Exhibit 10
ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT (hereinafter designated the "Agreement") is
made as of the 18th day of May, 2000 by and among XXXXXXXXXXXX.XXX (hereinafter
designated as "Seller"), a Florida corporation, and THE FINANCIAL COMMERCE
NETWORK, INC. (hereinafter designated "Buyer"), a Nevada Corporation, premised
upon the following facts:
RECITALS
WHEREAS, Seller presently engages in the business of providing
investment education, financial newsletters, real-time quotes, research
reports and other services via it's xxxxxxxxxxxx.xxx web site;
WHEREAS, Buyer desires to acquire all of the outstanding shares of
XxxxxXxxxxxx.xxx; and
WHEREAS, Buyer is familiar with the business of Seller, including
operations, financial condition and its assets and has had an
opportunity to ask questions of and receive answers from the officers
of Seller regarding such matters;
1. NOW, THEREFORE, based on the recitals set forth above, and in
consideration of the mutual promises set forth below, Buyer
shall tender 200,000 shares of common stock of The Financial
Commerce Network, Inc. with restrictive legend, until such
time as the shares are registered, in exchange for all of
Seller's issued and outstanding shares totaling 11,350,000 of
XxxxxXxxxxxx.xxx; Buyer shall also assume certain liabilities,
and assets as set forth on Schedule A, the full receipt and
sufficiency of the heretofore stated consideration is hereby
acknowledged by Seller, The parties agree that the terms of
this agreement were reached under the terms of a Letter of
Intent signed May 6, 2000.
The common stock of TFCN presently trades on the NASDAQ
Over-the-Counter Bulletin Board. This Acquisition Agreement
provides the following 'reset' provision that, if on the sixth
(6) month anniversary of the closing, if the price of TFCN
common stock is below a $2.00 bid price for five consecutive
trading days, then the selling shareholders will be given an
additional number of TFCN common stock to offset the decline
in price. The value of the common stock at the sixth month
anniversary shall not be less then $400,000.00. Neither TFCN
or any of its subsidiaries, nor any of its officers, directors
or employees shall acquire TFCN shares Or otherwise take any
action to cause the price of the shares to increase during the
period from the execution of the Acquisition Agreement and the
Closing.
The parties to this Agreement (hereinafter collectively designated
"Parties" and severally
designated "Party") hereby agree as follows:
1. (a) Seller agrees to immediately execute, acknowledge and deliver to
Buyer the Irrevocable Stock Power and Xxxx of Sale attached to this
Agreement as Exhibit 1, which are incorporated herein for all purposes
as though My set forth, relating to that certain personal property
described therein (hereinafter designated "Assigned Property"). Each of
the Parties acknowledges and agrees that the Assigned Property shall
consist of the following:
(i) All trade credits, credits, accounts receivables,
from any purchaser of goods and/or services, attached
liabilities
1. (b) Seller warrants that it has good and marketable title to all of
the assets of the Business, exclusive of the property which indicates
"Leased", executed of even date herewith, free and clear of all
mortgages, liens, pledges, or encumbrances.
1. (c) There exists, to the best of Seller's knowledge, no restriction
on the right of Seller to assign and/or transfer any or all of the
assets, or convey good title thereto, as contemplated by this
Agreement.
1. (d) The Executives and majority shareholders agree to tender all
issued and outstanding shares issued in their names, and those shares
subsequently gifted, in exchange for the 200,000 restricted shares of
The Financial Commerce Network, Inc.
2. Seller shall execute and deliver any additional documents and/or
instruments, and take any and all other actions and do any and all
other things necessary or appropriate, consistent with the terms of
this Agreement, to consummate or otherwise implement the conveyance of
the Assigned Property by Seller to Buyer as contemplated in this
Agreement and such request is reasonable in character and scope, and
all costs related thereto arc paid by Buyer.
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3. To the best of its knowledge, Seller has no liabilities other than
those assumed by Buyer. In the event other liabilities exist that are
not listed, the debts or liabilities shall remain the obligation of
Seller. Whereas, the Parties agree that Buyer shall not assume any
liability or obligation of Seller unless stated specifically herein or
not listed on the Schedule A. Further, the Parties agree that Buyer
shall have no obligations to Seller or any third party unless
specifically stated herein.
4. The Parties agree that Seller shall be solely responsible for all
taxes of every nature and kind, including without limitation, federal,
state, local; sales, property, use or ad valorem taxes which occurred
in the calendar years 1999.
5. (a) Seller represents and warrants to Buyer that it is in full
compliance with all federal, state, and local laws, rules, ordinances
and regulations in connection with the operation of the Business and
the Business Premises. Seller further represents and warrants that
Seller has obtained and fully paid all fees, taxes and assessments in
connection with all permits or licenses required for the operation of
the Business and Business Premises.
5. (b) Seller does hereby assign, sell, transfer, grant and convey any
and all of Seller's licenses or permits (to the extent permitted by
law) pertaining to the Operation of the Business and/or the Business
Premises, until either the date of renewal, or for so long as permitted
by applicable law. Buyer shall apply for any license or permit that is
not assignable or transferable.
6. Seller represents and warrants that it knows of no pending or
imminent violations of any laws, rules, regulations, or ordinances
which would adversely impact the Business or Business Premises.
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7. Seller and Buyer agree to prorate incidental business expenses
incurred by Buyer or Seller as of the date of closing, which
expenses shall not include any expenses other than telephone
charges, rent, and utility expenses (such as gas, water and
electricity), Any amounts due either Party shall be paid
within thirty (30) days after notification by either Party to
the other Party that such payment has occurred.
8. All notices hereunder shall be in writing and may be given or
served by delivering same in person, or by prepaid messenger
to the person to be notified or by depositing the same in the
mail, postage prepaid, registered or certified mail with
return receipt requested to the Party to be notified at the
address herein specified. Notice given in any manner shall be
effective only if and when received at the address of the
person to be notified. For the purpose of notice, the address
of the Parties shall be, until changed as hereinafter provided
for, as follows:
if to Seller:
XxxxxXxxxxxx.xxx
0000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
if to Buyer:
The Financial Commerce Network, Inc.
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
9. Except as otherwise set forth in this Agreement, each of the
Parties acknowledges and agrees that Buyer is not liable or
responsible for any liabilities of Seller arising after the
date of this Agreement. Buyer shall pay, perform and otherwise
be responsible for all costs of operating- the Business which
arise after the execution of this
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Agreement including, without limitation of the foregoing, all
liabilities attributable to salaries and payroll. Except as
stated herein, Seller shall be responsible for and retain all
liabilities incurred in the operation of the Business
(together with any of its other liabilities) arising on or
prior to the execution of this Agreement and -indemnify,
defend, and hold Buyer harmless from any claim, demand or
cause of action asserted for acts, or omissions, which
occurred prior to the effective date of this Agreement.
10. Seller represents that this Agreement, the Assignments and
Xxxx of Sale have been duly authorized, executed and delivered
pursuant to all necessary corporate action by Seller- Buyer
represents that this Agreement and the Assignment and Xxxx of
Sale have been duly authorized, executed and delivered
pursuant to all necessary corporate action by Buyer.
11. CONSTRUCTION: The validity, interpretation and performance of this
Agreement shall be governed and construed in accordance with the laws
of New York. AU paragraphs headings herein are for convenience only and
are in no way to be construed as part of this Agreement or as a
limitation of the scope of the particular Sections to which they may
refer.
12. SEPARABILITY: If any section, subsection, sentence or clause of
this Agreement shall be adjudged illegal, invalid or unenforceable,
such illegality, invalidity or unenforceability shall not affect the
legality, validity or enforceability of this Agreement as a whole or of
any section, subsection, sentence or clause hereof not so adjudged.
13. SUCCESSORS AND ASSIGNS: The covenants and agreements contained in
this Agreement shall apply to, inure to the benefit of and be binding
upon the parties hereto and upon their respective successors and
assigns.
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14. This Agreement constitutes the entire understanding between the
Parties and supersedes all prior and contemporaneous statements and
representation of the Parties, if any, that were made in connection
herewith, It is expressly understood and agreed that this Agreement may
be executed in a number of identical counterparts or originals, each of
which shall be deemed an original for all purposes. It is expressly
understood and agreed that this Agreement shall be governed by and
interpreted and enforced in accordance with the laws of the State of
New York. Time is of the essence in the performance of all obligations
under this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the
date and year first written above.
XXXXXXXXXXXX.XXX
By: /s/ XXXXXXX X. XXXXXXX
--------------------------
Xxxxxxx X. Xxxxxxx
President
By: /s/ XXXXX XXXXXX
--------------------------
Xxxxx Xxxxxx
CFO
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By: /s/ XXXXXX XXXXXX
--------------------------
Xxxxxx Xxxxxx
THE FINANCIAL COMMERCE NETWORK, INC.
By: /s/ XXX XXXXXXXX
--------------------------
Xxx Xxxxxxxx
President
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