MEMBER INTEREST PURCHASE AGREEMENT BY AND AMONG MEDIA BILLING, L.L.C., INTERNET BILLING COMPANY, LLC AND INTERCEPT, INC., THE SOLE MEMBER OF INTERNET BILLING COMPANY, LLC Dated as of March 22, 2004Member Interest Purchase Agreement • March 26th, 2004 • Intercept Inc • Functions related to depository banking, nec • Georgia
THIS MEMBER INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 22, 2004, by and among Media Billing, L.L.C., a New York limited liability company (“Purchaser”); Internet Billing Company, LLC, a Georgia limited liability company (the “Company,” formerly known as Internet Merger Company, LLC, a Georgia limited liability company, and successor in interest by merger to a Georgia limited liability company also known as Internet Billing Company, LLC); and InterCept, Inc., a Georgia corporation (“Seller”). Seller is the sole member of the Company, and Seller and the Company are sometimes together referred to as the “InterCept Parties.”
AGREEMENT AND PLAN OF MERGER by and among SOLIDUS NETWORKS, INC. (a Delaware corporation) Payment Acquisition Corp. (a Delaware corporation and wholly-owned subsidiary of Solidus Networks, Inc.) INTERCEPT PAYMENT SOLUTIONS, LLC (a Delaware limited...Agreement and Plan of Merger • March 26th, 2004 • Intercept Inc • Functions related to depository banking, nec • Georgia
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of the 22nd day of March, 2004 (the “Execution Date”), is by and among Solidus Networks, Inc., a Delaware corporation (the “Parent”), Payment Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Parent (“Merger Sub,” the Parent and the Merger Sub shall be collectively referred to as the “Acquiring Parties”), InterCept Payment Solutions, LLC, a Delaware limited liability company (including any predecessor entity, the “Seller”), and InterCept, Inc., a Georgia corporation and the sole member of the Seller (“InterCept”). The foregoing named parties to this Agreement are sometimes referred to herein collectively as the “Parties” and individually as a “Party.”
