Exhibit 10(nn)
Plan and Agreement of Merger of
MiBridge, Inc. with and into
I-Link Mergerco, Inc., a wholly-owned subsidiary of
Medcross, Inc. (to be renamed I-Link Incorporated)
This Plan and Agreement of Merger ("Agreement") is effective as of August
12, 1997, by and among MEDCROSS, INC. (to be renamed I-LINK INCORPORATED), a
corporation organized and existing under the laws of the State of Florida
(hereafter "Medcross/I-Link"), and its wholly-owned subsidiary I-LINK MERGERCO,
INC., a corporation organized and existing under the laws of the State of Utah
(hereafter "Mergerco"), both with their principal place of business at 00000
Xxxxx Xxxxxxxxx Xxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxx 00000, MIBRIDGE, INC., a
corporation organized and existing under the laws of the State of New Jersey
with its principal place of business at 0 Xxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, Xxx
Xxxxxx 00000 (hereafter "MiBridge"), XXXX XXXXXX ("Nahumi"), and XXX XXXX, XXXX
XXXXXXX, and XXXXX XXXXXXXXX (together with Nahumi the "MIBridge Shareholders").
W I T N E S S E T H:
WHEREAS, Medcross/I-Link is a publicly-held corporation in the
telecommunications services business, and Mergerco is its wholly-owned
subsidiary; and
WHEREAS, MiBridge is a privately-held corporation in the business of
developing and licensing audio-conferencing, speech encoding and compression
technology for the telecommunications industry, all of the issued and
outstanding capital stock of which is owned by the MiBridge Shareholders; and
WHEREAS, the parties intend by this Agreement to provide for the merger of
MiBridge with and into Mergerco pursuant to an exchange with the MiBridge
Shareholders of all of MiBridge's outstanding shares for preferred shares of
Medcross/I-Link that are convertible into common shares of Medcross/I-Link,
together the payment by Medcross/I-Link to the MiBridge Shareholders of certain
cash evidenced by the promissory note described herein.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
set forth herein, it is agreed as follows:
1. The Merger. Subject to the terms and conditions contained herein, the
parties agree to effect upon the Closing (as defined in Section 6 below) the
merger of MiBridge with and into Mergerco, pursuant to the statutory merger laws
of the States of Utah and New Jersey, with Mergerco to be the surviving entity
and to be immediately renamed "MiBridge, Inc." (the "Merger").
In order to effect the Merger, the MiBridge Shareholders agree to surrender all
of their shares in MiBridge, constituting all of the issued and outstanding
shares of capital stock of MiBridge (the "MiBridge Shares"), to Medcross/I-Link
and Mergerco in exchange for the shares and other consideration described in
Section 2 below.
2. Consideration. As consideration for the surrender of the MiBridge
Shares and the Merger, Medcross/I-Link shall deliver to the MiBridge
Shareholders at Closing the following:
(a) At the Closing, and at such time as all of the contingencies set
forth in this Section 2(a) are met, Medcross/I-Link shall issue and deliver
to the MiBridge Shareholders an aggregate of One Thousand (1,000) Medcross
Series D Preferred shares (the "Preferred Shares"), divided between the
MiBridge Shareholders according to the schedule set forth on Exhibit 2(a)
attached hereto and made a part hereof. The Preferred Shares shall be
convertible in whole or in part at the option of each of the MiBridge
Shareholders at any time during the nine months following the Closing of
the Acquisition ("Closing") into such aggregate number of Medcross/I-Link
common shares (the "Conversion Shares") as shall equal the sum of the
percent of the Preferred Shares being converted multiplied by $6,250,000
divided by $9.25 (the "Conversion Price"). Unless earlier converted by the
MiBridge Shareholders, the Preferred Shares shall automatically convert
nine (9) months following the Closing (the "Automatic Conversion Date").
Notwithstanding the foregoing, the Preferred Shares shall be converted at
the lower of (a) the Conversion Price, or (b) the average closing bid price
of Medcross/I-Link Common Stock for the five consecutive trading days
immediately preceding the date Medcross/I-Link shall receive notice of
conversion from each of the MiBridge Shareholders, or the Automatic
Conversion Date, whichever the case may be. The Preferred Shares shall be
entitled to receive dividends if and when dividends are declared on
Medcross/I-Link's outstanding common shares, and in an amount proportionate
to the underlying Conversion Shares. The Conversion Shares shall carry
piggyback registration rights (more fully described in Section 3 below)
permitting the holder(s) to include the Conversion Shares in any
registration of securities with the U.S. Securities and Exchange Commission
that Medcross/I-Link shall undertake after the first anniversary of the
Closing (excluding S-8 registration of employee stock options). Conversion
into common shares is subject to Medcross/I-Link's shareholders approving
the increase of the authorized capital stock of Medcross/I-Link from
20,000,000 common shares to 50,000,000 common shares at Medcross/I-Link's
next shareholders' meeting. In the event such contingency is not fulfilled
by the Automatic Conversion Date, the MiBridge Shareholders' right to
convert and the Automatic Conversion Date shall be extended to that date
which is ten (10) days following the fulfillment of such contingency.
(b) At the Closing, Medcross/I-Link shall deliver to the MiBridge
Shareholders promissory notes in the aggregate principal amount of Two
Million Dollars ($2,000,000), payable in equal quarterly installments over
the two-year period following Closing (with the first installment due at
Closing), in the form of those attached hereto as Exhibit 2(b) and made
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a part hereof (the "Notes"). The Notes shall bear simple interest, payable
quarterly, at the minimum applicable federal interest rate, which interest
shall be convertible, at the option of Medcross/I-Link, into shares of its
common stock at the rate of $9.25 per common share, or the average closing
bid price for the five trading days immediately preceding the date of such
conversion, whichever is lower. Until such time as the Notes are paid in
full, the MiBridge Shareholders shall each be granted a security interest
in all of the issued and outstanding shares of Mergerco, proportionate to
each such shareholder's ownership interest in MiBridge. Medcross/I-Link
shall execute and deliver to the MiBridge Shareholders at Closing all
instruments and documentation necessary to create and perfect such security
interests.
(c) Until the Medcross/I-Link Articles of Incorporation have been duly
amended providing for creation of the Conversion Shares, and until one/half
the aggregate principal amount of the Notes has been paid, and except as
may be first approved in writing by Nahumi, or as otherwise permitted or
contemplated by this Agreement, (i) the business of Mergerco shall be
conducted only in the course that is historically usual and ordinary to
MiBridge without the creation of indebtedness for money borrowed, except in
the ordinary course of business, (ii) no change shall be made in the
Articles of Incorporation or Bylaws of Mergerco, (iii) no shares of stock
of Mergerco shall be authorized for issuance or issued or delivered from
treasury and no agreement for such issuance or delivery thereof shall be
entered into, (iv) no dividend or other distribution in respect of and no
redemption of any shares of stock of any class of Mergerco shall be made by
Mergerco, (v) no contract or commitment shall be entered into by or on
behalf of Mergerco except in the ordinary course of what was MiBridge's
historic business, (vi) Mergerco will continue in effect the insurance
coverage currently existing on MiBridge and its properties, assets,
business and personnel, and (ix) Medcross/I-Link shall not cause Mergerco
to subject any of its property or assets to any material lien, claim,
charge, option or encumbrance nor will it do or omit to do any act which
will cause a material breach in any contract, agreement, lease, commitment
or obligation to which it is a party or by which it is bound. In the event
the Medcross/I-Link Articles of Incorporation have not been duly amended
providing for creation of the Conversion Shares by March 31, 1998, the
MiBridge Shareholders, acting in unison, shall have the option of
terminating this Agreement and receiving all of the Mergerco Shares,
surrendering all Medcross/I-Link shares acquired under this Agreement, and
retaining all sums paid to them under the Notes prior to such termination
as liquidated damages.
(d) Until the Medcross/I-Link Articles of Incorporation have been duly
amended providing for creation of the Conversion Shares, and until the
Notes have been paid in full, the MiBridge Shareholders shall each have,
and Medcross/I-Link hereby grants to the MiBridge Shareholders, a security
interest in such portion of the Mergerco shares as represents his ownership
interest in MiBridge prior to the Closing. In order to perfect such
security interests, the parties agree that so long as such security
interests shall remain in force, certificate(s) representing the Mergerco
shares shall be held by the law firm of Xxxx Xxxxxx Xxxxxx Xxxxxxxx &
Xxxxxx of Washington, D.C. Medcross/I-Link shall execute such instruments
and documents as may reasonably be necessary to create, perfect and
maintain such security interests.
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(e) At the Closing Medcross/I-Link shall enter into an employment
contract with Nahumi in the form of Exhibit 2(e) attached hereto and made a
part hereof. At the Closing all currently existing employment agreements
between any of the MiBridge Shareholders and MiBridge shall be deemed
assumed by Mergerco, and deemed amended to delete any reference to the
employee's right to receive any ownership/equity interest in MiBridge, and
the MiBridge Shareholders shall be deemed to have fully released MiBridge,
Mergerco and Medcross/I-Link from any obligation with respect to such right
to receive an ownership/equity interest in MiBridge or its successor.
Neither the existence of any separate agreement(s) between Nahumi and any
of the individual MiBridge Shareholders, nor the performance or non-
performance of any party to any such agreement(s), shall have any effect on
this Agreement or the parties rights, duties and obligations hereunder.
3. Registration Rights. Neither the Preferred Shares nor the Conversion
Shares have been registered under the Securities Act of 1933, as amended (the
"Act"); accordingly, the certificates representing the Preferred Shares and the
Conversion Shares shall bear the following legend:
The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended ("Act"), and
may not be offered or sold except pursuant to (i) an effective
registration statement under the Act, (ii) to the extent applicable,
Rule 144 under the Act (or any similar rule under such Act relating to
the disposition of securities), or (iii) an opinion of counsel, if
such opinion shall be reasonably satisfactory to counsel to the
issuer, that an exemption from registration under such Act is
available.
If, at any time following the one-year anniversary of the Closing, Medcross/I-
Link proposes to register any of its securities under the Act (other than in
connection with a merger, pursuant to Form S-8, or pursuant to the SB-2
registration statement filed with the SEC on December 16, 1996) it will give
written notice by registered mail, at least thirty (30) days prior to the filing
of each such registration statement, to each of the MiBridge Shareholders of its
intention to do so. If any of the MiBridge Shareholders representing in excess
of fifty percent (50%) of the Conversion Shares notify Medcross/I-Link within
twenty (20) days after receipt of any such notice of their desire to include any
of the Conversion Shares in such proposed registration statement, Medcross/I-
Link shall afford all of the MiBridge Shareholders the opportunity to have any
of the Conversion Shares registered under such registration statement at the
expense of Medcross/I-Link, subject to customary underwriter's cutbacks and
lock-ups. Notwithstanding the foregoing, Medcross/I-Link shall have the right
at any time after it shall have given written notice pursuant to this Section 3
(irrespective of whether a written request for inclusion of any of the
Conversions Shares shall have been made) to elect not to file any such proposed
registration statement, or to withdraw the same after the filing but prior to
the effective date thereof.
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4. Representations, Warranties and Agreements of MiBridge and the
MiBridge Shareholders. MiBridge and the MiBridge Shareholders, jointly and
severally represent and warrant to and agree with Medcross/I-Link and Mergerco
with respect to the affairs of MiBridge that:
(a) MiBridge is duly organized and existing under the laws of the
State of New Jersey and is authorized and qualified to own and operate its
properties and assets and conduct its business as, and in all jurisdictions
where, such properties and assets are owned and operated and such business
conducted. MiBridge has duly filed any and all certificates and reports
required to be filed to date by the laws of New Jersey and the laws of any
other jurisdiction where it is required to be qualified and registered as a
foreign corporation.
(b) MiBridge has authorized 10,000,000 shares of common stock, no par
value, of which 6,00,000 shares are validly issued and outstanding to the
MiBridge Shareholders. There are no outstanding options, warrants, or other
rights to acquire any stock, ownership interest, or other securities of
MiBridge.
(c) Neither the XxXxxxxx Xxxxxxxxxxxx, XxXxxxxx nor its directors,
officers, fiduciaries, agents or employees, is in violation in any material
respect of any applicable law, rule, regulation or requirement of any
governmental authority in any way relating to MiBridge's business.
Consummation of the transactions contemplated hereby, and continuation by
Medcross/I-Link and Mergerco of MiBridge's business in the same manner as
heretofore conducted by it will be in compliance with all presently
applicable laws, rules, regulations and requirements of all governmental
authorities without the necessity for any license or permit or other action
or permission in the nature thereof, or any registration with, or consent
of, any governmental authority.
(d) Consummation of this transaction will not have any adverse effect
on approvals, licenses and/or permits previously granted MiBridge by any
federal, state or local regulatory authority empowered to regulate the
business of MiBridge, which are necessary for MiBridge to conduct its
business, nor will the consummation of this transaction cause any such
approvals, licenses and/or permits to become in any way invalid.
(e) MiBridge is not in default in any material respect under or in
violation of any provisions of its Articles of Incorporation or Bylaws and
neither the MiBridge Shareholders nor MiBridge is in default in any
material respect under or in violation of any restriction, lien,
encumbrance, indenture, contract, lease, sublease, loan agreement, note or
other obligation or liability relating to MiBridge's business to which any
of the MiBridge Shareholders or MiBridge is a party or by which any of the
MiBridge Shareholders or it is bound, or to which any of their or its
assets are subject. Neither the execution and delivery of this Agreement
nor consummation of the transactions contemplated hereby will conflict with
or result in a breach of or constitute a default under any provision of the
Articles of Incorporation or Bylaws of MiBridge or in any material respect
any restriction, lien, encumbrance, indenture, contract, lease, sublease,
loan agreement, note or other obligation or liability to which any of the
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MiBridge Shareholders or MiBridge is a party or by which any of them are
bound, or to which any of their or its assets are subject, or result in the
creation of any encumbrance upon said assets. No other party has any right
to acquire any ownership interest in or asset of MiBridge, nor does any
party have any rights to license, market or sell the products of MiBridge
except as set forth on Exhibit 4(e) attached hereto and made a part hereof.
(f) The financial statements for the fiscal year ended December 31,
1996, which are attached hereto as Exhibit 4(f) and made a part hereof, are
correct and complete in all material respects and fairly present the
financial condition of MiBridge at the dates described therein. The
financial statements have not been prepared according to generally accepted
accounting principles (GAAP).
(g) Other than those reflected in Exhibit 4(g), MiBridge does not have
any written or oral material obligation, liability, contract, agreement,
lease, sublease, commitment or understanding of any kind, nature or
description, fixed or contingent, due or to become due, existing or
inchoate. MiBridge has no tax liabilities.
(h) The accounts receivable of MiBridge shown on Exhibit 4(h) are
proper and to the best of MiBridge's knowledge collectible at the aggregate
recorded amounts thereof.
(i) MiBridge has good title to and possession of all its properties
and assets free and clear of all restrictions, liens, encumbrances, rights,
title and interests in others, except as set forth on Exhibit 4(i). No one
other than MiBridge has any right, title, interest, restriction, lien or
encumbrance in, on or to the businesses conducted by MiBridge.
(j) MiBridge owns no real property other than leasehold improvements.
All leasehold improvements, buildings, fixtures, and equipment owned or
used by MiBridge are in reasonably good and sound condition and are in all
material respects in compliance with all laws, rules, regulations and
requirements of governmental authorities, including, but not limited to
those dealing with the usage, storage and disposal of hazardous wastes.
There are no fuel storage tanks located on or around any real property
leased or used by MiBridge. MiBridge has never received any notification
from any local, state or federal authority of a violation of any rule, law
or ordinance dealing with the usage, storage and disposal of hazardous
wastes. MiBridge enjoys exclusive, peaceful and undisturbed possession
under all leases to which it is a party. All such leases are valid, freely
assignable and enforceable in accordance with their terms, and no party
thereto is in default thereunder. The Lease Agreements (hereafter
"Leases") attached hereto as Exhibit 4(j) are true and correct copies of
the Leases entered into by MiBridge for all of the premises occupied by
MiBridge, which Leases are presently in full force and effect, without
amendment.
(k) There are no suits or proceedings at law or in equity, or before
or by any governmental agency or arbitrator, pending, threatened,
anticipated or contemplated, which
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in any way affect MiBridge, and there are no unsatisfied or outstanding
judgments, orders, decrees or stipulations affecting the MiBridge
Shareholders, MiBridge or their assets or to which any of them is or may
become a party which in any way affect them. There are no claims against
the MiBridge Shareholders or MiBridge pending, threatened, anticipated, or
contemplated which, if valid, would constitute or result in a breach of any
representation, warranty or agreement set forth herein. For purposes of
this representation, no suits or proceedings shall be deemed to be pending,
no order or stop order shall be deemed to be issued, and no action shall be
deemed to be instituted unless, in each case, a director or executive
officer of MiBridge shall have received a copy of such proceeding, order,
stop order or action; and no action, suit or proceeding shall be deemed
threatened unless overtly threatened by a written communication.
(l) Since the date of the December 31, 1996 financial statement of
MiBridge, there has not been:
(i) any material adverse change in the properties, assets,
business, affairs or prospects of MiBridge nor, to the best of the
knowledge of MiBridge and the MiBridge Shareholders, are any such
changes threatened, anticipated, or contemplated;
(ii) any actual or threatened, anticipated, or contemplated
damage, destruction, loss, conversion, termination, cancellation,
default or taking by eminent domain or other action by governmental
authority which has affected or may hereafter affect the properties,
assets, business, affairs or prospects of MiBridge or;
(iii) any material and adverse dispute pending or threatened, of
any kind with any customer, supplier, source of financing, employee,
landlord, subtenant or licensee of MiBridge or any pending or
threatened, occurrence or situation of any kind, nature or description
which is reasonably likely to result in any reduction in the amount,
or any change in the terms or conditions, of business with any
substantial customer, supplier, or source of financing;
(iv) any pending or threatened, anticipated or contemplated
occurrence or situation of any kind, nature or description peculiar to
the business of MiBridge and materially and adversely affecting its
properties, assets, business, affairs or prospects; or
(v) any reduction of capital, redemption of stock or dividend
or distribution with respect to stock, by MiBridge.
(m) MiBridge's Board of Directors has authorized the execution,
delivery and performance of this Agreement. All present and previous
stockholders, directors and officers of MiBridge will at any time or from
time to time hereafter execute whatever minutes of
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meetings or other instruments and take whatever action Medcross/I-Link may
deem reasonably necessary or desirable to effect, perfect or confirm of
record or otherwise in Mergerco, full right, title and interest in and to
the business, properties and assets of MiBridge, or to carry out the intent
and purposes of the transactions contemplated hereby.
(n) The corporate record books of MiBridge are in good order,
complete, accurate, up to date, with all necessary signatures and set forth
all meetings and actions taken by the stockholders and directors, including
all actions set forth in all certificates of votes of stockholders or
directors furnished to anyone at any time. The copies of MiBridge's
Articles of Incorporation and Bylaws which have been delivered to
Medcross/I-Link are complete and correct.
(o) The stock transfer books and stock ledgers of MiBridge are in good
order, complete, accurate and up to date, and with all necessary
signatures, and set forth all stock and securities issued, transferred and
surrendered. No duplicate certificate has been issued at any time
heretofore. No transfer has been made without surrender of the proper
certificate duly endorsed. All certificates so surrendered have been duly
cancelled and are attached to the proper stubs with all necessary stock
powers attached thereto.
(p) Except as set forth on Exhibit 4(p) attached hereto, MiBridge owns
all copyrights, rights of reproduction, trademarks, trade names, trademark
applications, service marks, patent applications, patents, and patent
license rights, all whether registered or unregistered, U.S. or foreign,
inventions, franchises, discoveries, ideas, research, engineering, methods,
practices, processes, systems, formulae, designs, drawings, products,
projects, improvements, developments, know-how, and trade secrets which are
used in or necessary for the conduct of its business, without conflict or
infringement of any, and subject to no restriction, lien, encumbrance,
right, title or interest in others. All of the foregoing stand solely in
the name of MiBridge and not in the name of any stockholder, director,
officer, agent, partner or employee or anyone else known to the MiBridge
Shareholders, and none of the same have any right, title, interest,
restriction, lien or encumbrance therein, or thereon or thereto.
MiBridge's patents and patent applications are identified on Exhibit 4(p).
(q) Each of the MiBridge Shareholders is the owner, free and clear of
any claim, lien, charge, or encumbrance or restriction, of the number of
Shares of MiBridge stock to be sold by him/her pursuant to paragraph 1
above, and the MiBridge Shareholders collectively are the owners of all of
the issued and outstanding shares of common stock of MiBridge and each
MiBridge Shareholder now has and will have, at the Closing, full power and
authority and the legal right to deliver such shares to Medcross/I-Link and
Mergerco pursuant to this Agreement.
(r) MiBridge and the MiBridge Shareholders have not made any material
misstatement of fact or omitted to state any material fact necessary or
desirable to make complete, accurate and not misleading every
representation, warranty and agreement set forth herein.
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(s) Other than those listed on Exhibit 4(s), MiBridge has no written
contracts of employment with any of its shareholders, employees, agents, or
sales representatives; and it has no verbal contracts of employment which
cannot be terminated without default by MiBridge on thirty (30) days
notice. Copies of the employment agreements listed on Exhibit 4(s) are
attached as part of Exhibit 4(s).
(t) Except as set forth on Exhibit 4(t) attached hereto, MiBridge is
not a party to nor subject to any collective bargaining agreement, any
employee bonus plan, any deferred compensation plan, or any Pension or
profit-sharing or other type of retirement plan.
(u) MiBridge has filed all tax returns and reports and has paid all of
its tax liabilities, including sales and payroll taxes, both federal and in
all states and foreign countries where it does business; and it is not
presently the subject of any tax audit by any taxing authority. MiBridge
has paid or accrued on its books of account all taxes payable by it
(including penalties and interest) and the amounts reserved for taxes on
its latest financial statements attached hereto are sufficient for the
payment of all taxes due for sales and payroll and/or other activities
through the date of such financial statements. True and correct copies of
all state and federal tax returns filed since MiBridge's inception have
been provided as part of Exhibit 4(u).
(w) Each of the representations, warranties and agreements contained
in this Agreement, whether of MiBridge or any of the MiBridge Shareholders,
is true and correct in every material respect as of the date hereof.
Nahumi shall fully, and the remainder of the MiBridge Shareholders shall
proportionately to their ownership interest in MiBridge, exonerate and
indemnify Medcross/I-Link and Mergerco against all claims, suits,
obligations, liabilities, taxes and damages, including without limitation
of the foregoing, reasonable attorneys' and accounting fees, based upon,
arising out of or resulting from any breach of any of the representations,
warranties or agreements of the MiBridge Shareholders or MiBridge herein or
any Closing Certificate delivered pursuant hereto, provided that such
breach constitutes fraud or a known or wilful misrepresentation by
MiBridge or the MiBridge Shareholders, or material nonfulfillment of any of
its undertakings hereunder. The indemnification provided hereunder in the
aggregate shall be capped at and shall not exceed the sum of the total
consideration received by the MiBridge Shareholders pursuant to this
Agreement. In addition to all other legal remedies available to
Medcross/I-Link and/or Mergerco to enforce the indemnity provisions of this
Section, Medcross/I-Link shall be entitled to offset against amounts
payable under the Note any indemnification to which Medcross/I-Link is
entitled hereunder.
(x) MiBridge has no subsidiaries or investments in other companies,
corporations or business ventures.
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(y) Every representation, warranty and agreement of the MiBridge
Shareholders and MiBridge set forth in this Agreement, and any Closing
Certificate delivered pursuant hereto and every one of the rights and
remedies of Medcross/I-Link and Mergerco for any one or more breaches
hereof shall survive and not be deemed waived by the Closing, and shall be
effective regardless of any investigation that may have been made at any
time by or on behalf of Medcross/I-Link or Mergerco.
5. Representations, Warranties and Agreements of Medcross/I-Link and
Mergerco. Medcross/I-Link and Mergerco represent and warrant to and agree with
the MiBridge Shareholders that:
(a) Medcross/I-Link and Mergerco are duly organized and validly
existing under the laws of the States of, respectively, Florida and Utah,
and in good standing, and are authorized and qualified to own and operate
their properties and assets and conduct their business as, and in all
jurisdictions where, such properties and assets are owned and operated and
such business conducted. Medcross\I-Link and Mergerco have duly filed any
and all certificates and reports required to be filed to date by the laws
of Utah and the laws of any other jurisdiction where they are required to
be qualified and registered as foreign corporations.
(b) Medcross/I-Link and Mergerco have full right, power and authority
to execute, deliver and perform the terms of this Agreement. This
Agreement has been duly authorized by Medcross/I-Link and Mergerco, and
constitutes their binding obligation, enforceable in accordance with its
terms.
(c) Neither the execution and delivery of this Agreement nor
consummation of the transactions contemplated hereby will conflict with or
result in a breach of or constitute a default under any provision of
Medcross/I-Link's or Mergerco's Articles of Incorporation or Bylaws or any
indenture, loan agreement, or other material obligation or liability to
which either of them is a party or by which either of them is bound.
Neither Medcross/I-Link nor Mergerco is in default in any material respect
under or in violation of any provisions of its Articles of Incorporation or
Bylaws, nor is it in default in any material respect under or in violation
of any restriction, lien, encumbrance, indenture, contract, lease,
sublease, loan agreement, note or other obligation or liability relating to
its business to which it is a party or by which it is bound, or to which
any of its assets are subject.
(d) Neither Medcross/I-Link, Mergerco, nor their directors, officers,
fiduciaries, agents or employees, is in violation in any material respect
of any applicable law, rule, regulation or requirement of any governmental
authority in any way relating to the business of Medcross/I-Link or
Mergerco. Neither the execution and delivery of this Agreement nor
consummation of the transactions contemplated hereby will conflict with or
result in a breach of or constitute a default under any provision of the
Articles of Incorporation or Bylaws
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of Medcross/I-Link or Mergerco, or in any material respect any restriction,
lien, encumbrance, indenture, contract, lease, sublease, loan agreement,
note or other obligation or liability to which Medcross/I-Link or Mergerco
is a party or by which either is bound, or to which any of their assets are
subject, or result in the creation of any encumbrance upon said assets.
Consummation of the transactions contemplated hereby, and continuation by
Medcross/I-Link and Mergerco of MiBridge's business in the same manner as
heretofore conducted by it will be in compliance with all presently
applicable laws, rules, regulations and requirements of all governmental
authorities without the necessity for any license or permit or other action
or permission in the nature thereof, or any registration with, or consent
of, any governmental authority.
(e) Consummation of this transaction will not have any adverse effect
on approvals, licenses and/or permits previously granted Medcross/I-Link by
any federal, state or local regulatory authority empowered to regulate the
business of Medcross/I-Link, which are necessary for Medcross/I-Link to
conduct its business, nor will the consummation of this transaction cause
any such approvals, licenses and/or permits to become in any way invalid.
(f) The financial statements for the fiscal year ended December 31,
1996, and for the quarter ended March 31, 1997, which are included in the
most recent reports on Forms 10-K and 10-Q filed by Medcross/I-Link with
the U.S. Securities and Exchange Commission, are correct and complete in
all material respects and fairly present the financial condition of
Medcross/I-Link at the dates described therein.
(g) Medcross/I-Link has good title to and possession of all such
known properties and assets free and clear of all restrictions, liens,
encumbrances, rights, title and interests in others, except for the
security interest in the shares of its wholly-owned subsidiaries which have
been pledged as security to Winter Harbor, L.L.C. in connection with the
loan from Winter Harbor, L.L.C. to Medcross/I-Link. Other than as set
forth on such, no one other than Medcross/I-Link has any right, title,
interest, restriction, lien or encumbrance in, on or to the businesses
conducted by Medcross/I-Link.
(h) All leasehold improvements, buildings, fixtures, and equipment
owned or used by Medcross/I-Link are in all material respects in compliance
with all laws, rules, regulations and requirements of governmental
authorities, including, but not limited to those dealing with the usage,
storage and disposal of hazardous wastes. There are no fuel storage tanks
located on or around any real property leased or used by Medcross/I-Link.
Medcross/I-Link has never received any notification from any local, state
or federal authority of a violation of any rule, law or ordinance dealing
with the usage, storage and disposal of hazardous wastes.
(i) There are no suits or proceedings at law or in equity, or before
or by any governmental agency or arbitrator, pending, threatened,
anticipated or contemplated, which in any way affect Medcross/I-Link or
Mergerco, and there are no unsatisfied or outstanding judgments, orders,
decrees or stipulations affecting Medcross/I-Link or Mergerco or their
11
assets or to which they may become a party which in any way affect them or
their assets. There are no claims against Medcross/I-Link or Mergerco
pending, threatened, anticipated, or contemplated which, if valid, would
constitute or result in a breach of any representation, warranty or
agreement set forth herein. For purposes of this representation, no suits
or proceedings shall be deemed to be pending, no order or stop order shall
be deemed to be issued, and no action shall be deemed to be instituted
unless, in each case, a director or executive officer of Medcross/I-Link or
Mergerco shall have received a copy of such proceeding, order, stop order
or action; and no action, suit or proceeding shall be deemed threatened
unless overtly threatened by a written communication.
(j) Except for the debt financings from Winter Harbor, LLC, and the
underlying cash flow issues heretofore disclosed to Nahumi, since the date
of the March 31, 1997 financial statement of Medcross/I-Link, there has not
been:
(i) any material adverse change in the properties, assets,
business, affairs or prospects of Medcross/I-Link nor, to the best of
its knowledge, are any such changes threatened, anticipated, or
contemplated;
(ii) any actual or threatened, anticipated, or contemplated
damage, destruction, loss, conversion, termination, cancellation,
default or taking by eminent domain or other action by governmental
authority which has affected or may hereafter affect the properties,
assets, business, affairs or prospects of Medcross/I-Link or;
(iii) any material and adverse dispute pending or threatened,
of any kind with any customer, supplier, source of financing,
employee, landlord, subtenant or licensee of Medcross/I-Link or any
pending or threatened, occurrence or situation of any kind, nature or
description which is reasonably likely to result in any reduction in
the amount, or any change in the terms or conditions, of business with
any substantial customer, supplier, or source of financing;
(iv) any pending or threatened, anticipated or contemplated
occurrence or situation of any kind, nature or description peculiar to
the business of Medcross/I-Link and materially and adversely affecting
its properties, assets, business, affairs or prospects; or
(v) any reduction of capital, redemption of stock or dividend
(other than the normal accrual of dividend on its Class C Preferred
Shares) or distribution with respect to stock, by Medcross/I-Link.
(k) Medcross/I-Link's and Mergerco's Boards of Directors have
authorized the execution, delivery and performance of this Agreement.
(l) Medcross/I-Link owns all copyrights, rights of reproduction,
trademarks, trade
12
names, trademark applications, service marks, patent applications, patents,
and patent license rights, all whether registered or unregistered, U.S. or
foreign, inventions, franchises, discoveries, ideas, research, engineering,
methods, practices, processes, systems, formulae, designs, drawings,
products, projects, improvements, developments, know-how, and trade secrets
which are used in or necessary for the conduct of its business, without
conflict or infringement of any, and subject to no restriction, lien,
encumbrance, right, title or interest in others. All of the foregoing stand
solely in the name of Medcross/I-Link (or its wholly-owned subsidiaries)
and not in the name of any stockholder, director, officer, agent, partner
or employee or anyone else known to Medcross/I-Link, and none of the same
have any right, title, interest, restriction, lien or encumbrance therein,
or thereon or thereto. Medcross/I-Link's patents and patent applications
are identified in its filings heretofore made with the U.S. Securities and
Exchange Commission.
(m) Except as set forth on Exhibit 5(m) attached hereto, Medcross/I-
Link and Mergerco have filed all tax returns and reports and have paid all
of their tax liabilities, including sales and payroll taxes, both federal
and in all states and foreign countries where they do business; and they
are not presently the subject of any tax audit by any taxing authority.
Medcross/I-Link and Mergerco have paid or accrued on their books of account
all taxes payable by them (including penalties and interest) and the
amounts reserved for taxes on the latest financial statements attached
hereto are sufficient for the payment of all taxes due for sales and
payroll and/or other activities through the date of such financial
statements.
(n) Each of the representations, warranties and agreements contained
in this Agreement is true and correct in every respect as of the date
hereof. Medcross/I-Link will exonerate and indemnify MiBridge and the
MiBridge Shareholders against all claims, suits, obligations, liabilities,
taxes and damages, including without limitation of the foregoing,
reasonable attorneys' and accounting fees, based upon, arising out of or
resulting from any breach of any of the representations, warranties or
agreements of Medcross/I-Link and/or Mergerco herein or any Closing
Certificate delivered pursuant hereto, provided that such breach
constitutes fraud or a misrepresentation that was either known or should
have been known at the time it was made through the exercise of reasonable
diligence by Medcross/I-Link and/or Mergerco, or nonfulfillment of any of
their undertakings hereunder. The indemnification provided hereunder shall
be capped at and shall not exceed the value of the MiBridge shares acquired
pursuant to the terms of this Agreement.
(o) Every representation, warranty and agreement of Medcross/I-Link
and Mergerco set forth in this Agreement, and any Closing Certificate
delivered pursuant hereto and every one of the rights and remedies of the
MiBridge Shareholders for any one or more breaches hereof shall survive and
not be deemed waived by the Closing, and shall be effective regardless of
any investigation that may have been made at any time by or on behalf of
MiBridge or the MiBridge Shareholders.
(p) The information concerning Medcross/I-Link heretofore furnished
to the
13
MiBridge Shareholders, including all filings made by Medcross/I-Link with
the U.S. Securities and Exchange Commission, does not include any material
misstatement or fact, nor does it omit to state any material fact necessary
to make such information not misleading.
6. The Closing. The closing of the transaction contemplated hereunder
shall take place at the offices of Medcross/I-Link in Salt Lake City, Utah, not
later than August 31, 1997, at such time or place as shall be fixed by the
mutual consent of the parties. Said date of conveyance is herein called the
"Closing". At the Closing (i) the MiBridge Shareholders shall deliver to
Medcross/I-Link certificates evidencing not less than 100% of the issued and
outstanding shares of MiBridge, in each case duly endorsed for transfer in blank
or accompanied by a blank stock power or with such other endorsements or
instruments of transfer as Medcross/I-Link may reasonably request, together with
the Closing Certificate and other documents and matters referred to in
subparagraphs (ii), (iii), (iv), (vii), (ix), (x), and (xi) of subparagraph
8(a) below; (ii) Medcross/I-Link shall deliver to the MiBridge Shareholders the
Preferred Shares, the Note, and the employment agreement described in Section 2,
Medcross/I-Link shall deliver to Xxxx Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxx, as escrow
agent to hold pursuant to the security interests granted herein, a certificate
representing not less than 100% of the issued and outstanding shares of Mergerco
duly endorsed for transfer in blank or accompanied by a blank stock power or
with such other endorsements or instruments of transfer as the MiBridge
Shareholders may reasonably request, and the Closing Certificate referred to in
subparagraph 8(b) below; and (iii) the parties shall execute such certificate(s)
and other instruments as shall be required pursuant to the laws of the State of
Utah and New Jersey to effect the Merger of MiBridge with and into Mergerco, and
change of the name of Mergerco to "MiBridge, Inc."
7. Actions Prior to Closing. Prior to the Closing, and except as may be
first approved in writing by Medcross/I-Link, or as otherwise permitted or
contemplated by this Agreement, (i) the business of MiBridge shall be conducted
only in the usual and ordinary course without the creation of indebtedness for
money borrowed, except in the ordinary course of business, (ii) no change shall
be made in the Articles of Incorporation or Bylaws of MiBridge, (iii) no shares
of stock of MiBridge or its Affiliates shall be authorized for issuance or
issued or delivered from treasury and no agreement for such issuance or delivery
thereof shall be entered into, (iv) no dividend or other distribution in respect
of and no redemption of any shares of stock of any class of MiBridge or its
Affiliates shall be made by MiBridge, (v) other than disclosed on Exhibit 4(t)
no increases shall be made in the compensation (including any commissions or
bonuses) payable or to become payable by MiBridge or its Affiliates to any
employee, (vi) no contract or commitment shall be entered into by or on behalf
of MiBridge or its Affiliates except in the ordinary course of business, (vii)
MiBridge will continue in effect its existing insurance coverage on all its
properties, assets, business and personnel, (viii) no general increases shall be
made in wages or benefits of any group of employees as a result of collective
bargaining or otherwise and (ix) MiBridge will not subject any of its property
or assets to any material lien, claim, charge, option or encumbrance nor will it
do or omit to do any act which will cause a material breach in any contract,
agreement, lease, commitment or obligation to which it is a party or by which it
is bound.
14
MiBridge and the MiBridge Shareholders shall also provide Medcross/I-Link
with information, including financial information for the period from MiBridge's
inception through the Closing, in form reasonably acceptable to Medcross/I-Link,
and shall fully cooperate with Medcross/I-Link's auditors and legal counsel, in
order to enable Medcross/I-Link to prepare and make all necessary state and
federal filings. MiBridge and the MiBridge Shareholders shall afford to the
officers, directors, and/or the authorized representatives of Medcross/I-Link
free access to their facilities, properties and records in order that
Medcross/I-Link may have the full opportunity to undertake such reasonable due
diligence as Medcross/I-Link shall deem prudent in confirming the
representations and warranties of MiBridge and in preparing said filing
materials.
8. Conditions of Medcross/I-Link and the MiBridge Shareholders' Performance.
(a) The obligation of Medcross/I-Link and Mergerco to consummate this
Agreement is subject to the satisfaction at the Closing, or waiver by
Medcross/I-Link in writing, of each of the following conditions:
(i) All proceedings taken in connection with the transactions
contemplated herein and all instruments and documents required in
connection therewith or incident thereto shall be satisfactory in form
to Hardy & Xxxxx, legal counsel for Medcross/I-Link.
(ii) Except as to any representation or warranty (A) which
specifically relates to an earlier date or (B) where the breach of the
representation or warranty would not, either individually or in the
aggregate, constitute a material adverse effect with respect to
Medcross/I-Link, the representations and warranties of MiBridge and
the MiBridge Shareholders contained in this Agreement or in any
Closing Certificate or other document delivered to Medcross/I-Link
pursuant hereto shall be deemed to have been made again at the Closing
and shall then be true in all material respects; the MiBridge
Shareholders and MiBridge shall have performed and complied with all
agreements and conditions required by this Agreement to be performed
or complied with by them prior to or at the Closing; the MiBridge
Shareholders and MiBridge shall not be in default under any of the
provisions of this Agreement; and Medcross/I-Link shall have been
furnished with Closing Certificates of the MiBridge Shareholders dated
the Closing date, certifying to the fulfillment of the foregoing
conditions and the due performance of such covenants and agreements
and further certifying that neither MiBridge or the MiBridge
Shareholders are a party to any litigation or has knowledge of any
claim, brought or threatened, seeking to recover damages or to prevent
MiBridge or the MiBridge Shareholders from continuing to use
MiBridge's assets or to conduct its business in the manner as the same
were used or conducted prior thereto, and which litigation or claim is
likely to result in any judgment, order, decree or settlement which
will materially and adversely affect the financial condition or
business of MiBridge;
15
(iii) Medcross/I-Link shall have received a copy of a consent
resolution executed by all of the directors of MiBridge approving this
Plan and Agreement of Merger;
(iv) Owners of not less than 100% of the issued and outstanding
shares of MiBridge shall have executed this Agreement;
(v) At the Closing date, no governmental agency or body, or
other person or entity, shall have instituted or threatened any action
to restrain or prohibit any of the transactions contemplated by this
Agreement;
(vi) Nahumi shall have entered into the Employment Agreement in
substantially the same form as set forth in the attached Exhibit 2(e);
(vii) The business of MiBridge as a going concern shall not have
been adversely affected in any material way as the result of any Act
of God, fire, flood, explosion, war, labor disturbance or other
casualty or any other occurrence;
(viii) Medcross/I-Link shall have received, with respect to all
material contracts, agreements and licenses of MiBridge, written
confirmation reasonably satisfactory to Medcross/I-Link that no such
contract, agreement or license shall be in default by virtue of any
deemed assignment from MiBridge to Mergerco by operation of law
pursuant to the Merger.
(ix) Medcross/I-Link shall have received from legal counsel to
MiBridge and the MiBridge Shareholders the opinion in the form
attached hereto as Exhibit 8(a)(ix).
(x) Winter Harbor, L.L.C., shall have given its written
consent to this Agreement and the transaction contemplated herein.
(b) The obligation of the MiBridge Shareholders to consummate this
Agreement is subject to the satisfaction at the Closing, or waiver by the
MiBridge Shareholders in writing, of each of the following conditions:
(i) All proceedings taken in connection with the transactions
contemplated herein and all instruments and documents required in
connection therewith or incident thereto shall be satisfactory in form
to Xxxx Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxx, legal counsel for the
MiBridge Shareholders.
(ii) The MiBridge Shareholders shall have received a copy of
consent resolutions executed by all of the directors of Medcross/I-
Link and Mergerco approving this Plan and Agreement of Merger;
16
(iii) Except as to any representation or warranty (A) which
specifically relates to an earlier date or (B) where the breach of the
representation or warranty would not, either individually or in the
aggregate, constitute a material adverse effect with respect to
Medcross/I-Link or to MiBridge or the MiBridge Shareholders, the
representations and warranties of Medcross/I-Link and Mergerco
contained in this Agreement or in any Closing Certificate or other
document delivered to the MiBridge Shareholders pursuant hereto shall
be deemed to have been made again at the Closing and shall then be
true in all material respects;
(iv) Medcross/I-Link and Mergerco shall have performed and
complied with all agreements and conditions required by this Agreement
to be performed or complied with by it prior to or at the Closing;
(v) The MiBridge Shareholders shall have been furnished with a
Closing Certificate of appropriate officers of Medcross/I-Link and
Mergerco dated as of the Closing date, certifying to the fulfillment
of the foregoing conditions; and
(vi) At the Closing date, no governmental agency or body, or
other person or entity, shall have instituted or threatened any action
to restrain or prohibit any of the transactions contemplated by this
Agreement;
(vii) The business of Medcross/I-Link as a going concern shall
not have been adversely affected in any material way as the result of
any Act of God, fire, flood, explosion, war, labor disturbance or
other casualty or any other occurrence;
(viii) The MiBridge Shareholders shall have received from Hardy
& Xxxxx, legal counsel to Medcross/I-Link and Mergerco, the opinion in
the form attached hereto as Exhibit 8(b)(viii).
(ix) Winter Harbor, L.L.C., shall have given its written
consent to this Agreement and the transaction contemplated herein.
9. Non-Competition and Non-Disclosure Covenants. Each of the MiBridge
Shareholders and MiBridge agrees not to disclose to any person or entity,
without the prior written consent of Medcross/I-Link, (i) any of the terms of
this Agreement, or (ii) any proprietary or confidential information of MiBridge
at any time hereafter.
10. Termination and Amendment.
(a) This Agreement may be terminated by any party upon written notice
if the Closing referred to in Section 6 hereof shall not have occurred on
or prior to August 31, 1997.
17
(b) This Agreement may be terminated by any party at any time prior
to the time fixed for Closing in paragraph 6 hereof upon written notice to
the other parties:
(i) If, subject to the provisions of Sections 8(a)(ii)(B) and
8(b)(ii)(B) hereof, the representations, warranties and agreements or
conditions of this Agreement to be complied with or performed by
MiBridge or the MiBridge Shareholders (in the case of Medcross/I-Link)
or Medcross/I-Link (in the case of the MiBridge Shareholders) on or
before the Closing shall not have then been complied with or performed
in some material respect and such material noncompliance or
nonperformance shall not have been waived by the party giving notice
of termination or shall not have been cured by the defaulting party,
or cure thereof commenced and diligently prosecuted thereafter by such
party within 10 days after written notice of such material
noncompliance or nonperformance is given by the non-defaulting party;
(ii) If any governmental action is commenced to prevent the
consummation of the transactions contemplated hereby; or
(iii) By mutual consent of the parties.
(c) Any representations, warranties, agreements or conditions of this
Agreement may be waived at any time by the party entitled to the benefit
thereof by action taken and evidenced by a written waiver executed by any
such party.
11. Commissions and Fees. Each of the parties hereto represents and
warrants that it has dealt with no broker or finder in connection with any of
the transactions contemplated by this Agreement. In the event that any finder's
fee or broker's commission shall become payable by any party hereto as a result
of such party's misrepresentation or breach of warranty such fee and commission
shall be the sole and exclusive responsibility and liability of such party with
no right of contribution by any other party. In the event that any finder's fee
or broker's commission shall become payable by any party, other than as set
forth herein, as a result of such party's misrepresentation or breach of
warranty, the breaching party shall indemnify, defend and hold all other parties
harmless in respect of all claims, losses, expenses and obligations (including
reasonable attorney's fees) to the extent that the same arise or result from
such finder's fee or broker's commission. Each of the parties hereto will bear
its own legal fees in connection with the transactions contemplated by this
Agreement.
12. Tax-Free Reorganization. It is the intent of the parties that the
transaction contemplated by this Agreement qualify as a tax-free reorganization
under Sections 368(a)(2)(D) and 368(a)(1)(A) of the Internal Revenue Code;
however, other than the representations and warranties
18
made in this Section 12, no representation or warranty is made by any party with
respect to the tax treatment of the transaction, nor shall the ultimate tax
treatment of the transaction with respect to any party operate as a condition to
Closing or have any effect on this Agreement or the parties' rights, duties and
obligations hereunder. The parties represent that they have been advised by
their own professional tax and legal advisors with respect to the tax
implications of this Agreement and the transaction contemplated hereunder.
Nahumi represents and warrants to Medcross/I-Link and Mergerco as follows:
(a) Since the inception of MiBridge (March 18, 1996), there have been
no distributions of cash or property from MiBridge to or on behalf of their
respective shareholders; there have been no other transfers of property
from MiBridge to or on behalf of their respective shareholders for less
than fair market value; and there have been no transfers of property
directly or indirectly from the shareholders of MiBridge to or on behalf of
MiBridge for a value in excess of fair market value.
(b) He has owned in excess of eighty percent (80%) of the common stock
of MiBridge since the incorporation of MiBridge on March 13, 1996.
(c) He has no plan or intention to sell, transfer, or otherwise
dispose of for tax purposes shares of the Series D Preferred Stock of
Medcross issued to me pursuant to the Merger Agreement (or any common
shares of Medcross into which such stock is convertible) so as to reduce
his ownership of such stock to a number of shares having a value, as of the
closing date of the Merger, of less than 50 percent of the value of all the
MiBridge stock as of the closing date of the Merger for at least five years
following such closing date.
13. Miscellaneous.
(a) Severability. If any term or provision of this Agreement
including the exhibits hereto or the application thereof to any person,
property or circumstances shall to any extent be invalid or unenforceable,
the remainder of this Agreement including the exhibits or the application
of such term or provision to persons, property or circumstances other than
those as to which it is invalid and unenforceable shall not be affected
thereby, and each term and provision of this Agreement and the exhibits
shall be valid and enforced to the fullest extent permitted by law.
(b) Notices. Any notices hereunder shall be deemed given, and any
instrument delivered, upon mailing by registered or certified mail, postage
prepaid, or upon sending of such notice by straight telegram, telegraphic
charges prepaid as follows:
19
If to the MiBridge or the MiBridge Shareholders:
c/o Xxxx Xxxxxx
0 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxx Xxxxxx 00000
If to Medcross/I-Link or Mergerco:
Medcross, Inc.
Attn: Xxxx X. Xxxxx, Xx., CFO
00000 Xxxxx Xxxxxxxxx Xxxx Xx., Xxxxx 000
Xxxxxx, XX 00000
With copy to: Xxxxx X. Xxxxx
Hardy & Xxxxx
00 Xxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxx Xxxx, XX 00000
except that any of the foregoing may from time to time by written notice to
the others designate another address which shall thereupon become its
effective address for the purposes of this paragraph.
(c) Entire Agreement and Amendments. This Agreement including the
exhibits referred to herein which are a part hereof, contains the entire
understanding of the parties hereto with respect to the subject matter
contained herein and may be amended only by a written instrument executed
by the MiBridge Shareholders and Medcross/I-Link or their respective
successors or assigns. There are no restrictions, promises, warranties,
covenants, or undertakings other than those expressly set forth herein. The
paragraph headings and table of contents contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
(d) Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.
(e) Parties in Interest. This Agreement shall inure to the benefit of
and be binding upon the MiBridge Shareholders and Medcross/I-Link and their
respective successors, heirs and assigns.
(f) Applicable Law and Choice of Forum. This Agreement shall be
governed by the laws of the State of Utah.
20
IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective on the date first above written.
MEDCROSS, INC. I-LINK MERGERCO, INC.
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxxx
-------------------------------- -------------------------------------
Xxxx X. Xxxxxxx, President Xxxx X. Xxxxxxx, President
MIBRIDGE, INC.
By: /s/ Xxxx Xxxxxx
-------------------------------------
Xxxx Xxxxxx, President
MIBRIDGE SHAREHOLDERS:
/s/ Xxxx Xxxxxx /s/ Xxx Xxxx
-------------------------------- -------------------------------------
XXXX XXXXXX XXX XXXX
/s/ Xxxx Xxxxxxx /s/ Xxxxx Xxxxxxxxx
-------------------------------- -------------------------------------
XXXX XXXXXXX XXXXX XXXXXXXXX
21
