MEMORANDUM OF UNDERSTANDING
(“MOU”)
On this the 16
th day of June, 2005 BY and BETWEEN JUPITER Global
Holdings, Corp. (“JPHC”) and Global Bancorp, Inc.
(“GBBI”) JPHC and GBBI may be referred to herein
individually as the “Party” or collectively as the
“Parties”.
WHEREAS:
A)
This MOU follows discussions the
parties are having concerning the restructuring of their Joint
Venture Agreement dated December 28, 2004 (the
“Agreement”) concerning the VOXBOX Telecom, Inc.
(“VBX”) business (the “Joint Venture”).
This MOU replaces the Letter of Intent between the parties dated
June 8, 2005 whereas the parties entered the Letter of Intent as a
non-binding agreement regarding the intention of GBBI to purchase
from JPHC the VBX Shares and any rights to VBX Shares of VOXBOX
Telecom, Inc. referred to in Section C below in exchange for a to
be finalized amount of common shares of GBBI at $0.01/share.
;
B)
The purpose of this MOU is to
summarize our discussions, finalize the understanding of the
parties and terms of the restructuring of the Joint Venture and set
forth a manner to proceed. This MOU is a legally binding agreement
intended to create obligations to proceed in a manner set forth by
this MOU;
C)
GBBI holds 9200 common shares of
VBX, which is equal to 50% of the issued and outstanding shares of
VBX. JPHC holds 9200 common shares of VBX (the “VBX
Shares”), which is equal to 50% of the issued and outstanding
shares of VBX; JPHC acquired the VBX Shares through purchasing 800
common shares of VBX from GBBI as per the terms of the Agreement
and 8400 common shares as per the rights JPHC held as per the terms
of the Agreement and subsequent issuance of a Promissory Note of
$420,000 (the “Liability”). GBBI wishes to purchase the
VBX Shares and the Liability from JPHC.
D)
The effort between the parties will
consist of the following:
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1.
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Completion and
closing of a Share Purchase Agreement between the
parties.
|
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2.
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The
finalization of rights allowing JPHC to purchase additional equity
stakes in GBBI.
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E)
The parties will share or exchange
information only as necessary for such cooperation;
F)
The parties will attempt to meet
the following targets:
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1.
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Execution of a
Share Purchase Agreement no later than the Closing Date
|
|
2.
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Delivery of the
VBX common shares held by JPHC (the “VBX Shares”) to
GBBI and issuance and delivery of GBBI common shares (the
“GBBI Shares”) to JPHC no later that the Closing
Date.
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UNDERSTANDING OF THE
PARTIES:
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1.
|
GBBI will
purchase from JPHC the VBX Shares and the Liability in exchange
for:
|
|
a.
|
five million
(5,000,000) GBBI shares @ $0.01/share (USD fifty thousand dollars -
$50,000) and;
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i.
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the right to
purchase up to 50,000,000 common shares of the GBBI @ $0.01/share
for a period of three (3) years from the date above
written.
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ii.
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the right to
purchase additional common shares of the GBBI to increase the
Seller’s fully diluted equity position to up to 5
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