AGREEMENT
OF A
ASSET ACQUISITION
AGREEMENT
Between
INFORMATION
ARCHITECTS CORPORATION
And
ANYWHERE INTERNET
INC
Dated May 8,
2006
AGREEMENT
THIS
AGREEMENT (hereinafter referred to as this
"Agreement") is entered into as of this 8th day of May, 2006 by and
between INFORMATION ARCHITECTS CORPORATION (IACH as to this
agreement) a North Carolina Corporation (hereinafter referred to as
“ IACH” ) and ANYWHERE INTERNET INC
(CORP as to this agreement)) a Florida (hereinafter
referred to as " CORP "), upon the following
premises:
Premises
WHEREAS
, INFORMATION
ARCHITECTS CORPORATION is a publicly held corporation organized
under the laws of North Carolina;
WHEREAS
, Management of the
constituent corporations have determined that it is in the best
interest of the parties that IACH acquire a percentage of ownership
of CORP , as defined in the attached schedules, in exchange for the
issuance of certain shares of IACH (the "Exchange).
INTENDED
NOW
THEREFORE ,
on the stated premises and for and in consideration of the mutual
covenants and agreements hereinafter set forth and the mutual
benefits to the parties to be derived here from, it is hereby
agreed as follows:
ARTICLE
I
REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF CORP
As an inducement to, and
to obtain the reliance of IACH, except as set forth on the CORP
Schedules (as hereinafter defined), CORP represents and
warrants as follows:
Section 1.01
Organization . CORP is a Corporation
duly organized, validly existing, and in good standing under the
laws of Florida and has the corporate power and is 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, including
qualification to do business as a foreign corporation in the states
or countries in which the character and location of the assets
owned by it or the nature of the business transacted by it requires
qualification, except where failure to be so qualified would not
have a material adverse effect on its business. The execution and
delivery of this Agreement does not, and the consummation of the
transactions contemplated hereby will not, violate any provision of
CORP’S Corporation documents, or otherwise to authorize the
execution and delivery of this Agreement. CORP has full power,
authority, and legal right and has taken all action required by law
and otherwise to consummate the transactions herein
contemplated.
Section 1.01
Title and Related
Matters .
CORP has good and marketable title to all of the assets free
and clear of all liens, pledges, charges, or encumbrances. CORP
owns, free and clear of any liens, claims, encumbrances, royalty
interests, or other restrictions or limitations of any nature
whatsoever, any and all products it is currently manufacturing,
including the underlying technology and data, and all procedures,
techniques, marketing plans, business plans, methods of management,
or other information utilized in connection with CORP and
CORP has not received any notice of infringement of or
conflict with asserted rights of others with respect to any
product, technology, data, trade secrets, know-how, propriety
techniques, trademarks, service marks, trade names, or copyrights
which, individually or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would have a materially
adverse effect on the business, operations, financial condition,
income, or business prospects of CORP or any material portion
of its properties, assets, or rights.
Section
1.02
Contracts
. There are no
"material" contracts, agreements, franchises, license agreements,
debt instruments or other commitments to which CORP is a party or
by which it or any of its patents, assets, products, technology, or
properties are bound other than those incurred in the ordinary
course of business (as used in this Agreement, a "material"
contract, agreement, franchise, license agreement, debt instrument
or commitment is one which (i) will remain in effect for more than
six (6) months after the date of this Agreement or (ii) involves
aggregate obligations of at least twenty five thousand dollars
($25,000);
a)
All contracts,
agreements, franchises, license agreements, and other commitments
to which CORP is a party or by which its properties are bound and
which are material to the operations of CORP taken as a whole are
valid and enforceable by CORP in all respects, except
as limited by bankruptcy and insolvency laws and by other laws
affecting the rights of creditors generally;
b)
CORP is not a party to
or bound by, and the properties of CORP are not subject to any
contract, agreement, other commitment or instrument; any charter or
other corporate restriction; or any judgment, order, writ,
injunction, decree, or award which materially and adversely
affects, the business operations, properties, assets, or condition
of CORP ; and
c)
CORP is not a party to
any agreement, contract, or indenture relating to the borrowing of
money, guaranty of any obligation, other than one on which CORP is
a primary obligor, for the borrowing of money or otherwise,
excluding endorsements made for collection and other guaranties of
obligations which, in the aggregate do not exceed more than one
year or providing for payments in excess of $25,000 in the
aggregate; (vi) collective bargaining agreement; or agreement
with any present or former officer or director of CORP.
Section 1.03
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, constitute an event of default under, or terminate,
accelerate or modify the terms of any material indenture, mortgage,
deed of trust, or other material contract, agreement, or instrument
to which CORP is a party or to which any of its
properties or operations are subject.
Section 1.04
Governmental
Authorizations . Except as set forth in the
CORP Schedules, CORP 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 hereof. 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 CORP of this Agreement and the consummation by CORP of
the transactions contemplated hereby.
Section 1.05
Valid
Obligation .
This Agreement and all agreements and other documents
executed by CORP in connection herewith constitute the valid and
binding obligation of CORP, enforceable in accordance with its or
their terms, except as may be limited by bankruptcy, insolvency,
moratorium or other similar laws affecting the enforcement of
creditors' rights generally and subject to the qualification that
the availability of equitable remedies is subject to the discretion
of the court before which any proceeding therefore may be
brought.
ARTICLE
II
REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF IACH
As an inducement to, and
to obtain the reliance of CORP and the CORP Shareholders,
IACH represents and warrants as follows:
Section 2.01
Organization . IACH is a corporation duly
organized, validly existing, and in good standing under the laws of
the North Carolina and has the corporate power and is 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, to carry on
its business in all material respects as it is now being conducted,
and except where failure to be so qualified would not have a
material adverse effect on its business, there is no jurisdiction
in which it is not qualified in which the character and location of
the assets owned by it or the nature of the business transacted by
it requires qualification The execution and delivery of this
Agreement does not, and the consummation of the transactions
contemplated hereby will not, violate any provision of IACH's
certificate of incorporation or bylaws. IACH has taken all
action required by law, its certificate of incorporation, its
bylaws, or otherwise to authorize the execution and delivery of
this Agreement, and IACH has full power, authority, and legal right
and has taken all action required by law, its certificate of
incorporation, bylaws, or otherwise to consummate the transactions
herein contemplated.
Section 2.03
Securities Filings;
Financial Statements.
(a)
IACH is required to file
forms or reports with the Securities and Exchange Commission and is
in compliance with all such requirements.
Section 2.04
Information. The information concerning
IACH set forth in this Agreement and the IACH SEC filings are
complete and accurate in all material respects and do not contain
any untrue statements 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. In
addition, IACH has fully disclosed in its filings to CORP (through
this Agreement or the IACH Schedules) all information relating to
matters involving IACH or its assets or its present or past
operations or activities which (i) indicated or may indicate, in
the aggregate, the existence of a greater than $25,000 liability or
diminution in value, (ii) have led or may lead to a competitive
disadvantage on the part of IACH or (iii) either alone or in
aggregation with other information covered by this Section,
otherwise have led or may lead to a material adverse effect on the
transactions contemplated herein or on IACH, its assets, or its
operations or activities as presently conducted or as contemplated
to be conducted after the Closing Date, including, but not limited
to, information relating to governmental, employee, environmental,
litigation and securities matters and transactions with affiliates.
Section 2.05
Absence of Certain
Changes or Events. Except as disclosed in its
filings or permitted in writing by CORP , since the date of the
most recent IACH filings:
(a)
There has not been (i)
any material adverse change in the business, operations,
properties, assets or condition of IACH or (ii) any damage,
destruction or loss to IACH (whether or not covered by insurance)
materially and adversely affecting the business, operations,
properties, assets or condition of IACH;
(b)
IACH has not (i) amended
its certificate 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 outside of the ordinary course of business or
material considering the business of IACH; (iv) made any material
change in its method of management, operation, or accounting; (v)
entered into any transactions or agreements other than in the
ordinary course of business; (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 salaried employees whose monthly
compensation exceed $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;
(c)
IACH has not (i) granted
or agreed to grant any options, warrants, or other rights for its
stock, 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 or agreed to pay any
material obligations or liabilities (absolute or contingent) other
than current liabilities reflected in or shown on the most recent
IACH balance sheet and current liabilities incurred since that date
in the ordinary course of business and professional and other fees
and expenses in connection with the preparation of this Agreement
and the consummation of the transaction contemplated hereby; (iv)
sold or transferred, or agreed
