Exhibit 2.3
ASSET PURCHASE AGREEMENT
iExalt, Inc., 12000 Aerospace Avenue Suite 110, Houston, Texas 77034, herein
called; "Buyer," and Mr. Barry Wineroth, trustee for the Showcase Financial
Services, Inc. Profit Sharing Plan, 176 Donald Drive. Chico, California 95996,
"Seller," and Global Christian Network, Inc., a Nevada corporation ("GCN"),
hereby agree as follows:
WHEREAS, Seller holds two notes from Global Christian Network, (GCN), a Nevada
corporation, attached hereto as Exhibits A & B and;
WHEREAS, Buyer has entered into an Agreement to purchase GCN in a stock for
stock transaction and;
WHEREAS, the Buyer and the Seller have agreed that it is in the best interest of
the Buyer, Seller and GCN to convert the amounts owed by GCN to equity from debt
prior to the close of the acquisition of GCN by the Buyer,
WHEREAS, GCN has entered into a Stock Purchase Agreement and Plan of
Reorganization with Buyer,
THEREFORE, the Buyer and Seller agree as follows:
ARTICLE 1: PURCHASE AND SALE OF ASSETS
1.01. Assets Being Purchased. Seller shall sell to Buyer and Buyer shall
purchase from Seller on the terms specified in this agreement all the rights,
interests and debt described more particularly in the two notes attached hereto
as Exhibits A & B, herein called "Assets," including but without limitation:
(a) All rights, title and interest to that Note between GCN and Seller Dated
April 1, 2000, including principal and interest due thereon, See Exhibit A, in
the face amount of $100,000.00.
(b) All right title, and interest in that note between GCN and the seller dated
November 17, 1999, including principal and interest due thereon, See Exhibit B,
in the face amount of $100,000.00
1.02. Purchase Price. Buyer shall pay to Seller the amount of $273,104.17 in
iExalt common stock. The amount of stock to be issued upon the execution of the
Plan of Reorganization and other related GCN documents to affect the Stock
Purchase of GCN ("GCN Closing") will be 500,000 shares (Initial Shares) of
restricted stock (under rule 144). Furthermore, on the Anniversary date of the
GCN Closing, Buyer shall issue, or cause to be issued additional restricted
iExalt stock equal to $273,104.17, less the value of the Initial Shares, or
Buyer shall pay in cash the difference, at its sole discretion. The value of the
computation of additional iExalt stock shall be: the number of Initial Shares,
less the product of $274.104.17 divided by the average closing price of the
stock for the previous ten (10) trading days. For example: If the average price
for the 10 days preceding the anniversary date is $.50, then the amount of stock
due would be 46,208 additional shares ([$273,104.17/$.50] = 546,208 - 500,000).
Should the value be greater than the Initial Shares, no additional shares shall
be due Seller, nor shall Seller be required to return any of the Initial Shares.
Should additional shares be issued based upon this calculation, the Seller shall
be awarded piggyback rights whereby the Buyer shall use its best efforts to
ensure that the stock issued will be registered upon the next available
registration statement to be filed.
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ARTICLE 2. REPRSENTATIONS AND WARRANTIES BY SELLER
2.01. Title to Assets. Seller has full authority, right and power to enter
to this Agreement for the sale of the Notes that are the subject of this
Agreement. Seller's title to this Notes is free and clear of any liens,
encumbrances.
2.02. Authority to Sell. Seller has complied with all the requirements of
any applicable law of the State of Nevada and California relative to the sale of
assets described in this Agreement and that prior to Closing, all of the
consents and approval that may be required by lay; or by agreements to which
Seller may be a party will be obtained.
2.03. Survival of Warranties. Seller agrees that all warranties made by it
in this Agreement shall survive the Closing.
2.04. No additional Debt. Seller hereby warrants that Seller its not owed
any additional monies, obligations or debts by GCN other then those disposed of
in this transaction.
ARTICLE 3. WARRANTIES OF BUYER
Buyer represents and warrants as follows:
3.01 Due Organization. Buyer is an individual.
3.02. Authority to Buy. The Buyer has full power and authority to both
execute and perform this contract.
ARTICLE 4 CONDITIONS TO BUYER'S PERFORMANCE
Absent a waiver in writing, all obligations of the Buyer under this
Agreement are subject to satisfaction of the following conditions on or before
the Closing Date;
4.01. Performance by seller. Seller shall have performed, satisfied and
complied with all covenants, agreements, and conditions required by this
Agreement to be performed or complied with by them, or any of them, on or before
the Closing Date.
4.02. Representations and Warranties True as of the Closing Date. Except
as otherwise permitted by this agreement, all representations and warranties by
Seller in this Agreement shall be true on and as of the Closing Date as though
made at that time.
4.03. Absence of litigation No action, suit, or proceeding before any
court or any governmental body or authority, pertaining to the transaction
contemplated by this Agreement, or to its consummation, shall have been
instituted or threatened on or before the Closing Date.
4.04. Corporate Approvals. All necessary legal approvals, if any, required
to be obtained by the Seller shall have duly authorized and approved the
execution and delivery of this Agreement all corporate action necessary or
proper to fulfill Seller's obligations hereunder on or before the Closing Date.
4.05. GCN Shareholders Approval. The shareholders of GCN shall have
approved of the transaction and the documents necessary to complete the
transaction related to the acquisition of GCN by the Buyer prior to the Buyer's
obligation hereunder coming into binding EFFECT. Immediately upon the conclusion
of the approval of the GCN shareholders of the transaction described, this
Agreement shall become binding on the Buyer.
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ARTICLE 5. CONDITIONS OF SELLER'S PERFORMANCE:
Absent a waiver in writing, all obligations of Seller hereunder are
subject to the satisfaction of the following conditions on or before the Closing
Date:
5.01. Representations and Warranties True as of the Closing Date. All
representations and warranties of Buyer contained in this Agreement shall be
true on and as of the Closing Date as though such representations and Warranties
were made on ant as of that date.
5.02. Performance By Buyer. Buyer shall have performed and complied with
all covenants and agreements and satisfied all conditions required by this
Agreement to be performed by Buyer on or before the Closing Date.
5.03. Shareholder Approval. The conditions set forth in this Agreement
shall have been fulfilled.
ARTICLE 6. MISCELLANEOUS
6.01. Entire Agreement. This instrument with its attachments constitutes
the entire agreement between Buyer and Seller respecting the assets or the sale
of the assets to Buyer by Seller, and any agreement or representation respecting
the assets or their sale by Seller to Buy not expressly set forth in this
instrument is null and void.
6.02. Notices. Any and all notices or other communications required or
permitted by this Agreement or by law to be served on or given to either party
hereto, Buyer or Seller, by the other party hereto shall be, unless otherwise
required by law, in writing and deemed duly served and given when personally
delivered to the party to whom directed or any of its officers or, in lieu of
such personal service, when deposited in the United States mail, first class
postage prepaid to:
Buyer at:
Mr. Donald Sapaugh
12000 Aerospace Avenue
Suite 110
Houston, Texas 77034
Seller at
Mr. Barry Wineroth
176 Donald Drive
Chico, California 95926
6.03. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED AND ALL RIGHTS AND
LIABILITIES UNDER IT DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF TEXAS IN EFFECT ON THIS DATE.
6.04. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be an original, but all of which shall
constitute but one agreement.
6.05. Expenses. Each party shall pay all coats and expenses incurred by it
in negotiating and preparing this Agreement and in closing and carrying out the
transactions contemplated herein and hereby.
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6.06. Further Assurances. The parties agree that at any time and from time
to time after the Closing Date, they will execute and deliver to any other party
such further instruments or document: as may be reasonably required to give
effect to the transactions contemplated hereunder.
6.07. Binding Arbitration. Any dispute arising from this agreement shall
be governed in accordance with the RULES OF PROCEDURE FOR CHRISTIAN CONCILIATION
of the Institute for Christian Conciliation (Peacemaker Ministries) for any and
all disputes concerning or arising from or under this agreement. Both parties
realize that arbitration will be the exclusive remedy for potential disputes and
may not later litigate these or any other related matters in civil court.
EXECUTED on the 12th day of December, 2000.
For the Buyer:
By: /s/ DONALD SAPAUGH
Donald Sapaugh, Chairman/CEO
For the SELLER:
By: /s/ BARRY WINEROTH
Barry Wineroth
For GCN:
By: /s/ DAVID FRITSCHE
David Fritsche
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