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E-PAWN.COM - CELEXX
INVESTMENT AGREEMENT
THIS AGREEMENT is made on March 10, 2000 by and between
E-Pawn.com, Inc., a Nevada corporation with offices in Coral Springs,
Florida ("EPWN"), and
CeleXx CORPORATION, a Nevada corporation with offices in Boca Raton,
Florida ("CLXX").
RECITALS
WHEREAS, EPWN is a diversified internet services company with
multi-dimensional capabilities as a internet portal, e-commere software and
program developer, and with online auction and marketing expertise which
desires to expand its business interests through strategic alliances and
investments; and
WHEREAS, CLXX is a diversified services company in the information
technology industry with expertise in internet and computer based training
and corporate management services which desires to expand its alliances with
internet companies; and
WHEREAS, EPWN and CLXX have mutual development interests and EPWN
desires to acquire equity in CLXX,
NOW, THEREFORE, in consideration for the promises and actions to be
taken as provided herein, EPWN and CLXX agree as follows:
1. PURCHASE OF CLXX COMMON STOCK. EPWN shall purchase 1,000,000
shares of common stock of CLXX at $5.00 per share. The shares shall be
delivered as fully paid, non-assessable shares against payment for the shares.
2. PAYMENT FOR THE SHARES OF COMMON STOCK. The purchase of 500,000
shares shall occur not later than 30 days from the date of this Agreement.
The balance of 500,000 shares shall be purchased within 90 days of the date
of this Agreement.
3. STOCK FOR STOCK INVESTMENT AND EXCHANGE. On the date of the final
funding of the purchase of the 1,000,000 shares of CLXX common stock and for
a period of one year from the final funding date, EPWN shall have the right
to acquire additional shares of common
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stock of CLXX with a market value of $50,000,000 based on the average over 10
trading days before the notice of exercise of the exchange right of the
median between the bid and ask price quoted for the shares by the three
largest market makers of the CLXX stock. As consideration for the acquisition
of the CLXX stock, EPWN shall deliver $50,000,000 in market value of its
common stock determined by the same method as the determination of the number
of shares of CLXX above.
4. DUPLICATION OPTION. After the completion of the transactions
described in paragraphs 1 through 3 above, EPWN shall have the right and option
at any time for up to one year following the completion of the initial
transactions to repeat the transaction by purchasing 1,000,000 shares at the
market bid price on the date of electing to exercise the option. The exchange of
the $50,000,000 in market value of common shares shall also be followed on the
same terms as paragraph 3.
5. CORPORATE GOVERNANCE. After the purchase of the initial 500,000
shares, EPWN and CLXX shall each nominate a person to serve as a director of the
other company.
6. ADJUSTMENT FOR RECAPITALIZATION. In the event that either party
causes the common stock to be modified by any recapitalization, dividend, split
or similar organic change, then the shares to be delivered or exchanged shall be
adjusted to a number equivalent to the number of shares that would have been
exchanged under this Agreement but for the recapitalization or organic change.
7. MANAGEMENT AGREEMENT. EPWN shall enter into a management services
agreement with CLXX. Under the Agreement, CLXX shall become responsible for
general administration, mergers and acquisitions, accounting and legal services,
website design and internet services for EPWN and its operating subsidiaries and
affiliates.
8. INVESTMENT REPRESENTATIONS. EPWN and CLXX represent and warrant to
each other respectively the following:
a. Each Party is acquiring the shares exchanged, delivered, and acquired for
investment purposes and not with a view to redistribution.
b. Each Party acquiring shares is familiar with the business and affairs of
the EPWN and CLXX respectively and each Party has had the opportunity to
ask any question of the officers of the respective companies that the Party
deems necessary for the purpose of making an informed investment decision.
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c. Each Party understands and has conducted an independent review evaluating
the merits and risks of an investment in the shares of EPWN and CLXX,
including the tax consequences of the exchange and investment.
d. Each Party understands that no agency has rendered any finding relating to
the fairness of the transaction.
9. RESTRICTIONS AND REGISTRATION RIGHTS. The shares of E-Pawn and CLXX and
the transactions in the shares offered for the exchanges provided in this
Agreement have not be registered with either the Securities & Exchange
Commission or any state regulatory authority. Each Party receiving shares shall
have the right to request that the issuing company register the shares. The
company will use its best efforts to effect the registration under the
Securities Act. All costs will be paid by the issuer, but any selling costs will
be borne by the selling shareholder.
10. PRE-CLOSING COVENANTS. The Parties agree as follows with respect to the
period between the execution of this Agreement and the Closing:
a. Each of the Parties will use his or its reasonable best efforts to take all
action and to do all things necessary in order to consummate and make
effective the transactions contemplated by this Agreement.
b. EPWN and CLXX shall grant to representatives of each company full access at
all reasonable times to their books, records, property and personnel for
the purpose of concluding a due diligence review.
c. None of the Parties will solicit, initiate, or encourage the submission of
any proposal or offer from any person not a party to this Agreement
relating to the acquisition and exchange contemplated by this Agreement.
d. EPWN and CLXX shall have filed all required documents with the Securities
and Exchange Commission and other regulatory agencies and each shall be
current with the all regulatory and tax authorities with all forms and
filings.
11. CLOSING. The closing of the transactions contemplated by this Agreement
shall take place in the offices of CLXX in Boca Raton, Florida. The closing
shall occur on or before March 31, 2000.
12. EXPENSES AND BROKERS. Each Party shall bear its own costs and fees
incurred in connection with this Agreement. No Party has an obligation to pay
any broker or finder in connection with the transactions associated with the
exchange of shares.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first written above.
E-PAWN.COM, INC. CELEXX CORPORATION
By /s/ Eli Leibowitz By /s/ Douglas H. Forde
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Eli Leibowitz, President Douglas H. Forde, President
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AMENDMENT and EXTENSION of
INVESTMENT AGREEMENT and
NOTICE of EXERCISE of OPTION
Reference is made to the Investment Agreement between E-Pawn.com, Inc. and
CeleXx Corporation dated March 10, 2000.
The Investment Agreement is amended as follows:
1. Paragraph 2 is amended to provide that EPWN shall purchase 1,000,000 shares
of common stock of CLXX by arranging for the transfer and delivery to the
account of CLXX of 1,000,000 shares of EPWN common stock which is free
trading. The delivery satisfies the payment for the 1,000,000 shares of
CLXX which will be transferred to EPWN.
2. EPWN gives notice of its exercise of the option referred to in paragraph 3
of the Investment Agreement to exchange $50,000,000 market value of EPWN
common stock for $50,000,000 market value of CLXX common stock. EPWN and
CLXX agree that the exchange shall be effected by delivery and exchange of
10,000,000 shares of EPWN common stock for 12,000,000 shares of CLXX common
stock.
3. CLXX board of directors shall elect Eli Leibowitz as a director of CLXX at
the next opportunity for a meeting or consent.
4. All other terms of the Investment Agreement shall remain in full force and
effect as originally agreed.
Signed this April 3, 2000.
E-PAWN.COM, INC. CELEXX CORPORATION
By /s/ Eli Leibowitz By /s/ Douglas H. Forde
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Eli Leibowtiz, President Douglas H. Forde, President
