EXHIBIT 10.1
AGREEMENT FOR THE
PURCHASE AND SALE
OF ASSETS
by and between
Converge Global
"seller"
and
▇▇. ▇▇▇▇ ▇▇▇▇▇▇
(as "Buyer")
AGREEMENT FOR THE PURCHASE
AND SALE OF ASSETS
THIS AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS ("Agreement"), dated
as of May 16, 2001, by and between ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ ("Buyer"), and Converge
Global, Inc., a Utah corporation ("Seller") with respect to the following:
R E C I T A L S
A. Seller is the operator of the business carried on under the
name Converge Global, (the "Business").
B. Buyer desires to purchase all of the assets of the Business
from Seller and Seller desires to sell the Business on the terms and subject to
the conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained in this Agreement, and other good an
valuable consideration, the parties hereto agree as follows:
1. Assets to be Transferred.
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a. On the Closing Date, Seller shall sell, assign and transfer
or cause to be sold, assigned or transferred, as the case may be, to Buyer the
assets of the Business as set forth on Schedule "A" (hereinafter collectively
referred to as the "Assets") free and clear of all liens, pledges, restrictions,
encumbrances and defects of any nature together with any and all interest of the
Seller in the name "▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇", (the "Website"), and all other
names as listed on Schedule "A", or any substantially similar name, to Buyer.
Seller agrees that it will not use the name "▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇" in any business
that is likely to cause confusion with the business operations of Buyer, on and
after the Closing Date.
b. On or before Closing the Seller shall:
(i) cause the Website to be "cloned" to the
Buyer's server, it being understood that the
Buyer is solely responsible for ensuring
that it has put into place, prior to
closing, all the necessary computer
equipment and peripheral equipment to
seamlessly commence the operation of the
Website, forthwith after Closing. Buyer
further acknowledges and agrees that it will
not be entitled to assume control of the
Website until Closing.
(ii) route the Internet protocol address to the
server of the Buyer to direct all Internet
traffic for the domain name to the Buyer's
server.
(iii) transfer the domain name to the Buyer.
c. Seller agrees to consult with Buyer in configuring
its server, prior to Closing.
2. Price and Terms.
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2.1 Asset Purchase Price. Buyer shall deliver to Seller,
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as and for the purchase price of the Assets, consideration as follows (such
consideration being the "Asset Purchase Price"):
a. Upon the execution of this Agreement, a
notes payable to Converge Global in the amount of $10,000 USD, payable within
120 days.
2.2 Transaction Taxes and Other Closing Costs. Any sales,
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value added, goods and services, use and any transfer taxes, and any transfer,
recording or similar fees and charges arising in connection with the transfer of
the Assets from Seller to Buyer and in connection with the transfer of the
Shares of the Buyer to the Seller, shall be paid by Buyer.
2.3 Commissions and Brokerage Fees. All brokerage fees
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and finder's fees shall be borne by the Party incurring such fees. Each party
hereby represents and warrants that no broker, agent or third party has been
involved in the
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arrangement of this agreement and each agrees to hold the other harmless and
indemnify the other with respect to any claim for brokerage fees, commission
finder's fees, or otherwise.
3. Representations and Warranties by Seller
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In addition to the promises of Seller contained in the Letter of Intent
between Buyer and Seller (the "Letter of Intent"), a true copy of which is
attached hereto as Schedule " ", Seller represents and warrants the following:
3.1 Statement of Site Operations. Seller has made
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available to Buyer copies of all records relevant to the operation of its site,
including daily activity logs as tracked by its independent service provider.
3.2 Title to Assets. Seller has the right to deliver, or
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caused to be delivered to the Buyer, good and merchantable title to the Assets,
free and clear of all liens, pledges, restrictions and encumbrances.
3.3 Contracts Attached hereto as Schedule "B" is a
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Schedule of Contracts listing any contracts, understandings, commitments and
agreements to which Seller is a party, or is bound, with respect to the Website,
including,
a. All oral or written contracts,
understandings or commitments, involving a present or future obligation to
deliver Website services;
b. Any oral or written contract, understanding
or commitment which requires the consent of any party thereto to the
consummation of the transactions contemplated by the Agreement;
c. Any other contract or commitment not listed
on other Schedules hereto which is or may be material to the business or
operation of Seller.
There has not been any default in any obligation to be performed by Seller under
any contract, commitment or agreement which default could adversely affect the
Website operations of the Seller, and Seller has not waived any right under any
such contract, commitment or agreement so as to adversely affect the Website
operations.
True and complete copies of any such written contracts and written summaries of
all such oral contracts will be furnished or made available to Buyer at least
seven days before the Closing Date for review on a confidential basis.
3.4 Trademarks, Licenses, etc. Attached hereto as
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Schedule "C" is a Schedule of Trademarks listing all trademarks, trade names,
trademark licenses, service marks, patents, patent applications therefor,
franchises, licenses, copyrights authorizations, product registrations and other
assets of like kind (hereinafter "licenses and other rights"), any interest in
which is owned by or registered in the name of Seller with respect to the
Website. Seller is an authorized licensee of, and has the unrestricted right to
use, any such licenses and other rights now used in the conduct of the operation
of its Website, as set out in Schedule " " hereto; such licenses or other rights
are in full force and effect and have not been amended or modified. Seller has
performed all obligations required to be performed by it and is not in default
under any of the foregoing. No claims have been asserted against the Seller with
respect to any such licenses and other rights, and no proceedings have been
instituted or threatened which challenge the rights of Seller with respect to
any such licenses and other rights. Seller has not received any notice of
infringement of or conflicts with asserted rights of others with respect to any
such licenses and other rights arising therefrom. No action has been taken or
will be taken prior to Closing Date with respect to such licenses and other
rights without the prior written consent of Buyer other than those customarily
taken consistent with Seller's usual business practices as theretofore
conducted. True and complete copies of all such licenses and other rights will
be furnished or made available to Buyer at least seven days before the Closing
Date for review on a confidential basis.
3.5 Litigation The Seller in not involved in any
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litigation and warrants that there is no actual or threatened litigation,
action, proceeding, claim, complaint, accusation, or governmental investigation
pending or threatened, nor is there basis for any against or affecting Seller or
Seller's assets. There is no outstanding order, judgment or award by any court,
arbitrator or governmental body against or affecting Seller's assets.
3.6 Taxes The Seller is not obligated to collect or
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remit taxes with respect to any operations associated with the Website.
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3.7 Employees. The Seller does not now and has never
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had any employees.
3.8 Indebtedness and Guarantees. The Seller is not
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indebted to any person whatsoever and has never guaranteed the obligations of
any third party.
3.9 Records. Seller maintains its records in accordance
with standard Website protocol and in sufficient detail to reflect accurately
and fairly the transactions on its Website.
3.10 No Violation. There are no consents which will have
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to be obtained prior to Closing Date, save and except as specifically set out in
this Agreement. The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated hereby will not:
a. Violate, conflict with or cause any default
under or acceleration of (or give any party any right to declare any default or
acceleration upon notice or passage of time or both), in whole or in part, any
charter, certificate of incorporation, bylaw, mortgage, lien, deed of trust,
indenture, lease, agreement, instrument, order, injunction, decrees, judgment or
any other restriction of any kind or character to which Seller is a party or by
which it is bound;
b. Result in the creation of any security
interest, lien, encumbrance, adverse claim, proscription or restriction on the
Assets;
c. To the Seller's best knowledge and belief,
violate any statute or any rule or regulation of any governmental body; or
d. To the Seller's best knowledge and belief,
permit any governmental body to impose any restrictions or limitations of any
nature on Seller or its activities.
3.11 Consents. To the Seller's best knowledge and belief,
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no consent, approval, authorization or order of or filing with any court, any
governmental body, or any insurer of or other party to agreements, licenses,
rights and other obligations of Seller is required for the execution and
delivery of this Agreement and the consummation of the transaction contemplated
in this Agreement, save and except as specifically set out in this Agreement.
3.12 Due Authorization and Validity of Agreement. Seller
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has all requisite power and authority to enter into this Agreement, to sell and
convey the Assets and to carry out the other provisions and conditions hereof.
This Agreement has been duly authorized, executed and delivered by Seller and
constitutes a valid and legally binding agreement of Seller enforceable in
accordance with its terms.
3.13 Interim Operations. The business of Seller has been
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conducted only in the ordinary and usual course consistent with past practice.
There have not been any material adverse changes in the financial condition, and
operations of the Website, nor has any condition or state of facts arisen which
has not been disclosed to Buyer which could reasonably be expected to materially
and adversely affect the operations of the Website.
3.14 Full Disclosure. No representation or warranty of
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Seller made in this Agreement, nor any written statement furnished to Buyer
pursuant hereto, or in connection with the transactions contemplated hereby,
heretofore furnished Buyer by Seller, contains or will contain any untrue
statement of a material fact which affects the Assets of Seller, or Seller's
title to the Assets or omits or will omit to state a material fact necessary to
make the statements or facts contained herein or therein not misleading. Seller
has not withheld and will not withhold from Buyer knowledge of any events,
conditions or facts which may affect the Assets or Seller's title to the Assets.
4. Representations, Warranties and Acknowledgement by Buyer.
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The Buyer represents and warrants the following:
4.1 Organization and Good Standing. Buyer is duly
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organized and existing and in good standing under the laws of the State of Utah.
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4.2 Authority. The execution of this Agreement by Buyer,
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its delivery to Seller and the performance of its terms have been fully
authorized by the Board of Directors of Buyer, and no further corporate action
will be necessary on its part to make this Agreement valid and binding upon
Buyer in accordance with its terms. Neither the execution nor delivery of this
Agreement nor its performance will result in a violation or breach of any term
or provision of, nor constitute a default under, its Articles of Incorporation
or By-Laws, or any other law, regulation or restriction of any kind or character
to which Buyer is a party, or by which it is bound,
4.3 Full Disclosure. No representation or warranty of
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Buyer made in this Agreement, nor any written statement furnished to Seller
pursuant hereto, or in connection with the transactions contemplated hereby,
heretofore furnished to Seller by Buyer, contains or will contain any untrue
statement of a material fact which affects the business or financial condition
of Buyer, or omits or will omit to state a material fact necessary to make the
statements or facts contained herein or therein not misleading.
4.4 Shares. The Buyer represents and warrants with
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respect to the Shares, as follows:
a. The attached Schedule "F" discloses fully
the number of authorized and issued shares outstanding and all rights,
restrictions, (including but limited to restrictions on transfer) limitations
and obligations which apply directly, or indirectly to the Shares which form
part of the consideration hereunder.
b. That it will not effect a dilution of the
Seller's shareholdings in the Buyer either by a division or consolidation of
shares, by the issuance of additional shares which would rank in priority or
pari passu with the Shares, as long as the Seller is the holder of the Shares.
c. On closing the Buyer shall authorize the
release of the shares to be delivered under Paragraph 2.1(a) and shall deliver
to Seller shares certificates for the said Shares along with the shares which
form part of the consideration under Paragraph 2.1(b) which shares shall be
fully paid and non-assessable and shall set out the restrictions on transfer,
and the rights with respect to re-purchase those Shares in favour of the Buyer,
including the notice and payment provisions with respect thereto, which shall be
subject to the reasonable approval of the Seller.
d. Buyer shall, forthwith upon closing,
register the Shares in the name of the Seller or as the Seller may in writing
direct on the records of the corporation.
e. That it has the right to issue the shares to
the Seller, as part of the consideration hereunder and to deliver the
certificates as hereinbefore described.
f. That there is no outstanding or threatened
judgment, claim, litigation, proceeding, complaint, accusation or governmental
investigation pending, which would have a detrimental effect on the operations
of the Seller, the value of its assets, or the value of the Shares.
g. That the right to repurchase the shares as
set out in Schedule F hereto shall lapse and be of no further force or effect,
after the expiry of nine months from the Date of Closing.
5. Agreements by Seller.
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5.1 Notices and Approvals.
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a. Seller agrees to obtain all consents,
approvals, permits and authorizations which may be necessary in connection with
the transfer of Assets pursuant to this Agreement including the releases of any
liens and encumbrances attached to the Assets on the date hereof and the Closing
Date.
b. Notwithstanding the above, Buyer shall be
responsible for the cost of transferring and registering the website into its
name and paying any fee to Network Solutions with respect to the transfer.
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5.2 Further Instruments. Seller will, at the request
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of Buyer, execute and deliver to Buyer all such further instruments,
assignments, assurances and documents as Buyer may reasonably request in
connection with the carrying out of this Agreement.
5.3 Sale of Business. Seller is not negotiating with any
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other party for the sale of the Assets and has not entered into any
understanding about a sale, whether binding or not, and unless its negotiations
with Buyer terminate earlier, it will not negotiate for the sale of or offer to
sell its Assets to any other party without Buyer's consent until the date
established as the Closing date.
6. Conditions Precedent to the Obligation of Buyer to Close.
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In addition to the fulfillment of all obligations of Seller contained
in the Purchase Agreement, the obligation of Buyer to close shall be subject to
the following conditions precedent:
6.1 Compliance with Obligations. Fulfillment by Seller of
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its covenants, obligations and agreements as set forth in this Agreement.
6.2 Correctness of Representations. The representations
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of Seller contained in this Agreement shall be accurate in all material respects
on the date when made and shall also be accurate on the Closing Date to the same
extent as if made on such date. Seller shall deliver to Buyer a certificate
dated the Closing Date and executed by such officers of Seller as Buyer shall
reasonably require stating that said representations are accurate in all
material respects as of the Closing Date and that all covenants, agreement and
conditions required by this Agreement to be preformed by Seller prior to Closing
Date have been performed on or prior to the Closing Date.
6.3 Consents Seller shall have delivered to buyer the
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written consent of any licensor of Seller or other party whose written consent
is required pursuant to any agreement or license held by the Seller, to validly
transfer the Assets contemplated by this Agreement to the Buyer, or, in lieu of
such consent, adequate assurances satisfactory to the Buyer, acting reasonably,
that buyer may succeed, in quiet enjoyment to Seller's licenses, and such other
consents, permits and approvals as buyer shall require to validly transfer the
Assets.
6.4 No Injunction On the Closing Date, there shall be no
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effective, injunction, writ, preliminary restraining order or any order of any
nature issued by a court of competent jurisdiction, directing that the
transaction provided for herein not be consummated as herein provided.
7. Conditions Precedent to the Obligation of Seller to Close.
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In addition to the fulfillment of all obligations of Buyer
contained in the Purchase Agreement, the obligation of Seller to close shall be
subject to the following conditions precedent:
7.1 Authorization. Buyer shall represent to Seller that
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the execution of this Agreement and the consummation of the transactions
contemplated hereby are duly authorized by Buyer.
7.2 Correctness of Representations. The representations
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and warranties of Buyer contained in this Agreement shall be accurate in all
material respects on the Closing Date to the same extent as if made on such
date, and Buyer shall represent to Seller that said representations and
warranties are accurate in all respects as of the Closing Date and that all
conditions precedent to Closing to be performed by Buyer shall have been
performed.
7.3 Declaration. The delivery by the Buyer of a sworn
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Declaration, completed by an authorized signing officer of the Buyer, shall in
the absence of evidence to the contrary shall be accepted by the Seller as
conclusive with respect to the matters set out therein.
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8. Other Agreements.
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8.1 Confidentiality. Each party hereto will hold and will
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cause its consultants and advisors to hold in strict confidence, unless
compelled to disclose by judicial or administrative process or, in the opinion
of its counsel, by other requirements of law, all documents and information
concerning the other party furnished it by such other party or its
representatives in connection with the transactions contemplated by this
Agreement (except to the extent that such information can be shown to have been
(i) previously known by the party to which it was furnished, (ii) in the public
domain through no fault of such party, or (iii) later lawfully acquired from
other sources by the party to which it was furnished, and each party will not
release or disclose such information to any other person, except its auditors,
attorneys, financial advisors, bankers and other consultants and advisors in
connection with this Agreement. Each party shall be deemed to have satisfied its
obligation to hold confidential information concerning or supplied by the other
party if it exercises the same care as it takes to preserve confidentiality for
its own similar information. In the event of termination of this Agreement, each
party shall use its best efforts to return to the other party all documents and
copies thereof received from the other party, including all archival records,
that contain information subject to the confidentiality requirements of this
Section in whatever media it exists and to destroy any such information which
can not otherwise be returned. In the event the Website has been "cloned" onto
the Buyer's server, forthwith upon termination, the Buyer shall destroy all
record of the Website from its equipment, without creating any archival or other
copies thereof.
8.2 Noncompetition. The Founder, Converge Global, covenants
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and agrees that, for a period of five years following Buyer's acquisition of the
business of Seller, he will not individually, or as a member, employee,
director, stockholder (except of not more that one percent (1%) of the
outstanding stock of any company purchased for investment purposes only, and
except for ownership of shares in a publicly traded company of which he is not a
founder, officer or director), or investor, of any other corporation, directly
or indirectly, own, manage, operate, join, control or work for or permit the use
of their name by, or be connected in any manner with, any business activity
within the State of California which is competitive with the operation of the
Website which is the same or similar to the Website of the Seller as previously
conducted, with respect to the Assets being purchased, and as said business may
evolve in the ordinary course between the date of this Agreement and Closing
whether said business is conducted by Buyer or any successor or assign.
a. Separate Covenants. It is intended that the
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covenant contained in paragraph 8.4 above, shall be deemed to be a series of
separate covenants, one for each county of the state of California as defined
above included within such covenant. Except for geographic coverage, each such
separate covenant contained shall be deemed identical in terms with the covenant
contained in said paragraph. If in any judicial proceeding, a court should
refuse to enforce all of the separate covenants deemed included in paragraph 8.4
because, taken together, they cover too extensive a geographic area, it is
intended that those of such covenants which, if eliminated, would permit the
remaining separate covenants to be enforced in such proceeding, shall, for the
purpose of such proceeding, be deemed eliminated for the provisions hereof.
b. Injunctive Relief. In the event of a
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breach or threatened breach of Section 8.4 of this Agreement, the non-breaching
Party shall be entitled to an injunction restraining such breach, without the
requirement of posting bond; but nothing here shall be construed as prohibiting
the non-breaching Party from pursuing any other remedy available to it as a
result of such breach or threatened breach.
9. Closing Date and Termination.
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9.1 Closing. The consummation of the transactions contemplated
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by this Agreement (the "Closing") shall take place on May 18, 2001, (the
"Closing Date").
9.2 Termination. This Agreement may be terminated at any time
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after acceptance (i) by mutual consent of all parties or (ii) by either Buyer or
Seller at any time in the event of a material breach by the other of its
obligations under the terms of this Agreement, which remains uncured for thirty
days after notice in writing of such breach. In the event any such breach is
alleged within less that thirty days of the Closing Date, the party which
allegedly has breached the provisions of this Agreement shall have until closing
or a minimum of ten (10) days, whichever is longer, to cure such breach after
receiving written notice thereof, and, if necessary, the Closing Date shall be
extended accordingly.
9.3 Return of Confidential Information. In the event of
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termination of this Agreement, each party shall use its best efforts to return
to the other party all documents and copies thereof received from the other
party that contain information
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subject to the confidentiality requirements of this Section in whatever media it
exists and to destroy any such information which can not otherwise be returned.
In the event the Website has been "cloned" onto the Buyer's server, forthwith
upon termination, the Buyer shall destroy all record of the Website from its
equipment, without creating any archival or other copies thereof.
10. Survival of Representations and Agreements. The representations and
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agreements made herein are true and binding as of the date hereof and shall
continue in full force and effect on and after the Closing Date notwithstanding
any investigations which may have been made by any of the parties prior thereto.
11. Indemnification.
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11.1 Indemnification. Buyer and Seller shall indemnify and
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hold harmless each other from any liability, damage, deficiency, loss, cost or
expense, including attorney fees and any costs of investigation (being hereafter
referred to as "Costs"), arising from or attributable to any breach of any
representation, warranty or agreement made by either party herein or in any
certificate or Declaration delivered at the Closing with respect thereto.
12. Expenses. Each party hereto shall bear its or his own expenses
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incurred pursuant to this Agreement except as otherwise specifically set forth
herein.
13. Entire Agreement. This Agreement, together with the
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Schedules referred to herein which are incorporated herein by this reference,
and the agreements referred to herein, shall constitute the entire agreement
between the parties hereto with respect to the transactions contemplated hereby.
14. Construction. The parties hereto agree that this Agreement
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shall be construed in accordance with the laws of the State of California.
15. Invalid Provisions. If any provision hereof is held to be
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illegal, invalid or unenforceable under present or future laws effective during
the term hereof, such provision shall be fully severable. This Agreement shall
be construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part hereof, and the remaining provisions hereof shall
remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom. Furthermore, in
lieu of such illegal, invalid or unenforceable provision there shall be added
automatically by the Company as a part hereof a provision which is legal, valid
and enforceable, and which is as similar in terms to such illegal, invalid or
unenforceable provision as may be possible, provided both parties, acting
reasonably, agree with such provision.
16. Number and Gender of Words. When the context so requires in
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this Agreement, words of gender shall include either or both of the other
genders and the singular number shall include the plural.
17. Assignment. This Agreement shall be binding upon the parties
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hereto, their successors and assigns, and prior to the Closing Date shall not be
assignable without the express written consent of all parties hereto.
18. Amendments. This Agreement may be amended only by a written
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agreement executed by all of the parties hereto.
19. Notices. Any notice, request, instruction, or other document
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required by the terms of this Agreement, or deemed by any of the Parties hereto
to be desirable, to be given to any other Party hereto shall be in writing and
shall be given by facsimile, personal delivery, overnight delivery, or mailed by
registered or certified mail, postage prepaid, with return receipt requested, to
the following addresses:
To: "Seller" Converge Global
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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To: "Buyer" ▇▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇▇, #▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The persons and addresses set forth above may be changed from time to
time by a notice sent as aforesaid. If notice is given by facsimile, personal
delivery, or overnight delivery in accordance with the provisions of this
Section, said notice shall be conclusively deemed given at the time of such
delivery. If notice is given by mail in accordance with the provisions of this
Section, such notice shall be conclusively deemed given seven business days
after deposit thereof in the United States mail.
All notices, requests, consents and other communications hereunder
shall be in writing and shall be delivered in person or by registered or
certified mail, return receipt requested, postage and fees prepaid, first class
mail.
20. Authority. Each party executing this Agreement warrants his or
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her authority to execute this Agreement.
21. Counterparts. This Agreement may be executed in several
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counterparts and it shall not be necessary for each party to execute each of
such counterparts, but when all of the parties have executed and delivered one
of such counterparts, the counterparts, when taken together, shall be deemed to
constitute one and the same instrument, enforceable against each party in
accordance with its terms.
22. Facsimile Signatures. The parties hereto agree that this
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Agreement may be executed by facsimile signatures and such signatures shall be
deemed originals. The parties further agree that within ten days following the
execution of this Agreement, they shall exchange original signature pages.
23. Acceptance. This Agreement, if not accepted by both parties
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as evidenced by its execution by an authorized signing officer, on or before the
day of April, 1999 shall be null and void and of no further force or effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed on the day and year first above written.
"SELLER" "BUYER"
Converge Global, Inc. ▇▇. ▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------------- ---------------------------
By: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Its: President
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Schedule A
List of Assets
1. Assets to be Transferred.
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On the Closing Date, Seller shall sell, assign and transfer or cause to
be sold, assigned or transferred to the Buyer at Buyer's cost if any the
following specified assets (hereinafter collectively referred to as the
"Assets") free and clear of all liens, pledges, restrictions, encumbrances and
defects of any nature, such sale and transfer to be evidenced by appropriate
documents of sale, transfer and conveyance, satisfactory to Buyer in form and
substance.
1.1 All existing content and HTML files.
1.2 All graphics and logos.
1.3 All agreements with content providers (news, financial
reports, ad banners, sports, etc.)
-verbal
-contractual
-e-mail confirmations, associated user I.D.'s and passwords
1.4 All scripts (Perl, Java, VB, etc.)
1.5 Domain Name Transfer (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) to new
registrant ▇▇▇▇ ▇▇▇▇▇.
1.6 Any trademarks related to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.
2.0 All branding associated with ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.
2.1 Any trademarks related to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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Schedule B
Schedule of Contracts
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Schedule C
Schedule of Trademarks
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Schedule D
Consents
Network Solutions
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Schedule E
Founders
Converge Global, Inc.
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Schedule F
Share Restrictions
TO BE PROVIDED BY THE BUYER SUBJECT TO REVIEW AND APPROVAL OF THE SELLER.
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