Exhibit 10.10
TRANSFER OF CERTAIN ASSETS OF AMERICAN UNITED GLOBAL, INC.
TO CONNECTSOFT COMMUNICATIONS CORPORATION
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THIS ASSET TRANSFER AGREEMENT ("Agreement"), dated as of the 31st day of
July, 1997, by and between AMERICAN UNITED GLOBAL, INC., a Delaware corporation
("Seller"), having a business address at 00000 XX 00xx Xxxxx, Xxxxx 000,
Xxxxxxxx, XX 00000 and CONNECTSOFT COMMUNICATIONS CORPORATION, a Delaware
corporation ("ConnectSoft"), having a business address at 00000 XX 00xx Xxxxx,
Xxxxx 000, Xxxxxxxx, XX 00000.
WHEREAS, effective July 31, 1997, ConnectSoft Holdings, Inc., a Washington
corporation ("Old ConnectSoft"), transferred the exclusive rights to the
development of unified, intelligent communications proprietary software product
for office and residential applications ("FreeAgent") to Seller, including the
Hewlett-Packard software license agreement (the "HP Agreement") (collectively,
the "FreeAgent Business") ; and
WHEREAS, Seller desires to transfer the FreeAgent Business to ConnectSoft.
NOW THEREFORE, in consideration of the covenants and agreements made
herein, and for the sum of Ten and no/100 ($10.00) Dollars and other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. The Seller, as its full interests in the FreeAgent Business may appear,
hereby absolutely and unconditionally grants, transfers and assigns to
ConnectSoft all of the right, title and interest of Seller in and to all of the
FreeAgent Business currently held by Seller, including the assets (the
"FreeAgent Assets") as more specifically identified below, and the Seller
acknowledges the separate values for each of such categories of specified
FreeAgent Assets and the total value of THREE HUNDRED EIGHTY ONE THOUSAND FOUR
HUNDRED ELEVEN DOLLARS AND SEVENTY-ONE CENTS
($381,411.71) for all of the FreeAgent Assets (the "Total Asset Value"), as set
forth on SCHEDULE A annexed hereto. In addition, ConnectSoft does hereby agree
to employ all of the employees identified on SCHEDULE B annexed hereto in
connection with its development of the FreeAgent Business, and the Seller agrees
to use its best efforts to make such persons available for employment by
ConnectSoft as employees at will (subject to certain of such persons being
employed by ConnectSoft under the terms of employment agreements, as determined
in the discretion of ConnectSoft). ConnectSoft does hereby agree to assume
certain third-party liabilities of Seller related to the operation of the
FreeAgent Business (the "Assumed Third-Party Liabilities") as identified on
SCHEDULE C annexed hereto. Finally, the Seller and ConnectSoft have agreed to
enter into the Sublease Agreement in the form of EXHIBIT I annexed hereto, which
Sublease Agreement shall take effect in accordance with the terms thereof.
2. (i) In consideration for the transfer of the FreeAgent Business,
ConnectSoft does hereby agree to pay to the Seller, as the full purchase price
for its acquisition of the FreeAgent Business under the terms of this Agreement,
the "Total Value". The amount of the Total Value shall equal the aggregate of
the purchase price for the FreeAgent Assets (the "Purchase Price"), plus the
assumption by ConnectSoft of the Assumed Third-Party Liabilities.
The Purchase Price shall be payable as follows:
A. ConnectSoft shall issue and deliver to the Seller stock
certificates evidencing Two Million Nine Hundred Ninety-Nine Thousand Nine
Hundred Ninety-Nine (2,999,999) shares of Common Stock, $.001 par value, of
ConnectSoft (the "Common Stock") as the "Stock Price", which Stock Price the
parties hereto value at One Million ($1,000,000) Dollars; and
B. ConnectSoft shall pay the balance of the Purchase Price, ONE
MILLION ONE HUNDRED THIRTY-NINE THOUSAND FIVE HUNDRED SIXTY-FIVE DOLLARS AND
THIRTY-SIX CENTS ($1,139,565.36) (the "Note Price"), by delivery to the Seller
of a demand note bearing
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interest at 8% per annum (the "Asset Transfer Promissory Note"); PROVIDED, that
in the event that the initial public offering of ConnectSoft equity securities
("IPO") closes on or before December 31, 1997, a portion of the net proceeds of
such IPO shall be used to repay all of the Note Price and all accrued interest
thereon.
(ii) Immediately following the full execution of this Agreement by all
parties hereto, the Seller shall deliver to ConnectSoft documentation, as may be
required, which transfers the FreeAgent Assets to ConnectSoft, ConnectSoft shall
deliver to the Seller the Stock Price and the Note Price and ConnectSoft and
Seller shall execute and deliver such additional documentation , as required,
which transfers to and results in the assumption by ConnectSoft of the Assumed
Third-Party Liabilities.
3. Seller does hereby indemnify and hold ConnectSoft harmless to the
fullest extent permitted by law for and against any losses, claims, liabilities,
damages, debt, actions [including reasonable and documented costs (including
without limitation, costs of preparation and reasonable attorney's fees and
disbursements) and expenses, including reasonable expenses of investigation)]
which arise out of the business and operations of Old ConnectSoft on or prior to
the Closing Date, other than matters arising after September 1, 1996 which are
related to the FreeAgent Business, the activities of Old ConnectSoft related to
the development and utilization of the FreeAgent Business and the obligations
which may have been incurred by Old ConnectSoft in connection with the
development and utilization of the FreeAgent Business; PROVIDED, that
notwithstanding any limitations contained herein, Seller's obligation to
indemnify ConnectSoft shall include matters which arise at any time and which
relate in any way to (i) Old ConnectSoft's acts of transfer to Seller of the
FreeAgent Business, (ii) Seller's acts of transfer of the FreeAgent Business to
ConnectSoft, and (iii) the results of such transfers upon Old ConnectSoft,
and/or ConnectSoft.
4. This Agreement shall be governed by and in accordance with the laws of
the State of Washington without regard to principles and conflicts of law. All
amounts payable hereunder or under
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the Asset Transfer Promissory Note or under any other document evidencing,
securing or pertaining to the Asset Transfer Promissory Note shall be payable to
the Seller in the State of Washington.
5. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and permitted assigns.
6. Any waiver by any party of any provision of this Agreement or of any
right, remedy or option hereunder shall not be controlling, nor shall it prevent
or stop such party from thereafter enforcing such provision, right, remedy or
option, and the failure or refusal of any party to insist in any one or more
instances upon the strict performance of any of the terms or provisions of this
Agreement shall not be construed as a waiver or relinquishment for the future of
any such term or provision, but the same shall continue in full force and
effect, it being understood and agreed that any party's remedies and options
hereunder are and shall be cumulative and are in addition to all other rights,
remedies and options of such party in law or in equity or under any other
agreement.
7. All personal pronouns used in this Agreement whether used in the
masculine, feminine or neuter gender shall include all other genders; the
singular shall include the plural and vice versa.
8. In the event that any provision of this Agreement or the application
thereof to any party or any circumstance in any jurisdiction governing this
Agreement shall, to any extent, be invalid or unenforceable under any applicable
statute, regulation, or rule of law, then such provisions shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform to such statute, regulation or rule of law, and the
remainder of this Agreement and the application of any such invalid or
unenforceable provision to parties, jurisdictions or circumstances other than to
whom or to which it is held invalid or unenforceable shall not be affected
thereby nor shall same affect type validity or enforceability of any other
provision of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
CONNECTSOFT COMMUNICATIONS CORPORATION
(a Delaware corporation)
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: President and CEO
AMERICAN UNITED GLOBAL, INC.
(a Delaware corporation)
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Chairman and CEO
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SCHEDULE A
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Computer Equipment $ 268,912
Furniture and Fixtures 12,500
Trademarks and Patents --
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Total Fixed Assets $ 381,412
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SCHEDULE B
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Xxxxxxx X. Xxxx
Xxxx X. Xxxxxxxxxxx
Xxxxxx X. Xxxxxxx
Xxxxxxxxx X. Xxxxxx
D. Xxxxxxxx Xxxxx
Xxxxxx X. Xxxx
Xxxxx Xxxxxx
Xxxxxx X. Xxxxxx
Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxx
Xxxxx. X. Xxxxxx
Xxxxx X. Xxxx
Xxxxxx X. Xxxxxx
Xxxxxxx Xxxxxx
Xxxxxx X. Xxxxxx
Xxxxx Menato
Xxxx X. Xxxxxxxx
Xxx X. Xxxxxxx
Xxxxxxxx X. Xxxx
Arjun X. Xxxxxx
Xxxxxx X. Xxxxxxxx
Xxxxxxx Xxxxxx
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SCHEDULE C
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Obligations under HP Agreement $ 750,000
Accounts Payable and other Liabilities 325,183
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Total $1,075,183
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EXHIBIT I
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