Exhibit 10.13
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (this "AGREEMENT") dated April 28, 1999
(the "EXECUTION DATE") by and between INTERACTIVE SOLUTIONS INCORPORATED, a
Massachusetts corporation ("ISI") and QUADRIS CONSULTING, INC., a Delaware
corporation ("QUADRIS").
W I T N E S S E T H:
WHEREAS, the respective Boards of Directors of each of the parties
hereto have determined that it is advisable and in the best interests of their
respective corporations and their respective shareholders to consummate, and
have approved, the business combination transaction provided for herein in which
Quadris would merge with and into ISI (the "MERGER") upon the terms and subject
to the conditions of this Agreement;
WHEREAS, for federal income tax purposes, it is intended that the
Merger shall qualify as a reorganization within the meaning of Section 368(a) of
the Internal Revenue Code of 1986, as amended (the "CODE");
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements set forth herein, the parties hereby agree
as follows:
ARTICLE I
THE MERGER
SECTION 1.1 THE MERGER. Subject to the terms and conditions of this
Agreement, at the Effective Time (as defined in Section 1.2 below), Quadris
shall be merged with and into ISI and the separate corporate existence of
Quadris shall thereupon cease. ISI (i) shall be the successor or surviving
corporation in the Merger (sometimes herein referred to as the "SURVIVING
CORPORATION"), (ii) shall continue to be governed by the laws of the
Commonwealth of Massachusetts, and (iii) the separate corporate existence of ISI
with all its rights, privileges, immunities, powers and franchises shall
continue unaffected by the Merger. The Merger shall have the effects specified
in Section 259 of the Delaware General Corporation Law (the "DGCL") and Ch. 156B
ss. 80 of the Massachusetts General Laws (the "MGL").
SECTION 1.2 EFFECTIVE TIME. ISI and Quadris will cause (i) an executed
original of an appropriate Articles of Merger (the "ARTICLES OF MERGER") to be
filed with the Secretary of State of the Commonwealth of Massachusetts pursuant
to Ch. 156B ss.70 of the MGL, and (ii) an executed original of an appropriate
Certificate of Merger to be filed with the Secretary of State of Delaware in
accordance with Sections 252 and 103 of the DGCL. The Merger shall become
effective on the date on which the Articles of Merger have been duly filed with
the Secretary of State of the Commonwealth of Massachusetts, and such time is
hereinafter referred to as the "EFFECTIVE TIME."
SECTION 1.3 ARTICLES OF ORGANIZATION AND BY-LAWS OF THE SURVIVING
CORPORATION. The Articles of Organization of the Surviving Corporation shall be
at and as of the Effective
Time the Articles of Organization of ISI immediately prior to the Effective
Date. The By-laws of the Surviving Corporation shall be at and as of the
Effective Time the By-laws of ISI immediately prior to the Effective Time.
ARTICLE II
CONVERSION AND CANCELLATION OF SHARES AND OPTIONS
SECTION 2.1 QUADRIS COMMON STOCK AND PREFERRED STOCK. Each share of the
common stock, $0.001 par value per share, of Quadris (the "QUADRIS SHARES")
issued and outstanding immediately prior to the Effective Time of the Merger
shall, by virtue of the Merger, automatically and without any action on the part
of the holder thereof, become and be converted into 0.3733765 shares of common
stock, $0.01 par value per share, of ISI (the "ISI Shares"). Each share of
Series A Convertible Preferred Stock, $0.001 per share, of Quadris issued and
outstanding immediately prior to the Effective Time of the Merger shall by
virtue of the Merger, automatically and without any action on the part of the
holder thereof, be canceled and shall not be entitled to receive any
consideration in the Merger.
SECTION 2.2 ISI SHARES. Each IS1 Share issued and outstanding
immediately prior to the Effective Time of the Merger shall, at the Effective
Time, continue to be issued and outstanding, be unchanged and remain as one
fully paid and non-assessable share of common stock, $0.001 par value per share,
of ISI.
SECTION 2.3 SURRENDER OF QUADRIS SHARES AND ISSUANCE OF ISI SHARES.
SCHEDULE 2.3 sets forth the following (i) list of each holder of record of
Quadris Shares at the Effective Time, (ii) the number of Quadris Shares owned by
each holder of record of Quadris Shares at the Effective Time, and (iii) the
number of ISI Shares to be received by each such holder of record of Quadris
Shares at the Effective time. At the Closing (as defined in Section 2.5 below),
each holder of record of Quadris Shares at the Effective Time shall surrender
the certificate(s) representing such shares to ISI. However, in that immediately
after the Merger has been effected, ISI will be merged with and into Xxxxxx.Xxx
Ltd. ("AGENCY") and the holders of ISI Shares will receive shares of common
stock of Agency, par value $0.001 ("AGENCY SHARES") at a conversion ratio of
0.6656917 ISI Shares for each Agency Share, no stock certificates will be issued
in the Merger. At the Effective Time the certificates representing the Quadris
Shares shall be canceled.
SECTION 2.4 QUADRIS STOCK OPTION PLAN.
2.4.1 ASSUMPTION OF QUADRIS OPTIONS BY ISI. At the Effective
Time, the Quadris 1998 Incentive Stock Option Plan (the "QUADRIS STOCK OPTION
PLAN"), and all options to purchase Quadris Shares then outstanding under the
Quadris Stock Option Plan, shall be assumed by ISI. SCHEDULE 2.4 hereto sets
forth (i) a complete list as of the date hereof of all holders of outstanding
options under the Quadris Stock Option Plan and (ii) the number of Quadris
Shares subject to each such option. Each such option so assumed by ISI under
this Agreement shall continue to have, and be subject to, the same terms and
conditions set forth in the Quadris Stock Option Plan and the applicable stock
option agreement immediately prior to
the Effective Time, except that (i) such option will be exercisable for that
number of whole ISI Shares equal to the product of the number of Quadris Shares
that were issuable upon exercise of such option immediately prior to the
Effective Time multiplied by 0.3733765, and (ii) the per share exercise price
for the ISI Shares issuable upon exercise of such assumed option will be equal
to the quotient determined by dividing the exercise price per Quadris Share at
which such option was exercisable immediately prior to the Effective Time by
0.3733765. Consistent with the terms of the Quadris Stock Option Plan and the
documents governing the outstanding options under such Plan, the Merger will not
terminate any of the outstanding options under the Quadris Stock Option Plan or
accelerate the exercisability or vesting of such options or the ISI Shares which
will be subject to those options upon ISI's assumption of the options in the
Merger. It is the intention of the parties that the options so assumed by ISI
qualify, to the maximum extent permissible, following the Effective Time as
incentive stock options as defined in Section 422 of the code to the extent such
options qualified as incentive stock options prior to the Effective Time. In
light of the subsequent merger of ISI with and into Agency, no further
documentation will be issued to any Quadris option holder evidencing the
foregoing assumption of Quadris options by ISI.
2.4.2 ASSUMPTION OF ISI OPTIONS BY AGENCY. At the effective
time of the merger of ISI with and into Agency (the "AGENCY MERGER TIME"), the
ISI 1996 Stock Option Plan (the "ISI STOCK OPTION PLAN"), and all options to
purchase ISI Shares then outstanding under the ISI Stock Option Plan (including
without limitation any options outstanding as a result of the assumption by ISI
of the Quadris Plan as set forth in Section 2.4.1 above), shall be assumed by
Agency. Each such option so to be assumed by Agency shall continue to have, and
be subject to, the same terms and conditions set forth in the ISI Stock Option
Plan and the applicable stock option agreement immediately prior to the
Effective Time, except that (i) such option will be exercisable for that number
of whole Agency Shares equal to the product of the number of ISI Shares that
were issuable upon exercise of such option immediately prior to the Effective
Time multiplied by 0.6656917 and rounded up to the nearest whole number of
Agency Shares, and (ii) the per share exercise price for the Agency Shares
issuable upon exercise of such assumed option will be equal to the quotient
determined by dividing the exercise price per ISI Share at which such option was
exercisable immediately prior to the Effective Time by 0.6656917 rounded up to
the nearest whole cent. Consistent with the terms of the ISI Stock Option Plan
and the documents governing certain of the outstanding options under such Plan,
the merger of ISI into Agency will not terminate any of the outstanding options
under the ISI Stock Option Plan upon Agency's assumption of the options.
Consistent with the terms of the ISI Stock Option Plan and the documents
governing certain of the outstanding options under such Plan, such merger will
accelerate the exercisability or vesting of certain of such options. Within 20
business days after the Agency Merger Time, Agency will issue to each Quadris
option holder who, immediately prior to the Effective Time was a holder of an
outstanding option under the ISI Stock Option Plan, a document evidencing the
foregoing assumption of such option by Agency.
SECTION 2.5 CLOSING. The Closing under this Agreement (the "CLOSING")
shall take place simultaneously with the execution and delivery of this
document, or such other time and date agreed upon by the parties, at the offices
of Xxxxx & Xxxxxxx LLP, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The date of the
Closing is herein referred to as the "CLOSING DATE". Notwithstanding the
foregoing, it is the intention of the parties that for the purposes of providing
Agency with an interest in the profits and losses of ISI, the effective date of
this Agreement shall be the opening of business on April 1, 1999.
ARTICLE III
REPRESENTATIONS OF QUADRIS
Quadris represents and warrants to ISI as follows:
SECTION 3.1 EXECUTION AND VALIDITY OF AGREEMENT. Quadris has the full
corporate power and authority to enter into this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated hereby.
The execution, delivery and performance of this Agreement by Quadris and the
consummation by Quadris of the transactions contemplated hereby have been duly
and validly authorized by the Board of Directors of Quadris and the holders of
all of the issued and outstanding Quadris Shares. This Agreement has been duly
and validly executed and delivered by Quadris and, assuming due authorization,
execution and delivery by ISI, constitutes the legal, valid and binding
obligation of Quadris enforceable against it in accordance with its terms.
SECTION 3.2 NON-CONTRAVENTION; APPROVALS AND CONSENTS.
3.2.1 Non-Contravention. Except as set forth on SCHEDULE 3.2,
the execution, delivery and performance by Quadris of its obligations hereunder
and the consummation of the transactions contemplated hereby, will not conflict
with, result in a violation or breach of, constitute (with or without notice or
lapse of time or both) a default under, result in or give to any Person (as
defined in Section 7.4 below) any right of payment or reimbursement,
termination, cancellation, modification or acceleration of, or result in the
creation or imposition of any mortgage, lien, security interest, encumbrance,
claim, charge and restriction of any kind or character (collectively, "LIENS")
upon any of the assets or properties of Quadris under, any of the terms,
conditions or provisions of (a) the Certificate of Incorporation or By-laws of
Quadris, or (b) any statute, law, rule, regulation or ordinance (collectively,
"LAWS"), or any judgment, decree, order, writ, citation, permit or License
(collectively, "ORDERS"), of any court, tribunal, arbitrator, authority, agency,
commission, official or other instrumentality of the United States, any foreign
country or any domestic or foreign state, county, city or other political
subdivision (a "GOVERNMENTAL OR REGULATORY AUTHORITY"), applicable to Quadris or
any of its assets or properties, or (c) any note, bond, mortgage, security
agreement, indenture, license, franchise, permit, concession, contract, lease or
other instrument, obligation or agreement of any kind (collectively,
"CONTRACTS") to which Quadris is a party or by which Quadris or any of its
assets or properties are bound.
3.2.2 APPROVALS AND CONSENTS. Except as set forth on SCHEDULE
3.2 and for the filings pursuant to the MGL and the DGCL, no consent, approval
or action of, filing with or notice to any Governmental or Regulatory Authority
or other Person is necessary or required under any of the terms, conditions or
provisions of any Law or Order of any Governmental or Regulatory Authority or
any Contract to which Quadris is a party or by which Quadris or any of its
assets or properties are bound for the execution and delivery of this Agreement
by Quadris,
the performance by Quadris of its obligations hereunder or the consummation of
the transactions contemplated hereby.
ARTICLE IV
REPRESENTATIONS OF ISI
ISI represents and warrants to Quadris as follows:
SECTION 4.1 EXECUTION AND VALIDITY OF AGREEMENT. ISI has the full
corporate power and authority to enter into this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated hereby.
The execution, delivery and performance of this Agreement by ISI and the
consummation by ISI of the transactions contemplated hereby have been duly and
validly authorized by all required corporate action on behalf of ISI and, to the
extent required by applicable law, its shareholders. This Agreement has been
duly and validly executed and delivered by ISI and, assuming due authorization,
execution and delivery by Quadris, constitutes the legal, valid and binding
obligations of ISI enforceable against it in accordance with its terms.
SECTION 4.2 NON-CONTRAVENTION; APPROVALS AND CONSENTS.
4.2.1 NON-CONTRAVENTION. The execution, delivery and
performance by ISI of its obligations hereunder and the consummation of the
transactions contemplated hereby, will not conflict with, result in a violation
or breach of, constitute (with or without notice or lapse of time or both) a
default under, result in or give to any Person any right of payment or
reimbursement, termination, cancellation, modification or acceleration of, or
result in the creation or imposition of any Lien upon any of the assets or
properties of ISI under any of the terms, conditions or provisions of (a) the
Articles of Organization or By-laws of ISI, or (b) subject to the taking of the
actions described in Section 4.2.2, any Laws or Orders of any Governmental or
Regulatory Authority, applicable to ISI or any of its assets or properties, or
(c) any Contracts to which ISI is a party or by which ISI or any of its assets
of properties are bound.
4.2.2 APPROVALS AND CONSENTS. Except for filings pursuant to
the MGL and the DGCL, no consent, approval or action of, filing with or notice
to any Governmental or Regulatory Authority or other Person is necessary or
required under any of the terms, conditions or provisions of any Law or Order of
any Governmental or Regulatory Authority or any Contract to which ISI is a party
or by which ISI or any of its assets or properties are bound for the execution
and delivery of this Agreement by ISI of its obligations hereunder or the
consummation of the transactions contemplated hereby.
SECTION 4.3 ISI SHARES. The ISI Shares to be delivered to the
shareholders of Quadris pursuant to this Agreement have been duly authorized for
issuance by all requisite corporate action by ISI, and when delivered as
provided herein, will be validly issued and outstanding ISI Shares, fully paid
and non-assessable, and will not be subject to preemptive rights of any Person.
ARTICLE V
ACTIONS AT CLOSING BY QUADRIS
SECTION 5.1 CERTIFIED RESOLUTIONS. Quadris shall have delivered to ISI
a copy of the resolutions of its Board of Directors and shareholders authorizing
the execution, delivery and performance of this Agreement and the transactions
contemplated hereby, certified by an officer of Quadris.
ARTICLE VI
ACTIONS AT CLOSING BY ISI
Simultaneously herewith:
SECTION 6.1 CERTIFIED RESOLUTIONS. ISI shall have delivered to Quadris
a copy of the resolutions of the Boards of Directors and shareholders of ISI
authorizing the execution, delivery and performance of this Agreement and the
transactions contemplated hereby, certified to by an officer of ISI.
ARTICLE VII
MISCELLANEOUS
SECTION 7.1 SURVIVAL. Notwithstanding any right of any party hereto
fully to investigate the affairs of any other party, and notwithstanding any
knowledge of facts determined or determinable pursuant to such investigation or
right of investigation, each party hereto shall have the right to rely fully
upon the representations, warranties and agreements of any other party contained
in this Agreement or in any Schedule furnished by another party delivered at the
Closing by any other party. The respective representations and warranties of
Quadris and ISI contained in this Agreement or in any Schedule, or in any
certificate delivered at the Closing, shall expire with, and be terminated and
extinguished by, the Merger, and thereafter, neither Quadris nor ISI, nor any
officer, director or shareholder thereof shall be under any liability with
respect to any such representation or warranty or condition or covenant. This
Section 7.1 shall have no effect upon any other obligation of the parties
hereto, whether to be performed before or after the Closing.
SECTION 7.2 EXPENSES. ISI and Quadris shall pay all of their own
expenses relating to the transactions contemplated by this Agreement, including,
without limitation, the fees and expenses of their respective counsels,
financial advisors and accountants.
SECTION 7.3 "PERSON" DEFINED. "PERSON" shall mean and include an
individual, a partnership, a joint venture, a corporation, a limited liability
company, a trust, an unincorporated organization and a government or other
department or agency thereof.
SECTION 7.4 CAPTIONS. The Article and Section captions used herein are
for reference purposes only, and shall not in any way affect the meaning or
interpretation of this Agreement.
SECTION 7.5 PUBLIC ANNOUNCEMENTS. ISI and Quadris will consult with
each other and Omnicom Group Inc. ("OMNICOM") before issuing any press releases
or otherwise making any public statements with respect to this Agreement or any
of the transactions contemplated hereby and shall not issue any such press
release or make any public statement without the prior written consent of the
other party and Omnicom which shall not be unreasonably withheld, except as may
be required by Law or by obligations pursuant to any listing agreements with any
national securities exchange to which Omnicom or ISI is a party.
SECTION 7.6 PARTIES IN INTEREST. This Agreement and the rights and
obligations of the parties hereunder shall not be assignable to any Person
without the written consent of all parties.
SECTION 7.7 SEVERABILITY. In the event any provision of this Agreement
is found to be void and unenforceable by a court of competent jurisdiction, the
remaining provisions of this Agreement shall nevertheless be binding upon the
parties with the same effect as though the void or unenforceable part had been
severed and deleted.
SECTION 7.8 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one instrument.
SECTION 7.9 ENTIRE AGREEMENT. This Agreement, including the Schedules,
contains the entire understanding of the parties hereto with respect to the
subject matter contained herein and therein. This Agreement supersedes all prior
oral and written agreements and understandings between the parties with respect
to such subject matter.
SECTION 7.10 AMENDMENT. This Agreement and the Schedules heretofore
delivered may be amended, supplemented or modified by the parties hereto only by
an agreement in writing signed on behalf of each of the parties hereto following
due authorization at any time.
SECTION 7.11 THIRD PARTY BENEFICIARIES. Each party hereto intends that
this Agreement shall not benefit or create any right or cause of action in or on
behalf of any Person other than the parties hereto and their respective
successors and assigns as permitted under Section 7.7 and for purposes of
Section 7.6, Omnicom.
IN WITNESS WHEREOF, ISI and Quadris have each caused its corporate name
to be hereunto subscribed by its officer thereunto duly authorized on the day
and year first above written.
INTERACTIVE SOLUTIONS INCORPORATED
By: /s/ XXXXX XXXXXXX
----------------------------------
Xxxxx Xxxxxxx
Vice President
QUADRIS CONSULTING, INC.
By: /s/ XXXXXXXX X. XXXXXXXX
------------------------------
Xxxxxxxx X. Xxxxxxxx
President
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Quadris Consulting Inc.
Schedule of Shareholders
Schedule 23
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============================================================================================
SHARES OF QUADRIS RESULTING SHARES OF
CONSULTING, IN. INTERACTIVE SOLUTIONS, INC. COMMON
SHAREHOLDER NAME COMMON STOCK STOCK
============================================================================================
Xxxxxxxx X. Xxxxxxxx 1,485,000 554,464.10250
Xxxxxx X. Xxxx 500,000 186,688.25000
Xxxxxxx X. Xxxxxxx 300,000 112,012.95000
Xxxxxxx X. Xxxxx 125,000 46,672.06250
Xxxx X. Xxxxxx 50,000 18,668.82500
Xxxxx Xxxxxxxx 5,000 1,866.88250
Xxxxx Xxxxxxxx 5,000 1,866.88250
Xxxxx Xxxxxxx 5,000 1,866.88250
Xxxxx Xxxxxxxxxx 5,000 1,866.88250
Xxxxx X. Xxxxx 5,000 1,866.88250
Xxxxx X. Xxxxxxxxx 5,000 1,866.88250
Xxx Xxxxxx 5,000 1,866.88250
Xxxx Xxxx Wu 5,000 1,866.88250
Xxxxx January 3,542 1,322.49956
============================================================================================
TOTAL SHARES 2,503,542 934,763.74956
15
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Quadris Consulting Inc.
Schedule of Optionholders
Schedule 24
--------------------------------------------------------------------------------
NUMBER OF OPTIONS RESULTING OPTIONS TO
TO PURCHASE SHARES OF PURCHASE SHARES OF
QUADRIS CONSULTING, INC. INTERACTIVE SOLUTIONS, INC.
OPTIONHOLDER NAME COMMON STOCK COMMON STOCK
Xxxxxxxx X. Xxxxxxxx 374,138 139,694.33696
Xxxx Xxxxxxx 97,876 36,544.59831
Xxxx Xxxxxx 155,000 57,873.35750
Xxxx Xxxxxx 116,694 43,570.79729
Xxxx Xxxxx 15,000 5,600.64750
Xxxxx Xxxxxxxxxx 46,000 17,175.31900
Xxxx Xxxxxxxxx 40,000 14,935.06000
Xxx Xxxxx 30,000 11,201.29500
Xxxxx Xxxxxxxx 25,000 9,334.41250
Xxxxx Xxxxxxx 21,967 8,201.9658
Xxxxx Xxxxxxxx 22,527 8,411.05242
Xxx Xxxxxx 19,626 7,327.88719
Xxxx Xxxxxxx 18,096 6,756.62114
Xxxxxxx Xxxxx 20,000 7,467.53000
Xxxxx Xxxxxxx 17,807 6,648.71534
Xxxx XxXxxx 17,751 6,627.80625
Xxxxxxx Xxxxx 17,742 6,624.44586
Xxxxx Xxxxxxxxx 17,517 6,540.43615
Xxxxxxx Xxxxxx 18,287 6,827.93606
Xxxxx Xxxxx 16,934 6,322.75765
Xxxx Xxxxx 16,027 5,984.10517
Xxx Xxxxxxxx 14,930 5,574.51115
Xxxxx Xxxxxxxx 14,634 5,463.99170
Xxxx Xxxx Wu 13,725 5,124.59246
Xxx Xxxxxxxx 16,000 5,974.02400
Xxxx Xxxxx 15,000 5,600.64750
Xxxx Xxxxxxxxx 12,904 4,818.05036
Xxxx Xxxxxx 12,643 4,720.59909
Xxxxxx Xxx 12,242 4,570.87511
Xxxx Xxxxxx 12,242 4,570.87511
Xxxx Xxxxxx 12,513 4,672.06014
Xxxxx Xxx 12,225 4,564.52771
Xxxxxx Xxxxxxxx 12,092 4,514.86864
Xxxxx Xxxxxxxxx 12,627 4,714.62507
Xxxxxx Xxxx 10,679 3,987.28764
Xxxxxxxxxx Xxxx 11,353 4,238.94340
16
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Quadris Consulting Inc.
Schedule of Optionholders
Schedule 24
--------------------------------------------------------------------------------
NUMBER OF OPTIONS RESULTING OPTIONS TO
TO PURCHASE SHARES OF PURCHASE SHARES OF
QUADRIS CONSULTING, INC. INTERACTIVE SOLUTIONS, INC.
OPTIONHOLDER NAME COMMON STOCK COMMON STOCK
Xxxx Xxxxxxxxx 12,281 4,585.43680
Xxxxx Xxxx 11,207 4,184.43044
Xxxxxx Xxxxxxxxx 10,640 3,972.72596
Xxxxxx Xxxxxxx 7,435 2,776.05428
Xxx Xxxxxx 6,801 2,539.33358
Hsin-Xxx Xx 6,370 2,378.40831
Xxxxx Xxxxx 5,740 2,143.18111
Xxx Xxxx 6,359 2,374.30116
Xxxxx Xxxxx 5,720 2,135.71358
Xxxxx Xxxxxx 5,929 2,213.74927
Xxxxx Xxxxxxxxxxx 6,334 2,364.96675
Xxxx Xx 6,331 2,363.64662
Xxxxxxxx Xxxx 6,132 2,289.54470
Xxxx Xxxxxxx 4,208 1,571.16831
Xxxx Xxxxxxxxx 3,879 1,448.32744
Xxxx Xxxxx 3,528 1,317.27229
Xxxxx Xxxxxx 3,875 1,446.83394
Xxxxxxx Xxxxxxxx 3,714 1,386.72032
Xxxxxxx Xxxxxxx 3,710 1,385.22682
Xxxxxxx Xx Xxxxxxx 3,385 1,263.87945
Xxxxx Xxxxxx 3,000 1,120.12950
Xxxxxx Xxxxxxx 2,806 1,047.69446
Xxxx Xxxxx 2,806 1,047.69446
Xxxxx Xxxxxxxxxxxx 2,804 1,046.94771
Xxxx Xxxxxxxxx 2,804 1,046.94771
Xxxxxx Xxxxxxxxx 2,803 1,046.57433
Xxxxxxx Xxx 2,803 1,046.57433
Xxxxxxx Xxxxxxx 2,801 1,045.82758
Xxx Xxxx 2,801 1,045.82758
Xxxxx Xxxxxxxxx 2,800 1,045.45420
Xxxxx Xxxxxxx 2,800 1,045.45420
Xxxxxxxxxx Xxxxxxx 2,800 1,045.45420
Xxxxxx Xxxxxxxx 2,800 1,045.45420
XxXxxx Ou 2,800 1,045.45420
Xxxxx Xxxxxxxx 2,800 1,045.45420
Xxxxxxx Xxxxx 2,565 957.71072
Xxxxx Xxxxx 2,509 936.80164
17
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Quadris Consulting Inc.
Schedule of Optionholders
Schedule 24
--------------------------------------------------------------------------------
NUMBER OF OPTIONS RESULTING OPTIONS TO
TO PURCHASE SHARES OF PURCHASE SHARES OF
QUADRIS CONSULTING, INC. INTERACTIVE SOLUTIONS, INC.
OPTIONHOLDER NAME COMMON STOCK COMMON STOCK
Xxxxxxx Xxxxxxx 2,240 836.36336
Xxxx Xxxxxxxx 1,770 660.87641
Xxxxxxx Xxxxxxxx 1,770 660.87641
==================================================================================
TOTAL OPTIONS 1496,458 558,742.25048
18
QUADRIS MERGER AGREEMENT
SCHEDULE 3.2
The transactions contemplated by the Merger Agreement will constitute a
default under each of the following agreements without the consent of the other
party.
1. Real Estate Leases
2. Equipment Leases
3. Customer Contracts
It is understood that no such consents will be sought or obtained prior
to the Closing.
19
