DATED 26 MAY 2005
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24 HOLDINGS INC
- and -
24 STORE (EUROPE) LIMITED
- and -
INFINICOM AB
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AGREEMENT FOR THE SALE AND PURCHASE OF
INTELLECTUAL PROPERTY RIGHTS
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THIS AGREEMENT is made the 26th Day of May, 2005
BETWEEN:
(1) 24 Holdings Inc a company registered in Delaware whose registered
office is at ▇/▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ ("24 Holding" or collectively with 24 Store "the Seller")
(2) 24 Store (Europe) Limited whose registered office is at ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ("▇▇ Store" or collectively with
24 Holding "the Seller")
(3) Infinicom AB whose registered office is at ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ("the Buyer")
NOW IT IS AGREED as follows:
1. Definitions
1.1 In this Agreement:
"Completion Date" means the performance by the parties of
their obligations contained in clauses 3
and 4 of this Agreement
"Consideration" means the sum of (i) three hundred and
fifty thousands British Pounds Sterling
(GBP 350,000) and (ii) the amount to be
determined by the parties in connection
with the Completion Date.
"Intellectual Property Rights" means the trademarks and domain names
listed in Schedule 1 hereto and any
trademark and domain name registered or
otherwise acquired by the Seller after
the date of this Agreement but on or
before the Completion Date.
1.2 In this Agreement, unless the context otherwise requires, a reference
to:
1.2.1 a Clause or Schedule is a reference to a clause of and
schedule to this Agreement;
1.2.2 a document "in the agreed form" is a reference to a
document in the form approved by the parties to this
Agreement;
1.2.3 "costs" includes a reference to costs, charges and expenses
of every description;
1.2.4 a "person" includes a reference to an individual,
partnership, unincorporated association or body corporate
wherever situate;
1.2.5 words, expressions or abbreviations detailed in the
Schedules shall have the same meaning in this Agreement
except where otherwise provided.
1.3 The Schedules form part of this Agreement and shall be interpreted and
construed as though they were set out in this Agreement.
1.4 The headings to Clauses, Schedules and paragraphs of the Schedules are
for convenience only and shall not affect the interpretation or
construction of this Agreement.
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2. Recitals
2.1 The Seller is the holder and rightful owner of the Intellectual
Property Rights.
2.2 The Seller wishes to sell the Intellectual Property Rights to the
Buyer.
3. Transfer of the Intellectual Property Rights and Sale and Purchase
3.1 Subject as hereinafter provided the Seller shall sell and thereby
assign all of its right, title and interest in the Intellectual
Property Rights to the Buyer.
3.2 The purchase price for the Intellectual Property Rights shall be the
Consideration. The Consideration shall be paid through set-off as set
forth in clause 4.2 below. 24 Store hereby agree and acknowledge that,
by the payment of the Consideration to 24 Holding, full payment to the
Seller for the Intellectual Property Rights has been made. The parties
acknowledge that the cancellation of the obligations through the
set-off in clause 4.2 represents all of the outstanding obligations,
including all outstanding and contingent liabilities, of 24 Holdings
to the Buyer as of the closing date.
4. Completion
4.1 Completion of the transfer of Intellectual Property Rights shall take
place on the Completion Date or such other date as may be agreed
between the parties and the matters referred to at clause 4.2 below
will be dealt with.
4.2 On Completion:
4.2.1 The Consideration shall be paid by the Buyer to 24 Holding
through a set-off against the Buyer's claim on 24 Holding of
all liabilities, whether outstaying or contingent, as of
Completion. The Seller shall fully co-operate and be of
assistance in any application for and change in
registrations necessary to register the Buyer as the owner
of the Intellectual Property Rights.
4.3 Any refused, delayed or restricted registration, by no fault of the
Seller, does not give the Buyer the right to renounce this Agreement
or to demand that any conditions in this Agreement are changed.
5. Intellectual Property Rights
5.1 The Seller represents and warrants that all Intellectual Property
Rights are in full force and effect and are vested in and beneficially
owned by the Seller and free from encumbrances.
5.2 The Seller has disclosed to the Buyer in writing prior to the date of
this Agreement details of all Intellectual Property Rights in respect
of which the Seller has been registered as proprietor or in respect of
which application has been made. None of the Intellectual Property
Rights is being claimed, opposed or attacked by any other person and
none of the Intellectual Property Rights infringe the rights of any
other person.
5.3 No licences or registered user or other rights have been granted or
agreed to be granted to any third party in respect of the Intellectual
Property Rights.
5.4 Except as stated in this Agreement, the Seller disclaims all other
representation and warranties, express or implied, with regard to the
Intellectual Property Rights.
6. General
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6.1 The Seller and the Buyer shall procure that such resolutions of their
respective boards of directors shall be passed and shall make or do or
procure to be made or done such other deeds acts or things as may be
necessary or appropriate to implement the terms of this Agreement.
6.2 This Agreement and its contents shall be confidential to the parties
and subject as set out below shall not be disclosed to third parties
by either party without the express written consent of the other
party. The provisions of this clause shall not apply to information
that:
(i) is in or enters the public domain without breach of this
Agreement
(ii) is lawfully obtained by the receiving party from another source
without breach of confidentiality obligation
(iii) is independently developed without use of or reference to any
confidential information or
(iv) was already in the possession of the receiving party as
demonstrated by that party's contemporaneous records.
The obligations of this clause 6.2 shall not apply to the extent that
any disclosure is required by law or by order of government, court or
other body of competent jurisdiction.
6.3 Any notice or other communication pursuant to, or in connection with,
this Agreement shall be in writing and delivered personally, or sent
by first class pre-paid recorded delivery post (air mail if overseas)
to the party due to receive such notice at its registered office from
time to time if a company and at the personal address of the Seller.
6.4 This Agreement constitutes the entire and only agreement and
understanding between the parties in relation to its subject matter
and replaces and extinguishes all prior agreements, undertakings,
arrangements or written statements with respect to such subject
matter.
6.5 If any provision of this Agreement is held to be unenforceable or
illegal, in whole or in part, such provision or part shall to that
extent be deemed not to form part of this Agreement but the
enforceability of the remainder of this Agreement shall remain.
6.6 This Agreement shall be governed by and construed in accordance with
the laws of England. The parties hereby submit to the non-exclusive
jurisdiction of the High Court of England in relation to any dispute
or claim arising out of or in connection with this Agreement. The
parties hereby agree that any legal proceedings may be served on them
by delivering a copy thereof to them at their respective addresses set
out in this Agreement.
* * * * *
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EXECUTED as a Deed by )
24 HOLDINGS INC )
)
)
in the presence of:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Director
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Director/Secretary
CFO/Secretary
EXECUTED as a Deed by )
24 STORE (EUROPE) LIMITED )
)
)
in the presence of:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Director
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Director/Secretary
Director
EXECUTED as a Deed by
INFINICOM AB
in the presence of: /s/ Per-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Per-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Director
Chairman
Director/Secretary
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FIRST SCHEDULE
TRADEMARKS AND DOMAIN NAMES
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