Acquisition Agreement
"Between Xxxxxx, Inc. & Web Marketing Network, Inc."
This Agreement, set forth on this 10th day of January 2002, is between Xxxxxx,
Inc., a Nevada Corporation hereafter referred to as the "RAQL", Xxxxxxx
Xxxxxxxxxxx, hereafter referred to as "WMA", and Web Marketing Network, Inc., a
Canadian Corporation hereafter referred to as the "WMA".
In accordance with this agreement, RAQL agrees to acquire WMA, and WMA agrees to
be acquired by RAQL.
Terms
WMA agrees to transfer 100 shares of company stock, hereafter referred to as
"WMA Shares", which represents all outstanding shares of WMA, to RAQL. WMA
hereby certifies and warrants that WMA Shares represent all outstanding shares
of WMA company stock. Company further certifies and warrants that, upon transfer
of WMA Shares to RAQL, RAQL will have acquired, and subsequently will own, 100%
of WMA.
RAQL agrees to transfer 3 percent of company stock in common shares, hereafter
referred to as "RAQL Shares12", which represents 3% of all outstanding common
shares of RAQL, to WMA. RAQL hereby certifies and warrants that RAQL Shares
represent 3% of all outstanding common shares of RAQL company stock. Company
further certifies and warrants that, upon transfer of RAQL Shares to WMA, WMA
will own 3% of RAQL. In the event of dilution of common shares by RAQL, WMA will
receive 3% of additionally issued common shares in RAQL.
Execution Procedure
Upon execution of this agreement, WMA will transfer WMA Shares to RAQL, who,
upon receipt of duly transferred WMA Shares, will subsequently transfer RAQL
Shares to WMA. RAQL will assist WMA in establishing an account with Camden
Securities, located in Los Angeles, California, for the purpose of receiving and
maintaining RAQL Shares in accordance with the terms of this agreement.
Duties & Responsibilities
WMA will continue to operate in the same capacity as it has prior to the
execution of this agreement, making every reasonable effort to maintain growth,
and continue profitability. Xxxxxxx Xxxxxxxxxxx will continue as President of
WMA for a minimum or 365 days. WMA will not disclose, at any time, confidential
information related to WMA, and/or RAQL. WMA will represent RAQL in a positive
manner at all times, without exception. WMA will comply with all requests made
by RAQL, without exception. Further, WMA will complete a business plan, as well
as any additional documents or materials, which may be required to complete WMA
financing and expansion. WMA will provide to RAQL, complete financial reports,
as well as any other information requested, in a timely and efficient manner.
Xxxxxxx Xxxxxxxxxxx will serve as Vice President of Sales and Marketing for RAQL
for a period of one year.
RAQL will assume responsibility for all Government, State, Local, and other
Regulatory filings required to maintain WMA. Further, at such time as WMA has
completed a satisfactory business plan, as well as other necessary material
documents, and is prepared to seek financing for expansion, RAQL will assist WMA
in the process. Upon completion of sufficient financing by WMA, and upon meeting
any other required qualifications, RAQL will assist WMA in the filing process
for a listing on the Nasdaq Bulletin Board Exchange.
Notices
Except as otherwise specifically provided herein, all notices or communications
provided for herein shall be in writing addressed as follows:
TO RAQL: Xxxxxx, Inc.
So. Xxxxxxx Dr., Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
TO WMN: Xxxxxxx Xxxxxxxxxxx
000 Xxxxxxxx Xx #0
Xxxxxxx Xxxxxxx Xxxxxx, X0X0X0
or to such other address or addresses as may be designated by either party by
written notice to the other. All such communications shall be effective upon
being deposited with an overnight courier service or in the United States Mail;
provided, however, the time period in which an action in response to any such
notice, demand or request must be made shall commence to run from the following
day if deposited with an overnight courier service or from the date of receipt
on the return receipt of the notice, demand or request by the addressee thereof
if deposited in United States Mail. Communications given by facsimile shall be
effective the date of receipt by the person to whom it is addressed.
Acquisition Agreement
"Between Xxxxxx, Inc. & Web Marketing Network, Inc."
Escape Clause
In the event that common shares of RAQL do not reach a share price of $1 or more
during the 365 day period following the acquisition of WMA, and RAQL also fails
to obtain any additional financing for WMA after WMA has provided all necessary
documentation and co-operation required to obtain financing, then WMA may be
released from this agreement with ownership restored to WMA by returning all
RAQL shares received to RAQL.
Governing Law
This Agreement shall be construed and enforced under and governed by the
internal laws of the State of California. This Agreement may only be amended by
an instrument in writing, duly executed by both parties hereto.
Headings
Headings of Sections or subsections in this Agreement are for convenience only
and do not constitute a substantive part of the Agreement. Accordingly, such
headings shall not be deemed to constitute part of this Agreement when
interpreting or enforcing this Agreement.
Entire Agreement; Amendment
This Agreement, which shall be executed in duplicate originals, constitutes the
entire agreement between the parties, and supersedes and is in lieu of all
existing agreements, arrangements, or understandings among the parties with
respect to matters covered herein. This Agreement may be amended or modified
only by a written instrument executed by authorized representatives of each of
the parties.
Securities Transfer & Sale Terms
1 RAQL Shares to consist of 3% of RAQL common shares, of which 20% will be free
trading2, and 80% will be restricted3.
2 Free trading shares are deemed freely tradable, however, WMA hereby agrees and
warrants that it will limit the sale or transfer of free trading RAQL Shares to
a maximum of 10,000 shares in any thirty day time period, and a maximum of 500
shares on any single day. Further, WMA hereby agrees and warrants that it will
hold, and not sell or transfer, all RAQL shares received, for a period of no
less than sixty days from the date of receipt. WMA also agrees and warrants
that, at no time, will it sell RAQL shares at or below the BID price of the
stock, rather, it will only attempt to execute orders at the ASK price, or
between the ASK price and the BID price or RAQL shares.
3 Restricted shares are restricted for a period of 365 days from the date of
issue, and may be redeemed at any time thereafter. Upon redemption, restricted
shares of RAQL are converted to free trading shares2 of RAQL. WMA agrees and
warrants that it will hold, and not sell or transfer, all RAQL restricted shares
received, until such time as they may be converted to free trading shares.
Severability
If any part or provision of this Agreement is judicially determined to be
unenforceable, such part or provision shall be considered severable, and the
remaining parts and provisions shall continue in full force and effect.
Assignment
This Agreement may not be assigned.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
Xxxxxx, INC. Web Marketing Network, Inc.
By:/S/ Xxxxxx Xxxxxx By:/S/ Xxxxxxx Xxxxxxxxxxx
------------------------------- -------------------------------------
Name: Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxxxxxxx
Title: President Title: President
Date: January 10, 2002 Date: January 10, 2002
