PURCHASE AGREEMENT
THIS AGREEMENT is made as of the 25th day of March, 2002,
AMONG:
PACIFIC E-LINK CORPORATION a company incorporated pursuant to the
laws of British Columbia, and having its business address at Xxxxx
000, 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(hereinafter called the "Vendor")
OF THE FIRST PART
AND:
XXXXXXXXXX.XXX INC., a company incorporated pursuant
to the laws of the State of Nevada and having its
business address at Suite 100, 2980 South Rainbow
Boulevard, Las Vegas, Nevada, XXX, 00000
(hereinafter called the "Purchaser")
OF THE SECOND PART
AND:
TELE PACIFIC COMMUNICATIONS (SAMOA) INC., a body
corporate duly incorporated pursuant to the laws of
Samoa, having its business address at Xxxxx 000, 000
Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(hereinafter called the "Company")
OF THE THIRD PART
WHEREAS:
A. The Vendor has agreed to sell and the Purchaser has agreed to
purchase all of the shares of the Company in consideration of the issuance
from treasury of 2,500,000 shares of common stock from its treasury;
B. In order to record the terms and conditions of the agreement
among them the parties wish to enter into this agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the foregoing
and of the sum of $1.00 paid by the Purchaser to the Vendor and to the Company,
the receipt of which is hereby acknowledged, the parties hereto agree each with
the other as follows:
1. INTERPRETATION
1.1 Where used herein or in any amendments or Schedules hereto, the following
terms shall have the following meanings:
(a) "Business" means the advertising business carried on by the
Company through its 75% interest in the registered capital of a
Sino-foreign joint venture known as Chengdu Publicis
International Advertising Co. Ltd. (the "Joint Venture").
(b) "Closing Date" means the third business day following the receipt by
the parties of the approval of all regulatory authorities to this
agreement, or such other date as may be mutually agreed upon by the
parties hereto, which date shall be no later than March 25, 2002;
(c) "Financial Statements" means those financial statements of the
Company attached hereto as Schedule "C";
(d) "Purchaser Shares" means the 2,500,000 common shares in the capital
stock of the Purchaser being issued as consideration for the
purchase of the Shares;
(e) "Shares" means the 10 common shares in the capital of the Company
being sold to the Purchaser, being all of the issued and outstanding
shares of the Company;
1.2 All amounts referred to in this agreement are in US dollars,
unless expressly stated otherwise.
1.3 The following schedules are attached to and form part of this
agreement:
Schedule A - Financial Statements
Schedule B - Employment, Service & Pension Agreements
of the Company and the Joint Venture
Schedule C - Real Property & Leases of the Company and the Joint
Venture
Schedule D - Assets and Encumbrances of the Company and the
Joint Venture
Schedule E - Litigation
Schedule F - Registered Trademarks, Trade Names & Patents of the
Company and the Joint Venture
Schedule G - Material Contracts of the Company and the Joint
Venture
2. PURCHASE OF SHARES
2.1 The Vendor hereby covenants and agrees to sell, assign and transfer the
Shares to the Purchaser, and the Purchaser covenants and agrees to purchase the
Shares from the Vendor.
2.2 As consideration for the sale of the Shares, the Purchaser shall allot and
issue the Purchaser Shares to the Vendor at Closing. Certificates for the
Purchaser Shares shall be registered in the name of the Vendor and delivered at
Closing. The certificates for the Purchaser Shares are being issued pursuant to
Regulation S of the United States Securities Act of 1933 and will therefore bear
a restrictive legend and be subject to restrictions on resale. The restrictive
legend shall be in substantially the form as follows "THE SECURITIES EVIDENCED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW. NO INTEREST
THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE
TRANSFERRED OR DISPOSED OF WITHOUT (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER
SUCH ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS COVERING ANY SUCH
TRANSACTION OR (B) RECEIPT BY THE CORPORATION OF AN ACCEPTABLE LEGAL OPINION
STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE
CORPORATION OTHERWISE SATISFYING ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM
REGISTRATION. NEITHER THE OFFERING OF SUCH SECURITIES NOR ANY RELATED MATERIALS
HAVE BEEN REVIEWED OR APPROVED BY ANY U.S. FEDERAL OR STATE REGULATORY
AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE."
3. COVENANTS, REPRESENTATIONS AND WARRANTIES
OF THE VENDOR AND THE COMPANY
The Vendor and the Company jointly and severally covenant with and
represent and warrant to the Purchaser as follows, and acknowledge that the
Purchaser is relying upon such covenants, representations and warranties in
connection with the purchase by the Purchaser of the Shares:
3.1 The Company has been duly incorporated and organized, is validly existing
and is in good standing under the laws of Samoa; it has the corporate power to
carry on the Business; it is duly qualified as a corporation to do business and
is in good standing with respect thereto in each jurisdiction in which the
nature of the Business or the property owned or leased by it makes such
qualification necessary; and it and the Joint Venture has or will have on the
Closing Date all necessary licenses, permits, authorizations and consents to
operate the Business.
3.2 The authorized capital of the Company consists of US$1,000,000 divided into
1,000,000 shares at US$1.00 each, of which 10 Shares have been duly issued and
are outstanding as fully paid and non-assessable.
3.3 The Shares are owned by the Vendor as the beneficial owner, and the Vendor
has a good and marketable title in the Shares, free and clear of all mortgages,
liens, charges, security interests, adverse claims, pledges, encumbrances and
demands whatsoever
3.4 No person, firm or corporation has any agreement or option or any right or
privilege (whether by law, pre-emptive or contractual) capable of becoming an
agreement or option for the purchase from the Vendor of any of the Shares.
3.5 No person, firm or corporation has any agreement or option, including
convertible securities, warrants or convertible obligations of any nature, or
any right or privilege (whether by law, pre-emptive or contractual) capable of
becoming an agreement or option for the purchase, subscription, allotment or
issuance of any of the unissued shares in the capital of the Company or of any
securities of the Company.
3.6 Except for its interest in the Joint Venture the Company does not have any
subsidiaries or agreements of any nature to acquire any subsidiary or to acquire
or lease any other business operations and will not prior to the Closing Date
acquire, or agree to acquire, any subsidiary or business without the prior
written consent of the Purchaser.
3.7 The Company and the Joint Venture will not, without the prior written
consent of the Purchaser, issue any additional shares from and after the date
hereof to the Closing Date or create any options, warrants or rights for any
person to subscribe for or acquire any unissued shares in the capital of the
Company.
3.8 The Company and the Joint Venture are not a party to or bound by any
agreement of guarantee, warranty, indemnification, assumption or endorsement or
any other like commitment of the obligations, liabilities (contingent or
otherwise) or indebtedness of any other person, firm or corporation, or of any
products related to the Business.
3.9 The books and records of the Company fairly and correctly set out and
disclose in all material respects, in accordance with generally accepted
accounting principles, the financial position of the Company as at the date
hereof, and all material financial transactions of the Company relating to the
Business have been accurately recorded in such books and records.
3.10 The Financial Statements present fairly the assets, liabilities (whether
accrued, absolute, contingent or otherwise) and the financial condition of the
Company as at the date thereof and there will not be, prior to the Closing Date,
any material increase in such liabilities.
3.11 (a) The entering into of this agreement and the consummation of the
transactions contemplated hereby will not result in the violation of
any of the terms and provisions of the constating documents or
bylaws of the Company or the Vendor or of any indenture, instrument
or agreement, written or oral, to which the Company or the Vendor
may be a party;
(b) The entering into of this agreement and the consummation of the
transactions contemplated hereby will not, to the best of the
knowledge of the Company and the Vendor, result in the violation of
any law, regulation, municipal bylaw or ordinance;
(c) The entering into of this agreement and the consummation of the
transactions contemplated hereby will not, to the best of the
knowledge of the Company and the Vendor create an event whereby the
interest of the Company in the Joint Venture may be diluted
(d) This agreement has been duly authorized, validly executed and
delivered by the Company and the Vendor.
3.12 The Business has been carried on in the ordinary and normal course by the
Company since the date of the Financial Statements and will be carried on by the
Company in the ordinary and normal course after the date hereof and up to the
Closing Date.
3.13 Except as disclosed in the Schedules hereto, the Company is not a party to
any written or oral employment, service or pension agreement, and the Company
does not have any employees who cannot be dismissed on not more than one months
notice without further liability.
3.14 Except as disclosed in the Schedules hereto, the Company does not have
outstanding any bonds, debentures, mortgages, notes or other indebtedness, and
the Company is not under any agreement to create or issue any bonds, debentures,
mortgages, notes or other indebtedness.
3.15 Except as disclosed in the Schedules hereto, the Company is not the owner
or lessee under any agreement to own or lease any real property.
3.16 Except as disclosed in the Schedules hereto, the Company owns, possesses
and has good and marketable title to its undertaking, property and assets, and
without restricting the generality of the foregoing, all those assets described
in the balance sheet included in the Financial Statements, free and clear of any
and all mortgages, liens, pledges, charges, security interests, encumbrances,
actions, claims or demands of any nature whatsoever or howsoever arising.
3.17 The Company has its property insured against loss or damage by all
insurable hazards or risks on a replacement cost basis and such insurance
coverage will be continued in full force and effect to and including the Closing
Date; to the best of the knowledge of the Company and the Vendor, the Company is
not in default with respect to any of the provisions contained in any such
insurance policy and has not failed to give any notice or present any claim
under any such insurance policy in due and timely fashion.
3.18 Except as disclosed herein and in Schedule "G" hereto, the Company and the
Joint Venture do not have any outstanding material agreements (including
employment agreements) contracts or commitments, whether written or oral, of any
nature or kind whatsoever, except:
(a) agreements, contracts and commitments in the ordinary course of
business;
(b) service contracts on office equipment;
(c) the employment, services and pension agreements described in the
Schedules hereto; and
(d) the leases described in the Schedules hereto.
3.19 Except as provided in the Schedules hereto, there are no actions, suits or
proceedings (whether or not purportedly on behalf of the Company), pending or
threatened against or affecting the Company or affecting the Business, at law or
in equity, or before or by any federal, provincial, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign and neither the Company nor the Vendor are aware of any
existing ground on which any such action, suit or proceeding might be commenced
with any reasonable likelihood of success.
3.20 The Company is not in material default or breach of any contracts,
agreements, written or oral, indentures or other instruments to which it is a
party and there exists no state of facts which after notice or lapse of time or
both which would constitute such a default or breach, and all such contracts,
agreements, indentures or other instruments are now in good standing and the
Company is entitled to all benefits thereunder.
3.21 The Company has the right to use all of the registered trade marks, trade
names and patents, both domestic and foreign, in relation to the Business as set
out in the Schedules hereto.
3.22 To the best of the knowledge of the Company and the Vendor, the conduct of
the Business does not infringe upon the patents, trade marks, trade names or
copyrights, domestic or foreign, of any other person, firm or corporation.
3.23 To the best of the knowledge of the Company and the Vendor, the Company and
the Joint Venture are conducting and will conduct the Business in compliance
with all applicable laws, rules and regulations of each jurisdiction in which
the Business is or will be carried on, the Company and the Joint Venture are not
in material breach of any such laws, rules or regulations and is or will be on
the Closing Date fully licensed, registered or qualified in each jurisdiction in
which the Company owns or leases property or carries on or proposes to carry on
the Business to enable the Business to be carried on as now conducted and its
property and assets to be owned, leased and operated, and all such licenses,
registrations and qualifications are or will be on the Closing Date valid and
subsisting and in good standing and that none of the same contains or will
contain any provision, condition or limitation which has or may have a
materially adverse effect on the operation of the Business.
3.24 All facilities and equipment owned or used by the Company in connection
with the Business are in good operating condition and are in a state of good
repair and maintenance.
3.25 The Company has no loans or indebtedness outstanding which have been made
to directors, former directors, officers, shareholders and employees of the
Company or to any person or corporation not dealing at arm's length with any of
the foregoing, except as described in the Financial Statements.
3.26 The Company has made full disclosure to the Purchaser of all aspects of the
Business and it will make all of its books and records and all of the books and
records of the Joint Venture, including a translated copy of the joint venture
agreement for the Joint Venture, the translated copy of the advertising license
for the Joint Venture, and a translated copy of the legislation in China
respecting the license and the ability of the Joint Venture to carry on business
in provinces other than Chengdu, available to the representatives of the
Purchaser in order to assist the Purchaser in the performance of its due
diligence searches and no material facts in relation to the Business have been
concealed by the Company or the Vendor.
3.27 There are no material liabilities of the Company or the Joint Venture of
any kind whatsoever, whether or not accrued and whether or not determined or
determinable, in respect of which the Company or the Purchaser may become liable
on or after the consummation of the transaction contemplated by this agreement,
other than liabilities which may be reflected on the Financial Statements,
liabilities disclosed or referred to in this agreement or in the Schedules
attached hereto, or liabilities incurred in the ordinary course of business and
attributable to the period since the date of the Financial Statements, none of
which has been materially adverse to the nature of the Business, results of
operations, assets, financial condition or manner of conducting the Business.
3.28 The Articles, bylaws and other constating documents of the Company in
effect with the appropriate corporate authorities as at the date of this
agreement will remain in full force and effect without any changes thereto as at
the Closing Date.
3.29 The directors and officers of the Company are as follows:
Name Position
---- --------
Xxxxx Xxxx President & Director
Xxxxxx Xxxx Secretary, Treasurer & Director
3.30 No claim shall be made by the Purchaser against the Company or the Vendor
as a result of any misrepresentation or as a result of the breach of any
covenant or warranty herein contained unless the aggregate loss or damage to the
Purchaser exceeds $5,000.
4. COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
----------------------------------------------------------
The Purchaser covenants with and represents and warrants to the
Vendor and the Company as follows and acknowledges that the Vendor is relying
upon such covenants, representations and warranties in entering into this
agreement:
4.1 The Purchaser has been duly incorporated and organized and is validly
subsisting under the laws of the State of Nevada, U.S.A., it has the corporate
power to own or lease its properties and to carry on its business as now being
conducted by it; and it is duly qualified as a corporation to do business and is
in good standing with respect thereto in each jurisdiction in which the nature
of its business or the property owned or leased by it makes such qualification
necessary.
4.2 The directors and officers of the Purchaser are as follows:
Name Position
---- --------
Xxxxxxx Xxxx President & Director
Xxxxxxx Xxxx Secretary & Director
Xxxx Xxxxxxx Director
4.3 The Purchaser's common shares are quoted on the OTC Bulletin
Board quotation system.
4.4 The entering into of this agreement and the consummation of the transactions
contemplated hereby will not result in the violation of any of the terms and
provisions of the constating documents or bylaws of the Purchaser or of any
indenture, instrument or agreement, written or oral, to which the Purchaser may
be a party.
4.5 This agreement has been duly authorized, validly executed and
delivered by the Purchaser.
5. CONDITIONS OF CLOSING
5.1 This agreement is subject to the approval, prior to the Closing Date, of the
Canadian Venture Exchange and all other securities regulatory authorities as may
have jurisdiction.
5.2 All obligations of the Purchaser under this agreement are subject to the
fulfillment, at or prior to the Closing Date, of the following conditions:
(a) the respective representations and warranties of the Vendor and
the Company contained in this agreement or in any Schedule hereto
or certificate or other document delivered to the Purchaser
pursuant hereto shall be substantially true and correct as of the
date hereof and as of the Closing Date with the same force and
effect as though such representations and warranties had been
made on and as of such date, regardless of the date as of which
the information in this agreement or any such Schedule or
certificate is given, and the Purchaser shall have received on
the Closing Date certificates dated as of the Closing Date, in
forms satisfactory to counsel for the Purchaser and signed under
seal by the Vendor and by a senior officer of the Company to the
effect that their respective representations and warranties
referred to above are true and correct on and as of the Closing
Date with the same force and effect as though made on and as of
such date, provided that the acceptance of such certificates and
the closing of the transaction herein provided for shall not be a
waiver of the respective representations and warranties contained
in Article 3 or in any Schedule hereto or in any certificate or
document given pursuant to this agreement which covenants,
representations and warranties shall continue in full force and
effect for the benefit of the Purchaser;
(b) the Company shall have caused to be delivered to the Purchaser
certificates of an officer of the Company and the Vendor or, in form
and substance satisfactory to the Purchaser, dated as of the Closing
Date, to the effect that:
(i) the Company owns, possesses and has good and marketable
title to its undertaking, property and assets, and
without restricting the generality of the foregoing,
those assets described in the balance sheet included in
the Financial Statements, free and clear of any and all
mortgages, liens, pledges, charges, security interests,
encumbrances, actions, claims or demands of any nature
whatsoever and howsoever arising;
(ii) the Company has been duly incorporated and organized and is
validly existing under the laws of Samoa, it has the
corporate power to own or lease its properties and to carry
on its business that is now being conducted by it and is in
good standing with respect to filings with the appropriate
governmental authorities;
(iii) the issued and authorized capital of the Company is as set
out in this agreement and all of the issued and outstanding
shares have been validly issued as fully paid and
non-assessable;
(iv) all necessary approvals and all necessary steps and
corporate proceedings shall have been taken to permit the
shares of the Joint Venture currently registered in the
name of Publicis Ad-Link Group Limited to be duly and
validly transferred to and registered in the name of the
Company; and
(v) the consummation of the purchase and sale contemplated
by this agreement, and specifically the transfer of the
Shares to the Purchaser, will not be in breach of any
laws of China or Samoa and, in particular but without
limiting the generality of the foregoing, the execution
and delivery of this agreement by the Vendor and the
Company has not breached and the consummation of the
purchase and sale contemplated hereby will not be in
breach of any laws of China or Samoa;
and, without limiting the generality of the foregoing, that all
corporate proceedings of the Company, its shareholders and directors
and all other matters which, in the reasonable opinion of counsel
for the Purchaser, are material in connection with the transaction
of purchase and sale contemplated by this agreement, have been taken
or are otherwise favourable to the completion of such transaction.
(c) the Company shall have caused to be delivered to the Purchaser an
opinion from counsel qualified to practice law in the People's
Republic of China that the sale of all of the Shares of the Company
to the Purchaser will not constitute an event of default that will
invalidate the advertising license of the Joint Venture and will not
create an event whereby the interest of the Company in the Joint
Venture may be diluted.
(d) the Company shall have caused to be delivered to the Purchaser the
documentation required under paragraph 3.26.
(e) At the Closing Date there shall have been no materially adverse
change in the affairs, assets, liabilities, or financial condition
of the Company, the Joint Venture or the Business (financial or
otherwise) from that shown on or reflected in the Financial
Statements.
(f) No substantial damage by fire or other hazard to the Business shall
have occurred prior to the Closing Date.
5.3 In the event any of the foregoing conditions contained in paragraph 5.2
hereof are not fulfilled or performed at or before the Closing Date to the
reasonable satisfaction of the Purchaser, the Purchaser may terminate this
agreement by written notice to the Vendor and the Company, in such event the
Purchaser shall be released from all further obligations hereunder but any of
such conditions may be waived in writing in whole or in part by the Purchaser
without prejudice to its rights of termination in the event of the
non-fulfillment of any other conditions or conditions.
5.4 All obligations of the Vendor under this agreement are subject to the
fulfillment, at or prior to the Closing Date, of the following conditions:
(a) the representations and warranties of the Purchaser contained in
this agreement or in any Schedule hereto or certificate or other
document delivered to the Company and the Vendor pursuant hereto
shall be substantially true and correct as of the date hereof and
as of the Closing Date with the same force and effect as though
such representations and warranties had been made on and as of
such date, regardless of the date as of which the information in
this agreement or any such Schedule or certificate is given, and
the Vendor shall have received on the Closing Date a certificate
dated as of the Closing Date, in form satisfactory to the Vendor
and signed under seal by a senior officer of the Purchaser, to
the effect that such representations and warranties referred to
above are true and correct on and as of the Closing Date with the
same force and effect as though made on and as of such date,
provided that the acceptance of such certificate and the closing
of the transaction herein provided for shall not be a waiver of
the representations and warranties contained in Article 4 or in
any Schedule hereto or in any certificate or document given
pursuant to this agreement which covenants, representations and
warranties shall continue in full force and effect for the
benefit of the Vendor.
(b) The Purchaser shall have caused to be delivered to the Vendor a
certificate of an officer of the Purchaser in form and substance
satisfactory to the Vendor, dated as of the Closing Date, to the
effect that:
(i) the Purchaser has been duly incorporated and organized
and is validly subsisting under the laws of Nevada, it
has the corporate power to own or lease its properties
and to carry on its business that is now being conducted
by it and is in good standing with respect to all
filings with the appropriate corporate authorities in
Nevada and with respect to all annual and quarterly
filings with the United States Securities and Exchange
Commission;
(ii) all necessary approvals and all necessary steps and
corporate proceedings have been obtained or taken to permit
the Purchaser Shares to be duly and validly allotted and
issued to and registered in the name of the Vendor;
5.5 In the event that any of the conditions contained in paragraph 5.4 hereof
shall not be fulfilled or performed by the Purchaser at or before the Closing
Date to the reasonable satisfaction of the Vendor then the Vendor shall have all
the rights and privileges granted to the Purchaser under paragraph 5.3, mutatis
mutandis.
6. CLOSING ARRANGEMENTS
6.1 The closing shall take place on the Closing Date at the offices of
Bragagnolo and Xxxxxxx, Solicitors, of Suite 602 - 000 Xxxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0 or at such other place as may be mutually
agreed by the parties.
6.2 On the Closing Date, upon fulfillment of all the conditions set out in
Article 5 which have not been waived in writing by the Purchaser or by the
Vendor, as the case may be, then:
(a) the Vendor, as the case may be, shall deliver to the Purchaser:
(i) certificates representing all the Shares duly endorsed in
blank for transfer or with a stock power of attorney (in
either case with the signature guaranteed by the
appropriate official);
(ii) the certificates and officer's certificates referred to
in paragraph 5.2;
(iv) evidence satisfactory to the Purchaser and its legal
counsel of the completion by the Company of those acts
referred to in paragraph 5.2;
(b) the Vendor and the Company shall cause the transfers of the Shares
into the name of the Purchaser, or its nominee, to be duly and
regularly recorded in the books and records of the Company;
(c) the Purchaser shall deliver to the Vendor:
(i) share certificates representing the Purchaser Shares duly
endorsed with legends respecting restrictions on transfer
as required by or necessary under the applicable securities
legislation in substantially the form contained in
paragraph ; and
(ii) the certificates and officer's certificate referred to
in paragraph 5.3.
7. SECURITIES REGULATORY APPROVAL
7.1 The terms of this agreement are subject to the approval of all securities
regulatory authorities having jurisdiction, including the Canadian Venture
Exchange.
7.2 The Vendor agrees to forthwith apply for the approval of the terms of this
agreement by the Canadian Venture Exchange.
7.3 The Vendor agrees to promptly comply with all reasonable conditions and
requirements of the Canadian Venture Exchange.
7.4 In the event that any other regulatory authority having jurisdiction shall
prevent the closing of the purchase and sale of the Shares and the consummation
of the transactions contemplated in this agreement, neither the Purchaser nor
its directors, officers, legal counsel, servants or agents shall in any way be
liable to either the Vendor or the Company in respect of any damages or losses
suffered by them as a result of such failure to give their approval.
8. GENERAL PROVISIONS
8.1 Time shall be of the essence of this agreement.
8.2 This agreement contains the whole agreement between the parties hereto in
respect of the purchase and sale of the Shares and there are no warranties,
representations, terms, conditions or collateral agreements expressed, implied
or statutory, other than as expressly set forth in this agreement.
8.3 This agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns. The Purchaser may
not assign this agreement without the consent of the Company which consent may
be unreasonably withheld.
8.4 Any notice to be given under this agreement shall be duly and properly given
if made in writing and by delivering or telecopying the same to the addressee at
the address as set out on page one of this agreement. Any notice given as
aforesaid shall be deemed to have been given or made on, if delivered, the date
on which it was delivered or, if telecopied, on the next business day after it
was telecopied. Any party hereto may change its address for notice from time to
time by notice given to the other parties hereto in accordance with the
foregoing.
8.5 This agreement may be executed in one or more counterparts, each of which so
executed shall constitute an original and all of which together shall constitute
one and the same agreement.
8.6 This agreement shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of the Province of British
Columbia, and each of the parties hereto irrevocably attorns to the exclusive
jurisdiction of the Courts of the Province of British Columbia.
IN WITNESS WHEREOF the parties hereto have executed this agreement as of the day
and year first above written.
Xxxxxxxxxx.xxx Inc.
Per:
--------------------------------------
Xxxxxxx Xxxx, President
PACIFIC E-LINK CORPORATION
Per:
--------------------------------------
Authorized Signatory
TELE PACIFIC COMMUNICATIONS
(SAMOA) INC.
Per:
--------------------------------------
Authorized Signatory
Game Amend Purch Agree Pacif 3-28-02
SCHEDULE "A"
to that Share Purchase Agreement dated as of March 25th, 2002
FINANCIAL STATEMENTS
SCHEDULE "B"
to that Share Purchase Agreement dated as of March 25th, 2002
EMPLOYMENT, SERVICE & PENSION AGREEMENTS
OF THE COMPANY
SCHEDULE "C"
to that Share Purchase Agreement dated as of March 25th, 2002
Real property & leases
Of the company AND THE JOINT VENTURE
SCHEDULE "D"
to that Share Purchase Agreement dated as of March 25th, 2002
company AND JOINT VENTURE assets and encumbrances
SCHEDULE "E"
to that Share Purchase Agreement dated as of March 25th, 2002
litigation
SCHEDULE "F"
to that Share Purchase Agreement dated as of March 25th, 2002
REGISTERED TRADEMARKS, TRADE NAMES & PATENTS
OF THE COMPANY
SCHEDULE "G"
to that Share Purchase Agreement dated as of March 25th, 2002
MATERIAL CONTRACTS OF THE
COMPANY AND THE JOINT VENTURE
Game Amend Purch Agree Pacif 3-28-02
