ACQUISITION AGREEMENT
AGREEMENT dated 2nd October 2001 ("the Agreement"), by,
between and among AMAC INC, a company incorporated under
the laws of the State of Delaware (herein referred to as
AMAC), the persons listed on Exhibit A attached hereto and
made a part hereof, being all of the shareholders and
executive officers of AMAC (hereinafter referred to as
"MANAGEMENT"); and EUROPORTAL INC T/A AUTO DATA GROUP, a
company incorporated under the laws of the State of
Delaware (hereinafter referred to as "EPADG "); and the
persons listed on Exhibit "A" attached hereto and made a
part hereof, (hereinafter referred to as the "SELLERS").
WHEREAS, the SELLERS own a total of 9,500 shares of common
stock, $0.001 par value of EPADG, said shares being 100% of
the issued and outstanding common stock of EPADG.
WHEREAS, the SELLERS desire to sell and AMAC desires to
purchase one hundred (100%) percent of such shares.
NOW, THEREFORE, in consideration of the mutual convenants,
agreements, representations and warranties herein
contained, the parties hereby agree as follows:
1. Purchase and Sale - The SELLERS hereby agree to sell,
transfer, assign and convey to AMAC and AMAC hereby
agrees to purchase and acquire from the SELLERS, a total
9,500 shares of common stock, $0.001 par value of EPADG,
which equates one hundred percent (100%) percent of all
of EPADG 's currently issued and outstanding stock (the
EPADG Shares"), in a tax-free stock-for-stock
acquisition.
2. Consideration - The Consideration price to be paid by
AMAC for the EPADG Common Shares shall be 9,500,000
shares of AMAC common stock.
3. Warranties Representations and Covenants of EPADG
and
EPADG PRINCIPALS - In order to induce AMAC to enter into
this Agreement and to complete the transaction
contemplated hereby, EPADG and its principal executive
officers (hereinafter referred to as the "EPADG
PRINCIPALS", jointly and severally warrant and represent
to AMAC that:
(a) Organization and Standing EPADG is a corporation
duly organized, validly existing and in a good
standing under the laws of the State of Delaware, is
qualified to do business as a foreign corporation in
every other state or jurisdiction in which it operates
to the extent required by the laws of such states and
jurisdictions, and has full power and authority to
carry on its business as now conducted and to own and
operate its assets, properties and business. Attached
hereto as Exhibit "B" are true and correct copies of
EPADG 's Certificate of Incorporation, amendments
thereto and all current \by-laws of EPADG . No
changes thereto will be made in any of the Exhibit "B"
documents before the closing. EPADG has no
subsidiaries except as listed or any investments or
ownership interests in any corporation, partnership,
joint venture or other business enterprise which is
material to its business.
(b) Capitalization As of the Closing Date of EPADG 's
entire authorized and issued equity capital consists of
9,500 shares of common stock, $0.001 par value of which
9,500 shares of ordinary stock, $0.001 par value will be
issued and outstanding as of the Closing. As of the
Closing Date, there will be no other voting or equity
securities authorized or issued, nor any authorized or
issued securities convertible into voting stock, and no
outstanding subscriptions, warrants, calls, options,
rights, commitments or agreements by which EPADG or the
SELLERS are bound, EPADG for the issuance of any
additional shares of common stock or any other voting or
equity security, other than any agreements that EPADG has
with any of its subsidiaries. The 9,500 shares of common
stock at $0.001 par value issued and outstanding EPADG
Shares to be transferred by SELLERS constitutes one
hundred (100%) percent of the currently issued and
outstanding shares of Common Stock of EPADG , which
includes inter-claim, that same percentage of EPADG 's
voting power, right to receive dividends, when, as and if
declared and paid, and the right to receive the proceeds
of liquidation attributable to common stock, if any.
(c) Ownership of EPADG Shares Each SELLER warrants and
represents, severally, that as of the date hereof, such
SELLER is the sole owner of the EPADG Shares listed by
his or her name on Exhibit "A-1", free and clear of all
liens, encumbrances, and restrictions whatsoever, except
that the EPADG Common Shares so listed have not been
registered under the Securities Act of 1933, as amended
(the "33 Act"), or any applicable State Securities laws.
By SELLERS' transfer of the EPADG Shares to AMAC pursuant
to this Agreement. AMAC will thereby acquire 100% of the
outstanding capital stock of EPADG , free and clear of
all liens, encumbrances and restrictions of any nature
whatsoever.
(d) Taxes EPADG has filed all federal, state and local
income or other tax returns and reports that it is
required to file with all governmental agencies, wherever
situate, and has paid or accrued for payment all taxes as
shown on such returns, such that a failure to file, pay
or accrue will not have a material adverse effect on
EPADG . EPADG 's income tax returns have never been
audited by any authority empowered to do so.
(e) Pending Actions There are no known material legal
actions, lawsuits, proceedings or investigations, either
administrative or judicial, pending or threatened,
against or affecting EPADG , or against the EPADG
PRINCIPALS that arrive out of their operation of EPADG ,
except as described in Exhibit "C" attached hereto.
EPADG is not knowingly in material violation of any law,
material ordinance or regulation of any kind whatever.
(f) Government and Regulation EPADG holds the licenses
and registrations set forth on Exhibit "D" hereto from
the jurisdictions set forth therein, which licenses and
registrations are all of the licenses and registrations
necessary to permit EPADG to conduct its current
business. All of such licenses and registrations are in
full force and effect, and there are no proceedings,
hearings or other actions pending that may affect the
validity or continuation of any of them. No approval of
any other trade or professional association or agency of
government other than as set forth on Exhibit "D" is
required for any of the transactions effected by this
Agreement, and the completion of the transactions
contemplated by this Agreement will not, in and of
themselves, affect or jeopardize the validity or
continuation of any of them.
(g) Ownership of Assets Except as set forth in Exhibit
"E"
attached hereto, EPADG has good, marketable title,
without any liens or encumbrances of any nature whatever,
to all of the following, if any; assets, properties and
rights of every type and description, including, without
limitation, all cash on hand and in banks, certificates
of deposit, stocks, bonds, and other securities, good
will, customer lists, its corporate name and all variants
thereof, trademarks and trade names, copyrights and
interests thereunder, licenses and registrations, pending
licenses and permits and applications therefor,
inventions, processes, know-how, trade secrets, real
estate and interests therein and improvements thereto,
machinery, equipment, vehicles, notes and accounts
receivable, fixtures, rights under agreements and leases,
franchises, all rights and claims under insurance
policies and other contracts of whatever nature, rights
in funds of whatever nature, books and records and all
other property and rights of every kind and nature owned
or held by EPADG as of this date, and will continue to
hold such title on and after the completion of the
transactions contemplated by this Agreement; nor, except
in the ordinary course of its business, has EPADG
disposed of any such asset since the date of the most
recent balance sheet described in Section 3(0) of this
Agreement.
(h) No Interest in Suppliers, Customers, Landlords or
Competitors Neither the EPADG PRINCIPALS nor any member
of their families have any material interest of any
nature whatever in any supplier, customer, landlord or
competitor of EPADG .
(i) No Debt Owed by EPADG to EPADG PRINCIPALS Except as
set forth in Exhibit "F" attached hereto, EPADG does not
owe any money, securities, or property to either the
EPADG PRINCIPALS or any member of their families or to
any company controlled by such a person, directly or
indirectly. To the extent that the EPADG PRINCIPLES may
have any undisclosed liability to pay any sum or property
to any such person or equity or any member of their
families such liability is hereby forever irrevocably
released and discharged.
(j) Complete Records All of EPADG 's books and records,
including, without limitation, its books of account,
corporate records, minute book, stock certificate books
and other records are up-to-date, complete and reflect
accurately and fairly the conduct of its business in all
material respects since its date of incorporation.
(k) No Misleading Statements or Omissions Neither this
Agreement nor any financial statement, exhibit, schedule
or document attached hereto or presented to AMAC in
connection herewith, contains any materially misleading
statement or omits any fact or statement necessary to
make the other statements or facts therein set forth not
materially misleading.
(l) Validity of this Agreement All corporate and other
proceedings required to be taken by the SELLERS and by
EPADG in order to enter into and carry out this
Agreement have been duly and properly taken. This
Agreement has been duly executed by the SELLERS and by
EPADG , and constitutes the valid and binding obligation
of each of them, enforceable in accordance with its terms
except to the extent Inc by applicable bankruptcy,
reorganization, insolvency, moratorium or other laws
relating to or effecting generally the enforcement of
creditors rights. The execution and delivery of this
Agreement and the carrying out of its purposes will not
result in the breach of any of the terms and conditions
of, or constitute a default under or violate, EPADG 's
Certificate of Incorporation or By-Laws, or any material
agreement, lease, mortgage, bond, indenture, license or
other material document or undertaking, oral or written,
to which EPADG or the SELLERS is a party or is bound or
may be affected, nor will such execution, delivery and
carrying out violate any law, rule or regulation or any
order, with injunction or decree, of any court,
regulatory agency or other governmental body; and the
business now conducted by EPADG can continue to be so
conducted after completion of the transaction
contemplated hereby, with EPADG as a wholly owned
subsidiary of AMAC.
(m) Concepts and Approvals: Compliance with Laws Neither
EPADG nor the SELLERS are required to make any filing
with, or obtain the consent or approval of, any person or
entity as a condition to the consummation of the
transactions contemplated by this Agreement. The
business of EPADG has been operated in material
compliance with all laws, rules, and regulations
applicable to its business, including, without
limitation, those related to securities matters, trade
matters, environmental matters, public health and safety,
and labor and employment.
(n) Access to Books and Records AMAC will have full and
free access to EPADG 's books during the course of this
transaction prior to Closing, during regular business
hours, on reasonable notice.
4. Warranties, representations and Covenants of AMAC AND
MANAGEMENT OF AMAC ("MANAGEMENT") In order to induce the
SELLERS and EPADG to enter into this Agreement and to
complete the transaction contemplated hereby, AMAC AND
MANAGEMENT jointly and severally warrant, represent and
covenant to EPADG and SELLERS that :
(a) Organization and Standing AMAC is a corporation
duly organized, validly existing and in good
standing under the laws of the State of Delaware,
will be qualified to do business as a foreign
corporation in every other state and jurisdiction in
which it operates to the extent required by the laws
of such states or jurisdictions, and will have full
power and authority to carry on its business as now
conducted and to own and operate its assets,
properties and business. AMAC has no subsidiaries or
any other investments or ownership interests in any
corporation, partnership, joint venture or other
business enterprise.
(b) Capitalization AMAC's entire authorized equity
capital consists of 25,000,000 shares of voting
common stock, $0.001 par value. Of which 534,871
shares of voting stock is currently outstanding.
AMAC will issue 9,500,000 shares for the acquisition
of EPADG, upon closing AMAC will have issued and
outstanding 10,034,871 shares of voting common
stock, $0.001 par value and no shares of preferred
stock issued. Upon issuance, all of the AMAC Common
Stock will be validly issued, fully paid and non-
assessable. The relative rights and preferences of
AMAC's equity securities are set forth on the
Certificate of Incorporation, as amended and AMAC's
By-laws (Exhibit "H" hereto). There are no other
voting or equity securities authorized or issued,
not any authorized or issued securities convertible
into voting stock, and no outstanding subscriptions,
warrants, calls, options, rights, commitments or
agreements by which AMAC is bound, calling for the
issuance of any additional shares of common stock or
any other voting or equity security. The By-laws of
AMAC provide that a simple majority of the shares
voting at a stock holders' meeting at which a quorum
is present may elect all of the directors of AMAC.
Cumulative voting is not provided for by the By-Laws
or Certificate of Incorporation of AMAC.
Accordingly, as of the Closing the 9,500,000 shares
being issued to and acquired by the SELLERS will
constitute 95% of the outstanding shares of AMAC
which will then be issued and outstanding which
includes, inter alia, that same percentage of AMAC's
voting power (subject to the provisions regarding
cumulative rights), right to receive dividends,
when, as and if declared and paid, and the right to
receive the proceeds of liquidation attributable to
common stock, if any.
(c) Ownership of Shares By AMAC's issuance of the
AMAC Common Shares to the SELLERS pursuant to this
Agreement, the SELLERS will thereby acquire good,
absolute marketable title thereto, free and clear of
all liens, encumbrances and restrictions of any
nature whatsoever, except by reason of the fact that
such AMAC shares will not have been registered under
the 33 Act, or any applicable state securities laws.
(d) Significant Agreements AMAC is not and will not
at Closing be bound by any of the following:
(i) Employment, advisory or consulting contract
(except as described in Section 12 herein).
(ii) Plan providing for employee benefits of
any nature.
(iii) Lease with respect to any property or
equipment.
(iv) Contract of commitments for any current
expanditure.
(v) Contract or commitment pursuant to which it
has assumed, guaranteed, endorsed or otherwise
become liable for any obligation of any other
person, firm or organization.
(vi) Contract, agreement, understanding,
commitment or arrangement either than in the
normal course of business, not set forth in
the Agreement or an Exhibit hereto.
(vii) Agreement with any person relating to
the dividend, purchase or sale of securities,
that has not been settled by the delivery of
payment of securities when due, and which
remains unsettled upon the date of this
Agreement.
(e)Taxes AMAC has filed all federal, state and local
income or other tax returns and reports that it is
required to file with all governmental agencies,
wherever situate, and has paid all taxes as shown on
such returns. All of such returns are true and
complete. AMAC's income tax returns have never been
audited by say authority empowered to do so.
(f)Absence of Liabilities As of the Closing Date AMAC
will have no liabilities of any kind or nature,
fixed or contingent, except for the costs, including
legal and accounting fees and other expenses, in
connection with this transaction, for which AMAC
agrees to be responsible and to pay in full at or
before the Closing.
(g)No Pending Actions To the best of management's
knowledge, there are no legal actions, lawsuits,
proceedings or investigations, either administrative
or judicial, pending or threatened against or
affecting AMAC, or against any of the AMAC
MANAGEMENT and arising out of their operation of
AMAC. AMAC has been in compliance with, and has not
received notice of violation of any law, ordinance
of any kind whatever, including, but not Inc to, the
33 Act, the Rules and Regulations of the SEC, or the
Securities Laws and Regulations of any sale. AMAC is
not an investment company as defined in, or
otherwise subject to regulation under, the
Investment Company Act of 1940. AMAC is not required
to file reports pursuant to either Section 13 or
Section 15 (d) of the 34 Act.
(h)Corporate Records All of AMAC's books and records,
including, without limitation, its books of account,
corporate records, minute book, stock certificate
books and other records are up-to-date complete and
reflect accurately and fairly the conduct of its
business in all respects since its date of
incorporation; all of said books and records will be
made available for inspection by EPADG's authorized
representatives prior to the Closing as provided by
Section 4(I) herein, and will be delivered to AMAC's
new management at the Closing.
(i)No Misleading Statements or Omissions Neither this
agreement nor any financial statement, exhibit,
schedule or document attached hereto or presented to
EPADG in connection herewith contains any
materially misleading statement, or omits any fact
or statement necessary to make the other statements
or facts therein set forth not materially
misleading.
(j)Validity of this Agreement All corporate and other
proceedings required to be taken by AMAC in order to
enter into and to carry out this Agreement will have
been duly and properly taken at or before the
Closing. This Agreement has been duly executed by
AMAC, constitutes a valid and binding obligation of
AMAC enforceable in accordance with its terms. The
execution and delivery of this Agreement and the
carrying out of its purposes will not result in the
breach of any of the terms or conditions of, or
constitute a default under or violate, AMAC's
Certificate of Incorporation or By-Laws, or any
agreement, lease, mortgage, bond, indenture, license
or other document or undertaking, oral or written,
to which AMAC is a party or is bound or may be
affected nor will such execution, delivery and
carrying out violate any law, rule or regulation or
any order, writ, injunction or decree of any court,
regulatory agency or other governmental body.
(k)Consents and Approvals, Compliance with Laws Except
for the notices to be filed as described in Section
7(a)(v) herein, neither EPADG nor MANAGEMENT is
required to make any filing with, or obtain the
consent or approval of, any person or entity as a
condition to the consummation of the transactions
contemplated by this Agreement. The business of
AMAC has been operated in compliance with all laws,
rules and regulations applicable to its business,
including, without limitation, those related to
securities matters, trade matters, environmental
matters, public health and safety, and labor and
employment.
(l)Access to Books and Records EPADG and SELLERS will
have full and free access to EPADG 's books and
records during the course of this transaction prior
to and at the Closing on reasonable notice.
(m)Directors and Shareholders Approval As of the
Closing, AMAC's Board of Directors and Shareholders,
by meeting or consent shall have properly authorized
the matters described in section 7(a)(iv)herein.
(n)The AMAC Shares All of the AMAC Common Shares
issued to SELLERS shall be validly issued, fully-
paid non-assessable shares of AMAC Common Stock,
with full voting rights, dividend rights, and right
to receive the proceeds of liquidation , if any, as
set forth in AMAC's Certificate of Incorporation.
5. Term: Indemnification All representations,
warranties,
covenants and agreements made herein and in the exhibits
attached hereto shall survive the execution and delivery
of this Agreement and payment pursuant thereto.
MANAGEMENT and EPADG MANAGEMENT ("management") of both
parties to the agreement hereby agree, jointly and
severally, to indemnify, defend, and hold harmless AMAC,
EPADG , and the SELLERS from and against any damage,
loss, liability, or expense (including without
limitation, reasonable expenses of investigation and
reasonable attorney's fees) arising out of any material
breech of any representation, warranty, covenant, or
agreement made by EPADG MANAGEMENT or management in this
Agreement.
1. Conditions Precedent to Closing (a) The obligations of
EPADG and the SELLERS under this Agreement shall be and
are subject to fulfillment, prior to or at the Closing,
of each of the following conditions:
(i) That AMAC's and MANAGEMENT's representations and
warranties contained herein shall be true and
correct at the time of Closing as if such
representations and warranties were made at such
time, and MANAGEMENT will deliver an executed
certification confirming the foregoing;
(ii) That AMAC and MANAGEMENT shall have
performed or complied with all agreements, terms and
conditions required by this Agreement to be
performed or complied with by them prior to or at
the time of the Closing;
(iii) That AMAC's directors and shareholders, by
proper and sufficient vote taken either by consent
or at a meeting duly and properly EPADG led and
held, shall have properly approved all of the
matters required to be approved by AMAC's directors
and shareholders, respectively;
(iv) That AMAC's Board of Directors, by proper
and sufficient vote, shall have approved this
Agreement and the transactions contemplated hereby;
and
(b) The obligations of AMAC and MANAGEMENT under this
Agreement shall be and are subject to fulfillment, prior
to or at the Closing of each of the following conditions:
(i) That EPADG 's and SELLERS' representations and
warranties contained herein shall be true and
correct at the time of Closing as if such
representations and warranties were made at such
time and EPADG and the EPADG PRINCIPALS shall
deliver an executed certification confirming the
foregoing;
(ii) That EPADG and EPADG PRINCIPALS shall have
performed or complied with all agreements, terms and
conditions required by this Agreement to be
performed or complied with by them prior to or at
the time of Closing; and
8 Termination This Agreement may be terminated at any time
before or at Closing, by;
(a)The mutual agreement of the parties;
(b)Any party if:
(iii) Any legal proceeding shall have been
instituted or shall be imminently threatening
to delay, restrain or prevent the consummation
of this Agreement.
Upon termination of this Agreement for any reason, in
accordance with the terms and conditions set forth in this
paragraph, each said party shall bear all costs and
expenses as each party has incurred and no party shall be
liable to the other.
9. Exhibits All Exhibits attached hereto are incorporated
herein by this reference as if they were set forth in
their entirety.
1. Miscellaneous Provisions This Agreement is the entire
agreement between the parties in respect of the subject
matter hereof, and there are no other agreements, written
or oral, nor may this Agreement be modified except in
writing and executed by all of the parties hereto. The
failure to insist upon strict compliance with any of the
terms, covenants or conditions of this Agreement shall
not be deemed a waiver or relinquishment of such rights
or power at any other time or times.
2. Prohibited Actions Between the date hereof and the
effective date of the merger, neither Purchaser nor
Seller will, except with the prior written consent of the
other:
(a)issue or sell any stock, bonds, or other corporate
securities;
(b)incur any obligation or liability (absolute or
contingent), except current liabilities incurred, and
obligations under contracts entered into, other than in
the ordinary course of business;
(c) discharge or satisfy any lien or encumbrance or pay any
obligation or liability (absolute or contingent) other
than in the ordinary course of business;
(d) make any dividend or other payment or distribution to
its shareholders or Purchase or redeem any shares of its
capital stock other than in the ordinary course of
business;
(e)mortgage, pledge, create a security interest in, or
subject to lien or other encumbrance any of its assets,
tangible or intangible other than in the ordinary course
of business;
(f)sell or transfer any of its tangible assets or cancel
any debts or claims except in each case in the ordinary
course of business other than in the ordinary course of
business;
(g)sell, assign, or transfer any trademark, trade name,
patent, or other intangible asset;
(h)waive any right of any substantial value other than in
the ordinary course of business; or
(i) enter into any other transaction other than in the
ordinary course of business.
3. Further Instruments From time to time, as and when
requested by the either of the parties or by its
successors or assigns, the other party will execute and
deliver, or cause to be delivered, all such deeds and
other instruments; and will take or cause to be taken
such further or other action as the parties may deem
necessary or desirable in order to vest in and confirm to
the purchaser title to and possession of all its
property, rights, privileges, possessions, and franchises
and otherwise to carry out the intent and purposes of
this agreement.
13. Governing Law This Agreement shall be governed by and
construed in accordance with the internal laws of the
State of Delaware.
14. Counterparts This Agreement may be executed in
duplicate facsimile
counterparts, each of which shall be deemed an
original and together shall constitute one and the same
binding Agreement, with one counterpart being delivered to
each party hereto.
IN WITNESS WHEREOF, the parties hereto have set their hands
and seals as of the date and year above first written.
AMAC INC
By: ____________________________
____________________________
EUROPORTAL INC T/A AUTO DATA GROUP
By: ____________________________