EXHIBIT 99.4
CLOSING AGREEMENT
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This Closing Acquisition Agreement (the "Agreement") is made and entered into
this 7th day of January, 2003, by and between GREENLAND CORPORATION, a Nevada
Corporation ("GRLC") and IMAGING TECHNOLOGIES CORPORATION, a Delaware
corporation ("ITEC") (each referred to herein as a "Party" and together referred
to as the "Parties"), and is based upon the following Recitals:
R E C I T A L S
A. On August 9, 2002 the Parties entered into an Agreement to Acquire Shares
(the "Acquisition Agreement").
B. As of the date of this Agreement, the transaction contemplated in the
Acquisition Agreement has not closed.
C. The Parties have decided to close the transaction contemplated in the
Acquisition Agreement on the terms set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
promises and covenants recited, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties,
intending to be legally bound, agree as follows:
A G R E E M E N T
1. Section 1.3 of the Acquisition Agreement, which is related to
consideration, shall reflect that as of Closing GRLC has issued and outstanding
12,789,268 shares and accordingly 19,183,390 shares of common stock shall be
issued to ITEC giving ITEC ownership, subject to terms and conditions of the
Acquisition Agreement and other related documents, 60% of the issued and
outstanding shares of GRLC (total issued and outstanding shares of GRLC will
then be 31,973,170 which will be deemed to be the Issued and Outstanding Base or
"IOB" as described in the Acquisition Agreement). The stock certificate(s)
representing said shares will contain the standard Rule 144 Restrictive Legend
and in addition will contain a legend reflecting that said shares are subject to
the terms of the Secured Promissory Note and Security Agreement between GRLC and
ITEC (See attachments to Acquisition Agreement).
2. Section 1.4 of the Acquisition Agreement, which is related to ITEC's
rights to acquire additional shares of GRLC through the exercise of Warrants
shall be modified to reflect that the Warrants have been pre-paid, in that the
consideration for said Warrants is included in the Purchase Price as set forth
in Section 1.3. Furthermore, at closing, ITEC shall receive three warrant
agreements: (i) Warrant Agreement A exercisable into 10,657,723 shares of GRLC
common stock (this represents the purchase of an additional 10% of GRLC, based
on IOB formula, thereby increasing ITEC ownership to 70% of GRLC) (ii) Warrant
Agreement B exercisable into 21,315,447 shares of GRLC common stock (this
represents the purchase of an additional 10% of GRLC, based in IOB formula,
thereby increasing ITEC ownership to 80% of GRLC (iii) Warrant Agreement C
exercisable into 63,946,340 shares of GRLC (this represents the purchase of an
additional 10% of GRLC, based on IOB formula, common stock, thereby increasing
ITEC ownership to 90% of GRLC. At closing ITEC shall exercise said Warrants and
the shares will be issued ( collectively "Warrant Shares"); provided however,
said that the Warrant Shares shall contain the appropriate restrictive legends
and be held in escrow and not released to ITEC until such time as and when the
PEO contracts reach levels designated in Section 1.4 of the Acquisition
Agreement. It is the intention of the Parties that the Warrant Shares or any
applicable portion thereof, have no voting rights until released to ITEC.
However, the Parties agree that voting rights, if any as may be required by law
or regulation, shall vest with the Board of Directors of GRLC until such time
as the Warrant Shares (or any applicable portion thereof) are released to ITEC.
Section 1.4 of the Acquisition Agreement shall be further modified to allow for
the acceleration of ITEC's rights under this Section to receive the Warrant
Shares or any applicable portion thereof, from escrow. Accordingly, ITEC shall
have the right to receive the Warrant Shares, or any applicable portion thereof,
held in escrow as and when monthly PEO contracts reach levels designated in
Section 1.4 of the Acquisition Agreement are reached.
3. The Parties to the Acquisition Agreement mutually agree that the Closing
date be changed from September 13, 2002 to January 7, 2003.
4. The Schedules and/or Exhibits attached to the Acquisition Agreement have
been completed as follows:
Schedule 3.3 GRLC Share Exceptions - None
Schedule 3.5 GRLC Financial Statements - As filed with the SEC
Schedule 3.7 GRLC Debt Exceptions - None
Schedule 3.8 GRLC Asset Exceptions - None
Schedule 3.11 GRLC Proprietary Information and Intellectual Property -
Provided in files detailing the specifications of the
MaxCash ABM system developed and marketed by Check
Central, Inc., a wholly-owned subsidiary of GRLC.
Schedule 3.12 GRLC Tax Exceptions - None
Schedule 3.13 GRLC Legal Exceptions - None
Schedule 3.15 GRLC Accounts Receivable/Notes Receivable Exceptions -
None
Schedule 4.5 ITEC Legal Exceptions - None
Exhibit 1: Secured Promissory Note
Exhibit 2: Security Agreement
Exhibit 3: Warrant Agreement A
Exhibit 4: Warrant Agreement B
Exhibit 5: Warrant Agreement C
5. Attorneys Fees and Costs. The Parties agree that each will bear their own
costs and attorneys' fees incurred in connection with the preparation, execution
and delivery of this Agreement, and the performance of their respective
obligations contained herein, except as otherwise expressly stated in this
Agreement.
6. Termination of the Acquisition Agreement. Each Party hereby waives any
right it may have to terminate the Acquisition Agreement for any reason as of
the date of the signing of this Agreement.
7. Successors. This Agreement is binding upon and shall inure to the
benefit of the Parties and each Party's respective successors, assigns, heirs,
spouses, agents and personal representatives, enforceable against each of them
in accordance with its terms.
8. Assignment. This Agreement may not be assigned in whole or in part, by
either Party, whether by operation of law or by contract, without the prior,
written consent of the other Party, which consent may be given or withheld in
the sole and exclusive discretion of such other Party.
9. Entire Agreement. This Agreement contains the sole and entire agreement
and understanding of the Parties with respect to the entire subject matter, and
any and all prior discussions, negotiations, commitments and understandings
related hereto are merged herein. No representations, oral or otherwise,
express or implied other than those contained in this Agreement have been made
by any Party. No other agreements not specifically referred to herein, oral or
otherwise, shall be deemed to exist or to bind any of the Parties to this
Agreement.
10. Provisions Severable. The Parties expressly agree and contract that it
is not the intention of any of them to violate any public policy, statutory or
common laws, rules, regulations, treaties or decisions of any government or
agency thereof. If any section, sentence, clause, word or combination thereof
in this Agreement is judicially or administratively interpreted or construed as
being in violation of any such provisions of any jurisdiction, such sections,
sentences, words, clauses or combinations thereof shall be inoperative in each
such jurisdiction and the remainder of this Agreement shall remain binding upon
the Parties in each such jurisdiction.
11. Waiver, Modification and Amendment. All waivers hereunder must be made
in a signed writing, and failure by either Party at any time to require the
other Party's performance of any obligation under this Agreement shall not
affect the right subsequently to require performance of that obligation. Any
waiver of a breach or violation of any provision of this Agreement shall not be
construed as a waiver of any continuing or succeeding breach of such provision
or a waiver or modification of the provision. This Agreement may be modified or
amended only by a later writing signed by all of the Parties.
12. Governing Law; Venue. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of California applicable to
the performance and enforcement of contracts made within such state, without
giving effect to the law of conflicts of laws applied thereby. In the event
that any dispute shall occur between the parties arising out of or resulting
from the construction, interpretation, enforcement or any other aspect of this
Agreement, the parties hereby agree to accept the exclusive jurisdiction of the
Courts of the State of California sitting in and for the County of San Diego.
In the event either Party shall be forced to bring any legal action to protect
or defend its rights under the Agreement, then the prevailing Party in such
proceeding shall be entitled to reimbursement from the non-prevailing Party of
all fees, costs and other expenses (including, without limitation, the
reasonable expenses of its attorneys) in bringing or defending against such
action.
13. Titles and Captions. Paragraph titles and captions contained in this
Agreement are inserted only as a matter of convenience and for reference and in
no way define, limit, extend or describe the scope of this Agreement or the
intent of any provision.
14. Counterpart Signature Pages. This Agreement may be executed by the
Parties through counterpart signature pages (and not as part of one document
bearing all signatures consecutively), all of which, when together, shall
constitute satisfaction of the signature requirements. Facsimile signature
pages shall also be acceptable.
15. Authority. The undersigned individuals and/or entities execute this
Agreement on behalf of their respective parties, and represent and warrant that
said individual and/or entities are authorized to enter into and execute this
Agreement on behalf of such Parties, that the appropriate corporate resolutions
or other consents have been passed and/or obtained (if necessary), and that this
Agreement shall be binding on the Party on whose benefit they are executing this
Agreement.
16. Notices. All notices, requests, demands and other communications to be
given hereunder shall be in writing and shall be deemed to have been duly given
on the date of personal service or transmission by fax if such transmission is
received during the normal business hours of the addressee, or on the first
business day after sending the same by overnight courier service or by telegram,
or on the third business day after mailing the same by first class mail, or on
the day of receipt if sent by certified or registered mail, addressed as set
forth below, or at such other address as any Party may hereafter indicate by
notice delivered as set forth in this Section 24:
If to GRLC:
Greenland Corporation
17075 Via Del Campo
San Diego, CA 92127
Attn: Thomas Beener, CEO
If to ITEC:
Imaging Technologies Corporation
17075 Via Del Campo
San Diego, CA 92127
Attn: Brian Bonar, CEO
IN WITNESS WHEREOF, the parties hereto have set forth their hand as of the
date and year first above written.
IMAGING TECHNOLOGIES CORPORATION
By: /s/ Brian Bonar
Brian Bonar, CEO
Dated: January 7, 2003
GREENLAND CORPORATION
By: /s/ Thomas Beener
Thomas Beener, CEO
Dated: January 7, 2003