DVERB MEDIA ASSETS & GOODWILL PURCHASE AGREEMENT
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DVERB
MEDIA ASSETS & GOODWILL
PURCHASE
AGREEMENT
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Exhibit
10.3 10-Q
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THIS
GOODWILL PURCHASE AGREEMENT (the "Agreement") dated as of the 24th
day
of April, 2008,
is made
and entered into by and between WinSonic
Digital Media Group, Ltd.,
a
Nevada Corporation, located at 000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx
00000 (the "Buyer") and Dverb
Media Group, Inc.,
a
Georgia corporation, located at 000 Xxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx
00000 (the "Seller") (the Buyer and the Seller are sometimes referred to herein
collectively as the "Parties").
WHEREAS,
the Seller have independently developed, owned and will continue to own on
the
Closing Date (as defined in Section 2) close personal and ongoing business
relationships, trade secrets and knowledge in connection with the Buyer's
business of the sale of products and services related to Dverb, through his
personal ability, personality, reputation, skill and integrity, and other
information relating thereto (collectively, the "Goodwill"), which the Seller
desires to sell to the Buyer as hereinafter provided; and
WHEREAS,
Seller is not subject to a non-competition or similar restrictive covenant
agreement relating to the Goodwill; and
WHEREAS,
the Buyer desires to acquire all of the Goodwill, as hereinafter
provided:
NOW,
THEREFORE, in consideration of the foregoing and of the mutual promises and
covenants contained herein, and other good and valuable consideration, the
receipt of which is hereby acknowledged, the Parties agree as
follows:
1.
PURCHASE PRICE AND EXCHANGE OF CONSIDERATION. The
Seller agrees to sell, assign, transfer, convey and deliver to the Buyer at
the
Closing the assets and Goodwill including, but not limited to, all of the
Sellers' respective rights and benefits related to the assets and Goodwill
(per
attached Exhibit A.). In exchange for the Assets and Goodwill and subject to
the
terms and conditions of this agreement, the Buyer has issued to the Seller
and
its Parties, total of 1.5 Million common stock shares of WinSonic Digital Media
Group, Ltd. (per attached Exhibit B.). The payment required by this Section
1
shall not be affected by the death or disability of either Seller or the breach
or termination by Seller of any agreement (other than this Agreement) between
Seller and the Buyer.
2. CLOSING/TERMINATION.
The sale
and assignment of the Goodwill (the "Closing") shall take place at the offices
of the Buyer on April
24, 2008,
or at
such other time and date as the Buyer and the Seller may agree (the "Closing
Date"). The effective time of the transactions contemplated hereby shall be
12:01 a.m. on the Closing Date.
3.
REPRESENTATIONS AND WARRANTIES.
The
Seller personally represents and warrants to the Buyer as follows:
3.1
GOODWILL. All of the Goodwill is owned, and immediately prior to the Closing
will be owned, by the Seller, free and clear of all liens, encumbrances, claims,
options, security interests, calls and commitments of any kind. The Seller
has
full legal right, power and authority to enter into this Agreement and to sell,
assign and transfer the Goodwill to the Buyer and, on the Closing Date, the
sale
and assignment of the Goodwill to the Buyer hereunder will transfer to the
Buyer
valid title thereto, free and clear of all liens, encumbrances, claims, options,
security interests and commitments of any kind.
Initials:
______
Initials:
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DVERB
MEDIA ASSETS & GOODWILL
PURCHASE
AGREEMENT
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Exhibit
10.3 10-Q
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3.2
NO
RESTRICTIONS. Seller is not currently a party to any contract, employment
agreement, non-compete agreement or any other contract or agreement or subject
to any other restriction or subject to any restriction or condition contained
in
any permit, license, judgment, order, writ, injunction, decree or award which,
singly or in the aggregate, materially and adversely affects or restricts or
is
likely to materially and adversely affect or restrict the Goodwill or the
Buyer's acquisition, use or enjoyment thereof.
3.3
APPROVAL AND AUTHORIZATION. The execution and delivery of this Agreement by
Seller and the performance of the transactions contemplated herein have been
duly and validly authorized by Seller, and this Agreement is a legal, valid
and
binding obligation of Seller, enforceable against each of them in accordance
with its respective terms subject to bankruptcy, insolvency, reorganization,
moratorium and similar laws of general application relating to or affecting
creditor's rights and general equity principles.
3.4
ECONOMIC
BENEFITS. To the best of his knowledge, Seller is not aware of any present
facts
or any pending events, which would prevent the Buyer from realizing the economic
benefits associated with the Goodwill in the same manner as presently enjoyed
by
the Seller.
3.5
NO
CONFLICTS. The execution and delivery of this Agreement by Seller does not,
and
his consummation of the transactions contemplated hereby does not and will
not,
violate or conflict with, or result (with the giving of notice or the lapse
of
time or both) in the violation of or constitute a default under any provision
of, or result in the acceleration or termination of or entitle any party to
accelerate or terminate (whether after giving of notice or lapse of time or
both), any obligation or benefit under, or result in the creation or imposition,
lien, pledge, security interest or other encumbrance upon the Goodwill pursuant
to any material contract, law, ordinance, regulation, order, arbitration award,
judgment or decree to which the Seller is a party or by which he or his
respective assets (including the Goodwill) are bound and to his knowledge,
does
not and will not violate or conflict with any other material restriction of
any
kind or character to which the Seller is subject or by which his assets
(including the Goodwill) may be bound.
4.
REPRESENTATIONS
AND COVENANTS OF BUYER.
The
Buyer represents and warrants as follows:
4.1
EXISTENCE AND GOOD STANDING. The Buyer has been duly organized and validly
exists in good standing under the laws of the State of Georgia.
4.2
NO
DEFAULT. The execution of this Agreement by the Buyer and the performance of
its
obligations hereunder will not violate or result in a breach of or constitute
a
default under the Buyer's partnership agreement, as amended, or any material
agreement to which the Buyer is a party or by which it or its assets are
bound.
Initials:
______
Initials:
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DVERB
MEDIA ASSETS & GOODWILL
PURCHASE
AGREEMENT
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Exhibit
10.3 10-Q
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4.3
APPROVAL AND AUTHORIZATION. The execution and delivery of this Agreement and
the
performance of the transactions contemplated herein have been duly and validly
authorized by all necessary action on the part of the Buyer and is a legal,
valid and binding obligation of the Buyer, enforceable against the Buyer in
accordance with its terms subject to bankruptcy, insolvency, reorganization,
moratorium and similar laws of general application relating to or affecting
creditor's rights and general equity principles.
5.
PRESERVATION
AND MAINTENANCE OF GOODWILL.
The
Seller shall cooperate with the Buyer after the Closing Date in connection
with
all reasonable actions deemed necessary by the Buyer to transition the economic
value of the Goodwill to the Buyer.
6.
SURVIVAL.
The
representations, warranties, covenants and agreements of the Parties contained
in this Agreement or in any writing delivered pursuant to the provisions of
this
Agreement or in connection with this Agreement shall survive the Closing Date
and for three (3) years thereafter, and shall not be affected by any examination
made on behalf of the Parties.
7.
GENERAL.
7.1
FURTHER
ASSURANCES. The Seller will cooperate with the Buyer on and after the Closing
Date in furnishing information and other assistance in connection with any
actions, proceedings, arrangements or disputes of any nature with respect to
matters pertaining to all periods prior to the Closing Date and will take or
cause to be taken such further action, and will execute, deliver and file such
further documents and instruments as the Buyer reasonably requests in order
to
effectuate fully the purposes, terms and conditions of this
Agreement.
7.2
ASSIGNMENT: BINDING EFFECT. This Agreement and the rights of the Buyer hereunder
may be assigned by the Buyer. This Agreement and the rights of the Seller
hereunder may not be assigned by Seller. This Agreement shall be binding upon
and shall inure to the benefit of the Parties hereto, the successors and assigns
of the Buyer and the heirs, beneficiaries and legal representatives of the
Seller.
7.3
EXECUTION.
This Agreement may be executed simultaneously in two or more counterparts,
each
of which shall be deemed an original and all of which together shall constitute
but one and the same instrument. Execution and delivery of this Agreement by
delivery of a facsimile copy bearing the facsimile signature of a party shall
constitute a valid and binding execution and delivery of this Agreement by
such
party. Such facsimile copies shall constitute enforceable original
documents.
7.4
BROKERS.
Each party represents and warrants that it employed no broker or agent in
connection with this transaction and agrees to indemnify the other against
all
loss, cost, damage or expense arising out of claims for fees or commissions
of
brokers or agents employed or alleged to have been employed by such indemnifying
party.
Initials:
______
Initials:
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DVERB
MEDIA ASSETS & GOODWILL
PURCHASE
AGREEMENT
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Exhibit
10.3 10-Q
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7.5
NOTICES.
Any notice or communication required or permitted hereunder shall be
sufficiently given if sent by first class mail, postage prepaid:
(a)
If to
Buyer, addressed to it at:
000
Xxxxxxxx Xxxxxx, XX
Centennial
Tower, Suite 2600
Xxxxxxx,
XX 00000
Telephone
#: (000) 000-0000
Facsimile
#: (000) 000-0000
(b)
If to
the Sellers, addressed to him at:
000
Xxxxxxxx Xxxxxx, X.X.
Xxxxxxx,
XX 00000
7.6
APPLICABLE LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF GEORGIA WITHOUT REGARD TO SUCH STATE'S CONFLICTS
OF LAWS OR CHOICE OF LAW RULES.
7.7
CAPTIONS.
The captions in this Agreement are for convenience only and shall not be
considered a part hereof or affect the construction or interpretation of any
provisions of this Agreement.
7.8
ENTIRE
AGREEMENT. This Agreement (including the schedules and annexes hereto) and
the
documents delivered pursuant hereto or in connection herewith constitute the
entire agreement and understanding between the Seller and the Buyer and
supersedes any prior agreement and understanding, written or oral, relating
to
the subject matter of this Agreement. The Seller acknowledges that he has (a)
had the opportunity to seek the advice of independent counsel, including
independent tax counsel, regarding the consequences of this Agreement; and
(b)
received no representations from the Buyer or its counsel regarding the tax
consequences of this Agreement. This Agreement may be modified or amended only
by a written instrument executed by the Parties.
IN
WITNESS WHEREOF, the parties have entered into this Agreement as of the day
and
year first above written.
| SELLER: | BUYER: | |
| DVERB MEDIA GROUP, INC. | WINSONIC DIGITAL MEDIA GROUP, LTD. | |
| By: _________________________ | By: _______________________________ | |
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Xxxxx
X. Xxxxxx
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Xxxxxxx
Xxxxxxx
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President
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Chairman/CEO
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Initials:
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Initials:
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