AGREEMENT AND PLAN OF MERGER
AGREEMENT
AND PLAN OF MERGER
Dated August 28,
2008
The
parties to this Agreement and Plan of Merger are Park City Group, Inc. (the
“Parent”), a Nevada corporation, PAII Transitory Sub, Inc. (the “Sub”), a
Delaware corporation and wholly owned subsidiary of Parent, Prescient Applied
Intelligence, Inc. (the “Company”), a Delaware corporation, and Xxxxx Xxxxxx, an
individual who serves as the Chairman and CEO of Parent (“Fields”).
The board of directors of each of the
Parent, the Sub, and the Company have approved, and deem it advisable and in the
best interests of its respective shareholders, to consummate the acquisition of
the Company by the Parent by way of the merger (the "Merger") of the Sub with
and into the Company in accordance with the General Corporation Law of the State
of Delaware (the “DGCL”) and this Agreement.
Concurrent with the execution of this
Agreement, Parent has purchased an aggregate of 715.96 shares, and intends to
purchase in a separate transaction 382.536 shares (collectively, the “Privately
Purchased Shares”) of the Company’s Series E Convertible Preferred Stock, par
value $.001 per share, pursuant to separate securities purchase agreements
between and among the Parent and the holders of such shares.
Accordingly,
the parties agree as follows:
ARTICLE
I
Section 1.2 Effective Time of the
Merger. The Merger will become effective upon the later of (a)
the filing of a properly executed certificate of merger (the "Certificate of
Merger") with the Secretary of State of the State of Delaware (the "Department
of State") in accordance with the DGCL, or (b) such later date and time as may
be set forth in the Certificate of Merger (the "Effective Time").
ARTICLE
II
(a) The
directors of the Sub at the Effective Time will be the initial directors of the
Surviving Corporation and will hold office from the Effective Time until their
respective successors are duly elected or appointed and qualify in the manner
provided in the certificate of incorporation and by-laws of the Surviving
Corporation or as otherwise provided by law.
(b) The
officers of the Company at the Effective Time will be the initial officers of
the Surviving Corporation and will hold office from the Effective Time until
their respective successors are duly elected or appointed and qualify in the
manner provided in the certificate of incorporation and by-laws of the Surviving
Corporation or as otherwise provided by law.
ARTICLE
III
(a) Subject
to Sections 3.2 and 3.3, at the Effective Time, by virtue of the Merger and
without any action on the part of the holder of shares of common stock, par
value $.001 per share, of the Company (collectively, the "Common Shares"), each
Common Share issued and outstanding immediately prior to the
Effective Time (other than any Dissenting Shares (as defined in Section 3.3) and
other than Common Shares owned by the Parent or the Sub) (the “Outstanding
Common Shares”) will be converted into the right to receive $.055 (the “Merger
Consideration Per Common Share”) in cash and without interest upon surrender of
the certificate formerly evidencing such Common Shares. From and
after the Effective Time, all Outstanding Common Shares shall no longer be
outstanding and shall be deemed to be cancelled and retired and shall cease to
exist, and each holder of a certificate evidencing Outstanding Common Shares
shall cease to have any rights with respect to such Shares, except the right to
receive the Merger Consideration Per Common Share in respect of those Shares,
without interest, upon the surrender of such certificate in accordance with
Section 3.2 or as otherwise provided by law.
(b)
Subject to Sections 3.2 and 3.3, at the Effective Time, by virtue of the
Merger and without any action on the part of the holder of shares of Series E
Convertible Preferred Stock, par value $.001 per share, of the Company
(collectively, the "Series E Shares"), each Series E Share issued and
outstanding immediately prior to the Effective Time (other than any Dissenting
Shares (as defined in Section 3.3) and other than any Series E Shares owned by
the Parent or the Sub) (the “Outstanding Series E Shares”) will be converted
into the right to receive $4,098.00 (the “Merger Consideration Per Series E
Share”) in cash and without interest upon surrender of the certificate formerly
evidencing such Series E Shares. From and after the Effective
Time, all converted Series E Shares shall no longer be outstanding and shall be
deemed to be cancelled and retired and shall cease to exist, and each holder of
a certificate evidencing converted Series E Shares shall cease to have any
rights with respect to such Series E Shares, except the right to receive the
Merger Consideration Per Series E Share in respect of those Series E Shares,
without interest, upon the surrender of such certificate in accordance with
Section 3.2 or as otherwise provided by law. In connection with the
Merger, the Certificate of Designation of the Relative Rights and Preferences of
the Series E Convertible Preferred Stock shall be amended to provide that the
Merger Agreement shall govern the powers, designation and preferences of the
Series E Convertible Preferred Stock in the event the Merger is
consummated.
(c) Subject
to Sections 3.2 and 3.3, at the Effective Time, by virtue of the Merger and
without any action on the part of the holder of shares of Series G Convertible
Preferred Stock, par value $.001 per share, of the Company (collectively, the
"Series G Shares"), each Series G Share issued and outstanding
immediately prior to the Effective Time (other than any Dissenting Shares (as
defined in Section 3.3) and any Series G Shares owned by the Parent
or the Sub) (the “Outstanding Series G Shares”) will be converted
into the right to receive $1,136.36 (the “Merger Consideration Per Series G
Share” and together with the Merger Consideration Per Common Share and the
Merger Consideration Per Series E Share, the “Merger Consideration”) in cash and
without interest upon surrender of the certificate formerly evidencing such
Series G Shares. From and after the Effective Time, all converted
Series G Shares shall no longer be outstanding and shall be deemed to be
cancelled and retired and shall cease to exist, and each holder of a certificate
evidencing converted Series G Shares shall cease to have any rights with respect
to such Series G Shares, except the right to receive the Merger Consideration
Per Series G Share in respect of those Series G Shares, without interest, upon
the surrender of such certificate in accordance with Section 3.2 or as otherwise
provided by law. In connection with the Merger, the Certificate of
Designation of the Relative Rights and Preferences of the Series G Convertible
Preferred Stock shall be amended to provide that the Merger Agreement shall
govern the powers, designation and preferences of the Series G Convertible
Preferred Stock in the event the Merger is consummated
(d)
Each share of capital stock owned by the Company (or held in the treasury of the
Company) or by the Parent or Sub immediately prior to the Effective Time will be
cancelled and retired.
(e) Each
share of common stock, par value $0.01 per share, of the Sub issued and
outstanding immediately prior to the Effective Time will be converted into one
share of common stock of the Surviving Corporation.
ARTICLE
IV
The
Parent and Sub, jointly and severally represent and warrant to the Company as
follows:
Section 4.1
Existence
and Corporate Power of the Parent and Sub. The Parent is a
corporation validly existing and in good standing under the law of state of
Nevada, and has the corporate power to execute, deliver, and perform its
obligations under this Agreement. The Sub is a corporation validly
existing and in good standing under the law of the state of Delaware, and has
the corporate power to execute, deliver, and perform its obligations under this
Agreement.
ARTICLE
V
The
Company represents and warrants as of the date of this Agreement to the Parent
and the Sub as follows:
Section 5.1 Existence and Corporate
Power of the Company. The Company is a corporation validly
existing and in good standing under the law of the state of Delaware, and has
the corporate power to execute, deliver, and perform its obligations under this
Agreement.
ARTICLE
VI
(a) Concurrent
with the execution of this Agreement, the Company shall appoint Fields to serve
as the Chief Executive Officer of the Company. In connection
therewith, Fields shall provide to the Company any and all information
reasonably requested by the Company in order for the Company to comply with its
filing obligations under applicable securities laws, including, but not limited
to, completing and executing a directors and officers
questionnaire. Without the express prior approval of the Board of
Directors of the Company, prior to the Effective Time, Fields shall have no
authority to, and shall not, engage in any of the following actions: (i) execute
any checks (except as a co-xxxxxx) or authorize any transfer of any funds of the
Company; (ii) cause the Company to make, offer or agree to make any loan to any
person; (iii) cause the Company to incur or agree to incur any debt except for
trade debt in the ordinary course of business consistent with past practice;
(iv) sell, offer or agree to sell any assets of the Company except in the
ordinary course of business consistent with past practice; or (v) cause the
Company to enter into any agreement with Parent or Fields.
(b) subject
to Section 6.1(a) and the other provisions of this Agreement: (i) Fields and
other representatives of Parent as authorized by Fields, shall have full access
to all the Company’s facilities and personnel, and (ii) the Company shall
promptly furnish Fields and other representatives of Parent as authorized by
Fields, all information requested from time to time that is reasonably available
to the Company.
(a) amend
the certificate of incorporation or by-laws of the Company;
(b) split,
combine, or reclassify any shares of its outstanding capital stock;
(c) issue
any shares of its capital stock or any options or other rights to acquire any
shares of capital stock;
(d) amend
or waive any provision of the Certificate of Designation of the Series G
Shares;
(e) amend
or waive any provision the Certificate of Designation of the Series E
Shares;
(f) designate
or authorize the issuance of any new class or series of capital;
(g) adopt
a plan or agreement of liquidation, dissolution, restructuring,
recapitalization, merger, consolidation or other reorganization;
(h) remove
any director of the Company or increase or decrease the size of the Company’s
Board of Director;
(i) take
any action that could reasonably be expected to, directly or indirectly prevent
or materially impair or delay the consummation of the transactions contemplated
hereby;
(j) authorize
any of, or commit or agree, in writing or otherwise, to take any of, the
foregoing actions; or
(k)
authorize the payment of any dividend or distribution to
stockholders.
(a) Subject
to Section 6.9 of this Agreement, the Board of Directors of the Company, as soon
as practicable in accordance with applicable law and its certificate of
incorporation and by-laws shall:
(i) submit
for approval and adoption by the Company’s shareholders at a meeting of its
shareholders held for such purpose (or by written consent in lieu thereof) this
Agreement and the Merger and shall use its best efforts to obtain such approval;
and
(ii) recommend
approval and adoption of this Agreement and the Merger by the Company’s
shareholders and take all lawful action to solicit such approval.
(b) Until
such time as the Board of Directors withdraws its recommendation to approve the
Merger, the Parent shall, and shall cause its controlled affiliates to (i) vote
all Common Shares, Series E Shares or Series G Shares beneficially owned by them
in favor of this Agreement and the Merger at the meeting or by written consent
contemplated by clause (a)(i) above, vote against any proposal inconsistent with
the foregoing, and take all other action reasonably effect the purposes of this
Section 6.3, and (ii) not sell, transfer, or otherwise dispose of, or grant or
issue any option, warrant or other right to purchase, or hypothecate, pledge, or
give a proxy or right to vote with respect to, any Common Shares, Series E
Shares or Series G Shares.
Section
6.8 Availability of
Funds. Prior to the execution of this Agreement, Parent has
delivered to the Company a comfort letter to the effect that, when and as
required under this Agreement, it shall have available or have access to funds
sufficient to perform its obligations under this Agreement, including the
consummation of the Merger. On or before the date that the definitive
proxy statement to approve the Merger is mailed to the Company’s shareholders
(the “Escrow Funding Date”), Parent shall place $2,500,000 (which shall not be
funded by or collateralized with, in whole or in part, any assets of the
Company) (the “Escrow Amount”) into an escrow account at the Silicon Valley Bank
(the “Escrow Account”) pursuant to an escrow agreement with terms that are
standard and customary for transactions of this kind, which funds shall be used
to partially fund the Exchange Fund or satisfy the Parent’s obligations under
Section 8.2(a) or (b). On or before two (2) business days prior to
the Escrow Funding Date, the Company shall provide written notice to Parent
setting forth the Escrow Funding Date. The
balance of the funds required to complete the Merger and pay the Merger
Consideration shall be deposited by Parent into the Escrow Account at least one
(1) business day prior to the date of the Company’s shareholders’ meeting and
shall not be funded by or collateralized with, in whole or in part, any assets
of the Company.
Section
6.9 Fiduciary
Out. Nothing in this Agreement shall prohibit the Company
(either directly or indirectly through advisors, agents or intermediaries) from
(i) furnishing information pursuant to an appropriate confidentiality letter
concerning the Company and its businesses, properties or assets to a third party
who has made a bona fide Alternative Transaction Proposal, (ii) engaging in
discussions or negotiations with any such third party who has made a bona fide
Alternative Transaction Proposal, (iii) following receipt of a bona fide
Alternative Transaction Proposal, taking and disclosing to its stockholders a
position contemplated by Rule 14d-9 or Rule 14e-2(a) under the Securities
Exchange Act of 1934, as amended, or otherwise making a disclosure to
stockholders, and/or (iv) following receipt of a bona fide Alternative
Transaction Proposal, failing to make or withdrawing or modifying its
recommendation that the stockholders of the Company approve the Merger, in each
case referred to in the foregoing clauses (i)-(iv), to the extent the Board of
Directors of the Company shall have concluded that such action or actions are
required to satisfy its fiduciary duties to the Company and its stockholders
under applicable Delaware Law. For the purpose of this
Agreement, “Alternative Transaction Proposal” means any offer or
proposal for any transaction or series of related transactions other than the
transactions contemplated by this Agreement involving: (i) (A) any merger,
arrangement, consolidation, share exchange, business combination,
recapitalization, tender offer, exchange offer or other similar transaction
involving any of the Company or its Subsidiaries, (B) any transaction in which a
person or group of persons directly or indirectly acquires beneficial ownership
of securities representing more than 20% of the outstanding voting securities of
any of the Company or its Subsidiaries, or (C) any transaction in which any of
the Company or its Subsidiaries issues securities representing more than 20% of
the outstanding voting securities of any of the Company or its Subsidiaries;
(ii) any sale, lease, exchange, transfer, license, or disposition of any
business or businesses or assets that constitute or account for 10% or more of
the consolidated net revenues, net income or assets of any of the Company or its
Subsidiaries; or (iii) any liquidation or dissolution of any of the Company or
its Subsidiaries. Notwithstanding anything to the contrary in this
Agreement (i) the Company shall not, and shall not authorize any person or
entity acting on its behalf, to solicit an Alternative Transaction Proposal,
(ii) if the Company receives an Alternative Transaction Proposal, the Company
shall promptly notify the Parent in writing of that fact and furnish the Parent
copies of all written documents including or incidental to the
Alternative Transaction Proposal subject to any confidentiality restrictions in
such proposal, (iii) the Company shall afford the Parent not fewer than five (5)
business days to respond to the Alternative Transaction Proposal, and (iv) if
the Company terminates this Agreement pursuant to Section 8.1(e), the Company
shall immediately pay the Parent $250,000 and notwithstanding anything to the
contrary contained herein, such amount shall be the Parent’s sole and exclusive
remedy. The parties further agree that the forgoing payment shall be
as liquidated damages and not as a penalty, that actual damages resulting to
Parent from Company’s termination of this Agreement would be difficult or
impossible to measure, and that the forgoing payment is a reasonable estimate of
what those damages would be.
ARTICLE
VII
(a) The
respective obligations of each party to effect the Closing will be subject to
the satisfaction at or prior to the Closing of the following
conditions:
(i) this
Agreement, the Merger, and the transactions contemplated by this Agreement shall
have been approved and adopted by the requisite vote of the shareholders of the
Company in accordance with applicable law;
(ii) no
preliminary or permanent injunction or other order by any federal or state court
in the United States that prohibits the consummation of the Merger shall have
been issued and remains in effect; and
(b) The
obligation of the Company to effect the Closing will be subject to the
satisfaction at or prior to the Closing of the following
condition: each of the Parent, Sub and Fields has performed in all
material respects all obligations required to be performed by them under this
Agreement on or prior to the Effective Time; and the Company shall have received
a certificate signed by Fields and on behalf of the Parent and Sub by an
authorized executive officer to the effect that it has complied with all
covenants and agreements on the part of the Parent, Sub or Fields set forth in
this Agreement.
ARTICLE
VIII
(a) by
mutual consent of the Parent and the Company;
(b) by
the Parent or the Company, if the Closing shall not have been consummated on or
before March 31, 2009 (the “Termination Date”); provided, however, if the
definitive proxy statement has not been mailed to the Company’s shareholders by
February 14, 2009, the Termination Date shall be extended until the date that is
forty five (45) days after the date the definitive proxy statement is
mailed;
(c) by
the Company or the Parent, if either of the conditions specified in Article VII
Section (a) has not been fulfilled or waived by the other party on or before the
Termination Date;
(d) by
the Company, if there has been a breach of Xxxxxxx 0.0, Xxxxxxx 0.0(x)(xx),
(xxx), (xx) or (v), or a material breach of or failure to perform any other
material representation, warranty, covenant or agreement on the part of the
Parent, Sub or Fields set forth in this Agreement, and such breach is not cured
promptly after notice thereof to the Parent by the Company. For the
avoidance of doubt, there shall be no cure period for any breach of Sections
6.8, Section 6.1(a)(ii), (iii), (iv) or (v); or
(e) by
the Company, if the Board of Directors of the Company concludes in
good faith that in order to satisfy its fiduciary duties under applicable
Delaware Law, such Board of Directors must not make or must withdraw its
recommendation that the stockholders of the Company approve the
Merger.
(a) In
the event of a termination of this Agreement under Section 8.1(d) as a result of
a breach of this Agreement by Parent, Sub or Fields (each a “Parent Breach”) and
such breach occurs before the Escrow Funding Date or at a time when the full
amount of the Escrow Amount has not been deposited into the Escrow Account: (i)
all funds in the Escrow Account shall be delivered to and become the property of
the Company, and (ii) the Company shall have the right to purchase from the
Parent, and the Parent shall have the obligation to sell to the Company (the
“Option”), the Privately Purchased Shares at a purchase per price of $.001 per
share (the “Exercise Price”) which shall be exercised as follows: In
the event of a Parent Breach, the Company shall deliver to Parent a written
notice of exercise (“Option Notice”), together with the full payment of the
Exercise Price in cash or immediately available funds and the Company shall
immediately cancel and retire the Privately Purchased Shares subject to the
Option. Within ten (10) days from the date of the Option Notice, Parent shall
deliver to the Company certificates duly endorsed in blank evidencing the
Privately Purchased Shares subject to the Option free of all liens and
encumbrances of every nature and the Company. The Parent shall not
assign, sell, hypothecate or otherwise transfer the Privately Purchased Shares
until such time as the Merger is consummated under this Agreement.
(b) In
the event of a termination of this Agreement under Section 8.1(d) as a result of
a Parent Breach and such breach occurs after a time when the full amount of the
Escrow Amount has been deposited into the Escrow Account: (i) the Escrow Amount
shall be delivered to and become the property of the Company, and (ii) the
Company shall have the right to purchase from the Parent, and the Parent shall
have the obligation to sell to the Company, fifty percent (50%) of the Privately
Purchased Shares at the Exercise Price which shall be exercised as
follows: In the event of a Parent Breach, the Company shall deliver
to Parent an Option Notice, together with the full payment of the Exercise Price
in cash or immediately available funds and the Company shall immediately cancel
and retire the Privately Purchased Shares subject to the Option. Within ten (10)
days from the date of the Option Notice, Parent shall deliver to the Company
certificates duly endorsed in blank evidencing the Privately Purchased Shares
subject to the Option free of all liens and encumbrances of every
nature.
(c)
The parties further agree that payment of the Escrow Fund, or such lesser amount
as may be in the Escrow Account, to Company and exercise of the Option by
Company under Section 8.2(a) or (b) shall be as liquidated damages and not as a
penalty, that actual damages resulting to Company from Parent's breach of this
Agreement would be difficult or impossible to measure, and that the Escrow Fund
(or such lesser amount as may be in the Escrow Account) and Option are a
reasonable estimate of what those damages would be. Parent shall
deliver the Escrow Fund (or such lesser amount as may be in the Escrow Account)
and the Privately Purchased Shares to Company promptly upon receiving written
notice from Company that Parent is in default beyond the applicable cure period,
if any, that the provisions of Section 8.2(a) or (b) apply, and that Company has
elected to receive the Escrow Fund (or such lesser amount as may be in the
Escrow Account) and the Privately Purchase Shares hereunder.
(d)
The parties agree and acknowledge that the terms and conditions set forth
in this Section 8.2 are in addition to any other remedies available to the
Company, at law or in equity, in the event of a termination of this Agreement
caused by a Parent Breach.
ARTICLE
IX
Section
9.1 Commencing at the Effective Time
and ending six (6) years after the Effective Time, the Certificate of
Incorporation and By-laws of the Surviving Corporation shall contain provisions
no less favorable with respect to indemnification, advancement of expenses and
exculpation of present and former directors, officers, employees and agents of
the Company than are presently set forth in the Certificate of Incorporation and
By-laws of the Company.
Section
9.2 Subject to the next sentence, the
Surviving Corporation shall provide at no expense to the beneficiaries, and
maintain in effect for six (6) years from the Effective Time directors’ and
officers’ liability insurance with respect to matters existing or occurring at
or prior to the Effective Time (including the transactions contemplated by this
Agreement) covering the directors and officers of the Company (the “Indemnified Parties”)
currently covered by the Company’s directors’ and officers’ liability insurance
policy on terms and conditions reasonably agreed to by the Continuing Directors,
so long as the annual premium therefor would not be in excess of 100%
of the last aggregate annual premium paid prior to the Effective Time (such
100%, the “Maximum
Premium”). If the annual premium for such new insurance
coverage exceeds the Maximum Premium, the Surviving Corporation shall obtain as
much directors’ and officers’ liability insurance as can be obtained for the
remainder of such period for an annualized premium not in excess of the Maximum
Premium, on terms and conditions no less advantageous to the Indemnified Parties
than the Company’s existing directors’ and officers’ liability
insurance.
Section
9.3 The provisions of this
Article IX are intended to be in addition to the rights otherwise available to
the current officers and directors of the Company by law, charter, statute,
by-law or agreement, and shall operate for the benefit of, and shall be
enforceable by, each of the former and current officers and directors of the
Company, their heirs and their representatives.
Section
9.4 The Parent and the Surviving
Corporation shall jointly and severally indemnify, defend and hold harmless each
person who is now, or has been at any time prior to the date hereof, or who
becomes prior to the Effective Time, a director or an officer of the Company
(the “Indemnified
Parties”) to the fullest extent permitted by the DGCL from and against
all liabilities, costs, expenses and claims (including without limitation
reasonable legal fees and disbursements, which shall be paid, reimbursed or
advanced by the Parent or Surviving Corporation in a manner consistent with
applicable provisions of the Company’s certificate of incorporation as in effect
on the date hereof) arising out of the actions taken in performance of their
duties as directors or officers of the Company whether asserted or claimed prior
to, at or after the Effective Time; provided, however, neither the Parent nor
the Surviving Corporation shall have any obligation hereunder to any Indemnified
Party if the indemnification of such Indemnified Party in the manner
contemplated hereby is determined pursuant to a final non-appealable judgment
rendered by a court of competent jurisdiction to be prohibited by applicable
law.
Section
9.5 The Parent shall pay all
expenses, including reasonable attorneys’ fees, that may be incurred by the
persons referred to in this Article IX in connection with the enforcement of
their rights provided in this Article IX.
ARTICLE
X
If to the
Company, to it at:
Prescient
Applied Intelligence, Inc.
0000 Xxxx
Xxxxxx
Xxxx
Xxxxxxx, Xxxxxxxxxxxx, 00000
Attn: Xxxxxx
X. Xxxxxx
Telecopy:
000-000-0000
with a
copy to:
Fox
Rothschild LLP
000 Xxxxx
Xxxxx, 0xx Xxxxx
Xxxxxxxxxxxxx,
Xxx Xxxxxx 00000
Attn:
Xxxxxxx X. Xxxxxx
Telecopy: (000)
000-0000
If to the
Fields, Parent or the Sub, to each at:
Park City
Group, Inc.
0000
Xxxxxxxxx Xxxx
Xxxx
Xxxx, Xxxx 00000
Facsimile: (000)
000-0000
with a
copy to:
Xxxxxx X.
Xxxxxx, Esq.
00 Xxxxxxxxxx Xxxxx
Xxxxx
Xxxxx
Xxx Xxxx,
XX 00000
Facsimile: (000)
000-0000
Section 10.5
Governing
Law. This Agreement shall be governed by and construed in
accordance with the law of the state of Delaware applicable to agreements made
and to be performed wholly in Delaware. Each of the parties to this
Agreement (a) consents to submit itself to the personal jurisdiction of any
state or federal court sitting in Wilmington, Delaware in any action or
proceeding arising out of or relating to this Agreement or any of the
transactions contemplated by this Agreement, (b) agrees that it shall not
attempt to deny or defeat such personal jurisdiction by motion or other request
for leave from any such court, and (c) agrees not to bring any action or
proceeding arising out of or relating to this Agreement or any of the
transaction contemplated by this Agreement in any other court. Each
of the parties hereto waives any defense of inconvenient forum to the
maintenance of any action or proceeding so brought and waives any bond, surety
or other security that might be required of any other party with respect
thereto.
Section
10.6 Severability. If
any provision of this Agreement is held by a court of competent jurisdiction to
be invalid, void, or unenforceable, the remainder of the Agreement shall remain
in full force and effect and shall not be affected, impaired, or
invalidated.
[Remainder
of Page Intentionally Left Blank]
PARK
CITY GROUP, INC.
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By:
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/s/Xxxxx
Fields___________________
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Name: Xxxxx
Xxxxxx
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Title: President
and CEO
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PAAI
TRANSITORY SUB, INC.
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By:
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/s/ Xxxxx
Fields__________________
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Name: Xxxxx
Xxxxxx
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Title: President
and CEO
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PRESCIENT
APPLIED INTELLIGENCE, INC.
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By:
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/s/ Xxxxxx X.
Rumsey_____________
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Name: Xxxxxx
X. Xxxxxx
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Title: Chairman
of the Board
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XXXXX
XXXXXX
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/s/ Xxxxx
Fields____________________
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