EXHIBIT 2.1
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1. STRATEGIC ALLIANCE AGREEMENT
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AGREEMENT
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This Agreement ("Agreement") is made and entered into as of
the 30 day of August, 2000 by and between Pangea Petroleum
Corporation, a Colorado Corporation ("Pangea"), Pangea
Services, Inc., a Texas corporation and a wholly owned
subsidiary of Pangea ("PSI"), Paradigm Advanced
Technologies, Inc., a Delaware Corporation (hereinafter
referred to as "Paradigm"), and Marc H. Nathan.
WITNESSETH:
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This Agreement is made with reference to the following
facts:
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1. WorldLink USA, L. L. C., a newly formed Nevada
Limited liability company ("WorldLink"), is a development
stage company that owns or licenses video Streaming
technology and a library of concerts previously broadcast
over the Internet (the "WorldLink Business"), and has been a
provider of on-site live media production and hosting for
Microsoft Windows Media technologies, on-demand content
hosting services and Audio Streaming Format ("ASF")
production.
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2. Pangea is engaged in the business of oil and gas
production, real estate investment, and providing consulting
and public relations services to new companies in the United
States either directly or through its subsidiaries and
affiliated companies;
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3. Paradigm is a development stage company engaged in
the business of developing, marketing and selling digital
image and interactive global positioning system ("G.P.S.")
tracking technology in North America, South America, Europe
and Asia (the "G.P.S. Business");
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4. Pangea has assisted and has agreed to continue to
assist Paradigm as stated in this Agreement in connection
with the development, launch and expansion of the G.P.S.
Business;
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5. PSI owns and controls all of the outstanding Class A
Membership Units of WorldLink and Marc H. Nathan owns and
controls all of the outstanding Class B membership units of
WorldLink. Marc H. Nathan desires to surrender and release
his Class B membership units to WorldLink as provided in
this Agreement.
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6. Paradigm and Pangea desire to combine their
respective capabilities in the further development of the
WorldLink Business by each holding 50% of the membership
units of WorldLink.
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NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained the parties hereto agree as
follows:
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7. ENGAGEMENT. Pangea has provided to Paradigm, and
Paradigm hereby engages Pangea to continue to provide, and
Pangea hereby agrees to provide to Paradigm the following
services (the "Engagement Activities"):
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a. Assisting Paradigm in developing financing
presentations and informational materials;
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b. Identifying, contacting and facilitating
meetings with potential financing sources;
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c. Identifying and facilitating meetings with
potential strategic partners regarding the Business;
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d. Consulting with Paradigm to develop and
implement an effective investor relations and communications
program;
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e. Consulting with Paradigm to develop and
implement an effective public relations program; and
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f. Such other consulting services as Paradigm and
Pangea may from time to time agree.
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Pangea may from time to time represent other parties who may
be competitors with Paradigm in a general sense; provided,
however, that Pangea will not during the Term, without
Paradigm's prior written consent, represent any party other
than Paradigm with regard to a transaction involving the
G.P.S. Business.
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8. DUTIES OF PANGEA. Pangea shall utilize information
supplied by Paradigm with regard to Pangea's development and
preparation of presentation materials relating to the
Business, in representing Paradigm and in performing each of
the Engagement Activities. Pangea agrees that it is not an
agent of Paradigm and may not bind or obligate Paradigm in
any way. Pangea agrees to keep Paradigm informed as to the
status of Pangea's contacts and discussions in fulfillment
of the Engagement Activities.
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9. TERM. The initial term of this Agreement shall
commence on the date set forth above and shall terminate on
the 3rd anniversary of the date of this Agreement.
Thereafter, this Agreement shall continue indefinitely on a
day-to-day basis until canceled by written notice from
either party to the other. The entire time period that this
Agreement is in effect, as stated above, shall be referred
to as the "Term."
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At the end of the Term, Pangea shall provide Paradigrn with
a list of any and all financing sources, potential strategic
partners and media representatives that either Pangea
introduced to Paradigm or which had substantive
conversations with Pangea or Paradigm during the Term,
relative to any proposed financing, potential strategic
alliance or public relations or investor relations program
for Paradigm.
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10. MUTUAL CONSIDERATION. In consideration of Pangea's
performance of the Engagement Activities and Pangea's
issuance of the Pangea Securities (as defined below) on the
one hand, and in consideration of Paradigm's issuance of the
Paradigm Securities (as defined below) to Pangea, on the
other hand, and in consideration of Marc H. Nathan's
surrender and release of the WorldLink Class B membership
units, the parties hereto hereby agree as follows:
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a. Issuance of Paradigm Securities.
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i. Paradigm Common Shares. On the Closing Date (as
defined below), Paradigm will issue and deliver to WorldLink
a certificate or certificates for an aggregate of 7.5
million shares (the "Paradigm Shares") of Paradigm common
stock, par value $0.0001 per share (the "Paradigm Common
Stock");
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ii. Paradigm Warrants. On the Closing Date,
Paradigm will issue and deliver to WorldLink a warrant or
warrants for an aggregate of 12.5 million shares of Paradigm
Common Stock in the form of Exhibit A hereto (the "Paradigm
Warrants" and collectively with the Paradigm Common Stock
issuable upon exercise of the Paradigm Warrants and the
Paradigm Shares, the "Paradigm Securities"); and
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iii. Voting and Transfer Agreement. As a material
inducement and condition precedent to Paradigm issuing the
Paradigm Securities to WorldLink, at the Closing (as defined
below) WorldLink will execute and deliver to Paradigm a
voting and transfer agreement substantially in the form of
Exhibit B hereto (the "Paradigm Voting and Transfer
Agreement").
b. Issuance of Pangea and WorldLink Securities.
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i. Pangea Warrants and Issuance of WorldLink Class
A Membership Units to Pangea. On the Closing Date Pangea
will issue and deliver to WorldLink a warrant or warrants
for an aggregate of 12.5 million shares of Pangea common
stock, par value $0.001 per share (the Pangea Common
Stock"), in the form of Exhibit C hereto (the "Pangea
Warrants") in exchange for 499,000 Class A membership units
(the "WorldLink Contribution"). The Pangea Warrants and the
Pangea Common Stock issuable upon exercise of the Pangea
Warrants are referred to herein collectively as the "Pangea
Securities."
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ii. Voting and Transfer Agreement. As a material
inducement and condition precedent to Pangea issuing the
Pangea Securities to WorldLink, at the Closing (as defined
below) WorldLink will execute and deliver to Pangea a voting
and transfer agreement substantially in the form of Exhibit
E hereto (the "Pangea Voting and Transfer Agreement").
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iii. Marc H. Nathan Releases and Surrenders
WorldLink Class B Membership Units. As of the date of this
Agreement, Marc H. Nathan is the owner and holder of 1,000
Class B membership units of WorldLink, being all of the
issued and outstanding WorldLink Class B membership units.
By his execution and delivery of a copy of this agreement,
Marc H. Nathan agrees that at the Closing for good and
valuable consideration to be paid to him by Pangea, he will
surrender and cancel his 1,000 Class B membership units and
release any claim that he may have in and to any membership
interests in WorldLink.
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iv. Transfer of WorldLink Membership Units to
Paradigm. On the Closing Date, WorldLink will issue and
deliver a certificate for 500,000 WorldLink Class B
membership units to Paradigm, being all of the issued and
outstanding Class B membership units, and representing 50%
of the outstanding membership interests in WorldLink.
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c. Amendment and Restatement of WorldLink Operating
Agreement.
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Prior to the Closing Date, Pangea will cause WorldLink to
amend and restate its Operating Agreement in the form
attached as Exhibit D hereto to provide for the following
(as so amended, the "Amended and Restated WorldLink
Operating Agreement"):
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i. Mutual voting and control of WorldLink shall be
by a board of directors consisting of two (2) people. One
director shall be elected by a majority of holders of the
issued and outstanding Class A membership units, and one
director shall be elected by a majority of holders of the
issued and outstanding Class B membership units.
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ii. The Class A membership units shall be assigned
a liquidation preference in and to the Paradigm Securities,
and the Class B membership units shall be assigned a
liquidation preference in and to the Pangea Securities. On
liquidation, after payment of all debts, liabilities and
claims against Company, the Paradigm Securities shall be
distributed to the holders of the Class A membership units
pro rata to the number of shares that each holds; and the
Pangea Securities shall be distributed to the holders of the
Class B membership units prorata to the number of shares
that each holds.
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iii. WorldLink may be liquidated by vote of at
least a 2/3 majority of both Class A and Class B membership
units at any time; or by a vote of at least a 2/3 majority
of holders of either Class A or Class B membership units one
year after the Closing Date.
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The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place at the offices of
Martin R. Nathan at 1980 Post Oak Boulevard, Suite 1777,
Houston, Texas 77056 (with executed documents to be
delivered to Steve Bingaman, of Appleby Partners, Ltd., at
551 Fifth Ave, Suite 1625, in New York City, NY 10176 (Tel:
212-682-6160; Fax: 212-682-6194) on July , 2000 at 11:00 am
in, or on such other date and time as the parties may
mutually agree (the "Closing Date"). Except as otherwise
provided in Section 8, below, Pangea and Paradigm shall each
be responsible for their own expenses relating to the
negotiation and preparation of this Agreement and the
Engagement Activities hereunder, including legal, accounting
and Closing costs.
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11. CONFIDENTIALITY. Subject to and except where any
legal requirements are imposed on Pangea compelling
disclosure, except for disclosures to prospects or their
representatives, and except to the extent such information
is generally available to the public at large other than as
a result of disclosure by Pangea, or received by Pangea from
a source not known by Pangea to be bound by a duty of
confidentiality with respect to such information, Pangea
shall consider all information received from Paradigm
pursuant to this Agreement as proprietary and confidential.
Similarly, subject to and except where any legal
requirements are imposed on Paradigm compelling disclosure,
except for disclosures required to be made in compliance
with applicable United States federal, state, or foreign
securities laws, except for disclosures to prospects or
their representatives in connection with the development of
the WorldLink Business, and except to the extent such
information is generally available to the public at large
other than as a result of disclosure by Paradigm or received
by Paradigm from a source not known by Paradigm to be bound
by a duty of confidentiality with respect to such
information, Paradigm shall consider all information
received from or at the direction of Pangea pursuant to this
Agreement regarding Pangea as proprietary and confidential.
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12. PANGEA'S REPRESENTATIONS, WARRANTIES AND COVENANTS.
In addition to its representations, warranties and covenants
contained elsewhere in this Agreement, Pangea , on behalf of
itself and WorldLink, warrants, represents and covenants to
Paradigm that, as of the date of this Agreement and as of
the Closing Date:
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a. Pangea (by itself and as sole shareholder of
PSI) has full authority to make and perform this Agreement
in accordance with its terms;
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b. The making or performance of this Agreement by
Pangea will not violate any rights of, agreements with, or
obligations to any third parties;
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c. There are no statutory or, to the best of
Pangea's knowledge, contractual stockholders preemptive
rights or rights of refusal with respect to the issuance of
the Pangea Securities hereunder or the issuance of the
Pangea Common Stock upon the exercise of the Pangea
Warrants;
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d. Pangea has not violated any applicable United
States federal, state or foreign securities laws in
connection with the offer, sale or issuance of the Pangea
Securities and the offer, sale and issuance of the Pangea
Securities hereunder do not, and the issuance of Pangea
Common Stock upon exercise of the Pangea Warrant will not,
require registration under the United States Securities Act
of 1933, as amended (the "Securities Act") or any applicable
state securities laws;
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e. The Pangea Common Stock issuable upon exercise
of the Pangea Warrants has been duly reserved for issuance
and, when so issued, will be duly authorized, validly issued
and outstanding, fully paid and nonassessable. All of the
shares of stock so issued will come with "piggyback
registration rights" to be included in any Registration
Statement undertaken by Pangea, without cost or expense to
Paradigm;
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f. Each of Pangea and WorldLink has complied and
will comply with all applicable United States federal,
state, or foreign securities or other laws, rules and
regulations relating to the Agreement, the Paradigm
Securities, the WorldLink Class A membership interests, the
WorldLink Class B Membership interests and the Pangea
Securities;
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g. WorldLink is duly organized, validly existing
and in good standing under the laws of the State of Nevada,
and has all requisite organizational power and authority and
all material licenses, permits and authorizations necessary
to own its properties and carry out its business. Pangea
has transferred and assigned to WorldLink all such assets or
licenses which are used in or useful to the conduct of the
WorldLink Business (collectively, the "WorldLink Assets").
All of the WorldLink Assets are listed in Schedule 6(g) to
this Agreement. WorldLink has good and marketable title to
the WorldLink Assets, and none of the WorldLink Assets is
subject to any lien, security interest, encumbrance or other
adverse claim.
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h. Pangea has delivered to Paradigm true and
correct copies of WorldLink's organizational documents as in
effect on the date of this Agreement, copies of which are
attached as Schedule 6(h) to this Agreement.
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i. WorldLink's entire authorized capitalization
consists of (a) 500,000 Class A membership units, 1,000 of
which, as of the date of this Agreement, are issued and
outstanding and owned and controlled by Pangea, and (b)
500,000 Class B membership units, 1,000 of which, as of the
date of this Agreement, are issued and outstanding and owned
and controlled by Marc H. Nathan. All of WorldLink's
outstanding membership interests are validly issued, fully
paid and nonassessable, and are owned by Pangea or Marc H.
Nathan, as the case may be, free and clear of any lien,
charge, restrictions on transfer or encumbrance.
Immediately following the Closing, Pangea will own and
control 500,000 Class A membership units and Paradigm will
own and control 500,000 Class B membership units of
WorldLink, which will be all of the issued and outstanding
WorldLink membership units and all of which shall be validly
issued, fully paid and nonassessable. There are no
outstanding or authorized options, rights, warrants, calls,
convertible securities, rights to subscribe, conversion
rights or other agreements or commitments to which Pangea or
WorldLink is a party or which are binding upon Pangea or
WorldLink providing for the issuance or transfer by
WorldLink of additional membership interests.
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j. Except for organizational matters, WorldLink has
not conducted any business, incurred any expenses,
obligations or liabilities (whether accrued, absolute,
contingent, unliquidated or otherwise).
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k. Marc H. Nathan has full authority to make and
perform this Agreement in accordance with its terms;
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l. Prior to the date of the WorldLink Contribution,
Pangea shall give, and shall cause WorldLink to give, such
notices to third parties and shall obtain all third party
consents that are required in connection with the WorldLink
Contribution, all of which are listed on Schedule 6(l) to
this Agreement. The making or performance of this Agreement
by Pangea will not violate any rights of, agreements with or
obligations to any third parties;
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m. As of the Closing Date, Pangea shall have
provided Paradigm with an unaudited pro forma balance sheet
of WorldLink dated as of the Closing Date and giving effect
to the WorldLink Contribution (the "WorldLink Proforma
Balance Sheet"). The WorldLink Proforma Balance Sheet shall
be true, correct and complete in all respects. WorldLink
is, and immediately following the Closing shall be, solvent;
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n. WorldLink has not violated any applicable United
States federal, state or foreign securities laws in
connection with the offer, sale or issuance of the Company
Securities and the offer, sale and issuance of the Company
membership units will not, require registration under the
Securities Act or any applicable state securities laws;
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o. WorldLink is acquiring the Paradigm Securities
for its own account with the present intention of holding
the Paradigm Securities for purposes of investment, and
neither Pangea nor WorldLink has any intention of selling
the Paradigm Warrants or the Paradigm Common Stock in a
public distribution in violation of the United States
federal securities laws or any applicable state or foreign
securities laws. Each certificate for the Paradigm Warrant
and the Paradigm Common Stock shall be imprinted with a
legend in substantially the following form:
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"The security represented by this certificate was
originally issued on 2000, and has not been registered under
the Securities Act of 1933, as amended. The voting and
transfer of such security is subject to the conditions
specified in the Voting and Transfer Agreement, dated as of
2000 between the issuer hereby (the "Company") and the
initial holder thereof, and the Company reserves the right
to refuse the transfer of such security until such
conditions have been fulfilled with respect to such
transfer. Upon written request, a copy of such conditions
shall be furnished by the Company to the holder hereof
without charge."
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p. Pangea will not circumvent or otherwise
frustrate the intent of this Agreement;
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q. Pangea hereby agrees to cooperate with Paradigm
and WorldLink, to develop future business opportunities for
the WorldLink in internet broadcasting and internet services
involving video streaming technology and concerts broadcast
on the Internet, and to contribute all such business
opportunities, including all opportunities relating to video
streaming technology and concerts broadcast on the internet,
to WorldLink; and
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r. Notwithstanding any other provision of this
Agreement, all representations and warranties and covenants
contained herein or made in writing by Pangea in connection
herewith shall survive the execution and delivery of this
Agreement, the consummation of the transactions contemplated
hereby, and the Term of this Agreement.
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13. PARADIGM REPRESENTATIONS, WARRANTIES AND COVENANTS.
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Paradigm warrants, represents and covenants to Pangea that:
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a. Paradigm has full authority to make and perform
this Agreement in accordance with its terms;
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b. The making or performance of this Agreement by
Paradigm will not violate any rights of, agreements with or
obligations to any third parties;
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c. There are no statutory or, to the best of
Paradigm's knowledge, contractual stockholders preemptive
rights or rights of refusal with respect to the issuance of
the Paradigm Securities hereunder or the issuance of the
Paradigm Common Stock upon the exercise of the Paradigm
Warrants;
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d. Paradigm has not violated any applicable United
States federal, state or foreign securities laws in
connection with the offer, sale or issuance of the Paradigm
Securities and the offer, sale and issuance of the Paradigm
Securities hereunder do not, and the issuance of Paradigm
Common Stock upon exercise of the Paradigm Warrants will
not, require registration under the Securities Act or any
applicable state securities laws;
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e. The Paradigm Common Stock issuable upon exercise
of the Paradigm Warrants has been duly reserved for issuance
and, when so issued, will be duly authorized, validly issued
and outstanding, fully paid and nonassessable. All of the
shares of stock so issued will come with "piggyback
registration rights" to be included in any Registration
Statement undertaken by Paradigm, without cost or expense to
Pangea;
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f. Paradigm has complied and will comply with all
applicable United States federal, state, local or foreign
securities or other laws, rules and regulations relating to
the Agreement, the Paradigm Securities and the Pangea
Securities;
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g. Paradigm is acquiring the Pangea Securities for
its own account with the present intention of holding the
Pangea Securities for purposes of investment, and Paradigm
has no intention of selling the Pangea Warrants, the Pangea
Common Stock or the WorldLink Class B membership units in a
public distribution in violation of the United States
federal securities laws or any applicable state or foreign
securities laws. Each certificate for the Pangea Warrants,
the Pangea Common Stock and the WorldLink Class B membership
units shall be imprinted with a legend in substantially the
following form:
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"The security represented by this certificate was
originally issued on , 2000, and has not been registered
under the Securities Act of 1933, as amended."
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h. Paradigm will not circumvent or, otherwise
frustrate the intent of this Agreement; and
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i. Notwithstanding any other provision of this
Agreement, all representations and warranties contained
herein or made in writing by Paradigm in connection herewith
shall survive the execution and delivery of this Agreement,
the consummation of the transactions contemplated hereby,
and the Tenn of this Agreement.
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14. REPRESENTATIONS, WARRANTIES AND COVENANTS OF MARC H.
NATHAN. Marc H. Nathan represents and warrants to Paradigm
that he has full capacity and authority to make and perform
this Payment in accordance with its terms. Marc H. Nathan
is the owner and holder of 1,000 Class B membership units of
WorldLink, being all of the issued and outstanding WorldLink
Class B membership units, free and clear of any lien,
charge, restrictions on transfer or encumbrances.
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15. MUTUAL INDEMNIFICATION. Pangea and Paradigm each
agree the party at fault shall hold the other party harmless
from and against and shall indemnify fully and forever the
other party from any and all losses, claims, damages,
liabilities, costs, expenses and fees, including, without
limitation, reasonable attorneys' fees incurred in the
context of any court, arbitration, administrative or other
proceeding, together with the costs incurred in such
proceeding (individually and collectively, "Costs") arising
from or relating to breach of this Agreement by such
indemnifying party. In addition, Pangea hereby agrees to
hold Paradigm and its affiliates (each, a "Paradigm
Indemnified Party") harmless from and against and shall
indemnify the Paradigm Indemnified Parties fully and forever
for any and all Costs incurred by any Paradigm Indemnified
Party arising directly or indirectly, as a result of, or
otherwise as a consequence of any existing WorldLink
liabilities, obligations, losses, claims, damages,
responsibilities, expenses or fees (collectively, the
"WorldLink Excluded Liabilities") other than WorldLink
current trade payables or debts directly attributable to the
WorldLink Business arising after the Closing Date.
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16. ARBITRATION. Any claims or controversies relating
to this Agreement shall be heard and resolved by arbitration
held in the English language under the auspices and rules of
the American Arbitration Association ("AAA"). Venue of all
arbitration shall be New York, New York. Arbitration shall
be before one (1) arbitrator (a) selected by mutual
agreement of the parties reached fifteen (15) days after the
AAA has sent confirmation of notice of filing of the demand
for arbitration, or, (b) if no mutual agreement can be
reached within that time, appointed by the AAA. Such
arbitrator shall be an attorney at law who has practiced law
for at least ten (10) years in either general commercial
litigation or general corporate and commercial matters. The
arbitration shall not be empowered to award punitive damages
or damages in excess of actual damages. Any award of
arbitration shall be in United States Dollars if monetary in
nature, shall be final and legally binding, may be entered
into judgment in any court of competent jurisdiction, and
may be enforced in any jurisdiction in which the party
against whom enforcement is sought maintains assets. Except
as required by applicable law, all arbitration and related
proceedings and any evidence submitted therein (and
particularly, but without limitation, any trade secrets,
intellectual property and other information in which either
of the parties has an expectation of privacy) shall be kept
confidential. This Agreement and all matters related hereto
shall be governed by the internal laws the State of Delaware
without reference to conflicts of laws principles or
principles of comity.
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17. NOTICES. Any notice from one party to the other
sent and received within the United States, shall be sent
(a) via first class certified mail, return receipt requested
or (b) via nationally-recognized overnight courier capable
of verifying delivery, marked for next business day delivery
and shall be deemed received upon the earlier of (i) the
date of actual receipt and (ii) five days following deposit
with the U.S. Postal Service. Notices sent or received
outside the United States shall be sent via internationally
recognized overnight courier capable of verifying delivery,
marked for second business day delivery and shall be deemed
received upon the earlier of (i) the date of actual receipt
or (ii) two business days following deposit with such
courier. Herein, "business day" means a day on which such
courier is open for business within the jurisdiction to
which notice is delivered. Notices shall be in writing,
addressed to the person to be noticed at the address below
or to such other person and/or address as may be designated
from time to time in writing by such party to be noticed,
and all applicable courier or postage fees shall be prepaid
by the noticing party.
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If to Pangea or to If to Paradigm:
Marc H. Nathan:
25 Leek Crescent
1980 Post Oak Blvd., # 1 777 Richmond Hill
Houston, TX 77056 Ontario
U. S. A. Canada M3C 3N6
Attention: Marc H. Nathan Attention: David Kerzner
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18. SEVERABILITY. The invalidity or illegality of any
provision or term contained in or made a part of this
Agreement shall not affect the validity of the remainder of
this Agreement.
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19. ENTIRE AGREEMENT CONSTRUCTION. This Agreement
contains all of the terms agreed upon by the parties with
respect to the subject matter hereof, and there are no
representations or understanding between the parties except
as provided herein. This Agreement may not be amended or
modified in any way except by a writing duly executed by
both parties. This Agreement may not be assigned by either
party except upon prior written agreement by the other
party. Furthermore, both parties have negotiated the terms
of this Agreement and have had the opportunity to engage
counsel to review the same. Accordingly, this Agreement
shall not be construed more strongly in favor or against
either party hereto. The headings in this Agreement are
inserted for convenience only and shall not affect the
construction hereof.
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20. WAIVER. No waiver of a breach of or default under
any provision of this Agreement shall be deemed a waiver of
any other breach or default under the same or any other
provision of this Agreement.
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21. FAX COUNTERPARTS. This Agreement may be entered by
the parties by signing any one or more counterparts, all of
which shall constitute one and the same instrument. This
Agreement shall become effective when one or more
counterparts shall have been executed by each party and
delivered to each other party. This Agreement may be
delivered to such other parties via fax. Any party's taxed
signature shall be deemed an original and binding signature
as of the date set forth above.
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22. HEADINGS. The headings in this Agreement are
inserted for convenience only and shall not affect the
construction hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date indicated above.
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PARADIGM ADVANCED TECHNOLOGIES, INC.
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BY: /s/ David Kerzner
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David Kerzner, President
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PANGEA PETROLEUM CORPORATION
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BY: /s/ Charles B. Pollock
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Charles B. Pollock, President
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PANGEA SERVICES, INC.
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BY: /s/ Marc H. Nathan
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Marc H. Nathan, President
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/s/ Marc H. Nathan
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Marc H. Nathan