DATED 29 SEPTEMBER, 1999
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(1) INTELECOM CORPORATION INC.
(2) RHONE FINANCIAL INDEMNITY RE. LIMITED
_____________________________
SHARE SALE AGREEMENT
relating to shares in
Telemonde Inc.
_____________________________
THIS AGREEMENT is made the 29 day of September, 1999.
BETWEEN
(1) INTELECOM CORPORATION INC., a company incorporated in the British Virgin
Islands with IBC No. 3364967 whose registered office is at Lake Building,
1st Floor, Wickhams Cay 1, P.O. Box 3152, Road Town, Tortola, British
Virgin Islands ("the Purchaser"); and
(2) RHONE FINANCIAL INDEMNITY RE. LIMITED, a company incorporated in the
Republic of Ireland with No. 234058 whose registered office is at 00 Xxxx
Xxxx, Xxxxx, Xxxxxx Xxxxxx ("xxx Xxxxxx").
WHEREAS
The Vendor has agreed to sell and the Purchaser has agreed to purchase
29,260,000 shares of Common Stock, US $0.001 par value per share, in the capital
of Telemonde Inc. ("the Shares") a company incorporated in Nevada, USA ("the
Company") on the terms and conditions hereinafter contained ("the Acquisition").
NOW IT IS HEREBY AGREED as follows
1. Interpretation
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1.1 In this agreement where the context so admits, words and expressions
defined in particular clauses or in the recitals hereto shall bear the same
meaning throughout.
1.2 Save as otherwise expressly provided in this agreement words and
expressions defined in the Companies Xxx 0000 (as amended) shall (unless
the context clearly does not so permit) bear the same meanings where used
in this agreement.
1.3 A business day shall mean any day (not being a Saturday) on which banks
generally are open for business in the City of London.
1.4 The clause headings in this agreement are for convenience only and shall
not affect the interpretation hereof.
1.5 References to any statutory provision enacted or accounting principles
applying in England shall be deemed to include reference to corresponding
or equivalent provision in the local legislation in force or generally
accepted accounting principles applying where the Company so carries on
business.
2. Sale of the Shares
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2.1 The Vendor hereby agrees to sell the Shares to the Purchaser and the
Purchaser agrees to purchase the same free from all liens, charges and
encumbrances and otherwise with full title guarantee for the purposes of
the Law of Property (Miscellaneous Provisions) Xxx 0000 together with the
benefit of all rights and profits attaching thereto including all
rights to dividends and other distributions declared, made or paid thereon
after the date hereof.
2.2 Nothing in this Agreement shall oblige the Purchaser to purchase any of the
Shares unless the sale and purchase of all the Shares is completed
simultaneously in accordance with the terms hereof.
3. Consideration
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The consideration for the sale of the Shares shall be US$32,917,500
(thirty-two million nine hundred and seventeen thousand five hundred US
dollars) ("the Consideration").
4. Completion
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4.1 Completion of this Agreement ("Completion") shall take place at the offices
of Messrs. Gouldens at 00 Xxxxx Xxxxxx Xxxxxx XX0X 0XX immediately
following the signature hereof, when:
(a) the Vendor shall deliver to the Purchaser duly executed transfers in
respect of the Shares together with the relative share certificate(s)
and shall procure that a meeting of the Directors of the Company is
held at which the share transfer shall be approved for registration
and the name of the Purchaser shall be entered into the Register of
Members of the Company as the holder of the Shares;
(b) subject to the Vendor having complied with paragraph (a), the
Purchaser shall in accordance with clause 3 pay the Consideration to
the Vendor.
5. Further Assurance
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The Vendor hereby agrees to do any such further acts, documents and things
as the Purchaser may reasonably require to vest the beneficial ownership of
the Shares in the Purchaser.
6. Survival of Agreement.
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This Agreement shall insofar as the terms hereof remain to be performed, or
are capable of subsisting, remain in full force and effect and
notwithstanding Completion.
7. Costs.
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Each party shall pay its own costs and expenses in connection with the
preparation and carrying into effect of this Agreement.
8. Successors and Assigns.
----------------------
This Agreement shall be binding upon and enure for the benefit of each
party's successors in title and assigns.
9. Notices
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Without prejudice to any other method available for the giving of notice,
any notice or other communication desired to be given or made hereunder may
be given or made by sending the same by post or courier delivery to the
address of the party shown above or such other address as has previously
been notified by that party to the other party in accordance with this
clause. Any such notice if sent by post as aforesaid shall be deemed to
have been received on the fifth business day after the posting of the same
and if sent by courier it shall be deemed to have been received on delivery
if sent on a business day or (if not so sent) on the first business day
thereafter.
10. General.
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10.1 This Agreement represents the entire agreement between the parties in
relation to the sale of the Shares and it may only be varied by written
document signed by each of the parties.
10.2 The obligations and liabilities of a party hereto shall not be prejudiced,
released or effected by any time or forbearance or indulgence, release or
compromise given or granted by any person to whom such obligations and
liabilities owed or by any other person to such party nor by any other
matter or circumstances which (but for this provision) would operate to
prejudice, release or effect any such obligations except express written
release by the party to whom the relevant obligations and liabilities are
owed.
10.3 This Agreement shall be governed by and construed in accordance with
English law and the parties hereby irrevocably submit themselves to the
non-exclusive jurisdiction of the English courts.
IN WITNESS WHEREOF this Agreement has been duly executed the day and year first
before written.
Executed and Delivered as a Deed of )
INTELECOM CORPORATION INC. ) /s/ Xxxx Xxxxxxx [Corporate Seal]
acting by: ) For Xxxxx Trust Ltd.
Director
Director/Secretary
Executed and Delivered as a Deed of )
RHONE FINANCIAL ) /s/ X. Xxxxxxx [Corporate Seal]
INDEMNITY RE. LIMITED )
acting by: )
Director
Director/Secretary