ACQUISITION AGREEMENT
PURCHASE OF ESAFE, INC. FROM UC HUB GROUP. INC.
FOR SHARES OF STOCK IN PSPP HOLDINGS. INC.
Agreement, dated as of April 10, 2006, among PSPP HOLDINGS. INC., a Nevada
corporation (the "Purchaser"); UC Hub Group. Inc., a Nevada corporation (the
"Stockholder"}; and eSafe. Inc., a Nevada corporation (the "Acquired
Corporation").
The Purchaser desires to acquire ail the capital stock of Acquired Corporation
from Stockholder in exchange for voting common stock, par value $0.001 per
share, of the Purchaser ("Purchaser Common Stock"), as hereinafter provided, and
Stockholder desires to effect such exchange.
I. Representations and Warranties of the Stockholder
The Stockholder represents and warrants to the Purchaser as follows:
1.01. Organization and Qualification
Acquired Corporation is a corporation duly organized, validly existing, and to
the best of our knowledge in good standing under the laws of its jurisdiction of
incorporation, with all requisite power and authority, and all necessary
consents, authorizations, approvals, orders, licenses, certificates, and permits
of and from, and declarations and filings with, all federal, state, local. and
other governmental authorities and all courts and other tribunals, to own,
lease, license, and use its properties and assets and to carry on the business
in which it is now engaged and the business in which it contemplates engaging.
1.02. Capitalization
The authorized capital stock of Acquired Corporation consists of 75 million
shares of common stock, par value $.001 per share ("Acquired Corporation Common
Stock"), of which 1000 shares are outstanding. Each of such outstanding shares
of Acquired Corporation Common Stock is validly authorized, validly issued,
fully paid, and non-assessable, has not been issued and is not owned or held in
violation of any preemptive right of stockholders, and is owned of record and
beneficially by the Stockholder free and clear of all liens, security interests,
pledges, charges, encumbrances, stockholders' agreements, and voting trusts.
There is no commitment, plan, or arrangement to issue, and no outstanding
option, warrant, or other right calling for the issuance of. any share of
capital stock of Acquired Corporation or any security or other instrument
convertible into, exercisable for, or exchangeable for capital stock of Acquired
Corporation. There is outstanding no security or other instrument convertible
into or exchangeable for capital stock of Acquired Corporation.
1.03. Financial Condition
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Acquired Corporation has delivered to the Purchaser true and correct copies of
the following the balance sheet the statement of income, statement of retained
earnings, and statement of cash flows of Acquired Corporation for the six months
ended January 31, 2006 and nine months ended March 31, 2006. Each financial
statement presents fairly the results of operations of Acquired Corporation for
the period indicated and have been prepared in accordance with generally
accepted accounting principles consistently applied throughout the periods
involved and are in accordance with the books and records of Acquired
Corporation. There has at no time been a material adverse change in the
financial condition, results of operations, business, properties, assets,
liabilities, or future prospects of Acquired Corporation not withstanding the
attachments hereto.
There is no fact known to Acquired Corporation or Stockholder which materially
adversely affects or in the future (as far as Acquired Corporation or
Stockholder can foresee) may materially adversely affect the financial
condition, results of operations, business, properties, assets, liabilities, or
future prospects of Acquired Corporation; provided, however, that Acquired
Corporation and Stockholder express no opinion as to political or economic
matters of general applicability, notwithstanding the attachments.
1.04. Tax and Other Liabilities
Neither Acquired Corporation nor any Subsidiary has any liability of any nature,
accrued or contingent, including without limitation liabilities for federal,
state, local, or foreign taxes and penalties, interests, and additions to tax
(Taxes) and liabilities to customers or suppliers, other than the following:
(a) Liabilities for which full provision has been made on the consolidated
balance sheet and the notes thereto; and
(b) Other liabilities arising prior to the Closing in the ordinary course of
business (which shall not include liabilities to customers on account of
defective products or services) which are not inconsistent with the
representations and warranties of Stockholder or any other provision of this
Agreement.
1.05. Litigation and Claims
There is no litigation, arbitration, claim, governmental or other proceeding
(formal or informal), or investigation pending, threatened, or in prospect (or
any basis therefore known to Acquired Corporation) notwithstanding the attached
litigation.
1.06. Properties
Each of Acquired Corporation and each of the Subsidiaries has good and
marketable title in fee simple absolute to all real properties and good title to
all other properties and assets used in its business or owned by it.
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1.07. Contracts and Other Instruments
Exhibit D accurately and completely sets forth the information required to be
contained therein regarding contracts, agreements, instruments, leases,
licenses, arrangements, or understandings with respect to Acquired Corporation
and Stockholder.
1.08. Employees
(a) Acquired Corporation does not contribute to any pension, profit sharing,
option, other incentive plan, or any other type of Employee Benefit Plan (as
defined in Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA")).
1.09. Patents, Trademarks, Et Cetera
Exhibit C accurately sets forth any patent, patent application, trademark,
trademark application, trade name, service xxxx, copyright, franchise, or other
intangible property or asset (all of the foregoing being herein called
"Intangibles") that Acquired Corporation owns or has pending, or is licensed.
1.11. Authority to Sell
Acquired Corporation and Stockholders will require a vote of which said vote may
provide all requisite power and authority to execute, deliver, and perform this
Agreement. All necessary corporate proceedings of Acquired Corporation have been
duly taken to authorize the execution, delivery, and performance of this
Agreement by Acquired Corporation notwithstanding, shareholder consent. This
Agreement has been duly authorized, executed, and delivered by Acquired
Corporation, has been duly executed and delivered by Stockholders, constitutes
the legal, valid, and binding obligation of Acquired Corporation and
Stockholders, and is enforceable as to them in accordance with its terms
contingent upon shareholder vote.
1.12. Nondistributive Intent
Stockholder is acquiring the shares of Purchaser Common Stock to be issued
hereunder for its own account (and not for the account of others) for investment
and not with a view to the distribution thereof. No Stockholder will sell or
otherwise dispose of such shares without registration under the Securities Act
of 1933, as amended (the "Securities Act"), or an exemption therefrom, and the
certificate or certificates representing such shares may contain a legend to the
foregoing effect. By virtue of his position. Stockholder has access to the kind
of financial and other information about the Purchaser as would be contained in
a registration statement filed under the Securities Act. Stockholder understands
that he may not sell or otherwise dispose of such shares in the absence of
either a registration statement under the Securities Act or an exemption from
the registration provisions of the Securities Act.
1.13. Completeness of Disclosure
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No representation or warranty by Stockholder in this Agreement contains or on
the date of the Closing will contain an untrue statement of material fact or
omits or on the date of the Closing will omit to state a material fact required
to be stated therein or necessary to make the statements made therein not
misleading.
II. Representations and Warranties of the Purchaser
The Purchaser represents and warrants to Stockholders as follows:
2.01. Organization
Purchaser is a corporation duly organized, validly existing, and in good
standing under the laws of its jurisdiction of incorporation, with all requisite
power and authority to own, lease, license. and use its properties and assets
and to carry on the business in which it is now engaged and in which it
contemplates engaging.
2.02. Validity of Shares
The shares of Purchaser Common Stock to be delivered to Stockholder pursuant to
this Agreement, when issued in accordance with the terms and provisions of this
Agreement, will be validly authorized, validly issued, fully paid, and
non-assessable.
2.03. Authority to Buy
The Purchaser have all requisite power and authority to execute, deliver, and
perform this Agreement. All necessary corporate proceedings of the Purchaser
have been duly taken to authorize the execution, delivery, and performance of
this Agreement by the Purchaser. This Agreement has been duly authorized,
executed, and delivered by the Purchaser, is the legal, valid, and binding
obligation of the Purchaser, and is enforceable in accordance with its terms.
2.04. Nondistributive Intent
The Purchaser is acquiring Acquired Corporation Common Stock for its own account
(and not for the account of others) for investment and not with a view to the
distribution thereof. The Purchaser will hot sell or otherwise dispose of such
shares (whether pursuant to a liquidating dividend or otherwise) without
registration under the Securities Act or an exemption therefrom, and the
certificate or certificates representing such shares may contain a legend to the
foregoing effect. By virtue of its position, the Purchaser has access to the
kind of financial and other information about Acquired Corporation as would be
contained in a registration statement filed under the Securities Act. The
Purchaser understands that it may not sell or otherwise dispose of such shares
in the absence of either a registration statement under the Securities Act or an
exemption from the registration provisions of the Securities Act.
2.05 Financial Condition of Purchaser
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At Closing. Purchaser shall have not less than $90,000 in cash available less
any funds paid or advanced prior to closing- plus a firm commitment for an
additional $100,000 within 30 calendar days from Closing. Purchaser shall have
provided Acquired Corporation with access to copies of all reports filed by
Purchaser with the Securities and Exchange Commission.
III. The Exchange
3.01. Terms of the Exchange
On the basis of the representations, warranties, covenants, and agreements
contained in this Agreement and subject to the terms and conditions of this
Agreement:
(a) Stockholder shall sell, assign, transfer, and convey to Purchaser at the
Closing all of the outstanding shares of capital stock of Acquired Corporation.
Stockholder shall deliver at the Closing certificates representing such shares
duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in
each case in proper form for transfer, with signatures guaranteed, and with all
stock transfer and any other required documentary stamps affixed thereto.
(b) In consideration for the shares referred to in Section 3.01(a),
Purchaser shall deliver at the Closing certificates registered in the name of
Stockholder for approximately Twenty Two Million (22.890.936) shares of
Purchaser's Common Stock, to UC Hub. Issue or transfer One Million Shares of
Preferred Series A to Xxxxxx Family Limited Partnership which does and will
represent all of the issued Preferred Stock.
3.02. The Closing
The closing of the transactions contemplated by Sections 3.01 (a) and 3.01 (b)
shall take place on or about April 30, 2006. The closing may occur at such
place, such time, or such different date thereof as the Purchaser and
Stockholders agree in writing. The closing of the transactions contemplated by
Sections 3.01(a) and 3.01 (b) is herein called the "Closing."
3.03. Mutual Indemnity Against Liabilities
Stockholders agree to mutually indemnify and hold harmless each other, the
Purchaser. Acquired Corporation, and their respective officers, directors,
employees, counsel, agents, and stockholders, in each case past, present, or as
they may exist at any time after the date of this Agreement, and each person, if
any. who controls, controlled, or will control any of them within the meaning of
Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") (the "Indemnitees") against any and all
losses. liabilities, damages, and expenses whatsoever as and when incurred
arising out of, based upon, or in connection with (a) any breach of any
representation, warranty, covenant, or agreement of Acquired Corporation or
Stockholder contained in this Agreement and (b), if the Closing takes place, any
act, alleged act. omission, or alleged omission occurring at or prior to the
Closing (including without limitation any which arise out of. are based upon, or
are in connection with
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any of the transactions contemplated hereby). Similarly, the Purchaser agrees to
to indemnify and hold harmless the Stockholder, its counsel, and agents, in each
case past, present, or as they may exist at any time after the date of this
Agreement, and each person, if any, who controls. controlled, or will control
any of them within the meaning of Section 15 of the Securities Act or Section
20(a) of the Securities Exchange Act of 1934. as amended (the "Exchange Act")
(the "Indemnitees") against any and all losses, liabilities, damages, and
expenses whatsoever as and when incurred arising out of, based upon, or in
connection with (a) any breach of any representation, warranty, covenant, or
agreement of Purchaser contained in this Agreement and (b), if the Closing takes
place, any act, alleged act. omission, or alleged omission occurring at or prior
to the Closing (including without limitation any which arise out of are based
upon, or are in connection with any of the transactions contemplated hereby).
The foregoing agreement to indemnify shall be in addition to any liability
Purchaser, Acquired Corporation or Stockholder may otherwise have, including
liabilities arising under this Agreement. Provided, however, that the threshold
level of damages required to invoke the foregoing indemnity provisions shall be
$75,000 and any claims must be brought on or before April 30. 2007 or soon
thereafter. Payment of claims may be satisfied by payment in shares of common
stock of Purchaser or Stockholder based upon the current market value of such
securities in the public trading market.
IV. Conditions to Obligations of the Purchaser and WOS
The obligations of the Purchaser under this Agreement are subject, at the option
of the Purchaser to the following conditions:
4.01. Accuracy of Representations and Compliance With Conditions
All representations and warranties of Acquired Corporation or Stockholder
contained in this Agreement shall be accurate when made and, in addition, shall
be accurate as of the Closing.
V. Conditions to the Obligations of Acquired Corporation and Stockholders
The obligations of Acquired Corporation and Stockholder under this Agreement are
subject, at the option of Acquired Corporation and Stockholder, to the following
conditions:
5.01. Cash on hand. Purchaser shall have not less than $90,000 in cash
available, plus a firm commitment for $100,000 within 30 calendar days from
Closing.
5.02. New Board Members. Purchaser, subject to Closing, shall have extended
offers to Xxxxx Xxxxxx, Xxx Xxxxx, and Xxxxxx Xxx Xxxxxx to join its board of
directors and to serve on its board of directors for not less than 24 months
after Closing. Xxxxx Xxxxxx as Chairman/CEO shall have appropriate powers and
employment agreement.
VI. Covenants and Agreements of Acquired Corporation and Stockholders
6.01. Access
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Until the earlier of the Closing and the rightful abandonment or termination of
this Agreement pursuant to Article IV or otherwise (the "Release Time"),
Acquired Corporation will afford, and Stockholder will cause Acquired
Corporation to afford, the officers, employees, counsel, agents, investment
bankers, accountants, and other representatives of the Purchaser and lenders,
investors, and prospective lenders or investors free and full access to the
plants, properties, books, and records of Acquired Corporation, will permit them
to make extracts from and copies of such books and records, and will from time
to time furnish the Purchaser with such additional financial and operating data
and other information as to the financial condition, results of operations,
businesses, properties, assets, liabilities, or future prospects of Acquired
Corporation.
6.02. Conduct of Business
Acquired Corporation will conduct its affairs so that at the Closing no
representation or warranty of Acquired Corporation will be inaccurate.
VII. Miscellaneous
7.01. Brokerage Fees
If any person shall assert a claim to a fee. commission, or other compensation
on account of alleged employment as a broker or finder, or alleged performance
of services as a broker or finder, in connection with or as a result of any of
the transactions contemplated by this Agreement, Stockholder shall (subject to
the next sentence) indemnify and hold harmless the Indemnitees against any and
all losses, liabilities, claims, damages, and expenses whatsoever as and when
incurred arising out of. based upon, or in connection with such claim by such
person.
7.02. Further Actions
At any time and from time to time, each party agrees, at its or his expense, to
take such actions and to execute and deliver such documents as may be reasonably
necessary to effectuate the purposes of this Agreement.
7.03. Availability of Equitable Remedies
Since a breach of the provisions of this Agreement could not adequately be
compensated by money damages, any party shall be entitled, either before or
after the Closing, in addition to any other right or remedy available to it. to
an injunction restraining such breach or threatened breach and to specific
performance of any such provision of this Agreement, and, in either case, no
bond or other security shall be required in connection therewith, and the
parties hereby consent to the issuance of such an injunction and to the ordering
of specific performance.
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7.04. Survival
The covenants, agreements, representations, and warranties contained in or made
pursuant to this Agreement shall survive the Closing.
7.05. Modification
This Agreement and the Exhibits hereto set forth the entire understanding of the
parties with respect to the subject matter hereof (except as provided in Section
8.04). supersede all existing agreements among them concerning such subject
matter, and may be modified only by a written instrument duly executed by each
party [with the approval of the Board of Directors [[or by an officer]] of each
corporate party] (except as otherwise provided in Section 8.05).
7.06. No Third-Party Beneficiaries
This Agreement does not create, and shall not be construed as creating, any
rights enforceable by any person not a party to this Agreement.
7.07. Separability
If any provision of this Agreement is invalid, illegal, or unenforceable, the
balance of this Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance, it shall nevertheless remain
applicable to all other persons and circumstances.
7.08. Headings
The headings in this Agreement are solely for convenience of reference and shall
be given no effect in the construction or interpretation of this Agreement.
7.09. Counterparts; Governing Law
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument. It shall be governed by and construed in accordance with
the laws of Nevada, without giving effect to conflict of laws.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first written above.
Purchaser
PSPP Holdings, Inc.
By: /s/ Xxxx Xxxxxxxx
-----------------------
Name: Xxxx Xxxxxxxx
Title: President
Stockholder
UC Hub Group, Inc.
By: /s/ Xxxxx Xxxxxx
-----------------------
Name: Xxxxx Xxxxxx
Title: President
Acquired Corporation
eSAFE, Inc.
By: /s/ Xxxxx Xxxxxx
-----------------------
Name: Xxxxx Xxxxxx
Title: President
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