to, or intention of, distribution
thereof in violation of the Securities Act, or any applicable state securities
laws, and the Shares will not be disposed of in contravention of the Securities
Act or any applicable state securities laws.
(b)
Counsel Springwell is sophisticated in
financial matters and is able to evaluate the risks and benefits of the
investment in the Shares.
(c)
Counsel Springwell is able to bear the
economic risk of its investment in the Shares for an indefinite period of time
because the Shares have not been registered under the Securities Act and,
therefore, cannot be sold unless subsequently registered under the Securities
Act or an exemption from such registration is available.
7.
PROXY STATEMENT.
(A)
SUBJECT TO SECTION 7(B) HEREOF, I-LINK,
ACTING THROUGH ITS BOARD OF DIRECTORS, SHALL:
(I)
DULY CALL, GIVE NOTICE OF, CONVENE AND
HOLD AN ANNUAL OR SPECIAL MEETING OF ITS STOCKHOLDERS (THE "STOCKHOLDERS
MEETING") AS SOON AS PRACTICABLE FOLLOWING THE DATE HEREOF FOR THE PURPOSE OF
CONSIDERING AND TAKING ACTION UPON THE FOLLOWING PROPOSALS (THE "PROPOSALS"):
(A) AN AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF I-LINK
TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK FROM
3
300,000,000 SHARES TO 900,000,000 SHARES AND (B) AN AMENDMENT TO THE AMENDED AND
RESTATED ARTICLES OF INCORPORATION OF I-LINK DELETING ARTICLE VI THEREOF.
(II)
PREPARE AND FILE WITH THE SEC A
PRELIMINARY PROXY RELATING TO THIS AGREEMENT AS SOON AS REASONABLY PRACTICABLE
AND OBTAIN AND FURNISH THE INFORMATION REQUIRED TO BE INCLUDED BY THE SEC IN THE
PROXY STATEMENT AND, AFTER CONSULTATION WITH COUNSEL SPRINGWELL, USE ITS BEST
EFFORTS TO RESPOND PROMPTLY TO ANY COMMENTS MADE BY THE SEC WITH RESPECT TO THE
PRELIMINARY PROXY AND CAUSE A DEFINITIVE PROXY (AS AMENDED OR SUPPLEMENTED, THE
"PROXY STATEMENT") TO BE MAILED TO ITS STOCKHOLDERS;
(III)
INCLUDE IN THE DEFINITIVE PROXY STATEMENT
THE WRITTEN OPINION OF THE FINANCIAL ADVISOR TO THE SPECIAL COMMITTEE OF THE
BOARD OF DIRECTORS OF I-LINK THAT THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT ARE FAIR TO THE STOCKHOLDERS OF I-LINK FROM A FINANCIAL POINT OF VIEW;
(IV)
AFFORD TO ALL OF THE STOCKHOLDERS OF I-LINK
DISSENTERS' RIGHTS UNDER FLORIDA LAW RELATING TO THE MATTERS TO BE PRESENTED TO
THEM FOR CONSIDERATION AT THE STOCKHOLDER MEETING AND RELATING TO THE SUBJECT
MATTER OF THIS AGREEMENT; AND
(V)
USE ITS REASONABLE BEST EFFORTS TO OBTAIN
THE APPROVAL OF THE PROPOSALS BY THE HOLDERS OF THE REQUISITE NUMBER OF ISSUED
AND OUTSTANDING SHARES OF CAPITAL STOCK OF I-LINK.
(B)
THE BOARD OF DIRECTORS OF I-LINK SHALL
RECOMMEND APPROVAL AND ADOPTION OF THE PROPOSALS BY I-LINK'S STOCKHOLDERS.
THE
BOARD OF DIRECTORS OF I-LINK SHALL NOT BE PERMITTED TO WITHDRAW, AMEND OR MODIFY
IN A MANNER ADVERSE TO COUNSEL AND COUNSEL SPRINGWELL SUCH RECOMMENDATION (OR
ANNOUNCE PUBLICLY ITS INTENTION TO DO SO), EXCEPT THAT PRIOR TO THE STOCKHOLDER
MEETING, THE BOARD OF DIRECTORS OF I-LINK SHALL BE PERMITTED TO WITHDRAW, AMEND
OR MODIFY ITS RECOMMENDATION (OR ANNOUNCE PUBLICLY ITS INTENTION TO DO SO) BUT