Purchase and Sale Agreement Between
Great Basin Water Company and Round III Enterprises
November 10, 2000
Page 1 of
CONTRACT FOR THE SALE AND PURCHASE OF CORPORATE ASSETS
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AGREEMENT made November 10, 2000, between Great Basin Water Company, Inc., a
Nevada corporation with its principal place of business at 0000 Xxxx Xxxxxxxx
Xxxx, Xxxxx X, Xxx Xxxxx, Xxxxxx, 00000 ("Purchaser"), and Round III
Enterprises, a California corporation, with its principal place of business at
0000 Xxxxxx Xxxxxx, Xxx. 000, Xxx Xxxxx, Xxxxxxxxxx ("Seller").
RECITALS
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Seller is a corporation engaged in the business of operating and maintaining
four internet web sites on the world wide web: Xxxxxxxxxxxxxx.xxx,
XXXXxxxxx.xxx, Xxxxxxxxxxxx.xxx, and XxXxXx.xxx. Seller owns outright all rights
to the web sites: Xxxxxxxxxxxxxx.xxx, XXXXxxxxx.xxx and XxXxXx.xxx. Seller,
while maintaining and operating the web site Xxxxxxxxxxxx.xxx, has only a
license to use the trademarks, tradenames, service marks, copyrights and graphic
images related to Xxxxxxxxxxxx.xxx.
Seller desires to sell the internet web sites Xxxxxxxxxxxxxx.xxx, XXXXxxxxx.xxx,
and XxXxXx.xxx, and the rights to operate and maintain that web site known as
Xxxxxxxxxxxx.xxx. Seller desires to assign its license to use intellectual
property related to Xxxxxxxxxxxx.xxx, including, but not limited to, trademarks,
tradenames, service marks, and copyrights and any related graphic images used
under license.
By virtue of a license between Xxxxxx Xxxxxx and Seller, Seller does not own any
intellectual property related to Xxxxxxxxxxxx.xxx, including, but not limited
to, its tradename, trademark, service xxxx, copyright, or any graphic images
associated with Xxxxxxxxxxxx.xxx. Seller acknowledges Xxxxxx Xxxxxx'x ownership
of those particular items, and that while the license to use said intellectual
property may be assigned by Seller, they cannot be sold.
Seller's Board of Directors, and the owners and holders of all of its issued and
outstanding shares, have duly authorized and approved the sale of the internet
web sites: Xxxxxxxxxxxxxx.xxx, XXXXxxxxx.xxx, and XxXxXx.xxx, and intellectual
property associated with the web sites. Also, Seller's Board of Directors, and
the owners and holders of all its issued and outstanding shares, have duly
authorized and approved the assignment of the license contract between Seller
and Xxxxxx Xxxxxx regarding intellectual property related to Xxxxxxxxxxxx.xxx.
Purchaser is a corporation engaged in the business of acquiring companies and
business entities which are consistent with its business plan and purposes.
Purchase and Sale Agreement Between
Great Basin Water Company and Round III Enterprises
November 10, 2000
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Purchaser desires to purchase the Seller's internet web sites:
Xxxxxxxxxxxxxx.xxx, XXXXxxxxx.xxx, and XxXxXx.xxx, as well as the related
intellectual property and good will associated with them.
Purchaser recognizes that the intellectual property related to Xxxxxxxxxxxx.xxx,
including, but not limited to, its tradename, trademark, service xxxx,
copyright, or related graphic images, are not owned by Seller and are not part
of this sale and purchase agreement, except insofar as the license to use said
intellectual property may be assigned to Purchaser.
Purchaser's Board of Directors determined that the purchase of the above
referenced assets consisting of the web sites: Xxxxxxxxxxxxxx.xxx,
XXXXxxxxx.xxx, and XxXxXx.xxx, and the acquisition of the intellectual property
license between Seller and Xxxxxx Xxxxxx related to Xxxxxxxxxxxx.xxx are
consistent with the Purchaser's objectives.
The parties intend to have the transaction contemplated by this agreement
treated as a tax-free exchange of stock for Seller's assets under Seller's
Agreement and Plan of Reorganization pursuant to Section 368(a)(1)(C) of the
Internal Revenue Code of 1986, as amended, and all provisions contained in this
agreement shall be interpreted to effectuate such intent.
It is therefore agreed:
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ARTICLE 1. Sale of assets. Seller shall sell to Purchaser, and Purchaser shall
purchase and acquire, all rights and computer code to Seller's internet web
sites: Xxxxxxxxxxxxxx.xxx, XXXXxxxxx.xxx, and XxXxXx.xxx, including the domain
names, trademarks, tradenames, service marks.
1.01 Seller shall also assign to Purchaser, and Purchaser shall acquire and
assume all rights and duties thereunder, Seller's license to use intellectual
property solely owned by Xxxxxx Xxxxxx related to the web site Xxxxxxxxxxxx.xxx,
including, but not limited to: any tradename, trademark, service xxxx and
related graphic image or images set forth in Exhibit "A" hereto.
Purchase and Sale Agreement Between
Great Basin Water Company and Round III Enterprises
November 10, 2000
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ARTICLE 2. Purchase Price. In consideration for such sale, Purchaser shall issue
to Seller or its nominees, ten million shares (10,000,000) of $0.001 par value,
fully paid and nonassessable voting shares of Purchaser. The stock shall be
issued no later than 10 days after the Seller provides the Purchaser
instructions for the issuance of certificates. In order that Seller may
distribute such voting shares readily to its shareholders, the share
certificates issued by Purchaser shall be in the denominations, amounts, and
names requested by Seller. If Purchaser effects a stock split, stock dividend,
reverse stock split, spin-off, or similar change in its capital structure
between the date of this agreement and the date the stock is issued, there shall
be an equitable adjustment to the number of shares to be issued in accordance
with the terms and conditions of this paragraph to reflect such change or
changes. Purchaser shall bear all necessary and reasonable expenses incurred by
Seller in the distribution of such voting preference shares to Seller's
shareholders, except that Purchaser shall bear those expenses referred to in
Article 6 of this agreement.
ARTICLE 3. Assumption of contract commitments. Seller shall assign, and
Purchaser shall acquire and assume all rights and duties related to all
contracts necessary for the operation of the web sites that are the subject of
this agreement: XXXXxxxxx.xxx, Xxxxxxxxxxxx.xxx, Xxxxxxxxxxxxxx.xxx, and
XxXxXx.xxx, including, but not limited to: service contracts between Seller and
CariNet for lease of an internet computer server and an installment contract to
purchase an e-commerce server, both attached hereto as Exhibit "B."
3.01 Purchaser shall perform all contracts and commitments made in the ordinary
course of Seller's business which are outstanding on the date of closing, and
shall indemnify and hold Seller harmless against all liabilities under such
contracts and commitments, including costs and attorney fees, except that
Purchaser shall not be responsible for the breach of any such contract or
commitment which occurs before the date of closing.
ARTICLE 4. Representations of Seller.
4.01 Authority. Its Board of Directors and shareholders have duly authorized and
approved execution of this agreement and the sale of its assets. Copies of the
minutes of the directors' and shareholders' meeting at which such authorization
and approval were granted, duly certified by the Seller's Secretary, are annexed
as Exhibit "C."
ARTICLE 5. Transfer Date. All assets and associated leases and contracts
transferred hereby shall be considered transferred or assigned on the date of
this contract.
Purchase and Sale Agreement Between
Great Basin Water Company and Round III Enterprises
November 10, 2000
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ARTICLE 6. Representations of Purchaser. Purchaser warrants and represents the
following are now true and will be true at closing:
6.01 It is a corporation duly organized and existing under the laws of the State
of Nevada, authorized to issue twenty five million (25,000,000) shares.
6.02 Authority. Its Board of Directors has duly authorized the execution of this
agreement.
ARTICLE 7. Purchaser's Covenants. Purchaser covenants with Seller that pending
the closing:
7.01 Its business will only be conducted in the ordinary course.
7.02 No dividend or other distribution or payment will be declared or paid with
respect to its outstanding shares and it will not redeem, purchase, or otherwise
acquire such shares.
7.03 No change will be made in its authorized and outstanding shares, except
when required to comply with the terms of this agreement.
ARTICLE 8. Closing. This matter shall be considered closed on the date hereof.
ARTICLE 9. No Violation or Breach. The parties represent to each other that
their performance of this agreement, including any conditions or surviving
warranties or representations, is not in violation of any law, statute, local
ordinance, state or federal regulation, court order, or administrative order or
ruling, and that such performance is not in violation of any agreement by which
either of them are bound.
ARTICLE 10. Governing Law. This agreement shall be construed and interpreted
under the laws of the State of California.
ARTICLE 11. Binding Effect. This agreement shall inure to the benefit of and be
binding on the parties and their respective successors and assigns.
ARTICLE 12. Counterparts. This agreement may be executed simultaneously in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
Purchase and Sale Agreement Between
Great Basin Water Company and Round III Enterprises
November 10, 2000
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ARTICLE 13. Notices. All notices, requests, demands, and other communications
hereunder shall be made in writing and deemed to have been given if delivered or
mailed, first class postage prepaid, to the address of the appropriate party as
shown on the first page of this agreement.
ARTICLE 14. Non-Waiver. No delay or failure by either party to exercise any
right hereunder, and no partial or single exercise of any such right, shall
constitute a waiver of that or any other right, unless otherwise expressly
provided for herein.
ARTICLE 15. Headings. Headings in this agreement are for reference and
convenience only and shall not be sued to interpret or construe its provisions.
ARTICLE 15. Time of Essence. Time is of the essence of this agreement.
ARTICLE 17. Entire Agreement; Modification. This agreement supersedes all prior
agreements and constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof. It may not be amended or modified except
by an instrument executed by the parties.
In witness whereof, the parties have signed this instrument on November 10, 2000
By: By:
_____________________________ _____________________________
Xxx Xxxxxx, Chairman of the Board Xxxxxx X. Xxxxxx, Chairman of the Board
Great Basin Water Company Round III Enterprises
