ASSUMPTION, AMENDING AND
CONFIRMATION AGREEMENT
THIS AGREEMENT made as of the 25
th day of July, 2000.
BETWEEN:
COPPER MOUNTAIN MINES
LTD. , a company
amalgamated pursuant to the laws of the Province of British
Columbia having its registered and records office at
1500-1040 West Georgia Street, Vancouver, British
Columbia
(“Copper
Mountain”)
AND:
CEN CHINA EDUCATION NETWORK
LTD. , a company
incorporated pursuant to the laws of the Province of British
Columbia having its registered and records office at
1900-885 West Georgia Street, Vancouver, British
Columbia
(“CEN”)
WHEREAS:
A.
CEN has issued and outstanding options
entitling directors, officers, employees and consultants of CEN to
purchase an aggregate of up to 100,000 Common shares of CEN
(“CEN Shares”) at a price of US $0.90 per CEN
Share (collectively the “CEN Options”) as more
particularly set forth in Schedule “A” attached
hereto;
B.
Pursuant to a combination agreement (the
“Combination Agreement”) between CEN and Copper
Mountain dated as of May 23, 2000, Copper Mountain has agreed
to acquire all of the issued and outstanding CEN Shares in exchange
for Common shares of Copper Mountain (“Copper Mountain
Shares”) pursuant to a statutory plan of arrangement (the
“Arrangement”) under section 252 of the Company
Act (British Columbia);
C.
Under the Combination Agreement, it was
agreed that the CEN Options be amended to provide that upon
completion of the Arrangement the CEN Options may be exercised for
3.84 Copper Mountain Shares for every CEN Share which holders of
the CEN Options (“Optionholders”) were entitled to
receive upon exercise of a CEN Option, at an amended exercise price
equal to the exercise price per CEN Share divided by 3.84;
and
D.
To enable Optionholders to purchase
Copper Mountain Shares upon exercise of the CEN Options Copper
Mountain will grant to Optionholders the right to purchase Copper
Mountain Shares.
NOW THEREFORE in consideration of the sum
of $1.00 paid by each party to the other, the receipt of which is
hereby acknowledged, the parties hereto agree as
follows:
1.
Copper Mountain shall, upon the Effective
Date (as such term is defined in the Combination Agreement) and
subject to any regulatory approval, issue to the Optionholders
options (“Copper Mountain Options”) pursuant to Copper
Mountain’s stock option plan, entitling each Optionholder to
purchase 3.84 Copper Mountain Shares for each CEN Share which the
Optionholder would be entitled to receive upon the valid exercise
of a CEN Option in accordance with the terms of the CEN
Option.
2.
If the foregoing calculation results in
an exchanged CEN Option being exercised for a fraction of a Copper
Mountain Share, then the number of Copper Mountain Shares subject
to such option will be rounded down to the nearest whole number of
shares, and the total exercise price for the option will be reduced
by the exercise price of the fractional share.
3.
The new exercise price for each CEN
Option to acquire a Copper Mountain Share will be equal to the
original exercise price of a CEN Option to acquire a CEN Share,
divided by 3.84 and subject to a minimum exercise price of $0.15
per Copper Mountain Share.
4.
All options to purchase Copper Mountain
Shares will be issued pursuant to Copper Mountain’s stock
option plan. The term, exercisability, vesting schedule and
all other terms and conditions of the CEN Options will otherwise be
unchanged and shall operate in accordance with their
terms.
5.
Forthwith upon closing of the
Arrangement, Copper Mountain shall take such steps as are necessary
and advisable to validly grant options to purchase Copper Mountain
Shares to all Optionholders as of the Effective Date. Without
limitation to the foregoing, Copper Mountain shall execute and
distribute to Optionholders for execution an option agreement
evidencing the Copper Mountain Options in the form attached hereto
as Schedule “B”.
6.
Any notice or other communication
required or contemplated under this agreement to be given by one
party to the other shall be delivered or mailed by prepaid
registered post to the party to receive the same at the address set
forth below:
if to CEN:
Suite 910, Cathedral Place
925 West Georgia Street
Vancouver, B.C.
V6C 3L2
if to Copper Mountain:
Suite 906, Cathedral Place
925 West Georgia Street
Vancouver, B.C.
V6C 3L2
Any notice delivered shall be deemed to
have been given and received on the business day following the date
of delivery. Any notice mailed as aforesaid shall be deemed
to have been given and received on the third business day following
the date it is posted, provided that if between the time of mailing
and actual receipt of the notice there shall be a mail strike,
slowdown or other labour dispute which might affect delivery of the
notice by mail, then the notice shall be effective only if actually
delivered.
7.
The parties shall from time to time and
at all times hereafter at the request of another party execute such
further assurances and do all such f
