ASSET PURCHASE AGREEMENT

Exhibit 2.1

 
 
 
 
 
by and between
 
ADEX MEDIA, INC.
 
and
 
VIBRANTADS, LLC
 
 
 
 
 
 
July 21, 2008
 
 
 
 
 

 

 

 
 
 


 
RECITALS
 
 
 
 
AGREEMENT
 

 
 
 
 
 
 
1
 
 
 
 
 
 
 
 
 
 
 
 
2
 
 
 
 
1.17     “IT Assets” shall mean those Purchased Assets comprised of any computers, computer software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines, and other information technology equipment, and all associated documentation.
 
 
 
1.20     “Material Adverse Effect” shall mean (a) with respect to the Business or the Purchased Assets, any material adverse effect or change in the condition (financial or other), business, results of operations, prospects, assets, Liabilities or operations of the Business and/or the Purchased Assets or on the ability of Seller to consummate the transactions contemplated hereby, or any event or condition that could, with the passage of time, constitute a material adverse effect or material adverse change, and (b) with respect to Buyer, any material adverse effect or change in the condition (financial or other), business, results of operations, prospects, assets, Liabilities or operations of Buyer or on the ability of Buyer to consummate the transactions contemplated hereby, or any event or condition that could, with the passage of time, constitute a material adverse effect or material adverse change.
 
 
 
 
1.24     “Proprietary Rights” shall mean all Copyrights, Trademarks, Patents, technology rights and licenses, computer software (including any source or object codes therefor or documentation relating thereto, other than generally commercially available third party software (a) that has not been materially modified by Seller, (b) for which Seller can either freely assign its rights to a successor of Seller or that Buyer may separately obtain on reasonable terms, and (c) that is either subject only to a shrink wrap license agreement, or is immaterial to the Business), Trade Secrets, franchises, know-how, inventions, website content, designs, specifications, plans, drawings and intellectual property rights of Seller, including the Owned Proprietary Rights and the Licensed Proprietary Rights.
 
 
3
 
 
 
 
 
 
 
 
1.30     “Tax” and “Taxes” shall mean all taxes, charges, fees, levies or other assessments, including all net income, gross income, gross receipts, sales, use, VAT, service, service use, ad valorem, transfer, franchise, profits, capital stock, alternative or add-on minimum, estimated, license, lease, withholding, social security, payroll, employment, excise, estimated, severance, stamp, recording, occupation, real and personal property, gift, windfall profits or other taxes, customs duties, fees, assessments, or charges of any kind whatsoever, whether computed on a separate, consolidated, unitary, combined or other basis, together with any interest, fines, penalties, additions to tax or other additional amounts imposed thereon or with respect thereto imposed by any taxing authority (domestic or foreign).  The terms “Tax” and “Taxes” shall include any Liability of Seller for the payment of any amounts of any of the foregoing types as a result of being a member of an affiliated, consolidated, combined, or unitary group, or being a party to any agreement or arrangement whereby Liability of Seller for payment of such amounts was determined or taken into account with reference to the Liability of any other person.
 
 
 
 
4
 
 
 
 
2.1      Sale of Assets
 
 
2.2     No Assumption of Liabilities.  Buyer shall not assume, shall have no obligation to pay, perform or discharge, and shall not otherwise be responsible for, any Liabilities of Seller or its Affiliates, whether arising out of occurrences prior to, on or after the Closing Date (the “Retained Liabilities”), including but not limited to any (a) accounts payable of Seller; (b) Taxes of Seller; (c) Liabilities with respect to employees of Seller and their dependents and beneficiaries, including Liabilities with respect to violations of labor or immigration laws, with respect to employment agreements, with respect to any benefits or benefit programs, including accrued vacation time, and with respect to any Tax withholdings to the extent existing or arising at or prior to the Closing Date; (d) Liabilities for tort claims that are based on acts or events that occurred at or prior to the Closing Date; (e) Liabilities with respect to alleged or actual infringement of proprietary rights or other intellectual property rights of any third party in connection with any products developed, produced, manufactured, marketed, sold, or offered for sale by the Business, in each case, at or prior to the Closing Date; (f) Liabilities relating to or arising out of any Default occurring prior to or upon the Closing Date; or (g) litigation or other matters set forth on Schedule 4.9.
 
 
d
(b) One Hundred Twelve Thousand Five Hundred (112,500) restricted shares of Buyer’s common stock (the “Shares”, including any additional restricted shares of Buyer’s common stock issued pursuant to Section 2.3.2 below); and
 
(c) a promissory note in favor of Seller in the principal amount of Sixty Thousand Dollars ($60,000) with no interest thereon, and having a maturity date that is twelve (12) months from the Closing Date, substantially in the form attached hereto as Exhibit A (the “Note”).
 
The Cash Consideration, the Shares and the Note shall constitute the total purchase price (the “Purchase Price”) for the Purchased Assets.
 
 
5

 
2.3.2     Share Reset.
 
(a) On such date that is twelve (12) months from the Closing Date, Buyer shall determine the VWAP of Buyer’s common stock for the preceding ten (10) trading days (the “Twelve Month VWAP”).  In the event that the Twelve Month VWAP is less than Two Dollars Fifty Cents ($2.50) per share, Buyer shall issue an additional number of restricted common shares as determined by the following formula:
 
112,500  x  [$2.50 - Twelve Month VWAP]
Twelve Month VWAP

(b) Notwithstanding the foregoing, in the event that the Twelve Month VWAP is less than Seventy-Five Cents ($.75) per share, the Twelve Month VWAP shall be deemed to be Seventy-Five Cents ($.75) for purposes of calculating additional shares of restricted common stock to be issued pursuant to the above formula (the “VWAP Collar”).
 
2.3.3     Trading Lockdown.  The Shares will be subject to a lockup and share release schedule as set forth on Schedule 2.3.3.  Seller will enter into a separate Lock-Up Agreement with the Buyer substantially in the form attached hereto as Exhibit C.
 
2.4     Purchase Price Allocation.  The Purchase Price shall be allocated among the Purchased Assets in the manner determined by Buyer and as required by Section 1060 of the Code (the “Allocation”).  The Allocation shall be conclusive and binding upon Buyer and Seller for all purposes, and Buyer and Seller agree that all returns and reports and all financial statements shall be prepared in a manner consistent with (and Buyer and Seller shall not otherwise file a Tax Return position inconsistent with) the Allocation unless required by the Internal Revenue Service (“IRS”) or any other applicable taxing authority.  Buyer shall provide the allocation to Seller as soon as reasonably practicable following the Closing Date.  Buyer and Seller shall each prepare and file on a timely basis with the IRS substantially identical initial and supplemental IRS Forms 8594 “Asset Acquisition Statements Under Section 1060” consistent with the Allocation.
 
2.5     Withholding.  Buyer shall be entitled to deduct and withhold from the Purchase Price such amounts as Buyer is required to deduct and withhold under the Code, or any other tax laws, with respect to the making of such payment. To the extent that amounts are so withheld by Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Seller.
 
3.     CLOSING
 
 
 
 
 
6
 
 
 
 
 
(d) one or more Domain Name Assignments, in recordable form to the extent necessary to assign in the aggregate all URLs and Domain Names included in the Purchased Assets; and
 
 
 
 
 
 
 
4.2     Organization and Qualifications of Seller.  Seller is a limited liability company  duly organized, validly existing and in good standing under the laws of the State of California with corporate power and authority to conduct the Business in the manner and in the places where the Business is currently conducted or currently proposed to be conducted.  The copies of Seller’s Articles of Organization, as amended to date, certified by the Secretary of State of the State of California (the “Seller Charter”), and of Seller’s other organizational documents, as amended to date (together with the Seller Charter, the “Seller Organizational Documents”), are complete and correct, and no amendments, restatements, supplements or modifications thereto are pending.  Seller is not in violation of any term of the Seller Organizational Documents.  Seller is duly qualified or authorized to do business as a California limited liability company and is in good standing under the laws of California and each jurisdiction in which the conduct of the Business requires such qualification or authorization.
 
 
7
 
 
 
 
 
 
 
4.5     Financial Statements; Liabilities.
 
4.5.1 Seller has delivered to Buyer the statement of results of operations for the Business that covers the year ended December 31, 2007, and a balance sheet for the Business as of December 31, 2007, all of which are attached hereto as Schedule 4.5.1 (collectively, the “Seller Financial Statements”).  The December 31, 2007, balance sheet is hereinafter referred to as the “Seller Balance Sheet” and December 31, 2007, is hereinafter referred to as the “Seller Balance Sheet Date.”  The Seller Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, present fairly the financial condition of the Business as of such dates and the results of operations for the periods covered thereby, are correct and complete, and are consistent with the Books and Records.
 
4.5.2 As of the date hereof and as of the Closing Date, Seller has not had and will not have any Liabilities relating to the Business of any nature, whether accrued, absolute or contingent (including Liabilities as guarantor or otherwise with respect to obligations of others, or Liabilities for Taxes due or contingent or potential Liabilities relating to activities of Seller with respect to the operation of the Business prior to the date hereof or the Closing, as the case may be, regardless of whether claims in respect thereof had been asserted as of such date), except Liabilities (i) stated or adequately reserved against on the Seller Balance Sheet or the notes thereto, (ii) incurred in the Ordinary Course of Business of Seller consistent with the terms of this Agreement since the Seller Balance Sheet Date or (iii) relating to future performance obligations under Contracts, none of which relates to any Default, breach of warranty, tort infringement, or violation of any Regulations or Court Orders or arose out of any Action.
 
 
8
 
 
 
 
 
 
 
 
 
 
 
 
 
9
 
 
 
 
 
4.7.1 All Patents, Trademarks and Copyrights that are owned by Seller and used by Seller in the Business are listed on Schedule 4.7.1(a) and hereinafter referred to as the “Owned Proprietary Rights.”  All Proprietary Rights (other than generally commercially available third party software (i) that have not been materially modified by Seller, and (ii) for which Seller can either freely assign its rights to a successor of Seller or that Buyer may separately obtain on reasonable terms, and (iii) that is either subject only to a shrink wrap license agreement, or is immaterial to the Business) that are either licensed to Seller or are otherwise used in the Business but are not owned by Seller are listed on Schedule 4.7.1(b) and hereinafter referred to as the “Licensed Proprietary Rights.”
 
 
 
4.7.4 All licenses and other agreements under which Seller has been granted or otherwise has the right to use any of the Licensed Proprietary Rights are in full force and effect, and there is no Default by Seller or any other party thereto.  To the Knowledge of Seller, the licensors under said licenses and other agreements have and had all requisite power and authority to grant the rights purported to be conferred thereby.  Complete and correct copies of all such licenses or other agreements, and any amendments thereto, have been provided to Buyer.  There are no payments due or that will become due after the Closing Date from Seller or Buyer under any of such licenses or other agreements that are individually or collectively material to the conduct or operation of the Business as currently conducted or currently proposed to be conducted, the non-payment of which by Seller or Buyer would either (i) cause a breach under any such license or other agreement, or (ii) have a Material Adverse Effect.
 
 
 
 
 
4.7.7 Seller has taken all steps required in accordance with commercially reasonable business practices to establish and preserve its ownership of, and the validity and enforceability of, all Proprietary Rights with respect to the products, services and technology used in the Business.  Seller has required all professional and technical employees and all other employees having access to valuable non-public Proprietary Rights of Seller to execute written agreements under which such employees are required to convey all of their right, title and interest to Seller in all inventions and developments conceived or created by them in the course of their employment and to maintain the confidentiality of all such information of Seller.  Seller has not made any such non-public Proprietary Rights available to any person other than employees of Seller, except pursuant to written agreements requiring the recipients to maintain the confidentiality of such information and appropriately restricting the use thereof.  No current or former employee, officer, director, manager or member has any rights to future royalty payments or any other fees from Seller or Buyer deriving from Buyer’s use or other exploitation of the Proprietary Rights.  Seller has no Knowledge of any infringement, misappropriation or other unauthorized use, duplication or performance by others of any Proprietary Rights of Seller with respect to the Business.
 
 
 
 
 
11
 
 
 
 
 
 
 
 
 
 
 
 
 
12
 
 
 
 
 
 
 
 
 
4.16.2 To Seller’s knowledge, there are no defects in any Seller-owned software which provides end user functionality on any of the URLs and Domain Names.  Seller’s material IT Assets operate and perform in all material respects in accordance with past performance, subject to reasonable scheduled and unscheduled downtime. To Seller’s knowledge, the IT Assets do not contain any “time bombs,” “Trojan horses,” “back doors,” “trap doors,” “worms,” viruses or other similar devices or effects that (i) enable or assist any person or entity to access without authorization the IT Assets or (ii) otherwise hinder operation of material functionality of the IT Assets except as disclosed in its documentation.  Seller has taken reasonable measures to protect the confidentiality of its trade secrets and confidential information contained within the IT Assets.  Seller has taken reasonable security measures to protect the operation of the material IT Assets consistent with industry practice. To Seller’s knowledge, no person or entity has access to any IT Assets without proper authorization.
 
 
13
 
 
4.16.3 All Seller-owned software has been exclusively developed either (i) internally by employees of Seller working within the scope of their employment or (ii) by third parties pursuant to written work made for hire and/or assignment agreements placing ownership of such computer software with Seller. True and complete copies of all such agreements have been made available to Buyer.
 
4.17     Privacy Policies.  Schedule 4.17 contains a complete list of all of Seller’ privacy policies (the “Privacy Policies”) that are presently in effect and will be in effect on the Closing Date. Seller is in compliance with all of the terms, conditions and provisions of the Privacy Policies.  No Action is pending or, to Seller’s knowledge, threatened in writing against Seller concerning any claim that Seller has violated the terms of any applicable privacy statement or similar policy published by Seller.  Seller does not distribute “spyware” or “adware” in connection with the business it conducts which is in contravention of applicable laws or Seller’s privacy policies posted on the URLs and Domain Names.  For purposes of this Section 4.17, “spyware” means any software that gathers information regarding user online activity through the user’s Internet connection (i.e., without notice that such information may be gathered), other than information (i) reasonably gathered in connection with services or information provided by Seller to such users or (ii) that is not associated with personally identifiable information; and “adware” means any software that causes advertising to pop-up as a new window (over or under) on the user’s computer based on the user’s online activity or which is used to distribute Spyware.
 
 
4.19 Rule 144 Compliance.  Seller represents and warrants that they are aware that the Shares are subject to applicable United States federal and state securities laws.  Seller is aware that the Shares may not be resold pursuant to Rule 144, as promulgated by the Securities and Exchange Commission under the Securities Act, as amended, unless all of the conditions of such rule are met.
 
 
5.     REPRESENTATIONS AND WARRANTIES OF BUYER
 
 
 
 
14
 
 
 
6.1     Further Assurances.  Upon the terms and subject to the conditions contained herein, Seller and Buyer shall, both before and after the Closing Date, (a) use all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, (b) execute any documents, instruments or conveyances of any kind that may be reasonably necessary or advisable to carry out the transactions contemplated hereby, and (c) cooperate with each other in connection with the foregoing.  Without limiting the foregoing, Seller shall use its best efforts (i) to obtain all necessary waivers, consents and approvals from other parties to the Contracts (or portions of Contracts) to be assumed by Buyer, (ii) to obtain all necessary Permits as are required to be obtained under any Regulations, (iii) to give all notices to, and make all registrations and filings with third parties, including submissions of information requested by governmental authorities, and (iv) to fulfill all conditions of this Agreement.
 
6.2     Domain Name Registrations.  Seller shall, as soon as practicable following the Closing, take all necessary steps to update all Domain Name and URL registrations to reflect the Buyer as the current registrant and owner of such Domain Names and URLs.
 
6.3     Conduct of Business.  Between the date of this Agreement and the Closing Date, Seller shall:
 
 
 
 
 
 
 
15
 
 
 
 
 
 
 
 
 
 
8.2     No Actions or Court Orders.  No Action by any governmental authority or other person shall have been instituted or threatened that questions the validity or legality of the transactions contemplated hereby and that could reasonably be expected (a) to materially damage the Purchased Assets or the Business if the transactions contemplated hereunder are consummated, including any Material Adverse Effect on the right or ability of Buyer to own, operate, possess or transfer the Purchased Assets after the Closing or (b) to materially damage the business or financial condition of Buyer if the transactions contemplated hereunder are consummated.  There shall not be any Regulation or Court Order that makes the purchase and sale of the Business or the Purchased Assets contemplated hereby illegal or otherwise prohibited.
 
 
 
16
 
 
8.5     Employees; Independent Contractors.  The Business Employees listed on Schedule 8.5 shall have entered into appropriate employment agreements, independent contractor agreements and/or Proprietary Information and Invention Agreements, as the case may be, with Buyer.  Copies of such agreements are attached hereto as Exhibits B(1) and B(2).
 
 
 
 
9.1.2 Tax Matters.  The parties shall (i) each provide the other with such assistance as may reasonably be requested by either of them in connection with the preparation of any Tax Return, audit, or other examination by any taxing authority or judicial or administrative proceedings relating to Liability for Taxes, (ii) each retain and provide the other with any records or other information that may be relevant to such Tax Return, audit or examination, proceeding or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding, or determination that affects any amount required to be shown on any Tax Return of the other for any period.  Without limiting the generality of the foregoing, the parties shall each retain, until the applicable statutes of limitation (including any extensions) have expired, copies of all Tax Returns, supporting work schedules, and other records or information that may be relevant to such Tax Returns for all Tax periods or portions thereof ending on or before the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other party with a reasonable opportunity to review and copy the same.
 
 
 
 
 
17
 
 
9.2.2 Except as otherwise expressly provided herein, nothing in this Agreement shall confer upon any Business Employee any right with respect to continuance of employment by Buyer, nor shall anything interfere with the right of Buyer to terminate the employment of any Business Employee at any time, with or without cause, or restrict Buyer in the exercise of its independent business judgment in modifying any of the terms or conditions of employment of the Business Employees.  No provision of this Agreement shall create any third party beneficiary rights in any Business Employee, any beneficiary or dependents thereof, or any collective bargaining representative thereof, with respect to (i) the compensation, terms and conditions of employment and benefits that may be provided to any Business Employee by Buyer or under any benefit plan that Buyer may maintain or (ii) any of the transactions contemplated by this Agreement.
 
9.2.3 Seller shall be responsible for providing continuation coverage as required by Section 4980B of the Code or similar state law (“COBRA”), under any group health plan maintained by Seller, to the Business Employees and other qualified beneficiaries under COBRA with respect to such employees, who have a COBRA qualifying event (due to termination of employment with Seller or otherwise) prior to or in connection with the transactions contemplated by this Agreement (the “Continuees”).  Seller shall indemnify and hold Buyer harmless from any and all Damages incurred by Buyer as a result of (i) the failure of Seller to comply with any of the requirements of COBRA, including applicable notice requirements, or (ii) any obligation imposed on Buyer to provide COBRA continuation coverage for any of the Continuees by reason of Seller and members of its controlled group (as determined for purposes of COBRA) ceasing to maintain a group health plan.
 
 
10.     INDEMNIFICATION
 
10.1     Indemnification by Seller.  Subsequent to the Closing Date, Seller shall indemnify and hold Buyer, its Affiliates, successors and assigns and persons serving as officers, directors, partners, managers, stockholders, employees, attorneys and agents thereof (individually a “Buyer Indemnified Party” and collectively the “Buyer Indemnified Parties”) harmless from and against any Damages that may be sustained or suffered by any of them arising out of or based upon any fraud, intentional misrepresentation or the cause or knowledge of a deliberate or willful breach of any representations, warranties or covenants of Seller under this Agreement or in any agreement, document, certificate, schedule or exhibit delivered pursuant hereto, or any other breach of any representation, warranty or covenant of Seller under this Agreement or in any agreement, document, certificate, schedule or exhibit delivered pursuant hereto, or by reason of any Action asserted or instituted growing out of any matter or thing constituting a breach of such representations, warranties or covenants.
 
 
18
 
 
 
 
 
 
 
 
 
12.     MISCELLANEOUS
 
12.1     Fees and Expenses
 
 
12.2     Governing Law.  This Agreement (including any claim or controversy arising out of or relating to this Agreement) shall be governed by the law of the State of California without regard to conflict of law principles that would result in the application of any law other than the law of the State of California.
 
 
19
 
 
 
 

 
000 Xxxxx Xxxxxxxxx Xxxx #X000
 
Xxxxxxxx Xxxx, XX
 
 
   
Xxxx X. Xxxxxxx, Esq.
 
Bullivant Xxxxxx Xxxxxx PC
 
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
 
Xxx Xxxxxxxxx, XX 00000-0000
 
   
Wei-Xxxxx Xx
 
0000 X. Xxxxxxx Xxxxxx #00
 
Xxxxxxx, XX 00000
 
Fax:  ________________

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
21
 
 
 
 
 
 
 
22
 
 
 
 
 
 
 
  
VibrantAds, LLC
 
By:          /s/  Xxxxx Xxxxxx     
  
By:             /s/  Wei-Xxxxx Xx
Name:    Xxxxx Xxxxxx     
  
Name:        Wei-Xxxxx Xx
Title:      Chief Executive Officer
  
Title:           Sole Member
 
 
 
 
 
 
 
 
 
 
 
 
EXHIBIT A

PROMISSORY NOTE



 
 
 
 
 
 
 
 
 

 
ii
 
 
 
EXHIBIT B

EMPLOYMENT AGREEMENT
between
WEI-XXXXX XX and ADEX MEDIA, INC.
 
 
 
 
 
 
 

 
iii
 
EXHIBIT C

LOCKUP AGREEMENT
 
 
 
 
 
 
 
 
 
 
iv
 
 
SCHEDULE 2.1

PURCHASED ASSETS

Names and Trademarks

Advertising network

VibrantAds (unregistered)
VibrantAds Network (unregistered)
Vibrantrax (unregistered)
VibrantPath (unregistered)

Domain Names (Promotional Sites)

XxxxXxxxx.xxx
XxxxXxxxXxxxx.xxx
XxxxxxxXxxxx.xxx
XxxxXxxxxXxxx.xxx
XxxxxxXxxxxxxx.xxx
XxxxxXxxxXxxxxxxx.xxx
XxXxxxxXxxxxxx.xxx
Xxxxxxxxxxxx.xxx
XxxxxxXxxxXxxxx.xxx
XxxxxxxXxxxx.xxx
XxxxxxxXxxx.xxx
XxxxXxxxx.xxx
XxxxxxXxxxxXxxx.xxx
XxxxxxXxxxx.xxx
xxxxxxxxxxxxxxxxxxxxxx.xxxx
xxxxxxxxxxxxxxx.xxxx
xxxxxxxxxxxxxxxxx.xxxx
xxxxxxxxxxxxxxxxxxxx.xxxx
xxxxxxxxxxxx.xxxx
xxxxxxxxxxxxxx.xxxx
xxxxxxxxxxxxxx.xxxx
xxxxxxxxxxxxxxxxx.xxxx

Domain Names (Domain Name Parking)

xxxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxxx.xxx
xxxxxxxxxx.xxx
xxxxxxxxxxxx.xxx
xxxxxxxxxxxx.xxx
xxxxxxxxxx.xxx
xxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxx.xxx
xxxxxxxxxxx.xxx
xxxxxxxx.xxx
xxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxx.xxx
xxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxx.xxx
xxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxx.xxx
xxxxxxxxx.xxx
xxxxxxxxxxxxx.xxx
xxxxxxxxxxx.xxx
xxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxxx.xxx
xxxxxxxxxxx.xxx
xxxxxxxxxxxx.xxx
xxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxx.xxx
xxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxxxx.xxx

 
 
v
 
 

 
CPA Network

VibrantAds CPA advertising network platform developed in XXX.xxx. This platform allows advertisers to promote their offerings online, and for publishers to run the selected offers to generate income using banner, search, email, or other digital media traffic source.

Administration panel (web application)
xxxx://xxxxxxxx.xxxxxxxxxx.xxx

-  
Allow admin to add/edit/delete new or existing advertisers
-  
Allow admin to add/approve/edit/delete new or existing publishers
-  
Allow admin to add/edit/delete new online offers
-  
Allow admin to create new direct offer templates
-  
Allow admin to control offer categories, groups, images, payout, redirects, tracking, status, and etc.
-  
Allow admin to generate report on leads, sales, conversions
-  
Allow admin to upload cost and revenue
-  
Currently over 400+ offers, 1000+ banners

Publisher/affiliate web site and control panel (web application)
xxxx://xxxxxxxxx.xxxxxxxxxx.xxx, xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx

-  
General web site describes what VibrantAds network is
-  
Allow new publisher/affiliates to sign up to the network
-  
Allow approved publisher to have access of its own control panel
-  
Publisher will be able to pull new offers from the network
-  
Publisher will be able to generate its own conversion, sales report
-  
Publisher will have access to offer banners, description, and payout

Incentive Promotion Platform

VibrantAds Incentive program allows the collection of online user data, and to generate leads or sales for the advertisers. A scalable system that can create new incentives and online offers with minimal production time while generate high conversion rate.

Administration Panel (web application)
xxxx://xxx.xxxxxxxxxx.xxx

-  
Display dated records of guest, user that have signed up to the promotional site
-  
Add/Edit promotional offers
-  
Add/Edit bonus offers
-  
Manage user contact, gift status information
-  
Manage pending, approved users
-  
Manage gift fulfillment issues
 
 
 
vi
 
 
-  
Create/Edit new incentive products, manage groups, categories
-  
Create/Edit new sites, landing page, campaigns, for tracking purposes
-  
Upload images for products and advertise banners
-  
Upload cost and revenue reports
-  
Currently over 400+ offers from different sources, 1500+ products, and 4300+ campaigns

Client Side (web site)
Example: xxxx://xxx.xxxxxxxxx.xxx, xxxx://xxxxx.xxxxxxxxx.xxx

-  
Promotional campaigns that incentivize user for trying out advertised offers
-  
Collect user data such as email address, mailing address, age, phone number, etc.
-  
Expose user to an optional survey path for additional leads and revenue generation
-  
Bonus page for introducing other promotional campaigns
-  
Offer page to display advertised offers

Direct Offer Platform

VibrantAds direct offer platform allows the promotion of advertised offer through direct value proposition, comparison, and reviews. Non-incentivized methods.

Client Side (web site):

-  
Credit card review site (xxxx://xxx.xxxxxxxxxxxxxxx.xxx)
-  
Direct promotional offer for Marvel (xxxx://xxxxxx.xxxxxxxxxxxx.xxx)
-  
Direct promotional offer for The Good Xxxx (xxxx://xxxxxxxxxxx.xxxxxxxxxxxx.xxx)
-  
Direct promotional offer for Xxxx Q TV (xxxx://xxxxxxx.xxxxxxxxxxxx.xxx)
-  
Others are still pending

Administration Panel (web application)
xxxx://xxxxxxxx.xxxxxxxxxx.xxx

-  
Allows duplication of new direct promotional offers
-  
Allow customization of each new offers (color scheme, content, images)
-  
Able to group offers and create attributes for individual offers, allows comparisons

Email / Customer database

A detailed collection of user data such as email address, name, gender, shipping address, and phone numbers collected since April 2006 till now. All valid users are recorded based on the web site they have signed up, IP Address, and time stamp.

-  
2 million+ email addresses
-  
1.25 million+ email plus mailing address


vii

Tangible Assets (office equipment)

-  
Three (3) Dell Optiplex desktop computers:
o  
Two Pentium 4 and One Dual Core Processor
o  
Two 19” LCD monitors and One 20” wide screen LCD monitor
-  
Four (4) office desks (dark wood finish)
-  
Four (4) three-drawer file cabinets (match to office desk)
-  
Four (4) synthetic leather office chairs
 
 
 
 
 
 
 
viii
 

 
SCHEDULE 2.3.3

SHARE LOCKUP AND RELEASE SCHEDULE



Date                                                                                                Percent of Shares Released

12 month anniversary of Share issuance date                                                                                                                     20%

13 month anniversary of Share issuance date                                                                                                                     15%

14 month anniversary of Share issuance date                                                                                                                     15%

15 month anniversary of Share issuance date                                                                                                                     15%

16 month anniversary of Share issuance date                                                                                                                     15%

17 month anniversary of Share issuance date                                                                                                                     10%

18 month anniversary of Share issuance date                                                                                                                     10%
 
 
 
 
ix
 
 

 
SCHEDULE 4

DISCLOSURE SCHEDULE

 
 
 
 
 
 

 
x
 
 
 
SCHEDULE 4.5.1


SELLER FINANCIAL STATEMENTS

 
 
 
 
 
 

 
xi
 
 
 
 
SCHEDULE 4.7.1

PROPRIETARY RIGHTS


Schedule 4.7.1(a)  “Owned Proprietary Rights”









Schedule 4.7.1(b)  “Licensed Proprietary Rights”





xii
SCHEDULE 4.15

EMPLOYMENT CONTRACTS



 
 
 
 
 
 
 
 

 
xiii
 
 
SCHEDULE 4.17

PRIVACY POLICIES




 
 
 
 
 
 
 

 
xiv
 
 
 
SCHEDULE 8.5

BUSINESS EMPLOYEES

1.  
Wei-Xxxxx Xx (employee)












 
10655459.6
 
 
xv
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Filed: July 24th, 2008
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