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Exhibit 99.3
STOCK PURCHASE AGREEMENT
THIS AGREEMENT made the 22nd day of March, 2000.
BETWEEN:
IMPERIUM CAPITAL (USA), INC., a company incorporated under the
laws of Delaware, having a registered office and address at
0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
("Imperium" or "Purchasers")
AND:
XXXXXX XXXXXXX, a businessman, having an address at 000 X. Xxxxxxx,
Xxxxx Xxxx, Xxxxxxxx 00000
(the "Seller")
WHEREAS:
A. Imperium has an interest in acquiring from the Seller shares of the
common stock of the "Surviving Company" to the merger of Rich Earth, Inc., a
Nevada corporation and GlobalNet International, Inc., a Delaware corporation
(formerly known as DTA Communications Network, LLC) (the "Merger").
B. The Seller at the time of closing the Merger will be the legal or
beneficial owner of a majority stock position of the outstanding common stock of
the Surviving Company to the Merger, and has agreed to sell 1,500,000 of these
shares (the "Shares") to Imperium on the terms and conditions set out in this
Agreement.
C. The parties hereto have reached the following agreement with respect to
the sale by the Seller of such Common Stock from the Seller to Imperium;.
NOW THEREFORE, for valuable consideration and upon the mutual covenants and
promises contained herein, the parties hereto agree as follows:
TERMS OF PURCHASE
1. Consideration and Payment for the Shares. In consideration for the
Shares, Imperium will pay to Seller the purchase price of One Million
and Five Hundred Thousand ($1,500,000) Dollars in U.S. currency,
representing a price of $1.00 per Share ("Purchase Price") thirty (30)
days from the date of the Merger has been made effective by filing
appropriate certificates of merger in the States of Delaware and Nevada
("Closing Time"). The Purchase Price will be payable only at Closing
Time. If the Closing Time has not occurred within three (3) month from
the date hereof this Agreement shall be null and void and neither party
shall have any further liability to the other.
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2. Delivery of Stock Certificate. At Closing Time, the Seller will deliver
the Certificates representing the Shares, as directed by Imperium, and
appropriate powers of attorney made in blank with requisite medallion
guaranties in a form acceptable to the Surviving Company's transfer
agent for transfer of the Shares into the name of Imperium or
Imperium's designee. The Shares shall be legended with the following
restriction:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT") AND ARE "RESTRICTED SECURITIES" AS DEFINED IN RULE 144
PROMULGATED UNDER THE ACT. THE SECURITIES MAY NOT BE SOLD OR
OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (i) IN
CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SHARES UNDER THE ACT OR (ii) IN COMPLIANCE WITH RULE 144, OR
(iii) PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION NOT
SUBJECT TO THE ACT.
3. Unregistered Shares -- Rule 144. Imperium understands that the shares
held by the Seller are considered restricted securities and must be
held indefinitely by Imperium unless subsequently registered with the
Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, or unless an exemption from such registration is
available. Imperium is aware of the provisions of Rule 144 promulgated
under the Securities Act of 1933 which permit limited resale of
restricted shares subject to the satisfaction of certain conditions,
including, among other things, the existence of a public market for the
shares, the availability of certain current public information about
the Company, the resale occurring not less than one year after a party
has purchased and paid for the security to be sold, the sale being
effected through a retail broker or in transactions directly with a
market maker and the number of shares being sold during any three-month
period not exceeding specified limitations.
4. Irrevocable Agreement. Once executed by the parties, this Agreement
will be irrevocable. The Seller will have the obligation to sell the
Shares to Imperium and Imperium will have the obligation to purchase
the Shares from the Seller strictly in accordance to this Agreement.
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller represents and warrants to the Purchaser the following;
5. Transfer of Title. Seller shall transfer title, in and to the Shares to
Imperium free and clear of all liens, security interests, pledges,
encumbrances, charges, restrictions, demands and claims, of any kind or
nature whatsoever, whether direct or indirect or contingent, except for
restrictions on transfer imposed by applicable federal and state
securities laws.
6. No Governmental Action Required. The execution and delivery by the
Seller of this Agreement does not and will not, arid the consummation
of the transactions contemplated
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hereby will not, require any action by or in respect of, or filing
with, any governmental body, agency or governmental official, including
but not limited to the Securities and Exchange Commission, except such
actions or filings that have been undertaken or made prior to the date
of Closing and that will be in full force and effect (or as to which
all applicable waiting periods have expired) on and as of the date
hereof or which are not required to be filed on or prior to the date of
Closing.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser represents and warrants to the Seller the following:
7. Purchaser's Knowledge and Experience. Purchaser is an investor in
securities of companies and acknowledges that it is able to fend for
itself, can bear the economic risk of its investment and has such
knowledge and experience in financial or business matters that it is
capable of evaluating the merits and risks of the investment in the
Shares. Such Purchaser has been furnished with and has had access to
such information as such Purchaser considered necessary to make a
determination as to the purchase of the Shares. Purchaser is an
"accredited investor" within the meaning of Rule 501(A) of SEC
Regulation D) promulgated under the Securities Act of 1933, as amended,
as presently in effect.
MISCELLANEOUS
8. Taxes. Any income taxes required to be paid in connection with the
purchase price being received by the Seller under this Agreement, will
be borne by the Seller who may be required to make such payment. The
Seller agrees to Indemnify Imperium for any liability incurred for not
withholding taxes in the nature of a tax on income which a tax
regulatory may deem should have been deducted from payment of the
purchase price to the Seller.
9. Registration of Stock.
(a) Incidental Registration. The Seller will be the President,
C.E.O. and director of the Surviving Company. If at any time
while the Seller holds such positions the Company decides to
register any of its securities, either for its own account or
the account of a security holder or holders, other than a
registration related solely to an employee benefit plan on
Form S-8 or registration related solely to a Securities and
Exchange Commission Rule 145 transaction, the Seller in his
capacity as President, C.E.O. and director of the Company,
will ensure that the Company will:
i. Promptly give Imperium written notice of such
registration; and
ii. Use its best effort to include in such registration
(and any related qualification under blue sky laws or
other compliance), and in any underwriting involved
therein, all the Shares specified in a written
request or requests, made within 20 days after
receipt of such written notice from the Company, by
Imperium.
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(b) Underwriting. If the registration is for a registered public
offering involving an underwriting, the Seller will ensure the
Company so advises Imperium and request and use his best
efforts to cause the underwriter to include the Shares
acquired or being acquired by Imperium from the Seller in the
underwriting. Imperium agrees to enter into an underwriting
agreement in customary form with the managing underwriter
selected for such underwriting by the Company. Purchaser
understands that such registration rights are subject to the
underwriter's willingness to permit selling shareholders in
the public offering and changes in market conditions which are
not in Seller's control, and Seller shall have performed
hereunder by requesting and using his best efforts to cause
the underwriter to include the Shares in such registration.
(c) Right to Terminate Registration. Imperium understands the
Company will have the right to terminate or withdraw any
registration initiated by it at any time and that the Seller
cannot be held responsible under this Section prior to the
effectiveness of such registration whether or not Imperium has
elected to include its securities in such registration.
(d) Expenses of Registration. All registration expenses incurred
will be borne by the Company, except that Purchaser shall bear
all underwriting discounts, brokerage commission and stock
transfer taxes and expenses.
10. Indemnification. The Seller agrees to indemnify Imperium against and to
pay any loss, damage, expense or claim or other liability incurred or
suffered by Imperium by reason of any intentional material inaccuracy
of any warranty or representation contained in this Agreement.
11. General.
(a) Expenses. Each party hereto shall pay such party's personal
expenses and legal fees in connection with this transaction.
(b) Revisions. The parties hereto by mutual agreement in writing
may extend the time for the performance of any term or
condition of this Agreement, extend the Closing Time of this
Agreement, waive any inaccuracies in any representations
contained herein, and waive the future performance of any
obligation hereunder.
(c) Binding Effect. This Agreement shall be binding upon and enure
to the benefit of the respective parties hereto and any
successors, heirs and assigns, provided that no rights
hereunder can be assigned by any party hereto without the
express written consent of the other parties.
(d) Entire Agreement. This Agreement contains the entire agreement
between the Seller and Imperium regarding this transaction,
and supersedes all prior oral and written understandings and
transactions related thereto.
(e) Governing Law. This Agreement shall be governed by the laws of
the State of Nevada.
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(f) Failure of Merger. In the event that the Merger described
herein does not take place, then this agreement shall be void
and neither party shall thereafter have any liability to the
other.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.
Seller: Buyer:
IMPERIUM CAPITAL (USA), INC.
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By: Xxxxxx Xxxxxxx Per: Xxxxx Gushlak, President
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