SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 19th, 2013 • VelaTel Global Communications, Inc. • Radiotelephone communications • New York
THIS SHARE PURCHASE AGREEMENT (this "Agreement"), dated as of August 16, 2013 (the "Execution Date"), is entered into by and among GULFSTREAM CAPITAL PARTNERS LTD., a company duly incorporated and existing under the laws of the Republic of Seychelles, whose domicile is located at 1st Floor, #5 DEKK House, De Zippora Street, Providence Insustrial Estate, Mahe, Republic of Seychelles ("Gulfstream"); MARIO NAVARRO ALVAREZ, an individual whose domicile is located at Av Reducto 864, Departamento 903, Miraflores, Lima, Peru ("Navarro"), and RAFAEL SAMANEZ ZACARÍAS, an individual whose domicile is located at Jr. Buen Retiro 265, Block 3, Dto. 102. Monterrico Chico, Surco, Lima, Peru ("Samanez" and together with Gulfstream and Navarro, collectively, the "Sellers"); FIRST GLOBAL PROJECTS MANAGEMENT INC., a company duly incorporated and existing under the laws of British Virgin Islands, whose domicile is located at Quijano Chambers, P.O. Box 3159, Road Town, Tortola, BVI ("Purchaser"); and, sole
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 19th, 2013 • VelaTel Global Communications, Inc. • Radiotelephone communications
This Purchase and Sale Agreement (hereinafter, the “Agreement”) is made and entered into by and between VELATEL PERÚ S.A., identified with RUC N° 20165555253, domiciled at Av. Camino Real N° 493, Piso 11°, district of San Isidro, province and department of Lima, Peru, duly represented by Mr. Christian Carnero, identified with DNI N° 25786895, powers of attorney which are in process of recording in the Legal Entities Registry of Lima and after filing shall be attached as Exhibit C of this Agreement (hereinafter, “SELLER”); and, INVERSIONES BALESIA S.A.C., identified with RUC N° 20554085131, domiciled at Pasaje García Calderón N° 131, district of Lima, province and department of Lima, Peru, duly represented by Mrs. Gisella Jeniffer Alzamora Sanguineti, identified with DNI N° 10634615, powers of attorney pending registration under Entry N° 13036264 of the Legal Entities Registry of Lima (hereinafter, “BUYER”); subject to the following terms and conditions:
MUTUAL WARRANTIES PERTAINING TO TOWER ASSET PURCHASE AGREEMENTTower Asset Purchase Agreement • August 19th, 2013 • VelaTel Global Communications, Inc. • Radiotelephone communications
The parties to this Agreement ("IB Mutual Warranties") dated as of August 16, 2013 are Inversiones Balesia, S.A. ("IB"), a Peru corporation, and VelaTel Peru, S.A., a Peru corporation ("VTP"). IB and VTP are also parties to an Asset Purchase Agreement ("APA"). IB is informed that this IB Mutual Warranties is also an Exhibit to a Share Purchase Agreement ("SPA") by which the stock of VTP is being transferred to a different owner. VTP represents that the SPA includes the following definition of the term "Tower Assets and Liabilities" which are being excluded from the SPA:
LOAN AGREEMENTLoan Agreement • August 19th, 2013 • VelaTel Global Communications, Inc. • Radiotelephone communications
The parties to this Loan Agreement, dated as of August 16, 2013, are VelaTel Global Communications, Inc. (“Borrower”), and AQT, LLC (“Lender”).
