REDEMPTION AGREEMENT
This Redemption Agreement ("Agreement") is made as of May 9,
2002 by and between Othnet, Inc., a Delaware corporation
("Othnet") and People to People Publishing, Inc., a Delaware
corporation (the "Shareholder").
Recitals
WHEREAS, the Shareholder is the beneficial owner of Four
Million Eighty Five Thousand (4,085,000) shares of the common
stock of Othnet, $0.001 par value, (the "Shareholder Shares");
and
WHEREAS, Othnet and the Shareholder have agreed to the
redemption of the Shareholder Shares in consideration for the
assignment by Othnet to Shareholder, of certain technology
owned by Othnet (the "Othnet Technology") pursuant to the terms
of that certain Assignment and Assumption Agreement between
Othnet and Shareholder of even date herewith ("Assignment") and
in accordance with the terms and conditions set forth in this
Agreement.
Agreement
NOW, THEREFORE, the parties hereto agree as follows:
1. Redemption of Stock. Subject to the terms and
conditions of this Agreement and the Assignment, Othnet shall
redeem the Shareholder Shares from the Shareholder, free of any
liens, security interests or adverse claims of any party.
2. Consideration and Payment Terms. In consideration for
the redemption and cancellation of the Shareholder Shares,
Othnet will, (i) together with Shareholder, enter into the
Assignment; (ii) pursuant to Section 2 of the Assignment, shall
have obtained consent of the holders of a majority of the
issued and outstanding shares of common stock of Othnet to the
terms of the Assignment ("Othnet Shareholder Approval"); and
(iii) pay to Shareholder the sum of thirty two thousand five
hundred dollars ($32,500).
3. Escrow; Ownership Pending Release.
3.1 Upon execution of this Agreement by all parties hereto,
(a) the parties hereto shall deliver executed copies of this
Agreement and the Assignment to the Escrow Agent (as defined in
that certain Escrow Agreement between the parties and of even
date herewith ("Escrow Agreement")), and (b) the Shareholder
shall deliver to the Escrow Agent the Certificate(s) evidencing
the Shareholder Shares ("Certificates") and an Assignment
Separate From Certificate in the form attached hereto as
Exhibit A ("Assignment") for each share certificate comprising
the Shareholder Shares, signed by the Shareholder, and with the
signature guaranteed by an eligible financial institution or
broker who is a member/participant in a Medallion Program
approved by the Securities Transfer Association, Inc. Pursuant
to the Escrow Agreement, the Shareholder Shares shall not be
released by the Escrow Agent for redemption and cancellation
until Othnet has advised the Escrow Agent in writing that
Othnet has received Othnet Shareholder Approval, at which time
the Escrow Agent shall release the Certificates and Assignments
signed by the Shareholder to Othnet for redemption and
cancellation.
3.2 Pending the Final Closing of the Transaction (as defined
in the Escrow Agreement) the Shareholder shall be prohibited
from selling, encumbering, assigning or transferring the
Shareholder Shares, but shall continue to have ownership rights
in the Shareholder Shares and shall be entitled to vote such
Shareholder Shares on all issues concerning Othnet on which
shareholders are entitled to vote, provided however that the
Shareholder covenants that it will vote the Shareholder Shares
in favor of the Assignment for the purposes of obtaining Othnet
Shareholder Approval and the Shareholder hereby irrevocably
appoints Othnet or any designee of Othnet as its lawful agent,
attorney and proxy to vote the Shareholder Shares in favor of
the Assignment for the purposes of obtaining Othnet Shareholder
Approval on behalf of Shareholder. Shareholder intends this
proxy to be irrevocable and coupled with an interest.
4. Representations and Warranties of Othnet. Othnet
represents and warrants that (a) all corporate action on the
part of Othnet necessary for the authorization, execution,
delivery and performance of this Agreement and the transactions
contemplated hereby has been taken, (b) no broker, finder or
intermediary has been employed by Othnet in connection with
this Agreement, and (c) this Agreement constitutes a valid and
legally binding obligation of Othnet.
5. Representations and Warranties of Shareholder. The
Shareholder represents and warrants as follows:
5.1 Due Authorization. All actions on the part of the
Shareholder necessary for the authorization, execution,
delivery and performance of this Agreement and the transactions
contemplated hereby have been taken; no broker, finder or
intermediary has been employed by the Shareholder in connection
with this Agreement; and this Agreement constitutes the valid
and legally binding obligation of the Shareholder.
5.2 Ownership. The Shareholder owns the Shareholder Shares
being redeemed from it hereunder, has not transferred or
attempted to transfer any interest in such Shareholder Shares
to any person or entity, and has full power and authority to
transfer and deliver such Shareholder Shares, and such
Shareholder Shares are free and clear of any and all liens,
encumbrances, charges, duties and assessments whatsoever.
6. Miscellaneous
6.1 Amendment. This Agreement may be amended only by an
instrument in writing signed by the party against whom
enforcement of any such amendment is sought.
6.2 Entire Agreement. This Agreement contains the entire
agreement and understanding of the parties with respect to the
entire subject matter hereof, and there are no representations,
inducements, promises or agreements, oral or otherwise, not
embodied herein.
6.3 Necessary Performance. Each party to this Agreement
shall perform any and all acts and execute and deliver any and
all documents as may be necessary and proper under the
circumstances in order to accomplish the intents and purposes
of this Agreement and to carry out its provisions.
6.4 Governing Law. This Agreement and all acts and
transactions pursuant hereto and the rights and obligations of
the parties hereto shall be governed, construed and interpreted
in accordance with the laws of the State of Washington without
giving effect to principles of conflicts of law.
6.5 Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original,
but all of which shall constitute one and the same instrument.
This Agreement shall be effective upon delivery of an executed
counterpart via facsimile transmission by Othnet to the
Shareholder and by the Shareholder to Othnet.
7. Termination. In the event the terms of the Escrow
Agreement are not met on or before September 30, 2002, this
Agreement and the obligations hereunder shall terminate. In
the event of termination, neither party shall be liable to the
other for damages of any sort resulting solely from terminating
this Agreement in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the date first written above.
PEOPLE TO PEOPLE PUBLISHING, INC.
By /s/ Xxxxxxxx X. Xxxxx
Its President
OTHNET, INC.
By /s/ Xxxxxxx Xxxxxxx
Its CEO/Pres
