Exhibit 10.1
PLAN OF ARRANGEMENT
AND
SHARE EXCHANGE AGREEMENT DATED FOR REFERENCE SEPTEMBER 29, ▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ PARTNERS, INC.
AND
TRANSWORLD MEDIA INC.
AND
THE SHAREHOLDERS OF TRANSWORLD MEDIA INC.
TABLE OF CONTENTS
Page
1. Definitions 2
2. Purchase and Sale 6
3. Closing and Adjustments 7
4. Transaction Expenses 7
5. Approvals 8
6. Transworld Media's Warranties and Representations 8
7. Purchaser's Warranties and Representations 11
8. Covenants of the Parties 15
9. ▇▇▇-▇▇▇▇▇▇ ▇▇
▇▇. Conditions Precedent 17
11. Transactions of Transworld Media at the Closing 18
12. Transactions of the Purchaser at the Closing 19
13. Post Closing Agreements 20
14. Time of the Essence 21
15. Further Assurances 21
16. Successors and Assigns 21
17. Counterparts 21
18. Notice 21
19. Agents 22
20. Proper Law 23
PLAN OF ARRANGEMENT
AND
SHARE EXCHANGE AGREEMENT
THIS AGREEMENT is dated for reference the 29th day of
September, 2004.
BETWEEN:
NORTH COAST PARTNERS, INC., a company duly
incorporated under the laws of the State of
Delaware, and having its registered and
records offices located at ▇▇▇▇-▇ ▇▇▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ of
Newcastle, 19803
(hereinafter referred to as the "Purchaser")
OF THE FIRST PART
AND:
TRANSWORLD MEDIA INC., a corporation duly
incorporated pursuant to the laws of the
Province of British Columbia and having its
registered and records offices located at
Suite 1750 -- 1185 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
(hereinafter referred to as "Transworld Media")
OF THE SECOND PART
AND:
ALL OF THE SHAREHOLDERS OF TRANSWORLD MEDIA,
listed in Schedule "A" attached hereto
(hereinafter referred to as the "Shareholders")
OF THE THIRD PART
WHEREAS:
A. Transworld Media and the Shareholders wish to continue
Transworld Media into the State of Wyoming as if it had been
incorporated under the laws of that jurisdiction (the
"Continuance");
B. Upon completion of the Continuance, the Shareholders
wish to then exchange all of their issued and outstanding shares
in Transworld Media (the "Transworld Media Shares") in exchange
for common shares of the Purchaser, on a one for one share basis,
and the Purchaser wishes to acquire all of the Transworld Media
Shares as a corporate reorganization on a share for share
exchange basis (the "Reorganization"); and
C. The proposal to implement and effect the Continuance
and Reorganization will be completed by corporate arrangement
under the Business Corporations Act (BC), as approved by the
Shareholders and the Supreme Court of British Columbia, upon the
terms and conditions hereof.
NOW THEREFORE THIS AGREEMENT WITNESSES that for and in
consideration of the mutual premises and the mutual covenants and
agreements contained herein, the parties covenant and agree each
with the other as follows:
1. DEFINITIONS
1.1. For all purposes of this Agreement:
(a) "Approvals" means the approvals set out in Section
5 herein;
(b) "Audited Statements" means the audited financial
statements of Transworld Media for the period ending
August 31, 2003, which are attached hereto as Schedule
"D";
(c) "Business" means the current businesses carried on
by Transworld Media, as established and presently
operating;
(d) "Business Assets" means all real property,
personal property, choses in action, intangible or
intellectual property and all other assets or interests
therein of whatsoever nature owned by Transworld Media;
(e) "Closing" means the completion of the transactions
contemplated by this Agreement;
(f) "Closing Date" means the 5th business day
following the day upon which the transactions
contemplated under Sections 11 and 12 of this Agreement
are formally approved by the Regulatory Authorities, or
at such other time and place as the parties may agree
in writing, provided that such date shall not be later
than December 31, 2004;
(g) "Commission" means the Securities and Exchange
Commission of the United States of America;
(h) "Continuation" means the continuance of Transworld
Media under the laws of the State of Wyoming;
(i) "Contracts" means all of the material commitments,
agreements, contracts, leases and other documents
entered into by Transworld Media, by which Transworld
Media is bound or to which Transworld Media or the
Business Assets are subject and which are enumerated
and described in Schedule "C";
(j) "Court" means the Supreme Court of British
Columbia;
(k) "Disclosure Document" means any filing statement
or report in the form prescribed by the rules of the
Commission for the proper disclosure of the
transactions contemplated herein;
(l) "Indebtedness" means any and all advances, duties,
endorsements, guarantees, liabilities, obligations,
responsibilities and undertakings of a Person assumed,
created, incurred or made, whether voluntary or
involuntary, however incurred or made, however arising,
whether due or not due, absolute, inchoate or
contingent, liquidated or unliquidated, determined or
undetermined, direct or indirect, express or implied,
and whether such Person may be liable individually or
jointly with others;
(m) "Lien" means any mortgage, debenture, charge,
hypothecation, pledge, lien or other security interest
or encumbrance of whatever kind or nature, regardless
of form and whether consensual or arising by laws,
statutory or otherwise, that secures the payment of any
Indebtedness or the performance of any obligation or
creates in favour of or grants to any Person any
proprietary right;
(n) "Person" means an individual, corporation, body
corporate, partnership, joint venture, society,
association, trust or unincorporated organization or
any trustee, executor, administrator, or other legal
representative;
(o) "Pro-forma Financials" mean the pro-forma
financials of the Purchaser showing the Purchaser's
financial position after completion of the Arrangement;
(p) "Purchaser's Financial Statements" means the
audited financial statements of the Purchaser to June
30, 2004, which are attached hereto as Schedule "I";
(q) "Purchaser's Shares" means the 5,360,000 fully
paid and non-assessable common shares in the capital
stock of the Purchaser to be allotted and issued to the
shareholders of Transworld Media pursuant to the terms
of Section 2 herein, being free of any resale or
trading restrictions;
(r) "Purchaser's Statement Date" means the latest date
to which the Purchaser's Financial Statements have been
prepared being June 30, 2004;
(s) "Reorganization" means the corporate
reorganization of Transworld Media and the Purchaser by
plan of arrangement as contemplated under this
Agreement;
(t) "Statement Date" means the date of the Audited
Statements;
(u) "Transfer Agent" means National Stock Transfer,
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇, the
registrar and transfer agent of the Purchaser at the
time of this Agreement; and
(v) "Transworld Media's Solicitor" means ▇▇▇▇▇▇ ▇▇▇▇▇
Harwardt, Barristers and Solicitors of 1750 - ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇ ▇▇▇.
1.2. In this Agreement, except as otherwise expressly
provided:
(a) "Agreement" means this agreement, including the
preamble and the schedules hereto, as it may from time
to time be supplemented or amended in effect;
(b) all references in this Agreement to a designated
"Section" or other subdivision or to a schedule are to
the designated Section or other subdivision of, or
Schedule to, this Agreement;
(c) the words "herein", "hereof" and "hereunder" and
other words of similar import refer to this Agreement
as a whole and not to any particular Section or other
subdivision or Schedule;
(d) the headings are for convenience only and do not
form a part of this Agreement and are not intended to
interpret, define, or limit the scope, extent or intent
of this Agreement or any provision hereof;
(e) the singular of any term includes the plural, and
vice versa, the use of any term is equally applicable
to any gender and, equally applicable, a body
corporate, the word "or" is not exclusive and the word
"including" is not limiting (whether or not non-
limiting language, such as "without limitation" or "but
not limited" to words of similar import, is used with
reference thereto);
(f) any accounting term not otherwise defined has the
meanings assigned to it in accordance with generally
accepted accounting principles applicable to Canada;
(g) any reference to a statute includes and is a
reference to that statute and to the regulations made
pursuant thereto, with all amendments made thereto and
in force from time to time, and to any statute or
regulations that may be passed which has the effect of
supplementing or superseding that statute or
regulations;
(h) where any representation or warranty is made "to
the knowledge of" any Person, such Person will not be
liable for a misrepresentation or breach of warranty by
reason of the fact, state of facts, or circumstances in
respect of which the representation or warranty is
given being untrue if such Person proves:
(i) that such Person conducted a reasonable
investigation so as to provide reasonable grounds
for a belief that there had been no
misrepresentation or breach of warranty; and
(ii) that fact, state of facts, or
circumstances could not reasonably be expected to
have been determined as a result of that
reasonable investigation, irrespective of the
actual investigation conducted by such Person;
(i) except as otherwise provided, any dollar amount
referred to in this Agreement is in Canadian funds; and
(j) any other term defined within the text of this
Agreement has the meanings so ascribed.
1.3. The following are the Schedules to this Agreement:
Schedule Description
A List of Shareholders and Purchaser's Shares
B [Intentionally omitted]
C Material Contracts of Transworld Media
D Financial Statements of Transworld Media
E Closing Warranty and Certificate -
Transworld Media
F Outstanding Stock Options and
Warrants of the Purchaser
G Material Contracts of Purchaser
H Liabilities of Purchaser
I Financial Statements of Purchaser
J Purchaser's Bank Accounts
K Closing Warranty and Certificate - Purchaser
2. SHARE EXCHANGE
2.1. Relying upon the representations and warranties of
Transworld Media contained herein and subject to the terms and
conditions hereof, and subject to the prior completion of the
Continuation, on the Closing Date the Shareholders will exchange
and deliver to the Purchaser the Transworld Media Shares, and in
consideration, the Purchaser will issue and deliver to the
Shareholders the Purchaser's Shares.
2.2. Purchaser hereby authorizes and directs that the
Purchaser's Shares shall be allotted and issued by the Purchaser
to the Shareholders respectively in the amounts set out opposite
their names as more particularly described in Schedule "A".
2.3. The Purchaser's Shares to be issued to the Shareholders
shall be valued at a deemed price of US$0.004 per share (or
CDN$0.005 per share).
3. CLOSING AND ADJUSTMENTS
3.1. The completion of the transactions contemplated hereby
will take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Suite
1750 - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇ at 10:00 a.m., local time, on the Closing Date.
3.2. All parties shall use their best and reasonable efforts
to complete this Agreement as soon as practicable on or before
the Closing Date.
4. TRANSACTION EXPENSES
4.1. All costs and expenses related to the obtaining of the
Approvals described in section 5.1(d), as well as the audit and
legal costs of the Purchaser, and without limitation the cost of
reconciling the Audited Statements to generally accepted United
States' accounting principles, shall be borne by the Purchaser;
and the audit and legal costs of the Shareholders and Transworld
Media shall be borne by Transworld Media.
5. APPROVALS
5.1. The Purchaser, Transworld Media and the Shareholders
shall use their best and reasonable efforts to obtain the
following required approvals prior to the Closing:
(a) the approval of the Arrangement by the Court;
(b) the completion of the Continuation of Transworld
Media;
(c) the passing of the resolutions of the Shareholders
contemplated by paragraph 8.1(f); and
(d) any other required corporate approvals necessary
for the Shareholders to transfer the Transworld Media
Shares to the Purchaser and for the Purchaser to issue
the Purchaser's Shares to the Shareholders.
6. TRANSWORLD MEDIA'S WARRANTIES AND REPRESENTATIONS
6.1. Transworld Media warrants and represents to the
Purchaser, with the intent that the Purchaser will rely thereon
in entering into this Agreement and in concluding the purchase
and sale contemplated herein, that:
(a) Transworld Media is, and will be on the Closing
Date, the registered and beneficial owner of the
Business, free and clear of all Liens, and that no
other Person has any other interest, legal or
beneficial, direct or indirect, in the Business or the
Business Assets;
(b) the Shareholders have, and will have on the
Closing Date, the power and capacity and good and
sufficient right and authority to enter into this
Agreement on the terms and conditions herein set forth
and to transfer the legal and beneficial title and
ownership of the Transworld Media Shares to the
Purchaser without the consent of any other third party
or governmental authority, except as expressly set
forth herein;
(c) no other Person has any agreement, right or
option, consensual or arising by law, present or
future, contingent or absolute, or capable of becoming
an agreement, right or option to purchase the
Transworld Media Shares;
(d) Transworld Media is a corporation duly
incorporated, validly existing and in good standing
under the laws of the Province of British Columbia, is
a corporation duly incorporated, validly existing and
in good standing under the laws of British Columbia;
(e) Transworld Media has the power, authority and
capacity to carry on the Business as presently
conducted by it;
(f) Transworld Media has the power, authority and capacity
to own and use all of the Business Assets and have all
necessary business licenses and any other licenses
required to operate the Business;
(g) Transworld Media owns and possesses and has good
and marketable title to and possession of all the
Business Assets free and clear of all Liens;
(h) Transworld Media does not own or possess any asset
other than the Business Assets, and does not have any
interest in the assets or business of any other Person;
(i) the making of this Agreement and the completion of
the transactions contemplated hereby and the
performance of and compliance with the terms hereof do
not conflict with or result in the breach of or the
acceleration of any indebtedness under any terms,
provisions or conditions of, or constitute default
under any indenture, mortgage, deed of trust,
agreement, joint venture, lease, franchise,
certificate, consent, permit, licence, authority or
other instrument to which Transworld Media is a party
or is bound or any judgment, decree, order, rule or
regulation of any court or administrative body by which
Transworld Media is bound or, to the knowledge of
Transworld Media, any statute or regulation applicable
to Transworld Media;
(j) the Audited Statements will be prepared in
accordance with generally accepted accounting
principles, are true and correct in every material
respect and present fairly and accurately the costs and
liabilities of Transworld Media as at the Statement
Date;
(k) there is no Indebtedness of Transworld Media which
is not disclosed or reflected in the Audited Statements
or otherwise;
(l) all material transactions of Transworld Media have
been promptly and properly recorded or filed in or with
its respective books and records, and the records of
Transworld Media contains all records required to be
kept pursuant to applicable legislation pertaining to
the operation of its Business and Business Assets;
(m) there are no pension, profit sharing, incentive,
bonus or similar plans or other compensation plans
affecting Transworld Media and Transworld Media has no
unfunded or unpaid liability in respect of any such
plans;
(n) Transworld Media has no outstanding material
agreement, contract or commitment (whether written or
oral) whatsoever relating to or affecting the conduct
of the Business or any of the Business Assets or for
the purchase, sale or lease of any of the Business
Assets other than the Contracts;
(o) there is no basis for and there are no actions,
suits, judgments, investigations or proceedings
outstanding or pending, or to the knowledge of
Transworld Media, threatened against or affecting
Transworld Media at law or in equity or before or by
any court or national, colonial, provincial, state,
municipal or other governmental authority, department,
commission, board, tribunal, bureau or agency, and
Transworld Media is not a party to or threatened with
any litigation;
(p) Transworld Media:
(i) is not in breach of any of the terms,
covenants, conditions, or provisions of, is not in
default under, and has not done or omitted to do
anything which, with the giving of notice or lapse
of time or both, would constitute a breach of or a
default under any Contract;
(ii) is not in breach or default under any
judgment, injunction or other order or aware of
any judicial, administration, governmental, or
other authority or arbitrator by which Transworld
Media is bound or to which Transworld Media or any
Business Assets are subject;
and Transworld Media has not received notice that
any default, breach, or violation is being alleged;
(q) Transworld Media has not guaranteed, or agreed to
guarantee, any Indebtedness or other obligation of any
Person except as described in the Audited Statements;
(r) since the Statement Date:
(i) no dividends of any kind or other
distribution on any interest of Transworld Media
have been declared or paid;
(ii) there has been no material adverse
change in the financial condition or position of
Transworld Media and there has been no damage,
loss or destruction materially affecting the
Business Assets or the right, capacity, or ability
of Transworld Media to carry on the Business;
(iii) Transworld Media has not increased
the pay of or paid or agreed to pay any pension,
bonus, share of profits or other similar benefit
to or for the benefit of any agent, employee,
director or officer of Transworld Media, except
increases in the normal course of business to
employees other than officers and directors;
(iv) Transworld Media has conducted its
Business in the usual and normal manner and has
maintained the Business Assets in as good
condition as prevailed prior to the Statement Date
and has made all necessary repairs and
replacements thereto; and
(v) Transworld Media has not issued any
further shares in its capital stock.
7. PURCHASER'S WARRANTIES AND REPRESENTATIONS
7.1. The Purchaser warrants and represents to Transworld
Media and the Shareholders, with the intent that Transworld Media
and the Shareholders will rely thereon in entering into this
Agreement and in concluding the purchase and sale contemplated
herein, that:
(a) the Purchaser is a company duly incorporated,
validly existing and presently in good standing under
the laws of the State of Delaware and has the power,
authority and capacity to enter into this Agreement and
to carry out its terms;
(b) the execution and delivery of this Agreement and
the completion of the transactions contemplated hereby
has been duly and validly authorized by all necessary
corporate action on the part of the Purchaser, and this
Agreement constitutes a legal, valid and binding
obligation of the Purchaser in accordance with its
terms except as limited by laws of general application
affecting the rights of creditors;
(c) to the knowledge of the Purchaser, the Purchaser
has filed all reports and documents required to be
filed with the Secretary of State of Delaware and the
Commission, and is not in default of any requirements
of any applicable corporate and securities laws, and
the rules and regulations thereto;
(d) the sole director and officer of the Purchaser as
of the date of execution of this Agreement is:
Director:
▇▇▇▇ ▇▇▇▇ Ling
Officers:
▇▇▇▇ ▇▇▇▇ Ling - Chief Executive and Chief Financial Officers
▇▇▇ ▇▇▇▇▇▇▇▇ - Secretary
(e) as at the Closing Date, Transworld Media shall
nominate and appoint two (2) persons in conformity to
the requirements of the laws of the Delaware, and ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇ Ling to act as the
directors of the Purchaser, and the officers of the
Purchaser shall be:
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ - Chief Executive Officer
▇▇▇▇ ▇▇▇▇ Ling - Chief Financial Officer
▇▇▇ ▇▇▇▇▇▇▇▇ - Secretary
(f) at the date of this Agreement, the authorized
capital of the Purchaser consists of 21,000,000 shares
divided into 20,000,000 common shares with a par value
of US$0.001 per share, of which 1,000,000 common shares
are issued and outstanding as fully paid and non-
assessable, and 1,000,000 preferred shares with a par
value of US$0.001 per share, of which no preferred
shares are issued and outstanding;
(g) upon completion of the Arrangement, the
Shareholders shall be the beneficial and registered
holders of the Purchaser's Shares as fully paid and non-
assessable common shares of the Purchaser, free and
clear of all Liens and restrictions on transfer;
(h) there are no options, warrants, rights or
agreements outstanding with respect to the issued or
unissued shares of the Purchaser except as disclosed in
Schedule "F";
(i) there are no existing agreements or contemplated
agreements, written or oral, of any nature or kind
whatsoever to which the Purchaser is a party, except
those disclosed as set out in Schedule "G" attached
hereto, and true copies of all such agreements set out
in Schedule "G" have been delivered to Transworld
Media;
(j) as at the date of this Agreement, there are no
liabilities, contingent or otherwise, including
assessed or unassessed income tax liabilities, nor is
there any undisclosed litigation, proceeding or
investigation pending or threatened against the
Purchaser, its property or business, nor does the
Purchaser know, or have grounds to know of any basis
for any litigation, proceeding or investigation against
the Purchaser, its properties or business, other than
that which has been disclosed to Transworld Media as
set out in Schedule "H" attached hereto;
(k) the Purchaser has all corporate power and
authority to carry on its business as presently carried
on;
(l) the Purchaser's Financial Statements as set out in
Schedule "I" were prepared in accordance with generally
accepted United States accounting principles applied on
a basis consistent with prior years, are true and
correct in every material respect and present fairly
and accurately the financial condition and position of
the Purchaser as at the Purchaser's Statement Date and
the results of its operations for the year ended on the
Purchaser's Statement Date; and no material changes in
the financial position of the Purchaser have occurred
since the Purchaser's Statement Date;
(m) there is no Indebtedness of the Purchaser which is
not disclosed or reflected in the Purchaser's Financial
Statements, except the liabilities of the Purchaser as
shown in Schedule "H" hereto, and the liabilities of
the Purchaser will not materially change prior to the
Closing except for the costs of effecting the
transactions contemplated by this Agreement;
(n) the Purchaser has not guaranteed, or agreed to
guarantee, any Indebtedness or other obligation of any
Person except as described in the Purchaser's Financial
Statements;
(o) there are not any shareholders of the Purchaser
indebted to the Purchaser and the Purchaser is not
indebted to any of its shareholders;
(p) the Purchaser is not subject to any collective
bargaining agreement, pension or retirement plan, bonus
or profit sharing scheme or other employee benefit
plan, agreement or arrangement affecting employees;
(q) the Purchaser has no bank, trust, savings,
chequing or other accounts or deposits, safety deposit
boxes or other depositories except as set out in
Schedule "J", which Schedule is a true and complete
list showing the name of each bank, trust company or
other financial institution in which the Purchaser has
accounts, deposits or safety deposit boxes;
(r) attached hereto as part of Schedule "I" is the
financial statements filed by the Purchaser with the
Commission for the financial year ended June 30, 2004
of the Purchaser and the said financial statements are
substantially correct in every particular way;
(s) to the knowledge of the Purchaser, all taxes and
other assessments which the Purchaser is required by
law to withhold or to collect have been duly recorded,
withheld and collected and have been paid over to the
proper governmental authorities or held by them for
such payment;
(t) the Purchaser is not subject to any mortgage,
Lien, lease, agreement, instrument or any other
restriction of any kind or character which would
prevent the consummation of the transactions
contemplated by this Agreement, or which would result
in the breach of any term or provision of, or
constitute a default under any obligation binding on
the Purchaser;
(u) to the knowledge of the Purchaser, the minute
books and corporate records of the Purchaser contain a
true and complete record of all resolutions of the
directors and shareholders and all records required to
be maintained under the corporate laws of Delaware;
(v) all alterations to the Articles and By-laws of the
Purchaser since its incorporation have been duly
approved by the shareholders of the Purchaser and filed
with the Secretary of State of Delaware;
(w) to the knowledge of the Purchaser, the Purchaser
is not in breach of any statute, regulation or by-law
applicable to the Purchaser or its operations;
(x) the making of this Agreement, and the completion
of the transactions contemplated hereby and the
performance of and compliance with the terms hereof,
does not conflict with or result in the breach of or
the acceleration of any indebtedness under any terms,
provisions or conditions of, or constitute default
under the Articles or By-laws of the Purchaser or any
indenture, mortgage, deed of trust, agreement, lease,
franchise, certificate, consent, permit, licence,
authority or other instrument to which the Purchaser is
a party or is bound or any judgment, decree, order,
rule or regulation of any court or administrative body
by which the Purchaser is bound or, to the knowledge of
the Purchaser, any statute or regulation applicable to
the Purchaser;
(y) to the knowledge of the Purchaser, the Purchaser
has been assessed for federal and state income tax for
all years to and including the fiscal year of the
Purchaser ended on the Purchaser's Statement Date, and
the Purchaser has withheld and remitted to the Internal
Revenue Service or other applicable tax collecting
authority all amounts required to be remitted
respecting payments to employees or to non-residents,
or otherwise and has paid all instalments of corporate
taxes due and payable;
(z) to the knowledge of the Purchaser, all tax
returns, filings and reports of the Purchaser required
by law to be filed prior to the date hereof, including
all federal and state income tax returns, all returns
and filings pertaining to compensation of employees of
the Purchaser for job related injuries required
pursuant to any state or federal law and any other tax
returns applicable to the Purchaser have been filed and
are true, complete and correct in all material
respects, and all taxes and other government charges,
including all income, excise, sales, business and
property taxes and other rates, charges, assessment,
levies, duties, taxes, contributions, fees and licences
required to be paid have been paid, and if not required
to be paid as at the date hereof, have been accrued in
the Purchaser's Financial Statements;
(aa) adequate provision has been made for taxes payable
by the Purchaser for which tax returns are not yet
required to be filed and there are no agreements,
waivers or other arrangements providing for an
extension of time with respect to the filing of any tax
return by or payment of any tax, governmental charge or
deficiency by the Purchaser, and to the knowledge of
the Purchaser and its officers, directors or employees,
there are no contingent tax liabilities or any grounds
which would prompt a re-assessment of the Purchaser;
(bb) to the knowledge of the Purchaser, the Purchaser
has made all elections required to be made under
applicable income tax legislation in connection with
any distributions by the Purchaser, and all such
elections were true and correct and in the prescribed
forms and were made within the prescribed time periods;
and
(cc) the Purchaser has no part-time or full-time
employees and no employment, consulting or management
contract or commitment with any Person, including those
with any director or officer of the Purchaser, whether
oral, written, or implied, except as disclosed in
Schedule "G".
8. COVENANTS OF THE PARTIES
8.1. Between the date of this Agreement and the Closing,
Transworld Media and the Shareholders:
(a) will cause Transworld Media to afford to the
Purchaser and its authorized representatives access,
during normal business hours to all books, contracts,
commitments and records of Transworld Media and will
furnish such copies (certified if requested) thereof
and such other information as the Purchaser may
reasonably request, and will take such steps as may be
necessary to permit the Purchaser and its authorized
representatives to make such audit of the books of
account of Transworld Media and such physical
verification of the Business Assets as the Purchaser
may reasonably see fit;
(b) will diligently take all reasonable steps to
obtain, prior to the Closing, all consents and
approvals required to complete the transactions
contemplated herein in accordance with the terms and
conditions hereof including any consents, waivers and
approvals as may be reasonably requested by the
Purchaser;
(c) will do any and all things reasonably necessary
and use its best efforts, assist and fully cooperate
with the Purchaser in its efforts to obtain the
Approvals within the time limited hereunder;
(d) will cause Transworld Media to conduct its
Business and affairs diligently and only in the
ordinary course, and preserve and maintain the goodwill
of Transworld Media, the Business Assets and the
Business;
(e) will not permit Transworld Media to make or agree
to make any payment to any director, officer, employee
or agent of Transworld Media, except in the ordinary
course of business and at the regular rates of salary
and commission for such person or as reasonable
reimbursement for expenses incurred by such person in
connection with Transworld Media;
(f) arrange a general meeting of its shareholders to
be held as soon as practicable after execution hereof
to consider and, if thought fit, approve the
Arrangement, together with such other matters as
Transworld Media and the Purchaser may agree prior to
the date notice of such meeting is mailed to the
Shareholders, including:
(i) approval of the Reorganization as
contemplated herein, including the change of name
of Transworld Media upon the Continuation to
"Trans Media, Inc.";
(ii) the granting of rights of dissent to the
Shareholders to the Continuation forming a part of
the Reorganization, in accordance with the
Business Corporations Act (BC); and
(iii) such other matters pertaining to
the transactions contemplated herein as may be
reasonably requested by the Purchaser; the form of
proxy materials for the general meeting to be
completed to the satisfaction of the Purchaser,
acting reasonably; and
(g) will use their best and reasonable efforts to
obtain the Approvals set out in paragraphs 5.1(a), (b),
(c) and (d) above, and deliver written confirmation of
the same, if any, to the Purchaser.
8.2. Between the date of this Agreement and the Closing
Date, the Purchaser will:
(a) afford to Transworld Media and its authorized
representatives access during normal business hours to
all books, contracts, commitments and records of the
Purchaser and will furnish such copies (certified if
requested) thereof and such other information as
Transworld Media may reasonably request, and will take
such steps as may be necessary to permit Transworld
Media and its authorized representatives to make such
audit of the books of account of the Purchaser and such
physical verification of the assets of the Purchaser as
Transworld Media may reasonably see fit; and
(b) use its best efforts to obtain the Approvals set
out in paragraph 5.1 (d) (if any), and deliver written
confirmation of the same, if any, to Transworld Media's
Solicitor.
8.3. Upon execution of this Agreement, the Purchaser shall
be responsible to prepare the Disclosure Document, at the
Purchaser's sole expense.
8.4. The Purchaser and Transworld Media shall each complete
their own due diligence investigations contemplated by paragraphs
8.1(a) and 8.2(a) herein, respectively, in order to satisfy
themselves of the accuracy of each other's representations and
warranties hereunder, within thirty (30) days of the date of
execution of this Agreement, and shall each deliver to the other
written confirmation of its satisfactory completion of such
investigations. Notwithstanding any such investigations, the
representations and warranties of any party hereto shall survive
the Closing Date and the Closing, and shall continue in full
force and effect for a period of one year thereafter.
8.5 The Purchaser shall not conduct a public offering of
its securities prior to the Closing Date.
9. NON-MERGER
9.1. The representations, warranties, covenants and
agreements of Transworld Media contained herein and those
contained in the documents and instruments delivered pursuant
hereto will be true at and as of the Closing as though made at
the Closing and will survive the Closing Date, and
notwithstanding the completion of the transactions herein
contemplated, the waiver of any condition contained herein
(unless such waiver expressly releases Transworld Media of such
representation, warranty, covenant or agreement), or any
investigation by the Purchaser, the same will remain in full
force and effect.
9.2. The representations, warranties, covenants and
agreements of the Purchaser contained herein and those contained
in the documents and instruments delivered pursuant hereto will
be true at and as of the Closing as though made at the Closing
and will survive the Closing Date, and notwithstanding the
completion of the transactions herein contemplated, the waiver of
any condition contained herein (unless such waiver expressly
releases the Purchaser of such representation, warranty, covenant
or agreement), or any investigation by Transworld Media, the same
will remain in full force and effect.
10. CONDITIONS PRECEDENT
10.1. The obligations of the Purchaser to consummate the
transactions herein contemplated are subject to the fulfilment of
each of the following conditions at the times stipulated:
(a) the representations and warranties of Transworld
Media contained herein are true and correct in all
respects at and as of the Closing except as may be in
writing disclosed to and approved by the Purchaser
prior to the Closing; and
(b) all covenants, agreements and obligations
hereunder on the part of Transworld Media, and the
Shareholders to be performed or complied with at or
prior to the Closing, including Transworld Media's
obligations to deliver the documents and instruments
herein provided for, have been performed and complied
with at and as of the Closing.
10.2. The conditions set forth in Section 10.1 are for
the exclusive benefit of the Purchaser and may be waived by the
Purchaser in writing in whole or in part at any time.
10.3. The obligations of Transworld Media to consummate
the transactions herein contemplated are subject to the
fulfilment of each of the following conditions at the times
stipulated, that:
(a) the representations and warranties of the
Purchaser contained herein are true and correct in all
material respects at and as of the Closing except as
may be in writing disclosed to and approved by
Transworld Media prior to the Closing; and
(b) all covenants, agreements and obligations
hereunder on the part of the Purchaser to be performed
or complied with at or prior to the Closing, including
in particular the Purchaser's obligations to deliver
the documents and instruments herein provided for, have
been performed and complied with as at the Closing.
10.4. The conditions set forth in Section 10.3 are for
the exclusive benefit of Transworld Media, and may be waived by
Transworld Media in whole or in part at any time prior to the
Closing.
11. TRANSACTIONS OF THE SHAREHOLDERS AND TRANSWORLD MEDIA AT THE
CLOSING
11.1. At the Closing, the Shareholders and Transworld
Media will execute and deliver or cause to be executed and
delivered all documents, instruments, resolutions and share
certificates as are necessary to show the completion of the
Continuance and Reorganization and effectively transfer and
assign the Shares to the Purchaser free and clear of all Liens,
including:
(a) the Transworld Media Shares owned by the
Shareholders duly endorsed for transfer to the
Purchaser;
(b) certified copies of resolutions of directors of
Transworld Media authorizing the transfer of the
Transworld Media Shares to the Purchaser;
(c) a certified true copy of the Certificate of
Continuance;
(d) a certified true copy of the Court approval of the
Arrangement;
(e) consents to act as directors and/or officers of
the Purchaser from the two (2) nominees of Transworld
Media, and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇ Ling;
(f) a Closing Warranty and Certificate from Transworld
Media, in the form attached as Schedule "E", confirming
that the conditions to be satisfied by Transworld Media
and the Shareholders, unless waived, as set out in
Section 10.1 have been satisfied at the Closing and
that all representations and warranties of Transworld
Media contained in this Agreement are true at and as of
the Closing.
12. TRANSACTIONS OF THE PURCHASER AT THE CLOSING
12.1. The Purchaser will deliver or cause to be
delivered the following at the Closing:
(a) copies of all written Approvals described in
paragraph 5.1(d) (if any);
(b) share certificates representing the Purchaser's
Shares duly registered in the names specified in
Schedule "A";
(c) a legal opinion from the Purchaser's attorney
confirming that:
(i) the Purchaser's Shares have been validly
issued in compliance with applicable U.S.
securities laws;
(ii) all necessary forms required by U.S.
securities laws and the regulations thereto
respecting the distribution of the Purchaser's
Shares have been filed;
(iii) the Purchaser's Shares are not
subject to any U.S. trading or resale
restrictions, other than as may be applicable to
affiliates;
(d) a Closing Warranty and Certificate from the Purchaser,
in the form attached as Schedule "K", confirming that
the conditions to be satisfied by the Purchaser, unless
waived, as set out in Section 10.3 have been satisfied
at Closing and that all representations and warranties
of the Purchaser contained in this Agreement are true
at and as of the Closing;
(e) copies, certified if requested, of all minutes and
consent resolutions of the directors of the Purchaser
authorizing the Purchaser to:
(i) enter into and fulfil the terms of this
Agreement;
(ii) issue the Purchaser's Shares;
(iii) appoint the two (2) persons
nominated as directors of the Purchaser by
Transworld Media, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇
Ling, and the following persons as officers of the
Purchaser:
Name Office
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Director and Chief Executive Officer
▇▇▇▇ ▇▇▇▇ Ling Director and Chief Financial Officer
▇▇▇ ▇▇▇▇▇▇▇▇ Secretary
(f) the resignations of all of the existing directors
and officers of the Purchaser, with the exception of
▇▇▇▇ ▇▇▇▇ Ling as a director, being effective ten (10)
days after the filing and mailing of a Form 14f-1
prescribed by the Commission, describing the change in
control of the Purchaser to all shareholders of the
Purchaser.
13. POST CLOSING AGREEMENTS
13.1. Transworld Media will indemnify and hold harmless
the Purchaser from and against:
(a) any and all losses, damages or deficiencies
resulting from any misrepresentation, breach of
warranty or non-fulfilment of any covenant on the part
of Transworld Media under this Agreement or from any
misrepresentation in or omission from any certificate
or other instrument furnished or to be furnished to the
Purchaser hereunder;
(b) any and all losses, damages or deficiencies
resulting from any Indebtedness of Transworld Media
save and except trade payables incurred in the ordinary
course of business and regular payments pursuant to the
Contracts; and
(c) any and all actions, suits, proceedings, demands,
assessments, judgments, costs and legal and other
expenses incidental to any of the foregoing.
13.2. The Purchaser will indemnify and hold harmless
Transworld Media and the Shareholders from and against:
(a) any and all losses, damages or deficiencies
resulting from any misrepresentation, breach of
warranty or non-fulfilment of any covenant on the part
of the Purchaser under this Agreement or from any
misrepresentation in or omission from any certificate
or other instrument furnished or to be furnished to
Transworld Media hereunder;
(b) any and all losses, damages or deficiencies
resulting from any Indebtedness of the Purchaser save
and except Indebtedness disclosed in the Purchaser's
Financial Statements or disclosed in writing hereunder;
and
(c) any and all actions, suits, proceedings, demands,
assessments, judgments, costs and legal and other
expenses incidental to any of the foregoing.
14. TIME OF THE ESSENCE
14.1. Time is of the essence of this Agreement.
15. FURTHER ASSURANCES
15.1. The parties will execute and deliver such further
documents and instruments and do all such acts and things as may
be reasonably necessary or requisite to carry out the full intent
and meaning of this Agreement and to effect the transactions
contemplated by this Agreement.
16. SUCCESSORS AND ASSIGNS
16.1. This Agreement will enure to the benefit of and be
binding upon the parties hereto and their respective heirs,
executors, administrators, successors and permitted assigns.
This Agreement may not be assigned by any party hereto without
the prior written consent of the other Person.
17. COUNTERPARTS AND FACSIMILE SIGNATURES
17.1. This Agreement may be executed in several
counterparts, each of which will be deemed to be an original and
all of which will together constitute one and the same
instrument.
17.2. Any signature to this Agreement delivered by
telecopier, telefax, or other similar form of telecommunication,
shall be deemed to be an original of such signature and shall be
accepted as due and proper execution and delivery of this
Agreement for all purposes.
18. NOTICE
18.1. All notices, requests, demands and other
communications required or permitted hereunder, or desired to be
given with respect to any right or interest herein, assigned or
reserved, shall be deemed to have been properly given or
delivered, when delivered personally or by registered mail or
electronic communication with all postage or other charges fully
prepaid and addressed to the parties, respectively, as follows:
(a) To the Purchaser:
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Labuan, FT
Malaysia
Attention: ▇▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
(b) To Transworld Media:
Suite 1750 -- ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
Attention: ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
(c) To the Shareholders:
Suite 1750 -- ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
Attention: ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
or such other address as any Person may specify by notice in
writing to the other.
18.2. Any notice delivered on a business day, or sent by
electronic communication on a business day, will be deemed
conclusively to have been effectively given on the date notice
was delivered or transmitted.
18.3. Any notice sent by prepaid registered mail will be
deemed conclusively to have been effectively given on the tenth
business day after posting; but if at the time of posting or
between the time of posting and the tenth business day thereafter
there is a strike, lockout or other labour disturbance affecting
postal service, then the notice will not be effectively given
until actually delivered.
19. AGENTS
19.1. Transworld Media and the Shareholders represent
and warrant to the Purchaser that no agent or other intermediary
has been engaged by them in connection with the transactions
herein contemplated, and the Purchaser warrants to Transworld
Media and the Shareholders that no agent or other intermediary
has been engaged by them in connection with the transactions
herein contemplated.
20. PROPER LAW
20.1. This Agreement will be governed by and construed
in accordance with the laws of British Columbia and the parties
will attorn to jurisdiction of the Courts thereof.
IN WITNESS WHEREOF the parties hereto have set their
hand and seal as of the day and year first above written.
THE COMMON SEAL OF NORTH COAST )
PARTNERS, INC. was hereunto )
affixed in the presence of: )
)
s/"▇▇▇▇ ▇▇▇▇ Ling" )
________________________________ ) C/S
______ )
Authorized Signatory )
)
)
)
THE COMMON SEAL OF TRANSWORLD )
MEDIA INC. was hereunto affixed )
in the presence of: )
)
s/"▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇" )
________________________________ ) C/S
______ )
Authorized Signatory )
)
)
)
SIGNED, SEALED AND DELIVERED by )
the SHAREHOLDERS by their duly )
authorized representative in the )
presence of: )
) s/"▇▇▇
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇"
Signature )
_______________________________
) ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇,
Attorney-in-fact
)
)
)
)
This is SCHEDULE "A" to the Agreement dated September 29th, 2004
between North Coast Partners, Inc.,
Transworld Media Inc. and the
Shareholders of Transworld Media Inc.
List of Shareholders and Allocation of Purchaser's Shares
Name Number of Number of
Transworld Media Purchaser's Shares
Shares Held to be Issued in
Exchange
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ 240,000 240,000
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 200,000 200,000
▇▇▇▇ ▇▇▇▇▇▇▇▇ 100,000 100,000
▇▇▇▇▇▇ ▇▇▇▇▇▇ 300,000 300,000
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 40,000 40,000
▇▇▇▇▇ ▇▇▇▇▇▇ 100,000 100,000
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 100,000 100,000
▇▇▇▇ ▇. ▇▇▇▇▇ 200,000 200,000
▇▇▇▇▇▇ ▇.▇. ▇▇▇▇ 200,000 200,000
▇▇▇▇▇▇ ▇. ▇▇▇▇ 200,000 200,000
▇▇▇▇▇ ▇▇▇▇▇▇ 200,000 200,000
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 100,000 100,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 60,000 60,000
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 60,000 60,000
Blackfriars 60,000 60,000
Investments Inc.
Beba Enterprises Ltd. 60,000 60,000
▇▇▇▇▇ ▇▇▇▇▇▇ 300,000 300,000
T.T. ▇▇▇▇▇▇▇▇ 40,000 40,000
▇▇▇▇ ▇▇▇▇▇▇▇▇ 300,000 300,000
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 40,000 40,000
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 200,000 200,000
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 200,000 200,000
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 200,000 200,000
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 200,000 200,000
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 200,000 200,000
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 200,000 200,000
▇▇▇▇▇ ▇▇▇▇▇▇ 200,000 200,000
▇▇▇▇▇▇ ▇. Player 160,000 160,000
▇▇▇▇▇▇▇ ▇. Player 160,000 160,000
▇▇▇▇▇ Lishanko 40,000 40,000
▇▇▇▇▇ Lishanko 40,000 40,000
Midas Management Inc. 60,000 60,000
▇▇▇▇▇ ▇▇▇▇▇▇▇ 200,000 200,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 200,000 200,000
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 200,000 200,000
Totals: 5,360,000 5,360,000
