SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT, dated as of October 1, 2003, is
made and entered into by and among Print Data Corp., a Delaware corporation (the
"Company"), and each of the holders of Series A Preferred Stock, par value
$0.001 per share, of the Company (the "Series A Preferred Stock") as identified
on Exhibit A hereto (each such individual being referred to herein individually
as a "Stockholder" and together as the "Stockholders").
WHEREAS, prior to the closing of that certain SHARE EXCHANGE AND
REORGANIZATION AGREEMENT, dated as of September 8, 2003 (the "Atlantic
Reorganization Agreement"), between the Company, ATLANTIC COMPONENTS LIMITED, a
Hong Kong corporation ("Atlantic"), and Xx. Xxxxx-Xxx Xxxx (the"Atlantic
Reorganization Agreement"), the Company's business operations consisted solely
of being a full-service distributor of information supplies that services
small-and-large-sized businesses and institutions (the "Information Supplies
Business").
WHEREAS, as required by the terms of the Atlantic Reorganization
Agreement, pursuant to the terms of that certain CONVEYANCE AGREEMENT
("Conveyance Agreement"), dated as of September 30, 2003, between the Company
and NPD, the Company conveyed all of the Company's management and business
operations related to its Information Supplies Business to New Print Data Corp.,
a Delaware corporation and wholly-owned subsidiary of the Company ("NPD");
WHEREAS, the Company is the holder of 1,000,000 shares (the "NPD
Shares") of common stock, par value $0.001 per share of NPD;
WHEREAS, the Stockholders are the collective holders of 500,410 shares
(the "Series A Shares") of Series A Preferred Stock in the amounts set forth
opposite such Stockholders' name on Exhibit A;
WHEREAS, the Company desires to redeem the Series A Shares in
consideration for the conveyance to the Stockholders of the NPD Shares, subject
to the terms and conditions herein contained;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE 1.
EXCHANGE OF SHARES AND CLOSING
1.1 Sale of Series A Shares. On the basis of the representations,
warranties, covenants and agreements set forth herein, each Stockholder agrees
to and will sell, convey, transfer, assign and deliver to the Company at the
Closing, as hereinafter defined, good and marketable title to, free and clear of
all lien, charge, claim, option, pledge, security interest, right of first
refusal, or restriction of any kind (collectively, "Liens"), and the Company
agrees to and will acquire and
accept from each Stockholder at the Closing the number of shares of Series A
Preferred Stock set forth opposite such Stockholder's name on Exhibit A hereto.
1.2 Consideration. In consideration for the shares of Series A
Preferred Stock each Stockholder shall receive such number and NPD Shares as set
forth opposite each Stockholder's name on Exhibit A.
1.3 Closing. The closing of the sale and exchange of the Series A
Preferred Stock for the NPD Shares (the "Closing") will take place on October 1,
2003 or at such other time and place as the Company and the Stockholders may
agree. At the Closing, (i) the Stockholders will transfer and deliver the Series
A Shares to the Company with stock powers executed in blank or other appropriate
instrument of transfer, and (ii) the Company will transfer and deliver the NPD
Shares to the Stockholders in such names and amounts as set forth on Exhibit A.
1.4 Further Assurances; Post-Closing Cooperation. Each party hereto
shall take such further action and execute and deliver such further documents as
may be reasonably requested by any other party in order to carry out the
provisions and purposes of this Agreement.
ARTICLE 2.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Purchasers as
follows:
2.1 Organization. The Company is a corporation duly organized and
existing under, and by virtue of, the laws of the State of Delaware. The Company
has the requisite corporate power to own and operate its properties and assets,
and to carry on its business as presently conducted and as proposed to be
conducted. The Company is in good standing in all jurisdictions in which it is
does business. NPD is a corporation duly organized and existing under, and by
virtue of, the laws of the State of Delaware. NPD has the requisite corporate
power to own and operate its properties and assets, and to carry on its business
as presently conducted and as proposed to be conducted. NPD is in good standing
in all jurisdictions in which it is does business.
2.2 Corporate Power. The Company has all requisite legal and
corporate power to execute and deliver this Agreement, to transfer and sell the
NPD Shares and to carry out and perform its obligations under the terms of this
Agreement.
2.3 Capitalization. Immediately prior to the Closing, NPD was
authorized to issue 50,000,000 shares of NPD Common Stock, 1,000,000 of which
are validly issued and outstanding and owned by the Company and 20,000,000
shares of preferred stock, $0.001 per share, none of which hove been issued or
are outstanding.
2.4 Authorization. All corporate action on the part of the Company,
its officers, directors and stockholders necessary for the authorization,
execution, delivery and performance by the Company of this Agreement, the sale,
transfer and delivery of the NPD Shares and the performance of the Company's
obligations hereunder has been taken and the sale, transfer and delivery of the
NPD Shares and the execution, delivery and performance of this Agreement will
not violate the Company's Bylaws or Certificate of Incorporation (the "Charter
Documents"). This Agreement, when executed and delivered by the Company, shall
constitute a valid and binding obligation of the
Company enforceable in accordance with its terms, subject to laws of general
application relating to bankruptcy, insolvency and the relief of debtors (other
than usury laws) and rules of law governing specific performance, injunctive
relief or other equitable remedies.
2.5 No Liens. The NPD Shares are validly issued, fully paid and
nonassessable, and are free of any consensual liens or encumbrances created by
the Company or by NPD; provided, however, that the NPD Shares may be subject to
restrictions on transfer under state and/or federal securities laws.
2.6 NPD's Business. NPD's business operations consist solely of being
a full-service distributor of information supplies that servicessmall-and-large-
sized businesses and institutions (the "Information Supplies Business"). One
Hundred Percent (100%) of the Company's Information Supplies Business, as
existing prior to the closing of the Atlantic Reorganization Agreement, was
successfully conveyed to NPD pursuant to the Conveyance Agreement. Other than in
connection with Information Supplies Business conveyed to NPD from the Company,
(i) NPD has not carried on any other business since its inception; and (ii) NPD
is not a party to any contract, agreement or lease. No person holds a power of
attorney from NPD.
2.7 Completeness of Disclosure. No representation or warranty by the
Company contains an untrue statement of material fact or omits to state a
material fact necessary to make the statements therein not misleading.
ARTICLE 3.
REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER
The Stockholders jointly and severally represent and warrant to Company
as follows:
3.1 Ownership of Shares. Exhibit A hereto sets forth the record and
beneficial ownership of all of the Series A Preferred Stock. The Series A Shares
are validly issued, fully paid and non assessable. Each Stockholder owns the
Series A Shares set forth opposite his or her name on Exhibit A free and clear
of all Liens. No signature of a spouse of any Stockholder is required to validly
effectuate this Agreement or to sell the Series A Shares.
3.2 Authorization; No Violation. (a) Each (a) Stockholder has full
legal capacity, power and authority to execute, deliver and perform this
Agreement and to consummate the transactions contemplated hereby. This Agreement
has been duly executed and delivered by each Stockholder and constitutes a
legal, valid and binding obligation, enforceable against each Stockholder in
accordance with its terms.
(b) Neither the execution, delivery and performance of this Agreement
by each Stockholder nor the consummation of any of the transactions provided for
hereby will result in any violation or breach of or default (or an event which
with notice or the passage of time or both would constitute a default) under any
contract, franchise or permit to which any Stockholder is a party, or by which
any Stockholder is bound.
3.3 No Litigation. There is no action pending, or to the knowledge of
the Stockholders, threatened against any Stockholder that challenges the
ownership of the Series A Shares or that may have the effect of delaying or
otherwise interfering with this Agreement.
3.4 Completeness of Disclosure. No representation or warranty by any
Stockholder contains an untrue statement of material fact or omits to state a
material fact necessary to make the statements therein not misleading.
3.5 Investment Representations. (a) Each (a) Stockholder has
substantial experience in evaluating and investing in private placement
transactions of securities in companies similar to NPD so that he or she is
capable of evaluating the merits and risks of his or her investment in NPD and
has the capacity to protect his or her own interests in making his or her
investment in the NPD;
(b) Each Stockholder is acquiring the NPD Shares for investment for
his or her own account, not as a nominee or agent, and not with the view to, or
for resale in connection with, any distribution thereof. He or she understands
that the NPD Shares to be purchased have not been, and may not be registered
under the Securities Act of 1933, as amended (the "Securities Act"), by reason
of a specific exemption from the registration provisions of the Securities Act,
the availability of which depends upon, among other things, the bona fide nature
of the investment intent and the accuracy of such Stockholder representations as
expressed herein;
(c) Each Stockholder acknowledges that the NPD Shares must be held
indefinitely unless subsequently registered under the Securities Act or unless
an exemption from such registration is available. Each Stockholder is aware of
the provisions of Rule 144 promulgated under the Securities Act which permit
limited resale of shares purchased in a private placement subject to the
satisfaction of certain conditions, including, among other things, the existence
of a public market for the shares, the availability of certain current public
information about the issuer, the resale occurring not less than one (1) year
after a party has purchased and paid for the security to be sold, the sale being
effected through a "broker's transaction" or in transactions directly with a
"market maker" and the number of shares being sold during any three (3) month
period not exceeding specified limitations;
(d) Each Stockholder understands that no public market now exists for
any of the NPD Shares and that the Company has made no assurances that a public
market will ever exist for the NPD Shares;
(e) Each Stockholder has had an opportunity to discuss NPD's
business, management and financial affairs with the Company. Each Stockholder
has also had an opportunity to ask questions of officers of the Company, which
questions were answered to his or her satisfaction. Each Stockholder understands
that such discussions, as well as any written information issued by NPD, were
intended to describe certain aspects of NPD's business and prospects but were
not an exhaustive description;
(f) This Agreement, when executed and delivered by all of the
Stockholders, will constitute a valid and legally binding obligation of the
Stockholders, enforceable in accordance with its terms, and subject to laws of
general application relating to bankruptcy, insolvency and the relief
of debtors and rules of law governing specific performance, injunctive relief or
other equitable remedies;
(g) The Company has not, and will not, incur, directly or indirectly,
as a result of any action taken by any Stockholder, any liability for brokerage
or finders' fees or agents' commissions or any similar charges in connection
with this Agreement; and
(h) Each Stockholder has reviewed with his or her own tax advisors
the federal, state, local and foreign tax consequences of this investment and
the transactions contemplated by this Agreement (including any tax consequences
resulting from the recently enacted tax legislation) and relies solely on such
advisors and not on any statements or representations of the Company or any of
its agents. Each Stockholder understands that he or she (and not the Company)
shall be responsible for his or her own tax liability that may arise as a result
of this investment or the transactions contemplated by this Agreement.
ARTICLE 4.
CONDITIONS TO CLOSING OF THE STOCKHOLDERS
Each Stockholder's obligation to deliver such Stockholder's Series A
Shares at the Closing, except as specifically indicated below, is subject to the
fulfillment or waiver on or prior to the Closing Date of the following
conditions:
4.1 Representations and Warranties Correct. The representations and
warranties made by the Company in Article 2 hereof shall be true and correct in
all material respects on the Closing Date with the same force and effect as if
they had been made on and as of said date.
4.2 Third Party Consents. All necessary third party consents on the
part of the Company, if any, shall have been obtained.
4.3 Compliance with Federal Securities Laws. There shall exist a
valid exemption from or compliance with the registration requirements of the
Securities Act for the transactions contemplated by this Agreement.
4.4 Blue Sky. The Company shall have obtained all necessary Blue Sky
law permits and qualifications, or secured an exemption therefrom, required by
any state in which the exchange of securities shall occur.
4.5 NPD Share Certificates. Each Stockholder shall have received
certificates representing the number of NPD Shares set forth opposite such
Stockholder's name on Exhibit A hereto.
4.6 Participation. All Stockholders shall have executed this
Agreement.
ARTICLE 5.
CONDITIONS TO CLOSING OF COMPANY
The Company's obligation to transfer and deliver the NPD Shares at the
Closing is subject to the fulfillment of the following conditions:
5.1 Subsidiary Share Certificates. The Company shall have received
stock certificates from the Stockholders all outstanding Series A Shares and
such certificates shall have been duly endorsed and transferred in favor of the
Company such that the Company shall be the duly registered owner and Stockholder
of 100% of the Series A Preferred Stock of the Company.
5.2 Compliance with Federal Securities Laws. There is an exemption
from or compliance with the registration requirements of the Securities Act for
the transactions contemplated by this Agreement.
5.3 Blue Sky. The Company shall have obtained all necessary Blue Sky
law permits and qualifications, or secured an exemption therefrom, required by
any state in which the exchange of securities shall occur.
ARTICLE 6.
INDEMNITY
6.1 Indemnity. The Stockholders, jointly and severally on the one
hand, and the Company, on the other hand, agrees to indemnify and hold harmless
the other and, as applicable, their respective officers, directors, employees,
counsel, agents, and stockholders, in each case past, present, or as they may
exist at any time after the date of this Agreement, and each person, if any, who
controls, controlled, or will control any of them within the meaning of Section
15 of the Securities Act or Section 20(a) of the Exchange Act (the
"Indemnitees"), against any and all losses, liabilities, damages, and expenses
whatsoever (which shall include, for all purposes of this Section 6.1, but not
be limited to, reasonable counsel fees and any and all reasonable expenses
whatsoever incurred in investigating, preparing, or defending against any
litigation, commenced or threatened, or any claim whatsoever, and any and all
amounts paid in settlement of any claim or litigation) as and when incurred
arising out of, based upon, or in connection with any breach of any
representation, warranty, covenant, or agreement of the indemnifying party
contained in this Agreement.
ARTICLE 7.
CONFIDENTIALITY
7.1 Confidentiality. Each Stockholder shall insure that all
confidential information which such Stockholder may now possess or may hereafter
create or obtain which is known to be confidential or which relates to the
financial condition, results of operations, business, properties, assets,
liabilities, or future prospects of the Company, any affiliate thereof, or any
customer or supplier thereof or any such affiliate, shall not be published,
disclosed, or made accessible by any of them to any other person or entity at
any time or used by any of them other than (a) as may otherwise be required by
law, (b) as may be necessary or appropriate in connection with the
enforcement of this Agreement, or (c) to the extent such information shall have
otherwise become publicly available.
ARTICLE 8.
RESTRICTIONS ON TRANSFERABILITY; SECURITIES ACT COMPLIANCE
8.1 Securities Laws. The Company shall take such steps as are
necessary to comply with all applicable securities laws in connection with the
Agreement. Stockholders shall use their best efforts to assist the Company as
may be necessary to comply with such laws.
8.2 Securities Act Exemption. The NPD Shares to be issued pursuant to
this Agreement will not be registered under the Securities Act. The NPD Shares
will be issued pursuant to an exemption from registration.
8.3 Restrictive Legends. Each certificate representing the NPD Shares
and any other securities issued in respect of the NPD Shares upon any stock
split, stock dividend, recapitalization, merger, or similar event (unless no
longer required in the opinion of counsel for the Company) shall be stamped or
otherwise imprinted with legends substantially in the following form:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL
SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT OF 1933."
ARTICLE 9.
MISCELLANEOUS
9.1 Governing Law. This Agreement shall be governed in all respects
by the internal substantive laws of the State of Delaware, of the United States
of America.
9.2 Survival. The representations and warranties set forth in this
Agreement shall survive the execution hereof.
9.3 Successors and Assigns
Except as otherwise provided herein, the provisions hereof shall inure
to the benefit of, and be binding upon, the successors and assigns of the
parties hereto, provided, however, that the rights of the Stockholders to
exchange their Series A Preferred Stock for NPD Shares shall not be assignable
without the prior written consent of the Company.
9.4 Entire Agreement; Amendment. This Agreement and the exhibit
hereto constitute the full and entire understanding and agreement between the
parties with regard to the subjects hereof and thereof. Neither this Agreement
nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom
enforcement of any such amendment, waiver, discharge or termination is sought.
9.5 Notices, etc. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, or otherwise delivered by hand or by messenger,
addressed as follows:
Print Data Corp. Atlantic Components Limited
00 Xxx Xxxxxxxxx Xxxxxx, X00-X00, 1/F., Block B,
Hopelawn, New Jersey 08861 Proficient Industrial Centre,
USA 0 Xxxx Xxxx Xxxx, Xxxxxxx Xxx,
Xxxxxxx, Xxxx Xxxx
Attention of Xx. Xxxxxxx X Xxxxx Attention of Xx. Xxxx Xxxx
Fax: (000) 000-0000 Fax: (000) 0000-0000
COPY TO: COPY TO:
Xxxxx X. Xxxx Xxxxxx Xxxxxx Xxxxx
The Xxxxxx Building Reitler Xxxxx LLC
000 Xxxxxxxx Xxxxxx, Xxxxx 000 000 Xxxxx Xxxxxx
Xxxx Xxxx Xxxxx 21st Floor
FL 33410 Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000 Fax: (000) 000-0000
9.6 Delays or Omissions. No delay or omission to exercise any right,
power or remedy accruing to the Stockholders upon any breach or default of the
Company under this Agreement shall impair any such right, power or remedy of the
Stockholders nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of or in any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or character by
any Stockholder of any provisions or conditions of this Agreement, must be in
writing and shall be effective only to the extent specifically set forth in such
writing. All remedies, either under this Agreement, or by law or otherwise
afforded to the Stockholders, shall be cumulative and not alternative.
9.7 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original and all of which shall
constitute one instrument.
9.8 Severability. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision; provided that no such severability shall be effective if
it materially changes the economic benefit of this Agreement to any party.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the duly authorized officer of each party as of the date first above written.
COMPANY
PRINT DATA CORP., a Delaware Corporation
By: /s/ Xxxxxxx Xxxxx
---------------------------------
Name: Xxxxxxx Xxxxx
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Title: President
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STOCKHOLDERS
/s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
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/s/ Xxxx Xxxxx
------------------------------------
Name: Xxxx Xxxxx
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/s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
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EXHIBIT A
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LIST OF STOCKHOLDERS
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NPD SHARES
STOCKHOLDERS SERIES A PREFERRED STOCK TO BE ISSUED
------------ ------------------------ ------------
Xxxxxxx Xxxxx 97,596 195,032
Xxxx Xxxxx 98,485 196,809
Xxxxxxx X. Xxxxx 304,329 608,159
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