' and Related Fees..............................................................20
8.9 Governing Law..........................................................................20
8.10 Forum..................................................................................20
8.11 Professional Fees......................................................................20
8.12 Binding Effect and Assignment..........................................................20
8.13 Counterparts; Facsimile Signatures.....................................................20
8.14 Representation.........................................................................20
ii
TABLE OF SCHEDULES AND EXHIBITS
Exhibit A List of Shareholders Entering Into This Agreement
Exhibit B Opinion Letters
Exhibit C SGO, NetSol Pvt, and NetSol UK Disclosure Schedule
Exhibit D Mirage Disclosure Schedule
Exhibit E Employment Agreement
Exhibit F Board of Directors' Resolution of Network Solutions Pvt. Ltd.
Exhibit G Board of Directors' Resolution of NetSol (UK) Ltd.
iii
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement"), dated as of April 3, 1999, is by
and between MIRAGE HOLDINGS, INC., a Nevada corporation ("Mirage"), on the
one hand and XXXXX XXXXXX AND OTHERS as listed on Exhibit A ("SGO") who are
shareholders of NETWORK SOLUTIONS (PVT) LIMITED, a Pakistan corporation
("NetSol Pvt") and who are also shareholders of NETSOL (U.K.) LIMITED, a
corporation organized under the laws of the United Kingdom ("NetSol UK"), on
the other (collectively, the "Parties").
R E C I T A L S
A. The capital stock of NetSol Pvt consists of 20,000 authorized
shares of Common Stock, par value Rs. 100 (the "NetSol Pvt Shares"), of which
1,000 are currently issued and outstanding. SGO currently owns 490 NetSol Pvt
Shares.
B. The capital stock of NetSol UK consists of 1,000 authorized
shares of Common Stock, par value L1 (the "NetSol UK Shares"), of which 100
are currently issued and outstanding. SGO currently owns 57 NetSol UK Shares.
C. On September 15, 1998, Mirage, SGO, NetSol Pvt entered into a
Stock Purchase Agreement where SGO issued certain number of NetSol Pvt Shares
to Mirage to constitute 51% of the issued and outstanding common stock of
NetSol Pvt, such that, NetSol Pvt will be a majority owned subsidiary of
Mirage.
D. On September 15, 1998, Mirage, SGO, and NetSol UK entered into
an agreement where SGO issued certain number of NetSol UK Shares to Mirage to
constitute 51% of the 85% of the issued and outstanding common stock of
NetSol UK owned by SGO. NetSol UK became a 43% owned subsidiary of Mirage.
E. Upon the terms and conditions set for the below, SGO desires
to issue certain number of NetSol Pvt Shares to Mirage to constitute 100% of
the issued and outstanding common stock of NetSol Pvt, such that, following
such transaction, NetSol Pvt will be a 100% owned subsidiary of Mirage.
F. Upon the terms and conditions set forth below, SGO desires to
issue certain number of NetSol Shares to Mirage to constitute 100% of the
issued and outstanding common stock of NetSol UK owned by SGO, such that,
following such transaction, NetSol UK will be a 100% owned subsidiary of
Mirage. The NetSol Pvt Shares and the NetSol UK Shares which are the subject
of this Agreement, may be referred to collectively as the "Shares" herein.
NOW, THEREFORE, in consideration of the mutual covenants,
agreements, representations and warranties contained in this Agreement, the
Parties hereto agree as follows:
1
ARTICLE 28
SALE AND PURCHASE OF THE SHARES
28.1 ISSUANCE OF THE SHARES. Subject to the terms and conditions
herein set forth, and on the basis of the representations, warranties and
agreements herein contained, SGO shall sell and transfer to Mirage that
certain number of NetSol Pvt Shares that will constitute 49% of the issued
and outstanding common stock of NetSol Pvt increasing Mirage's ownership to
100% and shall sell and transfer to Mirage the remaining NetSol UK Shares
that will constitute 57% of the issued and outstanding common stock of NetSol
UK increasing its ownership to 100%.
28.2 CONSIDERATION AND PAYMENT FOR THE SHARES. In consideration
for the Shares, Mirage shall issue SGO 4.2 million shares of RESTRICTED
common stock of Mirage. Mirage shall issue to SGO, in whatever designation
SGO requests, a stock certificate(s) equal to 4.2 million shares of current
outstanding common stock of Mirage as of the date hereof.
1.3 EMPLOYMENT AGREEMENTS. Mirage shall enter into employment
agreements with the principals of NetSol Pvt and NetSol (UK) for a minimum of
36 months with continuation of executive responsibilities and subject to
non-competition clause. Mirage shall deliver such employment agreements in
the general form of Exhibit "E".
ARTICLE 29
REPRESENTATIONS AND WARRANTIES
29.1 REPRESENTATIONS AND WARRANTIES OF SGO, NETSOL PVT, AND
NETSOL UK. Except as disclosed in a document referring specifically to the
representations and warranties in this Agreement that identifies by section
number the section and subsection to which such disclosure relates and is
delivered by SGO, NetSol Pvt, and NetSol UK to Mirage prior to the execution
of this Agreement (the "SGO, NetSol Pvt, and NetSol UK Disclosure Schedule"),
SGO, NetSol Pvt, and NetSol UK represent and warrant to Mirage, as of the
date hereof and as of the Closing, as follows:
29.1.1 ORGANIZATION, STANDING, POWER.
(a) NETSOL PVT. NetSol Pvt. is a corporation duly
organized, validly existing, and in good standing under the laws of the
country of Pakistan. It has all requisite corporate power, franchises,
licenses, permits, and authority to own its properties and assets and to
carry on its business as it has been and is being conducted. NetSol Pvt. is
duly qualified and in good standing to do business in each jurisdiction in
which a failure to so qualify would have a Material Adverse Effect (as
defined below) on NetSol Pvt. For purposes of this Agreement, the term
"Material Adverse Effect" means any change or effect that, individually or
when taken together with all other such changes or effects which have
occurred prior to the date of determination of the occurrence of the Material
Adverse Effect, is or is reasonably likely to be materially adverse to the
business, assets (including intangible assets), financial condition, or
results of operations of the entity.
(b) NETSOL UK. NetSol UK is a corporation duly organized,
validly existing, and in good standing under the laws of the United Kingdom.
It has all
2
requisite corporate power, franchises, licenses, permits, and authority to
own its properties and assets and to carry on its business as it has been and
is being conducted. NetSol UK is duly qualified and in good standing to do
business in each jurisdiction in which a failure to so qualify would have a
Material Adverse Effect (as defined below) on NetSol UK. For purposes of this
Agreement, the term "Material Adverse Effect" means any change or effect
that, individually or when taken together with all other such changes or
effects which have occurred prior to the date of determination of the
occurrence of the Material Adverse Effect, is or is reasonably likely to be
materially adverse to the business, assets (including intangible assets),
financial condition, or results of operations of the entity.
29.1.2 AUTHORITY. SGO, NetSol Pvt, and NetSol UK
have all requisite power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. The execution and delivery
by SGO, NetSol Pvt, and NetSol UK of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized by all
necessary action on the parts of SGO, NetSol Pvt, and NetSol UK, including
the approval of the Board of Directors of NetSol Pvt and NetSol UK. This
Agreement has been duly executed and delivered by SGO, NetSol Pvt, and NetSol
UK and constitutes a valid and binding obligation of SGO, NetSol Pvt, and
NetSol UK enforceable in accordance with its terms, except that such
enforceability may be subject to: (i) bankruptcy, insolvency, reorganization,
or other similar laws relating to enforcement of creditors' rights generally;
and (ii) general equitable principles. Subject to the satisfaction of the
conditions set forth in Article 3 below, the execution and delivery of this
Agreement do not, and the consummation of the transactions contemplated
hereby will not, conflict with or 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 to
loss of a material benefit under, or the creation of a lien, pledge, security
interest, charge, or other encumbrance on any assets of SGO, NetSol Pvt, or
NetSol UK (any such conflict, violation, default, right, loss, or creation
being referred to herein as a "Violation") pursuant to: (i) any provision of
the organization documents of NetSol Pvt and NetSol UK; or (ii) any loan or
credit agreement, note, bond, mortgage, indenture, contract, lease, or other
agreement, or instrument, permit, concession, franchise, license, judgment,
order, decree, statute, law, ordinance, rule, or regulation applicable to
SGO, NetSol Pvt, and NetSol UK's respective properties or assets, other than,
in the case of (ii), any such Violation which individually or in the
aggregate would not have a Material Adverse Effect on SGO, NetSol Pvt, and/or
NetSol UK.
29.1.3 CAPITALIZATION OF NETSOL PVT AND NETSOL UK.
(a) NETSOL PVT. The authorized equity securities of NetSol
Pvt consist of 20,000 shares of NetSol Pvt Common Stock, Rs. 100 par value,
of which 1,000 shares are currently issued or outstanding. SGO currently owns
490 NetSol Pvt Shares, while Mirage currently owns 510 shares.
(b) NETSOL UK. The capital stock of NetSol UK consists of
1,000 authorized shares of Common Stock, par value L1 (the "NetSol UK
Shares"), of which 100 are currently issued and outstanding. SGO currently
owns 57 NetSol UK Shares, while Mirage currently owns 43 shares.
3
(c) Upon issuance pursuant to the terms of this Agreement,
the Shares will be duly and validly issued, fully paid and nonassessable, and
issued in accordance with the registration or qualification provisions of the
Securities Act of 1933, as amended (the "Securities Act"), and any relevant
state securities laws or pursuant to valid exemptions therefrom. The Shares
are free of restrictions on transfer other than restrictions on transfer as
set forth in the SGO, NetSol Pvt, and NetSol UK Disclosure Schedule and under
applicable state and federal securities laws. The Shares shall be issued in a
private transaction and consequently will be deemed to be "Restricted
Securities" as set forth in Rule 144 promulgated under the Securities Act of
1933, as amended.
(d) Except as set forth on the SGO, NetSol Pvt, and NetSol
UK Disclosure Schedule, there are no options, warrants, rights, calls,
commitments, plans, contracts, or other agreements of any character granted
or issued by SGO, NetSol Pvt, or NetSol UK which provide for the purchase,
issuance, or transfer of any additional shares of the capital stock of NetSol
Pvt or NetSol UK nor are there any outstanding securities granted or issued
by NetSol Pvt or NetSol UK that are convertible into any shares of the equity
securities of NetSol Pvt or NetSol UK, and none is authorized. Neither NetSol
Pvt nor NetSol UK has outstanding any bonds, debentures, notes, or other
indebtedness the holders of which have the right to vote (or convertible or
exercisable into securities having the right to vote) with holders of NetSol
Pvt or NetSol UK capital stock on any matter.
(e) Except as set forth on the SGO, NetSol Pvt, and NetSol
UK Disclosure Schedule, neither SGO nor NetSol Pvt nor NetSol UK is a party
or subject to any agreement or understanding, and, to the best of SGO, NetSol
Pvt, and NetSol UK's knowledge, there is no agreement or understanding
between any persons and/or entities, which affects or relates to the voting
or giving of written consents with respect to any security or by a
shareholder or director of NetSol Pvt or NetSol UK.
(f) Except as set forth on the SGO, NetSol Pvt, and NetSol
UK Disclosure Schedule, neither NetSol Pvt nor NetSol UK has granted or
agreed to grant any registration rights, including piggyback rights, to any
person or entity.
29.1.4 SUBSIDIARIES. "Subsidiary" or
"Subsidiaries" means all corporations, trusts, partnerships, associations,
joint ventures, or other Persons, as defined below, of which NetSol Pvt or
NetSol UK or any other Subsidiary of NetSol Pvt or NetSol UK owns not less
than twenty percent (20%) of the voting securities or other equity or of
which NetSol Pvt or NetSol UK or any other Subsidiary of NetSol Pvt or NetSol
UK possesses, directly or indirectly, the power to direct or cause the
direction of the management and policies, whether through ownership of voting
shares, management contracts, or otherwise. "Person" means any individual,
corporation, trust, association, partnership, proprietorship, joint venture,
or other entity. There are no Subsidiaries of NetSol Pvt nor or NetSol UK.
29.1.5 NO DEFAULTS. Neither SGO nor NetSol Pvt
nor NetSol UK has received notice that they would be with the passage of
time, in default or violation of any term, condition, or provision of: (i)
the Articles of Incorporation or Bylaws of NetSol Pvt or NetSol UK; (ii) any
judgment, decree, or order applicable to SGO, NetSol Pvt, or NetSol UK; or
(iii) any loan or credit agreement, note, bond, mortgage, indenture,
contract, agreement, lease, license, or other instrument to which SGO, NetSol
Pvt, or NetSol UK is now a party or
4
by which it or any of its properties or assets may be bound, except for
defaults and violations which, individually or in the aggregate, would not
have a Material Adverse Effect on SGO, NetSol Pvt, or NetSol UK.
29.1.6 GOVERNMENTAL CONSENTS. Any consents,
approvals, orders, or authorizations of or registrations, qualifications,
designations, declarations, or filings with or exemptions by (collectively
"Consents"), any court, administrative agency, or commission, or other
federal, state, or local governmental authority or instrumentality, whether
domestic or foreign (each a "Governmental Entity"), which may be required by
or with respect to NetSol Pvt and/or NetSol UK in connection with the
execution and delivery of this Agreement or the consummation by the Parties
of the transactions contemplated hereby, except for such Consents which if
not obtained or made would not have a Material Adverse Effect on NetSol Pvt
or NetSol UK for the transactions contemplated by this Agreement, are the
responsibility of NetSol Pvt and NetSol UK. NetSol Pvt and NetSol UK hereby
represent and warrant that such Consents have been obtained by them.
29.1.7 FINANCIAL STATEMENTS. NetSol Pvt and
NetSol UK have furnished Mirage with a true and complete copy of their
financial statements for the period ending December 31, 1998 (the "Financial
Statements"), which comply as to form in all material respects with all
applicable accounting requirements with respect thereto and have been
prepared internally and fairly present the financial positions of NetSol Pvt
and NetSol UK as at the dates thereof and the results of its operations and
cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal, recurring audit adjustments not material in scope or
amount). There has been no change in NetSol Pvt's nor NetSol UK's accounting
policies or the methods of making accounting estimates or changes in
estimates that are material to the Financial Statements, except as described
in the notes thereto.
29.1.8 LIABILITIES. As of June 30, 1998, the
Liabilities (as defined below) of NetSol Pvt and NetSol (UK) jointly were not
greater than $728,000. "Liabilities" as used herein shall mean all debt,
liabilities, or obligations of any nature, whether absolute, accrued, or
contingent, including, without limitation, accounts payable, accrued employee
benefits, accrued taxes payable, and debt instruments.
29.1.9 ABSENCE OF UNDISCLOSED LIABILITIES.
Neither NetSol Pvt nor NetSol UK has any liabilities or obligations (whether
absolute, accrued, or contingent) except: (i) Liabilities that are accrued or
reserved against in the Balance Sheet attached to the Valuation report by
Xxxxxxxx Valuation Advisors; or (ii) additional Liabilities reserved against
since June 30, 1998 that (x) have arisen in the ordinary course of business;
(y) are accrued or reserved against on the books and records of NetSol Pvt or
NetSol UK; and (z) amount in the aggregate to less than $25,000.
29.1.10 ABSENCE OF CHANGES. Since December 31,
1998, NetSol Pvt and NetSol UK have conducted their businesses in the
ordinary course and there has not been: (i) any Material Adverse Effect on
the business, financial condition, liabilities, or assets of NetSol Pvt or
NetSol UK or any development or combination of developments of which
management of NetSol Pvt or NetSol UK has knowledge which is reasonably
likely to result in such an effect; (ii) any damage, destruction, or loss,
whether or not covered by insurance, having a Material Adverse Effect on
NetSol Pvt or NetSol UK; (iii) any declaration, setting
5
aside or payment of any dividend or other distribution (whether in cash,
stock, or property) with respect to the capital stock of NetSol Pvt or NetSol
UK; (iv) any increase or change in the compensation or benefits payable or to
become payable by NetSol Pvt or NetSol UK to any of its employees, except in
the ordinary course of business consistent with past practice; (v) any sale,
lease, assignment, disposition, or abandonment of a material amount of
property of NetSol Pvt or NetSol UK, except in the ordinary course of
business; (vi) any increase or modification in any bonus, pension, insurance,
or other employee benefit plan, payment, or arrangement made to, for, or with
any of its employees; (vii) the granting of stock options, restricted stock
awards, stock bonuses, stock appreciation rights, and similar equity based
awards; (viii) any resignation or termination of employment of any office of
NetSol Pvt or NetSol UK; and NetSol Pvt and NetSol UK, to the best of their
knowledge, do not know of the impending resignation or termination of
employment of any such office; (ix) any merger or consolidation with another
entity, or acquisition of assets from another entity except in the ordinary
course of business; (x) any loan or advance by NetSol Pvt or NetSol UK to any
person or entity, or guaranty by NetSol Pvt or NetSol UK of any loan or
advance; (xi) any amendment or termination of any contract, agreement, or
license to which NetSol Pvt or NetSol UK is a party, except in the ordinary
course of business; (xii) any mortgage, pledge, or other encumbrance of any
asset of NetSol Pvt or NetSol UK; (xiii) any waiver or release of any right
or claim of NetSol Pvt or NetSol UK, except in the ordinary course of
business; (xiv) any write off as uncollectible any note or account receivable
or portion thereof; or (xv) any agreement by NetSol Pvt or NetSol UK to do
any of the things described in this Section 2.1.10.
29.1.11 PATENTS AND TRADEMARKS. NetSol Pvt and
NetSol UK have sufficient title and ownership of all patents, trademarks,
service marks, trade names, copyrights, trade secrets, information,
proprietary rights, and processes (collectively, "Intellectual Property")
necessary for their businesses as now conducted without any conflict with or
infringement of the rights of others. The Intellectual Property owned by
NetSol Pvt and NetSol UK is listed in the SGO, NetSol Pvt, and NetSol UK
Disclosure Schedule. There are no outstanding options, licenses, or
agreements of any kind relating to the Intellectual Property, nor is NetSol
Pvt or NetSol UK bound by or a party to any options, licenses, or agreements
of any kind with respect to the Intellectual Property of any other person or
entity. Neither NetSol Pvt nor NetSol UK has received any communications
alleging that they have violated or, by conducting their businesses as
proposed, would violate any of the Intellectual Property of any other person
or entity. Neither NetSol Pvt nor NetSol UK is aware that any of their
employees is obligated under any contract (including licenses, covenants, or
commitments of any nature) or other agreement, or subject to any judgment,
decree, or order of any court or administrative agency, that would interfere
with the use of his or her best efforts to promote the interests of NetSol
Pvt or NetSol UK or that would conflict with NetSol Pvt or NetSol UK's
business as proposed to be conducted. Neither the execution or delivery of
this Agreement, nor the carrying on of NetSol Pvt or NetSol UK's business by
their respective employees, nor the conduct of NetSol Pvt or NetSol UK's
business as proposed, will, to the best of NetSol Pvt and NetSol UK's
knowledge, conflict with or result in a breach of the terms, conditions or
provisions of, or constitute a default under, any contract, covenant, or
instrument under which any of such employees is now obligated. Neither NetSol
Pvt nor NetSol UK believes it is or will be necessary to utilize any
inventions of any of its employees (or people it currently intends to hire)
made prior to their employment by NetSol Pvt or NetSol UK, as the case may be.
6
29.1.12 CERTAIN AGREEMENTS. Neither the execution
and delivery of this Agreement nor the consummation of the transactions
contemplated hereby will: (i) result in any payment (including, without
limitation, severance, unemployment compensation, parachute payment, bonus,
or otherwise), becoming due to any director, employee, or independent
contractor of NetSol Pvt or NetSol UK , from NetSol Pvt or NetSol UK under
any agreement or otherwise; (ii) materially increase any benefits otherwise
payable under any agreement; or (iii) result in the acceleration of the time
of payment or vesting of any such benefits.
29.1.13 COMPLIANCE WITH OTHER INSTRUMENTS.
Neither SGO nor NetSol Pvt nor NetSol UK is in violation or default of any
provision of their respective articles of incorporation or bylaws, or of any
instrument, judgment, order, writ, decree, or contract to which they are a
party or by which they are bound, or, to the best of their knowledge, of any
provision of any federal or state statute, rule, or regulation which may be
applicable to them. The execution, delivery, and performance of this
Agreement and the consummation of the transactions contemplated hereby will
not result in any such violation or be in conflict with or constitute, with
or without the passage of time and giving of notice, either a default under
any such provision, instrument, judgment, order, writ, decree, or contract,
or an event that results in the creation of any lien, charge, or encumbrance
upon any assets of SGO, NetSol Pvt, or NetSol UK or the suspension,
revocation, impairment, forfeiture, or nonrenewal of any material permit,
license, authorization, or approval applicable to NetSol Pvt or NetSol UK,
their businesses, or operations, or any of their assets or properties.
29.1.14 EMPLOYEE BENEFIT PLANS. All employee
benefit plans (including without limitation all plans which authorize the
granting of stock options, restricted stock, stock bonuses, or other equity
based awards) covering active, former, or returned employees of NetSol Pvt
and NetSol UK are listed in the SGO, NetSol Pvt, or NetSol UK Disclosure
Schedule.
29.1.15 OTHER PERSONAL PROPERTY. The books and
records of NetSol Pvt and NetSol UK contain a complete and accurate
description, and specify the location, of all trucks, automobiles, machinery,
equipment, furniture, supplies, and other tangible personal property owned
by, in the possession of, or used by NetSol Pvt and NetSol UK in connection
with their businesses. Except as set forth in the SGO, NetSol Pvt, or NetSol
UK Disclosure Schedule, no personal property used by NetSol Pvt or NetSol UK
in connection with their businesses is held under any lease, security
agreement, conditional sales contract, or other title retention or security
arrangement.
29.1.16 PROPERTIES AND LIENS. Except as reflected
in the Financial Statement or as set forth in the SGO, NetSol Pvt, or NetSol
UK Disclosure Schedule, and except for statutory mechanics' and materialmen's
liens, liens for current taxes not yet delinquent, NetSol Pvt and NetSol UK
own, free and clear of any liens, claims, charges, options, or other
encumbrances, all of their tangible and intangible property, real and
personal, whether or not reflected in the Financial Statements (except that
sold or disposed of in the ordinary course of business since the date of such
statements) and all such property acquired since the date of such statements.
All real property and tangible personal property of NetSol Pvt and NetSol UK
is in good operating condition and repair, ordinary wear and tear excepted.
7
29.1.17 INVENTORY. The inventories of NetSol Pvt
and NetSol UK shown on the Financial Statements and inventories acquired by
them subsequent to the date of the Financial Statements consist solely of
items of a quality and quantity usable and salable in the normal course of
business, with the exception of obsolete materials and materials below
standard quality, all of which have been written down in the books of NetSol
Pvt and NetSol UK to net realizable market value or have been provided for by
adequate reserves. Except for sales made in the ordinary course of business,
all inventory is the property of NetSol Pvt and NetSol UK. No items are
subject to security interests, except as set forth in the SGO, NetSol Pvt, or
NetSol UK Disclosure Schedule. The value of the inventories has been
determined on a first-in, first-out basis consistent with prior years.
29.1.18 MAJOR CONTRACTS. Except as otherwise
disclosed in the SGO, NetSol Pvt, or NetSol UK Disclosure Schedule, neither
NetSol Pvt nor NetSol UK is a party or subject to:
(a) Any union contract, or any employment
contract or arrangement providing for future compensation, written or oral,
with any officer, consultant, director, or employee which is not terminable
by NetSol Pvt or NetSol UK on 30 days' notice or less without penalty or
obligations to make payments related to such termination;
(b) Any joint venture contract,
partnership agreement or arrangement or any other agreement which has
involved or is expected to involve a sharing of revenues with other persons
or a joint development of products with other persons;
(c) Any manufacture, production,
distribution, sales, franchise, marketing, or license agreement, or
arrangement by which products or services of NetSol Pvt or NetSol UK are
developed, sold, or distributed;
(d) Any material agreement, license,
franchise, permit, indenture, or authorization which has not been terminated
or performed in its entirety and not renewed which may be, by its terms,
accelerated, terminated, impaired, or adversely affected by reason of the
execution of this Agreement, or the consummation of the transactions
contemplated hereby or thereby;
(e) Any material agreement, contract, or
commitment that requires the consent of another person for NetSol Pvt or
NetSol UK to enter into or consummate the transactions contemplated by this
Agreement;
(f) Except for object code license
agreements for NetSol Pvt and NetSol UK's products executed in the ordinary
course of business, any indemnification by NetSol Pvt or NetSol UK with
respect to infringements of proprietary rights; or
(g) Any contract containing covenants
purporting to materially limit NetSol Pvt or NetSol UK's freedom to compete
in any line of business in any geographic area.
8
All contracts, plans, arrangements, agreements, licenses,
franchises, permits, indentures, authorizations, instruments, and other
commitments listed in the SGO, NetSol Pvt, or NetSol UK Disclosure Schedule
are valid and in full force and effect and neither NetSol Pvt nor NetSol UK
has, nor to the knowledge of NetSol Pvt nor NetSol UK has any other party
thereto, breached any material provisions of, or is in default in any
material respect under the terms thereof.
29.1.19 QUESTIONABLE PAYMENTS. Neither NetSol Pvt
nor NetSol UK nor to its knowledge any director, officer, employee, or agent
of NetSol Pvt or NetSol UK, has: (i) made any payment or provided services or
other favors in the United States or any foreign country in order to obtain
preferential treatment or consideration by any Governmental Entity with
respect to any aspect of the business of NetSol Pvt or NetSol UK; or (ii)
made any political contributions that would not be lawful under the laws of
the United States, any foreign country or any jurisdiction within the United
States or any foreign country. Neither NetSol Pvt nor NetSol UK, nor, to the
knowledge of NetSol Pvt or NetSol UK, any director, officer, employee, or
agent of NetSol Pvt or NetSol UK, has been or is the subject of any
investigation by any Governmental Entity in connection with any such payment,
provision of services, or contribution.
29.1.20 RECENT TRANSACTIONS. Neither NetSol Pvt
nor NetSol UK, nor to their knowledge any director, officer, employee, or
agent of NetSol Pvt nor NetSol UK, is participating in any discussions and do
not intend to engage in any discussion: (i) with any representative of any
corporation or corporations regarding the consolidation or merger of NetSol
Pvt or NetSol UK with or into any such corporation or corporations; (ii) with
any corporation, partnership, association, or other business entity or any
individual regarding the sale, conveyance, or disposition of all or
substantially all of the assets of NetSol Pvt or NetSol UK or a transaction
or series of related transactions in which more than fifty percent (50%) of
the voting power of NetSol Pvt or NetSol UK is disposed of; or (iii)
regarding any other form of acquisition, liquidation, dissolution, or winding
up of NetSol Pvt and UK.
29.1.21 LEASES IN EFFECT. All real property
leases and subleases as to which NetSol Pvt or NetSol UK is a party and any
amendments or modifications thereof (each a "Lease" and, collectively, the
"Leases") are listed in the SGO, NetSol Pvt, or NetSol UK Disclosure Schedule
and are valid, in full force and effect and enforceable, and there are no
existing defaults on the part of NetSol Pvt or NetSol UK, and neither NetSol
Pvt nor NetSol UK has received nor given notice of default or claimed default
with respect to any Lease, nor is there any event that with notice or lapse
of time, or both, would constitute a default thereunder. Except as set forth
on the SGO, NetSol Pvt, or NetSol UK Disclosure Schedule, no consent is
required from any party under any Lease in connection with the completion of
the transactions contemplated by this Agreement, and neither NetSol Pvt nor
NetSol UK has received notice that any party to any Lease intends to cancel,
terminate, or refuse to renew the same or to exercise any option or other
right thereunder, except where the failure to receive such consent, or where
such cancellation, termination, or refusal would not have a Material Adverse
Effect on NetSol Pvt and/or NetSol UK.
9
29.1.22 ENVIRONMENTAL.
(a) To the best knowledge of NetSol Pvt
and NetSol UK: (i) the business as presently or formerly engaged in by them is
and has been conducted in compliance with all applicable Environmental Laws
(as defined in subparagraph (b) below), including without limitation, having
all permits, licenses, and other approvals and authorizations, during the
time they engaged in such businesses; (ii) there are no civil, criminal, or
administrative actions, suits, demands, claims, hearings, investigations, or
proceedings pending or threatened against them relating to any violation, or
alleged violation, of any Environmental Law; and (iii) they have not
incurred, and none of their properties presently or formerly owned or
operated by them are presently subject to, any material liabilities (fixed or
contingent) relating to any suit, settlement, court order, administrative
order, judgment, or claim asserted or arising under any Environmental Law.
(b) "Environmental Law" means any
federal, state, foreign, and local law, statute, ordinance, rule, regulation,
code, license, permit, authorization, approval, consent, legal doctrine,
order, judgment, decree, injunction, requirement, or agreement with any
governmental entity relating to: (i) the protection, preservation, or
restoration of the environment (including, without limitation, air, water,
vapor, surface water, groundwater, drinking water supply, surface land,
subsurface land, plant and animal life, or any other natural resource), to
human health or safety; or (ii) the exposure to, or the use, storage,
recycling, treatment, generation, transportation, processing, handling,
labeling, production, release, or disposal of hazardous substances, in each
case as amended and as now or hereafter in effect.
29.1.23 TAXES. Except as set forth elsewhere in
this Agreement or in the SGO, NetSol Pvt, or NetSol UK Disclosure Schedule:
(a) All taxes, assessments, fees,
penalties, interest, and other governmental charges with respect to NetSol
Pvt and NetSol UK which have become due and payable by June 30, 1998 have
been paid in full or adequately reserved against by NetSol Pvt or NetSol UK,
and all taxes, assessments, fees, penalties, interest, and other governmental
charges which have become due and payable subsequent to June 30, 1998 have
been paid in full or adequately reserved against on their books of account
and such books are sufficient for the payment of all unpaid federal, state,
local, foreign, and other taxes, fees, and assessments (including without
limitation, income, property, sales, use, franchise, capital stock, excise,
added value, employees' income withholding, social security, and unemployment
taxes), and all interest and penalties thereon with respect to the periods
then ended and for all periods prior thereto;
(b) There are no agreements, waivers, or
other arrangements providing for an extension of time with respect to the
assessment of any tax or deficiency against NetSol Pvt or NetSol UK, nor are
there any actions, suits, proceedings, investigations, or claims now pending
against NetSol Pvt or NetSol UK in respect of any tax or assessment, or any
matters under discussion with any federal, state, local, or foreign authority
relating to any taxes or assessments, or any claims for additional taxes or
assessments asserted by any such authority; and
10
(c) There are no liens for taxes upon the
assets of NetSol Pvt or NetSol UK except for taxes that are not yet payable.
NetSol Pvt and NetSol UK has withheld all taxes required to be withheld in
respect of wages, salaries, and other payments to all employees, officers,
and directors and timely paid all such amounts withheld to the proper taxing
authority.
29.1.24 DISPUTES AND LITIGATION. Except as
disclosed in the SGO, NetSol Pvt, or NetSol UK Disclosure Schedule, there is
no suit, claim, action, litigation, or proceeding pending or, to the
knowledge of SGO, NetSol Pvt, or NetSol UK, threatened against or affecting
SGO, NetSol Pvt, or NetSol UK or any of their properties, assets, or business
or to which SGO, NetSol Pvt, or NetSol UK is a party, in any court or before
any arbitrator of any kind or before or by any Governmental Entity, which
would, if adversely determined, individually or in the aggregate, have a
Material Adverse Effect on SGO, NetSol Pvt, or NetSol UK, nor is there any
judgment, decree, injunction, rule, or order of any Governmental Entity or
arbitrator outstanding against SGO, NetSol Pvt, or NetSol UK and having, or
which, insofar as reasonably can be foreseen, in the future could have, any
such effect. To the knowledge of SGO, NetSol Pvt, and NetSol UK, there is no
investigation pending or threatened against SGO, NetSol Pvt, or NetSol UK
before any foreign, federal, state, municipal, or other governmental
department, commission, board, bureau, agency, instrumentality, or other
Governmental Entity.
29.1.25 COMPLIANCE WITH LAWS. Except as set forth
in the SGO, NetSol Pvt, or NetSol UK Disclosure Schedule, neither NetSol
Pvt's nor NetSol UK's business is being conducted in violation of, or in a
manner which could cause liability under any applicable law, rule, or
regulation, judgment, decree, or order of any Governmental Entity, except for
any violations or practices, which, individually or in the aggregate, have
not had and will not have a Material Adverse Effect on NetSol Pvt or NetSol
UK. NetSol Pvt and NetSol UK have all franchises, permits, licenses, and any
similar authority necessary for the conduct of its business as now being
conducted by it, the lack of which could materially and adversely affect the
business, properties, prospects, or financial condition of NetSol, and
believes it can obtain, without undue burden or expense, any similar
authority for the conduct of its business as it is planned to be conducted.
NetSol is not in default in any material respect under any of such
franchises, permits, licenses, or other similar authority. A true and
complete list of all such franchises, permits, and licenses held by NetSol
Pvt and NetSol UK is set forth in the SGO, NetSol Pvt, or NetSol UK
Disclosure Schedule.
29.1.26 RELATED PARTY TRANSACTIONS. No employee,
officer, or director of NetSol Pvt or NetSol UK or member of his or her
immediate family is indebted to NetSol Pvt or NetSol UK , nor is SGO, NetSol
Pvt, or NetSol UK indebted (or committed to make loans or extend or guarantee
credit) to any of them. To the best of SGO, NetSol Pvt, and NetSol UK's
knowledge, none of such persons has any direct or indirect ownership interest
in any firm or corporation with which NetSol Pvt or NetSol UK is affiliated
or with which NetSol Pvt or NetSol UK has a business relationship, or any
firm or corporation that competes with NetSol Pvt or NetSol UK, except that
employees, officers, or directors of NetSol Pvt and NetSol UK and members of
their immediate families may own stock in publicly traded companies that may
compete with NetSol Pvt and NetSol UK. To SGO, NetSol Pvt, and NetSol UK's
knowledge, no member of the immediate family of any officer or director of
11
NetSol Pvt or NetSol UK is directly or indirectly interested in any material
contract with NetSol Pvt or NetSol UK.
29.1.27 INSURANCE. NetSol Pvt and NetSol UK shall
obtain fire and casualty insurance policies, with extended coverage,
sufficient in amount (subject to reasonable deductibles) to allow it to
replace any of its properties that might be damaged or destroyed within 45
days of the execution of this Agreement.
29.1.28 MINUTE BOOKS. The minute books of NetSol
Pvt and NetSol UK provided to Mirage contain a complete summary of all
meetings of directors and shareholders since the time of incorporation and
reflect all transactions referred to in such minutes accurately in all
material respects.
29.1.29 DISCLOSURE. No representation or warranty
made by SGO, NetSol Pvt, or NetSol UK in this Agreement, nor any document,
written information, statement, financial statement, certificate, or exhibit
prepared and furnished or to be prepared and furnished by SGO, NetSol Pvt, or
NetSol UK or their representatives pursuant hereto or in connection with the
transactions contemplated hereby, when taken together, contains any untrue
statement of a material fact, or omits to state a material fact necessary to
make the statements or facts contained herein or therein not misleading in
light of the circumstances under which they were furnished.
29.1.30 RELIANCE. The foregoing representations
and warranties are made by SGO, NetSol Pvt, and NetSol UK with the knowledge
and expectation that Mirage is placing reliance thereon.
29.2 REPRESENTATIONS AND WARRANTIES OF MIRAGE. Except as
disclosed in a document referring specifically to the representations and
warranties in this Agreement that identifies by section number the section
and subsection to which such disclosure relates and is delivered by Mirage to
SGO, NetSol Pvt, and NetSol UK prior to the execution of this Agreement (the
"Mirage Disclosure Schedule"), Mirage represents and warrants, as of the date
hereof and as of the Closing, as follows:
29.2.1 ORGANIZATION, STANDING, POWER. Mirage is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Nevada. It has all requisite corporate power,
franchises, licenses, permits, and authority to own its properties and assets
and to carry on its business as it has been and is being conducted. Mirage is
duly qualified and in good standing to do business in each jurisdiction in
which a failure to so qualify would have a Material Adverse Effect on Mirage.
29.2.2 AUTHORITY. Mirage has all requisite
corporate power and authority to enter into this Agreement and to consummate
the transactions contemplated hereby. The execution and delivery by Mirage of
this Agreement and the consummation of the transactions contemplated hereby
have been duly authorized by all necessary corporate action on the part of
Mirage, including the approval of the Board of Directors and the stockholders
of Mirage. This Agreement has been duly executed and delivered by Mirage and
constitutes a valid and binding obligation of Mirage enforceable in
accordance with its terms, except that such enforceability may be subject to:
(i) bankruptcy, insolvency, reorganization, or other
12
similar laws relating to enforcement of creditors' rights generally; and (ii)
general equitable principles. Subject to the satisfaction of the conditions
set forth in Article 3, the execution and delivery of this Agreement do not,
and the consummation of the transactions contemplated hereby will not,
conflict with or result in any Violation pursuant to: (i) any provision of
the Articles of Incorporation or Bylaws of Mirage; or (ii) any loan or credit
agreement, note, bond, mortgage, indenture, contract, lease, or other
agreement or instrument, permit, concession, franchise, license, judgment,
order, decree, statute, law, ordinance, rule, or regulation applicable to
Mirage or its properties or assets, other than, in the case of (ii), any such
Violation which individually or in the aggregate would not have a Material
Adverse Effect on Mirage.
29.2.3 NO DEFAULTS. Mirage is not, and has not
received notice that it would be with the passage of time, in default or
violation of any term, condition, or provision of: (i) the Articles of
Incorporation or Bylaws of Mirage, as amended; (ii) any judgment, decree, or
order applicable to Mirage; or (iii) any loan or credit agreement, note,
bond, mortgage, indenture, contract, agreement, lease, license, or other
instrument to which Mirage is now a party or by which it or any of its
properties or assets may be bound, except for defaults and violations which,
individually or in the aggregate, would not have a Material Adverse Effect on
Mirage.
29.2.4 DISCLOSURE. No representation or warranty
made by Mirage in this Agreement, nor any document, written information,
statement, financial statement, certificate, or exhibit prepared and
furnished or to be prepared and furnished by Mirage or their representatives
pursuant hereto or in connection with the transactions contemplated hereby,
when taken together, contains any untrue statement of a material fact, or
omits to state a material fact necessary to make the statements or facts
contained herein or therein not misleading in light of the circumstances
under which they were furnished.
29.2.5 INDEPENDENT INVESTIGATION. Mirage
acknowledges and agrees that, except as expressly provided herein, neither
SGO, NetSol Pvt, nor NetSol UK nor any of their agents, representatives, or
employees have made any representations or warranties, direct or indirect,
oral or written, express or implied, to Mirage, or any agents,
representatives, or employees of Mirage, with respect to the Shares, SGO,
NetSol Pvt, or NetSol UK , or the transactions contemplated herein, and
Mirage acknowledges and agrees that it is not aware of and does not rely upon
any such representation or warranty. Mirage acknowledges and agrees that it
has had a full opportunity to inspect the books, records, and assets of
NetSol Pvt and NetSol UK and to make any and all inquiries of the officers
and directors regarding SGO, NetSol Pvt, and NetSol UK, the Shares, and the
transactions contemplated herein, as Mirage has deemed appropriate. Mirage
further acknowledges that it is entering into this Agreement based solely
(except for the express representations and warranties of SGO, NetSol Pvt,
and NetSol UK contained herein) on Mirage's own independent investigations
and findings and not in reliance on any information provided by SGO, NetSol
Pvt, or NetSol UK, or their respective agents, representatives, or employees.
2.2.6 VALUATION REPORT. Mirage shall obtain a
Valuation Report prepared by an independent valuation organization reflecting
the value of the assets of each Network Solutions Pvt, Ltd. and NetSol (UK)
Ltd.
13
2.2.7 RELIANCE. The foregoing representations and
warranties are made by Mirage with the knowledge and expectation that SGO,
NetSol Pvt, and NetSol UK NetSol are placing reliance thereon.
2.2.8 LITIGATION. The management of Mirage
believe there is no litigation currently pending against the Company, unless
as otherwise stated herein.
ARTICLE 30
CONDITIONS PRECEDENT
30.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS. The respective
obligations of each party hereunder shall be subject to the satisfaction
prior to or at the Closing of the following conditions:
(a) NO RESTRAINTS. No statute, rule, regulation, order,
decree, or injunction shall have been enacted, entered, promulgated, or
enforced by any court or Governmental Entity of competent jurisdiction which
enjoins or prohibits the consummation of this Agreement and shall be in
effect.
(b) LEGAL ACTION. There shall not be pending or threatened
in writing any action, proceeding, or other application before any court or
Governmental Entity challenging or seeking to restrain or prohibit the
consummation of the transactions contemplated by this Agreement, or seeking
to obtain any material damages.
30.2 CONDITIONS TO MIRAGE'S OBLIGATIONS. The obligations of
Mirage shall be subject to the satisfaction prior to or at the Closing of the
following conditions unless waived by SGO, NetSol Pvt, and NetSol UK:
(a) REPRESENTATIONS AND WARRANTIES OF MIRAGE. The
representations and warranties of Mirage set forth in this Agreement shall be
true and correct as of the date of this Agreement and as of the Closing as
though made on and as of the Closing, except: (i) as otherwise contemplated
by this Agreement; or (ii) in respects that do not have a Material Adverse
Effect on Mirage or on the benefits of the transactions provided for in this
Agreement. SGO, NetSol Pvt, and NetSol UK shall have received a certificate
signed on behalf of Mirage by the Vice President, Chief Financial Officer,
and Secretary of Mirage to such effect on the Closing.
(b) PERFORMANCE OF OBLIGATIONS OF MIRAGE. Mirage shall have
performed all agreements and covenants required to be performed by it under
this Agreement prior to the Closing, except for breaches that do not have a
Material Adverse Effect on Mirage or on the benefits of the transactions
provided for in this Agreement. SGO, NetSol Pvt, and NetSol UK shall have
received a certificate signed on behalf of Mirage by the Vice President,
Chief Financial Officer, and Secretary of Mirage to such effect on the
Closing.
30.3 CONDITIONS TO NETSOL'S OBLIGATIONS. The obligations of SGO,
NetSol Pvt, and NetSol UK shall be subject to the satisfaction prior to or at
the Closing of the following conditions unless waived by Mirage:
14
(a) REPRESENTATIONS AND WARRANTIES OF SGO, NETSOL PVT, AND
NETSOL UK. The representations and warranties of SGO, NetSol Pvt, and NetSol
UK set forth in this Agreement shall be true and correct as of the date of
this Agreement and as of the Closing as though made on and as of the Closing,
except: (i) as otherwise contemplated by this Agreement; or (ii) in respects
that do not have a Material Adverse Effect on SGO, NetSol Pvt, and NetSol UK
or on the benefits of the transactions provided for in this Agreement. Mirage
shall have received a certificate signed on behalf of SGO by SGO and of
NetSol Pvt by the Chief Executive Officer and the Chief Financial Officer of
NetSol Pvt and of NetSol UK by the Chief Executive Officer and the Chief
Financial Officer of NetSol UK to such effect on the Closing.
(b) PERFORMANCE OF OBLIGATIONS OF SGO, NETSOL PVT, AND
NETSOL UK. SGO, NetSol Pvt, and NetSol UK shall have performed all agreements
and covenants required to be performed by it under this Agreement prior to
the Closing, except for breaches that do not have a Material Adverse Effect
on SGO, NetSol Pvt, and NetSol UK or on the benefits of the transactions
provided for in this Agreement. Mirage shall have received a certificate
signed on behalf of SGO by SGO and of NetSol Pvt by the Chief Executive
Officer and the Chief Financial Officer of NetSol Pvt and of NetSol UK by the
Chief Executive Officer and the Chief Financial Officer of NetSol UK to such
effect on the Closing.
(c) GOVERNMENTAL APPROVALS. All Consents of Governmental
Entities legally required by SGO, NetSol Pvt, and NetSol UK for the
transactions contemplated by this Agreement shall have been filed, occurred,
or been obtained, other than such Consents, the failure of which to obtain
would not have a Material Adverse Effect on the consummation of the
transactions contemplated by this Agreement.
(d) CONSENTS OF OTHER THIRD PARTIES. SGO, NetSol Pvt, and
NetSol UK shall have received and delivered to Mirage all requisite consents
and approvals of all lenders, lessors, and other third parties whose consent
or approval is required in order for SGO, NetSol Pvt, and NetSol UK to
consummate the transactions contemplated by this Agreement, or in order to
permit the continuation after the Closing of the business activities of
NetSol Pvt and NetSol UK in the manner such business is presently carried on
by them. Mirage shall have received copies of any necessary written
consent(s) to this Agreement and the transactions contemplated herein.
(e) MATERIAL ADVERSE CHANGE. Since the date hereof and
through Closing, there shall not have occurred any change, occurrence, or
circumstance in SGO, NetSol Pvt, and NetSol UK having or reasonably likely to
have, individually or in the aggregate, in the reasonable judgment of Mirage,
a Material Adverse Effect on SGO, NetSol Pvt, and NetSol UK.
(f) OPINION OF COUNSEL. Mirage shall have received an
opinion, dated as of Closing, from counsel to SGO, NetSol Pvt, and NetSol UK,
in form and substance substantially in the form of Exhibit "B" hereto.
15
ARTICLE 31
COVENANTS
31.1 COMPOSITION OF THE BOARD OF DIRECTORS OF MIRAGE. On or
before Closing, Mirage shall take all necessary actions to amend bylaws of
Mirage to increase the number of members of the Board of Directors of Mirage
to a maximum of nine. Upon the Closing, SGO shall appoint 4 member(s) to
Mirage Board of Directors. Once the Mirage Board of Directors is fully
constituted, meaning 7 have been appointed to the current three members of
Mirage, all members shall serve on the Board of Directors from the date of
Closing until the Shareholders Meeting scheduled for October 15, 1999. At
that time, the majority of Shareholders shall ratify the Board of Directors
chosen and elect a new one.
ARTICLE 32
CLOSING AND DELIVERY OF DOCUMENTS
32.1 TIME AND PLACE. The closing of the transactions contemplated
by this Agreement shall take place at the offices of Mirage, located at 000
Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, on April 17,
1999, or at such other time and place as the Parties mutually agree upon in
writing (which time and place are hereinafter referred to as the "Closing").
32.2 DELIVERIES BY SGO, NETSOL PVT, AND NETSOL UK. At Closing,
SGO, NetSol Pvt, and NetSol UK shall make the following deliveries to Mirage:
(a) A certificate representing the NetSol Pvt Shares that
Mirage is acquiring as set forth in Section 1.1 above;
(b) A certificate representing the NetSol UK Shares that
Mirage is acquiring as set forth in Section 1.1 above;
(c) A certificate of good standing for NetSol Pvt;
(d) A certificate of good standing for NetSol UK;
(e) A certificate executed by SGO, NetSol Pvt, and NetSol
UK certifying that all SGO, NetSol Pvt, and NetSol UK's representations and
warranties under this Agreement are true as of the Closing, as though each of
those representations and warranties had been made on that date;
(f) Certified resolutions of the Board of Directors of
NetSol Pvt and NetSol UK, in form satisfactory to counsel for Mirage,
authorizing the execution and performance of this Agreement;
(g) An opinion of counsel to SGO, NetSol Pvt, and NetSol
UK, dated as of Closing, as set forth in Section 3.3(f);
(h) A complete full and final Valuation Report for the
combined operations of NetSol Pvt and NetSol UK;
16
(i) Permission for foreign investment shall be obtained
under the Foreign Exchange Regulation Act of 1947. Such Entitlement
Certificate shall be delivered to Mirage granting it permission to make this
acquisition;
(j) SGO shall obtain permission to move shares to
non-residents. Pursuant to Foreign Exchange Regulations Act, 1947 under
clause (d) subsection 1 of Section 13, this matter shall be resolved;
(k) Board of Directors of Network Solutions (Pvt) Limited
resolution authorizing this acquisition as contemplated herein by Mirage; and
(l) Board of Directors of NetSol (UK) Limited resolution
authorizing this acquisition as contemplated herein by Mirage;
32.3 DELIVERIES BY MIRAGE. At Closing, Mirage shall make the
following deliveries to SGO, NetSol Pvt, and NetSol UK:
(a) A certificate representing the Mirage Shares that SGO is
acquiring as set forth in Section 1.2(c);
(b) A certificate executed by Mirage certifying that
Mirage's respective representations and warranties under this Agreement are
true as of the Closing, as though each of those representations and
warranties had been made on that date;
(c) A certificate of good standing for Mirage from the
office of the Nevada Secretary of State;
(d) Certified resolutions of the Board of Directors of
Mirage signed by at least two of the three directors of Mirage, in form
satisfactory to counsel for SGO, NetSol Pvt, and NetSol UK, authorizing the
execution and performance of this Agreement;
(e) A Consent Action in Writing by the Majority Shareholders
in lieu of meeting authorizing the execution and performance of this
Agreement; and
(f) SGO shall deliver at least Rs. 100,000 through normal
banking channels to the credit of existing shareholders in the amount equal
to their respective shares representing their par value. Such action shall
produce a realization certificate.
ARTICLE 33
INDEMNIFICATION
17
33.1 SGO, NETSOL PVT, AND NETSOL UK'S INDEMNITY.
(a) Upon receipt of notice thereof, SGO, NetSol Pvt, and
NetSol UK shall, jointly and severally, indemnify, defend, and hold harmless
Mirage from any and all claims, demands, liabilities, damages, deficiencies,
losses, obligations, costs and expenses, including attorney fees and any
costs of investigation that Mirage shall incur or suffer, that arise, result
from or relate to: (i) any breach of, or failure by SGO, NetSol Pvt, and/or
NetSol UK to perform, any of their representations, warranties, covenants, or
agreements in this Agreement or in any schedule, certificate, exhibit, or
other instrument furnished or to be furnished by SGO, NetSol Pvt, and/or
NetSol UK under this Agreement; and (ii) the employment of any of NetSol Pvt
or NetSol UK's employees which is in violation of any law, regulation, or
ordinance of any Governmental Entity.
(b) Mirage shall notify promptly SGO, NetSol Pvt, and NetSol
UK of the existence of any claim, demand, or other matter to which SGO,
NetSol Pvt, and NetSol UK's indemnification obligations would apply, and
shall give them a reasonable opportunity to defend the same at their own
expense and with counsel of their own selection, provided that Mirage shall
at all times also have the right to fully participate in the defense. If SGO,
NetSol Pvt, and NetSol UK, within a reasonable time after this notice, fails
to defend, Mirage shall have the right, but not the obligation, to undertake
the defense of, and, with the written consent of SGO, NetSol Pvt, and NetSol
UK, to compromise or settle the claim or other matter on behalf, for the
account, and at the risk, of SGO, NetSol Pvt, and NetSol UK.
33.2 MIRAGE'S INDEMNITY.
(a) Upon receipt of notice thereof, Mirage shall indemnify,
defend, and hold harmless SGO, NetSol Pvt, and/or NetSol UK from any and all
claims, demands, liabilities, damages, deficiencies, losses, obligations,
costs, and expenses, including attorney fees and any costs of investigation
that SGO, NetSol Pvt, and/or NetSol UK shall incur or suffer, that arise,
result from or relate to any breach of, or failure by Mirage to perform any
of its representations, warranties, covenants, or agreements in this
Agreement or in any schedule, certificate, exhibit, or other instrument
furnished or to be furnished by Mirage under this Agreement.
(b) SGO, NetSol Pvt, and/or NetSol UK shall notify promptly
Mirage of the existence of any claim, demand or other matter to which
Mirage's indemnification obligations would apply, and shall give it a
reasonable opportunity to defend the same at its own expense and with counsel
of its own selection, provided that SGO, NetSol Pvt, and NetSol UK shall at
all times also have the right to fully participate in the defense. If Mirage,
within a reasonable time after this notice, fails to defend, SGO, NetSol Pvt,
and NetSol UK shall have the right, but not the obligation, to undertake the
defense of, and, with the written consent of Mirage, to compromise or settle
the claim or other matter on behalf, for the account, and at the risk, of
Mirage.
18
ARTICLE 34
DEFAULT, AMENDMENT AND WAIVER
34.1 DEFAULT. Upon a breach or default under this Agreement by any of
the Parties (following the cure period provided herein), the non-defaulting
party shall have all rights and remedies given hereunder or now or hereafter
existing at law or in equity or by statute or otherwise. Notwithstanding the
foregoing, in the event of a breach or default by any party hereto in the
observance or in the timely performance of any of its obligations hereunder
which is not waived by the non-defaulting party, such defaulting party shall
have the right to cure such default within 15 days after receipt of notice in
writing of such breach or default.
34.2 WAIVER AND AMENDMENT. Any term, provision, covenant,
representation, warranty, or condition of this Agreement may be waived, but
only by a written instrument signed by the party entitled to the benefits
thereof. The failure or delay of any party at any time or times to require
performance of any provision hereof or to exercise its rights with respect to
any provision hereof shall in no manner operate as a waiver of or affect such
party's right at a later time to enforce the same. No waiver by any party of
any condition, or of the breach of any term, provision, covenant,
representation, or warranty contained in this Agreement, in any one or more
instances, shall be deemed to be or construed as a further or continuing
waiver of any such condition or breach or waiver of any other condition or of
the breach of any other term, provision, covenant, representation, or
warranty. No modification or amendment of this Agreement shall be valid and
binding unless it be in writing and signed by all Parties hereto.
ARTICLE 35
MISCELLANEOUS
35.1 EXPENSES. Whether or not the transactions contemplated hereby are
consummated, each of the Parties hereto shall bear all taxes of any nature
(including, without limitation, income, franchise, transfer, and sales taxes)
and all fees and expenses relating to or arising from its compliance with the
various provisions of this Agreement and such party's covenants to be
performed hereunder, and except as otherwise specifically provided for
herein, each of the Parties hereto agrees to pay all of its own expenses
(including, without limitation, attorneys and accountants' fees, and printing
expenses) incurred in connection with this Agreement, the transactions
contemplated hereby, the negotiations leading to the same and the
preparations made for carrying the same into effect, and all such taxes,
fees, and expenses of the Parties hereto shall be paid prior to Closing.
35.2 NOTICES. Any notice, request, instruction, or other document
required by the terms of this Agreement, or deemed by any of the Parties
hereto to be desirable, to be given to any other party hereto shall be in
writing and shall be given by facsimile, personal delivery, overnight
delivery, or mailed by registered or certified mail, postage prepaid, with
return receipt requested, to the following addresses:
TO SGO: Xx. Xxxxx Xxxxxx and Others
Attn: Xx. Xxxxx Xxxxx Ghauri
0xx Xxxxx, X-00, XXXXX
Xxxxxx, Xxxxx.
Fax: 00000000000
19
With a copy to: ___________________________
___________________________
___________________________
TO MIRAGE: Mirage Holdings, Inc.
Attn: Xxxxxx X. Xxxxxx, President
000 Xxxxxxxx Xxxx. Xxxxx 000
Xxxxx Xxxxxx, XX 00000
Fax: 310/000-0000
With a copy to: Xxxxxxx & Beam
Attn: Xxxxxxxx X. Xxxxxxx
Xxx Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, XX 00000
Fax: (000) 000-0000
The persons and addresses set forth above may be changed from time to
time by a notice sent as aforesaid. If notice is given by facsimile, personal
delivery, or overnight delivery in accordance with the provisions of this
Section, said notice shall be conclusively deemed given at the time of such
delivery. If notice is given by mail in accordance with the provisions of
this Section, such notice shall be conclusively deemed given seven days after
deposit thereof in the United States mail.
35.3 ENTIRE AGREEMENT. This Agreement, together with the Schedule and
Exhibits hereto, sets forth the entire agreement and understanding of the
Parties hereto with respect to the transactions contemplated hereby, and
supersedes all prior agreements, arrangements and understandings related to
the subject matter hereof. No understanding, promise, inducement, statement
of intention, representation, warranty, covenant, or condition, written or
oral, express or implied, whether by statute or otherwise, has been made by
any party hereto which is not embodied in this Agreement, or in the schedules
or exhibits hereto or the written statements, certificates, or other
documents delivered pursuant hereto or in connection with the transactions
contemplated hereby, and no party hereto shall be bound by or liable for any
alleged understanding, promise, inducement, statement, representation,
warranty, covenant, or condition not so set forth.
35.4 SURVIVAL OF REPRESENTATIONS. All statements of fact (including
financial statements) contained in the Schedule, the exhibits, the
certificates, or any other instrument delivered by or on behalf of the
Parties hereto, or in connection with the transactions contemplated hereby,
shall be deemed representations and warranties by the respective party
hereunder. All representations, warranties, agreements, and covenants
hereunder shall survive the Closing and remain effective regardless of any
investigation or audit at any time made by or on behalf of the Parties or of
any information a party may have in respect hereto. Consummation of the
transactions contemplated hereby shall not be deemed or construed to be a
waiver of any right or remedy possessed by any party hereto, notwithstanding
that such party knew or should have known at the time of Closing that such
right or remedy existed.
20
35.5 INCORPORATED BY REFERENCE. The schedules, exhibits, and all
documents (including, without limitation, all financial statements) delivered
as part hereof or incident hereto are incorporated as a part of this
Agreement by reference.
35.6 REMEDIES CUMULATIVE. No remedy herein conferred upon the Parties is
intended to be exclusive of any other remedy and each and every such remedy
shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute or
otherwise.
35.7 EXECUTION OF ADDITIONAL DOCUMENTS. Each party hereto shall make,
execute, acknowledge, and deliver such other instruments and documents, and
take all such other actions as may be reasonably required in order to
effectuate the purposes of this Agreement and to consummate the transactions
contemplated hereby.
35.8 FINDERS' AND RELATED FEES. Each of the Parties hereto is
responsible for, and shall indemnify the other against, any claim by any
third party to a fee, commission, bonus, or other remuneration arising by
reason of any services alleged to have been rendered to or at the instance of
said party to this Agreement with respect to this Agreement or to any of the
transactions contemplated hereby.
35.9 GOVERNING LAW. This Agreement has been negotiated and executed in
the State of California and shall be construed and enforced in accordance
with the laws of such state.
35.10 FORUM. Each of the Parties hereto agrees that any action or suit
which may be brought by any party hereto against any other party hereto in
connection with this Agreement or the transactions contemplated hereby may be
brought only in a federal or state court in Orange County, California.
35.11 PROFESSIONAL FEES. In the event either party hereto shall commence
legal proceedings against the other to enforce the terms hereof, or to
declare rights hereunder, as the result of a breach of any covenant or
condition of this Agreement, the prevailing party in any such proceeding
shall be entitled to recover from the losing party its costs of suit,
including reasonable attorneys' fees, accountants' fees, and experts' fees.
35.12 BINDING EFFECT AND ASSIGNMENT. This Agreement shall inure to the
benefit of and be binding upon the Parties hereto and their respective heirs,
executors, administrators, legal representatives, and assigns.
35.13 COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may be executed
simultaneously 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. The Parties agree that facsimile signatures of this Agreement
shall be deemed a valid and binding execution of this Agreement.
8.14 REPRESENTATION. The parties hereto agree and acknowledge that the
law firm of Xxxxxxx & Beam has represented Mirage in preparing this
21
Agreement. All parties to this Agreement have been given the opportunity to
consult with counsel of their choice regarding their rights under this
Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, as
of the date first written hereinabove.
MIRAGE:
MIRAGE HOLDINGS, INC.,
a Nevada corporation
/s/ Xxxxxx Xxxxxx
-----------------------------------------
By: Xxxxxx X. Xxxxxx
Its: President
SGO:
/s/ Xxxxx Xxxxxx
-----------------------------------------
Xxxxx Xxxxxx
Print name here: Xx. Xxxxx Xxxxx Ghauri
/s/ Xxxxxxx Xxxxxx
-----------------------------------------
Print name here: Xxx. Xxxxxxx Xxxxxx
/s/ Xxxxxx Xxxxxx
-----------------------------------------
Print name here: Xx. Xxxxxx-Ud-Din Ghauri
/s/ Aamrah Shahab
-----------------------------------------
Print name here: Mr. Aamrah Shahab
22
EXHIBIT "A"
LIST OF SHAREHOLDERS ENTERING INTO THIS AGREEMENT
Shareholder Name Entity in which Shares Held Number of Shares Held
-------------------------- ---------------------------- ---------------------
Xx. Xxxxx Xxxxx Ghauri Network Solutions (Pvt) Ltd. 123
Xx. Xxxxxx-Ud-Din Ghauri -0- 123
Mrs. Aamrah Shahab -0- 122
Xxx. Xxxxxxx Xxxxxx -0- 122
---
TOTAL 490
EXHIBIT "B"
OPINION LETTERS
EXHIBIT C
SGO, NETSOL PVT, AND NETSOL UK DISCLOSURE SCHEDULE
The items set forth below are exceptions to the representations and
warranties of SGO, NetSol Pvt, and NetSol UK set forth in Section 2.1 of the
Agreement. Any matter set forth herein as an exception to a section of the
Agreement shall be deemed to constitute an exception to all other applicable
sections of the Agreement. Capitalized terms not otherwise defined herein
shall have the meaning ascribed to them in the Agreement.
SECTION EXCEPTION
------- ---------
FOR SGO
Nil
FOR NETWORK SOLUTIONS (PVT) LTD.
Nil
FOR NETSOL (U.K.) LIMITED
Nil
[closing date]
Page 2
EXHIBIT D
MIRAGE DISCLOSURE SCHEDULE
The items set forth below are exceptions to the representations and
warranties of Mirage set forth in Section 2.2 of the Agreement. Any matter
set forth herein as an exception to a section of the Agreement shall be
deemed to constitute an exception to all other applicable sections of the
Agreement. Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Agreement.
SECTION EXCEPTION
------- ---------
2.2.8 Litigation - A former officer and director of the Company has
threatened to xxx the Company for wrongful termination. Upon his
departure Xx. Xxxxxxxx was given a total of 200,000 shares of
restricted stock and 50,000 options. In addition, certain numbers
of his shares are subject to a lock-up agreement with the Company.
As of the date of this Agreement, no law suites have been filed by
Xx. Xxxxxxxx.
[closing date]
Page 3
CERTIFICATE OF THE SECRETARY
OF
MIRAGE HOLDINGS, INC.
I, XXXXXX X. XXXXXX, hereby certify that I am the duly elected,
qualified and acting Secretary of MIRAGE HOLDINGS, INC., a Nevada corporation
(the "Company"), and I further certify as follows:
Attached hereto as EXHIBIT A is a true, correct and complete copy of
resolutions duly adopted by the Board of Directors of the Company by written
consent in accordance with applicable law and the Bylaws authorizing the
execution and performance of that certain Acquisition Agreement dated April
3, 1998 (the "Agreement"), by and between the Company, on the one hand, and
Xxxxx Xxxxxx and Other ("SGO"), Network Solutions (Pvt) Limited, a Pakistan
corporation ("NetSol Pvt), and NetSol (UK) Limited, a United Kingdom
corporation ("NetSol UK"), on the other hand. Such resolutions have not been
modified, rescinded or otherwise changed or amended and remain in full force
and effect as of the date hereof.
IN WITNESS WHEREOF, I have executed this certificate as of this 3rd day
of April, 1999.
/s/ XXXXXX XXXXXX
--------------------------------------
XXXXXX X. XXXXXX, Secretary
[closing date]
Page 1
MIRAGE HOLDINGS, INC.
A NEVADA CORPORATION
WRITTEN CONSENT OF THE BOARD OF DIRECTORS
WITHOUT MEETING
Pursuant to the authority granted to the board of directors by the
Nevada Revised Statutes, all members of the board of directors of MIRAGE
HOLDINGS, INC., a Nevada corporation (this "Company"), do hereby consent to,
adopt, ratify, confirm, and approve, as of the date indicated below, the
following resolutions, as evidenced by their signatures hereunder:
ACQUISITION
WHEREAS, the undersigned deem it in the best interests of the
Company to effectuate a purchase of 49% of the outstanding shares of capital
stock of Network Solutions (Pvt) Limited, a Pakistan corporation ("NetSol
Pvt) and 57% of the outstanding shares of capital stock of NetSol (UK)
Limited, a United Kingdom corporation ("NetSol UK"), from Xxxxx Xxxxxx and
others ("SGO"), in exchange for 4.2 million shares of this Company's
restricted outstanding common stock, for a total of 7.0 million shares of
common stock;
WHEREAS, the terms and conditions of the acquisition are set forth
in that certain Acquisition Agreement attached hereto and incorporated herein
by this reference as Exhibit "A" (the "Acquisition Agreement");
NOW, THEREFORE, IT IS HEREBY, RESOLVED, that either the Chief
Executive Officer, President, Chief Financial Officer, Vice President, and/or
Secretary of the Company, acting alone or together, each are hereby
authorized to execute and deliver, for and on behalf of the Company, the
Acquisition Agreement in substantially the form attached as Exhibit "A", with
such changes as the officers authorized to execute the documents may approve,
together with and including, without limitation, any and all agreements,
instruments, and documents, and amendments thereto (collectively, the
"Documents") as they may deem necessary or appropriate to consummate the
transactions contemplated therein.
RESOLVED FURTHER, that the Company is authorized to perform the
Documents executed and delivered in accordance with these resolutions.
NAME AND SYMBOL CHANGE
RESOLVED, that the officers of the Company specified above are
authorized to take such actions as they deem necessary to effectuate the name
and symbol change of the Company to NetSol International, Inc.
1
[closing date]
Page 2
RATIFICATION
RESOLVED, that the authority given hereunder shall be deemed
retroactive and any and all agreements, instruments and documents, and all
amendments thereto, and acts authorized hereunder executed, delivered or
performed prior to the passage of these resolutions are hereby confirmed,
ratified and approved.
RESOLVED FURTHER, that the Secretary of the Company is authorized
to certify a copy of these resolutions and deliver the same as evidence of
the foregoing authorization to act on behalf of the Company.
The undersigned hereby consent to this action and the resolutions
set forth above and direct and authorize that a copy of this Written Consent
of Board of Directors be placed by the Company 's secretary with the minutes
of the proceedings of the Board of Directors in the official records of the
Company.
Dated: April 3, 1999
DIRECTORS:
/s/ Xxxxxx Xxxxxx
-----------------------
Xxxxxx X. Xxxxxx
/s/ Xxxx Xxxxxxx
-----------------------
Xxxx X. Xxxxxxx
Xxxxx Xxxxxxx
-----------------------
Xxxxx Xxxxxxx
2
[closing date]
Page 1
CERTIFICATE OF THE
PRESIDENT, CHIEF FINANCIAL OFFICER,
AND SECRETARY OF
MIRAGE HOLDINGS, INC.
The undersigned hereby certifies that he is the duly elected,
qualified and acting President, Secretary and Chief Financial Officer of
MIRAGE HOLDINGS, INC., a Nevada corporation (the "Company"), and, as such, is
authorized to execute this certificate on behalf of the Company and does
further certify as follows:
1. This certificate is being delivered pursuant to Article
3.2(a) and Article 3.2(b) of that certain Acquisition Agreement dated April
3, 1999 (the "Agreement"), by and among the Company, on the one hand, and
Xxxxx Xxxxxx and Other ("SGO"), Network Solutions (Pvt) Limited, a Pakistan
corporation ("NetSol Pvt), and NetSol (UK) Limited, a United Kingdom
corporation ("NetSol UK"), on the other hand. All capitalized terms not
otherwise defined herein shall have the respective meanings assigned to them
in the Agreement.
2. All representations and warranties of the Company set forth
in the Agreement are true and correct as of the date of the Agreement and as
of the Closing as though made on and as of the Closing, except: (i) as
otherwise contemplated by the Agreement; or (ii) in respects that do not have
a Material Adverse Effect on the Company or on the benefits of the
transactions provided for in the Agreement.
3. The Company has performed all agreements and covenants
required to be performed by it under the Agreement prior to the Closing,
except for breaches that do not have a Material Adverse Effect on the Company
or on the benefits of the transactions provided for in the Agreement.
IN WITNESS WHEREOF, the undersigned have executed this certificate
as of the 3rd day of April, 1999.
MIRAGE HOLDINGS, INC., a Nevada corporation
/S/ XXXXXX XXXXXX
------------------------------------
By: Xxxxxx X. Xxxxxx
Its: President, Secretary and Chief Financial Officer
[closing date]
Page 1
CERTIFICATE OF THE OFFICERS
OF
NETWORK SOLUTIONS (PVT) LIMITED
The undersigned hereby certify that they are, respectively, the
duly elected, qualified and acting President and Chief Financial Officer of
NETWORK SOLUTIONS (PVT) LIMITED, a Pakistan corporation (the "Company"), and,
as such, are authorized to execute this certificate on behalf of the Company
and do further certify as follows:
1. This certificate is being delivered pursuant to Article
3.3(a) and Article 3.3(b) of that certain Acquisition Agreement dated April
3, 1999 (the "Agreement"), by and among Xxxxx Xxxxxx and Others ("SGO"),
NetSol (UK) Limited, a United Kingdom corporation ("NetSol UK"), and the
Company, on the one hand, and Mirage Holdings, Inc., a Nevada corporation, on
the other hand. All capitalized terms not otherwise defined herein shall have
the respective meanings assigned to them in the Agreement.
2. All representations and warranties of the Company set forth
in the Agreement are true and correct as of the date of the Agreement and as
of the Closing as though made on and as of the Closing, except: (i) as
otherwise contemplated by the Agreement; or (ii) in respects that do not have
a Material Adverse Effect on the Company or on the benefits of the
transactions provided for in the Agreement.
3. The Company has performed all agreements and covenants
required to be performed by it under the Agreement prior to the Closing,
except for breaches that do not have a Material Adverse Effect on the Company
or on the benefits of the transactions provided for in the Agreement.
IN WITNESS WHEREOF, the undersigned have executed this certificate
as of the 3rd day of April, 1999.
NETWORK SOLUTIONS (PVT) LIMITED,
a Pakistan corporation
/S/ XXXXX XXXXXX
------------------------------------
By: Xxxxx Xxxxxx
Its: President
/S/ XXXXX XXXXXX
------------------------------------
By: Xxxxx Xxxxxx
Its: Chief Financial Officer
[closing date]
Page 1
CERTIFICATE OF THE OFFICERS
OF
NETSOL (UK) LIMITED
The undersigned hereby certify that they are, respectively, the
duly elected, qualified and acting President and Chief Financial Officer of
NETSOL UK) LIMITED, a United Kingdom corporation (the "Company"), and, as
such, are authorized to execute this certificate on behalf of the Company and
do further certify as follows:
1. This certificate is being delivered pursuant to Article
3.3(a) and Article 3.3(b) of that certain Acquisition Agreement dated April
3, 1999 (the "Agreement"), by and among Xxxxx Xxxxxx and Others ("SGO"),
Network Solutions (Pvt) Limited, a Pakistan corporation, and the Company, on
the one hand, and Mirage Holdings, Inc., a Nevada corporation, on the other
hand. All capitalized terms not otherwise defined herein shall have the
respective meanings assigned to them in the Agreement.
2. All representations and warranties of the Company set forth
in the Agreement are true and correct as of the date of the Agreement and as
of the Closing as though made on and as of the Closing, except: (i) as
otherwise contemplated by the Agreement; or (ii) in respects that do not have
a Material Adverse Effect on the Company or on the benefits of the
transactions provided for in the Agreement.
3. The Company has performed all agreements and covenants
required to be performed by it under the Agreement prior to the Closing,
except for breaches that do not have a Material Adverse Effect on the Company
or on the benefits of the transactions provided for in the Agreement.
IN WITNESS WHEREOF, the undersigned have executed this certificate
as of the 3rd day of April, 1999.
NETSOL (UK) LIMITED,
a United Kingdom corporation
/S/ XXXXX XXXXXX
------------------------------------
By: Xxxxx Xxxxxx
Its: President
/S/ XXXXX XXXXXX
------------------------------------
By: Xxxxx Xxxxxx
Its: Chief Financial Officer
1
[closing date]
Page 1
CERTIFICATE OF
XXXXX XXXXXX AND OTHERS
The undersigned hereby certify that they are Xxxxx Xxxxxx and
Others, acting in their individual capacities and as shareholders of Network
Solutions (Pvt) Limited, a Pakistan corporation and NetSol (UK) Limited, a
United Kingdom corporation, and, as such, are authorized to execute this
certificate on behalf of the Company and do further certify as follows:
1. This certificate is being delivered pursuant to Article
3.3(a) and Article 3.3(b) of that certain Acquisition Agreement dated April
3, 1999 (the "Agreement"), by and among Xxxxx Xxxxxx and Other ("SGO"),
Network Solutions (Pvt) Limited, a Pakistan corporation, and NetSol (UK)
Limited, a United Kingdom corporation ("NetSol UK"), on the one hand, and
Mirage Holdings, Inc., a Nevada corporation, on the other hand. All
capitalized terms not otherwise defined herein shall have the respective
meanings assigned to them in the Agreement.
2. All representations and warranties of SGO set forth in the
Agreement are true and correct as of the date of the Agreement and as of the
Closing as though made on and as of the Closing, except: (i) as otherwise
contemplated by the Agreement; or (ii) in respects that do not have a
Material Adverse Effect on SGO or on the benefits of the transactions
provided for in the Agreement.
3. SGO have performed all agreements and covenants required to
be performed by it under the Agreement prior to the Closing, except for
breaches that do not have a Material Adverse Effect on SGO or on the benefits
of the transactions provided for in the Agreement.
IN WITNESS WHEREOF, the undersigned have executed this certificate
as of the 3rd day of April, 1999.
SGO:
/s/ Xxxxx Xxxxxx _______________________
Print Name here: Xxxxx Xxxxxx
/s/ Shahab Ghauri____________________
Print name here: Xx. Xxxxxx Ud-Din Ghauri
/s/ Xxxxxxx Ghauri____________________
Print name here: Xxx. Xxxxxxx Xxxxxx
/s/ Aamrah Ghauri ____________________
Print name here: Mrs. Aamrah Ghauri
1
LAW OFFICES OF
XXXXXXX & BEAM
TWO XXXXXXX XXXXX
XXXXX 000
XXXXXX, XXXXXXXXXX 00000
(000) 000-0000
(000) 000-0000
FAX: (000) 000-0000
Xxxxxxx X. Xxxx, Esq. Xxxxx X. Xxxx, Esq.
Xxxxxxxx X. Xxxxxxx, Esq. Xxxxx X.X. XxXxxxxxx, Esq.
Xxxxxxxx X. Xxxx, Esq. Xxxxxxx X. Xxxxxx, Esq.
Xxxxx Xxxxxx, Esq. K. Xxxxxxx Xxxxxxxx, Esq.
Xxxxx X. Xxxxxx, Esq. Xxxx X. Xxxxxxxx, Esq.
April 3, 1999
MIRAGE HOLDINGS, INC. ACQUISITION AGREEMENT WITH XXXXX XXXXXX AND OTHERS,
NETWORK SOLUTIONS (PVT) LIMITED, AND NETSOL (UK) LIMITED
CLOSING MEMORANDUM
This Memorandum outlines the action taken in connection with the
sale by Xxxxx Xxxxxx and Others ("SGO") of 49% of the issued and outstanding
capital stock of Network Solutions (Pvt) Limited, a Pakistan corporation
("NetSol Pvt") and of 57% of the issued and outstanding capital stock of
NetSol (UK) Limited, a United Kingdom corporation ("NetSol UK"),
(collectively, the "Shares") to Mirage Holdings, Inc., a Nevada corporation
("Mirage") in exchange for the 4.2 million shares of restricted common stock
of Mirage, such sale being made pursuant to an Acquisition Agreement (the
"Agreement"), dated as of the date of the Closing as defined in the
Agreement, among the Parties. All capitalized terms used herein have that
meaning as defined in the Agreement.
1. ACTIONS TAKEN PRIOR TO THE CLOSING.
A. ACTIONS TAKEN BY MIRAGE, SGO, NETSOL PVT, AND NETSOL
UK. At a meetings of the respective Board of Directors of each party, the
respective Boards of Directors took all corporate action necessary to: (i)
authorize the purchase and sale of the capital stock; (ii) authorize the
execution and delivery of the Agreement; and (iii) fulfill the conditions
precedent of each party as set forth in the Agreement.
B. TIMING. The parties agreed that the transaction
would be completed in two separate steps:
i. THE SIGNING. The signing of the Agreement
and all other documents related thereto would be held on April 3, 1999 (the
"Signing Date"), at the offices of the Mirage, 000 Xxxxxxxx Xxxxxxxxx, Xxxxx
000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000.
ii. THE CLOSING. The closing of the Agreement
(i.e., the exchange of the capital stock for the cash payment as set forth in
the Agreement) will be held as soon as practicable after the execution of the
Agreement (the "Closing Date").
2. THE SIGNING.
The Signing was held on April 2, 1999 (the "Signing
Date"), at the offices of the Mirage, located at 000 Xxxxxxxx Xxxxxxxxx,
Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000.
At the Signing, each party delivered to the other all required
corporate documents and consents as set forth in the Agreement.
Also at the signing, the parties executed and delivered each to
the other, unless waived, the following documents:
--------------------------------------------------- ------------------------------ ----------------------------------
DOCUMENT SIGNATORIES DELIVERY TO
--------------------------------------------------- ------------------------------ ----------------------------------
Acquisition Agreement Mirage Mirage
SGO SGO
NetSol Pvt NetSol Pvt
NetSol UK NetSol UK
--------------------------------------------------- ------------------------------ ----------------------------------
List of Shareholders - Exhibit A SGO Mirage
--------------------------------------------------- ------------------------------ ----------------------------------
Legal Opinion - Exhibit B Counsel for SGO, Mirage
NetSol Pvt, and NetSol
UK
--------------------------------------------------- ------------------------------ ----------------------------------
Certificate of Secretary of Mirage Xxxxxx X. Xxxxxx Mirage Corporate Records
SGO
NetSol Pvt
NetSol UK
--------------------------------------------------- ------------------------------ ----------------------------------
Consent of Mirage Directors Xxxxxx X. Xxxxxx Mirage Corporate Records
Xxxx X. Xxxxxxx SGO
Xxxxx Xxxxxxx NetSol Pvt
NetSol UK
--------------------------------------------------- ------------------------------ ----------------------------------
Certificate of President, Secretary and Chief Xxxxxx X. Xxxxxx Mirage Corporate Records
Financial Officer of Mirage SGO
NetSol Pvt
NetSol UK
--------------------------------------------------- ------------------------------ ----------------------------------
Certificate of Officers of NetSol Pvt Officers of NetSol Pvt NetSol Pvt Corporate Records
Mirage
--------------------------------------------------- ------------------------------ ----------------------------------
--------------------------------------------------- ------------------------------ ----------------------------------
Certificate of Officers of NetSol UK Officers of NetSol UK NetSol UK Corporate Records
Mirage
--------------------------------------------------- ------------------------------ ----------------------------------
Certificate of SGO SGO SGO Records
Mirage
--------------------------------------------------- ------------------------------ ----------------------------------
The Signing was then declared completed.
3. THE CLOSING.
At the Closing, SGO delivered to Mirage certificates representing
the Shares as designated in Section 1.1 of the Agreement.
At the Closing, Mirage delivered to SGO the Shares as designated
in Section 1.2 of the Agreement.
The Closing was then declared completed.
4. ACTION SUBSEQUENT TO THE CLOSING.
Not later than 15 days after the Closing Date, Mirage, pursuant to
any and all requirements of the Securities Act of 1933, as amended, and the
Securities and Exchange Act of 1934, as amended, shall file any and all
required documents with the United States Securities and Exchange Commission.
