Registration of Securities (General Form) — Form 10
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Form 10 130 474K
2: EX-2.1 Stock Purchase Agreement 33 84K
3: EX-2.2 Agreement Dated Nov. 8, 1999 43 157K
4: EX-2.3 Agreement and Plan of Merger 2 18K
5: EX-2.4 Share Purchase Agreement Dated Aug. 9, 1999 45 147K
6: EX-2.5A Share Purchase Agreement Dated Oct. 22,1999 51 170K
7: EX-2.5B Share Purchase Agreement Dated Oct. 22, 1999 8 27K
8: EX-3.1A State of Delaware 5 25K
9: EX-3.1B Articles of Merger 2 14K
10: EX-3.2 By-Laws of Telemonde 15 65K
11: EX-4.1 Telemonde 2 13K
12: EX-4.2 Registration Rights Agreement 14 64K
13: EX-4.3 Registration Rights Agreement 10 50K
14: EX-10.1 Warrant 14 60K
26: EX-10.10 Composite Guarantee and Debenture 28 84K
27: EX-10.11 Loan Facility Agreement 26 72K
15: EX-10.2 Warrant 13 50K
16: EX-10.3 Consulting Agreement 4 26K
17: EX-10.4 Service Agreement for 13 57K
18: EX-10.4A Schedule of Employment Terms 1 11K
19: EX-10.5 Capacity Sales Agreement 29 73K
20: EX-10.5A Promissory Note 1 11K
21: EX-10.5B Promissory Note 1 11K
22: EX-10.6 Capacity Purchase Agreement 23 88K
23: EX-10.7 Transmission Capacity Agreement 19 64K
24: EX-10.8 Transmission Capacity Agreement 22 76K
25: EX-10.9 Transmission Capacity Agreement 23 65K
31: EX-21 List of Subsidiaries 1 10K
32: EX-27 Financial Data Schedule 2 12K
28: EX-99.1 Heads of Agreement 4 24K
29: EX-99.2 Agreement 17 69K
30: EX-99.3 Term Sheet 2 12K
EX-99.3 — Term Sheet
EX-99.3 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 99.3
TERM SHEET FOR THE PURCHASE
OF 16% TO 51% OF DESERTEL
Purchaser: Telemonde, Inc. or EquiTel Communications Limited
Seller: Sheikh Ahmed Farid
Assets to be Purchased: A minimum of 16% and a maximum of 51% of the
issued and outstanding share capital of Desert
Telecommunications Services LLC (DeserTel) of PO
Box 954, Al Khuwair, PC133, Sultanate of Oman
Purchase Price: Using the Brown Shipley valuation of EquiTel of
$64 million as the minimum basis, Seller may
appoint an independent evaluator to determine the
value of EquiTel. the Purchaser must consent to
the independent evaluator chosen by the Seller,
which consent shall not unreasonably be withheld.
In the event Purchaser and Seller disagree with
the evaluation determined by the independent
evaluator, the parties agree to choose a mutually
acceptable arbitrator who will determine the final
valuation of EquiTel. The decision made by the
arbitrator shall be final and binding upon the
parties.
Additional Purchase Price: An additional sum of $5 million shall be paid to
the Seller for the control premium of DeserTel;
provided however, that the $5 million may be
increased or decreased based upon the
determination of the independent evaluator. In the
event Purchaser and Seller disagree with the
evaluation of the control premium determined by
the independent evaluator, the parties also agree
to submit to the arbitrator the amount of the
control premium, who will determine the final
figure. The decision made by the arbitrator shall
be final binding upon the parties.
Consideration The Purchase Price and the Additional Purchase
Price of $5 million (or such other amount
determined by the independent evaluator or
arbitrator, as the case may be) shall be payable
in restricted shares of common stock of Telemonde,
Inc.
Agreed to and accepted this 8th day of November, 1999.
/s/ Kevin Maxwell
-----------------------------
Telemonde, Inc.
By: Kevin Maxwell
-------------------------
Its: CHAIRMAN
-------------------------
/s/ Sheikh Ahmed Farid
-----------------------------
Sheikh Ahmed Farid
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