AGREEMENT
This Agreement and Plan of Reorganization ("the Agreement"), dated as
of the 31st day of July, 2000, by and between WorldNet Resource Group,
Inc., a Utah corporation ("WNRG") and Xxxxxxx Xxxxx ("Xxxxx"), with
reference to the following:
A. WNRG is a Utah corporation organized in 1981. WNRG has
authorized capital stock of 100,000,000 shares, $.001 par value, of
which 23,554,463 shares are issued and outstanding on a fully diluted
basis.
B. Following the acquisition of XxxxxXx.xxx ("UltraVu") as set
forth herein, WNRG will have a total of 26,443,463 shares issued and
outstanding.
C. The respective Boards of Directors of WNRG and UltraVu have
deemed it advisable and in the best interests of WNRG and UltraVu that
UltraVu be fully acquired by WNRG, pursuant to the terms and
conditions set forth in this Agreement.
D. WNRG and Xxxxx propose to enter into this Agreement which
provides among other things that all of the outstanding shares of
UltraVu be acquired by WNRG, in exchange for shares of WNRG and such
additional items as more fully described in the Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
THE ACQUISITION
1.01 At the Closing, all outstanding shares of Series A Common Stock
of UltraVu shall be acquired by WNRG in exchange for 3,000,000 shares of
restricted common stock of WNRG. The restricted common stock of WNRG shall
be issued in this transaction to Xxxxxxx Xxxxx, President of UltraVu, or to
such person or persons as designated by Xxxxxxx Xxxxx upon the signing of
this Agreement. The 3,000,000 shares shall have piggyback registration
rights.
1.02 In addition, WNRG will take over from UltraVu any and all taxes
and other assessments and levies which UltraVu was required by law to
withhold or to collect which have not yet been duly withheld and collected
and have not yet been paid over to the proper government authorities
(including, without limitation, employment taxes, both the employee's and
employer's share).
1.03 No additional cash shall be due Xxxxx under this Agreement.
1.04 At the Closing, the UltraVu shareholders will deliver
certificates for the outstanding shares of UltraVu, duly endorsed so as to
make WNRG the sole holder thereof, free and clear of all claims and
encumbrances, and WNRG shall deliver a transmittal letter directed to the
transfer agent of WNRG directing the issuance of shares to the shareholders
of UltraVu.
1.05 Following the reorganization there will be a total of 26,443,463
shares, $.001 par value, issued and outstanding in WNRG.
1.06 Following the reorganization, UltraVu will be a wholly owned
subsidiary of WNRG. WNRG shall own the Web site known as xxx.xxxxxxx.xxx
along with any other site derived from XxxxxXx.xxx that includes the
wording "Vu."
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1.07 Following the reorganization, WNRG will fund all mutually agreed
upon overhead deemed necessary for the operations of UltraVu. WNRG shall
have final approval on all expenditures, with such approval not to be
unreasonably withheld.
1.08 Following the reorganization, Xxxxx shall act as Chairman of
UltraVu.
ARTICLE 2
THE CLOSING
2.01 Closing. The consummation of the transactions contemplated by
this Agreement (the "Closing") shall take place on or before July 31, 2000,
(the "Closing Date") or at such other date and time as may be agreed to in
writing by the parties hereto.
2.02 Organization, Standing and Power. WNRG is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Utah with all requisite corporate power to own or lease its
properties and carry on its businesses as are now being conducted.
2.03 Qualification. WNRG is duly qualified and is licensed as a
foreign corporation authorized to do business in each jurisdiction wherein
it conducts its business operations. Such jurisdictions, which are the only
jurisdictions in which WNRG is duly qualified and licensed as a foreign
corporation.
2.04 Capitalization of WNRG. The authorized capital stock of WNRG
consists of 100,000,000 shares of Common Stock, $.001 par value, of which
the only shares to be issued and outstanding are26,443,463, which shares
were duly authorized, validly issued and fully paid and nonassessable.
There are no preemptive rights with respect to the WNRG stock.
2.05 Authority. The execution and delivery of this Agreement and
consummation of the transactions contemplated herein have been duly
authorized by all necessary corporate actions, including but not limited to
duly and validly authorized action and approval by the Board of Directors,
on the part of WNRG. This Agreement constitutes the valid and binding
obligation of WNRG enforceable against it in accordance with its terms,
subject to the principles of equity applicable to the availability of the
remedy of specific performance. This Agreement has been duly executed by
WNRG and the execution and delivery of this Agreement and the consummation
of the transactions contemplated by this Agreement shall not result in any
breach of any terms or provisions of WNRG's Certificate and Articles of
Incorporation or Bylaws or of any other agreement.
2.06 Absence of Changes. As of July 31, 2000, there have not been any
material adverse change in the condition (financial or otherwise), assets,
liabilities, earnings or business of WNRG.
2.07 Tax Matters. All taxes and other assessments and levies which WNRG
is required by law to withhold or to collect have been duly withheld
and collected, and have been paid over to the proper government authorities
or are held by WNRG in separate bank accounts for such payment or are
represented by depository receipts, and all such withholdings and
collections and all other payments due in connection therewith (including,
without limitation, employment taxes, both the employee's and employer's
share) have been paid over to the government or placed in a separate and
segregated bank account for such purpose. There are no known deficiencies
in income taxes for any periods and further, the representations and
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warranties as to absence of undisclosed liabilities witch includes any and
all tax liabilities of whatsoever kind or nature (including, without
limitation, all federal, state, local and foreign income, profit,
franchise, sales, use and property taxes) due or to become due, incurred in
respect of or measured by WNRG income or business prior to the Closing
Date.
2.08 Governmental Regulation. To the knowledge of WNRG, WNRG is not in
violation of or in default with respect to any applicable law or any
applicable rule, regulation, order, writ or decree of any court or any
governmental commission, board, bureau, agency or instrumentality, or
delinquent with respect to any report required to be filed with any
governmental commission, board, bureau, agency or instrumentality which
violation or default could have a material adverse effect upon the
business, operations or financial condition of WNRG.
2.09 Accuracy of Information. No representation or warranty by WNRG
contained in this Agreement and no statement contained in any certificate
or other instrument delivered or to be delivered to Xxxxx pursuant hereto
or in connection with the transactions contemplated hereby contains or will
contain any untrue statement of material fact or omits or will omit to
state any material fact necessary in order to make the statements contained
herein or therein not misleading.
2.10 Consents. No consent or approval of, or registration,
qualification or filing with, any governmental authority or other person is
required to be obtained or accomplished by WNRG or any shareholder thereof
in connection with the consummation of the transactions contemplated
hereby.
2.11 Copies of Documents. WNRG has made available for inspection and
copying by Xxxxx and its duly authorized representatives, and will continue
to do so at all times, true and correct copies of all documents which it
has filed with the Securities and Exchange Commission and all other
governmental agencies which are material to the terms and conditions
contained in this Agreement. Furthermore, all filings by WNRG with the
Securities and Exchange Commission, and all other governmental agencies,
including but not limited to the Internal Revenue Service, have contained
information which is true and correct, to the best knowledge of the Board
of Directors of WNRG, in all material respects and did not contain any
untrue statement of a material fact or omit to state any material fact
necessary to make the statements made therein not misleading or which could
have any material adverse effect upon the financial condition or operations
of WNRG or adversely effect the objectives of this Agreement with respect
to UltraVu including, but not limited to, the issuance and subsequent
trading of the shares of common stock of WNRG to be received hereby,
subject to compliance by the shareholders of UltraVu with applicable law.
2.12 Xxxxx shall deliver to WNRG, on or before Closing, the following:
(a) Financial Statements. Unaudited financial statements from
inception to July 31, 2000, prepared in accordance with generally
accepted accounting principles and which fairly present the financial
condition of UltraVu at the dates thereof.
(b) Property. An accurate list and description of all property,
real or personal owned by UltraVu.
(c) Liens and Liabilities. A complete and accurate list of all
material liens, encumbrances, easements, security interests or similar
interests in or on any Assets. A complete and accurate list of all
debts, liabilities and obligations of UltraVu incurred or owing as of
the date of this Agreement.
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(d) Leases and Contracts. A complete and accurate list describing
all material terms of material leases (whether of real or personal
property) and each contract, promissory note, mortgage, license,
franchise, or other written agreement to which UltraVu is a party
which involves or can reasonably be expected to involve aggregate
future payments or receipts by UltraVu (whether by the terms of such
lease, contract, promissory note, license, franchise or other written
agreement or as a result of a guarantee of the payment of or indemnity
against the failure to pay.
(e) Loan Agreements. Complete and accurate copies of all loan
agreements and other documents with respect to obligations of UltraVu
for the repayment of borrowed money.
(f) Consents Required. A complete list of all agreements
wherein consent to the transaction herein contemplated is required to
avoid a default hereunder; or where notice of such transaction is
required at or subsequent to closing, or where consent to an
acquisition, consolidation, or sale of all or substantially all of the
assets is required to avoid a default hereunder.
(g) Shareholders. A complete list of all persons or entities
holding capital stock of UltraVu or any rights to subscribe for,
acquire, or receive shares of the capital stock of UltraVu (whether
warrants, calls, options, or conversion rights), including copies of
all stock option plans whether qualified or nonqualified, and other
similar agreements.
(h) Officers and Directors. A complete and current list of all
officers and Directors of UltraVu.
(i) Litigation. A complete and accurate list (in all material
respects) of all material civil, criminal, administrative, arbitration
or other such proceedings or investigations (including without
limitations unfair labor practice matters, labor organization
activities, environmental matters and civil rights violations) pending
or, to the knowledge of Xxxxx threatened, which may materially and
adversely affect UltraVu.
(j) Tax Returns. Accurate copies of all Federal and State tax
returns for UltraVu, if any.
(k) Agency Reports. Copies of all material reports or filings
(and a list of the categories of reports or filings made on a regular
basis) made by UltraVu under ERISA, EEOC, FDA and all other
governmental agencies (federal, state or local). (Schedule MM.)
(l) Banks. A true and complete list (in all material respects),
as of the date of this Agreement, showing (1) the name of each bank in
which UltraVu has an account or safe deposit box, and (2) the names
and addresses of all signatories.
(m) Jurisdictions Where Qualified. A list of all jurisdictions
wherein UltraVu is qualified to do business and is in good standing.
(n) Subsidiaries. A complete list of all subsidiaries of UltraVu.
The term "Subsidiary" or "Subsidiaries" shall include corporations,
unincorporated associations, partnerships, joint ventures, or similar
entities in which UltraVu has an interest, direct or indirect.
(o) Union Matters. An accurate list and description (in all
material respects) of union contracts and collective bargaining
agreements of UltraVu, if any.
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(p) Employee and Consultant Contracts. A complete and accurate
list of all employee and consultant contracts which UltraVu may have.
(q) Employee Benefit Plans. Complete and accurate copies of all
salary, stock option, bonus, incentive compensation, deferred
compensation, profit sharing, retirement, pension, group insurance,
disability, death benefit or other benefit plans, trust agreements or
arrangements of UltraVu in effect on the date hereof or to become
effective after the date thereof, together with copies of any
determination letters issued by the Internal Revenue Service with
respect thereto.
(r) Insurance Policies. A complete and accurate list (in all
material respects) and description of all material insurance policies
naming UltraVu as an insured or beneficiary or as a loss payable payee
or for which UltraVu has paid all or part of the premium in force on
the date hereof, specifying any notice or other information possessed
by UltraVu regarding possible claims hereunder, cancellation thereof
or premium increases thereon, including any policies now in effect
naming UltraVu as beneficiary covering the business activities of
UltraVu.
(s) Customers. A complete and accurate list (in all material
respects) of the customers of UltraVu, including all presently
effective contracts of UltraVu to be assigned to WNRG, accounting for
the principle revenues of UltraVu.
(t) Licenses and Permits. A complete list of all licenses,
permits and other authorizations of UltraVu.
2.13 Authority. The execution and delivery of this Agreement and
consummation of the transactions contemplated herein have been duly
authorized by all necessary corporate action, including but not limited to
duly and validly authorized action and approval by the Board of Directors
of UltraVu. This Agreement constitutes the valid and binding obligation of
UltraVu, enforceable against it in accordance with its terms, subject to
the principles of equity applicable to the availability of the remedy of
specific performance. This Agreement has been duly executed by UltraVu and
the execution and delivery of this Agreement and the consummation of the
transactions contemplated by this Agreement shall not result in any breach
of any terms or provisions of UltraVu's Articles of Incorporation or Bylaws
or of any other agreement, court order or instrument to which UltraVu is a
party or bound.
2.14 Absence of Undisclosed Liabilities. UltraVu has no material
liabilities of any nature, whether fixed, absolute, contingent or accrued,
which were not reflected on the financial statements, or otherwise
disclosed in this Agreement.
2.15 Absence of Changes. As of the date of this Agreement, there has
not been any material adverse change in the condition (financial or
otherwise), assets, liabilities, earnings or business of UltraVu.
2.16 Options, Warrants, etc. There are no outstanding options,
warrants, calls, commitments or agreements of any character to which
UltraVu is a party or by which UltraVu is bound, or is a party, calling for
the issuance of shares of capital stock of UltraVu or any securities
representing the right to purchase or otherwise receive any such capital
stock of UltraVu.
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2.17 Title to Assets. Xxxxx is the sole and unconditional owner of,
with good and marketable title to, all its assets owned by UltraVu and all
other property and assets are free and clear of all mortgages, liens,
pledges, charges or encumbrances of any nature whatsoever.
2.18 Agreements in Force and Effect. All material contracts,
agreements, plans, promissory notes, mortgages, leases, policies, licenses,
franchises or similar instruments to which UltraVu is a party are valid and
in full force and effect on the date hereof, and UltraVu has not breached
any material provision of, and is not in default in any material respect
under the terms of, any such contract, agreement, plan, promissory note,
mortgage, lease, policy, license, franchise or similar instrument which
breach or default would have a material adverse effect upon the business,
operations or financial condition of UltraVu.
2.19 Legal Proceedings, Etc. There are no civil, criminal,
administrative, arbitration or other such proceedings or investigations
pending or, to the knowledge of Xxxxx, threatened, in which, individually
or in the aggregate, an adverse determination would materially and
adversely affect the assets, properties, business or income of UltraVu.
UltraVu has substantially complied with, and is not in default in any
material respect under, any laws, ordinances, requirements, regulations or
orders applicable to its businesses.
2.20 Governmental Regulation. To the knowledge of Xxxxx, UltraVu is
not in violation of or in default with respect to any applicable law or any
applicable rule, regulation, order, writ or decree of any court or any
governmental commission, board, bureau, agency or instrumentality, or
delinquent with respect to any report required to be filed with any
governmental commission, board, bureau, agency or instrumentality which
violation or default could have a material adverse effect upon the
business, operations or financial condition of UltraVu.
2.21 Accuracy of Information. No representation or warranty by Xxxxx
contained in this Agreement and no statement contained in any certificate
or other instrument delivered or to be delivered to WNRG pursuant hereto or
in connection with the transactions contemplated hereby contains or will
contain any untrue statement of a material fact or omits or will omit to
state any material fact necessary in order to make the statements contained
herein or therein not misleading.
2.22 Subsidiaries. UltraVu does not have any other subsidiaries or own
capital stock representing ten percent (10%) or more of the issued and
outstanding stock of any other corporation.
2.23 Consents. No consent or approval of, or registration,
qualification or filing with, any other governmental authority or other
person is required to be obtained or accomplished by UltraVu or any
shareholder thereof, in connection with the consummation of the
transactions contemplated hereby.
2.24 Improper Payments. No person acting on behalf of UltraVu has made
any payment or otherwise transmitted anything of value, directly or
indirectly, to (a) any official or any government or agency or political
subdivision thereof for the purpose of influencing any decision affecting
the business of UltraVu, or (b) any political party or any candidate for
elective political office, nor has any fund or other asset of UltraVu been
maintained that was not fully and accurately recorded on the books of
account of UltraVu.
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2.25 Copies of Documents. Xxxxx has made available for inspection and
copying by WNRG and its duly authorized representatives, and will continue
to do so at all times, true and correct copies of all documents which it
has filed with any governmental agencies which are material to the terms
and conditions contained in this Agreement. Furthermore, all filings by
Xxxxx with governmental agencies, including but not limited to the Internal
Revenue Service, have contained information which is true and correct in
all material respects and did not contain any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements made therein not misleading or which could have any material
adverse effect upon the financial condition or operations of UltraVu or
adversely affect the objectives of this Agreement.
ARTICLE 3
MISCELLANEOUS
3.01 Construction. This Agreement shall be construed and enforced in
accordance with the law of the State of Utah excluding the conflicts of
laws.
3.02 Amendment and Waiver. The parties hereby may, by mutual agreement
in writing signed by each party, amend this Agreement in any respect. Any
term or provision of this Agreement may be waived in writing at any time by
the party which is entitled to the benefits thereof, such waiver right
shall include, but not be limited to, the right of either party to:
(a) Extend the time for the performance of any of the obligations
of the other;
(b) Waive any inaccuracies in representations by the other
contained in this Agreement or in any document delivered pursuant
hereto;
(c) Waive compliance by the other with any of the covenants
contained in this Agreement, and performance of any obligations by the
other; and
(d) Waive the fulfillment of any condition that is precedent to
the performance by the party so waiving of any of its obligations
under this Agreement. Any writing on the part of a party relating to
such amendment, extension or waiver as provided in this Section 3.03
shall be valid if authorized or ratified by the Board of Directors of
such party.
3.03 Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be effective upon hand
delivery or delivery by facsimile at the address or number designated below
(if delivered on a business day during normal business hours where such
notice is to be received). The address for such communications shall be:
To UltraVu: XxxxxXx.xxx
Attn: Xxxxxxx Xxxxx
000 X. Xxxx Xxxxxx
Xx Xxxxxxx, XX 00000
To WNRG: WorldNet Resource Group, Inc
Attn Xxxxxxx Xxxxx, Chairman
000 X. Xxxx Xxxxxx
Xx Xxxxxxx, XX 00000
Either party here to may from time to time change its address for notices
under this Section by giving written notice of such changed address to the
other party hereto.
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3.04 Remedies not Exclusive. No remedy conferred by any of the
specific provisions of this Agreement is intended to be exclusive of any
other remedy, and each and every remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing
at law or in equity or by statute or otherwise. The election of any one or
more remedies by WNRG or Xxxxx shall not constitute a waiver of the right
to pursue other available remedies.
3.05 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
3.06 Benefit. This Agreement shall be binding upon and inure to the
benefit to the parties and their permitted successors and permitted
assigns. The parties hereto may amend this Agreement without notice to or
consent of any third party. Neither Xxxxx nor WNRG shall assign this
Agreement or any rights or obligations hereunder without prior written
consent of the other (which consent may be withheld for any reason in the
sole discretion of the party from whom consent is sought); provided
however, that Xxxxx and WNRG may assign their rights and obligations
hereunder as a result of any merger or to any acquirer of substantially all
of the assets of WNRG.
3.07 Events upon closing of WNRG. Ownership of UltraVu shall
immediately revert back to Xxxxx, his assignees or trustees or his named
successors, exclusively in the event that WNRG: (a) obtains or becomes
subject to an order for relief under the Bankruptcy Code, (b) obtains or
becomes subject to an order or decree of insolvency under state law, or (c)
voluntarily ceases to do business.
3.08 Entire Agreement. This Agreement represents the entire agreement
of the undersigned regarding the subject matter hereof, and supersedes all
prior written or oral understandings or agreements between the parties. No
provision of this Agreement may be waived or amended other than by written
instrument signed by the party against whom enforcement of such an
amendment or waiver is sought.
3.09 Captions and Section Headings. Captions and section headings used
herein are for convenience only and shall not control or affect the meaning
or construction of any provision of this Agreement.
Confirmed and agreed to this 31st day of July, 2000.
XXXXXXX.XXX
By: /S/ Xxxxxxx Xxxxx
-----------------
Name: Xxxxxxx Xxxxx
Title: President
WORLDNET RESOURCE GROUP
By: /S/ Xxxxxxx Xxxxx
-----------------
Name: Xxxxxxx Xxxxx
Title: President/CEO
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