Exhibit
10.1
ACQUISITION
AGREEMENT
This Acquisition Agreement
(“Agreement”) dated as of March 23, 2007, is made and
entered into by and among Optionable, Inc., a corporation organized
pursuant to the laws of State of Delaware (“Buyer”),
Peter Holmquist, Douglas Town, and Joseph Mc Hugh
(“Sellers”).
WHEREAS , the Seller desires to sell and assign certain
assets to the Buyer and the Buyer desires to purchase and receive
such assets;
WITNESSETH:
NOW, THEREFORE, in consideration of the premises
and the representations, warranties, covenants and agreements
contained herein, and intending to be legally bound, the Parties
hereto agree as follows:
SECTION
1. Sale and Purchase of the Acquired
Assets
2.1 Agreement to Sell and Purchase
. Subject to the terms, agreements,
warranties, representations and conditions of this Agreement,
Sellers hereby agree to sell, convey, transfer, assign and deliver
to Buyer, and Buyer hereby agrees to purchase, all of Sellers
rights, title and interest in and to the Sellers client list,
intellectual property used in the course of Sellers derivatives
brokerage and trading business, associated intangible properties
and associated goodwill (the “Acquired
Assets”).
2.2 Assumption of Liabilities
. The Buyer is not assuming any
liabilities of Sellers whether or not they relate to the Acquired
Assets.
2.3 Allocation of Purchase Price
.
The Parties shall negotiate in good
faith an allocation of the purchase price.
SECTION
2. Purchase Price As consideration for the Acquired
Assets:
2.1
Cash . Buyer shall pay to the Sellers as follows:
$400,000 concurrent with the execution hereof ($160,000 to Peter
Holmquist, $120,000 to Douglas Town, $120,000 to Joseph McHugh),
$400,000 ($160,000 to Peter Holmquist, $120,000 to Douglas Town,
$120,000 to Joseph McHugh) eighteen months from the execution
hereof, and $400,000 ($160,000 to Peter Holmquist, $120,000 to
Douglas Town, $120,000 to Joseph McHugh) on the third anniversary
hereof.
2.2
Warrants . Concurrent with the execution hereof, Buyer
shall grant to Sellers warrants to purchase 900,000 shares of
Buyer’s common stock (“Common Shares”) (360,000
to Peter Holmquist, 270,000 to Douglas Town, and 270,000 to Joseph
McHugh) exercisable for five years and at an exercise price per
share equal to $5 per share. 33 1/3% of such warrants shall be
immediately exercisable and 66 2/3% such warrants shall become
exercisable if the Sellers are collectively responsible for at
least $1 million in energy-related brokerage fees during the
12-month period following the effective date of this
agreement.
In lieu of
exercising the Warrant by paying the exercise price in cash, the
Warrant may be exercised in whole at any time or in part from time
to time prior to the expiration date of the Warrant, by the Seller
by surrendering the Warran
