PURCHASE OPTION
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THIS PURCHASE OPTION ("Agreement") is made and entered into as of this 20
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day of December, 2005,
BY AND BETWEEN MOBILEPRO CORP.,
a Delaware corporation,
hereinafter referred to as
"Mobilepro"
AND UC HUB GROUP, INC.,
a Nevada,
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hereinafter referred to as
"UC HUB"
WITNESSETH:
WHEREAS, Mobilepro intends to investigate making up to a $375,000 loan to
UC HUB (which may at its sole option be converting into such number of shares of
UC HUB to equal 51% of the fully diluted outstanding shares of capital stock of
UC HUB at the time of such conversion; "Shares") ("Loan") and UC HUB is willing
to grant to Mobilepro and option to convert such Loan into the Shares all upon
the terms and subject to the conditions set forth herein ("Option").
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. GRANT OF OPTION. UC HUB hereby grants to Mobilepro, subject to the
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terms and conditions set forth herein, an irrevocable option to convert the Loan
into the Shares.
2. TERM OF OPTION. The option granted hereby shall commence on the date
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of this Agreement and shall terminate on July 31, 2005.
3. LOAN. The Loan shall be in an amount up to $375,000; have a term
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of _______; accrue interest at a rate of ____ per month and be secured by a
first priority security interest in 100% of the assets of UC HUB and its
subsidiaries.
4. MANNER OF EXERCISING OPTION/PAYMENT OF PURCHASE PRICE. In the event
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that Mobilepro intents to consummate the Option it shall deliver written notice
to UC HUB ("Notice") of its intention to convert the Loan into the Shares. Such
notice shall establish the closing date which shall not be more than thirty (30)
days from the date of such Notice.
5. GENERAL RESTRICTION ON SWITCH. UC HUB shall not sell, give, grant or
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restrict by way of a security interest or otherwise the Shares in any way during
the term of this Agreement nor
shall it give, grant or sell any interest to purchase any assets or other stock
of UC HUB or any of its subsidiaries during the term of this Agreement.
6. WARRANTIES OF MOBILEPRO. UC HUB hereby represents and warrants as
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of the closing date the Option is exercised by Mobilepro that the owners of the
Shares have good and marketable title to the Shares free and clear of all
security interests, rights or claims of others, liens and encumbrances and that
UC HUB has the requisite power and authority to issue to Shares.
7. NECESSARY DOCUMENTS. If under the terms of this Agreement, Mobilepro
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exercises its option to acquire the Shares, UC HUB shall execute and deliver all
necessary documents that may be reasonably required for accomplishing a complete
transfer of such interests for the purpose of the purchase transaction.
8. ASSIGNABILITY. Mobilepro may assign the Option granted hereunder.
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9. EXPENSES. Mobilepro and UC HUB shall each pay their own legal and
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accounting expenses relative to this Agreement and the exercise of the option
and the transfer of ownership of the Shares.
10. AMENDMENTS. This Agreement may not be modified or amended except by
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an instrument in writing executed by the party against whom enforcement of any
such modification or amendment is sought.
11. Entire Agreement. This Agreement constitutes the entire agreement
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among the parties hereto and there have been no other prior agreements,
understandings or arrangements, oral or written, among the parties hereto with
respect to the subject matter hereof.
12. COUNTERPARTS. This Agreement may be executed simultaneously in two
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(2) or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one (1) and the same instrument.
13. NOTICES. Any notice, consent, approval, demand or other
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communication to be given, made or provided for under this Agreement shall be in
writing and deemed to be fully given by its delivery personally to the person or
persons specified below or two (2) business days after deposit in the United
States Mail, first class, postage prepaid, by registered or certified mail,
return receipt requested, to the following addresses, or to such other address
or to the attention of such other person as any party hereto shall hereafter
specify by written notice to the other party hereto:
If to Mobilepro: Jay O. Wright
6701 Democracy Blvd, Suite 202
Bethesda, MD 20817
If to UC HUB:
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14. SEVERABILITY. Whenever possible, each provision of this Agreement
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shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited or
invalid under applicable law, such provision shall be ineffective to the extent
of such provision or the remaining provisions of this Agreement.
15. GOVERNING LAW. In all respects, including all matters of
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construction, validity and performance, this Agreement and the obligations
arising hereunder shall be governed by, and construed in accordance with, the
laws of the State of Delaware applicable to contracts made and performed in such
state, and any applicable laws of the United States of America.
16. WARRANTS. As partial consideration for extending a $33,000 loan to
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UC HUB on even date herewith, UC HUB hereby grants Mobilepro 99,000 ten year
warrants (with piggy-back registration rights) to acquire common stock of UC HUB
with an exercise price of $.03 per share. In addition, in the event Mobilepro
elects to make the Loan as contemplated herein, UC HUB will grant Mobilepro
1,026,000 ten year warrants (with piggy-back registration rights) to acquire
common stock of UC HUB with an exercise price of $.03 per share.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
MOBILEPRO, CORP.
By
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Name
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Title
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UC HUB GROUP, INC.
By /s/ Larry Wilcox
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Name Larry Wilcox
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Title Pres/CEO
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GUARANTY
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TO: Mobilepro Corp. ("Company")
DATE: December __, 2005
Larry Wilcox (the "Guarantor"), in order to induce the Company to enter
into that certain loan, of even date herewith, by and among the Company and UC
Hub Group, Inc., an __________ corporation ("UC Hub"), and the Guarantor (the
"Agreement"), and in consideration of the Agreement and the direct and indirect
benefits thereof to the Guarantor, the receipt and sufficiency of which is
hereby acknowledged, absolutely and unconditionally, guarantees the performance
by UC Hub, of all duties and obligations contained in and set forth in the
Agreement on all related documents and agreements therewith, including, without
limitation, all obligations arising out of or relating to the breach of any
specific representations, warranties, obligations, indemnifications, covenants
and agreements of UC Hub set forth in the Agreement.
This Guaranty is not conditioned upon the pursuit of any remedies against
UC Hub by the Company. The Guarantor further agree that until such performance
obligations have been fully paid, satisfied or performed, that any of the
following shall not in any way release the Guarantor or reduce the Guarantor'
liability: that the Company and UC Hub may from time to time, at their sole
option and without notice to the Guarantor, extend the time or change the terms
or manner of payment or performance of UC Hub obligations and duties; and that
the acceptance by either of the Company of partial payment or payments or
performance or any extension or extensions which either of the Company may grant
to UC Hub, or any forbearance on the part of either of the Company, shall not
operate to limit or release any of the obligations of the Guarantor hereunder.
The Guarantor waive notice of acceptance of this Guaranty, default, nonpayment
or nonperformance, presentment, demand, protest, notice of protest, and any and
all other notice or notices to which the Guarantor might be otherwise entitled,
or which may be required by law, as to the obligations and duties guaranteed
hereby.
No act or omission of any kind on the part of either of the Company shall
in any way whatsoever affect or impair this Guaranty. This Guaranty shall be
binding upon the Guarantor and their respective heirs, executors,
administrators, and permitted assigns, and shall be governed by and construed in
accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, this Guaranty has been duly executed as of the date and
year above written.
/s/ Larry Wilcox
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LARRY WILCOX
"Guarantor"