ACQUISITION AGREEMENT THIS AGREEMENT is dated for reference this 21st day of October, 2003.
THIS AGREEMENT is dated for reference this 21st day of October, 2003.
BETWEEN:
MOVITO HOLDINGS LTD. (Movito) a Company incorporated pursuant to the laws of the State of Nevada, USA, being the sole shareholder of 657333 BC LTD. (“Netcash”), a company incorporated pursuant to the laws of British Columbia and having an office located at Box 18, 323 – ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, jointly the “Vendors”;
OF THE FIRST PART
AND:
▇▇▇▇ ▇▇▇▇▇▇, an individual residing and doing Business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇; the ("Purchaser”)
OF THE SECOND PART
WHEREAS:
| A. |
Movito and Netcash are in
the business of managing and servicing cash transactions operations on
Automated Tellers Machines (ATMs) contracted with retail operators and |
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| B. |
At Closing, Movito shall
own a 100% interest in all the issued and outstanding shares in the common
stock of Netcash and Netcash shall own: |
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| a. |
5 Service and Management Contracts with
retail locations’ operators attached as schedule “A” |
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| b. | 1 Processing Contract with a cash transaction
processor (Calypso Canada Ltd.) for 5 Automated Teller Machines (ATM)
attached as schedule “B” to this agreement and |
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| c. | 100% interest in the ownership of one
ATM presently under one of Netcash managed retail operators contracts
as described in attached schedule “C” |
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| d. | The Vendor has the exclusive right to
use the trade name “Netcash”. The Vendors shall also
own 100% interest in the marketing concepts; proprietary information relating
to the servicing, cash transaction processing and management of the ATMs
including, without limitation, all tangible and intangible assets and
goodwill, (collectively, “the Assets”); and |
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| C. | The Vendors wish to sell
a 100% interest in all issued and outstanding shares in the Capital of
Netcash (the “Shares”) upon the following terms; |
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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. NETCASH’S REPRESENTATIONS
Movito and Netcash hereby jointly and severally make the following representations and warranties to purchaser, 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 purchaser and shall survive the Closing Date:
| (a) |
The authorized capital of Netcash consists
of 100,000,000 common shares without par value, of which one thousand
(1,000) shares (the “Shares”) are issued as fully paid and non-assessable.
Movito is the registered holder and beneficial owner of the Shares. There
are no outstanding or authorized options, dividends, warrants, agreements,
subscriptions, calls, demand or rights of any character relating to the
capital stock of Netcash, whether or not issued, including, without limitation,
securities convertible into or evidencing the right to purchase any securities
of Netcash; |
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| (b) |
Netcash 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; |
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| (c) |
Netcash 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 Netcash’s assets or the
business conducted by Netcash makes qualification necessary; |
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| (d) |
Netcash has no subsidiaries and owns
no interest in any corporation, partnership, proprietorship or any other
business entity; |
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| (e) |
Netcash 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
Netcash’s assets are in its possession and control; |
|
| (f) |
Netcash has not given a power of attorney,
which is currently in effect, to any person, firm or corporation for any
purpose whatsoever; |
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| (g) |
Netcash has not entered into any other
agreement or granted any option to sell or otherwise transfer any of its
assets; |
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| (h) |
To the knowledge of Netcash, 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. Netcash is not in default and has not received
or given any notice of default, and to Netcash’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
Netcash’s assets or its business; |
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| (i) |
There are no outstanding orders, judgments,
injunctions, awards or decrees of any court, arbitrator or governmental
or regulatory body involving Netcash. No suit, action or legal, administrative,
arbitration or other proceeding or reasonable basis therefor, or, to the
best of Netcash’s knowledge, no investigation by any governmental
agency pertaining to Netcash or its assets is pending or has been threatened
against Netcash which could adversely affect the |
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financial condition or prospects of
Netcash or the conduct of the business thereof or any of Netcash’s
assets or materially adversely affect the ability of the shareholders
of Netcash to consummate the transactions contemplated by this Agreement; |
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| (j) |
To its knowledge, Netcash 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; |
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| (k) |
Netcash 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; |
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| (l) |
The Articles of Netcash permit it to
carry on its present business and to enter into this Agreement; |
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| (m) |
The performance of this Agreement will
not be in violation of the Articles of Netcash or any agreement to which
Netcash is a party and will not give any person any right to terminate
or cancel any agreement or any right enjoyed by Netcash 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 Netcash; |
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| (n) |
Netcash holds all permits, licences,
registrations and authorizations necessary for it to conduct its business; |
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| (o) |
Netcash is not in violation of any federal,
state, municipal or other law, regulation or order of any government or
regulatory authority; |
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| (p) |
Netcash 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; |
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| (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; |
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| (r) |
The corporate records and minute books
of Netcash contain complete and accurate minutes of all meetings of the
directors and shareholders of Netcash held since incorporation; |
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| (s) |
All material transactions of Netcash
have been promptly and properly recorded or filed in or with its respective
books and records; and |
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| (t) |
Netcash 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. |
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3. SALE OF SHARES
On the Closing Date, upon the terms and conditions herein set forth, the purchaser agrees to purchase a 100% undivided right, title and interest in and to the Shares in consideration of purchaser delivering to Movito certified funds in the amount of US$25,000 payable to Movito.
4. CLOSING
The sale and purchase of the Share shall be closed at the office of Movito at 10:00 A.M. (Vancouver time) on October 28, 2003 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, Movito and the purchaser covenant and agree that:
| (a) |
Movito and purchaser, and their authorized
representatives, shall have full access during normal business hours to
all documents of Movito and purchaser and each party shall furnish to
the other party or its authorized representatives all information with
respect to the affairs and business of Movito and purchaser as the parties
may reasonably request; |
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| (b) |
Movito and purchaser shall conduct their
business diligently and substantially in the manner previously conducted
and Movito and purchaser 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 Movito nor
purchaser 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; |
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| (c) |
Without the prior written consent of
the other party, neither Movito nor purchaser shall increase or decrease
the compensation provided to its employees, officers, directors or agents; |
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| (d) |
Neither Movito nor purchaser 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; |
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| (e) |
Neither Movito nor purchaser 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 |
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| (f) |
Neither Movito nor purchaser 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. |
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6. CONDITIONS PRECEDENT TO PURCHASER’S OBLIGATIONS
Each and every obligation of the purchaser 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 purchaser:
| (a) | The representations and
warranties made by Movito 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; |
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| (b) | Movito 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; |
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| (c) | Movito shall have provided
Link with the opportunity to review all of Movito’s relevant financial
records and purchaser shall be satisfied with such review as purchaser
may determine in its sole opinion; |
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| (d) | Movito shall have obtained
the necessary consent of its shareholders to effect the transactions contemplated
herein; |
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| (e) | Movito shall deliver to
purchaser: |
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| (i) |
a certified true copies of resolutions
of Movito and Netcash’s Board of Directors authorizing the transfer
of the Shares from Movito to purchaser, the registration of the Shares
in the name of the purchaser and the issuance of a share certificate representing
the Shares in the name of the purchaser; |
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| (ii) |
share certificates representing the
Shares issued in the name of Movito accompanied by duly executed Irrevocable
Powers of Attorney to transfer the Shares to purchaser; and |
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| (iii) | A share certificate or certificates
registered in the name of the purchaser, signed by the President of Movito,
representing the Shares. |
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| (iv) | Duly executed original copies of ▇▇▇▇▇
▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇’▇ resignations from Netcash’s Board
of Directors. |
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7. CONDITIONS PRECEDENT TO MOVITO’S OBLIGATIONS
Each and every obligation of Movito and Netcash 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 Movito:
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| (a) | The representations and warranties made by purchaser
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) | The purchaser 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; |
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.
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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.
| Per: “Carmelo Mamertino” | “▇▇▇▇ ▇▇▇▇▇▇” |
| Authorized Signatory | ▇▇▇▇ ▇▇▇▇▇▇ |
657333 BC LTD. (NETCASH)
| Per: “▇▇▇▇▇ ▇▇▇▇▇▇” |
| Authorized Signatory |