SHARE PURCHASE AGREEMENT
THIS AGREEMENT is made as of the 26th day of February, 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 #0000 - 00000 Xxxxxxxxx Xxx
Xxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(the "Vendor")
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 "Purchaser")
WHEREAS:
A. the Vendor is the registered and beneficial owner of all of the issued and
outstanding common shares (the "Common Shares") of 579782 B.C. Ltd. (the
"Company");
B. the Company is indebted to the Vendor for the sum of CDN$183,723.96 (the
"Debt"); and
C. the Vendor wishes to sell, and the Purchaser wishes to purchase, the Common
Shares and the Vendor wishes to assign, and the Purchaser wishes to take an
assignment of, the Debt, both on and subject to the terms and conditions of
this agreement.
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:
Purchase and Sale of Common Shares
1. The Vendor hereby agrees to sell and the Purchaser hereby agrees to
purchase the Common Shares effective the date hereof .
Assignment of Debt
2. The Vendor hereby agrees to assign, and the Purchaser hereby agrees to
take an assignment of, the Debt effective the date hereof.
Consideration
3. In consideration for the sale of the Common Shares by the Vendor to the
Purchaser and the assignment of the Debt from the Vendor to the
Purchaser the Purchaser agrees to issue to the Vendors 145 shares of
non-transferable Convertible Preferred Stock in the capital of the
Purchaser at a deemed price of $1,000 per share on or before March 31,
1999. The shares of Convertible Preferred Stock shall be deemed to
convert into shares of Common Stock of the Purchaser on the later of:
(a) the date which is six months from the date of this Agreement; or
(b) the date which is five business days from the effective date of a
registration statement filed with the United States Securities
and Exchange Commission in respect of the shares of Common Stock
of the Purchaser to be issued upon the deemed conversion of the
shares of Convertible Preferred Stock.
4. Each share of Convertible Preferred Stock shall convert in one share of
Common Stock of the basis of the deemed purchase price for each such
share of Convertible Preferred Stock divided by 75% of the closing bid
price of the Company's shares of Common Stock for the five trading days
immediately preceding the deemed exercise of the shares of Convertible
Preferred Stock. The Purchaser shall file a registration statement with
the United States Securities and Exchange Commission on or before May
31, 1999 and shall use its best efforts to make same effective as soon
as practicable thereafter.
Representations and Warranties
5. The Vendor represents and warrants to and in favour of the Purchaser,
with the intent that the Purchaser will rely thereon in entering into
this agreement and in completing the transactions contemplated hereby,
that:
(a) Ownership of Shares. The issued and outstanding Common Shares in
the capital stock of the Company consist of 100 Common Shares,
which Common Shares shall be validly issued and outstanding as
fully paid and non-assessable Common Shares. The Vendor is the
registered and beneficial owner the Common Shares;
(b) No Encumbrances. The Vendor owns the Common Shares free and clear
of any and all liens, charges, pledges, encumbrances,
restrictions on transfer and adverse claims whatsoever including
pooling and voting trust agreements;
(c) No Option. No person, firm or corporation has any agreement or
option or any right capable of becoming an agreement or option
for the acquisition of the Common Shares or for the purchase,
subscription or issuance of any of the unissued Common Shares in
the capital of the Company;
(d) Capacity. The Vendor has the full right, power and authority to
enter into this agreement on the terms and conditions contained
herein and to transfer and cause the transfer of full legal,
registered and beneficial title and ownership of their portion of
the Common Shares to the Purchaser as contemplated by item 1
hereof;
(e) No Restrictions. There are no restrictions on the transfer, sale
or other disposition of the Common Shares;
(f) Books and Records. The books and records of the Company fairly
and correctly set out and disclose in all material respects the
financial position of the Company, and all material financial and
other transactions of the Company relating to its business have
been accurately recorded or filed in such books and records;
(g) No Assets or Liabilities. Other than as acquired pursuant to the
terms of certain Assignment Agreements dated February 26, 1999
between the Company and the Vendor the Company has no assets or
liabilities.
Indemnification
6. The Vendor agrees to indemnify and save harmless the Purchaser from and
against any and all claims, demands, actions, suits, proceedings,
assessments, judgments, damages, costs, losses and expenses, including
any payment made in good faith in settlement of any claim resulting
from the breach by it of any representation or warranty under this
agreement or from any material misrepresentation in or omission from
any certificate or other instrument furnished or to be furnished by the
Vendor to the Purchaser hereunder.
Counterparts
7. 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
8. 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
