EXHIBIT 2.2
STOCK PURCHASE AGREEMENT
------------------------
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered
into this ____ day of __________, 2001, effective as of December 31, 2000, by
and among CYBERADS, INC., a Florida corporation (hereinafter referred to as
"Cyber"), XXXXX XXXXXXXX, the principal shareholder of IDS Cellular, Inc.
("Xxxxxxxx") and the shareholders of IDS Cellular, Inc. identified on the
signature page hereto, constituting all of the shareholders of IDS Cellular,
Inc. (hereinafter collectively with Xxxxxxxx referred to as the "IDS
Shareholders").
RECITALS:
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A. The IDS Shareholders own all of the issued and outstanding shares of
the capital stock of IDS Cellular, Inc. ("IDS").
B. Cyber desires to acquire all of the issued and outstanding capital
stock of IDS, making IDS a wholly-owned subsidiary of Cyber, and the IDS
Shareholders desire to exchange all of their shares of IDS's capital stock for
authorized but unissued shares of Common Stock, par value $.001 per share (the
"Common Stock") of Cyber as hereinafter provided.
C. It is the intention of the parties hereto that: (i) Cyber shall
acquire all of the issued and outstanding capital stock of IDS in exchange
solely for the consideration set forth below (the "Exchange"); (ii) the Exchange
shall qualify as a transaction in securities exempt from registration or
qualification under the Securities Act of 1933, as amended, and under the
applicable securities laws of each jurisdiction where the IDS Shareholders
reside, and (iii) the Exchange qualify as a "tax-free" transaction within the
meaning of Section 368 of the Internal Revenue Code of 1986.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained in this Agreement, the parties hereto
agree as follows:
SECTION 1. PURCHASE OF SHARES
------------------------------
1.1 Acquisition of Shares. Cyber and the IDS Shareholders hereby agree
that the IDS Shareholders shall, on the Closing Date (as hereinafter defined),
exchange an aggregate of 1,000,000 shares of the Common Stock of IDS, which
constitute all of the issued and outstanding shares of capital stock of IDS (the
"IDS Shares") and, in exchange therefor, Cyber shall issue to the IDS
Shareholders an aggregate of 7,500,000 Shares of Cyber's Common Stock (the
"Cyber Shares"). The allocation of the Cyber Shares to the IDS Shareholders is
set forth on Exhibit A hereto.
1.2 Delivery of IDS Shares. On the Closing Date, the IDS Shareholders
will deliver to Cyber the certificates representing the IDS Shares, duly
endorsed for transfer (or with executed stock powers) so as to make Cyber the
sole owner thereof. Simultaneously, Cyber will deliver certificates representing
the Cyber Shares to the IDS Shareholders.
1.3 Investment Intent. The Cyber Shares have not been registered under
the Securities Act of 1933, as amended (the "Act"), and may not be resold unless
the Cyber Shares are registered under the Act or an exemption from such
registration is available. The IDS Shareholders represent and warrant that each
of them is acquiring the Cyber Shares for his, her or its own account, for
investment, and not with a view to the sale or distribution of the Cyber Shares.
Each certificate representing the Cyber Shares will have a legend thereon
incorporating language as follows:
"The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended (the "Act") or any state
securities laws. The shares have been acquired for investment and may
not be sold or transferred in the absence of an effective Registration
Statement for the shares under the Act unless in the opinion of counsel
satisfactory to the Company, registration is not required under the Act
or any applicable state securities laws."
SECTION 2. REPRESENTATIONS AND WARRANTIES OF XXXXXXXX AND IDS SHAREHOLDERS
---------------------------------------------------------------------------
Xxxxxxxx and the IDS Shareholders hereby represent and warrant as
follows (except that with respect to the IDS Shareholders other than Xxxxxxxx,
such representations and warranties shall be to the best of their knowledge
other than with respect to Section 2.2 below):
2.1 Organization and Good Standing. IDS is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Florida, and is entitled to own or lease its properties and to carry on its
business as and in the places where such properties are now owned, leased or
operated and such business is now conducted. IDS is qualified to do business as
a foreign corporation in each jurisdiction, if any, in which its property or
business requires such qualification. IDS does not have any subsidiaries.
2.2 Ownership of IDS Shares and Authorization of Agreement. Each of the
IDS Shareholders represents that he is the sole owner of record and beneficially
owns all of the shares of capital stock of IDS attributed to him on Exhibit A
hereto, all of which shares are owned free and clear of all rights, claims,
liens and encumbrances, and have not been sold, pledged, assigned or otherwise
transferred except pursuant to this Agreement. There are no outstanding
subscriptions, rights, options, warrants or other agreements obligating either
IDS or the IDS Shareholders to issue, sell or transfer any stock or other
securities of IDS. Each of the IDS Shareholders have the power to enter into
this Agreement and to
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carry out the obligations hereunder. This Agreement has been duly executed by
each IDS Shareholder and constitutes the valid and binding obligation of each
IDS Shareholder and is enforceable against each IDS Shareholder in accordance
with its terms.
2.3 Financial Statements, Books and Records. There has been previously
delivered to Cyber unaudited financial information ("Financial Information") of
IDS as at December 31, 2000. The Financial Information fairly represents the
financial position of IDS as at such date.
2.4 No Material Adverse Changes. Since the date of the Financial
Information there has not been:
(i) any material adverse change in the assets, operations,
condition (financial or otherwise) or prospective business of IDS;
(ii) any damage, destruction or loss materially affecting the
assets, prospective business, operations or condition (financial or otherwise)
of IDS, whether or not covered by insurance;
(iii) any declaration, setting aside or payment of any
dividend or distribution with respect to any redemption or repurchase of IDS's
capital stock;
(iv) any sale of an asset (other than in the ordinary course
of business) or any mortgage or pledge by IDS of any properties or assets; or
(v) adoption of any pension, profit sharing, retirement, stock
bonus, stock option or similar plan or arrangement.
2.5 Compliance with Laws. IDS has complied with all federal, state,
county and local laws, ordinances, regulations, inspections, orders, judgments,
injunctions, awards or decrees applicable to it or its business which, if not
complied with, would materially and adversely affect the business of IDS.
2.6 No Breach. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby will not:
(i) violate any provision of the Charter or By-Laws of IDS;
(ii) violate, conflict with or result in the breach of any of
the terms of, result in a material modification of, otherwise give any other
contracting party the right to terminate, or constitute (or with notice or lapse
of time or both constitute) a default under, any contract or other agreement to
which IDS is a party or by or to which it or any of its assets or properties may
be bound or subject;
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(iii) violate any order, judgment, injunction, award or decree
of any court, arbitrator or governmental or regulatory body against, or binding
upon, IDS, or upon the properties or business of IDS; or
(iv) violate any statute, law or regulation of any
jurisdiction applicable to the transactions contemplated herein which could have
a materially adverse effect on the business or operations of IDS.
2.7 Actions and Proceedings. There is no outstanding order, judgment,
injunction, award or decree of any court, governmental or regulatory body or
arbitration tribunal against or involving IDS. There is no action, suit or claim
or legal, administrative or arbitral proceeding or (whether or not the defense
thereof or liabilities in respect thereof are covered by insurance) bankruptcy,
criminal, civil or regulatory proceeding pending or threatened against or
involving IDS or any of its properties, assets or shares of Common Stock. Except
as set forth on Schedule 2.7, there is no fact, event or circumstances that may
give rise to any suit, action, claim, investigation or proceeding.
2.8 Brokers or Finders. No broker's or finder's fee will be payable by
IDS in connection with the transaction contemplated by this Agreement, nor will
any such fee be incurred as a result of any actions by IDS or the IDS
Shareholders.
2.9 Real Estate. IDS neither owns real property nor is a party to any
leasehold agreement.
2.10 Assets. IDS has full title and interest in all machinery,
equipment, furniture, leasehold improvements, fixtures, vehicles, structures,
owned by IDS, any related capitalized items or other tangible property material
to the business of IDS (the "Assets"). IDS holds all rights, title and interest
in all the Assets owned by it as disclosed on the Financial Information or
acquired by it after the date of the Financial Information free and clear of all
liens, pledges, mortgages, security interests, conditional sales contracts or
any other encumbrances. All of the Assets are in good working order. As to any
Assets that are leased, IDS is in compliance with the material terms of all
leases to which it is a party.
2.11 Liabilities. IDS does not have any material direct or indirect
indebtedness, liability, claim, loss, damage, deficiency, obligation or
responsibility, known or unknown, fixed or unfixed, liquidated or unliquidated,
secured or unsecured, accrued or absolute, contingent or otherwise, (all of the
foregoing collectively defined to as "Liabilities"), which were not fully,
fairly and adequately reflected on the Financial Information. As of the Closing
Date, IDS will not have any Liabilities, other than Liabilities fully and
adequately reflected on the Financial Information, except for Liabilities
incurred in the ordinary course of business.
2.12 Operations of IDS. From the date of the Financial Information and
through the Closing Date hereof IDS has not and will not have:
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(i) incurred any indebtedness for borrowed money;
(ii) declared or paid any dividend or declared or made any
distribution of any kind to any shareholder, or made any direct or indirect
redemption, retirement, purchase or other acquisition of any shares in its
capital stock;
(iii) made any material loan or advance to any shareholder,
officer, director, employee, consultant, agent or other representative or made
any other material loan or advance otherwise than in the ordinary course of
business;
(iv) except in the ordinary course of business, incurred or
assumed any material indebtedness or liability (whether or not currently due and
payable);
(v) disposed of any assets of IDS except in the ordinary
course of business; or
(vi) issued any equity securities or rights to acquire such
equity securities.
2.13 Capitalization. The authorized capital stock of IDS consists of
1,000,000 shares of common stock of which 1,000,000 shares are presently issued
and outstanding. Such shares are owned of record and beneficially by the persons
and in the amounts reflected in Exhibit A. Neither IDS nor the IDS Shareholders
have granted, issued or agreed to grant, issue or make available any warrants,
options, subscription rights or any other commitments of any character relating
to the issued or unissued shares of capital stock of IDS. All of the IDS Shares
are duly authorized and validly issued, fully paid and non-assessable.
2.14 Intellectual Property.
(i) Except to the extent that the inaccuracy of any of the
following (or the circumstances giving rise to such inaccuracy) does not have or
could not reasonably be expected to have a material adverse effect:
(A) IDS owns, or is licensed or otherwise has the
legally enforceable right to use (in each case, clear of any liens or
encumbrances of any kind), all Intellectual Property (as hereinafter defined)
used in or necessary for the conduct of its business as currently conducted;
(B) no claims are pending or, to the best knowledge
of IDS, threatened that IDS or any of its subsidiaries is infringing on or
otherwise violating the rights of any person with regard to any Intellectual
Property used by, owned by, and/or licensed to IDS, and to the best knowledge of
IDS, there are no valid grounds for any such claims;
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(C) to the best knowledge of IDS, no person is
infringing on or otherwise violating any right of IDS with respect to any
Intellectual Property owned by and/or licensed to IDS;
(D) to the best knowledge of IDS, there are no valid
grounds for any claim challenging the ownership or validity of any Intellectual
Property owned by IDS or challenging IDS's license or legally enforceable right
to use any Intellectual Property licensed by it; and
(E) to the best knowledge of IDS, all patents,
registered trademarks, service marks, and copyrights held by IDS are valid and
subsisting.
(ii) For purposes of this Agreement, "Intellectual Property"
means trademarks (registered or unregistered), service marks, brand names,
certification marks, trade dress, assumed names, trade names, and other
indications of origin, the goodwill associated with the foregoing and
registrations in any jurisdiction of, and applications in any jurisdiction to
register, the foregoing, including any extension, modification or renewal of any
such registration or application; inventions, discoveries and ideas, whether
patented, patentable, or not in any jurisdiction; trade secrets and confidential
information and rights in any jurisdiction to limit the use or disclosure
thereof by any person; writings and other works of authorship, whether
copyrighted, copyrightable, or not in any jurisdiction; registration or
applications for registration of copyrights in any jurisdiction, and any
renewals or extensions thereof; any similar intellectual property or proprietary
rights and computer programs and software (including source code, object code,
and data); licenses, immunities, covenants not to xxx, and the like relating to
the foregoing; and any claims or causes of action arising out of or related to
any infringement or misappropriation of any of the foregoing.
(iii) Exhibit B sets forth a list of all the Intellectual
Property of IDS and domain names owned by IDS.
2.15 Taxes. All required tax returns or federal, state, county,
municipal, local, foreign and other taxes and assessments have been properly
prepared and filed by IDS for all years for which such returns are due unless an
extension for filing any such return has been properly prepared and filed. Any
and all federal, state, county, municipal, local, foreign and other taxes,
assessments, including any and all interest, penalties and additions imposed
with respect to such amounts have been paid or provided for. The provisions for
federal and state taxes reflected in the IDS Financial Information are adequate
to cover any such taxes that may be assessed against IDS in respect of its
business and its operations during the periods covered by the IDS Financial
Information and all prior periods.
2.16 Full Disclosure. No representation or warranty by the IDS
Shareholders in this Agreement or in any document or schedule to be delivered by
them pursuant hereto, and no written statement, certificate or instrument
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furnished or to be furnished to Cyber pursuant hereto or in connection with the
negotiation, execution or performance of this Agreement contains or will contain
any untrue statement of a material fact or omits or will omit to state any fact
necessary to make any statement herein or therein not materially misleading or
necessary to a complete and correct presentation of all material aspects of the
businesses of IDS.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF CYBER
---------------------------------------------------
Cyber hereby represents and warrants to the IDS Shareholders as
follows:
3.1 Organization and Good Standing. Cyber is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Florida, and is entitled to own or lease its properties and to carry on its
business as and in the places where such properties are now owned, leased, or
operated and such business is now conducted. The authorized capital stock of
Cyber consists of 20,000,000 shares of Common Stock, par value $.001 per share,
of which 5,934,777 shares are presently issued and outstanding. Cyber is duly
licensed or qualified and in good standing as a foreign corporation where the
character of the properties owned by Cyber or the nature of the business
transacted by it make such license or qualification necessary.
3.2 The Cyber Shares. The Cyber Shares to be issued to the IDS
Shareholders have been or on or prior to the Closing will have been duly
authorized by all necessary corporate and shareholder actions and, when so
issued in accordance with the terms of this Agreement, will be validly issued,
fully paid and non-assessable.
3.3 Financial Statements, Books and Records. The audited balance sheet
of Cyber as of August 31, 2000, ("Balance Sheet") and statements of operations
for the periods then ended previously delivered to IDS were prepared in
accordance with generally accepted accounting principles applied on a consistent
basis with prior periods, and such financial statements fairly represent the
financial position of Cyber as at such dates and the results of its operations
for the periods then ended.
3.4 No Material Adverse Changes. Since August 31, 2000, there has not
been:
(i) any material adverse change in the assets, operations,
condition (financial or otherwise) or prospective business of Cyber;
(ii) any damage, destruction or loss materially affecting the
assets, prospective business, operations or condition (financial or otherwise)
of Cyber, whether or not covered by insurance;
(iii) any declaration, setting aside or payment of any
dividend or distribution with respect to any redemption or repurchase of Cyber's
capital stock;
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(iv) any sale of an asset (other than in the ordinary course
of business) or any mortgage or pledge by Cyber of any properties or assets; or
(v) adoption of any pension, profit sharing, retirement, stock
bonus, stock option or similar plan or arrangement.
3.5 Compliance with Laws. Cyber has complied with all federal, state,
county and local laws, ordinances, regulations, inspections, orders, judgments,
injunctions, awards or decrees applicable to their businesses which, if not
complied with, would materially and adversely affect the business of Cyber or
the trading market for the shares of Cyber's Common Stock.
3.6 No Breach. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby will not:
(i) violate any provision of the Articles of Incorporation or
By-Laws of Cyber;
(ii) violate, conflict with or result in the breach of any of
the terms of, result in a material modification of, otherwise give any other
contracting party the right to terminate, or constitute (or with notice or lapse
of time or both constitute) a default under, any contract or other agreement to
which Cyber is a party or by or to which it or any of its assets or properties
may be bound or subject;
(iii) violate any order, judgment, injunction, award or decree
of any court, arbitrator or governmental or regulatory body against, or binding
upon, Cyber or upon the securities properties or business of Cyber; or
(iv) violate any statute, law or regulation of any
jurisdiction applicable to the transactions contemplated herein.
3.7 Actions and Proceedings. There is no outstanding order, judgment,
injunction, award or decree of any court, governmental or regulatory body or
arbitration tribunal against or involving Cyber. There is no action, suit or
claim or legal, administrative or arbitral proceeding or (whether or not the
defense thereof or liabilities in respect thereof are covered by insurance)
bankruptcy, criminal, civil or regulatory proceeding pending or threatened
against or involving Cyber or any of its properties or assets.
3.8 Brokers or Finders. No broker's or finder's fee will be payable by
Cyber in connection with the transaction contemplated by this Agreement, nor
will any such fee be incurred as a result of any actions by Cyber.
3.9 Liabilities. Cyber does not have any direct or indirect
indebtedness, liability, claim, loss, damage, deficiency, obligation or
responsibility, known or unknown, fixed or unfixed, liquidated or unliquidated,
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secured or unsecured, accrued or absolute, contingent or otherwise including,
without limitation, any liability on account of taxes, any other governmental
charge or lawsuit (all of the foregoing collectively defined to as
"Liabilities"), which were not fully, fairly and adequately reflected on the
August 31, 2000 Balance Sheet. As of the Closing Date, Cyber will not have any
Liabilities, other than Liabilities fully and adequately reflected on the August
31, 2000 Balance Sheet, except for Liabilities incurred in the ordinary course
of business.
3.10 Operations of Cyber. Since August 31, 2000, and through the
Closing Date hereof, Cyber has not and will not have:
(i) incurred any indebtedness for borrowed money;
(ii) declared or paid any dividend or declared or made any
distribution of any kind to any shareholder, or made any direct or indirect
redemption, retirement, purchase or other acquisition of any shares in its
capital stock;
(iii) made any loan or advance to any shareholder, officer,
director, employee, consultant, agent or other representative or made any other
loan or advance otherwise than in the ordinary course of business;
(iv) except in the ordinary course of business, incurred or
assumed any indebtedness or liability (whether or not currently due and
payable);
(v) disposed of any assets of Cyber except in the ordinary
course of business; or
(vi) issued any equity securities or rights to acquire such
equity securities except as contemplated by the Agreement or under Cyber's
Confidential Term Sheet dated July 12, 2000.
3.11 Authority to Execute and Perform Agreements. Cyber has the full
legal right and power and all authority and approval required to enter into,
execute and deliver this Agreement and to perform fully its obligations
hereunder. This Agreement has been duly executed and delivered and is the valid
and binding obligation of Cyber enforceable in accordance with its terms, except
as may be limited by bankruptcy, moratorium, insolvency or other similar laws
generally affecting the enforcement of creditors' rights. The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby and the performance by Cyber of this Agreement, in accordance with its
respective terms and conditions will not:
(i) require the approval or consent of any governmental or
regulatory body, the shareholders of Cyber, or the approval or consent of any
other person;
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(ii) conflict with or result in any breach or violation of any
of the terms and conditions of, or constitute (or with any notice or lapse of
time or both would constitute) a default under, any order, judgment or decree
applicable to Cyber, or any instrument, contract or other agreement to which
Cyber is a party or by or to which Cyber is bound or subject; or
(iii) result in the creation of any lien or other encumbrance
on the assets or properties of Cyber.
3.12 Full Disclosure. No representation or warranty by Cyber in this
Agreement or in any document or schedule to be delivered by it pursuant hereto,
and no written statement, certificate or instrument furnished or to be furnished
to IDS or the IDS Shareholders pursuant hereto or in connection with the
execution or performance of this Agreement contains or will contain any untrue
statement of a material fact or omits or will omit to state any fact necessary
to make any statement herein or therein not materially misleading or necessary
to a complete and correct presentation of all material aspects of the business
of Cyber.
SECTION 4. COVENANTS
---------------------
4.1 Corporate Examinations and Investigations. Prior to the Closing
Date, the parties acknowledge that they have been entitled, through their
employees and representatives, to make such investigation and verification of
the assets, properties, business and operations, books, records and financial
condition of the other, including communications with suppliers, vendors and
customers, as they each may reasonably require. No investigation by a party
hereto shall, however, diminish or waive in any way any of the representations,
warranties, covenants or agreements of the other party under this Agreement.
Consummation of this Agreement shall be subject to the fulfillment of due
diligence procedures to the reasonable satisfaction of each of the parties
hereto and their respective counsel.
4.2 Expenses. Each party hereto agrees to pay its own costs and
expenses incurred in negotiating this Agreement and consummating the
transactions described herein.
4.3 Further Assurances. The parties shall execute such documents and
other papers and take such further actions as may be reasonably required or
desirable to carry out the provisions hereof and the transactions contemplated
hereby. Each such party shall use its best efforts to fulfill or obtain the
fulfillment of the conditions to the Closing, including, without limitation, the
execution and delivery of any documents or other papers, the execution and
delivery of which are necessary or appropriate to the Closing.
4.4 Confidentiality. In the event the transactions contemplated by this
Agreement are not consummated, each of the parties hereto agree to keep
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confidential any information disclosed to each other in connection therewith;
provided, however, such obligation shall not apply to information which:
(i) at the time of disclosure was public knowledge;
(ii) after the time of disclosure becomes public knowledge
(except due to the action of the receiving party); or
(iii) the receiving party had within its possession at the
time of disclosure.
4.5 Stock Certificates and Consideration. At the Closing, the IDS
Shareholders shall have delivered the certificates representing the IDS Shares
duly endorsed (or with executed stock powers) so as to make Cyber the sole owner
thereof. At such Closing, Cyber shall issue to the IDS Shareholders the Cyber
Shares as provided herein.
4.6 Management of Cyber. On the Closing Date, the present officers and
directors of Cyber (and any other persons) shall resign as officers and
directors of Cyber and the directors and officers designated by the IDS
Shareholders shall be elected by Cyber.
SECTION 5. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF CYBER
---------------------------------------------------------------
Notwithstanding any right of IDS and the IDS Shareholders fully to
investigate the affairs of Cyber, IDS and the IDS Shareholders shall have the
right to rely fully upon the representations, warranties, covenants and
agreements of Cyber contained in this Agreement or in any document delivered by
Cyber or any of its representatives, in connection with the transactions
contemplated by this Agreement. All such representations, warranties, covenants
and agreements shall survive the execution and delivery hereof and the Closing
Date hereunder for twenty-four (24) months following the Closing.
SECTION 6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF THE IDS SHAREHOLDERS
------------------------------------------------------------------------------
Notwithstanding any right of Cyber fully to investigate the affairs of
IDS, Cyber has the right to rely fully upon the representations, warranties,
covenants and agreements of the IDS Shareholders contained in this Agreement or
in any document delivered to Cyber by the latter or any of their representatives
in connection with the transactions contemplated by this Agreement. All such
representations, warranties, covenants and agreements shall survive the
execution and delivery hereof and the Closing Date hereunder for twenty-four
(24) months following the Closing.
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SECTION 7. INDEMNIFICATION
---------------------------
7.1 Obligation of Cyber to Indemnify. Subject to the limitations on the
survival of representations and warranties contained in Section 5, Cyber hereby
agrees to indemnify, defend and hold harmless the IDS Shareholders from and
against any losses, liabilities, damages, deficiencies, costs or expenses
(including interest, penalties and reasonable attorneys' fees and disbursements)
(a "Loss") based upon, arising out of or otherwise due to any inaccuracy in or
any breach of any representation, warranty, covenant or agreement of Cyber
contained in this Agreement or in any document or other writing delivered
pursuant to this Agreement.
7.2 Obligation of the IDS Shareholders to Indemnify. Subject to the
limitations on the survival of representations and warranties contained in
Section 6, the IDS Shareholders agree to indemnify, defend and hold harmless
Cyber to the extent provided for herein, from and against any Loss, based upon,
arising out of or otherwise due to any inaccuracy in or any breach of any
representation, warranty, covenant or agreement made by any of them and
contained in this Agreement or in any document or other writing delivered
pursuant to this Agreement.
SECTION 8. THE CLOSING
-----------------------
The Closing shall take place simultaneously with the execution hereof.
At the Closing, the parties shall provide each other with such documents as may
be necessary or appropriate and customary in transactions of this sort in order
to consummate the transactions contemplated hereby including evidence of due
authorization of the Agreement and the transactions contemplated hereby.
SECTION 9. MISCELLANEOUS
-------------------------
9.1 Waivers. The waiver of a breach of this Agreement or the failure of
any party hereto to exercise any right under this Agreement shall in no event
constitute waiver as to any future breach whether similar or dissimilar in
nature or as to the exercise of any further right under this Agreement.
9.2 Amendment. This Agreement may be amended or modified only by an
instrument of equal formality signed by the parties or the duly authorized
representatives of the respective parties.
9.3 Assignment. This Agreement is not assignable except by operation of
law.
9.4 Notices. Until otherwise specified in writing, the mailing
addresses of both parties of this Agreement shall be as follows:
IDS Shareholders: c/o Xxxxx Xxxxxxxx
0000 X.X. Xxxx Xxxx., Xxxxx X-00
Xxxx Xxxxx, Xxxxxxx 00000
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Cyber: CYBERADS, INC.
0000 X.X. Xxxx Xxxx., Xxxxx X-00
Xxxx Xxxxx, Xxxxxxx 00000
Any notice or statement given under this Agreement shall be deemed to have been
given if sent by registered mail addressed to the other party at the address
indicated above or at such other address which shall have been furnished in
writing to the addressor.
9.5 Governing Law. This Agreement shall be construed, and the legal
relations be the parties determined, in accordance with the laws of the State of
Florida, thereby precluding any choice of law rules which may direct the
application of the laws of any other jurisdiction.
9.6 Publicity. No publicity release or announcement concerning this
Agreement or the transactions contemplated hereby shall be issued by either
party hereto at any time from the signing hereof without advance approval in
writing of the form and substance thereof by the other party.
9.7 Entire Agreement. This Agreement (including the Exhibits and
Schedules hereto) and the collateral agreements executed in connection with the
consummation of the transactions contemplated herein contain the entire
agreement among the parties with respect to the purchase and issuance of the IDS
Shares and the Cyber Shares and related transactions, and supersede all prior
agreements, written or oral, with respect thereto.
9.8 Headings. The headings in this Agreement are for reference purposes
only and shall not in any way affect the meaning or interpretation of this
Agreement.
9.9 Severability of Provisions. The invalidity or unenforceability of
any term, phrase, clause, paragraph, restriction, covenant, agreement or other
provision of this Agreement shall in no way affect the validity or enforcement
of any other provision or any part thereof.
9.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed, shall constitute an original copy
hereof, but all of which together shall consider but one and the same document.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
CYBERADS, INC.
By:
-------------------------------------
Xxxxxx Xxxxx, President
SHAREHOLDERS:
----------------------------------------
Xxxxx Xxxxxxxx
----------------------------------------
Xxxxxx Xxxxx
----------------------------------------
Xxxxx Xxxxxx
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EXHIBIT A
SHARE EXCHANGE
Shares of Shares of
Name of IDS to be Cyber to
Shareholder Exchanged be Received
----------- --------- -----------
Xxxxx Xxxxxxxx 865,000 6,487,500
Xxxxxx Xxxxx 100,00 750,000
Xxxxx Xxxxxx 35,000 262,500
--------- ----------
Grand Total 1,000,000 7,500,000
========= ==========
EXHIBIT B
Intellectual Property and Domain Name Ownership
