WEBSITEAND DOMAIN NAME ACQUISITIONAND TRANSFER AGREEMENT

 

1.

Sale, Assignment and Transfer.  Subject to the provisions of this Agreement, Buyer agrees to purchase, and Seller agrees to sell, all Seller's rights, title and interest, to: a) the completed websites as represented by Seller (the “Websites”), including, any and all associated software used in building the Websites and Website users lists and Website data bases containing any Website user or Website information; b) Domain Names; c) name registrations; d) any goodwill symbolized thereby; and e) and all rights to sue for past infringement, if any, and to receive any recoveries therefore, all as set forth on Exhibit A, hereto and incorporated herein by this reference (the “Purchased Assets”). Seller hereby sells, assigns, conveys and transfers to Buyer and Buyer hereby accepts, all of Seller's right, title and interest including but not limited to all of Seller's common law rights in and to the Purchased Assets. In addition, Seller hereby sells, assigns, conveys and transfers to Buyer all data, programming code, user or customer lists, moderator contact information and all other information as it pertains to the operation of the Websites listed on Exhibit A. Except as otherwise expressly set forth in Exhibit B attached hereto, the Buyer does not assume any liabilities associated with the business associated with the Websites and Domain Names (“Business”).

 

2.

Purchase Price and Costs of Transfer.  The purchase price for the Purchased Assets shall be Two Hundred Sixty Four Thousand Dollars ($264, 000), which shall consist of One Hundred Thirty Four Thousand Dollars ($134,000) (“Cash”) payable to Seller as specified below and One Hundred Thirty Thousand Dollars ($130,000) payable to Seller in One Hundred Four Thousand (104,000) shares of the Buyer’s common stock (“Shares”) (the Cash and the Shares shall collectively be referred to as the “Purchase Price”). The value of One Hundred Thirty Thousand Dollars ($130,000) for the Shares was calculated based on a closing price of the Buyer’s common stock of $1.25 per share as of November 2, 2009. The Shares shall be issued to Seller within ten (10) days of the Closing (as defined below) subject to compliance with the applicable federal and state securities laws.  Buyer shall pay Fifty Thousand Dollars ($50,000) of the Cash (“Initial Payment”) to Seller and closing costs for Escrow.com (as defined below) on Closing pursuant to Section 5 of this Agreement. Buyer shall pay the balance of the Cash to Seller in twelve equal installments of Seven Thousand Dollars ($7,000) to be paid to Seller within ten (10) days of the first day of each month after the Closing.  If the Buyer defaults on payment of the monthly installments of Seven Thousand Dollars ($7,000) to Seller as specified above, and such default is not cured within ten (10) days after the Seller has given the Buyer written notice thereof, then Seller shall have the right to transfer the Shares to Buyer in exchange for the rights to the Websites and Domain Names.

 

3.

Further Assurances.  Seller hereby covenants that it will, at any time upon request of Buyer, execute and deliver to Buyer any new or confirmatory instruments and do and perform (at Buyer's reasonable expense) any other acts which Buyer may reasonably request in order to fully sell assign and transfer to and vest in Buyer, all of Seller's right, title and interest in and to the Purchased Assets, including, without limitation transfer of all Domain Names, software, databases, images, trademarks and hosting agreements.

 

4.

Covenants.  Seller further covenants that it will not, anywhere in the world, challenge, or cause a third party to challenge, the validity and ownership by Buyer of the Purchased Assets and will not, anywhere in the world directly or indirectly seek to register, defend, compromise or dispute any rights in and to the Purchased Assets.  Seller also will not, anywhere in the world, directly or indirectly seek to register or otherwise acquire any rights in any web sites, domain names, trade names, trademarks, service marks, or other intellectual property assets that are or may be, or that contain portions that are or may be, confusingly similar to the Purchased Assets.  Seller also will not use or cause to be used any copies of the Purchased Assets.

 

5.

Closing.

 

5.1. The actions to be taken by the parties hereto to close the transaction as provided shall take place on or before November 19, 2009 (the “Closing”) via the Internet website service of escrow.com located at https://www.escrow.com/index.asp (“Escrow.com”). The Buyer agrees to pay the closing costs of Escrow.com. At the Closing, Seller shall first deliver to Buyer possession of all of the Purchased Assets, including transfer of domains, and good and sufficient instruments of transfer, conveying and transferring the Purchased Assets to Buyer, for review to verify the Purchased Assets are properly accounted for and operational.  Upon effective delivery, Seller shall authorize the release payment and delivery to Escrow.com of the Initial Payment. The instruments of transfer shall contain covenants and warranties that Seller has good and marketable title in and to the assets.

 

6.

Warranties and Representations. Seller hereby represents and warrants to Buyer that: (a) Seller has all necessary power and authority to own, lease and operate the Purchased Assets and to operate the Business as now being conducted; (b) Seller has the requisite power and authority to execute, deliver, and perform this Agreement, and when executed and delivered at Closing, will constitute a valid and binding obligation of Seller; (c) Neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated hereby:  (i) will conflict with any provision of the organizational charter or bylaws of Seller; (ii) will conflict with, will result in a violation of any applicable law or judgment; (iii) will result in a breach of any assumed obligation; or (iv) will create any lien or encumbrance upon any of the Purchased Assets; (d) Seller has good and marketable title to all Purchased Assets and none of the Purchased Assets is subject to any lien, encumbrance, claim or security interest (collectively, the “Liens”); (e) The cash flow statements, balance sheets and profit and loss statements provided to Buyer by Seller are true and correct in all material respects and present fairly the operating income and financial condition of Seller and its Business as of their respective dates; (f) All returns, reports and statements relating to the Purchased Assets or to the operation of the Business which Seller is required to file with any governmental agency have been filed, and complied with; (g) Seller has filed or has caused to be filed all federal, state, county, local or city tax returns affecting the Purchased Assets or the operation of the Business which are required to be filed by Seller, and all tax assessments and other governmental charges which are due and payable have been timely paid; (h) There are no actions, suits, proceedings, orders or claims pending or threatened against Seller, or pending or threatened by Seller against any third party which relate to, or in any way affect, the Purchased Assets or the operation of the Business; (i) Seller has complied in all material respects with all applicable federal, state and local laws, rules, regulations, ordinances, codes, statutes, judgments, orders and decrees in connection with the ownership of the Purchased Assets and the operation of the Business and that neither the ownership nor the use of the Purchased Assets conflicts with the rights of any other person or entity; (j) Seller has no contingent liabilities or other liabilities outside the ordinary course of business; (k) The books and other records of the Seller relating to the Business are true, correct and complete in all material respects; (l) The Purchased Assets include all Purchased Assets used or useful in connection with the operation of the Business as currently operated; (m) Upon the consummation of the transactions contemplated hereby, Seller will transfer good and valid title to the Purchased Assets free and clear of any Liens; (n) The Purchased Assets will be fit for their intended purposes and be fully functional as represented prior to the Closing; (o) Since Buyer’s inspection of the Purchased Assets, there has not been and will not be in the foreseeable future any material damage, destruction, change or loss of any kind or have had a material adverse effect with respect to the Purchased Assets; (p) No insolvency proceedings of any character, voluntary or involuntary, affecting the Purchased Assets are pending; (q) There are no existing agreements with, options or rights of, or commitments to any person, other than to Buyer, to acquire any of the Purchased Assets or any interest therein; (r) There are no material omissions or untrue statements contained in this Agreement which are misleading; and (s) All representations and warranties made by Seller shall survive the Closing.

A.  

The following completed Websites including, without limitation, any and all associated software used in building the Websites, content posted therein, and Website users lists and Website data bases containing any Website user or Website information, including, without limitation personally identifiable information regarding the Websites’ users and participants:

 

 

 

 

 

B.  

 The following Domain Names:

 

 

 

 

 

C.  

Additional add-ons that are installed with the above referenced forums, and will be transferred to Buyer include: