ACQUISITION AGREEMENT
This Agreement is entered into on this 5th day of May 2002, by and between
Oasis Information Systems, Inc., a Nevada corporation hereinafter referred to as
OSSI, and West Hastings Partners a general partnership, hereinafter referred to
as WH Partners.
RECITALS
X. XXXX is a full reporting publicly trading company (symbol OSSI) having
200,000,000 shares of $.001 par value common stock authorized of which
70,167,823 shares are issued and outstanding.
B. WH Partners was formed to finance the acquisition of telecommunication
networks and infrastructure, which would be operated as joint ventures with
local partners in under serviced areas of the world. The local partners provide
operation structure and licensing. The local joint venture then enters into
contracts for network development and operations with the government approved
operator. Throughout most of the underdeveloped countries, the demand for
telecommunication infrastructure exceeds supply and by focusing on these
countries. The operator who is first to provide the base service, is able to
enter into being service providers for a whole range of other services. Over the
last two years, the partnership has been successful in formalizing relationships
with partners in several Central and South American countries, including the
obtaining of a service contract in Mexico. The effective deployment of this
network will result in cost effective communication services that enables a
reliable and efficient connectivity to be implemented. The economics of the
business model have been tested and the profitability confirmed. To date this
partnership has expensed Seven Hundred Thousand Dollars ($700,000.00)in
development costs and with the assigning of the Mexican joint venture agreement
to a corporate entity, who can provide the next round of capital and structure,
the deployment of the business plan would immediately make for that entity to
attain positive cash flow and financial self sufficiency.
X. XXXX desires to acquire 100% of the partnership interest in WH Partners in
exchange for common stock.
D. The parties with to formalize their agreement.
NOW THEREFORE, IN CONSIDERATION OF THEIR MUTUAL PROMISES AND COVENANTS SET
FORTH HEREINAFTER, THE PARTIES AGREE AS FOLLOWS:
1. Purchase Agreement: OSSI hereby agrees to purchase 100% of the partnership
from the partners of WH Partners in exchange for common stock of OSSI. Equity
interests are set forth in Exhibit A attached hereto and made a part hereof.
2. Exchange: OSSI hereby agrees to transfer to WH Partners, Forty-Two Million
Five Hundred Thousand (42,500,000) shares of common voting stock in exchange for
the partnership interests.
3. Business Purpose: The parties acknowledge that the purpose of this
transaction is to provide an ongoing telecommunication business.
4. Exempt Transaction: All parties acknowledge and agree that any transfer of
securities pursuant to this Agreement will constitute an exempt isolated
transaction and that the securities received in such transfer or exchange shall
not be registered under Federal or State securities law.
5. Transfer of Securities: All parties acknowledge and agree that the common
stock of OSSI received by WH Partners shall be issued directly to the partners
as their interests appear.
6. Unregistered Securities: WH Partners are aware and acknowledge that the
shares of OSSI to be transferred will be unregistered securities and may not be
transferred by WH Partners, unless subsequently registered or an exemption from
registration is available. The certificates representing the shares of OSSI will
bear a restrictive legend.
7. Default: In the event any party defaults in performing any of its duties or
obligations under this Agreement, the party responsible for such default shall
pay all costs incurred by the other party in enforcing its rights under this
Agreement or in obtaining damages for such default, including costs of court and
reasonable attorney fees, whether incurred through legal action or otherwise and
whether incurred before or after judgment.
8. Notices: Any notice or correspondence required or permitted to be given under
this Agreement may be given personally to an individual party or to an officer
or registered agent of a corporate party or may be given by depositing such
notice or correspondence in the U. S. Mail postage prepaid, certified or
registered, return receipt requested, addressed to the party at the following
address:
Oasis Information Systems, Inc.
0000 Xx. Xxxxxx Xxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
West Hastings Partners
000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX X0X0X0
Any notice given by mail shall be deemed to be delivered on the date
such notice is deposited in the U. S. Mail. Any party may change its
address for purpose of this Agreement by giving written notice to the other
parties as provided above.
9. Covenants: A-The parties agree that upon closing, the outstanding stock of
OSSI will be reversed in a one for ten basis and the appropriate 10b17 filling
the cusip and symbol change will occur.
B-At a shareholders meeting to be called, in compliance with SEC proxy rules and
in accordance with the By-Laws of Ossi, whereby the shareholders will elect
directors for the coming year.
10. Binding: This Agreement shall be binding upon the parties hereto and upon
their respective heirs, representatives, successors and assigns.
11. Governing Law: This Agreement shall be governed by and construed under the
laws of the State of Nevada.
12. Authority: The parties executing this Agreement on behalf of corporate
parties represent that they have been authorized to execute this Agreement
pursuant to resolutions of the Boards of Directors of their respective
corporations and/or entities.
13. Signatures: This Acquisition Agreement may be signed in counterparts.
IN WITNESS WHEREOF, the parties have executed this Acquisition Agreement, as of
the day and year first written above.
OASIS INFORMATION SYSTEMS, INC.
By: __________________________ By:
President Secretary
WEST HASTINGS PARTNERS
PARTNERS
1.
Xxxxx Xxxxxxxx
2.
Xx Xxxxxxxxx
3.
Xxx Xxxxxxxx
4.
ECom Capital
5.
Xxxxxx Xxxxxxx
6.
Xxxx Xxxx Enterprises
7.
Xxxx Xxxxx
