CONVEYANCE AGREEMENT
This CONVEYANCE AGREEMENT ("Agreement"), dated as of September 30,
2003, is made and entered into by and among PRINT DATA CORP., a Delaware
corporation (the "Company"), and NEW PRINT DATA CORP., a Delaware corporation
and wholly-owned subsidiary of the Company ("NPD"). This Agreement is being
entered into simultaneously with 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.
WHEREAS, prior to the closing of 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, pursuant to the terms of the Atlantic Reorganization
Agreement, the Company recently acquired all of the issued and outstanding
shares of the capital stock of Atlantic;
WHEREAS, pursuant to the terms of the Atlantic Reorganization
Agreement, simultaneous with the closing of the Atlantic Reorganization
Agreement, the Company is required to convey all of the Company's management and
business operations related to its Information Supplies Business to NPD.
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:
1. The Company hereby coveys all of the Company's management and business
operations related to its Information Supplies Business to NPD. This
includes, but is not limited to: the goodwill of the Information
Supplies Business; the lease of the premises where it is carried on;
all personal property on or in or about such premises, including the
stock-in-trade, fixtures and effects, books, accounts and records, book
debts, accounts receivable and other debts, all inventory and supplies,
all goods on order or in transit, all moneys, bills, notes, negotiable
instruments, and securities for money, book and other debts and choses
in action of the Information Supplies Business; all contracts to which
the Information Supplies Business is entitled in relation to the
Information Supplies Business; all books of account, papers and
documents relating to the Information Supplies Business; and all
merchandise, stock in trade, materials, supplies, machinery, tools,
designs, patterns, patents, fixtures, office furniture and all other
property, assets and effects of every nature and description owned and
used in the Information Supplies Business. Additionally, NPD shall have
the right to carry on the Information Supplies Business hereafter under
the name of Print Data Corp.
2. The Company and NPD shall as may be necessary make, publish, mail, file
or record any or all notices, certificates or communications to or for
creditors or others or for other purpose, in order to implement or in
connection with the conveyance of the Information Supplies Business
herein;
3. In consideration for the conveyance of the Information Supplies
Business from the Company to NPD, NPD agrees to (i) issue to the
Company an aggregate of 999,999 shares of its authorized, but
theretofore unissued shares of NPD common stock, par value $0.001 per
share; and (ii) assumes all lawful debts and liabilities of the Company
related to the Information Supplies Business or the operations of the
Company on or prior to the date hereof and to indemnify the Company,
and its successors and assigns against all actions, claims and demands
related to the Information Supplies Business and such liabilities.
4. The closing of this Agreement and the transactions contemplated herein
shall occur upon the execution hereof and be simultaneous with the
Closing of the Atlantic Reorganization Agreement as described above.
5. Each party hereto agrees to 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.
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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.
PRINT DATA CORP.
By: /s/Xxxxx-Xxx Xxxx
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Name: Xxxxx-Xxx Xxxx
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Title: Chief Executive Officer
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NEW PRINT DATA CORP.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: President
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