1
Exhibit 2.6
SUBSCRIBER PURCHASE AND LOCK-UP AGREEMENT BY
AND BETWEEN GREENHOLD GROUP, INC. AND USSNET, INC.
THIS SUBSCRIBER PURCHASE AND LOCK-UP AGREEMENT (hereinafter referred to
as the "Agreement"), by and between GREENHOLD GROUP, INC., a Florida corporation
(hereinafter referred to as "GREENHOLD"), and USSNET, INC., a Florida
corporation (hereinafter referred to as "USSNET").
WHEREAS, GREENHOLD and USSNET wish to enter into a subscriber purchase
agreement under the terms and conditions as hereinafter set forth; and
WHEREAS, the shareholders of USSNET 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: PURCHASE OF SUBSCRIBERS
The manner and basis of purchasing subscribers from USSNET by GREENHOLD
shall be as follows:
(1) At the effective date of this Agreement, GREENHOLD will purchase
from USSNET all subscribers of USSNET. A subscriber shall be defined as any
individual or entity that is receiving Internet Access and INTERNET SERVICES
from USSNET AS DESCRIBED IN SCHEDULE 1. USSNET has represented to GREENHOLD that
the total subscribers are set forth AND VALUED in Schedule 1 attached hereto and
that these subscribers exceed one thousand eight hundred (1800) in number. If,
at the effective date, the number of subscribers is less than 1800, GREENHOLD
may adjust this agreement at its sole discretion, USING THE VALUES SET FORTH IN
SCHEDULE 1, in which case, USSNET will receive reduced compensation. In
consideration for the purchase of subscribers from USSNET, GREENHOLD will pay
$100,000 as set forth in Schedule 2 and issue 850,000 shares of common stock of
GREEENHOLD to the shareholders of USSNET as set forth in Schedule 3.
2
(2) All shares of GREENHOLD as offered to the stockholders of USSNET
shall be offered as fully paid and nonassessable shares.
(3) All shares of GREENHOLD as offered to the stockholders of USSNET
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 statement under the
Federal Securities Act of 1933, as amended, with respect to such
shares, is then in effect or an exemption 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 ISSUANCE
Upon such time as the shares of GREENHOLD have been issued, as provided
herein, to the stockholders of USSNET, USSNET shall continue to exist as a
Florida corporation, being a wholly-owned subsidiary of GREENHOLD. USSNET 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 USSNET are entitled to receive
their shares of GREENHOLD 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
2
3
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. This disbursement will be evenly divided
between all shareholders based upon their number of shares.
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
3
4
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, at the same time.
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.
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.
4
5
ARTICLE XII: RELEASE OF SHARES
In the event that GREENHOLD or any of its shareholders fails to abide
by the terms, conditions and restrictions set forth in Articles IV, V or VI,
then GREENEHOLD will, upon USSNET's request, release within three (3) business
days of USSNET's notice, all of the remaining shares owned by USSNET's
stockholders to said stockholders and USSNET stockholders will be relieved from
any of the terns, conditions and restrictions set forth in Articles IV and V.
ARTICLE XIII: 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:
-------------------------------- --------------------------------
SECRETARY PRESIDENT
ATTEST: USSNET, INC.
BY:
-------------------------------- --------------------------------
SECRETARY PRESIDENT
5
6
EXHIBIT "A"
STOCKHOLDERS' CONSENT TO THE SUBSCRIBER
PURCHASE AND LOCK-UP AGREEMENT BY AND BETWEEN
GREENHOLD GROUP, INC. AND DNT(USS), INC.
The following persons, comprising all of the stockholders of the
above-referenced corporations, do hereby consent to the above-referenced
Agreement dated ____ of December, 2000, and agree to abide by its terms and
conditions.
GREENHOLD GROUP, INC.
Signature of Stockholder & Date of Execution Number of Shares Owned
-------------------------------------------- ----------------------
-------------------------------------------- ---------------------
-------------------------------------------- ---------------------
USSNET, INC.
-------------------------------------------- ---------------------
-------------------------------------------- ---------------------
6
