COMMON STOCK PURCHASE AGREEMENT
COMMON STOCK PURCHASE AGREEMENT (the "Agreement"), dated
January 19, 2001, by and between Callmate Telecom International, Inc., a Florida
corporation with its principal place of business at 65 Queen Street West, Suite
2000, P.O. Box 8 Toronto, Ontario M5H 2M5 (the "Seller"), and Mohammed Aslam
Gohir an individual residing at House No. 161/3 Block-G Venar, District Venar,
Pakistan, (the "Purchaser").
R E C I T A L S
WHEREAS, the Seller is the owner of all of the Capital Stock
(the "Shares") of the Companies whose names are listed in Appendix A hereto.
WHEREAS, the Purchaser wishes to purchase and the Seller
wishes to sell the Shares at the Closing (as hereinafter defined) on the terms
and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and of the
agreements set forth below, the parties hereby agree as follows:
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1. Purchase and Sale.
a. Shares to be Purchased and Sold. At the Closing, the
Seller agrees to sell, transfer, convey, assign and deliver to the Purchaser,
the Shares free and clear of all liens, claims and encumbrances for the Purchase
Price hereinafter set forth.
b. Purchase Price. Upon the terms and subject to the
conditions set forth in this Agreement, in exchange for the Shares, Purchaser
hereby agrees to return to Seller for cancellation an aggregate of 9,200,000
shares of the Seller's Common Stock, $.001 per value. (The "Payment Stock")
c. Closing Date. The Closing shall occur on or before
January 19, 2001 (the "Closing Date") at the offices of the Seller (the
"Closing"). The Closing will be subject to and conditional upon (i) the receipt
and review of and satisfaction with any due diligence materials and disclosure
documentation requested by Purchaser, and (ii) authorization by the Company's
Board of Directors and approval by the Company's Stockholders of the Sale of the
Shares.
d. Delivery of Shares and Payment. At the Closing, Seller
will deliver to the Purchaser, certificates representing all of the Shares,
which Share certificate will be appropriately endorsed over to Purchaser. At the
Closing, Purchaser will deliver the certificate(s) representing the Payment
Stock, which share certificate will be appropriately endorsed over to the
Seller.
2. Representations and Warranties of the Seller
The Seller represents and warrants as follows:
a. Organization, Standing and Qualification. The Company is
a corporation duly organized, validly existing and in good standing under the
laws of the United Kingdom; the Company has all requisite corporate power and
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authority and possesses all franchises, licenses, permits, authorizations and
approvals from all administrative agencies necessary to conduct its business as
conducted; and it is duly qualified, licensed or domesticated and in good
standing as a foreign corporation authorized to do business in any jurisdiction
where the nature of its business and the activities conducted by it or the
character of the properties and assets owned, leased or operated by it require
such qualification, licensing or domestication.
b. Ownership. The Seller has the absolute right to sell and
transfer the Shares to Purchaser free and clear of all liens, pledges,
encumbrances or claims of rights of ownership. Upon transfer, the Shares shall
be duly authorized, validly issued, fully paid and non-assessable, and no
liability shall attach to the ownership thereof.
c. Due Execution. The execution, delivery and performance
by the Seller of this Agreement are within the Seller's powers have been
authorized by all appropriate corporate action and do not violate any
contractual restriction contained in any agreement which binds or affects or
purports to bind or affect the Seller or any provision of the Company's
Certificate of Incorporation.
d. Binding Effect. This Agreement, when executed and
delivered will be the legal, valid and binding obligations of the Seller
enforceable against the Seller in accordance with its terms.
3. Representations and Warranties by the Purchaser. The
Purchaser represents and warrants to the Seller as follows:
a. Execution, Delivery, Authorization, Approval and
Performance of Agreement. The execution and delivery by each Purchaser of this
Agreement and its performance hereunder does not and will not conflict with or
constitute a default, breach or violation under any provision of applicable law
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or regulation or of any agreement, judgment, injunction, order, decree or other
instrument binding upon the Purchaser or to which his properties is subject.
This Agreement when executed and delivered by the Purchaser will constitute the
legal, valid and binding agreement of the Purchaser and is enforceable in
accordance with its terms.
(ii) The Purchaser represents that (i) he is purchasing
for the Shares after having made adequate investigation of the business,
finances and prospects of the Company, (ii) he has been furnished any
information and materials relating to the business, finances and operation of
the Company and any information and materials relating to the offer and sale of
the Shares which he has requested and (iii) he has been given an opportunity to
make any further inquiries desired of the management and any other personnel of
the Company and has received satisfactory responses to such inquiries.
(iii) The Purchaser represents that he is an "accredited
investor," as that term is defined in Regulation D, as amended, under the Act
and that he possesses such knowledge and experience in financial and business
matters that he is capable of evaluating the merits and risks of an investment
in the Shares and of making an informed investment decision.
(iv) The Purchaser represents that it has the absolute
right to transfer the Payment Stock to the Seller free and clear of all liens,
pledges, encumbrances or claims of rights of ownerhship.
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4. Miscellaneous.
a. Amendments, Etc. No amendment of any provision of this
Agreement shall in any event be effective unless the amendment shall be in
writing and signed by the Seller and the Purchaser, and no waiver nor consent to
any departure by any party therefrom shall in any event be effective unless such
waiver or consent shall be in writing and signed by the party waiving or
consenting to such provision, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.
b. Notices, Etc. All notices and other communications
provided for hereunder shall be in writing (including telegraphic, facsimile,
telex or cable communication) and mailed, telegraphed, telecopied, telexed,
cabled or delivered:
if to the Seller,
CallMate Telecom International, Inc.
65 Queen Street West, Suite 2000
Toronto, Ontario M5H 2M5
with a copy to
Arthur S. Marcus
Gersten, Savage & Kaplowitz, LLP
101East 52nd Street
New York, New York 10022
and
if to the Purchaser,
Mohammed Aslam Gohir
with a copy to
J. Robert Manning LLB.
Fox Hayes
or, as to any such party, at such other address as shall be designated by such
party in a written notice to the other parties.
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d. No Waiver; Remedies. No failure on the part of the
Purchaser or the Seller to exercise, and no delay in exercising, any right under
this Agreement shall operate as a waiver thereof; nor shall any single or
partial exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.
e. Survival of Agreements, etc. The representations,
warranties, covenants and provisions contained in this Agreement shall survive
the date hereof and the purchase of the Shares by the Purchaser hereunder.
f. Severability of Provisions. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or thereof
or affecting the validity or enforceability of such provision in any other
jurisdiction.
g. Integration. This Agreement sets forth the entire
understanding of the parties hereto with respect to all matters contemplated
hereby and thereby supersede any previous agreements and understandings among
them concerning such matters. No statements or agreements, oral or written, made
prior to or at the signing hereof, shall vary, waive or modify the written terms
hereof.
h. Binding Effect; Governing Law. This Agreement shall be
binding upon and inure to the benefit of the Seller and the Purchaser and their
respective successors and assigns, except that neither the Seller nor the
Purchaser may assign this Agreement, or the rights or obligations hereunder,
without the prior written consent of the other parties to this Agreement. This
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Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York applicable to agreements and instruments executed and
performed in the State of New York.
i. Execution in Counterparts. This Agreement may be
executed in any number of counterparts, each of which when so executed shall be
deemed to be an original and all of which when taken together shall constitute
but one and the same agreement.
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IN WITNESS WHEREOF, the parties have duly executed this
Agreement.
PURCHASER SELLER
CALLMATE TELECOM INTERNATIONAL, INC.
/s/ Mohammed Aslam Gohir
Mohammed Aslam Gohir
by his attorney Mohammad Sarwar Gohir /s/ Joseph Alves
----------------
By: Joseph Alves
Chairman and CEO
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