SHARE ACQUISITION AGREEMENT
This
is a
Share Acquisition Agreement by and between Espre Solutions, Inc. of Plano,
Texas
(“ESPRE”), represented by Xx. Xxxxx Xxxxxx, President and CEO; and StreamTrax
Visual Communications Technologies, Inc., of Wichita, Kansas (“STREAMTRAX”),
represented by Xx. Xxxx Xxxxx, President and CEO; this 17th
day of
September 2005.
Each
party to this Share Acquisition Agreement believes that its execution of
this
Agreement is in the best interest of each other and the collected interests
of
both parties; and ESPRE and STREAMTRAX believe that this Agreement, to the
best
of their knowledge, will be acceptable to their relative shareholders and
that
each organizations’ shareholders will take no affirmative action to nullify or
otherwise disrupt this Agreement.
The
following are the salient points of this understanding by and between ESPRE
and
STREAMTRAX:
| 1. |
STREAMTRAX
will purchase thirty percent (30.0%), fully diluted, of ESPRE and
its
subsidiaries to include currently vested options (as of this date)
in the
form of common shares of the company for Fifteen Million Dollars
($15,000,000.00 USD) with a Two Million Dollar ($2,000,000.00 USD)
deposit
upon funding of STREAMTRAX’s STREAMTRAX Private Placement Memorandum,
which is anticipated to take place within thirty (30) business
days from
the signing of this Agreement; and the balance to be paid over
a fifteen
(15) month period in 90 day increments of Two Million Five Hundred
Thousand Dollars ($2,500,000.00 USD) from the initial deposit for
four (4)
90 day cycles and Three Million Dollars ($3,000,000.00 USD) for
the fifty
90 day cycle; payments to be made by the last day of the 90 day
cycle.
ESPRE, upon receipt of the initial deposit, shall place the 30%
of the
company shares in escrow for STREAMTRAX. ESPRE further agrees that
there
is no penalty for STREAMTRAX being able to accelerate its payment(s)
to
ESPRE.
|
| 2. |
Should
STREAMTRAX, after the initial deposit and or at any time at each
90 day
cycle, agrees to the following penalties for late or
non-payment:
|
| a. |
Late
payment. Should STREAMTRAX be ten days but not 30 days late at any
90 day
cycle period; at ESPRE’s option, ESPRE will penalize STREAMTRAX with an
additional fee of three percent (3.0%) of the 90 day cycle payment
or
shall impose a 3.0% penalty of shares of stock for that 90 day period.
Should STREAMTRAX be over 30 days late at any 90 day cycle period;
at
ESPRE’s option, ESPRE will penalize STREAMTRAX with an additional fee of
ten percent (10.0%) of the 90 day cycle payment or shall impose a
10.0%
penalty of shares of stock for that 90 day
period.
|
| b. |
Non-payment.
Should STREAMTRAX not pay at any 90 day cycle period, after 120 days,
at
ESPRE’s option, ESPRE will penalize STREAMTRAX with an additional ten
percent t(10.0%) penalty of shares of stock for that 90 day period,
over
and above the penalty imposed in 2a
above.
|
| 3. |
STREAMTRAX
will acquire two (2) seats on ESPRE’s Board of Directors, ESPRE will
acquire one (1) seat on STREAMTRAX’s Board of Directors. ESPRE’s
representation will be made by Xx. Xxxxx Xxxxxx, STREAMTRAX’s
representation will be made by Messrs. Xxxx Xxxxx and Xxxxxx
Xxxxxxx.
|
| 4. |
CAVEATS:
|
| a. |
Patents
that are completed and or pending at the signing of this Share Acquisition
Agreement are included.
|
| b. |
Additional
Intellectual Property (IP) developed at the request of the
ESPRE/STREAMTRAX Joint Venture, and accepted, shall be shared between
ESPRE and STREAMTRAX on a fifty, fifty basis. Each and every additional
IP
shall be documented in an addendum to this Share Acquisition Agreement
and
or the final documentation by and between ESPRE and
STREAMTRAX.
|
| c. |
Due
Diligence is accomplished and matches.
|
| d. |
STREAMTRAX
will focus its marketing and therefore distribution of the technology
to
the entertainment industry (including, but not limited to the motion
picture industry, radio, television, cellphone/PDA entertainment,
music
videos, etc. as well as in the sports arena), and to and for the
Retail
Display market (such as Malls and large consumer organizations [Wal-Mart,
Costco, etc.]). ESPRE will market in other industries. At all times,
each
organization will send leads, contacts, etc. to the other when the
business opportunity presented does not fit in the initiating company’s
business plan. Additionally, as necessary and applicable, ESPRE and
STREAMTRAX shall work together jointly to develop sales to the mutual
benefit of both parties.
|
Time
is
of the essence in the performance of this Share Acquisition Agreement.
Therefore, this Agreement, and any documents referred to herein, embody the
entire agreement and understanding between the parties with respect to the
subject matter hereof and thereof until such time as the complete Agreement
shall be constructed. This Agreement supersedes all prior agreements and
understandings relating to the subject matter hereof. This Agreement may
be
executed in any number of counter parts and by facsimile, all of which taken
together shall constitute one and the same instrument, and any of the parties
hereto may execute this Agreement by signing any such counterpart, provided
that
this Agreement shall not become effective until all parties have executed
the
same.
IN
WITNESS WHEREOF, the parties have executed this Share Acquisition Agreement
as
of the date and year first above written.
| /s/ Xxxxx Xxxxxx | ||
| Xx. Xxxxx Xxxxxx, ESPRE | ||
| /s/ Xxxx Xxxx | ||
| Xx. Xxxx Xxxx, STREAMTRAX | ||
| /s/ Xxxxxxx Xxxxxxxx |
17
Sept. 2005
|
|
| Witness: |
Date
|
