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EXHIBIT 10.21
Merger, Assignment and Shareholder
Agreement
This Merger Agreement
(hereinafter the "Agreement") is entered into effective as of this
August 15, 2007, by and among TMT Capital Corporation., a Florida
corporation (hereinafter "TMTP"), Worldwide Wireless, LLC, a
Nevada limited liability corporation (hereinafter
“WWW”), Freedom Wireless Corporation, a Florida
corporation (hereinafter “FREE”), and five individuals,
and/or through their own respective entity, Manny Vierra, Chris van
der Merwe, Jerry Berman, Mike Benkert and Steve HSV, who each
independently, desire and agree to become shareholders in the
post-merger FREE (hereinafter “Individuals”), the
owners of the outstanding pre-merger shares of common stock of TMTP
(hereinafter the "TMTP Shareholders"), the owners of the
outstanding pre-merger shares of common stock of WWW (hereinafter
the "WWW Managing Members & Shareholders"). TMTP, WWW,
FREE, and Individuals are all collectively (hereinafter named
“All Parties”), and
WHEREAS, the TMTP
Shareholders own all of the issued and outstanding common stock of
TMTP (the "TMTP Common Stock") and TMTP desires to acquire fifty
one percent (51%), representing 37,418,778 shares of the issued and
outstanding voting common stock of FREE (the “FREE Common
Stock”), and 4,000,000 stock options, at par, in FREE (the
“FREE Stock Options”) in exchange for thirty million
shares (30,000,000) of voting common stock of TMTP, thereby making
FREE a subsidiary of TMTP (hereinafter the “Merger”);
and
WHEREAS, the Individuals
shall receive, collectively, 15,000,000 TMTP stock options, at par,
as outlined in Exhibit “Q”.
WHEREAS, The Torruella Family
Trust, LLC shall receive 10,000,000 FREE stock options, at par,
Susan Stans will receive 2,000,000 FREE stock options at par,
Charly McCue shall receive 1,000,000 stock options in FREE at par,
and TMT Capital Corporation shall receive 2,000,000 stock options
at par, as part of the Merger, and as outlined in Exhibit
“Q”.
WHEREAS, the WWW Managing
Members, Members, Officers and Shareholders, collectively referred
to as “WWW” (as outlined in Exhibit “A”).
own all of the issued shares of WWW and all WWW liabilities,
potential future liabilities, all WWW assets and potential future
assets, including right, patents or assets that are tangible or
intangible (hereinafter WWW Assets & Liabilities, as outlined
in Exhibit “B”).
WHEREAS, WWW owns certain
assets and liabilities and desires and agrees to irrevocably assign
all asset rights, remedies, benefits, agreements, whether tangible
or intangible, in whole or in part, to FREE, on or before closing,
and agrees to irrevocable assign all assets to FREE, (hereinafter
“WWW Assignment Agreement” as seen in Exhibit
“C”); and
WHEREAS, Individuals, and/or
through their own respective entity, (as outlined in Exhibit
“D”) owns certain assets and liabilities (hereinafter
“Individual Assets and Liabilities” as seen in Exhibit
“E”); and desire to acquire forty nine percent (49%)
35,951,375 of the issued and outstanding voting common stock of
FREE (as seen in Exhibit “P”), in exchange to enter in
to agreements and assignments, whether in whole or in part, with
FREE and
WHEREAS, Individuals desire
and agree to irrevocably assign all asset rights, remedies,
benefits, agreements, whether tangible or intangible, in whole or
in part (hereinafter “Individual Assignment Agreements”
as outlined in Exhibit “F”) to FREE, on or before
closing, that directly relate to the FREE business plan, (as
outlined in Exhibit “G”) in exchange for FREE stock;
and
WHEREAS, Individuals desire
and agree to enter in to Confidentiality and Non-Compete
Agreements, and certain other agreements (as individually outlined
in Exhibit “I” as “Individual Documents”)
on or before closing that directly relate to the FREE business
plan, in exchange for FREE stock;
WHEREAS, TMTP agrees to
deliver thirty million shares (30,000,000) of voting common stock
to FREE upon satisfactory receipt of all WWW and Individual
Assignments, Documents & Agreements.
NOW
THEREFORE, for the mutual consideration of the mutual promises,
covenants and undertakings set forth herein and other good
and valuable consideration, the legal sufficiency of which is
hereby acknowledged, with the intent to be obligated legally and
equitably, the parties agree as follows:
1. Plan of Merger & Assignments
It is hereby agreed that 51% (37,418,778) of the issued and
outstanding capital stock of FREE shall be acquired by TMTP in
exchange for (a) 30,000,000 shares of TMTP common voting
stock (b) the WWW Documents and Assignment Agreements to FREE, and
(c) the Individual Documents & Assignments to FREE.
2. Exchange of Shares
All Parties shall agree that on the Closing Date or at the Closing
as hereinafter defined, the TMTP Common Stock shall be delivered to
FREE in exchange for the FREE Shares, and FREE shares shall be
delivered to FREE Individuals, as follows:
(a) At Closing, TMTP
shall, subject to the conditions set forth herein, issue an
aggregate of thirty million (30,000,000), shares of TMTP Common
Stock for immediate delivery to the FREE Shareholders in
exchange for thirty seven million four hundred eighteen seven
hundred seventy eight shares(37,418,778) in order for TMTP
ownership in FREE to equal fifty one(51%) of the total shares
outstanding after acquisition.
(b) At Closing, FREE shall,
subject to the conditions set forth herein, issue an aggregate of
49% (35,951,375) shares of FREE Common Stock for immediate
delivery to the Individuals in exchange for certain documents and
assignments.
3. Pre-Closing Events
The Closing is subject to the completion of the following:
(a) FREE shall have
authorized 200 million shares of $0.01 par value common stock and
on or before Closing in accordance with federal and state laws,
(b) WWW shall demonstrate to
the reasonable satisfaction to TMTP that it has no other material
assets, no liabilities contingent or fixed, and/or no third party
agreements, no other corporations or assignments, other than those
disclosed and attached hereto (hereinafter “WWW Related
Outside Business” in Exhibit “J”). WWW
swears that there are no other agreements, third party compensation
plans, affiliates, ownership agreements, assets or liabilities or
corporations, or forms of corporations, that are directly or
indirectly related to the operation of FREE, or could be construed
as in competition with FREE.. .
(c ) Individuals shall to the
reasonable satisfaction to TMTP that it has no other material
assets, no liabilities contingent or fixed, and/or no third party
agreements, no other corporations or assignments, other than those
disclosed and attached hereto (hereinafter “Individual
Related Outside Business” in Exhibit “K”).
Individuals swear that there are no other agreements, third party
compensation plans, affiliates, ownership agreements, assets or
liabilities or corporations, or forms of corporations, that are
directly or indirectly related to the operation of FREE, or could
be construed as in competition with FREE.. .
4. Other Events Occurring at Closing:
At closing, the following shall occur::
With satisfaction of all
other closing requirements, TMTP shall file an amendment to its
Articles of Incorporation with the Secretary of State of the State
of Florida effecting an amendment to its Articles of Incorporation
to reflect (a) the issuance of additional 30,000,000 voting common
shares, (b) the issuance of 30,000,000 voting common shares to
FREE; and (c) the addition of Manny Vierra to the Board of
Directors, (hereafter “TMT Closing Documents as seen in
Exhibit “L”)
5.
Other Events Occurring after Closing
After closing the following
shall occur:
(a)
Financing
Transaction: TMTP, with the cooperation of All Parties, shall
provide best efforts to obtain public and/or private company
financing, to pay for the sales, marketing, production,
inventories, payroll, infrastructure and administrative costs to
develop FREE products and services. All Parties shall
collectively develop a new Business Plan (hereinafter “The
New Plan”) to determine the amount of capital required for
executing the First Phase of The New Plan. The First Phase of
The New Plan will consist of the first six months, planned company
operating expenses, after acquiring the financing. Upon
financing acquisition TMTP will provide FREE a Note
(hereinafter the “Post-Merger Note”) in a form and
substance satisfactory to the FREE board of directors, and subject
to final documentation. All Parties agree to have The New
Plan completed, including itemization of all projected revenues and
expenses in a detailed line itemed format on or before September
30, 2007.
(b)
Subject to
approval, FREE will provide Individuals with a Note in a
predetermined amount to satisfy all FREE approved, pre-merger
expenses relating to assignments, and direct business expenses,
assets and liabilities from which FREE benefits (“Individual
Pre-Merger Expenses” as seen in Exhibit “M”).
(c)
Post-Merger Expense Reporting & Procedures: All Parties
shall collectively prepare Monthly Expense Reporting &
Procedure Rules for FREE (hereinafter “The Expense
Report”) for FREE. Immediately effective, after
closing, all FREE company expense reports shall be filled out and
submitted monthly. Any expense above $100 must be approved by
FREE in writing and/or by email format. No Individual may
enter in to any liability, expense, agreement or asset acquisition,
above $100 without seeking approval from FREE. All Parties
agree to have The Expense Report & Procedure Rules completed on
or before 30 days after closing. Final Terms of the Rules
shall be approved by the FREE Board of Directors.
(d)
Post-
Merger Individual Expenses: FREE shall post on the balance
sheet, as a Note to Individual, any FREE approved Individual
Company related expenses. Final Terms of the Notes shall be
determined by the FREE Board of Directors.
(e)
Assigned
Liabilites to FREE: FREE will guarantee payment of
approved liabilities set forth in the Closing Documents Any
payments made by Individuals, prior to finance acquisition, shall
go on the FREE balance sheet as a notes payable to Individual.
Final Terms of the Notes shall be determined by the FREE
Board of Directors.
(f)
Employee
Incentive Plan: FREE shall enter in to an employment
agreement, with certain individuals, which shall consist of base
salary, benchmark bonuses, residual commissions, stock options
and/or warrants in TMTP and FREE, health & life insurance and
401-K. The employee compensation shall begin immediately upon
financing of The Plan. Within 30 days of closing, FREE shall
establish the terms of the Employee Incentive Plan.
Final Terms of the Employee Plan shall be determined by the
FREE Board of Directors.
(g)
Employee
Start-Date: Upon The Plan funding, Manny Vierra agrees to
immediately provide his current employer no more than two
weeks termination notice, and begin working full time and
exclusively for FREE.
(h)
Buy / Sell
Agreement: TMTP will provide FREE two stock purchase right
options: (1) TMTP grants FREE first right of refusal, on any
acceptable third party purchase offer, for its common shares in
FREE. The first right of refusal will be granted to FREE
during its life as a subsidiary of TMTP, or as an IPO, post-spin
off. (2) At any point after closing and during the first 2
years, and while FREE is a subsidiary of TMTP, TMTP has the option
to sell to FREE, its shares in FREE at 100% premium to TMTP market
stock price. Market price shall be determined by the lower of
the mean average value of the TMTP stock price, as recorded, over
the previous 3 month period, or at the price per share of the last
FREE PPM completely funded at the time the offer is made. FREE will
have final veto rights on any new stock to be issued in FREE.
(i)
TMT
Capital Corporation intends to spin off FREE as a separate publicly
traded company (“IPO”), and will agree to sell, on a
post-IPO basis, 22,011,045 shares to FREE and/or to Individuals.
Benchmarks and timing for the spin off shall be determined by the
board of directors of FREE and TMTP.
(j)
On or as
soon as practicable after the Closing Date, FREE will immediately
cause to be issued, the FREE Shareholders their stock certificates
and option agreements, representing their shares of FREE Common
Stock, for which the shares of FREE Common Stock are to be
exchanged at Closing.
(k)
On or as
soon as practicable after the Closing Date, TMTP will immediately
cause to be issued, the TMTP stock certificates and option
agreements, representing their shares of TMTP Common Stock, for
which the shares of TMTP Common Stock are to be exchanged at
Closing.
(l)
All
Parties will be restricted in their sales of the TMTP & FREE
Shares and Options in accordance with the amount limitations of
Rule 144 for “insiders” or
“affiliates”.
6. Representations of
WWW:
Each WWW Managing Member & Officer hereby represents and
warrants effective this date and the Closing Date as follows:
(a)
Except as
may be noted in Exhibit "B", WWW is free from claims, liens, or
other encumbrances, and at the Closing Date and WWW will have good
title and the qualified right to transfer and dispose of such
documents, agreements and assignments;
(b)
Said WWW
Managing Member is the sole owner of the issued and outstanding WWW
Stock as set forth in Exhibit "A";
(c)
WWW is not
a party to any material pending litigation or, to its best
knowledge, any governmental investigation or proceeding, and to its
best knowledge, no material litigation, claims, assessments or any
governmental proceedings are threatened against WWW.
(d)
WWW has no
subsidiary or affiliated corporations except as described in
writing to TMTP in Exhibit “J”.
(e)
WWW has
made all material corporate financial records, minute books, and
other corporate documents, agreements and records available for
review to present management of TMTP and FREE prior to the Closing
Date, during reasonable business hours and on reasonable
notice.
(f)
All
disclosure information regarding WWW, which is to be set forth in
disclosure documents of WWW or otherwise delivered to TMTP by WWW,
for use in connection with the Merger described herein is true,
complete and accurate in all material respects.
(g)
WWW
represents that the only liabilities that exist, related to FREE
new business, are detailed on Exhibit “B”
(h)
WWW has
not entered in to any distribution or territory agreements for
related products or services, or granted any rights to products or
services other than what is detailed in Exhibit
“B”.
(i)
At
Closing, the of
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