STOCK PURCHASE AGREEMENT
THIS
STOCK PURCHASE AGREEMENT
is
entered into as of December 19, 2007 by and among:
(a) Web2
Corp., a Delaware corporation (“WBTO”);
(b) Xxxxxxx
X. Xxxxxx, Xx., an individual (“Xxxxxx”);
(c) Xxxxx
X.
Xxxxx, an individual (“Xxxxx”);
(d) Xxxxxxxx
X. Xxxxxxxxx, an individual (“Xxxxxxxxx”);
(e) Xxxxxx
X.
Xxxxxxxx, an individual (“Xxxxxxxx”);
(f) Nextelligence,
Inc., a Delaware corporation (“Nextelligence”);
(g) Xxxxxx
Web, Jr., an individual (“WW”).
(h) Century
Group, Inc., a Nevada corporation (“CEYG”);
(i) Broadcast
Bid, Inc., a Nevada corporation (“Broadcast Bid”); and
(j) Xxxxxx
Xxxxxx, an individual (“Bordui”).
Each
of
the foregoing is hereinafter referred to individually as a “party” and all of
the foregoing are hereinafter collectively referred to as the
“parties.”
RECITAL:
Each
of
the parties believes it to be in his, her or its respective best interests
to
enter into this Stock Purchase Agreement (the “Agreement”) and to consummate the
transactions contemplated hereby.
NOW,
THEREFORE,
in
consideration of the Recital, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by each of the parties,
each of the parties agrees as follows:
ARTICLE
I
WBTO
Matters
1.1 Indebtedness.
Each of
the parties acknowledges and agrees that WBTO is indebted to the following
parties in the following amounts as of September 30, 2007:
(a) Xxxxxx:
$1,418,248.67 (the “Xxxxxx Indebtedness”);
(b) Xxxxx:
$453,364.15 (the “Xxxxx Indebtedness”);
(c) Xxxxxxxxx:
$50,320.00 (the “Xxxxxxxxx Indebtedness”);
(d) Xxxxxxxx:
$1,192,169.05 (the “Xxxxxxxx Indebtedness”); and
(e) Nextelligence:
$332,595.07 (the “Nextelligence Indebtedness”).
Each
of
Mobley, Forde, Xxxxxxxxx, Xxxxxxxx and Nextelligence waives the receipt of
any
interest on his, her or its respective indebtedness from and after October
1,
2007.
1.2 Issuance
of Stock.
(a) In
full
and complete satisfaction and cancellation of the Xxxxxx Indebtedness, WBTO
shall issue to Xxxxxx 20,260,694 shares of common stock of WBTO.
(b) In
full
and complete satisfaction and cancellation of the Xxxxx Indebtedness, WBTO
shall
issue to Xxxxx 6,476,631 shares of common stock of WBTO.
(c) In
full
and complete satisfaction and cancellation of the Xxxxxxxxx Indebtedness, WBTO
shall issue to Xxxxxxxxx 718,857 shares of common stock of WBTO.
(d) In
full
and complete satisfaction and cancellation of the Xxxxxxxx Indebtedness, WBTO
shall issue to Xxxxxxxx 17,030,985 shares of common stock of WBTO (collectively,
the “Xxxxxxxx Shares”).
(e) In
full
and complete satisfaction and cancellation of the Nextelligence Indebtedness,
WBTO shall issue to Nextelligence 4,751,358 shares of common stock of
WBTO.
1.3 Voting
Agreement.
(a) In
accordance with the provisions of Section 218(c) of the General Corporation
Law
of the State of Delaware, for a period of three years from and after the date
of
this Agreement, Xxxxxxxx agrees to vote all of the Xxxxxxxx Shares on all
matters brought before the shareholders of WBTO as directed by Xxxxxx or
Xxxxx.
2
(b) In
order
to effectuate the purposes and intents of Section 1.3(a) above, simultaneously
with the execution and delivery of this Agreement, Xxxxxxxx is executing and
delivering an irrevocable proxy in the substantially the form of Exhibit A
attached hereto.
1.4 Assumption
of Liabilities.
Xxxxxxxx hereby unconditionally and irrevocably assumes, and shall timely pay
and perform, all of the liabilities and obligations of WBTO to Xxxxxx X. Xxxxxx
and his Affiliates (as such term is hereinafter defined).
Article
II
Nextelligence
Matters
2.1 Stock
Transfer.
For and
in consideration of $10.00 and other good and valuable consideration, Xxxxxxxx
hereby sells, assigns, transfers and conveys to WW 1,719,500 shares of common
stock of Nextelligence, free and clear of any and all liens, encumbrances,
security interests, pledges, hypothecations, charges, restrictions and
imperfections of title of any kind or nature whatsoever, constituting all of
the
shares of common stock of Nextelligence beneficially owned by Xxxxxxxx on the
date of this Agreement. Simultaneously with the execution and delivery of this
Agreement, Xxxxxxxx is delivering to WW a certificate representing 1,719,500
shares of common stock of Nextelligence, together with a stock power, separate
from certificate, endorsed in blank with a medallion signature
guaranty.
Article
III
CEYG
and Broadcast Bid, Inc. Matters
3.1 Transfer
of CEYG Stock.
(a) For
and
in consideration of $10.00 and other good and valuable consideration,
Nextelligence hereby sells, assigns, transfers and conveys to Xxxxxxxx
47,775,000 shares of common stock of CEYG, free and clear of any and all liens,
encumbrances, security interests, pledges, hypothecations, charges, restrictions
and imperfections of title of any kind or nature whatsoever, constituting all
of
the shares of common stock of CEYG beneficially owned by Nextelligence on the
date of this Agreement. Simultaneously with the execution and delivery of this
Agreement, Nextelligence is delivering to Xxxxxxxx a certificate representing
47,775,000 shares of common stock of CEYG, together with a stock power, separate
from certificate, endorsed in blank with a medallion signature
guaranty.
(b) For
and
in consideration of $10.00 and other good and valuable consideration, Bordui
hereby sells, assigns, transfers and conveys to Xxxxxxxx 20,475,000 shares
of
common stock of CEYG, free and clear of any and all liens, encumbrances,
security interests, pledges, hypothecations, charges, restrictions and
imperfections of title of any kind or nature whatsoever, constituting all of
the
shares of common stock of CEYG beneficially owned by Bordui on the date of
this
Agreement. Simultaneously with the execution and delivery of this Agreement,
Bordui is delivering to Xxxxxxxx a certificate representing 20,475,000 shares
of
common stock of CEYG, together with a stock power, separate from certificate,
endorsed in blank with a medallion signature guaranty.
3
3.2 Transfer
of Broadcast Bid Stock.
(a) For
and
in consideration of $10.00 and other good and valuable consideration, CEYG
hereby sells, assigns, transfers and conveys to Nextelligence 6,370,000 shares
of common stock of Broadcast Bid, free and clear of any and all liens,
encumbrances, security interests, pledges, hypothecations, charges, restrictions
and imperfections of title of any kind or nature whatsoever. Simultaneously
with
the execution and delivery of this Agreement, CEYG is delivering to
Nextelligence a certificate representing 6,370,000 shares of common stock of
Broadcast Bid, together with a stock power, separate from certificate, endorsed
in blank with a medallion signature guaranty.
(b) For
and
in consideration of $10.00 and other good and valuable consideration, CEYG
hereby sells, assigns, transfers and conveys to Bordui 2,730,000 shares of
common stock of Broadcast Bid, free and clear of any and all liens,
encumbrances, security interests, pledges, hypothecations, charges, restrictions
and imperfections of title of any kind or nature whatsoever. Simultaneously
with
the execution and delivery of this Agreement, CEYG is delivering to Bordui
a
certificate representing 2,730,000 shares of common stock of Broadcast Bid,
together with a stock power, separate from certificate, endorsed in blank with
a
medallion signature guaranty.
(c) The
aggregate number of shares of common stock of Broadcast Bid being transferred
by
CEYG pursuant to this Section 4.2 constitutes all of the shares of common stock
of Broadcast Bid beneficially owned by CEYG on the date of this
Agreement
3.3 Assumption
of Note.
CEYG
hereby unconditionally and irrevocably assumes, and shall timely pay and
perform, all of the obligations of Broadcast Bid to Xxxxxxxx in the amount
of
$157,000.00, together with all interest accrued thereon, and Xxxxxxxx hereby
unconditionally and irrevocably waives all rights to collect any amount from
Broadcast Bid.
Article
IV
Certain
Representations and Warranties
4.1 WBTO
Representations and Warranties.
WBTO
represents and warrants to the other parties to this Agreement as
follows:
(a) WBTO
has
full right, power and authority to execute, deliver and perform its obligations
under this Agreement and to issue the shares of common stock being issued by
it
pursuant to this Agreement. The execution, delivery and performance by WBTO
of
this Agreement have all been approved by all necessary corporate action of
WBTO.
This Agreement has been duly executed and delivered by WBTO and constitutes
the
legal, valid and binding obligation of WBTO and is enforceable against WBTO
in
accordance with its terms.
4
(b) WBTO
has
not made or suffered to have been made any assignment, transfer or conveyance
of
any right, title, interest, claim, demand or cause of action being released
by
it pursuant to this Agreement, including without limitation any of the WBTO
Transferred Assets.
(c) Prior
to
executing and delivering this Agreement, the management of WBTO has read this
Agreement and has understood the provisions hereof. The management of WBTO
has
had the opportunity to consult with independent legal counsel of its choice
and
has, in fact, consulted with such independent counsel. This Agreement has been
executed and delivered by WBTO after independent investigation by its
management, voluntarily, and without fraud, duress or undue influence of any
kind or nature whatsoever.
4.2 Xxxxxx
Representations and Warranties.
Xxxxxx
represents and warrants to the other parties to this Agreement as
follows:
(a) Xxxxxx
has full right, power and authority to execute, deliver and perform his
obligations under this Agreement and to acquire all of the right, title and
interest in and to the assets being acquired by him pursuant to this Agreement
(collectively, the “Xxxxxx Acquired Assets”). This Agreement has been duly
executed and delivered by Xxxxxx and constitutes the legal, valid and binding
obligation of Xxxxxx and is enforceable against Xxxxxx in accordance with its
terms.
(b) The
Xxxxxx Acquired Assets constitute “securities” (collectively, the “Xxxxxx
Acquired Securities”) within the meaning of the Securities Act of 1933 or any
applicable state securities or blue sky laws (collectively, the “Securities
Laws”). Xxxxxx is acquiring the Xxxxxx Acquired Securities solely for the
account of Xxxxxx and not with a view to, or for resale in connection with,
any
“distribution,” within the meaning of the Securities Laws. Prior to his
execution and delivery of this Agreement, Xxxxxx received, reviewed and
understood all information regarding the Xxxxxx Acquired Securities which he
required. There are substantial restrictions on the transferability of the
Xxxxxx Acquired Securities. The Xxxxxx Acquired Securities are not registered
under the Securities Laws and constitute “restricted securities,” as that term
is defined in Rule 144 promulgated under the Securities Act of 1933. No person
or entity has any obligation to register any of the Xxxxxx Acquired Securities
under the Securities Laws. Therefore, Xxxxxx may be required to hold the Xxxxxx
Acquired Securities indefinitely.
(c) Xxxxxx
has not made or suffered to have been made any assignment, transfer or
conveyance of any right, title, interest, claim, demand or cause of action
being
released or assigned by him pursuant to this Agreement, including without
limitation any of the Xxxxxx Transferred Assets.
(d) Prior
to
executing and delivering this Agreement, Xxxxxx has read this Agreement and
has
understood the provisions hereof. Xxxxxx has had the opportunity to consult
with
independent legal counsel of his choice and has, in fact, consulted with such
independent counsel. Xxxxxx has executed and delivered this Agreement after
independent investigation, voluntarily, and without fraud, duress or undue
influence of any kind or nature whatsoever.
5
4.3 Xxxxx
Representations and Warranties.
Xxxxx
represents and warrants to the other parties to this Agreement as
follows:
(a) Xxxxx
has
full right, power and authority to execute, deliver and perform his obligations
under this Agreement and to acquire all of the right, title and interest in
and
to the assets being acquired by him pursuant to this Agreement (collectively,
the “Xxxxx Acquired Assets”). This Agreement has been duly executed and
delivered by Xxxxx and constitutes the legal, valid and binding obligation
of
Xxxxx and is enforceable against Xxxxx in accordance with its
terms.
(b) The
Xxxxx
Acquired Assets constitute “securities” (collectively, the “Xxxxx Acquired
Securities”) within the meaning of the Securities Laws. Xxxxx is acquiring the
Xxxxx Acquired Securities solely for the account of Xxxxx and not with a view
to, or for resale in connection with, any “distribution,” within the meaning of
the Securities Laws. Prior to his execution and delivery of this Agreement,
Xxxxx received, reviewed and understood all information regarding the Xxxxx
Acquired Securities which he required. There are substantial restrictions on
the
transferability of the Xxxxx Acquired Securities. The Xxxxx Acquired Securities
are not registered under the Securities Laws and constitute “restricted
securities,” as that term is defined in Rule 144 promulgated under the
Securities Act of 1933. No person or entity has any obligation to register
any
of the Xxxxx Acquired Securities under the Securities Laws. Therefore, Xxxxx
may
be required to hold the Xxxxx Acquired Securities indefinitely.
(c) Xxxxx
has
not made or suffered to have been made any assignment, transfer or conveyance
of
any right, title, interest, claim, demand or cause of action being released
by
him pursuant to this Agreement, including without limitation any of the Xxxxx
Transferred Assets.
(d) Prior
to
executing and delivering this Agreement, Xxxxx has read this Agreement and
has
understood the provisions hereof. Xxxxx has had the opportunity to consult
with
independent legal counsel of his choice and has, in fact, consulted with such
independent counsel. Xxxxx has executed and delivered this Agreement after
independent investigation, voluntarily, and without fraud, duress or undue
influence of any kind or nature whatsoever.
4.4 Xxxxxxxxx
Representations and Warranties.
Xxxxxxxxx represents and warrants to the other parties to this Agreement as
follows:
(a) Xxxxxxxxx
has full right, power and authority to execute, deliver and perform her
obligations under this Agreement and to acquire all of the right, title and
interest in and to the assets being acquired by her pursuant to this Agreement
(collectively, the “Xxxxxxxxx Acquired Assets”). This Agreement has been duly
executed and delivered by Xxxxxxxxx and constitutes the legal, valid and binding
obligation of Xxxxxxxxx and is enforceable against Xxxxxxxxx in accordance
with
its terms.
6
(b) The
Xxxxxxxxx Acquired Assets constitute “securities” (collectively, the “Xxxxxxxxx
Acquired Securities”) within the meaning of the Securities Laws. Xxxxxxxxx is
acquiring the Xxxxxxxxx Acquired Securities solely for the account of Xxxxxxxxx
and not with a view to, or for resale in connection with, any “distribution,”
within the meaning of the Securities Laws. Prior to her execution and delivery
of this Agreement, Xxxxxxxxx received, reviewed and understood all information
regarding the Xxxxxxxxx Acquired Securities which she required. There are
substantial restrictions on the transferability of the Xxxxxxxxx Acquired
Securities. The Xxxxxxxxx Acquired Securities are not registered under the
Securities Laws and constitute “restricted securities,” as that term is defined
in Rule 144 promulgated under the Securities Act of 1933. No person or entity
has any obligation to register any of the Xxxxxxxxx Acquired Securities under
the Securities Laws. Therefore, Xxxxxxxxx may be required to hold the Xxxxxxxxx
Acquired Securities indefinitely.
(c) Xxxxxxxxx
has not made or suffered to have been made any assignment, transfer or
conveyance of any right, title, interest, claim, demand or cause of action
being
released by her pursuant to this Agreement, including without limitation any
of
the Xxxxxxxxx Transferred Assets.
(d) Prior
to
executing and delivering this Agreement, Xxxxxxxxx has read this Agreement
and
has understood the provisions hereof. Xxxxxxxxx has had the opportunity to
consult with independent legal counsel of her choice and has, in fact, consulted
with such independent counsel. Xxxxxxxxx has executed and delivered this
Agreement after independent investigation, voluntarily, and without fraud,
duress or undue influence of any kind or nature whatsoever.
4.5 Xxxxxxxx
Representations and Warranties.
Xxxxxxxx represents and warrants to the other parties to this Agreement as
follows:
(a) Xxxxxxxx
has full right, power and authority to execute, deliver and perform his
obligations under this Agreement and to sell, assign, transfer and convey all
of
his right, title and interest in and to the assets being sold, assigned,
transferred and conveyed by him pursuant to this Agreement (collectively, the
“Xxxxxxxx Transferred Assets”). This Agreement has been duly executed and
delivered by Xxxxxxxx and constitutes the legal, valid and binding obligation
of
Xxxxxxxx and is enforceable against Xxxxxxxx in accordance with its
terms.
(b) Xxxxxxxx
holds good, valid, legal and beneficial title to all of the Xxxxxxxx Transferred
Assets, free and clear of any and all liens, encumbrances, security interests,
pledges, hypothecations, charges, restrictions and imperfections of title of
any
kind or nature whatsoever.
(c) Xxxxxxxx
is not a party to, and the Xxxxxxxx Transferred Assets are not the subject
of,
any contract or agreement involving or relating to the voting, sale, transfer,
assignment or conveyance of the Xxxxxxxx Transferred Assets, including without
limitation any shareholders’ agreement, voting agreement, voting trust
agreement, proxy agreement, proxy, warrant or option agreement, right of first
refusal, right of first offer or other similar agreement. Xxxxxxxx has never
granted a security interest in or pledged any or all of the Xxxxxxxx Transferred
Assets to any person or entity. Xxxxxxxx has never granted to any person or
entity any proxy, voting trust or other right to vote the Xxxxxxxx Transferred
Assets. Xxxxxxxx has never granted to any person or entity any warrant, option
or other right to purchase directly or indirectly any or all of the Xxxxxxxx
Transferred Assets and, except for this Agreement, Xxxxxxxx has never entered
into any contract or agreement for the sale or purchase of the Xxxxxxxx
Transferred Assets.
7
(d) Xxxxxxxx
has not made or suffered to have been made any assignment, transfer or
conveyance of any right, title, interest, claim, demand or cause of action
being
released or assigned by him pursuant to this Agreement, including without
limitation any of the Xxxxxxxx Transferred Assets.
(e) Prior
to
executing and delivering this Agreement, Xxxxxxxx has read this Agreement and
has understood the provisions hereof. Xxxxxxxx has had the opportunity to
consult with independent legal counsel of his choice and has, in fact, consulted
with such independent counsel. Xxxxxxxx has executed and delivered this
Agreement after independent investigation, voluntarily, and without fraud,
duress or undue influence of any kind or nature whatsoever.
4.6 Nextelligence
Representations and Warranties.
Nextelligence represents and warrants to the other parties to this Agreement
as
follows:
(a) Nextelligence
has full right, power and authority to execute, deliver and perform its
obligations under this Agreement, to sell, transfer, assign and convey all
of
its right, title and interest in and to the assets being sold, assigned,
transferred and conveyed by it pursuant to this Agreement (collectively, the
“Nextelligence Transferred Assets”) and to acquire all of the right, title and
interest in and to the assets being acquired by it pursuant to this Agreement
(collectively, the “Nextelligence Acquired Assets”). The execution, delivery and
performance by Nextelligence of this Agreement have all been approved by all
necessary corporate action of Nextelligence. This Agreement has been duly
executed and delivered by Nextelligence and constitutes the legal, valid and
binding obligation of Nextelligence and is enforceable against Nextelligence
in
accordance with its terms.
(b) Nextelligence
holds good, valid, legal and beneficial title to all of the Nextelligence
Transferred Assets, free and clear of any and all liens, encumbrances, security
interests, pledges, hypothecations, charges, restrictions and imperfections
of
title of any kind or nature whatsoever.
(c) Nextelligence
is not a party to, and the Nextelligence Transferred Assets are not the subject
of, any contract or agreement involving or relating to the voting, sale,
transfer, assignment or conveyance of the Nextelligence Transferred Assets,
including without limitation any shareholders’ agreement, voting agreement,
voting trust agreement, proxy agreement, proxy, warrant or option agreement,
right of first refusal, right of first offer or other similar agreement.
Nextelligence has never granted a security interest in or pledged any or all
of
the Nextelligence Transferred Assets to any person or entity. Nextelligence
has
never granted to any person or entity any proxy, voting trust or other right
to
vote the Nextelligence Transferred Assets. Nextelligence has never granted
to
any person or entity any warrant, option or other right to purchase directly
or
indirectly any or all of the Nextelligence Transferred Assets and, except for
this Agreement, Nextelligence has never entered into any contract or agreement
for the sale or purchase of the Nextelligence Transferred Assets.
8
(d) Certain
of the Nextelligence Acquired Assets constitute “securities” (collectively, the
“Nextelligence Acquired Securities”) within the meaning of the Securities Laws.
Nextelligence is acquiring the Nextelligence Acquired Securities solely for
the
account of Nextelligence and not with a view to, or for resale in connection
with, any “distribution,” within the meaning of the Securities Laws. Prior to
its execution and delivery of this Agreement, the management of Nextelligence
received, reviewed and understood all information regarding the Nextelligence
Acquired Securities which it required. There are substantial restrictions on
the
transferability of the Nextelligence Acquired Securities. The Nextelligence
Acquired Securities are not registered under the Securities Laws and constitute
“restricted securities,” as that term is defined in Rule 144 promulgated under
the Securities Act of 1933. No person or entity has any obligation to register
any of the Nextelligence Acquired Securities under the Securities Laws.
Therefore, Nextelligence may be required to hold the Nextelligence Acquired
Securities indefinitely.
(e) Nextelligence
has not made or suffered to have been made any assignment, transfer or
conveyance of any right, title, interest, claim, demand or cause of action
being
released or assigned by it pursuant to this Agreement.
(f) Prior
to
executing and delivering this Agreement, the management of Nextelligence has
read this Agreement and has understood the provisions hereof. The management
of
Nextelligence has had the opportunity to consult with independent legal counsel
of its choice and has, in fact, consulted with such independent counsel. This
Agreement has been executed and delivered by Nextelligence after independent
investigation by its management, voluntarily, and without fraud, duress or
undue
influence of any kind or nature whatsoever.
4.7 WW
Representations and Warranties.
WW
represents and warrants to the other parties to this Agreement as
follows:
(a) WW
has
full right, power and authority to execute, deliver and perform his obligations
under this Agreement and to acquire all of the right, title and interest in
and
to the assets being acquired by him pursuant to this Agreement (collectively,
the “WW Acquired Assets”). This Agreement has been duly executed and delivered
by WW and constitutes the legal, valid and binding obligation of WW and is
enforceable against WW in accordance with its terms.
(b) The
WW
Acquired Assets constitute “securities” (collectively, the “WW Acquired
Securities”) within the meaning of the Securities Laws. WW is acquiring the WW
Acquired Securities solely for the account of WW and not with a view to, or
for
resale in connection with, any “distribution,” within the meaning of the
Securities Laws. Prior to his execution and delivery of this Agreement, WW
received, reviewed and understood all information regarding the WW Acquired
Securities which he required. There are substantial restrictions on the
transferability of the WW Acquired Securities. The WW Acquired Securities are
not registered under the Securities Laws and constitute “restricted securities,”
as that term is defined in Rule 144 promulgated under the Securities Act of
1933. No person or entity has any obligation to register any of the WW Acquired
Securities under the Securities Laws. Therefore, WW may be required to hold
the
WW Acquired Securities indefinitely.
9
(c) WW
has
not made or suffered to have been made any assignment, transfer or conveyance
of
any right, title, interest, claim, demand or cause of action being released
by
him pursuant to this Agreement.
(d) Prior
to
executing and delivering this Agreement, WW has read this Agreement and has
understood the provisions hereof. WW has had the opportunity to consult with
independent legal counsel of his choice and has, in fact, consulted with such
independent counsel. WW has executed and delivered this Agreement after
independent investigation, voluntarily, and without fraud, duress or undue
influence of any kind or nature whatsoever.
4.8 CEYG
Representations and Warranties.
CEYG
represents and warrants to the other parties to this Agreement as
follows:
(a) CEYG
has
full right, power and authority to execute, deliver and perform its obligations
under this Agreement and to sell, transfer, assign and convey all of its right,
title and interest in and to the assets being sold, assigned, transferred and
conveyed by it pursuant to this Agreement (collectively, the “CEYG Transferred
Assets”). The execution, delivery and performance by CEYG of this Agreement have
all been approved by all necessary corporate action of CEYG. This Agreement
has
been duly executed and delivered by CEYG and constitutes the legal, valid and
binding obligation of CEYG and is enforceable against CEYG in accordance with
its terms.
(b) CEYG
holds good, valid, legal and beneficial title to all of the CEYG Transferred
Assets, free and clear of any and all liens, encumbrances, security interests,
pledges, hypothecations, charges, restrictions and imperfections of title of
any
kind or nature whatsoever.
(c) CEYG
is
not a party to, and the CEYG Transferred Assets are not the subject of, any
contract or agreement involving or relating to the voting, sale, transfer,
assignment or conveyance of the CEYG Transferred Assets, including without
limitation any shareholders’ agreement, voting agreement, voting trust
agreement, proxy agreement, proxy, warrant or option agreement, right of first
refusal, right of first offer or other similar agreement. CEYG has never granted
a security interest in or pledged any or all of the CEYG Transferred Assets
to
any person or entity. CEYG has never granted to any person or entity any proxy,
voting trust or other right to vote the CEYG Transferred Assets. CEYG has never
granted to any person or entity any warrant, option or other right to purchase
directly or indirectly any or all of the CEYG Transferred Assets and, except
for
this Agreement, CEYG has never entered into any contract or agreement for the
sale or purchase of the CEYG Transferred Assets.
(d) CEYG
has
not made or suffered to have been made any assignment, transfer or conveyance
of
any right, title, interest, claim, demand or cause of action being released
or
assigned by it pursuant to this Agreement.
10
(e) Prior
to
executing and delivering this Agreement, the management of CEYG has read this
Agreement and has understood the provisions hereof. The management of CEYG
has
had the opportunity to consult with independent legal counsel of its choice
and
has, in fact, consulted with such independent counsel. This Agreement has been
executed and delivered by CEYG after independent investigation by its
management, voluntarily, and without fraud, duress or undue influence of any
kind or nature whatsoever.
4.9 Broadcast
Bid Representations and Warranties.
Broadcast Bid represents and warrants to the other parties to this Agreement
as
follows:
(a) Broadcast
Bid has full right, power and authority to execute, deliver and perform its
obligations under this Agreement. The execution, delivery and performance by
Broadcast Bid of this Agreement have all been approved by all necessary
corporate action of Broadcast Bid. This Agreement has been duly executed and
delivered by Broadcast Bid and constitutes the legal, valid and binding
obligation of Broadcast Bid and is enforceable against Broadcast Bid in
accordance with its terms.
(b) Broadcast
Bid has not made or suffered to have been made any assignment, transfer or
conveyance of any right, title, interest, claim, demand or cause of action
being
released by it pursuant to this Agreement.
(c) Prior
to
executing and delivering this Agreement, the management of Broadcast Bid has
read this Agreement and has understood the provisions hereof. The management
of
Broadcast Bid has had the opportunity to consult with independent legal counsel
of its choice and has, in fact, consulted with such independent counsel. This
Agreement has been executed and delivered by Broadcast Bid after independent
investigation by its management, voluntarily, and without fraud, duress or
undue
influence of any kind or nature whatsoever.
4.10 Bordui
Representations and Warranties.
Bordui
represents and warrants to the other parties to this Agreement as
follows:
(a) Bordui
has full right, power and authority to execute, deliver and perform his
obligations under this Agreement, to sell, assign, transfer and convey all
of
his right, title and interest in and to the assets being sold, assigned,
transferred and conveyed by him pursuant to this Agreement (collectively, the
“Bordui Transferred Assets”) and to acquire all of the right, title and interest
in and to the assets being acquired by him pursuant to this Agreement
(collectively, the “Bordui Acquired Assets”). This Agreement has been duly
executed and delivered by Bordui and constitutes the legal, valid and binding
obligation of Bordui and is enforceable against Bordui in accordance with its
terms.
(b) Bordui
holds good, valid, legal and beneficial title to all of the Bordui Transferred
Assets, free and clear of any and all liens, encumbrances, security interests,
pledges, hypothecations, charges, restrictions and imperfections of title of
any
kind or nature whatsoever.
11
(c) Bordui
is
not a party to, and the Bordui Transferred Assets are not the subject of, any
contract or agreement involving or relating to the voting, sale, transfer,
assignment or conveyance of the Bordui Transferred Assets, including without
limitation any shareholders’ agreement, voting agreement, voting trust
agreement, proxy agreement, proxy, warrant or option agreement, right of first
refusal, right of first offer or other similar agreement. Bordui has never
granted a security interest in or pledged any or all of the Bordui Transferred
Assets to any person or entity. Bordui has never granted to any person or entity
any proxy, voting trust or other right to vote the Bordui Transferred Assets.
Bordui has never granted to any person or entity any warrant, option or other
right to purchase directly or indirectly any or all of the Bordui Transferred
Assets and, except for this Agreement, Bordui has never entered into any
contract or agreement for the sale or purchase of the Bordui Transferred
Assets.
(d) Certain
of the Bordui Acquired Assets constitute “securities” (collectively, the “Bordui
Acquired Securities”) within the meaning of the Securities Laws. Bordui is
acquiring the Bordui Acquired Securities solely for the account of Bordui and
not with a view to, or for resale in connection with, any “distribution,” within
the meaning of the Securities Laws. Prior to his execution and delivery of
this
Agreement, Bordui received, reviewed and understood all information regarding
the Bordui Acquired Securities which he required. There are substantial
restrictions on the transferability of the Bordui Acquired Securities. The
Bordui Acquired Securities are not registered under the Securities Laws and
constitute “restricted securities,” as that term is defined in Rule 144
promulgated under the Securities Act of 1933. No person or entity has any
obligation to register any of the Bordui Acquired Securities under the
Securities Laws. Therefore, Bordui may be required to hold the Bordui Acquired
Securities indefinitely.
(e) Bordui
has not made or suffered to have been made any assignment, transfer or
conveyance of any right, title, interest, claim, demand or cause of action
being
released or assigned by him pursuant to this Agreement, including without
limitation any of the Bordui Transferred Assets.
(f) Prior
to
executing and delivering this Agreement, Bordui has read this Agreement and
has
understood the provisions hereof. Bordui has had the opportunity to consult
with
independent legal counsel of his choice and has, in fact, consulted with such
independent counsel. Bordui has executed and delivered this Agreement after
independent investigation, voluntarily, and without fraud, duress or undue
influence of any kind or nature whatsoever.
Article
V
Resignations
5.1 Xxxxxx
Resignation.
Xxxxxx
voluntarily resigns as a director and/or officer of CEYG.
12
5.2 Bordui
Resignation.
Bordui
voluntarily resigns as a director and officer of CEYG.
Article
VI
Termination
of Agreements
6.1 Termination
of Xxxxxxxx Agreements.
Other
than this Agreement, all agreements of any kind or nature whatsoever in effect
on the date of this Agreement between or among Xxxxxxxx on the one hand, and
any
of WBTO, Mobley, Forde, Xxxxxxxxx, Nextelligence, Broadcast Bid or Bordui,
or
any of their respective Affiliates on the other hand, are hereby terminated
and
shall be of no further force or effect, and no party shall have any liability
with respect to any such termination.
6.2 Termination
of CEYG Agreements.
Other
than this Agreement, all agreements of any kind or nature whatsoever in effect
on the date of this Agreement between or among CEYG on the one hand, and any
of
Mobley, Forde, Nextelligence, Broadcast Bid or Bordui, or any of their
respective Affiliates on the other hand, are hereby terminated and shall be
of
no further force or effect, and no party shall have any liability with respect
to any such termination.
Article
VII
General
Releases
7.1 Certain
Definitions.
(a) For
purposes of this Agreement, the term “Xxxxxxxx Released Parties” shall mean and
include Xxxxxxxx and CEYG, and the heirs, personal representatives, executors,
legal representatives, successors and assigns of each and every one of the
foregoing.
(b) For
purposes of this Agreement, the term “WBTO Released Parties” shall mean and
include Mobley, Forde, Nextelligence, Broadcast Bid, Bordui and WW, and their
respective Affiliates, and the directors, officers, employees, agents and
attorneys of each and every one of the foregoing, and the heirs, personal
representatives, executors, legal representatives, successors and assigns of
each and every one of the foregoing.
7.2 WBTO
Release of Certain Parties.
WBTO
does hereby remise, release, acquit, satisfy, and forever discharge each and
every one of the Xxxxxxxx Released Parties of and from all, and all manner
of,
action and actions, cause and causes of action, suits, debts, dues, sums of
money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments,
executions, claims and demands whatsoever, in law or in equity, which WBTO
ever
had, now has, or hereafter can, shall or may have, against any or all of the
Xxxxxxxx Released Parties, for, upon or by reason of any matter, cause or thing
whatsoever, from the beginning of time to the date of this Agreement, other
than
the representations, warranties, covenants, agreements, indemnities and releases
of the Xxxxxxxx Released Parties set forth in this Agreement and the exhibit
attached hereto (all of which shall remain in full force and
effect).
13
7.3 Xxxxxx
Release of Certain Parties.
Xxxxxx
does hereby remise, release, acquit, satisfy, and forever discharge each and
every one of the Xxxxxxxx Released Parties of and from all, and all manner
of,
action and actions, cause and causes of action, suits, debts, dues, sums of
money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments,
executions, claims and demands whatsoever, in law or in equity, which Xxxxxx
ever had, now has, or hereafter can, shall or may have, against any or all
of
the Xxxxxxxx Released Parties, for, upon or by reason of any matter, cause
or
thing whatsoever, from the beginning of time to the date of this Agreement,
other than the representations, warranties, covenants, agreements, indemnities
and releases of the Xxxxxxxx Released Parties set forth in this Agreement and
the exhibit attached hereto (all of which shall remain in full force and
effect).
7.4 Xxxxx
Release of Certain Parties.
Xxxxx
does hereby remise, release, acquit, satisfy, and forever discharge each and
every one of the Xxxxxxxx Released Parties of and from all, and all manner
of,
action and actions, cause and causes of action, suits, debts, dues, sums of
money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments,
executions, claims and demands whatsoever, in law or in equity, which Xxxxx
ever
had, now has, or hereafter can, shall or may have, against any or all of the
Xxxxxxxx Released Parties, for, upon or by reason of any matter, cause or thing
whatsoever, from the beginning of time to the date of this Agreement, other
than
the representations, warranties, covenants, agreements, indemnities and releases
of the Xxxxxxxx Released Parties set forth in this Agreement and the exhibit
attached hereto (all of which shall remain in full force and
effect).
7.5 Xxxxxxxxx
Release of Certain Parties.
Xxxxxxxxx does hereby remise, release, acquit, satisfy, and forever discharge
each and every one of the Xxxxxxxx Released Parties of and from all, and all
manner of, action and actions, cause and causes of action, suits, debts, dues,
sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
contracts, controversies, agreements, promises, variances, trespasses, damages,
judgments, executions, claims and demands whatsoever, in law or in equity,
which
Xxxxxxxxx ever had, now has, or hereafter can, shall or may have, against any
or
all of the Xxxxxxxx Released Parties, for, upon or by reason of any matter,
cause or thing whatsoever, from the beginning of time to the date of this
Agreement, other than the representations, warranties, covenants, agreements,
indemnities and releases of the Xxxxxxxx Released Parties set forth in this
Agreement and the exhibit attached hereto (all of which shall remain in full
force and effect).
7.6 Nextelligence
Release of Certain Parties.
Nextelligence does hereby remise, release, acquit, satisfy, and forever
discharge each and every one of the Xxxxxxxx Released Parties of and from all,
and all manner of, action and actions, cause and causes of action, suits, debts,
dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
contracts, controversies, agreements, promises, variances, trespasses, damages,
judgments, executions, claims and demands whatsoever, in law or in equity,
which
Nextelligence ever had, now has, or hereafter can, shall or may have, against
any or all of the Xxxxxxxx Released Parties, for, upon or by reason of any
matter, cause or thing whatsoever, from the beginning of time to the date of
this Agreement, other than the representations, warranties, covenants,
agreements, indemnities and releases of the Xxxxxxxx Released Parties set forth
in this Agreement and the exhibit attached hereto (all of which shall remain
in
full force and effect).
14
7.7 WW
Release of Certain Parties.
WW does
hereby remise, release, acquit, satisfy, and forever discharge each and every
one of the Xxxxxxxx Released Parties of and from all, and all manner of, action
and actions, cause and causes of action, suits, debts, dues, sums of money,
accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments,
executions, claims and demands whatsoever, in law or in equity, which WW ever
had, now has, or hereafter can, shall or may have, against any or all of the
Xxxxxxxx Released Parties, for, upon or by reason of any matter, cause or thing
whatsoever, from the beginning of time to the date of this Agreement, other
than
the representations, warranties, covenants, agreements, indemnities and releases
of the Xxxxxxxx Released Parties set forth in this Agreement and the exhibit
attached hereto (all of which shall remain in full force and
effect).
7.8 Broadcast
Bid Release of Certain Parties.
Broadcast Bid does hereby remise, release, acquit, satisfy, and forever
discharge each and every one of the Xxxxxxxx Released Parties of and from all,
and all manner of, action and actions, cause and causes of action, suits, debts,
dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
contracts, controversies, agreements, promises, variances, trespasses, damages,
judgments, executions, claims and demands whatsoever, in law or in equity,
which
Broadcast Bid ever had, now has, or hereafter can, shall or may have, against
any or all of the Xxxxxxxx Released Parties, for, upon or by reason of any
matter, cause or thing whatsoever, from the beginning of time to the date of
this Agreement, other than the representations, warranties, covenants,
agreements, indemnities and releases of the Xxxxxxxx Released Parties set forth
in this Agreement and the exhibit attached hereto (all of which shall remain
in
full force and effect).
7.9 Bordui
Release of Certain Parties.
Bordui
does hereby remise, release, acquit, satisfy, and forever discharge each and
every one of the Xxxxxxxx Released Parties of and from all, and all manner
of,
action and actions, cause and causes of action, suits, debts, dues, sums of
money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments,
executions, claims and demands whatsoever, in law or in equity, which Bordui
ever had, now has, or hereafter can, shall or may have, against any or all
of
the Xxxxxxxx Released Parties, for, upon or by reason of any matter, cause
or
thing whatsoever, from the beginning of time to the date of this Agreement,
other than the representations, warranties, covenants, agreements, indemnities
and releases of the Xxxxxxxx Released Parties set forth in this Agreement and
the exhibit attached hereto (all of which shall remain in full force and
effect).
15
7.10 Xxxxxxxx
Release of Certain Parties.
Xxxxxxxx does hereby remise, release, acquit, satisfy, and forever discharge
each and every one of the WBTO Released Parties of and from all, and all manner
of, action and actions, cause and causes of action, suits, debts, dues, sums
of
money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments,
executions, claims and demands whatsoever, in law or in equity, which Xxxxxxxx
ever had, now has, or hereafter can, shall or may have, against any or all
of
the WBTO Released Parties, for, upon or by reason of any matter, cause or thing
whatsoever, from the beginning of time to the date of this Agreement, other
than
the representations, warranties, covenants, agreements, indemnities and releases
of the WBTO Released Parties set forth in this Agreement (all of which shall
remain in full force and effect).
7.11 CEYG
Release of Certain Parties.
CEYG
does hereby remise, release, acquit, satisfy, and forever discharge each and
every one of the WBTO Released Parties of and from all, and all manner of,
action and actions, cause and causes of action, suits, debts, dues, sums of
money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments,
executions, claims and demands whatsoever, in law or in equity, which CEYG
ever
had, now has, or hereafter can, shall or may have, against any or all of the
WBTO Released Parties, for, upon or by reason of any matter, cause or thing
whatsoever, from the beginning of time to the date of this Agreement, other
than
the representations, warranties, covenants, agreements, indemnities and releases
of the WBTO Released Parties set forth in this Agreement (all of which shall
remain in full force and effect).
7.12 Forbearance.
No
party to this Agreement shall bring any claim, suit, action or proceeding
against any other party or parties to this Agreement for, upon or by reason
of
any matter, cause or thing whatsoever released pursuant to the foregoing
provisions of this Article VII.
Article
VIII
Survival
and Indemnities
8.1 Survival.
All of
the representations, warranties, covenants, agreements, indemnities, releases
and obligations of the respective parties set forth in this Agreement shall
survive the execution and delivery of this Agreement.
8.2 Indemnities.
Each
party to this Agreement shall indemnify and hold harmless each and every other
party to this Agreement from, against and in respect of the full amount of
any
and all liabilities, damages, claims, taxes, deficiencies, assessments, losses,
penalties, interest, costs and expenses (including without limitation fees
and
disbursements of trial and appellate counsel) paid, suffered or incurred by
each
and every other party to this Agreement arising from, in connection with or
incident to, any breach or violation by a party of any or all of his, her or
its
respective representations, warranties, covenants or agreements set forth in
this Agreement.
16
Article
IX
Miscellaneous
Provisions
9.1 Certain
Definitions.
As
utilized in this Agreement, the following terms shall have the following
respective meanings:
(a) “Affiliate”
means, with respect to a specified Person (as such term is hereinafter defined),
any other Person which, directly or indirectly, controls, is controlled by,
or
is under common control with, such specified Person. The concept of “control”
when utilized with respect to a specified Person, shall signify the possession
of the power to direct the management and policies of such specified Person,
directly or indirectly, whether through the ownership of voting or equity
securities, by contract or otherwise.
(b) “Person”
means any individual, person, sole proprietorship, company, corporation,
partnership, joint venture, trust, association or other entity, or any
combination of the foregoing.
9.2 Further
Assurances.
Each of
the parties to this Agreement shall cooperate with one another, shall promptly
do and perform such actions and things, and shall promptly execute and deliver
such agreements, documents and instruments, as may be reasonable and necessary
to effectuate the purposes and intents of this Agreement.
9.3 Applicable
Law.
Other
than Section 1.3 hereof and Exhibit A attached hereto, the validity,
interpretation and performance of this Agreement shall be controlled by and
construed under the laws of the State of Florida without regard to its conflict
of law provisions. The validity, interpretation and performance of Section
1.3
of this Agreement and Exhibit A attached hereto shall be controlled by and
construed under the laws of the State of Delaware without regard to its conflict
of law provisions. Any dispute or claim based upon or arising out of this
Agreement shall be adjudicated exclusively in a court of competent jurisdiction
located in Orange County, Florida. Due to the complex nature of any such dispute
or claim, each of the parties waives the right to a trial by jury.
9.4 Entire
Agreement.
This
Agreement constitutes the entire agreement between and among the parties with
respect to the subject matter hereof and supersedes all prior agreements,
understandings, negotiations and arrangements, both oral and written, between
and among the parties with respect to such subject matter. This Agreement may
not be amended or modified in any manner, except by a written instrument
executed by each of the parties hereto.
9.5 Benefits;
Binding Effect.
This
Agreement shall be for the benefit of, and shall be binding upon, each of the
parties and their respective heirs, personal representatives, executors, legal
representatives, successors and assigns.
9.6 Headings.
The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of any or all of the
provisions hereof.
17
9.7 Counterparts;
Signatures.
This
Agreement may be executed in any number of counterparts and by the separate
parties in separate counterparts, each of which shall be deemed to constitute
an
original and all of which shall be deemed to constitute the one and the same
instrument. Facsimile signatures shall be deemed to constitute and to have
the
same legal effect as an original signature.
IN
WITNESS WHEREOF,
each of
the parties has executed and delivered this Agreement as of the date first
written above.
|
WEB2
CORP.,
a Delaware corporation
|
|||
|
By:
|
/s/
Xxxxxxx X. Xxxxxx, Xx.
|
||
|
Xxxxxxx
X. Xxxxxx, Xx.,
|
|||
|
Chairman
and
|
|||
|
Chief
Executive Officer
|
|||
|
/s/
Xxxxxxx X. Xxxxxx, Xx.
|
|||
|
Xxxxxxx
X. Xxxxxx, Xx., an individual
|
|||
|
/s/
Xxxxx X. Xxxxx
|
|||
|
Xxxxx
X. Xxxx, an individual
|
|||
|
/s/
Xxxxxxxx X. Xxxxxxxxx
|
|||
|
Xxxxxxxx
X. Xxxxxxxxx, an individual
|
|||
|
/s/
Xxxxxx X. Xxxxxxxx
|
|||
|
Xxxxxx
X. Xxxxxxxx, an individual
|
|||
18
|
NEXTELLIGENCE,
INC.,
|
||||||
|
a
Delaware corporation
|
||||||
|
By:
|
/s/
Xxxxxxx X. Xxxxxx, Xx.
|
|||||
|
Xxxxxxx
X. Xxxxxx, Xx., Chairman
|
||||||
|
and
Chief Executive Officer
|
||||||
|
/s/
Xxxxxx Web, Jr.
|
||||||
|
Xxxxxx
Web, Jr., an individual
|
||||||
|
CENTURY
GROUP, INC.,
|
||||||
|
a
Nevada corporation
|
||||||
|
By:
|
/s/
Xxxxxx Xxxxxx
|
|||||
|
Xxxxxx
Xxxxxx, President
|
||||||
|
BROADCAST
BID, INC.,
|
||||||
|
a
Nevada corporation
|
||||||
|
By:
|
/s/
Xxxxxx Xxxxxx
|
|||||
|
Xxxxxx
Xxxxxx, President
|
||||||
|
/s/
Xxxxxx Xxxxxx
|
||||||
|
Xxxxxx
Xxxxxx, an individual
|
||||||
19
Exhibit
A
20
Irrevocable
Proxy
The
undersigned shareholder of Web2 Corp., a Delaware corporation (the “Company”),
does hereby irrevocably constitute and appoint Xxxxxxx X. Xxxxxx, Xx. and Xxxxx
X. Xxxxx, and each of them acting alone, as his true and lawful attorney, agent
and proxy, with full power of substitution, to act for the undersigned
shareholder and to vote 17,030,985 shares of common stock, $.001 par value,
of
the Company beneficially owned by the undersigned shareholder at any time and
from time to time after the date of this instrument on all matters brought
before the shareholders of the Company.
This
proxy is given pursuant to the provisions of that certain Stock Purchase
Agreement dated as of December 19, 2007 by and among the Company and various
other parties (the “Stock Purchase Agreement”), and is coupled with an interest.
This proxy is irrevocable and may not be revoked, amended or altered by the
undersigned shareholder. This proxy shall be valid and binding and shall remain
in full force and effect for a period of three years from and after the date
of
this instrument.
This
proxy shall for all purposes be governed by, and shall be construed and
interpreted in accordance with, the laws of the State of Delaware.
IN
WITNESS WHEREOF,
the
undersigned shareholder has executed and delivered this instrument as of
December 19, 2007.
|
Xxxxxx
X. Xxxxxxxx
|
21
