Genie Gateway (fka GGWY)

[Pythia]

This is sec 9, I know it is lengthy, but a must read. And I believe 21 days after these bench marks are met, the R/S will take effect. I have watched and taken notes on may R/S's, this R/S is an amazing and a very interesting R/S. WWAG has gone to great lengths and expenses to insure a safe and solid transition. I believe EXCITING days are ahead.

ARTICLE 9 CONDITIONS TO AGREEMENT

9.1. Condition to Obligation of Each Party to Effect this Agreement . The respective obligations of AllCom, Gateway and WWAG to consummate the transactions contemplated herein are subject to the satisfaction or waiver in writing at or prior to the Effective Time of the following conditions.

(a) No Injunctions . No temporary restraining Order, preliminary or permanent injunction issued by any court of competent jurisdiction preventing or prohibiting the consummation of the Exchange or the other transactions contemplated herein shall be in effect; provided, however, that each party shall have used its commercially reasonable efforts to prevent the entry of such Orders or injunctions and to appeal as promptly as possible any such Orders or injunctions and to appeal as promptly as possible any such Orders or injunctions that may be entered.

(b) WWAG Stockholder Approval . This Agreement and the Exchange shall have been approved and adopted by the requisite vote of WWAG, WWAG’s stockholders in accordance with WWAG’s Certificate of Incorporation and the NRS.

9.2. Additional Conditions . The obligations of AllCom and the Gateway to consummate the transactions contemplated herein are also subject to the satisfaction or waiver in writing at or prior to the Effective Time of the following conditions.

(a) Representations and Warranties . The representations and warranties of AllCom contained in this Agreement and in any certificate or other writing delivered to AllCom pursuant hereto shall be true and correct on and as of the Effective Time with the same force and effect as if made on and as of the Effective Time, and AllCom and Gateway shall have received a certificate to such effect signed by the President and the Chief Executive Officer of WWAG.

(b) Agreements and Covenants . WWAG shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Effective Time, and AllCom shall have received a certificate to such effect signed by the President and Chief Executive Officer of WWAG.

(c) Certificate of Secretary . WWAG shall have delivered to AllCom a certificate executed by the Secretary of WWAG certifying: (i) resolutions duly adopted by the Board of Directors and stockholders of WWAG authorizing this Agreement and the other transactions contained herein; (ii) the Certificate of Incorporation and Bylaws of WWAG as in effect immediately prior to the Effective Time, including all amendments thereto; and (iii) the incumbency of the officers of WWAG executing this Agreement and all agreements and documents contemplated hereby.

(d) Consents Obtained . All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by WWAG for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated hereby shall have been obtained and made by WWAG, except for such consents, waivers, approvals, authorizations and Orders, and such filings, which would not be reasonably likely to have a Material Adverse Effect on WWAG or Gateway.

(e) Absence of Material Adverse Effect . Since the date of this Agreement, there shall not have been any Material Adverse Effect with respect to WWAG.



(f) Dissenting Shares . Holders of any of the outstanding Shares shall not have exercised, nor shall they have any continued right to exercise, appraisal, dissenters’ or similar rights under applicable Law with respect to their Shares by virtue of the Exchange.

(g) Formation of Subsidiaries . AllCom shall have formed Genie Gateway, a California corporation, as its new wholly owned subsidiary and transferred all of the AllCom’s intellectual properties, patents pending and patents issued to Gateway, including but not limited to:

GenieCheck and Check22 System and Method
United States 62046837
Filed September 5, 2014

Genie PayBack System and Method
United States 61978511
Filed April 11, 2014

The Genie CashBox
United States 61892688
Filed October 18, 2013

Genie UPN - Unified Phone Number
United States 13593048
Filed August 23, 2012
Issued October 3, 2013

Genie Gateway - Interactive Communications System
United States 13437758
Filed April 2, 2012
Issued October 4, 2012

GenieMessenger
United States 61470617
Filed April 1, 2011


9.3. Additional Conditions to Obligations of WWAG . The obligations of WWAG to consummate the transactions contemplated herein are also subject to the satisfaction or waiver in writing at or prior to the Effective Time of the following conditions.

(a) Representations and Warranties . The representations and warranties of AllCom contained in this Agreement and in any certificate or other writing delivered to WWAG pursuant hereto shall be true and correct on and as of the Effective Time with the same force and effect as if made on and as of the Effective Time, and WWAG shall have received a certificate to such effect signed by the President and the Chief Executive Officer of AllCom.

(b) Agreements and Covenants . AllCom shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Effective Time, and WWAG shall have received a certificate to such effect signed by the President and Chief Executive Officer of AllCom.

(c) Certificate of Secretary . AllCom shall have delivered to WWAG a certificate executed by the Secretary of AllCom certifying: (i) resolutions duly adopted by the Board of Directors of AllCom and Gateway, respectively, authorizing this Agreement and resolutions duly adopted by the sole stockholder of Gateway authorizing this Agreement; (ii) the Articles of Incorporation and Bylaws of AllCom as in effect immediately prior to the Effective Time, including all amendments thereto; and (iii) the incumbency of the officers of AllCom executing this Agreement and all agreements and documents contemplated hereby.

(d) Consents Obtained . All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by AllCom for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated hereby shall have been obtained and made by AllCom, respectively, except for such consents, waivers, approvals, authorizations and Orders, and such filings, which would not be reasonably likely to have a Material Adverse Effect on AllCom or Gateway.

(e) Absence of Material Adverse Effect . Since the date of the this Agreement, there shall not have been any Material Adverse Effect on AllCom or Gateway, other than any change that shall result from general economic conditions or conditions generally affecting the industry in which AllCom conducts operations.

(f) Post-Merger Capitalization . At the Effective Time, the authorized capital stock of Gateway shall consist of 100,000,000 of Gateway Common Stock, par value $0.01 of which 50,033,510 shares shall be issued and outstanding to its parent company, AllCom.

(g) Liabilities . As of the Closing Date, Gateway shall have no more than $10,000 in actual or contingent liabilities, and AllCom will have no other obligations of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute, accrued, contingent, or otherwise) (including, without limitation any Contracts), except for its obligations incurred under this Agreement, the Transaction Documents, and the Financing.

(h) Common Stock . As of the Effective Time, WWAG Common Stock shall be DTC (Depository Trust Corporation) eligible and quoted on the OTCQB.

(i) Exchange Act Reporting . WWAG will have made all required filings which WWAG would have been required to make with the Securities and Exchange Commission under the Exchange Act, and such filings will have complied in all material respects with applicable requirements under the Exchange Act.

(j) Additional Deliveries . AllCom will have delivered to WWAG, on or prior to the Closing Date, (i) such pay-off letters and releases relating to liabilities as WWAG may reasonably request to confirm that Gateway has no more than $10,000 in liabilities, (ii) a good standing certificate from the State of California, dated within 5 days of the Closing Date, and (iii) such other documents as WWAG may reasonably request.

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