STOCK REPURCHASE AND DOMAIN NAME TRANSFER AGREEMENT
Exhibit 10.15
EXECUTION
VERSION
STOCK
REPURCHASE AND DOMAIN NAME
TRANSFER
AGREEMENT
This
Stock Repurchase and Domain Name Transfer Agreement (this “Agreement”),
effective as of July 21, 2006, is entered into by and among YP Corp, a Nevada
corporation (“YP”),
Telco
Billing, Inc., a Nevada corporation and wholly-owned subsidiary of YP
(“Telco”)
and
Onramp Access, Inc., a Texas corporation (“Onramp”).
WHEREAS,
Onramp
has registered the internet domain name xxx.xx.xxx (the “Domain
Name”);
and
WHEREAS,
on July
8, 2003, Telco and Onramp entered into an Exclusive Domain Name License
Agreement (the “License
Agreement”),
pursuant to which Onramp agreed to license the Domain Name in exchange for
$250,000 and 100,000 shares of YP’s common stock (the “Shares”);
and
WHEREAS,
pursuant to Section 2.2.2 of the License Agreement, Onramp could exercise a
put
option to sell the Shares to Telco for $3.00 per share (the “Repurchase”),
provided that Onramp grant all right, title and interest in the Domain Name
to
Telco (the “Domain
Transfer”);
and
WHEREAS,
Onramp
has notified YP and Telco of Onramp’s intention to consummate the Repurchase and
the Domain Transfer; and
WHEREAS,
the
parties desire to set forth the terms and conditions pursuant to which each
will
complete the Repurchase and Domain Transfer.
NOW,
THEREFORE,
in
consideration of the acts, payments, covenants and mutual agreements herein
described and agreed to be performed, YP, Telco and Onramp hereby agree as
follows:
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1.
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Purchase
and Sale of the
Shares.
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(a) Upon
the
terms of the License Agreement and this Agreement, Onramp hereby agrees to
sell
to YP, and YP hereby agrees to purchase from Onramp, the Shares.
(b) The
purchase price per share for the Shares shall be $3.00 per share, or an
aggregate of Three Hundred Thousand Dollars and No/100 ($300,000) (the
“Purchase
Price”).
(c) Immediately
prior to payment of the Purchase Price, Onramp shall surrender to YP, or to
an
agent mutually acceptable to Onramp and YP, any and all certificates
representing the Shares being purchased, together with duly executed stock
powers for the transfer of such Shares to YP, or otherwise provide to YP
satisfactory evidence of the transfer of the Shares to YP. Within two hours
after YP’s receipt, either directly or through the agent designated above, of
such certificates and transfer instruments from Onramp, or upon YP’s receipt of
such other satisfactory evidence of the transfer of the Shares to YP, YP shall
pay the Purchase Price for the Shares to Onramp by check or by wire transfer
to
an account designated in writing by Onramp in immediately available
funds.
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2.
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Domain
Transfer.
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(a) Onramp
agrees to irrevocably sell, assign and transfer unto Telco all of its right,
title and interest in and to the Domain Name and any related information
associated therewith, along with any associated intellectual property rights
thereto, including without limitation all trademark value, goodwill and other
rights associated with the formatives or marks “YP” and “XX.XXX” (the
“Transferred
Rights”).
Telco
hereby accepts such assignment and transfer.
(b) Onramp
hereby irrevocably consents and authorizes the current registrar of this Domain
Name (the “Registrar”)
to
transfer the Domain Name to Telco in accordance with the regular transfer
procedures of Registrar. Onramp will complete any and all papers required by
Registrar necessary to transfer this Domain Name, including submitting to
Registrar the appropriate fee(s), with the fees reimbursed by Telco. Onramp
hereby agrees not to interfere, or cause any third party to interfere, with
Telco in obtaining, registering, renewing and maintaining the Domain Name.
Onramp agrees that it will submit the completed papers to Registrar and take
all
actions necessary to enable the Domain Transfer no later than ten (10) days
after the effective date of this Agreement.
(c) Upon
execution of this Agreement, Onramp hereby agrees to promptly transfer and
provide Telco with all pertinent facts, information and documents relating
to
the Domain Name or otherwise to the Transferred Rights which may be known and
accessible to Onramp, including any contacts or communications from third
parties generated by the Domain Name.
(d) Onramp
covenants and agrees that it and its directors, officers and employees shall
hereafter take such other actions and execute such other agreements and
instruments as are reasonably deemed necessary by Telco to document Onramp’s
assignment to Telco of the Domain Name and other Transferred
Rights.
3. Representations,
Warranties and Covenants of Onramp.
Onramp
hereby represents, warrants and covenants to YP as follows:
(a) Ownership
of the Shares.
Onramp
is the sole beneficial owner and holder of the entire right, title and interest
in and to the Shares, free and clear of all liens and other encumbrances (other
than restrictions on transfer imposed by federal and state securities
laws).
(b) Ownership
of Domain Name.
Except
with respect to the license granted by the License Agreement, Onramp has not
previously assigned, transferred to any party, granted any rights or license,
or
otherwise disposed of any rights in, and that is owns and possess all rights,
title and interest in the Domain Name and other Transferred Rights. Onramp
does
not possess any actual knowledge of any existing threatened or known claims
or
liabilities against Onramp relating to the Domain Name and the Domain Name
is
free and clear of any liens, security interests and other
encumbrances.
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(c) Authorization;
Enforceability.
Onramp
has full power and authority to enter into this Agreement. This Agreement
constitutes a valid and legally binding obligation of Onramp, enforceable
against Onramp in accordance with its terms.
(d) No
Conflicts.
The
execution and delivery by Onramp of this Agreement does not, and the
consummation of the transactions contemplated hereby will not: (i) conflict
with
or result in a violation or breach of any law, rule, regulation, order or decree
applicable to Onramp; (ii) conflict with or result in a violation or breach
of,
or constitute (with or without notice or lapse of time or both) a default under,
any contract to which Onramp is a party; (iii) except as set forth in this
Agreement or as required by the federal securities laws, require Onramp to
obtain any consent, approval or action of, make any filing with or give any
notice to any person as a result or under the terms of any contract to which
Onramp is a party; or (iv) result in the creation or imposition of any lien
or
other encumbrance upon the Shares.
(e) Adequacy
of Information.
Onramp
has had access to information regarding YP and its business necessary to make
an
informed and knowledgeable decision with regard to the transactions contemplated
hereby. Onramp understands that the Shares may in the future trade at prices
higher than the purchase price at which Onramp is selling such Shares to YP
under this Agreement, and that Onramp, by entering into this Agreement, is
foregoing any and all opportunities to share in any such increased value with
respect to any Shares sold hereunder. Onramp has not relied upon YP, or any
of
its affiliates or agents, and has instead made its own independent analysis,
in
determining to enter into this Agreement and to consummate the transactions
contemplated hereby.
(f) Future
Use of Domain Name.
Onramp
covenants and agrees that after transfer, Onramp shall not make any further
use,
either for its own benefit or for the benefit of any other person or entity,
of
the Domain Name. As of the effective date of this Agreement, Telco shall, as
the
sole owner of the Domain Name, have the exclusive right to use or otherwise
transfer the Domain Name. Onramp agrees that it, and any entities it controls or
is associated with, shall not in the future register, use, apply to register
or
assist any third party to register, use or apply to register any domain names
or
trademarks that are confusingly similar to YP or XX.XXX, including any other
formatives, misspellings, URL extensions and/or any other phrases using YP
or a
similar term that comprises or includes, whether alone or in combination with
each other or with other words, the Domain Name or any variation thereof. Other
than as specifically set forth in this paragraph, Onramp shall not download
any
information or applications to any website associated with the Domain Name,
link
to or from the Domain Name, have or attempt to have access to any DNS servers
associated with Telco or the Domain Name, or in any way hinder or impede any
website or email content or communications associated with the Domain Name
in
the future.
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4. Representations,
Warranties and Covenants of YP and Telco.
YP and
Telco hereby represent, warrant and covenant to Onramp as follows:
(a) Authorization;
Enforceability.
YP and
Telco have full power and authority to enter into this Agreement. This Agreement
(i) will be duly authorized by all necessary corporate action and (ii)
constitutes a valid and legally binding obligation of YP and Telco, enforceable
against each in accordance with its terms.
(b) No
Conflicts.
The
execution and delivery by YP and Telco of this Agreement does not, and the
consummation of the transactions contemplated hereby will not: (i) conflict
with
or result in a violation or breach of any law, rule, regulation, order or decree
applicable to either YP or Telco; (ii) conflict with or result in a violation
or
breach of, or constitute (with or without notice or lapse of time or both)
a
default under, any contract to which YP or Telco is a party, or (iii) except
as
set forth in this Agreement or as required by the federal securities laws,
require YP or Telco to obtain any consent, approval or action of, make any
filing with or give any notice to any person as a result or under the terms
of
any contract to which YP or Telco is a party.
5. Release.
Each
party hereby releases and covenants not to xxx or to cause others to xxx the
other party on any or all claims, actions, causes of action, suits, debts,
contracts, agreements, damages, injuries, and demands whatsoever, in law or
equity, which such party ever had, now has or hereafter may have for, upon
or by
reason of any act, omission, transaction, matter, cause, commission or thing
arising out of, in connection with or relating to the Domain Name. The foregoing
release and covenant shall exclude claims and warranties to enforce or protect
the rights and duties created by this Agreement.
6. Waiver.
Upon
completion of the obligations and duties created by this Agreement, each party
will and hereby does waive any actual or potential breach of the other under
the
License Agreement.
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7.
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Miscellaneous.
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(a) Survival.
The
representations, warranties, covenants and agreements of Onramp, YP and Telco
contained in or made pursuant to this Agreement shall survive the execution
and
delivery of this Agreement and the closing of the transactions contemplated
hereby.
(b) Remedies.
YP and
Telco, on the one hand, and Onramp, on the other, acknowledge and agree that
irreparable damage will occur in the event that any provision of this Agreement
is not performed in accordance with its specific terms or is otherwise breached.
It is accordingly agreed that the parties shall be entitled to an injunction
to
prevent breaches of the provisions of this Agreement and to enforce specifically
the terms and provisions hereof in any court having jurisdiction. The foregoing
remedies shall be in addition to any other remedy to which a party hereunder
may
be entitled at law or in equity.
(c) Nature
of Agreement.
This
Agreement and all provisions thereof, including all representations and promises
contained herein, are contractual and not a mere recital and shall continue
in
permanent force and effect. Except for the License Agreement, this Agreement
constitutes the sole and entire agreement of the parties with respect to the
subject matter hereof, and there are no agreements of any nature whatsoever
between the parties hereto with respect to the subject matter hereof, except
as
expressly stated or referenced herein. This Agreement may not be modified or
changed unless done so in writing, signed by both parties. This Agreement shall
be governed by and construed in accordance with the laws of the State of Arizona
without regard to choice of law principles.
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(d) Counterparts.
This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original and all of which together shall constitute one instrument.
Facsimile signatures shall be acceptable.
(e) Notices.
Unless
otherwise provided, any notice required or permitted by this Agreement shall
be
in writing and shall be deemed sufficient upon receipt, when delivered by
overnight courier or sent by facsimile, or upon delivery when delivered
personally, or upon seventy-two (72) hours after being deposited in the U.S.
mail, as certified or registered mail, with postage prepaid, addressed to the
party to be notified at such party’s address or facsimile number, as
subsequently modified by written notice, as follows:
(i) if
to
Onramp, to Onramp Access, Inc., 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx
00000, Attn: Xxxx Xxxxxxxxx, or
(ii) if
to YP
or Telco, to YP Corp, 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxx, Xxxxxxx 00000,
Attn: President.
(f) Severability.
If any
provision of this Agreement is held by a court of competent jurisdiction to
be
invalid, void or unenforceable for whatever reason, the remaining provisions
of
this Agreement shall nevertheless continue in full force and effect without
being impaired in any manner whatsoever.
(g) Further
Assurances.
Each
party to this Agreement agrees upon request to execute any further documents
or
instruments necessary or desirable to carry out the purposes or intent of this
Agreement.
[Signature
Page Follows]
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IN
WITNESS WHEREOF,
the
parties have duly executed this Agreement as of the date first written
above.
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YP
CORP,
a
Nevada corporation
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/s/
Xxxx Xxxxx
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By:
Xxxx Xxxxx
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Its:
Chief Operating Officer
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TELCO
BILLING, INC.,
a
Nevada corporation
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/s/
Xxxx Xxxxx
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By:
Xxxx Xxxxx
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Its:
Chief Operating Officer
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ONRAMP
ACCESS, INC.,
a
Texas corporation
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/s/
Xxxx Xxxxxxxxx
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By:
Xxxx Xxxxxxxxx
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Its:
President
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