PURCHASE AGREEMENT
BETWEEN:
CyPost Corporation, a corporation organized under the laws of the State
of Delaware, in the United States of America
("CyPost")
AND:
Playa Corporation, a corporation organized under the laws of Japan and
commonly known as "Playa"
("Playa")
AND:
Xx. Xxxxxxxx Xxxxxxxx
a businessman resident in Japan and a shareholder of Playa
(representing himself and the other shareholders of Playa;
collectively, the "Playa Shareholders")
WHEREAS:
A. CyPost wishes to become sole owner of Playa
B. The Playa Shareholders agree to sell CyPost all their shares and ownership
interests in Playa
C. Playa and the Playa Shareholders may reorganize themselves in a tax
efficient manner before the completion of the sale of all of the shares in Playa
to CyPost.
1. CyPost will purchase from the Playa Shareholders all their shares in Playa.
2. The purchase price is US$3,000,000.00 to be paid as follows:
A. US$300,000.00 cash and
/s/ Xxxxxxxx Xxxxxxxx /s/ Xxxxxx Sendoh
-2-
B. US$2,700,000.00 in the form of CyPost shares, the number of those shares
being that which when multiplied by their closing trading value on the NASD -OTC
BB on the trading day before the day the purchase is completed, equals
US$2,700,000.00.
3. The parties will complete the purchase by February 29, 2000 or such other
date as the parties agree upon. Before the completion of the purchase, Xx.
Xxxxxxxx and Playa Shareholders will present to CyPost the list of all Playa
Shareholders and represent that the list identifies completely all persons who
have shares, options to purchase shares or any other legal instrument evidencing
or convertible into ownership interests in Playa.
4. The CyPost shares will be subject to all applicable legal and regulatory
restrictions, which will be not less than a resale restriction for one year
after the completion of the purchase.
5. For each calendar half year starting on July 1, 2000 and ending on December
31, 2002, the Board of Directors of CyPost will evaluate the technical and
business performance of Playa and will, in its sole good faith judgment based on
such evaluation, reward persons who contributed to such performance, in the form
of CyPost shares and in the quantities thereof up to a maximum number of shares
per half year being that number whose cumulative value as of the closing trading
day therein is US$400,000.00.
The parties have executed this Agreement on Xxxxxxx 00, 0000 xx Xxxxx Xxxxx
/s/ Xxxxxx Sendoh
------------------------------
CyPost Corporation
by its Chairman, Xxxxxx Sendoh
/s/ Xxxxxxxx Xxxxxxxx
------------------------------
Playa Corporation
by its President, Xx. Xxxxxxxx Xxxxxxxx
/s/ Xxxxxxxx Xxxxxxxx
------------------------------
Mr. Hirofumu Watanabe, for himself
on behalf of all the shareholders of Playa Corporation
