Exhibit 2.1
AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into this 25th day of
September, 2002 among and between Voicenet, Inc. a Delaware corporation
("Voicenet"), Voice Synergies, Ltd., a Quebec corporation ("Voice Synergies")
and 0000-0000 Xxxxxx, Inc., a Quebec corporation ("3087")
W I T N E S S E T H:
WHEREAS, Voice Synergies and Voicenet have entered into a Letter of Intent dated
September 11th, 2002 (the "Letter of Intent") pursuant to which it was
contemplated that Voicenet would acquire all of the outstanding common shares of
Voice Synergies; and
WHEREAS, the parties hereto have agreed that in order to accomplish the
transaction contemplated by the Letter of Intent, Voice Synergies and 3087 will
transfer certain assets as described in Exhibit "A" hereto (the "Assets") to a
newly organized wholly owned subsidiary of Voicenet (the "Subsidiary") in
exchange for 3,000,000 shares of the common stock of Voicenet, $.01 par value to
be issued to Voice Synergies ("Voicenet Shares") and a warrant to be issued to
3087 to acquire an additional 3,000,000 Voicenet Shares at $.50 per share (the
Warrant").
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Upon the execution hereof, Voice Synergies and 3087 shall transfer to the
Subsidiary good and marketable title to the Assets free and clear of any
and all liens or encumbrances
2. Upon the execution hereof Voicenet shall issue 3,000,000 Voicenet Shares
to Voice Synergies and the Warrant to 3087.
3. Upon the execution hereof, 3087 shall exercise the Warrant in full by (a)
the payment of $30,001 to Voicenet and (b) the issuance and delivery by
3087 to Voicenet of 3087's promissory note in the principal amount of
$1,469,999 in the form attached hereto as Exhibit "B".
4. Upon the issuance of the 3,000,000 Voicenet Shares to Voice Synergies
and the exercise by 3087 of the Warrant, they shall each be the holder of
3,000,000 Voicenet Shares with full voting rights with respect to such
shares. The certificates representing such shares shall be delivered to
them upon the closing of a Definitive Agreement, As used herein, the
term "Definitive Agreement shall have the same meaning as does that term
in the Letter of Intent as modified to reflect the transaction referred
to herein.
5. In the event that the closing of the Definitive Agreement does not occur
or the Letter of Intent is terminated pursuant to the provisions of
Section 5.d. thereof, the transactions described herein shall be
rescinded and (a) Voice Synergies and 3087 shall forthwith return the
consideration received by them pursuant hereto to Voicenet and (b)
Voicenet shall forthwith return the consideration received by it pursuant
hereto to Voice Synergies and 3087. In such event, except as may be
otherwise provided by the Definitive Agreement, upon such return none of
the parties hereto shall have any liability to any of the other parties
under this Agreement.
6. Voice Synergies and 3087 hereby represent and warrant as follows:
a. They will each acquire the 3,000,000 Voicenet Shares (the "Shares")
solely for investment purposes for their own account, and not with a
view to the distribution, fractionalization or other disposition
thereof or any interest therein.
b. They are able to bear the economic risk of the investment in the
Shares, and they are aware of the limited ability to sell, transfer
or otherwise dispose of the Shares.
c. They have knowledge and experience in financial and business matters
and can evaluate the merits and risks of the investment in the
Shares as contemplated hereby.
d. They understand that:
i. They must bear the economic risk of an investment in the
Shares for an indefinite period of time since the Shares have
not been registered under the Securities Act of 1933 (the
"Act") or any other applicable federal or state statute and
they cannot be transferred, sold or otherwise disposed of,
unless registered under the Act or pursuant to an exemption
therefrom; and
ii. Until such time, if any, as the Shares are registered under
the Act, Voicenet will issue "stop-transfer" instructions to
its transfer agent with respect to the Shares.
e. They are aware that Rule 144 under the Act, as herein relevant,
permits public sales of restricted securities such as the Shares
only if a minimum of one year, as calculated in accordance with the
provisions of such Rule, has elapsed between the later of the date
of the acquisition of such securities from Voicenet and with respect
to any resale of such securities in reliance on Rule 144 for the
account of either of them or any subsequent holder of such
securities, such period to begin at the time that such securities
are fully paid as contemplated in such Rule, and only upon
satisfaction of the other conditions to the availability of such
Rule. If such Rule is available to them, they may make only routine
sales of the Shares in limited amounts in accordance with the terms
and conditions of such Rule.
f. They understand that Voicenet is the only person which may register
the Shares under the Act and that except as may otherwise be set
forth in the Definitive Agreement, Voicenet has no intention or
obligation to do so.
g. They have had an opportunity to ask questions of and receive answers
from the officers of Voicenet.
7. All dollar amounts set forth herein are stated in terms of United States
currency.
8. Except as otherwise expressly set forth herein, the terms of the Letter
of Intent shall remain in full force and effect.
9. In the event any action, suit or proceeding is instituted as a result of
this Agreement, the prevailing party in such action, suit or proceeding
shall be entitled to receive reimbursement of the costs of such action,
suit or proceeding at all levels, including reasonable attorneys' fees.
Further, in the event of the institution of any such action, suit or
proceeding, each of the parties hereto hereby consents to the exclusive
jurisdiction and venue of the courts of the Delaware or the United States
District court for the District of Delaware with respect to any matter
relating to this Agreement and the performance of the parties'
obligations hereunder and each of the parties hereto hereby further
consents to the personal jurisdiction of such courts. Any action suit or
proceeding brought by or on behalf of either of the parties hereto
relating to such matters shall be commenced, pursued, defended and
resolved only in such courts and any appropriate appellate court having
jurisdiction to hear an appeal from any judgment entered in such courts.
The parties hereby agree that service of process may be made in any
manner permitted by the rules of such courts and the laws of Delaware and
that this Agreement shall be construed and enforced under the laws of
Delaware.
10. The parties have participated jointly in the negotiation and drafting of
this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted
jointly by the parties and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any of
the provisions of this Agreement. Any reference to any federal, state,
local, or foreign statute or law shall be deemed also to refer to all
rules and regulations promulgated thereunder, unless the context
otherwise requires. The word "including" shall mean including without
limitation.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
VOICENET, INC.
By: /s/ Xxxxxxx Xxxxxxx
Director
VOICE SYNERGIES, LTD.
By: /s/ Xxxxxxx Xxxxxxx
233087-8102 QUEBEC, INC.
By: /s/ Xxxxxxx Xxxxxxx
