AGREEMENT AND PLAN OF REORGANIZATION
FOR THE ACQUISITION OF ALL OF THE OUTSTANDING SHARES OF
COMMON STOCK OF GLOBAL INVESTORS GUIDE
BY UBRANDIT.COM
TABLE OF CONTENTS
PAGE
RECITALS ..................................................................................................1
ARTICLE I - THE REORGANIZATION ............................................................................2
ARTICLE II - EXCHANGE OF SHARES ...........................................................................3
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF GIG .......................................................4
ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF UBRANDIT ...................................................9
ARTICLE V - REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS ...............................................12
ARTICLE VI - MISCELLANEOUS ...............................................................................13
EXHIBITS:
List of GIG Shareholders ............................................................................"A"
Liabilities of GIG .................................................................................."B"
Schedule of Tangible Property of GIG ................................................................"C'
Accounts Receivable of GIG .........................................................................."D"
Contracts and Commitments of GIG ...................................................................."E"
Schedule of Proprietary Information and Intellectual Property of GIG ................................"F"
List of GIG Bank Accounts and Signatories Therefor .................................................."G"
Financial Statements of UBRANDIT ...................................................................."H"
AGREEMENT AND PLAN OF REORGANIZATION
FOR THE ACQUISITION OF ALL OF THE OUTSTANDING SHARES OF
COMMON STOCK OF GLOBAL INVESTORS GUIDE
BY UBRANDIT.COM
THIS AGREEMENT AND PLAN OF REORGANIZATION, dated this 11' day of
March, 1999, by and among the common shareholders of GLOBAL INVESTORS GUIDE,
whose names are listed in Exhibit "A," a copy of which is attached hereto and
incorporated herein by this reference (the "Shareholders"), GLOBAL INVESTORS
GUIDE ("GIG"), a California corporation, and UBRANDIT.COM ("UBRANDIT"), a
Nevada corporation.
RECITALS:
A. WHEREAS, the Shareholders together own, beneficially and of record,
the issued and outstanding shares of the common stock of GIG (hereinafter the
shares of common stock are referred to as the "Exchanged Shares") as set forth
in the schedule attached hereto and incorporated herein by this reference as
Exhibit "A;" and
B. WHEREAS, UBRANDIT desires to purchase from each of the Shareholders
all of the outstanding Exchanged Shares owned by them solely in exchange for an
aggregate of 1,826,000 shares (the "UBRANDIT Shares") of the common stock of
UBRANDIT, par value $.001, and each of the Shareholders desires to exchange
their Exchanged Shares for the UBRANDIT Shares, the number of the Exchanged
Shares being surrendered and the number of UBRANDIT Shares being received by
each of the Shareholders is as set forth in Exhibit "A" hereto; and
C. WHEREAS, the parties hereto desire to set forth the definitive
terms and conditions upon which each of the Shareholders shall sell to
UBRANDIT, and UBRANDIT shall purchase from each of the Shareholders, all of the
Stock of GIG owned by each of them; and
D. WHEREAS, it is intended that GIG, UBRANDIT, and their respective
shareholders will recognize no gain or loss for U.S. federal income tax
purposes under Section 368 (a)(1)(B) of the Internal Revenue Code of 1986, as
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amended (the "Code"), and the regulations promulgated thereunder as a result of
the Reorganization; and
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual representations, warranties, covenants and agreements contained herein,
and in accordance with the applicable provisions of state law, the parties
hereto covenant and agree as follows:
ARTICLE I
THE REORGANIZATION
1.1 The Reorganization. On and as of the Closing (as defined in
Section 1.2 below) of this Agreement, the Shareholders shall surrender all of
their Exchanged Shares in exchange for the UBRANDIT Shares in the amounts set
forth opposite the respective names of the Shareholders in Exhibit "A." The
transactions contemplated hereby are intended to qualify as a tax-free
reorganization under ss.368(a)(1)(B) of the Code and the regulations
promulgated thereunder and the parties hereto agree to report them as such.
1.2 Closing. The closing of the Reorganization (the "Closing") shall
take place (i) at the offices of GIG, at 1130 Camino Del Mar, Suite J, Del Mar,
CA 92014 at 10:00 a.m., local time, on March 11, 1999; or (ii) at such other
time and place and on such other date as the Shareholders, GIG, and UBRANDIT
agree (the "Closing Date"). The Closing Date shall be the effective date of the
Reorganization.
1.3 Taking of Necessary Actions. The Shareholders, GIG, and UBRANDIT
shall each take all such actions as may be reasonably necessary or appropriate
in order to effectuate the transactions contemplated hereby and to make the
Reorganization effective as of the Effective Date. If at any time after the
Effective Date any further action is necessary or desirable to carry out the
purposes of this Agreement and to vest UBRANDIT with full title to all of the
Exchanged Shares, the Shareholders, and the officers and directors of GIG and
UBRANDIT, at the expense of UBRANDIT, shall take all such necessary or
appropriate action. To effect the intents and purposes of this Agreement, the
following actions shall be taken at the Closing, shall be deemed to occur
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simultaneously, and the accomplishment of which actions by the parties whose
duty it is to perform such actions is duly acknowledged by the execution of this
Agreement by the parties hereto:
1.3.1 Negotiation of Employment Agreements. As soon as
practicable after the Closing, but in no event longer than 60 days after the
Closing Date, UBRANDIT agrees to negotiate in good faith with respect to
entering into employment agreements, to be approved by the Board of Directors
of UBRANDIT, by and between UBRANDIT, as employer, and Mike Fagan, J. Eric
Arterburn, Mark Cullivan, and Will Childers as employees, all of whom are
currently employed by GIG.
1.3.2 Delivery of Exchanged Shares to UBRANDIT; Delivery of
the UBRANDIT Shares to the Shareholders. In consideration of the tender by the
Shareholders of their Exchanged Shares, copies of which are attached hereto as
Exhibit "C," UBRANDIT shall deliver irrevocable orders to UBRANDIT's transfer
agent, Pacific Stock Transfer Company, ("PSTC") to issue the UBRANDIT Shares to
the Shareholder Representative, on behalf of the Shareholders, in such amounts
as set forth in Exhibit "A."
ARTICLE II
EXCHANGE OF SHARES
2.1 Exchange of Shares. Subject to the terms and conditions of this
Agreement, on the Closing Date, by virtue of the Reorganization and without any
further action on the part of the Shareholders, GIG, or UBRANDIT, all of the
Exchanged Shares shall be exchanged for the UBRANDIT Shares in the amounts to
the Shareholders as set forth in Exhibit "'A." Each share of the UBRANDIT
Shares shall be validly issued, duly authorized, fully paid, and nonassessable
shares of the Common Stock of UBRANDIT as of the Closing Date.
2.2 Exchange of Certificates. At the Closing, UBRANDIT shall present
and deliver to the Shareholders an irrevocable direction to PSTC to issue
stock certificates representing the UBRANDIT Common Shares to be issued GIG
shareholders pursuant to the Schedule set forth in Exhibit"A". Upon delivery
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thereof, the Shareholders shall present and deliver to UBRANDIT all of the
certificates representing the Exchanged Shares.
2.3 No Further Rights. From and after the Closing Date, holders of
certificates formerly evidencing the Exchanged Shares shall cease to have any
rights as shareholders of GIG, except as provided herein or by law.
2.4 Conditions Precedent to Closing.
2.4.1 The Closing shall be contingent upon the agreement of
Shareholders holding a minimum of 80% of the outstanding Exchange Shares. At
such time as Shareholders holding a minimum of 80% of the Exchanged Shares have
entered into this Agreement, the parties shall proceed with the Closing.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OFGIG
GIG represents and warrants to, and covenants with, UBRANDIT, as of
the date hereof and as of the Closing Date, as follows:
3.1 Organization and Corporate Power. GIG is a corporation duly
organized, in good standing, and validly existing under the laws of California.
GIG has all requisite corporate power and authority to conduct its business as
now being conducted and to own and lease the properties which it now owns and
leases. The charter documents of GIG as amended to date, the Bylaws of GIG as
amended to date, which have previously been provided to UBRANDIT by GIG, are
true and complete copies thereof as currently in effect.
3.2 Authorization. GIG has full corporate power, legal capacity, and
authority to enter into this Agreement, to execute all attendant documents and
instruments contemplated hereby, and to perform all of its obligations
hereunder. This Agreement, and each and every other agreement, document and
instrument to be executed by GIG in connection herewith, has been effectively
authorized by all necessary action on the part of GIG, including without
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limitation the approvals of GIG's Board of Directors, which authorizations
remain in full force and effect, have been duly executed and delivered by GIG.
No other authorizations or proceedings on the part of GIG or the Shareholders,
or otherwise, are required to authorize this Agreement and/or the transactions
contemplated hereby. This Agreement constitutes the legal, valid and binding
obligation of GIG and each of the Shareholders and is enforceable against each
of them in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, priority or other laws or court
decisions relating to or affecting generally the enforcement of creditors'
rights or affecting generally the availability of equitable remedies.
3.3 No Conflicts; No Consents. Neither the execution and delivery of
this Agreement, nor the consummation by GIG or the Shareholders of any of the
transactions contemplated hereby, or compliance with any of the provisions
hereof, will (i) conflict with or result in a material breach of, violation of,
or default under, any of the terms, conditions or provisions of any material
note, bond, mortgage, indenture, license, lease, credit agreement or other
agreement, document, instrument, permit, authorization, or obligation
(including, without limitation, any of its charter documents) to which GIG is a
party or by which it or any of its assets or properties may be bound, or (ii)
violate any judgment, order, injunction, decree, statute, rule or regulation
applicable to GIG or its assets or properties, the violation of which would
have a material adverse effect upon the business, properties, or assets, or in
the condition (financial or otherwise) of GIG. No authorization, consent or
approval of any public body or authority was or is necessary for the
consummation by GIG or the Shareholders of the transactions contemplated by
this Agreement.
3.4 Capitalization. The authorized capital stock of GIG consists of
10,000 shares of common stock, no par value. As of the date hereof, there are
1,000 shares of common stock issued and outstanding. There are no outstanding
contracts or other rights to subscribe for or purchase, or contracts or
obligations to issue or grant any rights to acquire any equity security of
GIG. GIG does not have any contracts or obligations to redeem, repurchase, or
otherwise reacquire any equity security of GIG. All of the Exchanged Shares
are duly authorized, validly issued and outstanding, fully paid, and
nonassessable and have been issued in conformity with all applicable laws.
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3.5 No Pending Material Litigation or Proceedings. There are no
actions, suits or proceedings pending or, to the best knowledge of GIG,
threatened against or affecting GIG affecting the Shareholders' rights in the
Exchanged Shares (including actions, suits or proceedings where liabilities may
be adequately covered by insurance) at law or in equity or before or by any
federal, state, municipal or other governmental department, commission, court,
board, bureau, agency or instrumentality, domestic or foreign, or affecting any
of the officers, directors of GIG or the Shareholders in connection with the
business, operations or affairs of either of them, which might reasonably be
expected to result in any material adverse change in the business, properties
or assets, or in the condition (financial or otherwise) of GIG, or which
question or challenge the Reorganization. GIG is not subject to any voluntary
or involuntary proceeding under federal bankruptcy laws and has not made an
assignment for the benefit of creditors.
3.6 Liabilities. Attached hereto as Exhibit "B" is a schedule of the
material liabilities of GIG, other than then the Contracts and Commitments that
GIG is party to set forth in Paragraph 3.16 of this Agreement, and the
Creditors willing to discharge GIG debt for shares of UBRANDIT Common Stock.
The parties to this Agreement have agreed to pay certain of the creditors of
GIG with common shares of UBRANDIT. Said creditors have agreed to discharge
$.50 of GIG debt in exchange for one share of UBRANDIT restricted Common Stock.
Exhibit "B" fairly and accurately reflects the material liabilities of GIG.
3.7 Applicable Permits.GIG holds all licenses, franchises, permits,
and authorizations necessary for the lawful conduct of its business as
presently conducted and which the failure to so hold would have a material
adverse effect upon the business, properties, or assets, or the condition
(financial or otherwise) of GIG.
3.8 Disclosure. Neither GIG nor, to its knowledge, any of the
Shareholders has any knowledge of any fact which has not been disclosed in
writing to UBRANDIT which may reasonably be expected to materially and
adversely affect the business, properties, or assets, or the condition
(financial or otherwise) of GIG or title of the Shareholders to the Exchanged
Shares or their ability to perform all of the obligations to be performed by
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them under this Agreement and/or any other agreement between GIG, the
Shareholders, and UBRANDIT to be entered into pursuant to any provision of this
Agreement.
3.9 Ownership of GIG. GIG issued each Shareholder that number 'Of
Shares set forth opposite the Shareholder's respective name on Exhibit "A,"
which shares together constitute all of the issued and outstanding shares of
the capital Stock, common and preferred, of GIG. The Shares are duly
authorized, validly issued and outstanding, fully paid and nonassessable and
were issued by GIG in conformity with all applicable laws.
3.10 Subsidiaries. GIG has no subsidiaries and no investments,
directly or indirectly, or other financial interest in any other corporation or
business organization, joint venture or partnership of any kind.
3.11 Real Property. GIG has no real property owned by it or under
long term lease to or subleased by it.
3.12 Tangible Personal Property. GIG owns the tangible personal
property set forth in Exhibit "C "
3.13 Tax Matters. GIG has, since its inception, duly filed all
material federal, state, municipal, local, and other tax returns. Copies of all
such tax returns have been made available for inspection by UBRANDIT prior to
the execution hereof. All federal, state, municipal, local, and other taxes
shown to be due on such returns have been paid or will be paid prior to the
time they become delinquent.
3.14 Accounts Receivable. GIG has the accounts receivable set forth
in Exhibit "D".
3.15 Inventory. GIG has no inventories of raw materials,
work-in-process, or finished goods.
3.16 Contracts and Commitments. GIG has no contract, agreement,
obligation or commitment, written or oral, expressed or implied, which involves
a commitment or liability of GIG in excess of $5,000, (except obligations set
forth in Exhibit "E") and no union contracts, employee or consulting contracts,
financing
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agreements, debtor or creditor arrangements, licenses, franchise,
manufacturing, distributorship or dealership agreements, leases, or bonus,
health or stock option plans. As of the date hereof, to the best of their
knowledge, there exist no circumstances which would affect the validity or
enforceability of any of such contracts and other agreements in accordance with
their respective terms. GIG has performed and complied in all material respects
with all obligations required to be performed by it to date under, and is not
in default (without giving effect to any required notice or grace period)
under, or in breach of, the terms, conditions or provisions of any of such
contracts and other agreements. The validity and enforceability of any contract
or other agreement described herein has not been and shall not be materially
and adversely affected by the execution and delivery of this Agreement without
any further action.
3.17 Proprietary Information and the intellectual property. The
Intellectual property, work product, computer code, and proprietary systems and
procedures owned and/or developed by GIG are set forth in Exhibit "F".
3.18 Insurance. GIG maintains no insurance policies.
3.19 Arrangements with Employees; Labor Relations. There are no
bonus, pension, profit sharing, commission, deferred compensation or other
plans or arrangements in effect as of the date of this Agreement. GIG has no
obligations under any collective bargaining agreement or other contract, under
any employment contract or consulting agreement, or under any executive's
compensation plan, agreement or arrangement.
3.20 Bank Accounts. All bank and savings accounts, and other accounts
at similar financial institutions, of GIG existing at date of Closing are
listed on Exhibit "G." Exhibit "G" contains a list of the name of each person
or entity authorized to sign on the bank accounts, borrow money, or incur or
guarantee indebtedness on behalf of GIG.
3.21 Powers of Attorney. No valid powers of attorney from GIG to any
person or entity exist as of the date of this Agreement.
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3.22 Relationships with Customers and Suppliers. No present
substantial customer or substantial supplier to GIG has indicated an intention
to terminate or materially and adversely alter its existing business
relationship therewith, and, to the best knowledge of GIG, none of the present
customers of or substantial suppliers to GIG intends to do so.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF UBRANDIT
UBRANDIT hereby represents and warrants to, and covenants with, each
of the Shareholders and GIG as follows:
4.1 Organization and Corporate Power. UBRANDIT is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada. UBRANDIT has all requisite corporate power and authority to conduct its
business as now being conducted and to own and lease the properties which it
now owns and leases. The Articles of Incorporation as amended to date,
certified by the Secretary of State of Nevada, the Bylaws of UBRANDIT as
amended to date, and the resolutions of UBRANDIT's directors authorizing the
execution, delivery, and performance of this Agreement, all certified by the
President and the Secretary of UBRANDIT, which have previously been provided to
GIG by UBRANDIT, are true and complete copies thereof as currently in effect.
4.2 Authorization. UBRANDIT has full corporate power, legal capacity
and corporate authority to enter into this Agreement, to execute all attendant
documents and instruments contemplated hereby, to enter into this
Reorganization, and to perform all of its obligations hereunder. This
Agreement, and each and every other agreement, document and instrument to be
executed by UBRANDIT in connection herewith, has been effectively authorized by
all necessary action on the part of UBRANDIT, including without limitation the
approvals of UBRANDIT's Board of Directors which authorizations remain in full
force and effect, have been duly executed and delivered by UBRANDIT, and no
other authorizations or proceedings on the part of UBRANDIT, or otherwise, are
required to authorize this Agreement and/or the transactions contemplated
9
hereby. This Agreement constitutes the legal, valid, and binding obligation of
UBRANDIT and is enforceable against UBRANDIT in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, reorganization,
priority or other laws or court decisions relating to or affecting generally
the enforcement of creditors' rights or affecting generally the availability of
equitable remedies.
4.3. No Conflicts; No Consents. Neither the execution and delivery of
this Agreement, nor the consummation by UBRANDIT of any of the transactions
contemplated hereby, or compliance with any of the provisions hereof, will (i)
conflict with or result in a material breach of, violation of, or default
under, any of the terms, conditions or provisions of any material note, bond,
mortgage, indenture, license, lease, credit agreement or other agreement,
document, instrument or obligation (including, without limitation, any of its
charter documents) to which UBRAND1T is a party or by which it or any of its
assets or properties may be bound, or (ii) violate any judgment, order,
injunction, decree, statute, rule or regulation applicable to UBRANDIT or its
assets or properties, the violation of which would have a material adverse
effect upon the business, properties, or assets, or in the condition (financial
or otherwise) of UBRANDIT. No authorization, consent or approval of any public
body or authority was or is necessary for the consummation by UBRANDIT of the
transactions contemplated by this Agreement.
4.4 Capitalization. The authorized capital stock of UBRANDIT consists
of 25,000,000 shares of common stock, par value one hundredth of $.001. As of
the date hereof, there are 6,930,000 shares of common stock issued and
outstanding. All of the shares of common stock issued and outstanding are
validly issued, fully paid, and nonassessable. Additionally non-statutory stock
options to purchase 995,000 have been granted to key employees and directors
for an exercise price of $.50 to $1.00 per share pursuant to the vesting
schedules of the respective agreements. Except for said options there are no
outstanding options, warrants, contracts or other rights to subscribe for or
purchase, or contracts or obligations to issue or grant any rights to acquire
any equity security of UBRANDIT. All of the UBRANDIT Shares, when issued to the
Shareholders, will be duly authorized, validly issued and outstanding, fully
paid and nonassessable and were issued in conformity with all applicable laws.
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4.5 Financial Statements of UBRANDIT; Absence of Undisclosed
Liabilities; No Adverse Changes. Attached hereto as Exhibit "H" are the audited
financial statements of UBRANDIT dated December 31, 1998. Such financial
statements (and the notes related thereto) are herein sometimes collectively
referred to as the "UBRANDIT Financial Statements." The UBRANDIT Financial
Statements are derived from the books and records of UBRANDIT, which books and
records have been consistently maintained in a manner which reflects, and such
books and records do fairly and accurately reflect, the assets and liabilities
of UBRANDIT and fairly and accurately present the financial condition of
UBRANDIT on the date of such statements and the results of its operations for
the periods indicated, except as may be disclosed in the notes thereto.
4.6 Tax Matters. UBRANDIT has, since its inception, accurately
prepared and duly filed all federal, state, county and local tax returns
required to have been filed by it in those jurisdictions where the nature or
conduct of its business requires such filing and where the failure to so file
would be materially adverse to UBRANDIT.
4.7 No Pending Material Litigation or Proceedings. There are no
actions, suits or proceedings pending or, to the best knowledge of UBRANDIT,
threatened against or affecting UBRANDIT (including actions, suits or
proceedings where liabilities may be adequately covered by insurance) at law or
in equity or before or by any federal, state, municipal or other governmental
department, commission, court, board, bureau, agency or instrumentality,
domestic or foreign, or affecting any of the shareholders, officers or
directors of UBRANDIT in connection with the business, operations or affairs of
UBRANDIT, which might result in any material adverse change in the business,
properties or assets, or in the condition (financial or otherwise) of UBRANDIT,
or which question or challenge the Reorganization. UBRANDIT is not subject to
any voluntary or involuntary proceeding under applicable bankruptcy laws and
has not made an assignment for the benefit of creditors.
4.8 Permits and Authorizations. UBRANDIT (i) holds all licenses,
franchises, permits and authorizations necessary for the lawful conduct of its
business as presently conducted and which the failure to so hold would have a
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material adverse effect upon the business, properties, or assets, or the
condition (financial or otherwise) of UBRANDIT.
4.9 Disclosure. UBRANDIT has no knowledge of any fact which has not
been disclosed in writing to GIG or the Shareholders which may reasonably be
expected to materially and adversely affect the business, properties,
operations, and/or prospects of UBRANDIT or the ability of UBRANDIT to perform
all of the obligations to be performed by UBRANDIT under this Agreement and/or
any other agreement between GIG and UBRANDIT to be entered into pursuant to any
provision of this Agreement.
4.10 Subsidiaries. UBRANDIT has no subsidiaries and no investments,
directly or indirectly, or other financial interest in any other corporation or
business organization, joint venture or partnership of any kind whatsoever
except as reflected in the UBRANDIT Financial Statements.
4.11 Offering. Subject to the accuracy of the Shareholders
representations in Section 5.4 hereof, the offer, sale, and issuance of the
UBRANDIT Shares to be issued in conformity with the terms of this Agreement and
the transactions contemplated hereby, constitute transactions exempt from the
registration requirements of Section 5 of the Securities Act of 1933, as
amended, and from all applicable state registration or qualification
requirements.
4.12 Reporting Requirements. UBRANDIT has complied with and will
maintain its compliance with all of the reporting requirements under the Act
and the Securities Exchange Act of 1934, as amended, through the Closing Date.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
OF THE SHAREHOLDERS
Each of the Shareholders, severally and not jointly, represent and
warrant to and covenant with UBRANDIT, as of the date hereof, as follows:
5.1 Authority. The Shareholder has full rights, power, and authority
to enter into this Agreement; the execution, delivery, and performance of this
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Agreement by the Shareholder and the consummation by the Shareholder of the
transactions contemplated hereby will not conflict with or result in a breach
of any agreement to which the Shareholder is a party.
5.2 Title. The Shareholder has valid and marketable title to the
number of Shares set forth opposite such Shareholder's name on Exhibit "A,"
free and clear of any pledge, lien, security interest, or encumbrance other
than pursuant to this Agreement. As of the Closing Date there is no lien,
charge, mortgage, pledge, conditional sale agreement, or other encumbrance of
any kind or nature recorded in the book of registry of shareholders of GIG with
respect to any of the Exchanged Shares owned by the Shareholder and the
Exchanged Shares set forth in Exhibit "A" are duly registered in the name of
the Shareholders as set forth in Exhibit "A."
5.3 Restricted Stock. The Shareholder acknowledges that the Exchanged
Shares being issued to the Shareholders hereunder will be issued by UBRANDIT
without registration or qualification or other filings being made under the
Act, or the securities or "blue sky" laws of any state, in reliance upon
specific exemptions therefrom, and in furtherance thereof the Shareholder
represents that he is acquiring and will hold the shares to be delivered
hereunder for his own account, for investment only, and not for distribution
within the meaning of the U.S. federal securities laws. The Shareholder
acknowledges that a legend, substantially in the following form, shall be
placed upon the face of each certificate representing any of UBRANDIT Shares
being delivered to the Shareholders hereunder:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
EXEMPTION THEREFROM UNDER SAID ACT.
ARTICLE VI
MISCELLANEOUS
6.1 Taxes and Expenses.
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6.1.1 Except as otherwise expressly provided in 6.1.2 immediately
below, GIG and UBRANDIT shall pay all of their own respective taxes, attorneys'
fees and other costs and expenses payable in connection with or as a result of
the transactions contemplated hereby and the performance and compliance with
all agreements and conditions contained in this Agreement respectively to be
performed or observed by each of them. The parties represent and warrant that
no brokerage, finders' or other similar fees are being paid by any of the
parties in connection with this Agreement.
6.1.2 The Shareholders shall pay all income taxes, if any, which
become due on account of the sale and transfer of the Exchanged Shares to
UBRANDIT.
6.1.3 The representations and warranties of GIG, the Shareholders,
and UBRANDIT contained herein and in any other document or instrument delivered
by or on behalf of GIG and/or the Shareholders or on behalf of UBRANDIT
pursuant hereto shall survive the Closing.
6.2 Payment of Certain Debts of GIG. All parties to this Agreement
have agreed to the payment by separate agreements of certain debts of GIG with
common shares of UBRANDIT. Certain creditors have agreed to discharge GIG debt
at an exchange formula of $.50 of GIG debt for one share of UBRANDIT restricted
Common Stock. Exhibit "B" sets forth the Creditors of GIG willing to accept
shares in UBRANDIT.
6.3 Other Documents. Each of the parties hereto shall execute and
deliver such other and further documents and instruments, and take such other
and further actions, as may be reasonably requested of them for the
implementation and consummation of this Agreement and the transactions herein
contemplated.
6.4 Parties in Interest. This Agreement shall be binding upon and
inure to the benefit of the parties hereto, the heirs, personal
representatives, successors and assigns of UBRANDIT, the Shareholders, and GIG,
but shall not confer, expressly or by implication, any rights or remedies upon
any other party.
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6.5 Governing Law. This Agreement is made and shall be governed in
all respects, including validity, interpretation and effect, by the laws of the
State of Nevada.
6.6 Notices. Any notice or the delivery of any item to be delivered
by a party hereto shall be delivered personally, by U.S. mail, return receipt
requested, or by Federal Express, next-day delivery. Any personal delivery made
shall be deemed to have been made upon the execution of a receipt for the item
to be delivered by the party to whom delivery is made. Delivery by U.S. mail or
Federal Express shall be deemed to have been made when delivered by Federal
Express to the party to whom addressed. All such deliveries shall be made to
the following addresses, or such other addresses as the parties may have
instructed the others in accordance with the provisions of this Paragraph:
(a) If to UBRANDIT: UBRANDIT.COM
3651 Lindell Road
Suite A, Las Vegas
Nevada, 89103
(b) If to GIG
or the Shareholders: GLOBAL INVESTORS GUIDE
1130 Camino Del Mar,
Suite J, Del Mar,
California, 92014
Any party hereto may change its address by written notice to the other party
given in accordance with this Section 6.5.
6.7 Entire Agreement. This Agreement and the exhibits attached hereto
contains the entire agreement between the parties and supersede all prior
agreements, understandings and writings between the parties with respect to the
subject matter hereof and thereof. Each party hereto acknowledges that no
representations, inducements, promises or agreements, oral or otherwise, have
been made by any party, or anyone acting with authority on behalf of any party,
which are not embodied herein or in an exhibit hereto, and that no other
agreement, statement or promise may be relied upon or shall be valid or
binding. Neither this Agreement nor any term hereof may be changed, waived,
15
discharged or terminated orally. This Agreement may be amended or any term
hereof may be changed, waived, discharged or terminated by an agreement in
writing signed by UBRANDIT, GIG, and the Shareholders.
6.8 Severability. If any provision of this Agreement is determined
to be invalid, illegal or unenforceable by any court, department, offficial,
political subdivision, agency or other instrumentality of any government,
whether state, local or federal, the remaining provisions of this Agreement to
the extent permitted by aw, the parties hereto waive any provision of law that
renders any provision hereof invalid or unenforceable in any respect.
6.9 Headings. The captions and headings used herein are for
convenience only and shall not be construed as a part of this Agreement.
6.10 Attorney's Fees. In the event of any litigation between the
parties, the non-prevailing part shall pay the reasonable expenses, including
the attorney's fees, of the prevailing party in connection therewith.
6.11 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original but all of which taken together shall
constitute but one and the same document.
6.12 Rule 144 Opinions. The parties agree that after the Closing
UBRANDIT shall reasonably cooperate with respect to requests for opinions of
counsel or authorization of officers of UBRANDIT to facilitate the sale of
unrestricted shares of common stock of UBRANDIT being made in reliance on the
terms and conditions of Rule 144 under the Securities Act of 1933 sales.
6.13 Gender. Whenever the content of this Agreement requires, the
masculine gender shall include the feminine or neuter, and the singular number
shall include the plural.
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement as of the day and year first above written.
16
Exhibit "A"
List of GIG Shareholders
Shareholder Number of GIG Shares Number of UBRANDIT Shares
to Receive
- --------------------------------------------------------------------------------
Jeff Phillips 880 1,606,880
Mike Fagan 30 54,780
J. Eric Arterburn 30 54,780
Mark Cullivan 30 54,780
Will Childers 30 54,780
Exhibit "B"'
Liabilities of GIG
Creditor: Bloomington Corporate Services
Debt: $150,000
Creditor: Market Publishing
Debt: $100,000
Exhibit "C"
Schedule of Tangible Personal Property
Computers
Processor RAM (MBs) Hard Drive (GIG's) 0/s Monitor
- ----------------------------------------------------------------------------------------------------------------------
Workstations
P11300 MMX 64 4 Win98 4.10.1998 CyberVision C112 21"
PPro 180 128 3.7 Win95 4.00.950B CyberVision DS95 21"
P120 32 1.5 Win98 4.10.1998 Shamrock 17"
P233 MMX 32 1.5 Win98 4.10.1998 Shamrock 17"
P233 MMX 32 1.5 Win98 4.10.1999 Micron 17"
P166 32 2 Win95 4.00.950C NEC XV-17 17"
P133 48 1.5 Win98 4.00.1998 Impressions 7 Plus 17"
File Servers
P200 MMX 64 3.7, 1.2 WinNT 4.00.1381 SP3 Shamrock 15"
P90 32 4.5 WinNT 4.00.1381 SP3
Web Servers
P11300 MMX 128 8 VVinNT 4.00.1381 SP3
P166 64 6 WinNT 4.00.1381 SP3
P11300 MMX 256 8 WinNT 4.00.1381 SP3
P11350 MMX 128 10 WinNT 4.00.1281 SP3
P11350 MMX 256 10.0, 10.0 WinNT 4.00.1381 SP4
Printers
HP Office Jet 570
Rena DA590
Epson Stylus Color 800
HP Laster Jet 4+
HP Laser Jet 5
HP Laser Jet 5
Other Miscellaneous Office Equipment
Toshiba 2060 Copier
MBM 3802 Shredder
ASCOM Hasler System 220 Postage Meter
Sharp UX-1100 Fax Machine
HP Fax-700
HP Fax-750
HP Scan Jet 4C
Zip Drive
HP SureStore T4
Nitsuko NX7NA-824 Phone System
Exhibit "'D"
Global Investors Guide, Inc. has no accounts receivable
Exhibit "E"
Contracts and Commitments of GIG
1. Agreement with S&P Comstock Financial to provide GIG with financial data for
a fee of $3,500 pre month 3month left on contract automatic renewal 2.
Agreement with Tal Software license payment of $1,000 per month.
Agreement expires in July.
3. Agreement with Muze, Inc. $3500 per month beginning March 15, 1999 one year
term.
Exhibit "F"
Proprietary Information and Intellectual Property
1) Web sites (active and inactive)
a. gigweb.com
b. newsletterz.com
c. ubrandit.com
d. junglejeff.com
e. bmvs.com
f. bookmusicvideostore.com
g. irpackage.com
All HTML files, .GIF and .JPG images, and any CGI/PERL/ASP scripts or other
executable code modules necessary to implement the functionality of the sites.
Along with servers housing these web sites and files.
Exhibit "G"
List of GIG Bank Accounts and Signatures
Account Name Account # Signers
------------ --------- -------
Financial Newsletters 23514-07583 Mark Cullivan
Jeff Phillips
The Book, Music, Video Store 23518-07581 Mark Cullivan
Jeff Phillips
Global Investors Guide Checking 23517-06624 Mike Fagan
Jeff Phillips
Exhibit "H"
Financial Statements of UBRANDIT
MOUNT MERLOT ESTATES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1998
TABLE OF CONTENTS
Page Number
-----------
ACCOUNTANT'S REPORT........................................................1
FINANCIAL STATEMENT:
Balance Sheet......................................................2
Statement of Operations and Deficit
Accumulated During the Development Stage...........................3
Statement of Changes in Stockholders' Equity.......................4
Statement of Cash Flows............................................5
Notes to the Financial Statements..................................6
DAVID E. COFFEY 3651 Lindell Rd. - Suite H Las Vegas. NV
89103
CERTIFIED PUBLIC ACCOUNTANT (702) 871-3979
To the Board of Directors and Stockholders
of Mount Merlot Estates, Inc.
Las Vegas, Nevada
I have audited the accompanying balance sheet or Mount Merlot
Estates, Inc. (a development stage company) as of December 31, 1998 and the
related statements of operations, cash flow and changes in Stockholders' equity
for the period from December 19, 1997 (date of inception) to December 31. 1998.
These financial statements are the responsibility of Mount. Meriot Estates,
Inc.'s manaqement. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with qenerallyy accepted
auditing Standards. Those standards require that I plan and perform the audit
to obtain reasonable assurance about whether the financial Statements care free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as wel1 as evaluating the overall financial
statement presentation. I believe that my audit of the financial statements
provide a reasonable basis for my opinion.
In my opinion, the accompanying financial statements present
fairly, in all material respects, the lfinancial position of Mount Merlot
Estates, Inc. as of December 31, 1998 and the results of operations, cash flows
arid changes in stockholders' equity for the year then ended in conformity with
generally accepted accounting principles. David Coffey C.P.A. February 3, 1999
/s/David Coffey
---------------
David Coffey C.P.A.
February 3, 1999
-1-
MOUNT MERLOT ESTATES INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1998
ASSETS
Cash $ 44,187
Organizational costs less accumulated
amortization of SAO 320
--------
Total Assets $ 44,507
========
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable $ 400
--------
Total Liabilities 400
Stockholders' Equity
Common stock, authorized 25.000,000 shares
at S.001 par value, issued and outstanding
5,040.000 shares 5,040
Paid-in capital 39,160
Deficit accumulated during
the development stage (93)
--------
Total Stockholders' Equity 44,107
Total Liabilities and Stockholders' Equity $ 44,507
========
The accompanying notes are an inteqral part of
these financial statements.
-2-
MOUNT MERLOT ESTATES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
FOR THE YEAR ENDED December 31. 1998
(With Cumulative Figures From Inception)
Inception
Year ended Dec. 19, 1997
Dec. 31, 1998 To Date
------------- -------------
Sales $ 0 $ 0
Expenses
Amortization 80 80
office expenses 13 13
----- -----
Total expenses 93 93
Net loss 0 $ (93)
===== =====
Deficit accumulated,
beginning of year 0
-----
Deficit accumulated during
the development stage $ (93)
=====
The accompanying notes are an integral part of
these financial statements.
-3-
MOUNT MERLOT ESTATES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM December 19, 1991 (Date of Inception)
To December 31, 1998
Additional
Common Stock Paid-in
Shares Amount Capital Total
---------- ---------- ---------- ----------
Balance,
December 19, 1997 $ -- $ -- $ -- $ --
Issuance of common
stock for cash 40,000 40 360 400
---------- ---------- ---------- ----------
December 31, 1997 40,000 40 360 400
ISSUANCE Of common
stock for cash 5,000,0000 5,000 45,000 50,000
Less offering costs 0 0 (6,200) (6,200)
Less net loss 0 0 0 (93)
---------- ---------- ---------- ----------
Balance,
December 31, 1998 $5,040,000 $ 5,040 $ 39,160 44,107
========== ========== ========== ==========
The accompanying notes are an Integral part of
these financial statements.
-4-
MOUNT MERLOT ESTATES. INC.
(A DEVLOPEMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED December 31, 1998
(with Cumulative Figures From Inception)
Inception
Year ended Dec.19, 1997
Dec. 31, 1998 To Date
-------- --------
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
Net loss $ (.93) $ (.93)
Noncash expenses included in net loss
Amortization 80 80
increase in accounts payable 0 400
-------- --------
NET CASH PROVIDED BY
OPERATING ACTIVITIES (13) 387
CASH FLOWS USED 13Y INVESTING ACTIVITIES
organizational Costs 0 400
-------- --------
NET CASH USED BY
INVESTING ACTIVITIES 0 400
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock 5,000 5,040
Paid-in capital 45,000 45,360
Less offering costs (6,200) (6,200)
-------- --------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 43,800 44,200
-------- --------
NET INCREASE IN CASH 43,787 $ 44,187
-------- --------
CASH AT BEGINNING OF PERIOD 400 400
-------- --------
CASH AT END OF PERIOD $ 44,187 $ 44,187
======== ========
The accompanying notes are an integral part of
these financial statements.
-5-
MOUNT MERLOT ESTATES, INC. (A DEVELOPMENT
STAGE COMPANY) NOTES TO The FINANCIAL
STATEMENTS December 31. 1998
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on December 19, 1997 under the laws of the
State of Nevada. The business purpose of the Company is to engage in the
development. of a Merlot viliculture operation in Santa Ynez County.
California. The Company will adopt accounting policies and procedures
based upon the nature of future transactions.
NOTE B ORGANIZATION COSTS
Organization costs are capitalized and amortized over 60 months
NOTE C STOCK OFFERING
On February 20, 1998, the Company prepared a stock offering for 5,000.000
shares of common stock $.01 per share. pursuant to Regulation 504 of the
Securities Act of 1993, as Amended, the "Act") . The Company sold
5,000,000 shares of common stock at. S.01 and received net proceeds of
$50.000.
NOTE D SUBSEQUENT EVENTS - STOCK OPTION AND INCENTIVE PLAN
On January 4, 1999, the Board of directors adopted the Stock Option and
Incentive Plan". The aggregate number of shares which may he issued as
awards under the plan is 2,500,000 shares. As of February 3, 1999, the
non statutory stock options to purchase 1,275,000 shares have been
granted to key employees and directors for the exercise price of $.50 per
share. The options expire January 25, 2004.
-6-