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Title: |
Acquisition Agreement |
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Entities: |
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Date: |
2002 |
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Preview shows 5KB of 26KB total |
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$40 |
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ID: |
#1494512 |
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<SEQUENCE>3
<FILENAME>eightk.txt
<TEXT>
<PAGE>
ACQUISITION AGREEMENT
THIS AGREEMENT is dated for reference this 22nd day of January, 2002.
BETWEEN:
LOOP COMMUNICATIONS INC., a company incorporated pursuant to the laws of
Canada and having an office located at 4200 No. 3 Road, Suite #130,
Richmond, British Columbia, V6X 2C2;
("Loop")
OF THE FIRST PART
AND:
ALLAN CHENG, of 4200 No. 3 Road, Suite #130, Richmond,
British Columbia, V6X 2C2;
("Cheng")
OF THE SECOND PART
AND:
SURFORAMA.COM, INC., a company incorporated pursuant to the laws of the
State of Nevada and having an office located at 700 - 555 West
Hastings Street, Vancouver, British Columbia, Canada, V6B 1N2;
("Surforama")
OF THE THIRD PART
WHEREAS:
A. Loop is engaged in the business of selling and direct marketing of wireless
products and services; and
B. Surforama desires to purchase from Cheng all the issued and outstanding
shares of common stock in the capital of Loop (the "Shares") on the terms
and conditions hereinafter set forth;
<PAGE>
2
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
mutual agreements and covenants herein contained, the parties hereby covenant
and agree as follows:
1. LOOP AND CHENG'S REPRESENTATIONS
Loop and Cheng hereby make the following representations and
warranties to Surforama, each of which is true and correct on the date hereof
and will be true and correct on the Closing Date, each of which shall be
unaffected by any investigation made by Surforama and shall survive the Closing
Date:
(a) The authorized capital of Loop consists of 1,000 Class A voting
shares, an unlimited number of Class B voting shares, an unlimited number of
Class C non-voting shares, an unlimited number of Class D non-voting shares and
an unlimited number of Class E redeemable, retractable, preferred shares, of
which 1,000 Class A voting shares are issued to Cheng as fully paid and
non-assessable. There are no other securities issued or outstanding. In
addition, there are no outstanding or authorized options, dividends, warrants,
agreements, subscriptions, calls, demands or rights of any character relating to
the capital stock of Loop, whether or not issued, including, without limitation,
securities convertible into or evidencing the right to purchase any securities
of Loop;
(b) Loop is a corporation duly incorporated, validly existing and in
good standing under the Canada Business Corporations Act and has all requisite
corporate power and authority to own its assets and operate its business as and
where it is now being conducted;
(c) Loop owns a 100% interest in Loop Mobility Inc., a federally
incorporated Canadian company; Unipage Solutions Inc., a federally incorporated
Canadian company; and Unipage Solutions Inc., a British Columbia incorporated
company (collectively, the "Subsidiaries"). Each of the Subsidiaries is duly
incorporated, validly existing and in good standing and has all requisite
corporate power and authority to own its assets and operate its business as and
where it is now being conducted. There are no outstanding or authorized
options, dividends, warrants, agreements, subscriptions, calls demands or rights
of any character relating to the capital stock of the Subsidiaries, whether or
not issued, including without limitation, securities convertible into or
evidencing the right to purchase any securities of any of the Subsidiaries;
(d) Loop is duly licensed and/or qualified and in good standing in
Canada, which is the sole jurisdiction in which the nature of Loop's assets or
the business conducted by Loop makes qualification necessary;
(e) Prior to Closing, Loop shall provide Surforama with consolidated
audited financial
<PAGE>
3
(the "Financial Statements"), prepared in accordance with United States
generally accepted accounting principles and shall fairly represent Loop's
financial position at that date;
(f) Loop and its Subsidiaries have good and marketable title to all of
their assets free and clear of all mortgages, liens, pledges, charges, claims,
leases, restrictions or encumbrances of any nature whatsoever, and subject to no
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