STRATEGIC INVESTMENT AGREEMENT
------------------------------
THIS AGREEMENT is made the 18th day of January, 2000.
B E T W E E N:
MSU Corporation a United States corporation registered in Florida whose
principal place of business is situated at Elder House, 000-000 Xxxxx Xxxx,
Xxxxxx Xxxxxx, XX0 XXX, Xxxxxxx ('MSU')
XxxxxXxx.xxx Limited a company organised and existing under the laws of
India, whose registered office is at Mathurdas Mill Compound Ground Floor,
SB Marg, Lower Parel, Bombay 400 013 ('JADOO').
3. WEB2U Limited a United Kingdom Company having its registered office at
Elder House, 526-528 Elder Gate, Xxxxxx Keynes, MK9 ILR, England ("WEB2U").
WHEREAS
(a) WEB2U is wholly owned subsidiary of MSU and is the owner of the
Intellectual Property Rights in the ISP Chip Set and the Product;
(b) By an agreement dated 18th January 2000 between WEB2U and JADOOss ("the
Product Know-How Agreement"), WEB2U has granted JADOO the Know-How on an
exclusive basis to enable
JADOO to manufacture and deal in WEB2U proprietary Internet Access Device
incorporating the ISP Chip Set ("the Product").
(c) The technology to be thus supplied by WEB2U to JADOO being of a proprietary
and confidential nature and subject to sensitivity concerns about
protection of IPRs, it is in the interest of JADOO to participate in
MSU/WEB2U venture abroad by acquiring an initial strategic stake in MSU
whose shares are already listed on the OTC Exchange in New York;
(d) Similarly, in order to protect its rights under the Product Know-How
Agreement and build up a long term strategic relationship with JADOO and in
view of the exclusivity granted to JADOO to manufacture and deal in the
Product in the Territory, it is in the interest of MSU/WEB2U to similarly
acquire an initial strategic stake in JADOO;
(e) It is the intention of the Parties that such cross holdings would enhance
the value of their investments and commitments to each others business.
(f) This Agreement therefore records the mode and manner of JADOO participating
in MSUs venture abroad and MSU acquiring a stake in JADOO upon the
following terms:
IT IS AGREED as follows:-
1. The recitals contained herein shall be deemed to form an integral part of
this Agreement.
2. All words and expressions used herein shall have the same meaning as
assigned to them under the Product Know-How Agreement.
3. The Parties shall grant to each other warrants which are to be allotted in
the manner following.
4. MSU will grant to JADOO warrants to purchase up to the greatest of [ ** ]
of the fully diluted outstanding shares or [ ** ] shares of MSU common
stock. Such warrants shall be exercisable for a term of 12 months from the
date of execution of this agreement at a price calculated by reference to
the average trading price of the shares of MSU common stock during the last
15 days prior to the signing of this agreement ("MSU Price"). In the event
of any increase in the issued share capital of MSU during the period of 15
months from the date of this agreement, then JADOO shall be entitled to
subscribe for such further number of equity shares of MSU at the
Acquisition Price so as to retain the [ ** ] of fully diluted outstanding
equity shares of MSU. In the event of any increase in the issued share
capital of MSU for a further period of 12 months thereafter, JADOO shall be
entitled to subscribe for such further number of shares of MSU at the at
the Acquisition Price so as to retain the [ ** ] of fully diluted
outstanding equity shares of MSU ("MSU Price").
5. JADOO will grant to MSU warrants to purchase up to [ ** ] of the fully
diluted outstanding equity shares of JADOO. Such warrants shall be
exercisable for a term of 12 months from the date of agreement of the First
Valuation of the pursuant to Clause 6.2 of the Product know-how Agreement
at a price calculated by reference to the First Valuation ("JADOO Price").
In the event of any increase in the issued share capital of JADOO during
the period of 15 months from the date of this agreement, then MSU shall be
entitled to subscribe for such further number of equity shares of JADOO at
the first valuation price agreed price so as to retain the [ ** ] of fully
diluted outstanding equity shares of JADOO. In the event of any increase in
the issued share capital of JADOO for a further period of 12 months
thereafter, MSU shall be entitled to subscribe for such further number of
shares of JADOO at the first valuation price agreed so as to retain the
[ ** ] fully diluted outstanding equity shares of JADOO.
6. This Agreement is subject to the receipt of all relevant regulatory /
governmental approvals in
**The omitted information is confidential and is being filed separately with the
Securities and Exchange Commission.
India including under Exchange Control laws. Provided however, it is
clarified, for the removal of doubt, that this Agreement shall become
effective if and only if all such approvals are obtained in respect of both
the proposed investments by MSU and JADOO.
7. Limitation of Liabilities
7.1 Force Majeure. Neither party shall be liable to the other for any
delay, loss, damage or injury caused by acts of God, governmental
order or regulation, restraining imposed by governmental action,
national strikes, commotion, riots, war, war like situations,
hostilities, governmental disposal, mobilisation, blockage, embargo,
custody, revolution, fire, earthquake, tornado, explosion, storm,
flood or for any other cause beyond its reasonable control
(hereinafter referred to as Force Majeure).
7.2 Notification of such delay arising solely from circumstances
attributable to the Force Majeure shall be given as soon as possible
and followed in writing to the other party within seven days of the
occurrence of such an event.
8. Severability
If any section or subsection of this Agreement is found by competent
authority to be void, voidable, illegal or otherwise unenforceable, the
remaining provisions of this Agreement shall remain in full force and
effect.
9. Whole Agreement.
This Agreement contains the whole agreement between the Parties and
supersedes
any prior written or oral agreements between them in relation to its
subject matter and the Parties confirm that they have not entered into this
Agreement on the basis of any representations that are not expressly
incorporated into this Agreement.
10. No Modification.
This Agreement may not be modified except by an instrument in writing
signed by both of the Parties of their duly authorised representatives.
11. Survival of Term.
The warranties an indemnities and obligations of confidentiality contained
in this Agreement and the provision for payment of any accounting in
respect of continuing fees and other sums due to either party under this
Agreement shall survive the termination or expiry of this Agreement.
12. Arbitration.
Any question or difference which may arise concerning the construction
meaning or effect of this agreement or concerning the rights and
liabilities of the parties or any other matter arising out of or in
connection with this agreement shall be referred to a single arbitrator in
London to be agreed between the parties. Failing such agreement within 30
days of the request by one party to the other that the matter be referred
to arbitration in accordance with this clause such reference shall be to
the to an arbitrator appointed by the President for the time being of the
Law
Society, London. The Arbitrator shall neither be an Indian or UK national.
The decision of the arbitrator shall be binding upon the parties. Any
reference under this clause shall be deemed to be a reference to
arbitration within the meaning of the Arbitration Xxx 0000(XX)
13. Governing Law.
13.1 This Agreement shall be governed in accordance with the laws of
England and Wales.
13.2 Where either Party has any complaint of the other under this
Agreement it may at its option commence proceedings in any Court of
competent jurisdiction in the Courts of England and Wales.
SIGNED /s/ Xxxxxxx X. Xxxxxxx
...............................
MSU Corporation
SIGNED [illegible signature]
..............................
XxxxxXxx.xxx Limited
