EXHIBIT 2.1
AGREEMENT AND PLAN OF REORGANIZATION WITH WARP 9, INC.
Agreement and Plan of Reorganization
by and between
Roaming Messenger, Inc.
a Nevada corporation
and
Warp 9, Inc.
a Delaware corporation
dated: June 30, 2003
AGREEMENT AND PLAN OF REORGANIZATION
--------------------------------------------
Roaming Messenger, Inc.
and
Warp 9, Inc.
This Agreement and Plan of Reorganization ("Agreement") dated as of
June 30, 2003, among Roaming Messenger, Inc. ("RMI"), a Nevada Corporation, Warp
9, Inc. ("Warp"), a Delaware Corporation, and the subscribing shareholders of
Warp 9, Inc. ("Warp Shareholders") who will join this Agreement by executing
their respective Exchange Agreements.
W I T N E S S E T H:
A. WHEREAS, Warp and RMI are corporations duly organized under the laws
of the State of Nevada and Delaware, respectively.
B. WHEREAS, the subscribing Warp Shareholders are the owners of
approximately 672,421 of the issued and outstanding common stock of Warp. It is
the intention that the 672,421 shares of the issued and outstanding stock of
Warp be acquired by RMI in exchange solely for its voting stock. For federal
income tax purposes it is intended that this exchange shall qualify as a
reorganization within the meaning of SEC 368 (a)(1)(B) of the Internal Revenue
Code of 1986, as amended (the "Code").
C. WHEREAS, RMI and the subscribing Warp Shareholders agree that the
approximately 672,421 common shares issued and outstanding of Warp shall be
exchanged with RMI for the shares of the common stock of RMI on a one for 12.5
shares basis. The RMI shares, on the closing date, shall be delivered ratably
divided to the individual subscribing shareholders of Warp in exchange for their
Warp shares as hereinafter set forth.
D. WHEREAS, pursuant to that certain Agreement and Plan of
Reorganization by and among Latinocare Management Corporation (now known as
Roaming Messenger, Inc.), Warp, and certain Warp Shareholders, dated as of March
31, 2003 (the "Initial Reorganization Agreements"), RMI issued approximately
122,620,910 shares of the common stock of RMI in exchange for approximately
93.6% of the common stock of Warp.
E. WHEREAS, the Initial Reorganization Agreement contemplated the
issuance of up to 117,000,000 shares of the common stock of RMI in exchange for
approximately 90% of the issued and outstanding common stock of Warp.
F. WHEREAS, the parties acknowledge and agree that the Initial
Reorganization Agreement should have contemplated the issuance of up to
122,620,910 shares of the common stock of RMI in exchange for approximately
93.6% of the outstanding common stock of Warp.
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G. WHEREAS, the Initial Reorganization Agreement contemplated the
issuance of up to a total of 130,000,000 shares of the common stock of RMI in
exchange for a total of 100% of the issued and outstanding common stock of Warp.
H. WHEREAS, the parties acknowledge and agree that the Initial
Reorganization Agreement should have contemplated the issuance of up to
approximately 131,026,173 shares of the common stock of RMI (all fractional
shares will be rounded up to the next whole number so the total number of shares
of the common stock of RMI may be slightly higher) in exchange for a total of
100% of the common stock of Warp.
I. WHEREAS, the parties hereto wish to enter into this Agreement
pursuant to the provisions of the Nevada Revised Statutes.
NOW, THEREFORE, it is agreed among the parties as follows:
ARTICLE I
The Consideration
----------------------
1.1 Subject to the conditions set forth herein on the "Closing Date"
(as herein defined), the subscribing Shareholders of Warp shall exchange all of
their shares of Warp for a total of 8,405,263 shares of RMI common stock. The
transactions contemplated by this Agreement shall be completed at a closing
("Closing") on a closing date ("Closing Date"), which shall be as soon as
practical after compliance with all SEC regulations and Nevada Revised Statutes
but no later than June 30, 2003.
1.2 At the Closing Date, Warp shall become a wholly owned subsidiary of
RMI. Warp's shareholders shall receive pro rata shares of voting common stock,
par value $0.001 per share, as follows:
RMI shall issue 12.5 shares of its shares of common stock for
each one of the outstanding common shares of Warp owned by
subscribing shareholders of Warp, ratably according to their
interests.
1.3 The effective date of this Agreement for actions to be taken under
this Agreement is June 30, 2003.
ARTICLE II
Issuance and Exchange of Shares
---------------------------------
2.1 The shares of common stock of RMI, par value $0.001 per share,
shall be issued by it to the subscribing Warp shareholders at Closing.
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2.2 RMI represents that no outstanding options or warrants for its
unissued shares exist.
2.3 The stock transfer books of Warp shall be closed on the Closing
Date, and thereafter no transfers of the stock of Warp shall be made. Warp shall
appoint an exchange agent ("Exchange Agent"), to accept surrender of the
certificates representing the common shares of Warp, and to deliver in exchange
for such surrendered certificates, shares of common stock of RMI. The
authorization of the Exchange Agent may be terminated by RMI after six months
following the Closing Date. Upon termination of such authorization, any shares
of Warp and any funds held by the Exchange Agent for payment to Warp
shareholders pursuant to this Agreement shall be transferred to RMI or its
designated agent who shall thereafter perform the obligations of the Exchange
Agent. If outstanding certificates for shares of Warp are not surrendered or the
payment for them not claimed prior to such date on which such payments would
otherwise escheat to or become the property of any governmental unit or agency,
the unclaimed items shall, to the extent permitted by abandoned property and
other applicable law, become the property of RMI (and to the extent not in its
possession shall be paid over to it), free and clear of all claims or interest
of any persons previously entitled to such items. Notwithstanding the foregoing,
neither the Exchange Agent nor any party to this Agreement shall be liable to
any holder of Warp shares for any amount paid to any governmental unit or agency
having jurisdiction of such unclaimed item pursuant to the abandoned property or
other applicable law of such jurisdiction.
2.4 No fractional shares of RMI stock shall be issued as a result of
the Agreement. Shares shall be rounded up to nearest whole share.
2.5 At the Closing Date, each holder of a certificate or certificates
representing common shares of Warp, upon presentation and surrender of such
certificate or certificates to the Exchange Agent, shall be entitled to receive
the consideration set forth herein, except that holders of those shares as to
which dissenters' rights shall have been validly asserted and perfected pursuant
to Delaware law shall not be converted into shares of RMI common stock, but
shall represent only such dissenters' rights. Upon such presentation, surrender,
and exchange as provided in this Section 2.5, certificates representing shares
of Warp previously held shall be canceled. Until so presented and surrendered,
each certificate or certificates which represented issued and outstanding shares
of Warp at the Closing Date shall be deemed for all purposes to evidence the
right to receive the consideration set forth in Section 1.2 of this Agreement.
If the certificates representing shares of Warp have been lost, stolen,
mutilated or destroyed, the Exchange Agent shall require the submission of an
indemnity agreement and may require the submission of a bond in lieu of such
certificate.
ARTICLE III
Representations, Warranties
---------------------------------
and Covenants of Warp 9, Inc.
---------------------------------
No representations or warranties are made by any director, officer,
employee or shareholder of Warp as individuals, except as and to the extent
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stated in this Agreement or in a separate written statement (the "Warp
Disclosure Statement"), if any. Warp hereby represents, warrants and covenants
to RMI except as stated in the Warp Disclosure Statement, as follows:
3.1 Warp is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, and has the corporate power
and authority to own or lease its properties and to carry on its business as it
is now being conducted. The Certificate of Incorporation and Bylaws of Warp are
complete and accurate, and the minute books of Warp contain a record, which is
complete and accurate in all material respects, of all meetings, and all
corporate actions of the shareholders and board of directors of Warp.
3.2 The aggregate number of shares which Warp is authorized to issue is
15,000,000 shares of common stock. Warp will have, on the Closing Date,
outstanding options, warrants or other rights to purchase, or subscribe to no
more than 900,000 shares of common stock. No preferred stock of Warp is
outstanding.
3.3 Warp has complete and unrestricted power to enter into and, upon
the appropriate approvals as required by law, to consummate the transactions
contemplated by this Agreement.
3.4 Neither the making of nor the compliance with the terms and
provisions of this Agreement and consummation of the transactions contemplated
herein by Warp will conflict with or result in a breach or violation of the
Articles of Incorporation or Bylaws of Warp.
3.5 The execution, delivery and performance of this Agreement has been
duly authorized and approved by Warp' Board of Directors.
3.6 There are no legal proceedings or regulatory proceedings involving
material claims pending, or to the knowledge of the executive officers of Warp,
threatened against Warp or affecting any of its assets or properties, and to the
knowledge of Warp' officers, Warp is not in any material breach or violation of
or default under any contract or instrument to which Warp is a party, or under
its respective Articles of Incorporation or Bylaws, nor is there any court or
regulatory order pending, applicable to Warp.
3.7 The representations and warranties of Warp shall be true and
correct as of the date hereof and as of the Closing Date.
3.8 No representation or warranty by Warp in this Agreement, the Warp
Disclosure Statement or any certificate delivered pursuant hereto contains any
untrue statement of a material fact or omits to state any material fact
necessary to make such representation or warranty not misleading.
3.9 To the knowledge of the executive officers of Warp, all trade
names, inventions, discoveries, ideas, research, engineering, methods,
practices, processes, systems, formulae, designs, drawings, products, projects,
improvements, developments, know-how, and trade secrets which are used in the
conduct of Warp' business, whether registered or unregistered (collectively the
"Proprietary Rights") are owned by Warp. To the knowledge of the executive
officers of Warp, Warp's created or developed such Proprietary Rights and such
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Proprietary Rights are not subject to any restriction, lien, encumbrance, right,
title or interest in others. All of the Proprietary Rights stand solely in the
name of Warp and not in the name of any shareholder, director, officer, agent,
partner or employee or anyone else known to the executive officers of Warp, and
none of the same have any right, title, interest, restriction, lien or
encumbrance therein or thereon or thereto. To the knowledge of the executive
officers of Warp, Warp" ownership and use of the Proprietary Rights do not and
will not infringe upon, conflict with or violate in any material respect any
patent, copyright, trade secret or other lawful proprietary right of any other
party, and no claim is pending or, to the knowledge of the executive officers of
Warp, threatened to the effect that the operations of Warp infringe upon or
conflict with the asserted rights of any other person under any of the
Proprietary Rights, and to the knowledge of the executive officers of Warp there
is no reasonable basis for any such claim (whether or not pending or
threatened). No claim is pending, or to the knowledge of the executive officers
of Warp, threatened to the effect that any such Proprietary Rights owned or
licensed by Warp, or which Warp otherwise has the right to use, is invalid or
unenforceable by Warp.
3.10 (i) Warp has not received notice of any material violation of or
investigation relating to any environmental or pollution law, regulation, or
ordinance with respect to assets now or previously owned or operated by Warp
that has not been fully and finally resolved; (ii) to the knowledge of the
executive officers of Warp, all permits, licenses and other authorizations which
are required under United States, federal, state, provincial and local laws with
respect to pollution or protection of the environment ("Environmental Laws"),
including Environmental Laws relating to actual or threatened emissions,
discharges or releases of pollutants, contaminants or hazardous or toxic
materials or wastes ("Pollutants") have been obtained; (iii) to the knowledge of
the executive officers of Warp, no conditions exist on, in or about the
properties now or previously owned or operated by Warp or any third-party
properties to which any Pollutants generated by Warp were sent or released that
could give rise on the part of Warp to material liability under any
Environmental Laws, material claims by third parties under Environmental Laws or
under common law or the occurrence of material costs to avoid any such liability
or claim; and (iv) to the knowledge of the executive officers of Warp, all
operators of Warp's assets are in material compliance with all terms and
conditions of such Environmental Laws, permits, licenses and authorizations, and
are also in compliance with all other limitations, restrictions, conditions,
standards, prohibitions, requirements, obligations, schedules and timetables
contained in such laws or contained in any regulation, code, plan, order,
decree, judgment, notice or demand letter issued, entered, promulgated or
approved thereunder, relating to Warp's assets.
3.11 Warp has delivered to RMI financial statements of Warp dated June
30, 2002. All such statements, herein sometimes called "Warp Financial
Statements," are (and will be) complete and correct in all material respects
and, together with the notes to these financial statements, present fairly the
financial position and results of operations of Warp for the periods indicated.
All financial statements of Warp will have been prepared in accordance with
generally accepted accounting principles.
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ARTICLE IV
Representations, Warranties and Covenants of
--------------------------------------------
Roaming Messenger, Inc.
------------------------
No representations or warranties are made by any director, officer,
employee or shareholder of RMI as individuals, except as and to the extent
stated in this Agreement or in a separate written statement.
RMI hereby represents, warrants and covenants to Warp and its
shareholders, except as stated in the RMI Disclosure Statement, as follows:
4.1 RMI is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada, and has the corporate power and
authority to own or lease its properties and to carry on its business as it is
now being conducted. The Articles of Incorporation and Bylaws of RMI, copies of
which have been delivered to Warp, are complete and accurate, and the minute
books of RMI contain a record, which is complete and accurate in all material
respects, of all meetings, and all corporate actions of the shareholders and
Board of Directors of RMI.
4.2 The aggregate number of shares which RMI is authorized to issue is
200,000,000 shares of common stock, par value $0.001 per share, and 2,000,000
shares of preferred stock, of which 137,235,008 shares of such common stock are
issued and outstanding, fully paid and non-assessable prior to the Closing under
this Agreement. RMI will have, on the Closing Date, no outstanding options,
warrants or other rights to purchase, or subscribe to, or securities convertible
into or exchangeable for any shares of capital stock. No preferred stock of RMI
is outstanding.
4.3 RMI has complete and unrestricted power to enter into and, upon the
appropriate approvals as required by law, to consummate the transactions
contemplated by this Agreement.
4.4 Neither the making of nor the compliance with the terms and
provisions of this Agreement and consummation of the transactions contemplated
herein by RMI will conflict with or result in a breach or violation of the
Articles of Incorporation or Bylaws of RMI.
4.5 The execution of this Agreement has been duly authorized and
approved by the Board of Directors of RMI.
4.6 RMI has delivered to Warp audited financial statements of RMI dated
December 31, 2002. All such statements, herein sometimes called "RMI Financial
Statements," are (and will be) complete and correct in all material respects
and, together with the notes to these financial statements, present fairly the
financial position and results of operations of RMI for the periods indicated.
All statements of RMI will have been prepared in accordance with generally
accepted accounting principles.
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4.7 RMI will deliver to Warp updated, reviewed financials of RMI dated
March 31, 2003. As of Xxxxx 00, 0000, XXX will have no debt, liability or other
obligation of any nature (whether due or to become due and whether absolute,
contingent or otherwise).
4.8 There are no legal proceedings or regulatory proceedings involving
material claims pending, or, to the knowledge of the officers of RMI, threatened
against RMI or affecting any of its assets or properties, and RMI is not in any
material breach or violation of or default under any contract or instrument to
which RMI is a party, and no event has occurred which with the lapse of time or
action by a third party could result in a material breach or violation of or
default by RMI under any contract or other instrument to which RMI is a party or
by which they or any of their respective properties may be bound or affected, or
under their respective Articles of Incorporation or Bylaws, nor is there any
court or regulatory order pending, applicable to RMI.
4.9 RMI shall not enter into or consummate any transactions prior to
the Closing Date other than in the ordinary course of business and will pay no
dividend, or increase the compensation of officers and will not enter into any
agreement or transaction which would adversely affect its financial condition
except pursuant to the proposed minutes of the Board of Directors of RMI
presented herewith for approval by Warp.
4.10 The representations and warranties of RMI shall be true and
correct as of the date hereof and as of the Closing Date.
4.11 RMI corporate books and records are true records of its actions.
RMI will also deliver to Warp on or before the Closing Date any reports relating
to the financial and business condition of RMI which occur after the date of
this Agreement and any other reports sent generally to its shareholders after
the date of this Agreement.
4.12 RMI has no employee benefit plan or stock option plan in effect at
this time.
4.13 RMI is current in its filing obligations under the federal
securities laws. No report filed by RMI with the Securities and Exchange
Commission contains any untrue statement of a material fact or omits to state
any material fact necessary to make such representation or warranty not
misleading, and all such reports comply as to form and substance in all material
respects with all applicable SEC requirements.
4.14 RMI agrees that all rights to indemnification now existing in
favor of the employees, agents, directors or officers of Warp and its
subsidiaries, as provided in the Articles of Incorporation or Bylaws or
otherwise in effect on the date hereof shall survive the transactions
contemplated hereby in accordance with their terms, and RMI expressly assumes
such indemnification obligations of Warp.
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ARTICLE V
Obligations of the Parties Pending the Closing Date
-------------------------------------------------------
5.1 At all times prior to the Closing Date during regular business
hours, each party will permit the other to examine its books and records and the
books and records of its subsidiaries and will furnish copies thereof on
request. It is recognized that, during the performance of this Agreement, each
party may provide the other parties with information which is confidential or
proprietary information. The recipient of such information shall at all times
protect such information from disclosure, other than disclosure required by
rule, regulation, or law, other than to members of its own or affiliated
organizations and its professional advisers, in the same manner as it protects
its own confidential or proprietary information from unauthorized disclosure,
and not use such information to the competitive detriment of the disclosing
party. In addition, if this Agreement is terminated for any reason, each party
shall promptly return or cause to be returned all documents or other written
records of such confidential or proprietary information, together with all
copies of such writings and, in addition, shall either furnish or cause to be
furnished, or shall destroy, or shall maintain with such standard of care as is
exercised with respect to its own confidential or proprietary information, all
copies of all documents or other written records developed or prepared by such
party on the basis of such confidential or proprietary information. No
information shall be considered confidential or proprietary if it is (a)
information already in the possession of the party to whom disclosure is made,
(b) information acquired by the party to whom the disclosure is made from other
sources, or (c) information in the public domain or generally available to
interested persons or which at a later date passes into the public domain or
becomes available to the party to whom disclosure is made without any wrongdoing
by the party to whom the disclosure is made.
5.2 RMI and Warp shall promptly provide each other with information as
to any significant developments in the performance of this Agreement, and shall
promptly notify the other if it discovers that any of its representations,
warranties and covenants contained in this Agreement or in any document
delivered in connection with this Agreement was not true and correct in all
material respects or became untrue or incorrect in any material respect.
5.3 All parties to this Agreement shall take all such action as may be
reasonably necessary and appropriate and shall use their best efforts in order
to consummate the transactions contemplated hereby as promptly as practicable.
ARTICLE VI
Procedure For Exchange
------------------------
6.1 The exchange shall be effected as soon as is practical after all
necessary compliance with Delaware Law and SEC Regulations and after receipt by
the Company of the Warp common stock certificates representing the issued and
outstanding common stock of Warp, together with the signed Exchange Agreements,
containing the information necessary to issue the RMI shares to the exchanging
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shareholders of Warp, by instructing the transfer agent of RMI to issue the new
certificates and sending the certificates of RMI by Federal Express to the
exchanging shareholders.
ARTICLE VII
Conditions Precedent to the
-----------------------------
Consummation of the Exchange
------------------------------
The following are conditions precedent to the consummation of the
Agreement on or before the Closing Date:
7.1 Warp and RMI shall have performed and complied with all of its
respective obligations hereunder which are to be complied with or performed on
or before the Closing Date.
7.2 This Agreement and the transactions contemplated herein shall have
been duly and validly authorized, approved and adopted, at meetings of the
shareholders of Warp duly and properly called for such purpose in accordance
with the applicable laws.
7.3 No action, suit or proceeding shall have been instituted or shall
have been threatened before any court or other governmental body or by any
public authority to restrain, enjoin or prohibit the transactions contemplated
herein, or which might subject any of the parties hereto or their directors or
officers to any material liability, fine, forfeiture or penalty on the grounds
that the transactions contemplated hereby, the parties hereto or their directors
or officers, have violated any applicable law or regulation or have otherwise
acted improperly in connection with the transactions contemplated hereby, and
the parties hereto have been advised by counsel that, in the opinion of such
counsel, such action, suit or proceeding raises substantial questions of law or
fact which could reasonably be decided adversely to any party hereto or its
directors or officers.
7.4 All actions, proceedings, instruments and documents required to
carry out this Agreement and the transactions contemplated hereby and the form
and substance of all legal proceedings and related matters shall have been
approved by counsel for Warp and RMI.
7.5 The representations and warranties made by Warp and RMI in this
Agreement shall be true as though such representations and warranties had been
made or given on and as of the Closing Date.
7.6 RMI shall furnish Warp with a certified copy of a resolution or
resolutions duly adopted by the Board of Directors of RMI, approving this
Agreement and the transactions contemplated by it.
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ARTICLE VIII
Termination and Abandonment
-----------------------------
8.1 Anything contained in this Agreement to the contrary
notwithstanding, the Agreement may be terminated and abandoned at any time prior
to the Closing Date:
(a) By mutual consent of Warp and RMI;
(b) By Warp, or RMI, if any condition set forth in Article VII
relating to the other party has not been met by the Closing Date or has not been
waived in writing by the other party;
(c) By Warp, or RMI, if any suit, action or other proceeding
shall be pending or threatened by the federal or a state government before any
court or governmental agency, in which it is sought to restrain, prohibit or
otherwise affect the consummation of the transactions contemplated hereby;
(d) By any party, if there is discovered any material error,
misstatement or omission in the representations and warranties of another party;
(e) By any party if the Closing Date passes without
performance of conditions precedent, unless those conditions precedent not
satisfied are waived by the party for whose benefit the condition exists.
8.2 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, by
action taken by its Board of Directors; provided, however, that such action
shall be taken only if, in the judgment of the Board of Directors taking the
action, such waiver will not have a materially adverse effect on the benefits
intended under this Agreement to the party waiving such term or condition.
ARTICLE IX
Termination of Representation and
-----------------------------------
Warranties and Certain Agreements
-----------------------------------
9.1 The respective representations and warranties of the parties hereto
shall expire with, and be terminated and extinguished four years after the
Closing Date of the Agreement; provided, however, that the covenants and
agreements of the parties hereto shall survive in accordance with their terms.
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ARTICLE X
Miscellaneous
---------------------
10.1 This Agreement embodies the entire agreement between the parties,
and there have been and are no agreements, representations or warranties among
the parties other than those set forth herein or those provided for herein.
10.2 To facilitate the execution of this Agreement, any number of
counterparts hereof may be executed, and each such counterpart shall be deemed
to be an original instrument, but all such counterparts together shall
constitute but one instrument.
10.3 All parties to this Agreement agree that if it becomes necessary
or desirable to execute further instruments or to make such other assurances as
are deemed necessary, the party requested to do so will use its best efforts to
provide such executed instruments or do all things necessary or proper to carry
out the purpose of this Agreement.
10.4 This Agreement may be amended upon approval of the Board of
Directors of each party provided that the shares issuable hereunder shall not be
amended without approval of the requisite shareholders of Warp.
10.5 Any notices, requests, or other communications required or
permitted hereunder shall be delivered personally or sent by overnight courier
service, fees prepaid, addressed as follows:
If to: Warp 9, Inc.:
0000 Xxxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxx Xxx, President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to: Roaming Messenger, Inc.
0000 Xxxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxx Xxx, President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or such other addresses as shall be furnished in writing by any party, and any
such notice or communication shall be deemed to have been given as of the date
received.
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10.6 No press release or public statement will be issued relating to
the transactions contemplated by this Agreement without prior approval of Warp
and RMI. However, either Warp or RMI may issue at any time any press release or
other public statement it believes on the advice of its counsel it is obligated
to issue to avoid liability under the law relating to disclosures, but the party
issuing such press release or public statement shall make a reasonable effort to
give the other party prior notice of and opportunity to participate in such
release or statement.
10.7 RMI shall assume the obligation to honor the options outstanding
from Warp at a ratio of 12.5 shares of RMI for each option share of Warp.
IN WITNESS WHEREOF, the parties have set their hands and seals on this
30th day of May, 2003.
Roaming Messenger, Inc. (for itself
and as attorney-in-fact for the Warp
Shareholders)
By: /s/Xxxxxxxx Xxx
____________________________
President
Attest:/s/Xxxxxxxx Xxx
____________________________
Secretary
Warp 9, Inc.
By: /s/Xxxxxxxx Xxx
____________________________
President
Attest:/s/Xxxxxxxx Xxx
____________________________
Secretary
Acknowledged and Agreed:
/s/Xxxx X. Xxxxxxxx
-------------------------------
Xxxx X. Xxxxxxxx
Former President, Director, and
Principal Shareholder of RMI
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