Exhibit 2.2
STOCK CONTRIBUTION AGREEMENT
THIS STOCK CONTRIBUTION AGREEMENT, made and entered into on May 25, 2004,
but effective for all purposes as of April 15, 2004 by and between VoIP, Inc., a
Texas corporation (hereinafter referred to as the "Buyer") and Xxxxxx Xxxxxxx
(the "Seller").
W I T N E S S E T H:
WHEREAS, the Seller is the holder of 100,000 shares of the outstanding
common stock (hereinafter referred to as the "eGlobal Shares") of eGlobalphone,
Inc., a Florida corporation ("eGlobal"), representing 100% of all shares
outstanding, and of 100,000 shares of the outstanding common stock (the "VSI
Share") of VoIP Solutions, Inc., a Florida corporation ("VSI"), representing
100% of all shares outstanding; and
WHEREAS, the Seller desires to contribute the eGlobal Shares and the VSI
Shares (together the "Shares") to Buyer and Buyer desires to accept the Shares
on the terms and subject to the conditions set forth herein;
NOW THEREFORE, in consideration of the premises and the mutual covenants
set forth below and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, and intending to be legally bound,
the parties hereto do hereby agree as follows:
I.
CONTRIBUTION OF SHARES
SECTION 1.01 Contribution of Shares. Subject to the terms and conditions
set forth herein, effective immediately upon the execution hereof, Seller shall
contribute and transfer to the Buyer, and the Buyer shall accept from Seller the
eGlobal Shares and the VSI Shares. Seller shall transfer all of its right,
title, and interest in and to the Shares being conveyed by it to Buyer free and
clear of any lien, security interest, or other encumbrance of any nature and
free of any claim by any person or entity to or against the Shares.
SECTION 1.02 Purchase Price. The purchase price of the Shares (hereinafter
referred to as the "Purchase Price") shall be the 12,500,000 shares of Buyer
previously issued to Seller in March 2004.
SECTION 1.03 Deliveries. Upon execution of this Agreement, Buyer shall
deliver to Seller certificates for the Shares, along with the corporate minute
book and all other books and records of eGlobal and VSI.
II.
REPRESENTATIONS AND WARRANTIES OF THE SELLER
SECTION 2.01 Brokers. Seller has not made any agreement or arrangement
which would result in any broker, finder, agent or other person or entity having
any claim for any fee, commission, or payment against Buyer or the Company in
connection with the negotiation or execution of this Agreement or the
consummation of the transactions contemplated hereby.
SECTION 2.02 Ownership of Shares. Seller is the record and beneficial
owners of all of the Shares and has good and valid title to such Shares free and
clear of any lien, security interest, or other encumbrance of any nature and
free of any claim by any person or entity to or against such Shares. Such Shares
are not subject to any option, right, proxy, voting agreement, voting trust, or
any other agreement, understanding, or arrangement affecting the Shares.
SECTION 2.03 Authorization, etc. Seller has the power, authority, and
capacity to enter into this Agreement and to carry out the transactions
contemplated hereby, and this Agreement has been duly executed and delivered by
Seller.
SECTION 2.04 No Consent Required. No consent, approval, order or
authorization of, or registration, declaration or filing with any governmental
or public body or authority or other party on the part of Seller is required for
such Seller to execute and deliver this Agreement and perform its obligations
hereunder.
SECTION 2.05 Assets. A listing of the assets and rights owned and
liabilities owed by eGlobal and VSI as of March 31, 2004 are attached hereto as
Exhibit A, reflecting the book values thereof. All such assets are owned by the
respective company free and clear of any liens, claims, encumbrances or charges
of infringement or interference by any third party.
III.
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to, and agrees with, the Seller as
follows:
SECTION 3.01 Brokers. Buyer has not made any agreement or arrangement which
would result in any broker, finder, agent or other person or entity having any
claim for any fee, commission, or payment against Seller in connection with the
negotiation or execution of this Agreement or the consummation of the
transactions contemplated hereby.
SECTION 3.02 Authorization, etc. Buyer has the power, authority, and
capacity to enter into this Agreement and to carry out the transactions
contemplated hereby, and this Agreement has been duly executed and delivered by
Buyer.
SECTION 3.03 No Consent Required. No consent, approval, order or
authorization of, or registration, declaration or filing with any governmental
or public body or authority is required for Buyer to execute and deliver this
Agreement and perform its obligations hereunder.
IV.
INDEMNIFICATION
SECTION 4.01 Buyer's Claims. Seller shall indemnify and hold harmless
Buyer, its successors and assigns, and their respective officers, directors,
employees, shareholders, agents, and affiliates against any and all damages,
claims, losses, liabilities, and expenses actually incurred by Buyer, including,
without limitation, legal, accounting, and other expenses, which may arise out
of any breach of any of the representations or warranties made in this Agreement
by the Seller (hereinafter referred to as a "Claim" or "Claims").
SECTION 4.02 Seller's Claim. Buyer shall indemnify and hold harmless Seller
and its assigns, agents, and affiliates against any and all damages, claims,
losses, liabilities and expenses, including without limitation, legal
accounting, and other expenses actually incurred by Seller, which may arise out
of any breach of any of the representations or warranties made in this Agreement
by Buyer. Buyer further agrees to indemnify Seller and hold him harmless from
any loss, claim or liability arising from the operation of the business of the
Company from and after the date of Seller's involvement as an officer or
shareholder of the Company. Seller shall be entitled to rely upon the
indemnification provisions in the Company's bylaws for any actions engaged in by
him prior to the date hereof.
V.
OTHER AGREEMENTS
SECTION 5.01 Future Assistance. Each party hereto shall assist the others
in fulfilling the intent and purposes of this Agreement and shall take all such
further action as shall be reasonably necessary to effectively convey the Shares
to Buyer and allow for the timely reporting of the transaction to all
governmental and taxing authorities.
SECTION 5.02 Other Defined Terms. Capitalized words not otherwise defined
in this Agreement shall have such meaning ascribed to such capitalized words in
the Asset Purchase Agreement.
VI.
MISCELLANEOUS
SECTION 6.01 Expenses. Each party hereto will pay its own expenses in
connection with the transactions contemplated hereby, whether or not such
transactions shall be consummated, and the Seller shall not charge any such
expenses to the Company.
SECTION 6.02 Survival of Agreements. All covenants, agreements,
representations and warranties made herein shall survive the execution and
delivery of this Agreement and the sale and delivery of the Shares pursuant
hereto.
SECTION 6.03 Certain Rules of Interpretation. Any information disclosed in
any schedule attached hereto or any certificate furnished in connection herewith
shall be deemed disclosed wherever otherwise required, and for all purposes,
under this Agreement, whether or not specific reference was made thereto.
Inclusion of any information in a schedule or exhibit shall not be deemed an
admission as to the materiality of such information or otherwise alter or affect
the provisions of the representation or warranty to which the schedule or
exhibit relates.
SECTION 6.04 Parties in Interest. All covenants and agreements contained in
this Agreement by or on behalf of any of the parties hereto shall bind and inure
to the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not.
SECTION 6.05 LAW GOVERNING. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS.
SECTION 6.06 Entire Agreement. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof and may not
be modified or amended except in writing.
SECTION 6.07 Counterparts. This Agreement, including all agreements
executed and delivered hereunder, may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
SECTION 6.08 Time. Time is of the essence of this Agreement.
IN WITNESS WHEREOF, each of the Sellers and the Buyer has executed this
Agreement or caused this Agreement to be executed on its behalf by its duly
authorized representative, as of the day and year first above written.
SELLER:
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
BUYER:
VoIP, Inc.
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, President
EXHIBIT A
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eGLOBALPHONE, INC.
ASSETS
Current Assets
Xxxxx Cash
Regular Checking Account Bank Atlantic - Temp Account Due from VOIP
SOLUTIONS, INC.
Property and Equipment
Furniture and Fixtures
Equipment
Other Depreciable Property
Leasehold Improvements
Other Assets
Deposits
Organization Costs
Corporate Domain
Intellectual Property
Patent rights
LIABILITIES
Current Liabilities
Accounts Payable
VoIP SOLUTIONS, INC.
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ASSETS
Current Assets
Accounts Receivable
MAC-Inventory
Other Assets
Intellectual Property
LIABILITIES
Current Liabilities
InterCo Ephone
