EXHIBIT 10
SHARE PURCHASE AGREEMENT
THIS AGREEMENT is entered into this 20th day of July, 2001.
BETWEEN:
XXXXXX XXXXXX, Businessman, of Xxxxx 000, 0000 Xxxxxx Xxxxx,
Xxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
(the "Purchaser")
AND:
XXXXX XXXXXXXXX XXXXXX, Businessman, of Xxxx. Xxxxxxx #00,
Xxxxx Xxxxxxxxxxx y Londres, Col. Centenario, Hermosillo,
Sonora, Mexico CP 83260
(the "Vendor")
WHEREAS:
X. Xxxx Computer Corporation (the "Company") is a body corporate formed
pursuant to the laws of the State of Delaware and engaged in the
business of providing web site hosting, web site domain name
registration and internet telecommunications services;
B. The Vendor is the registered and beneficial owner of 7,210,550 shares
of common stock of the Company;
C. Pursuant to terms of a Stock Pledge Agreement dated April 20, 2001
between the Vendor, as Pledgor, and the Purchaser, as Pledgee, the
Vendor pledged to the Purchaser as security for a loan of USD$75,000
(the "Debt") a total of 6,487,500 shares of the Company's common stock
(the "Shares");
D. The Vendor is unable to repay the Debt;
E. The Vendor has now agreed to sell and the Purchaser has agreed to
purchase all of the Shares, subject to the terms and conditions of this
Agreement; and
F. The Purchaser has paid to the Vendor, as a deposit, the sum of
USD$10,000, against the purchase of the Shares.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises
and the mutual covenants, agreements, representations and warranties contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
Definitions
1.1 In this Agreement the following terms will have the following meanings:
(a) "Shares" means the 6,487,500 Common Shares to be transferred into the
name of the Purchaser at Closing;
(b) "Agreement" means this agreement between the Purchaser and the Vendor;
(c) "Bank Account Information" means the information regarding all of the
Company Bank Accounts, including the location, account numbers,
balances and signing authorities thereof as set forth in Schedule "A"
hereto;
(d) "Business" means all aspects of the business conducted by the Company,
including, without limitation, providing web site hosting, web site
domain name registration and internet telecommunications services;
(e) "Closing" means the completion, on the Closing Date, of the
transactions contemplated hereby in accordance with Article 7 hereof;
(f) "Closing Date" means the day on which all conditions precedent to the
completion of the transaction as contemplated hereby have been
satisfied or waived; provided that in no event shall the Closing Date
be later than August 6, 2001;
(g) "Common Shares" means all of the issued and outstanding shares of the
Company's common stock, par value $0.0001;
(h) "Company Accounts Payable and Liabilities" means all accounts payable
and liabilities of the Company due and owing as of the date hereof as
set forth in Schedule "B" hereto;
(i) "Company Accounts Receivable" means all accounts receivable and other
debts owing to the Company as of the date hereof;
(j) "Company Assets" means the undertaking and all the property and assets
of the Business of every kind and description wheresoever situated
including, without limitation, all machinery, equipment, furniture, and
furnishings used in the Business, inventory, the Company Material
Contracts, the Company Accounts Receivable, the Company Cash, the
Company Intangible Assets, and all credit cards, charge cards and
banking cards issued to the Company;
(k) "Company Bank Accounts" means all of the bank accounts of the Company;
(l) "Company Cash" means all cash on hand or on deposit to the credit of
the Company on the Closing Date;
(m) "Company Financial Statements" means the audited financial statements
of the Company for the fiscal period ended December 31, 2000 together
with the unqualified auditors' report thereon, and the unaudited
financial statements of the Company for the fiscal period ended March
31, 2001, all prepared in accordance with United States' generally
accepted accounting principles, copies of which are attached hereto as
Schedule "C";
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(n) "Company Intangible Assets" means all of the intangible assets of the
Company, including, without limitation, goodwill, all trademarks,
logos, copyrights, designs, and other intellectual and industrial
property;
(o) "Company Material Contracts" means the burden and benefit of and the
right, title and interest of the Company in, to and under all trade and
non-trade contracts, engagements or commitments, whether written or
oral, to which the Company is entitled in connection with the Business
including, without limitation, any loan agreements, security
agreements, indemnities and guarantees, any agreements with employees,
lessees, licensees, managers, accountants, suppliers, agents,
distributors, officers, directors, attorneys or others, and those
contracts listed in Schedule "D" hereto;
(p) "Debt" means the sum of $75,000 loaned by the Purchaser to the Vendor
pursuant to the terms of the Stock Pledge Agreement;
(q) "Deposit" means the sum of USD$10,000 paid by the Purchaser to the
Vendor against the purchase of the Shares;
(r) "Place of Closing" means the offices of the Purchaser or such other
place as the Purchaser and the Vendor may mutually agree upon;
(s) "Purchase Price" means the sum of $85,000;
(t) "Shares" means the 6,487,500 shares of the Company's common stock to be
sold by the Vendor to the Purchaser hereunder;
(u) "Stock Pledge Agreement" means the Stock Pledge Agreement dated April
20, 2001 between the Vendor, as Pledgor, and the Purchaser, as Pledgee;
and
(v) "Vendor's Option" means the option to acquire 200,000 shares of the
Company's common stock at a price of USD$0.25 per share granted to the
Vendor by the Company on September 30, 2000, which option is to be
terminated by the Vendor at Closing.
Any other terms defined within the text of this Agreement will have the meanings
so ascribed to them.
Captions and Section Numbers
1.2 The headings and section references in this Agreement are for convenience of
reference only and do not form a part of this Agreement and are not intended to
interpret, define or limit the scope, extent or intent of this Agreement or any
provision thereof.
Section References and Schedules
1.3 Any reference to a particular "Article", "section", "paragraph", "clause" or
other subdivision is to the particular Article, section, clause or other
subdivision of this Agreement and any reference to a Schedule by letter will
mean the appropriate Schedule attached to this Agreement and by such reference
the appropriate Schedule is incorporated into and made part of this Agreement.
The Schedules to this Agreement are as follows:
Information concerning the Company
Schedule "A" Bank Account Information
Schedule "B" Company Accounts Payable and Liabilities
Schedule "C" Company Financial Statements
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Schedule "D" Company Material Contracts
Schedule "E" Debts to Related Parties
Severability of Clauses
1.4 If any part of this Agreement is declared or held to be invalid for any
reason, such invalidity will not affect the validity of the remainder which will
continue in full force and effect and be construed as if this Agreement had been
executed without the invalid portion, and it is hereby declared the intention of
the parties that this Agreement would have been executed without reference to
any portion which may, for any reason, be hereafter declared or held to be
invalid.
ARTICLE 2
PURCHASE AND SALE OF SHARES
Sale of Shares
2.1 The Vendor agrees to sell to the Purchaser, and the Purchaser agrees to
purchase from the Vendor, the Shares at Closing subject to the terms and
conditions of this Agreement.
Consideration
2.2 In consideration of the sale of the Shares by the Vendor to the Purchaser,
the Purchaser agrees to pay to the Vendor at closing the sum of $85,000,
consisting of the forgiveness of the Debt and the Deposit, for a per share price
of $0.013.
Release
2.3 At Closing, the Purchaser, as Pledgee, agrees to release the Vendor from any
and all obligations to the Purchaser pursuant to the Stock Pledge Agreement or
the Debt.
Termination of Option
2.4 At Closing, the Vendor agrees to terminate the Vendor's Option.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
OF THE VENDOR
Representations and Warranties
3.1 The Vendor represents and warrants in all material respects to the
Purchaser, with the intent that the Purchaser will rely thereon in entering into
this Agreement and in completing the transactions contemplated hereby, that:
The Company - Corporate Status and Capacity
(a) Incorporation. The Company is a corporation duly incorporated
and validly subsisting under the laws of the State of Delaware,
and is in good standing with the office of the Secretary of
State for the State of Delaware;
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(b) Carrying on Business. The Company carries on business in Mexico and
does not carry on any material business activity in any other
jurisdiction. The Company has an office in Hermosillo, Mexico and in no
other locations. The nature of the Business does not require the
Company to register or otherwise be qualified to carry on business in
any other jurisdiction;
(c) Corporate Capacity. The Company has the corporate power, capacity and
authority to carry on the Business;
The Vendor - Capacity
(d) Capacity. The Vendor has the full right, power and authority to enter
into and complete this Agreement on the terms and conditions contained
herein and to transfer and cause the transfer of full legal, registered
and beneficial title and ownership of the Shares to the Purchaser;
(e) Sole Director and Officer. The Vendor is the sole director and officer
of the Company and has not agreed to appoint any other person to the
Board of Directors of the Company, save and except as provided for in
this Agreement;
The Company - Capitalization
(f) Authorized Capital. The authorized capital of the Company consists of
30,000,000 shares of common stock, par value $0.0001 (being the Common
Shares) and 5,000,000 shares of preferred stock, par value $0.0001;
(g) Ownership of Shares. The issued and outstanding share capital of the
Company will on Closing consist of 8,411,137 shares of common stock,
par value $0.0001 (being the Common Shares) and no shares of preferred
stock, which Common Shares on Closing shall be validly issued and
outstanding as fully paid and non-assessable shares. The Vendor will be
immediately prior to Closing the registered and beneficial owner of the
Shares free and clear of any and all liens, charges, pledges,
encumbrances, restrictions on transfer and adverse claims whatsoever
save and except for the Stock Pledge Agreement;
(h) No Option. No person, firm or corporation has any agreement or option
or any right capable of becoming an agreement or option for the
acquisition of the Shares or for the purchase, subscription or issuance
of any of the unissued shares in the capital of the Company, save and
except for the Vendor's Option which is to be terminated by the Vendor
at Closing;
(i) No Restrictions. The transfer of the Shares to the Purchaser will not
be restricted under the charter documents of the Company or under any
agreement, and will be permitted under all applicable laws and
regulations;
The Company - Records and Company Financial Statements
(j) Charter Documents. The charter documents of the Company have not been
altered since the incorporation of the Company, except as filed in the
record book of the Company;
(k) Books and Records. The books and records of the Company fairly and
correctly set out and disclose in all material respects the financial
position of the Company, and all material financial and other
transactions of the Company relating to the Business, including any and
all Company Material Contracts and any amendments thereto, have been
accurately recorded or filed in such books and records;
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(l) Bank Account Information. The Bank Account Information attached hereto
as Schedule "A" sets forth correctly the location, account numbers,
balances and signing authorities of all of the Company Bank Accounts.
The Company does not have any bank accounts other that those set forth
in Schedule "A";
(m) Company Financial Statements. The Company Financial Statements are true
and correct and present fairly and correctly the assets and liabilities
(whether accrued, absolute, contingent or otherwise) of the Company as
of the date thereof, and the sales and earnings of the Business during
the period covered thereby, in all material respects, and have been
prepared in substantial accordance with United States' generally
accepted accounting principles consistently applied;
(n) Reporting Status. The Common Shares have been registered pursuant to s.
12(g) of the Securities and Exchange Act of 0000 (Xxxxxx Xxxxxx);
(o) Securities and Exchange Commission Reports. The Company has filed all
reports, registrations and statements, together with any required
amendments thereto, that it was required to file with the U.S.
Securities and Exchange Commission;
(p) Company Accounts Receivable. All Company Accounts Receivable (if any)
are bona fide and are good and collectible without set-off or
counterclaim;
(q) Company Accounts Payable and Liabilities. There are no material
liabilities, contingent or otherwise, of the Company which are not
disclosed in Schedule "B", and the Company has not guaranteed or agreed
to guarantee any debt, liability or other obligation of any person,
firm or corporation. Without limiting the generality of the foregoing,
all accounts payable and liabilities of the Company are described in
Schedule "B" hereto;
(r) No Debt to Related Parties. The Company is not, and on Closing will not
be, materially indebted to the Vendor nor to any family member of any
of the Vendor, nor to any affiliate, director, officer or shareholder
of the Company or the Vendor except as set forth in Schedule "E"
hereto;
(s) No Related Party Debt to the Company. The Vendor is not indebted to or
under any financial obligation to the Company on any account
whatsoever;
(t) No Dividends. No dividends or other distributions on any shares in the
capital of the Company have been made, declared or authorized since the
date of the Company Financial Statements;
(u) No Payments. No payments of any kind have been made or authorized since
the date of the Company Financial Statements to or on behalf of the
Vendor or to or on behalf of officers, directors, shareholders or
employees of the Company or under any management agreements with the
Company;
(v) No Pension Plans. There are no pension, profit sharing, group insurance
or similar plans or other deferred compensation plans affecting the
Company;
(w) No Adverse Events. Since the date of the Company Financial Statements
(i) there has not been any material adverse change in the financial
position or condition of the Company, its liabilities or the
Company Assets or any damage, loss or other change in
circumstances materially affecting the Company, the Business or
the Company Assets or the Company's right to carry on the
Business, other than changes in the ordinary course of business,
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(ii) there has not been any damage, destruction, loss or other event
(whether or not covered by insurance) materially and adversely
affecting the Company, the Business or the Company Assets, if
any,
(iii) there has not been any material increase in the compensation
payable or to become payable by the Company to the Company's
officers, employees or agents or any bonus, payment or
arrangement made to or with any of them,
(iv) the Business has been and continues to be carried on in the
ordinary course,
(v) the Company has not waived or surrendered any right of material
value,
(vi) the Company has not discharged or satisfied or paid any lien or
encumbrance or obligation or liability other than current
liabilities in the ordinary course of business, and
(vii) no capital expenditures in excess of $1,000 individually or
$3,000 in total have been authorized or made;
The Company - Income Tax Matters
(x) Tax Returns. All tax returns and reports of the Company required by law
to be filed have been filed and are true, complete and correct, and any
taxes payable in accordance with any return filed by the Company or in
accordance with any notice of assessment or reassessment issued by any
taxing authority have been so paid;
(y) Current Taxes. Adequate provisions have been made for taxes payable for
the current period for which tax returns are not yet required to be
filed and there are no agreements, waivers, or other arrangements
providing for an extension of time with respect to the filing of any
tax return by, or payment of, any tax, governmental charge or
deficiency by the Company. The Vendor is not aware of any contingent
tax liabilities or any grounds which would prompt a reassessment
including aggressive treatment of income and expenses in filing earlier
tax returns;
The Company- Applicable Laws and Legal Matters
(z) Licences. The Company holds all licences and permits as may be
requisite for carrying on the Business in the manner in which it has
heretofore been carried on, which licences and permits have been
maintained and continue to be in good standing;
(aa) Applicable Laws. The Company has not been charged with or received
notice of breach of any laws, ordinances, statutes, regulations,
by-laws, orders or decrees to which it is subject or which apply to it
the violation of which would have a material adverse effect on the
Company, and the Company is not in breach of any laws, ordinances,
statutes, regulations, by-laws, orders or decrees the contravention of
which would result in a material adverse impact on the Business;
(bb) Pending or Threatened Litigation. There is no material litigation or
administrative or governmental proceeding or enquiry pending or
threatened against or relating to the Company, the Business, or any of
the Company Assets (if any), nor does the Company have any knowledge of
any deliberate act or omission of the Company that would form any
material basis for any such action, proceeding or enquiry;
(cc) No Bankruptcy. The Company has not made any voluntary assignment or
proposal under applicable laws relating to insolvency and bankruptcy
and no bankruptcy petition has been filed or presented against the
Company and no order has been made or a resolution passed for the
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winding-up, dissolution or liquidation of the Company;
(dd) Labour Matters. The Company is not party to any collective agreement
relating to the Business with any labour union or other association of
employees and no part of the Business has been certified as a unit
appropriate for collective bargaining or, to the knowledge of the
Vendor, has made any attempt in that regard;
(ee) Finder's Fees. The Company is not party to any agreement which provides
for the payment of finder's fees, brokerage fees, commissions or other
fees or amounts which are or may become payable to any third party in
connection with the execution and delivery of this Agreement and the
transactions contemplated herein;
Execution and Performance of Agreement
(ff) Authorization and Enforceability. The execution and delivery of this
Agreement, and the completion of the transactions contemplated hereby,
have been duly and validly authorized by all necessary actions on the
part of the Vendor and this Agreement constitutes a legal, valid and
binding obligation of the Vendor and is enforceable against the Vendor
in accordance with its terms;
(gg) No Violation or Breach. The performance of this Agreement will not
(i) violate the charter documents of the Company or result in any
breach of, or default under, any loan agreement, mortgage, deed
of trust, or any other agreement to which the Vendor or the
Company, or any of them, is a party,
(ii) give any person any right to terminate or cancel any agreement
including, without limitation, the Company Material Contracts (if
any), or any right or rights enjoyed by the Company,
(iii) result in any alteration of the Company's obligations under any
agreement to which the Company is party including, without
limitation, the Company Material Contracts (if any),
(iv) result in the creation or imposition of any lien, encumbrance or
restriction of any nature whatsoever in favour of a third party
upon or against the Company Assets (if any),
(v) result in the imposition of any tax liability to the Company
relating to the Company Assets (if any) or the Shares, or
(vi) violate any court order or decree to which the Company and the
Vendor or any of them are subject;
The Company Assets - Ownership and Condition
(hh) Business Assets. The Company Assets (if any) comprise all of the
property and assets of the Business, and neither the Vendor nor any
other person, firm or corporation owns any assets used by the Company
in operating the Business, whether under a lease, rental agreement or
other arrangement;
(ee) Title. The Company is the legal and beneficial owner of the Company
Assets (if any), free and clear of all mortgages, liens, charges,
pledges, security interests, encumbrances or other claims whatsoever;
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(ff) No Option. No person, firm or corporation has any agreement or option
or a right capable of becoming an agreement for the purchase of any of
the Company Assets (if any);
(gg) Company Material Contracts. The Company Material Contracts listed in
Schedule "D" constitute all of the material contracts of the Company;
(hh) No Default. There has not been any default in any material obligation
of either of the Company or the Vendor or any other party to be
performed under any of the Company Material Contracts, each of which is
in good standing and in full force and effect and unamended, and the
Vendor is not aware of any default in the obligations of any other
party to any of the Company Material Contracts;
(ii) No Compensation on Termination. There are no agreements, commitments or
understandings relating to severance pay or separation allowances on
termination of employment of any employee of the Company. The Company
is not obliged to pay benefits or share profits with any employee after
termination of employment except as required by law;
The Business
(jj) Maintenance of Business. Since the date of the Company Financial
Statements, the Business has been carried on in the ordinary course and
the Company has not entered into any material agreement or commitment
except in the ordinary course; and
(kk) No Ownership of Company. The Company does not own any subsidiary and
does not otherwise own, directly or indirectly, any shares or interest
in any other corporation, partnership, joint venture or firm.
Non-Merger and Survival
3.2 The representations and warranties of the Vendor contained herein will be
true at and as of Closing in all material respects as though such
representations and warranties were made as of such time. Notwithstanding the
completion of the transactions contemplated hereby, the waiver of any condition
contained herein (unless such waiver expressly releases a party from any such
representation or warranty) or any investigation made by the Purchaser, the
representations and warranties of the Vendor shall survive the Closing.
Indemnity
3.3 The Vendor agrees to indemnify and save harmless the Purchaser from and
against any and all claims, demands, actions, suits, proceedings, assessments,
judgments, damages, costs, losses and expenses, including any payment made in
good faith in settlement of any claim (subject to the right of the Vendor to
defend any such claim), resulting from the breach by him of any representation
or warranty of such party under this Agreement or from any misrepresentation in
or omission from any certificate or other instrument furnished or to be
furnished by the Vendor to the Purchaser hereunder (a "Loss").
ARTICLE 4
COVENANTS OF THE VENDOR
Covenants
4.1 The Vendor covenants and agrees with the Purchaser that he will:
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(a) Conduct of Business. Until the Closing, conduct the Business diligently
and in the ordinary course consistent with the manner in which the
Business generally has been operated up to the date of execution of
this Agreement;
(b) Preservation of Business. Until the Closing, use his best efforts to
preserve the Business and the Company Assets (if any) and, without
limitation, preserve for the Purchaser the Company's relationships with
its suppliers, customers and others having business relations with it;
(c) Access. Until the Closing, give the Purchaser and its representatives
full access to all of the properties, books, contracts, commitments and
records of the Company relating to the Company, the Business and the
Company Assets (if any), and furnish to the Purchaser and its
representatives all such information as they may reasonably request;
(d) Procure Consents. Until the Closing, take all reasonable steps required
to obtain, prior to Closing, any and all third party consents required
to permit the transfer of the Shares to the Purchaser and to preserve
and maintain the Company Assets (if any), including the Company
Material Contracts, notwithstanding the change in control of the
Company arising from the purchase of the Shares by the Purchaser;
(e) 14f-1 Filing. Forthwith following the execution of this Agreement cause
the Company to file with the Securities and Exchange Commission a
Statement Regarding Change in Majority of Directors on Form 14f-1
disclosing the terms of this Agreement; and
(f) SEC Filings. File on a timely basis all returns, notices of sale and
other documentation required by law in connection with the transactions
provided for in this Agreement or otherwise required by law, regulation
or pursuant to the terms of any agreement to which he is a party, and
to provide the Company with such filings (as and where required by
law).
Authorization
4.2 The Vendor hereby agrees to promptly cause the Company, upon the request of
the Purchaser, to authorize and direct any and all federal, provincial,
municipal, foreign and international governments and regulatory authorities
having jurisdiction respecting the Company to release any and all information in
their possession respecting the Company to the Purchaser. The Vendor shall
promptly cause the Company to execute and deliver to the Purchaser any and all
consents to the release of information and specific authorizations which the
Purchaser reasonably requires to gain access to any and all such information.
Survival
4.3 The covenants set forth in this Article shall survive until the Closing for
the benefit of the Purchaser.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
Representations and Warranties
5.1 The Purchaser represents and warrants in all material respects to the Vendor
with the intent that the Vendor will rely thereon in entering into this
Agreement and in completing the transactions contemplated hereby, that:
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The Purchaser -Capacity
(a) Capacity. The Purchaser has the power, capacity and authority to enter
into and complete this Agreement; and
Execution and Performance of Agreement
(b) Authorization and Enforceability. The execution and delivery of this
Agreement, and the completion of the transactions contemplated hereby,
have been duly and validly authorized by all necessary action on the
part of the Purchaser and this Agreement constitutes a legal, valid and
binding obligation of the Purchaser and is enforceable against him in
accordance with its terms.
Non-Merger and Survival
5.2 The representations and warranties of the Purchaser contained herein will be
true at and as of Closing in all material respects as though such
representations and warranties were made as of such time. Notwithstanding the
completion of the transactions contemplated hereby, the waiver of any condition
contained herein (unless such waiver expressly releases a party from any such
representation or warranty) or any investigation made by the Vendor, the
representations and warranties of the Purchaser shall survive the Closing.
Indemnity
5.3 The Purchaser agrees to indemnify and save harmless the Vendor from and
against any and all claims, demands, actions, suits, proceedings, assessments,
judgments, damages, costs, losses and expenses, including any payment made in
good faith in settlement of any claim (subject to the right of the Purchaser to
defend any such claim), resulting from the breach by him of any representation
or warranty of such party under this Agreement or from any misrepresentation in
or omission from any certificate or other instrument furnished or to be
furnished by the Purchaser to the Vendor hereunder.
ARTICLE 6
CONDITIONS PRECEDENT
Conditions Precedent in favour of the Purchaser
6.1 The Purchaser's obligations to carry out the transactions contemplated
hereby is subject to the fulfillment of each of the following conditions
precedent on or before the Closing:
(a) all documents or copies of documents required to be executed and
delivered to the Purchaser hereunder will have been so executed and
delivered;
(b) the Purchaser shall have completed its due diligence review of the
affairs of the Company, and shall be satisfied with same in all
material respects;
(c) all of the terms, covenants and conditions of this Agreement to be
complied with or performed by the Vendor at or prior to the Closing
will have been complied with or performed;
(d) title to the Shares and Company Assets (if any) will be free and clear
of all mortgages, liens, charges, pledges, security interests,
encumbrances or other claims whatsoever, save and except for the Stock
Pledge Agreement;
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(e) the Vendor will have transferred the Shares to the Purchaser and the
Shares will be issued to the Purchaser and registered on the books of
the Company in the name of the Purchaser at Closing;
(f) the Vendor shall have terminated the Vendor's Option and;
(g) the Company shall have filed a Statement Regarding Change in Majority
of Directors with the Securities and Exchange Commission on Form 14f-1
disclosing the terms of this Agreement and not less that ten (10) days
shall have elapsed from the date of such filing;
(h) subject to Article 7 hereof, there will not have occurred
(i) any material adverse change in the financial position or
condition of the Company, its liabilities or the Company Assets
(if any) or any damage, loss or other change in circumstances
materially and adversely affecting the Vendor, the Business or
the Company Assets (if any) or the Company's right to carry on
the Business, other than changes in the ordinary course of
business, none of which has been materially adverse, or
(ii) any damage, destruction, loss or other event, including changes
to any laws or statutes applicable to the Company or the Business
(whether or not covered by insurance) materially and adversely
affecting the Company, the Business or the Company Assets (if
any); and
(i) the transactions contemplated hereby shall have been approved by
all other regulatory authorities having jurisdiction over the
subject matter hereof, if any.
Waiver by the Purchaser
6.2 The conditions precedent set out in the preceding section are inserted for
the exclusive benefit of the Purchaser and any such condition may be waived in
whole or in part by the Purchaser at or prior to Closing by delivering to the
Vendor a written waiver to that effect signed by the Purchaser. In the event
that the conditions precedent set out in the preceding section are not satisfied
on or before the Closing the Purchaser shall be released from all obligations
under this Agreement.
Conditions Precedent in Favour of Vendor
6.3 The obligation of the Vendor to carry out the transactions contemplated
hereby is subject to the fulfillment of each of the following conditions
precedent on or before the Closing:
(a) all documents or copies of documents required to be executed and
delivered to the Vendor hereunder will have been so executed and
delivered; and
(b) all of the terms, covenants and conditions of this Agreement to be
complied with or performed by the Purchaser at or prior to the Closing
will have been complied with or performed.
Waiver by Vendor
6.4 The conditions precedent set out in the preceding section are inserted for
the exclusive benefit of the Vendor and any such condition may be waived in
whole or in part by the Vendor at or prior to the Closing by delivering to the
Purchaser a written waiver to that effect signed by the Vendor. In the event
that the conditions precedent set out in the preceding section are not satisfied
on or before the Closing the Vendor shall be released from all obligations under
this Agreement.
12
Nature of Conditions Precedent
6.5 The conditions precedent set forth in this Article are conditions of
completion of the transactions contemplated by this Agreement and are not
conditions precedent to the existence of a binding agreement. Each party
acknowledges receipt of the sum of $1.00 and other good and valuable
consideration as separate and distinct consideration for agreeing to the
conditions of precedent in favour of the other party or parties set forth in
this Article.
ARTICLE 7
CLOSING
Closing
7.1 The purchase and sale of the Shares and the other transactions contemplated
by this Agreement will be closed at the Place of Closing in accordance with the
closing procedure set out in this Article.
Documents to be Delivered by Vendor
7.2 On or before the Closing, the Vendor will deliver or cause to be delivered
to the Purchaser:
(a) the original or certified copies of the charter documents of the
Company and all corporate records documents and instruments of the
Company, the corporate seals of the Company and all books and accounts
of the Company;
(b) such documentation as may be required by the Purchaser to facilitate
the closing of the Company Bank Accounts and the transfer of the
balances therein to new accounts to be opened for the Company at the
direction of the Purchaser;
(c) a certified resolution of the Board of Directors of the Company
appointing the Purchaser as a director of the Company;
(d) certificates representing the Shares, duly registered in the name of
the Purchaser;
(e) all reasonable consents or approvals required to be obtained by the
Vendor and the Company for the purposes of validly transferring the
Shares to the Purchaser (if any) and preserving and maintaining the
interests of the Company under any and all Company Material Contracts
and in relation to the Company Assets (if any);
(f) the termination of the Vendor's Option as set forth in section 2.4
hereof in form satisfactory to the Purchaser;
(g) an acknowledgement from the Vendor of the satisfaction of the
conditions precedent set forth in section 6.3 hereof; and
(h) such other documents as the Purchaser may reasonably require to give
effect to the terms and intention of this Agreement.
Documents to be Delivered by the Purchaser
7.3 On or before the Closing, the Purchaser shall deliver or cause to be
delivered to the Vendor an acknowledgement from the Purchaser of the
satisfaction of the conditions precedent set forth in section 6.1 hereof.
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ARTICLE 8
GENERAL PROVISIONS
Arbitration
8.1 The parties hereto shall attempt to resolve any dispute, controversy,
difference or claim arising out of or relating to this Agreement by negotiation
in good faith. If such good negotiation fails to resolve such dispute,
controversy, difference or claim within fifteen (15) days after any party
delivers to any other party a notice of its intent to submit such matter to
arbitration, then any party to such dispute, controversy, difference or claim
may submit such matter to arbitration in the City of Vancouver, British
Columbia.
Notice
8.2 Any notice required or permitted to be given by any party will be deemed to
be given when in writing and delivered to the address of the intended recipient
stated above by personal delivery, prepaid single certified or registered mail,
or facsimile. Any notice delivered by mail shall be deemed to have been received
on the fourth business day after and excluding the date of mailing, except in
the event of a disruption in regular postal service in which event such notice
shall be deemed to be delivered on the actual date of receipt. Any notice
delivered personally or by facsimile shall be deemed to have been received on
the actual date of delivery. The parties facsimile numbers are as follows:
The Purchaser 000-000-0000
The Vendor 011-52-62-171-924
Change of Address
8.3 Any party may, by notice to the other parties change its address for notice
to some other address in North America and will so change its address for notice
whenever the existing address or notice ceases to be adequate for delivery by
hand. A post office box may not be used as an address for service.
Further Assurances
8.4 Each of the parties will execute and deliver such further and other
documents and do and perform such further and other acts as any other party may
reasonably require to carry out and give effect to the terms and intention of
this Agreement.
Time of the Essence
8.5 Time is expressly declared to be the essence of this Agreement.
Entire Agreement
8.6 The provisions contained herein constitute the entire agreement between the
Vendor and the Purchaser respecting the subject matter hereof and supersede all
previous communications, representations and agreements, whether verbal or
written, between the Vendor and the Purchaser with respect to the subject matter
hereof.
Enurement
8.7 This Agreement will enure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, successors and
permitted assigns.
Assignment
8.8 This Agreement is not assignable without the prior written consent of the
parties hereto.
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Counterparts
8.9 This Agreement may be executed in counterparts, each of which when executed
by any party will be deemed to be an original and all of which counterparts will
together constitute one and the same Agreement. Delivery of executed copies of
this Agreement by facsimile will constitute proper delivery, provided that
originally executed counterparts are delivered to the parties within a
reasonable time thereafter.
Applicable Law
8.10 This Agreement is subject to the laws of the Province of British Columbia
and the laws of Canada applicable therein and, subject to section 8.1 hereof,
the parties hereto irrevocably attorn to the exclusive jurisdiction of the
Courts of the Province of British Columbia.
Independent Legal Advice
8.11 The Purchaser has obtained legal advice concerning this matter and requests
that the Vendor obtains independent legal advice with respect to this matter
before executing this Agreement. The Vendor hereby represents and warrants to
the Purchaser that he has been so advised to obtain independent legal advice,
and that prior to the execution of this Agreement he has so obtained independent
legal advice or has, in his discretion, knowingly and willingly elected not to
do so.
IN WITNESS WHEREOF the parties have executed this Agreement effective as of the
day and year first above written.
/s/Xxxxxxx Xxxxxxxxx /s/ Xxxxxx Xxxxxx
------------------------------- -------------------------------
Witness XXXXXX XXXXXX
Xxxxxxx Xxxxxxxxx
-------------------------------
Name
000 X. 00xx Xxx
-------------------------------
Xxxxxxx
Xxxxxxxxx, XX
-------------------------------
/s/ Xxxxxxx I. Xxxxxx /s/ Xxxxx Xxxxxxxxx Xxxxxx
------------------------------- -------------------------------
Witness XXXXX XXXXXXXXX XXXXXX
Xxxxxxx I. Xxxxxx
-------------------------------
Name
Angostura 79, Cd. El Ranchito
-------------------------------
Address
Hermosillo, Sonora, Mexico
-------------------------------
15
Schedule "A"
BANK ACCOUNT INFORMATION
This is Schedule "A" to the Share Purchase Agreement dated the 20th day of July,
2001 by and between Xxxxxx Xxxxxx (the "Purchaser") and Xxxxx Xxxxxxxxx Xxxxxx
(the "Vendor").
--------------------------------------------------------------------------------
Bank: Bank One
Address: 000 Xxxx, Xxxxxxxx Xxxx, Xxxxxxx Arizona
Account#: 2749 1372
Name on Account: Gama Computer Corporation
Contact Name: Xxxx Xxxxxx
Telephone: 520-281-3242
Facsimile: 000-000-0000
Current Balance: $489.78 (as at July 12, 2001)
Signing Authority: Xxxxx Xxxxxxxxx Xxxxxx
16
Schedule "B"
COMPANY ACCOUNTS PAYABLE AND LIABILITIES
This is Schedule "B" to the Share Purchase Agreement dated the 20th day of July,
2001 by and between Xxxxxx Xxxxxx (the "Purchaser") and Xxxxx Xxxxxxxxx Xxxxxx
(the "Vendor").
--------------------------------------------------------------------------------
Current Accounts Payable
Payee Amount Nature of Service
1. Corporate Stock Transfer $493.95 Transfer agent
2. Century Capital Management Ltd. $408.13 Consulting
3. Wrinkle, Xxxxxxx & Company $750.00 Accounting
Total $1,652.08
Current Liabilities
Creditor Amount
1. Xxxxxx Xxxxxxx Pablo $37,863.00
Total $37,863.00
17
Schedule "C"
COMPANY FINANCIAL STATEMENTS
This is Schedule "C" to the Share Purchase Agreement dated the 20th day of July,
2001 by and between Xxxxxx Xxxxxx (the "Purchaser") and Xxxxx Xxxxxxxxx Xxxxxx
(the "Vendor").
--------------------------------------------------------------------------------
1. Audited Financial Statements of the Company for the year ended December
31, 2000 (Previously filed as an exhibit to the Company's Form 10KSB
dated March 29, 2001)
2. Unaudited Financial Statement of the Company for the period ended March
31, 2001 (Previously filed as an exhibit to the Company's Form 10QSB
dated May 17, 2001)
18
Schedule "D"
COMPANY MATERIAL CONTRACTS
This is Schedule "D" to the Share Purchase Agreement dated the 20th day of July,
2001 by and between Xxxxxx Xxxxxx (the "Purchaser") and Xxxxx Xxxxxxxxx Xxxxxx
(the "Vendor").
--------------------------------------------------------------------------------
None
19
Schedule "E"
DEBTS TO RELATED PARTIES
This is Schedule "E" to the Share Purchase Agreement dated the 20th day of July,
2001 by and between Xxxxxx Xxxxxx (the "Purchaser") and Xxxxx Xxxxxxxxx Xxxxxx
(the "Vendor").
--------------------------------------------------------------------------------
Debt owed to Xxxxxx Xxxxxxx Xxxxx secured by Promissory Notes:
Date Principal Amount
---- ----------------
May 10, 2000 $5,000.00
July 27, 2000 5,000.00
August 8, 2000 15,000.00
August 10, 2000 2,200.00
September 5, 2000 10,286.14
Interest expense to June 2, 2001 376.86
-------
Total $37,863.00
20
