Common use of Spin out Clause in Contracts

Spin out. At or prior to the Closing Date, the GMG intellectual properties, products, assets, the VGTel name, and business will be spun out from VGTel, Inc. to ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ in exchange of the following: 1. Cancelling 1,246,000 common shares of VGTel, Inc. owned by ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇. . 2. Transferring all accounts receivable and accounts payable to NYN International. 3. Forgiveness of Officer’s Loan to the Company amounting to $31,323 to the Company. 4. Forgiveness of $6,250 in accrued expenses owed to ▇▇▇▇ ▇▇▇▇▇▇ for development. 5. Forgiveness of $6,480 accrued expenses owed to NYN International, a company owned by ▇▇▇ ▇▇▇▇▇▇. .

Spin out. At or prior to the Closing Date, the GMG intellectual properties, products, assets, the VGTel name, and business will be spun out from VGTel, Inc. to ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ in exchange of the following: 1. Cancelling Forfeiting to the buyer 1,246,000 common shares of VGTel, Inc. owned by ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇. ▇ which shares are part of the 5,618,900 of the “Acquired Shares”. 2. Transferring all accounts receivable and accounts payable to NYN International. 3. Forgiveness of Officer’s Loan to the Company amounting to $31,323 to the Company. 4. Forgiveness of $6,250 in accrued expenses owed to ▇▇▇▇ ▇▇▇▇▇▇ for development. 5. Forgiveness of $6,480 accrued expenses owed to NYN International, a company owned by ▇▇▇ ▇▇▇▇▇▇. .