SHARE EXCHANGE AGREEMENT
THIS AGREEMENT is made as of the day of September, 1999.
BETWEEN:
ABDE HOLDINGS LTD., a company duly incorporated pursuant to
the laws of the Province of British Columbia and having its
registered office located at #1107 - 00000 Xxxxxxxxx Xxx
Xxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
("ABDE")
AND:
ILINK TELECOM, INC., a body corporate with an office for
business located at Suite 1910, 0000 Xxxx Xxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
(the "Corporation")
WHEREAS:
A. Pursuant to the terms of a Share Purchase Agreement dated February
26, 1999 between the Corporation and ABDE the Corporation acquired
all of the issued and outstanding common shares of iLink Telecom (B.C.)
Inc. (formerly 579782 B.C. Ltd.) from ABDE in exchange for 145 shares
of Series A Convertible Preferred Stock at a price of $1,000 per share
(the "Preferred Shares");
B. On March 17, 1999 the Board of Directors of the Corporation approved an
amendment to the Corporation's Articles of Incorporation and the Board
of Directors adopted a Certificate of Designation regarding the
creation of Series A Convertible Preferred Stock;
C. On March 31, 1999 the Corporation issued to ABDE the Preferred Shares;
D. The Preferred Shares will convert into shares of the Corporation's
common stock on the date which is five business days after the
effective date of a registration statement covering the shares of the
Corporation's Common Stock to be issued upon conversion of the
Preferred Shares at the Conversion Rate as defined in the Certificate
of Designation; and
E. The Corporation proposes to enter into certain agreements with, inter
alia, Voice and Data Network USA, Inc. (the "VDN Agreements") which
will require as a condition precedent to closing that there shall be no
outstanding capital stock of the Corporation that is senior to the
Corporation's Common Stock as to dividends or liquidation preference
(other than the Series B Preferred Stock that is to be issued to Voice
and Data Network USA, Inc. pursuant to the VDN Agreements).
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises
and the mutual covenants, agreements, representations and warranties contained
herein, the parties hereto hereby agree as follows:
Exchange of Shares
1. The Preferred Shares be and are hereby cancelled and the Corporation
shall issue to ABDE in exchange for the Preferred Shares 96,666 shares
of the Corporation's Common Stock valued at $1.50 per share, which
shares shall be fully paid and non-assessable.
Registration Statement
2. The Corporation shall amend the registration statement filed with the
United States Securities and Exchange Commission August 9, 1999 to
qualify the resale of the 96,666 shares of Common Stock issued to ABDE
hereunder in exchange for the Preferred Shares and shall use its best
efforts to make same effective as soon as practicable thereafter.
Counterparts
3. This Agreement may be signed in any number or counterparts or facsimile
counterparts, each of which shall be deemed to be an original and all
of which together shall be deemed to be one and the same document.
Independent Legal Advice
4. The parties hereto acknowledge that they have each received independent
legal advice with respect to the terms of this agreement and the
transactions contemplated herein or have knowingly and willingly
elected not to do so. The parties hereto further acknowledge that this
agreement has been prepared by Century Capital Management Ltd. as a
convenience to the parties only, and that Century Capital Management
Ltd. has not provided any of the parties hereto with any professional
advice with respect to this agreement.
IN WITNESS WHEREOF the parties have executed this agreement effective as of the
day and year first above written.
ABDE HOLDINGS LTD.
By:
Witness Authorized Signatory
Name
Address
ILINK TELECOM INC.
By:
Witness Authorized Signatory
Name
Address
This is page 3 to the Share Exchange Agreement dated September , 1999 between
ABDE Holdings Ltd. iLink Telecom, Inc. --
