STOCK ACQUISITION AND EXCHANGE
AGREEMENT
This Agreement is made as of April 15, 2000 by an among the following
Parties:
X-Xxxx.xxx, Inc., a Nevada corporation, formerly called Wasatch
International Corp., with its principal office in Coral Springs, Florida and
referred to herein as "EPWN", and,
Interactive Marketing Technology, Inc., a Nevada corporation, with its
principal office in Hollywood, California and referred to herein as "IAMK",
and,
Xxxxx Xxxx, a resident of California, who is a shareholder of IAMK and
the President and CEO of IAMK.
RECITALS
WHEREAS, EPWN is a diversified internet services company with
multi-dimensional capabilities as a portal, e-commerce software and program
developer, and with online auction and marketing expertise which desires to
expand its business interests through strategic alliances and investment; and
WHEREAS, IAMK is a diversified marketing and product development company
with expertise in all forms of direct and retail marketing; and
WHEREAS, IAMK and EPWN desire to promote the strategic alliance between
EPWN and IAMK by EPWN acquiring 51% of the issued and outstanding shares of
IAMK as provided herein; and,
WHEREAS, Xxxxx Xxxx has agreed to exchange certain of his shares of IAMK
for shares of EPWN as part of the acquisition by EPWN of the 51% interest in
IAMK and to continue to serve as President of IAMK; and
WHEREAS, the Board of Directors of EPWN has approved this transaction and
has performed its due diligence to confirm the intent of EPWN to close the
transaction, and it will recommend acceptance of the transaction.
NOW, THEREFORE, in consideration for the promises and actions to be taken
as provided herein, EPWN, IAMK and Xxxxx Xxxx individually, agree as follows:
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1. Basic Transaction. EPWN will acquire in the approximately 51% of the
issued and outstanding shares of common stock of IAMK as of the Closing Date,
on a fully diluted basis. The transaction will be structured in a way
acceptable to the Boards of each company which will allow for the most tax
efficient basis for the shareholders and the companies. The transaction will
include the following terms and conditions:
a. EPWN will exchange 3,000,000 shares of its common stock with
Xxxxx Xxxx for 3,000,000 shares of IAMK held by him. Xxxxx Xxxx will have the
benefits of ownership of the EPWN shares which attach and accrue as of the
date of this Agreement.
b. EPWN will acquire shares of common stock of IAMK from IAMK
sufficient to provide to EPWN a 51% interest in all of the IAMK common stock
on a fully diluted basis. The total shares which represent 51% of the issued
and outstanding shall include the shares acquire by EPWN in 1.a, above. The
difference between the 51% number and the 3,000,000 share block shall be the
"IAMK Block."
c. For purposes of determining the exact number of shares in
this transaction, the Parties agree that IAMK will issue 20,000,000 shares of
its common restricted shares to EPWN in exchange for 5,000,000 shares of EPWN
common restricted shares. Value shall be determined concerning the share
exchange by using the average closing bid price for the past ten trading days
immediately preceding the date of this agreement.
2. Corporate Governance. The post-closing board of IAMK shall be
reorganized to provide that directors nominated by EPWN shareholders shall
form the majority of the directors.
3. Representations and Warranties. EPWN and IAMK represent and warrant
the following;
a. Each Party is familiar with the business and affairs of the
other Party, and each Party has had the opportunity to ask any question of the
officers of the other that the Party deems necessary for the purpose of making
an informed investment recommendation.
b. Each Party understands and has conducted an independent
review evaluating the merits and risks of an investment in the shares of EPWN
and IAMK, including the tax consequences of the exchange and investment.
c. Each Party understands that no agency has rendered any finding
relating to the fairness of the transaction.
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4. Registration Rights. The shares of EWPN and IAMK and the
transactions in the shares offered for the exchange provided in this Agreement
will be registered with the Securities & Exchange Commission and the
appropriate blue sky authority. EPWN and IAMK will use its best efforts to
effect the registration under the Securities Act. All costs will be paid by
the issuer, but any selling costs will be borne by the selling shareholder.
5. Pre-Closing Covenants. The Parties agree as follows with respect to
the period between the execution of this Agreement and the Closing:
a. Each of the Parties will use its reasonable best efforts to
take all action and to do all things necessary in order to consummate and make
effective the transactions contemplated by this Agreement. IAMK agrees to
submit the acquisition to a vote of its shareholders at a Special Shareholder
Meeting set as soon as practicable.
b. EPWN will cause its shareholders to vote to approve the
transaction by consent and through a proxy statement filed for action as soon
as practicable.
c. EPWN and IAMK will not take any action or enter into any
transaction outside the ordinary course of business for the respective
company.
d. EPWN and IAMK shall grant to representatives of each
company full access at all reasonable times to their books, records, property
and personnel for the purpose of concluding a due diligence review.
e. None of the Parties will solicit, initiate, or encourage
the submission of any proposal or offer from any person not a party to this
Agreement relating to the acquisition and exchange contemplated by this
Agreement.
f. No Party shall issue any press release or make any public
announcement relating to the subject matter of this Agreement without the
written approval of the other Party.
6. Conditions to Obligation to Close. The obligation of any Party to
consummate the transactions to be performed by it in connection with the
Closing is subject to satisfaction of the following conditions:
a. The representations and warranties contained in a
definitive agreement entered into between the parties that shall be submitted
in the proxy statement shall be true and correct in all material respects as
of the Closing.
b. All actions have been taken by each Party in connection
with the consummation of the transactions contemplated hereby and all
certificates, opinions, instruments and other documents required to effect
the transactions are satisfactory in form and substance to the Parties.
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c. The Board of Directors of IAMK and EPWN and their respective
counsel have approved the transaction.
d. Each company shall be current in its filings with the
Securities & Exchange Commission and other regulatory agencies.
7. Closing. The closing of the transactions contemplated by this
Agreement shall take place in the offices of in Coral Springs, Florida or such
other place as the Parties may agree. The closing shall occur as soon a
practicable after the approval of the transaction by the shareholders of both
companies.
8. Post Closing Covenants. At or immediately following the Closing,
EPWN will take the following action to support IAMK and its management and
shareholders;
a. Within 90 days of the Closing, EPWN and IAMK shall make
arrangements to have up to $5,000,000 of new capital funded to IAMK of which
$1,000,000 shall be funded upon closing. EPWN shall make available to IAMK
1,000,000 shares of it's common stock for funding purposes,
b. EPWN shall issue to each shareholder of IAMK a stock
dividend of two shares of Xxxxxxxxxxx.xxx, Inc. stock for each share of IAMK
that is held as of April 18, 2000. These Xxxxxxxxxxx.xxx, Inc. shares will
have the exact same registration rights as all other shares of
Xxxxxxxxxxx.xxx.
c. IAMK shall enter into a employment agreement with Xxxxx
Xxxx which will provide compensation and incentives if IAMK and
Xxxxxxxxxxx.xxx achieves the growth and profitability goals set in the
company's business plans. This agreement shall be mutually agreed to by Xx.
Xxxx and the Board of EPWN.
d. Xxxxx Xxxx will be named the Chairman of Xxxxxxxxxxx.xxx,
Inc. which will be responsible for the overall marketing support to the Ubuy
group of companies.
e. In the event that it is the decision of the board of IAMK
and/or EPWN, to reverse or forward split the shares of IAMK, all warrants and
option of IAMK will be split at the same ratio as the common stock and the
____ price of the IAMK options/warrants will be adjusted at the same ratio as
the common stock split.
9. Expenses and Brokers. Each Party shall bear his or its own costs and
fees incurred in connection with this Agreement. No Party has an obligation
to pay any broker or finder in connection with the transaction associated with
he exchange of shares.
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10. ________________________. This agreement _________ the _______
agreement among the Parties and Supersedes ____ _____ _______ ____________ and
_________________ oral or written, to the extent that they may relate to the
________ of the Agreement. The Parties agree that each will provide _______
_______________ ________ ___________ agreements which may be necessary to
close the transaction contemplated and __________ ______ ________ at the
Closing and after the Closing.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date ____ written above,
X-XXXX.XXX, INC. INTERACTIVE MARKETING TECHNOLOGY, INC.
/s/ X. Xxxxxxxx /s/ Xxxxx Xxxx
By: _________________________ By: ______________________________
Xx Xxxxxxxx, Chairman Xxxxx Xxxx, President
/s/ Xxxxx Xxxx
_________________________________
Xxxxx Xxxx, Individually
