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Exhibit 4(a)
LIMITED ASSET PURCHASE AGREEMENT
THIS AGREEMENT made and entered into this 2nd day of July, 1998, by and between
ALPHA BETA COMMUNICATIONS, INC., d/b/a AlphaCom, an Ohio corporation, located at
000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000 herein referred to as "ABC" or "SELLER"
and ALPHACOM, INC., a Nevada corporation, located at 0000 Xxxxxxxx Xxxx., Xxxxx,
Xxxx 00000, herein referred to as "ALPHACOM" or "PURCHASER".
WHEREAS, both parties agree as follows:
1. SALE OF CERTAIN ASSETS
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The SELLER shall sell to the PURCHASER, and the PURCHASER shall purchase from
the SELLER, free from all liabilities and encumbrances except as agreed and
as per items shown in Attachment A and below:
.1 The right to any trade marked or name denoting good will and any legal
derivative thereof, the SELLER'S client list and client history, including
the existing distributor base and/or subscribers.
.2 Any and all licenses in the State of Ohio.
.3 PURCHASER shall have the right to transfer or "piggyback" any and all in
place insurance policies of the SELLER and any Customer Agreements,
contracts or purchase orders if requested by PURCHASER on or before July
2, 1998.
.4 PURCHASER shall allocate and deliver up to 1,653,354 restricted shares
(hold for a minimum of one year upon issuance before free trading) of its
Common Stock to SELLER and a $200,000 cash payment to ABC's majority
shareholder, Xxx Xxxxxx. This payment is only to paid upon ALPHACOM
completing a successful Regulation A Offering of 1,000,000 shares of
Common Stock at $5.00 per share for a total of $5,000,000. PURCHASER is
not liable for any other creditor, consumer, entity or payable not listed
in Attachment B prior to July 2, 1998.
.5 ALPHACOM'S (for the sole purpose of this Agreement) net worth is being
valued by both parties at $250,000.
2. PURCHASE PRICE
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.1 ABC'S limited assets to be purchased (for the sole purpose of this
Agreement) is being valued by both parties at $250,000.
.2 The capitalization of ALPHACOM as of July 2, 1998 follows: (Prior to the
purchase of ABC).
AUTHORIZED: 20,000,000 shares of common stock, par value $.001 per share
ISSUED AND OUTSTANDING: 9,297,000 shares of common stock.
ALPHACOM will deliver up to 1,653,354 shares of the common stock of
ALPHACOM to ABC's minority shareholders after closing
.3 The capitalization of ALPHACOM (after the purchase of ABC) as follows
TOTAL ISSUED AND OUTSTANDING: 10,950,354 shares of common stock, par
value at $ .001 per share.
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The Distribution of the Shares follows:
ABC's minority shareholders 1,653,354 shares
ALPHACOM (before closing) shareholders 9,297,000 shares
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Total 10,950,354 shares
3. REPRESENTATIONS BY PURCHASER
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.1 The Closing shall take place as soon as practicable and shall take place
when all the documents are evidenced and disclosed. At the time of the
Closing, the SELLER shall execute and deliver to the PURCHASER such
contract assignments, bills of sale and other instrument as may be
necessary to transfer to the PURCHASER the assets set forth in this
Agreement. All such bills or sales and other instruments will contain the
usual warranties and affidavit of title, and will effectively transfer to
the PURCHASER full title to the assets, free and clear of all liens,
security interests and encumbrances, except as disclosed to the PURCHASER.
(Ref. Attachment A, B, C, D and Exhibits 1 through 3). SELLER agrees to
expedite the date of both closings and provide any undelivered documents
that are part of this agreement which shall be delivered within ten (10)
days after the first date of the closing takes place.
4. REPRESENTATIONS BY SELLER
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The SELLER makes the following representations and warranties to the
PURCHASER, all of which shall survive the Closing.
.1 The SELLER is the owner of and has good and marketable title to the assets
sold by way of this Agreement, except as disclosed to the PURCHASER.
The SELLER has entered into no contract relating to the sale or other
disposition of any assets of SELLER not disclosed either prior to or
concurrently with the execution of this Agreement.
.2 Seller represents that it has not entered into any license or other
Agreement between itself, ABC and any other shareholder, creditor or
entity other than as stated in the Exhibits attached hereto.
.3 Seller represents that ABC was founded and activated on March 27, 1996.
.4 Since time is of the essence, both PURCHASER and SELLER mutually agree
that SELLER shall deliver to PURCHASER certain documents, outlined herein
within ten (10) days after the first closing takes place; however, if any
shortcoming results in stock or dollar evaluation to either party,
adjustments if any shall be based upon the values agreed to by both
parties shown herein.
5. MISCELLANEOUS
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In the event SELLER makes any payments on behalf of PURCHASER, and with
PURCHASER'S authorization, prior to the date of Closing, the PURCHASER shall
reimburse the SELLER in an amount not to exceed $5,000. Upon receipt of
canceled checks or payment, PURCHASER shall pay SELLER within ten (10) days
after first closing takes place.
.1 List of ABC accounts payable as listed in Attachment B. If there are any
more payables, they must be paid by SELLER
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.2 Any party may, by notice hereunder to the other party, designate a
changed address for such party. Any notice, if mailed properly addressed,
postage prepaid, registered or certified mail, shall be deemed received
the fifth business day thereafter, or when it is actually received,
whichever is sooner.
.3 This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective assigns, and legal representatives;
provided, however, that neither party hereto shall have the right to
assign or otherwise transfer (by operation of law or otherwise) its rights
or obligations under this Agreement except with the prior written consent
of the other party.
.4 If any controversy shall rise out of this Agreement or out of the refusal
to perform the whole or any part thereof, the parties shall be unable to
agree with respect to the matters in controversy, the same shall be
submitted for determination by a Board of Arbitrators, pursuant to the
Commercial Arbitration Rules of the American Arbitration Association, and
judgment upon the award rendered June bed entered in any court having
jurisdiction thereof.
.5 This Contract may be executed in any number of counterparts, including
counterparts transmitted by telecopier or FAX, any one of which shall
constitute and original of this Contract. When counterparts of facsimile
copies have been executed by all parties, they shall have the same effect
as if the signatures to each counterpart or copy where upon the same
document and copies of such documents shall be deemed valid as originals.
The parties agree that all such signatures June be transferred to a single
document upon the request of any party.
.6 This Agreement shall be deemed to be a contract made under the laws of the
State of Ohio, and for all purposes it shall be construed in accordance
with and governed by the laws of the State of Ohio.
.7 Whenever possible, each provision of this Agreement shall be interpreted
in such manners to be effective and valid under applicable law, but if
any provision of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.
6 This Agreement may not be and shall not be deemed or construed to have been
modified, amended, rescinded, canceled, or waived in whole or in part, except
by a written instrument signed by the parties hereto.
7 This Agreement constitutes and expresses the entire Agreement and
understanding between the parties hereto in reference to all the matter
referred to herein and any previous discussions, promises, representations,
and understanding relative thereto are merged into the terms if this
Agreement and shall have no further force and effect.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement the date
first set forth above.
SELLER: ALPHA BETA COMMUNICATIONS, INC. DBA
ALPHACOM
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
By: /s/ illegible Date: 1-2-98
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Authorized Signature
By: /s/ illegible
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Witness
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PURCHASER: ALPHACOM, INC.
0000 Xxxxxxxx Xxxx. Xxxxx X
Xxxxx, XX 00000
By:/s/ illegible Date: 7/2/98
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Authorized Signature
By:/s/ illegible
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Witness
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EXHIBITS
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1. List of Distributors as of July 2, 1998 (Subscriber Agreements) - +/- 2,500
2. SELLER's investor list, after Closing
3. Copy of office Lease.
ATTACHMENTS
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A. List of equipment, hardware and software. Proof of ownership, Xxxx of Sale,
Purchase Orders, no liens, etc. (no Equipment Leases)
B. List of "Accounts Payable"
C. Copies of licenses, certifications or any Agreements between ABC AND:
1. CDPD Contracts
2. Master Investor List (Prior Agreements with ABC)
3. Shareholders
4. Creditors (N/A)
5. Accounts Payable, customer agreements, insurance, etc. (N/A)
6. Other (any fiduciary or contractual obligation) BETWEEN ABC AND THE
ABOVE ENTITIES
7. Any other Agreements between ABC and_______________.(if applicable).
D. "ALPHACOM" shareholder list (after Closing)
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