1 (Exhibit 1.1)
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT ("Agreement"), dated as of September 28, 2001
by and between CREATIVE TECHNOLOGIES HOLDINGS, INC., a Nevada corporation
("SELLER"), and NETSAT HOLDINGS, LTD., a foreign corporation (hereinafter
individually and collectively "PURCHASER").
WITNESSETH
WHEREAS, SELLER desires to sell One Million Six Hundred Thousand
(1,600,000) shares of its common stock, $.001 par value per share (the
"Shares") to PURCHASER on the terms and conditions set forth in this
Agreement; and
WHEREAS, PURCHASER desires to buy the Shares on the terms and
conditions set forth herein;
NOW THEREFORE, in consideration of the promises and respective mutual
agreements herein contained, it is agreed by and between the parties hereto
as follows:
ARTICLE 1
SALE AND PURCHASE OF THE SHARES
1.1 Sale of the Share. Upon the execution of this Agreement as
provided in Section 3.1 hereto (the "Closing"), SELLER shall sell to PURCHASER
and PURCHASER shall purchase from SELLER, the Shares. Concurrently, SELLER
shall issue and deliver a certificate or certificates representing the Shares
to PURCHASER.
1.2 Consideration and Payment for the Shares. In consideration for
the sale and issuance of the Shares, PURCHASER shall pay a purchase price in
the form of a cancellation of indebtedness equal to $0.96 per share owed to
PURCHASER, for the total purchase price of $1,537,242 ("Purchase Price").
ARTICLE 2
REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER
2.1 Representations and Warranties. The SELLER hereby represents and
warrants that:
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(a) SELLER is a corporation duly incorporated, validly existing and,
at the closing, in good standing under the laws of the State of
Nevada and has the corporate power and authority to own or lease
its properties and to carry on business as now being conducted.
(b) At the closing, the authorized capital stock of SELLER shall
consist of 25,000,000 shares of $0.001 par value common stock, of
which not to exceed 12,600,000 shares of common stock are issued and
outstanding. All said shares are validly issued, fully paid and
non-assessable.
(c) SELLER has, or prior to the closing, will furnish to Shareholder
audited financial statements as of December 31, 2000. All of said
financial statements, (i) are in accordance with SELLER's books and
records, (ii) present fairly and financial position of SELLER as of
such dates, and its results of operations and changes in financial
position for the respective periods indicated, (iii) have been
prepared in conformity with generally accepted accounting principles
applied on a consistent basis, and (iv) consistent with prior
business practice, contain adequate reserves for all known or
contingent liabilities, losses and refunds with respect to
services or products already rendered or sold.
(d) From the date of the Financial Statements to the Closing Date,
there has been no material change in the properties, assets,
liabilities, financial condition, business, operations, affairs or
prospects of SELLER from that set forth or reflected in the Financial
Statements, other than changes in the ordinary course of business,
none of which have been, either in any case or in the aggregate,
materially adverse.
(e) SELLER has the power to enter into this Agreement, and this
Agreement, when duly executed and delivered, will constitute the
valid and binding obligation of SELLER. This Agreement constitutes
the legal, valid and binding obligation of SELLER enforceable in
accordance with its terms.
(f) The execution and delivery by SELLER of this Agreement and the
consummation of the transaction herein contemplated, (i) will not
conflict with, or result in a breach of the terms of, or constitute
any default under or violation of, any law or regulation of any
governmental authority, or the Articles of Incorporation or By-Laws
of SELLER, or any material agreement or instrument to which SELLER is
a party or by which it is bound or is subject; (ii) nor will it give
to others any interest or rights, including rights of termination,
acceleration or cancellation, in or with respect to any of the
properties, assets, agreements, leases, or business of SELLER.
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(g) The records of meetings and other corporate actions of SELLER
(including any committees of the Board) which are contained in the
Minute Books of SELLER contain complete and accurate records of the
matters reflected in such minutes.
(h) SELLER is not a party to, and there are not any claims, actions,
suits, investigations or proceedings pending or threatened against
SELLER or its business, at law or in equity, or before or by any
governmental department, commission, board, bureau, agency, or
instrumentality, domestic or foreign, which if determined adversely
would have a material effect on the business or financial condition
of SELLER or the ability of SELLER to carry on its business. The
consummation of the transactions herein contemplated will not
conflict with or result in the breach or violation of any judgment,
order, writ, injunction or decree of any court or governmental
department, commission, board, bureau, agency or instrumentality,
domestic or foreign.
(i) SELLER has taken reasonable care to ensure that all disclosures and
facts are true and accurate, and that there are no other material
facts, the omission of which would make misleading any statement
herein. Further, to the best of SELLER's knowledge, no
representation, warranty or agreement made by SELLER in this
agreement or any of the Schedules or any other Exhibits hereto and
no statement made in the Schedules or any such Exhibit, list,
certificate or schedule or other instrument or disclosure furnished
by them in connection with the transactions herein contemplated
contains, or will contain, any untrue statement of a material fact
necessary to make any statement, representation, warranty or
agreement not misleading.
(j) Prior to Closing, the SELLER shall have prepared such documents
required to qualify the issuance of the Shares in accordance with
Regulation S, promulgated under the Securities Act of 1933, as
amended, and shall have taken all other necessary action and
proceedings as may be required and permitted by applicable law, rule
and regulation for the legal and valid issuance of the Shares to the
PURCHASER or subsequent holders. The SELLER represents and
warrants that the Shares may be issued as securities without
restrictive legend or other restriction on transfer pursuant to
Regulation S. The SELLER is relying upon the truth and accuracy of
the representations, warranties, agreements, acknowledgments and
understandings of PURCHASER set forth herein in order to determine
the applicability of such exemptions and the suitability of
PURCHASER to acquire the Shares.
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2.2 Representations and Warranties. The PURCHASER hereby represents
and warrants that:
(a) The PURCHASER has full right, power and authority to enter into
this Agreement and to carry out and consummate the transaction
contemplated herein This Agreement constitutes the legal, valid
and binding obligation of PURCHASER.
(b) The Purchaser has been given the opportunity to ask questions of
and to receive answers from persons acting on each of the SELLERS'
behalf concerning the terms and conditions of this transaction and
also has been given the opportunity to obtain any additional
information which each of the SELLERS' possess or can acquire
without unreasonable effort or expense. As a result PURCHASER is
cognizant of the financial condition, capitalization, use of
proceeds from this financing and the operations and financial
condition of SELLER has available full information concerning their
affairs and has been able to evaluate the merits and risks of the
investment in the Shares; and
(c) The Purchaser agrees:
i. All offers and sales of the securities prior to the
expiration of the distribution compliance period of Regulation S
(Rule 901 and 905, and Preliminary Notes) shall have offering
restrictions imposed;
ii. The offer or sale, if made prior to the expiration of a one-
year distribution compliance period, is not made to a U.S. person
or for the account or benefit of a U.S. person; and
iii. The offer or sale, if made prior to the expiration of a
one-year distribution compliance period, will be made pursuant to
the following conditions:
1. The purchaser of the securities (other than a
distributor) certifies that it is not a U.S. person and is
not acquiring the securities for the account or benefit of
any U.S. person or is a U.S. person who purchased securities
in a transaction that did not require registration under the
Act.
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2. The purchaser of the securities agrees to resell such
securities only in accordance with the provisions of
Regulation S (Rule 901 through Rule 905, and Preliminary
Notes), pursuant to registration under the Act, or pursuant
to an available exemption from registration; and agrees not
to engage in hedging transactions with regard to such
securities unless in compliance with the Act;
3. The securities of the Seller contain a legend to the
effect that transfer is prohibited except in accordance with
the provisions of Regulation S (Rule 901 through Rule 905,
and Preliminary Notes), pursuant to registration under the
Act, or pursuant to an available exemption from registration;
and that hedging transactions involving those securities may
not be conducted unless in compliance with the Act; and
4. The Company is required, either by contract or a provision
in its bylaws, articles, charter or comparable document, to
refuse to register any transfer of securities not made in
accordance with the provisions of Regulation S (Rule 901
through Rule 905, and Preliminary Notes) pursuant to
registration under the Act, or pursuant to an available
exemption from registration; provided, however, that if the
securities are in bearer form or foreign law prevents the
Seller from refusing to register securities transfers, other
reasonable procedures are implemented to prevent any
transfer of the securities not made in accordance with the
provisions of this Regulation S.
(d) For offers and sales of equity securities of domestic issuers, not
to engage in hedging transactions with regard to such securities
prior to the expiration of the distribution compliance period
specified in (a) above, unless in compliance with the Act.
ARTICLE 3
CLOSING AND DELIVERY OF DOCUMENTS
3.1 Closing. The Closing shall take place on September 28, 2000, at
0000 Xxxx xx Xxxxxxx Tower, 00 Xxxxxxxx Xxxx, Xxxxxxx Xxxx Xxxx, or at such
other time or place outside of the United States of America as the parties
may agree. Subsequent to the signing and at the Closing, the following shall
deem to occur as a single integrated transaction:
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(a) SELLER shall deliver or cause its transfer agent to deliver to the
PURCHASER the stock certificate required by Section 1.1.
(b) SELLER shall deliver, or cause to be delivered, to the PURCHASER
such instruments, documents and certificates as are required to be
delivered by SELLER or its representatives pursuant to the
provisions of this Agreement.
(c) The PURCHASER shall deliver, or cause to be delivered, to SELLER
such instruments, documents and certificates as are required to be
delivered by the PURCHASER or its representatives to reflect the
cancellation of indebtedness pursuant to the provisions of this
Agreement and to reflect the reduction of the obligation owed by
SELLER to PURCHASER.
ARTICLE 4
TERMINATION
4.1 Termination. Notwithstanding anything to the contrary contained
in this Agreement, this Agreement may be terminated and the transactions
contemplated hereby may be abandoned at any time prior to delivery of the
Purchase Price solely by the mutual consent of all of the parties.
ARTICLE 5
MISCELLANEOUS
5.1 Partial Invalidity. If any term or provision of this Agreement or
the application thereof to any person or circumstances shall, to any extent,
be invalid or unenforceable" the remainder of this Agreement or the
application of such term or provision to persons or circumstances other than
those to which it is held invalid or unenforceable, shall not be affected
thereby, and each such term and provision of this Agreement shall be valid and
be enforced to the fullest extent permitted by law.
5.2 Waiver. No waiver of any breach of any covenant or provision
herein contained shall be deemed a waiver of any preceding or succeeding breach
thereof, or of any other covenant or provision herein contained. No extension
of time for performance of any obligation or act shall be deemed and extension
of the time for performance of any other obligation or act.
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5.3. Notices. All notices or other communications required or
permitted hereunder shall be in writing, and shall be sent by registered or
certified mail, postage prepaid, return receipt requested, and shall be deemed
received upon mailing to the addresses set forth on the signature page. Notice
of change of address shall be given by written notice in the manner detailed in
this subparagraph 5.3.
5.4 Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the permitted successors and assigns of the parties
hereto.
5.5 Attorneys' Fees. In the event of the bringing of any action or
suit by a party hereto against another party here- under by reason of any
breach of any of the covenants, agreements or provisions on the part of the
other party arising out of this Agreement, then in that event the prevailing
party shall be entitled to have and recover of and from the other party all
costs and expenses of the action or suit, including actual attorney's fees,
accounting fees, and other professional fees resulting therefrom.
5.6 Entire Agreement. This Agreement is the final expression of, and
contains the entire agreement between, the parties with respect to the
subject matter hereof and supersedes all prior understandings with respect
thereto. This Agreement may not be modified, changed, supplemented or
terminated, nor may any obligations hereunder be waived, except by written
instrument signed by the party to be charged or by his agent duly authorized
in writing or as otherwise expressly permitted herein. The parties do not
intend to confer any benefit hereunder on any person, firm or corporation
other than the parties hereto.
5.7 Time is of the Essence. The parties hereby acknowledge and
agree that time is strictly of the essence with respect to each and every
term, condition, obligation and provision hereof and that failure to timely
perform any of the terms, conditions, obligations or provisions hereof by
either party shall constitute a material breach of and non-curable (but
waivable) default under this Agreement by the party so failing to perform.
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5.8 Headings. Headings at the beginning of each paragraph are
solely for the convenience of the parties and are not a part of the
Agreement. Whenever required by the context of this Agreement, the singular
shall include the plural and the masculine shall include the feminine.
This Agreement shall not be construed as if it had been prepared by one of
the parties, but rather as if both parties had prepared the same. Unless
otherwise indicated, all references to paragraphs and subparagraphs are to
this Agreement. In the event the date on which any party is required to
take any action under the terms of this Agreement is not a business day,
the action shall be taken on the next succeeding day.
5.9 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original and all of which taken
together shall constitute one instrument.
5.10 Choice of Law. The parties hereto expressly agree that this
Agreement shall be governed by, interpreted under, and construed and
enforced in accordance with the laws of the Nevada.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement and
deemed it executed and delivered on September 28, 2001.
CREATIVE TECHNOLOGIES HOLDINGS, INC.
By: _______________________________
Xxxxx Xxxxxxxx
President
(continued on next page)
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NETSAT HOLDINGS, LTD.
By: _______________________________
Xxxxx Xxxxxxxx
Address: Wickhams Cay 1
P.O. Box 362
Road Town, Tortola
British Virgin Islands
I, Xxxxx Xxxxxxxx, solemnly and sincerely declare that I have entered
into this Stock Purchase Agreement on behalf of Netsat Holdings, Ltd., and
I make this solemn declaration conscientiously believing the same to be true
and by virtue of the Oaths and Declarations Ordinance.
Declare at __________, this 28th day of September, 2001.
______________________
Xxxxx Xxxxxxxx
On this 28th day of September in the year 2001 before me,
__________________________, a justice, notary, commissioner or other
person authorized, personally appeared Xxxxx Xxxxxxxx, proved to me to be the
person whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his authorized capacity, and that by his
signature on the instrument, the person or the entity upon behalf of which
the person acted, executed the instrument.
Declared at _________________, this 28th day of September, 2001.
Before me
_____________________________
[Signature and designation]
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