JOINT VENTURE AGREEMENT
This Joint Venture Agreement ("Agreement") is made effective as of
September 27, 2001, and entered into at Provo, Utah, by and among Online
Investors Advantage, Inc., a Utah corporation, located at 0000 Xxxxx Xxxxxxxx
Xxxxx, Xxxxx 000, Xxxxx, Xxxx 00000 ("Online") and Hon Xxxxx Xxxxx, an
individual, whose Singapore passport number is X0000000X and is residing at 00X
Xxxxxxxx Xxxx #00-00, Xxxxxxxxx 000000 ("Chong"), and Xxxx Lip Xxxx Xxx, an
individual, whose Singapore passport number is X0000000X and is residing at 000
Xxxxxxxxx Xxxx #00-00, Xxxxxxxxx Xxxxx, Xxxxxxxxx 000000 ("Tan") hereinafter the
two individuals are collectively "Chong & Tan".
A. WHEREAS, Online provides in-depth consumer training via workshops, home
study, and online subscriptions in optimum use of its Internet investment and
financial management tools and services; and,
B. WHEREAS, Chong & Tan have agreed to work to expand Online's business in
the Asian marketplace, including the performance of marketing services, the
distribution of the Online materials and holding of previews and workshops
initially in Singapore, Malaysia, Brunei and Hong Kong; and,
C. WHEREAS, Online and Chong & Tan are desirous of pooling their resources,
expertise and capital to create a new business entity in Singapore, Online
Investors Advantage Asia Pacific Limited, whose sole purpose will be to expand
upon the current marketplace for the above-mentioned Online services; and,
NOW, THEREFORE, the Parties to this Agreement do hereby voluntarily
associate themselves together as Joint Venturers subject to the following terms
and conditions, with effect from January 1, 2001:
Article 1.
Certain Definitions
-------------------
1.1 For the purpose of this Agreement, the terms defined in this Article 1.,
shall have the meanings set forth below. All capitalized terms not defined
in this Article 1., shall have the meanings ascribed to them in other parts
of this Agreement.
1.2 "Agreement" shall refer to this Joint Venture Agreement.
1.3 "Online" shall mean Online Investors Advantage, Inc., a Utah corporation, a
wholly-owned subsidiary of ZiaSun Technologies, Inc.
1.4 "Chong & Tan" shall mean Hon Xxxxx Xxxxx, an individual, and Xxxx Lip Xxxx
Xxx, an individual, collectively.
1
1.5 "Singapore Co." shall mean Online Investors Advantage Asia Pacific Private
Limited, a Singapore company formed by the Joint Venturers.
1.6 "Profits" shall mean revenues collected from sales in the markets covered
by this agreement less all Salary and Operating Expenses incurred by
Singapore Co. including any expenses incurred by Online on behalf of
Singapore Co. in marketing and fulfillment.
1.7 "Distributable Profits" shall mean net profits, after tax, which are
available for distribution as dividends. At minimum, Seventy-Five percent
(75%) of the Distributable Profits will be paid out annually as dividends.
1.8 "Revenues" shall mean the monies earned from the sales of live
seminars/workshops and home study products in the markets covered by this
Agreement. Twenty-Five percent (25%) of the Revenues will be used for
Salaries and Operating Expenses.
1.9 "Accounting" shall mean a complete record of all the financial
transactions, accompanying spreadsheets, and records and these shall be
prepared and maintained by the management team of Singapore Co. in
accordance with generally accepted accounting principles.
1.10 "Account A" shall mean the Citibank account set up in the name of Singapore
Co. which will require at least one signatory from each of Online and Chong
& Tan, see Exhibit 3.9.1 attached to this Agreement, before any monies can
be transferred out of this account. All revenues received by Singapore Co.
are to be deposited into this account.
1.11 "Account B" shall mean the Citibank account set up in the name of Singapore
Co. to which any two signatories from either Online and/or Singapore Co.,
see Exhibit 3.9.1 attached to this Agreement, may sign for any banking
transaction.
1.12 "Salaries and Operating Expenses" shall mean those direct expenses of
Singapore Co. and shall include Singapore Co. salaries and staff related
expenses, all travel and transportation expenses, office rental, office
equipment and fixture maintenance, amortization and depreciation charges,
telecommunication expenses, utilities charges and auditing/accounting
expenses. The budget for Salaries and Operating Expenses of Singapore Co.
shall be capped at Twenty-Five percent (25%) of its Revenues.
The following expenses are not Operating Expenses and are expenses that
Chong & Tan have no control over. These include all payments to Online and
its preview speakers, closers, workshop instructors and hosts. Also,
excluded from Operating Expenses are payments to call centers,
advertising/media companies, hotel and materials expenses and sales and
other taxes incurred directly for the previews and workshops.
2
1.13 "Standard Workshop" shall mean the regularly scheduled, one (1) or two (2)
day online investing workshops at which the students pay at the standard
rate of Two Thousand Four Hundred Ninety Five and no/100 United States
Dollars (US $2,495.00) or Three Thousand Four Hundred Ninety Five and
no/100 United States Dollars (US $3,495.00) respectively or such other
rates as may apply from time to time, all monies earned from said events
shall be deposited in Account A.
1.14 "Non Standard Workshop" shall mean those workshops that are not regularly
scheduled, distinct from the Standard Workshop defined above, but occur
from time to time in accordance with demand, the price per student will be
determined by negotiation contingent on the specifics of each event, all
monies earned from said events shall be deposited in Account A.
1.15 "Party" shall mean either one of Online or Chong or Tan, or collectively as
the "Parties". The Parties may also be referred to in this Agreement as
"Joint Venturers" or singularly as a "Joint Venturer".
Article 2.
Formation of Joint Venture
--------------------------
2.1 Name of Joint Venture. The name of this Joint Venture shall be Online
Investors Advantage Asia Pacific Private Limited, a Singapore company
("Singapore Co.").
2.2 Purposes of Joint Venture. The purposes of this Joint Venture shall be:
2.2.1 To enter into an exclusive relationship under which Online and
Chong & Tan will pool their resources, expertise and capital to
facilitate the growth of Online's business in the Asian
marketplace.
2.2.2 To further this growth in the Asian marketplace, the Parties will
form and operate under Online Investors Advantage Asia Pacific
Private Limited, a Singapore Company ("Singapore Co."), which
will be the vehicle by which Online's business in Asia is
expanded with the initial focus areas being, but not limited to
Singapore, Malaysia, Brunei and Hong Kong.
2.3 Ownership Interest. The ownership of Singapore Co. shall initially be as
follows:
2.3.1 For Online's initial capital contribution as set forth in Section
3.3.1.1, Online shall own Seventy-Five percent (75%) of the
capital stock of Singapore Co.
2.3.2 For Chong & Tan's initial capital contribution as set forth in
Section 3.3.1.2 Chong & Tan shall own Twenty-Five percent (25%)
of the capital stock of Singapore Co. to be held on an equal
basis individually (12.5% each).
3
2.3.3 Online agrees to sell to Chong & Tan Five Percent (5%) of the
capital stock of Singapore Co. at a price of One Singapore Dollar
(S $1) per share from its holding should Singapore Co. apply for
and successfully receive Pioneer Service Company Status from the
Singapore Government.
2.4 Exclusive Relationship. It is expressly acknowledged and agreed by Online
and Chong & Tan that all opportunities in Asia similar to the existing
business of Online as described above, identified and/or reviewed by either
Online, Singapore Co. or Chong & Tan individually shall be subject to this
Agreement. As such, notwithstanding the nature of the opportunity, or the
entity and/or individuals who actually discover the opportunity, the
Parties shall be entitled to pursue the opportunity through its Singapore
Co. entity.
Article 3.
Formation of Singapore Co.
--------------------------
3.1 Company Formation. Pursuant to this Agreement, Singapore Co., which has
been formed, will be the vehicle by which Online's business in Asia will be
expanded progressively by this Joint Venture, with the initial focus areas
being Singapore, Malaysia, Brunei and Hong Kong.
3.1.1 Form. The Singapore Co. shall be organized as a Singapore
Corporation under the laws of Singapore.
3.1.2 Name. The name of the company shall be: Online Investors
Advantage Asia Pacific Private Limited, a Singapore Company.
3.2 Governance of Singapore Co.
3.2.1 Chong & Tan will be responsible for the role of resident
executive director.
3.2.2 The composition of Singapore Co.'s Board of Directors shall
initially be comprised of Three (3) members and is to be filled
as follows based on percentage of total Shares held:
3.2.2.1 Online: Shall fill Two (2) seats, and will choose the
Chairman ("Online Directors").
3.2.2.2 Chong & Tan: Shall fill One (1) seat to be the Secretary.
4
3.2.2.3 One member of the board to be filled by Online shall be a
Co-CEO of Online, this position is initially to be filled by
Xxxx Xxxxxxx. This position will also be the Chairman of the
Board. The second member of the board to be filled by Online
shall be a Vice President of Global Business Development for
Online. The member of the Board chosen by Chong & Tan will
be the Secretary of the Board and will initially be filled
by Hon Xxxxx Xxxxx.
3.2.3 Authority of the Board of Directors:
3.2.3.1 To oversee the disbursement of the Distributable Profits of
Singapore Co.
3.2.3.2 To evaluate the performance made by Singapore Co.
3.2.4 Voting. Each member of the Singapore Co. Board shall have one (1)
vote. All Board resolutions shall be approved by a two-thirds
(2/3) vote of those present at the meeting of which at least two
(2) must be Online Directors present in person, by telephony, or
via an approved circular resolution with at least two Online
Directors' signatures, one of which shall be that of the
Chairman.
3.3 Funding and Ownership. Singapore Co. shall be funded, as follows:
3.3.1 Initial Capital:
3.3.1.1 Online's initial capital contribution shall be a total of
Seventy-Five Thousand and no/100 Singapore dollars (S
$75,000.00) in cash.
3.3.1.2 Chong & Tan's initial capital contribution shall be a total
of Twenty-Five Thousand and no/100 Singapore dollars (S
$25,000.00) in cash.
3.3.2 Ownership of Singapore Co.
3.3.2.1 Online shall own Seventy-Five percent (75%) of Singapore Co.
3.3.2.2 Chong & Tan shall own Twenty-Five percent (25%) of Singapore
Co.
3.4 Management Team. The Management Team will consist of Chong and Tan, who
will report to Online, and shall be employed to oversee the business
operations of Singapore Co. Hon Xxxxx Xxxxx will serve initially as the
President of Singapore Co. and Xxxx Xxx will serve initially as the
Executive Vice President of Singapore Co. The total compensation for these
positions will be paid out from the Revenues utilized for the Company's
Salaries and Operating Expenses, and therefore shall not to exceed
Twenty-Five percent (25%) of total Revenues. The Singapore Co. Board shall
mutually approve all senior executive hires thereafter, such as, positions
equivalent to the chief executive officer and chief financial officer.
5
3.5 Identification and Staffing. Online shall authorize the use of its name and
contribute services to Singapore Co., as follows:
3.5.1 Online authorizes Singapore Co. to use the name, "Online
Investors Advantage" in all advertising and promotion of
Singapore Co Ventures, subject to Online's prior review and
approval of all proposed materials and/or promotions, which
approval shall not be unreasonably withheld.
3.5.2 Singapore Co. will be responsible for its own staffing needs,
however all Preview Speakers and Workshop Instructors will be
approved and authorized solely and exclusively by Online. Online
shall provide Singapore Co. with Previews Speakers and Workshop
Instructors, at its standard rates. Travel expenses are to be
paid for by Singapore Co.
3.5.3 Online will assist Singapore Co. in the development of a
telemarketing center for Asia when approved by the Board of
Singapore Co.
3.5.4 Online will also provide Singapore Co. with the necessary
educational materials on investing in the United States stock
markets at a purchase price of Three Hundred and Fifty United
States dollars (US $350.00) per Standard Workshop student. Online
will provide Singapore Co. all other educational materials at a
purchase price to be agreed upon in the future. All materials
Singapore Co. helps Online to procure or produce in Asia will be
paid for directly by Online or re-imbursed by Online when they
are paid on its behalf by Singapore Co.
3.6 Disbursement of Profits. Singapore Co. will disburse not less than
Seventy-Five percent (75%) of its Distributable Profits derived from
operations directly to its Shareholders in an annual distribution each year
in December, or from time to time, as the board deems necessary. The
balance of the Distributable Profits derived from operations shall be spent
on infrastructure, investment and R&D items for Singapore Co. as approved
by the Board. The Board will have sole discretion in determining the
amounts to be distributed annually.
3.7 Budget. The Management Team of Singapore Co. shall develop, and submit to
the Singapore Co. Board for approval, an annual budget and statement of use
of funds. ("Salaries and Operating Expenses") This annual budget and
statement of use funds for use directly by Singapore Co. shall not exceed
Twenty-Five percent (25%) of the revenues generated by the company. Further
monthly operations expense budgets will be submitted to Online as set forth
below in Section 3.9.4.
3.8 Modification. All material departures or changes from the aforementioned
disbursement schedule and/or approved budget will require the prior written
approval of the both the Singapore Co. and Online.
3.9 Banking. Two bank accounts shall be established in the name of Singapore
Co. and both shall be maintained at Citibank.
6
3.9.1 The First account shall be the account into which all sales
revenue received by Singapore Co. are deposited ("Account A").
This account can only be accessed with authorization of two (2)
individuals, one (1) individual must be a representative of
Online and one (1) individual must be a representative of Chong &
Tan. For a list of authorized signatories for both entities on
Account A see Exhibit 3.9.1.
3.9.2 The Second account will be operated by any two (2) authorized
signatories from Online and Singapore Co. ("Account B"). Money
will be transferred at the end of each month or from time to time
with the approval of Online from Account A.
3.9.3 All checks drawn on the Account B in excess of Ten Thousand
United States Dollars (US $10,000.00) must also be signed by an
authorized representative of both Singapore Co. and Online.
3.9.4 By the 20th day of each month, Singapore Co. will produce for
Online a schedule of its estimated expenses for the next upcoming
month. Online will review this schedule and deposit money from
the Account A into the Account B for these expenses.
3.9.5 Singapore Co. will provide monthly statements of both accounts,
Account A and Account B, to Online.
3.10 Accounting. The management team of Singapore Co. shall be responsible for
the management and financial affairs of Singapore Co., in accordance with
the following:
3.10.1 No expenditures or liabilities shall be made in the name or on
the credit of the Singapore Co. exceeding Ten Thousand United
States Dollars (US $10,000.00) per month, without the express
written consent of Online.
3.10.2 At all times during the continuance of Singapore Co., accurate
books of account shall be maintained in accordance with generally
accepted accounting procedures in which all matters relating to
this Joint Venture shall be entered. The books of account shall
be open to examination by Online or its agent upon reasonable
notice.
3.10.3 A complete accounting of the operation of Singapore Co. shall be
rendered as of the close of business each calendar month to each
Party hereto within Ten (10) days after the close of each month
utilizing generally accepted accounting procedures.
3.10.4 Singapore Co. funds shall only be disbursed to cover actual
expenses as they are incurred. Any excess funds shall be
proratably distributed upon termination of the Joint Venture to
the Joint Venturers after all debts, liabilities and obligations
of the Joint Venture have been satisfied.
7
Article 4.
Prohibited Transactions
-----------------------
The Parties to this Agreement are prohibited from engaging in the following
transactions:
4.1 Name. During the term of this Agreement, no Party shall use the name of the
Joint Venture except as specifically authorized in this Agreement.
4.2 Joint Venturers' Confidential Information. The Joint Venturers possess
certain confidential information regarding their respective business
affairs, plans or activities ("Information"). Said Information includes,
but is not limited to, trade secrets, proprietary information, business
strategies, shareholder names, customer names, marketing plans, supplier
names, costs, applications, specifications, software, formulas, plans,
designs, and manufacturing procedures. During the term of this Agreement,
each Party agrees to disclose this Information to the other Party as the
Party deems necessary in its sole discretion for the sole purpose of
performance under this Agreement. The Parties agree to utilize such
Information only for the purposes described herein, and to otherwise hold
such Information confidential pursuant to the terms of this Agreement and
subject to the following conditions:
4.2.1 To hold all Information in trust and confidence and agree it
shall be used only for the contemplated purpose and shall not be
used for any other purpose or disclosed to any other third party.
4.2.2 The obligations of non-disclosure and non-use shall be for two
(2) years from the date of disclosure of the Information.
4.2.3 It is understood the foregoing obligations of confidentiality and
non-use shall not apply to any Information known by the Parties
prior to disclosure under this Agreement, generally known to the
public as may be required by law to be disclosed or become public
knowledge through no fault of the Parties, or disclosed to the
Parties by a third party having a legal right to make such
disclosure.
4.3 Non-Competition Agreement. As a condition to entering into this Agreement
Chong & Tan will execute Agreements, which state that, they agree not to
compete with Singapore Co. or Online in any of the marketplaces which
Singapore Co. and Online conduct business for a period of two (2) years
following the termination of their involvement with Singapore Co. This
includes any type of solicitation of Online's current employees, use of any
customer lists, vendors, or current clients.
4.4 Conduct. During the term of this Agreement, no Party shall:
8
4.4.1 Do any other act or deed with the intention of harming the
business operations of the other Party.
4.4.2 Do any act contrary to this Agreement, except with the prior
express written approval of the other Party.
4.4.3 Do any act that would make it impossible to carry on the intended
purpose of this Agreement.
Article 5.
Right of First Refusal
----------------------
5.1 Transfers/Sales. Any transfer or sale of the ownership interest in
Singapore Co. by the Joint Venturers to a third party shall be regulated as
follows:
5.1.1 The Parties to this Agreement agree that any binding instrument
with a third party for the sale or transfer of all or part of a
Joint Venturer's ownership interest in Singapore Co. shall be
subject to a Right of First Refusal of the other Joint Venturer.
Such Right of First Refusal shall entitle the other Joint
Venturer to acquire the offered shares at the price and on the
terms and conditions no less favorable than those contained in
such instrument by serving written notice to the selling Party
within thirty (30) days after receipt of the copy of such
instrument, which may be sent by facsimile.
5.1.2 Absent exercise of such Right of First Refusal by the other Party
to this Agreement, the third party transaction may proceed to
closing without amendment of any price or other material term
immediately following expiration of the thirty (30) day notice
period.
5.1.3 Co-sale. Should Online be the selling Party, it agrees to offer
the sale of the shares together with those of Chong & Tan, if
Chong & Tan so indicated in writing to Online of their wish, to
the third party.
Article 6.
Termination or Winding up of Joint Venture
-------------------------------------------
6.1 Termination. This Joint Venture shall commence on execution of this
Agreement and shall continue until the first of any of the following events
occur:
6.1.1 A review of the Singapore Co. operation will be held six (6)
months after the beginning of operations, and at six (6) month
increments following to review its viability. It will be at the
sole discretion of Online to decide at this review if the Joint
Venture is financially viable and/or profitable. Should Online
decide the Joint Venture not to be financially viable and/or
profitable they may terminate the Joint Venture at this point.
9
6.1.2 Termination on Occurrence of Stated Events: This Agreement will
terminate automatically on the occurrence of any of the following
events:
6.1.2.1 A two thirds (2/3) vote of the Singapore Co. Board.
6.1.2.2 Any voluntary or involuntary assignment or transfer by
either Party hereto, without the consent of the other Party
hereto, of its interest in this Joint Venture;
6.1.2.3 A material change in either Party's ability to perform under
this Agreement for a period of Forty-Five (45) consecutive
days, however if this inability to perform is due to medical
reasons then Ninety (90) consecutive days.
6.1.2.4 Dissolution, termination of existence, insolvency, business
failure, appointment of a receiver, assignment for the
benefit of creditors, or the commencement of any proceeding
under any bankruptcy or insolvency law by or against either
Party to this Agreement.
6.1.3 Termination for Default: If any Party defaults in the performance
of this Agreement or materially breaches any of its provisions,
the non-breaching Party may terminate this Agreement by giving
written notification to the breaching Party. Said notice of
termination shall be effective immediately on receipt of notice
by the breaching Party, one (1) day after sending the notice by
facsimile, or Five (5) days after sending the notice by U.S. mail
in accordance with this Agreement, whichever occurs first. The
Party in default shall have Thirty (30) days after the notice of
termination is effective to cure the default. If the default is
not cured within said Thirty (30) days, this Agreement shall
automatically terminate. For the purposes of this paragraph,
material breach of this Agreement includes, but is not limited
to, the following:
6.1.3.1 Any Party's material breach of any representation or
agreement contained in this Agreement.
6.1.3.2 Any voluntary or involuntary assignment or transfer by
either Party hereto, without the consent of the other Party
hereto, of its interest in this Joint Venture.
6.1.4 Mutual Termination. The Parties may, at any time, mutually agree
to terminate this Agreement.
10
6.2 Winding Up. Upon termination, the activities of the Joint Venture shall be
wound up as quickly as reasonably possible, all debts, liabilities and
obligations shall be promptly paid, and any excess funds shall be
proratably distributed to the Joint Venturers. Online agrees to indemnify
Chong & Tan against any and all debts, liabilities, obligations and legal
actions against Singapore Co. should the occurrence of one of the above
stated events of termination occur due not to any fault of Chong & Tan.
Article 7.
General Provisions
------------------
7.1 Joint Venturers Not Agents. This Agreement does not constitute any Joint
Venturer as the agent or legal representative of the other Joint Venturer
for any purpose whatsoever. No Joint Venturer is granted any express or
implied right or authority by any other Joint Venturer to assume or to
create any obligation or responsibility on behalf of, or in the name of,
the other Joint Venturer, or to bind the other Joint Venturer in any manner
or thing whatsoever.
7.2 Notice of Claims. If during the term of this Agreement, any Joint Venturer
shall have reason to believe there may be a claim against itself or the
other Joint Venturer in respect of any transaction growing out of this
Agreement, it shall notify the other Joint Venturer in writing within
thirty (30) days after it knows, or has reason to know, the basis of any
such claim.
Failure to give the notice prescribed above shall relieve the other Joint
Venturer from any and all liability on any claim in respect to any
transaction growing out of this Agreement.
The provisions of this section shall survive the termination of any other
provisions of this Agreement.
7.3 Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Utah without regard to conflict of laws
provisions.
7.4 Attorneys' Fees. If this Agreement gives rise to a lawsuit or other legal
proceeding between any of the Parties hereto, the prevailing Party shall be
entitled to recover court costs, necessary disbursements (including without
limitation expert witnesses' fees) and reasonable attorneys' fees, in
addition to any other relief such Party may be entitled. This provision
shall be construed as applicable to the entire contract.
7.5 Injunctive Relief. Joint Venturers hereby agree the subject matter of this
Agreement is unique, unusual and extraordinary in nature such that it has a
peculiar value, the loss of which cannot be reasonably or adequately
compensated in damages in an action at Law. Each Joint Venturer, therefore,
expressly agrees that the other Joint Venturer, in addition to any other
rights or remedies which the other Joint Venturer may possess, shall be
entitled to injunctive and other equitable relief to prevent or remedy a
breach of this Agreement by a Joint Venturer.
11
7.6 Binding on Heirs. This Agreement shall be binding on and shall inure to the
benefit of the heirs, executors, administrators, successors, and assigns of
the Joint Venturers.
7.7 Jurisdiction/Venue. If any dispute arises out of this Agreement, it is
agreed that jurisdiction and venue shall lie exclusively in a competent
court in the County of Salt Lake, Utah, U.S.A.
7.8 Entire Agreement/Modification. This Agreement supersedes any and all other
agreements, either oral or in writing, between the Parties hereto with
respect to the subject matter hereof, and no other agreement, statement, or
promise relating to the subject matter of this Agreement which is not
contained herein shall be valid or binding. Any modification of this
Agreement will be effective only if it is in writing.
7.9 Assignment. No Joint Venturer shall have the right to assign any right or
interest arising under this Agreement without the prior written consent of
the other Joint Venturer.
7.10 Severability. If any provision in this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remaining
provisions shall nevertheless continue in full force without being impaired
or invalidated in any way.
7.11 Waiver. The waiver by any Party of any breach of a provision of this
Agreement by the other Party shall not constitute a continuing waiver or a
waiver of any subsequent breach of the same or of a different provision of
this Agreement. Except as otherwise specifically provided in this
Agreement, nothing contained herein shall be deemed to restrict or prevent
any Party from exercising legal or equitable rights or from pursuing legal
or equitable remedies in connection herewith.
7.12 Notices and Requests. Except as otherwise provided herein, any notice,
demand, or request required or permitted to be given hereunder shall be in
writing and shall be deemed effective Seventy-Two (72) hours after having
been sent via facsimile to the addressee at the office set forth in the
first paragraph of this Agreement.
7.13 Section Headings. The headings of the paragraphs of this Agreement have
been set forth for convenience only and are not intended to influence the
interpretation of this Agreement.
7.14 Construction. Each Party cooperated in the drafting of this Agreement. If
any construction is to be made of any provision of this Agreement, it shall
not be construed against either Party on the ground such Party was the
drafter of the Agreement or any particular provision.
7.15 Time is Of The Essence. Time is of the essence in this Agreement.
12
7.16 Entity Authorization. Each signatory of this Agreement represents and
warrants that this Agreement and the undersigned's execution of this
Agreement has been duly authorized and approved by the corporation's Board
of Directors, if necessary, or the governing board of the entity, if
necessary. The undersigned officers and representatives of the entities
executing this Agreement on behalf of the entities represent and warrant
they possess full authority to execute this Agreement on behalf of the
entities.
7.17 Execution By Facsimile. This Agreement may be executed by the Parties and
transmitted by facsimile. A facsimile signature of a Party shall be binding
as an original. If a Party sends a copy of the Agreement or part thereof
with that Party's signature by facsimile, that Party shall promptly send
the original by first class mail.
Facsimile Numbers:
Online: 0-000-000-0000
Chong: 00-000-0000
Tan: 00-000-0000
The Remainder of this Page was Intentionally Left Blank
13
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the date first written above.
ONLINE INVESTORS ADVANTAGE, INC.
/S/ Xxxx X. Xxxxxxx
---------------------------------
By: Xxxx X. Xxxxxxx
Its: Co-CEO
/S/ D. Xxxxx Xxxxx
---------------------------------
By: D. Xxxxx Xxxxx
Its: Co-CEO
CHONG & TAN
/S/ Hon Xxxxx Xxxxx
---------------------------------
By: Hon Xxxxx Xxxxx
/S/ Xxxx Lip Xxxx Xxx
---------------------------------
By: Xxxx Lip Xxxx Xxx
14
Exhibit 3.9.1
Authorized signatories for Account A
------------------------------------
Any two signatories required but at least One (1) signatory must be from Group 1
and One (1) signatory from Group 2
Group 1 Group 2
------- -------
Xx. Xxxx Xxxxxxx Mr. Hon Xxxxx Xxxxx
Mr. Xxxxx Xxxxx Mr. Xxxx Lip Xxxx Xxx
Mr. Xxxx XxXxx
Mr. Xxxxx Xxxxxx
Exhibit 3.9.2
Authorized signatories for Account B
------------------------------------
Xx. Xxxx Xxxxxxx
Mr. Xxxxx Xxxxx
Mr. Xxxx XxXxx
Mr. Xxxxx Xxxxxx
Mr. Hon Xxxxx Xxxxx
Mr. Xxxx Lip Xxxx Xxx
