EXHIBIT 1.3
PLAN AND AGREEMENT OF REORGANIZATION
by exchange by
ACCESSPOINT CORPORATION,
a Nevada corporation,
of its common voting stock for common voting stock of
BLACK SUN GRAPHICS INC.
a California corporation
PLAN AND AGREEMENT OF REORGANIZATION
THIS PLAN AND AGREEMENT OF REORGANIZATION ("Plan") is executed this 1st day of
May, 2000, and made effective for valuation purposes as of April 7, 2000 by and
between Accesspoint Corporation, a Nevada corporation ("Accesspoint"), and Black
Sun Graphics, Inc., a California corporation ("BSG") and those persons set forth
on Exhibit "A" attached hereto and made a part hereof, who are hereinafter
sometimes collectively referred to as "Shareholders" and individually referred
to as "Shareholder." Accesspoint, BSG and the Shareholders are sometimes
herein referred to individually as a "party" and collectively as the "parties."
R E C I T A L S
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A. WHEREAS, BSG and the Shareholders desire to exchange shares of common
voting stock of BSG for common voting shares of Accesspoint;
B. WHEREAS, Accesspoint desires to acquire the shares of BSG in exchange
for common voting stock of Accesspoint;
C. WHEREAS, this Plan provides for a tax-free exchange as contemplated
above pursuant to the provisions of Section 368(a)(1)(B) of the Internal Revenue
Code of 1986, as amended.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereto agree as follows:
ARTICLE 1.
PLAN OF REORGANIZATION
1.1. Adoption of Plan. This plan of reorganization of Accesspoint and BSG
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is adopted pursuant to the provisions of Section 368(a)(1)(B) of the Internal
Revenue Code of 1986 as follows:
1.1.1. The purchase price for BSG shall be Three Hundred Fifty
Thousand Dollars ($350,000.00) payable in Seventy Thousand (70,000) shares of
Accesspoint common stock valued at Five Dollars and 00/100 ($5.00) each.
1.1.2. Each BSG Shareholder will transfer to Accesspoint the number
of shares of capital stock of BSG opposite his or her name as set forth in
Exhibit "B,"
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incorporated herein by this reference, which together will constitute all of the
issued and outstanding shares of common voting stock of BSG of any and all
classes or series and of any nature whatsoever ("BSG Shares").
1.1.3. The exchange shall be for all of the outstanding common voting
stock of BSG.
1.1.4. In exchange for the number of shares transferred by each
Shareholder, Accesspoint will cause to be delivered to each Shareholder the
number of shares of Common Voting Stock ("Accesspoint Shares") opposite the name
of the Shareholder as set forth in Exhibit "B." The Accesspoint Shares may
consist of issued and outstanding, treasury, or authorized but unissued, shares,
or any combination thereof. The Accesspoint Shares shall be fully vested in the
names of the Shareholders when distributed from the exchange escrow to the
Shareholders.
1.2. Closing Date. Subject to the conditions precedent set forth herein to
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the obligations of the parties to consummate the transaction, the exchange shall
be closed and the plan of reorganization shall be consummated at 00 Xxxxxxxxx
Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx, no later than May 15, 2000 at 11:00 A.M.,
or such other place and date as may be fixed by mutual consent of the parties.
The date of such consummation is the "Close," "Closing" or "Closing Date''
referred to herein. The Closing may, by mutual consent of the parties, be
conducted via telephone and facsimile machine, without physical presence at the
site of the Closing.
1.3. Exchange. The Closing shall be conducted through an exchange as set
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forth herein. The exchange shall be for the purposes of effecting the
transaction contemplated herein. The parties shall make the following minimum
deposits at the time of the exchange:
1.3.1. Shareholders shall deliver original certificates, endorsed or
otherwise in form for transfer, representing the BSG Shares to Accesspoint.
Shareholders agree that the shares to be transferred by them are subject to the
interests of Accesspoint hereunder.
1.3.2. Accesspoint shall deliver either original certificates,
endorsed or otherwise in form for transfer, representing the Accesspoint Shares,
or written instructions to its stock transfer agent to issue certificates to the
Shareholders.
ARTICLE 2.
REPRESENTATIONS AND WARRANTIES
OF BSG AND SHAREHOLDERS
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BSG and the Shareholders represent and warrant to, and agree with
Accesspoint, that the following shall be true and correct as of the date of the
Closing:
2.1. Organization. BSG is a corporation duly organized, validly existing
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and in good standing under the laws of the State of California. BSG has all
requisite corporate power and authority to own, lease and operate its properties
and to carry on its business as now being conducted. BSG is duly qualified to
do business and in good standing in each other jurisdiction, if any, in which
its property or business makes such qualification necessary. BSG has heretofore
delivered to Accesspoint true, accurate and complete copies of BSG's Articles of
Incorporation and By-Laws as in effect on the date hereof and minutes of all
meetings of shareholders and directors of BSG held through and including the
date of this Plan. BSG is not in violation of any of the provisions of its
Articles of Incorporation or By-Laws. BSG has no subsidiaries or affiliates and
does not otherwise own any shares of stock or any interest in, or control, any
other person or entity.
2.2. Authority Relative to this Plan. BSG has full corporate power and
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authority to execute and deliver this Plan and to consummate the transactions
contemplated hereby. The execution and delivery of this Plan and the
consummation of the transactions contemplated hereby have been duly and validly
authorized by the Board of Directors of BSG and, except for approval of the
shareholders of BSG, no other corporate proceedings on the part of BSG are
necessary to authorize this Plan or to consummate the transactions contemplated
hereby. This Plan has been duly and validly executed and delivered by BSG and
constitutes a valid and binding agreement, enforceable against it in accordance
with its terms.
2.3. No Conflict; Required Filings and Consents. The execution and
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delivery of this Plan by BSG does not, and the consummation of the transactions
contemplated hereby will not, (i) to the best knowledge of BSG after due inquiry
("Best Knowledge"), conflict with or violate any law, regulation, court order,
judgment or decree applicable to BSG or by which its properties are bound or
affected, (ii) except as set forth on Schedule 2.3, violate or conflict with
either the Certificate of Incorporation or By-Laws of; or (iii) except as set
forth on Schedule 2.3, result in any breach of or constitute a default (or an
event which with notice or lapse of time or both would become a default) under,
or give to others any right of termination or cancellation of, or result in the
creation of a lien on any of the properties of BSG pursuant to any contract to
which it is a party or by which BSG or any of its respective properties is bound
or affected.
2.3.1. Except for compliance with applicable state securities laws,
BSG is not required to submit any notice, report or other filing with any
governmental entity or regulating body, domestic or foreign, in connection with
the execution, delivery or performance of this Plan or the consummation of the
transactions contemplated hereby. No waiver, consent, approval or authorization
of any governmental entity or regulatory
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body, domestic or foreign, is required to be obtained or made by BSG in
connection with its execution, delivery or performance of this Plan or the
consummation of the transactions contemplated hereby.
2.4. Capitalization; Legality of Issuance.
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2.4.1. BSG has authorized capital stock of 1,000 shares of common
stock, no par value, of which at least 1,000 shares are issued and outstanding.
All the outstanding shares of capital stock of BSG have been duly authorized and
are validly issued, fully paid and non-assessable. No options, warrants,
conversion rights, subscriptions or purchase rights of any nature to acquire
from BSG, or commitments of BSG to issue, shares of capital stock or other
securities are authorized, issued or outstanding, nor is BSG obligated in any
other manner to issue shares or rights to acquire any of its capital stock or
other securities. None of BSG's outstanding securities or authorized capital
stock is subject to any rights of redemption, repurchase, rights of first
refusal, preemptive rights or other similar rights, whether contractual,
statutory or otherwise, for the benefit of BSG, any stockholder, or any other
person or entity. There are no restrictions on the transfer of shares of
capital stock of BSG other than those imposed by relevant federal and state
securities laws and as otherwise contemplated by this Plan. There are no
agreements, understandings, trusts or other collaborative arrangements or
understandings concerning the voting or transfer of the capital stock of BSG.
Subject to the filing of one or more Notices of Transaction pursuant to Section
25102(f) of the California Corporation Code (the "CCC"), the offer and sale of
all capital stock and other securities of BSG issued before the date hereof and
to be issued hereafter complied with or were exempt or will comply with or be
exempt from all applicable federal and state securities laws and no stockholder
has a right of rescission or damages with respect thereto. BSG does not have
outstanding, and has no obligation to grant or issue, any "phantom stock" or
other right measured by the profits, revenues or results of operations of BSG or
any portion thereof; or any similar rights.
2.4.2. The Shares, when issued, sold and delivered in accordance with
the terms hereof, will be validly issued, fully paid and non-assessable and will
be issued in compliance with all applicable United States federal and state
securities laws.
2.5. Financial Statements.
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2.5.1. BSG's balance sheet as of April 30, 2000 (the "Balance
Sheet"), and the related statements, if any (the "BSG Financial Statements"),
which have been compiled by BSG internally, copies of which have been delivered
by BSG to Accesspoint, fairly present the financial condition of BSG as of said
dates and the results of its operations for the periods then ended. The BSG
Financial Statements have been prepared in conformity with generally accepted
accounting principles
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consistently applied for the periods covered. The BSG Financial Statements (x)
have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis, (y) in accordance with the books and records of
BSG and (z) present fairly the financial position and results of operations of
BSG at the dates and for the periods to which they relate. BSG has maintained
its books of account in accordance with generally accepted accounting principles
applied on a consistent basis, and such books and records are, and during the
periods covered by BSG Financial Statements were, correct and complete in all
material respects, fairly and accurately reflect and reflected the income,
expenses, assets and liabilities of BSG, and provide and provided a fair and
accurate basis for the preparation of BSG Financial Statements and of the tax
returns and reports of BSG.
2.5.2. Except as set forth on Schedule 2.5.2 and as to the extent
reflected in BSG's Balance Sheet, on April 30, 0000, XXX did not have any direct
or indirect Liabilities, whether due or to become due, or arising out of
transactions entered into, or any state of facts existing, on or prior to April
30, 2000 which would be required to be reflected on BSG's Interim Balance Sheet
in accordance with generally accepted accounting principles.
2.6. Real and Personal Property.
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2.6.1. BSG owns no real property. BSG has delivered to Accesspoint
correct and complete copies of all personal property leased or subleased by BSG.
With respect to each such lease and sublease:
2.6.1.1. There are no disputes, oral agreements, or
forbearance programs in effect as to the lease or sublease; and,
2.6.1.2. BSG has not assigned, transferred, conveyed,
mortgaged, deeded in trust, or encumbered any interest in the personal property.
2.6.2. BSG has good and marketable title to, or valid leasehold
interests in, all other assets used or held for use in the conduct of its
business, including, without limitation, the assets reflected on the April 30,
2000 Balance Sheet or acquired after the date thereof (other than those which
have been disposed of in the ordinary course of business since such date), free
and clear of any liens, other than liens reflected on the April 30, 2000 Balance
Sheet and liens for taxes not yet due and payable. All of the assets owned or
leased by BSG are in all material respects in good condition and repair,
ordinary wear and tear excepted, and well maintained. Except as set forth on
Schedule 2.6, there are no material capital expenditures currently contemplated
or necessary to maintain the current business of BSG.
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2.7. Absence of Undisclosed Liabilities. Except to the extent reflected
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or reserved against in the Balance Sheet as of April 30, 2000 and Schedule
2.5.2, BSG does not have at that date any liabilities or obligations (secured,
unsecured, contingent or otherwise) of a nature customarily reflected in a
corporate balance sheet prepared in accordance with generally accepted
accounting principles ("Liabilities").
2.8. Absence of Certain Changes. Since April 30, 2000, (i) there has been
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no material adverse change in the condition (financial or otherwise), assets,
liabilities, results of operations, business or prospects of BSG, and (ii)
nothing has occurred relative to the business or prospects of BSG that would
have a material adverse effect on the future business of BSG.
2.9. Litigation. No investigation or review by any governmental entity or
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regulatory body, foreign or domestic, with respect to BSG is pending or, to the
Best Knowledge of BSG, threatened against BSG, and no governmental entity or
regulatory body has advised BSG of an intention to conduct the same. There is
no claim, action, suit, investigation or proceeding pending or, to the Best
Knowledge of BSG, threatened against or affecting BSG at law or in equity or
before any federal, state, municipal or other governmental entity or regulatory
body, or which challenges the validity of this Plan or any action taken or to be
taken by BSG pursuant to this Plan. As of the date hereof, BSG is not subject
to, nor is there in existence, any outstanding judgment, award, order, writ,
injunction or decree of any court, governmental entity or regulatory body
relating to BSG.
2.10. Contracts.
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2.10.1. BSG has provided, or prior to the Closing will provide,
Accesspoint with the following contracts, agreements, leases, licenses,
arrangements, commitments, sales orders, purchase orders or any claim or right
or any benefit or obligation arising thereunder or resulting therefrom and
currently in effect, whether oral or written to which BSG is a party
("Contracts"):
2.10.1.1. Any Contract (or group of related Contracts) for
the lease of personal property to or from any person providing for lease
payments in excess of $10,000 per annum;
2.10.1.2. Any Contract (or group of related Contract) for
the purchase or sale of raw materials, commodities, supplies, products, or other
personal property, or for the furnishing or receipt of services, the performance
of which will extend over a period of more than one year, result in a loss to
BSG, or involve consideration in excess of $10,000;
2.10.1.3. Any Contract concerning a partnership or joint
venture;
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2.10.1.4. Any Contract (or group of related Contracts)
under which it has created, incurred, assumed, or guaranteed any indebtedness
for borrowed money, or any capitalized lease obligation or under which it has
imposed a lien on any of its assets, tangible or intangible;
2.10.1.5. Any Contract concerning confidentiality or
noncompetition;
2.10.1.6. Any profit sharing, stock option, stock purchase,
stock appreciation, deferred compensation, severance or other plan or
arrangement for the benefit of its current or former directors, officers, and
employees;
2.10.1.7. Any Contract under which it has advanced or
loaned any amount to any of its directors, officers, and employees outside the
ordinary course of business;
2.10.1.8. Any Contract under which the consent of the other
party thereto is required in connection with the assignment of such Contract in
connection with the transaction contemplated hereby;
2.10.1.9. Any Contract under which the consequences of a
default or termination could have a material adverse effect on BSG; or
2.10.1.10. Any other Contract (or group of related
Contracts) the performance of which involves consideration in excess of $10,000.
2.10.2. All Contracts have been duly authorized and delivered by BSG
and, to the Best Knowledge of BSG, any third party thereto, are in full force
and effect against BSG and constitute the valid and binding obligations of BSG
and, to the Best Knowledge of BSG, the respective parties thereto enforceable in
accordance with their respective terms. As to the Contracts, (i) there are no
existing breaches or defaults by BSG thereunder or, to the Best Knowledge of
BSG, by the other parties to such Contracts, (ii) no event, act or omission has
occurred or, as a result of the consummation of the transactions contemplated
hereby, will occur which (with or without notice, lapse of time or the happening
or occurrence of any other event) would result in a default by BSG thereunder or
give cause for termination thereof, provided that insofar as the foregoing
representation involves the actions or omissions of parties other than BSG, it
shall be limited to the Best Knowledge of BSG, (iii) to the Best Knowledge of
BSG, none of them will result in any loss to BSG upon completion or performance
thereof and (iv) none of the parties to the Contracts have expressed an
indication to BSG of their intention to cancel, renegotiate or exercise or not
exercise any option under any such Contracts.
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2.11. Intellectual Property.
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2.11.1. BSG owns or has the right to use pursuant to license,
sublicense, agreement, or permission all (i) inventions (whether patentable or
unpatentable and whether or not reduced to practice), all improvements thereto,
and all patents, patent applications, and patent disclosures, together with all
reissuances, continuations, continuations-in-part, revisions, extensions, and
reexaminations thereof, (ii) trademarks, service marks, trade dress, logos,
trade names, and corporate names, together with all translations, adaptations,
derivations, and combinations thereof and including all goodwill associated
therewith, and all applications, registrations, and renewals in connection
therewith, (iii) copyrightable works, all copyrights, and all applications,
registrations, and renewals in connection therewith, (iv) mask works and all
applications, registrations, and renewals in connection therewith, (v) trade
secrets and confidential business information (including ideas, research and
development, know-how, formulas, compositions, manufacturing and production
processes and techniques, technical data, designs, drawings, blueprints,
sketches, storyboards, models, engineering drawings, specifications, customer
and supplier lists, pricing and cost information, and business and marketing
plans and proposals), (vi) computer software (including data and related
documentation), (vii) other proprietary rights and Know-how, (viii) copies and
tangible embodiments of any of the foregoing (in whatever form or medium) and
(ix) licenses and sublicenses granted and obtained with respect thereto, and
rights thereunder ("Intellectual Property") necessary for the operation of the
businesses of BSG and as proposed to be conducted.
2.11.2. Except as may be set forth on Schedule 2.11.2, BSG has not
interfered with, infringed upon, misappropriated, or, to the Best Knowledge of
BSG, otherwise come into conflict with any Intellectual Property rights of third
parties and BSG has never received any charge, complaint, claim, demand, or
notice alleging any such interference, infringement, misappropriation, or
violation (including any claim that BSG must license or refrain from using any
Intellectual Property rights of any third party). To the Best Knowledge of BSG,
no third party has interfered with, infringed upon, misappropriated, or
otherwise come into conflict with any Intellectual Property rights of BSG.
2.11.3. With respect to each item of Intellectual Property owned by
BSG:
2.11.3.1. BSG possess all right, title, and interest in
and to the item, free and clear of any lien, license, or other restriction;
2.11.3.2. The item is not subject to any outstanding
injunction, judgment, order, decree, ruling, or charge;
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2.11.3.3. No action, suit, proceeding, hearing,
investigation, charge, complaint, claim, or demand is pending or, to the Best
Knowledge of BSG, is threatened which challenges the legality, validity,
enforceability, use, or ownership of the item; and
2.11.3.4. BSG has never agreed to indemnify any person for
or against any interference, infringement, misappropriation, or other conflict
with respect to the item.
2.11.4. With respect to each item of Intellectual Property used by
BSG pursuant to any license, sublicense, agreement or permission:
2.11.4.1. The license, sublicense, agreement, or
permission covering the item is legal, valid, binding, enforceable, and in full
force and effect, subject generally to the laws of bankruptcy and
reorganization;
2.11.4.2. The license, sublicense, agreement, or
permission will continue to be legal, valid, binding, enforceable, and in full
force and effect on identical terms following the consummation of the
transactions contemplated hereby;
2.11.4.3. To the Best Knowledge of BSG, no party to the
license, sublicense, agreement, or permission is in breach or default, and no
event has occurred which with notice or lapse of time would constitute a breach
or default or permit termination, modification, or acceleration thereunder;
2.11.4.4. To the Best Knowledge of BSG, no party to the
license, sublicense, agreement, or permission has repudiated any provision
thereof;
2.11.4.5. With respect to each sublicense, the
representations and warranties set forth in subsections 2.11.3.1 through
2.11.3.4 above are true and correct with respect to the underlying license;
2.11.4.6. To the Best Knowledge of BSG, the underlying
item of Intellectual Property is not subject to any outstanding injunction,
judgment, order, decree, ruling, or charge;
2.11.4.7. To the Best Knowledge of BSG, no action, suit,
proceeding, hearing, investigation, charge, complaint, claim, or demand is
pending or threatened which challenges the legality, validity, or enforceability
of the underlying item of Intellectual Property; and
2.11.4.8. BSG has never granted any sublicense or similar
right with respect to the license, sublicense, agreement, or permission.
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2.11.5. BSG does not, and to the Best Knowledge of BSG will not,
interfere with, infringe upon, misappropriate, or otherwise come into conflict
with, any Intellectual Property rights of third parties as a result of the
continued operation of its businesses as presently conducted and as presently
proposed to be conducted.
2.12. Receivables; Payables.
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2.12.1. Except as set forth on Schedule 2.12, all accounts
receivable of BSG which are or will be reflected on BSG Financial Statements
will arise in the ordinary course of business out of bona fide sales and
deliveries of goods, services or other business transactions. All accounts
receivables of BSG are reflected properly on its books and records, are valid
receivables subject to no setoffs or counterclaims of which BSG is aware, are
current and to the Best Knowledge of BSG, collectible, and will be collected in
accordance with their terms at their recorded amounts.
2.12.2. All accounts payable (including, without limitation, Taxes
payable) reflected on BSG Interim Balance Sheet and Schedule 2.5.2 and all
accounts payable of each of the Sellers arising subsequent to the Balance Sheet
Date, have been and are being paid in the ordinary course of its business and
consistent with past practice.
2.13. Licenses, Permits and Consents; Compliance with Applicable Law.
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2.13.1. BSG possesses all licenses and permits which individually
or in the aggregate are material to the conduct of the business of BSG or any of
its employees by reason of such employee's activities on behalf of BSG under
applicable law or required by any federal, state, local or foreign governmental
entity or regulatory body for the operation of the business of BSG, and all of
such listed licenses and permits are in full force and effect as of the date
hereof and will remain in full force and effect following the consummation of
the transactions contemplated hereby. BSG has not received notice and has no
reason to believe, that any appropriate authority intends to cancel or terminate
any of such licenses or permits or that valid grounds for such cancellation or
termination currently exist.
2.13.2. BSG is not in material violation or breach of any, and the
business and operations of BSG comply in all material respects and are being
conducted in accordance with, all material governing laws, regulations and
ordinances applicable thereto and BSG is not in material violation of or in
material default under any judgment, award, order, writ, injunction or decree of
any court, arbitration tribunal, governmental entity or regulatory body.
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2.14. Insurance. As set forth on Schedule 2.14, BSG maintains insurance
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covering BSG's properties and business adequate and customary for the type and
scope of the properties, assets and business, and similar to companies of
comparable size and condition similarly situated in the same industry in which
BSG operates, but in any event in amounts sufficient to prevent BSG from
becoming a co-insurer or self-insurer, with provision for reasonable deductibles
and following the Effective Time, BSG will use its reasonable best efforts to
obtain as promptly as practicable comparable insurance coverage under policies
in BSG's own name on commercially reasonable terms.
2.15. Tax Matters. BSG has timely filed all required federal, state,
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local, foreign and other governmental tax returns and reports required to be
filed by it for all taxable periods ending on or before the date hereof. As of
the time of filing, such returns and reports were true, complete and correct and
were made on a proper basis. Except as set forth on Schedule 2.5.2 and as to
the extent reflected in BSG's Balance Sheet, on April 30, 2000 all federal,
state, local and foreign income, unincorporated business, gross receipts,
franchise, profits, property, capital, intangibles, employment, excise or other
taxes, fees, stamp taxes, duties, penalties, assessments, governmental charges
or other payments (collectively "tax" or "taxes") for all periods up to and
including the date hereof have been duly paid or withheld or are, or will on the
date hereof be, adequately reserved for or withheld in accordance with generally
accepted accounting practices applied on a consistent basis.
2.16. Books and Records. The corporate minute books, stock certificate
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books, stock registers and other corporate records of BSG are correct and
complete in all material respects, and the signatures appearing on all documents
contained therein are the true signatures of the persons purporting to have
signed the same.
2.17. Entire Business. No portion of the business of BSG is conducted by
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third parties and all of the assets necessary for the conduct of the business of
BSG as presently conducted are owned by BSG. All such assets are exclusively
owned or leased and used by BSG and its customers. BSG has no investments other
than (1) securities that are publicly traded and unrestricted in the hands of
BSG, and (2) cash, commercial paper and other cash equivalents.
2.18. Employee Benefit Plans. Each employee benefit plan (and each
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related trust, insurance contract, or fund) complies in form and in operation in
all respects with the applicable requirements of ERISA, the Internal Revenue
Code (the "Code"), and other applicable laws. All required reports and
descriptions have been filed or distributed appropriately with respect to each
such employee benefit plan.
2.19. Suppliers and Customers.
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2.19.1. BSG has no knowledge or information or reason to believe
that any significant supplier has ceased, or intends to cease, to sell goods or
services to BSG or has substantially reduced, or intends to substantially
reduce, the sale of such goods or services either as a result of the transaction
contemplated by this Plan or otherwise or intends to sell such goods and
services other than on terms and conditions similar to those imposed on prior
sales to BSG.
2.19.2. BSG has no knowledge that any of its significant customers
has ceased, or intends to cease, to purchase goods from BSG, either as a result
of the transaction contemplated hereby or otherwise.
2.20. Product Warranties, Product Return Policies and Service Warranties.
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Except as set forth on Schedule 2.20, each product or service developed, sold or
provided by BSG has been in conformity with all applicable contractual
commitments and all express and implied warranties, and BSG has no liability for
replacement or repair thereof or other damages in connection therewith. No
product or service developed, sold or provided by BSG is subject to any
guaranty, warranty, or other indemnity beyond the applicable standard terms and
conditions of sale or lease. There are no pending and suspected claims or
demands and, to the Best Knowledge of BSG, threatened claims or demands, seeking
return, replacement and/or repair of products pursuant to warranties extended by
BSG prior to the date hereof.
2.21. Employees; Labor Matters.
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2.21.1. To the Best Knowledge of BSG, to officer, employee or
consultant of BSG is, or, to BSG's knowledge, is now anticipated to be, in
violation of any material term of any employment contract, patent disclosure
agreement, proprietary information agreement, noncompetition agreement,
nonsolicitation agreement, confidentiality agreement, or any other similar
contract or agreement or any restrictive covenant, including those set forth on,
relating to the right of any such officer, employee, or consultant to be
employed or engaged by BSG because of the nature of the business conducted or to
be conducted by BSG or relating to the use of trade secrets or proprietary
information of others, and to the Best Knowledge of BSG; the continued
employment or engagement of BSG's officers, employees or consultants does not
subject BSG to any liability with respect to any of the foregoing matters.
2.21.2. No officer, consultant or key employee of BSG whose
termination, either individually or in the aggregate, could have a material
adverse effect on BSG, has terminated since the date hereof; or to the Best
Knowledge of BSG has any present intention of terminating, his employment or
engagement with BSG, nor has any such person been, or been proposed to be
terminated by BSG.
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2.21.3. BSG is not a party to any collective bargaining agreements.
There is no unfair labor practice or employment discrimination or other
employment related complaint, grievance or proceeding against either of BSG or
against any person or entity with respect to any employee of BSG pending or, to
the best of BSG's knowledge, threatened before the National Labor Relations
Board or any federal, state, local or foreign governmental entity or regulatory
body. To the knowledge of BSG, there is no basis for any such complaint,
grievance or proceeding.
2.21.4. BSG is in compliance in all material respects with all
applicable laws respecting employment and employment practices, terms and
conditions of employment and wages and hours. BSG has fully complied with all
applicable provisions of COBRA and has no obligations with respect to any former
employees qualifying beneficiaries thereunder. BSG enjoys satisfactory
relations with its employees and agents.
2.22. Environmental, Health and Safety Matters. BSG is not in violation
----------------------------------------
of any applicable statute, law or regulation relating to the environment or
occupational safety and health, and to the Best Knowledge of BSG, no material
expenditures will be required in order to comply with any such statute, law or
regulation.
2.23. Absence of Certain Business Practices. To the Best Knowledge of
-------------------------------------
BSG, BSG's directors, officers, employees or agents nor any other person or
entity or entity acting on its or their behalf has, directly or indirectly,
within the past five (5) years given or agreed to give any gift or similar
benefit to any customer, supplier, governmental employee or other person or
entity or entity who is or may be in a position to help or hinder the business
of BSG or assist BSG in connection with any actual or proposed transaction which
(i) might subject either of BSG to any damage or penalty in any civil, criminal
or governmental litigation or proceeding, (ii) might have had a material adverse
effect on BSG if not given in the past or (iii) might materially adversely
affect the condition (financial or otherwise), business, assets, liabilities,
operations or prospects of BSG or which might subject BSG to suit or penalty in
any private or governmental litigation or proceeding if not continued in the
future.
2.24. Broker's or Finder's Fees. Except as set forth in Section 2.24,
-------------------------
there is no investment banker, broker, finder or other intermediary which has
been retained by, or is authorized to act on behalf of, BSG who might be
entitled to any fee or commission from BSG upon the consummation of the
Combination Transaction.
2.25. Disclosure. Neither this Plan nor any certificate delivered in
----------
accordance with the terms hereof, or any document or statement in writing which
has been supplied by or on behalf of BSG or by any of BSG's directors or
officers, in connection with the transactions contemplated hereby, contains any
untrue statement of a material fact, or omits any statement of a material fact
necessary in order to make the statements
-14-
contained herein or therein not misleading. To the Best Knowledge of BSG, there
is no fact or circumstances known to BSG which materially and adversely affects
or which may materially and adversely affect its business, prospects or
financial condition or its assets, which has not been set forth in this Plan,
certificates or statements furnished in writing.
2.26. No Offer or Sale. Unless at the time a registration statement is in
----------------
effect under the Securities Act of 1933 covering the Accesspoint Shares
delivered hereunder, or the Accesspoint Shares are exempt from registration and
qualification as set forth in an opinion of counsel satisfactory to Accesspoint,
Shareholders will not offer for sale, sell, or otherwise dispose of the shares
under circumstances which would require the registration thereof under such act.
2.27. Transactions in the Common Stock. Except (i) as contemplated hereby
--------------------------------
as set forth in Exhibit "B" BSG has not sold, offered to sell or granted any
stock, shares or securities, of any nature whatsoever, including, without
limitation, any option to purchase any stock, shares or securities, of any
nature whatsoever, nor shall it hereafter sell, offer or grant any stock,
shares, securities or options except as contemplated herein.
ARTICLE 3.
REPRESENTATIONS AND WARRANTIES
OF ACCESSPOINT CORPORATION
Accesspoint represents and warrants to, and agrees with BSG, that the
following shall be true and correct as of the date of the Closing:
3.1. Organization. Accesspoint is a corporation duly organized, validly
------------
existing and in good standing under the laws of the State of Nevada. Accesspoint
has all requisite corporate power and authority to own, lease and operate its
properties and to carry on its business as now being conducted. Accesspoint is
duly qualified to do business and in good standing in each other jurisdiction,
if any, in which its property or business makes such qualification necessary.
Accesspoint has heretofore delivered to BSG true, accurate and complete copies
of Accesspoint's Articles of Incorporation and By-Laws as in effect on the date
hereof and minutes of all meetings of shareholders and directors of Accesspoint
held through and including the date of this Plan. Accesspoint is not in
violation of any of the provisions of its Articles of Incorporation or By-Laws.
Accesspoint has no subsidiaries or affiliates and does not otherwise own any
shares of stock or any interest in, or control, any other person or entity.
3.2. Authority Relative to this Plan. Accesspoint has full corporate power
-------------------------------
and authority to execute and deliver this Plan and to consummate the
transactions contemplated hereby. The execution and delivery of this Plan and
the consummation
-15-
of the transactions contemplated hereby have been duly and validly authorized by
the Board of Directors of Accesspoint and, except for approval of the
shareholders of Accesspoint, no other corporate proceedings on the part of
Accesspoint are necessary to authorize this Plan or to consummate the
transactions contemplated hereby. This Plan has been duly and validly executed
and delivered by Accesspoint and constitutes a valid and binding agreement,
enforceable against it in accordance with its terms.
3.3. Capitalization; Legality of Issuance.
------------------------------------
3.3.1. Accesspoint has authorized capital stock of 25,000,000 shares
of common stock, $.001 par value, of which approximately 14,991,182 shares are
issued and outstanding, and, 5,000,000 shares of Preferred Class "A" shares.
All the outstanding shares of capital stock of Accesspoint have been duly
authorized and are validly issued, fully paid and non-assessable.
3.3.2. The Accesspoint Shares, when issued, sold and delivered in
accordance with the terms hereof, will be validly issued, fully paid and non-
assessable and will be issued in compliance with all applicable United States
federal and state securities laws.
3.4. Financial Statements.
--------------------
3.4.1. Accesspoint's balance sheet as of February 29, 2000 (the
"Balance Sheet"), and the related statements, if any ("Accesspoint Financial
Statements"), which have been compiled by Xxxx Xxxxxxxx & Associates, copies of
which have been delivered by Accesspoint to BSG, fairly present the financial
condition of Accesspoint as of said dates and the results of its operations for
the periods then ended. The Accesspoint Financial Statements have been prepared
in conformity with Generally Accepted Accounting Principles ("GAAP")
consistently applied for the periods covered (the "Financial Statements"). The
Accesspoint Financial Statements (x) have been prepared in accordance with GAAP
applied on a consistent basis, (y) in accordance with the books and records of
Accesspoint and (z) present fairly the financial position and results of
operations of Accesspoint at the dates and for the periods to which they relate.
Accesspoint has maintained its books of account in accordance with GAAP applied
on a consistent basis, and such books and records are, and during the periods
covered by the Accesspoint Financial Statements were, correct and complete in
all material respects, fairly and accurately reflect and reflected the income,
expenses, assets and liabilities of Accesspoint, and provide and provided a fair
and accurate basis for the preparation of the Accesspoint Financial Statements
and of the tax returns and reports of Accesspoint.
3.4.2. Except and as to the extent reflected in Accesspoint's Balance
Sheet, on February 29, 2000, Accesspoint did not have any direct or indirect
Liabilities,
-16-
whether due or to become due, or arising out of transactions entered into, or
any state of facts existing, on or prior to February 29, 2000 which would be
required to be reflected on Accesspoint's Interim Balance Sheet in accordance
with GAAP.
3.5. Broker's or Finder's Fees. There is no investment banker, broker,
-------------------------
finder or other intermediary which has been retained by, or is authorized to act
on behalf of, Accesspoint who might be entitled to any fee or commission from
Accesspoint upon the consummation of the transactions contemplated herein.
ARTICLE 4.
COVENANTS OF THE PARTIES
4.1. Employment Agreements. Bas Xxxxxx shall enter into an employment
---------------------
agreement with BSG in form and pursuant to terms and conditions satisfactory to
the parties.
4.2. No Offer or Sale. Unless at the time a registration statement is in
----------------
effect under the Securities Act of 1933 covering the Accesspoint Shares
delivered hereunder, or the Accesspoint Shares are exempt from registration and
qualification as set forth in an opinion of counsel satisfactory to Accesspoint,
Shareholders will not offer for sale, sell, or otherwise dispose of the shares
under circumstances which would require the registration thereof under such act.
4.3. Compliance with Securities Laws. All offers, sales, transfers and
-------------------------------
other dispositions of the Accesspoint Shares shall be made by the Shareholders
in compliance with all applicable securities laws, rules and regulations, and
pursuant to registration of securities under the Securities Act (and
qualification under General Corporation Law of California) or pursuant to an
exemption from registration under the Securities Act (and qualification under
General Corporation Law of California). The Shareholders each acknowledge that
the Accesspoint Shares are subject to the restrictions on transfer set forth in
Rule 144 of the Rules promulgated under the Securities Act of 1933 ("Act"). Any
and all offers and sales after the restricted period shall be made only pursuant
to such a registration (and qualification) or to such exemption from
registration (and qualification). Shareholders shall comply with all policies
and procedures established by Accesspoint with regard to Rule 144 matters.
4.4. Transactions in Securities of BSG. Except as contemplated in this
---------------------------------
Plan, BSG shall not hereafter sell, offer or grant any stock, shares, securities
or options, of any class or series whatsoever.
ARTICLE 5.
CONDUCT OF BUSINESS OF
-17-
BSG PENDING CLOSING
5.1. Access to Information and Documents.
-----------------------------------
5.1.1. Shareholders will cause BSG to afford, and BSG will allow, the
officers and accredited representatives of Accesspoint, from the date hereof
until consummation of the plan of reorganization, full access during normal
business hours to all properties, books, accounts, contracts, commitments, and
records of every kind of BSG in order that Accesspoint may have full opportunity
to make such investigation as it shall desire to make of, and to keep itself
informed with respect to, the affairs of BSG.
5.1.2. In addition, Shareholders will cause BSG to permit, and BSG
shall permit, Accesspoint to make extracts or copies of all such books,
accounts, commitments, and records and to furnish to Accesspoint, within five
(5) days after demand, such further financial and operating data and other
information with respect to the business and properties of the corporation as it
shall reasonably request from time to time.
5.1.3. Accesspoint will use any information so secured only for its
own purposes in connection with the transaction contemplated hereby and will not
divulge the information to any persons not entitled thereto.
5.2. Carry on Business as Usual - Shareholders. Shareholders will cause
-----------------------------------------
BSG to carry on its business in substantially the same manner in which such
business has been conducted heretofore.
5.3. Carry on Business as Usual - BSG. BSG will carry on its businesses in
--------------------------------
substantially the same manner in which such businesses have been conducted
heretofore.
5.4. Negative Covenants - Shareholders. Except with the written consent of
---------------------------------
Accesspoint pending consummation of the Plan, Shareholders will cause BSG not to
do any of the acts listed in Section 2.10, nor engage in any activities other
than the customary and ordinary business activities now carried on by it.
5.5. Negative Covenants - BSG. Except with the written consent of
------------------------
Accesspoint pending consummation of the Plan, BSG shall not do any of the acts
listed in Section 2.10, nor engage in any activities other than the customary
and ordinary business activities now carried on by it.
ARTICLE 6.
CONDITIONS PRECEDENT TO OBLIGATIONS
OF ACCESSPOINT TO CLOSE
-18-
The obligations of Accesspoint to deliver the Accesspoint Shares hereunder
shall be subject to the following conditions precedent, the nonoccurrence of
which, unless waived by it, shall relieve it from all performance under this
agreement.
6.1. Performance of Terms and Conditions. All terms and conditions of this
-----------------------------------
agreement to be performed by Shareholders on or before the Closing Date shall
have been performed.
6.2. Reaffirmation of Representatives and Warranties. Accesspoint shall
-----------------------------------------------
have received a certificate dated as of the Closing Date, signed by the
President or a Vice President and the Secretary or an Assistant Secretary of
BSG, reaffirming as of the Closing Date the then applicable representations and
warranties set forth herein.
6.3. Correctness of Representations and Warranties. Except to the extent
---------------------------------------------
that any representations and warranties shall be incorrect as of the Closing
Date because of events or changes not materially adversely affecting the
business, property, or condition, financial or otherwise, of BSG, occurring or
arising after the date hereof in the ordinary course of business, the
representations and warranties made by BSG and the Shareholders shall be correct
in all material respects, as of the Closing Date, with the same force as though
such representations and warranties had been made on the Closing Date, and BSG
and the Shareholders shall have delivered to APC on the Closing Date a
certificate executed by them, dated the Closing Date, making such
representations and warranties as of the Closing Date.
If Accesspoint shall discover any material breach in the representations
and warranties of BSG or the Shareholders herein prior to the Closing Date, it
shall notify Shareholders thereof in order that they shall have an opportunity
to correct such breach prior to the Closing Date to the satisfaction of
Accesspoint. Failure of Accesspoint to give such notice, however, shall not
constitute a waiver of the conditions in this subsection or a waiver of any of
its rights or remedies on account of such breach.
6.4. Absence of Litigation. On the Closing Date no actions, proceedings,
---------------------
or investigations shall be pending or, to the knowledge of BSG or Shareholders,
threatened against or affecting BSG or Shareholders in any court or before any
federal, state, municipal, or other governmental agency or instrumentality to
restrain or prohibit the transactions contemplated hereby.
6.5. Repayment of Loans. On or prior to the Closing Date, all loans or
------------------
advances heretofore or hereafter made by BSG to directors, officers, employees
thereof, or others shall have been repaid or the loan repayment obligations
shall have been sold by BSG at the face amount thereof, plus accrued interest
thereon.
-19-
6.6. Exemption Obtained. On or prior to the Closing Date, an applicable
------------------
exemption from the registration and/or qualification requirements under and
securities laws shall be available authorizing Accesspoint to deliver on behalf
of Shareholders the Accesspoint Shares to which they may become entitled under
this agreement, which exemption by its terms shall be in full force on the
Closing Date.
ARTICLE 7.
CONDITIONS PRECEDENT TO OBLIGATIONS
OF SHAREHOLDERS TO CLOSE
The obligations of Shareholders to consummate the exchange of shares
contemplated by this agreement shall be subject to the following conditions
precedent:
7.1. Reaffirmation of Representatives and Warranties. Shareholders shall
-----------------------------------------------
have received a certificate dated as of the Closing Date, signed by the
President or a Vice President and the Secretary or an Assistant Secretary of
Accesspoint, reaffirming as of the Closing Date the then applicable
representations and warranties set forth herein.
7.2. Shareholder Approval. Prior to the Closing Date the principal terms
--------------------
of this agreement have been approved by the outstanding shares of each class of
Accesspoint as required by the General Corporation Law of California.
ARTICLE 8.
TERMINATION
8.1. Nonfulfillment of Conditions Precedent. If for any reason the Closing
--------------------------------------
shall not have taken place by May 30, 2000, or if, on the Closing Date, any
conditions to the consummation of the transaction contemplated by this
Agreement, other than those conditions, if any, as shall have been waived by the
party for whose benefit such conditions were imposed shall not have been
fulfilled, this Agreement shall terminate forthwith and be of no further force
and, except for payment of their own expenses incident to this Agreement,
Accesspoint, BSG and Shareholders shall be relieved of all obligations
hereunder.
8.2. Return of Stock, Monies and Documents. In the event of termination of
-------------------------------------
this agreement, Accesspoint shall: (i) return to Shareholders the share
certificates representing the BSG shares; and (ii) return to the depositing
party any and all accompanying monies, documents and things previously deposited
pursuant to Section 1.3, above.
ARTICLE 9.
CONSUMMATION OF TRANSACTION
-20-
9.1. Consideration of Accesspoint. On the Closing Date Accesspoint or the
----------------------------
stock transfer agent of Accesspoint, on behalf of Accesspoint, will deliver, or
cause to be delivered, to Shareholders the Accesspoint Shares to which
Shareholders are entitled, registered in the respective names of the
Shareholders.
9.2. Consideration of Shareholders. On the Closing Date BSG, on behalf of
-----------------------------
the Shareholders, shall deliver to Accesspoint, or its order, the BSG Shares,
duly endorsed in blank for transfer or accompanied by stock powers or other
appropriate instruments of transfer duly executed in blank.
9.3. Expenses. Each of the parties hereto shall pay that party's own
--------
expenses incident to the preparation of this agreement and the consummation of
the transaction contemplated hereby.
9.4. Employment Agreements. Bas Xxxxxx and each of BSG's employees shall
---------------------
have entered into an employment agreement with BSG in form and pursuant to terms
and conditions satisfactory to the parties.
ARTICLE 10.
SPECIAL PROVISIONS
10.1. Indemnification. BSG and Shareholders shall, at their sole cost and
---------------
expense and without limiting any other rights which Accesspoint has hereunder,
indemnify, protect, and hold Accesspoint, the shareholders, directors, officers,
employees, agents, representatives, attorneys, successors and assigns of
Accesspoint, and the property of Accesspoint, harmless against and from any and
all losses and claims (including reasonable attorneys' fees) which may be
imposed upon, incurred by, or awarded against the other parties and arising
from: (i) any breach by either BSG or any of the Shareholders of any warranty,
covenant or other obligation or the inaccuracy of any representation of BSG or
the Shareholders in this Plan; or (ii) the violation by BSG or the Shareholders
(or any person acting or deemed to be acting as an agent on behalf of BSG or the
Shareholders) of any local, state, or federal law, rule or regulation; or (iii)
any act, failure to act, omission, representation, or misrepresentation by BSG
or the Shareholders or any affiliates or subsidiaries or the employees,
officers, or agents of any of the foregoing.
10.2. Control of Tax Litigation. In the event there is asserted against
-------------------------
BSG any tax deficiencies, federal or state, in respect of taxes based on or
measured by income for any period prior to the Closing Date, then Shareholders
shall have the right, solely at their expense, to contest such deficiencies,
subject to the right of Accesspoint, at its option, to direct and control all
matters with reference to any tax deficiencies asserted against BSG, so long as
such contest does not cause any additional liability to BSG or
-21-
Accesspoint. Such contest may include all proceedings permitted by law. The
foregoing shall in no way limit, prejudice or circumscribe the right of
Accesspoint, at its option, to direct and control all matters with reference to
any tax deficiencies asserted against BSG.
ARTICLE 11.
GENERAL PROVISIONS
11.1. Execution by Shareholders. The Shareholders shall execute this Plan by
-------------------------
executing the signature page attached hereto as Exhibit "A" and made a part
hereof by this reference.
11.2. Recitals. The recitals set forth above are incorporated herein by this
--------
reference and made a part of this Plan.
11.3. Advice of Counsel. Each party has been advised of and understands the
-----------------
terms and conditions of this Plan. This Plan has been freely and voluntarily
entered into and executed by the parties, each of the parties hereto being duly
represented by counsel or having the benefit of advice of counsel.
11.4. Amendments. This Plan may be amended only by written consent of each of
----------
the parties hereto.
11.5. Further Acts. The parties hereto shall cooperate with each other and
------------
execute such additional documents or instruments and perform such further acts
as may be reasonably necessary to affect the purpose and intent of the Plan.
11.6. Notices. Any and all notices, demands, requests, or other communications
-------
required or permitted by this Plan or by law to be served on, given to, or
delivered to any party hereto by any other party to this Plan shall be in
writing and shall be deemed duly served, given, or delivered when personally
delivered to the party or to an officer of the party, or in lieu of such
personal delivery, when deposited in the United States mail, first-class postage
prepaid addressed as follows:
Accesspoint: 00 Xxxxxxxxx Xxxx, Xxxxx 000
-----------
Xxxxxx, XX 00000
Attention: Xxx X. Xxxxxxxxx
BSG: 00 Xxxxxxxxx Xxxx, Xxxxx 000
---
Xxxxxx, XX 00000
Attention: Bas Xxxxxx
-22-
Shareholders: See Exhibit "A"
11.7. Effect of Headings. The subject headings of the paragraphs and
------------------
subparagraphs of this Plan are included for purposes of convenience only, and
shall not affect the construction or interpretation of any of its provisions.
11.8. Entire Agreement; Modification, Waiver. This Plan constitutes the entire
--------------------------------------
agreement between the parties pertaining to the conditional and final vesting of
any Shares, and along with the Plan and the Trust, the entire agreement between
the parties pertaining to any other subject matter contained herein. This Plan
supersedes all prior and contemporaneous agreement, representations and
understandings of the parties. No waiver of any of the provisions of this Plan
shall be deemed, or shall constitute a waiver of any other provision, whether or
not similar, nor shall any waiver constitute a continuing waiver. No waiver
shall be binding unless executed in writing by the party making the waiver.
11.9. Severability. Should any provision or portion of this Plan be held or
------------
otherwise become unenforceable or invalid for any reason, the remaining
provisions and portions of this Plan shall be unaffected by such
unenforceability or invalidity.
11.10. Counterparts. This Plan may be executed simultaneously in one or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. The exhibits attached
hereto and initialed by the parties are made a part hereof and incorporated
herein by this reference.
11.11. Parties in Interest. Nothing in this Plan, whether express or implied,
-------------------
is intended to confer any rights or remedies under or by reason of this Plan on
any persons other than the parties to it and their respective successors and
assigns, nor is anything in this Plan intended to relieve or discharge the
obligation or liability of any third party to this Plan, nor shall any provision
give any third person any right of subrogation or action over against any party
to this Plan.
-23-
11.12. Assignment. This Plan shall be binding on, and shall inure to the
----------
benefit of, the parties to it and their respective heirs, legal representatives,
successors and assigns.
11.13. Specific Performance. Each party's obligations under this Plan are
--------------------
unique. If any party should default in its obligations under this Plan, the
parties each acknowledge that it would be extremely impracticable to measure the
resulting damages; accordingly, the nondefaulting party, in addition to any
other available rights or remedies, may xxx in equity for specific performance
without the necessity of posting a bond or other security, and the parties each
expressly waive the defense that a remedy in damages will be adequate.
11.14. Recovery of Litigation Costs. If any legal action or any arbitration
----------------------------
or other proceeding is brought for the enforcement of this Plan, or because of
an alleged dispute, breach, default or misrepresentation in connection with any
of the provisions of this Plan, the successful or prevailing party or parties
shall be entitled to recover as an element of their damages, reasonable
attorneys' fees and other costs incurred in that action or proceeding, in
addition to any other relief to which they may be entitled.
11.15. Survival of Representations and Obligations. All representations,
-------------------------------------------
warranties and agreements of the parties contained in this Plan, or in any
instrument, certificate, opinion or other writing provided for in it, shall
survive the Closing.
11.16. Gender; Number. Whenever the context of this Plan requires, the
--------------
masculine gender includes the feminine or neuter gender, and the singular number
includes the plural.
11.17. Governing Law. This Plan shall be construed in accordance with, and
-------------
governed by, the laws of the State of California.
11.18. Venue. This Plan is to be performed at Orange County, California.
-----
Therefore, venue for any action brought regarding the interpretation or
enforcement of this Plan shall lie exclusively in Orange County, California.
-24-
IN WITNESS WHEREOF, this Plan is made effective as of the date first set
forth above, at Orange County, California.
Accesspoint:
Accesspoint Corporation, a Nevada
corporation
By: /s/ Xxx X. Xxxxxxxxx
-------------------------------------
Xxx X. Xxxxxxxxx,
Chief Executive Officer
BSG:
Black Sun Graphics, Inc., a California
corporation
By: /s/ Bas Xxxxxx
-------------------------------------
Bas Xxxxxx,
President and
Chief Executive Officer
-25-
EXHBIT A
SHAREHOLDER SIGNATURE PAGE
Shareholders:
/s/ Bas Xxxxxx
----------------------------
Bas Xxxxxx, and individual
00000 Xxxxx Xx Xxxxx
Xxxxxx Xxxxxx, XX 00000
/s/ Xxxxxxxx Xxxxxxxx
----------------------------
Xxxxxxxx Xxxxxxxx, and individual
00000 Xxxxx Xx Xxxxx
Xxxxxx Xxxxxx, XX 00000
EXHIBIT B
SHAREHOLDERS
The BSG Shares to be transferred by the respective Shareholders to
Accesspoint, and the Accesspoint Shares to be delivered by Accesspoint for the
account of the respective Shareholders, are as follows:
Shareholder BSG Shares Accesspoint Shares
----------- ---------- ------------------
Bas Xxxxxx 600 42,000
Xxxxxxxx Xxxxxxxx 400 28,000
BSG SCHEDULE 2.3
BSG SCHEDULE 2.5.2
SEE ATACHED
BSG SCHEDULE 2.6
BSG SCHEDULE 2.11.2
BSG SCHEDULE 2.12
BSG SCHEDULE 2.14
BSG SCHEDULE 2.20
