Dated: February 26, 2007 Jesper Lindorff C-12C, DLF Supermart I DLF Phase IV, Gurgaon Haryana, 122002, India Dear Mr. Lindorff:
Exhibit 2.5
Dated: February 26, 2007
Xxxxxx Xxxxxxxx
C-12C, DLF Supermart I
DLF Phase IV, Gurgaon
Haryana, 122002, India
C-12C, DLF Supermart I
DLF Phase IV, Gurgaon
Haryana, 122002, India
Dear Xx. Xxxxxxxx:
This letter will confirm our understanding and agreement with you to purchase all of your
shares of CONTINUUM SYSTEMS PRIVATE LIMITED, a company formed under the laws of India
(“Continuum”), solely for shares of common stock of CANEUM, INC., a Nevada, USA, corporation
(“Caneum”). It is agreed and understood that your shares will be purchased and held by CANEUM ASIA
PACIFIC PTE. LTD., a Singapore corporation and wholly owned subsidiary of Caneum (“Caneum Asia
Pacific”). The following are the terms and conditions of the stock purchase:
1. On the closing date (as defined below), you agree to sell and transfer all of your stock of
Continuum, consisting of 42,689 shares of common stock (the “Continuum Shares”), solely for and in
consideration for 260,761 shares of common stock of Caneum. At closing, the Continuum shares will
be transferred and delivered to Caneum Asia Pacific and Caneum will instruct its transfer agent to
issue a stock certificate in your name and deliver such stock certificate to you.
2. The closing of this letter agreement will occur not later than five business days following
the date upon which you obtain approval from appropriate regulatory agencies in India. If for any
reason closing has not occurred on or before June 30, 2007, this letter agreement shall terminate
and shall be null and void. The parties shall determine the time and place for closing promptly
following your receipt of necessary regulatory approvals.
3. As a condition of closing, you agree to furnish Caneum a duly executed standard Investor
Representation Form, a copy of which is attached to this letter agreement and incorporated herein.
4. You represent that other than your agreement to sell the Continuum Shares to Caneum Asia
Pacific, you own the Continuum Shares free and clear of any restrictions on transfer (other than
any restrictions under the Reserve Bank of India, FEMA and ROC), taxes, liens, options, warrants,
purchase rights, contracts, commitments, equities, claims, and demands. You further represent that
other than your agreement to sell the Continuum Shares to Caneum Asia Pacific, you are not a party
to any option, warrant, purchase right, or other contract or commitment that could require you to
sell, transfer, or otherwise dispose of the Continuum Shares. You further represent that you are
not a party to any voting trust, proxy, or other agreement or understanding with respect to the
voting of the Continuum Shares.
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000
Telephone (000) 000 0000
Telephone (000) 000 0000
Xxxxxx Xxxxxxxx
Dated:
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5. Caneum represents that the Caneum Shares, when issued and delivered, will be legally
issued, fully paid, and non-assessable outstanding shares of common stock of Caneum.
6. The parties hereto agree that any controversy, dispute or claim arising out of or relating
to this letter agreement or breach thereof shall first be settled through good faith negotiation.
If the dispute cannot be settled through negotiation, the parties may refer the dispute to
arbitration of a sole arbitrator in accordance with the provisions of the Arbitration and
Conciliation Act, 1996. The arbitration proceedings shall be held at New Delhi, India, and shall be
conducted in the English language. Each party shall bear its own cost for the arbitration
proceedings.
Each of the parties agrees to use its/his respective best efforts to close the transaction
contemplated in this letter agreement as soon as practicable after the date hereof. By signing
this letter agreement below, each of the parties represents and warrants that he or it is duly
authorized to enter into and execute this letter agreement. Please indicate your agreement to the
foregoing by executing and returning to the undersigned a copy of this correspondence. Please sign
and date this Letter in the space provided below to confirm your understanding of the terms of this
letter agreement and return a signed copy to the undersigned.
Very truly yours, |
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/s/ Xxxx Xxxxx
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Acknowledged and agreed to by Caneum Asia Pacific Pte. Ltd. | ||
/s/ Xxxx Xxxxx |
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Acknowledged and agreed as of the above date: | ||
/s/ Xxxxxx Xxxxxxxx |
Date: March 20, 2007 |
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000
Telephone (000) 000 0000
Telephone (000) 000 0000