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AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made this
28th day of March 2000, by and among D.W. Group Technologies, Inc., a Nevada
corporation ("D.W. Group Technologies"); Shopmama.com Inc., a Nevada corporation
("Shopmama.com "); and the persons listed in Exhibit A-1 hereof who are the
owners of record of all the issued and outstanding stock of Shopmama.com who
execute and deliver the Agreement ("Shopmama.com Stockholders"), based on the
following:
Recitals
D.W. Group Technologies wishes to acquire all the issued and outstanding
stock of Shopmama.com in exchange for stock of D.W. Group Technologies in a
transaction intended to qualify as a tax-free exchange pursuant to section
368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. The parties
intend for this Agreement to represent the terms and conditions of such tax-free
reorganization, which Agreement the parties hereby adopt.
Agreement
Based on the stated premises, which are incorporated herein by reference,
and for and in consideration of the mutual covenants and agreements hereinafter
set forth, the mutual benefits to the parties to be derived herefrom, and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, it is hereby agreed as follows:
ARTICLE I
EXCHANGE OF STOCK
1.01 Exchange of Shares. On the terms and subject to the conditions set
forth in this Agreement, on the Closing Date (as defined in Section 1.05
hereof), the Shopmama.com Stockholders shall assign, transfer, and deliver to
D.W. Group Technologies, free and clear of all liens, pledges, encumbrances,
charges, restrictions, or claims of any kind, nature, or description, all issued
and outstanding shares of common stock of Shopmama.com (the "Shopmama.com
Shares") held by Shopmama.com Stockholders which shares shall represent all
issued and outstanding shares of Shopmama.com common stock, and D.W. Group
Technologies agrees to acquire such shares on such date by issuing and
delivering in exchange therefore an aggregate of 3,000,000 restricted shares of
D.W. Group Technologies common stock, par value $0.001 per share, (the "D.W.
Group Technologies Common Stock"). Such shares of D.W. Group Technologies Common
Stock shall be issued pro rata based on the number of Shopmama.com Shares held
and as set forth opposite the Shopmama.com Stockholder's respective names in
Exhibit A-1. All 3,000,000 shares of D.W. Group Technologies Common Stock to be
issued and delivered pursuant to this Agreement shall be appropriately adjusted
to take into account any stock split, stock dividend, reverse stock split,
recapitalization, or similar change in the D.W. Group Technologies Common Stock
which may occur between the date of the execution of this Agreement and the
Closing Date.
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1.02 Delivery of Certificates by Shopmama.com Stockholders. The transfer
of Shopmama.com Shares by the Shopmama.com Stockholders shall be effected by the
delivery to D.W. Group Technologies at the Closing (as set forth in Section 1.05
hereof) of certificates representing the transferred shares endorsed in blank or
accompanied by stock powers executed in blank, with all signatures medallion
guaranteed and with all necessary transfer taxes and other revenue stamps
affixed and acquired at the Shopmama.com Stockholders' expense.
1.03 Operation as Wholly-Owned Subsidiary. After giving effect to the
transaction contemplated hereby, D.W. Group Technologies will own all the issued
and outstanding shares of Shopmama.com and Shopmama.com will be a wholly-owned
subsidiary of D.W. Group Technologies operation under the name Shopmama.com,
Inc.
1.04 Further Assurances. At the Closing and from time to time thereafter,
the Shopmama.com Stockholders shall execute such additional instruments and take
such other action as D.W. Group Technologies may reasonably request, without
undue cost to the Shopmama.com Stockholders in order to more effectively sell,
transfer, and assign clear title and ownership in the Shopmama.com Shares to
D.W. Group Technologies.
1.05 Closing and Parties. The Closing contemplated hereby shall be held at
a mutually agreed upon time and place on or before March 28, 2000, or on another
date to be agreed to in writing by the parties (the "Closing Date"). The
Agreement may be closed at any time following approval by a majority of the
shareholders of D.W. Group Technologies Common Stock as set forth in Section
4.02 hereof and the Shopmama.com Stockholders as set forth in Section 5.02. The
Closing may be accomplished by wire, express mail, overnight courier, conference
telephone call or as otherwise agreed to by the respective parties or their duly
authorized representatives.
1.06 Closing Events
(a) D.W. Group Technologies Deliveries. Subject to fulfillment or
waiver of the conditions set forth in Article IV, D.W. Group Technologies
shall deliver to Shopmama.com at Closing all the following:
(i) A certificate of good standing from the secretary of State of
Nevada, issued as of a date within sixty days prior to the Closing
Date, certifying that D.W. Group Technologies is in good standing as a
corporation in the State of Nevada:
(ii) Incumbency and specimen signature certificates dated the
Closing Date with respect to the officers of D.W. Group Technologies
executing this Agreement and any other document delivered pursuant
hereto on behalf of D.W. Group Technologies;
(iii) Copies of the resolution of D.W. Group Technologies board
of directors and shareholder minutes or consents authorizing the
execution and performance of this Agreement and the contemplated
transactions, certified by the
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secretary or an assistant secretary of D.W. Group Technologies as of
the Closing Date;
(iv) The certificate contemplated by Section 4.02, duly executed
by the chief executive officer of D.W. Group Technologies;
(v) The certificate contemplated by Section 4.03, dated the
Closing Date, signed by the chief executive officer of D.W. Group
Technologies;
(vi) Certificates for 3,000,000 shares of D.W. Group Technologies
Common Stock in the names of the Shopmama.com Stockholders and in the
amounts set forth in Exhibit "A" and;
In addition to the above deliveries, D.W. Group Technologies shall take all
steps and actions as Shopmama.com and Shopmama.com Stockholders may reasonably
request or as may otherwise be reasonably necessary to consummate the
transactions contemplated hereby.
(b) Shopmama.com Deliveries. Subject to fulfillment or waiver of the
conditions set forth in Article V, Shopmama.com and/or Shopmama.com
Stockholder's shall deliver to D.W. Group Technologies at Closing all the
following:
(i) A certificate of good standing from the secretary of State of
Nevada, issued as of a date within five days prior to the Closing Date
certifying that Shopmama.com is in good standing as a corporation in
the State of Nevada;
(ii) Incumbency and specimen signature certificates dated the
Closing Date with respect to the officers of Shopmama.com executing
this Agreement and any other document delivered pursuant hereto on
behalf of Shopmama.com:
(iii) Copies of resolutions of the board of directors and of the
stockholders of Shopmama.com authorizing the execution and performance
of this Agreement and the contemplated transactions, certified by the
secretary or an assistant secretary of Shopmama.com as of the Closing
Dates;
(iv) The certificate contemplated by Section 5.03, executed by
the chief operating officer of Shopmama.com; and
(v) The certificate contemplated by Section 5.04, dated the
Closing Date, and signed by the chief operating officer of
Shopmama.com.
In addition to the above deliveries, Shopmama.com shall take all steps and
actions as D.W. Group Technologies may reasonably request or as may otherwise be
reasonably necessary to consummate the transactions contemplated hereby.
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1.07. Termination
(a) This Agreement may be terminated by the board of directors of
either D.W. Group Technologies or Shopmama.com at any time prior to
the Closing Date if:
(i) There shall be any actual or threatened action of
proceeding before any court or any governmental body which shall
seek to restrain, prohibit, or invalidate the transaction
contemplated by this Agreement and which, in the reasonable
judgment of such board of directors, made in good faith and based
upon the advice of its legal counsel, makes it inadvisable to
proceed with the transactions contemplated by this Agreement;
(ii) Any of the transactions contemplated hereby are
disapproved by any regulatory authority whose approval is
required to consummate such transactions or in the reasonable
judgment of such board of directors, made in good faith and based
on the advice of counsel, there is substantial likelihood that
any such approval will not be obtained or will be obtained only
on a condition or conditions which would be unduly burdensome,
making it inadvisable to proceed with the exchange;
In the event of termination pursuant to this paragraph (a) of Section 1.07, no
obligation, right, or liability shall arise hereunder, and each party shall bear
all of the expenses incurred by it in contemplated hereby.
(b) This Agreement may be terminated at any time prior to the
Closing Date by action of the bard of directors of D.W. Group
Technologies if (i) shareholders of D.W. Group Technologies owning
more than five percent (5%) of the issued and outstanding shares of
D.W. Group Technologies Common Stock perfect their dissenter's rights
with respect to the approval of this Agreement and the transactions
contemplated hereby, (ii) Shopmama.com shall fail to comply in any
material respect with any of its covenants or agreements contained in
this Agreement or if any of the representations or warranties of
Shopmama.com contained herein shall be inaccurate in any material
respect or (iii) D.W. Group Technologies determines that there has
been or is likely to be any material adverse change in the financial
or legal condition of Shopmama.com . In the event of termination
pursuant to this paragraph (b) of this Section 1.07, no obligation,
right, remedy, or liability shall arise hereunder. All parties shall
bear their own costs incurred in connection with the negotiation,
preparation, and execution of this Agreement and the transactions
contemplated hereby.
(c) This Agreement may be terminated at any time prior to the
Closing Date by action of the board of directors of Shopmama.com if
(i) shareholders of Shopmama.com owning more than five percent (5%) of
the issued and outstanding shares of Shopmama.com Shares perfect their
dissenter's rights with respect to the approval of this Agreement and
the transactions contemplated herby, (ii) D.W. Group Technologies
shall fail to comply in any material respect with any of its covenants
or agreements contained in this Agreement or if any of the
representations or warranties of
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D.W. Group Technologies contained herein shall be inaccurate in any
material respect, or (iii) Shopmama.com determines that there has been
or is likely to be any adverse change in the financial or legal
condition of D.W. Group Technologies. In the event of termination
pursuant to this paragraph (c) of this Section 1.07, no obligation,
right, remedy, or liability shall arise hereunder. All parties shall
each bear their own costs incurred in connection with the negotiation,
preparation, and execution of this Agreement and the transactions
contemplated hereby.
ARTICLE II
REPRESENTATION, COVENANTS, AND WARRANTIES OF D.W. GROUP
TECHNOLOGIES
As an inducement to, and to obtain the reliance of Shopmama.com, D.W.
Group Technologies represents and warrants as follows:
2.01 Organization. D.W. Group Technologies is, and will be on the Closing
Date, a corporation duly organized, validly existing, and in good standing under
the laws of the state of Nevada and has the corporate power and is and will be
duly authorized, qualified, franchised, and licensed under all applicable laws,
regulations, ordinances, and orders of public authorities to own all of its
properties and assets and to carry on its business in all material respects as
it is now being conducted, and there are no other jurisdictions in which it is
not so qualified in which the character and location of the assets owned by it
or the nature of the material business transacted by it requires qualification,
except where failure to do so would not have a material adverse effect on its
business, operation, properties, assets or condition. The execution and delivery
of this Agreement does not, and the consummation of the transactions
contemplated by this Agreement in accordance with the terms hereof will not,
violate any provision of D.W. Group Technologies articles of incorporation or
bylaws, or other agreement to which it is a party or by which it is bound.
2.02 Approval of Agreement. D.W. Group Technologies has full power,
authority, and legal right and has taken, or will take, all action required by
law, its articles of incorporation, bylaws, and otherwise to execute and deliver
this Agreement and to consummate the transaction herein contemplated. The board
of directors of D.W. Group Technologies has authorized and approved the
execution, delivery, and performance of this Agreement and the transactions
contemplated hereby; subject to the approval of the D.W. Group Technologies
shareholders and compliance with state and federal corporate and securities
laws.
2.03 Capitalization. The authorized capitalization of D.W. Group
Technologies consists of 100,000,000 shares, of common stock, $0.001 par value,
of which 54,000,000 shares are issued and outstanding. All issued and
outstanding shares of D.W. Group Technologies are legally issued, fully paid,
and nonassessable and not issued in violation of the preemptive or other right
of any person. There are no dividends or other amounts due or payable with
respect to any of the shares of capital stock of D.W. Group Technologies.
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2.04 Financial Statements.
(a) Included in Schedule 2.04 are the audited balance sheets of D.W.
Group Technologies as of December 31, 1999 and 1998, and the related
statement of operations, stockholder's equity (deficit), and cash flows for
the fiscal year ended December 31, 1999, and 1998, and 1997 through
December 31, 1999, including the notes thereto, and the accompanying report
of Albright, Pershing & Associates, Ltd; independent certified public
accountants. At or prior to the Closing Date, D.W. Group Technologies shall
deliver the un-audited balance sheet of D.W. Group Technologies as of March
31, 2000, and the related statements of operations, stockholders' equity
(deficit), and cash flows for the three months ended March 31, 2000,
together with the notes thereto and representations by the principal
accounting and financial officer of D.W. Group Technologies to the effect
that such financial statements contain all adjustments (all of which are
normal recurring adjustments) necessary to present fairly the results of
operations and financial position for the periods and as of the dates
indicated and such financial statements shall not reflect any material
changes since the December 31, 1999, financial statements.
(b) The financial statements of D.W. Group Technologies delivered
pursuant to Section 2.04(a) have been prepared in accordance with generally
accepted accounting principles consistently applied throughout the periods
involved as explained in the notes to such financial statements. The D.W.
Group Technologies financial statements present fairly, in all material
respects, as of their respective dates, the financial position of D.W.
Group Technologies. D.W. Group Technologies did not have, as of the date of
any such financial statements, except as and to the extent reflected or
reserved against therein, any liabilities or obligations (absolute or
contingent) which should be reflected therein in accordance with generally
accepted accounting principles, and all assets reflected therein presently
fairly the assets of D.W. Group Technologies in accordance with generally
accepted accounting principles
(c) D.W. Group Technologies has filed or will file as the Closing Date
all tax returns required to be filed by it from inception to the Closing
Date. All such returns and reports are accurate and correct in all material
respect. D.W. Group Technologies has no material liabilities with respect
to the payment of any federal, state, county, local, or other taxes
(including any deficiencies, interest, or penalties) accrued for or
applicable to the period ended on the date of the most recent balance sheet
of D.W. Group Technologies, except to the extent reflected on such balance
sheet and all such dates and years and periods prior thereto and for which
D.W. Group Technologies may at said date have been liable in its own right
or as transferee of the assets of, or as successor to, any other
corporation or entity, except for taxes accrued but not yet due and
payable, and to the best knowledge of D.W. Group Technologies, no
deficiency assessment or proposed adjustment of any such tax return is
pending, proposed or contemplated. To the best knowledge of D.W. Group
Technologies, none of such income tax returns has been examined or is
currently being examined by the Internal Revenue Service and no deficiency
assessment or proposed adjustment of any such return is pending, proposed
or contemplated. D.W. Group Technologies has not made any election pursuant
to the
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provisions of any applicable tax laws (other than elections that
relate solely to methods of accounting, depreciation, or amortization) that
would have a material adverse affect on D.W. Group Technologies, its
financial condition, its business as presently conducted or proposed to be
conducted, or any of its respective properties or material assets. There
are no outstanding agreements or waivers extending the statutory period of
limitation applicable to any tax return of D.W. Group Technologies.
2.05 Outstanding Warrants and Options. D.W. Group Technologies has no
existing Warrants, options, calls, or commitments of any nature relating to the
authorized and un-issued D.W. Group Technologies Common Stock.
2.06 Information. The information concerning D.W. Group Technologies set
forth in this Agreement is complete and accurate in all material respects and
does not contain any untrue statement of a material fact or omit to state a
material fact required to make the statements made, in light of the
circumstances under which they were made, not misleading. D.W. Group
Technologies shall cause the schedules delivered by it pursuant hereto and the
instruments delivered to Shopmama.com hereunder to be updated after the date
hereof up to and including the Closing Date.
2.07 Absence of Certain Changes or Events. Except as set forth in this
Agreement or the schedules hereto, since the date of the most recent D.W. Group
Technologies balance sheet described in Section 2.04 and included in the
information referred to in Section 2.06.
(a) There has not been (i) any material adverse change in the
business, operations, properties, level of inventory, assets, or condition
of D.W. Group Technologies or (ii) any damage, destruction, or loss to D.W.
Group Technologies (whether or not covered by insurance) materially and
adversely affecting the business, operations, properties, assets, or
conditions of D.W. Group Technologies;
(b) D.W. Group Technologies has not (i) amended its articles of
incorporation or bylaws; (ii) declared or made, or agreed to declare or
make, any payment of dividends or distributions of any assets of any kind
whatsoever to stockholders or purchased or redeemed, or agreed to purchase
or redeem, any of its capital stock; (iii) waived any rights of value which
in the aggregate are extraordinary or material considering the business of
D.W. Group Technologies; (iv) made any material change in its method of
management, operation, or accounting; (v) entered into any other material
transactions; (vi) made any accrual or arrangement for or payment of
bonuses or special compensation of any kind or any severance or termination
pay to any present or former officer or employee; (vii) increased the rate
of compensation payable or to become payable by it to any of its officers
or directors or any of its employees whose monthly compensation exceeds
$1,000; or (viii) made any increase in any profit-sharing, bonus, deferred
compensation, insurance, pension, retirement, or other employee benefit
plan, payment, or arrangement made to, for, or with its officers,
directors, or employees;
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(c) D.W. Group Technologies has not (i) granted or agreed to grant any
options, warrants, or other rights for its stocks, bonds, or other
corporate securities calling for the issuance thereof; (ii) borrowed or
agreed to borrow any funds or incurred, or become subject to, any material
obligation or liability (absolute or contingent) except liabilities
incurred in the ordinary course of business; (iii) paid any material
obligation or liability (absolute or contingent) other than current
liabilities reflected in or shown on the most recent D.W. Group
Technologies balance sheet and current liabilities incurred since that date
in the ordinary course of business; (iv) sold or transferred, or agreed to
sell or transfer, any of its material assets, properties, or rights (except
assets, properties, or rights not unused or un-useful in its business
which, in the aggregate have a value of less than $5,000 or canceled, or
agreed to cancel, any debts or claims (except debts and claims which in the
aggregate are of a value of less than $5,000; (v) made or permitted any
amendment or termination of any contract, agreement, or license to which it
is a party if such amendment or termination is material, considering the
business of D.W. Group Technologies; or (vi) issued,, delivered, or agreed
to issue or deliver any stock, bonds, or other corporate securities
including debentures (whether authorized and un-issued or held as treasury
stock); and
(d) To the best knowledge of D.W. Group Technologies, it has not
become subject to any law or regulation which materially and adversely
affects, or in the future would be reasonably expected to adversely affect,
the business, operations, properties, assets, or condition of D.W. Group
Technologies.
2.08 Litigation and Proceeding. There are no material actions, suits, or
administrative or other proceedings pending or, to the knowledge of D.W. Group
Technologies, threatened by or against D.W. Group Technologies or adversely
affecting D.W. Group Technologies or its properties, at law or in equity, before
any court or other governmental agency or instrumentality, domestic or foreign,
or before any arbitrator of any kind. D.W. Group Technologies does not have any
knowledge of any default on its part with respect to any default on its part
with respect to any judgment, order, writ, injunction, decree, award, rule, or
regulation of any court, arbitrator, or governmental agency or instrumentality.
2.09 Compliance With Laws and Regulations. D.W. Group Technologies has
complied with all applicable statutes and regulations of any federal, state, or
other governmental entity or agency thereof, except to the extent that
noncompliance (i) could not materially and adversely affect the business,
operations, properties, assets, or conditions of D.W. Group Technologies or (ii)
could not result in the occurrence of any material liability for D.W. Group
Technologies. To the best knowledge of D.W. Group Technologies, the consummation
of this transaction will comply with all applicable statures and regulations,
subject to the preparation and filing of any forms required by state and federal
securities laws.
2.10 Material Contract Defaults. D.W. Group Technologies is not in default
in any material respect under the terms of any outstanding contract, agreement,
lease, or other commitment which is material to the business, operations,
properties, assets, or condition of D.W. Group Technologies, and there is no
event of default in any material respect under any
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such contract, agreement, lease, or other commitment in respect of which D.W.
Group Technologies has not taken adequate steps to prevent such a default from
occurring.
2.11 No Conflict With Other Instrument. The execution of this Agreement and
the consummation of the transactions contemplated by this Agreement will not
result in the breach of any term or provision of, or constitute an event of
default under, any material indenture, mortgage, deed of trust, or other
material contract, agreement, or instrument to which D.W. Group Technologies is
a party or to which any of its properties or operations are subject.
2.12 Subsidiary. D.W. Group Technologies does not own, beneficially or of
record, any equity securities in any other entity.
2.13 D.W. Group Technologies Schedules. D.W. Group Technologies has
delivered to Shopmama.com the following schedules, which are collectively
referred to as the "D.W. Group Technologies Schedules" and which consist of the
following separate schedules dated as of the date of execution of this
Agreement, all certified by a duly authorized officer of D.W. Group Technologies
as complete, true and accurate:
(a) A schedule including copies of the articles of incorporation and
bylaws of D.W. Group Technologies in effect as of the date of this Agreement;
(b) A schedule containing copies of resolutions adopted by the board
of directors of D.W. Group Technologies approving this Agreement and the
transactions herein contemplated;
(c) A schedule setting forth a description of any material adverse
change in the business, operations, property, inventory, assets, or
condition of D.W. Group Technologies since the most recent D.W. Group
Technologies balance sheet, required to be provided pursuant to Section
2.04 hereof,
(d) A schedule setting forth the financial statements required
pursuant to Section 2.04(a) hereof; and
(e) A schedule setting forth any other information, together with any
required copies of documents, required to be disclosed in the D.W. Group
Technologies Schedules by Sections 2.01 through 2.12.
D.W. Group Technologies shall cause the D.W. Group Technologies Schedules and
the instruments delivered to Shopmama.com hereunder to be updated after the date
hereof up to and including a specified date not more than three business days
prior to the Closing Date. Such updated D.W. Group Technologies Schedules,
certified in the same manner as the original D.W. Group Technologies Schedules,
shall be delivered prior to and as a condition precedent to the obligation of
the Shopmama.com to close.
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ARTICLE III
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF SHOPMAMA.COM
As an inducement to, and to obtain the reliance of, D.W. Group
Technologies, Shopmama.com represents and warrants as follows:
3.01 Organization. Shopmama.com is, and will be on the Closing Date, a
corporation duly organized, validly existing, and in good standing under the
laws of the state of Nevada and has the corporate power and is and will be duly
authorized, qualified, franchised, and licensed under all applicable laws,
regulations, ordinances, and orders of public authorities to own all of its
properties and assets and to carry on its business in all material respects as
it is now being conducted, and there are no other jurisdictions in which it is
not so qualified in which the character and location of the assets owned by it
or the nature of the material business transacted by its requires qualification,
except where failure to do so would not have a material adverse effect on its
business, operations, properties, assets or conditions of Shopmama.com . The
execution and delivery of this Agreement does not, and the consummation of the
transaction contemplated by this Agreement in accordance with the terms hereof
will not, violate any provision of Shopmama.com 's articles of incorporation or
bylaws, or other material agreement to which it is a party or by which it is
bound.
3.02 Approval of Agreement. Shopmama.com has full power, authority, and
legal right and has taken, or will take, all action required by law, its
articles of incorporation, bylaws, or otherwise to execute and deliver this
Agreement and to consummate the transactions herein contemplated. The board of
directors of Shopmama.com have authorized and approved the execution, delivery,
and performance of this Agreement and the transactions contemplated hereby;
subject to the approval of the Shopmama.com Stockholders and compliance with
state and federal corporate and securities laws.
3.03 Capitalization. The authorized capitalization of Shopmama.com consists
of 150,000,000 shares. Consisting of common stock, $.001 par value, of which as
of the date hereof 3,000,000 shares are issued and outstanding. All issued and
outstanding shares of Shopmama.com are legally issued, fully paid, and
non-assessable and not issued in violation of the preemptive or other right of
any person. There are no dividends or other amounts due or payable with respect
to any of the shares of capital stock of Shopmama.com .
3.04 Financial Statements.
(a) Included in Schedule 3.04 are the audited balance sheet of
Shopmama.com as of December 31, 1999 and the related statements of
operations, cash flows, and stockholders' equity for the period from
inception August 31, 1999, independent certified public accountants. At or
prior to the Closing Date, Shopmama.com shall deliver the un-audited
balance sheet of Shopmama.com as of March 31, 2000, and the related
statements of operations, stockholders' equity (deficit), as cash flows for
the three months ended March 31, 2000, together with the notes thereto and
representations by the chief operation officer of Shopmama.com to the
effect that such financial statements contain
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all adjustments (all of which are normal recurring adjustments) necessary
to present fairly the results of operations and financial position for the
periods and as the dates indicated.
(b) The audited financial statements delivered pursuant to Section
3.04(a) have been prepared in accordance with generally accepted accounting
principles consistently applied throughout the periods involved. The
financial statements of Shopmama.com present fairly, as of their respective
dates, the financial position of Shopmama.com . Shopmama.com did not have,
as of the date of any such balance sheets, except as and to the extent
reflected or reserved against therein, any liabilities or obligations
(absolute or contingent) which should be reflected in any financial
statements or the notes thereto prepared in accordance with generally
accepted accounting principles, and all assets reflected therein present
fairly the assets of Shopmama.com , in accordance with generally accepted
accounting principles. The statements of revenue and expenses and cash
flows present fairly the financial position and result of operations of
Shopmama.com as of their respective dates and for the respective periods
covered thereby.
(c) Shopmama.com has filed or will file as the Closing Date all tax
returns required to be filed by it from inception to the Closing Date. All
such returns and reports are accurate and correct in all material respect.
Shopmama.com has no material liabilities with respect to the payment of any
federal, state, county, local, or other taxes (including and deficiencies,
interest, or penalties) accrued for or applicable to the period ended on
the date off the most recent balance sheet of Shopmama.com , except to the
extent reflected on such balance sheet and all such dates and years and
periods prior thereto and for which Shopmama.com may at said date have been
liable in its own right or as transferee of the assets of, or as successor
to, any other corporation or entity, except for taxes accrued but not yet
due and payable, and to the best knowledge of Shopmama.com , no deficiency
assessment or proposed adjustment of any such tax return is pending,
proposed or contemplated. To the best knowledge of Shopmama.com , none of
such income tax returns has been examined or is currently being examined by
the Internal Revenue Service and no deficiency assessment or proposed
adjustment of any such return is pending, proposed or contemplated.
Shopmama.com has not made any election pursuant to the provisions of any
applicable tax laws (other than elections that relate solely to methods of
accounting, depreciation, or amortization) that would have a material
adverse affect on Shopmama.com , its financial condition, its business as
presently conducted or proposed to be conducted, or any of its respective
properties or material assets. There are no outstanding agreements or
waivers extending the statutory period of limitation applicable to any tax
return of Shopmama.com .
3.05 Outstanding Warrants and Options. Shopmama.com has issued warrants,
options, calls, or commitments relating to the authorized and un-issued
Shopmama.com Common Stock.(Attached as Exhibits B-1 & B-2)
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3.06 Information. The information concerning Shopmama.com set forth in
this Agreement and in the schedules delivered by Shopmama.com pursuant hereto is
complete and accurate in all material respects and does not contain any untrue
statement of a material fact of omit to state a material fact required to make
the statements made, in light of the circumstances under which they were made,
not misleading. Shopmama.com shall cause the schedules delivered by Shopmama.com
pursuant hereto to D.W. Group Technologies hereunder to be updated after the
date hereof up to and including the Closing Date.
3.07 Absence of Certain Changes or Events. Except as set forth in this
Agreement since the date of the most recent Shopmama.com balance sheet described
in Section 3.04 and included in the information referred to in Section 3.06.
(a) There has not been (i) any material adverse change in the
business, operations, properties, level of inventory, assets, or condition
of Shopmama.com or (ii) any damage, destruction, or loss to Shopmama.com
materially and adversely affecting the business, operations, properties,
assets, or conditions of Shopmama.com;
(b) Shopmama.com has not (i) amended its articles of incorporation or
bylaws; (ii) declared or made, or agreed to declare or make, any payment of
dividends or distributions of any assets of any kind whatsoever to
stockholders or purchased or redeemed, or agreed to purchase or redeem, any
of its capital stock; (iii) waived any rights of value which in the
aggregate are extraordinary and material considering the business of
Shopmama.com ; (iv) made any material change in its method of accounting;
(v) entered into any other material transactions other than those
contemplated by this Agreement; (vi) made any material accrual or material
arrangement for or payment of bonuses or officer of employee; or (vii) made
any material increase in any profit-haring, bonus, deferred compensation,
insurance, pension, retirement, or other employee benefit plan, payment, or
arrangement made to, for, or with their officers, directors, or employees;
(c) Shopmama.com has (i) granted or agreed to grant options, warrants,
or other rights for its stocks, bonds, or other corporate securities
calling for the issuance thereof [employment/ stock option agreement
attached as Exhibits B-1 & B-2]; and has not (ii) borrowed or agreed to
borrow any funds or incurred, or become subject to, any material obligation
or liability (absolute or contingent) except liabilities incurred in the
ordinary course of business; (iii) paid any material obligation or
liability (absolute or contingent) other than current liabilities reflected
in or shown on the most recent Shopmama.com balance sheet and current
liabilities incurred since that date in the ordinary course of business;
(iv) sold or transferred, or agreed to sell or transfer, any of its
material assets, properties, or rights, or agreed to cancel, any material
debts or claims; (v) made or permitted any amendment or termination of any
contract, agreement, or license to which it is a party if such amendment or
termination is material, considering the business of Shopmama.com ; or (vi)
issued, delivered, or agreed to issue or deliver any stock, bonds, or other
corporate securities including debentures (whether authorized and un-issued
or held as treasury stock): and
<PAGE>
(d) To the best knowledge of Shopmama.com, it has not become subject
to any law or regulation, which materially and adversely affects, or in the
future would be reasonably expected to adversely affect, the business,
operation, properties, assets, or conditions of Shopmama.com.
3.08 Title and Related Matters. Except as provided herein or disclosed in
the most recent Shopmama.com balance sheet and the notes therein, Shopmama.com
has good and marketable title to all of its properties, inventory, interests in
properties, technology, whether patented or un-patented, including, but not
limited to the website www.shopmama.com , and assets, which are reflected in the
most recent Shopmama.com balance sheet or acquired after that date (except
properties, interests in properties, and assets sold or otherwise disposed of
since such date in the ordinary course of business), free and clear of all
mortgages, liens, pledges, charges, or encumbrances, except (i) statutory liens
or claims not yet delinquent; and (ii) such imperfections of title and casements
as do not, and will not, materially detract from, or interfere with, the present
or proposed use of the properties subject thereto or affected thereby or
otherwise materially impair present business operations on such properties. To
the best knowledge of Shopmama.com, its technology does not infringe on the
copyright, patent, trade, secret, know-how, or other proprietary right of any
other person or entity and comprises all such rights necessary to permit the
operation of the business of Shopmama.com as now being conducted or as
contemplated.
3.09 Litigation and Proceedings. Except as otherwise disclosed in Schedule
3.09, there are no material actions, suits, or proceedings pending or, to the
knowledge of Shopmama.com , threatened by or against Shopmama.com or adversely
affecting Shopmama.com , at law or in equity, before any court or other
governmental agency or instrumentality, domestic or foreign, or before any
arbitrator of any kind. Shopmama.com does not have any knowledge of any default
on its part with respect to any judgment, order, writ, injunction, decree,
award, rule, or regulation of any court, arbitrator, or governmental agency or
instrumentality.
3.10 Material Contract Defaults. Shopmama.com is not in default in any
material respect under the terms of any outstanding contract, agreement, lease,
or other commitment which is material to the business, operations, properties,
assets, or condition of Shopmama.com , and there is no event of default or other
event which, with notice or lapse of time or both, would constitute a default in
any material respect under any such contract, agreement, lease, or other
commitment in respect of which Shopmama.com has not taken adequate steps to
prevent such a default from occurring.
3.11 No Conflict With Other Instruments. The execution of this Agreement
and the consummation of the transactions contemplated by this Agreement will not
result in the breach of any term or provision of, or constitute an event of
default under, any material indenture, mortgage, deed of trust, or other
material contract, agreement, or instrument to which Shopmama.com is a party or
to which any of its properties or operations are subject.
<PAGE>
3.12 Governmental Authorization. Shopmama.com has all licenses, franchises,
permits, and other governmental authorizations that are legally required to
enable it to conduct its business in all material respects as conducted on the
date of this Agreement. Except for compliance with federal and state securities
and corporation laws, as hereinafter provided, no authorization, approval,
consent, or order of, or registration, declaration, or filing with, any court or
other governmental body is required in connection with the execution and
delivery by Shopmama.com of this Agreement and the consummation by Shopmama.com
of the transactions contemplated hereby.
3.13 Compliance With Laws and Regulations. Shopmama.com has complied with
all applicable statutes and regulations of any federal, state, or other
governmental entity or agency thereof, except to the extent that noncompliance
would not materially and adversely affect the business, operations, properties,
assets, or conditions of Shopmama.com or except to the extent that noncompliance
would not result in the occurrence of any material liability for Shopmama.com .
To the best of knowledge of Shopmama.com , the consummation of this transaction
will comply with all applicable statutes and regulations, subject to the
preparation and filing of any forms required by state and federal security laws.
3.14 Subsidiary. Shopmama.com does not own, beneficially or of record, any
equity Securities in any other entity.
3.15 Shopmama.com Schedules. Shopmama.com has delivered to D.W. Group
Technologies the following schedules, which are collectively referred to as the
"Shopmama.com Schedules" and which consist of the following separate schedules
dated as of the date of execution of this Agreement, and instruments and D.W.
Group Technologies as of such date, al certified by the chief executive officer
of Shopmama.com as complete, true, and accurate:
(a) A schedule including copies of the articles of incorporation and
bylaws of Shopmama.com and all amendments thereto effect as of the date of
this Agreement;
(b) A schedule containing copies of resolution adopted by the board of
directors of Shopmama.com approving this Agreement and the transactions
herein contemplated as referred to in Section 3.02;
(c) A schedule setting forth a description of any material adverse
change in the business, operations, property, inventory, assets, or
condition of Shopmama.com since the most recent Shopmama.com balance sheet,
required to be provided pursuant to Section 3.04 hereof;
(d) A schedule setting forth the financial statements required
pursuant to Section 3.04 (a) hereof; and
(e) A schedule setting forth any other information, together with any
required copies of documents, required to be disclosed in the Shopmama.com
Schedules by Sections 3.01 through 3.14.
<PAGE>
Shopmama.com shall cause the Shopmama.com Schedules and the instruments
delivered to D.W. Group Technologies hereunder to be updated after the date
hereof up to end including a specified date not more than three business days
prior to the Closing Date. Such updated Shopmama.com Schedules, certified in the
same manner as the original Shopmama.com Schedules, shall be delivered prior to
and as a condition precedent to the obligation of D.W. Group Technologies to
close.
ARTICLE IV
CONDITIONS PRECEDENT TO OBLIGATIONS OF SHOPMAMA.COM
The obligations of Shopmama.com under this Agreement are subject to the
satisfaction of Shopmama.com , at or before the Closing Date, of the following
conditions;
4.01 Shareholder Approval. D.W. Group Technologies shall call and hold a
meeting of its shareholders, or obtain the written consent of a majority of its
shareholders, to approve the transactions contemplated by this agreement
including the acquisition of Shopmama.com through the issuance of D.W. Group
Technologies Common Stock of all of the issued and outstanding Shopmama.com
Shares, and the change of name of D.W. Group Technologies to "Shopmama.com,
Inc." or such other derivation thereof as may be agreed to by the board of
directors of Shopmama.com .
4.02 Accuracy of Representation. The representations and warranties made by
D.W. Group Technologies in this Agreement were true when made and shall be true
at the closing Date with the same force and affect as if such representations
and warranties were made at and as of the Closing Date (except for changes
therein permitted by this Agreement), and D.W. Group Technologies shall have
performed or complied with all covenants and conditions required by this
Agreement to be performed or complied with by D.W. Group Technologies prior to
or at the Closing. Shopmama.com shall be furnished with certificates, signed by
duly authorized officers of D.W. Group Technologies and dated the Closing Date,
to the foregoing effect.
4.03 Officer's Certificates. Shopmama.com shall have been furnished with
certificates dated the Closing Date and signed by the duly authorized chief
executive officer of D.W. Group Technologies to the effect that to such officers
best knowledge no litigation, proceeding, investigation, or inquiry is pending
or, to the best knowledge of D.W. Group Technologies threatened, which might
result in an action to enjoin or prevent the consummation of the transactions
contemplated by this Agreement. Furthermore, based on certificates of good
standing, representations of government agencies, and D.W. Group Technologies
own documents and information, the certificate shall represent, to the best
knowledge of the officer, that:
(a) This Agreement has been duly approved by D.W. Group Technologies
board of directors and shareholders and has been duly executed and
delivered in the name and on behalf of D.W. Group Technologies by its duly
authorized officers pursuant to, and in compliance with, authority granted
by the board of directors of D.W. Group Technologies pursuant to a
unanimous consent;
<PAGE>
(b) There has been no material adverse changes in D.W. Group
Technologies up to and including the date of the certificate;
(c) All conditions required by this Agreement has been met, satisfied,
or performed by D.W. Group Technologies;
(d) All authorizations, consents, approvals, registrations, and/or
filings with any governmental body, agency, or court required in connection
with the execution and delivery of the documents by D.W. Group Technologies
have been obtained and are in full force and effect or, if not required to
have been obtained, will be in full force and effect by such time as may be
required; and
(e) There is no material action, suit, proceeding, inquiry, or
investigation at law or in equity by any public board or body pending or
threatened against D.W. Group Technologies, wherein an unfavorable
decision, ruling, or finding could have an adverse effect on the financial
condition of D.W. Group Technologies, the operation of D.W. Group
Technologies, or the acquisition and reorganization contemplated herein, or
any agreement or instrument by which D.W. Group Technologies is bound or in
any way contests the existence of D.W. Group Technologies.
4.04 No Material Adverse Change. Prior to the Closing Date, there shall not
have occurred any material adverse change in the financial condition, business,
or operations of D.W. Group Technologies, nor shall any event have occurred
which, with the lapse of time or the giving of notice, may cause or create any
material adverse change in the financial condition, business, or operations of
D.W. Group Technologies.
4.05 Good Standings. Shopmama.com shall have received a certificate of good
standing from the secretary of state of Nevada, dated as of the date within five
days prior to the Closing Date, certifying that D.W. Group Technologies is in
good standing as a corporation in the State of Nevada.
4.06 Other Items. Shopmama.com shall have received such further documents,
certificates, or instruments relating to the transactions contemplated hereby as
Shopmama.com may reasonably request.
ARTICLE V
CONDITIONS PRECEDENT TO OBLIGATIONS OF D.W. GROUP TECHNOLOGIES
The obligations of D.W. Group Technologies under this Agreement are subject
to the satisfaction, at or before the Closing Date, of the following conditions;
5.01 Shareholder Approval. D.W. Group Technologies shall call and hold a
meeting of its shareholders, or obtain through a majority written consent of its
shareholders, whereby the shareholders of D.W. Group Technologies authorize and
approve this Agreement and the transactions contemplated hereby.
<PAGE>
5.02 Shopmama.com Shareholders. Holders of all of the issued and
outstanding Shopmama.com Shares shall agree to this Agreement and the exchange
of shares contemplated by this Agreement.
5.03 Accuracy of Representations. The representations and warranties made
by Shopmama.com and the Shopmama.com Stockholders in this Agreement were true
when made and shall be true at the Closing Date with the same force and affect
as if such representations and warranties were made at and as of the Closing
Date (except for changes therein permitted by this Agreement), and Shopmama.com
shall have performed or complied with all covenants and conditions required by
this Agreement to be performed or complied with by Shopmama.com prior to or at
the Closing. D.W. Group Technologies shall be furnished with a certificate,
signed by a duly authorized officer of Shopmama.com and dated the Closing Date,
to the foregoing effect.
5.04 Officer's Certificates. D.W. Group Technologies shall have been
furnished with certificates dated the Closing Date and signed by the duly
authorized chief operating officer of Shopmama.com to the effect that no
litigation, proceeding, investigation, or inquiry is pending or, to the best
knowledge of Shopmama.com , threatened, which might result in an action to
enjoin or prevent the consummation of the transactions contemplated by this
Agreement. Furthermore, based on certificates shall represent, to the best
knowledge of the officer, that:
(a) This Agreement has been duly approved by Shopmama.com 's board of
directors and shareholders and has been duly executed and delivered in the
name and on behalf of Shopmama.com by its duly authorized officers pursuant
to, and in compliance with, authority granted by the board of directors of
Shopmama.com pursuant to a unanimous consent of its board of directors and
a majority vote of its stockholders:
(b) Except as provided or permitted herein, there have been no
material adverse changes in Shopmama.com up to and including the date of
the certificate;
(c) All authorizations, consents, approvals, registrations, and/or
filing with any governmental body agency, or court required in connection
with the execution and delivery of the documents by Shopmama.com have been
obtained and are in full force and effect or, if not required to have been
obtained will be in full force and effect by such time as may be required:
and
(d) Except as otherwise disclosed in Schedule 3.08, there is no
material action, suit, proceeding, inquiry, or investigation at law or in
equity by any public board or body pending or threatened against
Shopmama.com , wherein an unfavorable decision, ruling, or finding would
have an adverse affect on the financial condition of Shopmama.com , the
operation of Shopmama.com , or the acquisition and reorganization
contemplated herein, or any material agreement or instrument by which
Shopmama.com is bound or would in any way contest the existence of
Shopmama.com .
<PAGE>
5.05 No Material Adverse Change. Prior to the Closing Date, there shall not
have occurred have material adverse change in the financial condition, business
or operations of Shopmama.com , nor shall any event have occurred which, with
the lapse of time or the giving of notice, may cause of create any material
adverse change in the financial condition, business, or operations of
Shopmama.com .
5.06 Good Standings. D.W. Group Technologies shall have received a
certificate of good standing from the appropriate authority, dated as of a date
with five days prior to the Closing Date, certificate of good standing from the
appropriate authority, dated as of the date with five days prior to the Closing
Date, certifying that the Shopmama.com is in good standing as a corporation in
the state of Nevada.
5.07 Other Items. D.W. Group Technologies shall have received such further
documents, certificates, or instruments relating to the transactions
contemplated hereby as D.W. Group Technologies may reasonably request.
ARTICLE VI
SPECIAL COVENANTS
6.01 Activities of D.W. Group Technologies and Shopmama.com
(a) From and after the date of this Agreement until the Closing Date
and except as set forth in the respective schedules to be delivered by
D.W. Group Technologies and Shopmama.com pursuant hereto or as permitted
or contemplated by this Agreement, D.W. Group Technologies and
Shopmama.com will each:
(i) Carry on its business in substantially the same manner as it
has heretofore;
(ii) Maintain in full force and effect insurance comparable in
amount and in scope of coverage to that now maintained by it;
(iii) Perform in all material respects all of its obligations
under material contracts, leases, and instruments relating to or
affecting its assets, properties, and business;
(iv) Use its best efforts to maintain and preserve its business
organization intact, to retain its key employees, and to maintain its
relationships with its material suppliers and customers;
(v) Duly and timely file for all taxable periods ending on or
prior to the Closing Date all federal, state, county, and local tax
returns required to be filed by or on behalf of such entity or for
which such entity may be held responsible and shall pay, or cause to
pay, all taxes required to be shown as due and payable on such
returns, as well as all installments of tax due and payable
<PAGE>
during the period commencing on the date of this Agreement and ending
on the Closing Date; and
(vi) Fully comply with and perform in all material respects all
obligations and duties imposed on it by all federal and state laws and
all rules, regulations, and orders imposed by federal or state
governmental authorities.
(b) From and after the date of this Agreement and except as provided
herein until the Closing Date, D.W. Group Technologies and Shopmama.com
will not:
(i) Make any change in its articles of incorporation or bylaws;
(ii) Enter into or amend any material contract, agreement, or
other instrument of any of the types described in such party's
schedules, except that a party may enter into or amend any contract,
agreement, or other instrument in the ordinary course of business; and
(iii) Enter into any agreement for the sale of Shopmama.com or
D.W. Group Technologies securities without the prior approval of the
other party.
6.02 Access to Properties and Records. Until the Closing Date, Shopmama.com
and D.W.Group Technologies will afford to the other party's officers and
authorized representatives full access to the properties, books, and records of
the other party in order that each party may have full opportunity to make such
reasonable investigation as it shall desire to make of the affairs of
Shopmama.com or D.W. Group Technologies and will furnish the other party with
such additional financial and other information as to the business and
properties of Shopmama.com or D.W. Group Technologies as each party shall from
time to time reasonably request.
6.03 Indemnification by Shopmama.com . Shopmama.com will indemnify and hold
harmless D.W. Group Technologies and its directors and officers, and each
person, if any, who controls D.W. Group Technologies within the meaning of the
Securities Act. From and against any and all losses, claims, damages, expenses,
liabilities, or actions to which any of them may become subject under applicable
law (including the Securities Act and the Securities Exchange Act) and will
reimburse them for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any claims or actions, whether or not
resulting in liability, insofar as such losses, claims, damages, expenses,
liabilities, or actions arise out of or are based upon any untrue statement or
alleged untrue statement of material fact contained in any application or
statement filed with a governmental body or arising out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary in order to make the statements therein not
misleading, but only insofar as any such statement or omission was made in
reliance upon and in conformity with information furnished in writing by
Shopmama.com expressly for use therein. The indemnity agreement contained in
this Section 6.03 shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of D.W. Group Technologies
and shall survive the consummation of the transactions contemplated by this
Agreement for a period of six months.
<PAGE>
6.04 Indemnification by D.W. Group Technologies. D.W. Group Technologies
will indemnify and hold harmless Shopmama.com , the Shopmama.com Stockholders,
Shopmama.com 's directors and officers, and each person, if any, who controls
Shopmama.com within the meaning of the Securities Act, from and against any and
all losses, claims, damages, expenses, liabilities, or actions to which any of
them may become subject under applicable law (including the Securities Act and
the Securities Exchange Act) and will reimburse them for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any claims or actions, whether or not resulting in liability, insofar
as such losses, claims, damages, expenses, liabilities, or actions arise out of
or are based upon any untrue statement or alleged untrue statement of a material
fact contained in any application or statement filed with a governmental body or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein, or necessary in order to make the
statements therein not misleading, but only insofar as any such statement or
omission was made in reliance upon and in conformity with information furnished
in writing by D.W. Group Technologies expressly for use therein. The indemnity
agreement contained in this Section 6.04 shall remain operative and in full
force and effect, regardless of any investigation made by or on behalf of
Shopmama.com and shall survive the consummation of the transactions contemplated
by this Agreement for a period of six months.
6.05 The Acquisition of D.W. Group Technologies Common Stock. D.W. Group
Technologies and Shopmama.com understand and agree that the consummation of this
Agreement including the issuance of the D.W. Group Technologies Common Stock to
Shopmama.com in exchange for the Shopmama.com shares as contemplated hereby,
constitutes the offer and sale of securities under the Securities Act and
applicable state statutes. D.W. Group Technologies and Shopmama.com agree that
such transactions shall be consummated in reliance on exemptions from the
registration and prospectus delivery requirements of such statutes that depend,
among other items, on the circumstances under which such securities are
acquired.
(a) In order to provide documentation for reliance upon exemption from
the registration and prospectus delivery requirements for such
transactions, the signing of this Agreement and the delivery of
appropriate separate representations shall constitute the parties
acceptance of, and concurrence in, the following representations and
warranties:
(i) The Shopmama.com Stockholders acknowledge that neither the
SEC nor the securities commission of any state or other federal agency
has made any determination as to the merits of acquiring D.W. Group
Technologies Common Stock, and that this transaction involves certain
risks.
(ii) The Shopmama.com Stockholders have received and read the
Agreement and understand the risks related to the consummation of the
transactions herein contemplated.
<PAGE>
(iii) Shopmama.com Stockholders have such knowledge and
experience in business and financial matters that they are capable of
evaluating each business.
(iv) Shopmama.com Stockholders have been provided with copies of
all materials and information requested by them or their
representatives, including any information requested to verify any
information furnished (to the extent such information is available or
can be obtained without unreasonable effort or expense), and the
parties have been provided the opportunity for direct communication
regarding the transactions contemplated hereby.
(v) All information which the Shopmama.com Stockholders have
provided to D.W. Group Technologies or their representatives
concerning their suitability and intent to hold shares in D.W. Group
Technologies following the transactions contemplated hereby is
complete, accurate, and correct.
(vi) The Shopmama.com Stockholders have not offered or sold any
securities of D.W. Group Technologies or interest in this Agreement
and have no present intention of dividing the D.W. Group Technologies
Common Stock or Shopmama.com Shares to be received or the rights under
this Agreement with others or of reselling or otherwise disposing of
any portion of such stock or rights, either currently or after the
passage of a fixed or determinable period of time or on the occurrence
or nonoccurrence of any predetermined event or circumstance.
(vii) The Shopmama.com Stockholders understand that the D.W.
Group Technologies Common Stock has not been registered, but is being
acquired by reason of a specific exemption under the Securities Act as
well as under certain state statutes for transactions not involving
any public offering and that any disposition of the subject D.W. Group
Technologies Common Stock may, under certain circumstances, be
inconsistent with this exemption and may make Shopmama.com or D.W.
Group Technologies an "underwriter", within the meaning of the
Securities Act. It is understood that the definition of "underwriter"
focuses upon the concept of "distribution" and that any subsequent
disposition of the subject D.W. Group Technologies Common Stock can
only be effected in transactions, which are not considered
distributions. Generally, the term "distribution" is considered
synonymous with "public offering" or any other offer or sale involving
general solicitation or general advertising. Under present law, in
determining whether a distribution occurs when securities are sold
into the public market, under certain circumstances one must consider
the availability of public information regarding the issuer, a holding
period for the securities sufficient to assure that the persons
desiring to sell the securities without registration first bear the
economic risk of their investment, and a limitation on the number of
securities which the stock holder is permitted to sell and on the
manner of sale, thereby reducing the potential impact of the sale on
the trading markets. These criteria are set forth specifically in rule
144 promulgated under the Securities Act, and, after two years after
the date the D.W. Group
<PAGE>
Technologies Common Stock or Shopmama.com Shares is fully paid for, as
calculated in accordance with rule 144(d), sales of securities in
reliance upon rule 144 can only be made in limited amounts in
accordance with the terms and conditions of that rule. After three
years from the date the securities are fully paid for, as calculated
in accordance with rule 144(d), they can generally be sold without
mooting those conditions, provided the holder is not (and has not been
for the preceding three months) an affiliate of the issuer.
(viii) The Shopmama.com Stockholders acknowledge that the shares
of D.W. Group Technologies Common Stock, must be held and may not be
sold, transferred, or otherwise disposed of for value unless they are
subsequently registered under the Securities Act or an Exemption from
such registration is available. D.W. Group Technologies is not under
any obligation to register the D.W. Group Technologies Common Stock
under the Securities Act. If rule 144 is available after two years and
prior to three years following the date the shares are fully paid for,
only routine sales of such D.W. Group Technologies Common Stock in
limited amounts can be made in reliance upon rule 144 in accordance
with the terms and conditions of that rule. D.W. Group Technologies is
not under any obligation to make rule 144 available except as set
forth in this Agreement and in the event rule 144 is not available,
compliance with Regulation A or some other disclosure exemption may be
required before Shopmama.com Stockholders can sell, transfer, or
otherwise dispose of such D.W. Group Technologies Common Stock without
registration under the Securities Act. Subject to compliance with
federal and state securities laws, D.W. Group Technologies registrar
and transfer agent will maintain and stop transfer order against the
registration of transfer of the D.W. Group Technologies Common Stock
held by Shopmama.com Stockholders and the certificates representing
the D.W. Group Technologies Common Stock will bear a legend in
substantially the following form so restricting the sale of such
securities:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") AND WARE "REGISTRICTED
SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED
UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR
TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE
UNDER THE SECURITIES ACT.
(ix) Subject to compliance with federal and state securities
laws, D.W. Group Technologies may refuse to register further transfers
or resale's of the D.W. Group Technologies Common Stock in the absence
of compliance with rule 144 unless the Shopmama.com Stockholders
furnish D.W. Group Technologies with an opinion of counsel reasonably
acceptable to D.W. Group Technologies stating that the transfer is
proper. Further, unless such opinion states that the
<PAGE>
shares of D.W. Group Technologies Common Stock are free of any
restrictions under the Securities Act, D.W. Group Technologies may
refuse to transfer the securities to any transferee who does not
furnish in writing to D.W. Group Technologies the same representations
and agree to the same conditions with respect to such D.W. Group
Technologies Common Stock as set forth herein. D.W. Group Technologies
may also refuse to transfer the D.W. Group Technologies Common Stock
if any circumstances are present reasonably indicating that the
transferee's representations are not accurate.
(b) In connection with the transaction contemplated by this Agreement,
Shopmama.com and D.W. Group Technologies shall each file with the
assistance of the other and their respective legal counsel, such notices,
applications, reports, or other instruments as may be deemed by them to be
necessary or appropriate in an effort to document reliance on such
exemptions, and the appropriate regulatory authority in the states where
the Shopmama.com Stockholders reside unless an exemption requiring no
filing is available in such jurisdictions, all to the extent and in the
manner as may be deemed by such parties to be appropriate.
(c) In order to more fully document reliance on the exemptions as
provided herein, Shopmama.com, the Shopmama.com Stockholders, and D.W.
Group Technologies shall execute and deliver to the other, at or prior to
the Closing, such further letters of representation, acknowledgment,
suitability, or the like as D.W. Group Technologies or Shopmama.com and
their respective counsel may reasonably request in connection with
reliance on exemptions from registration under such securities laws.
(d) The Shopmama.com Stockholders acknowledge that the basis for
relying on exemptions from registration or qualification are factual,
depending on the conduct of the various parties, and that no legal opinion
or other assurance will be required or given to the effect that the
transactions contemplated hereby are in fact exempt from registration or
qualification.
6.06 D.W. Group Technologies Liabilities. Immediately prior to the Closing
Date, D.W. Group Technologies shall have no material assets and no liabilities
in excess of $1,000 and all expenses related to this Agreement or otherwise
shall have been paid.
6.07 Sales of Securities Under Rule 144, If Applicable.
(a) D.W. Group Technologies will use its best efforts to at all times
satisfy the current public information requirements of rule 144
promulgated under the Securities Act so that its shareholders can sell
restricted securities that have been held for two years or more or such
other restricted period as required by rule 144 as it is from time to time
amended.
(b) Upon being informed in writing by any person holding restricted
stock of D.W. Group Technologies as of the date of this Agreement that
such person intends to sell any shares under rule 144 promulgated under
the Securities Act (including any rule
<PAGE>
adopted in substitution or replacement thereof), D.W. Group Technologies
will certify in writing to such person that it is compliance with rule 144
current public information requirement to enable such person to sell such
person's restricted stock under rule 144, as may be applicable under the
circumstances.
(c) If any certificate representing any such restricted stock is
presented to D.W. Group Technologies transfer agent for registration or
transfer in connection with any sales theretofore made under rule 144,
provided such certificate is duly endorsed for transfer by the appropriate
person(s) or accompanied by a separate stock power duly executed by the
appropriate person(s) in each case with reasonable assurances that such
endorsements are genuine and effective, and is accompanied by an opinion
of counsel satisfactory to D.W. Group Technologies and its counsel that
such transfer has complied with the requirements of rule 144, as the case
may be, D.W. Group Technologies will promptly instruct its transfer agent
to register such transfer and to issue one or more new certificates
representing such shares to the transferee and, if appropriate under the
provisions of rule 144, as the case may be, free of any stop transfer
order or restrictive legend. The provisions of this Section 6.07 shall
survive the Closing and the consummation of the transactions contemplated
by this Agreement for a period of two years.
(d) The shareholders of D.W. Group Technologies as of the date of this
Agreement, as well as those receiving D.W. Group Technologies Common Stock
pursuant to this Agreement, are intended third-party beneficiaries of this
Section 6.07.
6.08 New Board of Directors and Officers. Upon closing of the transactions
contemplated by this Agreement, the current board of directors and officers of
D.W. Group Technologies shall resign and in their place nominees of Shopmama.com
shall be appointed, subject to the approval of the suitability and
qualifications of such nominees.
6.09 D.W. Group Technologies Capitalization For a period of eighteen months
from the Closing Date, D.W. Group Technologies will not engage in any reverse
split of its issued and outstanding Common Stock without the prior written
approval of the holders of a majority in interest of the issued and outstanding
D.W. Group Technologies Common Stock on the date of this Agreement.
ARTICLE VII
MISCELLANEOUS
7.01 Brokers. Except as provided herein, D.W. Group Technologies and
Shopmama.com agree that there were no finders or brokers involved in bringing
the parties together or who were instrumental in the negotiation, execution, or
consummation of this Agreement. Further, D.W. Group Technologies and
Shopmama.com each agree to indemnify the other against any claim by any third
person for any commission, brokerage, or finder's fee or other payment with
respect to this Agreement or the transactions contemplated hereby based on any
alleged agreement or understanding between such party and such third person,
whether express or implied, from the actions of such party.
<PAGE>
The covenants set forth in this section shall survive the Closing Date and the
consummation of the transactions herein contemplated.
7.02 No Representation Regarding Tax Treatment. No representation or
warranty is being made by any party to any other regarding the treatment of this
transaction for federal or state income taxation. Each party has relied
exclusively on its own legal, accounting, and other tax adviser regarding the
treatment of this transaction for federal and state income taxes and on
representation, warranty, or assurance from any other party or such other
party's legal, accounting, or other adviser.
7.03 Governing Law. This Agreement shall be governed by, enforced and
constructed under and in accordance with the laws of the State of Nevada.
7.04 Notices. Any notices or other communications required or permitted
hereunder shall be sufficiently given if personally delivered, if sent by
facsimile or telecopy transmission or other electronic communication confirmed
by registered or certified mail, postage prepaid, or if sent by prepaid
overnight courier addressed as follows:
If to D.W. Group Technologies Inc. to: If to Shopmama.com, to:
Kevin Turney, President Michael Burns, President
D.W. Group Technologies, Inc. Shopmama.com, Inc.
777 W. Main St. 500 N. Broadway Suite 142
Hendersonville, TN 37076 Jericho, New York 11753
Fax: (615)264-5982 Fax: (516) 591-0643
or such other addresses as shall be furnished in writing by any party in the
manner for giving notices, hereunder, and any such notice or communication shall
be deemed to have been given as of the date so delivered or sent by facsimile or
telecopy transmission or other electronic communication, or one day after the
date so sent by overnight courier.
7.05 Attorney's Fees. In the event that any party institutes any action or
suit to enforce this Agreement or to secure relief from any default hereunder or
breach hereof, the breaching party or parties shall reimburse the non-breaching
party or parties fro all costs, including reasonable attorneys fees, incurred in
connection therewith and in enforcing or collecting any judgment rendered
therein.
7.06 Schedules / Knowledge. Whenever in any section of this Agreement
reference is made to information set forth in the schedules provided by D.W.
Group Technologies or Shopmama.com such reference is to information specifically
set forth in such schedules and clearly marked to identify the section of this
Agreement to which the information relates. Whenever any representation is made
to the "knowledge" of any party, it shall be deemed to be a representation that
no officer or director of such party, after reasonable investigation, has any
knowledge of such matters.
<PAGE>
7.07 Entire Agreement. This Agreement represents the entire agreement
between the parties relating to the subject matter hereof. All previous
agreements between the parties, whether written or oral, have been merged into
this Agreement. The Agreement alone fully and completely expresses the agreement
of the parties relating to the subject matter hereof. There are no other courses
of dealing, understandings, agreements, representations, or warranties, written
or oral, except as set forth herein.
7.08 Survival Termination. The representations, warranties, and covenants
of the respective parties shall survive the Closing Date and the consummation of
the transactions herein contemplated for a period of six months from the Closing
Date, unless otherwise provided herein.
7.09 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which taken
together shall be but a single instrument.
7.10 Amendment or Waiver. Every right and remedy provided herein shall be
cumulative with every other right and remedy, whether conferred herein, at law,
or in equity, and such remedies may be enforced concurrently, and no waiver by
any party of the performance of any obligation by the other shall be construed
as a waiver of the same or any other default then, theretofore, or thereafter
occurring or existing. At any time prior to the Closing Date, this Agreement may
be amended by a writing signed by all parties hereto, with respect to any of the
terms contained herein, and any term or condition of this Agreement may be
waived or the time for performance thereof may be extended by a writing signed
by the party or parties for whose benefit the provision is intended.
<PAGE>
IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to
be executed by their respective officers, hereunto duly authorized, as of the
date first above written.
D.W. GROUP TECHNOLOGIES, INC. SHOPMAMA.COM, INC.
A Nevada Corporation A Nevada corporation
By: /s/ Kevin Turney, Pres By: /s/ Michael Burns, President
--------------------------------- ---------------------------------
Kevin Turney, President Michael Burns, President
STATE OF Tenn )
-------------
COUNTY OF Davidson )
------------
On this 28th day of March, 2000, personally appeared before me Kevin
Turney, whose identity is personally known to me and who by me duly sworn, did
say that he is the President of D.W. Group Technologies, Inc. and that said
document was signed by him on behalf of said corporation by authority of its
bylaws, and said Kevin Turney acknowledged to me that said corporation executed
the same.
/s/ illegible
-----------------------------
NOTARY PUBLIC
My Commission Expires MAR 23, 2002
STATE OF Tenn )
-------------
COUNTY OF Davidson )
------------
On this 28th day of March, 2000, personally appeared before me Michael
Burns, whose identity is personally known to me and who by me duly sworn, did
say that he is the President of Shopmama.com, Inc., and that said document was
signed by him of behalf of said corporation by authority of its bylaws, and said
Michael Burns acknowledged to me that said corporation executed the same.
/s/ illegible
-----------------------------
NOTARY PUBLIC
My Commission Expires MAR 23, 2002
27
<PAGE>
Exhibit A-1
Shopmama.com, Inc.
List of Shareholders
Number of D.W. Group
Number of Shopmama.com Shares to be received
Name of Shareholder Shares owned in exchange
------------------- ------------ -----------
Michael Burns 1,500,000 1,500,000
William Utley 1,500,000 1,500,000
Total Shares 3,000,000 3,000,000
