STOCK ACQUISITION AGREEMENT
THIS STOCK ACQUISITION AGREEMENT is entered into as of January 2, 1997,
among POWERTRADER SOFTWARE INC., a corporation incorporated pursuant to the
laws of the Province of British Columbia ("PSI"), POWERTRADER, INC., a Delaware
corporation ("PowerTrader"), and those persons listed on Exhibit A hereto
(collectively, the "Shareholders").
WHEREAS, the Shareholders are the record and beneficial owners of all
of the outstanding shares of Class A common stock and Class B common stock of
PSI (the "PSI Shares"); and
WHEREAS, PSI has a current liability to certain subscribers of its
shares (the "Subscribers") to issue shares of Class A common stock (the
"Subscription Liability"); and
WHEREAS, PSI has another liability to certain of its agents (the
"Agents") to grant options to purchase certain amounts of shares of Class A
common stock of PSI (the "Option Liability"); and
WHEREAS, the parties desire that the Shareholders exchange with
PowerTrader, the PSI Shares for an equal number of shares of the common stock of
Powertrader, par value $0.01 per share ("PowerTrader Common Stock"), PSI assign
its Subscription Liability and Option Liability to PowerTrader and PowerTrader
accept the foregoing assignment and assume and agree to discharge the
Subscription Liability and Option Liability.
THEREFORE, in consideration of the mutual covenants and undertakings
contained, and on the terms and subject to the conditions set forth herein, the
parties agree:
ARTICLE I: EXCHANGE OF SHARES; CLOSING
1.1. Exchange of Shares. On the terms and subject to the conditions set
forth in this Agreement and at the consummation of the transactions contemplated
therein ("Closing"), PowerTrader shall acquire from the Shareholders the PSI
Shares, and in exchange, PowerTrader shall issue to each Shareholder one share
of PowerTrader Common Stock for each share of Class A or Class B common stock of
PSI owned of record by such Shareholder.
1.2. Issue of Certificates. At the Closing, each Shareholder will
deliver stock certificates representing all of the PSI Shares owned by each
Shareholder, endorsed in blank or accompanied by a duly executed assignment
document. Simultaneously, PowerTrader shall issue and deliver to each
Shareholder, certificates representing the number of shares of PowerTrader
Common Stock to which each Shareholder is entitled pursuant to Section 1.1.
1.3. Fractional Shares. No fractional shares of PowerTrader Common
Stock shall be issued in the Exchange. In the event that the number of shares to
be issued to each Shareholder in accordance with Section 1.1 hereof does not
represent a whole number of shares of PowerTrader Common Stock, such number of
shares of PowerTrader Common Stock shall be rounded up or down to the nearest
whole number of shares.
1.4. Closing.
(a) Closing Date. The Closing shall take place at the offices of PSI,
#▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, on January
2nd, 1997, or such other date as may be mutually agreed upon by the
parties. ("Closing Date").
(b) Delivery. On the Closing Date, PowerTrader and the Shareholders
shall each deliver to the other such documents as are required under
Section 1.1 and Article IV.
ARTICLE II: REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS
Shareholders, severally and not jointly, represent and warrant to
PowerTrader:
2.1. Authorization of Transaction. Each Shareholder has full legal
capacity, power and authority to execute and deliver this Agreement and to
perform his obligations hereunder. This Agreement constitutes the valid and
legally binding obligation of each Shareholder, enforceable in accordance with
its terms and conditions.
2.2. Shares. Each Shareholder has not granted any options with respect
to the PSI Shares and is the sole beneficial and record owner of the PSI Shares
represented by those certificates to be delivered at Closing, free and clear of
any and all adverse claims or liens.
2.3. No Conflict. The execution, delivery and performance of this
Agreement by the Shareholders will not result in a violation or breach of any
term or provision of, or constitute a default or accelerate the performance
required under, any indenture, mortgage, deed of trust, contract or agreement to
which either Shareholder is a party or by which each Shareholder or each
Shareholder's assets are bound, or violate any order, writ injunction or decree
of any court, administrative agency or governmental body.
2.4. Tax Considerations. Each Shareholder has sought legal advice
concerning the tax considerations of the transactions contemplated herein.
ARTICLE III: REPRESENTATION AND WARRANTY OF PSI
PSI represents and warrants to PowerTrader and the Shareholders:
3.1 Organization. PSI is a corporation duly organized, validly existing
and in good standing under the laws of the Province of British Columbia, Canada.
ARTICLE IV: REPRESENTATION AND WARRANTY OF POWERTRADER
PowerTrader represents and warrants to PSI and the Shareholders:
4.1 Organization. PowerTrader is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.
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ARTICLE V: POST-CLOSING COVENANTS AND AGREEMENTS
5.1. General. In case at any time after the Closing any further action
is necessary or desirable to carry out the purposes of this Agreement, the
parties will take such further action (including the execution and delivery of
such further instruments and documents) as any other party to this Agreement
reasonably may request, all at the sole cost and expense of the requesting
party.
5.2. PowerTrader's Actions. PowerTrader covenants and agrees that
PowerTrader:
(a) accepts the assignment of the Subscription Liability and Option
Liability from PSI and hereby assumes and agrees to discharge all of
the obligations, liabilities, covenants, conditions and restrictions to
be done, kept or performed by or imposed upon PSI with respect to the
Subscription Liability and the Option Liability.
(b) in connection with the Subscription Liability, shall issue to the
Subscribers that number of shares of PowerTrader Common Stock having a
value equal to the number PSI Shares each Subscriber had agreed to
purchase pursuant to a certain subscription agreement between PSI and
each Subscriber.
(c) in connection with the Option Liability, shall enter into an option
agreement with each Agent whereby PowerTrader shall issue an option for
a number of shares of PowerTrader Common Stock equal to the number of
shares of PSI common stock originally contemplated by the parties and
for an exercise price expressed in dollars of the United States but of
equal value to the exercise price originally contemplated by the
parties.
ARTICLE VI: CONDITIONS TO THE EXCHANGE
6.1. Conditions to Obligation of PowerTrader to Complete the Closing.
The obligation of PowerTrader to consummate the Closing shall be subject to the
satisfaction of or waiver by PowerTrader at or prior to the completion of the
Closing of each of the following conditions:
(a) Each of the representations and warranties of the Shareholders
shall be true, and each of the covenants and agreements of the
Shareholders shall have been duly performed.
(b) The Shareholders shall have delivered the stock certificates
representing the PSI Shares, duly endorsed for transfer to PowerTrader
and shall have taken any other actions necessary or required in
connection with consummation of the transactions contemplated hereby
and any documents required to effect the transactions contemplated
hereby will be reasonably satisfactory in form and substance to
PowerTrader.
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(c) The transfer of the PSI Shares by the Shareholders shall have been
duly authorized and approved by all requisite action including
corporate resolutions by the Directors of PSI.
(d) Upon surrender of the certificates which represent the PSI Shares,
PSI shall transfer such shares on its stock ledger into the name of
PowerTrader and shall issue new certificates in the name of PowerTrader
representing the PSI Shares.
(e) There shall not have been issued and be in effect any order, decree
or judgment of any court or tribunal which makes the consummation of
the Closing illegal.
ARTICLE VII: MISCELLANEOUS
7.1. Entire Agreement. Except as otherwise expressly contemplated
herein, this Agreement: (a) constitutes the entire agreement, and supersedes all
prior agreements and understandings, both written and oral, between the parties,
with respect to the subject matter hereof, and (b) is not intended to confer
upon any other persons any rights or remedies hereunder.
7.2. Counterparts. This Agreement and any amendments hereto may be
executed in one or more counterparts, each of which shall be deemed to be an
original, but all of which shall be considered one and the same instrument.
7.3. Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Delaware.
7.4. Illegality. In case any provision in this Agreement shall be
invalid illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
7.5. Third-Party Beneficiaries. Nothing in this Agreement shall be
construed as giving any person, firm, corporation or other entity, other than
the parties hereto and their successors, any right, remedy or claim under or in
respect of this Agreement or any provision hereof.
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IN WITNESS WHEREOF, this Agreement has been signed on behalf of each of
the parties hereto as of the date first above written.
POWER TRADER, INC. MONTROSE LTD.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
By: ▇▇▇▇ ▇▇▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇▇▇▇▇
POWER TRADER SOFTWARE INC. LOTUS DEVELOPMENT CORP.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By: ▇▇▇▇ ▇▇▇▇▇▇▇ By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
ROZEL INTERNATIONAL HLDS LTD. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇ By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
ZALUCCI ENTERPRISES LTD. 458468 BC LTD.
/s/ Xenius Xenopoulos /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
By: Xenius Xenopoulos By: ▇▇▇▇ ▇▇▇▇▇▇▇
BRYN INVESTMENTS LTD. CHARTWELL INTERNATIONAL INC.
/s/ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
By: ▇. ▇▇▇▇▇ By: ▇▇▇▇ ▇▇▇▇▇▇▇▇
STRATEGIC LINES ASSET MANAGEMENT ▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ Lines /s/ ▇▇▇ ▇▇▇▇▇▇▇
By: ▇▇▇▇▇ Lines By: ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ HOLDINGS LTD. ▇▇. ▇▇▇▇▇▇▇ REQUNA
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ Requna
By: ▇▇▇▇▇ ▇▇▇▇▇▇ By: ▇▇▇▇▇▇▇ Requna
▇▇▇▇▇ PARTNERSHIP VELMASIC ENTERPRISES LTD.
/s/ ▇▇▇▇ ▇▇▇▇▇ /s/ W. Kussof
By: ▇▇▇▇ ▇▇▇▇▇ By: W. Kussof
533202 BC LTD.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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EXHIBIT A
SHAREHOLDERS OF POWERTRADER SOFTWARE INC.
458468 B.C. Ltd.
533202 B.C. Ltd.
▇▇▇▇▇▇▇▇ Holdings Ltd.
Bryn Investments Ltd.
Chartwell International Ltd.
▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Lotus Development Corp.
Montrose Ltd.
▇▇▇▇▇ Partnership
▇▇▇▇▇▇▇ Requna
Rozel International Holdings
Strategic Lines Asset Management
Velmasic Enterprises Ltd.
Zalucci Enterprises Limited
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