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Title: |
Acquisition Agreement |
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Entities: |
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Date: |
2002 |
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Size: |
Preview shows 11KB of 65KB total |
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Price: |
$53 |
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ID: |
#813270 |
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ACQUISITION AGREEMENT
Acquisition Agreement, made this ____ day of March, 2002 among:
PIPELINE DATA INC.
250 East Hartsdale Avenue, Suite 21
Hartsdale, New York
a Delaware corporation
(the "Buyer")
and
SECUREPAY.COM, INCORPORATED
1599 Washington Street
Braintree, Massachusetts 02184
a Delaware corporation
(the "Company")
and
MacAllister Smith
Paul Chiumento
Philip Chait
Gilbert Anthony Reynolds
Kent Stiritz
Christopher Swift
Barbara Klien
Catherine Brannon
CardAccept.com, Inc.
(the "Sellers")
{PAGE}
WHEREAS;
A. Buyer is engaged in the development of a web-site for the purpose of
disseminating health and other useful information to the public.
B. Company has developed a system to provide authorization routing and data
capture transfer in connection with transactions involving credit cards,
proprietary electronic database shopping cart technologies and Internet
gateway solutions, Web hosting and Web design products in accordance with
certain specifications and standards adopted by Company.
C. The parties hereto deem it to be in the best interest of each of them that
Buyer purchase 100 percent of the issued and outstanding capital stock of
the Company, and succeed to the business of the Company, all pursuant to
such terms, provisions and conditions as the parties hereto shall agree.
NOW, THEREFORE, WITNESSETH, that for and in consideration of the premises
and of the mutual promises and covenants hereinafter set forth, the parties
hereto agree as follows:
A. PURCHASE AND PAYMENT
1. PURCHASE AND SALE OF STOCK.
1.1 Buyer agrees to purchase from Sellers and Sellers agrees to sell,
assign, transfer and deliver to Buyer 100 percent of the issued and
outstanding stock of the Sellers owned by Sellers as described in
Schedule A annexed hereto and made a part hereof (collectively, the
"Stock").
1.2 The purchase and payment for the Stock by Buyer shall take place at
the time and in the manner hereinafter provided, and the sale,
assignment, transfer and delivery of the Stock by Sellers, shall take
place on the Closing Date at the Closing as those terms are
hereinafter defined, subject to the fulfillment of the conditions
hereinafter provided.
2. PURCHASE PRICE.
2.1 The aggregate purchase price of the Stock (the "Purchase Price"),
shall be fifteen million two hundred thousand (15,200,000) common
shares of the Buyer.
2.2 The shares comprising of seven million six hundred thousand
(7,6000,000) common shares of the Buyer of the Purchase Price shall be
transferred to the Sellers at closing.
2.3 The remaining shares comprising of seven million six hundred thousand
(7,600,000) common shares of the buyer of the Purchase Price shall be
held in escrow by the Buyer's attorney Sheila Corvino on behalf of the
Sellers (as set forth in the "Escrow Agreement" attached as Schedule A
hereto), and shall be transferred to the Sellers subject to the
Company's ability to meet the following projected revenue targets:
{PAGE}
2.3.1If and when the Company's gross revenue run rate reaches $100,000 per
month as determined by the most recent Form 10Q or Form 10K filed by
the Buyer, then within 10 days after the applicable filing, the board
of directors of Buyer shall review and determine if revenue target was
met and if met, the Buyer shall, within 30 days thereafter, direct
Sheila Corvino to promptly deliver 3,800,000 common shares of the
Buyer to the Sellers.
2.3.2If and when the Company's gross revenue run rate reaches $200,000 per
month as determined by the most recent Form 10Q or Form 10K filed by
the Buyer, then within 10 days after the applicable filing, the board
of directors of Buyer shall review and determine if revenue target was
met and if met, the Buyer shall, within 30 days thereafter, direct
Sheila Corvino to promptly deliver 3,850,000 common shares of the
Buyer to the Sellers.
2.4 The Parties acknowledge and agree that the remaining common shares
distributable pursuant to paragraph 2.3 above shall be issued to
officers, directors, employees, or advisors of Pipeline in accordance
with the contribution their efforts have made to the Company.
2.5 In the event the Company does not meet the revenue targets as set
forth in 2.3.1 and 2.3.2) prior to March 31, 2005, then any
non-transferred remaining shares of the seven million six hundred
thousand (7,600,000) common shares of the Buyer of the Purchase price
shall be returned to the treasury of the Buyer by the Buyer's
attorney, Sheila Corvino, on behalf of the Sellers, and any further
rights associated with said remaining common shares of the Buyer by
the Sellers shall forever terminate.
B. REPRESENTATIONS AND WARRANTIES OF BUYER
---------------------------------------
Buyer hereby warrants and represents to Sellers and the Company that, as of
the date hereof, the following statements are true and correct.
1. CORPORATE STATUS.
The Buyer is (a) duly organized, validly existing and in good standing
under the laws of the State of Delaware; (b) has full corporate power
to own all of its properties and carry on its business as it is now
being conducted; and (c) is qualified to do business as a foreign
corporation in each of the jurisdictions in which it operates and the
character of the properties owned by the Buyer or the nature of the
business transacted by the Buyer does not make qualification necessary
in any other jurisdiction or jurisdictions.
2. AUTHORITY TO BUYER.
Buyer has full right, power and authority to issue and deliver its
common shares to the Sellers in accordance with the terms of this
Agreement, and otherwise to consummate and close the transaction
provided for in this Agreement in the manner and upon the terms herein
specified.
3. FINANCIAL STATEMENTS.
The Buyer has made available through public record its public
financial filings on form 10K and 10Q through September 30, 2001.
4. PERIOD SINCE MOST RECENT FINANCIALS.
From the date of the most recent reviewed quarterly report, the Buyer
has:
4.1 Not suffered any material adverse change in its financial condition,
assets, liabilities or business.
4.2 Not affirmatively waived, canceled or compromised any of its rights,
debts or claims of substantial value.
4.3 Not made any distribution to its shareholders, as shareholders, of any
assets, by way of dividends, purchase of shares or otherwise, except
as disclosed hereto.
{PAGE}
4.4 Not mortgaged, pledged or granted a lien or encumbrance on any of its
properties or assets.
4.5 Not sold or transferred any of its assets, tangible or intangible
except inventory and other assets sold or disposed of in the ordinary
and usual course of business.
4.6 Not incurred any extraordinary losses, within the meaning of generally
accepted accounting principles, and/or incurred or become liable for
any obligations or liabilities except current liabilities, within the
meaning of generally accepted accounting principles, incurred in the
ordinary and usual course of business, or made any extraordinary
expenditures, within the meaning of generally accepted accounting
principles.
4.7 Other than option issuances as discussed in paragraph 5 below, not
increased the rate of compensation for any of its officers or
directors nor for any executive employees, except as may be in accord
with past practices and in the usual and ordinary course of business
of the Buyer.
4.8 Not experienced any material adverse effect on its business,
properties and assets as the result of any fire, explosion,
earthquake, flood, drought, windstorm, accident, strike, embargo,
confiscation of vital equipment, material or inventory, cancellation
of contracts by any domestic or foreign government, or any agency
thereof, or customer whose business with seller represents 5% or more
of sellers gross revenue, riot, activities of armed forces, or acts of
God or the public enemy.
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