EXHIBIT 10.12
TERMINATION AGREEMENT
THIS AGREEMENT is made on the 2nd day of February, 2000.
BETWEEN:
POPstar Communications, Inc., a corporation incorporated under the
laws of the State of Nevada, the United States of America, with its
principal offices located at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxx ("POPstar");
- and -
POPstar Global Communications Inc., a corporation incorporated under
the laws of the British Virgins Islands with its registered offices
located at X.X. Xxx 0000, XXXX Xxxxxx, Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx
("POPstar-BVI");
- and -
Kemayan E.C. Hybrid Ltd., a corporation incorporated under the laws of
the British Virgin Islands with its principal offices located at x/x
00xx Xxxxx, Xxxxxx Xxxxxxx, 000 Xxxxx Xxxxxx, 00000 Xxxxx Xxxxxx,
Xxxxxxxx ("KECH");
- and -
Sunfield Industries Limited, a corporation incorporated under the laws
of the British Virgin Islands with its principal offices located at
3-18-2 Jade Tower, Seri Mas, Xxxxx 0/00X, 0-0/0 Xxxx Xxxxxx, 00000
Xxxxx Xxxxxx, Xxxxxxxx ("Sunfield");
- and -
Uprising Overseas Limited, a corporation incorporated under the laws
of the British Virgin Islands with its principal offices located at 00
Xxxxx
XX0/00, 00000 Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx ("Uprising");
- and -
Golden Harvest Overseas Limited, a corporation incorporated under the
laws of the British Virgin Islands with its principal offices located
at 28 XXX 0/0X, 00000 Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx "Golden
Harvest");
- and -
Trustee of the Xxxxxxxx Xxx Family Trust, who is presently Xxxxxx Xxxx
Xxx Xxxx of 2702-6 Lucky Commercial Xxxxxxxx, 000-0 Xxx Xxxxx Xxxx
Xxxx, Xxxx Xxxx SAR ("Trustee A");
-and-
Trustee of the Xxxx XxXxxxxxx Family Trust, who is presently Xxxxxx
Xxxx Xxx Xxxx of 2702-6 Lucky Commercial Xxxxxxxx, 000-0 Xxx Xxxxx
Xxxx Xxxx, Xxxx Xxxx SAR ("Trustee B").
RECITALS
WHEREAS:
A. A certain Shareholders' Agreement dated January 12, 1999 was entered into
among KECH, Sunfield, Uprising, Golden Harvest, Trustee A, Trustee B and
POPstar-BVI;
B. Four certain Investor Rights Agreements, all dated January 12, 1999, were
entered into between POPstar-BVI and each of KECH, Sunfield, Uprising and
Golden Harvest;
C. A certain Registration Rights Agreement dated January 12, 1999 was entered
into between POPstar-BVI and each of KECH, Sunfield, Uprising and Golden
Harvest;
D. Four certain Investor Exchange Agreements, all dated July 13, 1999, were
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entered into between POPstar and each of KECH, Sunfield, Uprising and
Golden Harvest;
E. A certain Share Subscription Agreement is proposed to be entered into on
February 2, 2000 between POPstar and xxxxxxxx.xxx (BVI) Ltd.; and
F. A certain Nominee Director Agreement is proposed to be entered into on
February 2, 2000 among POPstar, KECH, xxxxxxxx.xxx (BVI) Ltd., Trustee A
and Trustee B;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements hereinafter contained, the parties covenant and agree
with one another as follows:
1. Subject to the entering into and becoming effective of the Share
Subscription Agreement and the Nominee Director Agreement referred to in
Recitals E and F above, the parties hereto each irrevocably agree to
terminate, release, discharge and quit claims the Shareholders' Agreement
referred to in Recital A, the Investor Rights Agreements referred to in
Recital B and the Registration Rights Agreement referred to in Recital C.
2. This agreement shall be governed by and construed in accordance with the
laws of the State of Nevada.
3. This agreement may be executed by the parties in separate counterparts,
each of which, when so executed and delivered (including by facsimile)
shall be an original, and all of which when taken together shall together
constitute one and the same instrument. This agreement will not be binding
upon any party until it has been executed by each of the parties (including
by facsimile) and delivered to all other parties.
IN WITNESS WHEREOF the parties have duly executed this agreement as of the
date first above written.
POPSTAR COMMUNICATIONS, INC.
/s/ Xxxxxxxx Xxx
------------------------------------
Name: Xxxxxxxx Xxx
Title: Chairman
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POPSTAR GLOBAL COMMUNICATIONS INC.
/s/ Xxxxxxxx Xxx
------------------------------------
Name: Xxxxxxxx XXX
Title: Director
KEMAYAN E.C. HYBRID LTD.
/s/ Yong Kiat Xxxxxx Xxxx
------------------------------------
Name: Yong Kiat Xxxxxx XXXX
Title: Director
SUNFIELD INDUSTRIES LIMITED
/s/ Xxxx Xxx Mun
------------------------------------
Name: XXXX Xxx Mun
Title: Director
UPRISING OVERSEAS LIMITED
/s/ Chan Xxxx Xxxxx
------------------------------------
Name: CHAN Xxxx Xxxxx
Title: Director
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GOLDEN HARVESR OVERSEAS LIMITED
/s/ Xxx Xxxx Tatt
------------------------------------
Name: XXX Xxxx Tatt
Title: Director
XXXXXX XXXX XXX XXXX (in his capacity as
trustee of the Xxxxxxxx Xxx Family Trust)
/s/ Xxxxxx Xxxx Xxx Xxxx
------------------------------------
Xxxxxx Xxxx Xxx XXXX, as trustee - 2 FEB 2000
XXXXXX XXXX XXX XXXX (in his capacity as
trustee of the Xxxx XxXxxxxxx Family Trust)
/s/ Xxxxxx Xxxx Linchoi
------------------------------------
Xxxxxx Xxxx Xxx XXXX, as trustee - 2 FEB 2000
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