Unassociated Document


    
      
Exhibit
      10.15

     

    EXECUTION
      VERSION

     

    STOCK
      REPURCHASE AND DOMAIN NAME 

    TRANSFER
      AGREEMENT

     

    This
      Stock Repurchase and Domain Name Transfer Agreement (this “Agreement”),
      effective as of July 21, 2006, is entered into by and among YP Corp, a Nevada
      corporation (“YP”),
      Telco
      Billing, Inc., a Nevada corporation and wholly-owned subsidiary of YP
      (“Telco”)
      and
      Onramp Access, Inc., a Texas corporation (“Onramp”).

     

    WHEREAS,
      Onramp
      has registered the internet domain name www.yp.com (the “Domain
      Name”);
      and

     

    WHEREAS,
      on July
      8, 2003, Telco and Onramp entered into an Exclusive Domain Name License
      Agreement (the “License
      Agreement”),
      pursuant to which Onramp agreed to license the Domain Name in exchange for
      $250,000 and 100,000 shares of YP’s common stock (the “Shares”);
      and

     

    WHEREAS,
      pursuant to Section 2.2.2 of the License Agreement, Onramp could exercise a
      put
      option to sell the Shares to Telco for $3.00 per share (the “Repurchase”),
      provided that Onramp grant all right, title and interest in the Domain Name
      to
      Telco (the “Domain
      Transfer”);
      and

     

    WHEREAS,
      Onramp
      has notified YP and Telco of Onramp’s intention to consummate the Repurchase and
      the Domain Transfer; and

     

    WHEREAS,
      the
      parties desire to set forth the terms and conditions pursuant to which each
      will
      complete the Repurchase and Domain Transfer.

     

    NOW,
      THEREFORE,
      in
      consideration of the acts, payments, covenants and mutual agreements herein
      described and agreed to be performed, YP, Telco and Onramp hereby agree as
      follows:

     

    
      	 	
              1.

            	
              Purchase
                and Sale of the
                Shares.

            


    

     

    (a)     Upon
      the
      terms of the License Agreement and this Agreement, Onramp hereby agrees to
      sell
      to YP, and YP hereby agrees to purchase from Onramp, the Shares.

     

    (b)     The
      purchase price per share for the Shares shall be $3.00 per share, or an
      aggregate of Three Hundred Thousand Dollars and No/100 ($300,000) (the
“Purchase
      Price”).

     

    (c)     Immediately
      prior to payment of the Purchase Price, Onramp shall surrender to YP, or to
      an
      agent mutually acceptable to Onramp and YP, any and all certificates
      representing the Shares being purchased, together with duly executed stock
      powers for the transfer of such Shares to YP, or otherwise provide to YP
      satisfactory evidence of the transfer of the Shares to YP. Within two hours
      after YP’s receipt, either directly or through the agent designated above, of
      such certificates and transfer instruments from Onramp, or upon YP’s receipt of
      such other satisfactory evidence of the transfer of the Shares to YP, YP shall
      pay the Purchase Price for the Shares to Onramp by check or by wire transfer
      to
      an account designated in writing by Onramp in immediately available
      funds.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.

            	
              Domain
                Transfer.

            


    

     

    (a)     Onramp
      agrees to irrevocably sell, assign and transfer unto Telco all of its right,
      title and interest in and to the Domain Name and any related information
      associated therewith, along with any associated intellectual property rights
      thereto, including without limitation all trademark value, goodwill and other
      rights associated with the formatives or marks “YP” and “YP.COM” (the
“Transferred
      Rights”).
      Telco
      hereby accepts such assignment and transfer.

     

    (b)     Onramp
      hereby irrevocably consents and authorizes the current registrar of this Domain
      Name (the “Registrar”)
      to
      transfer the Domain Name to Telco in accordance with the regular transfer
      procedures of Registrar. Onramp will complete any and all papers required by
      Registrar necessary to transfer this Domain Name, including submitting to
      Registrar the appropriate fee(s), with the fees reimbursed by Telco. Onramp
      hereby agrees not to interfere, or cause any third party to interfere, with
      Telco in obtaining, registering, renewing and maintaining the Domain Name.
      Onramp agrees that it will submit the completed papers to Registrar and take
      all
      actions necessary to enable the Domain Transfer no later than ten (10) days
      after the effective date of this Agreement.

     

    (c)     Upon
      execution of this Agreement, Onramp hereby agrees to promptly transfer and
      provide Telco with all pertinent facts, information and documents relating
      to
      the Domain Name or otherwise to the Transferred Rights which may be known and
      accessible to Onramp, including any contacts or communications from third
      parties generated by the Domain Name.

     

    (d)     Onramp
      covenants and agrees that it and its directors, officers and employees shall
      hereafter take such other actions and execute such other agreements and
      instruments as are reasonably deemed necessary by Telco to document Onramp’s
      assignment to Telco of the Domain Name and other Transferred
      Rights.

     

    3.    Representations,
      Warranties and Covenants of Onramp.
      Onramp
      hereby represents, warrants and covenants to YP as follows:

     

    (a)     Ownership
      of the Shares.
      Onramp
      is the sole beneficial owner and holder of the entire right, title and interest
      in and to the Shares, free and clear of all liens and other encumbrances (other
      than restrictions on transfer imposed by federal and state securities
      laws).

     

    (b)     Ownership
      of Domain Name.
      Except
      with respect to the license granted by the License Agreement, Onramp has not
      previously assigned, transferred to any party, granted any rights or license,
      or
      otherwise disposed of any rights in, and that is owns and possess all rights,
      title and interest in the Domain Name and other Transferred Rights. Onramp
      does
      not possess any actual knowledge of any existing threatened or known claims
      or
      liabilities against Onramp relating to the Domain Name and the Domain Name
      is
      free and clear of any liens, security interests and other
      encumbrances.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (c)     Authorization;
      Enforceability.
      Onramp
      has full power and authority to enter into this Agreement. This Agreement
      constitutes a valid and legally binding obligation of Onramp, enforceable
      against Onramp in accordance with its terms.

     

    (d)     No
      Conflicts.
      The
      execution and delivery by Onramp of this Agreement does not, and the
      consummation of the transactions contemplated hereby will not: (i) conflict
      with
      or result in a violation or breach of any law, rule, regulation, order or decree
      applicable to Onramp; (ii) conflict with or result in a violation or breach
      of,
      or constitute (with or without notice or lapse of time or both) a default under,
      any contract to which Onramp is a party; (iii) except as set forth in this
      Agreement or as required by the federal securities laws, require Onramp to
      obtain any consent, approval or action of, make any filing with or give any
      notice to any person as a result or under the terms of any contract to which
      Onramp is a party; or (iv) result in the creation or imposition of any lien
      or
      other encumbrance upon the Shares.

     

    (e)     Adequacy
      of Information.
      Onramp
      has had access to information regarding YP and its business necessary to make
      an
      informed and knowledgeable decision with regard to the transactions contemplated
      hereby. Onramp understands that the Shares may in the future trade at prices
      higher than the purchase price at which Onramp is selling such Shares to YP
      under this Agreement, and that Onramp, by entering into this Agreement, is
      foregoing any and all opportunities to share in any such increased value with
      respect to any Shares sold hereunder. Onramp has not relied upon YP, or any
      of
      its affiliates or agents, and has instead made its own independent analysis,
      in
      determining to enter into this Agreement and to consummate the transactions
      contemplated hereby.

     

    (f)     Future
      Use of Domain Name.
      Onramp
      covenants and agrees that after transfer, Onramp shall not make any further
      use,
      either for its own benefit or for the benefit of any other person or entity,
      of
      the Domain Name. As of the effective date of this Agreement, Telco shall, as
      the
      sole owner of the Domain Name, have the exclusive right to use or otherwise
      transfer the Domain Name. Onramp agrees that it, and any entities it controls or
      is associated with, shall not in the future register, use, apply to register
      or
      assist any third party to register, use or apply to register any domain names
      or
      trademarks that are confusingly similar to YP or YP.COM, including any other
      formatives, misspellings, URL extensions and/or any other phrases using YP
      or a
      similar term that comprises or includes, whether alone or in combination with
      each other or with other words, the Domain Name or any variation thereof. Other
      than as specifically set forth in this paragraph, Onramp shall not download
      any
      information or applications to any website associated with the Domain Name,
      link
      to or from the Domain Name, have or attempt to have access to any DNS servers
      associated with Telco or the Domain Name, or in any way hinder or impede any
      website or email content or communications associated with the Domain Name
      in
      the future.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    4.     Representations,
      Warranties and Covenants of YP and Telco.
      YP and
      Telco hereby represent, warrant and covenant to Onramp as follows:

     

    (a)     Authorization;
      Enforceability.
      YP and
      Telco have full power and authority to enter into this Agreement. This Agreement
      (i) will be duly authorized by all necessary corporate action and (ii)
      constitutes a valid and legally binding obligation of YP and Telco, enforceable
      against each in accordance with its terms.

     

    (b)     No
      Conflicts.
      The
      execution and delivery by YP and Telco of this Agreement does not, and the
      consummation of the transactions contemplated hereby will not: (i) conflict
      with
      or result in a violation or breach of any law, rule, regulation, order or decree
      applicable to either YP or Telco; (ii) conflict with or result in a violation
      or
      breach of, or constitute (with or without notice or lapse of time or both)
      a
      default under, any contract to which YP or Telco is a party, or (iii) except
      as
      set forth in this Agreement or as required by the federal securities laws,
      require YP or Telco to obtain any consent, approval or action of, make any
      filing with or give any notice to any person as a result or under the terms
      of
      any contract to which YP or Telco is a party.

     

    5.     Release.
      Each
      party hereby releases and covenants not to sue or to cause others to sue the
      other party on any or all claims, actions, causes of action, suits, debts,
      contracts, agreements, damages, injuries, and demands whatsoever, in law or
      equity, which such party ever had, now has or hereafter may have for, upon
      or by
      reason of any act, omission, transaction, matter, cause, commission or thing
      arising out of, in connection with or relating to the Domain Name. The foregoing
      release and covenant shall exclude claims and warranties to enforce or protect
      the rights and duties created by this Agreement.

     

    6.     Waiver.
      Upon
      completion of the obligations and duties created by this Agreement, each party
      will and hereby does waive any actual or potential breach of the other under
      the
      License Agreement.

     

    
      	 	
              7.

            	
              Miscellaneous.

            


    

     

    (a)     Survival.
      The
      representations, warranties, covenants and agreements of Onramp, YP and Telco
      contained in or made pursuant to this Agreement shall survive the execution
      and
      delivery of this Agreement and the closing of the transactions contemplated
      hereby.

     

    (b)     Remedies.
      YP and
      Telco, on the one hand, and Onramp, on the other, acknowledge and agree that
      irreparable damage will occur in the event that any provision of this Agreement
      is not performed in accordance with its specific terms or is otherwise breached.
      It is accordingly agreed that the parties shall be entitled to an injunction
      to
      prevent breaches of the provisions of this Agreement and to enforce specifically
      the terms and provisions hereof in any court having jurisdiction. The foregoing
      remedies shall be in addition to any other remedy to which a party hereunder
      may
      be entitled at law or in equity.

     

    (c)     Nature
      of Agreement.
      This
      Agreement and all provisions thereof, including all representations and promises
      contained herein, are contractual and not a mere recital and shall continue
      in
      permanent force and effect. Except for the License Agreement, this Agreement
      constitutes the sole and entire agreement of the parties with respect to the
      subject matter hereof, and there are no agreements of any nature whatsoever
      between the parties hereto with respect to the subject matter hereof, except
      as
      expressly stated or referenced herein. This Agreement may not be modified or
      changed unless done so in writing, signed by both parties. This Agreement shall
      be governed by and construed in accordance with the laws of the State of Arizona
      without regard to choice of law principles.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (d)     Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original and all of which together shall constitute one instrument.
      Facsimile signatures shall be acceptable.

     

    (e)     Notices.
      Unless
      otherwise provided, any notice required or permitted by this Agreement shall
      be
      in writing and shall be deemed sufficient upon receipt, when delivered by
      overnight courier or sent by facsimile, or upon delivery when delivered
      personally, or upon seventy-two (72) hours after being deposited in the U.S.
      mail, as certified or registered mail, with postage prepaid, addressed to the
      party to be notified at such party’s address or facsimile number, as
      subsequently modified by written notice, as follows: 

     

    (i)     if
      to
      Onramp, to Onramp Access, Inc., 3012 Montopolis Drive, Suite 300, Austin, Texas
      78741, Attn: Chad Kissinger, or 

     

    (ii)     if
      to YP
      or Telco, to YP Corp, 4840 East Jasmine Street, Suite 105, Mesa, Arizona 85205,
      Attn: President.

     

    (f)     Severability.
      If any
      provision of this Agreement is held by a court of competent jurisdiction to
      be
      invalid, void or unenforceable for whatever reason, the remaining provisions
      of
      this Agreement shall nevertheless continue in full force and effect without
      being impaired in any manner whatsoever.

     

    (g)     Further
      Assurances.
      Each
      party to this Agreement agrees upon request to execute any further documents
      or
      instruments necessary or desirable to carry out the purposes or intent of this
      Agreement.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties have duly executed this Agreement as of the date first written
      above.

     

    
      	 	
              YP
                CORP,
                a
                Nevada corporation

            
	 	 
	 	 
	 	
              /s/
                John Raven

            
	 	
              By:  
                John Raven

            
	 	
              Its:  
                Chief Operating Officer

            
	 	 
	 	 
	 	
              TELCO
                BILLING, INC.,
                a
                Nevada corporation

            
	 	 
	 	 
	 	
              /s/
                John Raven

            
	 	
              By:  
                John Raven

            
	 	
              Its:  
                Chief Operating Officer

            
	 	 
	 	 
	 	
              ONRAMP
                ACCESS, INC.,
                a
                Texas corporation

            
	 	 
	 	 
	 	
              /s/
                Chad Kissinger

            
	 	
              By:  
                Chad Kissinger

            
	 	
              Its:  
                President

            


    

     

     

     -6-