NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,
WITH RESPECT TO THE DEBT OR ANY OTHER MATTER WHATSOEVER, INCLUDING, WITHOUT
LIMITATION, INCOME TO BE DERIVED OR EXPENSES TO BE INCURRED IN CONNECTION WITH
THE DEBT, THE VALUE OF THE DEBT, OR ANY OTHER MATTER OR THING RELATING TO THE
DEBT.
ASSIGNEE FURTHER ACKNOWLEDGES THAT ASSIGNEE HAS CONDUCTED AN INDEPENDENT
INSPECTION AND INVESTIGATION OF THE DEBT AND ALL SUCH OTHER MATTERS RELATING TO
OR AFFECTING THE DEBT AS ASSIGNEE DEEMED NECESSARY OR APPROPRIATE AND THAT IN
PROCEEDING WITH ITS ACQUISITION OF THE DEBT, EXCEPT FOR ANY REPRESENTATIONS AND
WARRANTIES EXPRESSLY SET FORTH IN THE ACQUISITION AGREEMENT, ASSIGNEE IS DOING
SO BASED SOLELY UPON SUCH INDEPENDENT INSPECTIONS AND INVESTIGATIONS.
ACCORDINGLY, ASSIGNEE ACCEPTS THE DEBT AT THE CLOSING "AS IS," "WHERE IS," AND
"WITH ALL FAULTS."
This Bill of Sale may be executed and delivered via facsimile transmission or
via email with scan or email attachment.
Whether or not expressly required under the terms of the Acquisition Agreement
or this Bill of Sale, Seller shall execute and deliver such further documents
and instruments and take such further actions as reasonably requested by
Assignee to effectuate and perform the sale, assignment, transfer and delivery
contemplated by Section 1 above.
[SIGNATURE PAGE FOLLOWS]
D-1
DULY EXECUTED and delivered by the parties to this Bill of Sale and effective as
of the date first written above.
"SELLER"
PAYMENTONE CORPORATION
By: __________________________
Name:
Joseph Lynam
Title:
Chief Executive Officer
"ASSIGNEE"
THE BILLING RESOURCES D/B/A INTEGRETEL, INC.
By: ___________________________
Name:
Paul Weber
Title:
Chief Restructuring Officer
D-2
TABLE OF CONTENTS
Page
ARTICLE 1
DEFINITIONS
2
ARTICLE 2
EQUITY ACQUISITION
5
ARTICLE 3
CONSIDERATION FOR EQUITY
6
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF P1
7
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF BUYER
16
ARTICLE 6
[RESERVED]
17
ARTICLE 7
COVENANTS REGARDING CONVEYANCE OF THE DEBT
17
ARTICLE 8
CLOSING
17
ARTICLE 9
CONDITIONS TO THE EFFECTIVE DATE
17
ARTICLE 10
TERMINATION
20
ARTICLE 11
REPRESENTATIONS AND WARRANTIES OF
TBR REGARDING
THE P1
EQUITY
21
ARTICLE 12
[RESERVED]
21
ARTICLE 13
COVENANTS
21
ARTICLE 14
MISCELLANEOUS
21
Exhibit A
Shared and Support Services Agreement.................................................A-1
Exhibit B
Ordinary Course Debts and Obligations.................................................B-1
Exhibit C
Option Term
Sheet..................................................................................C-1
Exhibit D
Debt Transfer
Documents...........................................................................D-1
-i-
EXECUTION COPY
EQUITY ACQUISITION AGREEMENT
dated as of June 11, 2008
by and among
(1) THE BILLING RESOURCE, D/B/A INTEGRETEL, INC.
(2) THE BILLING RESOURCE, D/B/A INTEGRETEL, INC. AS THE MAJORITY SHAREHOLDER OF
PAYMENTONE CORPORATION
(3) PAYMENTONE CORPORATION
and
(4) ETELCHARGE.COM