Exhibit 6.3
ASSET AND LIABILITY CONTRIBUTION AGREEMENT
------------------------------------------
This AGREEMENT, made and entered into this 19th day of May, 1999, by and
between Browsesafe, LLC, an Indiana Limited Liability Corporation
("Browsesafe"), ▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. ("Company"), Minati Financial, Inc.,
Torquay Holdings, Ltd., Vista Financial Corp., El Coyote Capital Corp., Jupiter
Financial Services, Inc., Kyline Investment Corp., Chariot Group, Ltd.,
▇▇▇-▇▇▇▇▇▇, Inc., Sterling Overseas Investments SA, Albury Capital Corp.,
Eivissa Capital Corp., Hemisphere & Associates, Ltd., Magellan Holdings, Ltd.
(collectively "Funding Group").
W I T N E S S E T H:
WHEREAS, Company was incorporated in the State of Nevada on July 28,
1998;
WHEREAS, prior to the execution of this Agreement, Company has not
issued any stock;
WHEREAS, prior to the execution of this Agreement, Company has not
conducted any operations, received any assets or incurred any debt;
WHEREAS, since incorporation, ▇▇▇▇ ▇. ▇▇▇▇▇ has acted as President,
Secretary, Treasurer and Sole Director of Company;
WHEREAS, the parties desire to contribute certain assets and liabilities
to Company; and
WHEREAS, Company desires to accept said assets and assume said
liabilities.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:
1. Upon receipt of the consideration described herein, Company shall issue
shares of its common stock to the following entities/individuals:
Entities/Individual No. of Shares
------------------- -------------
Browsesafe 11,200,000
Minati Financial, Inc. 273,800
Torquay Holdings, Ltd. 100,000
Vista Financial Corp. 50,000
El Coyote Capital Corp. 50,000
Jupiter Financial Services, Inc. 25,000
Kyline Investment Corp. 10,000
Chariot Group, ltd. 50,000
▇▇▇-▇▇▇▇▇▇, Inc. 50,000
Sterling Overseas Investments SA 355,000
Albury Capital Corp. 355,000
Eivissa Capital Corp. 355,000
Hemisphere & Associates, Ltd. 354,467
Magellan Holdings, Ltd. 709,733
----------
13,938,000
==========
2. In consideration of the receipt of the shares described herein,
Browsesafe hereby contributes to Company all of its assets and liabilities.
These assets shall include, but not be limited to, all of its equipment,
inventory, supplies, goodwill, intellectual property, trademarks and copyright
protected software. An audited balance sheet of Browsesafe is attached as
Exhibit "A". Company hereby assumes all of Company's assets and liabilities.
3. In consideration of the receipt of the shares described herein, the
Funding Group hereby contributes to Company the sum of $27,380 USD, and agrees
to make or cause to be made the additional contributions described in Sections
4, 7 and 8.
4. It is all of the parties intent that Company be merged into Motioncast
Television Corp. of America ("PubCo") as soon as possible. Company shall use its
best efforts to negotiate a merger agreement with PubCo upon terms acceptable to
Company and its shareholders. Upon
2
completion of a merger, Browsesafe shall receive 11,200,000 shares of PubCo and
the Funding Group shall receive 2,738,000 shares of PubCo. The total number of
PubCo shares outstanding (including the shares issued to Browsesafe and Funding
Group) shall be approximately 15,938,000. Upon the closing of the merger of
Company into PubCo, Funding Group shall contribute an additional $150,000 USD to
PubCo. In addition, Funding Group shall cause PubCo to have unencumbered cash in
the amount of $100,000 USD on the date of closing of the merger. On the date of
closing of the merger, Funding Group shall cause PubCo to have no other assets
and no liabilities.
5. Upon the closing of the merger, a five-person Board of Directors shall
be established for PubCo. The Funding Group shall have the right to appoint one
director and Browsesafe shall have the right to appoint the remaining four
directors. ▇▇▇▇ ▇. ▇▇▇▇▇ shall be appointed as President of PubCo.
6. It is the intent of all the parties that the transaction described
herein be completed pursuant to Internal Revenue Code Section 351.
7. Funding Group shall contribute $300,000 USD to PubCo on or before June
10, 1999.
8. It is all of the parties intent to pursue $5,000,000 of additional
funding for PubCo. The pursuit of this funding shall commence in June, 1999.
This funding will be obtained by selling up to 1,000,000 additional shares of
PubCo stock at a price of $5.00 per share. The sale shall be done either through
a private placement or registered offering. In the alternative, Funding Group
may purchase some or all of the 1,000,000 additional shares at a price of $5.00
per share. The Funding Group shall cause PubCo to receive at least $1,500,000
USD of proceeds from the sale of stock not later than November 30, 1999.
3
9. If Funding Group does not contribute the funds described above on a
timely basis or does not cause the additional funds to be contributed as
described above on a timely basis, the Funding Group shall forfeit their
2,738,000 shares of Company (if the merger has not been completed) or PubCo (if
the merger has not been completed). Upon thirty (30) days prior notice to
Funding Group, Company or PubCo shall cancel all of such shares.
10. Upon execution of this Agreement, Browsesafe and Funding Group shall
also execute the Consent in Lieu of a Special Meeting attached as Exhibit "B".
This Consent confirms that ▇▇▇▇ ▇. ▇▇▇▇▇ is the sole director, President and
Secretary of the Company and that he has the authority to negotiate and execute
a Merger Agreement with PubCo on behalf of the Company.
11. The execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby have been duly and validly authorized by
all appropriate and necessary action on the part of each party. The provisions
of this Agreement constitute valid and binding obligations of each party
enforceable in accordance with the terms and conditions hereof.
12. This Agreement and the Exhibits attached hereto represent the entire
Agreement hereof superseding all prior agreements, understandings, discussions,
negotiations and commitments of any kind. This Agreement may not be amended or
supplemented, nor may any of the rights hereunder be waived, except in writing
signed by each of the parties hereto.
13. In the event that any provision or any part of any provision of this
Agreement is held to be illegal, invalid or unenforceable, such illegality,
invalidity or unenforceability shall not affect the legality, validity or
enforceability of any other provision or part hereof.
14. This Agreement will be binding, inure to the benefit of, and be
enforceable by all of the parties hereto as well as their respective executors,
personal representatives, administrators, successors and assigns.
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15. This Agreement shall be governed by and construed by and in accordance
with the laws of the State of Indiana.
16. If any legal action is brought for the enforcement of this Agreement,
or because of an alleged dispute, breach or default in connection with any of
the provisions of this Agreement, the successful or prevailing party shall be
entitled to recover from the other party all costs and expenses of suit,
including reasonable attorney's fees and investigatory and litigation and court
costs, in addition to any other relief to which the successful party may be
entitled.
IN WITNESS WHEREOF, the parties to this Agreement have duly executed it
on the date and year first above written.
BROWSESAFE, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
"Company"
MINATI FINANCIAL, INC.
By: /s/ illegible
-------------------------------
5
TORQUAY HOLDINGS, LTD.
By: /s/ illegible
-------------------------------
VISTA FINANCIAL CORP.
By: /s/ illegible
-------------------------------
EL COYOTE CAPITAL CORP.
By: /s/ illegible
-------------------------------
JUPITER FINANCIAL SERVICES, INC.
By: /s/ illegible
-------------------------------
6
KYLINE INVESTMENT CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
CHARIOT GROUP, LTD.
By:
-------------------------------
HOME PRIDE ENTERTAINMENT, INC.
By: /s/ illegible
-------------------------------
STERLING OVERSEAS INVESTMENTS SA
By: /s/ illegible
-------------------------------
7
ALBURY CAPITAL CORP.
By: /s/ illegible
-------------------------------
EIVISSA CAPITAL CORP.
By: /s/ J ▇▇▇▇
-------------------------------
HEMISPHERE & ASSOCIATES, LTD.
By: /s/ illegible
-------------------------------
MAGELLAN HOLDINGS, LTD.
By:
-------------------------------
"Funding Group"
8
2,738,000
273,800 to: Minati Financial Inc.
#1-44 Hyphe Gardens
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ church
Barbados
▇▇▇: Moneys Yardley
100,000 to: Torquay Holdings Ltd.
PMB #▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ & Caicos
WI
Attn: ▇▇▇▇ ▇▇▇▇▇▇
50,000 to: Vista Financial Corp.
#▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
50,000 to: El coyote Capital Corp.
101 Worthy Down
▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ Church
Barbados
Attn: ▇▇▇▇▇ ▇▇▇▇▇
25,000 to: Jupiter Financial Services Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
10,000 to: Kyline Investment Corp.
2500 - ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇.
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
50,000 to: Chariot Group Ltd.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ #▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
50,000 to: Home Pride Entertainment Inc.
▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇
355,000 to: Sterling Oversees Investments SA
P0 ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
355,000 to: Albury Capital Corp
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇
▇▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇
355,000 to: Eivissa Capital Corp.
Passage Gardens
Passage Road
Bridgetown
Barbados
Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
354,467 to: Hemisphere & Associates Ltd.
2002 Worthy Down
▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ Church
Barbados
Attn: ▇▇▇▇▇▇ Mutiny
709,733 to: Magellan Holdings Ltd.
Care of Elco Bank
61 Grosvenor P0 Box 7521
Nassau, Bahamas
Attn: ▇▇▇▇ ▇▇▇▇▇▇
Exhibit A
BrowseSafe, LLC
Balance Sheet
May 18, 1999
ASSETS
Current Assets
Regular Checking Account $ 1,865.84
Savings Account 295.14
▇▇▇▇▇ Cash 100.00
Regular Receivables 57.00
Start-Up Costs 165,373.39
Start-Up Costs Accum Amort <5,512.45>
Start-Up Costs Organization 23,172.80
Start-Up Costs-Organ Amort <772.43>
Prepaid Expenses 1,459.79
------------
Total Current Assets 186,039.08
Property and Equipment
Furniture & Fixtures 21,690.19
Accum Depre - Furn & ▇▇▇ <515.55>
Co Name & Logo Design 108,620.00
Accum Depre - Co Name & Logo <3,620.67>
Proof of Prin - ▇▇▇▇▇▇▇▇▇ 9,400.00
Amort-Proof of Prin ▇▇▇▇▇▇▇▇▇ <313.33>
PlanetGood Programs 300,000.00
PlanetGood Programs Contra <300,000.00>
-------------
Total Property and Equipment 135,260.64
Other Assets
Total Other Assets 0.00
Total Assets $ 321,299.72
=============
BrowseSafe, LLC
Balance Sheet
May 18, 1999
LIABILITIES AND CAPITAL
Current Liabilities
Notes Payables - ▇ ▇ ▇▇▇▇▇▇▇▇▇ $ 44,500.00
Notes Payable - Peoples Bank 194,000.00
Accounts Payable - MicroArts 111,636.85
Accounts Payable - Text 100 28,525.45
Accounts Payable - ▇▇▇▇▇▇▇▇▇ 63,221.02
General Payable Acct 73,332.99
-------------
Total Current Liabilities 515,216.31
Long-Term Liabilities
Total Long-Term Liabilities 0.00
-------------
Total Liabilities $ 515,216.31
Capital
Other Investors 155,000.00
Retained Earnings <285,808.89>
Equity-▇▇▇▇ ▇. ▇▇▇▇▇ 14,000.00
Equity-▇▇▇ ▇. ▇'▇▇▇▇▇ 7,000.00
Equity-▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 7,000.00
Equity-J. ▇▇▇▇▇▇▇▇ ▇▇▇▇ 7,000.00
Additional Paid in Capital 50,000.00
Net Income <148,107.70>
--------------
Total Capital <193,916.59>
Total Liabilities & Capital $ 321,299.72
=============
Exhibit B
ACTION BY UNANIMOUS CONSENT IN WRITING
IN LIEU OF A SPECIAL MEETING
BY THE SOLE DIRECTOR
OF
▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
DATED AS OF MAY 18,1999
The undersigned, being the Sole Director of ▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. a
Nevada corporation (the "Corporation'), by unanimous consent in writing
pursuant to the authority contained in the corporate law of the State of
Nevada and without the formality of convening a meeting, does hereby consent
to the following actions of the Corporation, to be effective as of May 18,
1999:
WHEREAS, it was contemplated in the Action by Unanimous Consent in
Writing in Lieu of an Organizational Meeting dated July 28, 1998 that
the Corporation would acquire Browsesafe, LLC, an Indiana limited
liability corporation ("Browsesafe"); and
WHEREAS, this Corporation authorized a private offering of up to
3,550,000 shares of Common Stock by means of a written consent to
action dated July 28, 1998; and
WHEREAS, the acquisition of Browsesafe has not occurred; and
WHEREAS, the private offering of shares did not occur; and
WHEREAS, this Corporation authorized the appointment of American
Securities Transfer & Trust, Inc. as transfer agent and registrar in a
Consent in Writing dated July 28, 1998; and
WHEREAS, such appointment did not occur; and
WHEREAS, this Corporation authorized the opening of a bank account at
Colorado Business Bank in Denver, Colorado; and
WHEREAS, such bank account was never opened; and
WHEREAS, the Corporation still desires to acquire Browsesafe;
Consent to Action in Lieu of Special Meeting
the sole Director of ▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
dated May 18, 1999
Page 1
NOW, THEREFORE, be it:
RESOLVED, that the Corporation hereby rescinds the previous
resolutions concerning a private offering of up to 3,550,000 shares of
Common Stock, the appointment of American Securities Transfer & Trust,
Inc., and the opening of a bank account at Colorado Business Bank in
Denver, Colorado; and it is further
RESOLVED, that the Corporation issue 11,200,000 shares of Common Stock
to Browsesafe in exchange for its assets and liabilities pursuant to
the terms of an Asset and Liability Contribution Agreement, a copy of
which is attached hereto as Exhibit A; and it is further
RESOLVED, that the form, terms, and provisions of the Asset and
Liability Contribution Agreement are hereby approved; and it is
further
RESOLVED, that ▇▇▇▇ ▇. ▇▇▇▇▇, as the sole officer of the Corporation
is hereby authorized and directed to execute the Asset and Liability
Contribution Agreement in the name and on behalf of the Corporation;
and it is further
RESOLVED, upon receipt of the assets and liabilities of Browsesafe,
the shares of Common Stock shall be fully paid and nonassessable
shares of Common Stock, and that the officer of the Corporation is
hereby authorized to issue and deliver certificates representing such
names and denominations as may be designated by such officer of the
Corporation and to deliver such certificates as may be directed by any
such officer; and it is further
RESOLVED, that as none of the shares will be registered under the
Securities Act of 1933, as amended (the "act"), that any and all
certificates representing the shares shall bear a conspicuous legend
regarding the restricted nature of the securities and Rule 144, which
shall be substantially as follows:
"The shares represented by this Certificate have not been
registered under the Securities Act of 1933 (the "Act"). The
shares may not be offered for sale, sold, or otherwise
transferred except pursuant to an effective registration
statement under the Act, the availability of which is to be
established to the satisfaction of the Company."
RESOLVED FURTHER, that the Corporation offer and sell, pursuant to
Sections 3(b) and 4(2) of the Securities Act of 1933, as amended, and
Rule 504 of Regulation D promulgated thereunder, up to 2,738,000
shares of the Corporation's Common
Consent to Action in Lieu of Special Meeting by
the sole Director of ▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
dated May 15, 1999
Page 2
Stock (the "Shares") at a price of $0.01 per share, or an aggregate of
$27,380, to the persons set forth on Schedule A attached hereto and
made a part hereof; and it is further
RESOLVED, that as none of the shares will be registered under the
Securities Act of 1933, as amended (the "Act"), that any and all
certificates representing the shares shall bear a conspicuous legend
regarding the restricted nature of the securities and Rule 144, which
shall be substantially as follows:
"The shares represented by this Certificate have not been
registered under the Securities Act of 1933 (the "Act"). The
shares may not be offered for sale, sold, or otherwise
transferred except pursuant to an effective registration
statement under the Act, the availability of which is to be
established to the satisfaction of the Company."
RESOLVED FURTHER, that when such Shares are so issued and sold, the
Shares of Common Stock shall be fully paid and nonassessable shares of
Common Stock, and that the President of the Corporation is hereby
authorized to issue and deliver certificates representing such shares
and to make an original issue of the certificates for such shares in
such names and denominations as may be designated by the President of
the Corporation and to deliver such certificates as may be directed by
such officer; and it is further
RESOLVED, that it is desirable and in the best interests of the
Corporation that its Shares be qualified or registered for sale in
various states; that the President of this Corporation is hereby
authorized to determine the states in which appropriate action shall
be taken to qualify or register for sale all or such part of the
Shares of the Corporation as said officer may deem advisable; that
said officer is hereby authorized to perform on behalf of the
Corporation any and all such acts as he may deem necessary or
advisable in order to comply with the applicable laws of any such
states, and in connection therewith to execute and file all requisite
papers and documents, including, but not limited to, applications,
reports, surety bonds, irrevocable consents and appointments of
attorneys for service of process; and the execution by such officer of
any such paper or document or the doing by him of any action in
connection with the foregoing mailers shall conclusively establish his
authority therefor from this Corporation and the approval and
ratification by this Corporation of the papers and documents so
executed and the action so taken; and it is further
RESOLVED, that the appropriate officers of the Corporation arc hereby
authorized and directed to take such further steps and incur such
expenditures as may be reasonably necessary in order to complete the
proposed private offering, including,
Consent to Action in Lieu of Special Meeting by
the sole Director of ▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
dated May 18,1999
Page 3
but without limiting the generality of the foregoing, expenditures for
legal fees, accounting fees, printing costs, and travel expenses
necessary and incident to the completion of the private offering; and
it is further
RESOLVED, that the officers of the Corporation, or any one or more of
them, be and they hereby are authorized and empowered on behalf of the
Corporation, to incur such costs and expenses, to do all acts,
transactions and things, and to execute and deliver any and all
agreements, documents, certificates and other papers which they deem
necessary or appropriate in connection with the foregoing resolutions;
and it is further RESOLVED, that as the Asset and Liability
Contribution Agreement contemplates a merger or other business
combination with a public company, ▇▇▇▇ ▇. ▇▇▇▇▇, as the sole officer
of the Corporation, is hereby authorized and directed to negotiate the
terms of a merger or other business combination with the public
company such that the former members of Browsesafe shall receive
11,200,000 shares of common stock of the public company and the
persons listed on Schedule A hereto shall receive 2,738,000 shares of
common stock, with the public company having a total of 15,938,000
shares issued and outstanding after taking into account such
issuances; and it is further
RESOLVED, that the actions taken by ▇▇▇▇ ▇. ▇▇▇▇▇ in opening a bank
account for the Corporation at People Savings and Loan in
Indianapolis, Indiana, are hereby ratified and approved; and ft is
further
RESOLVED, that this Consent in Writing shall be effective on the date
set forth in the heading hereof.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------
▇▇▇▇ ▇. ▇▇▇▇▇
BEING THE SOLE DIRECTOR
Consent to Action in Lieu of Special Meeting
the sole Director of ▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
dated May 15. 1999
Page 4