ACQUISITION AGREEMENT
THIS AGREEMENT is dated for reference this 15th day of
February, 2002.
BETWEEN:
XXXXX XXXXXX ("Xxxxxx") and XXXXXX XXXXXXX ("Xxxxxxx"), being
the principals of BUSINESS TO BUSINESS PUBLISHING LTD.
("B2B"), a company incorporated pursuant to the laws of
British Columbia and having an office located at 804 - 000
Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0;
OF THE FIRST PART
AND:
LINK MEDIA PUBLISHING LTD., a company incorporated pursuant
to the laws of Nevada and having an office located at 200
- 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0;
("Link")
OF THE SECOND PART
WHEREAS:
A. B2B is engaged in the business of publishing and distributing business to
business media products; and
B. Link desires to purchase all the issued and outstanding shares of common
stock in the capital of B2B (the "Shares") on the terms and conditions
hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the premises and mutual agreements and covenants herein contained, the
parties hereby covenant and agree as follows:
1. B2B'S REPRESENTATIONS
Xxxxxx, Xxxxxxx and B2B hereby jointly and severally make the
following representations and warranties to Link, each of which is true and
correct on the date hereof and will be true and correct on the Closing Date,
each of which shall be unaffected by any investigation made by Link and shall
survive the Closing Date:
(a) The authorized capital of B2B consists of 10,000 common shares without
par value and 10,000 preferred shares with a par value of CND
$1,000.00 each, of which two common shares (the "Shares") are issued
as fully paid and non-assessable. Xxxxxx and Xxxxxxx are each the
registered holder and beneficial owner of one Share. There are no
outstanding or authorized options, dividends, warrants, agreements,
subscriptions, calls, demand or rights of any character relating to
the capital stock of B2B, whether or not issued, including, without
limitation, securities convertible into or evidencing the right to
purchase any securities of B2B;
(b) B2B is a corporation duly incorporated, validly existing and in good
standing under the laws of British Columbia and has all requisite
corporate power and authority to own its property and operate its
business as and where it is now being conducted;
(c) B2B is duly licensed or qualified and in good standing in the province
of British Columbia, which is the sole jurisdiction in which the
nature of B2B's assets or the business conducted by B2B makes
qualification necessary;
(d) B2B has no subsidiaries and owns no interest in any corporation,
partnership, proprietorship or any other business entity;
(e) B2B has good and marketable title to all of its assets free and clear
of all mortgages, liens, pledges, charges, claims, leases,
restrictions or encumbrances of any nature whatsoever, and subject to
no restrictions with respect to transferability. All of B2B's assets
are in its possession and control;
(f) B2B has not given a power of attorney, which is currently in effect,
to any person, firm or corporation for any purpose whatsoever;
(g) B2B has not entered into any other agreement or granted any option to
sell or otherwise transfer any of its assets;
(h) To the knowledge of B2B, each contract, lease, license, commitment and
agreement to which it is a party is in full force and effect and
constitutes a legal, valid and binding obligation of all of the
parties thereto. B2B is not in default and has not received or given
any notice of default, and to B2B's knowledge, no other party thereto
is in default, under any such contract, lease, license, commitment or
other agreement or under any other obligation relating to B2B's assets
or its business;
(i) There are no outstanding orders, judgments, injunctions, awards or
decrees of any court, arbitrator or governmental or regulatory body
involving B2B. No suit, action or legal, administrative, arbitration
or other proceeding or reasonable basis therefor, or, to the best of
B2B's knowledge, no investigation by any governmental agency
pertaining to B2B or its assets is pending or has been threatened
against B2B which could adversely affect the financial condition or
prospects of B2B or the conduct of the business thereof or any of
B2B's assets or materially adversely affect the ability of the
shareholders of B2B to consummate the transactions contemplated by
this Agreement;
(j) To its knowledge, B2B has not infringed any patent or patent
application, copyright or copyright application, trademark or
trademark application or trade name or other proprietary or
intellectual property right of any other person or received any notice
of a claim of such infringement;
(k) B2B has the right to use all data and information necessary to permit
the conduct of its business from and after the Closing Date, as such
business is and has been normally conducted;
(l) The Articles of B2B permit it to carry on its present business and to
enter into this Agreement;
(m) The performance of this Agreement will not be in violation of the
Articles of B2B or any agreement to which B2B is a party and will not
give any person any right to terminate or cancel any agreement or any
right enjoyed by B2B and will not 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 assets of B2B;
(n) B2B holds all permits, licences, registrations and authorizations
necessary for it to conduct its business;
(o) B2B is not in violation of any federal, state, municipal or other law,
regulation or order of any government or regulatory authority;
(p) B2B has filed with the appropriate government agencies all tax or
information returns and tax reports required to be filed, and such
filings are substantially true, complete and correct;
(q) All federal, state, municipal, foreign, sales, property or excise or
other taxes whether or not yet due have been fully paid or adequately
provided for;
(r) The corporate records and minute books of B2B contain complete and
accurate minutes of all meetings of the directors and shareholders of
B2B held since incorporation;
(s) All material transactions of B2B have been promptly and properly
recorded or filed in or with its respective books and records; and
(t) B2B has complied with all laws, rules, regulations and orders
applicable to it relating to employment, including those relating to
wages, hours, collective bargaining, occupational health and safety,
employment standards and workers' compensation.
2. LINK'S REPRESENTATIONS
Link hereby makes the following representations and warranties
to Xxxxxx, Xxxxxxx and B2B, each of which is true and correct on the date hereof
and will be true and correct on the Closing Date, each of which shall be
unaffected by any investigation made by Xxxxxx, Xxxxxxx or B2B and shall survive
the Closing Date:
(a) The authorized capital of Link consists of 70,000,000 shares of common
stock and 5,000,000 shares of preferred stock with par value of $0.001
each, of which 3,500,000 shares are issued as fully paid and
non-assessable. There are no outstanding or authorized options,
dividends, warrants, agreements, subscriptions, calls, demand or
rights of any character relating to the capital stock of Link, whether
or not issued, including, without limitation, securities convertible
into or evidencing the right to purchase any securities of Link.
However, it is contemplated that Link will issue additional shares of
common stock in order to raise financing necessary to fund the
acquisition and development of B2B's business;
(b) Link is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Nevada and has all requisite
corporate power and authority to own its property and operate its
business as and where it is now being conducted;
(c) Link is in good standing with respect to its filings with the Nevada
Secretary of State;
(d) Link has no subsidiaries and owns no interest in any corporation,
partnership, proprietorship or any other business entity;
(e) Link currently has no assets or liabilities other than cash received
for share subscriptions;
(f) Link has not entered into any other agreement or granted any option to
sell or otherwise transfer any of its assets or its securities;
(g) Link is not a party to any contracts, leases, licenses, commitments
and other agreements relating to its assets or its business;
(h) There are no outstanding orders, judgments, injunctions, awards or
decrees of any court, arbitrator or governmental or regulatory body
involving Link. No suit, action or legal, administrative, arbitration
or other proceeding or reasonable basis therefor, or, to the best of
Link's knowledge, no investigation by any governmental agency,
pertaining to Link or its assets is pending or has been threatened
against Link which could adversely affect the financial condition or
prospects of Link or the conduct of the business thereof or any of
Link's assets or materially adversely affect the ability of Link to
consummate the transactions contemplated by this Agreement;
(i) The Articles and Bylaws of Link permit it to carry on its present
business and to enter into this Agreement;
(j) The performance of this Agreement will not be in violation of the
Articles or Bylaws of Link or any agreement to which Link is a party;
(k) Link is not in violation of any federal, state, municipal or other
law, regulation or order of any government or regulatory authority;
(l) Link has filed with the appropriate government agencies all tax or
information returns and tax reports required to be filed, and such
filings are substantially true, complete and correct;
(m) no federal, state, municipal, foreign, sales, property or excise or
other taxes are payable by Link;
(n) The corporate records and minute books of Link contain complete and
accurate minutes of all meetings of the directors and shareholders of
Link held since incorporation; and
(o) All material transactions of Link have been promptly and properly
recorded or filed in or with its respective books and records.
3. SALE OF SHARES
On the Closing Date, upon the terms and conditions herein set
forth, Link agrees to purchase a 100% undivided right, title and interest in and
to the Shares in consideration of Link issuing to Xxxxxx and Xxxxxxx his
proportionate share of 2,600,000 restricted shares of common stock in the
capital of Link (the "Vend-In Stock"). In further consideration, Link shall
commit to lend, without any fixed terms of repayment, the sum of US$50,000 to
B2B, which B2B shall use primarily to pay its outstanding liabilities.
4. CLOSING
The sale and purchase of the Share shall be closed at the
office of B2B at 10:00 A.M. (Vancouver time) on February 22, 2002 or on such
other date or at such other place as may be agreed upon by the parties (the
"Closing Date").
5. ACTIONS BY THE PARTIES PENDING CLOSING
From and after the date hereof and until the Closing Date, B2B
and Link covenant and agree that:
(a) B2B and Link, and their authorized representatives, shall have full
access during normal business hours to all documents of B2B and Link
and each party shall furnish to the other party or its authorized
representatives all information with respect to the affairs and
business of B2B and Link as the parties may reasonably request;
(b) B2B and Link shall conduct their business diligently and substantially
in the manner previously conducted and B2B and Link shall not make or
institute any unusual or novel methods of purchase, sale, management,
accounting or operation, except with the prior written consent of the
other party. Neither B2B nor Link shall enter into any contract or
commitment to purchase or sell any assets or engage in any transaction
not in the usual and ordinary course of business without the prior
written consent of the other party;
(c) Without the prior written consent of the other party, neither B2B nor
Link shall increase or decrease the compensation provided to its
employees, officers, directors or agents;
(d) Neither B2B nor Link will amend its Articles of Incorporation or
Bylaws, or make any changes in its respective authorized or issued
capital without the prior written approval of the other party;
(e) Neither B2B nor Link shall act or omit to do any act, or permit any
act or omission to act, which will cause a breach of any contract,
commitment or obligation; and
(f) Neither B2B nor Link will declare or pay any dividend or make any
distribution, directly or indirectly, in respect of their respective
capital stock, nor will they directly or indirectly redeem, purchase,
sell or otherwise acquire or dispose of shares in their respective
capital stock.
6. CONDITIONS PRECEDENT TO LINK'S OBLIGATIONS
Each and every obligation of Link to be performed on the
Closing Date shall be subject to the satisfaction by the Closing Date of the
following conditions, unless waived in writing by Link:
(a) The representations and warranties made by B2B in this Agreement shall
be true and correct on and as of the Closing Date with the same effect
as though such representations and warranties had been made or given
by the Closing Date;
(b) B2B shall have performed and complied with all of their obligations
under this Agreement which are to be performed or complied with by
them by the Closing Date;
(c) B2B shall have provided Link with the opportunity to review all of
B2B's relevant financial records and Link shall be satisfied with such
review as Link may determine in its sole opinion;
(d) B2B shall have obtained the necessary consent of its shareholders to
effect the transactions contemplated herein;
(e) B2B shall deliver to Link:
(i) a certified true copy of resolutions of B2B's Board of Directors
authorizing the transfer of the Shares from Xxxxxx and Xxxxxxx to
Link, the registration of the Shares in the name of the Link and
the issuance of a share certificate representing the Shares in
the name of the Link;
(ii) share certificates representing the Shares issued in the name of
Xxxxxx and Xxxxxxx accompanied by duly executed Irrevocable
Powers of Attorney to transfer the Shares to Link; and
(iii) A share certificate or certificates registered in the name of
the Link, signed by the President of B2B, representing the
Shares.
7. CONDITIONS PRECEDENT TO B2B'S OBLIGATIONS
Each and every obligation of Xxxxxx, Xxxxxxx and B2B to be
performed on the Closing Date shall be subject to the satisfaction by the
Closing Date of the following conditions, unless waived in writing by the B2B:
(a) The representations and warranties made by Link in this Agreement
shall be true and correct on and as of the Closing Date with the same
effect as though such representations and warranties had been made or
given by the Closing Date;
(b) Link shall have performed and complied with all of its obligations
under this Agreement which are to be performed or complied with by its
by the Closing Date;
(c) Link shall deliver to B2B:
(i) a certified true copy of resolutions of Link's Board of Directors
authorizing the issuance of the Vend-In Shares to Xxxxxx and
Xxxxxxx and appointing Xxxxxx and Xxxxxxx to the Board of
Directors;
(ii) share certificates representing the Link Shares issued in the
names of Xxxxxx and Xxxxxxx in equal amounts in accordance with
paragraph 3 herein, representing the Shares; and
(iii) documentation evidencing Link's obligation to lend US$50,000 to
B2B in accordance with paragraph 3 herein in a form satisfactory
to B2B.
8. FURTHER ASSURANCES
The parties hereto covenant and agree to do such further acts
and execute and deliver all such further deeds and documents as shall be
reasonably required in order to fully perform and carry out the terms and intent
of this Agreement.
9. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement to date
between the parties hereto and supersedes every previous agreement,
communication, expectation, negotiation, representation or understanding,
whether oral or written, express or implied, statutory or otherwise, between the
parties with respect to the subject of this Agreement.
10. NOTICE
10.1 Any notice required to be given under this Agreement shall be
deemed to be well and sufficiently given if delivered by hand to either party at
their respective addresses first noted above.
10.2 Either party may time to time by notice in writing change its
address for the purpose of this section.
11. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
12. TITLES
The titles to the respective sections hereof shall not be
deemed a part of this Agreement but shall be regarded as having been used for
convenience only.
13. SCHEDULES
The schedules attached to this Agreement are incorporated into
this Agreement by reference and are deemed to be part hereof.
14. SEVERABILITY
If any one or more of the provisions contained herein should
be invalid, illegal or unenforceable in any respect in any jurisdictions, the
validity, legality and enforceability of such provisions shall not in any way be
affected or impaired thereby in any other jurisdiction and the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.
15. APPLICABLE LAW
The situs of the Agreement is Vancouver, British Columbia, and
for all purposes this Agreement will be governed exclusively by and construed
and enforced in accordance with laws prevailing in the Province of British
Columbia. The parties hereto agree to attorn to the jurisdiction of the Courts
of the Province of British Columbia.
16. ENUREMENT
This Agreement shall enure to the benefit of and be binding
upon the parties hereto and their respective successors and permitted assigns.
IN WITNESS WHEREOF this Agreement has been executed as of the
day and year first above written.
BUSINESS TO BUSINESS PUBLISHING LTD. LINK MEDIA PUBLISHING LTD.
PER: /s/ Xxxxx Xxxxxx PER: /s/ Xxxx Hope
-------------------------- -------------------------
Authorized Signatory Authorized Signatory
/s/ Xxxxx Xxxxxx /s/ Xxxxxx Xxxxxxx
-------------------------- -------------------------
Xxxxx Xxxxxx Xxxxxx Xxxxxxx
