The Purchase and Exchange. (a) On the Closing Date, the ICS Shareholders shall sell, transfer, and assign 60% of the fully diluted shares in ICS to Purchaser, free and clear of any liens, and Purchaser shall purchase, accept, and assume the share consideration to the ICS Shareholders on the Closing Date, the cash by wire transfer to the ICS Shareholder’s bank accounts, and the Shares by physical delivery. Purchaser shall also deliver on the Closing Date the other 50% of the Stock Consideration to a third party escrow account (the “Escrow Account”), subject to a mutually agreeable escrow agreement (the “Escrow Agreement”). The ICS Shareholders understand that the Shares will be issued pursuant to an exemption from registration or qualification under the 1933 Act and applicable state securities laws and except as set forth below, the Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. Certificates evidencing the Shares shall not be required to contain the legend set forth above or any other legend (i) while a registration statement (including a Registration Statement) covering the resale of such Securities is effective under the 1933 Act, (ii) following any sale of such Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 (provided that a holder provides IMI with reasonable assurances that such Shares are eligible for sale, assignment or transfer under Rule 144 which shall include an opinion of counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), pr...
The Purchase and Exchange. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Section 3.03) the following events shall occur. A4 shall:
a) execute and tender to PAIVIS a Bxxx of Sale transferring those assets of A4 identified on Exhibit X1 attached hereto to PAIVIS. Such shall constitute substantially all assets of the business of A4.
b) execute and tender to PAIVIS and thereby grant to PAIVIS at Closing an option to purchase all the issued and outstanding shares of A4, a copy of which is attached hereto as Exhibit X2. Such shall provide that such option shall be exercisable by the tender of consideration specified as shares of PAIVIS as identified in Section 3.02(a) hereinafter. Such option shall be subject to election by PAIVIS at anytime subsequent to one hundred twenty (120) days after the date of closing, but shall expire on the 366th date after closing, unless extended as provided in such Exhibit.
c) execute an Acknowledgement and Agreement at Closing whereunder, A4 shall agree to maintain those credit facilities identified on Exhibit X3 for the sole and exclusive purpose of the purchase of product for the operation of the business entity to be formed by PAIVIS post-Closing identified as “New Co”, the intentions of the parties being that such corporation shall be merged into A4 upon exercise of option as provided in section b hereinabove.
d) provide a Resolution of the Directors of A4 which shall authorize its agent to execute all documents identified to be executed and/or tendered at Closing. PAIVIS shall:
a) tender to A4 payment of Fifty thousand and no/100 dollars at Closing.
b) execute and tender to A4 at Closing a promissory note (“Note”) payable in the amount of One hundred forty thousand and no/100 dollars. The note shall be paid in fourteen monthly installments of ten thousand and no/100, and such shall be substantially in accordance with those terms provided in Exhibit X4 attached hereto. Such shall include the assessment and accrual of interest at the rate of ten (10%) percent per annum, but shall include that all such interest shall be abated if all payments shall be made in a timely manner. Such shall include provisions that upon a default in the payment of the obligations therein, the Holder of such may demand and PAIVIS, and or its assignee, shall surrender all assets conveyed hereunder, or any accessions thereto, to such Holder. The parties acknowledge and agree that such Note shall be assigned to Virasack ...
The Purchase and Exchange. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Section 3.03), each DPC Shareholder who shall elect to accept the purchase and exchange offer described herein (the "Accepting Shareholders"), shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, the Assets of DPC set forth on Schedule 1.19(c) attached hereto, in the aggregate constituting 100% of the Assets; the objective of such Exchange being the acquisition by Sub of 100% of the Assets of DPC. In exchange for the transfer of such Assets by the DPC Shareholders, PAIVIS shall:
a) issue to the DPC Shareholders, Preferred Series D shares (the “Preferred Shares” or “the Initial Shares”) equal to $3,750,000.The preferential provisions (the “Provisions”) of the Preferred Shares will be defined at or before Closing and;
b) pay to the DPC Shareholders an aggregate of $2,250,000 in cash, and;
c) pay to the DPC Shareholders $500,000 upon reaching operational milestones (the “Milestones”) related to Get Mobile Inc. a subsidiary of DPC , to be defined at or before Closing, and d) the Preferred Shares will have piggy back registration rights. The Piggy Back Registration Rights Agreement shall be delivered and executed at or before Closing; and e) payment of the Federal Excise Tax Refund as described in Section 3.02 herein to the shareholders of DPC (the “Refund”), At the Closing, one hundred percent (100%) of the Assets recorded on the Consolidated Balance Sheet of DPC as at September 30, 2007 will be transferred to SUB. Upon consummation of the transaction contemplated herein, assuming participation by all of the DPC Shareholders, all of the Assets of DPC shall be held by Sub.
The Purchase and Exchange
