EXHIBIT 2.1
AGREEMENT & PLAN OF REORGANIZATION
THIS AGREEMENT & PLAN OF REORGANIZATION ("Agreement") is entered into and
effective as of the 1st day of August, 2000, among Duro Enzyme Products, Inc.,
a Nevada corporation ("Duro Enzyme"), located at 000 Xxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxx 00000 and Home.Web, Inc., a Nevada corporation ("Home.Web"), located
at 000 Xxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx, 00000 (Duro Enzyme and Home.Web
collectively, the "Constituent Corporations"). In consideration of the
covenants and conditions set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. VOLUNTARY SHARE EXCHANGE. The Constituent Corporations have deemed
it advisable and in the best interests of the Constituent Corporations,
respectively, and their respective shareholders, that Duro Enzyme be combined
with Home.Web (the "Combination"). The Constituent Corporations desire to
accomplish the Combination by conducting a voluntary share exchange between the
shareholders of Duro Enzyme and Home.Web, whereby Home.Web will authorize the
offering and issuance of twenty-eight million and eight hundred thousand
(28,800,000) shares of its Common Stock to the shareholders of Duro Enzyme in
exchange for their Duro Enzyme shares. The list of shareholders of Duro Enzyme
is attached as Exhibit A.
2. ACTIONS PRIOR TO CLOSING. Prior to the issuance of shares to Duro Enzyme
shareholders, Home.Web shareholders will return to treasury a total of
twenty-eight million and eight hundred thousand (28,800,000) shares of Common
Stock of Home.Web and the holders of the 350,000 stock options granted by the
Company will surrender the stock options to the Company. In substantially the
form attached hereto as Exhibit B is a certificate to be executed by the
principal shareholders of Home.Web certifying that prior to October 16, 2000,
they will return that portion of their shares of Common Stock of Home.Web to
treasury and surrender any and all stock options granted that will enable the
total number of issued and outstanding shares of Common Stock of the Company to
be 4,076,400 shares immediately prior to the voluntary share exchange.
3. RELATED AGREEMENTS. Pursuant to completing the Combination, the
shareholders of Duro Enzyme shall have the opportunity to enter into
Subscription Agreements with Home.Web in substantially the form attached as
Exhibit C and incorporated herein by this reference to receive Home.Web shares
in exchange for their Duro Enzyme shares.
4. REPRESENTATIONS AND WARRANTIES OF DURO ENZYME. Duro Enzyme represents
and warrants to Home.Web as set forth below.
4.1 Duro Enzyme is a corporation duly organized, validly existing and
in good standing under the laws of the State of Nevada with full power and
authority to enter into and perform the transactions contemplated by this
Agreement.
4.2 The board of directors of Duro Enzyme has authorized the execution
and performance of this Agreement.
4.3 Subsidiaries
4.3.1 Duro Enzyme Solutions Inc. is a wholly owned
subsidiary of Duro Enzyme, incorporated and validly existing under the Canada
Business Corporations Act.
4.3.2 Duro Enzyme Solutions, Inc. is a wholly owned
subsidiary of Duro Enzyme, incorporated and validly existing under the laws of
the State of Nevada.
4.4 There is no litigation presently pending or threatened against Duro
Enzyme.
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4.5 The issued and outstanding Common Stock of Duro Enzyme consists of
1 share which is free from claims, liens or other encumbrances and is validly
issued, fully paid and nonassessable.
4.6 The 1 share was issued under an exemption to the registration
requirements of the U.S. Securities Act of 1933, as amended (the "Act"), and is
restricted from transfer unless pursuant to a valid exemption from the Act or
registration under the Act.
4.7 The Duro Enzyme shareholders will not have the right to demand that
the Home.Web shares of Common Stock they acquire through the voluntary share
exchange be registered under the Act.
4.8 Duro Enzyme will deliver to Home.Web copies of the following
financial statements for Duro Enzyme Products Inc. and its respective
subsidiaries: Audited financial statements for the ten months ended September
30, 2000.
4.9 Duro Enzyme understands the meaning and legal consequences of the
representations and warranties contained in this Section 4 and agrees to
indemnify, defend and hold harmless Home.Web and each director, officer and
shareholder thereof from and against any and all loss, damage or liability
(including without limitation attorneys' fees) due to or arising out of a breach
of any representation or warranty of the undersigned, except that Duro Enzyme
does not waive any rights granted to the undersigned under federal or state
securities laws.
5. REPRESENTATIONS AND WARRANTIES OF HOME.WEB. Home.Web represents and
warrants to Duro Enzyme as set forth below
5.1 Home.Web is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada with full power and
authority to enter into and perform the transactions contemplated by this
Agreement.
5.2 The board of directors of Home.Web has authorized the execution and
performance of this Agreement and the transfer of stock contemplated hereby.
5.3 There is no litigation presently pending or threatened against
Home.Web.
5.4 The authorized capital stock of Home.Web consists of fifty million
(50,000,000) shares of Home.Web Common Stock, par value $0.001 per share, of
which, as of the date hereof, thirty-two million eight hundred and seventy-six
thousand and four hundred (32,876,400) shares are issued and outstanding. All
of the issued and outstanding shares of Home.Web Common Stock are duly and
validly issued and outstanding and are fully paid and non-assessable and free of
preemptive rights. None of the outstanding shares of Home.Web Common Stock has
been issued in violation of any preemptive rights of the current or past
shareholders of Home.Web. Home.Web has granted 1,250,000 stock options to
officers of the corporation and MVI, an affiliated company along with one of
MVI's employees. The options can be exercised at $.001 and have no expiration
date. Of the 1,250,000 stock options granted, 900,000 options have been
exercised as of the date of this agreement.
5.5 Except as set forth in Section 5.4 above, (i) there are no shares
of capital stock or other equity securities of Home.Web outstanding and no
outstanding options, warrants, rights to subscribe for, calls, or commitments of
any character whatsoever relating to, or securities or rights convertible into
or exchangeable for, shares of Home.Web Common Stock or other capital stock of
Home.Web or contracts, commitments, understandings or arrangements by which
Home.Web is or may be obligated to issue additional shares of its capital stock
or options, warrants or rights to purchase or acquire any additional shares of
its capital stock, and (ii) there are no outstanding stock appreciation, phantom
stock or similar rights.
5.5.1 The shares consist of capital stock of Home.Web and
have been validly issued by Home.Web and are fully paid and non-assessable.
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5.5.2 The Shares are owned free and clear of any liens or
other encumbrances, and have not been pledged or hypothecated.
5.5.3 There is no pending action, arbitration, audit,
hearing, investigation or litigation that has been commenced against Buyer that
challenges, or may have the effect of preventing, delaying, making illegal, or
otherwise interfering with the offer and issuance of the shares to Duro Enzyme
shareholders.
5.5.4 Provisions of Federal and State Laws. THE SHARES HAVE
NOT BEEN REGISTERED UNDER THE ACT, NOR UNDER ANY STATE SECURITIES LAWS. AN
INVESTMENT IN SUCH SHARES HAS NOT BEEN APPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR BY ANY STATE SECURITIES COMMISSION OR SIMILAR BODY. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
5.6 Home.Web does not have any liability, whether known or unknown,
whether asserted or unasserted, whether absolute or contingent, whether accrued
or unaccrued, whether liquidated or unliquidated, and whether due or to become
due, including any liability for taxes (and there is no past or present fact,
situation, circumstance, condition or other basis for any present or future
action, suit or proceeding, hearing, charge, complaint, claim or demand against
Home.Web giving rise to any such liability), except (i) for liabilities set
forth in the Home.Web financial statements as disclosed in financial statements
filed with the SEC, (ii) normal fluctuation in the amount of the liabilities
referred to in clause (i) above occurring in the ordinary course of business of
Home.Web, and (iii) liabilities that would not have a material adverse effect on
the business condition of Home.Web.
5.7 Home.Web understands the meaning and legal consequences of the
representations and warranties contained in this Section 5 and agrees to
indemnify, defend and hold harmless Duro Enzyme and each director, officer and
shareholder thereof from and against any and all loss, damage or liability
(including without limitation attorneys' fees) due to or arising out of a breach
of any representation or warranty of the undersigned, except that Home.Web does
not waive any rights granted to the undersigned under federal or state
securities laws.
6. IMPLEMENTATION. Each of the Constituent Corporations shall take, or
cause to be taken, all actions or do, or cause to be done, all things necessary,
proper or advisable under the laws of the State of Nevada, including executing
the necessary corporate consents for each Constituent Corporation to consummate
the Combination.
7. AMENDMENT. This Agreement may, to the extent permitted by law, be
amended, supplemented or interpreted at any time by action taken by the Board of
Directors of each of the Constituent Corporations.
8. GOVERNING LAW. This Agreement and all matters relating to this Agreement
shall be governed by, construed and interpreted in accordance with the laws of
the State of Nevada.
9. ATTORNEYS' FEES. In any action at law or in equity to enforce any of the
provisions or rights under this Agreement, the prevailing party shall be
entitled to recover from the other party or parties all of its costs, expense
and reasonable attorneys' fees incurred therein by the prevailing party,
including costs, expenses and attorneys' fees incurred on appeal.
10. COUNTERPART AND FACSIMILE SIGNATURES. This Agreement may be signed in
counterparts, each of which shall be an original, but all of which shall
constitute one and the same document. Signatures transmitted by facsimile shall
be deemed valid execution of this Agreement binding on the parties.
11. BINDING EFFECT. Except as otherwise provided to the contrary, this
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and assigns.
12. SEVERABILITY. If any provision of this Agreement is held to be invalid,
the same shall not affect in any respect the validity of the remainder of the
Agreement.
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13. NOTICES. All notices shall be in writing and shall be deemed to have
been sufficiently given or served (i) immediately, when personally delivered,
(ii) within three (3) days after being deposited in the United States mail, by
registered or certified mail, or (iii) within one (1) day after being deposited
with a reputable overnight mail carrier which provides delivery of such mail to
be traced, addressed as indicated on the signature pages below.
If to Home.Web, Inc.: Home.Web, Inc.
0000 X. Xxxxxx Xxx, Xxxxx 000
Xxx Xxxxx, XX 00000
If to Duro Enzyme Products Inc.: Duro Enzyme Products Inc.
00000 Xxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
XXXXXX
IN WITNESS WHEREOF, the parties have duly executed and delivered this
AGREEMENT AND PLAN OF REORGANIZATION as of the date first set forth above.
DURO ENZYME PRODUCTS, INC., HOME.WEB, INC.,
a Nevada corporation a Nevada corporation
/s/ Xxxxxxx Xxxxxxxxx /s/ Xxxxxx Xxxxx
--------------------------------- -----------------------------
By: Xxxxxxx Xxxxxxxxx By: Xxxxxx Xxxxx
Its: President Its: President
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EXHIBIT A
Duro Enzyme Shareholders
Xxxxxx Xxxxxx
Xxxx Xxxxxx
Xxxxx Xxxxxxx
Xxxx Xxxxxxx
Xxxx Xxxxx
Xxxxx Xxxxxxx
Xxxxx Xxxxxxxxxxx
Xxxxx Xxxxxxxxxxx
Xxxxxxx Xxxxxxxxx
Xxxx Xxxxxxxxxxx
Xxxx Xxxxxxx
Xxxxxx Xxxxxxxxxxx
Xxx Xxxxxxx
Xxx Xxxx
Xxxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
Xxxxx Xxxxxx
Xxxxxx Xxxxxxx
Intek, Ltd.
EXHIBIT B
Certificate of Home.Web Principal Shareholders
The Undersigned hereby certify to Duro Enzyme Products Inc. as follows:
1. We are principal shareholders of Home.Web, Inc. (the "Company").
2. As of the date of this Certificate, we hereby surrender to the Company that
number of shares of Common Stock of the Company written by our names below
that equals 28,800,000 shares to ensure that the number of issued and
outstanding shares of the Common Stock of the Company is 4,076,400 shares.
3. As of the date of this Certificate, we hereby surrender to the Company that
number of stock options of the Company written by our names below that
equals 350,000 stock options, which are all of our options to purchase the
Common Stock of the Company.
IN WITNESS WHEREOF, the Undersigned have executed this certificate as of 27th
Day of September, 2000.
_________________________________ _______________________________
Xxxxxx Xxxxx Number of Shares Surrendered
_______________________________
Number of Stock Options Surrendered
_________________________________ _______________________________
Xxxxxxxx Xxxxx Xxxxx Number of Shares Surrendered
_______________________________
Number of Stock Options Surrendered
EXHIBIT C
SUBSCRIPTION AGREEMENT
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SUBSCRIPTION AGREEMENT made as of this _____ day of October, 2000, between
HOME.WEB, INC., a Nevada corporation (the "Company"), and the undersigned
subscriber (the "Subscriber").
The Company desires to offer its shares in exchange for the shares of Duro
Enzyme Products Inc. ("Duro Enzyme") by issuing up to 28,800,000 shares of
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Common Stock of the Company (the "Shares") to existing shareholders of Duro
Enzyme. The Subscriber desires to acquire the number of Shares set forth on the
signature page hereof in exchange for the number of Duro Enzyme shares as set
forth on the signature page hereof.
NOW, THEREFORE, for and in consideration of the promises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:
1. SUBSCRIPTION FOR SHARES AND REPRESENTATIONS BY THE SUBSCRIBER
1.1 Subject to the terms and conditions hereinafter set forth, the
Subscriber hereby subscribes for and agrees to acquire the number of Shares set
forth upon the signature page hereof, and the Company agrees to issue such
Shares to the Subscriber in consideration for all of the Subscriber's shares in
Duro Enzyme as set forth upon the signature page hereof.
1.2 The Subscriber recognizes that the acquisition of Shares involves a
high degree of risk and is suitable only for persons of adequate financial means
who have no need for liquidity in this investment in that (i) s/he may not be
able to liquidate his / her investment in the event of an emergency; (ii)
transferability is extremely limited; and (iii) s/he could sustain a complete
loss of his / her entire investment.
1.3 The Subscriber represents that (i) s/he is competent to understand
and does understand the nature of the investment; and (ii) s/he is able to bear
the economic risk of this investment.
1.4 Please check the appropriate space:
____ The Subscriber represents that s/he is an "accredited investor" as such
term is defined in Rule 501 of Regulation D promulgated under the
Securities Act of 1933, as amended (the "Act"). The definition of
"accredited investor" is set forth below.
____ The Subscriber represents that s/he is not an accredited investor.
____ The Subscriber represents that s/he is not a resident of the United States.
The definition of an "accredited investor" includes the following:
- An individual having a net worth or a joint net worth with spouse at the
time of purchase in excess of $1,000,000.
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- An individual whose net income was in excess of $200,000 in each of the two
most recent years, or whose joint income with spouse was in excess of
$300,000 in each of those years, and who reasonably expects his / her net
income to reach such level in the current year.
- A corporation, partnership, Massachusetts or similar business trust, or
organization described in Section 501(c)(3) of the Internal Revenue Code of
1986, as amended (tax exempt organization), not formed for the specific
purpose of acquiring the Shares, having total assets in excess of
$5,000,000.
- A bank, savings and loan association or other similar institution (as
defined in Sections 3(a)(2) and 3(a)(5)(A) of the 1933 Act).
- An insurance company (as defined in Section 213 of the 1933 Act).
- An investment company registered under the Investment Company Act of 1940
(the "Investment Company Act").
- A business development company (as defined in Section 2(a)(48) of the
Investment Company Act) or a private business development company (as
defined in Section 202(a)(22) of the Investment Advisers Act of 1940).
- A Small Business Investment Company licensed by the U.S. Small Business
Administration under Sections 301 (c) or (d) of the Small Business
Investment Act of 1958.
- A broker or dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934, as amended.
- A plan established and maintained by a state, its political subdivisions,
or any agency or instrumentality of a state or its political subdivisions
for the benefit of its employees, which plan has total assets in excess of
$5,000,000.
- An employee benefit plan within the meaning of the Employee Retirement
Income Security Act of 1974 ("ERISA"), if the investment decision is made
by a "plan fiduciary", as defined in section 3(21) of ERISA, which is
either a bank, savings and loan association, insurance company or
registered investment adviser.
- An employee benefit plan within the meaning of ERISA having total assets in
excess of $5,000,000.
- A self-directed employee benefit plan within the meaning of ERISA, with
investment decisions made solely by persons who are accredited investors as
defined in Rule 501 (a) of Regulation D.
- A trust with total assets in excess of $5,000,000 not formed for the
specific purpose of acquiring the shares offered hereby, whose purchase is
directed by a sophisticated person (i.e., a person who has such knowledge
and experience in financial and business matters that s/he is capable of
evaluating the merits and risks of an investment in the Shares).
- Any entity in which all of the equity owners are accredited investors.
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1.5 The Subscriber acknowledges that s/he has significant prior
investment experience, including investment in non-listed and non-registered
securities and that s/he recognizes the highly speculative nature of this
investment.
1.6 The Subscriber hereby represents that s/he has been furnished by
the Company during the course of this transaction with all information regarding
the Company which s/he had requested or desired to know; that all other
documents which could be reasonably provided have been made available for his /
her inspection and review; and that s/he has been afforded the opportunity to
ask questions of and receive answers from duly authorized officers or other
representatives of the Company concerning the Company and the terms and
conditions of this offering.
1.7 The Subscriber hereby acknowledges that this offering of Shares has
not been reviewed by the United States Securities and Exchange Commission (the
"SEC") because of the Company's representations that this is intended to be a
nonpublic offering pursuant to Sections 4(2) and 4(6) of the Act and Regulation
D or Regulation S (relating to securities offered or sold outside of the United
States) ("Regulation S") promulgated thereunder. The Subscriber represents that
the Shares are being acquired for his / her own account, for investment and not
for distribution or resale to others. The Subscriber agrees that s/he will not
sell, transfer or otherwise dispose of any of the Shares unless they are
registered under the Act or unless an exemption from such registration is
available.
1.8 The Subscriber understands that the Shares have not been registered
under the Act by reason of a claimed exemption under the provisions of the Act
which depends, in part, upon his / her investment intention or Regulation S. In
this connection, the Subscriber understands that, if the Shares are sold in the
United States or to United States residents, it is the position of the SEC that
the statutory basis for such exemption would not be present if his / her
representation merely meant that his / her present intention was to hold the
Shares for a short period, for a deferred sale, for a market rise, or for any
other fixed period. The Subscriber realizes that, in the view of the SEC, an
acquisition now with an intent to resell would represent an intent inconsistent
with his / her representation to the Company, and the SEC might regard such a
sale, transfer or other disposition as a deferred sale for which the exemption
is not available.
1.9 The Subscriber agrees that the Company may, if it desires, permit
the transfer of the Shares by the Subscriber out of his / her name only when his
/ her request for transfer is accompanied by an opinion of counsel reasonably
satisfactory to the Company that the proposed sale, transfer or disposition does
not result in a violation of the Act or any applicable state or province "blue
sky" laws (collectively, "Securities Laws"). The Subscriber agrees to hold the
Company and its directors, officers and controlling persons and their respective
heirs, representatives, successors and assigns harmless and to indemnify them
against all liabilities, costs and expenses incurred by them as a result of any
sale, transfer or other disposition of the Securities by the undersigned
Subscriber in violation of any Securities Laws or any misrepresentation herein.
1.10 The Subscriber acknowledges and agrees that the Company is relying
on the Subscriber's representations contained in this Agreement in determining
whether to accept this subscription. The Subscriber agrees that the Company
reserves the unrestricted right to reject or limit any subscription and to close
the offer at any time.
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1.11 The Subscriber represents and warrants that all representations
made by the Sub-xxxxxxx hereunder are true and correct in all material respects
as of the date of execution hereof, and Subscriber further agrees that until the
closing on the Shares subscribed for s/he shall inform the Company immediately
of any changes in any of the representations provided by the Subscriber
hereunder.
2. TERMS OF OFFERING
2.1 The subscription period will begin as of October 13, 2000 and will
terminate upon the occurrence of the earlier of (a) October 16, 2000 or (b)
completion of the acquisition of all Shares (the "Offering Expiration Date").
2.2 The Subscriber hereby agrees to acquire the number of Shares from
the Company set forth upon the signature page hereof in exchange for all of
their Duro Enzyme Common Stock.
2.3 Closings on investor subscriptions shall be held as soon as
practicable following the Company's acceptance hereof.
2.4 The Shares will be offered and issued directly by the Company.
2.5 The authorized capital stock of the Company consists of fifty
million (50,000,000) shares of Common Stock, par value $0.001 per share, of
which, as of the date hereof, thirty-two million eight hundred and seventy-six
thousand and four hundred (32,876,400) shares of Common Stock are issued and
outstanding. All of the issued and outstanding shares of the Company's Common
Stock are duly and validly issued and outstanding and are fully paid and
non-assessable and free of preemptive rights. None of the outstanding shares of
the Company's Common Stock has been issued in violation of any preemptive rights
of the current or past shareholders of the Company.
3. RESTRICTIONS ON TRANSFER
3.1 The certificates representing the Shares shall bear the following
legend:
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT") OR ANY OTHER SECURITIES
AUTHORITIES. IT IS BEING OFFERED PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER REGULATIONS PROMULGATED UNDER THE
ACT. IT MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION TO THE
REGISTRATION REQUIREMENTS OF THOSE SECURITIES LAWS.
The Company, in its sole discretion, may place a "Blue Sky" legend on the
certificates in accordance with U.S. State securities laws or as required by
applicable securities laws.
3.2 With respect to the Shares issued by the Company, each Subscriber
will be prohibited from selling, transferring, pledging or otherwise disposing
of such Shares unless in compliance with the Securities Act of 1933, as amended
and applicable state securities laws. As a result of restrictions on
transferability of the Shares, a Subscriber may not be able to liquidate his /
her investment and must bear the economic risk of the investment for at least
one year.
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4. NOTICES TO SUBSCRIBERS
4.1 THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS
OF ANY STATE OR PROVINCE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES LAWS. THE
SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, OR ANY STATE OR
PROVINCE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF
THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR
THE ACCURACY OR ADEQUACY OF THE OFFERING DOCUMENTS. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
4.2 THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER-ABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. SUBSCRIBERS
SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
5. GENERAL RELEASE
5.1 Except for a claim for a breach of this Subscription Agreement,
Subscriber hereby fully and forever releases Company (including its agents,
employees, successors and assigns), waives and acknowledges settlement,
satisfaction and receipt in full of (i) any and all sums that may be payable to
Subscriber by Duro Enzyme; and (ii) any and all past, present and future claims,
demands, rights, causes of action, and compensation of every kind and nature
arising from, but not limited to, any contracts, agreements, or instruments,
claims for violation or breach of contract; promissory estoppel; breach of
fiduciary duty; fraud; negligence; defamation; violation of any public policy;
claims for personal injuries; emotional or mental distress of any kind or nature
whatsoever; harassment; violation of any federal or state law or regulation; or
otherwise; whether known or unknown, anticipated or unanticipated, direct or
indirect, fixed or contingent, including without limitation, any and all claims
and damages relating to or arising out of any aspect of the litigation
(including attorneys' fees and litigation costs), whether asserted or
unasserted.
5.2 Subscriber hereby agrees to be responsible for all of his / her
taxes arising out of this transaction, including any taxes from the issuance of
the common stock of the Company. If the Company has any obligation to withhold
taxes on behalf of Subscriber, Subscriber agrees to pay the taxes or indemnify
and reimburse the Company for any moneys paid on Subscriber's behalf by the
Company. If Subscriber fails to pay the taxes owed or indemnify or reimburse
the Company for any liability resulting from such failure, the Company has the
power to stop the transfer of its common stock to Subscriber or to reclaim
common stock of the Company from the Subscriber to satisfy the tax liability.
Subscriber hereby expressly appoints the President of the Company or its
successor as his / her attorney for purposes of enforcing this provision, with
full power of substitution in the premises.
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6. MISCELLANEOUS
6.1 Any notice or other communication given hereunder shall be deemed
sufficient if in writing and sent by registered or certified mail, return
receipt requested, addressed to the Company, and to the Subscriber at his / her
address indicated on the last page of this Agreement. Notices shall be deemed
to have been given on the date of mailing, except notices of change of address,
which shall be deemed to have been given when received.
6.2 This Agreement shall not be changed, modified, or amended except by
a writing signed by the parties to be charged, and this Agreement may not be
discharged except by performance in accordance with its terms or by a writing
signed by the party to be charged. The respective representations, warranties
and covenants of the parties set forth in this Agreement shall survive delivery
of the Shares contemplated hereunder.
6.3 This Agreement shall be binding upon and inure to the benefit of
the parties hereto and to their respective heirs, legal representatives,
successors and assigns. This Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter hereof and merges and
supersedes all prior discussions, agreements and understandings of any and every
nature among them.
6.4 This Agreement and its validity, construction and performance shall
be governed in all respects by the laws of the State of Nevada, without giving
effect to the choice of law rules thereof.
6.5 This Agreement may be executed in counterparts. Upon the execution
and delivery of this Agreement by the Subscriber, this Agreement shall become a
binding obligation of the Subscriber with respect to the purchase of Shares as
herein provided.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.
HOME.WEB, INC.
Date: ________________ By:______________________________
Its:_____________________________
TO BE COMPLETED BY SUBSCRIBERS:
______________________________ _________________________________
Number of Home.Web Shares Subscribed For Number of Duro Enzyme Shares
Exchanged
______________________________ _________________________________
Name of Subscriber(s) Social Security or Other Tax
Identification
[Please print exactly as name should Number of Subscriber
appear on share certificate]
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______________________________ _________________________________
Signature of Subscriber(s) Date
________________________________________________________________________________
Address of Subscriber
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CERTIFICATE OF SIGNATORY
(To be completed if Units are
being subscribed for by an entity)
I, ________________________________, am the _______________________ (position)
of ____________________________________________________________ (the "Entity").
I certify that I am empowered and duly authorized by the Entity to execute
and carry out the terms of the Subscription Agreement and to acquire and hold
the Shares and certify further that the Subscription Agreement has been duly and
validly executed on behalf of the Entity and constitutes a legal and binding
obligation of the Entity.
IN WITNESS WHEREOF, I have set my hand this ____ day of __________,_____.
______________________________
(Signature)
