OMNIBUS AGREEMENT
OMNIBUS AGREEMENT dated July __, 1999 by and among XxxxxXxxx.XXX, INC., a
Delaware corporation (the "Company"), XXXXXXXX XXXXXXX, an individual having an
address at 0000 X. X. 00xx Xxxxxx, Xxxxx, Xxxxxxx 00000 ("Hernando"), the
persons who are signing this Agreement as "Investors" (the "Investors"), and
certain other parties who are signing this Agreement.
For good and valuable consideration, the parties hereto hereby agree as follows:
1. Hernando represents and warrants that:
(a) There are outstanding 750 shares of common stock of the Company which
are owned 490 shares by Hernando, 150 shares by Xxxxxx Xxxxxx
("Xxxxxx"), 75 shares by Xxxxxxx Xxxxxxx ("Xxxxxxx") and 35 shares by
Xxxx Xxxxxx ("Xxxx").
(b) There are no other outstanding shares of capital stock or options of
the Company, or other agreements or understandings (whether or not
binding) whereby the Company or any shareholder is or may in any
circumstances become obligated to issue or transfer any shares or any
interest therein, nor has any claim been made by any person or entity
for any such shares or interest.
2. Purchase of Shares, Etc. The Investors hereby purchase from the Company,
for $500,000, 250 shares of common stock (the "Shares"). The purchase price
is payable in cash concurrently herewith.
3. Option.
(a) The Company hereby grants to the Investors the option (the "Option")
to purchase 500 additional shares of common stock for $500,000 at any
time before December 31, 1999. The option shall expire earlier if it
is not exercised within seven days after the Company gives to the
Investors notice that the Company has exhausted its funds and requires
additional funds in its operations.
(b) Concurrently herewith, the Company has deposited a certificate for 500
shares in escrow with Xxxxx Xxxxxx to ensure the availability of the
certificate on exercise of the Option.
4. Allocation of Shares and Option. The Shares and the Option will be
allocated among the Investors in accordance with the percentages set forth
opposite their signatures below.
5. Board of Directors.
(a) Until December 31, 2001, the Board shall consist of three directors,
of whom two persons shall be designated by Hernando and one person
(the "Investor Designee") shall be designated by the Investors. The
initial Investor Designee is Xxxxxx Xxxxxx.
(b) Until December 31, 2001, the Company shall not issue any shares of
capital stock without the prior written approval of the Investor
Designee. If the Option expires without having been exercised, the
Company shall have the right to issue additional shares of capital
stock without the prior approval of the investor designee.
(c) Until July 1, 2000, the Company shall not without the prior written
approval of the Investor Designee make any expenditure in excess of
$10,000, or incur any obligation or commitment in excess of $10,000.
(d) Until July 1, 2000, the Company shall employ Hernando as CEO at a
salary of $15,000 per month . Hernando agrees to be employed on a
substantially full-time basis. Xxxxxxx shall be employed as CFO at a
salary of $6,000 per month. It is understood and agreed that Xxxxxxx
is not employed on a substantially full-time basis.
(e) Each of Hernando, Xxxxxxx and Xxxxxx hereby assigns to the Company all
of his present and future ownership and other rights into any patent,
patent application, copyright and any other intellectual property
whatsoever which in any way relates to the development, establishment,
maintenance and operation of a Latin America internet portal (the
"Business"). A business activity which does not relate to a Latin
America internet portal shall not be included in the term "Business."
(f) None of Hernando, Xxxxxxx and Xxxxxx shall in any way directly or
indirectly compete with any aspect of the Business so long as he is a
shareholder of the Company and for two years thereafter. The foregoing
provision does not prohibit:
(i) the continued ownership by each of Hernando and Xxxxxx of not
more than 15% of the stock of Red Colombia (a maximum of 30% for
both together) or the provision of insubstantial and minor
consulting services to such corporation or service on the board
of directors of such corporation, so long as such person does not
actively engage in the management or control of such corporation
and so long as such consulting services shall immediately
terminate should such corporation at any time engage in any
aspect of the Business (as defined above), or
(ii) the ownership and operation by Xxxxxxx of Latamnet Corp., so long
as such corporation acts exclusively as an Internet Service
Provider.
(g) Each of Hernando, Xxxxxxx and Xxxxxx shall maintain the
confidentiality of the Corporation's confidential information so
long as he is a shareholder of the Company and for two years
thereafter. The two-year limit in the preceding sentence does not
afford to any such person the right or license at any time during
or after such two-year period to use any intellectual property or
other asset or property of the Company.
6. It is the goal of the Company to use the $1,000,000 in funds paid by the
Investors for the Shares and which may be paid by them on exercise of the
Option, to fund all operations through approximately the September of 1999
and the launching of the Company's Bogota site. The Company anticipates
that it will raise an additional $1,000,000 by selling additional shares to
third parties to launch a Miami site and to fund further operations. Should
the Company issue additional funds in any financing, the new shares will
dilute prior shareholders on a pro rata basis.
7. Counsel. Xxxxx Xxxxxx has served as counsel to all parties other than the
Investors on all matters relating hereto. Xxxxx Xxxxxx has served as
counsel only to the Investors.
8. Miscellaneous
(a) This Agreement sets forth in full all of understandings of the
parties. This Agreement shall be enforceable by decrees of specific
performance without posting bond or other security, as well as by
other available remedies.
(b) This Agreement was signed in New York City and the federal and state
courts sitting in New York City shall have exclusive jurisdiction
hereof, and service of process shall be effective for all purposes
when mailed to a party be certified mail, return receipt requested.
TRIAL BY JURY IS WAIVED.
(c) This Agreement may be signed in one or more counterparts each of which
shall constitute an original.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
set forth above.
XXXXXXXXX.XXX, INC.
By _______________
__________________
Xxxxxxxx Xxxxxxx
__________________
Xxxxxxx Xxxxxxx
__________________
Xxxxxx Xxxxxx
Investors:
Name Percentage
Xxxxx Hberfeld 32.5%
Xxxxx Xxxxxx 32.5%
Xxxxxx Xxxxxx 32.5%
Xxxx Xxxxxx 2.5%
I confirm that I hold 500 shares in escrow pursuant to this Agreement. I will
release these shares to the Investors on exercise of the Option
_________________________
Xxxxx Xxxxxx
