SHARE PURCHASE AGREEMENT
This Share Purchase Agreement ("Agreement"), dated as of March 29, 2000,
among _____________________________ (SELLER), Zee, Inc. ("ZI"), and the Zee
shareholders who join in this Agreement subsequent to date of the Agreement and
agree to sell their shares (the Other Zee shareholders) by execution of an
Acceptance and Sale Addendum which is attached hereto as Exhibit A, Callmate
Telecom International, Inc., (BUYERS) a Florida Corporation.
W I T N E S S E T H:
A. WHEREAS, Zee, Inc.("ZI") is a corporation duly organized under the
laws of the State of Wyoming.
B. WHEREAS, BUYER wishes to purchase 660,000 shares of the outstanding
common shares of ZI free and clear of liens and encumbrances from SELLERS and
Other Shareholders of Zee, Inc. who join by addendum (Other Zee Shareholders).
C. WHEREAS, the parties hereto wish to enter into this Agreement,
pursuant to the provisions of the Florida Statutes.
NOW, THEREFORE, it is agreed among the parties as follows:
ARTICLE I
The Consideration
1.1 a. Subject to the conditions set forth herein on the "Closing Date"
(as herein defined), SELLERS shall sell and BUYER shall purchase 390,000 common
shares of ZI common stock. The transactions contemplated by this Agreement shall
be completed at a closing ("Closing") on a closing date ("Closing Date") on or
before March 31, 2000. The purchase price for the ZI shares to be paid by BUYER
to SELLERS is $.02 per share, $7,800 for which is paid herewith into escrow with
M. A. Littman and shall be delivered at closing.
On the Closing Date, all of the documents to be furnished pursuant to
this Agreement, including the documents to be furnished pursuant to Article VI
of this Agreement, shall be delivered to M.A. Littman, to be held in escrow
until all closing conditions hereunder have been met or the date of termination
of this Agreement, but no longer than 1 day after closing date, whichever first
occurs, and thereafter cash and shares shall be promptly distributed to the
parties as their interests may appear.
1.1 b. BUYER shall purchase from the Other Zee shareholders a total of
270,000 shares of ZI common stock, which purchase shall occur within three days
after the closing scheduled under 1.1 a. hereof. The purchase price of the
shares shall be $.02 per share.
1.2 a. Concurrent with the execution hereof, BUYER shall deposit or
cause to be deposited with M.A. Littman for purchase of ZI shares under this
agreement, the sum of $10,000. Further, the sum of $7,800 shall be paid at
closing for delivery to SELLERS upon receipt of the shares (390,000) of Zee,
Inc. common stock.
1.2 b. BUYER shall deposit with M.A. Littman an additional $3,200 for
the balance of the consideration for the purchase of 270,000 shares of ZI common
stock owned by the Other Zee shareholders, which consideration shall be
delivered pro rata at $.02 per share to the Other Zee shareholders upon receipt
of the signed Acceptance and Sale Agreement Addendum from each Other Zee
shareholder.
ARTICLE II
Conveyance of Shares
2.1 The shares of no par value common stock of ZI shall be delivered
and conveyed by SELLERS to BUYER at closing by SELLERS with duly executed stock
powers, upon receipt of the cash consideration by SELLERS.
2.2 SELLERS represents that no outstanding options or warrants for
unissued shares exist for ZI.
2.3 After closing with SELLERS, the Other Zee shareholders who join
this Agreement by execution of the Acceptance and Sale Addendum will convey
their shares to BUYER and receive $.02 per share of ZI sold.
ARTICLE III
Representations, Warranties and Covenants of SELLERS as to ZI
SELLERS hereby represents, warrants and covenants to BUYER,
except as stated in the ZI Disclosure Statement, as follows:
3.1 ZI is a corporation duly organized, validly existing and in good
standing under the laws of the State of Wyoming, and has the corporate power and
authority to carry on its business as it is now being conducted. The Articles of
Incorporation and Amendments and Bylaws of ZI, copies of which have been
delivered to BUYER, are complete and accurate, and the minute books of ZI
contain a record, which is complete and accurate in all material respects, of
all meetings, and all corporate actions of the shareholders and Board of
Directors of ZI.
3.2 The aggregate number of shares which ZI is authorized to issue is
50,000,000 shares of common stock with no par value per share, of which 660,000
shares of such common stock are issued and outstanding, fully paid and
non-assessable, at closing under this agreement. ZI has no outstanding options,
warrants or Other rights to purchase, or subscribe to, or securities convertible
into or exchangeable for any shares of capital stock.
3.3 ZI and SELLERS have complete and unrestricted power to enter into
and, upon the appropriate approvals as required by law, to consummate the
transactions contemplated by this Agreement.
3.4 Neither the making of nor the compliance with the terms and
provisions of this Agreement and consummation of the transactions contemplated
herein by ZI will conflict with or result in a breach or violation of the
Articles of Incorporation or Bylaws of ZI.
3.5 ZI has delivered to BUYER Audited financial statements of ZI dated
August 31, 1999. At or prior to closing ZI shall have filed its 10K for December
31, 1999, including audited financial statements. All such statements, herein
sometimes called "ZI Financial Statements" are (and will be) complete and
correct in all material respects and, together with the notes to these financial
statements, present fairly the financial position and results of operations of
ZI of the periods indicated. All financial statements of ZI will have been
prepared in accordance with generally accepted accounting principles.
3.6 Since the dates of the ZI Financial Statements, there have not been
any material adverse changes in the business or condition, financial or
otherwise, of ZI. ZI does not have any material liabilities or obligations,
secured or unsecured except as shown on updated financials (whether accrued,
absolute, contingent or otherwise).
3.7 There are no pending legal proceedings involving ZI, there are no
legal proceedings or regulatory proceedings involving material claims pending,
or, to the knowledge of the SELLERS, threatened against ZI or affecting any of
its assets or properties, and ZI is not in any material breach or violation of
or default under any contract or instrument to which ZI is a party, and no event
has occurred which with the lapse of time or action by a third party could
result in a material breach or violation of or default by ZI under any contract
or other instrument to which ZI is a party or by which it or any of its
properties may be bound or affected, or under its Articles of Incorporation or
Bylaws, nor is there any court or regulatory order pending, applicable to ZI.
3.8 ZI shall not enter into or consummate any transactions prior to the
Closing Date other than in the ordinary course of business and will pay no
dividend, or increase the compensation of officers and will not enter into any
agreement or transaction which would adversely affect its financial condition.
3.9 ZI is not a party to any contract performable in the future.
3.10 The representations and warranties of SELLERS and ZI shall be true
and correct as of the date hereof and as of the Closing Date.
3.11 ZI shall deliver to BUYER, all of its corporate books and records
for review. ZI will also deliver to BUYER on or before the Closing Date any
reports relating to the financial and business condition of ZI which occur after
the date of this Agreement and any other reports sent generally to its
shareholders after the date of this Agreement.
3.12 ZI has no employee benefit plan in effect at this time.
3.13 No representation or warranty by ZI or SELLERS in this Agreement,
the ZI Disclosure Statement or any certificate delivered pursuant hereto
contains any untrue statement of a material fact or omits to state any material
fact necessary to make such representation or warranty not misleading.
3.14 SELLERS or ZI has delivered, to BUYER true and correct copies of
the 10SB and each of its other reports to shareholders and filing with the
Securities and Exchange Commission ("SEC") for the year ended December 31, 1999.
ZI will also deliver to BUYER on or before the Closing Date any reports relating
to the financial and business condition of ZI which are filed with the SEC after
the date of this Agreement and any other reports sent generally to its
shareholders after the date of this Agreement.
3.15 ZI has duly filed all reports required to be filed by it under the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended, (the "Federal Securities Laws"). No such reports, or any reports sent
to the shareholders of ZI generally, contained any untrue statement of material
fact or omitted to state any material fact required to be stated therein or
necessary to make the statements in such report, in light of the circumstances
under which they were made, not misleading.
3.16 SELLERS hereby covenants that during the contract period, prior to
closing, ZI will not take any board action without BUYER's approval in writing,
pending selection of new officers and directors at closing.
3.17 a. SELLERS own the 390,000 ZI shares being sold to the BUYER free
and clear of any liens and encumbrances and may transfer such shares without the
consent of any third party.
3.18 b. Other Zee shareholders who join this Agreement by Addendum
shall warrant and represent that the shares sold by such shareholders are free
and clear of any liens and encumbrances and may be transferred without consent
of any third party.
ARTICLE IV
Obligations of the Parties Pending the Closing Date
4.1 At all times prior to the Closing Date during regular business
hours, each party will permit the other to examine its books and records and the
books and records of its subsidiaries and will furnish copies thereof on
request. It is recognized that, during the performance of this Agreement, each
party may provide the other parties with information which is confidential or
proprietary information. During the term of this Agreement, and for four years
following the termination of this Agreement, the recipient of such information
shall protect such information from disclosure to persons, other than members of
its own or affiliated organizations and its professional advisers, in the same
manner as it protects its own confidential or proprietary information from
unauthorized disclosure, and not use such information to the competitive
detriment of the disclosing party. In addition, if this Agreement is terminated
for any reason, each party shall promptly return or cause to be returned all
documents or other written records of such confidential or proprietary
information, together with all copies of such writings and, in addition, shall
either furnish or cause to be furnished, or shall destroy, or shall maintain
with such standard of care as is exercised with respect to its own confidential
or proprietary information, all copies of all documents or other written records
developed or prepared by such party on the basis of such confidential or
proprietary information. No information shall be considered confidential or
proprietary if it is (a) information already in the possession of the party to
whom disclosure is made, (b) information acquired by the party to whom the
disclosure is made from other sources, or (c) information in the public domain
or generally available to interested persons or which at a later date passes
into the public domain or becomes available to the party to whom disclosure is
made without any wrongdoing by the party to whom the disclosure is made.
4.2 SELLERS and BUYER shall promptly provide each other with
information as to any significant developments in the performance of this
Agreement, and shall promptly notify the other if it discovers that any of its
representations, warranties and covenants contained in this Agreement or in any
document delivered in connection with this Agreement was not true and correct in
all material respects or became untrue or incorrect in any material respect.
4.3 All parties to this Agreement shall take all such action as may be
reasonably necessary and appropriate and shall use their best efforts in order
to consummate the transactions contemplated hereby as promptly as practicable.
ARTICLE V
Procedure for Closing
5.1 a. At the Closing Date, the purchase and Sale shall be effected
with common stock certificates of ZI being delivered duly executed for 390,000
shares of common stock to BUYER and the delivery of $.02 per share to SELLERS
from BUYER (from the Escrow with M.A. Litman), together with delivery of all
other agreements, schedules, warranties and representations set forth in this
Agreement.
5.1 b. Subsequently, the purchase and sale of 270,000 shares of ZI from
the Other Zee shareholders shall be accomplished by delivery of $.02 per share
for each share tendered with the Acceptance and Sale Addendum.
ARTICLE VI
Conditions Precedent to the
Consummation of the Purchase
The following are conditions precedent to the consummation of the
Agreement on or before the Closing Date:
6.1 SELLERS shall have performed and complied with all of their
respective obligations hereunder which are to be complied with or performed on
or before the Closing Date and SELLERS and ZI and BUYER shall provide one
another at the Closing with a certificate to the effect that such party has
performed each of the acts and undertakings required to be performed by it on or
before the Closing Date pursuant to the terms of this Agreement.
6.2 No action, suit or proceeding shall have been instituted or shall
have been threatened before any court or other governmental body or by any
public authority to restrain, enjoin or prohibit the transactions contemplated
herein, or which might subject any of the parties hereto or their directors or
officers to any material liability, fine, forfeiture or penalty on the grounds
that the transactions contemplated hereby, the parties hereto or their directors
or officers, have violated any applicable law or regulation or have otherwise
acted improperly in connection with the transactions contemplated hereby, and
the parties hereto have been advised by counsel that, in the opinion of such
counsel, such action, suit or proceeding raises substantial questions of law or
fact which could reasonably be decided adversely to any party hereto or its
directors or officers.
6.3 All actions, proceedings, instruments and documents required to
carry out this Agreement and the transactions contemplated hereby and the form
and substance of all legal proceedings and related matters shall have been
approved by counsel for BUYER.
6.4 The representations and warranties made by BUYER and SELLERS in
this Agreement shall be true as though such representations and warranties had
been made or given on and as of the Closing Date, except to the extent that such
representations and warranties may be untrue on and as of the Closing Date
because of (1) changes caused by transactions suggested or approved in writing
by BUYER or (2) events or changes (which shall not, in the aggregate, have
materially and adversely affected the business, assets, or financial condition
of ZI during or arising after the date of this Agreement.)
6.5 All outstanding liabilities of ZI shall have been paid and released
prior to closing.
6.6 No change in the management or directors nor exercise of control of
Zee, Inc. may occur until 1.1 b. and 2.3 and 5.1 b. have been completed with
delivery of all shares of outstanding Zee, Inc. to BUYER and delivery of
purchase price to the Other Zee shareholders.
ARTICLE VII
Termination and Abandonment
7.1 Anything contained in this Agreement to the contrary
notwithstanding, the Agreement may be terminated and abandoned at any time prior
to the Closing Date:
(a) By mutual consent of parties;
(b) By either party, if any condition set forth in Article VI
relating to the other party has not been met or has not been
waived;
(c) By BUYER, if any suit, action or other proceeding shall be
pending or threatened by the federal or a state government
before any court or governmental agency, in which it is sought
to restrain, prohibit or otherwise affect the consummation of
the transactions contemplated hereby;
(d) By any party, if there is discovered any material error,
misstatement or omission in the representations and warranties
of another Party;
(e) By any party if the Agreement Closing Date is not within 30
days from the date hereof; or
7.2 Any of the terms or conditions of this Agreement may be waived at
any time by the party which is entitled to the benefit thereof, by action taken
by him or the Board of Directors, provided; however, that such action shall be
taken only if, in the judgment of the Board of Directors or Party taking the
action, such waiver will not have a materially adverse effect on the benefits
intended under this Agreement to the party waiving such term or condition.
ARTICLE VIII
Termination of Representation and
Warranties and Certain Agreements
8.1 The respective representations and warranties of the parties hereto
shall expire with, and be terminated and extinguished by consummation of the
Agreement; provided, however, that the covenants and agreements of the parties
hereto shall survive in accordance with their terms.
ARTICLE IX
Miscellaneous
9.1 This Agreement embodies the entire agreement between the parties,
and there have been and are no agreements, representations or warranties among
the parties other than those set forth herein or those provided for herein.
9.2 To facilitate the execution of this Agreement, any number of
counterparts hereof may be executed, and each such counterpart shall be deemed
to be an original instrument, but all such counterparts together shall
constitute but one instrument.
9.3 All parties to this Agreement agree that if it becomes necessary or
desirable to execute further instruments or to make such other assurances as are
deemed necessary, the party requested to do so will use its best efforts to
provide such executed instruments or do all things necessary or proper to carry
out the purpose of this Agreement.
9.4 This Agreement may be amended upon approval of the Board of
Directors of BUYER and SELLERS.
9.5 Any notices, requests, or other communications required or
permitted hereunder shall be delivered personally or sent by overnight courier
service, fees prepaid, addressed as follows:
To Sellers: c/o Zee, Inc.
214 S. Center
Casper, WY 82601
copy to: Michael A. Littman
Attorney at Law
10200 W. 44th Ave., #400
Wheat Ridge, CO 80033
(303) 422-8127
To Callmate Telecom International, Inc.
copy to: Wendy Norris
(wendy.norris@piperrudnick.com)
or such other addresses as shall be furnished in writing by any party, and any
such notice or communication shall be deemed to have been given as of the date
received.
9.6 No press release or public statement will be issued relating to the
transactions contemplated by this Agreement without prior approval of BUYER and
SELLERS. However, ZI may issue at any time any press release or other public
statement it believes on the advice of its counsel it is obligated to issue to
avoid liability under the law relating to disclosures, but the party issuing
such press release or public statement shall make a reasonable effort to give
the other party prior notice of and opportunity to participate in such release
or statement.
IN WITNESS WHEREOF, the parties have set their hands and seals this
_____ day of ___________.
SELLERS:
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BUYER: CALLMATE TELECOM INTERNATIONAL, INC.
By:______________________________
President