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Exhibit 2.3
SHARE OFFER AND LOCK-UP AGREEMENT
BY AND BETWEEN
GREENHOLD GROUP, INC.
(A Florida Corporation)
AND
ONLINE SERVICES USA, INC.
(A Florida Corporation)
THIS SHARE OFFER AND LOCK-UP AGREEMENT (hereinafter sometimes referred
to as the "Agreement"), by and between GREENHOLD GROUP, INC., a Florida
corporation (hereinafter sometimes referred to as "GREENHOLD"), and ONLINE
SERVICES USA, INC., a Florida corporation (hereinafter sometimes referred to as
"ONLINE").
WHEREAS, GREENHOLD and ONLINE wish to enter into a share offer
agreement under the terms and conditions as hereinafter set forth; and
WHEREAS, the shareholders of ONLINE are willing to enter into a lock-up
agreement pertaining to the disposition of the shares of common stock they will
receive in GREENHOLD as a result of the shares to be exchanged;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, receipt of which
is hereby acknowledged, it is mutually agreed by and between the parties to this
Agreement as follows:
ARTICLE I: MANNER AND RATE OF OFFER OF SHARES
The manner and basis of offering shares of GREENHOLD with the shares of
ONLINE shall be as follows:
(1) At the effective date of this Agreement, for each share of ONLINE
stock owned by a stockholder, that stockholder shall be offered 1.73 (One
hundred and seventy three Percent) of a share of stock of GREENHOLD. Fractional
shares shall not be issued. If the number of GREENHOLD shares to be received by
a stockholder as offered for his or her ONLINE stock shall result in a fraction
of a share being less than 0.50 (for example, a stockholder owning thirty-eight
(38) shares of ONLINE who would receive 15.20 shares of GREENHOLD stock), the
shares transferred to that stockholder shall be rounded down to an even number
of shares (in the example above, the ONLINE stockholder would be offered fifteen
(15) shares of GREENHOLD stock). If the
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fractional shares to be offered to the ONLINE stockholder shall be a fraction of
0.50 or above, that fractional share shall be rounded up to the next higher even
number of shares (for example, a stockholder owning 32 shares of ONLINE stock
would be offered 12.80 unadjusted shares of GREENHOLD stock, which would be
adjusted to 13 shares).
(2) All shares of GREENHOLD as offered to the stockholders of ONLINE
shall be offered as fully paid and nonassessable shares.
(3) All shares of GREENHOLD as offered to the stockholders of ONLINE
shall be offered bearing a restrictive legend in substantially the following
form:
No sale, offer to sell, or transfer of the shares represented
by this certificate shall be made unless a registration state-
ment under the Federal Securities Act of 1933, as amended,
with respect to such shares, is then in effect or an exemp-
tion from the registration requirements of said Act is then in
fact applicable to said shares.
ARTICLE II: EFFECTIVE TIME
The effective time of this Agreement shall be such time as
(1) This Agreement has been executed by the parties hereto; and
(2) All stockholders of both corporations have executed Exhibit "A"
attached hereto and incorporated into this Agreement.
ARTICLE III: EFFECT OF SHARE OFFERING
Upon such time as the shares in ONLINE have been submitted/offered in
properly and legally negotiable form to GREENHOLD and shares of GREENHOLD have
been offered/issued, as provided herein, to the stockholders of ONLINE, ONLINE
shall continue to exist as a Florida corporation, being a wholly-owned
subsidiary of GREENHOLD. ONLINE shall continue to be responsible and liable for
all the liabilities and obligations as may have existed at the effective date of
this Agreement and thereafter.
ARTICLE IV: LOCK-UP PROVISIONS
Upon such time as the stockholders of ONLINE are entitled to receive
their shares of GREENHOLD under the share offering as provided herein, those
stockholders hereby agree that the certificates issued on their behalf shall be
deposited with Xxxx X. Xxxxxx, Esq. and retained subject to the following
lock-up provisions. Specifically, each such stockholder hereby agrees during the
Lock-Up Period, as hereinafter defined, that he or
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she shall not directly or indirectly take any action designed to, or that may
reasonably be expected to cause or result in the stabilization or manipulation
of the price of any security of GREENHOLD to facilitate the sale or resale of
the stock owned by that stockholder; or take any action whatsoever that would be
intended as a transfer of that stockholder's share(s) in GREENHOLD in any direct
or indirect fashion whatsoever, recognizing that the share certificate is being
held under this Agreement by GREENHOLD. In the event that GREENHOLD shall secure
the services of an independent transfer agent during the tenure of this
Agreement, the stockholder agrees and consents to the entry of stop-transfer
instructions with GREENHOLD's transfer agent against the transfer of these
shares held by the stockholder, except in compliance with this Agreement.
ARTICLE V: LOCK-UP PERIOD DEFINED
It is agreed and understood by the stockholders who will be entitled to
GREENHOLD shares under this Agreement that the Lock-Up Period shall be defined
and shall operate as follows:
(1) During the first twelve (12) months commencing form the Effective
Date of this Agreement, there shall be no sale of the shares of GREENHOLD.
(2) Commencing with the thirteenth (13th) and continuing through the
thirty-second (32nd) month, if a stockholder so desires and indicates to Xxxx X.
Xxxxxx, Esq. his or her desire to sell, then Xxxx X. Xxxxxx, Esq. shall sell on
the public market, if such a market exists for this stock, five percent (5%) of
the number of shares owned by that stockholder, and shall continue to sell five
percent (5%) of those shares each month thereafter until otherwise notified by
the stockholder. If a stockholder shall elect, starting with the 13th month, not
to have his or her shares sold for a particular month, that stockholder shall
notify Xxxx X. Xxxxxx, Esq. prior to the first (1st) day of the month of sale
that the shares are not to be sold, and in such case, a certificate for that
five percent (5%) of that stockholder's shares shall be issued and delivered to
him or her, as the case may be, on the 5th day of the month following. In the
case of any sales of stock, Xxxx X. Xxxxxx, Esq. shall have the responsibility
of disbursing the net sale proceeds (without interest) to the stockholder on the
fifth day of the month following.
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ARTICLE VI: CHANGE OF CONTROL
If GREENHOLD experiences a change of control, which, for the purpose of
this Agreement is defined as a sale of all or substantially all of its assets to
another Person (as defined below), or a merger or similar transaction which is
effected in such a way that GREENHOLD is not the surviving entity or shares of
its stock are to be cancelled in exchange for value (for purposes of this
Agreement, "Person" shall mean an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, or an unincorporated
organization and/or a governmental department or agency), then GREENHOLD agrees
to release all shares held under the Lock-Up arrangement and distribute those
shares to the owners thereof.
ARTICLE VII: REPRESENTATIONS AND WARRANTIES
Each corporation being a party to this Agreement represents and
warrants that it has the full power and authority to enter into this Agreement
and likewise, each stockholder executing Exhibit "A" attached hereto represents
and warrants that he or she has full power and authority to enter into this
Agreement and further agrees to execute any additional documents necessary or
desirable in connection with the enforcement hereof.
ARTICLE VIII: GOVERNING LAW
This Agreement is to be construed and enforced under the laws of the
State of Florida and the laws of the State of Florida shall govern all issues
and questions concerning this Agreement, and the exclusive venue for any action
arising under this Agreement shall be Miami-Dade County, Florida.
ARTICLE IX: ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties
hereto pertaining to the subject matter hereof. There are no warranties,
representations or other agreements between the parties in connection with the
subject matter hereof, except as specifically set forth or referred to herein.
No amendment, waiver or termination of this Agreement shall be binding unless
executed in writing by the party to be bound thereby. No waiver of any provision
of this Agreement shall be deemed or shall constitute a waiver of any other
provision, nor shall any such waiver constitute a continuing waiver, unless
otherwise expressly provided.
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ARTICLE X: SEVERABILITY
In case any provision in this Agreement shall be held invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions hereof will not in any way be affected or impaired thereby.
ARTICLE XI: THIRD-PARTY BENEFICIARIES
Each party hereto intends that this Agreement shall not benefit or
create any right or cause of action in or on behalf of any Person other than the
parties.
ARTICLE XII: COUNTERPARTS
This Agreement may be executed in any number of counterparts, and each
counterpart shall constitute an original instrument, but all of which taken
together shall constitute only and one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
this 21st day of December, 2000.
ATTEST: GREENHOLD GROUP, INC.
BY: /s/ Xxxx X. Xxxxxx
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SECRETARY PRESIDENT
ATTEST: ONLINE SERVICES USA, INC.
BY:
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SECRETARY PRESIDENT
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EXHIBIT "A"
STOCKHOLDERS' CONSENT TO THE
SHARE OFFER AND LOCK-UP AGREEMENT
BY AND BETWEEN
GREENHOLD GROUP, INC. AND ONLINE SERVICES USA, INC.
The following persons, comprising all of the stockholders of the
above-referenced corporations, do hereby consent to the above-referenced
Agreement dated 21st December, 2000, and agree to abide by its terms and
conditions.
GREENHOLD GROUP, INC.
Signature of Stockholder & Date of Execution Number of Shares Owned
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ONLINE SERVICES USA, INC.
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