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STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT ("Agreement"), dated as of October 23, 2000 by
and between TEAM LABS SYSTEMS GROUP, INC., a Delaware corporation ("SELLER"),
and ASEAN COMMERCIAL HOLDINGS, LIMITED, a foreign corporation (hereinafter
"PURCHASER").
WITNESSETH
WHEREAS, SELLER desires to sell Ten Million (10,000,000) shares of its
common stock, par value $.0001 per share (the "Shares") to PURCHASER on the
terms and conditions set forth in this Agreement; and
WHEREAS, PURCHASER has acquired, by assignment, an obligation of the
SELLER originally owed by the SELLER to Xxxxxxxx Commercial Ventures, Limited,
in the principal sum of $100,000; 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. Consideration and Payment for the Shares. Upon the execution
of this Agreement, as provided in section 3.1 hereto, SELLER shall sell to
PURCHASER and PURCHASER shall purchase from SELLER, 500,000 of the Shares in
cancellation of indebtedness, one share for each $0.20 of indebtedness
cancelled. In addition, SELLER shall sell to PURCHASER and PURCHASER shall
purchase from SELLER, not to exceed 9,500,000 shares to be issued upon
payment in cash, the obligation to be evidenced by a promissory note to be
cancelled upon issuance, Shares at the price of $0.30 per share. Said
obligation shall be evidenced by a promissory note dated as of October 31,
2000.
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ARTICLE 2
REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER
2.1 Representations and Warranties. The SELLER hereby represents and
warrants that:
(a) SELLER is a corporation duly incorporated, validly existing and,
at the closing, in good standing under the laws of the State of
Delaware and has the corporate power and authority to own or
lease its properties and to carryon business as now being
conducted.
(b) The authorized capital stock of SELLER shall consisted of
10,000,000 shares of no par value preferred stock and
100,000,000 shares of no par value common stock, of which not
to exceed 8,210,000 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 August 31, 2000
and the unaudited financial statements prepared by the Company
to give effect to the closing of a Plan and Agreement of
Reorganization and Regulation D offering of October 11, 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.
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(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.
(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 carryon 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
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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 other
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.
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.
(1) has no need for his investment in the Shares, is able to
bear the substantial economic risks of an investment in the
Shares for an indefinite period, and, at the present time,
can afford a complete loss of its investment;
(2) does not have an overall commitment to investments which
are not readily marketable that is disproportionate to its
net worth, and that his investment in the Shares will not
cause such overall commitment to become excessive;
(3) is acquiring the Shares for its own account for investment
purposes only and not with a
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view toward resale, assignment or distribution thereof, and
no other person has a direct or indirect beneficial
interest, in whole or in part, in such Shares;
(4) has such knowledge and experience in financial tax and
business matters that its principals are is capable of
evaluating the merits and risks of an investment in the
Shares;
(b) 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:
(a) 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;
(b) 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
(c) The offer or sale, if made prior to the expiration of a
one-year distribution compliance period, is 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 a domestic issuer 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
issuer of the securities 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 October 31, 2000, at 0000
Xxxx xx Xxxxxxx Tower, 00 Xxxxxxxx Xxxx, Xxxxxxx
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Xxxx Kong, or at such other time or place as the parties may agree. Subsequent
to the signing and at the Closing, the following shall deem to occur as a
single integrated transaction:
(a) SELLER shall deliver or cause its transfer agent to deliver to
the PURCHASER the stock certificate delivered to the PURCHASER of the stock
certificate evidencing 500,000 of the shares upon cancellation of $100,000 of
indebtedness.
(b) PURCHASER shall deliver, or cause to be delivered, to SELLER, the
promissory note in the sum of $2,850,000 all due and payable on or before
February 15, 2002.
(c) 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
(d) 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
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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.
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 hereunder 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.
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
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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 State of Delaware.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement in Central Hong Kong.
TEAM LABS SYSTEMS GROUP, INC.
/SIGNATURE/
By: ___________________________
Xxxxxxxx 0. Montenegro
Its: Secretary
ASEAN COMMERCIAL HOLDINGS, LIMITED
/SIGNATURE/
By: ___________________________
Xxxxxxx Xxxxxxxxx
Its: President
On this 23rd day of October in the year 2000 before me,_______________,
a justice, notary, commissioner or other person authorized, personally
appeared Xxxxxxx Xxxxxxxxx, 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 Hong Kong, this 23rd day of October, 2000.
Before me
/SIGNATURE/
_____________________________
[Signature and designation]
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