the deal had to be closed by 7.31.11 or els its nulled. since we know the directers resigned and Top Dog Alpha put their officers in from the 7.28.11 8K it is in effect. BTW just reread the 7.5.11 8K... we got no liabilities baby
SECTION 1. TERMS OF SHARE PURCHASE AND ACQUISITION
1.1. ACRO agrees to sell 96,613,788 shares of ACRO capital stock (the “Shares”) in consideration for $160,000 (the “Purchase Price”) (the “Share Purchase”). These Shares shall represent 49.9% of the outstanding common shares of ACRO after all shares are issued pursuant to this agreement at the Closing Date (as hereinafter defined).
1.2 ACRO and Purchaser agree that $60,000 of this Purchase Price shall be paid, directly to the creditors that are not related parties based on a list provided by ACRO accompanied with waivers from them for all of their debts, as a convertible loan to ACRO (the “Purchaser Loan”) which loan shall be converted into shares of ACRO common stock at the Closing, equal to 36,230,171 of the outstanding common shares of ACRO, such Purchaser Loan shall be used for the payment of outstanding debts of ACRO.
1.3 ACRO agrees that simultaneous with the closing of this transaction, the notes held by BioTech Knowledge LLC representing $185,774 (the “Insider Notes”), shall be converted to equity at a rate of 0.008 per share for a total of 23,221,750 shares, and that ACRO shall procure the necessary loan conversion documents prior to the Closing Date (as hereinafter defined).
1.4 ACRO acknowledges and asserts that upon conversion of the Insider Notes, the cancellation of the outstanding warrants, the cancelation of all outstanding options to purchase shares of common stock and the payment of its outstanding debts, ACRO has no other outstanding notes, loans, options, warrants, debt or other convertible securities except for the Purchaser Loan.
1.5 At the Closing Date, Mr. Gadi Aner and M.G-Net Ltd shall hold together 5,234,829 shares of ACRO common stock and Mr. Zeev Bronfeld shall hold 5,960,794 shares of ACRO common stock, and neither of them shall hold any options, warrants, preferred shares, convertible securities, notes or rights to purchase additional shares of ACRO stock.
1.6 At the Closing of this transaction ACRO common stock shall be reverse split 1,000 (one thousand) to 1 (one), so that for every thousand (1,000) shares outstanding prior to the Closing Date, there shall be one (1) share outstanding after the reverse stock split. Purchaser shall draft and file with the applicable authorities, including without limitations, the OTCBB and the Nevada Secretary of State, any and all documents required to effectuate such stock split.
1.7 Upon execution of this Agreement, Purchaser shall perform a due diligence review. ACRO shall supply Purchaser with the documentation and information required and requested by Purchaser for such review. Both Purchaser and ACRO agree that the Share Purchase is contingent upon Purchaser’s satisfaction with such due diligence review. Upon receipt of written notice from Purchaser, that its due diligence review was unsatisfactory and it is terminating this Agreement, ACRO shall immediately notify Escrow Agent (as hereinafter defined) to return the escrowed Purchase Price to Purchaser.
1.8 Both ACRO and Purchaser acknowledge that this transaction in contingent upon successful completion of all items in this Section 1 except 1.6 (reverse split) . In the event any one or more of them is not successful and has not taken place by July 31, 2011 (the “Final Date”) due to the fault of the purchaser, this Agreement shall be considered null and void, and the entire Purchase Price, except for the Purchaser Loan, which shall be held in escrow pending the successful completion of all of these items, shall be immediately returned to the Purchaser within twenty four hours and the Escrowed Documents shall be immediately returned to ACRO and the Purchaser Loan shall be converted into shares of common stock of ACRO as set forth in Section 1.2.in the case that not all items in this Section 1 except 1.6 (reverse split) is not successful and has not taken place by July 31, 2011 due to the fault of ACRO, the final date would be renegotiated or the purchaser loan will be paid back to the purchaser immediately, and will be senior to any other debt.
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