STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE by and among EDULINK INC. a Nevada Corporation and MEGA MEDIA GROUP, INC. a New York Corporation effective as of August 10, 2006
by
and
among
a
Nevada
Corporation
and
MEGA
MEDIA GROUP, INC.
a
New
York Corporation
effective
as of August 10, 2006
Table
of Contents
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ARTICLE
I
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1
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|
|
REPRESENTATIONS,
COVENANTS AND WARRANTIES OF EDULINK
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1
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|
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Section
1.1
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Organization.
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1
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Section
1.2
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Capitalization.
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2
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Section
1.3
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Subsidiaries.
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2
|
|
Section
1.4
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Tax
Matters: Books and Records.
|
2
|
|
Section
1.5
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Litigation
and Proceedings.
|
2
|
|
Section
1.6
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Material
Contract Defaults.
|
2
|
|
Section
1.7
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Information.
|
2
|
|
Section
1.8
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Title
and Related Matters.
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3
|
|
Section
1.9
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Contracts.
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3
|
|
Section
1.10
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Compliance
With Laws and Regulations.
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3
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|
Section
1.11
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Approval
of Agreement.
|
3
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|
Section
1.12
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Material
Transactions or Affiliations.
|
3
|
|
Section
1.13
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No
Conflict With Other Instruments.
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4
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|
Section
1.14
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Governmental
Authorizations.
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4
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ARTICLE
II
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4
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|
|
REPRESENTATIONS,
COVENANTS AND WARRANTIES OF MEGA MEDIA
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4
|
|
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Section
2.1
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Organization.
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4
|
|
Section
2.2
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Capitalization.
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4
|
|
Section
2.3
|
Subsidiaries.
|
5
|
|
Section
2.4
|
Tax
Matters, Books & Records.
|
5
|
|
Section
2.5
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Information.
|
5
|
|
Section
2.6
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Title
and Related Matters.
|
5
|
|
Section
2.7
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Litigation
and Proceedings.
|
5
|
|
Section
2.8
|
Contracts.
|
5
|
|
Section
2.9
|
No
Conflict With Other Instruments.
|
6
|
|
Section
2.10
|
Material
Contract Defaults.
|
6
|
|
Section
2.11
|
Governmental
Authorizations.
|
6
|
|
Section
2.12
|
Compliance
With Laws and Regulations.
|
6
|
|
Section
2.13
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Insurance.
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6
|
|
Section
2.14
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Approval
of Agreement.
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7
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Section
2.15
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Material
Transactions or Affiliations.
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7
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ARTICLE
III
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7
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|
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EXCHANGE
PROCEDURE AND OTHER CONSIDERATION
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7
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|
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Section
3.1
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Share
Exchange/Delivery of Mega Media Securities.
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7
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Section
3.2
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Issuance
of Edulink Shares.
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7
|
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Section
3.3
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Intentionally
Omitted.
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7
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Section
3.4
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Present
Liabilities of Edulink.
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8
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Section
3.5
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Events
Prior to Closing.
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8
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Section
3.6
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Closing.
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8
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Section
3.7
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Termination.
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8
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Section
3.8
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Directors
of Edulink After Acquisition.
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9
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Section
3.9
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Officers
of Edulink.
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9
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i
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ARTICLE
IV
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9
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|
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SPECIAL
COVENANTS
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9
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Section
4.1
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Access
to Properties and Records.
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9
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Section
4.2
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Availability
of Rule 144.
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9
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Section
4.3
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Special
Covenants and Representations Regarding the Edulink Common Shares
to be
Issued in the Exchange.
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10
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|
Section
4.4
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Third
Party Consents.
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10
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|
Section
4.5
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Actions
Prior to and Subsequent to Closing.
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10
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Section
4.6
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Indemnification.
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10
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ARTICLE
V
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11
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|
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CONDITIONS
PRECEDENT TO OBLIGATIONS OF EDULINK
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11
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Section
5.1
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Accuracy
of Representations.
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11
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Section
5.2
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Director
Approval.
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11
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Section
5.3
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Officer's
Certificate.
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11
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Section
5.4
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No
Material Adverse Change.
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11
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Section
5.5
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Other
Items.
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12
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|
Section
5.6
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Payments
for 1934 Exchange Act Compliance.
|
12
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ARTICLE
VI
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12
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|
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CONDITIONS
PRECEDENT TO OBLIGATIONS OF MEGA MEDIA
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12
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Section
6.1
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Accuracy
of Representations.
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12
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Section
6.2
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Director
Approval.
|
12
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|
Section
6.3
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Officer's
Certificate.
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12
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|
Section
6.4
|
No
Material Adverse Change.
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12
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|
Section
6.5
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1934
Exchange Act Compliance.
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12
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Section
6.6
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Authorized
Shares.
|
12
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ARTICLE
VII
|
13
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|
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MISCELLANEOUS
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13
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|
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Section
7.1
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Brokers
and Finders.
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13
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Section
7.2
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Law,
Forum and Jurisdiction.
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13
|
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Section
7.3
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Notices.
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13
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Section
7.4
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Attorneys'
Fees.
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13
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Section
7.5
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Confidentiality.
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13
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Section
7.6
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Schedules;
Knowledge.
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13
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|
Section
7.7
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Third
Party Beneficiaries.
|
13
|
|
Section
7.8
|
Entire
Agreement.
|
14
|
|
Section
7.9
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Survival;
Termination.
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14
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|
Section
7.10
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Counterparts.
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14
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Section
7.11
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Amendment
or Waiver.
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14
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Section
7.12
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Expenses.
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14
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|
Section
7.13
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Headings;
Context.
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14
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|
Section
7.14
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Benefit.
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14
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Section
7.15
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Public
Announcements.
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14
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Section
7.16
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Severability.
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14
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Section
7.17
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Failure
of Conditions; Termination.
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14
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Section
7.18
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No
Strict Construction.
|
15
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|
Section
7.19
|
Execution
Knowing and Voluntary.
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15
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Section
7.20
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Amendment.
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15
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ii
THIS
STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE
(the
“Agreement”),
is made
and entered into this 10th
day of
August, 2006, by and among Edulink, Inc., a Nevada corporation with its
principal place of business located at 000 Xxxxxxxx Xxxx, Xxxxx Xxxxxx,
Xxxxxxxxxx 00000 (“Edulink"); Mega Media Group, Inc., a New York Corporation
with its principal place of business located at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx
000, Xxxxxxxx, Xxx Xxxx 00000
("Mega
Media”) and the Mega Media shareholders listed on Schedule 3.2 attached hereto
and made a part hereof (“MM Shareholders”) (collectively, Mega Media and the MM
Shareholders shall be known as the “MM Group”).
Premises
A. This
Agreement provides for the acquisition of all of the issued and outstanding
capital stock of Mega Media owned by the MM Shareholders, making Mega Media
a
wholly owned subsidiary of Edulink, in exchange for the issuance by Edulink
to
the MM Shareholders, upon the increase in the authorized capital stock, of
a
total number of shares of Edulink common stock, which will represent, and equate
to, 90% of Edulink’s issued and outstanding common stock after the transaction
is closed
B. The
boards of directors of Edulink and Mega Media have determined, subject to the
terms and conditions set forth in this Agreement, that the transaction
contemplated hereby is desirable and in the best interests of their
stockholders, respectively. This Agreement is being entered into for the purpose
of setting forth the terms and conditions of the proposed
acquisition.
C. The
parties desire that the exchange qualify as a tax free exchange meeting the
requirements of Article 368(a)(1)(B) of the Internal Revenue Code of 1986,
as
amended.
Agreement
NOW,
THEREFORE, on the stated premises and for and in consideration of the mutual
covenants and agreements hereinafter set forth and the mutual benefits to the
parties to be derived here from, it is hereby agreed as follows:
ARTICLE
I
REPRESENTATIONS,
COVENANTS AND WARRANTIES OF
EDULINK
As
an
inducement to and to obtain the reliance of Mega Media, Edulink represents
and
warrants as follows:
Section
1.1 Organization.
Edulink
is a corporation duly organized, validly existing, and in good standing under
the laws of Nevada and has the corporate power and is duly authorized,
qualified, franchised and licensed under all applicable laws, regulations,
ordinances and orders of public authorities to own all of its properties and
assets and to carry on its business in all material respects as it is now being
conducted, including qualification to do business as a foreign corporation
in
the jurisdiction in which the character and location of the assets owned by
it
or the nature of the business transacted by it requires qualification. Included
in the Schedules attached hereto (hereinafter defined) are complete and correct
copies of the articles of incorporation, bylaws and amendments thereto as in
effect on the date hereof. The execution and delivery of this Agreement does
not
and the consummation of the transactions contemplated by this Agreement in
accordance with the terms hereof will not violate any provision of Edulink's
articles of incorporation or bylaws. Edulink has full power, authority and
legal
right and has taken all action required by law, its articles of incorporation,
its bylaws or otherwise to authorize the execution and delivery of this
Agreement.
1
Section
1.2 Capitalization.
The
authorized capitalization of Edulink consists of 1,500,000,000 shares of common
stock, $0.001 par value per share. As of the date hereof, Edulink has
1,500,000,000 common shares issued and outstanding, excluding 516,061,636 shares
represented by that certain stock certificate number 17191 for 735,000,000
shares of common stock issued to Xxx Xxxxxxxx, which is attached as Schedule
1.2, pursuant to that certain judgment attached as Schedule 1.5.
All
issued and outstanding shares are legally issued, fully paid and nonassessable
and are not issued in violation of the preemptive or other rights of any person.
There are no securities, warrants or options authorized or issued.
Section
1.3 Subsidiaries.
Edulink
has no subsidiaries.
Section
1.4 Tax
Matters: Books and Records.
|
(a)
|
The
books and records, financial and others, of Edulink are in all material
respects complete and correct and have been maintained in accordance
with
good business accounting practices;
and
|
|
(b)
|
Edulink
has no liabilities with respect to the payment of any country, federal,
state, county, or local taxes (including any deficiencies, interest
or
penalties).
|
|
(c)
|
Edulink
shall pay all outstanding liabilities of Edulink prior to the Closing
as
set forth in Schedule 1.4.
|
Section
1.5 Litigation
and Proceedings.
There
are no actions, suits, proceedings or investigations pending or threatened
by or
against or affecting Edulink or its properties, at law or in equity, before
any
court or other governmental agency or instrumentality, domestic or foreign
or
before any arbitrator of any kind that would have a material adverse affect
on
the business, operations, financial condition or income of Edulink. Edulink
is
not in default with respect to any judgment, order, writ, injunction, decree,
award, rule or regulation of any court, arbitrator or governmental agency or
instrumentality or of any circumstances which, after reasonable investigation,
would result in the discovery of such a default. Edulink has a judgment or
order
against it, which provides for the issuance of 735,000,000 shares of common
stock to Ian and Xxxxxx Xxxxxxxx. A copy of the judgment or order is attached
as
Schedule 1.5.
Section
1.6 Material
Contract Defaults.
Edulink
is not in default in any material respect under the terms of any outstanding
contract, agreement, lease or other commitment which is material to the
business, operations, properties, assets or condition of Edulink, and there
is
no event of default in any material respect under any such contract, agreement,
lease or other commitment in respect of which Edulink has not taken adequate
steps to prevent such a default from occurring.
Section
1.7 Information.
The
information concerning Edulink as set forth in this Agreement and in the
attached Schedules is complete and accurate in all material respects and does
not contain any untrue statement of a material fact or omit to state a material
fact required to make the statements made in light of the circumstances under
which they were made, not misleading.
2
Section
1.8 Title and Related Matters. Edulink
has good and marketable title to and is the sole and exclusive owner of all
of
its properties, inventory, interest in properties and assets, real and personal
(collectively, the “Assets”) free and clear of all liens, pledges, charges or
encumbrances. Edulink owns free and clear of any liens, claims, encumbrances,
royalty interests or other restrictions or limitations of any nature whatsoever
and all procedures, techniques, marketing plans, business plans, methods of
management or other information utilized in connection with Edulink’ business.
No third party has any right to, and Edulink has not received any notice of
infringement of or conflict with asserted rights of other with respect to any
product, technology, data, trade secrets, know-how, proprietary techniques,
trademarks, service marks, trade names or copyrights which, singly on in the
aggregate, if the subject of an unfavorable decision ruling or finding, would
have a materially adverse affect on the business, operations, financial
conditions or income of Edulink or any material portion of its properties,
assets or rights.
Section
1.9 Contracts. On
the
closing date:
|
(a)
|
There
are no material contracts, agreements, franchises, license agreements,
or
other commitments to which Edulink is a party or by which it or any
of its
properties are bound;
|
|
(b)
|
Edulink
is not a party to any contract, agreement, commitment or instrument
or
subject to any charter or other corporate restriction or any judgment,
order, writ, injunction, decree or award materially and adversely
affects,
or in the future may (as far as Edulink can now foresee) materially
and
adversely affect, the business, operations, properties, assets or
conditions of Edulink; and
|
|
(c)
|
Edulink
is not a party to any material oral or written: (I) contract for
the
employment of any officer or employee; (ii) profit sharing, bonus,
deferred compensation, stock option, severance pay, pension benefit
or
retirement plan, agreement or arrangement covered by Title IV of
the
Employee Retirement Income Security Act, as amended; (iii) agreement,
contract or indenture relating to the borrowing of money; (iv) guaranty
of
any obligation for the borrowing of money or otherwise, excluding
endorsements made for collection and other guaranties, of obligations,
which, in the aggregate exceeds $1,000; (v) consulting or other contract
with an unexpired term of more than one year or providing for payments
in
excess of $10,000 in the aggregate; (vi) collective bargaining agreement;
and (vii) contract, agreement or other commitment involving payments
by it
for more than $10,000 in the
aggregate.
|
Section
1.10 Compliance With Laws and Regulations. To
the
best of Edulink’s knowledge and belief, Edulink has complied with all applicable
statutes and regulations of any federal, state or other governmental entity
or
agency thereof, except to the extent that noncompliance would not materially
and
adversely affect the business, operations, properties, assets or condition
of
Edulink or would not result in Edulink incurring material
liability.
Section
1.11 Approval of Agreement. The
directors of Edulink have authorized the execution and delivery of this
Agreement and have approved the transactions contemplated.
Section
1.12 Material Transactions or Affiliations.
There
are no material contracts or agreements of arrangement between Edulink and
any
person, who was at the time of such contract, agreement or arrangement an
officer, director or person owning of record, or known to beneficially own
ten
percent (10%) or more of the issued and outstanding Common Shares of Edulink
and
which is to be performed in whole or in part after the date hereof. Edulink
has
no commitment, whether written or oral, to lend any funds to, borrow any money
from or enter into material transactions with any such affiliated person.
3
Section
1.13 No
Conflict With Other Instruments.
Notwithstanding any agreements executed between Edulink and investors of NIR
Group, Inc., the execution of this Agreement and the consummation of the
transactions contemplated by this Agreement will not result in the breach of
any
term or provision of, or constitute an event of default under, any material
indenture, mortgage, deed of trust or other material contract, agreement or
instrument to which Edulink is a party or to which any of its properties or
operations are subject.
Section
1.14 Governmental
Authorizations. Edulink
has all licenses, franchises, permits or other governmental authorizations
legally required to enable it to conduct its business in all material respects
as conducted on the date hereof. Except for compliance with federal and state
securities and corporation laws, as hereinafter provided, no authorization,
approval, consent or order of, or registration, declaration or filing with,
any
court or other governmental body is required in connection with the execution
and delivery by Edulink of this Agreement and the consummation of the
transactions contemplated hereby.
ARTICLE
II
REPRESENTATIONS,
COVENANTS AND WARRANTIES OF MEGA MEDIA
As
an
inducement to, and to obtain the reliance of Edulink, Mega Media represents
and
warrants as follows:
Section
2.1 Organization.
Mega
Media is a corporation duly organized, validly existing and in good standing
under the laws of New York and has the corporate power and is duly authorized,
qualified, franchised and licensed under all applicable laws, regulations,
ordinances and orders of public authorities to own all of its properties and
assets and to carry on its business in all material respects as it is now being
conducted, including qualification to do business as a foreign entity in the
country or states in which the character and location of the assets owned by
it
or the nature of the business transacted by it requires qualification. Included
in the attached Schedules (as hereinafter defined) are complete and correct
copies of the articles of incorporation, bylaws and amendments thereto as in
effect on the date hereof. The execution and delivery of this Agreement does
not
and the consummation of the transactions contemplated by this Agreement in
accordance with the terms hereof will not, violate any provision of Mega Media's
certificate of incorporation or bylaws. Mega Media has full power, authority
and
legal right and has taken all action required by law, its articles of
incorporation, bylaws or otherwise to authorize the execution and delivery
of
this Agreement.
Section
2.2 Capitalization.
Mega
Media’s authorized capitalization consists of 90,000,000 shares, consisting of
(a) 70,000,000 shares of common stock, $.001 par value per share, of which
5,277,446 are issued and outstanding as of the date hereof, and (b) 20,000,000
shares of preferred stock, $.001 par value per share, of which 14,492,000 are
issued and outstanding as of the date hereof.
All
issued and outstanding common shares have been legally issued, fully paid,
are
nonassessable and not issued in violation of the preemptive rights of any other
person. Mega Media has no other securities, warrants or options authorized
or
issued.
Section
2.3 Subsidiaries.
Mega
Media has the following subsidiaries:
4
|
(a)
|
Mega
Media Studios, Inc.
|
|
(b)
|
Mega
Media Records, Inc. d/b/a Skeleton Key
Media
|
|
(c)
|
Mega
Media Film, Inc.
|
|
(d)
|
Mega
Media Sports Entertainment, Inc.
|
|
(e)
|
VSE
Magazine, Inc.
|
|
(f)
|
Echo
Broadcasting Group, Inc.
|
Section
2.4 Tax
Matters, Books & Records.
|
(a)
|
Mega
Media’s books and records, financial and others are in all material
respects complete and correct and have been maintained in accordance
with
good business accounting practices;
|
|
(b)
|
Mega
Media has no liabilities with respect to the payment of any country,
federal, state, county, local or other taxes (including any deficiencies,
interest or penalties); and
|
|
(c)
|
Mega
Media shall remain responsible for all debts incurred prior to the
closing.
|
Section
2.5 Information.
The
information concerning Mega Media as set forth in this Agreement and in the
attached Schedules is complete and accurate in all material respects and does
not contain any untrue statement of a material fact or omit a material fact
required to make the statements made, in light of the circumstances under which
they were made, not misleading.
Section
2.6 Title
and Related Matters.
Mega
Media has good and marketable title to and is the sole and exclusive owner
of
all of its properties, inventory, interests in properties and assets, real
and
personal (collectively, the "Assets") free and clear of all liens, pledges,
charges or encumbrances. Except as set forth in the attached Schedules, Mega
Media owns free and clear of any liens, claims, encumbrances, royalty interests
or other restrictions or limitations of any nature whatsoever and all
procedures, techniques, marketing plans, business plans, methods of management
or other information utilized in connection with Mega Media's business. Except
as set forth in the attached Schedules, no third party has any right to, and
Mega Media has not received any notice of infringement of or conflict with
asserted rights of others with respect to any product, technology, data, trade
secrets, know-how, proprietary techniques, trademarks, service marks, trade
names or copyrights which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would have a materially adverse affect
on the business, operations, financial conditions or income of Mega Media or
any
material portion of its properties, assets or rights.
Section
2.7 Litigation
and Proceedings.
There
are no actions, suits or proceedings pending or threatened by or against or
affecting Mega Media, at law or in equity, before any court or other
governmental agency or instrumentality, domestic or foreign or before any
arbitrator of any kind that would have a material adverse effect on the
business, operations, financial condition, income or business prospects of
Mega
Media. Mega Media does not have any knowledge of any default on its part with
respect to any judgment, order, writ, injunction, decree, award, rule or
regulation of any court, arbitrator or governmental agency or
instrumentality.
Section
2.8 Contracts. On
the
Closing Date:
|
(a)
|
Except
for those enumerated on the attached Schedules, there are no material
contracts, agreements, franchises, license agreements, or other
commitments to which Mega Media is a party to or by which it or any
of its
subsidiaries or properties are
bound;
|
5
|
(b)
|
Except
as enumerated on the attached Schedules, Mega Media is not a party
to any
contract, agreement, commitment or instrument or subject to any charter
or
other corporate restriction or any judgment, order, writ, injunction,
decree or award which materially and adversely affects, or in the
future
may (as far as Mega Media can now foresee) materially and adversely
affect, the business, operations, properties, assets or conditions
of Mega
Media; and
|
|
(c)
|
Except
as enumerated on the attached Schedules, Mega Media is not a party
to any
material oral or written: (i) contract for the employment of any
officer
or employee; (ii) profit sharing, bonus, deferred compensation, stock
option, severance pay, pension, benefit or retirement plan, agreement
or
arrangement covered by Title IV of the Employee Retirement Income
Security
Act, as amended; (iii) agreement, contract or indenture relating
to the
borrowing of money; (iv) guaranty of any obligation for the borrowing
of
money or otherwise, excluding endorsements made for collection and
other
guaranties of obligations, which, in the aggregate exceeds $1,000;
(v)
consulting or other contract with an unexpired term of more than
one year
or providing for payments in excess of $10,000 in the aggregate;
(vi)
collective bargaining agreement; and (vii) contract, agreement, or
other
commitment involving payments by it for more than $10,000 in the
aggregate.
|
Section
2.9 No
Conflict With Other Instruments.
The
execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term or
provision of, or constitute an event of default under, any material indenture,
mortgage, deed of trust or other material contract, agreement or instrument
to
which Mega Media is a party or to which any of its properties or operations
are
subject.
Section
2.10 Material
Contract Defaults. To
the
best of Mega Media's knowledge and belief, it is not in default in any material
respect under the terms of any outstanding contract, agreement, lease or other
commitment which is material to the business, operations, properties, assets
or
condition of Mega Media, and there is no event of default in any material
respect under any such contract, agreement, lease or other commitment in respect
of which Mega Media has not taken adequate steps to prevent such a default
from
occurring.
Section
2.11 Governmental
Authorizations. To
the
best of Mega Media’s knowledge, Mega Media has all licenses, franchises, permits
and other governmental authorizations that are legally required to enable it
to
conduct its business operations in all material respects as conducted on the
date hereof. Except for compliance with federal and state securities or
corporation laws, no authorization, approval, consent or order of, or
registration, declaration or filing with, any court or other governmental body
is required in connection with the execution and delivery by Mega Media of
the
transactions contemplated hereby.
Section
2.12 Compliance
with Laws and Regulations.
To the
best of Mega Media's knowledge and belief, Mega Media has complied with all
applicable statutes and regulations of any federal, state or other governmental
entity or agency thereof, except to the extent that noncompliance would not
materially and adversely affect the business, operations, properties, assets
or
condition of Mega Media or would not result in Mega Media's incurring any
material liability.
Section
2.13 Insurance.
All of
Mega Media’s insurable properties are insured for Mega Media‘s benefit under
valid and enforceable policy or policies containing substantially equivalent
coverage and will be outstanding and in full force at the Closing
Date.
6
Section
2.14 Approval
of Agreement.
The
directors of Mega Media have authorized the execution and delivery of this
Agreement and have approved the transactions contemplated hereby.
Section
2.15 Material
Transactions or Affiliations.
As of
the Closing Date, there will exist no material contract, agreement or
arrangement between Mega Media and any person who was at the time of such
contract, agreement or arrangement an officer, director or person owning of
record, or known by Mega Media to own beneficially, ten percent (10%) or more
of
the issued and outstanding Common Shares of Mega Media and which is to be
performed in whole or in part after the date hereof except with regard to an
agreement with the Mega Media shareholders providing for the distribution of
cash to provide for payment of federal and state taxes on Subchapter S income.
Mega Media has no commitment, whether written or oral, to lend any funds to,
borrow any money from or enter into any other material transactions with, any
such affiliated person.
ARTICLE
III
EXCHANGE
PROCEDURE AND OTHER CONSIDERATION
Section
3.1 Share
Exchange/Delivery of Mega Media Securities.
On the
Closing Date, the holders of all of the Mega Media Common Shares, consisting
of
5,277,446 shares of common stock, par value $.001 per share and, shall deliver
to Edulink certificates or other documents evidencing all of the issued and
outstanding Mega Media Common Shares, duly endorsed in blank or with executed
power attached thereto in transferable form. On the Closing Date, all previously
issued and outstanding Common Shares of Mega Media shall be transferred to
Edulink, so that Mega Media shall become a wholly owned subsidiary of Edulink.
Section
3.2 Issuance of Edulink Shares.
In
exchange for all of the Mega Media Common Shares tendered pursuant to Section
3.1, Edulink shall issue, upon the increase in the authorized capital stock
and
pursuant to Section 3.3, to the MM Shareholders set forth on Schedule 3.2 a
total number of shares of Edulink common stock or convertible preferred stock,
which will represent, and equate to, 90% of Edulink’s issued and outstanding
fully diluted common stock after the transaction is closed. Such shares are
restricted in accordance with Rule 144 of the 1933 Securities Act.
Section
3.3 Additional
Consideration. To
induce
MM Group, and as consideration for the acquisition, Edulink agrees to obtain
from a majority of its shareholders, and deliver to Mega Media, along with
the
aforementioned shareholders’ share certificates to be held in escrow, on the
Closing Date, duly executed irrevocable proxies, so that Mega Media has the
authority to run its business uninterrupted and to perform the following actions
on behalf of Edulink: (1) Amend the Articles of Incorporation (the “Amendment”)
to (a) increase the authorized common stock to a sufficient number of shares
to
allow for the issuances in Section 3.2 constituting 90% of the outstanding
capital stock, and (b) effectuate a reverse split (the “Reverse Split”); (2)
file with the State of Nevada Amended Articles of Incorporation approving the
Amendment; (3) file with the SEC a Preliminary 14C Information Statement
approving the resolution and Amendment (and then immediately file a Definitive
14C Information Statement pursuant to the time provisions of Regulation 14C
of
the 1934 Exchange Act); (4) obtain a new CUSIP number and file with the NASD
the
requisite 10b17 information approving the increase in authorized shares; (5)
within
45
days from the Closing Date,
issue
to the MM Shareholders set forth on Schedule 3.2 a total number of shares of
Edulink common stock representing, and equating to, 90% of Edulink’s issued and
outstanding common stock; and (6) that each of the new officers of Edulink
be,
and each of them hereby is, authorized, empowered and directed, on behalf of
Edulink, to execute, deliver and file the documents, instruments and papers
covered by Sections 3.1, 3.2 and 3.3, and to take any and all other action
as
they or any of them may deem necessary or appropriate for the purpose of
carrying out the intent of this Agreement, and that the authority of such
officers to execute and deliver any such documents, instruments and papers
and
to take any such other action shall be conclusively evidenced by their execution
and delivery thereof or their taking thereof. Notwithstanding, in the event
the
SEC does not approve the 14C Information Statement within six months from the
Closing Date, so that Section 3.2 cannot be effectuated, the MM Group has the
sole option to terminate this Agreement and the transactions contemplated herein
will be deemed null and void.
7
Section
3.4 Present
Liabilities of Edulink.
Subsequent to closing, the liabilities and obligations of Edulink set forth
on
Schedule 3.4 shall remain liabilities of Edulink. In addition, the present
officers and directors of Edulink shall be released from any and all liabilities
related thereto.
Section
3.5 Events
Prior to Closing.
Upon
execution hereof or as soon thereafter as practical, management of Edulink
and
Mega Media shall execute, acknowledge and deliver (or shall cause to be
executed, acknowledged and delivered) any and all certificates, opinions,
financial statements, schedules, agreements, resolutions rulings or other
instruments required by this Agreement to be so delivered, together with such
other items as may be reasonably requested by the parties hereto and their
respective legal counsel in order to effectuate or evidence the transactions
contemplated hereby, subject only to the conditions to Closing referenced herein
below.
Section
3.6 Closing.
The
closing ("Closing") of the transactions contemplated by this Agreement shall
be
on the date and at the time the exchange documents are filed with the New York
and Nevada Secretary’s of State in accordance with applicable laws.
Section
3.7 Termination.
|
(a)
|
This
Agreement may be terminated by the board of directors or majority
interest
of Shareholders of either Edulink or Mega Media, respectively, at
any time
prior to the Closing Date if:
|
|
(i)
|
there
shall be any action or proceeding before any court or any governmental
body which shall seek to restrain, prohibit or invalidate the transactions
contemplated by this Agreement and which, in the judgment of such
board of
directors, made in good faith and based on the advice of its legal
counsel, makes it inadvisable to proceed with the exchange contemplated
by
this Agreement; or
|
|
(ii)
|
any
of the transactions contemplated hereby are disapproved by any regulatory
authority whose approval is required to consummate such
transactions.
|
In
the
event of termination pursuant to Paragraph (a) of this Section 3.5, no
obligation, right, or liability shall arise hereunder and each party shall
bear
all of the expenses incurred by it in connection with the negotiation, drafting
and execution of this Agreement and the transactions herein
contemplated.
|
(b)
|
This
Agreement may be terminated at any time prior to the Closing Date
by
action of the board of directors of Edulink if Mega Media shall fail
to
comply in any material respect with any of its covenants or agreements
contained in this Agreement or if any of the representations or warranties
of Mega Media contained herein shall be inaccurate in any material
respect, which noncompliance or inaccuracy is not cured after 20
days
written notice thereof is given to Mega Media. If this Agreement
is
terminated pursuant to Paragraph (b) of this Section 3.5, this Agreement
shall be of no further force or effect and no obligation, right or
liability shall arise hereunder.
|
8
|
(c)
|
This
Agreement may be terminated at any time prior to the Closing Date
by
action of the board of directors of Mega Media if Edulink shall fail
to
comply in any material respect with any of its covenants or agreements
contained in this Agreement or if any of the representations or warranties
of Edulink contained herein shall be inaccurate in any material respect,
which noncompliance or inaccuracy is not cured after 20 days written
notice thereof is given to Edulink. If this Agreement is terminated
pursuant to Paragraph (c) of this Section 3.5, this Agreement shall
be of
no further force or effect and no obligation, right or liability
shall
arise hereunder.
|
In
the
event of termination pursuant to paragraph (b) and (c) of Section 3.5, the
breaching party shall bear all of the expenses incurred by the other party
in
connection with the negotiation, drafting and execution of this Agreement and
the transactions herein contemplated.
Section
3.8 Directors
of Edulink After Acquisition.
After
the Closing Date, Xxxxxxx Xxxxxxxxx shall
resign as the sole member of the Board of Directors of Edulink and Xxxxxxxxx
Xxxxxxx, Xx. Xxx Paukman, and Xxxxx Xxxxxxx shall be appointed to the Board
of
Directors of Edulink. Each director shall hold office until his successor has
been duly elected and has qualified or until his death, resignation or removal.
Section
3.9 Officers
of Edulink.
Upon the
closing, the following person shall be appointed as officer of
Edulink:
|
Name
|
Office
|
|||
|
Xxxxxxxxx
Xxxxxxx
|
CEO
& Chairman of the Board
|
|||
|
Xxxxx
Xxxxxxx
|
President
|
|||
|
Xxxxxxx
Xxxxxxxxxx
|
CFO
& Treasurer
|
|||
|
Xxxx
Xxxxxxxx
|
Vice
President
|
|||
ARTICLE
IV
SPECIAL
COVENANTS
Section
4.1 Access
to Properties and Records.
Prior to
closing, Edulink and Mega Media will each afford to the officers and authorized
representatives of the other full access to the properties, books and records
of
each other, so that each may have full opportunity to make such reasonable
investigation as it shall desire to make of the affairs of the other and each
will furnish the other with such additional financial and operating data and
other information as to the business and properties of each other, as the other
shall from time to time reasonably request.
Section
4.2 Availability
of Rule 144.
Edulink
and MM Shareholders holding "restricted securities", as that term is defined
in
Rule 144 of the 1933 Securities Act will remain as “restricted securities”.
Edulink is under no obligation to register such shares under the Securities
Act,
or otherwise. The stockholders of Edulink and Mega Media holding restricted
securities of Edulink and Mega Media as of the date of this Agreement and their
respective heirs, administrators, personal representatives, successors and
assigns, are intended third party beneficiaries of the provisions set forth
herein. The covenants set forth in this Section 4.2 shall survive the Closing
and the consummation of the transactions herein contemplated.
9
Section
4.3 Special
Covenants and Representations Regarding the Edulink Common Shares to be Issued
in the Exchange.
The
consummation of this Agreement, including the issuance of the Edulink Common
Shares to the Shareholders of Mega Media as contemplated hereby, constitutes
the
offer and sale of securities under the Securities Act, and applicable state
statutes. Such transaction shall be consummated in reliance on exemptions from
the registration and prospectus delivery requirements of such statutes which
depend, inter
alia,
upon
the circumstances under which the Mega Media Shareholders acquire such
securities.
Section
4.4 Third
Party Consents.
Edulink
and Mega Media agree to cooperate with each other in order to obtain any
required third party consents to this Agreement and the transactions herein
contemplated.
Section
4.5 Actions
Prior to and Subsequent to Closing.
|
(a)
|
From
and after the date of this Agreement until the Closing Date, except
as
permitted or contemplated by this Agreement, Edulink and Mega Media
will
each use its best efforts to:
|
|
(i)
|
maintain
and keep its properties in states of good repair and condition as
at
present, except for depreciation due to ordinary wear and tear and
damage
due to casualty;
|
|
(ii)
|
maintain
in full force and effect insurance comparable in amount and in scope
of
coverage to that now maintained by it;
and
|
|
(iii)
|
perform
in all material respects all of its obligations under material contracts,
leases and instruments relating to or affecting its assets, properties
and
business.
|
|
(b)
|
From
and after the date of this Agreement until the Closing Date, Edulink
will
not, without the prior consent of Mega
Media:
|
|
(i)
|
except
as otherwise specifically set forth herein, make any change in its
articles of incorporation or
bylaws;
|
|
(ii)
|
declare
or pay any dividend on its outstanding Common Shares, except as may
otherwise be required by law, or effect any stock split or otherwise
change its capitalization, except as provided
herein;
|
|
(iii)
|
enter
into or amend any employment, severance or agreements or arrangements
with
any directors or officers;
|
|
(iv)
|
grant,
confer or award any options, warrants, conversion rights or other
rights
not existing on the date hereof to acquire any Common Shares; or
|
|
(v)
|
purchase
or redeem any Common Shares.
|
Section
4.6 Indemnification.
|
(a)
|
Edulink
hereby agrees to indemnify Mega Media, each of the officers, agents
and
directors and current shareholders of Mega Media as of the Closing
Date
against any loss, liability, claim, damage or expense (including,
but not
limited to, any and all expense whatsoever reasonably incurred in
investigating, preparing or defending against any litigation, commenced
or
threatened or any claim whatsoever), to which it or they may become
subject to or rising out of or based on any inaccuracy appearing
in or
misrepresentation made in this Agreement. The indemnification provided
for
in this paragraph shall survive the Closing and consummation of the
transactions contemplated hereby and termination of this Agreement;
and
|
10
|
(b)
|
Mega
Media hereby agrees to indemnify Edulink, each of the officers, agents,
directors and current shareholders of Edulink as of the Closing Date
against any loss, liability, claim, damage or expense (including,
but not
limited to, any and all expense whatsoever reasonably incurred in
investigating, preparing or defending against any litigation, commenced
or
threatened or any claim whatsoever), to which it or they may become
subject arising out of or based on any inaccuracy appearing in or
misrepresentation made in this Agreement. The indemnification provided
for
in this paragraph shall survive the Closing and consummation of the
transactions contemplated hereby and termination of this
Agreement.
|
ARTICLE
V
CONDITIONS
PRECEDENT TO OBLIGATIONS OF EDULINK
The
obligations of Edulink under this Agreement are subject to the satisfaction,
at
or before the Closing Date, of the following conditions:
Section
5.1 Accuracy
of Representations.
The
representations and warranties made by Mega Media in this Agreement were true
when made and shall be true at the Closing Date with the same force and effect
as if such representations and warranties were made at the Closing Date (except
for changes therein permitted by this Agreement), and Mega Media shall have
performed or compiled with all covenants and conditions required by this
Agreement to be performed or complied with by Mega Media prior to or at the
Closing. Edulink shall be furnished with a certificate, signed by a duly
authorized officer of Mega Media and dated the Closing Date, to the foregoing
effect.
Section
5.2 Director
Approval.
The
Board of Directors of Edulink shall have approved this Agreement and the
transactions contemplated herein.
Section
5.3 Officer's
Certificate.
Edulink
shall have been furnished with a certificate dated the Closing Date and signed
by a duly authorized officer of Mega Media to the effect that: (a) the
representations and warranties of Mega Media set forth in the Agreement and
in
all Exhibits, Schedules and other documents furnished in connection herewith
are
in all material respects true and correct as if made on the Effective Date;
(b)
Mega Media has performed all covenants, satisfied all conditions, and complied
with all other terms and provisions of this Agreement to be performed, satisfied
or complied with by it as of the Effective Date; (c) since such date and other
than as previously disclosed to Mega Media on the attached Schedules, Mega
Media
has not entered into any material transaction other than transactions which
are
usual and in the ordinary course if its business; and (d) no litigation,
proceeding, investigation or inquiry is pending or, to the best knowledge of
Mega Media, threatened, which might result in an action to enjoin or prevent
the
consummation of the transactions contemplated by this Agreement or, to the
extent not disclosed in the Mega Media Schedules, by or against Mega Media
which
might result in any material adverse change in any of the assets, properties,
business or operations of Mega Media.
Section
5.4 No
Material Adverse Change.
Prior to
the Closing Date, there shall not have occurred any material adverse change
in
the financial condition, business or operations of nor shall any event have
occurred which, with the lapse of time or the giving of notice, may cause or
create any material adverse change in the financial condition, business or
operations of Mega Media.
11
Section
5.5 Other
Items.
Edulink
shall have received such further documents, certificates or instruments relating
to the transactions contemplated hereby as Edulink may reasonably
request.
Section
5.6 Payments
for 1934 Exchange Act Compliance.
Mega
media shall be required to make all payments to Edulink’s previous auditor and
any other auditors that are required to undertake the work set forth in Section
6.5 to become complaint under the 1934 Exchange Act.
ARTICLE
VI
CONDITIONS
PRECEDENT TO OBLIGATIONS OF MEGA MEDIA
The
obligations of Mega Media under this Agreement are subject to the satisfaction,
at or before the Closing date (unless otherwise indicated herein), of the
following conditions:
Section
6.1 Accuracy
of Representations.
The
representations and warranties made by Mega Media in this Agreement were true
when made and shall be true as of the Closing Date (except for changes therein
permitted by this Agreement) with the same force and effect as if such
representations and warranties were made at and as of the Closing Date, and
Edulink shall have performed and complied with all covenants and conditions
required by this Agreement to be performed or complied with by Edulink prior
to
or at the Closing. Mega Media shall have been furnished with a certificate,
signed by a duly authorized executive officer of Edulink and dated the Closing
Date, to the foregoing effect.
Section
6.2 Director Approval.
The
Board of Directors of Mega Media shall have approved this Agreement and the
transactions contemplated herein.
Section
6.3 Officer's
Certificate.
Mega
Media shall be furnished with a certificate dated the Closing Date and signed
by
a duly authorized officer of Edulink to the effect that: (a) the representations
and warranties of Edulink set forth in the Agreement and in all Exhibits,
Schedules and other documents furnished in connection herewith are in all
material respects true and correct as if made on the Effective Date; and (b)
Edulink has performed all covenants, satisfied all conditions, and complied
with
all other terms and provisions of the Agreement to be performed, satisfied
or
complied with by it as of the Effective Date.
Section
6.4 No
Material Adverse Change.
Prior to
the Closing Date, there shall not have occurred any material adverse change
in
the financial condition, business or operations of nor shall any event have
occurred which, with the lapse of time or the giving of notice, may cause or
create any material adverse change in the financial condition, business or
operations of Edulink.
Section
6.5 1934
Exchange Act Compliance.
Edulink
is presently non-compliant with its 1934 Exchange Act filing requirements.
As a
condition to closing, Edulink must file any necessary reports to become current
with its 1934 Exchange Act filings. This shall include, but not be limited
to,
all annual and quarterly filings.
Section
6.6 Authorized
Shares. Prior
to
the Closing Date, Edulink shall file an amendment to its articles of
incorporation in the State of Nevada increasing its authorized shares to
3,000,000,000 shares of common stock, $0.001 par value.
12
ARTICLE
VII
MISCELLANEOUS
Section
7.1 Brokers
and Finders.
Each
party to this Agreement represents and warrants that it is under no obligation,
express or implied, to pay certain finders in connection with the bringing
of
the parties together in the negotiation, execution, or consummation of this
Agreement. The parties each agree to indemnify the other against any claim
by
any third person for any commission, brokerage or finder's fee or other payment
with respect to this Agreement or the transactions contemplated hereby based
on
any alleged agreement or understanding between the indemnifying party and such
third person, whether express or implied from the actions of the indemnifying
party.
Section
7.2 Law,
Forum and Jurisdiction.
This
Agreement shall be construed and interpreted in accordance with the laws of
the
State of New York, United States of America.
Section
7.3 Notices.
Any
notices or other communications required or permitted hereunder shall be
sufficiently given if personally delivered to it or sent by registered mail
or
certified mail, postage prepaid, or by prepaid telegram addressed as
follows:
If
to
Edulink:
If
to
Mega Media: 0000
Xxxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxx Xxxx 00000
Xxxxxxxx, Xxx Xxxx 00000
or
such
other addresses as shall be furnished in writing by any party in the manner
for
giving notices hereunder, and any such notice or communication shall be deemed
to have been given as of the date so delivered, mailed or
telegraphed.
Section
7.4 Attorneys'
Fees.
In the
event that any party institutes any action or suit to enforce this Agreement
or
to secure relief from any default hereunder or breach hereof, the breaching
party or parties shall reimburse the non-breaching party or parties for all
costs, including reasonable attorneys' fees, incurred in connection therewith
and in enforcing or collecting any judgment rendered therein.
Section
7.5 Confidentiality.
Each
party hereto agrees with the other party that, unless and until the transactions
contemplated by this Agreement have been consummated, they and their
representatives will hold in strict confidence all data and information obtained
with respect to another party or any subsidiary thereof from any representative,
officer, director or employee, or from any books or records or from personal
inspection, of such other party, and shall not use such data or information
or
disclose the same to others, except: (i) to the extent such data is a matter
of
public knowledge or is required by law to be published; and (ii) to the extent
that such data or information must be used or disclosed in order to consummate
the transactions contemplated by this Agreement.
Section
7.6 Schedules;
Knowledge. Each
party is presumed to have full knowledge of all information set forth in the
other party's schedules delivered pursuant to this Agreement.
Section
7.7 Third
Party Beneficiaries.
This
contract is solely between Edulink and Mega Media and except as specifically
provided, no director, officer, stockholder, employee, agent, independent
contractor or any other person or entity shall be deemed to be a third party
beneficiary of this Agreement.
13
Section
7.8 Entire
Agreement. This
Agreement represents the entire agreement between the parties relating to the
subject matter hereof. This Agreement alone fully and completely expresses
the
agreement of the parties relating to the subject matter hereof. There are no
other courses of dealing, understanding, agreements, representations or
warranties, written or oral, except as set forth herein. This Agreement may
not
be amended or modified, except by a written agreement signed by all parties
hereto.
Section
7.9 Survival;
Termination.
The
representations, warranties and covenants of the respective parties shall
survive the Closing Date and the consummation of the transactions herein
contemplated for 18 months.
Section
7.10 Counterparts.
This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which taken together shall be but a single
instrument.
Section
7.11
Amendment or Waiver. Every
right and remedy provided herein shall be cumulative with every other right
and
remedy, whether conferred herein, at law or in equity, and may be enforced
concurrently herewith, and no waiver by any party of the performance of any
obligation by the other shall be construed as a waiver of the same or any other
default then, theretofore, or thereafter occurring or existing. At any time
prior to the Closing Date, this Agreement may be amended by a written consent
by
all parties hereto, with respect to any of the terms contained herein, and
any
term or condition of this Agreement may be waived or the time for performance
hereof may be extended by a written consent by the party or parties for whose
benefit the provision is intended.
Section
7.12 Expenses.
Each
party herein shall bear all of their respective costs and expenses incurred
in
connection with the negotiation of this Agreement and in the consummation of
the
transactions provided for herein and the preparation thereof.
Section
7.13 Headings;
Context.
The
headings of the sections and paragraphs contained in this Agreement are for
convenience of reference only and do not form a part hereof and in no way
modify, interpret or construe the meaning of this Agreement.
Section
7.14 Benefit.
This
Agreement shall be binding upon and shall inure only to the benefit of the
parties hereto, and their permitted assigns hereunder. This Agreement shall
not
be assigned by any party without the prior written consent of the other party.
Section
7.15 Public
Announcements.
Except
as may be required by law, neither party shall make any public announcement
or
filing with respect to the transactions provided for herein without the prior
consent of the other party hereto.
Section
7.16 Severability.
In the
event that any particular provision or provisions of this Agreement or the
other
agreements contained herein shall for any reason hereafter be determined to
be
unenforceable, or in violation of any law, governmental order or regulation,
such unenforceability or violation shall not affect the remaining provisions
of
such agreements, which shall continue in full force and effect and be binding
upon the respective parties hereto.
Section
7.17 Failure
of Conditions; Termination.
In the
event of any of the conditions specified in this Agreement shall not be
fulfilled on or before the Closing Date, either of the parties have the right
either to proceed or, upon prompt written notice to the other, to terminate
and
rescind this Agreement. In such event, the party that has failed to fulfill
the
conditions specified in this Agreement will be liable for the other party’s
legal fees. The election to proceed shall not affect the right of such electing
party reasonably to require the other party to continue to use its efforts
to
fulfill the unmet conditions.
14
Section
7.18 No
Strict Construction. The
language of this Agreement shall be construed as a whole, according to its
fair
meaning and intendment, and not strictly for or against either party hereto,
regardless of who drafted or was principally responsible for drafting the
Agreement or terms or conditions hereof.
Section
7.19 Execution
Knowing and Voluntary.
In
executing this Agreement, the parties severally acknowledge and represent that
each: (a) has fully and carefully read and considered this Agreement; (b) has
been or has had the opportunity to be fully apprized by its attorneys of the
legal effect and meaning of this document and all terms and conditions hereof;
(c) is executing this Agreement voluntarily, free from any influence, coercion
or duress of any kind.
Section
7.20 Amendment. At
any
time after the Closing Date, this Agreement may be amended by a writing signed
by both parties, with respect to any of the terms contained herein, and any
term
or condition of this Agreement may be waived or the time for performance hereof
may be extended by a writing signed by the party or parties for whose benefit
the provision is intended.
[Remainder
of Page Intentionally Blank]
[Signature
Page Follows]
15
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be executed by their respective
duly authorized officers or representatives and entered into as of the date
first above written.
|
ATTEST:
|
EDULINK,
INC.
|
||
|
By:
|
/s/
Xxxxxxx
Xxxxxxxxx
|
||
|
Name:
|
Xxxxxxx
Xxxxxxxxx
|
||
|
Title:
|
CEO
|
||
|
ATTEST:
|
MEGA
MEDIA GROUP, INC.
|
||
|
By:
|
/s/
Xxxxxxxxx
Xxxxxxx
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Name:
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Xxxxxxxxx
Xxxxxxx
|
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Title:
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CEO
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16
SCHEDULE
1.2
Xxxxxxxx
Certificate for 735,000,000 shares of common stock
17
SCHEDULE
1.5
Judgment
ordering the issuance of 735,000,000 shares of common stock to
Xxxxxxxx
18
Schedule
3.2
Mega
Media Shareholders
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Xxxxxxxxx
Xxxxxxx
|
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Xxxx
Xxxxxxxxx
|
|
Xxxxx
Anekeyev
|
|
Xxxxxx
Xxxxxxx
|
|
Xxxx
Xxxxx
|
|
Xxxx
Xxxxxxxxx
|
|
Xxxxxxx
Xxxxxxx
|
|
Xxxxx
Xxxxxxxx
|
|
Xxxxx
Tantsky
|
|
Xxxxx
Xxxxxxx
|
|
Xxxxx
Xxxxxxx
|
|
Xx.
Xxx Paukman
|
|
Xxxx
Xxxxxxx
|
|
Xxxx
Xxxxxxxx
|
|
Fd
Import
|
|
Xxxxxx
Xxxxxxxx
|
|
Xxxxxxx
Xxxxxxxxxx
|
|
Xxxxxx
Xxxxx
|
|
Xxxxxx
Stronkin
|
|
Matrix
Alliance
|
|
Xxxxxxx
Xxxxxxx
|
|
Xxxxxxx
Xxxxxxx
|
|
Xxxxxxx
Xxxxxxxx
|
|
Xxxxxxx
Bouzoukashvilli
|
|
Xxxxx
Xxxxxxx
|
|
Xxxxxx
Xxxxxxxxx
|
|
Xxxxx
Ahafonova
|
|
Xxx
Xxxxxxxx
|
|
Xxxxxxx
Xxxxxx
|
|
Xxxxx
Xxxxx
|
|
Xxxxxx
Xxxxxx
|
|
Xxxxxxx
Xxxxxxx
|
|
Xxxxxxx
Xxxxxxxxx
|
|
Xxxx
Xxxxxx
|
|
Xxxxx
Xxxxxx
|
00
