Prepared by MERRILL CORPORATION www.edgaradvantage.com QuickLinks Exhibit 2.2 Acquisition Agreement Between View Systems, Inc. and Xyros Systems, Inc. Acquisition Agreement and Plans of Reorganization This Acquisition Agreement and Plans of...
Prepared by XXXXXXX CORPORATION xxx.xxxxxxxxxxxxxx.xxxQuickLinks
Exhibit 2.2 Acquisition Agreement Between View Systems, Inc. and Xyros Systems, Inc.
Acquisition Agreement and Plans of Reorganization This Acquisition Agreement and Plans of Reorganization (the "Agreement") is made as of February , 1999, among View Systems, Inc., a Florida corporation whose principal place of business is 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 00, Xxxxxxxxx, Xxxxxxxx 00000 (hereinafter called "View Systems"), Xyros Systems, Inc., a Maryland corporation whose principal place of business is 11302 Tooks Way, Columbia, Md. 21044-1049 (hereinafter called "Xyros"); and Xxxxxxx X. Xxxxx,11303 Xxxxx Way, Columbia, Md. 21044-1049, Xxxxx X. Xxxxxxxxx, 6529 Quiet Hours #103, Columbia, Md. 21045, the Xxxxxxxx/Xxxxxxx Living Trust, dated August 24, 1998, 000 Xxxxxxxxx Xxxx, Xxxxxxxxxxx, Xx. 00000, Xxxxxxx X. XxXxxxx, 0000 Xxxxxxxx Xxxxx, Xxxxxx, Xx. 00000 and Xxxxxx X. Xxxxx, 11303 Tooks Way, Columbia, Md. 21044-1049 (hereinafter collectively called the "Stockholders"). 1. Plan of reorganization. The Stockholders are the owners of all of the issued and outstanding stock of Xyros, which consists of 1000 shares of common stock of the par value of $1.00 per share. It is the intention of the parties hereto that all of the issued and outstanding capital stock of Xyros shall be acquired by View Systems in exchange solely for its voting stock. 2. Exchange of shares. View Systems and the Stockholders agree that all of the 100 shares of Xyros shall be exchanged with View Systems for 100 shares of the common stock of View Systems, which stock shall be restricted within the meaning of Rule 144 promulgated by the U.S. Securities and Exchange Commission. The following numbers of View Systems shares will, on the closing date, as hereinafter defined, be delivered to the individual Stockholders in exchange for their Xyros shares as hereinafter set forth:
| Stockholder | No. of Shares of Xyros | No. of View Systems
Shares To Be Issued | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Xxxxxxx X. Xxxxx | 47 | 70,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2. Xxxxx X. Xxxxxxxxx | 26 | 39,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3. Xxxxxxxx/Xxxxxxx Living Trust | 21.5 | 32,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4. Xxxxxxx XxXxxxx | 3.5 | 5,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5. Xxxxxx X. Xxxxx | 2 | 3,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Such
shares shall be issued in certificates of such denominations, amounts, and names as may be requested by the respective Stockholders. The Stockholders represent and warrant that
they will hold such shares of common stock of View Systems for investment purposes, and not with a View Systems toward resale and distribution.
3. Delivery of shares. On the closing date, the Stockholders will deliver
certificates for the shares of Xyros duly endorsed so as to make View Systems the sole owner thereof, free and clear of all claims and encumbrances; and on such closing date, delivery of the View
Systems shares will be made to the Stockholders as above set forth. Delivery will be made at 0000 Xxxxxx Xxxx, Xxxxx X, Xxxxxxxx, Xx. 00000. Time is of the essence.
4. Guaranty of Liabilities. On the closing date, View Systems shall deliver an
unconditional and irrevocable guaranty to satisfy the debt obligations of Xyros to Xxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxx, which liabilities are stated on the Xyros balance sheet
attached as Exhibit A. Within seven (7) days of closing date, View Systems shall advance, if necessary, sufficient monies to Xyros to
enable it to satisfy $30,000 of the obligation owed by Xyros to Xxxxx X. Xxxxxxxxx, or else the interest rate accruing on the unpaid principal balance of the obligation shall adjust to the rate of
11/2% per day thereafter. Beginning with the closing date, and on that day of every month thereafter, View Systems will advance, if necessary, to Xyros sufficient monies to enable it to
begin making payments toward the debt obligation owed Xxxxxxx X. Xxxxx, in the amount of $5,000 per month, until the principal and accrued interest on such obligation shall be satisfied in full. View
Systems will endeavor to use its best efforts to obtain funding to satisfy the obligations of Xyros to Xxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxx as soon as xxxxxxxx.Xx is the intent of the parties that the
debt obligations to Xxxxxx X. Xxxxxxxx shall be paid within 90 days of closing.
4. Representations of Stockholders. The Stockholders represent and warrant as
follows:
(a) they
are the sole owners of the shares appearing of record in their names; such shares are free from claims, liens, or other encumbrances; and they have the
unqualified right to transfer such shares.
(b) The
shares constitute validly issued shares of Xyros, fully paid and nonassessable.
(c) The
financial statements of Xyros, which are dated as of February 28, 1999, and which are attached to this Agreement, are true and complete statements of
the financial condition of Xyros as of the date of closing; there are no substantial liabilities, either fixed or contingent, not reflected in such financial statements other than contracts or
obligations in the usual course of business; and no such contracts or obligations in the usual course of business are liens or other liabilities which, if disclosed, would alter substantially the
financial condition of Xyros as reflected in such financial statements. There are no material adverse changes to the financial condition of Xyros from the date such financial statements were provided
to View Systems to the date of closing.
(d) Since
February 6, there have not been, and prior to the closing date there will not be, any material changes in the financial position of Xyros, except
changes arising in the ordinary course of business.
(e) Xyros
is not involved in any pending litigation or governmental investigation or proceeding not reflected in such financial statements or otherwise disclosed in
writing to View Systems and, to the knowledge of Xyros or the Stockholders, no litigation or governmental investigation or proceeding is threatened against Xyros.
(f) Xyros
is in good standing as a Maryland corporation, current with all tax obligations, including the payment of personal property taxes.
(g) The
inventory list of Xyros, as of February 25, 1999, which will be delivered to View Systems, is a true and complete list of all inventory of Xyros as of
that date, including all work-in-process units and all sub-assemblies on hand, subject only to insubstantial adjustments for inventory purchased and sold from that
date to the date of closing.
(h) The
equipment and furniture list of Xyros, as of February 19, 1999, which is attached to this Agreement, is a true and complete list of all equipment and
furniture of Xyros as of that date. There have been no material adjustments to the personal property of Xyros from the date of such list to the date of closing.
(i) The
list of contractual agreements, including all reseller, distribution and OEM agreements, of Xyros, as of February 19, 1999, which is attached to this
Agreement, is a true and complete list of all contractual agreements of Xyros as of that date. There have been no material adjustments to the list from the date of such list to the date of closing.
(j) The
loan obligation of Xyros to Columbia Bank is not in default and this Agreement shall not cause a default in the any loan agreements between Xyros and Columbia
Bank.
5. Representations of View Systems. View Systems represents and warrants as
follows:
(a) as
of the closing date, the View Systems shares to be delivered to the Stockholders will constitute the valid and legally issued shares of View Systems, fully paid
and nonassessable, and will be legally equivalent in all respects to the common stock of View Systems issued and outstanding as of the date hereof.
(b) The
officers of View Systems are duly authorized to execute this agreement pursuant to authorization of its board of directors.
(c) View
Systems is not involved in any pending litigation or governmental investigation or proceeding not disclosed in writing to the Stockholders.
(d) As
of the closing date, View Systems will be in good standing as a Florida corporation.
(e) The
shares of Xyros are being acquired by View Systems as an investment, and there is no present intention on the part of View Systems to dispose of such shares.
6. Conditions of closing. The closing date shall be February 25, 1999,
or such other date as the parties hereto may mutually agree upon. All representations and covenants herein made shall survive the closing. At the closing the Stockholders hereby designate, nominate,
constitute, and appoint Xxxxxxx X. Xxxxx, as their agent and attorney in fact to accept delivery of the certificates of View Systems stock to be issued in their respective names, and to give a good
and sufficient receipt and acquittance for the same, and in connection therewith to make delivery of their stock in Xyros to View Systems.
7. Prohibited acts. Xyros agrees not to do any of the following things prior to
the closing date, and the Stockholders agree that prior to the closing date they will not request or permit Xyros to do any of the following things:
(a) Declare
or pay any dividends or other distributions on its stock or purchase or redeem any of its stock;
(b) Issue
any stock or other securities, including any right or option to purchase or otherwise acquire any of its stock, or issue any notes or other evidences of
indebtedness not in the usual course of business;
(c) Make
capital expenditures in excess of an aggregate of $5,000 except with the consent of View Systems.
8. Delivery of records. The Stockholders agree that on or before the closing
date they will cause to be delivered to View Systems such corporate records or other documents of Xyros as View Systems may request.
10. Indemnification. The Stockholders agree to indemnify and hold harmless View
Systems and its directors, officers and stockholders from and against all claims, suits, liabilities, damages and expenses (including attorney's fees) arising out of any material breach by any of the
Stockholders of any representation, warranty or agreement made by the Stockholders herein. View Systems agrees to indemnify and hold harmless Xyros and its directors, officers and stockholders from
and against all claims, suits, liabilities, damages and expenses (including attorney's fees) arising out of any material breach by View Systems of any representation, warranty or agreement made by it
herein. This indemnification shall expire and be of no further force and effect against all claims, suits, liabilities, damages and expenses that are made after two
(2) years following the date of closing, unless such claims could not have been discovered by the exercise of due diligence.
9. Notices. Any notice which any of the parties hereto may desire to serve upon
any of the other parties hereto shall be in writing and shall be conclusively deemed to have been received by the party to whom addressed, if mailed,postage prepaid, United States Registered Mail, to
the following addresses:
View
Systems, Inc., 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 00, Xxxxxxxxx, Xxxxxxxx 00000.
Stockholders:
c/o Xx. Xxxxxxx X. Xxxxx, Xyros Systems, Inc., 11303 Tooks Way, Columbia, Md. 21044-1049.
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