EXHIBIT 2.1
JOLT ACQUISITION TERM SHEET
When signed by all parties, this Term Sheet will memorialize the
terms and conditions of a binding agreement between Xxxxxx X. Xxxxxxx
("Xxxxxxx") and DDL Electronics, Inc. ("DDL") as to all of the terms
herein set forth. This agreement may be supplemented by additional
definitive agreements, instruments and other documents including terms
and conditions customary in transactions of this nature but not
inconsistent herewith. The terms set forth herein shall not be further
modified or negotiated without the consent of both parties and shall be
included in the definitive agreements.
1. DDL will acquire all of the issued and outstanding shares of Jolt
Technology, Inc. in exchange for nine million shares of DDL common
stock.
2. Registration Requirement: DDL will register these shares on
the next available registration of stock, but not later than twelve
months from closing.
3. Lock-up Period: A lock-up period of three months from closing
will be established in the final documents.
4. Closing: This transaction will close as soon as possible
after approval of the issuance of the 9 million shares of common stock
by DDL stockholders. Stockholder approval will be requested at the next
scheduled stockholder meeting. Management and the Board of Directors
agree to support stockholder approval. If stockholder approval is not
obtained, this transaction shall terminate without liability to either
party.
5. Jolt will have at closing, book value of at least $1.5 million of
which not less than $600,000 will be in cash. There will be no
shareholder debt on the Company's books.
6. DDL will seek a fairness opinion for this transaction. If such
an opinion cannot be obtained after reasonable attempts to do so in
which representatives of Jolt may participate this transaction shall
terminate without liability to either party.
7. If it is determined that the consummation of this transaction
will violate any securities laws or regulations or the rules of the New
York Stock Exchange, this transaction shall terminate without liability
to either party.
Agreed as of June 30, 1997:
DDL ELECTRONICS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President & CEO
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
/s/ Xxxxxxxx Xxx Xxxxxx
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Xxxxxxxx Xxx Xxxxxx
