Phone: 404-230-5705……Fax: 404-230-5710 ASSET & GOODWILL PURCHASE AGREEMENT
EXHIBIT
10.1
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ASSET
& GOODWILL PURCHASE AGREEMENT
THIS
ASSET & GOODWILL PURCHASE AGREEMENT (the "Agreement") dated as of the
20th
day
of
November, 2006, is made and entered into by and between Winsonic Digital Media
Group, Ltd., a Nevada Corporation (the "Buyer"), DV Photo Shop, with its
principal place of business located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and Sung Yeol “▇▇▇▇▇” ▇▇▇▇, a Georgia
resident (the "Seller") (the Buyer and the Seller are sometimes referred to
herein collectively as the "Parties").
WHEREAS,
the Seller has independently developed, owned and will continue to own on the
Closing Date (as defined in Section 2) (a) all of the assets of DV Photo Shop
(the “Assets”) and (b) the close personal and ongoing business relationships,
trade secrets and knowledge in connection with the Buyer's business of the
sale
of products and services related to DV Photo Shop, through his personal ability,
personality, reputation, skill and integrity, and other information relating
thereto (collectively, the "Goodwill"), which the Seller desires to sell to
the
Buyer as hereinafter provided; and
WHEREAS,
Seller is not subject to a non-competition or similar restrictive covenant
agreement relating to the Assets and Goodwill; and
WHEREAS,
the Buyer desires to acquire all of the Assets and Goodwill, as hereinafter
provided:
NOW,
THEREFORE, in consideration of the foregoing and of the mutual promises and
covenants contained herein, and other good and valuable consideration, the
receipt of which is hereby acknowledged, the Parties agree as
follows:
1.
PURCHASE PRICE AND EXCHANGE OF CONSIDERATION. The
Seller agrees to sell, assign, transfer, convey and deliver to the Buyer at
the
Closing the assets and Goodwill including, but not limited to, all of the
Sellers' respective rights and benefits related to the assets and Goodwill.
In
exchange for the assets and Goodwill and subject to the terms and conditions
of
this Agreement, the Buyer has issued to the Seller a 6% Convertible Subordinated
Promissory Note for Sixty Thousand Dollars ($60,000) in the names of ▇▇▇▇▇▇▇▇
▇▇▇▇, HeungWoo Park, and SunWoo Park, which can be converted into shares of
common stock of the buyer at a rate of $0.58 per share; Sixty Thousand Dollars
($60,000) worth of the Buyer’s common stock at a rate of $0.58 (i.e., 103,448
shares) in the names of ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇; and
Eighty Thousand Dollars ($80,000) worth of the Buyer’s common stock at a rate of
$0.58 (i.e., 137,931 shares) in the name of Sung ▇▇▇▇ ▇▇▇▇. The payment required
by this Section 1 shall not be affected by the death or disability of the Seller
or the breach or termination by Seller of any agreement (other than this
Agreement) between Seller and the Buyer.
2. CLOSING/TERMINATION.
The sale
and assignment of the Assets and Goodwill (the "Closing") shall take place
at
the offices of the Buyer on November 20, 2006, or at such other time and date
as
the Buyer and the Seller may agree (the "Closing Date"). The effective time
of
the transactions contemplated hereby shall be 12:01 a.m. on the Closing
Date.
3.
REPRESENTATIONS AND WARRANTIES.
The
Seller personally represents and warrants to the Buyer as follows:
3.1
OWNERSHIP. All of the Assets and Goodwill are owned, and immediately prior
to
the Closing will be owned, by the Seller, free and clear of all liens,
encumbrances, claims, options, security interests, calls and commitments of
any
kind. The Seller has full legal right, power and authority to enter into this
Agreement and to sell, assign and transfer the Assets and Goodwill to the Buyer
and, on the Closing Date, the sale and assignment of the Assets and Goodwill
to
the Buyer hereunder will transfer to the Buyer valid title thereto, free and
clear of all liens, encumbrances, claims, options, security interests and
commitments of any kind.
3.2
NO
RESTRICTIONS. Seller is not currently a party to any contract, employment
agreement, non-compete agreement or any other contract or agreement or subject
to any other restriction or subject to any restriction or condition contained
in
any permit, license, judgment, order, writ, injunction, decree or award which,
singly or in the aggregate, materially and adversely affects or restricts or
is
likely to materially and adversely affect or restrict the Assets or Goodwill
or
the Buyer's acquisition, use or enjoyment thereof.
3.3
APPROVAL AND AUTHORIZATION. The execution and delivery of this Agreement by
Seller and the performance of the transactions contemplated herein have been
duly and validly authorized by Seller, and this Agreement is a legal, valid
and
binding obligation of Seller, enforceable against him in accordance with its
respective terms subject to bankruptcy, insolvency, reorganization, moratorium
and similar laws of general application relating to or affecting creditor's
rights and general equity principles.
3.4
ECONOMIC BENEFITS. To the best of his knowledge, Seller is not aware of any
present facts or any pending events, which would prevent the Buyer from
realizing the economic benefits associated with the Assets and Goodwill in
the
same manner as presently enjoyed by the Seller.
3.5
NO
CONFLICTS. The execution and delivery of this Agreement by Seller does not,
and
his consummation of the transactions contemplated hereby does not and will
not,
violate or conflict with, or result (with the giving of notice or the lapse
of
time or both) in the violation of or constitute a default under any provision
of, or result in the acceleration or termination of or entitle any party to
accelerate or terminate (whether after giving of notice or lapse of time or
both), any obligation or benefit under, or result in the creation or imposition,
lien, pledge, security interest or other encumbrance upon the Assets and
Goodwill pursuant to any material contract, law, ordinance, regulation, order,
arbitration award, judgment or decree to which the Seller is a party or by
which
he or his respective assets (including the Goodwill) are bound and to his
knowledge, does not and will not violate or conflict with any other material
restriction of any kind or character to which the Seller is subject or by which
his assets (including the Goodwill) may be bound.
4.
REPRESENTATIONS
AND COVENANTS OF BUYER.
The
Buyer represents and warrants as follows:
4.1
EXISTENCE AND GOOD STANDING. The Buyer has been duly organized and validly
exists in good standing under the laws of the State of Nevada.
4.2
NO
DEFAULT. The execution of this Agreement by the Buyer and the performance of
its
obligations hereunder will not violate or result in a breach of or constitute
a
default under the Buyer's Articles of Incorporation, or any material agreement
to which the Buyer is a party or by which it or its assets are
bound.
4.3
APPROVAL AND AUTHORIZATION. The execution and delivery of this Agreement and
the
performance of the transactions contemplated herein have been duly and validly
authorized by all necessary action on the part of the Buyer and is a legal,
valid and binding obligation of the Buyer, enforceable against the Buyer in
accordance with its terms subject to bankruptcy, insolvency, reorganization,
moratorium and similar laws of general application relating to or affecting
creditor's rights and general equity principles.
5.
PRESERVATION
AND MAINTENANCE OF THE ASSETS & GOODWILL.
The
Seller shall cooperate with the Buyer after the Closing Date in connection
with
all reasonable actions deemed necessary by the Buyer to transition the economic
value of the Assets and Goodwill to the Buyer.
6.
SURVIVAL.
The
representations, warranties, covenants and agreements of the Parties contained
in this Agreement or in any writing delivered pursuant to the provisions of
this
Agreement or in connection with this Agreement shall survive the Closing Date
and for three (3) years thereafter, and shall not be affected by any examination
made on behalf of the Parties.
7.
GENERAL.
7.1
FURTHER ASSURANCES. The Seller will cooperate with the Buyer on and after the
Closing Date in furnishing information and other assistance in connection with
any actions, proceedings, arrangements or disputes of any nature with respect
to
matters pertaining to all periods prior to the Closing Date and will take or
cause to be taken such further action, and will execute, deliver and file such
further documents and instruments as the Buyer reasonably requests in order
to
effectuate fully the purposes, terms and conditions of this
Agreement.
7.2
ASSIGNMENT: BINDING EFFECT. This Agreement and the rights of the Buyer hereunder
may be assigned by the Buyer. This Agreement and the rights of the Seller
hereunder may not be assigned by Seller. This Agreement shall be binding upon
and shall inure to the benefit of the Parties hereto, the successors and assigns
of the Buyer and the heirs, beneficiaries and legal representatives of the
Seller.
7.3
EXECUTION. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument. Execution and
delivery of this Agreement by delivery of a facsimile copy bearing the facsimile
signature of a party shall constitute a valid and binding execution and delivery
of this Agreement by such party. Such facsimile copies shall constitute
enforceable original documents.
7.4
BROKERS. Each party represents and warrants that it employed no broker or agent
in connection with this transaction and agrees to indemnify the other against
all loss, cost, damage or expense arising out of claims for fees or commissions
of brokers or agents employed or alleged to have been employed by such
indemnifying party.
7.5
NOTICES. Any notice or communication required or permitted hereunder shall
be
sufficiently given if sent by first class mail, postage prepaid:
(a)
If to
Buyer, addressed to it at:
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Centennial
Tower, Suite 2600
▇▇▇▇▇▇▇,
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Telephone
#: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile
#: (▇▇▇▇ ▇▇▇-▇▇▇▇
(b)
If to
the Sellers, addressed to him at:
Sung
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▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone
#: (▇▇▇) ▇▇▇-▇▇▇▇
7.6
APPLICABLE LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF GEORGIA WITHOUT REGARD TO SUCH STATE'S CONFLICTS
OF LAWS OR CHOICE OF LAW RULES.
7.7
CAPTIONS. The captions in this Agreement are for convenience only and shall
not
be considered a part hereof or affect the construction or interpretation of
any
provisions of this Agreement.
7.8
ENTIRE AGREEMENT. This Agreement (including the schedules and annexes hereto)
and the documents delivered pursuant hereto or in connection herewith constitute
the entire agreement and understanding between the Seller and the Buyer and
supersedes any prior agreement and understanding, written or oral, relating
to
the subject matter of this Agreement. The Seller acknowledges that he has (a)
had the opportunity to seek the advice of independent counsel, including
independent tax counsel, regarding the consequences of this Agreement; and
(b)
received no representations from the Buyer or its counsel regarding the tax
consequences of this Agreement. This Agreement may be modified or amended only
by a written instrument executed by the Parties.
IN
WITNESS WHEREOF, the parties have entered into this Agreement as of the day
and
year first above written.
| SELLER: | BUYER: | |
| WINSONIC DIGITAL MEDIA GROUP, LTD. | ||
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/s/
Sung Yeol ▇▇▇▇
▇▇▇▇ Yeol “▇▇▇▇▇” ▇▇▇▇ |
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
|
▇▇▇▇▇▇▇
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Chairman/CEO
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