PURCHASE AGREEMENT
This Agreement is dated this 7 day of March, 2003, by and between CYPOST
CORPORATION, a Delaware corporation, ("SELLER") and XXXXXXXX.XXX, L.L.C., a
Washington liability company ("BUYER").
RECITALS:
WHEREAS, the SELLER operates and owns a business division called "Connect
Northwest" or "CNW" ("CNW Business") which provides web hosting services and
dial-up internet service access to customers located in the Mount Xxxxxx area of
the State of Washington (" CNW Customers").
WHEREAS, the SELLER operates the CNW Business from Mount Vernon, WA;
WHEREAS, on the terms and conditions below, the BUYER desires to purchase,
and the SELLER desires to sell its CNW Customer accounts and certain assets
owned by Seller, which assets are utilized by SELLER to operate the CNW
Business.
NOW, THEREFORE, for good and valuable consideration, and in consideration
of the terms and conditions below, SELLER and BUYER agree as follows:
1. Assets Purchased/Liabilities Assumed/Employees/Other Agreement.
1.1 Assets Purchased. The SELLER agrees to sell to the BUYER and the
BUYER agrees to purchase from the SELLER, on the terms and conditions set forth
in this Agreement, the following:
1.1.1 The assets ("CNW Assets") set forth on Exhibit A attached
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hereto and incorporated herein by this reference, which include the CNW Customer
Accounts.
1.1.2 The right to all cash receipts or payments from or
attributable to CNW Customers for March of 2003 for CNW Business internet or
hosting services for the entire calendar month of March, 2003If any payments
for March of 2003 are received directly by SELLER, then the SELLER agrees to
immediately remit said payments to BUYER.
1.2 Excluded Assets. Excluded from the CNW Assets are any CNW Assets
that are not expressly set forth on Exhibit A.
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PURCHASE AGREEMENT--PAGE 1
1.3 Employees. Upon execution of this Agreement, SELLER will
terminate each employee of the CNW Business and shall satisfy all severance,
vacation, benefits and other obligations, statutory of and under common law,
relating to such employees as a result of the termination of employment. Upon
full execution of this Agreement, BUYER, at its sole discretion, may make
offers of employment to specific employees of SELLER's CNW Business. The SELLER
agrees to release all terminated employees from any employment agreement that
would restrict or limit said employee's ability to accept employment with BUYER.
1.4 Liabilities of SELLER
1.4.1 Liabilities Not Assumed By BUYER. SELLER shall
continue tobe responsible for and agrees to pay and discharge all of its
liabilities, expenses, taxes accounts payables, employment expenses, accrued
vacation expenses and obligations relating to the operation of the CNW Business
prior to Closing. BUYER will not assume any of said liabilities or expenses and
BUYER will further not assume any of equipment leases, equipment repair
agreements, employment contracts, office lease, deferred compensation agreement,
line of credit or other debts and obligations of the CNW Business.
1.4.2 Liabilities Assumed By BUYER. BUYER agrees to assume,
pay for and discharge the following CNW Business related liabilities and
expenses ("Assumed Liabilities"):
(a) Expenses for dial-up internet service of the CNW
Business ($X.XX prepaid per CNW Customer or $X.XX paid upon receipt per CNW
Customer per month based on XX pooled hours, with an additional $. XX per hour
above XX pooled hours) for the calendar month of March, 2003.
(b) Qwest frame relay, hosting bandwidth, local and toll
free telephone lines, P.O. Box expenses, plus any other ordinary and necessary
expenses that are directly related to the CNW Business for the month of March
2003.
(c) The BUYER agrees to reimburse SELLER for the payroll
costs (excluding any termination bonuses or other accrued salary for vacation)
directly attributable to the CNW Business employees performing services for the
CNW Business from March 1 until the date of execution of this Agreement. SELLER
agrees to provide an accounting of said employment related expenses within ten
(10) days of the execution of this Agreement and BUYER will promptly reimburse
SELLER for said payroll costs.
2. Purchase Price and Terms.
PURCHASE AGREEMENT--PAGE 2
2.1.1 Purchase Price. The purchase price and other consideration for
the purchase of the CNW Assets is One Hundred and Seventy Thousand One Hundred
and Eighty Four &13/100 Dollars ($170,184.13).
2.1.2 Terms of Sale. The BUYER agrees to pay the entire purchase price
all cash at Closing. SELLER desires the purchase price to be wired into the
following bank account upon execution of this document:
CNW
Bank of America
a/c no. 268xx-xxxxx
address : 5th & Main 2681, Oregon,
2.1.3 Allocation of Purchase Price. The Purchase Price shall be
allocated as follows:
Equipment $ 5,000.00
Non-solicitation Covenant $ 5,000.00
Trademarks &Trade names $ 25,000.00
Customer List $135,184.13
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Total Purchase Price $170,184.13
2.5 Tax Reporting of Allocations. BUYER and SELLER shall report the sale
and purchase of the CNW Assets for all federal, state, local and foreign tax
purposes in a manner consistent with the allocation set forth in this Section
2.1.3
3. Closing.
3.1 Closing Date. The closing ("Closing") of this transaction shall
on the date this Agreement is executed by SELLER and BUYER. For purposes of
administrative convenience, the effective date of Closing shall be deemed March
1, 2003. There shall be no formal closing agent, but the parties hereto agree
to cooperate to execute all documents to effectuate closing, including any
instruments, documents or other forms necessary to accomplish the transfer of
the CNW Customers and other CNW Assets to BUYER. Both parties hereto recognize
that providers such as Qwest or UUNET, etc may require SELLER and/or BUYER to
execute additional forms or documents to accomplish the complete transfer of the
CNW Assets and both parties hereto agree to cooperate to execute said forms or
documents. SELLER grants BUYER until March 31, 2003, to remove all purchased
CNW Assets from its leased office spaces.
3.2 Prorations. Other than the Assumed Liabilities, BUYER will not
be responsible for any costs or expenses of the CNW Business prior to closing.
BUYER agrees to pay costs and expenses of incurred from March 1, 2003 and
thereafter for the previously listed Assumed Liabilities.
PURCHASE AGREEMENT--PAGE 3
SELLER shall remain responsible for the office lease, telephone line
costs, UUNET service costs, Federal income taxes, Washington State
Excise/Sales/Use tax and Business & Occupation Taxes incurred by SELLER prior to
Closing and all other expenses, debts and obligations relating to the operation
of the CNW Business prior to Closing. SELLER is responsible for all employment
costs, including wages, accrued vacation time for employees and FICA, of its CNW
Business employees that are terminated, subject to a reimbursement from BUYER as
outlined in Section 1.2.2 (c) above.
3.3 Transfer Taxes, Etc. To the extent applicable, any Washington
State retail sales/use/excise taxes due as a result of the sale of CNW Assets
contemplated hereby shall be paid entirely by BUYER.
3.4 Costs and Expenses. Except as otherwise provided in Sections 3.2,
3.3 and elsewhere in this Agreement, each party shall separately bear the costs
and expenses incurred by it in connection with this Agreement and the
transactions contemplated hereby.
3.5 Disclosures. SELLER and BUYER agree not to make any public
disclosures about the existence or contents of this Agreement other than as
required by law or public disclosure requirements of SELLER. At the request
of BUYER, SELLER agrees to cooperate with BUYER (at no financial obligation or
cost to SELLER) to notify the CNW Customers of the purchase by BUYER and the
change of ISP and/or web hosting services.
3.6 Performance at Closing.
3.6.1 Performance By SELLER. SELLER will:
(a) At Closing, deliver to BUYER a Xxxx of Sale in the
form of Exhibit B and all other appropriate documents and instruments in
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customary form and substance sufficient to transfer to BUYER all of SELLER's
right, title and interest in and to all tangible assets that are a part of the
CNW Assets, free and clear of any mortgages, liens, pledges, privileges,
charges, claims and encumbrances any kind whatsoever, other than the Assumed
Liabilities.
(b) At Closing, deliver to BUYER a certified copy of a
resolution of SELLER's board of directors authorizing the execution of this
Agreement and the transactions contemplated hereby.
(c) At Closing, deliver to BUYER all other instruments and
documents that BUYER or its counsel, in the reasonable exercise of their
discretion, shall deem to be necessary to fulfill any obligation required to be
fulfilled by SELLER on the Closing date.
PURCHASE AGREEMENT--PAGE 4
(d) At Closing, provide to BUYER written authorization to
change the endpoint of the Qwest Relay T1 line.
(e) At Closing, to provide to BUYER written authorization
to take over ownership of the P.O. Box located in Mount Vernon, Washington.
(f) At Closing, stop announcing the Class-C Block of IP
Addresses allocated to SELLER by Savvis which are currently used for the XXX.xxx
hosted websites and the XXX.xxx internal network servers from its routers and
DNS servers and permit the BUYER to announce those addresses from BUYERSec.s
routers and DNS servers. If it is technically not feasible for SELLER to
determine how to achieve this objective, SELLER will instead transfer the
affected Class C blocks of IP addresses to BUYER.
(g) Upon receipt of payment for the March 2003 CNW dialup
service from Isomedia, CyPost will provide Isomedia a copy of the Check issued
to WorldCom for the CNW realm. SELLER will cooperate with BUYER, including
granting a written letter of authorization, to allow BUYER to transfer the UUNET
realm of "XXX.xxx" to BUYER's Radius servers.
3.6.2 Performance by BUYER at Closing. At Closing, BUYER shall
deliver to SELLER the following:
(a) Cash in the full amount of the purchase price. If
SELLER elects to receive the Purchase Price payment by a wire transfer, then the
BUYER agrees to wire the Purchase Price to BUYER.
(b) A certified copy of a resolution of sole Member of BUYER
authorizing this transaction.
(c) All other instruments and documents that SELLER or its
counsel, in the reasonable exercise of their discretion, shall deem to be
necessary to fulfill any obligation required to be fulfilled by BUYER on the
Closing date.
3.7 Use of Names. The SELLER agree that after the Closing the BUYER
shall have the sole ownership and use of the names "CONNECT NORTHWEST",
"XXX.XXX" and "XXX.XXX" and that SELLER agrees that it will not use said names
in any manner whatsoever without written consent of BUYER. PURCHASER is allowed
to use the names in SEC filings.
PURCHASE AGREEMENT--PAGE 5
4. Representations and Warranties of SELLER. SELLER represents and
warrants to BUYER that the following statements are true and correct on the date
hereof, and will be true and correct on the Closing as though made on such
date:
4.1 Organization, Corporate Power and Authority. SELLER is a
corporation duly organized, validly existing and in good standing under the
laws of Delaware, and has the requisite corporate power and authority to
execute, deliver and perform this Agreement and to consummate the transactions
contemplated hereby.
4.2 Authorization, Binding Effect and No Conflicts. Upon execution of
this Agreement by the parties hereto. That the Agreement has been duly and
validly executed and delivered by SELLER and constitutes the valid and binding
obligation of SELLER, enforceable in accordance with its terms, subject to (i)
applicable bankruptcy, insolvency or other similar laws relating to creditors'
rights generally, and (ii) general principles of equity.
4.3 Licenses and Authorizations. SELLER is not aware of any material
violation of any federal, state, or local law or regulation in respect to
SELLER's ownership or operation of the CNW Assets and CNW Business.
4.4 Financial Statements. To the best of SELLER's knowledge, all
financial statements that SELLER has provided BUYER relating to the CNW Business
are true and accurate.
4.5 Litigation. There are no actions, suits, claims, proceedings or
investigations pending or, to the knowledge of SELLER, threatened against SELLER
that would affect SELLER's title or interest in any of the CNW Assets. SELLER
has received no notice, and has no knowledge, that it is in default of any
order, writ, injunction or decree of any court or federal, state, municipal or
governmental department, commission, board, bureau, agency or instrumentality
with respect to the ownership and operation of the CNW Assets. To the best
knowledge of SELLER, SELLER has complied in all material respects with all laws,
regulations, franchises, licenses and orders applicable to the CNW Assets.
4.6 Employee Agreements. There are no collective bargaining
agreements and no deferred compensation or profit-sharing plans or arrangements
presently in force, or any other agreement with employees that would affect the
transfer of CNW Assets contemplated by this Agreement or require BUYER to
continue any employment or compensation arrangement with any person. SELLER has
no commitment to enter into any such agreements, or establish any such plans or
arrangements, nor will it do so while this Agreement is in effect.
4.7 No Broker. SELLER has not employed any broker, finder or agent,
nor otherwise become obligated for any broker's, finder's or agent's or similar
fee with respect to the transaction contemplated by this Agreement.
PURCHASE AGREEMENT--PAGE 6
4.8 Disclosure. Neither this Agreement nor any of the Schedules or
Exhibits annexed hereto contains any untrue statement of any material fact, or
omits to state any material fact required to be stated in order to make the
statements contained herein or therein not misleading. To the best knowledge of
SELLER, there is no fact which has not been disclosed in writing to BUYER prior
to the date hereof that materially adversely affects the prospects or the
financial or other condition of the CNW Assets.
4.9 Compliance With Laws. To SELLER's knowledge, SELLER is in
compliance with all laws, rules, regulations and orders applicable to the CNW
Business (including, without limitation, those relating to environmental
protection, occupational safety and health and equal opportunity employment
practices), except where the failure to comply therewith does not have a
material adverse effect on the financial condition of the CNW Business.
4.10 Nonforeign Status. SELLER is not a "foreign person" (i.e., a
nonresident alien individual or foreign corporation) within the meaning of
Section 897(a) of the Internal Revenue Code. At Closing, SELLER will furnish
Purchaser, in accordance with Internal Revenue Code Section 1445 and the
regulations thereunder, with an affidavit stating, under penalty of perjury,
that SELLER is not a "foreign person," and stating SELLER's taxpayer
identification number.
4.11 Tax and Other Returns and Reports. (i) All federal, state,
local and foreign tax returns and reports (including without limitation all
income tax, social security, payroll, unemployment compensation, sales and use,
excise, privilege, property, ad valorem, franchise, license and school) required
to be filed by the SELLER by the Closing ("Tax Returns") have been filed with
the appropriate governmental agencies in all jurisdictions in which such returns
and reports are required to be filed, and all such returns and reports properly
reflect the taxes of the SELLER for the periods covered thereby; (ii) all
federal, state and local taxes, assessments, interest, penalties, deficiencies,
fees and other governmental charges or impositions, including those enumerated
above with respect to the Tax Returns, which are called for by the Tax Returns,
or which are claimed to be due from the SELLER by notice from any taxing
authority, or upon or measured by its properties, assets or income ("Taxes"),
have been properly accrued or paid by or at the Closing if then due and payable;
and (iii) the reserves for Taxes contained in the Financial Statements are
adequate to cover the tax liabilities of the SELLER as of that date, and nothing
other than tax on operations subsequent to the date of the Financial Statements
has occurred subsequent to that date to make any of such reserves inadequate.
4.12 Intellectual Property Rights. Except, in each case, as set
forth in Schedule 4.12:
PURCHASE AGREEMENT--PAGE 7
(a) The SELLER has trademarked the name "Connect Northwest" and
has ownership of the following domain names: XXX.XXX and XXX.XXX. Furthermore,
SELLER owns, possesses or has the right to use all intellectual property rights
necessary or required to conduct its CNW Business as presently conducted, or
otherwise used by the SELLER;
(b) no royalties or other amounts are payable by the SELLER to
other persons by reason of the ownership or the use of the any intellectual
property owned or used by the SELLER;
(c) (i) to the best knowledge of the SELLER , no product or
service related to the SELLER's CNW Business and marketed and sold by the SELLER
violates any license or infringes upon any intellectual property rights of
others, (ii) the SELLER has not received any notice that any such product or
service conflicts with any intellectual property rights of others, and (iii) to
the best knowledge of the SELLER, there is no reasonable basis to believe that
any such violation, infringement or conflict may exist;
(d) The SELLER is not a party to, or subject to, any contract
which currently requires, or upon the passage of time or occurrence of an event
or contingency (whether of default or otherwise) will require, the conveyance or
disclosure of secret processes or formulae related to, any intellectual property
of the SELLER;
(e) All computer hardware and software included among the CNW
Assets and currently used and/or necessary to the conduct of the SELLER's CNW
Business, are in reasonable working order;
(d) The SELLER has obtained and delivered to the BUYER all
consents and approvals of third parties necessary to duly transfer to the BUYER
all of the SELLER's rights, title and interest in and to all of its intellectual
property included among the CNW Assets.
5. Representations and Warranties of BUYER. BUYER represents and
warrants to SELLER that the following statements are true and correct on the
date hereof and will be true and correct on Closing as though made on such
date:
5.1 Organization, LLC Power and Authority. BUYER is a limited
liability company duly organized, validly existing and in good standing under
the laws of Washington, and has the requisite LLC power and authority to
execute, deliver and perform this Agreement and to consummate the transactions
contemplated hereby. At Closing, BUYER agrees to provide SELLER a copy of the
LLC minutes authorizing the purchase of the CNW Assets by BUYER.
PURCHASE AGREEMENT--PAGE 8
5.2 Authorization, Binding Effect and No Conflicts. The execution,
delivery and performance by BUYER of this Agreement and the consummation by
BUYER of the transactions contemplated thereby have been duly authorized by all
necessary LLC action on the part of BUYER. This Agreement has been duly and
validly executed and delivered by BUYER and constitutes the valid and binding
obligation of BUYER, enforceable in accordance with its terms, subject to (i)
applicable bankruptcy, insolvency or other similar laws relating to creditors'
rights generally, and (ii) general principles of equity.
5.3 Consents and Approvals. Neither the execution of this Agreement
nor the consummation of the purchase of the CNW Assets requires the approval of
a third party or consent of any governmental authority having jurisdiction over
the CNW Business.
5.4 No Broker. BUYER has not employed any broker, finder or agent, nor
otherwise become obligated for any broker's, finder's or agent's or similar fee
with respect to the transaction contemplated by this Agreement.
5.5 Compliance With Laws. To BUYER's knowledge, BUYER is in compliance
with all laws, rules, regulations and orders applicable to the CNW Business
(including, without limitation, those relating to environmental protection,
occupational safety and health and equal opportunity employment practices),
except where the failure to comply therewith does not have a material adverse
effect on the financial condition of the CNW Business.
6. Non-solicitation Covenant. As additional consideration to BUYER,
SELLER agrees that it will not directly or indirectly, for a period of two (2)
years from Closing, solicit CNW Customers for Internet or web hosting related
services. The parties agree: (a) that the restraints imposed herein upon
SELLER are necessary for the protection of the BUYER and are not greater than
are reasonably necessary; and, (b) that the degree of injury to the public due
to loss of the service and skill of the SELLER upon enforcement of said
restraints do not and will not warrant nonenforcement of such restraints.
7. Indemnification.
7.1 Indemnification of BUYER. SELLER agrees to indemnify and hold
BUYER, its successors and assigns, harmless from and against:
7.1.1 Any and all claims, liabilities, taxes and obligations of
every kind and description, contingent or otherwise, arising out of or related
to the operation of the CNW Business or to ownership of the CNW Assets by SELLER
prior to the Closing. Such claims, liabilities and obligations include any and
all claims, liabilities and obligations arising or required to be performed
prior to the Closing under any contract, agreement, lease or instrument assumed
by BUYER, except for Assumed Liabilities of BUYER.
PURCHASE AGREEMENT--PAGE 9
7.1.2 Any and all damage or deficiency resulting from any
misrepresentation, breach of warranty, or nonfulfillment of any agreement on the
part of SELLER under this Agreement, or from any misrepresentation in or
omission from any certificate or other instrument furnished to BUYER pursuant to
this Agreement or in connection with any of the transactions contemplated
hereby.
(a) Any and all actions, suits, proceedings, damages,
assessments, judgments, costs and expenses, including reasonable attorneys' fees
incurred by BUYER as a result of SELLER's failure or refusal to compromise or
defend any claim incident to the foregoing provisions.
(b) If any claim or liability shall be asserted against
BUYER which would give rise to a claim by BUYER against SELLER for
indemnification under the provisions of this section, BUYER shall promptly
notify SELLER in writing of the same, and SELLER shall, at its own expense,
compromise or defend any such claim; provided, however, that BUYER may, at its
own cost and expense, join and cooperate with SELLER in defending or
compromising such claim.
7.2 Indemnification of SELLER. BUYER hereby agrees to indemnify and
hold SELLER and its successors and assigns harmless from and against:
7.2.1 Any and all claims, liabilities, taxes and obligations of
every kind and description, contingent or otherwise, arising from or related to
the ownership of the CNW Assets by BUYER subsequent to the Closing.
7.2.2 Any and all damage or deficiency resulting from any
misrepresentations, breach of warranty, nonfulfillment of any agreement or
obligation assumed or required to be assumed by BUYER under this Agreement, or
from any misrepresentation in or omission from any certificate or other
instrument furnished to SELLER pursuant to this Agreement, or in connection with
any of the transactions contemplated hereby.
(a) Any and all actions, suits, proceedings, damages,
assessments, judgments, costs and expenses incident to any of the foregoing
provisions, including reasonable attorneys' fees incurred by SELLER as the
result of BUYER's failure or refusal to defend or compromise any claim.
(b) If any claim or liability shall be asserted against
SELLER which would give rise to a claim by SELLER against BUYER for
indemnification under the provisions of this section, SELLER shall promptly
notify BUYER of the same and BUYER shall, at its own expense, compromise or
defend any such claim; provided that SELLER
PURCHASE AGREEMENT--PAGE 10
may, at its own cost and expense, join and cooperate with BUYER in the defense
or compromise of such claim.
8. Miscellaneous.
8.1 Confidentiality. The parties will maintain the confidentiality
of this transaction pending the Closing and will discuss it only with legal
counsel, accountants and financing sources necessary to effectuate the
transaction.
8.2 Assignment, Successors, Assigns, Etc. The terms and conditions of
this Agreement shall inure to the benefit of, and shall be binding upon, the
parties hereto, their respective heirs, personal representatives, successors and
assigns.
8.3 Survival of Representations and Warranties. All of SELLER's and
BUYER's representations and warranties contained herein shall survive the
Closing.
8.4 Schedules and Exhibits. All schedules and exhibits attached to
this Agreement shall be deemed part of this Agreement and incorporated herein,
where applicable, as if fully set forth herein.
8.5 Construction. This Agreement shall be construed and enforced in
accordance with the laws of the State of Washington. The parties hereto agree
that this Agreement is a negotiated agreement and shall not be construed against
one party or the other. The venue for any dispute shall be Seattle, Washington.
8.6 Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which shall be deemed an original and all of
which shall constitute one and the same instrument.
8.7 Notices. Any notices or other communications shall be in writing
and shall be considered to have been duly given on the earlier of (1) the date
of actual receipt or (3) three days after deposit in the first-class certified
U.S. mail, postage prepaid, return receipt requested:
(a) If to SELLER, to: CyPost Corporation
000 - 0000 Xxxx Xxxxxxx
Xxxxxxxxx, XX
X0X 0X0
(b) If to BUYER, to: 0000 000xx Xxx. X.X.
Xxxxxxx, XX 00000
PURCHASE AGREEMENT--PAGE 11
8.8 Amendment. This Agreement may be amended at any time prior to
Closing by written instrument executed by the parties hereto or by a
modification to this Agreement initialed by each party.
8.9 Entire Agreement. This Agreement contains the entire
understanding of the parties hereto relating to the subject matter herein.
8.10 Waiver. Any default, misrepresentation or breach of any covenant
or warranty by a party in connection with this Agreement may be waived in
writing by the other party. No such waiver shall be deemed to extend to any
prior or subsequent default, misrepresentation or breach of any covenant or
warranty, or affect any rights arising by virtue of any prior or subsequent
default, misrepresentation or breach of any covenant or warranty.
8.11 Arbitration. Any dispute between some or all of the parties
under this Agreement shall be resolved by binding arbitration pursuant to RCW
7.04. Matters not addressed by RCW 7.04 shall be governed by the Commercial
Arbitration Rules of the American Arbitration Association. If the parties are
unable to agree upon an arbitrator to determine the dispute, any party may, upon
not less than five court days' notice to the other parties, request that the
presiding judge for the King County Superior Court, state of Washington, appoint
an arbitrator to determine the dispute. Upon conclusion of the arbitration, the
prevailing party may file the award as a judgment with the King County Superior
Court, and otherwise enforce its judgment under Washington law. The arbitrator
shall determine which party or parties has prevailed, and shall award the
prevailing party or parties attorneys' fees and costs, including the costs of
the arbitration. The parties shall share equally the cost of the arbitration
subject to the right of the prevailing party to recover those costs as part of
the arbitration award.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the date first set forth above.
SELLER:
CyPost Corporation
By:
Its:
BUYER:
XXXXXXXX.XXX, L.L.C.
PURCHASE AGREEMENT--PAGE 12
By:
Its:
Exhibits
Exhibit A -Asset List
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Exhibit B -Xxxx of Sale
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PURCHASE AGREEMENT--PAGE 13
Exhibit A
CNW Asset List
Excluded Assets
Notwithstanding anything to the contrary in this Agreement and except as
explicitly set forth in items one through four in Exhibit A herein of this
Agreement, CyPost Corporation shall retain all assets excluded from the Purchase
Agreement.
List of Assets to be transferred by SELLER to BUYER
1. CNW subscriber base including, but not limited to, approximately 2040
dial-up, hosting, e-mail, and frame relay customers.
2. XXX.XXX and XXX.XXX domains.
3. All rights to the trademarked name "Connect Northwest."
4. All Customer information, including billing information, and contact
information for all transferred Customers.
5. All software and software licenses necessary to operate and run the
below referenced computers/servers.
6. The accounting system hardware, software and database files of
Customers.
7. Customer configuration information for the router on the Qwest frame
Relay T1 line hosted in the Westin Building, Seattle, WA.
8. The P.O. Box 2568located at_1207 Cleveland Ave in Mount Xxxxxx.
9. The rights, title and ownership of all telephone numbers, fax numbers
and 800 telephone numbers designated for use in the CNW Business, and
authorization to supercede said telephone numbers to BUYER.
10. All Class-C block of IP addresses that have been allocated by Savvis
to the SELLER and are used in the CNW Business, the XXX.XXX hosted web
sites and XXX.XXX internal network servers.
11. Have full use of the name XXX.XXX and related domains to allow the
BUYER to provide service to SELLER's Customers who are currently using
that domain name.
12. All UUNET realms of XXX.XXX to be transferred to BUYER's Radius
Servers.
13. Local telephone numbers presently used in Mt. Xxxxxx which all
terminate on (360-336-2265)
14. Following 10 computer/servers listed below:
PURCHASE AGREEMENT--PAGE 14
Exhibit A
Assets List - Continued
**********************************
***** Mount Xxxxxx COMPUTERS *****
**********************************
XXXXXXXX - Windows 2000 Professional (Billing fileserver)
Mini AT case w/ "STC" sticker
Pentium 166
64 MB RAM
1 gig seagate scsi
2 gig seagate scsi
Sony scsi cdrom
Adapterc AHA 3940/3940W pci scsi controller
No Monitor
XXX.XXX Server - Windows NT4 Server SP6 (cio webserver)
Mid Tower AT Case w/ "Intel Pentium MMX inside" sticker
Pentium 200 MMX
128 MB RAM
3.5 GB IDE Hard Drive
2.5 GB IDE Hard Drive
8X IDE CDROM
No Monitor
Dedicated PS2 Mouse
*****************************
***** Seattle COMPUTERS *****
*****************************
RAINIER - Solaris 2.5.1 (NS4, MySQL database, Account Management)
Rack Mount ATX case (black, Rack 1)
unknown CPU class, probably Pentium II
128 MB RAM
DPT RAID Controller Card
(MAYBE) on-board RAID controller (not solaris compatible)
1 4.5 GB Quantum Viking II SCSI drive
2 ?? GB Seagate SCSI drives
PURCHASE AGREEMENT--PAGE 15
Exhibit A
Assets List - Continued
HOTH - Windows NT 4.0 Server (NT Virtual Domain server)
Asus Motherboard
Black Rack Mount AT Case (black, Rack 1)
Pentium Pro @ 000 xxx
000 XX RAM
2 GB SCSI Quantum Fireball drive
8.4 GB SCSI Quantum Fireball drive
SymBios Logic C810 PCI SCSI Host Adapter (daughter-card)
Sony SCSI CD-ROM Drive (SCSI)
TERMINUS - Windows NT 4.0 Server (NT Virtual Domain server)
Black Racom Mount AT Case (black, Rack 1)
Pentium 233 MMX
128 MB RAM
Adaptec AHA 2840 Ultra/Ultra Wide SCSI controller card
4 GB Xxxxxx Digital SCSI drive
Toshiba SCSI CDROM
20 GB Seagate Tape Drive (broken?)
SHASTA - Old Solaris (shell services)
Desktop style case on shelf (Rack 3, Seattle NOC)
Sparc Station 5
2 x 4GB SCSI drives in external drive housing
1 x 2GB Internal SCSI drive
64 MB RAM
XXXXX - Solaris 2.7 (unix virtual domain server)
Black Rack Mount AT Case
Pentium 233 MMX
4 GB Western Digital SCSI drive
9 GB Quantum Atlas 4
??? RAM
??? SCSI controller
PURCHASE AGREEMENT--PAGE 16
Exhibit A
Assets List - Continued
XXXXX - Solaris 2.5.1 (mail, user websites, primary client resolver server)
Black Full-Size Rack Mount Case
Dual Pentium Pro @ 200 mhz
256 MB RAM
2 x 4 GB SCSI Drives (RAID)
1 x 4 GB Seagate ST34572W
2 x 3 GB Quantum Viking
DPT Raid Controller w/ 64 MB memory
LASSEN - Solaris 2.5 (backup mail, secondary DNS)
Full Tower AT Case (on floor)
Pentium 90 mhz
4 GB Seagate ST15320N SCSI Hawk
SCSI Controller (adaptec 2940?)
HOOD - Redhat Linux 7.3 (mail, primary DNS, radius, sql)
Full Tower ATX Case
Pentium II or II
other stats unavailable at this time
PURCHASE AGREEMENT--PAGE 17
Exhibit B
Xxxx of Sale - See attached
PURCHASE AGREEMENT--PAGE 18
