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EXHIBIT 2.1
ACQUISITION AGREEMENT
This Agreement, entered into on this 17 day of October, 1997, by and
between Halo Holdings of Nevada, a Nevada corporation (hereinafter referred to
as "Halo Nevada"), and Xxx Xxxxxx ("Xxxxxx") and Xxxxx Xxxxxxxxxxxx
("Kerschenbaum"), as the sole shareholders of Gravity Pilot Air, Inc., a
Delaware corporation (hereinafter referred to as "Gravity"), and Halo Holdings,
Inc., a Delaware corporation (hereinafter referred to as "Halo Delaware").
WHEREAS, in the interest of better serving the business interests of
Gravity and Halo Delaware, Halo Nevada has been formed, and
WHEREAS, the purpose of this Acquisition Agreement is for the eventual
transfer of all of the business and operations of Gravity and Halo Delaware
into Halo Nevada.
NOW THEREFORE, the parties hereto agree as follows:
1. Within ninety (90) days of the date of this Agreement, Halo Delaware
agrees to transfer all of its assets to Halo Nevada.
2. Within ninety (90) days of the date of this Agreement, Xxxxxx and
Kerschenbaum, the sole shareholders of Gravity, shall exchange all of the
existing shares of common stock of Gravity for 300,000 shares of convertible
preferred stock of Halo Nevada (hereinafter referred to as "Preferred Shares").
The conversion feature of the Preferred Shares shall not be exercisable until
the common stock price reaches $5.00 per share bid price on a public market.
The conversion ration of the Preferred Shares shall be one Preferred share per
share of common stock of Halo Nevada.
3. Halo Nevada agrees to assume any and all liabilities of Halo Delaware
and Gravity respectively upon the completion of the exchange and transfer as
provided herein.
4. Halo Delaware and Gravity hereby expressly agree not to transfer or
otherwise dispose of any significant assets of the respective corporations
until this transaction is complete without the express written consent of Halo
Nevada and their lender, Xxxxxxx Xxxxxx.
5. Halo and Gravity jointly and severally agree to assume all of the
debts of Halo Nevada if the transaction that is the subject of this Agreement
is not consummated within ninety (90) days of the date of this Agreement.
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IN WITNESS WHEREOF, the parties hereto set their hands this 17 day of
October, 1997.
Halo Holdings, Inc. Halo Holdings of Nevada, Inc.
By: /s/ XXXXXX XXXXXX By: /s/ XXXXXX XXXXXX
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Xxxxxx Xxxxxx, President Xxxxxx Xxxxxx, President
Gravity Pilot Air, Inc.
By: /s/ XXXXXX XXXXXX /s/ XXXXXX XXXXXX
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Xxxxxx Xxxxxx, President Xxxxxx Xxxxxx
/s/ XXXXX XXXXXXXXXXXX
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Xxxxx XXXXXXXXXXXX
