AMENDED ASSET PURCHASE AGREEMENT
Myoffiz, Inc.
This Agreement entered into this the 31st day of October,
2000, as amended, by and among the Shareholders and Owners
(hereinafter called the "Seller") of Xxxxxxx.xxx Pte Ltd, a
Singapore corporation (hereinafter called the "Company"),
and Myoffiz, Inc, Inc, a Nevada corporation (hereinafter
called the "Buyer").
WHEREAS, Seller operates a business through the Company
primarily engaged in office supplies on a "Click and Mortar"
mode; and
WHEREAS, Seller owns equipment, inventory, contract rights,
and all other tangible and intangible assets used in
connection with the operations of the business; and
WHEREAS, Buyer desires to acquire substantially all of the
assets used or useful, or intended to be used in
the operation of Company and Seller desires to sell such
assets to Buyer; and
WHEREAS, the Sellers are the sole shareholders of Company.
NOW, THEREFORE, in consideration of mutual covenants
contained herein and other good and valuable consideration
the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:
SECTION 1. ASSETS PURCHASED; LIABILITIES ASSUMED
1.1.1 ASSETS PURCHASED. Seller agrees to sell to Buyer,
and Buyer agrees to purchase from Seller, on the terms and
conditions set forth in this Agreement the following assets
("Assets"):
1.1.2 All equipment, rolling stock, and tools
miscellaneous inventory listed on Exhibit "A", together with
any replacements or additions to the equipment, etc. made
prior to the closing date.
1.1.3 All inventories and supplies owned by Seller
together with any replacements or additions to the
inventories made prior to the closing date, but excluding
inventory disposed of in the ordinary course of the business
prior to the closing date.
1.1.4 All contract rights of Seller used in the
business.
1.1.5 All other assets, tangible or intangible, used in
the operation of the business.
1.2 NO ASSUMPTION OF LIABILITIES. Buyer shall not be
responsible for any unfilled orders from customers of the
Company nor shall Buyer assume responsibility of payment for
other obligations of Seller, including but not limited to,
Seller's obligations under any lease, contract or account.
SECTION 2. EXCLUDED ASSETS
All assets required for the business of the Company are
included in the sales as listed in Exhibit "A", except for
the Corporations charter and Corporate Checking account of
the Company, amount owing by trade debtors to the Company
prior to 31st Oct 2000, and value of Goods and Services Tax
(GST) refundable to the Company.
SECTION 3. PURCHASE PRICE FOR ASSETS AND OTHER CONSIDERATION
The purchase price for the assets shall be 2,200,000 shares
of stock in Myoffiz, Inc. Nevada.
Buyer shall be responsible for all sales and transfer taxes
associated with the contemplated transaction; provided,
however, Seller agrees to execute or provide whatever
documents are necessary for Buyer to have transferred to it.
In addition, Buyer shall issue an additional 1,500,000
shares to repay loans or advances that were made on Buyer's
behalf of by two shareholders and one non-shareholder of
Xxxxxxx.xxx Pte Ltd. we issued an additional 1,500,000
shares to repay loans or advances that were made on Buyer's
behalf of by two shareholders and one non-shareholder of
Xxxxxxx.xxx Pte Ltd.
SECTION 4. PAYMENT OF PURCHASE PRICE
The price for the Assets shall be paid as follows:
4.1 On October 31 2000 Buyer shall pay/transfer to Seller
2,600,000 share of MyOffiz Inc, Nevada placed in the names
of the Seller and/or their nominees and/or any other
elections made by Seller as per Exhibit B".
4.2 The parties agree that amounts due hereunder shall be
net amounts due to Seller without regard to any interest
whatsoever, whether actual, imputed or implied.
SECTION 5. OTHER AGREEMENTS
There are no other agreements written or implied, except for
a Management Services Agreement.
SECTION 6. SELLER'S REPRESENTATIONS AND WARRANTIES
Seller represents and warrants to Buyer as follows:
6.1 CORPORATE EXISTENCE. The Company is now and on the date
of closing will be a corporation duly organized and validly
existing and in good standing under the laws of Singapore.
6.2 AUTHORIZATION. The execution, delivery and performance
of this Agreement have been duly authorized and approved by
the Board of Directors and Shareholders of Company, and this
agreement constitutes a valid and binding agreement of
Seller in accordance with its terms.
6.3 TITLE TO ASSETS. Except as described in the Agreement,
Seller holds good and marketable title to the assets, free
and clear of restrictions on or conditions to transfer or
assignment, and free and clear of liens, pledges, charges or
encumbrances.
6.4 BROKERS AND FINDERS. Seller has not employed any
broker or finder in connection with the transaction
contemplated by this Agreement or taken action that would
give rise to valid claims against any party for a brokerage
commission, finder's fee or other like payment.
6.5 TRANSFER NOT SUBJECT TO ENCUMBRANCES OR THIRD PARTY
APPROVAL. The execution and delivery of this Agreement by
Seller and the consummation of the contemplated
transactions, will not result in the creation or imposition
of any valid lien, charge or encumbrance on any of the
assets, and will not require the authorization, consent, or
approval of any third party, including any governmental
division or regulatory agency.
6.6 LABOR AGREEMENTS AND DISPUTES. Seller is neither a
party to, nor otherwise subject to any collective bargaining
or other agreement governing the wages, hours, in terms of
employment of Seller's employees. Neither is the Seller
aware of any labor dispute or labor trouble involving
employees of Seller.
6.7 NONCANCELLABLE CONTRACTS. At the time of closing, there
is no material leases, employment contracts, contracts for
services, or maintenance, or other similar contacts,
existing or related to or connected with the operation of
Seller's business not cancelable within thirty (30) days.
6.8 LITIGATION. Seller have no knowledge of any claim,
litigation, proceeding, or investigation pending or
threatened against Seller that might result in any material
adverse change in the business or condition of the assets
being conveyed under this Agreement.
6.9 ACCURACY OF REPRESENTATIONS AND WARRANTIES. None of the
representations or warranties of the Seller contain or will
contain any untrue statements of a material fact or omit or
will omit or misstate a material fact necessary in order to
make statements in this Agreement not misleading. The Seller
knows of no fact that has resulted, or that in the
reasonable judgment of Seller will result in material change
in the business, operations, or assets of the Seller that
has not been set forth in this Agreement or otherwise
disclosed to Buyer.
SECTION 7. REPRESENTATIONS OF BUYER
Buyer represents and warrants as follows:
7.1 CORPORATE EXISTENCE. Buyer is a corporation duly
organized, validly existing, and in good standing under the
laws of the State of Nevada. Buyer has all requisite
corporate power and authority to enter into this Agreement
and perform its obligations hereunder.
7.2 AUTHORIZATION. The execution, delivery and performance
of this Agreement have been duly authorized and approved by
the Board of Directors and shareholders of Buyer, and this
Agreement constitutes a valid and binding agreement of Buyer
in accordance with its terms.
7.3 BROKERS AND FINDERS. Buyer has not employed any broker
or finder in connection with the transactions contemplated
by this Agreement and has taken no action that would give
rise to a valid claim against any party for a brokerage
commission, finders fee or other like payment.
7.4 ACCURACY OF REPRESENTATIONS AND WARRANTIES. None of the
representations or warranties of Buyer contain or will
contain any untrue statement of a material fact or omit or
will omit or misstate a material fact necessary in order to
make the misstatements contained herein not misleading.
SECTION 8. COVENANTS OF SELLER AND SELLING SHAREHOLDER
8.1.1 SELLER'S OPERATION OF BUSINESS PRIOR TO CLOSING.
Seller agree that between the date of this Agreement and the
date of closing, Seller will:
8.1.2 Use its best efforts to preserve its business
organization and preserve the continued operation of its
business with its customers, suppliers, and others having
business relations with Seller.
8.1.3 Not assign, sell, lease or otherwise transfer or
dispose of any of the assets listed on Exhibit "A", except
to Buyer.
8.1.4 Maintain all of its assets other than inventories
in their present conditions, reasonable wear and tear and
ordinary usage accepted and maintain the inventories at
levels normally maintained.
8.2 ACCESS TO PREMISES AND INFORMATION. At reasonable times
prior to the closing date, Seller will provide Buyer and its
representatives with reasonable access during business hours
to the assets, titles, contracts and records of Seller and
furnish such additional information concerning Seller's
businesses Buyer may from time to time reasonably request.
8.3
EMPLOYEE MATTERS.
8.3.1 Prior to closing, Seller will deliver to Buyer
lists of the names of all persons on the payroll of the
Company, together with a statement of amounts paid to each
during the most recent fiscal year and amounts paid for
services from the beginning of the current fiscal year to a
closing date. Seller will also provide Buyer with a schedule
of all employee bonus arrangements and a schedule of other
material compensation or personnel benefits or policies in
effect, if any.
8.3.2 Prior to the closing date, Seller will not,
without Buyer's prior written consent, enter into any
material agreements with employees, increase the rate of
compensation or bonus payable to or to become payable to any
employee or effect any change in the management, personnel
policies, or employee benefits, except in accordance with
existing employment practices.
8.3.3 As of or prior to the closing date, Seller will
terminate all of the employees, not having employee
agreements transferable to Buyer and will pay each employee
all wages, commissions, and accrued vacation pay earned up
to the time of termination, including overtime pay.
8.4 CONDITIONS AND BEST EFFORTS. Seller will use their best
efforts to effectuate the transactions contemplated by this
Agreement and to fulfill all the conditions of the
obligations of Seller under this Agreement, and will do all
acts and things as may be required to carry out their
respective obligations under this Agreement and to
consummate and complete this agreement.
SECTION 9. COVENANTS OF BUYER
9.1 CONDITIONS AND BEST EFFORTS. Buyer will use its best
efforts to effectuate the transaction contemplated by this
Agreement and to fulfill all the conditions of Buyer's
obligations under this Agreement, and shall do all acts and
things as may be required to carry out Buyer's obligations
and to consummate this Agreement.
9.2 CONFIDENTIAL INFORMATION. If for any reason the sale of
Assets is not closed, Buyer will not disclose to third
parties any confidential information received from Seller in
the course of investigating, negotiating, and performing the
transactions contemplated by this Agreement.
SECTION 10. CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS
The obligation of Buyer to purchase the Assets is subject to
the fulfillment, prior to or at the closing date, of each of
the following conditions, any one or portion of which may be
waived in writing by Buyer:
10.1 REPRESENTATIONS, WARRANTIES AND COVENANTS AND SELLING
SHAREHOLDER. All representations and warranties made in this
Agreement by Seller shall be true as of the closing date as
fully as those such representations and warranties had been
made on or as of the closing date.
10.2 LICENSES AND PERMITS. Buyer shall have obtained all
licenses and permits from public authorities necessary to
authorize the ownership and operation of the business of
Seller.
10.3 CONDITIONS OF THE BUSINESS. There shall have been no
material adverse change in the manner in of operation of
Seller's business prior to the closing date.
10.4 NO SUITS OR ACTIONS. At the closing date, no suit,
action or other proceeding shall have been threatened or
instituted to restrain, enjoin or otherwise prevent the
consummation of this Agreement or the contemplated
transactions.
SECTION 11. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER
AND SELLING
SHAREHOLDER
The obligations of Seller to consulate the transactions
contemplated by this Agreement are subject to the
fulfillment, prior to or at the closing date, of the
following condition, which may be waived in writing by
Seller:
All representations and warranties made in this Agreement by
Buyer shall be true as of the closing date as fully as
though such representations and warranties have been made on
and as of the closing date, and Buyer shall not have
violated or shall not have failed to perform in accordance
with any covenant contained in this Agreement.
SECTION 12. BUYER'S ACCEPTANCE
Buyer represents and acknowledges that it has entered into
this Agreement on the basis of its own examination, personal
knowledge, and opinion the value of the business. Buyer has
not relied on any representations made by Seller other than
those specified in this Agreement. Buyer further
acknowledges that Seller has made no agreement or promise to
repair or improve any equipment, rolling stock or other
personal property being sold to Buyer under this Agreement,
and that Buyer takes all such property in the condition
existing on the date of this Agreement, except as otherwise
provided in this Agreement.
SECTION 13. INDEMNIFICATION AND SURVIVAL
13.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made in this Agreement shall
survive the closing of this Agreement, except that any party
to whom a representation of warranty has been made in this
Agreement shall be deemed to have waived any
misrepresentation or breach of representation or warranty
which such party had knowledge prior to closing. Any party
learning of a misrepresentation or breach of representation
or warranty under this Agreement shall immediately give
notice thereof to all other parties to this Agreement. The
representations and warranties in this Agreement shall
terminate three (3) years from the closing date, and such
representations or warranties shall thereafter be without
force or effect, except any claim with respect to which
notice has been given to the party to be charged prior to
such expiration date.
13.2 SELLER'S INDEMNIFICATION.
13.2.1 Seller hereby agrees to indemnify and hold buyer,
its successors and assigns harmless from and against:
(1) Any and all claims, liabilities and obligations of
every kind and description, contingent or otherwise, arising
out of or related to the operation of Seller's business
prior to the close of business on the day before the closing
date, except for claims, liabilities and obligations of
Seller expressly assumed by buyer under this agreement or
paid by insurance maintained by either Seller or Buyer.
(2) Any and all damage or deficiency resulting from any
material misrepresentation or breach of warranty or
covenant, or nonfulfillment of any agreement on the part of
Seller under this Agreement.
13.2.2 Seller' s indemnity obligations under 13.2.1 shall
be subject to the following:
(1) If any claim is asserted against Buyer that would give
rise to a claim by Buyer against Seller for indemnification
under the provisions of this paragraph, the Buyer shall
promptly give written notice to Seller concerning such claim
as Seller shall, at no expense to Buyer defend the claim.
(2) Seller shall not be required to indemnify Buyer for
amount that exceeds the total purchase price paid by Buyer
under Section 3 of this agreement.
13.3
BUYERS INDEMNIFICATION. Buyer agrees to defend, indemnify
and hold harmless Seller from and against:
13.3.1 Any all claims, liabilities and obligations of
every kind and description arising out of or related to the
operation of the business following closing or arising out
of buyers faith to perform obligations of Seller assumed by
buyer pursuant to this agreement.
13.3.2 Any all damage or deficiency resulting from any
material misrepresentation, breech of warranty or covenant,
or no fulfillment of any agreement on the part of Buyer
under this agreement.
SECTION 14. CLOSING
14.1 TIME AND PLACE. This agreement shall be closed on the
31st day of October, 2000, or such other time as the
parties may agree in writing.
14.2 OBLIGATIONS OF SELLER. At the closing, Seller shall
deliver to buyer the following:
14.2.1 Assignments, properly endorsed Certificate of
Titles, and other instruments of transfer, and form and
substance reasonably satisfactory to Buyer, necessary to
transfer and convey all of the assets to Buyer.
14.2.2 Such other certificates and documents as may be
called for by the provisions of this Agreement.
14.3 OBLIGATIONS OF BUYER AT CLOSING. At the closing Buyer
shall delivery to Seller the following:
14.3.1 Stock certificates of 2,200,000 shares made out to
Seller as per Exhibit "B".
14.3.2 Such other certificates and documents as may be
called for by the provisions of this Agreement.
SECTION 15. RIGHTS AND OBLIGATIONS SUBSEQUENT TO CLOSING
15.1 BOOKS AND RECORDS. This sale does include the books of
account and records of Seller's business.
15.2 SELLER'S RIGHT TO PAY. In the event Buyer fails to make
any payment of taxes, assessments, insurance premiums, or
other charges that Buyer is required to pay to third parties
under this Agreement, Seller shall have the right, but not
the obligation, to pay the same. Buyer will reimburse Seller
for any such payment immediately upon Seller's demand,
together with interest at the same rate provided in the Note
from the date of Seller's payment until Buyer reimburses
Seller. Any such payment by Seller shall not constitute a
waiver by Seller of any remedy available by reason of
Buyer's default for failure to make the payments.
SECTION 16. BULK SALES LAW.
Buyer waives compliance by Seller with the Bulk Transfer
Act. In the event any creditor of Seller claims the benefit
of the Bulk Transfer Law as against Buyer or any of the
assets being conveyed to Buyer under this Agreement, Seller
shall immediately pay or otherwise satisfy such claim or
undertake its defense. Seller shall indemnify and hold Buyer
harmless from and against any and all loss, expense, or
damage resulting from the failure to comply with the Bulk
Transfer law. If Seller fails to comply with the provision
of this Section 17 and Buyer is required to pay any creditor
of Seller in order to protect the property purchased under
this agreement from claims or liens of Seller's creditors,
except those assumed by Buyer, the Buyer may offset the
amount it pays against the balance due Seller by furnishing
to the Seller proof of such payment in the form of a receipt
from the creditor involved.
SECTION 17. TERMINATION OF AGREEMENT
17.1 BY MUTUAL CONSENT. This Agreement may be terminated by
mutual written consent of Buyer and Seller.
17.2 BREACH OF REPRESENTATIONS AND WARRANTIES; FAILURE
OF CONDITIONS. Buyer may elect by notice to Seller, and
Seller may elect by notice to Buyer, to terminate this
Agreement if;
17.2.1 The terminating party shall have discovered a
material error, misstatement, or omission in the
representations and warranties made in this Agreement by the
other party which shall not have been cured by such other
party within fifteen (15) days after written notice to such
other party specifying in detail such asserted error,
misstatement, or omission, or by the closing date, whichever
first occurs.
17.2.2 All of the conditions precedent of the terminating
party's obligations under this Agreement as set forth in
either Section 11 or 12, as the case may be, have not
occurred and have not been waived by the terminating party
on or prior to the closing date.
17.3 CLOSING NOTWITHSTANDING THE RIGHT TO TERMINATE.
The party with a right to terminate this Agreement
pursuant to Section 17.2.1 or 17.2.2 shall not be bound
to exercise such right, and its failure to exercise
such right shall not constitute a waiver of any other
right it may have under this Agreement, including but
not limited to remedies for breach of a representation,
warranty, or covenant.
SECTION 18. MISCELLANEOUS
18.1 The provisions of this Agreement shall be binding upon
and inure to the benefit of the heirs, personal
representatives, successors, and assigns of the parties.
18.2 Any notice or other communication required or permitted
to be given under this Agreement shall be in writing and
shall be mailed by certified mail, return receipt requested,
postage prepaid, addressed to the parties as follows:
SELLER: BUYER:
00 Xxxxxxx Xxxx #00-00 000 X. Xxxxxxx Xxxx - Suite 300
Genting Warehouse Complex Las Vegas, NV 89102
Xxxxxxxxx, 000000
All notices and other communications shall be deemed to be
given at the expiration of three (3) days after the date of
mailing. The addresses to which notices or other
communications shall be mailed may be changed from time to
time by giving written notice to the other parties as
provided above.
18.3 In the event of a default under this Agreement,
the defaulting party shall reimburse the nondefaulting
party or parties for all costs and expenses reasonably
incurred by the nondefaulting party or parties in
connection with the default, including without
limitation attorney fees. Additionally, in the event a
suit or action is filed to enforce this Agreement or
with respect to this Agreement, the prevailing party or
parties shall be reimbursed by the other party for all
costs and expenses incurred in connection with the suit
or action, including without limitation reasonable
attorney fees at the trial level and on appeal.
18.4 No waiver of any provision of this Agreement shall
be deemed, or shall constitute, a waiver of any other
provision, whether or not similar, nor shall any waiver
constitute a continuing waiver. No waiver shall be
binding unless executed in writing by the party making
the waiver.
18.5 This Agreement shall be governed by and shall be
construed in accordance with the laws of the State of
Nevada.
18.6 This Agreement constitutes the entire agreement
between the parties pertaining to its subject matter and it
supersedes all prior contemporaneous agreements,
representations, and understandings of the parties. No
supplement, modification, or amendment of this Agreement
shall be binding unless executed in writing by all parties.
Witness the signatures of the parties this the 31st day of
October, 2000, as amended.
SELLER: BUYER:
----------------------------------- -------------------------------
Xx. Xxxx Swee Cheow, shareholder, Xx. Xxxxx Xxxx, President
Managing Director, XxXxxxx.xxx Myoffiz Inc
-----------------------------------
Low Eng Teck, shareholder
XxXxxxx.xxx
-----------------------------------
Xxxxx Xx Xxxx Xxxxxxx, shareholder
Xxxxxxx.xxx
-----------------------------------
Han Xxx Xxxx, shareholder
Xxxxxxx.xxx
-----------------------------------
Ho Ai Lian, shareholder Xxxxxxx.xxx
-----------------------------------
Xxxx Xxxxx Xxxx, shareholder
Xxxxxxx.xxx
-----------------------------------
Xxxx Xxx Oak, shareholder
Xxxxxxx.xxx
-----------------------------------
Chan Eng Xxx, shareholder
Xxxxxxx.xxx
-----------------------------------
Chee Yew Sing, shareholder
Xxxxxxx.xxx
-----------------------------------
Han Eng Xxxxx, shareholder
Xxxxxxx.xxx
-----------------------------------
Xxxxxx Xxxxx, shareholder
Xxxxxxx.xxx
-----------------------------------
Xxxxxxxx Xxxxxxx, shareholder
Xxxxxxx.xxx
-----------------------------------
Xxxxx Xxxx @ Xxxxx Xxxxxxx,
shareholder Xxxxxxx.xxx
-----------------------------------
Masahide Katsukata, shareholder
Xxxxxxx.xxx
-----------------------------------
Xxxxxx Jun Xxxx Xxxx, shareholder
Xxxxxxx.xxx
-End-
EXHIBIT "A"
List of Assets
List of all assets being transferred:
1. Dell Server
2. Epson Stylus Printer
3. HP Laser Printer
4. Dell Note Book
5. E-Commerce Development Tools
6. Marketing Age E-Commerce Shop Front on PI Mall
7. xxXxxxx.xxx E-Commerce Website
8. Domain Name (xxxxxxx.xxx, xxxxxxx.xxx.xx, xxxxxxxxxxxxx.xxx)
9. Network Equipments
10. Photocopier
11. Fax Machine
12. Business Books of MarketingAge
EXHIBIT "B"
Shareholder List
Shares Obtained from Sales of assets 2,200,000
----------------------------------------------------------------
Low Eng Teck 261914
Kwek Swee Cheow 261914
Xxxxx Xx Xxxx Xxxxxxx 261900
Han Xxx Xxxx * 197614
Ho Ai Lian 261900
Xxxx Xxxxx Xxxx ** 130943
Xxxx Xxx Oak ** 130957
Chan Eng Xxx 64286
Chee Yew Sing 64286
Han Eng Xxxxx 214286
Xxxxxx Xxxxx 42857
Xxxxxxxx Xxxxxxx 21429
Xxxxx Xxxx @ Xxxxx Xxxxxxx * 32143
Masahide Katsukata 221429
Springfield Technology Ventures * 32143
----------------------------------------------------------------
