AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization ("the Agreement"), dated as
of the 21st day of October, 1997, by and between Webx Media, Inc., a Nevada
corporation ("Webx") and Steroidogenesis Inhibitors, Inc., a Nevada corporation
("SII") and the selling shareholders of SII executing this agreement with
reference to the following:
A. Webx is a Nevada corporation organized on March 26, 1996. Webx
is listed on the NASD OTC Bulletin Board under the symbol "WEBX". Webx
has authorized capital stock of 25,000,000 shares, $.001 par value, of
which 5,000,000 shares are issued and outstanding and 303,000 shares
may be traded publicly.
B. SII is a Nevada corporation, organized on September 2, 1994.
SII has authorized capital stock of 10,000,000 shares, $.01 par value,
of which 7,018,236 shares are issued and outstanding.
C. The respective Boards of Directors of Webx and SII have deemed
it advisable and in the best interests of Webx and SII that SII be
acquired by Webx, pursuant to the terms and conditions set forth in
this Agreement.
D. Webx and II propose to enter into this Agreement which provides
among other things that up to 100% but no less than 86.74% of the
outstanding shares of SII be acquired by Webx, in exchange for shares
of Webx and such additional items as more fully described in this
Agreement.
E. The parties desire the transaction to qualify as a tax-free
reorganization under Section 368 (a)(1)(B) of the Internal Revenue Code
of 1986, as amended.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
THE ACQUISITION
1.01 At the Closing, up to 100% (7,018,236 shares) but no less than
86.74% (6,087,700) of the issued and outstanding common shares of SII shall be
acquired by Webx in a share for share exchange for shares of Webx. The shares of
Webx to be issued in this transaction shall be issued as set forth in Exhibit A
to this Agreement.
1.02 SII has issued shares of its common stock pursuant to a private
place to shareholders in various states. Webx will attempt to acquire these
shares on the same terms provided an exemption from registration is available in
the states where the stockholders reside.
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1.03 At the Closing, the SII shareholders will deliver certificates for
the issued and outstanding shares of SII, duly endorsed so as to make Webx
the sole holder thereof, free and clear of all claims and encumbrances and Webx
shall deliver a transmittal letter directed to the transfer agent of Webx
directing the issuance of shares to the shareholders of SII as set forth on
Exhibit A of this Agreement.
1.04 Following the reorganization and pursuant to the conditions set
forth in paragraph 5.01 (e) and (f) there will be a total of no less than
7,790,700 and no more than 8,721,236 common shares, $.001 par value, issued and
outstanding in Webx.
1.05 Following the reorganization, SII will be a majority owned
subsidiary of Webx.
ARTICLE 2
THE CLOSING
2.01 The consummation of the transactions contemplated by this
Agreement (the "Closing") shall take place at the offices of SII on or before
November 30, 1997, (the "Closing Date") at 11:00 a.m. or at such other place or
date and time as may be agreed to in writing by the parties hereto.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF Webx
Webx, and the Officers and Directors of Webx personally, hereby
represents and warrants to SII as follows:
3.01 Webx shall deliver to SII on or before Closing, each of the
following:
(a) Financial Statements. Audited financial statements of Webx
including, but not limited to, balance sheets and profit and loss
statements for the period ending December 31, 1996 prepared in
accordance with generally accepted accounting principles and unaudited
financial statements of Webx for the period ending September 30, 1997
prepared by management and which fairly present the financial condition
of Webx at the dates thereof. (Schedule A)
(b) Property. An accurate list and description of all property,
real or personal, owned by Webx of a value equal to or greater than
$1,000.00. (Schedule B.)
(c) Liens and Liabilities. A complete and accurate list of all
material liens, encumbrances, easements, security interests or similar
interests in or on any of the assets listed on Schedule A. (Schedule
C.) A complete and accurate list of all debts, liabilities and
obligations of Webx incurred or owing as of the date of this Agreement.
(Schedule C.1.)
(d) Leases and Contracts. A complete and accurate list describing
all material terms of each lease (whether of real or personal property)
and each contract, promissory note, mortgage, license, franchise, or
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other written agreement to which Webx is a party which involves or can
reasonably be expected to involve aggregate future payments or receipts
by Webx (whether by the terms of such lease, contract, promissory note,
license, franchise or other written agreement or as a result of a
guarantee of the payment of or indemnity against the failure to pay
same) of $1,000.00 or more annually during the twelve-month period
ended December 31, 1996, or any consecutive twelve-month period
thereafter, except any of said instruments which terminate or are
cancelable without penalty during such twelve-month period.
(Schedule D.)
(e) Loan Agreements. Complete and accurate copies of a loan
agreements and other documents with respect to obligations of Webx for
the repayment of borrowed money. (Schedule E.)
(f) Consents Required. A complete list of all agreements wherein
consent to the transaction herein contemplated is required to avoid a
default thereunder; or where notice of such transaction is required at
or subsequent to closing, or where consent to an acquisition,
consolidation, or sale of all or substantially all of the assets is
required to avoid a default thereunder. (Schedule F.)
(g) Articles and Bylaws. Complete and accurate copies of the
Certificate and Articles of Incorporation and Bylaws of Webx together
with all amendments thereto to the date hereof. (Schedule G.)
(h) Shareholders. A complete list of all persons or entities
holding capital stock of Webx or any rights to subscribe for, acquire,
or receive shares of the capital stock of Webx (whether warrants,
calls, options, or conversion rights), including copies of all stock
option plans whether qualified or nonqualified, and other similar
agreements. (Schedule H.)
(i) Officers and Directors. A complete and current list of all
Officers and Directors of Webx. (Schedule I.)
j) Salary Schedule. A complete and accurate list (in all material
respects) of the names and the current salary rate for each present
employee of Webx who received $1,000.00 or more in aggregate
compensation from Webx whether in salary bonus or otherwise, during
the year 1996, or who is presently scheduled to receive from Webx a
salary in excess of $1,000.00 during, the year ending December 31,
1997, including in each case the amount of compensation received or
scheduled to be received, and a schedule of the hourly rates of all
other employees listed according to departments. (Schedule J.)
(k) Litigation. A complete and accurate list (in all material
respects) of all material civil, criminal, administrative, arbitration
or other such proceedings or investigations (including without
limitations unfair labor practice matters, labor organization
activities, environmental matters and civil rights violations) pending
or, to the knowledge of Webx threatened, which may materially and
adversely affect Webx. (Schedule K.)
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(1) Tax Returns. Accurate copies of all Federal and State tax
returns for Webx for the last fiscal year. (Schedule L.)
(m) Agency Reports. Copies of all material reports or filings (and
a list of the categories of reports or filings made on a regular basis)
made by Webx under ERISA, EEOC, FDA and all other governmental agencies
(federal, state or local) during, the last fiscal year. (Schedule M.)
(n) Banks. A true and complete list (in all material respects), as
of the date of this Agreement, showing (1) the name of each bank in
which Webx has an account or safe deposit box, and (2) the names and
addresses of all signatories. (Schedule N.)
(o) Jurisdictions Where Qualified. A list of all jurisdictions
wherein Webx is qualified to do business and is in good standing.
(Schedule O.)
(p) Subsidiaries. A complete list of all subsidiaries of Webx.
(Schedule P.) The term "Subsidiary" or "Subsidiaries" shall include
corporations, unincorporated associations, partnerships, joint
ventures, or similar entities in which Webx has an interest, direct or
indirect.
(q) Union Matters. An accurate list and description (in all
material respects) of all union contracts and collective bargaining
agreements of Webx, if any. (Schedule Q.)
(r) Employee and Consultant Contracts. A complete and accurate
list of all employee and consultant contracts which Webx may have,
other than those listed in the schedule on Union Matters. (Schedule R.)
(s) Employee Benefit Plans. Complete and accurate copies of all
salary, stock options, bonus, incentive compensation, deferred
compensation, profit sharing, retirement, pension, group insurance,
disability, death benefit or other benefit plans, trust agreements or
arrangements of Webx in effect on the date hereof or to become
effective after the date thereof, together with copies of any
determination letters issued by the Internal Revenue Service with
respect thereto. (Schedule S.)
(t) Insurance Policies. A complete and accurate list (in all
material respects) and a description of all material insurance policies
naming Webx as an insured or beneficiary or as a loss payable payee or
for which Webx has paid all or part of the premium in force on the date
hereof specifying any notice or other information possessed by Webx
regarding possible claims thereunder, cancellation thereof or premium
increases thereon, including any policies now in effect naming Webx as
beneficiary covering the business activities of Webx. (Schedule T.)
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(u) Customers. A complete and accurate list (in all material
respects) of the customers of Webx, including presently effective
contracts of Webx to be assigned to Webx, accounting for the principle
revenues of Webx, indicating the dollar amounts of gross income of each
such customer for the period ended September 30, 1997. (Schedule U.)
(v) Licenses and Permits. A complete list of all licenses, permits
and other authorizations of Webx. (Schedule V.)
3.02 Organization, Standing and Power. Webx is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada with all requisite corporate power to own or lease its properties and
carry on its businesses as are now being conducted.
3.03 Qualification. Webx is duly qualified and is licensed as a foreign
corporation authorized to do business in each jurisdiction wherein it conducts
its business operations. Such jurisdictions, which are the only jurisdictions in
which Webx is duly qualified and licensed as a foreign corporation, are shown in
Schedule O.
3.04 Capitaization of Webx. The authorized capital stock of Webx
consists of 25,000,000 shares of Common Stock, $.001 par value, of which the
only shares issued and outstanding are 5,000,000 issued to shareholders listed
on Schedule H, which shares were duly authorized, validly issued and fully paid
and nonassessable. There are no preemptive rights with respect to the Webx
stock.
3.05 Authority. The execution and delivery of this Agreement and
consummation of the transactions contemplated herein have been duly authorized
by all necessary corporate actions, including but not limited to duly and
validly authorized action and approval by the Board of Directors, on the part of
Webx. This Agreement constitutes the valid and binding obligation of Webx
enforceable against it in accordance with its terms, subject to the principles
of equity applicable to the availability of the remedy of specific performance.
This Agreement has been duly executed by Webx and the execution and delivery of
this Agreement and the consummation of the transactions contemplated by this
Agreement shall not result in any breach of any terms or provisions of Webx's
Certificate and Articles of Incorporation or Bylaws or of any other agreement,
court order or instrument to which Webx is a party or bound by.
3.06 Absence of Undisclosed Liabilities. Webx has no material
liabilities of any nature, whether fixed, absolute, contingent or accrued, which
were not reflected on the financial statements set forth in Schedule A or
otherwise disclosed in this Agreement or any of the Schedules or Exhibits
attached hereto.
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3.07 Absence of Changes. Since September 30, 1997, there has not been
any material adverse change in the condition (financial or otherwise), assets,
liabilities, earnings or business of Webx, except for changes resulting from
completion of those transactions described in Section 5.0 1.
3.08 Tax Matters. All taxes and other assessments and levies which Webx
is required by law to withhold or to collect have been duly withheld and
collected, and have been paid over to the proper government authorities or are
held by Webx in separate bank accounts for such payment or are represented by
depository receipts, and all such withholdings and collections and all other
payments due in connection therewith (including, without limitation, employment
taxes, both the employee's and employer's share) have been paid over to the
government or placed in a separate and segregated bank account for such purpose.
There are no known deficiencies in income taxes for any periods and further, the
representations and warranties as to absence of undisclosed liabilities
contained in Section 3.06 includes any and all tax liabilities of whatsoever
kind or nature (including, without limitation, all federal, state, local and
foreign income, profit, franchise, sales, use and property taxes) due or to
become due, incurred in respect of or measured by Webx income or business prior
to the Closing Date.
3.09 Options, Warrants, etc. Except as otherwise described in Schedule
H, there are no outstanding options, warrants, calls, commitments or agreements
of any character to which Webx or its shareholders are a party or by which Webx
or its shareholders are bound, or are a party, calling for the issuance of
shares of capital stock of Webx or any securities representing the right to
purchase or otherwise receive any such capital stock of Webx.
3.10 Title to Assets. Except for liens set forth in Schedule C, Webx is
the sole unconditional owner of, with good and marketable title to, all assets
listed in the schedules as owned by it and all other property and assets are
free and clear of all mortgages, liens, pledges, charges or encumbrances of any
nature whatsoever.
3.11 Agreements in Force and Effect. Except as set forth in Schedules D
and E, all material contracts, agreements, plans, promissory notes, mortgages,
leases, policies, licenses, franchises or similar instruments to which Webx is a
party are valid and in full force and effect on the date hereof, and Webx has
not breached any material provision of, and is not in default in any material
respect under the terms of, any such contract, agreement, plan, promissory note,
mortgage, lease, policy, license, franchise or similar instrument which breach
or default would have a material adverse effect upon the business, operations or
financial condition of Webx.
3.12 Legal Proceedings, Etc. Except as set forth in Schedule K. there
are no civil, criminal, administrative, arbitration or other such proceedings or
investigations pending or, to the knowledge of either Webx or the shareholders
thereof, threatened, in which, individually or in the aggregate, an adverse
determination would materially and adversely affect the assets, properties,
business or income of Webx. Webx has substantially complied with, and is not in
default in any material respect under, any laws, ordinances, requirements,
regulations or orders applicable to its businesses.
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3.13 Governmental Regulation. To the knowledge of Webx and except as
set forth in Schedule K, Webx is not in violation of or in default with respect
to any applicable law or any applicable rule, regulation, order, writ or decree
of any Court or any governmental commission, board, bureau, agency or
instrumentality, or delinquent with respect to any report required to be filed
with any governmental commission, board, bureau, agency or instrumentality which
violation or default could have a material adverse effect upon the business,
operations or financial condition of Webx. Webx has made all filings required by
the Securities Act of 1933, as amended, and such filings did not contain any
material misstatement or omit to state a material fact required to make the
statements therein not misleading. All securities issued by Webx were offered
and sold pursuant to an effective registration statement or an exemption from
registration and applicable state securities laws. Webx has offered and sold to
the public, 303,000 shares which shares are publicly tradeable.
3.14 Brokers and Finders. Webx shall be solely responsible for payment
to any broker or finder retained by Webx for any brokerage fees, commissions or
finders' fees in connection with the transactions contemplated herein.
3.15 Accuracy of Information. No representation or warranty by Webx
contained in this Agreement and no statement contained in any certificate or
other instrument delivered or to be delivered to SII pursuant hereto or in
connection with the transactions contemplated hereby (including without
limitation all Schedules and exhibits hereto) contains or will contain any
untrue statement of material fact or omits or will omit to state any material
fact necessary in order to make the statements contained herein or therein not
misleading.
3.16 Subsidiaries. Except as listed in Schedule P, Webx does not have
any other subsidiaries or own capital stock representing ten percent (10%) or
more of the issued and outstanding stock of any other corporation.
3.17 Consents. Except as listed in Schedule F, no consent or approval
of, or registration, qualification or filing with, any governmental authority or
other person is required to be obtained or accomplished by Webx or any
shareholder thereof in connection with the consummation of the transactions
contemplated hereby.
3.18 Improper Payments. Neither Webx, nor any person acting on behalf
of Webx has made any payment or otherwise transmitted anything of value,
directly or indirectly, to (a) any official or any government or agency or
political subdivision thereof for the purpose of influencing any decision
affecting the business of Webx (b) any customer, supplier or competitor of Webx
or employee of such customer, supplier or competitor, for the purpose of
obtaining, retaining, or directing business for Webx or (c) any political party
or any candidate for elective political office nor has any fund or other asset
of Webx been maintained that was not fully and accurately recorded on the books
of account of Webx.
3.19 Copies of Documents. Webx has made available for inspection and
copying by SII and its duly authorized representatives, and will continue to do
so at all times, true and correct copies of all documents which it has filed
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with the Securities and Exchange Commission and all other governmental agencies
which are material to the terms and conditions contained in this Agreement.
Furthermore, all filings by Webx with the Securities and Exchange Commission,
and all other governmental agencies, including but not limited to the Internal
Revenue Service, have contained information which is true and correct, to the
best knowledge of the Board of Directors of Webx, in all material respects and
did not contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements made therein not misleading or
which could have any material adverse effect upon the financial condition or
operations of Webx or adversely effect the objectives of this Agreement with
respect to SII including, but not limited to, the issuance and subsequent
trading of the shares of common stock of Webx to be received hereby, subject to
compliance by the shareholders of SII with applicable law.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF SII
SII, and the Officers and Directors of SII personally, hereby
represents and warrants to Webx as follows:
4.01 SII shall deliver to Webx, on or before Closing, the following:
(a) Financial Statements. Unaudited financial statements of SII as
of July 31, 1997, which fairly represent the financial condition of SII
at the date thereof (Schedule AA)
(b) Property. An accurate list and description of all property,
real or personal owned by SII of a value equal to or greater than
$1,000.00. (Schedule BB.)
(c) Liens and Liabilities. A complete and accurate list of all
material liens, encumbrances, easements, security interests or similar
interests in or on any of the assets listed on Schedule AA. (Schedule
CC.) A complete and accurate list of all debts, liabilities and
obligations of SII incurred or owing as of the date of this Agreement.
(Schedule CC. 1.)
(d) Leases and Contracts. A complete and accurate list describing
all material terms of material leases (whether of real or personal
property) and each contract, promissory note, mortgage, license,
franchise, or other written agreement to which SII is a party which
involves or can reasonably be expected to involve aggregate future
payments or receipts by SII (whether by the terms of such lease,
contract, promissory note, license, franchise or other written
agreement or as a result of a guarantee of the payment of or indemnity
against the failure to pay same) of $1,000.00 or more annually during
the twelve-month period ended December 31, 1996 or any consecutive
twelve-month period thereafter, except any of said instruments which
terminate or are cancelable without penalty during such twelve-month
period. (Schedule DD.)
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(e) Loan Agreements. Complete and accurate copies of all loan
agreements and other documents with respect to obligations of SII for
the repayment of borrowed money. (Schedule EE.)
(f) Consents Required. A complete list of all agreements wherein
consent to the transaction herein contemplated is required to avoid a
default thereunder; or where notice of such transaction is required at
or subsequent to closing, or where consent to an acquisition,
consolidation, or sale of all or substantially all of the assets is
required to avoid a default thereunder. (Schedule FF.)
(g) Articles and Bylaws. Complete and accurate copies of the
Articles of Incorporation and Bylaws of SII, together with all
amendments thereto to the date hereof (Schedule GG.)
(h) Shareholders. A complete list of all persons or entities
holding capital stock of SII or any rights to subscribe for, acquire,
or receive shares of the capital stock of SII (whether warrants, calls,
options, or conversion rights), including copies of all stock option
plans whether qualified or nonqualified, and other similar agreements.
(Schedule HH.)
(i) Officers and Directors. A complete and current list of all
Officers and Directors of SII. (Schedule II.)
j) Salary Schedule. A complete and accurate list (in all material
respects) of the names and the current salary rate or each present
employee who is presently scheduled to receive from SII a salary in
excess of $1,000.00 during the year ending December 31, 1997, including
in each case the amount of compensation received or scheduled to be
received, and a schedule of the hourly rates of all other employees
listed according to departments. (Schedule JJ.)
(k) Litigation. A complete and accurate fist (in all material
respects) of all material civil, criminal, administrative, arbitration
or other such proceedings or investigations (including without
limitations unfair labor practice matters, labor organization
activities, environmental matters and civil rights violations) pending
or, to the knowledge of SII threatened, which may materially and
adversely affect SII. (Schedule KK.)
(1) Tax Returris. Accurate copies of all Federal and State tax
returns for SII if any. (Schedule LL.)
(m) Agency Reports. Copies of all material reports or filings (and
a list of the categories of reports or filings made on a regular basis)
made by SII under ERISA, EEOC, FDA and all other governmental agencies
(federal, state or local). (Schedule MM.)
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(n) Banks. A true and complete list (in all material respects), as
of the date of this Agreement, showing (1) the name of each bank in
which SII has an account or safe deposit box, and (2) the names and
addresses of all signatories. (Schedule NN.)
(o) Jurisdictions Where Qualified. A list of all jurisdictions
wherein SII is qualified to do business and is in good standing or has
applied for qualification. (Schedule OO.)
(p) Subsidiaries. A complete list of all subsidiaries of SII
(Schedule PP.) The term "Subsidiary" or "Subsidiaries" shall include
corporations, unincorporated associations, partnerships, joint
ventures, or similar entities in which SII has an interest, direct or
indirect.
(q) UnionMatters. An accurate list and description (in all
material respects of union contracts and collective bargaining
agreements of SII, if any. (Schedule QQ.)
(r) Employee and Consultant Contracts. A complete and accurate
list of all employee and consultant contracts which SII may have, other
than those listed in the schedule on Union Matters. (Schedule RR.)
(s) Employee Benefit Plans. Complete and accurate copies of all
salary, stock option, bonus, incentive compensation, deferred
compensation, profit sharing, retirement, pension, group insurance,
disability, death benefit or other benefit plans, trust agreements or
arrangements of SII in effect on the date hereof or to become effective
after the date thereof, together with copies of any determination
letters issued by the Internal Revenue Service with respect thereto.
(Schedule SS.)
(t) Insurance Policies. A complete and accurate list (in all
material respects) and description of all material insurance policies
naming SII as an insured or beneficiary or as a loss payable payee or
for which SII has paid all or part of the premium in force on the date
hereof, specifying any notice or other information possessed by SII
regarding possible claims thereunder, cancellation thereof or premium
increases thereon, including any policies now in effect naming SII as
beneficiary covering the business activities of SII. (Schedule TT.)
(u) Customers. A complete and accurate list (in all material
respects) of the customers of SII, including all presently effective
contracts of SII to be assigned to SII, accounting for the principle
revenues of SII indicating the dollar amounts of gross revenues of each
such customer since January 1, 1997. (Schedule UU.)
(v) Licenses and Permits. A complete list of all licenses, permits
and other authorizations of SII. (Schedule VV.)
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4.02 Organization, Standing and Power. SII is a company duly organized
validly existing and in good standing under the laws of the state of Nevada with
all requisite corporate power to own or lease its properties and carry on its
business as is now being conducted.
4.03 Qualification. SII is duly qualified and licensed as a foreign
corporation authorized to do business in each jurisdiction wherein it conducts
business operations. Such jurisdictions, which are the only jurisdictions in
which SII is duly qualified and licensed as a foreign corporation, or has
applied for qualification, is shown in Schedule OO.
4.04 Capitalization of SII. The authorized capital stock of SII
consists of 10,000,000 shares of common stock, $.01 par value, of which the only
shares issued and outstanding are 7,018,236 common shares issued to the
shareholders listed on Schedule HH, which shares were duly authorized, validly
issued and fully paid and nonassessable. There are no preemptive rights with
respect to the SII stock.
4.05 Authority. The execution and delivery of this Agreement and
consummation of the transactions contemplated herein have been duly authorized
by all necessary corporate action, including but not limited to duly and validly
authorized actions and approval by the Board of Directors, on the part of SII.
This Agreement constitutes the valid and binding obligation of SII, enforceable
against it in accordance with its terms, subject to the principles of equity
applicable to the availability of the remedy of specific performance. This
Agreement has been duly executed by SII and the execution and delivery of this
Agreement and the consummation of the transactions contemplated by this
Agreement shall not result in any breach of any terms or provisions of SII's
Articles of Incorporation or Bylaws or of any other agreement, court order or
instrument to which SII is a party or bound.
4.06 Absence of Undisclosed Liabilities. SII has no material
liabilities of any nature, whether fixed, absolute, contingent or accrued, which
were not reflected on the financial statements set forth in Schedule AA or
otherwise disclosed in this Agreement or any of the Schedules or Exhibits
attached hereto.
4.07 Absence of Changes. Since July 31, 1997, there has not been any
material adverse change in the condition (financial or otherwise), assets,
liabilities, earnings or business of SII except for changes resulting from
completion of those transactions described in Section 5.02.
4.08 Tax Matters. All taxes and other assessments and levies which SII
is required by law to withhold or to collect have been duly withheld and
collected, and have been paid over to the proper government authorities or are
held by SII in separate bank accounts for such payment or are represented by
depository receipts, and all such withholdings and collections and all other
payments due in connection therewith (including, without limitation, employment
taxes, both the employee's and employer's share) have been paid over to the
government or placed in a separate and segregated bank account for such purpose.
There are no known deficiencies in income taxes for any periods and further, the
representations and warranties as to absence of undisclosed liabilities
contained in Section 4.06 includes any and all tax liabilities of whatsoever
kind or nature (including, without limitation, all federal, state, local and
foreign income, profit, franchise, sales, use and property taxes) due or to
become due, incurred in respect of or measured by SII income or business prior
to the Closing Date.
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4.09 Options, Warrants, etc. Except as otherwise described in Schedule
HH, there are no outstanding options, warrants, calls, commitments or agreements
of any character to which SII or its shareholders are a party or by which SII or
its shareholders are bound, or are a party, calling for the issuance of shares
of capital stock of SII or any securities representing the right to purchase or
otherwise receive any such capital stock of SII.
4.10 Title to Assets. Except for liens set forth in Schedule CC, SII is
the sole and unconditional owner of, with good and marketable title to, all the
assets and patents listed in the schedules as owned by them and all other
property and assets are free and clear of all mortgages, liens, pledges, charges
or encumbrances of any nature whatsoever.
4.11 Agreements in Force and Effect. Except as set forth in Schedules
DD and EE, all material contracts, agreements, plans, promissory notes,
mortgages, leases, policies, licenses, franchises or similar instruments to
which SII is a party are valid and in full force and effect on the date hereof,
and SII has not breached any material provision of, and is not in default in any
material respect under the terms of, any such contract, agreement, plan,
promissory note, mortgage, lease, policy, license, franchise or similar
instrument which breach or default would have a material adverse effect upon the
business, operations or financial condition of SII.
4.12 Legal Proceedings, Etc. Except as set forth in Schedule KK, there
are no civil, criminal, administrative, arbitration or other such proceedings or
investigations pending or, to the knowledge of SII, threatened, in which,
individually or in the aggregate, an adverse determination would materially and
adversely affect the assets, properties, business or income of SII. SII has
substantially complied with, and is not in default in any material respect
under, any laws, ordinances, requirements, regulations or orders applicable to
its businesses.
4.13 Governmental Regulation. To the knowledge of SII and except as set
forth in Schedule KK, SII is not in violation of or in default with respect to
any applicable law or any applicable rule, regulation, order, writ or decree of
any court or any governmental commission, board, bureau, agency or
instrumentality, or delinquent with respect to any report required to be filed
with any governmental commission, board, bureau, agency or instrumentality which
violation or default could have a material adverse effect upon the business,
operations or financial condition of SII.
4.14 Broker and Finders. SII shall be solely responsible for payment to
any broker or finder retained by SII for any brokerage fees, commissions or
finders' fees in connection with the transactions contemplated herein.
12
4.15 Accuracy of Information. No representation or warranty by SII
contained in this Agreement and no statement contained in any certificate or
other instrument delivered or to be delivered to Webx pursuant hereto or in
connection with the transactions contemplated hereby (including without
limitation all Schedules and Exhibits hereto) contains or will contain any
untrue statement of a material fact or omits or will omit to state any material
fact necessary in order to make the statements contained herein or therein not
misleading.
4.16 Subsidiaries. Except as listed in Schedule PP, SII does not have
any other subsidiaries or own capital stock representing ten percent (10%) or
more of the issued and outstanding stock of any other corporation.
4.17 Consents. Except as listed in Schedule FF, no consent or approval
of, or registration, qualification or filing with, any other governmental
authority or other person is required to be obtained or accomplished by SII or
any shareholder thereof, in connection with the consummation of the transactions
contemplated hereby.
4.18 Improper Payments. No person acting on behalf of SII has made any
payment or otherwise transmitted anything of value, directly or indirectly, to
(a) any official or any government or agency or political subdivision thereof
for the purpose of influencing any decision affecting the business of SII, or
(b) any political party or any candidate for elective political office, nor has
any fund or other asset of SII been maintained that was not fully and accurately
recorded on the books of account of SII.
4.19 Copies of Documents. SII has made available for inspection and
copying by Webx and its duly authorized representatives, and will continue to
do so at all times, true and correct copies of all documents which it has filed
with any governmental agencies which are material to the terms and conditions
contained in this Agreement. Furthermore, all filings by SII with governmental
agencies, including but not limited to the Internal Revenue Service, have
contained information which is true and correct in all material respects and did
not contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements made therein not misleading or
which could have any material adverse effect upon the financial condition or
operations of SII or adversely affect the objectives of this Agreement.
4.20 Investment Intent of Shareholders. Each shareholder of SII
represents and warrants to Webx that the shares of Webx being acquired pursuant
to this Agreement are being acquired for his own account and for investment and
not with a view to the public resale or distribution of such shares and further
acknowledges that the shares being issued have not been registered under the
Securities Act and are "restricted securities" as that term is defined in Rule
144 promulgated under the Securities Act and must be held indefinitely unless
they are subsequently registered under the Securities Act or an exemption from
such registration is available.
13
ARTICLE 5
CONDUCT AND TRANSACTIONS PRIOR TO THE
EFFECTIVE TIME OF THE ACQUISITION
5.01 Conduct and Transactions of Webx. During the period from the date
hereof to the date of Closing, Webx shall:
(a) Conduct its operations in the ordinary course of business,
including but not limited to, paying all obligations as they mature,
complying with all applicable tax laws, filing all tax returns required
to be filed and paying all taxes due;
(b) Maintain its records and books of account in a manner that
fairly and correctly reflects its income, expenses, assets and
liabilities.
(c) Elect Xxx Xxxxxx, Xxxx XxXxxxx, Xxxxxx X. Xxxxx, Xxxxxx Xxxxx,
Xxxxxx Xxxxxx, Xxxxx X. Xxxxxxx, and Xxxxx Xxxxxxx to the Board of
Directors of Webx.
(d) Submit Resolutions to the Shareholders to approve a name
change from Webx Media, Inc. to Steroidogenesis Inhibitors
International.
(e) Cancel 4,297,000 shares of common stock of Webx issued and
outstanding to Barsten Capital, Inc., upon the closing of the
reorganization.
(f) Issue 1,000,000 shares of restricted common stock of Webx to
Nanko Investments, Inc. ("Nanko") as consideration for consulting
services upon the closing of the reorganization.
Webx shall not during such period, except in the ordinary course of
business, or as otherwise contemplated or required by this Agreement, without
the prior written consent of SII
(a) Sell, dispose of or encumber any of its properties or assets;
(b) Declare or pay any dividends on shares of its capital stock or
make any other distribution of assets to the holders thereof,
(c) Except as otherwise contemplated and required by this
Agreement, issue, reissue or sell, or issue options or rights to
subscribe to, or enter into any contract or commitment to issue,
reissue or sell, any shares of its capital stock or acquire or agree to
acquire any shares of its capital stock,
(d) Except as otherwise contemplated and required by this
Agreement, amend its Articles of Incorporation or merge or consolidate
with or into any other corporation or sell all or substantially all of
its assets or change in any manner the rights of its capital stock or
other securities;
14
(e) Except as contemplated or required by this Agreement, pay or
incur any obligation or liability, direct or contingent, of more than
$1,000,
(f) Incur any indebtedness for borrowed money, assume, guarantee,
endorse or otherwise become responsible for obligations of any other
party, or make loans or advances to any other party;
(g) Make any material change in its insurance coverage,
(h) Increase in any manner the compensation, direct or indirect,
of any of its officers or executive employees; except in accordance
with existing employment contracts;
(i) Enter into any agreement or make any commitment to any labor
union or organization;
(j) Make any capital expenditures.
(k) Allow any of the foregoing actions to be taken by any
subsidiary of Webx.
5.02 Conduct and Transactions of SII During the period from the date
hereof to the date of Closing, SII shall:
(a) Obtain an investment letter from each shareholder of SII in a
form substantially like that attached hereto as Exhibit B.
(b) Conduct the operations of SII in the ordinary course of
business.
SII shall not during such period except, as otherwise contemplated or
required by this Agreement, in the ordinary course of business, without the
prior written consent of Webx:
(a) Sell, dispose of or encumber any of the properties or assets
of SII;
(b) Declare or pay any dividends on shares of its capital stock or
make any other distribution of assets to the holders thereof;
(c) Issue, reissue or sell, or issue options or rights to
subscribe to, or enter into any contract or commitment to issue,
reissue or sell, any shares of its capital stock or acquire or agree to
acquire any shares of its capital stock;
15
(d) Amend its Articles of Incorporation or merge or consolidate
with or into any other corporation or sell all or substantially all of
its assets or change in any manner the rights of its capital stock or
other securities,
(e) Pay or incur any obligation or liability, direct or
contingent, of more than $1,000;
(f) Incur any indebtedness for borrowed money, assume, guarantee,
endorse or otherwise become responsible for obligations of any other
party, or make loans or advances to any other party;
(g) Make any material change in its insurance coverage,
(h) Increase in any manner the compensation, direct or indirect,
of any of its officers or executive employees; except in accordance
with existing employment contracts;
(i) Enter into any agreement or make any commitment to any labor
union or organization;
(j) Make any material capital expenditures.
(k) Allow any of the foregoing actions to be taken by any
subsidiary of SII.
ARTICLE 6
RIGHTS OF INSPECTION
6.01 During the period from the date of this Agreement to the date of
Closing of the acquisition, Webx and SII agree to use their best efforts to give
the other party, including its representatives and agents, full access to the
premises, books and records of each of the entities, and to furnish the other
with such financial and operating data and other information including, but not
limited to, copies of all legal documents and instruments referred to on any
schedule or exhibit hereto, with respect to the business and properties of Webx
or SII, as the case may be, as the other shall from time to time request;
provided, however, if there are any such investigations: (1) they shall be
conducted in such manner as not to unreasonably interfere with the operation of
the business of the other parties and (2) such right of inspection shall not
affect in any way whatsoever any of the representations or warranties given by
the respective parties hereunder. In the event of termination of this Agreement,
Webx and SII will each return to the other all documents, work papers and other
materials obtained from the other party in connection with the transactions
contemplated hereby, and will take such other steps necessary to protect the
confidentiality of such material.
16
ARTICLE 7
CONDITIONS TO CLOSING
7.01 Conditions to Obligations of SII. The obligation of SII to perform
this Agreement is subject to the satisfaction of the following conditions
on or before the Closing unless waived in writing by SII.
(a) Representations and Warranties. There shall be no information
disclosed in the schedules delivered by Webx which in the opinion of
Sll would materially adversely affect the proposed transaction and
intent of the parties as set forth in this Agreement. The
representations and warranties of Webx set forth in Article 3 hereof
shall be true and correct in all material respects as of the date of
this Agreement and as of the Closing as though made on and as of the
Closing, except as otherwise permitted by this Agreement.
(b) Performance of Obligations. Webx shall have in all material
respects performed all agreements required to be performed by it under
this Agreement and shall have performed in all material respects any
actions contemplated by this Agreement prior to or on the Closing and
Webx shall have complied in all material respects with the course of
conduct required by this Agreement.
(c) Corporate Action. Webx shall have furnished minutes, certified
copies of corporate resolutions and/or other documentary evidence
satisfactory to counsel for SII that Webx has submitted with this
Agreement and any other documents required hereby to such parties for
approval as provided by applicable law.
(d) Consents. Execution of this Agreement by SII and any consents
necessary for or approval of any party listed on any Schedule delivered
by Webx whose consent or approval is required pursuant thereto shall
have been obtained.
(e) Financial Statements. SII shall have been furnished with
audited financial statements of Webx including, but not limited to,
balance sheets and profit and loss statements for the period ending
December 31, 1996 and unaudited financial statements for the period
ending September 30, 1997. Such financial statements shall have been
prepared in conformity with generally accepted accounting principles on
a basis consistent with those of prior periods and fairly present the
financial position of Webx as of September 30, 1997.
(f) Statutory Requirements. All statutory requirements for the
valid consummation by Webx of the transactions contemplated by this
Agreement shall have been fulfilled.
(g) Governmental Approval. All authorizations, consents,
approvals, permits and orders of all federal and state governmental
agencies required to be obtained by Webx for consummation of the
transactions contemplated by this Agreement shall have been obtained.
17
(h) Changes in Financial Condition of Webx. There shall not have
occurred any material adverse change in the financial condition or In
the operations of the business of Webx, except expenditures in
furtherance of this Agreement
(i) Absence of Pending Litigation. Webx is not engaged in or
threatened with any suit, action, or legal, administrative or other
proceedings or governmental investigations pertaining to this Agreement
or the consummation of the transactions contemplated hereunder.
(j) Authorization for Issuance of Stock. SII shall have received
in form and substance, a letter instructing and authorizing the
Registrar and Transfer Agent for the shares of common stock of Webx to
issue stock certificates representing ownership of Webx common stock to
SII shareholders in accordance with the terms of this Agreement and a
letter from said Registrar and Transfer Agent acknowledging receipt of
the letter of instruction and stating to the effect that the Registrar
and Transfer Agent holds adequate supplies of stock certificates
necessary to comply with the letter of instruction and the terms and
conditions of this Agreement.
(k) Approval. Webx shall have (i) elected Xxx Xxxxxx, Xxxx
XxXxxxx, Xxxxxx X. Xxxxx, Xxxxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxx X.
Xxxxxxx, and Xxxxx Xxxxxxx to the Board of Directors of Webx; (ii)
approved the name change from Webx Media, Inc. to Steroidogenesis
Inhibitors International and (iv) approved the Agreement and Plan of
Reorganization.
7.02 Conditions to Obligations of Webx. The obligation of Webx to
perform this Agreement is subject to the satisfaction of the following
conditions on or before the Closin unless waived in writing by Webx.
(a) Representations and Warranties. There shall be no information
disclosed in the schedules delivered by SII, which in the opinion of
Webx, would materially adversely affect the proposed transaction and
intent of the parties as set forth in this Agreement. The
representations and warranties of SII set forth in Article 4 hereof
shall be true and correct in all material respects as of the date of
this Agreement and as of the Closing as though made on and as of the
Closing, except as otherwise permitted by this Agreement.
(b) Performance of Obligations. SII shall have in all material
respects performed all agreements required to be performed by it under
this Agreement and shall have performed in all material respects any
actions contemplated by this Agreement prior to or on the Closing and
SII shall have compiled in all respects with the course of conduct
required by this Agreement.
(c) Corporate Action. SII shall have furnished minutes, certified
copies of corporate resolutions and/or other documentary evidence
satisfactory to Counsel for Webx that SII has Submitted with this
Agreement and any other documents required hereby to such parties for
approval as provided by applicable law.
18
(d) Consents. Any consents necessary for or approval of any party
listed on any Schedule delivered by SII whose consent or approval is
required pursuant thereto, shall have been obtained.
(e) Financial Statements. Webx shall have been furnished with
unaudited financial statements of SII as of July 31, 1997, which fairly
represent the financial condition of SII at the dates thereof
(f) Statutory Requirements. All statutory requirements for the
valid consummation by SII of the transactions contemplated by this
Agreement shall have been fulfilled.
(g) Governmental Approval. All authorizations, consents,
approvals, permits and orders of all federal and state governmental
agencies required to be obtained by SII for consummation of the
transactions contemplated by this Agreement shall have been obtained.
(h) Employment Agreements. Existing SII employment agreements will
have been delivered to counsel for Webx.
(i) Changes in Financial Condition of SII. There shall not have
occurred any material adverse change in the financial condition or in
the operations of the business of SII, except expenditures in
furtherance of this Agreement.
(j) Absence of Pending Litigation. SII is not engaged in or
threatened with any suit, action, or legal, administrative or other
proceedings or governmental investigations pertaining to this Agreement
or the consummation of the transactions contemplated hereunder.
ARTICLE 8
MATTERS SUBSEQUENT TO CLOSING
8.01 Covenant of Further Assurance. The parties covenant and agree that
they shall, from time to time, execute and deliver or cause to be executed and
delivered all such further instruments of conveyance, transfer, assignments,
receipts and other instruments, and shall take or cause to be taken such further
or other actions as the other party or parties to this Agreement may reasonably
deem necessary in order to carry out the purposes and intent of this Agreement.
8.02 Webx shall initiate, per agreement with Nanko and SII dated
October 16, 1997, a best efforts private placement pursuant to an exemption from
registration under Regulation D or Regulation S, for 1,500,000 shares of the
Company's common stock at a price of $1.00 per share, within ninety (90) days
from the closing date of this Agreement.
19
8.03 Webx shall initiate, per agreement with Nanko and Sll dated
October 16, 1997, a best efforts private placement pursuant to an exemption from
registration for 1,000,000 shares of the Company's common stock at a price of
$10.00 per share within twelve months of the closing date of this Agreement,
provided the Company has progressed with positive Phase II FDA testing
requirements.
ARTICLE 9
NATURE AND SURVIVAL OF REPRESENTATIONS
9.01 All statements contained in any written certificate, schedule,
exhibit or other written instrument delivered by Webx or SII pursuant hereto, or
otherwise adopted by Webx, by its written approval, or by SII by its written
approval, or in connection with the transactions contemplated hereby, shall be
deemed representations and warranties by Webx or SII as the case may be. All
representations, warranties and agreements made by either party shall survive
for the period of the applicable statute of limitations and until the discovery
of any claim, loss, liability or other matter based on fraud, if longer.
ARTICLE 10
TERMINATION OF AGREEMENT AND ABANDONMENT
OF REORGANIZATION
10.01 Termination. Anything herein to the contrary notwithstanding,
this Agreement and any agreement executed as required hereunder and the
acquisition contemplated hereby may be terminated at any time before the Closing
as follows:
(a) By mutual written consent of the Boards of Directors of Webx
and SII.
(b) By the Board of Directors of Webx if any of the conditions
set forth in Section 7.02 shall not have been satisfied by the Closing
Date.
(c) By the Board of Directors of SII if any of the conditions set
forth in Section 7.01 shall not have been satisfied by the Closing
Date.
10.02 Termination of Obligations and Waiver of Conditions; Payment of
Expenses. In the event this Agreement and the acquisition are terminated and
abandoned pursuant to this Article 10 hereof, this Agreement shall become void
and of no force and effect and there shall be no liability on the part of any of
the parties hereto, or their respective directors, officers, shareholders or
controlling persons to each other. Each party hereto will pay all costs and
expenses incident to its negotiation and preparation of this Agreement and any
of the documents evidencing the transactions contemplated hereby, including
fees, expenses and disbursements of counsel.
20
ARTICLE II
EXCHANGE OF SHARES, FRACTIONAL SHARES
11.01 Exchange of Shares. At the Closing, Webx shall Issue a letter to
the transfer agent of Webx with a copy of the resolution of the Board of
Directors of Webx authorizing and directing the issuance of Webx shares as set
forth on Exhibit A to this Agreement.
11.02 Restrictions on Shares Issued to SII. Due to the fact that SII
will receive shares of Webx common stock in connection with the acquisition
which have not been registered under the 1933 Act by virtue of the exemption
provided in Section 4(2) of such Act, those shares of Webx will contain the
following legend:
The shares represented by this certificate have not
been registered under the Securities Act of 1933.
The shares have been acquired for investment and
may not be sold or offered for sale in the absence
of an effective Registration Statement for the
shares under the Securities Act of 1933 or an
opinion of counsel to the Corporation that such
registration is not required.
ARTICLE 12
MISCELLANEOUS
12.01 Construction. This Agreement shall be construed and enforced in
accordance with the laws of the State of Nevada excluding the conflicts of laws.
12.02 Notices. All notices necessary or appropriate under this
Agreement shall be effective when personally delivered or deposited in the
United States mail, postage prepaid, certified or registered, return receipt
requested, and addressed to the parties last known address which addresses are
currently as follows:
If to "Webx" If to "SII"
Webx Media, Inc. Steroidogenesis Inhibitors, Inc.
0000 Xxxxx Xxxxxxx Xxx Xxxxx Xxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000 0000 Xxxx Xxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
With copies to:
Xxxxxx X. Xxxxxxx, Esq.
Poulton & Yordan
0 Xxxxx Xxxxxx, Xxxxx 000-X
Xxxx Xxxx Xxxx, Xxxx 00000
21
12.03 Amendment and Walver. The parties hereby may by mutual agreement
in writing signed by each party, amend this Agreement in any respect. Any term
or provision of this Agreement may be waived in writing at any time by the party
which is entitled to tile benefits thereof, such waiver right shall include,
but not be limited to, the right of either party to:
(a) Extend the time for the performance of any of the obligations
of the other;
(b) Waive any inaccuracies in representations by the other
contained in this Agreement or in any document delivered pursuant
hereto;
(c) Waive compliance by the other with any of the covenants
contained in this Agreement, and performance of any obligations by the
other; and
(d) Waive the fulfillment of any condition that is precedent to
the performance by the party so waiving of any of its obligations under
this Agreement. Any writing on the part of a party relating to such
amendment, extension or waiver as provided in this Section 12.03 shall
be valid if authorized or ratified by the Board of Directors of such
party.
12.04 Remedies not Exclusive. No remedy conferred by any of the
specific provisions of this Agreement is intended to be exclusive of any other
remedy, and each and every remedy shall be cumulative and shall be in addition
to every other remedy given hereunder or now or hereafter existing at law or in
equity or by statute or otherwise. The election of any one or more remedies by
Webx or SII shall not constitute a waiver of the right to pursue other available
remedies.
12.05 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
12.06 Benefit. This Agreement shall be binding upon, and inure to the
benefit of, the respective successors and assigns of Webx and SII and its
shareholders.
12.07 Entire Agreement. This Agreement and the Schedules and Exhibits
attached hereto, represent the entire agreement of the undersigned regarding the
subject matter hereof, and supersedes all prior written or oral understandings
or agreements between the parties.
12.08 Each Party to Bear its Own Expense. Webx and SII shall each bear
their own respective expenses incurred in connection with the negotiation,
execution, closing, and performance of this Agreement including, counsel fees
and accountant fees.
12.09 Captions and Section Headings. Captions and section headings used
herein are for convenience only and shall not control or affect the meaning or
construction of any provision of this Agreement.
22
Executed as of the date first written above.
"Webx" "SII"
Webx Media, Inc. Steroidogenesis Inhibitors, Inc.
a Nevada corporation a Nevada corporation
By: /s/ Xxx Xxxxxx By:
--------------------------------- ------------------------------
Xxx Xxxxxx Xxxxxx X. Xxxxx
Director and President/Treasurer Director and President
and Personally as to Article 3 and Personally as to Article 4
By: /s/ Xxxxx Ultimo By: /s/ Xxxxxx Xxxxx
--------------------------------- ------------------------------
Xxxxx Ultimo Xxxxxx Xxxxx
Director and Secretary Director and CFO
and Personally as to Article 3 and Personally as to Article 4
By: /s/ X.X. Xxxxxxx
------------------------------
X.X. Xxxxxxx
Director
and Personally as to Article 4
By: /s/ Xxxxxx Xxxxxx
------------------------------
Xxxxxx Xxxxxx
Director
and Personally as to Article 4
By:
------------------------------
Xxxx X. Xxxxx
Director
and Personally as to Article 4
By: /s/ Xxxxx X. Monollos
------------------------------
Xxxxx X. Monollos
Director and Treasurer
and Personally as to Article 4
23
By: By: /s/ Xxxxx Xxxxxxx
--------------------------------- ------------------------------
Xxxxxxx Xxxxxx Xxxxx Xxxxxxx
Director Director and Executive Vice President
and Personally as to Article 3 and Personally as to Article 4
Selling Shareholders of Steroidogenesis Inhibitors, Inc.
Cortisol Medical Research
By: /s/ Xxxxxx X. Xxxxx By:
--------------------------------- ------------------------------
Xxxxxx X. Xxxxx, President Xxxxxxx Xxxxxx
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx Xxxxxxx
--------------------------------- ------------------------------
Xxxxxx X. Xxxxx, Individually Xxxxx Xxxxxxx
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxx X. Xxxxx
--------------------------------- ------------------------------
Xxxxxx Xxxxx Xxxx X. Xxxxx
By:
---------------------------------
X.X. Xxxxxxx
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Xxxxxx Xxxxxx
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Xxxxx X. Xxxxxxx
24
EXHIBIT A
Name of Shareholder Number of Shares
to Receive Webx Shares of Webx to be Issued
Cortisol Medical Research 4,475,000
Xx. Xxxxxx Xxxxx 490,000
Xxxxxx Xxxxx 5,250
Xxxxxxxx X. Xxxxxxx 108,720
Xxxxxx Xxxxxx 250,000
Xxxxx X. Xxxxxxx & Xxxxxxx Xxxxxxx, JTWRS 112,470
Xxxxx X. Xxxxxxx 100,000
Xxxxxx Xxxxx & Xx. Xxxxx Xxxxxxx, JTWRS 216,000
Xxxx X. Xxxxx 54,000
Little Flower Limited Family Partnership 375,000
TOTAL NUMBER OF WEBX
SHARES TO BE ISSUED 6,186,690
