-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DXEPWALejf5rxYuoIJcAQX6LuqQ6RnReaEitTA1ZvijG3khLIT7bkabV4Z0PLHIJ aMDQdtlNP4NTF7FMTHA3Lw== 0000950172-00-000591.txt : 20000320 0000950172-00-000591.hdr.sgml : 20000320 ACCESSION NUMBER: 0000950172-00-000591 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000317 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WORLDS INC CENTRAL INDEX KEY: 0000001961 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 221848316 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-56133 FILM NUMBER: 572787 BUSINESS ADDRESS: STREET 1: 15 UNION WHARF CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6177258900 MAIL ADDRESS: STREET 1: 15 UNION WHARF CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: ACADEMIC COMPUTER SYSTEMS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER INDUSTRIES LTD DATE OF NAME CHANGE: 19690318 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENBERG STEVEN CENTRAL INDEX KEY: 0001084999 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 693 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 693 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* WORLDS.COM INC. (formerly Worlds Inc.) (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 981918105 (CUSIP Number) Steven A. Greenberg 693 Fifth Avenue New York, NY 10022 (212) 246-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 10, 2000 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of this schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 7 Pages) - --------------------------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Schedule 13D CUSIP NO. 981918105 13D Page 2 of 7 Pages --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Thomas Kidrin 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER 1,290,000 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 1,290,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,290,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT Schedule 13D CUSIP NO. 981918105 13D Page 3 of 7 Pages --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Michael Scharf 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER 1,381,250 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 1,381,250 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,381,250 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT Schedule 13D CUSIP NO. 981918105 13D Page 4 of 7 Pages --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Steven A. Greenberg 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER 3,667,281 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 3,364,342 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,667,281 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.8% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT Page 5 of 7 Pages This statement relates to Common Stock, $0.05 par value (the "Common Stock"), of Worlds.com Inc. (formerly Worlds Inc.), a New Jersey corporation (the "Issuer"). This is amendment No. 2 to a Schedule 13D filed on April 23, 1999 (the "Schedule 13D"). Terms not defined herein shall have the meaning ascribed to them in the Schedule 13D. Item 5. Interest in Securities of the Issuer. Item 5 is amended and restated in its entirety as follows: (a) Mr. Greenberg beneficially owns 3,667,281 shares of Common Stock (representing approximately 20.8% of the Issuer's outstanding shares) of which 3,467,281 were acquired by Mr. Greenberg at par value as a founder. The balance was acquired as disclosed in Item 5(c) below. Mr. Scharf owns 1,381,250 shares of Common Stock (representing approximately 7.8% of the Issuer's outstanding shares), all of which were purchased at par value as a founder except for 400,000 shares purchased in June 1997 at a price of $0.50 per share. Mr. Kidrin owns 1,290,000 shares of Common Stock (representing approximately 7.4% of the Issuer's outstanding shares), all of which were purchased at par value as a founder. Each Reporting Person disclaims beneficial ownership in the shares held by the other Reporting Persons. (b) Except as disclosed in Item 6, each Reporting Person has the sole power to vote and dispose of the Common Stock. (c) By agreement dated April 13, 1999, Messrs. Greenberg, Scharf and Kidrin agreed to contribute to the capital of the Company for cancellation 881,250, 318,750 and 300,000 shares of Common Stock, respectively. On April 13, 1999, Mr. Greenberg purchased from Mr. Scharf 200,000 shares of Common Stock at $0.50 per share in a private transaction. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Pursuant to a Purchase and Option Agreement dated March 10, 2000 (the "Agreement"), Steven A. Greenberg ("Greenberg") sold 302,939 shares of Common Stock to Steven G. Chrust, Chairman of the Issuer ("Chrust") for $1,000,001.64. Greenberg retains the right to vote such shares until the earlier of (i) September 10, 2001 or (ii) the date on which the Option (as defined below) is exercised with respect to at least 605,877 shares of Common Stock. Pursuant to the Agreement, Greenberg sold an option (the "Option") to Chrust to purchase up to an aggregate of 1,363,342 shares of Common Stock at an exercise price of $3.301 per share. The Option will expire on June 4, 2000, unless exercised with respect to 75,735 shares by such date, in which case the Option will expire on July 4, 2000. The Option is not exercisable for less than an aggregate of 605,877 shares of Common Stock, except as set forth in the previous sentence in connection with the extension of the Option. Pursuant to a Purchase Agreement dated March 10, 2000 (the "Purchase Agreement"), Greenberg also sold 151,469 shares of Common Stock to The Advent Fund LLC for $499,999.17. This paragraph is qualified in its entirety by reference to the Agreement and Purchase Agreement, which are filed as exhibits hereto. Pursuant to the Agreement, Greenberg executed a consent an an irrevocable proxy with respect to all of his shares of Common Stock, relating to the possible authorization and creation of a series or class of preferred stock, on the condition that such shares are issued not later than July 4, 2000. This paragraph is qualified in its entirety by reference to the consent, which is filed as an exhibit hereto. Page 6 of 7 Pages Item 7. Material to be Filed as Exhibits. *1. Agreement to jointly file Schedule 13D. *2. Contribution and Voting Agreement. 3. Purchase and Option Agreement, dated March 10, 2000, by and between Steven A. Greenberg and Steven G. Chrust. 4. Purchase Agreement, dated March 10, 2000, by and between Steven A. Greenberg and The Advent Fund LLC. 5. Consent letter from Steven A. Greenberg to the Issuer dated March 10, 2000. - --------------- * Filed previously. Page 7 of 7 Pages SIGNATURES After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 17, 2000 /s/ Steven Greenberg - ------------------------- Steven Greenberg /s/ Michael Scharf - ------------------------- Michael Scharf /s/ Thomas Kidrin - ------------------------- Thomas Kidrin EX-99.1 2 PURCHASE AND OPTION AGREEMENT PURCHASE AND OPTION AGREEMENT PURCHASE AND OPTION AGREEMENT, dated March 10, 2000, by and between STEVEN A. GREENBERG ("Greenberg") and STEVEN G. CHRUST ("Chrust"). WHEREAS, Chrust desires to purchase concurrently with the execution of this Agreement certain shares of the common stock ("Common Stock") of Worlds.com Inc. ("Company") owned by Greenberg and Greenberg desires to sell to Chrust such shares; and WHEREAS, Greenberg also desires to grant Chrust an option to purchase certain additional shares of the Common Stock owned by Greenberg and Chrust desires to acquire the option on the terms and conditions set forth in this Agreement. IT IS AGREED: 1. Stock Purchase. Chrust hereby purchases from Greenberg and Greenberg hereby sells to Chrust 302,939 shares of the Common Stock owned by Greenberg ("Purchased Shares") at a price of $3.301 per share. Accordingly, concurrently with the execution of this Agreement, Chrust is wiring to an account designated by Greenberg the sum of $1,000,001.64 in immediately available funds in consideration for the Purchased Shares, and Greenberg is causing certificates representing the Purchased Shares, together with stock powers, with signatures guaranteed, to be delivered to Graubard Mollen & Miller ("GMM"). Promptly thereafter, GMM shall arrange to have the Purchased Shares transferred into Chrust's name and certificates representing such shares to be delivered to Chrust. 2. Grant of Stock Option. Greenberg hereby grants to Chrust the right and option ("Option ") to purchase up to an aggregate of 1,363,342 additional shares of the Common Stock owned by Greenberg ("Option Shares"), all on the terms and conditions set forth herein. 3. Exercise Price. The exercise price ("Exercise Price") of the Option shall be $3.301 per share, subject to adjustment as hereinafter provided. 4. Exercisability. The Option shall be exercisable from time to time, in whole or in part, during the "Option Period," which shall be the period commencing on the date of this Agreement and ending on June 4, 2000, unless extended until July 4, 2000 in accordance with Section 5(ii) hereof. The last day of the Option Period, as it may be extended, is referred to as the "Termination Date." Notwithstanding the foregoing, except as set forth in Section 5(ii) hereof, the Option may not be exercised for less than an aggregate of 605,877 Option Shares (inclusive of the 75,735 Option Shares which may be purchased under Section 5(ii), below) (the "Minimum Option Exercise"). 5. Consideration for the Option. (i) Simultaneously with the execution of this Agreement, Chrust is wiring to the account designated by Greenberg pursuant to Section 1 above the sum of $10,000 ("Option Purchase Price") as payment for the grant of the Option by Greenberg to Chrust. (ii) If Chrust desires to extend the Option Period beyond June 4, 2000, then on or prior to the close of business on June 4, 2000, Chrust must wire, or have wired, an additional $250,001.24 ("Extension Payment") to the account designated pursuant to Section 5(i) in order to exercise the Option with respect to 75,735 Option Shares ("Extension Exercise"). If the Extension Exercise is made on or prior to June 4, 2000, the Termination Date shall be extended to July 4, 2000, and (ii) the Escrow Agent shall deliver a certificate for such 75,735 Option Shares as directed by Chrust. (iii) If the Option is exercised in accordance with the terms hereof and of the Escrow Agreement (as defined in Section 7 below), then the Option Purchase Price (less $1) will be applied as a credit against the aggregate amount payable to Greenberg upon satisfaction of the Minimum Option Exercise. If the Option is not so exercised, Greenberg will be entitled to retain the full amount of the Option Purchase Price. 6. Adjustments. In the event of any change in the number of outstanding shares of the Common Stock occurring as the result of a stock split, reverse stock split or stock dividend, combination or reclassification of the outstanding Common Stock, or similar event after the date hereof, the number of Option Shares and the Exercise Price of the Option shall each be proportionately adjusted. Any right to acquire a fractional Option Share resulting from adjustments will be rounded to the nearest whole Option Share. 2 7. Method of Exercise. The Option may be exercised in whole or in part (subject to the Minimum Option Exercise described in Section 4, above, and/or the Extension Exercise described in Section 5(ii), above) by written notice directed to Greenberg and the Escrow Agent in accordance with the terms of the Escrow Agreement among Greenberg, Chrust and Continental Stock Transfer & Trust Company ("Escrow Agent"), executed simultaneously herewith ("Escrow Agreement"). 8. Voting Rights. Chrust hereby acknowledges and agrees that during the Voting Proxy Period (as defined in this paragraph 8), Greenberg shall have the right to vote all of the Purchased Shares with respect to any matter put to a vote of the stockholders of the Company. The "Voting Proxy Period" shall be the period commencing on the date hereof and ending on the earlier of (i) September 10, 2001 or (ii) the date the Minimum Option Exercise is made. Notwithstanding anything contained herein to the contrary, the foregoing shall not in any way limit or otherwise modify Greenberg's obligations to vote his shares, including the Purchased Shares, in accordance with the terms of the Consent (defined in Section 11, below) and the letter, dated April 13, 1999, from Greenberg, Michael Scharf and Thomas Kidrin to Chrust and the Company. 9. Greenberg's Representations. Greenberg represents and warrants to Chrust that: (i) he owns the Purchased Shares and the Option Shares (together, the "Shares") free of any lien, restriction or encumbrance of any kind, and he has owned all of the Shares since December 31, 1997; (ii) the sale by him of the Purchased Shares is, and the sale by him of the Option Shares upon exercise of the Option will be, exempt from the registration requirements of the Securities Act of 1933, as amended ("1933 Act"); (iii) he has not granted anyone an option, warrant, subscription or other right with respect to the Shares or any right to vote the Shares; (iv) his execution, delivery and performance of this Agreement and the Escrow Agreement does not and will not conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to him, result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, any note, bond, mortgage, indenture, contract, agreement or other instrument or obligation to which he is a party or by which he is bound. 3 (v) he has received a copy of all reports and documents filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the last 24 months and all reports issued by the Company to its stockholders; and (vi) he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and persons acting on its behalf concerning the Company's operations and to obtain any additional information he requested. 10. Chrust's Representations. Chrust represents and warrants to Greenberg that: (i) he understands that he must bear the economic risk of the investment in the Shares, which cannot be sold by him unless they are registered under the 1933 Act or an exemption therefrom is available thereunder; and (ii) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; (iii) he understands that the certificates evidencing the Shares shall bear the following legend: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any State. The shares may not be sold, transferred or otherwise disposed of in the absence of such registration or an exemption therefrom under said Act." (iv) he understands that, during the Voting Proxy Period the Purchased Shares shall bear the following additional legend: 4 "The shares represented by this certificate are subject to certain voting rights granted to a person other than the registered holder hereof, in accordance with a certain Purchase and Option Agreement, dated March 10, 2000, a copy of which is on file at the principal offices of the Company." (v) as Chairman of the Company's board of directors, he is aware of all information regarding the Company's operations, including the Company's proposed plans and business risks. (vi) his execution, delivery and performance of this Agreement and the Escrow Agreement does not and will not conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to him, result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, any note, bond, mortgage, indenture, contract, agreement or other instrument or obligation to which he is a party or by which he is bound. 11. Releases; Consent. Simultaneously herewith, (i) each of Greenberg and the Company are executing mutual general releases in the other's favor ("Releases"), and (ii) Greenberg is executing a shareholder consent with respect to certain matters ("Consent"). 12. Miscellaneous. 12.1 Notices. All notices, requests, deliveries, payments, demands and other communications which are required or permitted to be given under this Agreement shall be deemed given if given in writing, by hand, or delivered by nationally recognized overnight courier, or by telecopier and confirmed by mail (registered or certified mail, postage prepaid, return receipt requested) at their respective addresses set forth herein, or to such other address as either shall have specified by notice in writing to the other. 12.2 Survival of Representations. The representations and warranties made by the parties shall survive the delivery of the Purchased Shares and the partial, full or non-exercise of the Option (and the delivery of the Option Shares). 12.3 Waiver. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach. 5 12.4 Entire Agreement. This Agreement, the Escrow Agreement, the Releases and the Consent constitute the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended except by writing executed by Greenberg and Chrust. 12.5 Binding Effect; Successors. Chrust shall be entitled to designate persons to purchase Option Shares along with him and such persons shall be deemed to be assignees of his rights hereunder. If a portion of the Option is exercised by such a designee, such designee must deliver to Greenberg simultaneously with such exercise a certificate containing representations and warranties substantially similar to the representations and warranties made by Chrust in Section 10 above. This Agreement shall inure to the benefit of and be binding upon the parties hereto and, to the extent not prohibited herein, their respective heirs, successors, assigns and representatives. Nothing in this Agreement, expressed or implied, is intended to confer any rights, remedies, obligations or liabilities on any person other than the parties hereto and as provided above, their respective heirs, successors, assigns and representatives. 12.6 Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard to choice of law provisions). Each party (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection to the venue of any such suit, action or proceeding and the right to assert that such forum is not a convenient forum, and (iii) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each party further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon him mailed by registered mail to his address shall be deemed in every respect effective service of process upon him in any such suit, action or proceeding. 12.7 Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or 6 injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto waives any right to trial by jury with respect to any claim or proceeding related to or arising out of this Agreement or any of the transactions contemplated hereby. 12.8 Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement. 12.9 SEC Filings. Each party agrees to provide the other with copies of any filings they make with the Securities and Exchange Commission to reflect the sale of the Purchased Shares and the grant and exercise of the Option prior to the time the filing is required to be made and to give the other party reasonable opportunity to comment on same. 12.10 Severability. The invalidity or unenforceability of any term or provision of this Agreement in any situation or jurisdiction shall not affect the validity or enforceability of the other terms or provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction and the remaining terms and provisions shall remain in full force and effect, unless doing so would result in an interpretation of this Agreement which is manifestly unjust. 12.11 Fees and Expenses. Except as otherwise expressly set forth herein or in the Escrow Agreement, all costs and expenses (including, without limitation, legal and financial advisory fees and expenses) incurred in connection with, or in anticipation of, this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses. 12.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument and all of which together shall constitute a single agreement. 7 IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the day and year first above: Address: 693 Fifth Avenue -- 19th Floor New York, New York 10022 Telecopier No.: 212-246-1007 /s/ Steven A. Greenberg - ---------------------------------- STEVEN A. GREENBERG Address: SGC Advisory Services, Inc. 1786 Bedford Street Stamford, CT 06905 Telecopier No.: 203-316-3929 /s/ Steven G. Chrust - --------------------------------- STEVEN G. CHRUST 8 EX-99.2 3 PURCHASE AGREEMENT PURCHASE AGREEMENT PURCHASE AGREEMENT, dated March 10, 2000, by and between STEVEN A. GREENBERG ("Greenberg") and THE ADVENT FUND LLC ("Purchaser"). WHEREAS, Purchaser desires to purchase concurrently with the execution of this Agreement certain shares of the common stock ("Common Stock") of Worlds.com Inc. ("Company") owned by Greenberg and Greenberg desires to sell to Purchaser such shares. IT IS AGREED: 1. Stock Purchase. Purchaser hereby purchases from Greenberg and Greenberg hereby sells to Purchaser 151,469 shares of the Common Stock owned by Greenberg ("Purchased Shares") at a price of $3.301 per share. Accordingly, concurrently with the execution of this Agreement, Purchaser is wiring to an account designated by Greenberg the sum of $499,999.17 in immediately available funds in consideration for the Purchased Shares, and Greenberg is causing the Purchased Shares to be transferred into the names directed by Purchaser and certificates representing such shares to be delivered to Purchaser. 2. Greenberg's Representations. Greenberg represents and warrants to Purchaser that: (i) he owns the Purchased Shares free of any lien, restriction or encumbrance of any kind, and he has owned all of the Purchased Shares since December 31, 1997; (ii) the sale by him of the Purchased Shares is exempt from the registration requirements of the Securities Act of 1933, as amended ("1933 Act"); (iii) he has not granted anyone an option, warrant, subscription or other right with respect to the Purchased Shares or any right to vote the Purchased Shares; (iv) his execution, delivery and performance of this Agreement does not and will not conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to him, result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, any note, bond, mortgage, indenture, contract, agreement or other instrument or obligation to which he is a party or by which he is bound. (v) he has received a copy of all reports and documents filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the last 24 months and all reports issued by the Company to its stockholders; and (vi) he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and persons acting on its behalf concerning the Company's operations and to obtain any additional information he requested. 3. Purchaser's Representations. Purchaser represents and warrants to Greenberg that: (i) he understands that he must bear the economic risk of the investment in the Purchased Shares, which cannot be sold by him unless they are registered under the 1933 Act or an exemption therefrom is available thereunder; and (ii) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Purchased Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; (iii) he understands that the certificates evidencing the Purchased Shares shall bear the following legend: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any State. The shares may not be sold, transferred or otherwise disposed of in the absence of such registration or an exemption therefrom under said Act." (iv) he has received a copy of all reports and documents filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the last 24 months and all reports issued by the Company to its stockholders, and is aware of the risks involved with his investment; 2 (v) he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and persons acting on its behalf concerning the Company's operations and to obtain any additional information he requested; and (vi) his execution, delivery and performance of this Agreement does not and will not conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to him, result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, any note, bond, mortgage, indenture, contract, agreement or other instrument or obligation to which he is a party or by which he is bound. 4. Miscellaneous. 4.1 Notices. All notices, requests, deliveries, payments, demands and other communications which are required or permitted to be given under this Agreement shall be deemed given if given in writing, by hand, or delivered by nationally recognized overnight courier, or by telecopier and confirmed by mail (registered or certified mail, postage prepaid, return receipt requested) at their respective addresses set forth herein, or to such other address as either shall have specified by notice in writing to the other. 4.2 Survival of Representations. The representations and warranties made by the parties shall survive the delivery of the Purchased Shares. 4.3 Waiver. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach. 4.4 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended except by writing executed by Greenberg and Purchaser. 4.5 Binding Effect; Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto and, to the extent not prohibited herein, their respective heirs, successors, assigns and representatives. Nothing in this Agreement, expressed or implied, is intended to confer any rights, remedies, obligations or liabilities on any person other than 3 the parties hereto and as provided above, their respective heirs, successors, assigns and representatives. 4.6 Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard to choice of law provisions). Each party (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection to the venue of any such suit, action or proceeding and the right to assert that such forum is not a convenient forum, and (iii) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each party further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon him mailed by registered mail to his address shall be deemed in every respect effective service of process upon him in any such suit, action or proceeding. 4.7 Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto waives any right to trial by jury with respect to any claim or proceeding related to or arising out of this Agreement or any of the transactions contemplated hereby. 4.8 Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement. 4.9 Severability. The invalidity or unenforceability of any term or provision of this Agreement in any situation or jurisdiction shall not affect the validity or enforceability of the other terms or provisions hereof or the validity or enforceability of the offending term or provision in any other 4 situation or in any other jurisdiction and the remaining terms and provisions shall remain in full force and effect, unless doing so would result in an interpretation of this Agreement which is manifestly unjust. 4.10 Fees and Expenses. All costs and expenses (including, without limitation, legal and financial advisory fees and expenses) incurred in connection with, or in anticipation of, this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses. 4.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument and all of which together shall constitute a single agreement. 4.12 Chrust Agreement. This Agreement is being executed and delivered simultaneously with the Purchase and Option Agreement, dated March 10, 2000, between Greenberg and Steven Chrust, pursuant to which Chrust is purchasing 302,939 shares of Common Stock of the Company from Greenberg for $1,000,001.64. IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the day and year first above: Address: 693 Fifth Avenue--19th Floor New York, New York 10022 Telecopier No.: 212-246-1007 /s/ Steven A. Greenberg - --------------------------------- STEVEN A. GREENBERG PURCHASER: Address: 440 South LaSalle--Suite 2500 THE ADVENT FUND LLC Chicago, Illinois 60605 Telecopier No.: 312-663-8464 /s/ Ben King - --------------------------------- By: Ben King, Manager EX-99.3 4 CONSENT LETTER STEVEN A. GREENBERG 693 FIFTH AVENUE-- 19TH FLOOR NEW YORK, NEW YORK 10022 March 10, 2000 Worlds.com Inc. 15 Union Wharf Boston, Massachusetts 02109 Gentlemen: This letter is being delivered to you simultaneously with the execution of and delivery of the purchase and option agreement ("Agreement"), dated March 10, 2000, between the undersigned ("Greenberg") and Steven G. Chrust ("Chrust"). I hereby consent, with respect to all of the shares of common stock of Worlds.com Inc. ("Company") which I own or have the right to vote (including the "Purchased Shares," as defined in the Agreement), to the authorization and creation of a series or class of preferred stock ("Preferred Stock") with the following terms and any amendment to the certificate of incorporation of the Company required in connection therewith: o stated value of up to a maximum of $5,000,000; o convertible into the Company's common stock (or an equivalent thereof) at a conversion price of 80% or more of the "Fair Market Value" (determined in customary fashion, based on a number of days prior to closing on the sale of the Preferred Stock); o either dividend bearing or non-dividend bearing; provided, however, that if dividends are to accrue or be paid, the annual dividend rate shall be 10% or less and the Company must have the option to pay dividends either in kind or in common stock of the Company; o senior liquidation preference in the amount of the stated value; o voting rights as required by law and on an as-converted basis with the common stock, together with the right, as a class, to elect no more than two directors to the Company's board of directors; and o such other rights and preferences as are either customary or not materially adverse to the Company. This letter shall constitute Greenberg's consent as a shareholder of the Company, as well as his irrevocable proxy to the Company to vote his shares of common stock, as well as any other shares over which he has voting power, in favor of the authorization and creation of the Preferred Stock if such matter is put to a vote of stockholders prior to July 4, 2000. Upon the reasonable request of the Company, I will execute a "written consent of Majority Shareholders" or other similar document to implement the consent granted hereby. Notwithstanding the foregoing, this letter and the consent and proxy hereby granted (i) shall become null and void and be of no force or effect if the Preferred Stock is not issued by July 4, 2000 and (ii) shall not permit the Company to authorize the Preferred Stock if shares of the Preferred Stock are not issued by July 4, 2000. As of the date of this letter, I own 3,818,750 shares of the Company's common stock, inclusive of the Purchased Shares. Very truly yours, /s/ Steven Greenberg ---------------------------------------- Steven Greenberg -----END PRIVACY-ENHANCED MESSAGE-----