STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, being made this 30th day of
September, 1996 same by and between DYNAMICWEB ENTERPRISES, INC.,
a New Jersey corporation whose main address is 0000 Xxxxx 00
Xxxx, Xxxxx X-000, Xxxxxxx, Xxx Xxxxxx 00000 (hereinafter
referred to as "DWEB"); and MEGASCORE, INC., a Delaware
corporation, whose main address 0000 Xxxxx 00 Xxxx, Xxxxx X-000,
Xxxxxxx, Xxx Xxxxxx 00000 (hereinafter referred to as
"MEGASCORE"); and the Shareholders of MEGASCORE, INC. as listed
on Exhibit "A" attached hereto (hereinafter referred to as
"MEGASCORE Shareholders").
1. Recitals.
MEGASCORE Shareholders are the owners of all of the issued
and outstanding shares of the capital stock of MEGASCORE ("the
MEGASCORE Shares "). DWEB wishes to purchase from MEGASCORE
Shareholders, and MEGASCORE Shareholders wish to sell to DWEB,
the MEGASCORE Shares upon the terms and conditions hereinafter
set forth. Accordingly, in consideration of the mutual covenants
contained herein and intending to be legally bound hereby, the
parties hereto agree as hereinafter set forth.
2. Sale and Purchase of Stock.
MEGASCORE Shareholders hereby agree to sell, assign,
transfer and deliver and do hereby sell, assign, transfer and
deliver to DWEB, and DWEB agrees to purchase, acquire and accept
from MEGASCORE Shareholders, and does hereby purchase, acquire
and accept from MEGASCORE Shareholders, upon the terms and
conditions set forth in this Agreement, complete, absolute and
unencumbered right, title and interest in and to the MEGASCORE
Shares.
3. Consideration.
The entire consideration to be paid to MEGASCORE
Shareholders in exchange for the sale, transfer, assignment and
delivery of the MEGASCORE Shares as set forth in Section 2 above
is Fifty Thousand (50,000) common shares of the authorized but
unissued capital stock of DWEB ("Purchase Price").
4. Payment for Shares.
Simultaneously with the execution and delivery of this
Agreement, DWEB shall deliver to MEGASCORE Shareholders, for
investment purposes only, in accordance with written instructions
from such shareholders, Fifty Thousand (50,000) common shares of
the authorized but unissued capital stock of DWEB.
5. Representations and Warranties of DWEB.
DWEB represents and warrants to MEGASCORE as follows:
5.1 Organization and Qualification. DWEB is a corporation
duly organized, validly existing and in good standing under the
laws of the State of New Jersey and has the requisite corporate
power to carry on its business as it is now being conducted.
DWEB is duly qualified as a foreign corporation to do business,
and is in good standing, in each jurisdiction where the character
of its properties owned or leased or the nature of its activities
makes such qualification necessary.
5.2 Capitalization. The authorized capital stock of DWEB
consists of 50,000,000 Shares, $.0001 par value per share. As of
the execution of this Agreement there will be approximately
6,498,511 Shares validly issued, fully paid and nonassessable.
There are no Warrants outstanding. Except for the obligation of
DWEB to issue Shares hereunder, there are no other options,
warrants or other rights, agreements or commitments (contingent
or otherwise) obligating DWEB to issue shares of its capital
stock.
5.3 Authority Relative to this Agreement. DWEB has the
requisite corporate power and authority to enter into this
Agreement and to carry out its obligations hereunder. The
execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized by
the Board of Directors of DWEB and, no other corporate
proceedings on the part of DWEB are necessary to authorize this
transaction and the transactions contemplated hereby. This
Agreement has been duly and validly executed and delivered by
DWEB and, assuming this Agreement constitutes a valid and binding
obligation of MEGASCORE Shareholders and MEGASCORE, this
Agreement constitutes a valid and binding agreement of DWEB,
enforceable against DWEB in accordance with its terms. DWEB is
not subject to or obligated under any charter, by-law or contract
provision or any license, franchise or permit, or any order or
decree, which would be breached or violated or in respect of
which a right of acceleration would be created by its executing
and carrying out this Agreement, other than any such breach,
violation or right which will not have a material adverse effect
on DWEB.
5.4 Validity of Shares. The issuance and delivery by DWEB
of the DWEB Common Stock in connection with this Agreement has
been duly and validly authorized by all necessary corporate
action on the part of DWEB. The shares of DWEB Common Stock to
be issued to MEGASCORE Shareholders will, when issued, be validly
issued, fully paid and nonassessable.
5.5 1934 Act Filings. DWEB at the time of Closing will be
current in all of the 1934 Securities Act filings due as of the
date of this Agreement, the cost of which has been borne by DWEB,
which filings do not contain any material misstatements of fact
or omissions to state material facts.
6. Representations and Warranties of MEGASCORE Shareholders
and MEGASCORE.
MEGASCORE Shareholders and MEGASCORE, jointly and severally,
represent and warrant as follows:
6.1 Organization and Qualification. MEGASCORE is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and has the requisite
corporate power to carry on its business as it is now being
conducted. MEGASCORE is duly qualified as a foreign corporation
to do business, and is in good standing, in each jurisdiction
where the character of its properties owned or leased or the
nature of its activities makes such qualification necessary.
6.2 Capitalization. The authorized capital stock of
MEGASCORE consists of 7,500,000 shares of common stock, $.001 par
value, of which 2,387,770 shares have been or will be issued and
outstanding and or reserved prior to Closing. There are no
Options, Warrants or other rights, agreements or commitments
(contingent or otherwise) obligating MEGASCORE to issue
additional shares of its capital stock.
6.3 Authority Relative to this Agreement. MEGASCORE has the
requisite corporate power and authority to enter into this
Agreement and to carry out its obligations hereunder. The
execution and delivery of this Agreement and the consummation of
the Agreements contemplated hereby have been duly authorized by
the Board of Directors of MEGASCORE and the MEGASCORE
Shareholders and, no other corporate proceedings on the part of
MEGASCORE are necessary to authorize this Agreement and the
Agreements contemplated hereby. This Agreement has been duly and
validly executed and delivered by MEGASCORE and, assuming this
Agreement constitutes a valid and binding obligation of DWEB,
this Agreement constitutes a valid and binding agreement of
MEGASCORE and the MEGASCORE Shareholders, enforceable against
them, respectively in accordance with its terms. MEGASCORE is
not subject to or obligated under any charter, by-law or contract
provision or any license, franchise or permit, or any order or
decree, which would be breached or violated or in respect of
which a right of acceleration would be created by its executing
and carrying out this Agreement, other than any such breach,
violation or right which will not have a material adverse effect
on MEGASCORE.
6.4 Acquisition Balance Sheet and Income Statement.
MEGASCORE shall deliver to DWEB an Acquisition Balance Sheet and
Income Statement as of the date of Closing to be delivered prior
to Closing. These financial statements are warranted to be
certified, true and accurate.
6.5 Lawsuits and Claims. There is no action, at law or in
equity, arbitration, proceeding, claim, governmental proceeding
or investigation pending or, to the best of MEGASCORE's knowledge
after reasonable investigation, threatened against MEGASCORE or
against any business or assets of MEGASCORE. MEGASCORE is not in
default with respect to any decree, injunction or other order of
any court or governmental authority.
6.6 Taxes. MEGASCORE has filed all United States income
tax and information returns and all state and local tax returns
(collectively referred to herein as "Tax Returns") which are
required to be filed and has paid, or made provision for the
payment of, all taxes (including, without limitation, all
federal, state or local income, property, sales, use, excise,
franchise, employment, withholding or similar taxes and all
interest, additions and penalties thereon or with respect thereto
("taxes") which have or may have become due pursuant to said
returns, pursuant to any assessment received by MEGASCORE, or
otherwise payable pursuant to applicable law.
6.7 Liabilities. As of Closing, MEGASCORE will have no
more than $240,000 in liabilities of any nature, whether accrued,
absolute, contingent or otherwise, existing or which may
hereafter arise out of any transaction, event or occurrence
heretofore entered into or out of any act or failure to act on
the part of MEGASCORE or any of its employees.
6.8 Assets of MEGASCORE. MEGASCORE and the MEGASCORE
Shareholders represent and warrant that at the time of Closing
MEGASCORE will have full right, title and ownership to the assets
set forth on the audited balance sheet and financial statements
as of the Closing, all of which assets will remain the property
of MEGASCORE at the time of Closing.
6.10 Investment Representation. The Shares being
acquired by MEGASCORE Shareholders hereunder are being acquired
for investment purposes only and not with a view towards resale
or redistribution and that no person or entity has any beneficial
interests in such shares except the MEGASCORE Shareholders. The
Shares being acquired have not been registered under the
Securities Act of 1933 as amended and MEGASCORE Shareholders
acknowledge and agree that they may not sell, offer, transfer,
hypothecate or convey such shares except pursuant to a
registration statement pursuant to the Act or an exemption
therefrom. Such shares shall be issued with the following legend
and shall be subject to a stock transfer order delivered by the
Company to the transfer agent, such legend to be as follows:
"The certificate and the shares represented hereby have
not been registered under the Securities Act of 1933 as
amended (the "1933 Act") and may not be sold or
transferred except such registration or in reliance
upon exemption from registration under the 1933 Act and
the rules and regulations promulgated thereunder."
6.11 Resignations. Simultaneously with the Closing, the
officers and directors of MEGASCORE will resign in favor of
management of DWEB.
7. Deliveries.
As soon as practical after the execution of the Agreement:
7.1 DWEB shall deliver and hereby delivers to the MEGASCORE
Shareholders certificates representing 50,000 shares of its
authorized and unissued common stock registered in accordance
with the written instructions from the MEGASCORE Shareholders.
7.2 The MEGASCORE Shareholders shall deliver to DWEB
certificates representing all of the issued and outstanding
capital stock of MEGASCORE, with stock powers duly endorsed in
blank.
8. Miscellaneous.
8.1 Reciprocal Indemnifications. The parties hereby agree
to indemnify each other for any damages sustained by the other
party due to any material breach or misrepresentation involved in
this Agreement.
8.2 Assignment. This Agreement may not be assigned by
either party without the express written consent of the other
party.
8.3 Governing Law - Jurisdiction. This Agreement shall be
construed and enforced in accordance with the internal laws of
the State of New Jersey.
8.4 Notice. Any notice, request, instruction or other
document or communication required or permitted to be given under
this Agreement shall be in writing and shall be sufficiently
given if delivered in person or deposited in the United States
mail, postage prepaid, for mailing by certified or registered
mail, return receipt requested, as follows:
If to DWEB delivered or addressed to:
Xxxxxx Xxxxxxxxxx, Xx., President
DynamicWeb Enterprises, Inc.
0000 Xxxxx 00 Xxxx, Xxxxx X-000
Xxxxxxx, Xxx Xxxxxx 00000
and with copies to:
Xxxxxxx X. Xxxx, Esq.
Levy & Levy, X.X.
Xxxxx 0000, Xxxxx 000
Xxxxxxxx, Xxx Xxxxxx 00000
If to MEGASCORE or the MEGASCORE Shareholders delivered or
addressed to:
Xxxxxx Xxxxxxxxxx, Xx., President
c/o DynamicWeb Enterprises, Inc.
0000 Xxxxx 00 Xxxx, Xxxxx X-000
Xxxxxxx, Xxx Xxxxxx 00000
or to such other address or addresses as may be specified from
time to time by said party by like notice.
8.4 Section Heading. Section headings as to the contents
of particular sections and subsections are for convenience only
and are in no way to be construed as part of this Agreement or as
a limitation of the scope of the particular sections or
subsections to which they refer.
8.5 Entire Agreement. This Agreement and the Exhibits,
Schedules and Attachments hereto and other agreements and
documents referenced herein constitute the entire agreement and
understanding of the parties hereto with respect to the matters
herein set forth, and all prior negotiations and understandings
relating to the subject matter of this Agreement are merged
herein and are superseded and cancelled by this Agreement.
8.6 Waivers - Amendments. Any of the terms or conditions
of this Agreement may be waived in writing at any time by the
party which is entitled to the benefit thereof or may be amended
or modified in whole or in part at any time by an agreement in
writing, executed in the same manner as this Agreement.
8.7 Counterparts. This Agreement may be executed in any
number of counterparts, including counterparts transmitted by
telecopier or FAX, any one of which shall constitute an original
of this Agreement. When counterparts of facsimile copies have
been executed by all parties, they shall have the same effect as
if the signature to each counterpart or copy whereupon the
document and copies of such documents shall be deemed valid as
originals. The parties agree that all such signatures may be
transferred to a single document upon the request of any party.
8.8 Closing. The Closing shall take place on or about
September 27, 1996 or as soon thereafter as practicable.
IN WITNESS WHEREOF, this instrument has been executed by the
parties hereto as of the day and year first above written.
DYNAMICWEB ENTERPRISES, INC.
By: /s/Xxxxxx X. Xxxxxxxxxx
------------------------------
Xxxxxx X. Xxxxxxxxxx, President
MEGASCORE, INC.
By: /s/Xxxxxx X. Xxxxxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxxxxx, President
SHAREHOLDERS OF MEGASCORE, INC.
Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxx
Xxxx Del Xxxxxxx Xxxxx Xxxxxx Xxxxxxxxx
Xxxx Xxxx Xxxxxxxxx Xxxxxxxx Xxxxxx
Xxxxx Xxxx Xxxxxx Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxx Xxxxxx Xxxxxx
Xxxx Viccelli Xxxxx Xxxxxx
Xxxxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx
Xxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxxx
Xxxxxx Major Tawny Major
Xxxxxxx Xxxxxx Xxxx Xxxxxxxxx
Central Conn. Coop. Xxxx Xxxxxxxxxx
Xxxxxxx Xxxxxxxxxx Xxxxxxx Xxxxx
Xxxxxxx Xxxxxx Xxxxxxx Xxxx
Xxxxxx Xxxxxxxx Xxxxx Xxxxxxxxxx, Xx.
Xxxxx Xxxxxxxxxx, Xx. Xxxxxxxx Xxxxxxx
dynamic\megascore.agr
