Common Stock Purchase Agreement
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Common Stock Purchase Agreement (the "Agreement"), dated April 2, 2002
by and between Cyberstation Computers and Support Inc., a Canadian corporation
with its principal place of business at 00 Xx. Xxxxxxx Xx., 0xx Xxxxx, Xxxxxxx,
Xxxxxxx X0X 0X0 (the "Purchaser"), and Xxxxxxx Xxxxx and Platinum
Telecommunications Inc., with principal offices at 000-00 Xxxxxxxxxxxxx Xxxx
Xxxxx, Xxxxxxxxxxx, Xxxxxxx Xxxxxx, X0X 0X0 (hereforth known as the "Seller" and
"the Company," respectively).
Recitals
Whereas, the Seller is the owner of all of the Capital Stock (the
"Shares") of the Company.
Whereas, the Purchaser wishes to purchase and the Seller wishes to sell
70 % of the shares at the closing (as hereafter defined) on the terms and
conditions set forth in this Agreement;
Now, Therefore, in consideration of the premises and of the Agreements
set forth below, the parties agree as follows:
1. Purchase and Sale.
a. Shares to be purchased and sold. At the closing, the
Seller agrees to sell, transfer, convey, assign and
deliver to the Purchaser, the shares free and clear
of all liens, claims and encumbrances for the
purchase price hereafter set forth.
b. Purchase Price. Upon terms and subject to the
conditions set forth in this Agreement, in exchange
for the shares of the "Company", Purchaser hereby
agrees to provide to the Seller 1,800,000 shares of
the Common Stock of BankEngine Technologies Inc.,
$.001 par value. (the "Payment Stock").
c. Closing Date. The Closing shall occur on or before
April 5, 2002 (the "Closing Date") at the offices of
the Purchaser (the "Closing"). The Closing will be
subject to conditional upon (i) the receipt and
review of and satisfaction with any due diligence
materials and disclosure documentation requested by
the Purchaser, and authorized by the Company's Board
of Directors and approval by the Company's
Stockholders of the Sale of the Shares.
d. Delivery of Shares and Payment. At or before the
Closing, Seller will deliver to the Purchaser,
certificates representing all of the shares, which
share certificates will be appropriately endorsed
over to the Purchaser. At the Closing, Purchaser will
deliver the certificate (s) representing the Payment
Stock, which share certificate will be appropriately
endorsed over to the Seller. At or before the
Closing, seller shall transfer control of seller's
corporate bank accounts to officers of purchaser.
2. Representations and Warranties of the Seller
The Seller represents and warrants as follows:
a. Organization, Standing and Qualification. The Company
is a corporation duly organized, validly existing and
in good standing under the laws of the Canada; the
Company has all requisite corporate power and
authority and possesses all franchises, licenses,
permits, authorizations and approvals from all
administrative agencies necessary to conduct its
business as conducted; and is dully qualified
licensed or domesticated and in good standing as a
foreign corporation authorized to do business in any
jurisdiction where the nature of its
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business and activities conducted by it or the
character of the properties and assets owned, leased
or operated by it require such qualification,
licensing or domestication.
b. Ownership. The Seller has the absolute right to sell
and transfer the Shares to the Purchaser free and
clear of all liens, pledges, encumbrances or claims
of right s of ownership. Upon transfer, the shares
shall be duly authorized, validly issued fully paid
and non-assessable, and no liability shall attach to
the ownership thereof.
c. Due Execution. The execution, delivery and
performance by the Seller of this Agreement are
within the Seller's powers have been authorized by
all appropriate corporate action and do not violate
any contractual restriction contained in any
Agreement which binds or restricts or purports to
bind or affect the Seller or any provision of the
Company's Certificate of Incorporation.
d. Binding Effect. This Agreement, when executed and
delivered will be the legal, valid and binding
obligations of the Seller enforceable against the
Seller in accordance with its terms.
3. Representations and Warranties by the Purchaser. The
Purchaser represents and warrants to the Seller as follows:
a. Execution, Delivery, authorization, Approval and
Performance of Agreement. The execution and delivery
by each Purchaser of this Agreement and its
performance hereunder does not and will not conflict
with or constitute a default, breach or violation
under any provision of applicable law or regulation
or of any Agreement, judgment, injunction, order,
decree or other instrument binding upon the Purchaser
or to which his properties is subject. This Agreement
when executed and delivered by the Purchaser will
constitute the legal, valid and binding Agreement of
the Purchaser and is enforceable in accordance with
its terms.
(i) The Purchaser represents that (1) he is
purchasing for the shares after having made
adequate investigation of the business,
finances and prospects of the company, (2)
he has been furnished any information and
materials relating to the business, finances
and operations of the Company and any
information and materials relating to the
offer and sale of the shares which he has
requested and (3) he has been given an
opportunity to make any further inquiries
desired of the management and any other
personnel of the Company and has received
satisfactory responses to such inquiries.
(ii) The Purchaser represents that he is an
"accredited investor", and that term is
defined in Regulation D, as amended, under
the Act and that he possesses such knowledge
and experience in financial and business
matters that he is capable of evaluating the
merits and risks of an investment in the
shares and of making an informed investment
decision.
4. Miscellaneous.
a. Equipment. All of seller's equipment (as listed in
Appendix A, attached) such as, but not limited to,
all Telecommunications switches, computers,
attachments, accessories, software, cables, are to be
itemized, serialized, and attached to this agreement
at time of closing. Equipment is hereby agreed to be
transferred from Seller to Purchaser at time of
closing.
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b. Amendments, etc. No amendment of any provision of
this Agreement shall in any event be effective unless
the amendment shall be in writing and signed by the
Seller and the Purchaser, and no waiver or consent to
any departure by any party therefrom shall in any
event be effective unless such waiver or consent
shall be in writing by the party waiving or
consenting to such provision, and then such waiver or
consent shall be effective only in the specific
instance and for the specific purpose for which
given.
c. Debts. The purchaser shall assume a specific debt of
the company, documented as a Canadian Government
guaranteed loan registered as # 548378 with a balance
of approximately $80,000.00 CAD at time of signing.
The loan is personally guaranteed to the Royal Bank
of Canada by Xx. Xxxxxxx Xxxxx and the Purchaser
agrees to assume the loan and guarantee. The loan
document is herein attached as Appendix B. No other
debts, known or unknown, shall be assumed by the
purchaser at the time of the closing of the
transaction.
d. Notices, etc. All notices and other communications
provided for hereunder shall be in writing (including
telegraphic, facsimile, telex, or cable
communication) and mailed, telegraphed, telecopied,
telexed, cabled or delivered:
(if to the Purchaser,
Cyberstation Computers and Support Inc.
00 Xx. Xxxxxxx Xx., 0xx Xxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
With a copy to
Xxxxxx X. Xxxxxx
Xxxxxxx, Xxxxxx & Xxxxxxxxx, LLP
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
And
Xxxxxxx Xxxxx
000-00 Xxxxxxxxxxxxx Xxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0
or, as to any such party, at such other address as shall be designated
by such party in a written notice to the other parties.
e. No waiver; Remedies. No failure on the part of the
Purchaser or the Seller to exercise, and no delay in
exercising, any right under this Agreement shall
operate as a waiver thereof; nor shall any single or
partial exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative
and not exclusive of any remedies provided by law.
f. Survival of Agreements. The representations,
warranties, covenants and provisions contained in
this Agreement shall survive the date hereof and the
purchase of the shares by the Purchaser hereunder.
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g. Severability of Provisions. Any provision of this
Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining
provisions hereof or thereof or affecting the
validity of enforceability of such provision in any
other jurisdiction.
h. Integration. This Agreement sets forth the entire
understanding of the parties hereto with respect to
all matters contemplated hereby and thereby
supersedes any previous Agreements and understanding
among them concerning such matters. No statements or
Agreements, oral or written, made prior to or at the
signing thereof, shall vary, waive or modify the
written terms thereof.
i. Binding effect; Governing Law. This Agreement shall
be binding upon and enure to the benefit of the
Seller and the Purchaser and their respective
successor and assigns, except that neither the Seller
or the Purchaser may assign this Agreement, or the
rights and obligations hereunder, without the prior
written consent of the other partiers to this
Agreement. This Agreement shall be governed by, and
construed in accordance with, the laws of the State
of New York applicable to the Agreements and
instruments executed and performed in the State of
New York.
j. Executed in Counterparts. This Agreement may be
executed in any number of counterparts, each of which
when so executed shall be deemed to be an original
and all of which when taken together shall constitute
but one and the same Agreement.
IN WITNESS WHEREOF, THE PARTIES HAVE DULY EXECUTED THIS AGREEMENT.
Date: Date:
PURCHASER: SELLER:
Cyberstation Computers and Support Inc. Platinum Telecommunications Inc.
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Xxxxxx X. Xxxxx Xxxxxxx Xxxxx
President, CEO Director
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Xxxxxxx Xxxxx
Witness:
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Xxxxxx Xxxx
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