5
Stock Purchase Agreement
This Stock Purchase Agreement, the "Agreement", is made this 1st day of
February, 2001 by and between: LINK WORLDWIDE LOGISTICS, INC., referred to
herein as "PURCHASER", and ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ MANAGEMENT,
INC. AND FIRST FINANCIAL NETWORK, INC., the 'control shareholders' of NETWEB
▇▇▇▇▇▇.▇▇▇ INC., the "COMPANY", all of whom are jointly and severally hereafter
referred to as "SELLER":
WHEREAS, the PURCHASER desires to purchase an aggregate of 5,300,000 shares of
the issued and outstanding shares of Common Stock of the Company, the "Shares",
representing 69.74% of the approximate total of 7,600,000 Shares which are
presently issued and outstanding by the COMPANY; and
WHEREAS, the SELLER desires to sell the aforementioned Shares, on the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
stated, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the SELLER and the PURCHASER hereby agree as follows:
1. RECITALS. The foregoing recitals are hereby deemed an integral part of
the terms and conditions of this Agreement.
2. PURCHASE AND SALE. CONTEMPLATED TRANSACTION: The PURCHASER shall purchase,
and the SELLER shall sell the described securities on the terms as herein
contained.
3. PURCHASE PRICE.
3.1 CASH: The Cash portion of the Purchase Price of the described shares
shall be the sum of THREE HUNDRED THOUSAND ($300,000) dollars, to be paid as
follows:
3.1-1 The sum of $50,000 on execution of this Agreement, 50% of which
shall be a non-refundable 'deposit' and shall be retained by Sellers as
liquidated damages in the event that the contemplated transaction is not
completed, for any reason;
3.1-2 The sum of $50,000 on Closing, by wire transfer, bank check,
corporate check or check drawn on Purchaser's Attorney's Trust Account, payable
to the order of NetWeb OnLine Inc., (a separate Florida corporation) or as
otherwise requested pursuant to the written authorization of the SELLER to be
delivered on Closing;
3.1-3 The remaining sum of $200,000 shall be due and payable no later
than thirty (30) days from the date of Closing of the contemplated transaction.
3.1-4 ADDITIONAL CONSIDERATION. PURCHASER hereby assumes a maximum of
$30,000 of liabilities due and owing as of the date of this Agreement,
consisting of obligations due and payable to the Company's legal counsel and
auditors for services rendered. Such liabilities shall be paid by PURCHASER or
the Company at his direction, within thirty (30) days from the date of Closing.
Seller agrees to pay all Company obligations due as of the Closing, in excess of
the aforesaid agreed sum.
3.2 CONSULTING SHARES: JUDKOWITZ AND GALANT, for their continued services to
the Company as Directors and or Officers and or Consultants, shall EACH receive
that number of Common Shares equal to FOUR AND ONE-HALF (4 1/2%) percent of the
issued and outstanding shares subsequent to any recapitalization and share
issuance upon completion of the proposed acquisition/merger transaction with
LINK WORLDWIDE LOGISTICS, INC. It is the intention of the parties that at least
50% of the Shares to be issued to Judkowitz and Galant (the "Consulting Shares")
shall, within 90 days of the Closing, be issued pursuant to an S-8 SEC
Registration Statement at the Company's expense, with no restrictions on their
public sale other than as may be applicable under the federal Securities Act and
the Securities Exchange Act, as amended.
4. SELLER'S OBLIGATION ON CLOSING. On Closing the SELLER shall deliver to a
third party, acceptable to the parties hereto, to be held in Escrow, with
PURCHASER being granted voting rights, pending payment in full of the total Cash
portion of the Purchase Price, certificates representing all of the shares of
Common Stock being sold hereby, together with medallion signature guaranteed
Assignment/Stock Powers, and appropriate resolutions of the Corporate SELLERS.
Further, unless otherwise agreed, SELLER shall cause to be delivered a duly
executed Consent by the Company's Board of Directors which shall constitute such
individuals resignations from all director and officer capacity with the
Company, and nomination and election of PURCHASER (and or others of his choice)
to serve on the Board, and as corporate officers, in their place.
5. PURCHASER'S OBLIGATION ON CLOSING. On Closing the PURCHASER shall tender
to SELLER the Purchase Price in US funds payable as provided in paragraph 3
above, or funds shall be transferred to SELLER pursuant to wire funds transfer
instructions.
6. CLOSING.
6.1 CLOSING DATE. The Closing shall take place no later than Ten (10)
business days from the date PURCHASER executes this Agreement, at the office of
the SELLER, or such other place and at a time as may be mutually acceptable to
the parties. Unless Closing shall be extended by the mutual consent of the
parties, failure to close shall terminate all obligations of both parties hereto
except as to any nonrefundable deposit.
6.2 CONDITIONS TO CLOSING. The Closing shall be subject to satisfaction
of the performance of the following conditions:
i) that the representations and warranties of the SELLER and of the
PURCHASER contained hereinafter, are true and correct and shall be so as of the
Closing Date and for due diligence purposes, PURCHASER shall provide to SELLER,
at least 3 days prior to Closing, complete and full disclosure of its corporate
status and corporate activity to-date including capital raising transactions;
ii) that the parties have each performed all conditions imposed by this
Agreement; and
iii) that all documents and payments required hereunder shall be delivered
to the respective parties by the other at the time of Closing.
7. SELLER'S REPRESENTATIONS AND WARRANTIES.
7.1 ORGANIZATION AND GOOD STANDING OF THE COMPANY. The Company is a
corporation duly organized and validly existing, and in good standing under the
laws of the State of Texas, and pursuant to said laws is fully entitled to own
or lease property and to carry on any and all lawful business operations.
7.2 The execution and delivery of this Agreement and the consummation of
the transaction contemplated hereby will have been duly authorized by the
written consent of the Board of Directors, and the majority of the Company's
shareholders, in so far as such consents shall be required.
7.3 That by itself the transaction will not result in a breach of
default or otherwise create a lien, security interest or encumbrance upon the
subject securities, or the assets, if any, of the Company.
7.4 As of the date of Closing the Company shall have no operating
assets or subsidiaries.
7.5 CAPITALIZATION. The authorized capital stock of the Company consists of:
COMMON STOCK - THIRTY (30,000,000) MILLION shares of $0.001 par value, of
which approximately 7,600,000 shares are presently issued and outstanding.
UNDESIGNATED PREFERRED STOCK - FOUR (4,000,000) MILLION shares of $0.001
par value - none of which shares have been issued.
CONVERTIBLE PREFERRED STOCK - ONE (1,000,000) MILLION shares of Series I,
$0.001 par value - each share convertible into three shares of $0.001 par value
Common Stock. No Series I shares are presently issued or outstanding.
UNREGISTERED COMMON STOCK PURCHASE WARRANTS - The Company has outstanding
Purchase Warrants for purchase of 450,000 shares of the Company's Common Stock
at the price of $0.50 per share.
All of the foregoing securities are validly issued, fully paid and
non-assessable. There are no other securities, warrants, options, rights or
similar commitments issued and outstanding.
7.6 AUTHORITY OF SELLER, CONSENTS; EXECUTION OF AGREEMENTS. SELLER has
all requisite power, authority, and capacity to enter into this Agreement and to
deliver the performance required herein. No consent, authorization, approval,
license, permit or order of any person or governmental authority is required in
connection with the execution hereof, or the completion of the performance of
the parties hereunder. This Agreement, validly executed and delivered by the
SELLER constitutes a valid and legally binding obligation, enforceable in
accordance with its terms and conditions except as otherwise may be limited or
imposed by applicable statutes, rules and regulations.
7.7 SHARES AND WARRANTS. The Shares and Warrants are free and clear
of all liens, pledges, hypothecation, options, contracts and other encumbrances,
except by the terms and conditions of this Agreement and pursuant to applicable
laws.
7.8 OTC BULLETIN BOARD. The Company's Common Stock currently trades
on the OTC Bulletin Board under the symbol NWOL. No representation is made or
intended, that such trading privileges will continue upon or prior to the
consummation of the contemplated transaction. Other than complying with
applicable SEC disclosure rules, SELLERS shall not take any action to cause any
disruption of said trading privileges. As of the date hereof neither the
SELLERS nor the Company have received any STOP TRADING notification of any kind
from any federal or state regulatory authority.
7.9 SECTION 12(G) SEC REPORTING. The Company is a fully reporting
Issuer pursuant to the Securities Exchange Act of 1934; and is presently in full
compliance with all required filings.
7.10 AS OF CLOSING DATE. SELLER warrants and represents that the
representations herein contained are true and correct in all respects.
8. PURCHASER'S REPRESENTATIONS AND WARRANTIES.
8.1 PURCHASER'S AUTHORITY. PURCHASER has all requisite power, authority and
capacity to enter into this Agreement and to perform the transactions and
obligations to be performed by it hereunder. No consent, authorization,
approval, license, permit or order of any person or governmental authority is
required in connection with the execution hereof and the performance called for
herein. This Agreement has been duly executed and delivered by PURCHASER, and
constitutes a valid and legally binding obligation, enforceable in accordance
with its terms and conditions, except as otherwise may be limited or imposed by
applicable statutes, rules and regulations.
8.2 PURCHASER'S INVESTMENT. The PURCHASER warrants and acknowledges that:
8.2-1 The Shares have not been registered under the Securities Act
of 1933, as amended, the "Act", or under any applicable state securities laws;
8.2-2 The PURCHASER is acquiring the Shares for his own account
without a present view towards the further distribution and or sale thereof;
8.2-3 The PURCHASER is an experienced and sophisticated investor,
able to understand the consequences of making this investment, including that
the Shares being acquired may be illiquid for a significant period of time.
Further, PURCHASER has the requisite business experience and knowledge in
financial and business matters that he is fully capable of evaluating the risks
and merits of acquiring the Shares;
8.2-4 The PURCHASER is aware that the Shares may not be sold or
otherwise transferred unless such Shares are registered under the Act, or
qualify pursuant to an exemption from such registration requirements.
9. CONSULTING AGREEMENT. The Purchaser agrees to cause the Company to
retain either or both, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇, as consultants to
assist in the orderly and timely transfer of control of the Company to the
prospective company being acquired and to provide such services as may be
required to assure the Company's compliance with regulatory requirements. As
compensation for such services, the Company will issue the previously described
Consulting Shares, aggregating Nine (9%) percent of the Capitalization giving
effect to the proposed merger and recapitalization of the Company, to Judkowitz
and Galant (see: Section 3.2). At least 50% of the Shares shall be issued
pursuant to an S-8 Registration Statement to be filed by the Company within 90
days from the date of the completion of the proposed acquisition/merger.
10. PURCHASER'S OPTION. Notwithstanding any provisions herein to the
contrary, the Purchaser shall have the Option of delivering some or all of the
Consulting Shares provided for in Section 3.2 and or Section 9, in the form of
Options (and their underlying shares of Common Stock) pursuant to an S-8
Registration Statement. The exercise price of such Options shall be the lesser
of $1.00 per share or a price equal to Twenty (20%) percent of the immediately
preceding 20 days average 'bid' market price for the trading shares of the
Company.
11. PUBLIC DISCLOSURES/PRESS RELEASES. With the exception of compliance with
the Reporting Requirements under the Securities Exchange Act, prior to the
Closing no press releases or other similar public disclosures shall be made by
Purchaser without the express written prior consent from the Seller.
12. SURVIVAL OF REPRESENTATIONS. Notwithstanding any right of the PURCHASER to
investigate the affairs of the Company, each of the parties hereto shall have
the right to rely upon the representations and warranties of the other, which
representations shall survive the Closing hereof.
13. NOTICES. All notices required or permitted hereunder shall be in writing
and if not delivered to the other party in person, shall be made by express mail
or private courier, with proof of delivery, upon actual receipt by the party
being noticed, or such party's representative, at the addresses provided by the
parties for such purpose.
14. MISCELLANEOUS.
14.1 ASSIGNMENT. This Agreement may be assigned without the prior
written approval of the other party, but in such case, Purchaser shall remain
obligated to the required performance hereunder.
14.2 FURTHER DOCUMENTS. All parties agree to provide and or execute any
and all other documents which may be required to complete this transaction.
14.3 CAPTIONS. All captions are used herein for convenience and not to
define, limit, expand or prescribe the scope of the contents.
14.4 ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
between the parties, and may only be altered, changed or otherwise amended by an
instrument in writing duly signed by the other party.
14.5 APPLICABLE LAW. This Agreement shall be interpreted, construed and
enforced in accordance with the laws of the State of Florida.
14.6 SEVERABILITY. The unenforceability of one provision herein shall
not by itself invalidate or make any other provisions unenforceable. This
Agreement will be reformed, construed and enforced as if such invalid, illegal
or otherwise unenforceable provision was not contained herein.
14.7 BINDING. This Agreement shall be binding upon and inure to the
benefit of the parties, their heirs, personal representatives and their
successors or assigns.
14.8 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
14.9 SIGNATURES. Any signatures obtained by facsimile transmissions
shall be originals.
IN WITNESS WHEREOF, the parties have respectively caused the foregoing Agreement
to be executed on the date first above written.
SELLERS:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ MANAGEMENT, INC. FIRST FINANCIAL NETWORK, INC.
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by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ by:/s/▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President/Sole Director ▇▇▇▇▇▇ ▇▇▇▇, President/Sole
Director
PURCHASER: CORPORATE CONSENT:
LINK WORLDWIDE LOGISTICS, INC. NETWEB ▇▇▇▇▇▇.▇▇▇ INC.
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By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By:/s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President/CEO ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, CEO
That as and for additional consideration, and as an added incentive to the
SELLERS for their entering into the deferred payment portions of the aforesaid
Agreement, ▇▇▇▇ ▇▇▇▇▇▇▇, President and CEO of LINK WORLDWIDE LOGISTICS, INC.,
the "PURCHASER", does hereby personally assume the unconditional obligation to
assure PURCHASER'S full and complete performance, including but not limited to
the payment of all moneys due and payable, which is directly stated or
indirectly implied upon PURCHASER by the terms and conditions of this Agreement.
Failure to render payments when due shall automatically constitute a default
hereunder.
/s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Individually