Form 8-K Landstar, Inc.

Current report, items 2.01, 2.03, 3.02, 7.01, and 9.01

Published: 2019-09-20 08:43:30
Submitted: 2019-09-20
Period Ending In: 2019-09-16
> ENT> 8-K 1 form8-k.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): September 16, 2019

 

  LANDSTAR, INC.  
 
 
(Exact name of registrant as specified in its charter)
 

 

Nevada   000-30542   86-0914051
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
ID Number)

 

101 J Morris Commons Lane, Suite 105

Morrisville, North Carolina 27560

(Address of principal executive offices)

 

Registrant’s telephone number, including area code (919) 585-6542

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
n/a   n/a   n/a

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

 
 

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

 

As previously disclosed in the Current Report on Form 8-K filed by LandStar, Inc. (the “Company”) on June 26, 2019, the Company entered into a letter of intent to acquire the assets of DMBGroup, LLC (“DMB”).

 

On September 16, 2019, the Company entered into an Asset Purchase Agreement (the “APA”) with DMB to acquire certain assets collectively known as DataExpressTM,, a software platform for secure sensitive data transfer within the hybrid cloud. The total purchase price of $2.78 million consists of: (i) a $410,000 cash payment at closing; (ii) a promissory note in the amount of $910,000, payable in the amount of $41,661 over 24 monthly payments starting on October 15, 2019, accruing at a rate of 6% per annum; (iii) assumption of $198,986 in liabilities and, (iv) 1,849,315,068 shares of our common stock

 

The acquired assets consisted of: (i) intellectual and related intangible property including applications and associated software code and trademarks; (ii) transferred accounts receivable, including assumed contracts of existing customers and the books and records of the DMBGroup for the previous two (2) year period; (iii) transferred equipment; (iv) $81,000 of cash; and, (v) goodwill. The assumed liabilities consist of: (i) unsatisfied prepaid services to customers of $81,000; (ii) outstanding accounts payable of $20,297; and, (iii) member loans of $97,689.

 

At closing, the Company assigned $447,507 of accounts receivable to DMB towards payment of: (i) the $410,000 cash down payment; (ii) $17,210 towards the member loans; and, (iii) $20,297 towards payment of the assumed liabilities that DMB will pay on behalf of the Company.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The discussion in Item 2.01 of this Form 8-K regarding the promissory note is hereby incorporated in this Item 2.03 by reference.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

In connection with closing the APA, the Company will issue 1,849,315,068 unregistered shares of Company common stock to DMB members.

 

The issuances of the Company’s common stock in connection with the foregoing will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance of the exemption from registration provided by Section 4(a)(2) of the Securities Act because such issuances did not involve a public offering.

 

Item 7.01. Regulation FD Disclosure.

 

On September 17, 2019, the Company issued a press release announcing the closing of the APA. A copy of this press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

 

The information in this Current Report on Form 8-K under Item 7.01 is being “furnished” and not “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under such section. Furthermore, such information shall not be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, unless specifically identified as being incorporated therein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(a) Financial Statements of Businesses Acquired.

 

To the extent required, the Company intends to file the financial statements required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K no later than 71 calendar days after the required filing date for this Current Report on Form 8-K.

 

 
 

 

(b) Pro Forma Financial Information.

 

To the extent required, the Company intends to file the pro forma financial information required by Item 9.01(b) as part of an amendment to this Current Report on Form 8-K no later than 71 days after the required filing date for this Current Report on Form 8-K.

 

(d) Exhibits.

 

Exhibit No.   Description
     
4.1   Asset Purchase Agreement, dated September 16, 2019, by and among LandStar, Inc. and DMBGroup, LLC and its Members, Billy Whittington, Dierdre Whittington and Michelle Marost.
     
4.2   Promissory Note, dated September 16, 2019, by and among LandStar, Inc. and DMBGroup, LLC.
     
99.1   Press release dated September 17, 2019.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  LANDSTAR, INC.
   
Date: September 20, 2019 /s/ Steven Dawson
  Steven Dawson
  Chief Financial Officer

 

 
 

 

ENT> EX-4.1 2 ex4-1.htm

 

Exhibit 4.1

 

ASSET PURCHASE AGREEMENT

 

This ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of September 16, 2019 (the “Effective Date”), by and among DMBGroup, LLC (“Seller”), Landstar, Inc. (“Buyer”), and Billy Whittington, Deidre Whittington and Michelle Marost (each of Billy Whittington, Deidre Whittington and Michelle Marost are referred to herein as a “Member” and collectively the “Members”). The Members, collectively with Seller and Buyer, are sometimes referred to herein as the “Parties”, and each, a “Party”.

 

WITNESSETH:

 

WHEREAS, Seller desires to sell and transfer to Buyer, and Buyer desires to purchase and accept from Seller certain assets and property used in the operation of Seller’s business on the terms and conditions hereinafter set forth.

 

WHEREAS, as a condition and material inducement to Buyer’s willingness to enter into this Agreement and consummate the transactions contemplated by this Agreement, the Members have agreed to (i) be a party to this Agreement, (ii) make certain representations and warranties set forth herein, and (iii) be bound by certain covenants and obligations set forth herein (including the restrictive covenants set forth in ARTICLE V and the indemnification obligations set forth in ARTICLE IX).

 

NOW, THEREFORE, in consideration of the respective covenants and agreements herein contained, the sum of $1.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 

ARTICLE I

 

DEFINITIONS

 

In addition to the other terms defined in this Agreement, the following terms for purposes of this Agreement have the meanings hereinafter specified:

 

(a) “Accounts Receivable” means all receivables (including, without limitation, accounts receivable, loans receivable and customer advances) arising from or related to the Business.

 

(b) “Action” has the meaning set forth in Section 7.1(j).

 

(c) “Affiliate” means any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, a Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

 

(d) “Agreement” has the meaning set forth in the preamble.

 

Asset Purchase Agreement – Page 1
 

 

(e) “Assignment and Assumption Agreement” means the document attached to this Agreement as Exhibit “C” entitled “Assignment and Assumption Agreement”.

 

(f) “Assumed Contracts” has the meaning set forth in Section 2.1(c).

 

(g) “Assumed Liabilities” has the meaning set forth in Section 2.3.

 

(h) “Bill of Sale” means the document attached to this Agreement as Exhibit “B” entitled as “Bill of Sale”.

 

(i) “Books and Records” has the meaning set forth in Section 2.1(e).

 

(j) “Business” means the secure managed file transfer software business operated by Seller.

 

(k) “Business Day” means any day that is not a Saturday, Sunday or any other day on which banks are required or authorized by law to be closed in the State of North Carolina.

 

(l) “Buyer” has the meaning set forth in the preamble.

 

(m) “Cash Portion” has the meaning set forth in Section 3.1.

 

(n) “Closing” has the meaning set forth in Section 6.1.

 

(o) “Closing Date” has the meaning set forth in Section 6.1.

 

(p) “Closing Lock-Up Value” has the meaning set forth in Section 8.5.

 

(q) “Closing Statement” means a memorandum directing disbursement of a portion of the Purchase Price in accordance with this Agreement, duly executed by Seller and Buyer.

 

(r) “Collection Period” has the meaning set forth in Section 3.3(a).

 

(s) “Compete” has the meaning set forth in Section 5.1.

 

(t) “Confidential Information” means information concerning the Business or affairs of Seller, including information relating to customers, clients, suppliers, distributors, investors, lenders, consultants, independent contractors or employees, customer and supplier lists, price lists and pricing policies, cost information, financial statements and information, budgets and projections, business plans, production costs, market research, marketing plans and proposals, sales and distribution strategies, manufacturing and production processes and techniques, processes and business methods, technical information, pending projects and proposals, new business plans and initiatives, research and development projects, inventions, discoveries, ideas, technologies, trade secrets, know-how, formulae, technical data, designs, patterns, marks, names, improvements, industrial designs, mask works, compositions, works of authorship and other Intellectual Property Rights, devices, samples, plans, drawings and specifications, photographs and digital images, computer software and programming, all other confidential information and materials relating to the Business, and all notes, analyses, compilations, studies, summaries, reports, manuals, documents and other materials prepared by or for Seller containing or based in whole or in part on any of the foregoing, whether in verbal, written, graphic, electronic or any other form and whether or not conceived, developed or prepared in whole or in part by Seller.

 

Asset Purchase Agreement – Page 2
 

 

(u) “Contract” means any contract, obligation, understanding, commitment, lease, license, purchase order, bid or other agreement, whether written or oral or whether express or implied, together with all amendments and other modifications thereto.

 

(v) “Effective Date” has the meaning set forth in the preamble.

 

(w) “Employee Benefit Plan” means any bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance or termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit-sharing, 401(k) pension, or retirement plan, program, agreement or arrangement, and each other employee benefit plan, program, agreement or arrangement, sponsored, maintained or contributed to or required to be contributed to by Seller or by any trade or business, whether or not incorporated, that together with Seller would be deemed a “single employer” within the meaning of Section 4001(b)(l) of ERISA, for the benefit of any employee of Seller, whether formal or informal and whether legally binding or not.

 

(x) “Excluded Assets” has the meaning set forth in Section 2.2.

 

(y) “Excluded Liabilities” has the meaning set forth in Section 2.4.

 

(z) “Financial Statements” has the meaning set forth in Section 7.1(d)(i).

 

(aa) “Goodwill” has the meaning set forth in Section 2.1(i).

 

(bb) “Intellectual Property Rights” means all rights, title, and interest in and to the following, in each case, whether owned by, issued to, used by or licensed to Seller (whether pursuant to a written license or not), related to or used or held for use in connection with the DataExpress product only: (i) registered and unregistered trademarks, service marks, trade dress, logos, slogans, brands, corporate names, trade names and any other indicia of origin, including the registrations and pending applications therefor, and all goodwill associated therewith; (ii) registered and unregistered copyrights and works of authorship, and all registrations and applications for registration of copyrights; (iii) computer software, including electronic and hard copies of any custom software programs, data, databases, and all related underlying software and documentation; (iv) internet domain names, URL registrations, and related emails, websites and related code, graphics, assets and other properties related thereto as well as all rights associated therewith and corresponding email addresses; (v) accounts, directories, and memberships (whether online, by phone, or by paper) including, but not limited to, all social media accounts and handles; and (vi) trade secrets, Confidential Information, and other proprietary data and information (including, without limitation, compilations of data and whether or not copyrighted or copyrightable), ideas, know-how (including, without limitation, all manufacturing techniques and steps related to and otherwise sufficient to manufacture the products and provide the services of the Business), marketing, information, financial and accounting data, recipes, business and marketing plans, customer and supplier lists and related information; provided, however, that the use of the corporate name of DMBGroup and the internet domain name of www.dmbgroup.com shall not be included as an Intellectual Property Right.

 

Asset Purchase Agreement – Page 3
 

 

(cc) “Knowledge of Seller” or any other similar knowledge qualification, means the actual or constructive knowledge of the Members, after due inquiry.

 

(dd) “Liability” means any liability, obligation or commitment of any kind or nature, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due.

 

(ee) “Liens” has the meaning set forth in Section 2.1.

 

(ff) “Lock-Up Period” has the meaning set forth in Section 3.1(c).

 

(gg) “Member” and “Members” have the meaning set forth in the preamble.

 

(hh) “Member Loans” means the amount of loans from the Members to Seller in the aggregate amount of $97,689.

 

(ii) “Note” means the document attached to this Agreement as Exhibit “A” entitled “Promissory Note”.

 

(jj) “Party” and “Parties” have the meaning set forth in the preamble.

 

(kk) “Person” means any individual, corporation, limited liability company, partnership, company, sole proprietorship, joint venture, trust, estate, association, organization, labor union, governmental body or other entity.

 

(ll) “Prevailing Party” means that Party who, in light of the issues litigated and the court’s decision on those issues, was determined by the court to be more successful in the action, but need not be the Party who actually received a judgment.

 

(mm) “Purchase Price” has the meaning set forth in Section 3.1.

 

(nn) “Purchased Assets” has the meaning set forth in Section 2.1.

 

(oo) “Restraint Period” has the meaning set forth in Section 5.1.

 

(pp) “Retained Accounts Receivable” means all Accounts Receivable, but not including the Transferred AR.

 

(qq) “Seller” has the meaning set forth in the preamble.

 

(rr) “Territory” has the meaning set forth in Section 5.1.

 

(ss) “Transfer Taxes” has the meaning set forth in Section 10.3.

 

Asset Purchase Agreement – Page 4
 

 

(tt) “Transferred AR” means that certain Accounts Receivable due from Visa in the amount of Four Hundred Forty-Seven Thousand Five Hundred Seven and NO/100s Dollars ($447,507.00).

 

(uu) “Transferred AR Payment” has the meaning set forth in Section 3.3(e).

 

(vv) “Transferred Cash” has the meaning set forth in Section 2.1(g).

 

(ww) “Transferred Equipment” has the meaning set forth in Section 2.1(g).

 

(xx) “Transferred Landstar Shares” has the meaning set forth in Section 3.1.

 

(yy) “Unsatisfied Prepaid Services” means obligations, responsibilities and Liabilities, which are created through the prepayment of services collected by Seller on or before Closing under any Assumed Contract, that are related to the servicing of any of Seller’s clients and customers not yet provided by Seller before Closing.

 

(zz) “Valuation Date” has the meaning set forth in Section 8.5.

 

(aaa) “Valuation Date Stock Price” has the meaning set forth in Section 8.5.

 

(bbb) “Visa AP” means the accounts payable of Seller that is due and payable to Comforte that is related to the revenue on the Transferred AR in the amount of Twenty Thousand Two Hundred Ninety-Seven and NO/100s Dollars ($20,297.00).

 

ARTICLE II

 

PURCHASE AND SALE

 

Section 2.1 Purchase and Sale of Assets. In accordance with the provisions of this Agreement, at Closing Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and accept, free and clear of any mortgage, pledge, lien, charge, security interest, claim or other encumbrance (“Liens”), all of Seller’s right, title and interest in and to all of the following assets (other than the Excluded Assets) that are used primarily in the operation of the Business (collectively, the “Purchased Assets”):

 

(a) the Transferred AR;

 

(b) all Intellectual Property Rights, to the extent such rights and interests are assignable by Seller to Buyer under applicable law and the terms and provisions of any agreements governing the Intellectual Property Rights;

 

(c) Seller’s rights and interests under all Contracts with customers of the Business, both written or oral, to the extent such rights and interests are assignable by Seller to Buyer under applicable law and the terms and provisions of any such Contracts (the “Assumed Contracts”);

 

Asset Purchase Agreement – Page 5
 

 

(d) all rights under any warranties and indemnification obligations (whether implied or express) received from suppliers related to the Business;

 

(e) all business, employee and financial records, books, ledgers, files, correspondence, documents, lists, studies and reports, including customer lists, customer invoices, customer delivery receipts, supplier lists and equipment repair, maintenance, service, personnel, payroll, employee benefit, quality control and insurance records related to the operations of the Business during the two (2) year period immediately preceding the Closing Date, whether written, electronically stored or otherwise recorded (the “Books and Records”);

 

(f) Seller’s rights and interests under all non-solicitation agreements and non-competition agreements executed by persons employed by Seller in connection with the operation of the Business, to the extent such rights and interests are assignable by Seller to Buyer under applicable law and the terms and provisions of such agreements;

 

(g) cash in the amount of Eighty-One Thousand and NO/100s Dollars ($81,000.00) (the “Transferred Cash”);

 

(h) furniture, fixtures and equipment specified on Schedule 2.1(h) (the “Transferred Equipment”); and

 

(i) the goodwill of Seller and each Member associated with the Purchased Assets (the “Goodwill”).

 

Section 2.2 Excluded Assets. Seller will retain ownership of the following assets of Seller and/or the Business (the “Excluded Assets”):

 

(a) cash, cash equivalents and cash on hand, except for the Transferred Cash;

 

(b) tangible personal property;

 

(c) all Retained Accounts Receivable;

 

(d) exclusive rights to the use of the name DMBGroup;

 

(e) exclusive rights to the internet domain name www.dmbgroup.com;

 

(f) lease to the Seller’s current facility;

 

(g) except for the Transferred Equipment, all furniture, furnishing and equipment, including without limitation all computer and electronic equipment in the Members’ respective offices;

 

Asset Purchase Agreement – Page 6
 

 

(h) all of Seller’s assets not included in the Purchased Assets; and

 

(i) all of Seller’s bank and credit card accounts, including, without limitation, Seller’s checking account.

 

Section 2.3 Assumed Liabilities. On the Closing Date, Buyer shall assume and agree to discharge all of the following duties and obligations of the Seller (collectively, the “Assumed Liabilities”): (i) Seller’s duties and obligations to be performed after the Closing under the Assumed Contracts and/or the Purchased Assets, including without limitation obligations related to the servicing of the clients and customers that are part of the Assumed Contracts and/or the Purchased Assets; (ii) the Unsatisfied Prepaid Services; (iii) Member Loans (to be paid pursuant to Section 2.5); and (iv) Visa AP. Unless otherwise specified in this Agreement, the Assumed Liabilities will not include, and Buyer shall not assume, any of Seller’s obligations, commitments or Liabilities arising from or related to any default, breach or violation of any such Assumed Contract due to activities or events occurring on or prior to the Closing, including any default or breach by Seller of any representation, warranty, covenant, agreement or obligation pursuant to any Assumed Contracts, except that any such obligation, commitment or Liability related to any Unsatisfied Prepaid Services shall be considered a part of the Assumed Liabilities. Other than the Assumed Liabilities, Buyer shall not assume any Liabilities of Seller as of the Closing Date.

 

Section 2.4 Excluded Liabilities. All of Seller’s Liabilities, other than the Assumed Liabilities, as of the Closing Date (the “Excluded Liabilities”) will remain the sole responsibility of and will be retained, paid, performed and discharged as and when due by Seller.

 

Section 2.5 Payment of Member Loans. Pursuant to Section 2.3, the Member Loans constitute a portion of the Assumed Liabilities. Buyer agrees to pay Seller the amount of the Member Loans upon the earliest of the following to occur:

 

(a) the date Buyer completes and collects sales revenues from the CPU upgrades to Visa (anticipated to be completed on or before December 31, 2019);

 

(b) the date Buyer completes and collects sales revenues from Evertec for new licenses; or

 

(c) December 31, 2020.

 

ARTICLE III

 

PURCHASE PRICE

 

Section 3.1 Purchase Price; Lockup. The purchase price shall be Two Million Seven Hundred Thousand and NO/100s Dollars ($2,700,000.00) (the “Purchase Price”) payable by Buyer to Seller as follows: (i) Four Hundred Ten Thousand and NO/100s Dollars ($410,000.00) (the “Cash Portion”) pursuant to Section 3.3(e); (ii) promissory note in favor of the Seller with a principal amount of Nine Hundred Forty Thousand Dollars ($940,000) in the form of the Note; and (iii) delivery of 1,849,315,068 shares of Buyer’s common stock representing One Million Three Hundred Fifty Thousand Dollars ($1,350,000) (the “Transferred Landstar Shares”) as determined by the average closing share price of the common stock for the ten days immediately preceding the Closing.

 

Asset Purchase Agreement – Page 7
 

 

Each Member and the Seller agrees with the Buyer that, during the period beginning on the Closing Date through and including the date that is the three hundred sixty fifth (365th) day after the Closing Date (the “Lock-Up Period”), they will not, without the prior written consent of the Buyer, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Buyer common stock (including, without limitation, common stock which may be deemed to be beneficially owned by them in accordance with the rules and regulations promulgated under the Securities Act of 1933, as the same may be amended or supplemented from time to time (such shares, the “Beneficially Owned Shares”)) or securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the holder has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the common stock or securities convertible into or exercisable or exchangeable for Buyer’s common stock. Notwithstanding any provision in this Agreement, including without limitation any provision in this Article III, or any provision in the Note, to the contrary, no provision in this Agreement or the Note shall be construed to prohibit any of the following: (y) Seller (as Payee) from exercising any rights in the Note to convert payments due to Seller into Buyer’s stock; or (z) Seller from transferring any stock in the Buyer from Seller to any Member or to any heir or family member of any Member.

 

Section 3.2 Allocation of Purchase Price. The Purchase Price shall be allocated as follows: (i) $2,500.00 to Seller’s non-compete; (ii) $2,500.00 to the Members’ non-compete; (iii) $410,000.00 to the Transferred AR; (iv) $1,142,500 to the Intellectual Property Rights; and (v) the remaining $1,142,500 of the Purchase Price to Goodwill. The Parties acknowledge that the value of the Transferred Equipment is zero. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

 

Section 3.3 Retained Accounts Receivable and Transferred AR Balances. The Parties acknowledge that the Assets being purchased in this Agreement include the Transferred AR, but do not include the Retained Accounts Receivable. The following provisions shall apply to the collection of Retained Accounts Receivable and Transferred AR balances:

 

(a) Collection. Buyer shall use all commercially reasonable efforts to collect all Retained Accounts Receivable balances for at least twelve (12) months after the Closing Date (the “Collection Period”).

 

(b) Remittance – Retained Accounts Receivable Balances. Buyer shall remit to Seller all amounts collected for any Retained Accounts Receivable account within ten (10) days following the date Buyer receives such payment. Unless otherwise specified in this Agreement, all payments to any accounts receivable for a particular customer shall first be applied to the oldest balance on such Accounts Receivable balance.

 

Asset Purchase Agreement – Page 8
 

 

(c) Remittance – Transferred AR Balances. If Seller receives any payments for balances included in the Transferred AR, then Seller shall remit to Buyer all such amounts collected within ten (10) days following the date Seller receives such payment.

 

(d) Turnover of Uncollected Accounts. Upon the expiration of the Collection Period, the Parties acknowledge that any uncollected Retained Accounts Receivable balances shall remain the property of the Seller and Seller retains the right to continue collection of such balances or dispose of such balances as Seller deems appropriate; except, however, at Buyer’s election, the Parties may agree for Buyer to continue such collections efforts on behalf of Seller.

 

(e) Payment of Transferred AR Payment and Visa AP; Cash Portion. The Parties acknowledge and anticipate that the amount of the Transferred AR, which is Four Hundred Forty-Seven Thousand Five Hundred Seven and NO/100s Dollars ($447,507.00) (the “Transferred AR Payment”), shall be received by Seller directly from Visa (the customer of the Transferred AR) as a direct payment into a bank account owned by Seller. Upon Seller’s collection of the full Transferred AR Payment, the amount of the Transferred AR Payment shall be considered payments as follows: (1) payment of the Cash Portion of the Purchase Price (which is $410,000.00); (2) payment to reduce the balance of the Member Loans, which is an Assumed Liability assumed by Buyer, in the amount of Seventeen Thousand Two Hundred Ten and NO/100s Dollars ($17,210.00); and (3) payment of the Visa AP (which is $20,297.00).

 

Section 3.4 Allocation of Income and Expense.

 

(a) If, on or after the Closing Date, Buyer makes any payment under any Assumed Contract for a liability that arises before the Closing Date and is not an Assumed Liability, or pays any other pre-closing operating expense of Seller that is not included as an Assumed Liability, then Seller agrees to reimburse Buyer, promptly after receipt of reasonably satisfactory supporting documentation, for such amount. Notwithstanding any provision in this Agreement to the contrary, Seller shall not be obligated to reimburse Buyer pursuant to the provisions of this paragraph for payment of any Unsatisfied Prepaid Service.

 

(b) If Seller, on or after the Closing Date, makes any payment for any liability that arises on or after the Closing Date, makes any payment for any Assumed Liability (including without limitation any Unsatisfied Prepaid Service), or makes payment for any other post-closing operating expense of Buyer, then Buyer agrees to reimburse Seller, promptly after receipt of reasonably satisfactory supporting documentation, for such amount.

 

Section 3.5 Payment of Cash Portion. Buyer shall pay the Cash Portion to Seller pursuant to the provisions of Section 3.3(e) and this Section 3.5. If Visa pays the Transferred AR Payment directly to Buyer, then Buyer shall pay the Cash Portion to Seller within ten (10) days following Buyer’s receipt of the Transferred AR Payment, and Buyer shall be responsible to pay the Visa AP directly to Comforte. If Visa fails to pay the Transferred AR Payment to Buyer or Seller on or before October 31, 2019, then Buyer shall pay the Cash Portion directly to Seller on or before October 31, 2019, and Buyer shall be responsible to pay the Visa AP directly to Comforte.

 

Asset Purchase Agreement – Page 9
 

 

ARTICLE IV

 

CONDITIONS TO CLOSING

 

Section 4.1 Conditions to Seller’s Obligation. Seller’s obligation to consummate the transactions contemplated by this Agreement is subject to the satisfaction, or Seller’s written waiver, at or prior to the Closing of each of the following conditions:

(a) The representations and warranties of Buyer contained in Section 7.2, shall have been true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby;

 

(b) Buyer shall have duly performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, observed and complied with on its part prior to or as of Closing hereunder; and

 

(c) Buyer shall have delivered to Seller the Purchase Price, duly executed counterparts to the other agreements, instruments and documents required to be delivered at the Closing and such other deliveries of Buyer as set forth in Section 6.3.

 

(d) Buyer shall have offered employment packages to each Member for employment with Buyer upon terms and conditions mutually acceptable to Buyer and each Member.

 

Section 4.2 Conditions to Buyer’s Obligation. Buyer’s obligation to consummate this transaction is subject to the satisfaction, or Buyer’s written waiver, at or prior to Closing or at such other time as specified below of each of the following conditions:

 

(a) Completion of Buyer’s due diligence investigation of Seller with results satisfactory to Buyer in its sole discretion;

 

(b) The representations and warranties of Seller contained in Section 7.1 shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect;

 

(c) Tax returns of Seller for the calendar years 2016, 2017 and 2018 shall have been true, correct and all in all material respects when made, and shall be true and correct in all material respects on the Closing Date;

 

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(d) Seller shall have duly performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement prior to or as of Closing; and

 

(e) Seller shall have delivered to Buyer duly executed counterparts to the other agreements, instruments and documents required to be delivered at the Closing and such other deliveries set forth in Section 6.2.

 

ARTICLE V

 

RESTRICTIVE COVENANTS

 

Section 5.1 Noncompetition. Recognizing Buyer’s need to protect the Goodwill of the Business being purchased and to induce Buyer to purchase the Business and the Purchased Assets, each of Seller and the Members covenants and agrees with Buyer that, if the transactions contemplated by this Agreement are closed, Seller and each Member will not directly or indirectly (including through an Affiliate of Seller) and shall cause its, his or her Affiliates, to not, during the Restraint Period (as defined below):

 

(a) within the Territory (as defined below), compete with Buyer with respect to the Business as presently or previously conducted by Seller or Buyer; provided, that, Seller and the Members shall not be deemed in breach of this Section 5.1 for its, his or her passive ownership of up to one percent (1.0%) of the equity securities of a publicly-traded company;

 

(b) solicit, divert, or take away or attempt to solicit, divert or take away from Buyer, for the benefit of any other Person in a manner that is detrimental to the Buyer, any customer of Buyer that was a customer of Seller as of the Closing Date or at any time within two (2) years prior to the Closing Date;

 

(c) solicit for hire (whether as an employee or independent contractor) any employee or independent contractor of the Business, or encourage any such employee or independent contractor to terminate his or her relationship with the Business;

 

(d) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Business to cease doing business with the Business, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Business (including making any negative statements or communications about Buyer or any of its Affiliates including Seller); or

 

(e) divert or attempt to divert any or all of Buyer’s or its Affiliates’ customers’ or suppliers’ business with such Person from such Person in violation of this Agreement or applicable law (including the violation of any trade secrets law).

 

As used herein the term “compete” shall include engaging in competition, whether by the sale of products or services offered by Seller as of the Closing Date, directly or indirectly, as a proprietor, principal, agent, representative, employee, consultant, partner, or equity holder. As used herein, the term “Territory” means the United States of America or, if that is too broad, the States of Texas and North Carolina. For the avoidance of doubt, the Parties hereby acknowledge and agree that Buyer has a substantial and legitimate business interest throughout the Territory. As used herein, the term “Restraint Period” means the period of three (3) years following the Closing Date.

 

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Section 5.2 Confidential Information. Recognizing Buyer’s need to protect the Goodwill of the Business being purchased and to induce Buyer to purchase the Business and the Purchased Assets, each of Seller and the Members covenants and agrees with Buyer that, if the transactions contemplated by this Agreement are closed, neither Seller nor the Members will disclose or use or otherwise exploit for Seller’s or Members’ own benefit, for the benefit of any other Person, or for the benefit of any competitor of Seller, or to harm or damage Buyer or the Business, any Confidential Information. The covenant contained in this Section 5.2 shall survive for a period of five (5) years following the Closing Date; provided, however, that with respect to those items of Confidential Information which constitute trade secrets under applicable law, the obligations of confidentiality and nondisclosure as set forth in this Section 5.2 shall continue to survive after said five-year period to the greatest extent permitted by applicable law. The rights of Buyer contained in this Section 5.2 are in addition to those rights Buyer has under the common law or applicable statutes for the protection of trade secrets.

 

Section 5.3 Assistance in Transferring Members’ Goodwill. Following the Closing Date, the Members shall provide reasonable assistance to Buyer upon Buyer’s reasonable written request, in such a manner and upon such times and at such locations as the Members shall approve or determine in their reasonable discretion, in order to effect the transfer of any portion of the Goodwill associated with each Member to Buyer.

 

Section 5.4 Remedies. Seller acknowledges that irreparable loss and injury would result to Buyer or Seller upon any breach of any of the covenants contained in Section 5.1 or Section 5.2 and that damages arising out of such breach would be difficult to ascertain. Seller agrees that, in addition to all the remedies provided at law or at equity Buyer may petition and seek from a court of law or equity, without bond, both temporary and permanent injunctive relief to prevent a breach by Seller of any such covenant.

 

Section 5.5 Reformation. If any court determines that any one or more of the restrictive covenants contained in Section 5.1 or Section 5.2 or any part thereof, is unenforceable because of the duration of such provision or the territory covered thereby, such court shall have the power to reduce the duration or territory of such provisions, and, in its reduced form, such provisions shall then be enforceable and shall be enforced.

 

Section 5.6 Independence. The covenants of Seller contained in this ARTICLE V shall each be construed as agreements independent of each other and of any other provision in this Agreement and the unenforceability of one shall not affect the remaining covenants.

 

Section 5.7 Reasonable Restraint. It is agreed by the Parties that the covenants of Seller contained in this ARTICLE V are necessary for the legitimate business interests of Buyer and impose a reasonable restraint on Seller in light of the activities and Business of Buyer on the Effective Date.

 

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ARTICLE VI

 

CLOSING

 

Section 6.1 Time and Place. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place no later than the Effective Date, or such other date mutually agreed to in writing by the Parties (the “Closing Date”). The Closing shall be handled primarily by the exchange of scanned signature pages, wire transfer of funds, and communications via telephone, email, fax and other mutually acceptable means of telecommunication, or in such other manner and such place as the Parties may agree.

 

Section 6.2 Items Delivered by Seller. At the Closing (unless otherwise stated), Seller shall execute, acknowledge (where appropriate) and deliver to Buyer the following:

 

(a) Payment of the Transferred Cash to Buyer;

 

(b) The Bill of Sale duly executed by Seller, transferring the Purchased Assets to Buyer;

 

(c) The Assignment and Assumption Agreement duly executed by Seller;

 

(d) A good standing certificate from the taxing authorities in the jurisdictions that impose taxes on Seller or where Seller has a duty to file tax returns in connection with the transactions contemplated by this Agreement and evidence that the Seller is in good standing in those jurisdictions;

 

(e) A certificate of the secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the Members of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder;

 

(f) The domain transfer authorization codes from the registrar(s) for the all websites owned by Seller, except for www.dmbgroup.com; and

 

(g) Such other appropriate instruments of transfer as Buyer may reasonably request in connection with the transfer to Buyer of the Purchased Assets intended to be conveyed to it hereby.

 

Section 6.3 Items Delivered by Buyer. At the Closing, Buyer shall duly execute, acknowledge (where appropriate) and deliver to Seller:

 

(a) The Transferred Landstar Shares;

 

(b) The Note duly executed by Buyer;

 

(c) The Assignment and Assumption Agreement duly executed by Buyer;

 

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(d) The resolutions of Buyer’s board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and

 

(e) Such other appropriate instruments as Seller may reasonably request in connection with the purchase by Buyer of the Purchased Assets and the transactions contemplated by this Agreement.

 

ARTICLE VII

 

REPRESENTATIONS AND WARRANTIES

 

Section 7.1 Seller and Member Representations and Warranties. As of the Closing Date, Seller and each Member represents and warrants to Buyer as follows:

 

(a)

Organization and Authority of Seller; Enforceability. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its organization and has all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a material adverse effect. The execution and delivery by Seller of this Agreement and the performance of its obligations hereunder have been duly authorized by any and all necessary corporate action, and upon execution and delivery by Seller, this Agreement shall constitute the legal, valid and binding obligation of Seller enforceable in accordance with its terms.

 

(b)

No Conflict. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (i) violate or conflict with the articles of incorporation, bylaws or other organizational documents of Seller; (ii) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Seller or the Purchased Assets; (iii) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration or modification of any obligation or loss of any benefit under any Contract or other instrument to which Seller is a party or to which any of the Purchased Assets are subject, except as set forth on Schedule 7.1(b)(iii); or (iv) result in the creation or imposition of any Lien on the Purchased Assets. No consent, approval, waiver or authorization is required to be obtained by Seller from any Person in connection with the execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby.

 

(c)

Title to Purchased Assets; Condition of Assets. Seller has good and marketable title to the Purchased Assets free and clear of all Liens, creditor’s claims, encumbrances on title and third-party interests. The Purchased Assets in good condition and are adequate for the uses to which they are being put, and none of such Purchased Assets are in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. No Member owns, in their individual capacity, any of the Purchased Assets.

 

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(d)

Financial Statements; Undisclosed Liabilities; Indebtedness.

 

(i) Seller has previously furnished to Buyer the following financial statements (collectively, the “Financial Statements”): the unaudited balance sheets, statements of income and cash flow of Seller for calendar years 2016, 2017 and 2018. The Financial Statements have been prepared in accordance with Seller’s historical practice, consistently applied, by Seller without modification of the accounting principles used in the preparation thereof through the periods covered thereby, fairly present the financial condition and results of operations of Seller for such periods, and are correct and complete.

 

(ii) The Books and Records are complete and correct in all material respects, form the basis for the Financial Statements, represent actual bona fide transactions to which Seller is a party, and reflect in all material respects the assets, liabilities, financial position, results of operations and cash flows of Seller. All computer-generated reports and other computer output included in the Books and Records are complete and correct in all material respects and were prepared in accordance with Seller’s historical business practices. Seller’s management information systems are adequate for the preservation of relevant information and the preparation of accurate reports.

 

(iii) As of the Closing Date, Seller has no Liabilities other than: (i) Liabilities disclosed on the Financial Statements; (ii) accounts payable and accrued expenses incurred after the date of the Financial Statements in the ordinary course of business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of Contract, breach of warranty, tort, infringement or violation of law); and (iii) the Unsatisfied Prepaid Services.

 

(e) Absence of Changes. Since March 31, 2019:

 

(i) Seller has not sold, leased, transferred or assigned any asset, other than for fair consideration in the ordinary course of business;

 

(ii) Seller has not (1) conducted its Business outside the ordinary course of business consistent with past practices, (2) made any loan to, or entered into any other transaction with, any of its directors, officers or employees, except as set forth on Schedule 7.1(e)(ii)(2), (3) entered into any employment Contract or modified the terms of any existing employment Contract, except as set forth on Schedule 7.1(e)(ii)(3), (4) granted any increase in the base compensation of any of its directors, officers or employees other than in the ordinary course of business consistent with past practices, except as set forth on Schedule 7.1(e)(ii)(4), or (5) adopted, amended, modified or terminated any Employee Benefit Plan or other Contract for the benefit of any of its directors, officers or employees;

 

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(iii) to the Knowledge of Seller, there has not been (1) any loss of any material distribution channel, sales location, other material customer or other material supplier, or material source of supply of inventory, utilities or contract services or the receipt of any oral or written notice that such a loss may be pending or that there may be a material change in the relationship between Seller and any of the foregoing, (2) any occurrence, event or incident related to Seller outside of the ordinary course of business, except as set forth on Schedule 7.1(e)(iii)(2), or (3) any material adverse change in the Business, operations, properties, prospects, assets, Liabilities or condition (financial or otherwise) of Seller and no event has occurred or circumstance exists that may result in any such material adverse change, except as set forth on Schedule 7.1(e)(iii)(3); and

 

(iv) Seller has not agreed or committed to any of the foregoing.

 

(f) Transferred AR. All Transferred AR that are reflected on the balance sheets or the accounting records of Seller as of the Closing Date represent valid obligations arising from products actually sold or services actually performed by Seller in the ordinary course of business. To the Knowledge of Seller, there are no contests, claims or rights to set-off, other than returns in the ordinary course of business, under any Contracts with any obligors of any Transferred AR relating to the amount or validity of such Transferred AR which are material in the aggregate.

 

(g) Contracts. Seller has delivered to Buyer a correct and complete copy of each written Assumed Contract. Each Assumed Contract, is legal, valid, binding, enforceable, in full force and effect and to the Knowledge of Seller, will continue to be so on identical terms following the Closing Date. Each Assumed Contract, with respect to the other parties to such Assumed Contract is legal, valid, binding, enforceable, in full force and effect and to the Knowledge of Seller, will continue to be so on identical terms following the Closing Date. To the Knowledge of Seller, Seller is not in breach or default, and to the Knowledge of Seller, no event has occurred that with notice or lapse of time would constitute a breach or default, or permit termination, modification or acceleration, under any Assumed Contract. No other party is in breach or default, and no event has occurred or circumstance exists that with or without notice or lapse of time would constitute a breach or default, or permit termination, modification or acceleration, under any Assumed Contract. No party to any Assumed Contract has repudiated any provision of any Assumed Contract.

 

(h) Customers and Suppliers. Except as set forth on Schedule 7.1(h), since December 31, 2018, no customer or supplier of Seller has notified Seller orally or in writing of a likely decrease in the volume of purchases from or sales to Seller, or a decrease in the price that any such customer is willing to pay for products or services of Seller, or an increase in the price that any such supplier will charge for products or services sold to Seller, or of the bankruptcy or liquidation of any such customer or supplier.

 

(i) Product and Service Warranties. Each product manufactured, sold, leased or delivered and each service provided by Seller has been in conformity with all applicable contractual commitments and all express and implied warranties. Seller does not have any Liability (and to the Knowledge of Seller, there is no basis for any present or future proceeding against Seller that could give rise to any Liability) for replacement or repair of any such product or service or other damages in connection therewith. No product manufactured, sold, leased or delivered or any service provided by Seller is subject to any guaranty, warranty or indemnity beyond the applicable standard terms and conditions of sale or lease. Seller does not have any Liability, and to the Knowledge of Seller, there is no basis for any present or future proceeding against Seller that could give rise to any Liability, arising out of any injury to any individual or property as a result of the ownership, possession or use of any product manufactured, sold, leased or delivered or any service provided by Seller.

 

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(j)

Legal Proceedings. There is no claim, action, suit, proceeding or governmental investigation (“Action”) of any nature pending or, to the Knowledge of Seller, threatened or anticipated against or by Seller or the Members (a) relating to or affecting Seller, the Members, Purchased Assets or the Business or any asset owned or used by Seller; or (b) that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To the Knowledge of Seller, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

 

(k)

Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller or the Members other than IAG, which will be paid pursuant to a separate written agreement between IAG and Seller.

 

Section 7.2 Buyer’s Representations and Warranties. As of the Effective Date and the Closing Date, Buyer represents and warrants as follows to Seller and the Members:

 

(a)

Organization and Authority of Buyer; Enforceability. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state of its organization, and is duly authorized to carry on its business as presently conducted by it. The execution and delivery by Buyer of this Agreement and the performance by Buyer of its obligations hereunder have been duly authorized by any and all necessary corporate action, and upon execution and delivery by Buyer, this Agreement shall constitute the legal, valid and binding obligation of Buyer, enforceable in accordance with its terms.

 

(b)

No Conflict. The execution, delivery and performance by Buyer of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with the articles of incorporation, bylaws or other organizational documents of Buyer; (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Buyer; or (c) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration or modification of any obligation or loss of any benefit under any agreement or other instrument to which Buyer is a party. No consent, approval, waiver or authorization is required to be obtained by Buyer from any Person in connection with the execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby. 

 

(c) Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer. Buyer agrees to indemnify and hold harmless Seller and the Members from any losses or liabilities that may arise as a result of any reasonable claims, demands or causes of action for any such fee or commission.

 

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(d) Legal Proceedings. There is no Action of any nature pending or, to the Knowledge of the Buyer, threatened or anticipated against or by Buyer which might prevent or challenge its ability to enter into this Agreement or consummate the transactions contemplated in this Agreement.

 

(e) Financial Capacity. Buyer is financially solvent, able to pay its debts as they mature and, Buyer has committed sources of capital sufficient to pay the Purchase Price when due and otherwise perform its obligations hereunder. To Buyer’s knowledge, there are no facts or circumstances in existence that could reasonably be expected to interfere with, delay or otherwise impede its ability to pay the Purchase Price, when due.

 

ARTICLE VIII

 

ADDITIONAL AGREEMENTS AND COVENANTS

 

Section 8.1 Employees. It is anticipated that Seller’s employees who desire to stay on post-Closing will have the opportunity to be employed by Buyer. However, Buyer expressly reserves the right to not offer continued employment to those individuals that Buyer reasonably decides to not retain.

 

Section 8.2 Public Announcement. The Parties agree that no public release or announcement concerning this Agreement or the transactions contemplated hereby shall be issued by any Party without the prior written consent of the other Parties (which consent may not be unreasonably withheld, conditioned or delayed), except for such release or announcement as may be required by law, in which case the Party required to make the release or announcement shall use its reasonable best efforts to allow the other Party reasonable time to comment on such release or announcement in advance of such issuance.

 

Section 8.3 Payment of Excluded Liabilities. Seller will, and Members will cause Seller to, pay, perform and discharge the Excluded Liabilities as and when due.

 

Section 8.4 Further Cooperation After Closing. At the request of either Buyer or Seller at any time after the Closing Date, Buyer and Seller shall promptly execute or cause to be executed such documents as shall be reasonably required to effectuate the transfer of the Purchased Assets as contemplated by this Agreement. Such documents may include, without limitation, all those necessary to transfer in accordance with this Agreement all interests of any nature held by Seller in any of the Purchased Assets.

 

Section 8.5 Additional Transferred Landstar Shares. The Parties shall additionally determine the value of the Transferred Landstar Shares on the date that the Lock-Up Period expires (the “Valuation Date”). The value of the Transferred Landstar Shares as of the Valuation Date shall be determined by multiplying the closing share price for Buyer’s common stock on the Valuation Date (the “Valuation Date Stock Price”) by the number of common stock shares of Buyer that are included in the Transferred Landstar Shares paid to Seller at Closing (the “Closing Lock-Up Value”). If the Closing Lock-Up Value as of the Valuation Date is less than One Million Three Hundred Fifty Thousand Dollars ($1,350,000), then no later than five (5) business days after the Valuation Date, Buyer shall issue to Seller the additional number of shares of common stock of the Buyer (using the Valuation Date Stock Price) necessary so that the total value of the Transferred Landstar Shares as of the Valuation Date equals One Million Three Hundred Fifty Thousand Dollars ($1,350,000).

 

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ARTICLE IX

 

INDEMNIFICATION

 

Section 9.1 Survival. Subject to the limitations and other provisions of this Agreement, the representations, warranties, covenants and agreements of the Parties contained herein and all related rights to indemnification shall survive the Closing and shall remain in full force and effect until the date that is eighteen (18) months following the Closing Date. All covenants and agreements of the Parties contained herein shall survive the Closing indefinitely or for the period explicitly specified therein. Notwithstanding the foregoing, any claims asserted in writing by notice from the Party seeking indemnification under this Agreement to a Party with indemnification obligations under this Agreement prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claim and any other claim(s) reasonably related thereto shall survive until finally resolved as long as such claim is diligently pursued by the Party asserting such claim.

 

Section 9.2 Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless Seller, the Members, their Affiliates and respective officers, directors, employees and agents from and against any and all claims, judgments, damages, Liabilities, settlements, losses, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from ore relating to:

 

(a) any breach or inaccuracy, or any allegation of any third party that, if true, would be a breach or inaccuracy, of any representations or warranties of Buyer contained in this Agreement or any document to be delivered hereunder;

 

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement or any document to be delivered hereunder;

 

(c) any Assumed Liability; or

 

(d) any claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Buyer or any of its Affiliates conducted, existing or arising after the Closing Date.

 

Seller shall give Buyer reasonably prompt written notice after Seller receives notice of any such matter; provided, however, that Seller’s failure or delay to give a reasonably prompt notice of any such matter shall not release, waive or otherwise affect Buyer’s indemnity obligations with respect to such matter except to the extent that actual loss or prejudice occurs as a result of such failure or delay.

 

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Section 9.3 Indemnification by Seller and the Members. Seller and each Member, jointly and severally, shall defend, indemnify and hold harmless Buyer, its Affiliates and their respective officers, directors, employees and agents against and from any and all claims, judgments, damages, Liabilities, settlements, losses, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from or relating to:

 

(a) Any breach or inaccuracy, or any allegation of any third party that, if true, would be a breach or inaccuracy, of any of the representations or warranties Seller contained in this Agreement;

 

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement or any document to be delivered hereunder;

 

(c) any Excluded Liability; or

 

(d) any claim based upon, resulting from or arising out of the Business, operations, properties, assets or obligations of Seller or any of its Affiliates conducted, existing or arising after the Closing Date, unless otherwise specified in this Agreement.

 

Buyer shall give Seller reasonably prompt written notice after Buyer receives notice of any such matter; provided, however, that Buyer’s failure or delay to give a reasonably prompt notice of any such matter shall not release, waive or otherwise affect Seller’s indemnity obligations with respect to such matter except to the extent that actual loss or prejudice occurs as a result of such failure or delay.

 

Section 9.4 Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Purchase Price for tax purposes, unless otherwise required by law.

 

Section 9.5 Effect of Investigation. Buyer’s right to indemnification or other remedy based on the representations, warranties, covenants and agreements of Seller contained herein will not be affected by any investigation conducted by Buyer with respect to, or any knowledge acquired by Buyer at any time, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement, except that any the liability of the Party to be indemnified for such item shall be eliminated if such item is disclosed completely and accurately in the disclosure schedules to this Agreement.

 

Section 9.6 Cumulative Remedies. The rights and remedies provided in this ARTICLE IX are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

 

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ARTICLE X

 

MISCELLANEOUS

 

Section 10.1 Prevailing Party. In the event a Party institutes legal proceedings to enforce its rights under this Agreement, the Prevailing Party in any such proceeding shall be entitled to recover its reasonable attorney fees and court costs from the non-prevailing Party.

 

Section 10.2 Bulk Sales Laws. Each of Buyer and Seller hereby waives compliance by the other with the bulk sales law of any jurisdiction in connection with the transactions contemplated hereby.

 

Section 10.3 Transfer Taxes. All transfer, recording, documentary, sales, use, stamp, registration and other such Taxes and fees (including any related penalties and interest) incurred in connection with this Agreement (collectively, “Transfer Taxes”) shall be timely paid by Seller when due, and Seller shall, at its sole expense, timely file all necessary tax returns and other documentation with respect to all such Transfer Taxes and fees, and, if required by applicable law, Buyer shall, and shall cause their respective Affiliates to, join in the execution of any such tax returns and other documentation.

 

Section 10.4 Transactional Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses.

 

Section 10.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina regardless of conflict of laws principles.

 

Section 10.6 Time of the Essence. Time is of the essence with respect to this Agreement; provided, however, if any time period or deadline under this Agreement ends on a day other than a Business Day, then the time period shall be extended until the next Business Day.

 

Section 10.7 No Third-Party Beneficiaries. This Agreement does not confer any rights or remedies upon any Person (including any employee of Seller) other than the Parties, their respective successors and permitted assigns and, as expressly set forth in this Agreement, any indemnified Party.

 

Section 10.8 Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, among the Parties with respect to the subject matter of this Agreement (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes a complete and exclusive statement of the terms of the agreement among the Parties with respect to such subject matter.

 

Section 10.9 Severability. If any provision of this Agreement is declared void or unenforceable by a final judicial or administrative order, this Agreement shall continue in full force and effect, except that the void or unenforceable provision shall be deemed deleted and replaced with a provision as similar in terms to such void or unenforceable provision as may be possible and be valid and enforceable.

 

Asset Purchase Agreement – Page 21
 

 

Section 10.10 Binding Effect. All covenants, agreements, warranties and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns.

 

Section 10.11 Notices. Except as otherwise provided herein, all notices, demands or other communications required or permitted to be given hereunder shall be in writing, and any and all such items shall be deemed to have been duly given when delivered in person; or as of the third Business Day after mailing by U.S. mail, certified, return receipt requested, postage prepaid; or as of the immediately following Business Day after deposit with Federal Express or other similar overnight courier service; or if sent via email transmission to the address set forth below, on the day transmitted to the addressee if such day is a Business Day (as hereafter defined) and the notice is transmitted prior to 5:00 p.m. Eastern Time, or if transmitted after 5:00 p.m. Eastern Time on a Business Day, or if transmitted on a non-Business Day, such notice via facsimile shall be deemed effective on the next Business Day. All such notices shall be properly addressed as follows or to such other address or facsimile number that a Party may hereafter designate by sending written notice thereof pursuant to the terms of this section:

 

If to Seller or the Members:

 

Billy Whittington

811 Lake Haven Court

Highland Village, Texas 75077

 

With a copy (which shall not constitute notice) to:

 

Metcalf Adair Law Firm, PLLC

566 N. Kimball Ave., Suite 140

Southlake, Texas 76092

Attention: Lance Metcalf

Lance@LMRALaw.com

 

If to Buyer:

 

Landstar, Inc.

101 J Morris Commons Lane, Suite 105

Morrisville, NC 27560

Attention: Jason Remillard, CEO

Jason@data443.com

 

With a copy (which shall not constitute notice) to:

 

Nelson Mullins Riley & Scarborough LLP

4140 Parklake Avenue, Second Floor

Raleigh, NC 27612

Attention: David Mannheim

David.Mannheim@NelsonMullins.com

 

Asset Purchase Agreement – Page 22
 

 

Section 10.12 Headings. The headings of paragraphs and sections of this Agreement are for purposes of convenience and reference and shall not be construed as modifying the paragraphs or sections in which they appear.

 

Section 10.13 Waiver. The failure or delay of any Party to insist upon compliance of any provision hereof will not operate as and is not to be construed as a waiver or amendment of the provisions or of the right of the aggrieved Party to insist upon compliance with such provision or to take remedial steps to recover damages or other relief for non-compliance. Any express waiver of a breach of any provision of this Agreement will not operate and is not to be construed as a waiver of any other or subsequent breach, irrespective of whether occurring under similar or dissimilar circumstances.

 

Section 10.14 Counterparts; Facsimiles. This Agreement may be executed in multiple counterparts, each of which shall serve as an original for all purposes, but all copies shall constitute but one and the same Agreement, binding on all Parties hereto, whether or not each counterpart is executed by all Parties hereto, so long as each Party hereto has executed one or more counterparts hereof. A signed counterpart of this Agreement faxed, or scanned and emailed, by a Party to another Party will constitute delivery by the sending Party to the recipient Party, may be treated by the recipient Party as an original, and will be admissible as evidence of such signed and delivered counterpart.

 

Section 10.15 Interpretation Presumption. The Parties agree that each has, by counsel or otherwise, actively participated in the finalization of this Agreement and, in the event of a dispute concerning the interpretation of this Agreement or any paragraph or other portion thereof, each Party hereby waives the doctrine that an ambiguity should be interpreted against the Party which has drafted the document or the particular portion thereof.

 

Section 10.16 No Inducement. The Parties hereto waive any right to assert a claim that they were induced to enter into this Agreement by any representation, fact, occurrence, agreement, promise, statement or warranty made by any Party or any Party’s agent which is not expressly set forth in this Agreement.

 

[The Remainder of this Page is Left Intentionally Blank]

 

[Signature Page to Follow]

 

Asset Purchase Agreement – Page 23
 

 

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

 
SELLER:
   
 
DMBGROUP, LLC
 
a Texas limited liability company
 
 
 
 
By:
 
 
Name:
Billy Whittington
 
Title:
Manager
 
 
 
 
BUYER:
   
 
LANDSTAR, INC.
 
a Nevada corporation
   
 
By:
 
Name:
 
 
Title:
 

 

 
MEMBERS:
 
 
   
 
Billy Whittington
 
 
   
 
Deidre Whittington
 
 
   
 
Michelle Marost

 

Asset Purchase Agreement – Page 24
 

 

EXHIBIT “A”

 

PROMISSORY NOTE

 

  
 

 

EXHIBIT “B”

 

BILL OF SALE

 

  
 

 

EXHIBIT “C”

 

ASSIGNMENT AND ASSUMPTION AGREEMENT

 

  
 

 

ATTACH DISCLOSURE SCHEDULES

 

  
 

> ENT> EX-4.2 3 ex4-2.htm

 

Exhibit 4.2

 

PROMISSORY NOTE

 

$940,000.00 September 16, 2019

 

FOR VALUE RECEIVED pursuant to this Promissory Note (this “Note”), as of September 16, 2019 (the “Effective Date”), the undersigned Landstar, Inc., a Nevada Corporation (the “Maker”) promises to pay to the order of DMBGroup, LLC, a Texas limited liability company (the “Payee”), at the address set forth below for notices to Payee, or at such other place as Payee may from time to time designate, in lawful money of the United States of America, the principal sum of Nine Hundred Forty Thousand and NO/100s Dollars ($940,000.00) (the “Principal”). Contemporaneously with the execution of this Note, the Maker (as the Buyer) and Payee (as the Seller) entered into that certain Asset Purchase Agreement, dated as of the Effective Date, whereby the Maker purchased certain assets used in Payee’s secure managed file transfer software business (the “Purchase Agreement”), a copy of which is attached hereto as Exhibit “A” and is hereby incorporated for all purposes.

 

1. Definitions. Capitalized terms not otherwise defined in this Note shall have the meaning assigned to such terms in the Purchase Agreement.
   
2. Interest. This Note shall bear simple interest, beginning on the Effective Date, on the outstanding Principal at the rate of the lesser of Six Percent (6.00%) per annum or the maximum rate permitted by applicable law. Interest shall be calculated on the actual number of days elapsed over a 360-day year, but applied on a per annum basis of a year of 365 or 366 days, as the case may be.
   
3. Payment. All payments will be applied first to accrued interest and the remainder to reduction of the Principal. The Payment of the Principal and Interest shall be payable in twenty-four (24) equal monthly amortized installments of Forty-One Thousand Six Hundred Sixty-One and 37/100 Dollars ($41,661.37) each, beginning on October 15, 2019 and continuing on the first (1st) day of each succeeding month for twenty-four (24) months with the final payment due on September 15, 2021, (the “Monthly Installment”).
   
4. Prepayments. Maker shall have the right to prepay the Principal in whole or in part at any time without premium or penalty.
   
5. Conversion of Monthly Installments.

 

  a. Permissive Conversion of Monthly Installments. At any time before this Note has been paid in full, at the request of the Payee (the “Conversion Notice”), the Payee may convert any Monthly Installments that have not yet been paid by Maker into shares of Maker’s common stock (the “Conversion”). Payee may request a Conversion no more than one (1) Conversion during any calendar month. The term “Conversion Shares” shall mean the shares of Maker’s common stock issued or issuable upon any Conversion.
     
  b. Conversion Price. The Conversion price shall be a sum equal to the average closing share price of Maker’s common stock for the five (5) days immediately preceding the Conversion, less twenty percent (20%).

 

Promissory Note – Page 1
 

 

  c. Conversion Notice. The Conversion Notice shall specify the Principal, the Monthly Installment to be converted, and the date on which the Conversion is to occur, which shall be the effective date specified in the Conversion Notice as long as such effective date is no earlier than the date Payee sends such Conversion Notice to Maker (the “Conversion Date”). If no Conversion Date is specified in the Conversion Notice, the Conversion Date shall be the due date for the next Monthly Installment.
     
  d. No Surrender of Note. To effect Conversion Notices under this Note, the Payee shall not be required to physically surrender this Note to Maker unless the entire Principal of this Note plus the interest accrued shall have been either paid or converted in its entirety.
     
  e. Effect of Conversion. Conversions shall have the effect of lowering the outstanding Principal in an amount equal to the Monthly Installment.
     
  f. Nature of Common Stock Issued.

 

    i. When issued according to this Section 5, the Conversion Shares will be legally and validly issued, fully paid-for, vested, and earned as of issuance; provided, however, that the Conversion Shares shall be subject to the lock-up period specified in Section 3.1 of the Purchase Agreement.
       
    ii. Within seven (7) days of the Conversion Date, the Maker shall deliver to the Payee a certificate or certificates representing the Conversion Shares issuable by reason of that particular Conversion in the name of the Payee. The issuance of certificates for shares of Conversion Shares shall be made without charge.

 

6. Time of Essence. Time is of the essence with respect to all of Maker’s obligations and agreements under this Note.
   
7. Events of Default and Remedies. Payee shall have the right and option, without further notice, to declare the unpaid balance of the Principal and accrued but unpaid interest on this Note immediately due and payable, and to exercise any and all of the rights and remedies provided to Payee under this Note and applicable law, if Maker fails to make a payment in whole or in part when due as provided for in this Note and such failure to pay continues for a period of five (5) business days after the delivery of written notice of such default to Maker by the holder of this Note.
   
8. No Waiver of Payee’s Future Rights or Remedies. No failure or delay on the part of Payee in exercising any right, remedy, power or privilege under this Note shall operate as a waiver of such right, remedy, power or privilege, nor shall a single or partial exercise of any power or right preclude other or further exercise or the exercise of any other power or right. Enforcement by the holder of this Note for any payment due under this Note shall not constitute an election by such holder of remedies so as to preclude the exercise of any other remedy available to such holder.

 

Promissory Note – Page 2
 

 

9. Maker’s Waiver of Rights. Except as otherwise specified in this Note, Maker and all endorsers and sureties hereby jointly and severally waive all exemption rights under any applicable law, and also waive presentment for payment, demand, notice of nonpayment, valuation, appraisement, protest, demand, dishonor, notice of protest, notice of intent to accelerate, notice of acceleration, and all other notices, and without further notice hereby consent to renewals, extensions, or partial payments either before or after maturity.
   
10. Costs of Collection. If this Note is placed in the hands of any attorney for collection after default by Maker, or is collected by suit or through probate or bankruptcy proceeding, Maker agrees to pay reasonable attorneys’ fees and disbursements in addition to other amounts due.
   
11. Severability. The invalidity, or unenforceability in particular circumstances, of any provision of this Note shall not extend beyond such provision or such circumstances and no other provision of this Note shall be affected such invalidity or unenforceability.
   
12. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, sent by nationally-recognized overnight delivery service or sent by certified or registered mail, postage prepaid, return receipt requested, address as set forth below; receipt shall be deemed to occur on the earlier of the date of actual receipt or receipt by the sender of confirmation that the delivery was completed or that the addressee has refused to accept such delivery or has changed its address without giving notice of such change as set forth herein or within three (3) business days from the date the notice was deposited in the United States mail:

 

if to Payee, to: if to Maker, to:
   
DMBGroup, LLC Landstar, Inc.
ATTN: Billy Whittington ATTN: Jason Remillard, CEO
811 Lake Haven Court 101 J Morris Commons Lane, Suite 105
Highland Village, Texas 75077 Morrisville, NC 27560

 

  Either Party may change its respective address or addressee by giving notice of such change to the other Party in the manner provided in this Section. For this purpose only, unless and until such written notice is actually received, the address and addressee specified for each Party shall be deemed to continue in effect for all purposes.
   
13. Usury Savings. Interest on the debt evidenced by this Note will not exceed the maximum rate or amount of nonusurious interest that may be contracted for, taken, reserved, charged, or received under applicable law. Any interest in excess of that maximum amount will be credited on the Principal or, if the Principal has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if the excess interest has already been paid, credited on the Principal or, if the Principal has been paid, refunded. This provision overrides any conflicting provisions in this Note and all other instruments concerning the debt.

 

Promissory Note – Page 3
 

 

14. Governing Law. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF TEXAS OR ANY JURISDICTION OTHER THAN THE STATE OF TEXAS). THE PARTIES ACKNOWLEDGE THT EXCLUSIVE VENUE FOR ANY ACTION, PROCEEDING, OR SUIT ARISING FROM OR OUT OF, EITHER DIRECTLY OR INDIRECTLY, THIS NOTE SHALL BE IN FEDERAL OR STATE COURT IN DENTON COUNTY, TEXAS.
   
15. Headings. The headings of the sections of this Note are inserted for convenience only and shall not be deemed to constitute a part of this Note.

 

IN WITNESS WHEREOF, Maker has executed this Note effective as of the Effective Date.

 

LANDSTAR, INC.  
a Nevada corporation  
   
By:                  
Name:    
Title:    

 

Promissory Note – Page 4
 

 

EXHIBIT “A”

 

ASSET PURCHASE AGREEMENT

 

     
     

 

> ENT> EX-99.1 4 ex99-1.htm

 

Exhibit 99.1

 

 

LANDSTAR INC. COMPLETES AQUISITION OF DATAEXPRESS™ -
SECURE, MANAGED FILE TRANSFER PLATFORM

 

Global leading purveyor of Secure Data Transport services joins the Data443 team to deliver
game-changing Data Privacy, Governance and Compliance service

 

DALLAS, T.X., September 17, 2019 - LandStar, Inc. (OTCPK: LDSR) (“LandStar” or the “Company”), the parent company of Data443 Risk Mitigation, Inc. (“Data443”), a leading data security and privacy software company, today announced it has completed the acquisition of DataExpress™ one of the world’s leading vendors for secure sensitive data transfer for hybrid cloud.

 

Key Takeaways:

 

  Key value propositions for existing Data443 customer base – including data privacy, sensitive data delivery, storage and fully transparent data transport services
 

Hybrid cloud architecture will enable key new business segments, including support for major vendors like Amazon AWS, Microsoft Azure, Alibaba Cloud and others
  Existing flagship customer base key to support continued growth for Data443 in the financial services sector
 

Strategic partnerships with major hardware vendors such as HPE™ extend Data443 reach into new segments
  Accretive acquisition delivering over $1.4 million in annual revenues and in excess of $0.8 million of adjusted cash flows
 

Total deal valued at $2.8 million in cash, note payable, stock and assumed liabilities

 

For 28 years, DataExpress™ has provided products and capabilities to the retail and financial services industries that ensure data security, privacy and efficiency across both private and public networks. Their industry leading HPE™ DataExpress™ for NonStop and SaaS product DataExpress Open Platform, both schedule, route, format, securely transfer and track all forms of data at every step of the process.

 

   
 

 

DataExpress products are capable of moving increasingly more terabytes of data a day in financial transaction data for leading banks, insurance, retail and utilities providers, and is well-positioned for healthcare, telecom and media environments. Data transfers continue to increase in volume, causing greater risk, sensitivity and overall value to organizations.

 

“We are exceptionally pleased to complete this acquisition, which provides our customers the additional capabilities of the DataExpress™ product line. Data is a critical asset for any organization and increasingly it is at risk – at rest and more so while in transit. We feel this is a major anchor for our product line and a significant competitive differentiator,” said Jason Remillard, CEO of LandStar, Inc. and founder of Data443. “To be compliant with regulations like Sarbanes-Oxley, GDPR, CCPA, HIPAA – you need capabilities like DataExpress. Our competitors recommend these capabilities – we have them. The DataExpress asset acquisition is yet another milestone in delivering Data443’s vision of a complete data privacy, security and governance ecosystem that is unique and unrivalled in the marketplace.”

 

The sensitive data and file transfer market continues to rapidly expand and is anticipated to grow to $2.3B by 2026 with a CAGR of 7.9% according to Transparency Market Research. Factors contributing to the tremendous market growth include global data security regulations and escalating sophistication of malicious attacks on vulnerable endpoints, devices and networks. This growth is supported by the entrance of major players in the file and data transfer space including Dropbox, Microsoft OneDrive, Google Drive and Box. Taking market share from incumbents like Barracuda, SolarWinds and Ipswitch will be accelerated by the addition of data privacy and governance capabilities within Data443’s combined product suite.

 

“We are excited to join the Data443 team at this critical time for data privacy, governance and security,” said Billy Whittington, co-founder and CEO of DataExpress. “Never has security for data in flight been more important – we feel our time has come and this is the perfect avenue for our team to leverage our knowledge, product and customer base. Our product is superbly engineered, right-sized for all types of cloud requirements and myriad privacy, encryption and data protection requirements – just the sort of capabilities that Data443 champions on a daily basis. This cadence, stance and methodology is exactly what we’ve been looking for as a group, and we are excited to engage on this new data security challenge we have in front of us.”

 

The Company has already added the product line to its existing sales and marketing plan. Its existing distributors and partners will be trained on the platform and the distributed system will be offered to the existing hybrid services offering clients for both archiving and data movement services via its on premises and cloud product line. Additionally, forthcoming cloud and private cloud offerings will leverage the DX-Open Platform product line.

 

The company expects to complete staff and major back office integration efforts during Q4 2019.

 

   
 

 

About LandStar, Inc.

 

LandStar, Inc. (OTCPK: LDSR), through its wholly owned subsidiary DATA443 Risk Mitigation, Inc., enables secure data – across local devices, network, cloud, and databases – at rest and in flight. Its suite of products and services is highlighted by: (i) ArcMail, which is a leading provider of simple, secure and cost-effective email and enterprise archiving and management solutions; (ii) ARALOC™, which is a market leading secure, cloud-based platform for the management, protection and distribution of digital content to the desktop and mobile devices, which protects an organization’s confidential content and intellectual property assets from leakage — malicious or accidental — without impacting collaboration between all stakeholders; (iii) ClassiDocs™, the Company’s award-winning data classification and governance technology, which supports CCPA, LGPD and GDPR compliance; (iv) ClassiDocs for Blockchain, which provides an active implementation for the Ripple XRP that protects blockchain transactions from inadvertent disclosure and data leaks; (v) Data443 Privacy Manager™, which is integrated with ClassiDocs to do the delivery portions of GDPR and CCPA as well as process Data Privacy Access Requests – removal request – with inventory by ClassiDocs; enables the full lifecycle of Data Privacy Access Requests, Remediation, Monitoring and Reporting; (vi) Data443 Protect™, which provides nearly instant Cloud-deployed Data Loss Prevention capabilities with false positive rates unmatched enabled by ClassiDocs™; (vii) the Data443 Virtual Data Protection Officer program that offers a turnkey and outsourced DPO capability for smaller organizations; (viii) DATAEXPRESS™, the leading Data transport, transformation and delivery product trusted by leading financial organizations worldwide; and (ix) the WordPress GDPR Framework with over 20,000 active users enables organizations of all sizes to comply with the GDPR and other privacy frameworks. For more information, please visit http://www.data443.com.

 

Forward-Looking Statements

 

The statements contained in this release that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursuant,” “target,” “continue,” and similar expressions are intended to identify such forward-looking statements. The statements in this press release that are not historical statements, including statements regarding LandStar’s plans, objectives, future opportunities for LandStar’s services, future financial performance and operating results and any other statements regarding LandStar’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts, are forward-looking statements within the meaning of the federal securities laws. These statements are not guarantees of future performance and are subject to numerous risks, uncertainties, and assumptions, many of which are beyond LandStar’s control, and which could cause actual results to differ materially from the results expressed or implied by the statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict, and include, without limitation, results of litigation, settlements and investigations; actions by third parties, including governmental agencies; volatility in customer spending; global economic conditions; ability to hire and retain personnel; loss of, or reduction in business with, key customers; difficulty with growth and integration of acquisitions; product liability; cybersecurity risk; and, anti-takeover measures in our charter documents. These and other important risk factors are described more fully in our reports and other documents filed with the Securities and Exchange Commission (“the SEC”), including under “Part I, Item 1A. Risk Factors”, in our Registration Statement on Form 10 filed with the SEC on January 11, 2019 and amended on April 24, 2019. Any forward-looking statement is made only as of the date of which such statement is made. Except as otherwise required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise.

 

   
 

 

Data443™, ClassiDocs™, ARALOC™ and DATAEXPRESS™ are registered trademarks of Data443 Risk Mitigation, Inc.

 

All product names, trademarks and registered trademarks are property of their respective owners. All company, product and service names used in this website are for identification purposes only. Use of these names, trademarks and brands does not imply endorsement.

 

All other trademarks cited herein are the property of their respective owners.

 

For Further Information:

 

Follow us on Twitter: https://twitter.com/data443Risk

Follow us on Facebook: https://www.facebook.com/data443/

Follow us on LinkedIn: https://www.linkedin.com/company/data443-risk-mitigation-inc/

Signup for our Investor Newsletter: https://www.data443.com/investor-relations/

 

Investor Relations Contact:

 

Matthew Abenante

Porter, LeVay & Rose, Inc.

data443@plrinvest.com

212.564.4700

 

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Additional Files
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0001493152-19-014339.txt   Complete submission text file   345165
ex99-1_001.jpg 5 GRAPHIC 10235

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