ACQUISITION AGREEMENT
This Acquisition Agreement ("Agreement") by and between eConnect
a Nevada corporation ("Company"), and PowerClick, a Nevada
corporation ("PowerClick"), is made this 7th day of September,
1999.
WHEREAS, PowerClick if the owner of certain website known as
"xxxxxxxxxx.xxx" ("Website"); and
WHEREAS, the Company desires to acquire all right, title, and
interest in the Website from PowerClick on the terms and
conditions set forth in this agreement.
NOW, THEREFORE, in consideration of the promises and mutual
agreements, provisions and covenants herein contained, the
undersigned parties agree as follows:
1. Purchase of Website.
The Company shall purchase the Website from PowerClick on the
following payment terms and conditions: (a) one million
(1,000,000) restricted shares of the Company; and (b) one
million (1,000,000) free trading shares of the Company; and (c)
all of the issued and outstanding shares of xXxx.xxx, Inc., a
Nevada corporation, which are owned by the Company.
2. Representations and Warranties of PowerClick.
PowerClick covenants, represents and warrants to the Company
that:
(a) Ownership of Website. PowerClick owns all right, title,
and interest in the Website, and owns and holds all necessary
trademarks, service marks, trade names, copyrights, patents,
domain names and proprietary information, and other rights
necessary to do its business as now conducted or proposed to be
conducted.
(b) Information. It is understood by the parties that neither
PowerClick nor any of his agents, servants or employees are
making any representation with respect to any activity of any
other firm, person, or corporation. PowerClick does however
represent and warrant that the information furnished by
PowerClick, its agents, servants or employees for and on behalf
of the Company by is true, correct and accurate.
(c) Compliance with Laws. PowerClick has complied with, and is
not in violation of any applicable Federal, State, or local
statutes, laws, and regulations affecting its properties or the
operation of its business.
(d) Litigation. PowerClick is not involved as a defendant or
plaintiff in any suit, action, arbitration, or legal,
administrative or other proceeding, which to the best knowledge
of PowerClick would affect PowerClick or its business, assets,
or financial condition in a negative manner; or, governmental
investigation which is pending; or, to the best of the knowledge
of PowerClick, threatened against or affecting PowerClick or its
business assets or financial condition. PowerClick is not in
default with respect to any order, writ, injunction or decree of
any Federal, State, local/foreign court, department, agency, or
instrumentality applicable to it.
(e) Authority. PowerClick has full power and authority to
execute, deliver, and perform this agreement, and this agreement
is a legal, valid, and binding obligation of PowerClick, and is
enforceable in accordance with its terms and conditions.
(f) Ability to Carry Out Obligations. The execution and
delivery of this agreement by PowerClick and the performance by
PowerClick of its obligations hereunder in the time and manner
contemplated will not cause, constitute, or conflict with, or
result in any of the following: (a) a breach or violation of any
provisions of or constitute a default under any license,
indenture, mortgage instrument, article of incorporation, bylaw,
other agreement or instrument to which PowerClick is a party, or
by which it may be bound, nor will any consents or
authorizations of any party other than those required, (b) any
event that would permit any party to any agreement or instrument
to terminate it or to accelerate the maturity of any
indebtedness or other obligation of PowerClick, or, (c) an event
that would result in the creation or imposition of any lien,
charge, encumbrance on the asset of PowerClick.
(g) Full Disclosure. None of the representations and
warranties made by PowerClick herein, or any exhibit,
certificate or memorandum furnished or to be furnished by
PowerClick on behalf of PowerClick, contains or will contain any
untrue statement of material fact, or omit any material fact,
the omission of which would be misleading.
3. Representations and Warranties of The Company.
The Company covenants, represents and warrants to PowerClick
that:
(a) Information. It is understood by the parties that neither
the Company nor any of its agents, servants or employees are
making any representation with respect to any activity of any
other firm, person, or corporation. The Company does however
represent and warrant that the information furnished by the
Company, its agents, servants or employees for and on behalf of
the Company is true, correct and accurate.
(b) Compliance with Laws. The Company has complied with, and
is not in violation of any applicable federal, state, or local
statutes, laws, and regulations affecting its properties or the
operation of its business.
(c) Litigation. The Company is not involved as a defendant or
plaintiff in any suit, action, arbitration, or legal,
administrative or other proceeding, which to the best knowledge
of the Company would affect the Company or its business, assets,
or financial condition in a negative manner; or, governmental
investigation which is pending; or, to the best of the knowledge
of the Company, threatened against or affecting the Company or
its business assets or financial condition. The Company is not
in default with respect to any order, writ, injunction or decree
of any federal, state, local/foreign court, department, agency,
or instrumentality applicable to it.
(d) Authority. The Company has full power and authority to
execute, deliver, and perform this agreement, and this agreement
is a legal, valid, and binding obligation of the Company, and is
enforceable in accordance with its terms and conditions.
(e) Ability to Carry Out Obligations. The execution and
delivery of this agreement by the Company and the performance by
the Company of its obligations hereunder in the time and manner
contemplated will not cause, constitute, or conflict with, or
result in any of the following: (a) a breach or violation of any
provisions of or constitute a default under any license,
indenture, mortgage instrument, article of incorporation, bylaw,
other agreement or instrument to which the Company is a party,
or by which it may be bound, nor will any consents or
authorizations of any party other than those required, (b) any
event that would permit any party to any agreement or instrument
to terminate it or to accelerate the maturity of any
indebtedness or other obligation of the Company, or, (c) an
event that would result in the creation or imposition of any
lien, charge, encumbrance on the asset of the Company.
(f) Full Disclosure. None of the representations and
warranties made by the Company herein, or any exhibit,
certificate or memorandum furnished or to be furnished by the
Company on behalf of the Company, contains or will contain any
untrue statement of material fact, or omit any material fact,
the omission of which would be misleading, provided that the
auditor of the Company's financial statements shall be
ultimately responsible for certifying the truth and accuracy of
the Company's audited financial statement.
4. Covenants Prior to and Subsequent to Closing. It is agreed
between the parties hereto that representatives of the Company
may visit the offices of PowerClick to obtain copies of data
contained in all currently active files or current contracts and
agreements of any and all categories of business, with any
company or person, as related to the Website. Any and all such
data and documentation not previously released by PowerClick,
and being currently in the possession of PowerClick, shall be
delivered into hands of the officers of the Company. Such data
and documentation shall include all copies of files, documents,
shareholders and directors minutes, minute books/records, etc.,
at the earliest possible time, on or after the effective date
hereof.
5. Conditions Precedent to Performance by Parties.
(a) Conditions. The parties to this agreement and the
obligations hereunder shall be subject to the satisfaction at
closing of all the conditions set forth above.
(b) Accuracy of Representations. Except as otherwise permitted
by this agreement, all representations and warranties by either
party in agreement or in any other written statement delivered
to the other under this agreement shall be true and accurate on
and as of the effective date as though made at this time.
(c) Performance. The parties shall have performed, satisfied
and complied with all covenants, agreements and conditions
required by this agreement to be performed or complied with it
on or before the effective date.
(d) Absence of Litigation. No action, suit, or proceeding
before any court or any governmental body or authority,
pertaining to the transaction contemplated by this agreement or
its consummation, shall have been instituted or threatened
against either the Company or PowerClick on or before the
effective date. No action, suit, or other proceeding before any
court or other governmental body or authority that could
jeopardize or put at risk of loss, the current assets of
PowerClick or the Company, shall have been instituted or
threatened against either on or before the effective date of
this agreement. PowerClick and/or the Company shall resolve in
its favor any dispute, action, or threatened legal action, from
any court or any governmental body, prior to the effective date
of this agreement, in the event any such action or so threat of
action should currently exist. Any dispute in which PowerClick
or the Company may have a part, any action, suit or proceeding
by any person, entity, court or governmental body or authority
against PowerClick and/or the Company left unresolved on the
effective date of this agreement, shall immediately render this
Agreement, on that date forever null and void, without further
notice from either PowerClick or the Company.
6. Miscellaneous.
(a) Access to Books and Records.
To enable the Company to coordinate the activities of PowerClick
with those of the Company on and after the Effective Date,
PowerClick shall, before the Effective Date, afford to the
officers and authorized representatives of the Company free and
full access to the plants, properties, books and records of
PowerClick, and the officers of PowerClick will furnish the
Company with financial and operating data and other information
as to the business and properties of related to the Website as
the Company shall from time to time reasonably request. The
Company and PowerClick agree that, unless and until the
acquisition contemplated by this Agreement has been consummated,
the Company and PowerClick and their officers and
representatives will hold in strict confidence all data and
information obtained from one another as long as it is not in
the public domain, and if the merger provided for is not
consummated as contemplated, the Company and PowerClick will
each return to the other party all data as the other party may
reasonably request.
(b) Non-Competition.
The signatory on behalf of PowerClick agrees that for a period
of two (2) years after the Effective Date of this Agreement, he
shall not, directly or indirectly, own, manage, operate,
control, be employed by, perform services for, consult with,
solicit business for, participate in, or be connected with the
ownership, management, operation, or control of any business
which performs services materially similar to or competitive
with those provided by the Website.
(c) Rights Cumulative; Waivers.
The rights of each of the parties under this Agreement are
cumulative. The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an
express waiver or variation in writing. Any failure to exercise
or any delay in exercising any of such rights shall not operate
as a waiver or variation of that or any other such right. Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right. No act or course of conduct or negotiation on the part
of any party shall in any way preclude such party from
exercising any such right or constitute a suspension or any
variation of any such right.
(d) Benefit; Successors Bound.
This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.
(e) Entire Agreement.
This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof. There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement. Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.
(f) Assignment.
Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in
whole or in part, without the written consent of the other
party, and any purported assignment in violation hereof shall be
void.
(g) Amendment.
This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.
(h) Severability.
Each part of this Agreement is intended to be severable. In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to
the extent necessary to render it enforceable and as so severed
or modified, this Agreement shall continue in full force and
effect.
(i) Section Headings.
The Section headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
(j) Construction.
Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one
or no gender shall be deemed to include the equivalent pronoun
of the other or no gender.
(k) Further Assurances.
In addition to the instruments and documents to be made,
executed and delivered pursuant to this Agreement, the parties
hereto agree to make, execute and deliver or cause to be made,
executed and delivered, to the requesting party such other
instruments and to take such other actions as the requesting
party may reasonably require to carry out the terms of this
Agreement and the transactions contemplated hereby.
(l) Notices.
Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery
or by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to
designate a different address by notice similarly given):
To the Company:
Xx. Xxxxxx X. Xxxxxx
eConnect
2500 Xxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
To PowerClick:
Xx. Xxxxxxxxx Xxxxxxx
000 Xxxxx Xxxx Xxx, #000
Xxx Xxxxx, Xxxxxx 00000
(m) Governing Law.
This Agreement shall be governed by the interpreted in
accordance with the laws of the State of California without
reference to its conflicts of laws rules or principles. Each of
the parties consents to the exclusive jurisdiction of the
federal courts of the State of Nevada in connection with any
dispute arising under this Agreement and hereby waives, to the
maximum extent permitted by law, any objection, including any
objection based on forum non coveniens, to the bringing of any
such proceeding in such jurisdictions.
(n) Consents.
The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of
such party.
(o) Termination of Agreement.
This Agreement shall terminate on the Effective Date unless all
actions required under this Agreement have not been fully
performed.
(p) Survival of Provisions.
The representations and warranties contained in this Agreement
shall not expire with, and be terminated and extinguished by,
this Agreement on the Effective Date.
(q) Execution in Counterparts.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered as of the date first above written.
eConnect
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx S, Xxxxxx, President
PowerClick
By: /s/ Xxxxxxxxx Xxxxxxx
Xxxxxxxxx Xxxxxxx, President
