Generation Zero Group Inc., an Atlanta-based Internet marketing company, has entered into an agreement to buy nearly all of Find.com URL Holdings LLC for $3.19 million in cash and notes plus shares worth $13.5 million, most of which will go to Scientigo Inc. for foregoing its option to buy a 40 percent stake in URL Holdings, according to an SEC filing.
The value of the shares is based on Generation Zero's trading price this morning of about 90 cents.
Generation Zero agreed to issue $3.07 million in notes and 1 million shares to URL Holdings, which owns the domain name Find.com. Generation Zero also agreed to pay Charlotte, N.C.-headquartered Scientigo, a developer of search technology, $120,000 in cash and issue 14 million restricted shares.
Generation Zero agreed to issue an additional $1 million worth of shares to Scientigo if Generation Zero ends up selling the 40 percent stake in Find.com to another buyer for more than $50 million plus capital expenditure.
Generation Zero CEO Matthew Krieg is also the president and CEO of URL Holdings.
The agreement with URL Holdings covers 51 membership interests representing 99 percent of the ownership. Generation Zero plans to buy the remaining interest.
Generation Zero previously was called Velocity Oil & Gas Inc. and was headquartered in Houston.
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