EXHIBIT 10.13
ASSIGNMENT AGREEMENT
THIS AGREEMENT is made on the 9th day of February, 2000.
B E T W E E N:
xxxxxxxx.xxx (BVI) Limited., a corporation incorporated under the
laws of the British Virgin Islands whose registered address is
Akara Building, 00 Xx Xxxxxx Xxxxxx, Xxxxxxxx Cay I, Road Town,
Tortola, the British Virgin Islands (the "Assignor")
- and -
Rich Income International Limited, a corporation incorporated
under the laws of the British Virgin Islands with its principal
office located at 68th Floor, The Center, 00 Xxxxx'x Xxxx
Xxxxxxx, Xxxxxxx, Xxxx Xxxx SAR (the "Assignee")
- and -
POPstar Communications, Inc., a corporation incorporated under
the laws of the State of Nevada, the United States of America,
with its principal offices located at 000 Xxxx Xxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx ("POPstar")
- and -
TGI Technologies Ltd., a corporation incorporated under the laws
of the province of British Columbia, Canada, with its principal
offices located at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxx ("TGI")
- and -
POPstar Global Communications Inc., a corporation incorporated
under the laws of the British Virgins Islands with its principal
offices located at X.X. Xxx 0000, XXXX Xxxxxx, Xxxxxxx, Xxxxxxx
Xxxxxx Xxxxxxx ("POPstar-BVI")
- and -
Kemayan E.C. Hybrid Ltd., a corporation incorporated under the
laws of the British Virgin Islands, with its principal offices
located at 10th Floor, Menara Kemayan, 000 Xxxxx Xxxxxx, 00000
Xxxxx Xxxxxx, Xxxxxxxx ("KECH")
- and -
Trustee of the Xxxxxxxx Xxx Family Trust, who is presently Xxxxxx
Xxxx Xxx Xxxx of 2702-6 Lucky Commercial Xxxxxxxx, 000-0 Xxx
Xxxxx Xxxx Xxxx, Xxxx Xxxx SAR (the "First Substantial
Shareholder")
- and -
Trustee of the Xxxx XxXxxxxxx Family Trust, who is presently
Xxxxxx Xxxx Xxx Xxxx of 2702-6 Lucky Commercial Xxxxxxxx, 000-0
Xxx Xxxxx Xxxx Xxxx, Xxxx Xxxx SAR (the "Second Substantial
Shareholder")
(the First Substantial Shareholder and the Second Substantial
Shareholder being herein collectively referred to as the
"Substantial Shareholders")
RECITALS:
A. The Assignor has entered into a share subscription agreement with POPstar
dated the 2nd day of February, 2000 (the "Share Subscription Agreement");
B. The Assignor, POPstar, POPstar-BVI and TGI entered into a set off agreement
dated the 2nd day of February, 2000 (the "Set Off Agreement");
C. The Assignor, POPstar, KECH, and the Substantial Shareholders entered into
a nominee directors agreement dated the 2nd day of February, 2000 (the
"Nominee Directors Agreement");
D. The Assignor wishes to assign all its rights, title, interests and
obligations under each of the Share Subscription Agreement, the Set Off
Agreement and the Nominee Directors Agreement to the Assignee; and
E. Each of the other parties to the Share Subscription Agreement, the Set Off
Agreement and the Nominee Directors Agreement hereby consents and
acknowledges the Assignor's transfer of its rights, title, interests and
obligations to the Assignee.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum of
One ($1.00) Dollar of lawful money of the United States of America
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now paid by the Assignee to the Assignor and in consideration of the mutual
covenants and agreements hereinafter contained, the parties covenant and agree
with one another as follows:
1. The Assignor hereby irrevocably transfers and assigns to the Assignee, all
of the rights, title, interests and obligations of the Assignor under each
of the Subscription Agreement, the Set Off Agreement and the Nominee
Directors Agreement (collectively the "Purchase Agreements"). The Assignee
hereby acknowledges and agrees to such assignment and to assume the rights,
title, interests and obligations of the Assignor under the Purchase
Agreements and to be bound by the terms of each.
2.
(a) POPstar hereby acknowledges and consents to the assignment in respect
of the Share Subscription Agreement;
(b) POPstar, POPstar-BVI and TGI each hereby acknowledge and consent to
the assignment pursuant to in respect of the Set Off Agreement; and
(c) POPstar, KECH, the First Substantial Shareholder and the Second
Substantial Shareholder each hereby acknowledge and consent to the
assignment in respect of the Nominee Directors Agreement;
in accordance with the provisions of this agreement and the assumption by
the Assignee of all rights, title, interests and obligations of the
Assignor under the Purchase Agreements.
3. The Assignee and the Assignor covenant and agree, if required, to sign such
further and other documents and do and perform and cause to be done and
performed such further and other acts and things as may be necessary or
desirable in order to give full effect to this agreement.
4. The Assignor hereby directs POPstar and POPstar hereby acknowledges that
any and all notices and other communications, to be made now and in the
future, in accordance with Section 7.5 of the Share Subscription Agreement,
shall be delivered and made to the Assignee effective as of the date of
this Agreement at:
Name: Rich Income International Limited
Address: 68th Floor,
The Center
00 Xxxxx'x Xxxx Xxxxxxx
Xxxxxxx
Xxxx Xxxx SAR
Telephone No.: (000) 0000-0000
Facsimile No.: (000) 0000-0000
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5. The parties acknowledge and agree that in the event of any conflict between
the terms of this agreement and the terms of the Purchase Agreements, the
terms of this agreement shall prevail. The parties confirm that, other than
the amendments set out in this agreement, each of the Purchase Agreements
remain in full force and effect.
6. This agreement shall be governed by and construed in accordance with the
laws of the State of Nevada, the United States of America, without regard
to any provisions thereof relating to conflicts of laws principles thereof.
7. This assignment shall inure to the benefit and be binding upon the parties
hereto and their respective heirs, executors, administrators and assigns.
8. This agreement may be executed in any number of counterparts (including by
facsimile), each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.
IN WITNESS WHEREOF the parties have duly executed this agreement this 9th
day of February, 2000.
XXXXXXXX.XXX (BVI) LTD.
By: /s/ Xxxxxx Xx
---------------------------------
Director
---------------------------------
Title
RICH INCOME INTERNATIONAL LIMITED
By: /s/ Xxxxxx Xx
---------------------------------
Director
---------------------------------
Title
POPSTAR COMMUNICATIONS, INC.
By: /s/ Xxxx XxXxxxxxx
---------------------------------
Xxxx XxXxxxxxx
---------------------------------
Title President
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TGI TECHNOLOGIES LTD.
By: /s/ Xxxxxxxx Xxx
---------------------------------
Xxxxxxxx Xxx
---------------------------------
Title Chairman
POPSTAR GLOBAL COMMUNICATIONS INC.
By: /s/ Xxxxxxxx Xxx
---------------------------------
Xxxxxxxx Xxx
---------------------------------
Title Director
KEMAYAN E.C. HYBRID LTD.
By: /s/ Yong Kiat Xxxxxx Xxxx
---------------------------------
YONG KIAT XXXXXX XXXX
---------------------------------
Title Director
XXXXXX XXXX XXX XXXX in his capacity as
trustee of the Xxxxxxxx Xxx Family Trust
By: /s/ [illegible]
---------------------------------
---------------------------------
Title
XXXXXX XXXX XXX XXXX in his capacity as
trustee of the Xxxx XxXxxxxxx Family Trust
By: /s/ [illegible]
---------------------------------
---------------------------------
Title
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