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Exhibit 2.2
SUBSCRIBER PURCHASE AND LOCK-UP AGREEMENT BY
AND BETWEEN GREENHOLD GROUP, INC. AND WORLDWIDE INTERNET, INC.
THIS SUBSCRIBER PURCHASE AND LOCK-UP AGREEMENT (hereinafter referred to
as the "Agreement"), by and between GREENHOLD GROUP, INC., a Florida
corporation, and all its subsidiaries and holdings (hereinafter referred to as
"GREENHOLD"), and WORLDWIDE INTERNET, INC., a Delaware corporation (hereinafter
referred to as "WWI").
WHEREAS, GREENHOLD and WWI wish to enter into a subscriber purchase
agreement under the terms and conditions as hereinafter set forth; and
WHEREAS, the shareholders of WWI are willing to enter into a lock-up
agreement pertaining to the disposition of the shares of common stock they will
receive in GREENHOLD as a result of the shares to be exchanged;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, receipt of which
is hereby acknowledged, it is mutually agreed by and between the parties to this
Agreement as follows:
ARTICLE I: PURCHASE OF SUBSCRIBERS
The manner and basis of purchasing subscribers from WWI by GREENHOLD
shall be as follows:
(1) At the effective date of this Agreement, GREENHOLD will purchase
from WWI all subscribers of WWI who subscribed to WWI's Internet services
through February 15, 2001. A subscriber shall be defined as any individual or
entity that is receiving DSL Internet Access or any type of Internet services
from WWI as described
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in Schedule 1. WWI has represented to GREENHOLD that the total subscribers upon
which the value and consideration under this agreement is derived are set forth
in Schedule 1 attached hereto and that these subscribers exceed three hundred
and twenty (320) in number. If, as of February 15, 2001, the number of
subscribers is less than 320, GREENHOLD may adjust this agreement at its sole
discretion, using the values set forth in Schedule 1, in which case, WWI will
receive reduced compensation. GREENHOLD will not reduce the consideration under
this Agreement with respect to any subscriber who has validly subscribed to
Internet Services as of February 15, 2001, however, may have canceled the
subscription as a result of the transition to GREENHOLD's services. In
consideration for the purchase of subscribers from WWI, GREENHOLD will issue
800,000 shares of common stock of GREEENHOLD to WWI and will pay Two Hundred
Fifty Thousand ($250,000) to WWI as set forth below:
(a) If GREENHOLD does a public offering before March 1,
2001, then GREENHOLD will pay $250,000 in cash to WWI
by March 1, 2001; or
(b) If GREENHOLD does not do a public offering before
March 1, 2001 then GREENHOLD will pay $100,000 in
cash to WWI by March 15, 2001 and an additional
payment of $150,000 will be made to WWI by GREENHOLD
within 15 days after GREENHOLD does the first public
offering.
(2) All shares of GREENHOLD as offered to the stockholders of WWI shall
be offered as fully paid and nonassessable shares.
(3) All shares of GREENHOLD as offered to the stockholders of WWI shall
be offered bearing a restrictive legend in substantially the following form:
No sale, offer to sell, or transfer of the shares represented by this
certificate shall be made unless a registration statement under the
Federal Securities Act of 1933, as amended, with respect to such
shares, is then in effect or an exemption from the registration
requirements of said Act is then in fact applicable to said shares.
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(4) All shares of GREENHOLD as offered to WWI shall be further
restricted in that WWI will not be permitted to vote as to any matter upon which
a shareholder vote is sought or taken among GREENHOLD shareholders if Xxxx X.
Xxxxxx President of GREENHOLD instructs WWI to not cast their vote. This
restriction will no longer apply at such time as the total number of issued
shares in GREENHNOLD reaches twenty million (20,000,000) or Xxxx X Xxxxxx,
President of GREENHOLD is no longer a stock holder in the company.
ARTICLE II: EFFECTIVE TIME
The effective time of this Agreement shall be such time as
(1) This Agreement has been executed by the parties hereto; and
(2) All stockholders of both corporations have executed Exhibit "A"
attached hereto and incorporated into this Agreement.
ARTICLE III: EFFECT OF SHARE ISSUANCE
Upon such time as the shares of GREENHOLD have been issued, as provided
herein, to the stockholders of WWI, WWI shall continue to exist as a Delaware
corporation, however, it will not be a wholly-owned subsidiary of GREENHOLD.
GREENHOLD will only be purchasing subscribers and certain listed assets in
Section III of WWI up to February 15, 2001. WWI shall continue to be responsible
and liable for all the liabilities and obligations as may have existed at the
effective date of this Agreement except that:
(1) GREENHOLD will assume the operation costs as set forth in Schedule
2.
(2) GREENHOLD agrees to purchase the following equipment from WWI:
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1. Two (2) DNS/AUTHENTICATION/WEB Servers ($1,000/each)
2. One (1) WEB/DNS/MAIL server for xxxxxxx.xxx ($1,000/each)
3. One (1) MAIL Server ($1,000/each)
4. One (1) Platypus BILLING server ($1,000/each)
5. One (1) SUN WEB Server ($4,300/each)
GREENHOLD will pay $9,300.00 for the above equipment in cash by no
later than January 15, 2001.
(3) WWI grants GREENHOLD the exclusive right to the domain names
"xxx.xxx" and "xxxxxxx.xxx" commencing at the effective date of this agreement
for the duration that GREENHOLD is not in default of this Agreement or any
portion thereof. WWI shall undertake such steps as may be necessary to transfer
rights to GREENHOLD for these domain names when all the provisions of this
Agreement have been satisfactorily met.
ARTICLE IV: LOCK-UP PROVISIONS
After the given event that a public offering will be made of GREENHOLD
stock, and upon such time as WWI is entitled to receive their shares of
GREENHOLD as provided herein, those stockholders hereby agree that the
certificates issued on their behalf shall be deposited with Xxxx X. Xxxxxx, Esq.
and retained subject to the following lock-up provisions. A separate escrow
account for the shares will be drawn up between Xxxx X. Xxxxxx, Esq. and WWI.
Specifically, WWI hereby agrees during the Lock-Up Period, as hereinafter
defined, it shall not directly or indirectly take any action designed to, or
that may reasonably be expected to cause or result in the stabilization or
manipulation of the price of any security of GREENHOLD to facilitate the sale or
resale of the stock owned by WWI; or take any action whatsoever that would be
intended as a transfer of that stockholder's share(s) in GREENHOLD in any direct
or indirect fashion
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whatsoever, recognizing that the share certificate is being held under this
Agreement by GREENHOLD. In the event that GREENHOLD shall secure the services of
an independent transfer agent during the tenure of this Agreement, the
stockholder agrees and consents to the entry of stop-transfer instructions with
GREENHOLD's transfer agent against the transfer of these shares held by the
stockholder, except in compliance with this Agreement.
ARTICLE V: LOCK-UP PERIOD DEFINED
It is agreed and understood by WWI who will be entitled to GREENHOLD
shares under this Agreement that the Lock-Up Period shall be defined and shall
operate as follows:
(1) During the first twelve (12) months commencing form the Effective
Date of this Agreement, there shall be no sale of the shares of GREENHOLD.
(2) Commencing with the thirteenth (13th) and continuing through the
thirty-second (32nd) month, if a stockholder so desires and indicates to Xxxx X.
Xxxxxx, Esq. his or her desire to sell, then Xxxx X. Xxxxxx, Esq. shall sell on
the public market, if such a market exists for this stock, five percent (5%) of
the number of shares owned by that stockholder, and shall continue to sell five
percent (5%) of those shares each month thereafter until otherwise notified by
the stockholder. If a stockholder shall elect, starting with the 13th month, not
to have his or her shares sold for a particular month, that stockholder shall
notify Xxxx X. Xxxxxx, Esq. prior to the first (1st) day of the month of sale
that the shares are not to be sold, and in such case, a certificate for that
five percent (5%) of that stockholder's shares shall be issued and delivered to
him or her, as the case may be, on the 5th day of the month following. In the
case of any sales of stock, Xxxx X. Xxxxxx, Esq. shall have the responsibility
of disbursing the net sale proceeds (without
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interest) to the stockholder on the fifth day of the month following. This
disbursement will be evenly divided between all shareholders based upon their
number of shares.
ARTICLE VI: CHANGE OF CONTROL
If GREENHOLD experiences a change of control, which, for the purpose of
this Agreement is defined as a sale of all or substantially all of its assets to
another Person (as defined below), or a merger or similar transaction which is
effected in such a way that GREENHOLD is not the surviving entity or shares of
its stock are to be cancelled in exchange for value (for purposes of this
Agreement, "Person" shall mean an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, or an unincorporated
organization and/or a governmental department or agency), then GREENHOLD agrees
to release all shares held under the Lock-Up arrangement and distribute those
shares to the owners thereof, at the same time.
ARTICLE VII: REPRESENTATIONS AND WARRANTIES
Each corporation being a party to this Agreement represents and
warrants that it has the full power and authority to enter into this Agreement
and likewise, each stockholder executing Exhibit "A" attached hereto represents
and warrants that he or she has full power and authority to enter into this
Agreement and further agrees to execute any additional documents necessary or
desirable in connection with the enforcement hereof.
ARTICLE VIII: GOVERNING LAW
This Agreement is to be construed and enforced under the laws of the
State of Florida and the laws of the State of Florida shall govern all issues
and questions concerning this Agreement, and the exclusive venue for any action
arising under this Agreement shall be Miami-Dade County, Florida.
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ARTICLE IX: ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties
hereto pertaining to the subject matter hereof. There are no warranties,
representations or other agreements between the parties in connection with the
subject matter hereof, except as specifically set forth or referred to herein.
No amendment, waiver or termination of this Agreement shall be binding unless
executed in writing by the party to be bound thereby. No waiver of any provision
of this Agreement shall be deemed or shall constitute a waiver of any other
provision, nor shall any such waiver constitute a continuing waiver, unless
otherwise expressly provided.
ARTICLE X: SEVERABILITY
In case any provision in this Agreement shall be held invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions hereof will not in any way be affected or impaired thereby.
ARTICLE XI: THIRD-PARTY BENEFICIARIES
Each party hereto intends that this Agreement shall not benefit or
create any right or cause of action in or on behalf of any Person other than the
parties.
ARTICLE XII: RELEASE OF SHARES
In the event that GREENHOLD or any of its shareholders fails to abide
by the terms, conditions and restrictions set forth in Articles IV, V, VI, or
XIII then GREENEHOLD will, release within three (3) business days, all of the
remaining shares owned by WWI's and WWI will be relieved from any of the terns,
conditions and restrictions set forth in Articles IV and V.
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GREENHOLD also agrees to notify WWI immediately after such breach.
ARTICLE XIII: REPORTING
GREENHOLD agrees to distribute to WWI all operational and financial
information regarding GREENHOLD on a monthly basis at the beginning of each
calendar month.
ARTICLE XIV: COUNTERPARTS
This Agreement may be executed in any number of counterparts, and each
counterpart shall constitute an original instrument, but all of which taken
together shall constitute only and one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
this 24th day of January, 2001.
ATTEST: GREENHOLD GROUP, INC.
/s/ Xxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxx
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SECRETARY PRESIDENT
ATTEST: WORLDWIDE INTERNET, INC.
/s/ Xxx Xxxxxx By: /s/ Xxx Xxxxxx
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SECRETARY PRESIDENT
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EXHIBIT "A"
STOCKHOLDERS' CONSENT TO THE SUBSCRIBER
PURCHASE AND LOCK-UP AGREEMENT BY AND BETWEEN
GREENHOLD GROUP, INC. AND DNT (USS), INC.
The following persons, comprising all of the stockholders of the
above-referenced corporations, do hereby consent to the above-referenced
Agreement dated 24th of January, 2001, and agree to abide by its terms and
conditions.
GREENHOLD GROUP, INC.
Signature of Stockholder & Date of Execution Number of Shares Owned
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WORLDWIDE INTERNET, INC.
/s/ Xxx Xxxxxx 100
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