THIS STOCK PURCHASE AGREEMENT ("AGREEMENT") MADE THIS _____ DAY OF
_______________ FOR THE SALE OF SHARES, BY QUEST NET CORP. a Florida
Corporation, (called "Purchaser") FROM AFRICAINTERNET, CORP. an Idaho
Corporation (called "Company").
Whereas, the Purchaser desires to acquire and Company desires to sell
forty-nine percent (49%) of the issued and outstanding common stock
(the "AI Stock") of the Company; and
Whereas, in consideration for the AI Stock, the Company has agreed to
accept a combination of cash and securities of the Purchaser
(collectively the "Consideration"); and
Whereas, Purchaser desires to purchase from the Company and the Company
desires to sell to Purchaser, the AI Stock, all upon the terms and
conditions set forth below.
Now, Therefore, in consideration of, and in reliance upon, the
covenants, representations and warranties contained in this Agreement, the
parties agree as follows:
1. Purchase and Sale of AI Stock. Upon the terms and provisions of this
Agreement, Purchaser agrees to purchase and accept delivery from the Company,
and the Company agrees to sell, assign, transfer and deliver to Purchaser, at
the Closing provided for in paragraph 4, the AI Stock, free and clear of all
liens, claims, charges, equities or encumbrances of any kind.
2. Consideration. The aggregate purchase price to be paid by Purchaser for the
AI Stock to be purchased by it pursuant hereto shall be:
a. shares of the Purchaser's common stock ("QN Stock") with an
equivalent market value of Three million eight hundred thousand
($3,800,000) dollars determined by the NASDAQ "bulletin board" (or
other published market price) closing bid price on the day preceding
the Closing; and
b. two hundred thousand ($200,000) dollars paid as follows:
1) $100,000 to the Company's attorney's trust account at
Closing; and
2) $100,000 to the Company's attorney's trust account 60
days after Closing.
3. Restrictive Legend. All shares of AI Stock or QN Stock transferred and/or
received pursuant to this Agreement shall bear the following restrictive legend:
The securities represented hereby have not been registered under the
Securities Act of 1933 (the "Act"), or under the securities laws of any
State. They may not be offered for sale, pledged, hypothecated or
otherwise disposed of, and will not be transferred on the books and
records of the Company, unless (i) they have first been registered
under the Act and/or applicable state securities laws or (ii) unless
counsel for the Company has given an opinion that registration under
the Act and/or applicable state securities laws is not required.
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4. The Closing. The closing of the purchase and sale of the AI Stock (the
"Closing") shall take place at the office of the Purchaser, 0000 X.X. 000xx
Xxxxxx, Xxxxx XX-0, Xxxxxxxx, Xxxxxxx, 00000, (or at such other place as the
parties may mutually agree) on the date of this Agreement, (or on such other
date upon which the parties shall mutually agree). If the Closing is postponed,
all references to the Closing Date in this Agreement shall refer to the
postponed date.
5. Deliveries by Seller. At the Closing, the Company shall deliver the following
to Purchaser:
a. Certificates representing the AI Stock, duly registered in
the name of Purchaser and accompanied by any applicable stock transfer
tax stamps and without any legend or other reference to any encumbrance
except as is set forth in paragraph 3 above.
b. An opinion, dated the Closing Date, counsel for the
Company, in form and substance satisfactory to counsel for Purchaser,
to the effect that:
(i) To the best of the knowledge of Company's counsel, the
Company has good and valid title to the AI Stock and clear of
all liens, claims, charges, restrictions, equities or
encumbrances of any kind (except as set forth in paragraph 3
above), and has full power and the legal right to sell the AI
Stock to Purchaser pursuant to this Agreement;
(ii) The Company has all necessary corporate or other power
and authority to execute and deliver this Agreement;
(iii) This Agreement has been duly executed and delivered by
or on behalf of the Company and is a legal, valid and binding
obligation of the Company enforceable against the Company in
accordance with its terms, except (a) as this Agreement may be
limited by bankruptcy, insolvency, reorganization, fraudulent
conveyance or other laws or equitable principles relating to
or affecting the enforcement of creditors' rights and (b) that
the granting of specific performance is subject to the
discretion of a court of equity;
(iv) The execution and delivery of this Agreement by the
Company and the consummation of the transactions provided for
in this Agreement will not result in any breach of any
contract or agreement which is known to the Company counsel
and to which the Company is a party or by which the Company is
bound;
(v) The Company's counsel knows of no litigation, proceeding
or investigation pending or threatened against the Company
which questions the validity of this Agreement or any action
taken or to be taken by the Company under this Agreement.
6. Documents and Funds To Be Delivered by Purchaser to the Company. At the
Closing, the Purchaser will deliver to the Company:
a. certified or bank cashier's check in the sum of $100,000
payable to the order of the Company at such bank as the Company shall
designate;
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b. Sixty (60) after Closing, a certified or bank cashier's
check in the sum of $100,000 payable to the order of the Company at
such bank as the Company shall designate;
c. The QN Stock as described in paragraph 2a above,
accompanied by any applicable stock transfer tax stamps and without any
legend or other reference to any encumbrance except as is set forth in
paragraph 3 above.; and
d. an opinion, dated the Closing Date, of counsel for the
Purchaser, in form and substance satisfactory to counsel for the
Company, to the effect that:
(i) the Purchaser has all necessary corporate power and
authority to execute and deliver this Agreement;
(ii) this Agreement has been duly authorized, executed and
delivered by the Purchaser and is a valid and binding
obligation of the Purchaser enforceable against the Purchaser
in accordance with its terms, except (a) as the Agreement may
be limited by bankruptcy, insolvency, reorganization,
fraudulent conveyance or other laws or equitable principles
relating to or affecting the enforcement of creditors' rights
and (b) that the granting of specific performance is subject
to the discretion of a court of equity;
(iii) the execution and delivery of this Agreement and the
consummation of the transactions provided for in this
Agreement will not violate the Certificate of Incorporation or
Bylaws of the Purchaser or result in any breach of any
contract or agreement known to the Purchaser's counsel to
which the Purchaser is a party or by which the Purchaser is
bound; and
(iv) the Purchaser's counsel knows of no litigation,
proceeding or investigation pending or threatened against the
Purchaser which questions the validity of this Agreement or
any action taken or to be taken by the Purchaser under this
Agreement.
7. Form and Substance of Documents. The documents and instruments referred to in
paragraphs 5 and 6 shall be in form and substance satisfactory to counsel for
the party to whom they are delivered.
8. Representations and Warranties by the Company. The Company represents and
warrants to Purchaser as follows:
a. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Idaho with
all requisite corporate power and authority to carry on its business as
now being conducted. The authorized stock of the Company is 50,000,000
shares of common stock, $.0001 par value, of which 4,900,000 shares of
stock are issued and outstanding and 5,000,000 shares of preferred
stock, $.01 par value, of which none are either issued or outstanding.
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b. The Company owns all of the AI Stock, free and clear of all
liens, claims, charges, restrictions, equities and encumbrances of any
kind except as set forth in paragraph 3. The Company has full power and
the legal right to sell, assign, transfer and deliver to Purchaser the
AI Stock described in this paragraph. The outstanding shares of Company
and the subsidiary are legally and validly issued, fully paid and
non-assessable.
c. The Company has all necessary corporate or other power and
authority to execute, deliver and perform this Agreement and to
consummate the sale of the AI Stock . This Agreement has been duly
executed by or on behalf of the Company and constitutes the legal,
valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms.
d. Neither the execution, delivery or performance of this
Agreement nor the consummation of any of the transactions provided for
in this Agreement, (i) will violate the Certificate of Incorporation or
Bylaws, if any, of the Company or any law, rule or regulation
applicable to the Company, (ii) will result in any breach of or default
under any provision of any contract or agreement of any kind to which
the Company is a party or by which the Company is bound or to which any
property or asset of the Company is subject, (iii) will cause any
acceleration of maturity of any note, instrument or other obligation to
which the Company is a party or by which the Company is bound or with
respect to which the Company is an obligor or guarantor, or (iv) will
result in the creation or imposition of any lien, claim, charge,
restriction, equity or encumbrance of any kind whatever upon, or give
to any other person any interest or right (including any right of
termination or cancellation) in or with respect to any of the
properties, assets, business, agreements or contracts of the Company.
e. There are no actions, suits, proceedings or investigations,
either at law or in equity, or before any commission or other
administrative authority in any United States or foreign jurisdiction,
of any kind now pending or, to the best of the Company's knowledge,
threatened against the Company that, (i) question the validity of this
Agreement, or (ii) seek to delay, prohibit or restrict in any manner
any action taken or to be taken by the Company under this Agreement.
f. All negotiations relative to this Agreement and the
transactions contemplated by it have been carried on by the Company and
the Purchaser without the intervention of any other person and in a
manner as not to give rise to any valid claim against any of the
parties for any finder's fee, brokerage commission or like payment.
g. No statement by the Company contained in this Agreement and
no written statement contained in any certificate, schedule or other
document required to be furnished by the Company to Purchaser to this
Agreement contains or will contain any untrue statement of a material
fact, or omits or will omit to state a material fact necessary in order
to make the statements not misleading
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h. The Company acknowledges that it has, and has had, access
to all information pertinent to the business, financial condition,
operations, affairs and prospects of the Purchaser and its subsidiaries
that it requires, including Amendment 2 to the Purchaser's Form SB-2,
filed on November___, 1999, with the Securities & Exchange Commission.
The Company further acknowledges that the Company has had the benefit
of financial and legal advisors with respect to this Agreement and that
the Company is not relying on Purchaser or any person on behalf of or
retained by the Purchaser for any disclosure of information with
respect to the Purchaser and its subsidiaries. Nothing in this
paragraph shall be a defense to or mitigation of any breach by
Purchaser of its representations and warranties contained in paragraph
9 of this Agreement.
9. Representations and Warranties by the Purchaser.
a. The Purchaser is a corporation validly existing and in good
standing under the laws of the State of Florida and has the corporate
power to carry on its business as it is now being conducted and to
acquire the AI Stock. The authorized stock of the Purchaser is
50,000,000 shares of common stock, no par value, of which 22,045,500
shares of stock are issued and outstanding. Of this amount, 19,813,562
are restricted securities as that term is defined under Rule 144
promulgated under the Securities Act. In addition there are 47,000
warrants and 777,999 options outstanding. There are 5,000,000 shares of
preferred stock authorized, no par value, of which none are either
issued or outstanding.
b. The Purchaser has all necessary corporate power and
authority to execute, deliver and perform this Agreement. The
Purchaser's Board of Directors has duly authorized the execution,
delivery and performance of this Agreement and the consummation of the
purchase of the AI Stock to be purchased, and the Consideration, be
delivered, by it under this Agreement and the other transactions
contemplated by this Agreement. This Agreement has been duly executed
by or on behalf of the Purchaser and constitutes the legal, valid and
binding obligation of the Purchaser, enforceable against the Purchaser
in accordance with its terms.
c. Neither the execution, delivery or performance of this
Agreement nor the consummation of any of the transactions provided for
in this Agreement, (i) will violate or conflict with any provision of
the Purchaser' s Certificate of Incorporation or Bylaws or any law,
rule or regulation applicable to the Purchaser, (ii) will result in any
breach of or default under any provision of any contract or agreement
of any kind to which the Purchaser is a party or by which the Purchaser
is bound or to which any property or asset of the Purchaser is subject,
(iii) is prohibited by or requires the Purchaser to obtain or make any
consent, authorization, approval, registration or filing under any
statute, law, ordinance, regulation, rule, judgment, decree or order of
any court or governmental agency, board, bureau, body, department or
authority, or of any other person, (iv) will cause any acceleration of
maturity of any note, instrument or other obligation to which the
Purchaser is a party or by which the Purchaser is bound or with respect
to which the Purchaser is an obligor or guarantor, or (v) will result
in the creation or imposition of any lien, claim, charge, restriction,
equity or encumbrance of any kind whatever upon, or give to any other
person any interest or right (including any right of termination or
cancellation) in or with respect to any of the properties, assets,
business, agreements or contracts of the Purchaser.
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d. There are no actions, suits, proceedings or investigations,
either at law or in equity, or before any commission or other
administrative authority in any United States or foreign jurisdiction,
of any kind now pending or, to the best of the Purchaser`s knowledge,
threatened against the Purchaser, that (i) question the validity of
this Agreement or (ii) seek to delay, prohibit or restrict in any
manner any action taken or to be taken by the Purchaser under this
Agreement.
e. All negotiations relative to this Agreement and the
transactions contemplated by it have been carried on by the Purchaser
directly with the Company and without the intervention of any other
person and in a manner as not to give rise to any valid claim against
any of the parties for any finder's fee, brokerage commission or like
payment.
f. No statement by the Purchaser contained in this Agreement
and no written statement contained in any certificate, Schedule or
other document required to be furnished by the Purchaser to the Company
pursuant to this Agreement contains or will contain any untrue
statement of a material fact, or omits or will omit to state a material
fact necessary in order to make the statements not misleading.
g. The Purchaser owns all of the securities which it intends
to transfer to the Company free and clear of all liens, claims,
charges, restrictions, equities and encumbrances of any kind except as
set forth in paragraph 3. The Purchaser has full power and the legal
right to sell, assign, transfer and deliver to the Company the
securities described in this Agreement.
h. The Purchaser acknowledges that it has, and has had, access
to all information pertinent to the business, financial condition, operations,
affairs and prospects of the Purchaser and its subsidiaries that it requires.
The Purchaser further acknowledges that the Purchaser has had the benefit of
financial and legal advisors with respect to this Agreement and that the
Purchaser is not relying on the Company or any person on behalf of or retained
by the Company for any disclosure of information with respect to the Company.
Nothing in this paragraph shall be a defense to or mitigation of any breach by
Company of its representations and warranties contained in paragraph 8 of this
Agreement.
10. Survival of Representations and Warranties. All representations and
warranties contained in this Agreement, any Schedule and any certificate
delivered at the Closing, of the Company or Purchaser, shall be deemed to have
been relied upon in spite of any investigation that has been or will be made or
omitted by any party to this Agreement and shall survive the Closing to the
extent provided in paragraphs 11-13.
11. The Company's Indemnification Obligations. Subject to the terms and
conditions of these paragraphs 11-13, the Company agrees to indemnify and hold
Purchaser harmless against and in respect of:
a. Any and all losses, liabilities, damages or expenses
(including legal fees and expenses) relating to or arising out of any
misrepresentation or breach of warranty of that the Company contained
in this Agreement or in any statement or certificate delivered by the
Company; and
b. Any and all losses, liabilities, damages or expenses
(including legal fees and expenses) relating to or arising out of any
breach of any covenant of the Company contained in this Agreement; and
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c. Any and all losses, liabilities, damages or expenses
(including legal fees and expenses) relating to or arising out of the
purchase by the Purchaser of the AI Stock.
12. Purchaser's Indemnification Obligations. Subject to the terms and conditions
of paragraphs 11-13, the Purchaser agrees to indemnify and hold the Company
harmless against and in respect of:
a. Any and all losses, liabilities, damages or expenses
(including legal fees and expenses) relating to or arising out of any
misrepresentation or breach of warranty of the Purchaser contained in
this Agreement or in any statement or certificate delivered by the
Purchaser;
b. Any and all losses, liabilities, damages or expenses
(including legal fees and expenses) relating to or arising out of any
breach of any covenant of the Purchaser contained in this Agreement;
and
c. Any and all losses, liabilities, damages or expenses
(including legal fees and expenses) relating to or arising out of the
purchase by the Company from the Purchaser of the QN Stock..
13. Procedure for Indemnification Claims. The respective indemnification
obligations of the Company and the Purchaser pursuant to paragraphs 11 and 12
shall be conditioned upon compliance by the Company and the Purchaser with the
following procedures for indemnification claims based upon or arising out of any
claim, action or proceeding by any person not a party to this Agreement:
a. If at any time a claim shall be made, or an action or
proceeding shall be commenced, against a party to this Agreement (the
"Aggrieved Party") which could result in liability of the other party
(the "Indemnifying Party") under its indemnification obligations under
this Agreement, the Aggrieved Party shall give to the Indemnifying
Party notice of that claim, action or proceeding within 15 days
following its commencement (except that failure to give that notice
shall not excuse the Indemnifying Party except to the extent that it is
materially prejudiced by that failure). The notice shall state the
basis for the claim, action or proceeding and the amount claimed, (to
the extent that amount is determinable at the time when the notice is
given) and shall permit the Indemnifying Party to assume the defense of
any such claim, action or proceeding (including any action or
proceeding resulting from any such claim) with counsel which is
reasonably acceptable to the Aggrieved Party. Failure by the
Indemnifying Party to notify the Aggrieved Party of his, her, or its
election to defend the claim, action or proceeding within a reasonable
time, but in no event more than 15 days after the notice shall have
been given to the Indemnifying Party, shall be deemed a waiver by the
Indemnifying Party of his, her, or its right to defend the claim,
action or proceeding; provided, however, that the Indemnifying Party
shall not be deemed to have waived the right to contest and defend
against any claim of the Aggrieved Party for indemnification under this
Agreement based upon or arising out of that claim, action or
proceeding;
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b. If the Indemnifying Party assumes the defense of any such
claim, action or proceeding, the obligation of the Indemnifying Party
as to that claim, action or proceeding shall be limited to taking all
steps necessary in the defense or settlement of it and, provided the
Indemnifying Party is held to be liable for indemnification under this
Agreement, to holding the Aggrieved Party harmless from and against any
and all losses, damages and liabilities caused by or arising out of any
settlement approved by the Indemnifying Party or any judgment or award
rendered in connection with that claim, action or proceeding. The
Aggrieved Party may participate, at his, her, or its expense, in the
defense of that claim, action or proceeding provided that the
Indemnifying Party shall direct and control the defense of that claim,
action or proceeding. The Aggrieved Party agrees to cooperate and make
available to the Indemnifying Party all books and records and such
officers, employees and agents as are reasonably necessary and useful
in connection with the defense. The Indemnifying Party shall not, in
the defense of the claim, action or proceeding, enter into any
settlement without the prior written consent of the Aggrieved Party,
which consent shall not be unreasonably withheld;
c. If the Indemnifying Party does not assume or proceed with
the vigorous defense of any such claim, action or proceeding, the
Aggrieved Party may, at the risk, cost and expense of the Indemnifying
Party, defend against the claim, action or proceeding in a manner as
he, she, or it may deem appropriate. The Indemnifying Party agrees to
cooperate and make available to the Aggrieved Party all books and
records and such officers, employees and agents as are reasonably
necessary and useful in connection with the defense. The Aggrieved
Party shall not, in the defense of any such claim, action or
proceeding, enter into any settlement without the prior written consent
of the Indemnifying Party, which consent shall not be unreasonably
withheld.
14. Financials.
a. The financial statements of Company for the year ended 1999
are in the process of being prepared and will be provided to the
Purchaser upon completion.. All of the financial statements to be
supplied will be true and correct in all material respects and present
an accurate and complete disclosure of the financial condition of
Company as of their respective dates. In the event the financial
statements are not satisfactory to the Purchaser, it may, at its sole
discretion, cancel this Agreement, with each party hereto returning to
the other the consideration it received, and each party shall go
without liability.
b. True copies of the financial statements of the Purchaser,
consisting of balance sheets as of the close of business ______, for
the years ended 199__, and as of the close of business _____1999, and
the income statements for the ___ years and ____ months ended _____
1999, have been delivered by Company to Purchaser. These financial
statements have not been examined or certified. All of the financial
statements are true and correct in all material respects and present an
accurate and complete disclosure of the financial condition of Company
as of their respective dates, and the earnings for the periods covered,
in accordance with generally accepted accounting principles applied on
a consistent basis.
c. As of this date there are no known circumstances,
conditions, happenings, events or arrangements, contractual or
otherwise, which may give rise to liabilities, except in the normal
course of Company's or its subsidiary's business.
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d. There are no liabilities of Company or its subsidiary which
have arisen or relate to any transaction of Company, other than normal
liabilities incurred in the normal conduct of Company's or its
subsidiary' business.
e. All federal, state, county and local income, ad valorem,
excise, sales, use, gross receipts and other taxes and assessments
which are due and payable have been duly reported, fully paid and
discharged as reported by Company, and there are no unpaid taxes which
are or could become a lien on the properties and assets of Company. All
tax returns of any kind required to be filed have been filed and the
taxes paid or accrued. Company has no knowledge of any possible
deficiency assessments in respect to federal income tax returns or
other tax returns filed by them, except as disclosed to Purchaser in
writing.
f. All parties with whom Company or its subsidiary have
contractual arrangements are in substantial compliance with those
arrangements. Company and its subsidiary are not in default in any
material respect under any contracts to which any of them is a party.
All leases and contracts to which Company is a party are assignable or
the other party has consented to assignment.
g. There are no legal, administrative or other proceedings,
investigations or inquiries, product liability or other claims,
judgments, injunctions or restrictions, either threatened, pending or
outstanding against or involving Company , or any of their assets,
properties, or business, nor does Company know, or have reasonable
grounds to know, of any basis for any proceedings, investigations or
inquiries, product liability or other claims, judgments, injunctions or
restrictions.
15. Actions Prior to Closing. From before and after the date of this Agreement
and until the Closing Date:
a. Purchaser and its authorized representatives shall have
full access during normal business hours to all properties, books,
records, contracts and documents of Company, and Company shall furnish
or cause to be furnished to Purchaser and its authorized
representatives all information with respect to its affairs and
business of Company as Purchaser may reasonably request.
b. Company and its authorized representatives shall have full
access during normal business hours to all properties, books, records,
contracts and documents of Purchaser, and Purchaser shall furnish or
cause to be furnished to Company and its authorized representatives all
information with respect to its affairs and business of Purchaser any
as Company may reasonably request.
c. Company shall not amend their certificates of incorporation
or bylaws or make any changes in authorized or issued capital stock
without the prior written consent of Purchaser.
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d. Company shall promptly notify Purchaser of any lawsuits,
claims, proceedings or investigations that may be threatened, brought,
asserted or commenced against them, their officers or directors
involving in any way the business, properties or assets of Company.
16. Conditions Precedent to Purchaser's and Company's Obligations. Each and
every obligation of Purchaser and Company to be performed on the closing date
shall be subject to the prior satisfaction of the following conditions:
a. Approval of Board of Directors. This Agreement shall have
been approved by the respective board of directors of Purchaser and
Company.
b. Legal Opinion. Purchaser and Company shall have each
received or waived an opinion of counsel from or for the other.
17. Securities Act Provisions.
a. Restrictions on Disposition of Shares. Purchaser covenants
and warrants that the AI Stock of Company to be received by it pursuant
to this Agreement are being acquired for its own account and for
investment and not with the present view toward sale or distribution
and will not be disposed of except, (i) pursuant to an effective
registration statement under the Securities Act of 1933, as amended, or
(ii) any other transaction which, in the opinion of counsel acceptable
to the Company, is exempt from registration under the Securities Act of
1933, as amended, or the rules and regulations of the Securities and
Exchange Commission. In order to effectuate the covenants of this
subparagraph, an appropriate endorsement will be placed on the AI Stock
delivered to Purchaser pursuant to this Agreement and stop transfer
instructions shall be placed with the transfer agent for the
securities.
b. Evidence of Compliance With Private Offering Exemption.
Purchaser agrees to supply the Company with evidence of its financial
sophistication, or evidence of appointment of a sophisticated
investment representative, and any other items which counsel for the
Company may require in order to determine compliance with the private
offering exemption.
c. Restrictions on Disposition of Shares. The Company
covenants and warrants that QN Stock to be received by it pursuant to
this Agreement are being acquired for its own account and for
investment and not with the present view toward sale or distribution
and will not be disposed of except, (i) pursuant to an effective
registration statement under the Securities Act of 1933, as amended, or
(ii) any other transaction which, in the opinion of counsel acceptable
to the Purchaser, is exempt from registration under the Securities Act
of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission. In order to effectuate the covenants of this
subparagraph, an appropriate endorsement will be placed on the QN Stock
delivered to Company pursuant to this Agreement and stop transfer
instructions shall be placed with the transfer agent for the
securities.
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d. Evidence of Compliance With Private Offering Exemption. The
Company agrees to supply the Purchaser with evidence of its financial
sophistication, or evidence of appointment of a sophisticated
investment representative, and any other items which counsel for the
Purchaser may require in order to evidence the private offering
character of the distribution of shares made pursuant to this
Agreement.
18. Anti-Dilution
a. Changes in Capital Structure. In the event that the QN Stock
referred to in paragraph 2 above are changed to or exchanged for a different
number or kind of shares of stock, or other securities, whether by reason of
merger, consolidation, recapitalization, reclassification, split-up, combination
of shares, or otherwise, or exchanged for shares of another corporation, or if
the number of issued and outstanding shares of Purchaser is increased through
the payment of a stock dividend or conversion of debt or senior securities, then
there shall be substituted for or added to the QN Stock subject to this
Agreement, whether issued and outstanding, or reserved for issuance, the number
and kind of shares of stock or other securities into which the stock of
corporation shall have been so changed, or for which the stock will be
exchanged, or to which the stock shall be entitled, as the case may be, and the
price of the shares to be purchased by each shareholder shall be approximately
adjusted to reflect the events specified in this section.
b. Repricing. In the event the closing bid price of the QN Stock
declines between the day prior to Closing, and a date ninety (90) days following
the first date it is deemed free trading ("90 day date") pursuant to Rule 144
promulgated under the Securities Act of 1933, then the number of shares QN Stock
received under paragraph 2 by the Company shall be increased to a number such
that the total dollar equivalent on the 90 day date shall be $3.8 million .
19. Miscellaneous.
a. Assurance of Further Action. From time to time after the
Closing and without further consideration, each of the parties to this
Agreement shall execute and deliver, or cause to be executed and
delivered, such further instruments and agreements, and shall take such
other actions, as any other party may reasonably request in order to
more effectively effectuate the transactions contemplated by this
Agreement.
b. Expenses. Whether or not the Closing is consummated, each
of the parties will pay all of his, her, or its own legal and
accounting fees and other expenses incurred in the preparation of this
Agreement and the performance of the terms and provisions of this
Agreement.
c. Waiver. The parties to this Agreement may by written
agreement, (i) extend the time for or waive or modify the performance
of any of the obligations or other acts of the parties to this
Agreement, or (ii) waive any inaccuracies in the representations and
warranties contained in this Agreement or in any document delivered
pursuant to this Agreement.
d. Notices. All notices, requests, demands and other
communications shall be deemed to have been duly given, if delivered by
hand or mailed, certified or registered mail with postage prepaid:
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(i) If to the Company: Africainternet Corp.
Attention: Xxxxx X. Xxxxxx
0000 X. Xxxxxxx Xxxx Xxxx.
Ft. Lauderdale, Fla. 33306
or to such other person and place as the Company
shall have specified to Purchaser in writing; or
(ii) If to Purchaser: Quest Net, Corp.
Attention: Xxxxxxx Del Medico
0000 X.X. 000xx Xxxxxx, Xxxxx XX-0
Xxxxxxxx, XX 00000
or to such other person and place as Purchaser shall
have specified to the Company in writing.
(iii) Copies to: __________________________
__________________________
__________________________
e. Entire Agreement. This Agreement embodies the entire
agreement among the parties and there have been and are no agreements,
representations or warranties, oral or written, among the parties other
than those set forth or provided for in this Agreement. This Agreement
may not be modified or changed, in whole or in part, except by a
supplemental agreement signed by each of the parties.
f. Rights Under This Agreement; Nonassignability. This
Agreement shall bind and inure to the benefit of the parties to this
Agreement and their respective heirs, legal representatives, successors
and permitted assigns, but shall not be assignable by any party without
the prior written consent of the other parties. Nothing contained in
this Agreement is intended to confer upon any person, other than the
parties to this Agreement and their respective heirs, legal
representatives, successors and permitted assigns, any rights,
remedies, obligations or liabilities under or by reason of this
Agreement.
g. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida without
reference to the conflicts of laws principles of that State.
h. Headings; References to Paragraphs. The headings of the
Paragraphs and subparagraphs of this Agreement are solely for
convenience of reference and shall not limit or otherwise affect the
meaning of any of the terms or provisions of this Agreement.
i. Counterparts. This Agreement may be executed in
counterparts, each of which shall be an original, but which together
constitute one and the same instrument.
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IN WITNESS OF, the parties have caused this Agreement to be duly
executed all as of the day and year first written above.
Signed, sealed and delivered in the presence of:
signature AFRICAINTERNET, CORP.
---------
printed name
---------
signature
---------
printed name By:
--------- -------------------------
Vice, President
signature QUEST NET, CORP.
---------
printed name
---------
signature
---------
printed name By:
--------- -------------------------
President and COO
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