Asset Purchase Agreement
Between
Cimbix Corporation, PetsMobility, Inc.
and On4 Communications, Inc.
ASSET SALE AGREEMENT made January 30, 2006, between On4 Communications, Inc.,
a Federally Incorporated Canadian Corporation located at 135-11300 No. 5 Road
("Seller"), on the one hand, and Cimbix Corporation, a Washington corporation,
located at #134-9663 Santa ▇▇▇▇▇▇ Blvd, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
("Cimbix") PetsMobility, Inc., a Nevada corporation that is a wholly-owned
subsidiary of Buyer (the "Subsidiary"), on the other hand.
WHEREAS, Seller owns certain assets relating to its wireless communications
business and; Seller wishes to sell and Cimbix wishes to buy certain but not
all of such assets; and
WHEREAS, Cimbix intends to contribute the purchased assets to the Subsidiary,
which will operate the business related to such purchased assets (hereinafter
Cimbix and the Subsidiary shall be referred to collectively as "Buyer").
NOW THEREFORE, in consideration of the premises and the mutual representations,
warranties and covenants set forth herein, Seller and Buyer agree that:
Section 1: SALE AND PURCHASE
1.1 Sale and Purchase of Certain Assets
On and subject to the terms and conditions set forth in this Agreement, Seller
shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase from
Seller, all of the assets identified on Exhibit A (the "Sold Assets") for the
consideration stated on Exhibit A (the "Purchase Price").
1.2 Assets Excluded; Liabilities Not Assumed
Seller shall not sell nor Buyer purchase any assets other than the Sold Assets
and, except for Buyer's assumption of obligations arising after the Closing
under the contracts specifically identified on Exhibit A, Buyer shall not, and
shall not be required to, assume or be obligated to pay, discharge or perform,
any debts, liabilities, adverse claims or obligations of any kind or nature
whatsoever of Seller, whether in connection with the Sold Assets or otherwise
and whether arising before or after the consummation of the transactions
contemplated herein, or bear any cost or charge with respect thereto.
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Section 2: REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer that:
2.1 Corporate Status and Authority
Seller is a corporation duly organized, validly existing, and in good standing
under Canadian Law and has all corporate power and authority to conduct its
business involving the Sold Assets now being conducted; the execution, delivery
and performance of this Agreement have been duly authorized by its Board of
Directors and (to any extent necessary) its shareholders; and this Agreement
and such other agreements are the legal, valid and binding agreements of
Seller, enforceable according to their respective terms.
2.2 Taxes
There are no tax liens on any of the Sold Assets except for liens for taxes not
yet due and payable, and no tax liens will at any time be asserted against the
Sold Assets for or on the basis of taxes that are due and payable, or are
accrued even though not due or payable, at any time before the Closing.
2.3 Consents
No consent, authorization or approval of any third party or governmental
authority is required for the execution and delivery by Seller of this Agreement
or the consummation by Seller of the transactions contemplated hereby, and there
exist no right-of-first-refusal or other preferential purchase rights with
respect to any of the Sold Assets.
2.4 Title
Seller has and will convey to Buyer hereunder good and marketable title to all
of the Sold Assets, free and clear of all defects, liens, charges, lease or
conditional sale obligations, licenses, and other encumbrances, defects or
rights in third parties, except those identified and pertaining to Exhibit "A."
2.5 Compliance with Applicable Law
Seller is in compliance in all material respects with all laws, regulations,
governmental orders or judgments applicable to its business and has all domestic
and foreign licenses, permits and other governmental authorization necessary for
the conduct of its business utilizing the Sold Assets.
Section 3: REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller that:
3.1 Corporate Status and Authority
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Cimbix is a corporation duly organized, validly existing, and in good standing
under Washington State Law and has all corporate power and authority necessary
for its execution, delivery and performance of this Agreement. Subsidiary is a
corporation duly organized, validly existing, and in good standing under Nevada
State Law and has all corporate power and authority necessary for its execution,
delivery and performance of this Agreement.
3.2 Due Authorization
The execution, delivery and performance of this Agreement by Buyer have been
authorized by its Board of Directors and (to any extent necessary) its
shareholders; Buyer has all requisite authorization to enter into and perform
this Agreement; and this Agreement is the legal, valid and binding agreement of
Buyer, enforceable according to its terms.
Section 4: THE CLOSING
4.1 Date and Place of Closing
The closing of the transactions contemplated hereby (the "Closing") shall be
held at ▇▇▇-▇▇▇▇▇ ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ on January 31, 2006 or at such
other place and time as Seller and Buyer shall agree. The date on which the
Closing shall occur is herein called the "Closing Date."
4.2 Certain Closing Actions and Obligations
At the Closing:
(a) Seller shall:
(i) deliver a ▇▇▇▇ of Sale and Assignment in the form of Exhibit E, together
with such other assignments, deeds, bills of sale and other agreements,
documents and instruments, all in form reasonably satisfactory to Buyer's
counsel, as are necessary for the sale, transfer and vesting of title in Buyer
of all of the Sold Assets in accordance with and as contemplated by this
Agreement.
(b) Buyer shall:
(i) deliver to Seller an agreement of assumption substantially in the form of
Exhibit F assuming obligations and liabilities arising after the Closing Date
under the contracts that are included in the Sold Assets and identified on
Exhibit A, and
(ii) transfer to Seller US $250,000 in newly issued shares of Cimbix
Corporation from the stock transfer agent at a price of US $0.13 per share.
(c) The parties acknowledge the previous payment of US $50,000 cash by Buyer
to Seller, making the aggregate purchase price for the Sold Assets US $300,000.
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Section 5: MISCELLANEOUS
5.1 Governing Law
This Agreement and the other documents and transactions contemplated hereby
shall be construed in accordance with, and governed by, the laws of the
Province of British Columbia without regard, however, to its rules regarding
conflicts of laws.
5.2 Binding Effect
This Agreement shall be binding upon, inure to the benefit of, and be
enforceable by the parties and their respective legal representatives,
successors, and permitted assigns.
5.3 Entire Agreement Modification
This Agreement contains the entire agreement between the parties hereto with
respect to the transactions contemplated herein and no representation,
promise, inducement, or statement of intention relating to the transactions
contemplated by this Agreement has been made by any party that is not set
forth in the Agreement. This Agreement shall not be modified or amended except
by an instrument in writing signed by or on behalf of the parties hereto.
5.4 Assignments
Neither party shall assign its rights and/or obligations hereunder without
the prior written consent of the other party to this Agreement.
5.5 Survival
All covenants, agreements, representations and warranties made by Seller or
Buyer hereunder or pursuant hereto shall survive the Closing Date and the
consummation of the transactions contemplated herein.
5.6 Allocation of Purchase Price
The purchase price (and the portion of the aggregate purchase price hereunder
properly allocable to each item) of the Sold Assets is as stated on Exhibit A.
5.7 Expenses
Except as otherwise specifically provided herein, all fees, costs, and
expenses incurred by each party hereto in connection with the negotiation,
authorization, and performance of this Agreement shall be paid by the party
incurring the same.
5.8 Right of first refusal to the re-sale of assets
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Cimbix Corporation shall provide On4 Communications, Inc with a right of first
refusal to buy back all or part of the assets sold in this transaction.
5.9 Sales Taxes and Recording Fees
Cimbix Corporation shall pay all sales, use, or transfer taxes occasioned by
the transfer of the rights, interests, assets, properties, and estates
described in or contemplated by this Agreement, without regard to whether
such taxes are assessable against Seller or Buyer under applicable law.
Seller shall pay all documentary, filing, and recording fees required in
connection with the filing and recording of any assignments or other
instruments or documents.
5.10 Royalty Revenue
Subsidiary shall pay to On4 Communications, Inc., an ongoing royalty payment
of 20% of net profits before taxes of all net profits before taxes attributable
to the Sold Assets.
(i) Right of Access to Books: On4 shall have reasonable access to the books
and records of Subsidiary at all reasonable times to check all relevant figures
and information affecting or relating to the payment of the royalty under this
Agreement,
(ii) Right to Access after Termination: Notwithstanding termination of this
Agreement, Subsidiary shall permit such examinations to continue to take place
until all outstanding claims have been settled to the reasonable satisfaction
of On4.
Executed and delivered as of the date first stated above.
On4 Communications, Inc.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
By: __________________________
▇▇▇▇▇▇▇ ▇▇▇▇, President
Cimbix Corporation
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
By: __________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇, President
PetsMobility, Inc.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
By: __________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇, Director
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EXHIBIT A
IDENTIFICATION OF THE SOLD ASSETS
1. Domains, Contracts, Licenses, Copyrights, Trademarks, and know-how.
Description of Assets:
Domains
1. ▇▇▇.▇▇▇▇▇▇.▇▇▇
2. ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇
3. ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
4. ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Right of Distribution
1. The non-exclusive worldwide right to distribute the PetsCell through the
PetsMo website.
Contracts
1. MyZone Media
2. On4 Communciations Management
Copyrights and Trademarks*
1. PetsMo
Intangibles
1. Business Plan
2. Marketing Plan
Purchase Price:
US $250,000 USD in Cimbix Corporation's shares at US $0.13 per share
US $50,000 cash paid previously by Buyer to Seller
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