Attached files
| file | filename |
|---|---|
| 8-K - InterCore, Inc. | v201318_8k.htm |
| EX-10.2 - InterCore, Inc. | v201318_ex10-2.htm |
AGREEMENT
FOR THE PURCHASE OF COMMON STOCK
THIS
PURCHASE AGREEMENT, (this “Agreement”) made this 28th day
of October, 2010, by and between Kenneth S. Barton, an
individual (“Seller”), I-Web
Media, Inc., a Delaware corporation (the “Company” or “I-Web”), and Rockland Group, LLC,
a Texas limited liability company (“Purchaser”), setting forth the
terms and conditions upon which Sellers will sell to Purchasers and Purchasers
will buy from Sellers certain securities (the “Securities”) consisting of
Ten Million (10,000,000) shares of I-Web Media, Inc. common stock (the “Shares”). Together
the Seller, Masters and the Purchaser are referred to herein as the “Parties.”
In consideration of the mutual
promises, covenants, and representations contained herein, THE PARTIES HERETO
AGREE AS FOLLOWS:
WITNESSETH
WHEREAS, the Seller owns 10,000,000
shares of common stock of the Company, representing approximately 90% of the
issued and outstanding stock of the Company;
WHEREAS,
the Seller desires to sell, and the Purchaser desires to purchase, the Shares in
accordance with the terms set forth herein;
WHEREAS,
the Parties desire and intend that the transactions contemplated by this
Agreement will be a tax free reorganization under Section 368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended.
WHEREAS,
the Partiess have appointed Jody M. Walker Attorney At
Law, to act as the Escrow Agent ("Escrow Agent") for this
transaction and to receive and hold all consideration received from the
Purchasers for the sale of the Shares and all documents, stock certificates,
stock powers and corporate records of I-Web, in the Jody M. Walker Attorney at
Law COLTAF Trust Account, unless other arrangements are agreed to by the
Parties.
WHEREAS,
the Parties and Escrow Agent, have entered into an ESCROW AGREEMENT dated
October 28, 2010, a copy of which is attached hereto as Exhibit
A.
NOW
THEREFORE, in consideration of the premises and respective mutual agreements,
covenants, representations and warranties herein contained, it is agreed between
the Parties hereto as follows:
ARTICLE
I
SALE
OF SECURITIES
1.01 Subject
to the terms and conditions of this Agreement, and the representation and
warranties contained herein, the Seller agrees to sell the Shares to the
Purchaser for a total of Two Hundred Fifty Thousand Dollars (U.S.) ($250,000)
(the “Purchase Price”). This is a private transaction between the
Seller and Purchaser.
1
1.02 The
Seller and Purchaser hereby appoint Jody M. Walker, Attorney At Law, to act as
the Escrow Agent as to the distribution of the Funds received for the sale of
the Shares and distribution of the shares and documents of I-Web to be held in
the Escrow Account, unless it is agreed by the Parties that the documents and
certificates shall be distributed to the Purchaser in another way.
1.03 Payment: The
Parties agree that the full Purchase Price of Two Hundred Fifty Thousand Dollars
($250,000) has been or will be wired on or before November 2, 2010 (the “Closing
Date”), to the Jody M. Walker COLTAF Trust Account (“Escrow Account”). Of this
sum, Two Hundred Twenty-Five Thousand Dollars ($225,000) is fully refundable
(less escrow and wire transfer fees) for any reason or for no reason until the
close of the transaction.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES
To induce
the Purchaser to enter into this Agreement and to consummate the transactions
contemplated hereby, the Seller and the Company represent and warrant as of the
date hereof and as of the Closing, as follows:
2.01 Organization; I-Web
is a Delaware corporation duly organized, validly existing, and in good standing
under the laws of that state, has all necessary corporate powers to own
properties and carry on a business, and is duly qualified to do business and is
in good standing in the state of Delaware and elsewhere. All actions
taken by the incorporators, directors and/or shareholders of I-Web have been
valid and in accordance with the laws of the state of Delaware. The
Company is a fully reporting company under the Securities and Exchange Act of
1934, as amended (the “’34
Act”), public company listed on the OTC Bulletin Board, and has been
assigned the trading symbol of IWBM. After the Purchase, the
Purchaser of the Shares shall file the appropriate filing(s) disclosing the
acquisition of the Shares by the Purchaser (”Disclosure Document”).
The
Company was validly created pursuant to that certain Joint Debtors Plan of
Reorganization approved by the U.S. Bankruptcy Court, Central District of
California (Case No.: 1:08-bk-16944-GM) in the matter of In Re Corporate
Services, Inc. (the
“Bankruptcy Case”). The Court ordered this subsidiary/affiliate to be
newly incorporated and ordered it to issue stock and warrants, with some to be
free of all restrictions pursuant to Section 1145 of Title 11 of the United
States Bankruptcy Code.
2.02 Capital. The
authorized capital stock of I-Web consists of 100,000,000 shares of Common
Stock, $0.0001 par value, and 20,000,000 shares of Preferred Stock, $0.0001 par
value, of which approximately 11,125,000 shares of Common Stock and no shares of
Preferred Stock are issued and outstanding. All outstanding shares
and warrants are fully paid and non-assessable, free of liens, encumbrances,
options, restrictions and legal or equitable rights of others not a party to
this Agreement. In addition there are 5,000,000 warrants outstanding,
each to purchase one share of Common Stock. The warrants are denominated as
follows: 1,000,000 “A” warrants exercisable at $1.00 each; 1,000,000 “B”
warrants exercisable at $2.00 each; 1,000,000 “C” warrants exercisable at $3.00
each; 1,000,000 “D” warrants exercisable at $4.00 each; 1,000,000 “E” warrants
exercisable at $5.00 each. At the Closing, there will be no outstanding
subscriptions, options, rights, warrants, convertible securities, or other
agreements or commitments obligating I-Web to issue or to transfer from treasury
any additional shares of its capital stock other than the warrants described
above. None of the outstanding Shares of I-Web are subject to any
stock restriction agreements. There are approximately 95 shareholders
of record of I-Web. All of such shareholders have valid title to such Shares and
acquired their Shares in a lawful transaction and in accordance with Delaware
corporate law and the applicable securities laws and bankruptcy laws of the
United States. Of the 11,125,000 shares of common stock of the
Company, 1,000,000 shares, and all the shares underlying the warrants described
herein, were validly issued pursuant to an exemption from registration provided
by Section 1145 of Title 11 of the United States Bankruptcy Code and, as a
result, are freely tradeable (see Exhibit
B).
2
2.03 Subsidiaries. “Subsidiary” or “Subsidiaries” means all
corporations, trusts, partnerships, associations, joint ventures or other
Persons, as defined below, of which a corporation or limited liability company
or any other Subsidiary of such corporation or limited liability company owns
not less than twenty percent (20%) of the voting securities or other equity or
of which such corporation or limited liability company or any other Subsidiary
of such corporation or limited liability company possesses, directly or
indirectly, the power to direct or cause the direction of the management and
policies, whether through ownership of voting shares, management contracts or
otherwise. “Person” means any individual,
corporation, trust, association, partnership, proprietorship, joint venture or
other entity. The Company has no subsidiaries.
2.04 Financial
Statements. The Company has audited financial statements
and more recent unaudited financial statements which can be found on Edgar in
the last Form 10 and 10-Q that were filed.
2.05
Filings
with Government Agencies. I-Web is a reporting company and is
current in its annual and quarterly reports with the SEC. The Company
recently filed a 10-Q with the SEC with unaudited financial statements covering
the period ended June 30, 2010. I-Web has made all filings with the
state of Delaware that might be required. Upon the purchase of the
Shares by the Purchasers, those Purchasers will have the full responsibility for
filing any and all documents required by the Securities and Exchange Commission,
and/or any other government agency that may be required. The Seller
will supply the Purchaser with all information that is currently available for
the Company. After the Closing, the Purchaser understand that the
Seller will have no responsibility whatsoever for any filings made by the
Company in the future, either with the SEC, FINRA, DTC or the State of
Delaware.
2.06 Liabilities. It
is understood and agreed that the purchase of the Common Stock is predicated on
I-Web not having any liabilities at closing, and the Company will not, as of
Closing, have any debt, liability, or obligation of any nature, whether accrued,
absolute, contingent, or otherwise that will not be paid by the Company or the
Seller at Closing. The Seller is not aware of any pending, threatened
or asserted claims, lawsuits or contingencies involving the Company or its
securities. To the best of knowledge of the Sellers, there is no dispute of any
kind between I-Web and any third party, and no such dispute will exist at the
Closing of this transaction, and at the Closing, I-Web will be free from any and
all liabilities, liens, claims and/or commitments. The Seller agrees
to indemnify the Purchaser against any past liabilities pertaining to its
conduct of business that should arise within six (6) months of
closing.
3
2.07 Tax
Returns. I-Web has had no business activity and has not filed
either federal income tax returns or state income tax returns, but is current
with the State of Delaware Franchise tax. As of closing, there shall
be no taxes of any kind due or owing. The Seller agrees to assist the
Purchaser and the Company with the preparation of the Company’s tax returns by
providing any information reasonably needed by the preparer of the tax
returns.
2.08 Ability to Carry Out
Obligations. The Seller has the right, power, and authority to
enter into, and perform their obligations under this Agreement. The
execution and delivery of this Agreement by the Seller and the performance by
the Seller of his obligations hereunder will not cause, constitute, or conflict
with or result in (a) any breach or violation of any of the provisions of or
constitute a default under any license, indenture, mortgage, charter,
instrument, articles of incorporation, bylaws, or other agreement or instrument
to which I-Web the officers, directors or Sellers are a party, or by which they
may be bound, nor will any consents or authorizations of any party other than
those hereto be required, (b) an event that would cause I-Web (and/or assigns)
to be liable to any party, or (c) an event that would result in the creation or
imposition of any lien, charge, or encumbrance on any asset of I-Web or upon the
Shares.
2.09 Contracts, Leases and
Assets. I-Web is not a party to any contract, agreement or
lease other than its agreement with its stock transfer agent (unless such
contract, agreement or lease has been assigned to another party or I-Web has
been released from its obligations thereunder). No person holds a
power of attorney from I-Web or the Seller. At the Closing, I-Web
will have no assets or liabilities.
2.10 Guaranties. The
Company has not guaranteed any dividend, obligation or indebtedness of any
person or legal entity; nor has any person or legal entity guaranteed any
dividend, obligation or indebtedness of the Company.
2.11 Compliance with
Laws. To the best of knowledge of the Seller, I-Web has
complied in all material respects, with, and is not in violation of any,
federal, state, or local statute, law, and/or regulation
pertaining. To the best of the knowledge of the Sellers, I-Web has
complied with all federal and state securities laws in connection with the
offer, sale and distribution of its securities. At the time that
I-Web sold Shares to the Seller, the Company was entitled to use the exemptions
provided by the Securities Act of 1933 and/or the exemption provided by Section
1145 of the Bankruptcy Code relative to the sale of its securities, including,
but not limited to, the Shares. The Shares being sold herein are
being sold in a private transaction between the Seller and the Purchaser, and
the Sellers make no representation as to whether the Shares are subject to
trading restrictions under the Securities Act of 1933, as amended and rules
thereunder.
2.12 Litigation. To
the best of the knowledge of the Sellers, I-Web is not a party to any suit,
action, arbitration, or legal administrative, or other proceeding, or pending
governmental investigation. To the best knowledge of the Seller, there is no
basis for any such action or proceeding and no such action or proceeding is
threatened against I-Web. I-Web is not a party to or in default with
respect to any order, writ, injunction, or decree of any federal, state, local,
or foreign court, department, agency, or instrumentality.
2.13 Conduct of
Business. Prior to the Closing, I-Web shall conduct its
business in the normal course, and shall not (without the prior written approval
of Purchaser) (i) sell, pledge, or assign any assets, (ii) amend its Certificate
of Incorporation or Bylaws, (iii) declare dividends, or redeem, sell, or issue
any stock or other securities (iv) incur any liabilities, except in the normal
course of business, (v) acquire or dispose of any assets, enter into any
contract, guarantee obligations of any third party, or (vi) enter into any other
transaction.
4
2.14 Books and
Records. The Company keeps its books, records and accounts
(including, without limitation, those kept for financial reporting purposes and
for tax purposes) in accordance with good business practice and in sufficient
detail to reflect the transactions and dispositions of their assets, liabilities
and equities. The minute books of the Company contain records of
their shareholders’ and directors’ meetings and of action taken by such
shareholders and directors. The meetings of directors and
shareholders referred to in such minute books were duly called and held, and the
resolutions appearing in such minute books were duly adopted. The
signatures appearing on all documents contained in such minute books are the
true signatures of the persons purporting to have signed the
same. Attached hereto as Exhibit C is a list
of all contracts to which the Company is a party or obligated as of the Closing
Date, and the Company hereby represents and warrants that there are no other
material contracts or agreements in existence as of the Closing
Date.
2.15 Closing
Documents. All articles, bylaws, minutes, consents or
other documents pertaining to I-Web to be delivered at the Closing shall be
valid and in accordance with the laws of Delaware.
2.16 Title. The
Seller has good and marketable title to all of the Shares being sold by him to
the Purchaser pursuant to this Agreement. The securities will be, at
the Closing, free and clear of all liens, security interests, pledges, charges,
claims, encumbrances and restrictions of any kind, except for restrictions on
transfer imposed by federal and state securities laws. None of the
securities are or will be subject to any voting trust or
agreement. No person holds or has the right to receive any proxy or
similar instrument with respect to such securities. Except as
provided in this Agreement, the Seller is not a party to any agreement which
offers or grants to any person the right to purchase or acquire any of the
securities. There is no applicable local, state or federal law, rule,
regulation, or decree which would, as a result of the purchase of the securities
by purchasers (and/or assigns) impair, restrict or delay voting rights with
respect to the securities.
2.17
Transfer of
Shares. The Seller will have the responsibility for sending
all certificates representing the Shares, along with the proper Stock Powers
with Bank Signature Guarantees and assignments acceptable to the Escrow Agent
for delivery to the Purchaser, or shall make other arrangements for delivery
acceptable to Purchaser.
The
Purchaser will have the responsibility of sending the certificates, along with
stock powers to the Transfer Agent for the Company to have the certificates
changed into their respective names and denominations and the Purchaser shall be
responsible for all costs involved in such changes and in mailing new
certificates to all shareholders.
2.18 Representations. All
representations shall be true as of the Closing and all such representations
shall survive the Closing.
5
ARTICLE
III
CLOSING
3.01 Closing for the Purchase of
Common Stock and Warrants. The Closing (the “Closing”) of this
transaction for the purchase of the Shares will occur when all of the
documents and consideration described in 3.02 below, have been delivered, or
other arrangements made and agreed to. Unless the Closing of this
transaction takes place on or before October 29, 2010, then either party may
terminate this Agreement.
If this
Agreement is terminated due to the failure of the Seller to provide the
documents specified in Section 3.02 below, then all consideration paid by the
Purchaser shall be returned to the Purchaser.
3.02 Documents and Payments to be
Delivered at Closing of the Common Stock Purchase. As part of
the Closing of the purchase of the Shares , the following documents, in form
reasonably acceptable to counsel to the Parties, shall be
delivered:
(a) By
the Sellers:
(i)
Certificate of Incorporation and all amendments
thereto;
(ii)
Bylaws and all amendments thereto;
(iii)
Minutes and Consents of Shareholders;
(iv)
Minutes and Consents of the board of directors;
(v)
List of officers and directors;
(vi)
Evidence of Good Standing with the Secretary of State of
Delaware;
(vii)
Current
Shareholder list from the Transfer Agent;
|
|
(viii)
|
True
and correct copies of all of the business records of I-Web, including but
not limited to correspondence files and agreements and
contracts;
|
|
|
(ix)
|
Stock
certificates along with stock powers with medallion-guarantees acceptable
to the transfer agent, representing the Shares (10,000,000 shares of
common stock of the Company), endorsed in favor of the name or names as
designated by Purchaser or left
blank;
|
|
|
(x)
|
Board
of directors resolution appointing a new President, Secretary and
Treasurer of the Company as designated by Purchaser, and the acceptance of
all resignations of all officers of
I-Web;
|
6
|
|
(xi)
|
Resignations
of all officers of I-Web;
|
|
|
(xii)
|
Board
of directors resolution appointing new director(s) of I-Web as designated
by the Purchaser and the resignation of all its current
directors (the resignation of one of the current directors will not be
effective until the applicable waiting period for a Schedule 14f-1 or
Schedule 14-C Information Statement, filed by the Company, has
run;
|
|
|
(xiii)
|
Board
of directors resolution approving the signing of this Agreement by the
Company and confirming the representations and warranties of the Company
in this Agreement; and
|
|
|
(xiv)
|
Such
other documents of I-Web as may be reasonably required by Purchaser, if
available.
|
(b) By
Purchasers:
(i) Wire
transfer to the Jody M. Walker Attorney At Law COLTAF Trust Account the amount
of $250,000, representing the total Purchase Price for the Shares.
WIRE TRANSFER
INSTRUCTIONS
First Bank of Colorado
P.O. Box 4667
Englewood, CO 80155
303-274-5000
ABA#107005047
For the account of:
Jody M. Walker
Coltaf Trust Account
7841 South Garfield Way
Centennial, CO 80122
Account #4190517461
3.03 Conditions
Precedent. This Agreement, and the transactions contemplated
hereby, shall be subject to the following conditions precedent:
The
obligation of the Purchaser to pay the Purchase Price shall be subject to the
fulfillment (or waiver by the Purchaser), at or prior to the Closing or the
applicable delivery date thereof, of the following conditions, which the Seller
and the Company agree to use their best efforts to cause to be
fulfilled:
7
(a) Representations,
Performance. If the Closing Date is not the date hereof, the
representations and warranties contained in Article 2 hereof shall be true at
and as of the date hereof and shall be repeated and shall be true at and as of
the Closing Date with the same effect as though made at and as of the Closing
Date, except as affected by the transactions contemplated hereby; the Seller and
the Company shall have duly performed and complied with all agreements and
conditions required by this Agreement to be performed or complied with by it
prior to or on the Closing Date.
(b) Consents. Any
required consent to the transactions contemplated by this Agreement shall have
been obtained or waived.
(c) Litigation. No
suit, action, arbitration or other proceeding or investigation shall be
threatened or pending before any court or governmental agency in which it is
sought to restrain or prohibit or to obtain material damages or other material
relief in connection with this Agreement or the consummation of the transactions
contemplated hereby or which is likely to affect materially the value of the
Shares or the Company.
(d) Proceedings and
Documentation. All corporate and other proceedings of the
Company in connection with the transactions contemplated by this Agreement, and
all documents and instruments incident to such corporate proceedings, shall be
satisfactory in form and substance to the Purchaser and the Purchaser’s counsel,
and the Purchaser and the Purchaser’s counsel shall have received all such
receipts, documents and instruments, or copies thereof, certified if requested,
to which the Purchaser is entitled and as may be reasonably
requested.
(e) Property
Loss. No portion of I-Web’s assets shall have been destroyed
or damaged or taken by condemnation under circumstances where the loss thereof
will not be substantially reimbursed to the Purchaser through the proceeds of
applicable insurance or condemnation award.
(f) Consents and
Approvals. All material licenses, permits, consents,
approvals, authorizations, qualifications and orders of governmental or
regulatory bodies which are (1) necessary to enable the Purchaser to fully
operate the business of I-Web as contemplated from and after the Closing shall
have been obtained and be in full force and effect, or (2) necessary for the
consummation of the transactions contemplated hereby, shall have been
obtained. Any notices to or consents of any party to any agreement or
commitment constituting part of the transactions contemplated hereby, or
otherwise required to consummate any such transactions, shall have been
delivered or obtained.
ARTICLE
IV
INVESTMENT
INTENT
4.01 Transfer
Restrictions. The Purchaser (and/or assigns) agrees that the
securities being acquired pursuant to this Agreement may be sold, pledged,
assigned, hypothecated or otherwise transferred, with or without consideration
(“Transfer”) only pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the “Act”), or pursuant to an exemption from
registration under the Act.
8
4.02. Investment
Intent. The Purchaser is acquiring the Shares for their own
account for investment, and not with a view toward distribution
thereof.
4.03. No
Advertisement. The Purchaser acknowledges that the
Shares have been offered to them in direct communication between them and
Seller, and not through any advertisement of any kind.
4.04. Knowledge and
Experience. (a) The Purchaser acknowledges that it hass
been encouraged to seek their own legal and financial counsel to assist them in
evaluating this purchase. The Purchaser acknowledges that Seller has given them
and all of their counselors access to all information relating to I-Web’s
business that they or any one of them have requested. The Purchaser acknowledges
that it has sufficient business and financial experience, and knowledge
concerning the affairs and conditions of I-Web so that they can make a reasoned
decision as to this purchase of the Shares and are capable of evaluating the
merits and risks of this purchase.
4.05. Restrictions on
Transferability. The Purchasers are aware of the
restrictions on transferability of the Shares and further understand the
certificate representing these shares shall bear the following
legend.
(a) THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), IN RELIANCE UPON THE
EXEMPTION FROM REGISTRATION PROVIDED IN SECTIONS 4(1) AND 4(2) AND REGULATION D
UNDER THE ACT. AS SUCH, THE PURCHASE OF THIS SECURITY WAS MADE WITH THE INTENT
OF INVESTMENT AND NOT WITH A VIEW FOR DISTRIBUTION. THEREFORE, ANY SUBSEQUENT
TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS
REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.
(b) The
Purchaser understands that these Shares may only be disposed of pursuant to
either (i) an effective registration statement under the Act, or (ii) an
exemption from the registration requirements of the Act.
(c) I-Web
and/or Seller has neither filed such a registration statement with the SEC or
any state authorities nor agreed to do so, nor contemplates doing so in the
future, and in the absence of such a registration statement or exemption, the
Purchaser may have to hold the Shares indefinitely and may be unable to
liquidate them in case of an emergency.
9
ARTICLE
V
COVENANTS,
INDEMNIFICATION
5.01 To
induce the Purchaser to enter into this Agreement and to consummate the
transactions contemplated hereby, and without limiting any covenant, agreement,
representation or warranty made, the Seller and the Company covenant and agree
as follows:
(a) Notices and
Approvals. The Company and the Seller agree: (a) to give all
notices to third parties which may be necessary or deemed desirable by the
Purchaser in connection with this Agreement and the consummation of the
transactions contemplated hereby; (b) to use their best efforts to obtain all
federal and state governmental regulatory agency approvals, consents, permit,
authorizations, and orders necessary or deemed desirable by the Purchaser in
connection with this Agreement and the consummation of the transactions
contemplated hereby; and (c) to use their best efforts to obtain all consents
and authorizations of any other third parties necessary or deemed desirable by
the Purchaser in connection with this Agreement and the consummation of the
transactions contemplated hereby.
(b) Information for the
Purchaser’s Statements and Applications. The Seller and the
Company and their employees, accountants and attorneys shall cooperate fully
with the Purchaser in the preparation of any statements or applications made by
the Purchaser or the Company to any federal or state governmental regulatory
agency in connection with this Agreement and the transactions contemplated
hereby and to furnish the Purchaser with all information concerning the Company
and the Seller necessary or deemed desirable by the Purchaser for inclusion in
such statements and applications, including, without limitation, all requisite
financial statements and schedules.
(c) Access to
Information. The Purchaser, together with his appropriate
attorneys, agents and representatives, shall be permitted to make the full and
complete investigation of the Seller and the Company and have full access to all
of the books and records of the other during reasonable business
hours. Notwithstanding the foregoing, such parties shall treat all
such information as confidential and shall not disclose such information without
the prior consent of the other.
ARTICLE
VI
REMEDIES
6.01 Arbitration. Any
controversy or claim arising out of, or relating to, this Agreement, or the
making, performance, or interpretation thereof, shall be settled by arbitration
in Texas in accordance with the Rules of the U.S. Arbitration Association then
existing, and judgment on the arbitration award may be entered in any court
having jurisdiction over the subject matter of the controversy.
6.02 Termination. In
addition to any other remedies, the Purchaser may terminate this Agreement, if
at the Closing, the Seller has failed to comply with all material terms of this
Agreement have failed to supply any documents required by this Agreement unless
they do not exist, or have failed to disclose any material facts which could
have a substantial effect on any part of this transaction.
10
6.03 Indemnification. From
and after the Closing, the Parties, jointly and severally, agree to indemnify
the other against all actual losses, damages and expenses caused by (i) any
material breach of this Agreement by them or any material misrepresentation
contained herein, or (ii) any misstatement of a material fact or omission to
state a material fact required to be stated herein or necessary to make the
statements herein not misleading.
6.04 Indemnification
Non-Exclusive. The foregoing indemnification provision is in
addition to, and not derogation of any statutory, equitable or common law remedy
any party may have for breach of representation, warranty, covenant or
agreement.
ARTICLE
VII
MISCELLANEOUS
7.01 Captions and
Headings. The article and paragraph headings throughout this
Agreement are for convenience and reference only, and shall in no way be deemed
to define, limit, or add to the meaning of any provision of this
Agreement.
7.02 No Oral
Change. This Agreement and any provision hereof, may not be
waived, changed, modified, or discharged, orally, but only by an agreement in
writing signed by both Parties.
7.03 Non
Waiver. Except as otherwise expressly provided herein, no
waiver of any covenant, condition, or provision of this Agreement shall be
deemed to have been made unless expressly in writing and signed by the party
against whom such waiver is charged; and (i) the failure of any Party to insist
in any one or more cases upon the performance of any of the provisions,
covenants, or conditions of this Agreement or to exercise any option herein
contained shall not be construed as a waiver or relinquishment for the future of
any such provisions, covenants, or conditions, (ii) the acceptance of
performance of anything required by this Agreement to be performed with
knowledge of the breach or failure of a covenant, condition, or provision hereof
shall not be deemed a waiver of such breach or failure, and (iii) no waiver by
any Party of one breach by another Party shall be construed as a waiver with
respect to any other or subsequent breach.
7.04 Time of
Essence. Time is of the essence of this Agreement and of each
and every provision hereof.
7.05 Entire
Agreement. This Agreement, including any and all attachments
hereto, if any, and the Escrow Agreement contain the entire agreement and
understanding between the Parties, and supersede all prior agreements and
understandings.
7.06 Significant
Changes The Seller understands that significant changes
may be made in the capitalization and/or stock ownership of I-Web, which changes
could involve a forward or reverse stock split and/or the issuance of additional
shares, thus possibly having a dramatic negative effect on the percentage of
ownership and/or number of shares owned by present shareholders of
I-Web.
11
7.07 Counterparts. This
Agreement may be executed simultaneously in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Facsimile signatures will be acceptable
to all parties.
7.08 Notices. All
notices, requests, demands, and other communications under this Agreement shall
be in writing and shall be deemed to have been duly given on the date of service
if served personally on the party to whom notice is to be given, or on the
second day if faxed or sent by overnight mail, and properly addressed or faxed
as follows:
|
If
to the Seller:
|
|
|
Kenneth
S. Barton
|
|
|
|
|
|
|
|
|
|
|
|
Phone:
|
|
|
Fax:
|
|
|
E-mail:
|
|
|
If
to the Company:
|
|
|
I-Web
Media, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
Attn.
|
Kenneth S. Barton
|
|
Phone:
|
|
|
Fax:
|
|
|
E-mail:
|
|
If to the
Purchaser:
Rockland
Group, LLC
706
Hillcrest Dr.
Richmond,
TX 77469
Attn. Harry
Pond
Phone:
Fax:
Email:
rockhpond@gmail.com
7.09 Binding
Effect. This Agreement shall inure to and be
binding upon the heirs, executors, personal representatives, successors and
assigns of each of the parties to this Agreement.
12
7.10 Effect of
Closing. All representations, warranties, covenants, and
agreements of the parties contained in this Agreement, or in any instrument,
certificate, opinion, or other writing provided for in it, shall be true and
correct as of the Closing and shall survive the Closing of this
Agreement.
7.11 Mutual
Cooperation. The parties hereto shall cooperate
with each other to achieve the purpose of this Agreement, and shall execute such
other and further documents and take such other and further actions as may be
necessary or convenient to effect the transaction described herein.
7.12 Expenses. Except
as otherwise specifically provided for herein, whether or not the transactions
contemplated hereby are consummated, each of the Parties hereto shall bear the
cost of all fees and expenses relating to or arising from its compliance with
the various provisions of this Agreement and such Party’s covenants to be
performed hereunder, and except as otherwise specifically provided for herein,
each of the Parties hereto agrees to pay all of its own expenses (including,
without limitation, attorneys and accountants’ fees and printing expenses)
incurred in connection with this Agreement, the transactions contemplated
hereby, the negotiations leading to the same and the preparations made for
carrying the same into effect, and all such fees and expenses of the Parties
hereto shall be paid prior to Closing.
7.13 Finders’ and Related
Fees. Each of the Parties hereto is responsible for, and shall
indemnify the other against, any claim by any third party to a fee, commission,
bonus or other remuneration arising by reason of any services alleged to have
been rendered to or at the instance of said Party to this Agreement with respect
to this Agreement or to any of the transactions contemplated
hereby.
7.14 Governing
Law. This Agreement has been negotiated and executed in the
State of Texas and shall be construed and enforced in accordance with the laws
of such state.
7.15 Forum. Each
of the Parties hereto agrees that any action or suit which may be brought by any
Party hereto against any other Party hereto in connection with this Agreement or
the transactions contemplated hereby may be brought only in a federal or state
court in Dallas County, Texas.
13
IN
WITNESS WHEREOF, this Agreement has been duly executed by the Parties as of the
date first above written.
|
“Seller”
|
“Purchaser”
|
|
|
Kenneth
S. Barton
|
Rockland
Group, LLC
|
|
|
an
individual
|
a
Texas limited liability company
|
|
|
/s/ Kenneth S. Barton
|
/s/ Harry Pond
|
|
|
By: Kenneth
S. Barton
|
By: Harry
Pond
|
|
|
Its: Manager
|
||
|
“Company”
|
||
|
I-Web
Media, Inc.,
|
||
|
a
Delaware corporation
|
||
|
/s/ Kenneth S.
Barton
|
||
|
By: Kenneth
S. Barton
|
||
|
Its: Chief
Executive Officer
|
14
Exhibit
A
Escrow
Agreement
15
Exhibit
B
Masters
Legal Opinion
16
Exhibit
C
Material
Contracts
17