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Exhibit 2.1
SHARE OFFER AND LOCK-UP AGREEMENT
BY AND BETWEEN
GREENHOLD GROUP, INC.
(A Florida Corporation)
AND
ONLINE SERVICES OF MIAMI, INC.
(A Florida Corporation)
THIS SUBSCRIBER PURCHASE 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 OF MIAMI, INC., a Florida corporation (hereinafter sometimes referred
to as "MIAMI").
WHEREAS, GREENHOLD and MIAMI wish to enter into a purchase offer
agreement under the terms and conditions as hereinafter set forth; and
WHEREAS, MIAMI is willing to sell its subscribers and have its
shareholders 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
purchase of subscribers;
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
MIAMI shall be as follows:
(1) At the effective date of this Agreement, for each share of MIAMI
stock owned by a stockholder, that stockholder shall be offered 2.8301899 shares
of GREENHOLD. Fractional shares shall not be issued. If the number of GREENHOLD
shares to be received by a stockholder as offered for his/her MIAMI stock shall
result in a fraction of a share being less than 0.50 (for example, a stockholder
owing thirty-eight (38) shares of MIAMI would receive 107.54721 shares of
GREENHOLD stock), the shares transferred to that stockholder shall be rounded to
an even number of shares. (In the example above, the MIAMI stockholder would be
offered one hundred eight (108) share of GREENHOLD stock.)
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(2) All shares of GREENHOLD conveyed to the stockholders of MIAMI shall
be delivered as fully paid and nonassessable shares.
(3) All shares of GREENHOLD as delivered to the stockholders of MIAMI
shall bear 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: LOCK-UP PROVISIONS
Upon such time as the stockholders of MIAMI 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 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.
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ARTICLE IV: 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.
ARTICLE V: 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.
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ARTICLE VI: 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 VII: 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 VIII: 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.
ARTICLE IX: 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 X: 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.
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ARTICLE XI: 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 day of , 20 .
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ATTEST: GREENHOLD GROUP, INC.
By:
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Secretary President
ATTEST: ONLINE SERVICES OF MIAMI, INC.
By:
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Secretary President
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EXHIBIT "A"
STOCKHOLDER'S CONSENT TO THE
SHARE OFFER AND LOCK-UP AGREEMENT
BY AND BETWEEN
GREENHOLD GROUP, INC.
AND
ONLINE SERVICES OF MIAMI, INC.
The following persons, comprising all of the stockholders of the
above-referenced corporations, do hereby consent to the above-referenced
Agreement dated ____ of ____________, 20___, 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 OF MIAMI, INC.
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