SHARE EXCHANGE AGREEMENT

 

 

EXHIBIT 2.1

 

SHARE EXCHANGE AGREEMENT

DATED EFFECTIVE THE 13th DAY OF JANUARY, 2008

BETWEEN

ATOMIC GUPPY INC.

- and -

WQN, INC. (WQN)

- and -

each WQN Shareholder

 

SHARE EXCHANGE AGREEMENT

THIS AGREEMENT made effective as of the 13th day of January, 2008

AMONG :

ATOMIC GUPPY INC. , a Delaware corporation located at 401 E Las Olas Blvd, Fort Lauderdale, Florida 33301. (“ATGU”)

- and -

WQN, INC. , a Texas corporation owned by shareholders (listed in Appendix A ) and with head office located at in Dallas, Texas (hereinafter for convenience “WQN”)

- and -

Each WQN Shareholder listed on the Signature Page (collectively, the “Vendors”)

RECITALS

A.

As at the date of this Agreement, the Vendors hold, indirectly and directly, beneficially and of record, 100% of the currently issued and outstanding common shares in the capital of WQN; and

B.

The Vendors wish to sell and convey the Purchased Shares to ATGU in exchange for shares in ATGU.  ATGU wishes to purchase the Purchased Shares in exchange for the Purchase Price, upon the terms and conditions herein set forth such that upon completion of the Share Exchange, WQN shall be a wholly owned subsidiary of ATGU.

AGREEMENT

THIS AGREEMENT WITNESSES that in consideration of the covenants, agreements, warranties and payments herein set forth and provided for, the parties hereto respectively covenant and agree as set forth below.

ARTICLE 1
INTERPRETATION

1.1

Definitions

In this Agreement, including the recitals and any schedules hereto, unless otherwise stated or unless there is something in the subject matter or context inconsistent therewith:

(a)

“Acquisition” means the acquisition of all of the Purchased Shares by ATGU;

(b)

“Agreement” means this agreement and includes any agreement amending this agreement or any agreement or instrument which is supplemental or ancillary thereof, and the expressions “above”, “below”, “herein”, “hereto”, “hereof” and similar expressions referred to in this Agreement;

 

 

 

(c)

“Assets” means all of the right, title, estate and interest in and to its property and assets, real and personal, moveable and immoveable, of whatsoever nature and kind and whosesoever situate of WQN as set forth in the Disclosure Schedule;

(d)

“Business” means all business operations of WQN;

(e)

“Business Permits” means all licenses, permits, contracts, agreements and similar rights and privileges that are required and necessary under applicable legislation, regulations, rules and orders for WQN to own the Assets and operate the Business or for the status and qualification of WQN to carry on the Business;

(f)

“Certificate” means a written certificate of a matter or matters of fact which, if required by a corporation, shall be made by a duly authorized officer of such corporation;

(g)

“Closing Date” means the day that the Acquisition closes, which shall be within ten days after the date upon which all conditions set forth herein have been satisfied and all regulatory approvals have been obtained for the transactions described herein;

(h)

“Closing” means the closing of the Acquisition;

(i)

“Commission” means the U.S. Securities and Exchange Commission;

(j)

“Counsel” means any attorney or firm thereof retained by ATGU, WQN, or the Vendors, as the case may be;

(k)

“Disclosure Schedule” is defined in Section 1.2.

(l)

“Encumbrances” means any charge, mortgage, lien, pledge, claim, embargo, security interest, legal or conventional, moveable or immovable, specific or floating, whether created or arising by agreement, statute or otherwise, attaching to property, interests or rights, and shall be construed in the widest possible terms and principles known under the law;

(m)

“GAAP” or “Generally Accepted Accounting Principles” means the generally accepted accounting principles from time to time approved, in United States of America, by the American Institute of Certified Public Accountants, the Commission, the Financial Accounting Standards Board, or any successor applicable as at the date on which date such calculation is made or required to be made in accordance with generally accepted accounting principles applied on a basis consistent with preceding years;

(n)

“Governmental Authority” means any government in United States of America, or any foreign government and any agency, or department, tribunal, board, commission, court or other authority exercising or purporting to exercise executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, government, as well as any arbitrator, arbitration tribunal or other

 

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tribunal or other quasi-governmental or private body exercising any regulatory, expropriation or taxation authority under or for the account of any of the foregoing;

(o)

“Leases” means all leases of real property of WQN as set forth in the Disclosure Schedule hereto;

(p)

“Letter of Intent” means the Binding Term Sheet between ATGU and WQN dated December 11, 2008;

(q)

“ATGU” means Atomic Guppy Inc., a corporation incorporated under the laws of Nevada;

(r)

“ATGU Assets” means all of ATGU’s right, title, estate and interest in and to its property and assets, real and personal, moveable and immoveable, of whatsoever nature and kind and whosesoever situate, including but without limitation, the assets as more particularly set forth and described in the ATGU Financial Statements;

(s)

“ATGU Common Shares” means the authorized and issued shares of common stock of ATGU;

(t)

“ATGU Documents” means all contracts, agreements, documents, permits, licenses, leases, appraisals, certificates, plans, drawings, specifications, reports, compilations, analysis, studies, financial statements, budgets, market surveys, minute books, corporate records, and any other documents or information of whatsoever nature relating to ATGU, the ATGU Assets or its business and any and all rights in relation thereto;

(u)

“ATGU Financial Statements” means the audited financial statements of ATGU for the fiscal years ended October 30, 2008 and 2007;

(v)

“ATGU Material Contracts” means any contract, agreement (written or oral) commitment, indenture, or other instrument to which ATGU is bound and which is material to ATGU or its business, and which involves a price, consideration or revenue stream of more than $10,000.00 USD in the aggregate, including those entered into in the ordinary course of business, or which could materially affect the ATGU Assets or financial condition of ATGU;

(w)

“Long Term Debt” means those liabilities, which would, in accordance with Generally Accepted Accounting Principles, be classified as long term debt;

(x)

“Orders” means all material applicable orders, decisions, binding directives, or the like rendered by any Governmental Authority;

(y)

“Persons” means any body, corporate or entity which is a judicial person, or any individual;

 

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(z)

“Purchase Price” shall have the meaning ascribed thereto in Section 2.3 hereof;

(aa)

“Purchased Shares” means all of the WQN Shares collectively held by the Vendors as at the Time of Closing, which represents 100% of the WQN Shares outstanding at the Time of Closing;

(bb)

“Total Purchase Price” shall have the meaning ascribed thereto in Section 2.1 hereof;

(cc)

“Tax Act” means the United States Internal Revenue Code of 1986, as amended from time to time;

(dd)

“Taxes” means all taxes, fees, levies and charges imposed by a Governmental Authority;

(ee)

“Time of Closing” means 10:00 a.m., Fort Lauderdale time, on the Closing Date when the Closing of the purchase and sale herein provided for shall be completed or such other time as the parties hereto may agree;

(ff)

“Vendors” means each of the WQN Shareholders listed on the Signature Page;

(gg)

“WQN” means World Quest Network, Inc., a corporation incorporated under the laws of the State of Texas;

(hh)

“WQN Documents” means all contracts, agreements, documents, permits, licenses, leases, appraisals, certificates, plans, drawings, specifications, reports, compilations, analysis, studies, financial statements, budgets, market surveys, minute books, corporate records and any other documents or information of whatsoever nature relating to WQN, the Subsidiaries, the Business or the Assets and any and all rights in relation thereto;

(ii)

“WQN Financial Statements” means the consolidated audited financial statements of WQN for the fiscal years ended December 31, 2008 and 2007;

(jj)

“WQN Material Contracts” means any contract, agreement (written or oral) commitment, indenture, or other instrument to which WQN is bound and which is material to the Business, and which involves a price, consideration or revenue stream of more than $10,000 USD in the aggregate, including those entered into in the ordinary course of business, or which could materially affect the Assets, or Business or financial condition of WQN as set forth in the Disclosure Schedule;

(kk)

“WQN Permitted Encumbrances” means those security interests charging the Assets as set forth in the WQN Financial Statements;

(ll)

“WQN Shares” means the common shares in the capital of WQN; and

(mm)

“WQN Subsidiaries” means any organization or entity wholly-owned by WQN;

 

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1.2

Disclosure Schedule

All references herein to the Disclosure Schedule shall mean a disclosure document delivered by each of ATGU and WQN upon the execution hereof attached hereto and incorporated by referenced, in which the section numbers in the Disclosure Schedule correspond to the section numbers in this Agreement to which they refer.

1.3

US Dollars

All dollar amounts referred to in this Agreement are in US funds, unless otherwise indicated herein.

1.4

Extended Meanings

In this Agreement, words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders; and references to any statute shall extend to and include orders-in-council or regulations passed under and pursuant thereto, of any amendment or re-enactment of such statute, orders-in-council or regulations, or any statute, order-in-council or regulations substantially in replacement thereof.

1.5

Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, including the Letter of Intent between ATGU and WQN, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof, except as specifically set forth herein. No amendment, supplement, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby.

1.6

Headings

Section headings are not to be considered part of this Agreement and are included solely for convenience of reference and are not intended to be full or accurate descriptions of the contents thereof.

1.7

Successors and Assigns

All of the terms and provisions in this Agreement shall be binding upon and shall ensure to the benefit of the parties hereto and their respective successors and assigns.

 

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ARTICLE 2
PURCHASE OF PURCHASED SHARES, COROLLARY MATTERS

2.1

Total Purchase Price Pursuant to the Acquisition

The Total Purchase price for the Purchased Shares shall be the issuance of 150,000,000 restricted ATGU Common Shares for all WQN Shares so exchanged representing 100% of WQN.

2.2

Purchase of Purchased Shares

Subject to the terms and conditions herein, on the Closing Date, ATGU agrees to purchase and the Vendors agree to sell, assign and transfer to ATGU the Purchased Shares for the aggregate Purchase Price.

2.3

Limited Liability

ATGU does not agree to accept or assume, and shall not by this Agreement be deemed to have accepted or assumed, any obligation or responsibility for the payment of any debt, obligation, liability, claim or demand absolute or contingent, of whatsoever nature of or against the Vendors, except for payment of the Purchase Price and except as otherwise specifically set forth above and herein.  

2.4

Debt Restructuring

Prior to the Closing, the following items of ATGU outstanding indebtedness shall be restructured as follows:

(a)

The $175,000 note payable to J. Dean Burden shall be shall be converted into 7,000,000 restricted ATGU Common Shares.

(b)

The $400,000 principal amount of Convertible Notes payable to the holders set forth in the Disclosure Schedule shall be exchanged for replacement Notes that are not convertible and shall have the following terms:

(i)

Total principal amount reduced to not more than $275,000;

(ii)

Interest at zero percent; and

(iii)

Payable $27,500 within ten days after Closing, $82,500 not more than 120 days after first payment date, and the balance of $165,000 not more than 365 days after the first payment date.    

2.5

Closing

The Closing of the Acquisition herein contemplated shall take place at the Time of Closing by means of exchange of documents and signature pages by Counsel to the

 

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parties (via pdf format with originals via overnight courier).  At Closing, the Parties shall deliver all documents and take all actions referred to herein or contemplated hereby.

ARTICLE 3
REPRESENTATIONS, WARRANTIES AND COVENANTS OF
THE VENDORS AND WQN

3.1

Representations, Warranties and Covenants of the Vendors

The Vendors hereby represent and warrant to ATGU as follows:

(a)

Authority and Binding Obligation:  The Vendors have right, full power and absolute authority to enter into this Agreement and to sell, assign and transfer the Purchased Shares to ATGU in the manner contemplated herein and to perform all of the Vendors’ obligations under this Agreement. The Vendors shall have taken all necessary or desirable actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance of this Agreement and the sale and transfer of the Purchased Shares by the Vendors to ATGU and to complete the Acquisition.

(b)

Purchased Shares:  The Vendors have good and marketable title to the Purchased Shares, free of all mortgages, charges, liens, pledges, claims, security interests and agreements and other encumbrances of whatsoever nature and no person, firm or corporation has any agreement or option or right capable of becoming an agreement or option for the purchase from the Vendors of any of such Purchased Shares except as provided herein, and the Vendors have good right, full power and absolute authority to sell and assign such Purchased Shares to ATGU for the purpose and in the manner as provided in this Agreement and the Purchased Shares constitute all of the WQN Shares owned or controlled, directly or indirectly, by the Vendors. As at the date of this Agreement, such Purchased Shares are not subject to any shareholder, pooling, escrow or similar agreements.

(c)

Reporting Issuer Status:  WQN is not a “reporting company” (as defined by the Commission) in any jurisdiction.

(d)

No Actions:  There is no suit, action, litigation, arbitration proceeding or governmental proceeding, including appeals and applications for review, in progress or, to the Vendors’ knowledge, threatened against or related to the Purchased Shares or which would affect the Vendors’ ability to sell the Purchased Shares as provided for in this Agreement.

(e)

Transaction Compliance with Authority Documents, Agreements and Laws: The execution, delivery and performance of this Agreement and each of the other agreements contemplated or referred to herein by the Vendors and the completion of the transactions contemplated hereby, will not constitute or result in a violation or breach of or default under, or cause the acceleration of any obligations of the Vendors under the terms of any agreement (written or oral), indenture, instrument

 

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or understanding or other obligation or restriction to which any Vendor is a party or by which it is bound.

(f)

Materially Accurate : All information, records and data furnished to ATGU, its representatives and counsel pursuant to this Agreement, are, to the Vendors’ knowledge, accurate in all material respects.

3.2

Survival of Representations and Warranties

The covenants, representations and warranties of the Vendors contained in Article 3 hereof and elsewhere in this Agreement, and in any Certificate, schedule, WQN Document, or other material delivered under this Agreement, are to the best of the Vendors’ knowledge accurate and complete, do not contain any untrue statement of a material fact or, considered in the context in which presented, omit to state a material fact necessary in order to make the statements and information contained herein or therein not misleading and shall not survive the Closing Date.  The covenants, representations and warranties of the Vendors contained in Article 3 hereof, shall either be set forth in or, if not, shall be deemed to apply to all assignments, transfers, conveyances or other documents conveying the Purchased Shares hereunder, and there shall not be any merger of any covenant, representation or warranty in such assignments transfers, conveyances or documents, any rule or law, in equity or in statute to the contrary notwithstanding.

3.3

Representations, Warranties and Covenants of the Vendors and WQN

The Vendors and WQN hereby jointly and severally represent and warrant to ATGU as follows:

(a)

Private Issuer: WQN and the WQN Subsidiaries are each closely-held issuers incorporated under Texas Law with registered offices in Dallas, Texas and each have fewer than 10 shareholders, exclusive of employees and employees of affiliates;

(b)

Authority and Binding Obligation: On or before the effective date of this Agreement, each of WQN and the Vendors have taken all necessary or desirable actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance of this Agreement.

(c)

Title to Assets by WQN: WQN is the owner of and has good and marketable title to all of its material properties and Assets, including, without limitation, all properties and Assets reflected in the WQN Financial Statements, and all properties and assets acquired by WQN after the date of the WQN Financial Statements, free and clear to the best of its knowledge of all Encumbrances whatsoever, except for:

(i)

the properties and assets disposed of, utilized or consumed by WQN since the date of the Financial Statements in the ordinary course of the Business;

 

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(ii)

the Encumbrances disclosed or reflected in the WQN Financial Statements; and

(iii)

liens for taxes not yet due and payable.

(d)

No Other Owner of Assets:  Except as provided in the WQN Financial Statements, no other Persons other than WQN own any Assets, which are being used in the Business, and there are no agreements or commitments by WQN to purchase property or assets, other than in the ordinary course of the Business.

(e)

No Title Defects:  WQN has not received any notice of any material defect in its title or claim to the Assets or any notice from any third party claiming such an interest, and, for the period of time that WQN has owned the Assets, as applicable, all material relevant obligations of WQN have been performed and observed.

(f)

No Orders:  There are no outstanding material orders, notices or similar requirements relating to the Assets issued by any federal, state, provincial or municipal authority including, without limitation, occupational health and safety authorities and there are no matters under discussion with any such authorities relating to orders, notices or similar requirements.

(g)

No Guarantees:  Except as disclosed in the WQN Financial Statements, WQN is not a party to or bound by any agreement of guarantee, indemnification, assumption or endorsement or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any Persons except in the ordinary course of carrying on the Business.

(h)

WQN Material Contracts:  WQN has provided or made available copies of all Material Contracts to ATGU.

(i)

Partnerships or Joint Ventures:  Except as disclosed in the WQN Material Contracts or set forth in the Disclosure Schedule, WQN is not a partner or participant in any partnership, joint venture, profit-sharing arrangement or other association of any kind and are not parties to any agreement under which WQN agrees to carry on any part of the Business or any other activity in such manner or by which WQN agrees to share any revenue or profit with any other Persons.

(j)

Employees of WQN:  The only employees of WQN are those employees set forth in the Disclosure Schedule, all written employment agreements with respect to said employees have been provided to ATGU and there are no outstanding amounts payable to employees other than in the ordinary course of business or as disclosed in the WQN Financial Statements.   The employment agreements, contracts, benefits, compensation and/or any other form of employee understanding (“WQN Employment Documents”) have been provided to ATGU will not be altered, cancelled, adjusted, or amended in any manner without the prior written permission of ATGU.  The WQN Employment Documents being assumed by ATGU will be the versions dated and signed prior to December 31,

 

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2008 and any alterations, amendments, or adjustments made after December 31, 2008 will be null and void.

(k)

Officers and Directors of WQN:  The only officers and directors of WQN are as hereinafter set forth:

(l)

Contractual and Regulatory Approvals:  Except those consents set out in the Disclosure Schedule and those consents which will have been obtained on or before Closing, WQN is not under any obligation, contractual or otherwise, to request or obtain the consent of any Person, and no permits, licenses, certifications, authorizations or approvals of, or notifications to, any federal, provincial, state, municipal or local government or governmental agency, board, commission or authority are required to be obtained by WQN:

(i)

in connection with the execution, delivery or performance by WQN of this Agreement or the completion of the Acquisition;

(ii)

to avoid the loss of any permit, license, certification or other authorization, or

(iii)

in order that the authority of WQN to carry on the Business in. the ordinary course and in the same manner as presently conducted remains in good standing and in full force and effect as of and following the closing of the transactions contemplated hereunder.

(m)

Status, Authority Documents and Licenses:  WQN is a corporation duly incorporated and validly subsisting in all respects under the laws of Texas. WQN has all necessary corporate power to own its properties and to carry on its businesses as it is now being conducted. The articles, by-laws and other authority documents of WQN, as amended to the date hereof, are complete and accurate. To the best of WQN’s knowledge, WQN is duly licensed, registered and qualified as a corporation to do business, is up-to-date in the filing of all required corporate returns and other notices and filings and is otherwise in good standing in all material respects, in each jurisdiction in which: (i) it owns or leases property, or (ii) the nature or conduct of its business or any part thereof, or the nature of the property of WQN or any part thereof, makes such qualification necessary or desirable to enable the Business to be carried on as now conducted or to enable the property and assets of WQN to be owned, leased and operated by it. There are no proceedings in progress, pending or, to the best of the knowledge of WQN, threatened, which could result in the revocation, cancellation or suspension of any of the Business Permits.

 

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(n)

Compliance with Authority Documents, Agreements and Laws:  The execution, delivery and performance of this Agreement and each of the other agreements contemplated or referred to herein by WQN, and the completion of the transactions contemplated hereby, will not constitute or result in a violation or breach of or default under, or cause the acceleration of any obligations of WQN under:

(i)

any term or provision of any of the articles, by-laws or other authority documents of WQN;

(ii)

the terms of any agreement (written or oral), indenture, instrument or understanding or other obligation or restriction to which WQN is a party or by which it is bound; or

(iii)

any term or provision of any of the Business Permits, WQN Material Contracts or any order of any court, governmental authority or regulatory body or any law or regulation of any jurisdiction in which the Business is carried on.

(o)

Corporate Records:  As of the date hereof, the corporate records and minute books of WQN are materially complete and accurate. The share certificate books, register of security holders, register of transfers and register of directors and any similar corporate records of WQN are complete and accurate in all material respects.

(p)

Authorized and Issued Capital:  As of the date hereof, the authorized capital of WQN consists of 50,000,000 WQN Shares. The issued capital of WQN consists of 1,000,000 WQN Shares, which are common voting shares par value $0.001, all of which have been duly issued and are outstanding as fully paid and non-assessable shares.

(q)

No Reserved Securities:  WQN has no reserved securities or other securities outstanding. At the Time of Closing, there will not be any outstanding subscriptions, options, rights, warrants or other agreements or commitments obligating WQN to sell or issue any additional shares or securities of any class of WQN or any securities convertible into any shares of any class of WQN.

(r)

Documents:  WQN shall make available, and by the Time of Closing will have made available, to ATGU ’s representative for inspection, all WQN Documents which ATGU shall reasonably require pertaining to or affecting WQN, the WQN Subsidiaries, the Business, the Assets and the title of WQN thereto and all documents or information reasonably required to make not misleading the WQN Documents and information so made available to ATGU.

(s)

Materially Accurate:  All information, records and data furnished to ATGU, its representatives and counsel pursuant to this Agreement, are, to the knowledge of the Vendors and WQN, accurate in all material respects.

 

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(t)

Financial Statements:  To the knowledge of the Vendors and WQN:

(i)

the WQN Financial Statements have been prepared in accordance with US GAAP are true, correct and complete in all material respects and present fairly the financial condition of WQN as of December 31, 2007 and 2008; and

(ii)

there has been no material adverse change in the financial condition of WQN since the date of the WQN Financial Statements.

(u)

Liabilities of WQN:  There are no liabilities, contingent or otherwise, of WQN of any kind whatsoever, including, without limitation, any bonds, debentures, mortgages, promissory notes, loan agreements, inter-company debt, or liabilities for Taxes and there is no basis for assertion against WQN of any liabilities of any kind, other than:

(i)

liabilities disclosed or reflected in or provided for in the WQN Financial Statements, the Disclosure Schedule or this Agreement; and

(ii)

liabilities incurred since the date of the WQN Financial Statements, which were incurred in the ordinary course of the Business.

(v)

Absence of Certain Changes or Events:  Since the date of the WQN Financial Statements, and except as otherwise disclosed in writing or to ATGU, WQN has not:

(i)

incurred any obligation or liability, fixed or contingent, except normal trade or business obligations incurred in the ordinary course of the Business, none of which is materially adverse to WQN;

(ii)

paid or satisfied any obligation or liability, fixed or contingent, except:

A.

current liabilities included in the WQN Financial Statements;

B.

current liabilities incurred since the date of the WQN Financial Statements and in the ordinary course of the Business, and

C.

re-scheduled payments pursuant to obligations under loan agreements or other contracts or commitments described in the WQN Financial Statements. created any material Encumbrance upon any of its properties or the Assets, except as described in this Agreement or in the schedules hereto;

(iii)

sold, assigned, transferred, leased or otherwise disposed of any of its material properties or the Assets, except in the ordinary course of the Business;

 

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(iv)

purchased, leased or otherwise acquired any material properties or assets, except in the ordinary course of the Business;

(v)

waived, cancelled or written-off any rights, claims, accounts receivable, any amounts payable to WQN, except in the ordinary course of the Business;

(vi)

entered into any transaction, contract, agreement or commitment, except in the ordinary course of the Business;

(vii)

made any material change with respect to any method of management, operation or accounting in respect of the Business;

(viii)

suffered any damage, destruction or loss (whether or not covered by insurance) which has materially adversely affected or could materially adversely affect the Business or the condition of WQN;

(ix)

suffered any extraordinary loss relating to the Business or the Assets; or

(x)

authorized, agreed or otherwise become committed to do any of the foregoing.

(w)

Tax Matters:

(i)

WQN has duly and on a timely basis prepared and filed all tax returns and other documents required to be filed by it in respect of all Taxes and such returns and documents are complete and correct and clearly and fairly represents the information and tax status of WQN for the relevant period;

(ii)

WQN has paid all Taxes, which are due and payable on or before the date hereof. Adequate provision was made in the WQN Financial Statements for all Taxes for the periods covered by the WQN Financial Statements. To the best of the knowledge of the Vendors and WQN, WQN has no liability for Taxes other than those provided for in the WQN Financial Statements and those arising in the ordinary course of the operation of the Business since the date of the WQN Financial Statements and for which adequate provisions have been made on the books of WQN;

(iii)

there are no actions, suits, proceedings, investigations, enquiries or claims now pending or made or, to the knowledge of the Vendors, WQN, threatened against WQN in respect of Taxes;

(iv)

there are no Taxes, assessments, re-assessments, or levies of whatsoever nature which WQN is required or will or could be required by law to withhold, collect or pay and for which ATGU cou