ACQUISITION AGREEMENT
THIS AGREEMENT made, in triplicate, as of the 31st
day of July 2000.
BETWEEN:
ICL INTERNETWORK CONSULTANTS LIMITED, a body
corporate incorporated pursuant to the laws of the
Province of British Columbia, having its registered
and records offices at 0000 Xxxxxxx Xxxx, Xxxxxxxx,
Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
(hereinafter called the "Company")
OF THE FIRST PART
AND:
XXXXXX XXX, of 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxx X0X 0X0
(hereinafter called the "Vendor Xxxxxx")
and
XXX XXX, of 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxx X0X 0X0
(hereinafter called the "Vendor Xxx")
("Vendor Xxxxxx" and "Vendor Xxx" hereinafter
collectively called the "Vendors")
OF THE SECOND PART
AND:
GLOBAL PACIFIC TELECOM INC., a body corporate
incorporated pursuant to the laws of the Province
of British Columbia, having its registered and
records offices at 000 Xxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxx Xxxxxxxx Xxxxxx X0X 0X0
(hereinafter called the "Purchaser")
OF THE THIRD PAET
WHERES:
A. The Company is a company incorporated on the
21st day of February, 1994, under the laws of the
Province of British Columbia with authorized
capital of One Hundred Thousand (100,000) Common
Shares without par value and One Hundred Thousand
(100,000) Preference Shares with a par value of
$1.00 each, of which twenty (20) Common Shares
without par value, all allotted at $1.00 each, all
paid and non-assessable, have been issued to the
following shareholders;
(a) Vendor Xxxxxx Ten (10) Common Shares; and
(b) Vendor Xxx Ten (10) Common Shares.
B. The Company carries on business in the name of
"ICL Internetwork Consultants Limited" on premises
situated at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx
Xxxxxxxx (the "Business"); and there is no
outstanding breach of any statutes, regulations or
bylaws applicable to the Company or its operations,
of which the Company has notice.
C. Company is the 100% owner of "Xxxxxxxxxx.xxx",
a web design, hosting and maintenance business and
consequently owns all the software produced and
other intellectual properties inherent therein and
all the hardware package which are integral with
the website "xxxxxxxxxx.xxx". The list of existing
hardware is hereunder attached as Appendix A and
forms an integral part of this Acquisition
Agreement.
D. The Vendor Xxxxxx is the President and a
Director of the Company; and the Vendor Xxx is the
Secretary and a Director of the Company.
E. The Purchaser is a company incorporated on the
24th day of November 1994, under the laws of the
Province of British Columbia with authorized
capital of One Hundred Million (100,000,000) Common
Shares without par value.
F. The Purchaser is desirous of purchasing all
the issued and outstanding shares in the capital of
the Company from the Vendor Xxxxxx and the Vendor
Xxx.
G. The Purchaser is satisfied with its knowledge
of the present financial position of the Company
and its future prospects for success.
H. The Purchaser is buying from the Vendor
Xxxxxx, and the Vendor Xxxxxx is selling to the
Purchaser, ten (10) Common Shares without par value
in the capital of the Company.
I. The Purchaser is buying from the Vendor Xxx,
and the Vendor Xxx is selling to the Purchaser, ten
(10) Common Shares without par value in the capital
of the Company.
J. Vendor Xxxxxx and ICL's System Engineer Xxx
Xxxx, (hereinafter collectively referred to as "Xxx
Xxxx & eBusiness Solutions Inc.") shall enter into
a Service Agreement with the Purchaser which is
herewith attached a Appendix B and forms a
Reference Document to this Acquisition Agreement.
NOW THEREFORE THIS AGGREEMENT WITNESSETH that in
consideration of the premises and of the terms and
covenants herein contained, the parties hereto
agree one with the others as follows:
1. The Vendors warrant and represent to the
Purchaser of the truthfulness of the statements of
fact set forth in paragraphs A, B, C, D, H and I.
2. The Purchaser warrants and represents to the
Vendor and the Company of the truthfulness of the
statements of fact set forth in paragraphs E, F, G,
H, and I.
3. The Vendor Xxxxxx hereby sells to the
Purchaser, and the Purchaser hereby purchases from
the Vendor Xxxxxx, ten (10) Common Shares without
par value in the capital of the Company.
4. The full purchase price for the said ten (10)
Common shares from the Vendor Xxxxxx is $25,000.00,
payable by bank draft, plus Two Hundred Thousand
(200,000) Common Shares in the capital of the
Purchaser.
5. The Vendor Xxx hereby sells to the Purchaser,
and the Purchaser hereby purchases from the Vendor
Xxx, ten (10) Common Shares without par value in
the capital of the Company.
6. The full purchase price for the said ten (10)
Common shares from the Vendor Xxx is $25,000.00
payable by bank draft, plus Two Hundred Thousand
(200,000) Common Shares in the capital of the
Purchaser.
7. The herein share sale and purchase is
completing on August 1, 2000.
8. Upon execution of this Agreement, the
Purchaser shall pay to the Vendors a deposit of
$5,000.00 each to be applied toward the purchase
price for their respective shares in the capital of
the Company.
9. The corporate records and minute book of the
Company, all of which will have been provided to
the Purchaser, contain complete and accurate
minutes of all meetings of the directors and
shareholders of the Company held since its
incorporation, and original signed copies of all
resolutions and bylaws passed or affirmed by the
directors and shareholders of the Company other
than at a meeting. All such meetings were duly
called and held. The share certificates, register
of security holders, register of transfers and
register of directors and any similar corporate
records of the Company are complete and accurate.
10/ There are no shareholders' agreements, voting
trusts or other similar agreements with respect to
the ownership or voting of any of the shares of the
Company.
11. The Vendor Xxxxxx agrees to resign as
President and Director of the Company.
12. The Vendor Xxx agrees to resign as Secretary
and Director of the Company.
13. The Vendors agree to indemnify and save
harmless the Purchaser from any liabilities of the
Company prior to the date of this Agreement.
14. The Vendors warrant and represent to the
Purchaser to deliver the following on the
Completion Date:
(a) a copy of the waiver from all members of the
Company to the transfers of the herein shares to
the Purchaser,
(b) a copy of the resolution of the Directors of
the Company approving the transfers of shares and
authorizing the delivery of the share certificate
to the Purchaser,
(c) a copy of the resolution of the Directors of
the Company appointing a director of the Purchaser
to be a director of the Company;
(d) a share certificate for twenty (20) Common
Shares registered in the name of the Purchaser.
16. Each party shall bear its own costs of this
transaction.
17. The Company is not a non-resident of Canada
within the meaning of the Income Tax Act.
18. The parties hereto covenant and agree with
each other to do all such further and others acts
as may be necessary to implement the provisions of
this Agreement in accordance with its true intent
and meaning.
19. Unless otherwise indicated, all dollar
amounts referred to in this Agreement are in lawful
money of Canada.
20. This Agreement shall be governed by and
construed in accordance with the laws of the
Province of British Columbia and the laws of Canada
applicable therein.
21. The parties agree that the courts of the
Province of British Columbia will have exclusive
jurisdiction to determine all disputes and claims
arising between the parties.
22. This Agreement shall enure to the benefit of
and be binding upon the parties hereto and their
respective heirs, executors, administrators,
successors and assigns.
IN WITNESS WHEREOF the parties hereto have hereunto
set their hands and seals as of the day and year
first above written.
THE COMMON SEAL of ICL INTERNETWORK CONSULTANTS
LIMITED was hereunto affixed in the presence of:
/s/Xxxxxx Xxx
----------------------------------------------
Authorized Signatory
/s/Xxx Xxx
----------------------------------------------
Authorized Signatory
SIGNED SEALED AN DELIVERED by XXXXXX XXX
In the presence of:
/s/----------------------
-----------------------------------------------
Witness
SIGNED SEALED AND DELIVERED
By XXX XXX
In the present of:
/s/ ---------------------
-----------------------------------------------
Witness
THE COMMON SEAL OF GLOBAL PACIFIC TELECOM INC. was
hereunto affixed in the presence of
/s/Xxxxx Xxxxx
----------------------------------------------
Authorized Signature
APPENDIX A
LIST OF ASETS OF
ICL INTERNETWORK CONSULTANTS LTD.
The xxxxxxxxxx.xxx assets are as follow:
2 - UNIX based Web & Application Servers Email
server, DNS servers, Database server Routers,
switches
The Equipment Center includes:
High Speed Redundant backbone
Bandwidth: unlimited
Primary and Secondary DNS
24/7 Security
UPS unit
Backup systems
Software for UNIX Servers
FreeBSD
Apache Web Server
Sendmail Server
Supports the following mail formats:
POP3, IMAP
SMTP
SSL over SMTP
SASL and MHTML
FTP Server
Peri 5.004
PHP3
MySQL
FP 2000 extensions
Real Audio Server
ICL/xxxxxxxxxx.xxx currently hosts solutions for
clients with ecomcities own customized development
software which will provide e-commerce, B2B E-mail,
Database, Media Streaming, Shopping Cart and SSL
Server.
These turnkey solutions match leading packaged
application software in the market. With
ecomcities own hosting expertise, businesses of all
sizes will be able to leverage the latest Internet-
enabled technologies.
This Appendix A forms an integral part of the
Acquisition Agreement with Reference Code:
GP/ICL/082000.
