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Exhibit 2.1
CONTRACT FOR PURCHASE OF ASSETS
This Contract for Purchase of Assets (the "Contract"), dated as of the
24th day of January, 2001, by and between Galaxy Online, Inc., a Yukon Territory
corporation ("Seller"), and Greenhold Group, Inc., a Florida corporation
("Buyer").
RECITALS:
WHEREAS, Seller owns and operates an Internet Service Provider,
hereinafter called "ISP", located at 00000 Xxx 00 Xxxx, Xxxxx 00, Xxxxxx
Xxxxxxx, Xxxxxxx 00000, and in connection therewith owns (Assets):
1. Existing Internet subscriber customer base listed and attached as
Exhibit "A";
2. Lease Agreement for Hardware, copy of which is attached as
Exhibit "B";
3. The domains and web site, description attached as Exhibit "C";
4. All routers, modems, server's wireless equipment, including towers
and all associated equipment, is accepted in "as-is condition," with appropriate
passwords and administrative rights, attached as Exhibit "D"; and
5. Buyer will have use of all necessary billing equipment and software
involved in the day-to-day operations for a period of fifteen (15) days.
WHEREAS, Buyer desires to purchase the Assets from Seller, and Seller
desires to sell the Assets to Buyer on the terms and conditions set forth in
this Agreement;
NOW, THEREFORE, the parties agree as follows:
1. ASSETS SOLD. Subject to the terms and conditions herein, Seller
shall at Closing convey, assign sell, transfer and confirm to Buyer the Assets.
Seller shall retain all other assets not listed.
A. Buyer shall receive all assets as set out in Recitals
1 - 5;
B. Buyer shall receive all revenue generated per
subscriber on a prorated basis from the date of
subscriber migration;
2. PURCHASE PRICE. In consideration of the sale described in paragraph
1 of those items set out in the Recitals and in the attached Exhibits, and
subject to the terms and conditions herein, the purchase price for the Assets
shall be Fifty Dollars ($50.00) in cash, payable March 31, 2001, and One Hundred
Dollars ($100.00) of common shares, One Dollar ($1.00) per share per active
subscriber as of March 30, 2001; shares shall be issued on March 31, 2001.
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3. LIABILITIES. Except as expressly set forth herein, Buyer is not
assuming, nor shall it be liable for, any liabilities or obligations whatsoever
of Seller.
4. CLOSING.
A. The consummation of the transactions contemplated hereby
(the "Closing") shall occur after Buyer has satisfactorily determined to its
sole satisfaction that the database containing the subscription customers is as
represented in Exhibit "A". The Closing shall take place at the Offices of Buyer
during normal business hours, as reasonably agreed to by Seller and Buyer as of
the 24th day of January, 2001.
B. At the Closing:
(1) Seller shall deliver to Buyer a Xxxx of Sale
listing all Assets purchased;
(2) Seller shall assign all of its rights,
title and interest in, to and under the
existing Lease; and
(3) Seller shall execute and deliver all
documents necessary or appropriate to
assign its interest in each of the domain
names.
C. In addition to the other conditions set forth herein,
Buyer's obligations hereunder are subject to Seller's delivery of all Exhibits,
attached hereto.
5. SELLER'S REPRESENTATIONS. Seller hereby represents and warrants to
Buyer as follows:
A. Seller, as it relates to these Assets, has been operating
in all material respects in accordance with all applicable laws, ordinances,
rules and regulations, and the premises comply in all material respects with all
applicable laws, ordinances, rules and regulations.
B. There is no litigation or proceedings, administrative,
civil or otherwise, pending, or to Seller's knowledge threatened, relating to
the Assets, preventing or challenging the execution, delivery or performance of
this Agreement, or which would materially affect the Assets.
C. The Assets are free and clear of all liens, encumbrances,
claims and interests, and Seller has the absolute and unrestricted right to sell
and assign the Assets to Buyer, and the Assets are hereby conveyed to Buyer free
and clear of all liens, encumbrances, claims, and interest, except those set
forth in the one (1) Lease Agreement.
D. Seller guarantees that no tax audits, liens, levies or
assessments are pending or threatened, to the knowledge of the Seller, with
respect to the Assets.
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E. Seller is a corporation duly organized, validly existing,
and in good standing under the laws of the State of Indiana.
F. The execution, performance and delivery of this Agreement
has been authorized by all requisite action on the part of the Seller, and this
Agreement represents the valid and binding agreement of Seller, enforceable in
accordance with its terms.
6. RISK OF LOSS. Seller shall bear the risk of loss or damage
to Assets prior to delivery of the Assets to Buyer hereunder.
7. INDEMNITY. The Seller represents to the Buyer that he has paid
in full for all fixtures, stock of goods, equipment and other property covered
by this Agreement, and that there are no liens or encumbrances of any kind on
any of such property, and warrants that he can convey a free and clear title to
all thereof. In consideration thereof, the Seller shall indemnify and save
harmless the Buyer against all claims made by any person, firm or corporation
claiming to have a lien or encumbrance on any of the property covered by this
Agreement, or Buyer shall have the right to rescind this Agreement, at it sole
option.
8. TERMINATION. Should Seller default because Assets are not as
they were represented to be, or Seller fails to transfer good title to the
Assets, then Buyer can terminate the Contract at its sole discretion, and Seller
will return all of the Purchase Price paid to date. Should it become necessary
for any party to institute legal action to enforce the terms and conditions of
this Contract, the successful party shall be awarded reasonable attorney's fees,
expenses and costs at all trial and appellate levels. The venue for any claims
arising under this Agreement shall be the Circuit Court in Miami-Dade County,
Florida.
9. NON-COMPETE. As a specific term and condition of this
Agreement, and as an incentive for Buyer to purchase the Assets of Seller,
Seller specifically agrees that it will not solicit any customers set out on the
attached Exhibits.
10. MISCELLANEOUS.
(1) This Agreement may be executed in counterparts, which
taken together shall constitute one (1) instrument, notwithstanding the fact
that all signatures do not appear on the same copy;
(2) This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida;
(3) This Agreement shall be binding on and enure to the
benefit of the parties hereto, and their respective successors, assigns and
heirs;
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(4) Captions are included for convenient reference only, and
shall not affect the interpretation of any provision hereof;
(5) Any waiver or amendment must be in writing and signed by
all parties.
GALAXY ONLINE, INC. GREENHOLD GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx Xxxx X. Xxxxxx
000 Xxx Xxxxxx, Xxxxx 0000 0000 X. Xxxxxxx Xxxx Xxxx.
Xxxxxxx, Xxxxxx Ft. Xxxxxxxxxx, XX 00000
Witness to All Signatures:
/s/ Xxxxxxxx X. Xxxxxxx
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EXHIBITS
A. Dial-up subscriber base to be determined on March 30, 2001.
B. Lease Agreements for all routers, modems, server's wireless equipment,
including towers and other associated equipment not solely owned by
Galaxy Online, Inc.
C. Domain names.
D. Listing of all equipment with appropriate serial numbers, administrative
log-in rights, and passwords.
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