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CUSIP No. 74046M30 13D Page 11 of 22 Pages
Exhibit 99.2
EXHIBIT B
SHARE PURCHASE AGREEMENT
THIS AGREEMENT ("Agreement") is entered into as of the 30th day of June, 2000
AMONG:
CathayOnline Technologies (Hong Kong) Limited ("CTL")
SNet Communications (HK) Limited ("SNet")
Ting Kan Nok, a resident of Hong Kong
(collectively referred to as the "Sellers")
CMD Capital Limited ("CMD")
AND
CathayBancorp.com, Limited (the "Purchaser")
AND
Premier Brands, Inc. ("Premier" or the "Guarantor")
WHEREAS:
A. The Sellers legally and beneficially own 1,000 shares of CMD, a company
duly incorporated under the laws of Hong Kong Special Administrative Region
of the People's Republic of China ("Hong Kong"), constituting 100% of all
of the issued and outstanding shares of CMD (the "CMD Shares");
B. CMD legally and beneficially owns collectively 70% of the shares of common
stock of PRC Investment Journal Inc. ("Journal"), a company duly
incorporated under the laws of Hong Kong.
C. The Sellers wish to sell to the Purchaser such number of shares of their
common stock and their associated ownership interest in the Journal, as
constitutes 100% of the Sellers' beneficial ownership interest in CMD, of
which CTL owns 62.5% of the CMD Shares, SNet owns 15% of the CMD Shares and
Ting Kan Nok owns 22.5% of the CMD Shares, so that the Purchaser will
ultimately own 100% of all of the issued and outstanding shares of CMD; and
D. The Purchaser wishes to purchase the CMD Shares from the Sellers.
THEREFORE, in consideration of the premises and the mutual agreements
contained herein and other valuable consideration the receipt and adequacy of
which by each of the parties hereto is acknowledged, the parties hereto enter
into this agreement.
ARTICLE 1
INTERPRETATION
1.1 Defined Terms. As used in this Agreement, the following terms shall have
the following meanings:
"Closing" shall mean the completion of the transaction of the purchase
and sale of the CMD Shares contemplated by this Agreement;
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CUSIP No. 74046M30 13D Page 12 of 22 Pages
"Closing Date" shall mean June 30, 2000 or such other dates agreed upon by
the parties hereto as the date of the Closing;
"Corporate Records" shall mean with respect to CMD, all corporate records
of CMD, including but not limited to (i) all memoranda and articles or
similar constituting documents, any shareholders agreements and any
amendments thereto (if any); (ii) all minutes of meetings and resolutions
of the board of directors (including any committees thereof) and
shareholders of CMD; and (iii) the share certificate books, register of
shareholders, the register of transfers of shares of CMD, and the register
of directors;
"Encumbrances" shall mean all liens, charges, mortgages, pledges, security
interests, claims, defects of title, restriction and any other rights of
third parties relating to any property, including rights of set-off and
voting trusts, and other encumbrances of any kind.
"Purchase Price" shall have the meaning given to it in Section 2.2.
"Stock" shall mean all of the issued and outstanding shares representing
the capital or other equity interests of CMD owned by the Sellers, as the
case may be.
ARTICLE 2
SHARES PURCHASED AND PURCHASE PRICE
2.1 Purchase and Sale - CMD Shares. Pursuant to the terms and conditions
hereof, the Sellers hereby agree to issue, sell, assign and transfer to the
Purchaser, and the Purchaser hereby agrees to purchase the CMD Shares from the
Sellers.
2.2 Purchase Price. The Purchase Price for the CMD Shares shall be US$16.8
million, equaling 2.8 million shares of common stock ("the Premier Shares") of
Premier Brands, Inc. ("Premier"), payable by the Purchaser to CTL, SNet, and
Ting Kan Nok, respectively. The Purchaser shall issue 630,000 Premier Shares to
Ting Kan Nok, 420,000 Premier Shares to SNet and 1,750,000 Premier Shares to CTL
as payment in full of the Purchase Price. The Premier Shares are valued at US$6
per share for the purposes of this Agreement and the transactions contemplated
hereto.
ARTICLE 3
CLOSING
3.1 Conditions to Closing. The Closing shall take place at the offices of
Goodman, Phillips & Vineberg (New York) at approximately 10:00 a.m. on the
Closing Date.
(a) The Sellers shall deliver to the Purchaser:
1) in respect of the CMD Shares, instruments of transfer and
related documents executed by the nominees of the Sellers
together with the share certificates thereof;
2) certified copies of the resolutions of the boards of directors
of the Sellers approving the transfer of the CMD Shares by the
Sellers to the Purchasers;
3) certified copies of the Sellers' certificates of
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CUSIP No. 74046M30 13D Page 13 of 22 Pages
incorporation and memorandum and articles of association (or
equivalent documents);
4) certified copies of CMD's certificate of incorporation and
memorandum and articles of association (or equivalent
documents);
5) certified copies of all books, records, deeds, agreements,
leases, books of account, lists of suppliers and customers of
CMD and all other documents, files, records and other data,
financial or otherwise, relating to CMD; and
6) a duly executed officer's certificate representing and
certifying that each representation and warranty of the Sellers
made in this Agreement is true, complete and accurate in all
material respects.
(b) The Purchaser shall deliver to the Sellers:
(i) executed instruments of transfer and related documents in
respect of the Premier Shares together with the share
certificates; and
(c) The parties hereto shall execute and do or cause to be executed and
done all such other documents, instruments, acts and things as are
reasonably necessary in order to effect the issuance of the Premier
Shares and the sale and purchase of the CMD Shares.
3.2 Closing Conditions. Notwithstanding any other provision contained in this
Agreement, the obligation of the Purchaser to complete the Purchase of the CMD
Shares and to pay the Purchase Price to the Sellers is subject to the following
conditions, to be fulfilled or performed on or before the Closing Date; such
conditions are intended for the exclusive benefit of the Purchaser and may be
waived by the Purchaser in writing in its sole discretion:
(a) the representations, warranties and covenants of the Sellers to the
Purchaser contained in this Agreement shall be true and correct in
all material respects as of the Closing Date with the same force and
effect as if such representations, warranties and covenants were
made at and as of the Closing Date;
(b) all of the terms, covenants and conditions of this Agreement to be
complied with or performed by the Sellers at or before the Closing
Date shall have been complied with or performed; and
(c) the Purchaser, or its representatives, shall have completed its due
diligence on the CMD to the Purchaser's satisfaction.
(d) the obtaining, at the costs of the Sellers, by the Sellers of a
legal opinion, with respect to each of the Sellers and CMD, in
form and substance satisfactory to the Purchaser, to the effect
that, to the best of counsel's knowledge, this Agreement has been
properly executed and is legally enforceable, and not contrary to
any other agreements or contracts that any of the Sellers or CMD
has entered into and also, to the best of counsel's knowledge,
there is no existing pending or potential litigation, proceedings
or claims against CMD.
If the above conditions have not been fulfilled or waived by the Purchaser
on or before the Closing Date, the Purchaser shall be entitled to rescind
this Agreement, in which case no party shall have any further
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CUSIP No. 74046M30 13D Page 14 of 22 Pages
claim hereunder against the other.
3.3 Closing Conditions. Notwithstanding any other provision contained in this
Agreement, the obligation of the Sellers to complete transactions contemplated
hereby is subject to the following conditions, to be fulfilled or performed on
or before the Closing Date; such conditions are intended for the exclusive
benefit of the Sellers and may be waived by the Sellers in writing in their sole
discretion:
(a) the representative, warranties and covenants of the Purchaser to the
Sellers contained in this Agreement shall be true and correct in all
material respects as of the Closing Date with the same force and
effect as if such representations, warranties and covenants were
made at and as of the Closing Date;
(b) all of the terms, covenants and conditions of this Agreement to the
complied with or performed by the Purchaser at or before the Closing
Date shall have been complied with or performed;
(c) the Sellers, or their representatives, shall have completed its due
diligence on Premier to their satisfaction; and
(d) the obtaining, at the costs of the Purchaser, by the Purchaser of
a legal opinion, with respect to each of the Purchaser and
Premier, in form and substance satisfactory to the Sellers, to the
effect that, to the best of counsel's knowledge, this Agreement
has been properly executed and is legally enforceable, and not
contrary to any other agreements or contracts that the Purchaser
or Premier has entered into and also, to the best of counsel's
knowledge, there is no existing pending or potential litigation,
proceedings or claims against the Purchaser or Premier.
If the above conditions have not been fulfilled or waived by the Sellers
on or before the Closing Date, the Sellers shall be entitled to rescind
this Agreement, in which case no party shall have any further claim
hereunder against the other.
ARTICLE 4
REPRESENTATIONS, WARRANTIES AND COVENANTS
4.1 Representations and Warranties of the Sellers. Each of the Sellers
represents and warrants with respect to itself only to the Purchaser as follows:
(a) Each of the Sellers hereby represents and warrants that from the
date of this Agreement until the Closing Date, except as otherwise
permitted by this Agreement or consented to in writing by the
Purchaser, such Sellers (individually or collectively) shall not:
(1) cause CMD to issue or agree to: (a) issue any share, loan or
registered capital; (b) agree to grant or redeem any option;
or amend the terms of any existing option; or (c) grant or
agree to grant any right to acquire or subscribe for any of
its shares, loans or registered capital;
(2) borrow or otherwise raise money or incur or discharge any
indebtedness or create any security using the CMD shares as
collateral;
(3) cause CMD to enter into or terminate any contract or enter
into any material capital commitment;
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CUSIP No. 74046M30 13D Page 15 of 22 Pages
(4) cause CMD to depart in any material respect from the ordinary
course of its day-to-day business;
(5) cause or permit CMD to create or permit to arise any lien,
charge, pledge, mortgage or other security interest on or in
respect of any of its undertakings, property or assets other
than liens arising by operation of law.
(6) cause CMD to declare, pay or make any dividends or other
distributions;
(7) cause CMD to appoint any new directors or officers;
(8) cause CMD to increase or agree to increase the remuneration,
commission and/or any benefit in kind of its directors,
employees or officers, make any loan or other payment or
confer any benefit upon any such person or any of their
dependents, or engage or dismiss any senior officers or have
the terms of their employment varied;
(9) cause CMD to acquire or agree to acquire or to dispose or
agree to dispose of any material asset;
(10) cause CMD to alter or agree to alter the terms of any
existing financing facilities or arrange any additional
financing facilities;
(11) cause CMD to give any guarantee, indemnity, surety or
security, other than guarantees, indemnity, surety or
security given in relation to the facilities made available
to, or indebtedness owed by, the Purchaser or the obligations
of the Purchaser in the ordinary and usual course of
business;
(12) cause CMD to terminate or allow to lapse any insurance policy
now in effect or default under any provisions thereof; or
(13) cause CMD to amend its certificate and articles of
incorporation, its bylaws or other constitutional documents.
(b) Due Incorporation and Existence of the CMD. The Sellers, other than
Ting Kan Nok, and CMD are corporations duly incorporated and
existing under the laws of Hong Kong.
(c) Corporate Power. The Sellers have the corporate or other power to
own its property and to carry on the business as now being conducted
by it, including, but not limited to owning the CMD Shares.
(d) Authorized and Issued Capital. As of the date hereof, the authorized
capital of CMD consists of 10,000 shares of common stock, of which,
1,000 shares (beneficially owned by the Sellers) have been issued
and remain outstanding.
(e) Options. Except for the Purchaser's right hereunder, no person
has any option, warrant, right, call, commitment, conversion
right, right of exchange or any other agreement or any right or
privilege (whether by law, pre-emptive or contractual) capable of
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CUSIP No. 74046M30 13D Page 16 of 22 Pages
becoming an option, warrant, right, call, commitment, conversion
right, right of exchange or any other agreement for the purchase,
subscription, allotment or issuance of any of the unissued shares
of the authorized capital stock of CMD or of any securities of CMD
in each case and by such Seller.
(f) Corporate Records. The corporate records of the Sellers are complete
and accurate and all corporate proceedings and actions reflected
therein have been conducted or taken in compliance with all
applicable laws and with the articles of incorporation and bylaws or
the memorandum and articles of association, as the case maybe, of
the Sellers.
(g) Validity of Agreement. The Sellers have all of the necessary power,
authority and capacity to enter into and perform their obligations
under this Agreement. The execution, delivery and performance by
each of the Sellers of this Agreement and the consummation of the
transactions contemplated hereby:
(i) have been duly authorized by all necessary corporate action
on the part of the Sellers; and
(ii) do not (or would not with the giving of notice, the lapse
of time or the happening of any other event or condition)
result in a violation or a breach of, or a default under or
give rise to a right of termination, amendment or
cancellation or the acceleration of any obligation under
(A) any charter or by-law instruments of the Sellers; (B)
any contracts or instruments to which either of the Sellers
is a party or by which is bound; or (C) any laws applicable
to the Sellers.
This Agreement constitutes legal, valid and binding obligations of the
Sellers, which are enforceable against them in accordance with its terms,
subject to enforcement, bankruptcy, insolvency and other laws affecting
the rights of creditors generally and to the general principles of equity.
(h) Restrictive Documents. The Sellers are not subject to, or a party
to, any law, any claim relating to the period prior to the date
hereof, any contract or instrument, any encumbrance or any other
restriction of any kind or character which could prevent the
consummation of the transactions contemplated by this Agreement or
compliance by the Sellers with the terms, conditions, and
provisions hereof or impair the continued operation of business by
the Sellers after the date hereof on substantially the same basis
as heretofore operated or which would restrict the ability of the
Purchaser to acquire any of the CMD Shares.
(i) Litigation. Except as disclosed in Schedule 4.1(x), there are no
actions, suits, arbitration proceedings, or other litigation
investigations, inquiries or proceedings ("Actions or
Proceedings," pending or, to the knowledge of the Sellers,
threatened (a) against or affecting the Sellers or CMD, other than
actions, suits, arbitration proceedings, or other litigation or
proceedings, which taken individually or in the aggregate do not
and could not be reasonably expected to have a material adverse
effect on CMD, or (b) which challenge the validity of the
transactions contemplated by this Agreement. Except as disclosed
on Schedule 4.1(x), neither of the Sellers nor CMD is subject to
any order, judgment, decree, award, investigation, inquiry, or
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CUSIP No. 74046M30 13D Page 17 of 22 Pages
stipulation of or with any governmental authority which has, or
may reasonably be expected to have, a material adverse effect on
CMD.
4.2 Representations and Warranties of the Purchaser. The Purchaser represents
and warrants as follows to the Sellers and acknowledges and confirms that the
Sellers are relying on such representations and warranties in connection with
the sale by the Sellers of the CMD Shares:
(a) Due Incorporation and Existence. The Purchaser is a corporation duly
incorporated under the laws of Hong Kong. Premier is a corporation
duly incorporated under the laws of the State of Utah, United States
of America.
(b) Validity of Agreement. Each of Premier and the Purchaser has all
necessary power and capacity to enter into and perform its
obligations under this Agreement. The execution, delivery and
performance by each of Premier and the Purchaser of this Agreement
and the consummation of the transactions contemplated thereby;
(i) have been duly authorized by all necessary corporate action on
the part of each of Premier and the Purchaser; and
(ii) do not (or would not with the giving of notice, the lapse
of time or the happening of any other event or condition)
result in a violation or a breach of, or a default under or
give rise to a right of termination, amendment or
cancellation or the acceleration of any obligation under
(a) any charter or bylaw instruments of the Purchaser or
Premier; (b) any contracts or instruments to which the
Purchaser or Premier is a party or by which the Purchaser
is bound; or (c) any laws applicable to the Purchaser or
Premier.
(c) No Violation of Laws or Agreements. Except as set forth in
Schedule 4.2(c), the execution, delivery and performance by such
Seller of this Agreement and the consummation by Purchaser of the
transactions contemplated hereby will not (a) violate in any
material respect any provision of law or any rule or regulation to
which Purchaser is subject (it being understood that the necessity
for filings and consents is dealt with separately in the following
paragraph), (b) conflict with or violate any order, judgment,
injunction, award or decree binding upon Purchaser, (c) conflict
with or violate the Certificate of Incorporation, Bylaws or other
similar governing documents of such Purchaser, or (d) result in
the creation or imposition of any Lien upon the Shares owned by
Purchaser, except, in the case of any of the foregoing clauses
other than clause (a) and clause (c), for any such conflict,
violation, default, right or Lien which would not, individually or
in the aggregate, have a material adverse effect on the business
prospects, operation, assets or financial conditions of the
Purchaser.
Except as set forth in Schedule 4.2(c), the execution, delivery and
performance by such Purchaser and Seller of this Agreement and the
consummation of the transactions contemplated hereby do not require
any consent from, or filing with, any governmental or regulatory
authority, except for any action, consent or filing that Purchaser
is required to obtain or make, and consents and filings which, if
not obtained or made, will not, individually or in the aggregate,
have a material adverse effect on the ability of
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CUSIP No. 74046M30 13D Page 18 of 22 Pages
Purchaser to consummate the transactions contemplated hereby.
(d) Transfer of Good Title. Upon consummation of the transactions
contemplated hereby, the Purchaser will transfer to the Sellers and
Purchaser will have good and valid title to the Premier Shares and
clear of all pledges, security interests, liens, charges,
encumbrances, equities, claims and options of whatever nature (other
than such as may be created by Purchaser.
(e) Brokers. No banker, finder, agent or similar intermediary has acted
for or on behalf of such Purchaser, in connection with this
Agreement or the transactions contemplated hereby, and no broker,
finder, agent or similar intermediary is entitled to any broker's,
finder's or similar fee or other commission in connection herewith
based on any agreement with such Purchaser, in either case, for
which any Seller is obligated to pay any fee or commission.
(f) Premier Shares. The Premier Shares to be delivered pursuant to this
Agreement have been duly authorized and will, when so delivered, be
validly issued and outstanding, fully paid and non-assessable and
not in violation of any preemptive or similar rights and may be
freely transferred by the holders thereof without any further
action.
(g) Disclosure. Each report and proxy statement filed by Purchaser since
December 31, 1998, did not, and no report or proxy statement filed
with the SEC subsequent to the date hereof will, as of their
respective dates, contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements made therein, in light of the
circumstances in which they were made, not misleading.
(h) Options. Except for the Seller's rights hereunder no person has
any option, warrant, right, call, commitment, conversion right,
right of exchange or any other agreement or any right or privilege
(whether by law, pre-emptive or contractual) capable of becoming
any option, warrant , right, call, commitment, conversion right,
right of exchange or any other agreement for the purchase,
subscription, allotment or issuance of any of the unissued shares
of the authorized capital stock of Premier or of any securities of
Premier in each case and by such Seller.
(i) Validity of Agreement. Each of the Purchaser and the Guarantor has
all of the necessary power, authority and capacity to enter into and
perform its obligations under this Agreement. The execution,
delivery and performance by each of the Purchaser and the Guarantor
of this Agreement and the Consummation of the Transactions and
contemplated hereby:
(i) have been duly authorized by all necessary corporate actin on
the part of the Purchaser and the Guarantor; and
(ii) do not (or would not with the giving of notice, the lapse
fo time or the happening of any other event or condition)
result in a violation or a breach of, or a default under or
give rise to a right of termination, amendment of
cancellation or acceleration of any obligation under (A)
any charter or by-law instruments of the Purchaser and the
Guarantor; (B) any contracts or instruments to which wither
of the Purchaser or the Guarantor is a party or by which is
bound; or (C) any laws applicable to the Purchaser of the
Guarantor.
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CUSIP No. 74046M30 13D Page 19 of 22 Pages
This Agreement constitutes the legal, valid and binding obligations of the
Purchaser and the Guarantor, which are enforceable against them in
accordance with its terms, subject to enforcement, bankruptcy, insolvency
and other laws affecting the rights of creditors generally and to the
general principles of equity.
4.3 Survival of Representations, Warranties and Covenants. The
representations, warranties and covenants of the Sellers contained in Section
4.1 hereof and the representations and warranties of the Purchaser contained in
Section 4.2 hereof shall survive the Closing and shall continue in full force
and effect for a period of one (1) year from the date hereof and any claim in
respect thereof (except a claim based on fraud which shall survive
indefinitely).
ARTICLE 5
UNDERTAKINGS AND INDEMNITIES
5.1 The Sellers' Undertakings. The Sellers undertake to:
(a) in the case of SNet and Ting Kan Nok,
(i) cause CMD to maintain its current legal status;
(ii) introduce other Internet-related acquisitions opportunities
in the People's Republic of China to the Purchaser; and
(b) cause _____ and ____ to act as representatives of the Sellers.
5.2 Indemnification in Favor of the Purchaser. The Sellers shall indemnify and
hold the Purchaser, and its shareholders, directors, officers, employees,
agents, representatives and affiliates, (in respect of whom the Purchaser hereby
acts as agent and trustee with respect thereto) harmless from any claim or loss
suffered by, imposed upon or asserted against the Purchaser in connection with
this Agreement as a result of, in respect of, connected with or arising out of,
under or pursuant to:
(a) any failure of any of the Sellers to perform or fulfill any covenant
or obligation of the Sellers under this Agreement;
(b) any breach or inaccuracy of any representation or warranty given by
the Sellers contained in this Agreement; and
(c) Except for specific performance, such indemnification shall be the
sole and exclusive remedy for such failures, breaches and
inaccuracies. Notwithstanding anything to the contrary, (i) the
Sellers shall not liable in respect of indemnification obligation
hereunder unless ? until the aggregate cumulative amount of losses
claimed exceeds $100,000 in which case the Sellers shall be liable
only for the excess over such amount and (ii) no Seller shall be
liable in respect of any indemnification obligation hereunder to
the extent such losses exceed $1,000,000.
5.3 Indemnification in Favor of the Sellers. The Purchaser shall indemnify and
hold the Sellers harmless from any claim or loss suffered by, imposed upon or
asserted against the Sellers as a result of, in respect of, connected with or
arising out of, under or pursuant to:
(a) any failure by the Purchaser or the Guarantor to perform or
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CUSIP No. 74046M30 13D Page 20 of 22 Pages
fulfill any covenant of the Purchaser or the Guarantor under this
Agreement; and
(b) any breach or inaccuracy of any representation or warranty given by
the Purchaser or the Guarantor contained in this Agreement.
ARTICLE 6
MISCELLANEOUS
6.1 Further Assurance. From time to time subsequent to the date hereof, each
Party shall at the request of any other Party execute and deliver such
additional conveyances, transfers and other assurances as may be reasonably
required to effectively carry out the intent of this Agreement.
6.2 Expenses. Except as otherwise expressly provided herein, all costs and
expenses (including the fees and disbursements of legal counsel, investment
advisers and auditors) incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such
expenses.
6.3 Stamp Duty. The stamp duty payable on the sale and purchase of the CMD
Shares and the Premier Shares shall be borne equally by the Purchaser and the
Sellers.
6.4 Guarantee of Performance. Premier hereby, absolutely and unconditionally,
guarantees the full performance of the Purchaser's obligation for the payment of
the Premier Shares and agrees to pay the Sellers when due or upon demand
thereafter, any amounts then owing to the Sellers hereunder. Such guarantee
shall terminate once the Premier Shares are delivered to the Sellers. This
guarantee shall be effective regardless of the solvency, or insolvency of
Premier, the extension or modification of the indebtedness of reincorporation,
reorganization, merger, or consolidation of Premier, or any change in the
composition of, nature, personnel or location of Premier. This guarantee is a
guarantee of payment and not of collection. Payment shall be made as provided
above.
6.5 Enurement. This Agreement shall enure to the benefit of and be binding
upon the parties, their successors and any permitted assigns.
6.6 Counterparts. This Agreement may be executed in one or more counterparts,
including by facsimile, each of which shall be deemed an original and all of
which, taken together, shall constitute one and the same instrument.
6.7 Governing Law and Jurisdiction. This Agreement shall be governed by, and
construed and enforced in accordance with the laws of the State of New York,
United States of America. Each party hereby irrevocably submit to the exclusive
jurisdiction of the courts of the State of New York, United States of America,
with respect to any matter arising hereunder or related hereto and each of the
Guarantor and the Purchaser hereby appoints Goodman Phillips & Vineberg as agent
for service of process and agrees that service upon Goodman Phillips & Vineberg
shall constitute valid service of process.
6.8 Assignment. None of the rights or obligations hereunder shall be
assignable or transferable by any party without the prior written consent of the
other parties to this Agreement.
6.9 Gender and Number. Any reference in this Agreement to gender shall include
all genders, and words importing the singular number only shall include the
plural and vice versa.
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CUSIP No. 74046M30 13D Page 21 of 22 Pages
6.10 Headings, etc. The provision of a Table of Contents, the division of this
Agreement into Articles, Sections, Subsections and other subdivisions and the
insertion of headings are for convenience of reference only and shall not affect
or be utilized in the construction or interpretation of this Agreement.
6.11 Severability. Any Article, Section, Subsection or other subdivision of
this Agreement which is, or becomes, illegal, invalid or unenforceable shall be
severed from this Agreement and be ineffective to the extent of such illegality,
invalidity or unenforceability and shall not affect or impair the remaining
provisions hereof.
6.12 Entire Agreement. This Agreement constitutes the entire agreement between
the parties pertaining to the subject matter hereof and supersedes all prior
agreements, understandings, negotiations and discussions, whether oral or
written, of the parties. There are not representations, warranties, conditions
or other agreements, express or implied, statutory or otherwise, between the
parties in connection with the subject matter of this Agreement, except as
specifically set forth herein.
6.13 Amendments. This Agreement may only be amended, modified or supplemented
by a written agreement signed by all of the parties to this Agreement.
6.14 Waiver. No waiver of any of the provisions of this Agreement shall be
deemed to constitute a waiver of any other provision (whether or not similar),
nor shall such waiver constitute a waiver unless expressly provided in writing
and duly executed by the party to be bound thereby.
6.15 Notice. Any notice, demand or other communication to be given or made
under this Agreement shall be in writing (in English) and delivered personally
or sent by registered post or by facsimile to the relevant party at its address
or fax number set out below and must contain sufficient reference and/or
particulars to render it readily identifiable with the subject matter of this
Agreement (or such other address or fax number as the addressee has by five (5)
Business Days' prior written notice specified to the other parties hereto):
To CTL
C/o Stikeman Elliott
Suite 1103
Aon China Building
29 Queen's Road Central
Hong Kong
Fax: (852) 2845-9076
To SNet
C/o Stikeman Elliott
Suite 1103
Aon China Building
29 Queen's Road Central
Hong Kong
Fax: (852) 2845-9076
To Ting Kan Nok
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CUSIP No. 74046M30 13D Page 22 of 22 Pages
Fax:
To the Purchaser
C/o Peter Lau
570 Lexington Avenue
Suite 1800
New York, New York 10022
Fax: (212) 888-6823
To Premier
C/o David Cooperberg
205 East 78th Street
Apartment 14L
New York, New York 10021-1239
[The remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF this Agreement has been executed by the Parties as of
the date first above written.
SELLERS
CathayOnline Technologies (Hong Kong) Limited
By: /s/ Brian Ransom
---------------------------
Name: Brian Ransom
Title: Director
SNet Communications (HK), Limited
By: /s/ Peter Chin
---------------------------
Name: Peter Chin
Title: President
Ting Kan Nok
/s/ Ting Kan Nok
-------------------------
PURCHASER
CathayBancorp.com, Limited
By: /s/ Peter Lau
---------------------------
Name: Peter Lau
Title: Director
GUARANTOR
Premier Brands, Inc.
By: /s/ David Cooperberg
---------------------------
Name: David Cooperberg
Title: President
