UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported): July 19, 2005
W3 GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-27083 84-1108035
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporatio) Number Identification Number)
60 East 42nd Street, Suite 1163, New York, NY 10165
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(Address of Principal Executive Offices)
(212) 750-7878
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(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (SEE General Instruction A.2. below:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On July 19, 2005, W3 Group, Inc. (the "Company"), Aftersoft Group, Inc., a
Delaware corporation ("Aftersoft") and Auto Data Network, Inc., a Delaware
corporation and the sole shareholder of Aftersoft (the "Aftersoft
Shareholder") entered into an Acquisition Agreement (the "Agreement")
pursuant to which the Company will acquire all of the outstanding shares of
common stock of Aftersoft in exchange for the issuance by the Company to the
Aftersoft Shareholder of 32,500,000 newly-issued shares of common stock of
the Company, par value $.0001 per share (the "Common Stock"). It is
anticipated that following the consummation of the transaction, the current
shareholders of the Company will own approximately 4.7% of the total
outstanding shares.
The consummation of the transaction is subject to the satisfaction of
customary conditions in similar transactions, including requisite consents,
the truth and accuracy of the parties' respective representations and
warranties, the absence of any pending litigation seeking to restrain or
invalidate the transaction and the lack of any material adverse changes
since the execution and delivery of the Agreement.
The Agreement also contemplates that concurrent with the closing of the
transaction, (a) the Board of Directors of the Company will appoint
new directors as designated by the Aftersoft Shareholders and shall
thereafter resign with such newly appointed directors to fill such posts
until the next annual election of directors; and (b) all current officers of
the Company shall resign from their positions with the Company, with new
officers to be appointed by the new Board members.
The foregoing summary of the terms and conditions of the Agreement does not
purport to be complete and is qualified in its entirety by reference to the
full text of the Agreement attached as Exhibit 10.1 hereto and incorporated
herein by reference.
Aftersoft is in the automotive software business and provides a broad range
of supply chain management solutions to automotive parts manufactures,
distributors and retailers.
Item 5.01 Changes in Control of Registrant.
See Item 1.01 above.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit 10.1. Acquisition Agreement dated July 19, 2005 by and between W3
Group, Inc., Aftersoft Group, Inc. and Auto Data Network, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 22, 2005 W3 GROUP, INC., A Delaware Corporation
(Registrant)
By: /s/ Robert Gordon
Robert Gordon
President
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Exhibit 10.1
ACQUISITION AGREEMENT
This Agreement, entered into and effective the 19th day of July, 2005,
by, between and among W3 Group, Inc., a corporation organized under the laws
of the State of Delaware (hereinafter the "Purchaser"), Aftersoft Group,
Inc., a Delaware corporation (hereinafter the "Company") and Auto Data
Network, Inc., the shareholder of the Company ("the Shareholder").
Witnesseth:
WHEREAS, Purchaser wishes to acquire, and Shareholder is willing
to exchange, all of the outstanding stock of the Company in exchange for
common stock of the Purchaser;
NOW, THEREFORE, in consideration of the mutual terms and covenants set
forth herein, Purchaser and Shareholder approve and adopt this Acquisition
Agreement and mutually covenant and agree with each other as follows:
ARTICLE I
Shares to be Transferred and Shares to be Issued
1. a. On the Closing Date, as that term is hereinafter defined, the
Shareholder shall transfer to Purchaser certificates for the number of
shares of the common stock of the Company described in Schedule "A",
attached hereto and incorporated herein, which, in the aggregate, shall
represent all of the issued and outstanding shares of stock of the Company.
Such certificates shall be duly endorsed in blank by Shareholder or
accompanied by duly executed stock powers in blank with signatures
guaranteed. Alternatively, the shareholders may assign their rights to the
shares if the shares have not been physically issued in the form of stock
certificates, or if the certificates have been lost.
b. In exchange for the transfer of the common stock of the Company
pursuant to sub-section 1.a. hereof, Purchaser shall on the Closing Date and
contemporaneously with such transfer of the common stock of the Company to
it by the Shareholder, or rights thereto, issue and deliver to the
Shareholder the number of shares of common stock of the Purchaser specified
on Schedule "B" hereof. (See Paragraph 9.03 (e)).
2. The parties intend that this acquisition and exchange of shares is to
be a "tax free" exchange/transaction pursuant to Section 368(a)(1)(b) of the
Internal Revenue Code of the United States.
ARTICLE II
Representations and Warranties of Shareholder
2.01 Ownership of Stock.
Shareholder is the record owners and holders of the number of fully paid and
non-assessable shares of the Company listed in Schedule "A" hereto as of the
date hereof and will continue to own such shares until the delivery thereof
to the Purchaser on the Closing Date and all such shares of stock are or
will be, on the Closing Date, owned free and clear of all liens,
encumbrances, charges and assessments of every nature and subject to no
restrictions with respect to transferability, except those restrictions
imposed by the Securities Act of 1933, as amended (the "Securities Act").
The Shareholder will have full power and authority to assign and transfer
their shares of the Company in accordance with the terms hereof.
ARTICLE III
Representations and Warranties of the Company and the Shareholder
3.01 Capitalization
Except for this Agreement, there are no outstanding options, contracts,
calls, commitments, agreements or demands of any character relating to the
stock of the Company owned by Shareholder.
3.02 Organization and Authority.
(a) The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware, with all requisite
corporate power and authority to own, operate and lease its properties and
to carry on its business as now being conducted, is duly qualified and in
good standing in every jurisdiction in which the property owned, leased or
operated by it, or the nature of the business conducted by it, makes such
qualification necessary to avoid material liability or material interference
in its business operations, and is not subject to any agreement, commitment
or understanding which restricts or may restrict the conduct of its business
in any jurisdiction or location. The Company is presently qualified to do
business in the States of Delaware and New York.
(b) The outstanding shares of the Company are legally and validly issued,
fully paid and non-assessable.
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(c) The Company does not own five percent (5%) or more of the outstanding
stock of any corporation, except as listed on the Disclosure Statement.
(d) The minute book of the Company made available to Purchaser contains
complete and accurate records of all meetings and other corporate actions of
the shareholders and the Board of Directors (and any committee thereof) of
the Company.
(e) The Disclosure Statement contains a list of the officers, directors
and shareholders of the Company and copies of the articles of incorporation
and by-laws currently in effect of the Company.
(f) The execution and delivery of this Agreement does not, and the
consummation of the transaction contemplated hereby will not, subject to the
approval and adoption by the Shareholder, violate any provision of the
certificate/articles of incorporation or bylaws of the Company, or any
provisions thereof, or result in the acceleration of any obligation under,
any mortgage, lien, lease, agreement, instrument, court order, arbitration
award, judgment or decree to which the Company is a party, or by which it is
bound, and will not violate any other restriction of any kind or character
to which it is subject.
(g) The authorized capital stock of the Company consists of One Thousand
Five Hundred (1,500) shares of common stock, $0.001 par value, all of which
shares are or will be issued and outstanding at the time of closing.
3.06 Taxes. All federal, foreign, county and local income, ad valorem,
excise, profits, franchise, occupation, property, sales, use gross receipts
and other taxes (including any interest or penalties relating thereto) and
assessments which are due and payable have been duly reported, fully paid
and discharged as reported by the Company, and there are no unpaid taxes
which are, or could become a lien on the properties and assets of the
Company, except as provided for in the financial statements of their date,
or have been incurred in the normal course of business of the Company since
that date. All tax returns of any kind required to be filed have been filed
and the taxes paid or accrued.
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ARTICLE IV
Representations and Warranties of Purchaser
Purchaser represents and warrants as follows, such representations and
warranties to be true and correct both at the date hereof and at the
closing, unless otherwise indicated:
4.01 Organization and Authority.
The Purchaser is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, with full power and
authority to enter into and perform the transactions contemplated by this
Agreement, and with all requisite corporate power and authority to own,
operate and lease its properties and to carry on its business as now being
conducted, is duly qualified and in good standing in every jurisdiction in
which the property owned, leased or operated by it, or the nature of the
business conducted by it, makes such qualification necessary to avoid
material liability or material interference in its business operations, and
is not subject to any agreement, commitment or understanding which restricts
or may restrict the conduct of its business in any jurisdiction or location.
The Purchaser is presently qualified to do business Delaware.
(a) The outstanding shares of the Purchaser are legally and validly
issued, fully paid and non-assessable.
(b) The Purchaser does not own five percent (5%) or more of the
outstanding stock of any corporation, except as listed on the Disclosure
Statement.
(c) The minute book of the Purchaser made available to the Company and
Shareholder contains complete and accurate records of all meetings and other
corporate actions of the shareholders and the Board of Directors (and any
committee thereof) of the Purchaser.
(d) The Disclosure Statement contains a list of the officers, directors
and shareholders of the Purchaser and copies of the articles of
incorporation and by-laws currently in effect of the Purchaser.
(e) The execution and delivery of this Agreement does not, and the
consummation of the transaction contemplated hereby will not violate any
provision of the certificate/articles of incorporation or bylaws of the
Purchaser, or any provisions thereof, or result in the acceleration of any
obligation under, any mortgage, lien, lease, agreement, instrument, court
order, arbitration award, judgment or decree to which the Purchaser is a
party, or by which it is bound, and will not violate any other restriction
of any kind or character to which it is subject.
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(f) The authorized capital stock of the Purchaser consists of 110
million (110,000,000) shares of which 100 Million (100,000,000) shares are
common stock, $.0001 par value, and 10 Million (10,000,000) shares are
preferred stock $.0001 par value. After giving effect to the transactions
contemplated by this Agreement, at closing, approximately thirty four
million one hundred thousand nine hundred seven (34,100,907) shares of
common stock will be issued and outstanding and no shares of preferred stock
will be issued and outstanding.
(g) Purchaser represents that at the time of closing it will have no
assets or liabilities other than that which is reflected in its audited
financial statements.
(h) Purchaser represents that at the time of closing it will have taken
all necessary steps to comply with all applicable state and federal
securities laws and regulations and that, to the knowledge of the Purchaser,
at the time of closing, there will not be any litigation, arbitration,
governmental or other proceeding (formal or informal), claim or
investigation pending or threatened, with respect to the Purchasers
compliance with any and all applicable securities laws and regulations.
(i) At the time of closing, without taking into account any of the new
Shareholder, Purchaser shall have approximately 391 shareholders.
(j) Purchaser is in compliance with all laws and regulations,
including, without limitation, securities laws; Purchaser has made all
filings, reports and registrations, and furnished all notices or
notifications, required to be filed or made under applicable securities laws
(all of the foregoing, "SEC Reports"); and all of Purchaser's SEC Reports
comply as to form and substance with applicable securities laws and none
contains a material misstatement of fact or omits to state a fact the
omission of which would be materially misleading.
4.02 Performance of This Agreement. The execution and performance of this
Agreement and the issuance of its shares of common stock contemplated hereby
has been authorized by the board of directors of Purchaser.
4.03 Legality of Shares to be Issued. The shares of common stock of
Purchaser to be delivered pursuant to this Agreement, when so delivered,
will have been duly and validly authorized and issued by Purchaser and will
be fully paid and non-assessable.
4.04 No Covenant as to Tax Consequences. It is expressly understood and
agreed that neither Purchaser nor its officers or agents has made any
warranty or agreement, expressed or implied, as to the tax consequences of
the transactions contemplated by this Agreement or the tax consequences of
any action pursuant to or growing out of this Agreement.
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ARTICLE V
Covenants of Parties
5.01 Access to Information. Each party to this Agreement and its
authorized representatives shall have full access during normal business
hours without undue disruption of business to all properties, books,
records, contracts and documents of the other party as reasonably necessary
for the purpose of due diligence in connection with this Agreement, and each
party shall furnish or cause to be furnished to the other party and its
authorized representative all information with respect to its affairs and
business as the other party may reasonably request for such purpose, in each
case subject to customary confidentiality agreements.
5.02 Actions Prior to Closing. From and after the date of this Agreement
and until the Closing Date, neither the Purchaser nor the Company shall
materially alter its business.
ARTICLE VI
Conditions Precedent to Purchaser's Obligations
Each and every obligation of Purchaser to be performed on the Closing
Date shall be subject to the satisfaction of the Purchaser of the following
conditions:
6.01 Truth of Representations and Warranties. The representations and
warranties made by the Company and Shareholder in this Agreement or given
on its behalf hereunder shall be substantially accurate in all material
respects on and as of the Closing Date with the same effect as though such
representations and warranties had been made or given on and as of the
Closing Date.
6.02 Compliance with Covenants. Shareholder shall have performed and
complied with all obligations under this Agreement which are to be performed
or complied with by them prior to or on the Closing Date, including the
delivery of the closing documents specified hereafter.
6.03 Absence of Suit. No action, suit or proceedings before any court or
any governmental or regulatory authority shall have been commenced or
threatened and, no investigation by any governmental or regulatory authority
shall have been commenced, against the Shareholder, the Company or any of
the affiliates, associates, officers or directors of any of them, seeking to
restrain, prevent or change the transactions contemplated hereby, or
questioning the validity or legality of any such transactions, or seeking
damages in connection with any of such transactions.
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6.04 Receipt of Approvals, Etc. All approvals, consents and/or waivers
that are necessary to effect the transactions contemplated hereby shall have
been received.
6.05 No Material Adverse Change. As of the Closing Date there shall not
have occurred any material adverse change which materially impairs the
ability of the Company to conduct its business or the earning power thereof
on the same basis as in the past.
6.06 Accuracy of Financial Statement. Purchaser and its representatives
shall be satisfied as to the accuracy of all balance sheets, statements of
income and other financial statements of the Company furnished to Purchaser
herewith.
6.07 Proceedings and Instruments Satisfactory; Certificates. All
proceedings, corporate or otherwise, to be taken in connection with the
transactions contemplated by this Agreement shall have occurred and all
appropriate documents incident thereto as Purchaser may reasonably request
shall have been delivered to Purchaser. The Company and the Shareholder
shall have delivered certificates in such detail as Purchaser may request as
to compliance with the conditions set forth in this Article VI.
ARTICLE VII
Conditions Precedent to Obligations
of the Company and Shareholder
Each and every obligation of the Company and shareholders to be performed
on the Closing Date shall be subject to the satisfaction prior thereto of
the following conditions:
7.01 Truth of Representations and Warranties. The representations and
warranties of Purchaser contained in this Agreement shall be true at and as
of the Closing Date as though such representations and warranties were made
at and as of the transfer date.
7.02 Purchaser's Compliance with Covenants. Purchaser shall have performed
and complied with its obligations under this Agreement which are to be
performed or complied with by it prior to or on the Closing Date.
7.03 Absence of Suit. No action, suit or proceedings before any court or
any governmental or regulatory authority shall have been commenced or
threatened and, no investigation by any governmental or regulatory authority
shall have been commenced against Purchaser, or any of the affiliates,
associates, officers or directors of the Purchaser seeking to restrain,
prevent or change the transactions contemplated hereby, or questioning the
validity or legality of any such transactions, or seeking damages in
connection with any of such transactions.
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7.04 Receipt of Approvals, Etc. All approvals, consents and/or waivers
that are necessary to effect the transactions contemplated hereby shall have
been received.
7.05 No Material Adverse Change. As of the Closing Date there shall not
have occurred any material adverse change which materially impairs the
ability of the Purchaser to conduct its business or the earning power
thereof on the same basis as in the past.
7.06 Accuracy of Financial Statements. The Company and the Shareholders
shall be satisfied as to the accuracy of all balance sheets, statements of
income and other financial statements of the Purchaser furnished to the
Company herewith.
7.07 Proceedings and Instruments Satisfactory; Certificates. All
proceedings, corporate or otherwise, to be taken in connection with the
transactions contemplated by this Agreement shall have occurred and all
appropriate documents incident thereto as the Company may reasonably request
shall have been delivered to the Company. The Purchaser shall have delivered
certificates in such detail as the Shareholder may request as to compliance
with the conditions set forth in this Article VII.
ARTICLE VIII
Securities Act Provisions
8.01 Restrictions on Disposition of Shares. Shareholder covenant and
warrant that the shares of common stock being received are being acquired
for their own accounts and not with the present view towards the
distribution thereof and they will not dispose of such shares except (i)
pursuant to an effective registration statement under the Securities Act or
(ii) in any other transaction which, in the opinion of counsel, reasonably
acceptable to Purchaser, is exempt from registration under the Securities
Act.In order to effectuate the covenants of this sub-section, an appropriate
endorsement will be placed upon each of the certificates of common stock of
the Purchaser at the time of issuance of such shares pursuant to this
Agreement, and stop transfer instructions consistent therewith shall be
placed with the transfer agent for the securities.
8.02 Notice of Limitation Upon Disposition. Each Shareholder is aware
that the shares issued pursuant to this Agreement will not have been
registered pursuant to the Securities Act; and, therefore, under current
interpretations and applicable rules, the Shareholder will have to retain
such shares for a period of at least one year and at the expiration of such
one year period sales may be confined to brokerage transactions of limited
amounts requiring certain notification filings with the Securities and
Exchange Commission (the "SEC") and such disposition may be available only
if the Purchaser is current in its filings with the SEC under the Securities
Exchange Act of 1934, as amended, or other public disclosure requirements,
and the other limitations imposed thereby on the disposition of shares of
the Purchaser. Additionally, "affiliates" owning shares will be subject to
additional restrictions limiting sales. Notwithstanding the foregoing, the
Purchaser hereby agrees to prepare and file a resale registration statement
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covering the shares issued to the Shareholder upon request by the
Shareholder following the Closing in order to permit the Shareholder
to distribute the shares to their own respective shareholders. This is
a covenant of Purchaser which is a material part of the inducement to the
Shareholder to enter into this Agreement.
8.03 Limited Public Market for Common Shares. The Shareholder
acknowledges that the public trading market for the shares of common stock
being issued pursuant to this Agreement is limited and there is no
assurance that an active trading market will develop.
ARTICLE IX
Closing
9.01 Time. The closing of this transaction ("closing") shall be effective
on the date set by the parties hereto, on or after 20 days from the mailing
of an Information Statement that the Purchaser shall mail to its
shareholders. Such date is referred to in this agreement as the "Closing
Date."
9.02 Documents To Be Delivered by Shareholder. At the closing, the
Shareholder shall deliver to Purchaser the following documents:
(a) Certificates or assignments for all shares of stock of the Company
in the manner and form required by sub-section 1.01 hereof.
(b) A certificate signed by the President of the Company that the
representations and warranties made by the Company in this Agreement are
true and correct on and as of the Closing Date with the same effect as
though such representations and warranties had been made on or given on and
as of the Closing Date and that Shareholder has performed and complied with
all of its obligations under this Agreement which are to be performed or
complied with by or prior to or on the Closing Date.
(c) A copy of the by-laws of the Company certified by its secretary and
a copy of the certificate of incorporation of the Company.
(d) Certificates or letters from Shareholder evidencing the taking of
the shares in accordance with the provisions of this agreement and their
understanding of the restrictions thereunder.
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(e) Such other documents of transfer, certificates of authority and
other documents as Purchaser may reasonably request.
(f) A certified copy of the duly adopted resolutions of the board of
directors of the Company authorizing or ratifying the execution and
performance of this Agreement and authorizing or ratifying the acts of its
officers and employees in carrying out the terms and provisions thereof.
(g) Documents for the appointment of new directors and officers and the
resignation of current directors and officers.
9.03 Documents To Be Delivered by Purchaser. At the closing Purchaser
shall deliver to Shareholder the following documents:
(a) Certificates for the number of shares of common stock of Purchaser
as determined in Article I, sub-section1.b. hereof.
(b) A certified copy of the duly adopted resolutions of the board of
directors of Purchaser authorizing or ratifying the execution and
performance of this Agreement and authorizing or ratifying the acts of its
officers and employees in carrying out the terms and provisions thereof.
(c) A certificate signed by the President of the Purchaser that the
representations and warranties made by the Purchaser in this Agreement are
true and correct on and as of the Closing Date with the same effect as
though such representations and warranties had been made on or given on and
as of the Closing Date and that the Purchaser has performed and complied
with all of their obligations under this Agreement which are to be performed
or complied with by or prior to or on the Closing Date.
(d) Documents for the appointment of new directors and officers and the
resignation of current directors and officers.
(e) Confirmation that the Purchaser has no assets and no liabilities
and that with the issuance of 32,500,000 shares to the Shareholder, there
will be approximately 34,100,907 shares of common stock issued and
outstanding.
ARTICLE X
Termination and Abandonment
This Agreement may be terminated and the transaction provided for by this
Agreement may be abandoned without liability on the part of any part to
any other, at any time before the Closing Date, or on a post closing basis
as provided previously herein:
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(a) By mutual consent of Purchaser and the Shareholder;
(b) By Purchaser if any of the conditions provided for in Article VI of
this Agreement have not been met and have not been waived in writing by
Purchaser thirty (30) days from the date herefo.
(c) By the Company if any of the conditions provided for in Article VII
of this Agreement have not been met and have not been waived in writing by
the Company thirty (30) days from the date hereof.
In the event of termination and abandonment by any party as above
provided in this Article, written notice shall forthwith be given to the
other party, and each party shall pay its own expenses incident to
preparation for the consummation of this Agreement and the transactions
contemplated hereunder.
ARTICLE XI
Miscellaneous
1. Notices. All notices, requests, demands and other communications
hereunder shall be deemed to have been duly given, if delivered by hand or
mailed, certified or registered mail with postage prepaid:
(a) If to the Company or the Shareholder, to Auto Data Network Inc. at
712 Fifth Avenue, New York, NY, 10019 Reference: W3 Group Inc./Aftersoft
Group Inc., or to such other person and place as the Company shall furnish
to Purchaser in writing; or
(b) If to Purchaser, to W3 Group Inc., 60 East 42nd Street (Suite 1163),
New York, New York 10165, Attention: Robert Gordon, President or to such
other person and place as Purchaser shall furnish to Company in writing.
2 Announcements. Announcements concerning the transactions provided for
in this Agreement by either the Company or Purchaser shall be subject to the
approval of the other in all essential respects, except that the approval of
the Company shall not be required as to any statements and other information
which Purchaser may submit to its shareholders.
3. Default. Should any party to this Agreement default in any of the
covenants, conditions, or promises contained herein, the defaulting party
shall pay all costs and expenses, including a reasonable attorney's fee,
which may arise or accrue from enforcing this Agreement, or in pursuing any
remedy provided hereunder or by the statutes of the State of Delaware,
United States of America.
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4. Assignment. This Agreement may not be assigned in whole or in part by
the parties hereto without the prior written consent of the other party or
parties, which consent shall not be unreasonably withheld.
5. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, their successors and assigns.
6. Holidays. If any obligation or act required to be performed hereunder
shall fall due on a Saturday, Sunday or other day which is a legal holiday
established by the State of Delaware, such obligation or act may be
performed on the next succeeding business day with the same effect as if it
had been performed upon the day appointed.
7. Computation of Time. The time in which any obligation or act provided
by this Agreement is to be performed is computed by excluding the first day
and including the last, unless the last day is a holiday, in which event
such day shall also be excluded.
8. Governing Law and Venue. This Agreement shall be governed by and
interpreted pursuant to the laws of the State of Delaware. However, any
action to enforce the provisions of this Agreement shall be brought in a
court of competent jurisdiction within the State of New York and in no
other place.
9. Partial Invalidity. If any term, covenant, condition or provision of
this Agreement or the application thereof to any person or circumstance
shall to any extent be invalid or unenforceable, the remainder of this
Agreement or application of such term or provision to persons or
circumstances other than those as to which it is held to be invalid or
unenforceable shall not be affected thereby and each term, ovenant,
condition or provision of this Agreement shall be valid and shall be
enforceable to the fullest extent permitted by law.
10. No Other Agreements. This Agreement constitutes the entire Agreement
between the parties and there are and will be no oral representations which
will be binding upon any of the parties hereto.
11. Rights are Cumulative. The rights and remedies granted hereunder shall
be in addition to and cumulative of any other rights or remedies provided
under the laws of the State of Delaware.
12. Waiver. No delay or failure in the exercise of any power or right
shall operate as a waiver thereof or as an acquiescence in default.
No single or partial exercise of any power or right hereunder shall preclude
any other or further exercise thereof or the exercise of any other power or
right.
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13. Survival of Covenants, Etc. All covenants, representations, and
warranties made herein to any parties or in any statement or document
delivered to any party hereto, shall survive the making of this Agreement
and shall remain in full force and effect until the obligations of such
party hereunder have been fully satisfied.
14. Further Action. The parties hereto agree to execute and deliver such
additional documents and to take such other and further action as may be
required to carry out fully the transaction(s) contemplated herein.
15. Amendment. This Agreement or any provision hereof may not be changed,
waived, terminated or discharged except by means of a written supplemental
instrument signed by the party or parties against whom enforcement of the
change, waiver, termination, or discharge is sought.
16. Headings. The descriptive headings of the various Sections or parts of
this Agreement are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.
17. Counterparts. This agreement may be executed in two or more partially
or fully executed counterparts, each of which shall be deemed an original
and shall bind the signatory, but all of which together shall constitute but
one and the same instrument, provided that Purchaser shall have no
obligations hereunder until all parties have become signatories hereto.
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IN WITNESS WHEREOF, the parties hereto executed the foregoing Acquisition
Agreement as of the day and year first above written.
W3 Group, Inc.
By /s/ Robert Gordon
--------------------
Robert Gordon, President
Attest: /s/ Gerald A. Adler
-----------------------
Aftersoft Group, Inc.
By /s/ Lee Cole
--------------------
Lee Cole, President
Attest:
-----------------------
SHAREHOLDER:
Auto Data Network, Inc.
By: /s/ Lee Cole
------------------
Lee Cole, CFO
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SCHEDULE A
Name Shares To Be Purchased
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Auto Data Network Inc 1,500 shares
Total 1,500 shares
SCHEDULE B
Name Shares To Be Issued
------------------------ -------------------------------
Auto Data Network Inc 32,500,000
Total 32,500,000