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SHARE PURCHASE AGREEMENT
THIS AGREEMENT is made as of the 5th Day of May, 2001 and is supplemental to the
LETTER OF INTENT dated 2001.
AMONG:
SEA UNION INDUSTRIES PTE. LTD.
RICHARD LAJEUNESSE
RITA CHOU
PETER CHEN
YEO LAI ANN
TAN LAM IM
CHOA SO CHIN
TAN CHING KHOON
TAN SEK TOH
(Hereinafter called the "Vendors")
OF THE FIRST PART
AND;
5G WIRELESS COMMUNICATION PTE. INC
FORMERLY KNOWN AS PETESON INVESTMENT PTE LTD.
2 Finlayson Green, #09-08, Asian Insurance Building
Singapore 049247
(Hereinafter called the "Company")
OF THE SECOND PART
AND:
5G WIRELESS COMMUNICATIONS INC.
Suite 234, 2921 N.Tenaya Way
Las Vegas, Nevada USA
(Hereinafter called the "Purchaser)
WHEREAS:
A. The Purchaser has offered to purchase 75% all of the issued and
outstanding shares of the 5G-PTE, being 15 shares, in exchange for 12,000,000
shares of common stock of FGWC as outlined in section 2.1. Such stock will be
issued under Rule 144 with the standard restrictive legend and for which the
consideration will be as allocated in this document.
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B. The Vendors have each severally agreed to sell 75% of the issued and
outstanding shares of the Company to the Purchaser held by each such Vendor on
the terms and conditions set forth herein;
C. In order to record the terms and conditions of the agreement among them
the parties wish to enter into this agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
foregoing and of the sum of $1.00 paid by the Purchaser to the Vendor and to the
Company, the receipt of which is hereby acknowledged, the parties hereto agree
each with the other as follows
1 INTERPRETATION
1.1 Where used herein or in any amendments or Schedules hereto, the
following terms shall have the following meanings:
(a) "Business" means the business in which the Company is engaged, namely:
(i) the establishment of joint venture arrangements to provide wireless
telecommunications network services and Voice Over Internet Protocol (VOIP) on
an international level; and
(ii) any other enterprise that is directly related to the foregoing;
(b) "Closing Date" means the third business day following the receipt by
the parties of the approval of all regulatory authorities to this agreement or
such other date as may be mutually agreed upon by the parties hereto;
(c) "Company Financial Statements" means those financial statements of the
Company as at 31 December, 2000 reviewed and commented upon by the Accountants
and attached hereto as Schedule "C";
(d) "Company Shares" means the 20 common shares in the capital of the
Company held by the Vendors, being all of the issued and outstanding shares of
the Company;
(e) "Purchaser Audited Financial Statements" means those audited financial
statements of the Purchaser as at 31 December, 2000 attached hereto as Schedule
"A";
(f) "Purchaser Shares" means those 12,000,000 fully paid and non-assessable
common shares of the Purchaser to be issued to the Vendors by the Purchaser
pursuant to this agreement;
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(g0 "Shareholders" means the Vendors; and
(h) "Transfer Agent" means Holladay Stock Transfer Inc. at its office.
2939 North 67 th Place
Scottsdale, Arizona USA
85251-6015
1.2 All dollar amounts referred to in this agreement are in United States
funds, unless expressly stated otherwise.
1.3 The following schedules are attached to and form part of this agreement:
Schedule A - Purchaser Audited Financial Statements
Schedule B - Purchaser Interim Financial Statements
Schedule C - Company Financial Statements
Schedule D - Employment, Service & Pension Agreements of the Company
Schedule E - Real Property & Leases of the Company
Schedule F - Encumbrances on the Company's Assets
Schedule G - Company Litigation
Schedule H - Purchaser Litigation
Schedule I - Registered Trademarks, Trade Names & Patents of the Company
Schedule J - Purchaser's Subsidiaries
2. SHARE EXCHANGE AND PURCHASE OF SHARES
2.1 The Vendors each hereby covenant and agree to sell, assign and transfer
to the Purchaser, and the Purchaser covenants and agrees to purchase from the
Vendor 75% of the Company Shares held by Vendor based on the following terms;
1. That the Purchaser will issue stock equivalent to the value of the two
confirmed contracts to implement wireless services during the term of this
agreement based on the purchase of 75% of the company and a third party
evaluation. The share value will be based on the original Letter of Intent. See
schedule A for two confirmed contracts.
2. Date of the original Letter of Intent is March 9th, 2001.
3. The Purchaser agrees to issue shares based on future considerations for
the remaining shares up to 12,000,000, subject to an earn out formula, based on
the 75% of the company revenue, of 1 share for $0.50 US of gross revenue
generated during the two year term.
5G-Pte to provide audited statements to confirm the gross revenue. The
shares will be held in trust with the Vendors solicitors until the purchaser is
satisfied with the audited financial statements declaring gross revenue by
vendor.
2.2 As consideration for the sale of the Company Shares, the Purchaser
shall allot and issue to the Vendors the Purchaser Shares based upon the above
terms.
2.3 The total number of Purchaser Shares to be allotted to the Vendors
shall be 12,000,000 shares.
2.4 The Purchaser Shares shall be allotted and issued to the Vendors in the
following proportions.
Vendor Number of Purchaser Shares:
Sea Union Industries Pte. Ltd. Eight Hundred Thousand
Richard Lajeunesse Eight Hundred Thousand
Rita Chou Eight hundred Thousand
Peter Chen One Million Six Hundred Thousand
Tan Lam Im One Million Six Hundred Thousand
Yeo Lai Ann One Million Six Hundred Thousand
Tan Chin Khoon One Million Six Hundred Thousand
Choa So Chin One Million Six Hundred Thousand
Tan Sek Toh One Million Six Hundred Thousand
3. COVENANTS, REPRESENTATIONS AND
WARRANTIES OF THE VENDORS AND THE COMPANY
The Vendors and the Company jointly and severally covenant with and
represent and warrant to the Purchaser as follows, and acknowledge that the
Purchaser is relying upon such covenants, representations and warranties in
connection with the purchase by the Purchaser of the Company Shares:
3.1 The Company has been duly incorporated and organized, is validly
existing and is in good standing under the laws of Singapore; it has the
corporate power to own or lease its property and to carry on the Business; it is
duly qualified as a corporation to do business and is in good standing with
respect thereto in each jurisdiction in which the nature of the Business or the
property owned or leased by it makes such qualification necessary; and it has or
will have on the Closing Date all necessary licenses, permits, authorizations
and consents to operate its Business in accordance with the terms of its
Business Plan.
3.2 The authorized capital of the Company consists of 100 shares, of which
20 of such shares have been duly issued and are outstanding as fully paid and
non-assessable.
3.3 The Company Shares owned by the Vendors are owned by him as the
beneficial and recorded owner with a good and marketable title thereto, free and
clear of all mortgages, liens, charges, security interests, adverse claims,
pledges, encumbrances and demands whatsoever as follows:
Number of Percentage
Company of Issued
Shares Company Shares Name of Vendor
One (1) 5% Sea Union Industries Pte. Ltd
One (1) 5% Richard Lajeunesse
One (1) 5% Rita Chou
One (1) 10% Yeo Lai Ann
One (1) 10% Tan Lam Im
Two (2) 10% Peter Chen
Two (2) 10% Choa So Chin
Two (2) 10% Tan Ching Khoon
Two (2) 10% Tan Sek Toh
Twenty (15) 75.0%
3.4 No person, firm or corporation has any agreement or option or any right
or privilege (whether by law, pre-emptive or contractual) capable of becoming an
agreement or option for the purchase from the Vendors of any of the Company
Shares held by any of them.
3.5 No person, firm or corporation has any agreement or option, including
convertible securities, warrants or convertible obligations of any nature, or
any right or privilege (whether by law, pre-emptive or contractual) capable of
becoming an agreement or option for the purchase, subscription, allotment or
issuance of any of the unissued shares in the capital of the Company or of any
securities of the Company.
3.6 The Company does not have any subsidiaries or agreements of any nature
to acquire any subsidiary or to acquire or lease any other business operations
and will not prior to the Closing Date acquire, or agree to acquire, any
subsidiary or business without the prior written consent of the Purchaser.
3.7 The Company will not, without the prior written consent of the
Purchaser, issue any additional shares from and after the date hereof to the
Closing Date or create any options, warrants or rights for any person to
subscribe for or acquire any unissued shares in the capital of the Company.
3.8 The Company is not a party to or bound by any agreement or guarantee,
warranty, indemnification, assumption or endorsement or any other like
commitment of the obligations, liabilities (contingent or otherwise) or
indebtedness of any other person, firm or corporation, or of any products
related to the Business.
3.9 The books and records of the Company fairly and correctly set out and
disclose in all material respects, in accordance with generally accepted
accounting principles, the financial position of the Company as at the date
hereof, and all material financial transactions of the Company relating to the
Business have been accurately recorded in such books and records.
3.10 The Company Financial Statements present fairly the assets,
liabilities (whether accrued, absolute, contingent or otherwise) and the
financial conditions of the Company as at the date thereof and there will not
be, prior to the Closing Date, any increase in such liabilities.
3.11 (a) The entering into of this agreement and the consummation of the
transactions contemplated hereby will not result in the violation of any of the
terms and provisions of the constating documents or bylaws of the Company or of
any indenture, instrument or agreement, written or oral, to which the Company or
the Principal Vendors may be a party;
(b) The entering into of this agreement and the consummation of the
transactions contemplated hereby will not, to the best of the knowledge of the
Company and the Vendors, result in the violation of any law or regulation of the
United States of America or of any states in which they are resident or in which
the Business is or at the Closing Date will be carried on or of any municipal
bylaw or ordinance to which the Company or the Business may be subject;
(c) This agreement has been duly authorized, validly executed and delivered
by the Company and the Vendor.
3.12 The Business has been carried on in the ordinary and normal course by
the Company since the date of the Company Financial Statements and will be
carried on by the Company in the ordinary and normal course after the date
hereof and up to the Closing Date.
3.13 No capital expenditures in excess of $5,000 have been made or
authorized by the Company since the date of the Company Financial Statements and
no capital expenditures in excess of $5,000 will be made or authorized by the
Company after the date hereof and up to the Closing Date without the prior
written consent of the Purchaser.
3.14 Except as disclosed in the Schedules hereto, the Company is not a
party to any written or oral employment, service or pension agreement, and the
Company does not have any employees who cannot be dismissed on not more than one
months notice without further liability.
3.15 Except as disclosed in the Schedules hereto, the Company does not have
outstanding any bonds, debentures, mortgages, notes or other indebtedness, and
the Company is not under any agreement to create or issue any bonds, debentures,
mortgages, notes or other indebtedness.
3.16 Except as disclosed in the Schedules hereto, the Company is not the
owner, lessee or under any agreement to own or lease any real property.
3.17 Except as disclosed in the Schedules hereto, the Company owns,
possesses and has good and marketable title to its undertaking, property and
assets, and without restricting the generality of the foregoing, all those
assets described in the balance sheet included in the Company Financial
Statements, free and clear of any and all mortgages, liens, pledges, charges,
security interests, encumbrances, actions, claims or demands of any nature
whatsoever or howsoever arising.
3.18 The Company has its property insured against loss or damage by all
insurable hazards or risks on a replacement cost basis and such insurance
coverage will be continued in full force and effect to and including the Closing
Date; to the best of the knowledge of the Company and the Vendors, the Company
is not in default with respect to any of the provisions contained in any such
insurance policy and has not failed to give any notice or present any claim
under any such insurance policy in due and timely fashion.
3.19 Except as disclosed herein the Company does not have any outstanding
material agreements (including employment agreements) contracts or commitment,
whether written or oral, of any nature or kind whatsoever, except:
(a) agreements, contracts and commitments in the ordinary course of
business;
(b) service contracts on office equipment;
(c) the employment, services and pension agreements described in the
Schedules hereto; and
(d) the lease described in the Schedules hereto.
3.20 Except as provided in the Schedules hereto, there are no actions,
suits or proceedings (whether or not purportedly on behalf of the Company),
pending or threatened against or affecting the Company or affecting the
Business, at law or in equity, or before or by any federal, state, municipal or
other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign and neither the Company nor the Vendor are
aware of any existing ground on which any such action, suit or proceeding might
be commenced with any reasonable likelihood of success.
3.21 The Company is not in material default or breach of any contracts,
agreements, written or oral, indentures or other instruments to which it is a
party and there exists no state of facts which after notice or lapse of time or
both which would constitute such a default or breach, and all such contracts,
agreements, indentures or other instruments are now in good standing and the
Company is entitled to all benefits thereunder.
3.22 The Company has the right to use all of the registered trade marks,
trade names and patents, both domestic and foreign, in relation to the Business
as set out in the Schedules hereto.
3.23 To the best of the knowledge of the Company and the Vendor, the
conduct of the Business does not infringe upon the patents, trade marks, trade
names or copyrights, domestic or foreign, of any other person, firm or
corporation.
3.24 To the best of the knowledge of the Company and the Vendor, the
Company is conducting and will conduct the Business in compliance with all
applicable laws, rules and regulations of each jurisdiction in which the
Business is or will be carried on, the Company is not in material breach of any
such laws, rules or regulations and is or will be on the Closing Date fully
licensed, registered or qualified in each jurisdiction in which the Company owns
or leases property or carries on or proposes to carry on the Business to enable
the Business to be carried on as now conducted and its property and assets to be
owned, leased and operated, and all such licenses, registrations and
qualifications are or will be on the Closing Date valid and subsisting and in
good standing and that none of the same contains or will contain any provision,
condition or limitation which has or may have a materially adverse effect on the
operation of the Business.
3.25 All facilities and equipment owned or used by the Company in
connection with the Business are in good operating condition and are in a state
of good repair and maintenance.
3.26 The Company has no loans outstanding to Directors or Officers as of
December 31, 2000 No Loans or indebtedness is outstanding to any other
directors, former directors, officers. Vendors and employees of the Company or
to any person or corporation not dealing at arm's length with any of the
foregoing.
3.27 The Company has made full disclosure to the Purchaser of all aspects
of the Business and has made all of its books and records available to the
representatives of the Purchaser in order to assist the Purchaser in the
performance of its due diligence searches and no material facts in relation to
the Business have been concealed by the Company or the Vendors.
3-28 There are no material liabilities of the Company of any kind
whatsoever, whether or not accrued and whether or not determined or
determinable, in respect of which the Company or the Purchaser may become liable
on or after the consummation of the transaction contemplated by this agreement,
other than liabilities which may be reflected on the Company Financial
Statements, liabilities disclosed or referred to in this agreement or in the
Schedules attached hereto, or liabilities incurred in the ordinary course or
business and attributable to the period since the date of the Company Financial
Statements, none of which has been materially adverse to the nature of the
Business, results of operations, assets, financial condition or manner of
conducting the Business.
3.29 The Articles, bylaws and other constating documents of the Company in
effect with the appropriate corporate authorities as at the date of this
agreement will remain in full force and effect without any changes thereto as at
the Closing Date.
3.30 The directors and officers of the Company are as follows:
Name; Position:
Ee Peng Kee President, Secretary and Director
Choa So Chin Director.
3.31 No claim shall be made by the Purchaser against the Company or the
Vendors as a result of any misrepresentation or as a result of the breach of any
covenant or warranty herein contained unless the aggregate loss or damage to the
Purchaser exceeds $5,000.
4. COVENANTS. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser covenants with and represents and warrants to the Vendors and
the Company as follows and acknowledges that the Vendors are relying upon such
covenants, representations and warranties in entering into this agreement:
4.1 The Purchaser has been duly incorporated and organized and is validly
subsisting under the laws of the State of Nevada and is in good standing with
respect to all filings required to be made by the Nevada Secretary of State; it
has the corporate power to own or lease its properties and to carry on its
business as now being conducted by it; and it is duly qualified as a corporation
to do business and is in good standing with respect thereto in each jurisdiction
in which the nature of its business or the property owned or leased by it makes
such qualification necessary.
4.2 The authorized capital of the Purchaser consists of 50,000,000 common
shares of which 12,950,490 common shares are currently issued and outstanding as
fully paid and non-assessable.
4.3 No person, firm or corporation has any agreement or option, including
convertible securities, warrants or convertible obligations of any nature, or
any right or privilege (whether by law, pre-emptive or contractual) capable of
becoming an agreement or option for the purchase, subscription, allotment or
issuance of any of the unissued shares in the capital of the Purchaser or of any
securities of the Purchaser except as follows:
Purchase or
Name. Nature of Security. Exercise Price. Expiry Date
See Schedule L
4.4 The Purchaser will not, without the prior written consent of the
Vendors, issue any additional shares from and after the date hereof to the
Closing Date or create any options, warrants or rights for any person to
subscribe for any unissued shares in the capital of the Purchaser, except upon
the exercise of presently outstanding convertible securities, rights, options or
warrants, and except for any shares to be issued pursuant to Article 6.
4.5 The directors and officers of the Purchaser are as follows:
Name Position
Don Boudewyn President & Director
Allan Schwabe Secretary & Director
4.6 The Purchaser Financial Statements present fairly the assets,
liabilities (whether accrued, absolute, contingent or otherwise) and the
financial condition of the Purchaser as at the respective dates thereof and
there will not be, prior to the Closing Date, any increase in such liabilities.
4.7 There have been no material adverse changes in the financial position
or condition of the Purchaser or damage, loss or destruction materially
affecting the business or property of the Purchaser since the date of the
Purchaser Audited Financial Statements.
4.8 The Purchaser has made full disclosure to the Company of all material
aspects of the Purchaser's business and has made all of its books and records
available to the representatives of the Company in order to assist the Company
in the performance of its due diligence searches and no material facts in
relation to the Purchaser's business have been concealed by the Purchaser.
4.9 The Purchaser is not a party to or bound by any agreement or guarantee,
warranty, indemnification, assumption or endorsement or any other like
commitment of the obligations, liabilities (contingent or otherwise) or
indebtedness of any other person, firm or corporation.
4.10 Except as disclosed in the Schedules attached hereto, there are no
actions, suits or proceedings (whether or not purportedly on behalf of the
Purchaser), pending or threatened against or affecting the Purchaser or
affecting the Purchaser's business, at law or in equity, or before or by any
federal, state, municipal or other governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign and the Purchaser is not
aware of any existing ground on which any such action, suit or proceeding might
be commenced with any reasonable likelihood of success.
4.11 The Purchaser's common shares are quoted on the NASD Over-the-Counter
Bulletin Board and the Purchaser is not in breach of any regulation, by-law or
policy of, or any of the terms and conditions of its quotation on, the Bulletin
Board applicable to the Purchaser or its operations.
4.12 The Purchaser currently has 2 employees and is not party to any
collective agreements with any labour unions or other association of employees,
4.13 The Purchaser does not have any subsidiaries or agreements of any
nature to acquire any subsidiary or to acquire or lease any other business
operations and will not prior to the Closing Date acquire, or agree to acquire,
any subsidiary or business without the prior written consent of the Company.
4.14 The business of the Purchaser now and until the Closing Date will be
carried on in the ordinary and normal course after the date hereof and upon to
the Closing Date and no material transactions shall be entered into until the
Closing Date without the prior written consent of the Vendors.
4.15 The Purchaser has been assessed for federal and state income taxes for
all years to and including the fiscal year of the Purchaser ended 31 December,
2000 and all taxes have been paid.
4.16 No liability, cost or expense will be incurred or payable by the
Purchaser in connection with the disposition of any of its properties.
4.17 All capital expenditures will be approved by the purchaser after the
purchase date.
4.18 The Purchaser is not indebted to any of its directors or officers nor
are any of the Purchaser's directors or officers indebted to the Purchaser.
4.19 The Purchaser has good and marketable title to its properties and
assets as set out in the Purchaser Audited Financial Statements and Purchaser
Interim Financial Statements and such properties and assets are not subject to
any mortgages, pledges, liens, charges, security interests, encumbrances,
actions, claims or demands of any nature whatsoever or howsoever arising.
4.20 The Articles, Memorandum and any other constating documents of the
Purchaser in effect with the appropriate corporate authorities as at the date of
this agreement will not have been materially changed as at the Closing Date.
4.21 There are no material liabilities of the Purchaser of any kind
whatsoever, whether or not accrued and whether or not determined or
determinable, in respect of which the Purchaser or the Company may become liable
on or after the consummation of the transaction contemplated by this agreement,
other than liabilities which may be reflected on the Purchaser Audited Financial
Statements or Purchaser Interim Financial Statements, liabilities disclosed or
referred to in this agreement or in the Schedules attached hereto, or
liabilities incurred in the ordinary course or business and attributable to the
period since the date of the Purchaser Audited Financial Statements or Purchaser
Interim Financial Statements, none of which has been materially adverse to the
nature of the Purchaser's business, results of operations, assets, financial
condition or manner of conducting the Purchaser's business.
4.22 (a) The entering into of this agreement and the consummation of the
transactions contemplated hereby will not result in the violation of any of the
terms and provisions of the constating documents or bylaws of the Purchaser or
of any indenture, instrument or agreement, written or oral, to which the
Purchaser may be a party;
(b) The entering into of this agreement and the consummation of the
transactions contemplated hereby will not, to the best of the knowledge of the
Purchaser, result in the violation of any law or regulation of Canada or of
British Columbia or of any municipal bylaw or ordinance to which the Purchaser
or the Purchaser's business may be subject;
(c) This agreement has been duly authorized, validly executed and delivered
by the Purchaser.
4.23 The Purchaser has no contracts with any officers, directors,
accountants, lawyers or others which cannot be terminated with not more than one
month's notice.
4.24 No claims shall be made by the Company or the Vendors against the
Purchaser as a result of any misrepresentation or as a result of the breach of
any covenant or warranty herein contained unless the aggregate loss or damage to
the Company or the Vendors exceeds $5,000.
5. CONDITIONS OF CLOSING
5.1 All obligations of the Purchaser under this agreement are subject to
the fulfillment, at or prior to the Closing Date, of the following conditions:
(a) The respective representations and warranties of the Vendors and the
Company contained in this agreement or in any Schedule hereto or certificate or
other document delivered to the Purchaser pursuant hereto shall be substantially
true and correct as of the date hereof and as of the Closing Date with the same
force and effect as though such representations and warranties had been made on
and as of such date, regardless of the date as of which the information in this
agreement or any such Schedule or certificate is given, and the Purchaser shall
have received on the Closing Date certificates dated as of the Closing Date, in
forms satisfactory to counsel for the Purchaser and signed under seal by the
respective Vendors and by two senior officers of the Company to the effect that
their respective representations and warranties referred to above are true and
correct on and as of the Closing Date with the same force and effect as though
made on and as of such date, provided that the acceptance of such certificates
and the closing of the transaction herein provided for shall not be a waiver of
the respective representations and warranties contained in Article 3 or in any
Schedule hereto or in any certificate or document given pursuant to this
agreement which covenants, representations and warranties shall continue in full
force and effect for the benefit of the Purchaser;
(b) the Company shall have caused to be delivered to the Purchaser either a
certificate of an officer of the Company or, at the Purchaser's election, an
opinion of legal counsel acceptable to the Purchaser's legal counsel, in either
case, in form and substance satisfactory to the Purchaser, dated as of the
Closing Date, to the effect that:
(c) the Company owns, possesses and has good and marketable title to its
undertaking, property and assets, and without restricting the generality of the
foregoing, those assets described in the balance sheet included in the Company
Financial Statements, free and clear of any and all mortgages, liens, pledges,
charges, security interests, encumbrances, actions, claims or demands of any
nature whatsoever and howsoever arising;
(d) the Company has been duly incorporated organized and is validly
existing under the laws of the Republic of Singapore , it has the corporate
power to own or lease its properties and to carry on its business that is now
being conducted by it and is in good standing with respect to filings with the
appropriate governmental authorities;
(e) the issued and authorized capital of the Company is as set out in this
agreement and all of the issued and outstanding shares have been validly issued
as fully paid and non-assessable;
(f) all necessary approvals and all necessary steps and corporate
proceedings have been obtained or taken to permit the Company Shares to be duly
and validly transferred to and registered in the name of the Purchaser; and
(g) the consummation of the purchase and sale contemplated by this
agreement, and specifically the transfer of the Company Shares to the Purchaser,
will not be in breach of any laws of Nevada or the United States of America and,
in particular but without limiting the generality of the foregoing, the
execution and delivery of this agreement by the Vendors and the Company has not
breached and the consummation of the purchase and sale contemplated hereby will
not be in breach of any laws of Nevada or the United States or of any state in
which a Vendor is resident or the Company carries on business; and, without
limiting the generality of the foregoing, that all corporate proceedings of the
Company, its Vendors and directors and all other matters which, in the
reasonable opinion of counsel for the Purchaser, are material in connection with
the transaction of purchase and sale contemplated by this agreement, have been
taken or are otherwise favourable to the completion of such transaction.
(h) At the Closing Date there shall have been no materially adverse change
in the affairs, assets, liabilities, or financial condition of the Company or
the Business (financial or otherwise) from that shown on or reflected in the
Company Financial Statements.
(i) No substantial damage by fire or other hazard to the Business shall
have occurred prior to the Closing Date.
5.2 (i) In the event any of the foregoing conditions contained in paragraph
5.1 hereof are not fulfilled or performed at or before the Closing Date to the
reasonable satisfaction of the Purchaser, the Purchaser may terminate this
agreement by written notice to the Vendors and in such event the Purchaser shall
be released from all further obligations hereunder but any of such conditions
may be waived in writing in whole or in part by the Purchaser without prejudice
to its rights of termination in the event of the non-fulfillment of any other
conditions or conditions.
(ii) In the event of default during the term, the Purchaser may terminate
this agreement by written notice to the Vendors and in such event the Purchaser
shall be released from all further obligations hereunder but any of such
conditions may be waived in writing in whole or in part by the Purchaser without
prejudice to its rights of termination in the event of the non-fulfillment of
any other conditions or conditions.
5.3 All obligations of the Vendors under this agreement are subject to the
fulfillment, at or prior to the Closing Date, of the following conditions:
(a) The representations and warranties of the Purchaser contained in this
agreement or in any Schedule hereto or certificate or other document delivered
to the Company and the Vendors pursuant hereto shall be substantially true and
correct as of the date hereof and as of the Closing Date with the same force and
effect as though such representations and warranties had been made on and as of
such date, regardless of the date as of which the information in this agreement
or any such Schedule or certificate is given, and the Vendors shall have
received on the Closing Date a certificate dated as of the Closing Date, in form
satisfactory to the Vendors and signed under seal by two senior officers of the
Purchaser, to the effect that such representations and warranties referred to
above are true and correct on and as of the Closing Date with the same force and
effect as though made on and as of such date, provided that the acceptance of
such certificate and the closing of the transaction herein provided for shall
not be a waiver of the representations and warranties contained in Article 4 or
in any Schedule hereto or in any certificate or document given pursuant to this
agreement which covenants, representations and warranties shall continue in full
force and effect for the benefit of the Vendors,
(b) The Purchaser shall have caused to be delivered to the Vendors either a
certificate of an officer of the Purchaser or, at the Vendor's election, an
opinion of legal counsel acceptable to counsel to the Vendors, in either case,
in form and substance satisfactory to the Vendors, dated as of the Closing Date,
to the effect that:
(i) the Purchaser has been duly incorporated and organized and is validly
subsisting under the laws of the State of Nevada, it has the corporate power to
own or lease its properties and to carry on its business that is now being
conducted by it and is in good standing with respect to all filings with the
appropriate corporate authorities in Nevada;
(ii) the issued and authorized capital of the Purchaser is as set out in
this agreement and all issued shares have been validly issued as fully paid and
non-assessable;
(iii) all necessary approvals and all necessary steps and corporate
proceedings have been obtained or taken to permit the Purchaser Shares to be
duly and validly allotted and issued to and registered in the name of the
Vendors;
(iv) the consummation of the purchase and sale contemplated by this
agreement, and specifically the issuance and delivery of the Purchaser Shares to
the Vendors in consideration of the purchase of the Company Shares, will not be
in breach of any laws of Nevada or USA and, in particular but without limiting
the generality of the foregoing, the execution and delivery of this agreement by
the Purchaser has not breached and the consummation of the purchase and sale
contemplated hereby will not be in breach of any securities laws of Nevada or
USA;
(v) the meeting of the board of directors of the Purchaser was properly
constituted and the two of the three members of the board of directors of the
Purchaser who are nominees of the Company are validly appointed directors; and,
without limiting the generality of the foregoing, that all corporate proceedings
of the Purchaser, its Vendors and directors and all other matters which, in the
reasonable opinion of counsel for the Company, are material in connection with
the transaction of purchase and sale contemplated by this agreement, have been
taken or are otherwise favourable to the completion of such transaction.
(c) At the Closing Date there shall have been no materially adverse change
in the affairs, assets, liabilities, financial condition or business (financial
or otherwise) of the Purchaser from that shown on or reflected in the Purchaser
Audited Financial Statements and the Purchaser Interim Financial Statements.
5.4 In the event that any of the conditions contained in paragraph 5.3
hereof shall not be fulfilled or performed by the Purchaser at or before the
Closing Date to the reasonable satisfaction of the Vendors then the Vendors
shall have all the rights and privileges granted to the Purchaser under
paragraph 5.2, mutatis mutandis.
6. CLOSING ARRANGEMENTS
6.1 The closing shall take place on the Closing Date at the offices the
Purchaser.
6.2 On the Closing Date, upon fulfilment of all the conditions set out in
Article 5 which have not been waived in writing by the Purchaser or by the
Vendors, as the case may be, then:
(a) the Vendors shall deliver to the Purchaser:
(i) certificates representing all the Company Shares duly endorsed in blank
for transfer or with a stock power of attorney (in either case with the
signature guaranteed by the appropriate official) with all eligible security
transfer taxes paid; and
(ii) the certificates and officer's certificate or opinion referred to in
paragraph 5.1.
(b) the Vendors and the Company shall cause the transfers of the Company
Shares into the name of the Purchaser, or its nominee, to be duly and regularly
recorded in the books and records of the Company;
(c) the Purchaser shall deliver to the Vendors:
(i) share certificates representing the Purchaser Shares duly endorsed with
legends, acceptable to the Purchaser's counsel, respecting restrictions on
transfer as required by or necessary under the applicable securities legislation
of the United States; and
(ii) the certificates and officer's certificate or opinion referred to in
paragraph 5.3.
7. SECURITIES REGULATORY APPROVAL
7.1 The terms of this agreement are subject to the approval of all
securities regulatory authorities having jurisdiction.
7.2 In the event that the any regulatory authority having jurisdiction
shall prevent the closing of the purchase and sale of the Company Shares and the
consummation of the transactions contemplated in this agreement, neither the
Purchaser nor its directors, officers, legal counsel, servants or agents shall
in any way be liable to any of the Vendors or the Company in respect of any
damages or losses suffered by them as a result of such failure to give their
approval provided that the Purchaser has, with all due diligence and in good
faith, used its best efforts to obtain the approval of such regulatory
authorities.
8. GENERAL PROVISIONS
8.1 Time shall be of the essence of this agreement.
8.2 This agreement contains the whole agreement between the parties hereto
in respect of the purchase and sale of the Company Shares and there are no
warranties, representations, terms, conditions or collateral agreements
expressed, implied or statutory, other than as expressly set forth in this
agreement.
8.3 This agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns. The
Purchaser may not assign this agreement without the consent of the Company which
consent may be unreasonably withheld.
8.4 Any notice to be given under this agreement shall be duly and properly
given if made in writing and by delivering or telecopying the same to the
addressee at the address as set out on page one of this agreement. Any notice
given as aforesaid shall be deemed to have been given or made on, if delivered,
the date on which it was delivered or, if telecopied, on the next business day
after it was telecopied. Any party hereto may change its address for notice from
time to time by notice given to the other parties hereto in accordance with the
foregoing.
8.5 This agreement may be executed in one or more counter-parts, each of
which so executed shall constitute an original and all of which together shall
constitute one and the same agreement.
8.6 This agreement shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the laws of Nevada, and each of
the parties hereto irrevocably attorns to the jurisdiction of the Courts of
Nevada.
IN WITNESS WHEREOF the parties hereto have executed this agreement as of
the day and year first above written.
SIGNED, SEALED AND DELIVERED
BY TAN CHIN KHOON
In the presence of;
______________________________
Signature. /S/ Tan Chin Khoon
Name Tan Chin Khoon
Address 38 Greenbank Park 589399
THE COMMON SEAL OF )
SEA UNION INDUSTRIES PTE. LTD.. )
)
Was hereunto affixed in the presence of: ) c/s
)
________________________________ )
)
)
________________________________ )
)
BY LOW THIM FOOK
In the presence of;
Signature. /S/Low Thim Fook
Name Low Thim Fook_
Address
BY PETER CHEN
In the presence of;
Signature /S/ Peter Chen
Name Peter Chen
Address 22 Yio Chu Kang Rd # 03-03 S 545535
BY TAN ENG HIN
In the presence of;
Signature /S/ Tan Eng hin
________________________________
Name _______________________________
Address ________________________________
BY CHOA SO CHIN
In the presence of;
Signature /S/ Choa So Chin
_______________________________
Name Choa So Chin
Address ________________________________
BY EE PENG KEE
In the presence of;
Signature /S/ EE Peng Kee
________________________________
Name EE Peng Kee
Address _________________________________
BY TAN SEK TOH
In the presence of,
Signature /S/ Tan Sek Toh
________________________________
Name Tan Sek Toh
Address _________________________________
THE COMMON SEAL OF 5G WIRELESS )
COMMUNICATION PTE. INC. )
Was hereunto affixed in the presence of: ) c/s
)
________________________________ )
)
)
________________________________ )
THE COMMON SEAL OF 5G WIRELESS )
COMMUNICATIONS INC. )
Was hereby affixed in the presence of )
)
______________________________ ) c/s
)
)
______________________________ )
SCHEDULE A
To that share purchase agreement dated as of , 2001.
PURCHASER AUDITED FINANCIAL STATEMENTS.
SCHEDULE B
To that Share Purchase Agreement dated as of , 2001
PURCHASER INTERIM FINANCIAL STATEMENTS.
SCHEDULE C
To that Share Purchase Agreement dated as of , 2001.
COMPANY FINANCIAL STATEMENTS.
SCHEDULE D
To that Share Purchase Agreement dated as of 2001
EMPLOYMENT, SERVICE & PENSION AGREEMENTS OF THE COMPANY.
SCHEDULE E
To that Share Purchase Agreement dated as of , 2001.
REAL PROPERTY & LEASES OF THE COMPANY.
SCHEDULE F
To that Share Purchase Agreement dated as of 2001.
ENCUMBRANCES ON THE COMPANYS ASSETS.
SCHEDULE G
To that Share Purchase Agreement dated as of , 2001
COMPANY LITIGATION.
SCHEDULE H
To that Share Purchase Agreement dated as of , 2001
PURCHASER LITIGATION.
SCHEDULE I
To that share Purchase Agreement dated as of , 2001
REGISTERED TRADEMARKS, TRADE NAMES & PATENTS
OF THE COMPANY.
SCHEDULE J
To that Share Purchase Agreement dated as of , 2001
FORM OF ESCROW AGREEMENT.