STOCK PURCHASE AGREEMENT
This
Agreement (the “Agreement”)
is
made and effective as of 12:01 a.m. on the 1st day of January 2006, by and
between SITESTAR
CORPORATION,
a
Nevada corporation, with its principal place of business located at 0000
Xxxxxxxxxx Xxxx, #000, Xxxxxxxxx, XX 00000 (the “Buyer”),
and
ISOMEDIA,
INC., a
Washington corporation (the “Seller”),
for
the purchase of all of the issued and outstanding shares of stock of Netrover,
Inc., an Ontario, Canada corporation (“the Company”).
The
Seller and the Buyer may sometimes be referred to herein individually as a
“Party”
or
collectively as “Parties.”
RECITALS:
A. The
Company provides data services in Canada to a broad residential and corporate
customer base, including dial-up and broadband Internet access and related
services, web hosting and other services.
B. Seller
agrees to sell and Buyer agrees to purchase 100% of the issued and outstanding
common and preferred stock of all classes of the Company. This transaction
includes all assets of the Company used in its Internet Service Business, in
accordance with the terms and conditions set forth in this
Agreement.
C. The
Parties desire to establish their mutual rights and obligations with regard
to
the transactions described in this Agreement.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
in
this Agreement, and other good and valuable consideration, the Parties agree
as
follows:
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DEFINITIONS.
As used herein, the following terms shall have the meaning set
forth:
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A. “Accounts
Receivable”
have
the definition set forth in subsection II,A,3 below.
B. “Assets”
shall
have the definition set forth in subsection II, A below.
C. “Cash
and Cash Equivalents”
shall
mean all currency, coins, checks, money orders and bankers’ drafts on hand or on
deposit, and demand deposits with financial institutions.
D. “Closing”
shall
mean the physical execution of this Agreement and all related instruments and
the payment of the Purchase Price due at Closing.
E. “Closing
Date”
shall
mean 12:01am, January 1, 2006, and not the date the Closing occurs.
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F. “Current
Accounts Receivable”
shall
mean all sums owed to the Company from Customers which are not more than 90
days
past due.
G. “Customer
List”
shall
have the meaning set forth in subsection II.A.1.
H. “Customers”
shall
mean customers of the Company.
I. “Deferred
Revenue”
shall
mean all sums billed by the Company from the Customer List for services to
be
provided by Buyer to the Customers after the Closing Date.
J. “Dial-Up
Customers”
shall
mean all Customers who dial-up to the Internet via a modem and have purchased
Dial-Up Service from the Company.
K. “Domain
Names”
shall
mean the second level domain used on the Internet for locating or accessing
web
sites, email addresses and other services. Xxxxxxxx.xxx is an example of such
a
domain name.
L. “Dollars”
or “dollars”
shall
mean United States dollars unless specifically designated as Canadian
dollars.
M. “Estimated
Active Customers”
shall
mean approximately 4,378 active dial-up Customers and 2,916 web host Customers
purchasing Internet Business Service from the Company as of the Closing Date
and
which shall be an asset of the Company at the Closing.
N. “Estimated
Annualized DSL Net Profits”
shall
mean $6,501 in Canadian dollars, based on estimated margin of 25%.
O. “Estimated
Annualized Web Hosting Revenues”
shall
mean $242,052 in Canadian dollars.
P. “Estimated
Annualized Other Internet Services Revenues”
shall
mean $1,012,764 in Canadian dollars.
Q. “Estimated
Current Account Receivable”
shall
mean $21,872 in Canadian dollars.
R. “Estimated
Deferred Revenue and Other Liabilities”
shall
mean $250,000 in Canadian dollars and shall mean deferred revenue and other
liabilities net of deposits and prepaid expenses .
S. “Estimated
Prepaid Expenses and Deposits”
shall
mean an estimated amount for prepaid expenses and deposits of the Company,
and
these shall have their ordinary meaning as per generally accepted accounting
principles.
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T. “Internet
Services”
shall
mean services relating to accessing the Internet, services that can only be
used
by connecting to the Internet, or services that reside on the
Internet.
U. “Internet
Service Business”
shall
mean the business of the Company using the Internet and related hardware to
provide customers with such services as dial-up Internet access, Digital
Subscriber Services (“DSL”) access, email, web hosting, web acceleration, domain
name services and other related services.
V. “Most
Recent Balance Sheet”
shall
mean the balance sheet of the Company as of December 31, 2005.
W. “Netrover
Stock”
shall
mean all shares of capital stock (common and preferred) of the Company of any
class that are issued and outstanding as of the Closing Date.
X. “Net
Sales”
shall
mean the Company’s actual xxxxxxxx for December 2005.
Y. “Note”
means
the guaranteed promissory note for the balance of the Purchase Price as set
out
in subsection III,C,3 below.
Z. “Ordinary
Course of Business”
shall
mean any activity normally done by the Company’s business.
AA. “Pre-Paid
Accounts”
shall
mean the Customers who prior to the Closing Date have paid for Services to
be
provided by the Company to Customers after the Closing Date.
BB. “Purchase
Price”
shall
have the meaning set forth in subsections III,A & B.
CC. “Sitestar
Shares”
shall
mean shares of common stock of Buyer issued to Seller as a part of the Purchase
Price as more particularly set forth in subsection III.C.2 below.
DD. “Verified
Annualized DSL Net Profits”
shall
mean annualized revenues from DSL services based on Net Sales minus the cost
of
wholesale DSL services and/or DSL circuit costs.
EE. “Verified
Annualized Web Hosting Revenues”
shall
mean annualized revenues from web hosting services based on Net
Sales.
FF. “Verified
Annualized Other Internet Services Revenues”
shall
mean annualized revenues from all other Internet related services other than
DSL
and Web Hosting based on Net Sales.
GG. “Verified
Current Accounts Receivable”
shall
mean the actual audited balance of monies owed to Company based on the end
of
day on December 31, 2005 which are no longer than 90 days past due and shall
specifically not include an allowance for doubtful accounts because Buyer is
not
paying for accounts receivable older than 90 days.
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HH. Verified
Deferred Revenue and Other Liabilities”
shall
mean the actual audited balance of the Deferred Revenue as of the end of day
on
December 31, 2005 and any other expenses due as prorated up to the Closing
Date.
“Other Liabilities” herein shall include only liabilities required to be booked
by generally accepted accounting principles.
II. “Verified
Prepaid Expenses and Deposits”
shall
mean the actual audited balance of the Company’s prepaid expenses and deposits
as of the end of day on December 31, 2005.
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II.
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PURCHASE,
SALE AND DELIVERY OF
STOCK.
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A. Subject
to and in accordance with the terms and conditions of this Agreement and in
consideration of the Purchase Price provided in Section III below, Buyer agrees
to purchase, and Seller agrees to sell, transfer, convey and assign all of
its
right, title, and interest in and good and marketable title, free and clear
of
all liabilities, obligations, security interests, liens (including tax liens),
mortgages, leases or leasehold interests, encumbrances and rights of others
of
any kind whatsoever in and to the Netrover Stock. It is understood that as
of
the Closing Date, the Company shall own in its sole name and free and clear
of
any and all encumbrances at least the following items (which therefore will
be
conveyed as being a part of the Company).
1. Any
and
all related Customers including Customer accounts and Customer contracts or
agreements of the Company. Seller will provide Buyer with a true, correct,
and
complete list of all Customers (the “Customer
List”)
in
electronic format at Closing.
2. All
Cash
and Cash Equivalents.
3. All
accounts receivable of the Company from Customers as of the Closing Date (the
“Accounts
Receivable”).
At
Closing Seller will provide Buyer with a true and correct listing of the
Accounts Receivable as of the Closing Date.
4. All
physical capital assets of the Company as of the Closing Date, as evidenced
by
the Company’s depreciation schedule provided to Buyer on the Closing Date
(including but not limited to the remote access (RAS) equipment, web servers,
acceleration servers and other hardware).
5. All
intangible personal property specifically relating to the Assets, including
without limitation, Customer contracts and agreements, as of the Closing Date,
a
schedule of which will be provided to Buyer at the Closing.
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6. Certain
domain names as set forth in Exhibit E hereto, and needed to provide such
services as email and web hosting to the Customers on the same terms as such
Customers currently are receiving such services.
7. All
Prepaid Expenses and Deposits.
The
above
shall be collectively referred to as the "Assets".
B. Except
as
set forth in Section III.B,
the
Buyer is not assuming or undertaking to assume and shall have no responsibility
for any liabilities of the Seller whether fixed or contingent, past, present
or
future, or direct or indirect, arising out of or in connection with Seller’s
Company or Seller’s ownership and use of the Assets, or any other acts or
omissions of Seller in connection therewith prior to the Closing.
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III.
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PURCHASE
PRICE, ADJUSTMENT, AND
PAYMENT.
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A. Purchase
Price.
Subject
to and in accordance with the terms and conditions of this Agreement, Seller
agrees to sell to the Buyer, and Buyer agrees to purchase from the Seller,
all
of the Seller’s rights, title, and interest in and to the Netrover Stock for an
aggregate purchase price of SEVEN HUNDRED THREE THOUSAND, FOUR HUNDRED
THIRTY-NINE DOLLARS ($703,439) in Canadian dollars, which is $604,535 U.S.
(the
“Purchase
Price”),
to be
paid as provided in subsection III,C below. The Purchase Price is based, among
other things, on the Company’s (i) annualized revenue, (ii) actual number of
active Customers, (iii) select asset base, (iv) the amount of Deferred Revenue,
and (v) the general financial performance reflecting the representations of
the
Seller.
B. Adjustments
to Purchase Price.
The
Purchase Price shall be adjusted as follows:
1. Post-Closing
Adjustment for Actual Annualized Revenues of Customers.
a. The
Purchase Price is based in part on Seller’s estimate that as of the Closing
Date, the Company will have annualized net profit of $6,501 Canadian from its
active DSL Customers, $242,052
Canadian annualized revenues from the web hosting customers, $1,012,764
Canadian annualized revenues from the other Internet related services, deferred
revenues and other liabilities net of deposits and prepaid expenses of $250,000
Canadian, and has a total of $95,000 Canadian in Cash and Cash Equivalents
and
Current Accounts Receivable. Following Closing and during the 60 day period
following Closing, Buyer will verify annualized revenues based on the Net Sales
from the classes of services above. The Buyer will also verify the amount of
Cash and Cash Equivalents, Current Accounts Receivable, Deferred Revenues and
Other Liabilities as of the Closing Date. All verification must be completed
within the 60 day period. In the event that the actual numbers differ from
these
estimates, the Purchase Price shall be adjusted as follows (each a “Purchase
Price Adjustment”):
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i) The
Purchase Price will be increased or decreased (as the case may be) by an amount
equal to the difference between the Verified Annualized DSL Net Profits and
the
amount of the Estimated Annualized DSL Net Profits; and/or
ii) The
Purchase Price will be increased or decreased (as the case may be) by eighty
percent (80%) of the amount the difference between the Verified Annualized
Web
Hosting Revenues and the amount of the Estimated Annualized Web Hosting
Revenues; and/or
iii) The
Purchase Price will be increased or decreased (as the case may be) by sixty-five
percent (65%) of the amount the difference between the Verified Annualized
Other
Internet Services Revenues and the amount of the Estimated Annualized Other
Internet Services Revenues.
2. Post-Closing
Adjustment for Accounts Receivable. The
Purchase Price will be increased or decreased (as the case may be) by the
difference between the Verified Current Accounts Receivable and the Estimated
Current Accounts Receivable amount.
3. Post-Closing
Adjustment for Deferred Revenue and Other Liabilities. The
Purchase Price will be increased or decreased (as the case may be) by the
difference between (a) the sum of the Estimated Deferred Revenue and Other
Liabilities amount and (b) the sum of the Verified Deferred Revenue and Other
Liabilities amount.
4. Post-Closing
Adjustment for Cash and Cash Equivalents. The
Purchase Price will be increased or decreased (as the case may be) by the
difference between the Cash and Cash Equivalents on the Closing Date amount
and
the estimated Cash and Cash Equivalents amount.
5. Post-Closing
Adjustment for Liens and Encumbrances.
If, as
of the Closing, any of the Assets are subject to or encumbered by any security
interests or liens not on the Most Recent Balance Sheet of the Company and
not
resulting from any activity by the Buyer, the outstanding aggregate balance
(including any accrued interest or other charges) of the total debts or
liabilities underlying such liens or security interests shall be deducted from
the Purchase Price and paid directly to the applicable creditor of the Company.
6. Post-Closing
Adjustment for Prepaid Expenses and Deposits.
The
Purchase Price will be increased or decreased (as the case may be) by the
difference between the Estimated Prepaid Expenses and Deposits amount and the
Verified Prepaid Expenses and Deposits amount on the Closing Date.
7. The
Purchase Price Adjustment will be added to or subtracted from (as the case
may
be) the Deferred Purchase Price Payment payable to Seller pursuant to subsection
C,3 below.
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C. Payment
of Purchase Price.
The
Buyer will pay the total Purchase Price to the Seller as follows:
1. Conversion
into U.S. Dollars.
The
Purchase Price and Deferred Purchase Price Payment will be converted from
Canadian dollars into U.S. Dollars based at the official average currency
exchange rate on December 31, 2005 which is: each US dollar is equal to 0.8580
Canadian dollar. All payments shall be made as converted at this
rate.
2. Payment
at Closing.
At the
Closing, Buyer will deliver to Seller the Note and TWO MILLION (2,000,000)
shares of Buyer’s common stock (the “Sitestar Shares”) valued in the aggregate
at two-hundred thousand U.S. dollars ($200,000) (10 cents per share). Seller
agrees not to sell any of the Sitestar Shares for at least 60 days after
Closing. Commencing 60 days after Closing, the Seller may sell a maximum of
150,000 Sitestar Shares per calendar month on the open market (prorated for
any
partial months). The Buyer guarantees a $200,000 aggregate value for all the
Sitestar Shares. On December 29, 2006 and up to February 1, 2007, Seller shall
have the option to surrender any remaining Sitestar Shares to the Buyer that
were not sold by Seller in exchange for a simultaneous cash payment equal to
$200,000 minus the aggregate gross sales proceeds realized by Seller from all
sales of the Sitestar Shares prior to such surrender of its remaining Sitestar
Shares; provided, however, that if Seller does not surrender any remaining
Sitestar shares owned by Seller on or before February 1, 2007, Buyer shall
have
no further obligation to either repurchase the remaining Sitestar Shares or
to
guarantee the aggregate value of all of the Sitestar Shares.
3. Deferred
Payment.
The
balance of the Purchase Price ($403,551 U.S. before III,B adjustments) will
be
paid by a non-interest bearing promissory note (the “Note”)
with
payments beginning February 1, 2006 and in the form attached hereto as Exhibit
A. Buyer will pay to the Seller under the Note twelve (12) monthly installments
of $16,814.63 U.S. (equal to 1/24 of the balance of the initial Purchase Price),
with any plus or minus adjustments to the Purchase Price made pursuant to
Section III,B (collectively, the “Deferred
Purchase Price Payment”)
to
adjust the final Note installment payment. All shall be made by Buyer’s check or
wire transfer, at Buyer’s option. The last such Note payment shall include a
balloon payment for the unpaid balance of the Purchase Price. Payment of the
initial balance of the initial Purchase Price at Closing will be represented
by
the Note.
4. Assumption
of Liabilities.
The
Company shall retain the obligation to provide Internet Services to the Pre-Paid
Accounts following the Closing Date. This obligation results from a portion
of
Deferred Revenue that Buyer will indirectly assume as part of the Purchase
Price
calculation. At Closing, Seller will provide Buyer with a true and correct
listing of the Deferred Revenue and the Customers to which the Deferred Revenue
relates as of the Closing Date.
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IV.
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REPRESENTATIONS
AND WARRANTIES OF SELLER.
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The
Seller represents and warrants to the Buyer, its successors and assigns, that
the following facts are true, complete and correct as of the date of this
Agreement and will be true, correct and complete as of the Closing Date (as
though made then and as though the Closing Date were substituted for the date
of
this Agreement throughout this Section IV, with the knowledge that Buyer is
purchasing the Netrover Stock in full reliance thereon):
A. Organization
of the Seller.
Seller
is a corporation duly organized, validly existing, and in good standing as
a
domestic corporation under the laws of the State of Washington and has the
corporate power to carry on its business as now conducted and to perform its
obligations hereunder.
B. Organization
of the Company.
The
Company is a corporation duly organized, validly existing, and in good standing
under the laws of the Province of Ontario, Canada and has the corporate power
to
carry on its business as now conducted and to perform its obligations
hereunder.
C. Capitalization
of the Company.
The
Company currently is authorized to issue an unlimited number of shares of common
stock, of which 100 shares are issued and outstanding. The Company currently
is
authorized to issue an unlimited number of shares of preferred stock (Classes
A,B,C,D&E), of which no shares are issued and outstanding. Except as set
forth in this paragraph, the Company is not authorized to issue any other shares
of stock of any class. The Company is not obligated to issue any shares of
stock
of any class or kind to any person.
D. Ownership
of the Netrover Stock.
As of
the Closing Date, Seller owns all of the issued an outstanding shares of the
Netrover Stock.
E. Organizational
Documents.
Seller
has provided Buyer with access to all corporate records of the Company,
including the articles of incorporation, bylaws, the corporate minute book,
and
stock ownership ledgers. These organizational documents are true and correct
in
all material respects.
F. Financial
Records of the Company.
Seller
and Company have provided Buyer with access to income statement, balance sheet,
depreciation schedules, etc (the “Financial
Records”).
The
Financial Records are true and correct in all material respects.
G. Authorization
of Transaction.
The
Seller has full power and authority (including full corporate power and
authority) to execute and deliver this Agreement and to perform its obligations
hereunder. Without limiting the generality of the foregoing, the board of
directors of the Seller has duly authorized the execution, delivery, and
performance of this Agreement by the Seller. This Agreement constitutes the
valid and legally binding obligation of the Seller, enforceable in accordance
with its terms and conditions.
H. Noncontravention.
Neither
the execution and the delivery of this Agreement, nor the consummation of the
transactions contemplated hereby (including the assignments and assumptions
referred to in Section II above), will (i) violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling, charge, or other
restriction of any government, governmental agency, or court to which the Seller
or Company is subject or any provision of the charter or bylaws of the Seller
or
Company or (ii) conflict with, result in a breach of, constitute a default
under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice under any
material agreement, contract, lease, license, instrument, or other arrangement
to which the Seller or Company is a party or by which it is bound or to which
any of its assets is subject (or result in the imposition of any security
interest, lien, or encumbrance upon any of its assets). The Seller or Company
does not need to give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any government or governmental agency
in
order for it to consummate the transactions contemplated by this Agreement
(including the assignments and assumptions referred to in Section II
above).
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I. Legal
Compliance.
The
Seller has complied with all applicable laws material to its business (including
rules, regulations, codes, plans, injunctions, judgments, orders, decrees,
rulings, and charges thereunder) of federal, state, local, and foreign
governments (and all agencies thereof), and no action, suit, proceeding,
hearing, investigation, charge, complaint, claim, demand, or notice has been
filed or commenced against the Seller alleging any failure so to comply which
could in any way affect Seller’s ability to perform its obligations under this
Agreement.
J. Brokers'
Fees.
Other
than as otherwise set out herein, the Company has no liability or obligation
to
pay any fees or commissions to any broker, finder, or agent with respect to
the
transactions contemplated by this Agreement for which the Buyer could become
liable or obligated.
K. Title
to Assets.
The
Company has good and marketable title to, or a valid leasehold interest in,
the
properties and assets used by it, located on its premises, or shown on its
most
recent balance sheet dated December 31, 2005 (attached hereto as Exhibit B)
or
acquired after the date thereof, free and clear of all security interests or
restrictions on transfer, except for properties and assets disposed of in the
ordinary course of business since December 31, 2005. This Agreement and all
of
the documents, instruments and agreements related hereto have been duly and
validly executed and delivered by the Seller, as appropriate, and are valid
and
binding obligations of the Seller, enforceable in accordance with their terms.
L. Deferred
Revenue.
As of
Closing, the Deferred Revenue amount is believed to be approximately
$190,000
Canadian.
M. Contracts
and Agreements.
The
Seller has delivered to the Buyer a correct and complete copy of each of the
Company’s written contracts. With respect to each such agreement: (A) the
agreement is legal, valid, binding, enforceable, and in full force and effect
in
all material respects; (B) no party is in material breach or default, and no
event has occurred which with notice or lapse of time would constitute a
material breach or default, or permit termination, modification, or
acceleration, under the agreement; and (C) no party has repudiated any material
provision of the agreement. Except as may otherwise be set out in Canadian
law,
the Company may assign all accounts, contracts, agreements, and service
agreements related in any way to the Customers to Buyer without the consent
of
the Customers.
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N. Accounts
Receivable.
To the
best of Seller’s actual knowledge, all Accounts Receivable of the Company which
are part of the Assets, as referred to in Section II.A.3 hereof, are reflected
properly on the books and records of the Company, are valid receivables subject
to no setoffs or counterclaims, are current and believed to be collectible,
and
will be collected in accordance with their terms at their recorded amounts.
O. Internet
Service Business Warranties.
Substantially all of the Internet Service Business services have conformed
in
all material respects with all applicable contractual commitments and all
undisclaimed express and implied warranties, and the Company has no material
liability (whether known or unknown, whether asserted or unasserted, whether
absolute or contingent, whether accrued or unaccrued, whether liquidated or
unliquidated, and whether due or to become due) for damages in connection
therewith. All the Internet Service Business services are subject to standard
terms and conditions which are set out at xxx.xxxxxxxx.xxx.
P. Internet
Service Business Liabilities.
To the
best of Seller’s actual knowledge and the actual knowledge of the Controller of
the Company, the Company does not have any material liability (whether known
or
unknown, whether asserted or unasserted, whether absolute or contingent, whether
accrued or unaccrued, whether liquidated or unliquidated, and whether due or
to
become due) other than those set forth on the Most Recent Balance
Sheet.
Q. Intellectual
Property.
The
Company has not interfered with, infringed upon, misappropriated, or violated
any material Intellectual Property rights of third parties in any material
respect, and neither the Company nor Seller has ever received any charge,
complaint, claim, demand, or notice alleging any such interference,
infringement, misappropriation, or violation (including any claim that the
Company must license or refrain from using any Intellectual Property rights
of
any third party). To the best knowledge of Seller, no third party has interfered
with, infringed upon, misappropriated, or violated any material Intellectual
Property rights of the Company in any material respect.
R. Litigation.
Neither
the Company nor the Seller is (i) subject to any outstanding injunction,
judgment, order, decree, ruling, or charge or (ii) a party or, to its knowledge,
threatened to be made a party to any action, suit, proceeding, hearing, or
investigation of, in, or before any court or quasi-judicial or administrative
agency of any federal, state, local, or foreign jurisdiction or before any
arbitrator, which, individually or in the aggregate, if adversely determined,
could materially impair the Assets or the ability of the Seller to perform
any
of its obligations hereunder. Furthermore, there are no defaults by the Seller
or the Company under any applicable order, writ, injunction, decree or award
of
any court or arbitrator or any governmental department, board, agency or
instrumentality which would materially impair either the Company’s or Seller’s
ability to perform any of their obligations hereunder.
S. Disclosure.
The
Seller has reviewed all information known to it and has disclosed to Buyer
all
known material information relevant to the Assets. None of the representations
and warranties made by Seller in this Agreement or in any document or exhibit
to
be furnished by it hereto, or on its behalf, contains or will contain any untrue
statements of material fact, or omit any fact the omission of which would be
materially misleading.
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V.
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REPRESENTATIONS
AND WARRANTIES OF BUYER.
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A. Organization
of Buyer.
Buyer
is corporation duly organized, validly existing, and in good standing as a
domestic corporation under the laws of the State of Nevada and has the corporate
power to carry on its business as now conducted and to perform its obligations
hereunder.
B. Authority
of Buyer.
Buyer
has full power and authority to enter into and perform all its obligations
under
this Agreement, and all proceedings necessary to duly authorize the execution
and delivery of this Agreement by the officer executing the same on the
respective Buyer’s behalf have been taken and this Agreement is the legal and
binding obligation of the Buyer, enforceable in accordance with its terms and
conditions applicable to Buyer.
C. Litigation.
There
are no actions, suits, proceedings or investigations pending or, to the actual
knowledge of Buyer, threatened against Buyer. Buyer is not in default with
respect to or subject to any outstanding judgment, order, writ, injunction,
decree, assessment or other similar command of any court or federal, state,
municipal or other governmental department, commission, board, bureau, agency
or
instrumentality, domestic or foreign, affecting it.
D. Compliance
with Laws.
Buyer
has complied with all laws, regulations and orders applicable to its
business.
E. Noncontravention.
The
execution and delivery by Buyer of this Agreement, the consummation by Buyer
of
the transactions contemplated hereby, and the compliance by Buyer with the
terms
hereof, will not:
1. conflict
with, violate or result in the breach of or contravene any of the terms
conditions or provisions of, or constitute a default under, Buyer’s articles of
incorporation, bylaws, or in any material respect, any law, regulation, order,
writ, injunction, decree, determination or award of any court, governmental
department, board, agency or instrumentality, domestic or foreign, or any
arbitrator applicable to Buyer or its assets and properties; or
2. result
in
the conflict with, the material breach of any term or provision of, the
termination of, or the acceleration or permitting the acceleration of the
performance required by the terms of, or constitute a default under or require
the consent of any party to, any loan agreement, indenture, mortgage, deed
of
trust or other contract, agreement or instrument, to which Buyer is a party
or
by which it is bound; or
3. conflict
with any organizational documents or other agreements, licenses or permits
of
any kind relating to the formation, management, operation or other activity
of
Buyer.
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F. Governmental
Approvals.
No
authorization, approval or consent of any governmental or regulatory authority
or agency is necessary to permit Buyer to execute and deliver this Agreement
and
to perform its obligations hereunder.
G. Brokers'
Fees.
The
Buyer has agreed to pay Brampton Capital a commission based on 36% of the
Company’s December 2005 Internet Business Service net revenues and agrees to
hold Seller harmless from fee claims by Brampton Capital and any other broker
or
agent engaged by Buyer.
H.
Disclosures.
No
representation, warranty or covenant by Buyer in this Agreement, or any
certificate or any other instrument furnished or to be furnished to Seller
pursuant hereto or in connection with the transactions contemplated hereby,
contains or will contain any untrue statement of material fact or omits or
will
omit any material fact which will make the statements contained herein or
therein materially misleading.
I. Personal
Guaranty.
The
Guaranty of Buyer’s performance under this Agreement by the Erhartics (attached
hereto as Exhibit C) is a legal and binding obligation of such guarantors,
enforceable in accordance with its terms and conditions.
J. Registration
of Shares.
Buyer
warrants that the Sitestar Shares (SYTE) shall be registered with the Securities
and Exchange Commission (or otherwise exempt from registration and the transfer
of such shares to Seller will not violate any federal securities laws) and
shall
be eligible for public sale in public OTC securities markets by Seller as of
March 1, 2006 insofar as this requires action by Buyer.
|
VI.
|
COVENANTS
|
A. Payment
of Post-Closing Monies Received.
Seller
will immediately upon receipt forward to Buyer any and all monies received
or
collected by the Seller on or after the Closing Date related to Customers and/or
the Current Accounts Receivable.
B. Compliance
with Note.
Buyer
shall at all times remain in full compliance with the terms and conditions
set
forth in the Note to be executed at the Closing.
C. Non-Compete
Agreement.
Seller
has entered into a 3-year non-compete agreement pertaining to not selling
Internet connectivity and hosting services in Canada in the form attached hereto
as Exhibit D. The Parties acknowledge that this non-compete agreement is
integral to the transactions contemplated hereunder and the Buyer would not
enter into the transaction absent such agreement.
D. Further
Acts.
Each
Party shall on the reasonable request of the other Party execute and deliver
in
proper form any instruments and documents and perform any and all acts necessary
or desirable for perfecting in the other Party title to all items intended
to be
transferred under this Agreement and placing that Party in actual possession
of
the item(s).
12
E. Assistance
with Transition.
Seller
will provide reasonable transition services to Buyer in order to help the smooth
transfer of all Customers, contracts and other Assets to Buyer. Buyer shall
reimburse Seller for any actual out-of-pocket costs (excluding salaries of
employees of Seller) in excess of $500 incurred in providing such transition
services.
F. No
Other Brokers.
Each
Party represents that there have been no other intermediaries involved in this
sale/purchase who might claim a brokers or finders fee or similar fee other
than
Brampton Capital.
G. Services
Purchased through Seller.
Buyer
covenants that the Company will transition or terminate services from Propel
Software Corporation and YourNetPlus, Inc. that it purchases indirectly through
Seller as soon as practical after the Closing. When a calendar month has passed
and/or when a service has been transitioned to the Company or terminated, Seller
will invoice the Company for the cost of the monthly service or to the date
the
Company is no longer purchasing it through Seller, as applicable, and the
Company will pay such invoice(s) within ten days of receipt of such invoice(s).
In like manner, Seller will terminate its insurance coverage for the Company
on
the business day immediately following the Closing and invoice the Company
and
the Company will pay for its prorata share of the premium from January 1, 2006
through the date the coverage is terminated.
|
VII.
|
INDEMNIFICATION
|
A. Buyer
agrees to indemnify, defend and hold the Seller and its successors and assigns,
harmless against any and all losses, damages, demands, claims, assessments,
actions, taxes, deficiencies, penalties, interest, reasonable attorney’s fees,
costs and expenses, arising out of, or incident to, any of the following (the
“Losses”): (i) any inaccuracy, misrepresentation or breach of any warranty made
by Buyer in this Agreement; (ii) any failure by Buyer to perform in accordance
with the terms hereof any of the obligations or covenants to be performed by
it
hereunder; and (iii) any liabilities of the Company which arise after the
Closing. The indemnification obligations of the Buyer under this Section VII.A
and the representations, warranties, agreements and covenants of the Buyer
under
this Agreement shall survive the Closing for a period of two (2) years from
the
Closing Date.
B. The
Seller agrees to indemnify, defend and hold the Buyer and its shareholders,
directors, officers, affiliates, successors and assigns harmless against any
and
all Losses (as defined above) arising out of or incident to any of the
following:
1. any
inaccuracy, misrepresentation or breach of any representation or warranty made
by Seller in this Agreement;
2. any
failure by the Seller to perform in accordance with the terms hereof any of
the
agreements, obligations or covenants to be performed by it
hereunder;
3. any
liability of the Seller, whether accrued, absolute, contingent or otherwise,
and
whether due or to become due unless otherwise expressly assumed by Buyer
pursuant to this Agreement and the documents and agreements executed pursuant
hereto; and
13
4. any
claim
related to the Seller or to the Assets in which the principal event giving
rise
thereto occurred prior to Closing, including, but not limited to, claims of
ownership of Assets by Customers or other parties, taxes of all kinds, any
claim
made under the Bulk Transfers Title of the Virginia Uniform Commercial Code,
and
any claim, damage or liability resulting from lack of compliance with laws
or
governmental regulations, whether federal, state or local.
The
indemnification obligations of the Seller under this Section VII.B and the
representations, warranties, agreements and covenants of the Seller under this
Agreement shall survive the Closing for a period of two (2) years from the
Closing Date. Any available insurance will first satisfy any such claims and
offset Seller’s liabilities hereunder.
C. Within
thirty (30) days of the assertion of any claim or discovery of material facts
upon which Seller or Buyer (the “Indemnitee”) intends to base a claim for
indemnification hereunder, Indemnitee shall give written notice to the party
against whom the claim is made (the “Indemnitor”) of such claim or facts. The
Indemnitor shall have the right to participate jointly with the Indemnitee
in
the defense of any claim, demand, lawsuit or other proceeding in connection
with
which the Indemnitee claims indemnification hereunder and with respect to any
issue involved in such claim, demand, lawsuit or other proceeding as to which
the Indemnitor shall have acknowledged the obligation to indemnify the
Indemnitee hereunder, the Indemnitor shall have the sole right to settle or
otherwise dispose of such claim, demand, lawsuit or other proceeding on such
terms as the Indemnitor, in its or his sole discretion, shall deem
appropriate.
D. In
the
event the Indemnitor elects, within thirty (30) days of the receipt of the
original notice thereof, to contest such claim by written notice to the
Indemnitee, the Indemnitee will be entitled to be paid hereunder within five
(5)
days after the final determination of such contest either by written
acknowledgment of the Indemnitor or a final judgment of a court of competent
jurisdiction. If the Indemnitor does not so elect, the Indemnitee shall be
paid
promptly and in any event within thirty-five (35) days
after receipt by the Indemnitor of the notice of the claim.
|
VIII.
|
MISCELLANEOUS
|
A. This
Agreement shall not confer any rights or remedies upon any person other than
the
Parties and their respective successors and permitted assigns.
B. This
Agreement (including the documents referred to herein) constitutes the entire
agreement among the Parties and supersedes any prior understandings, agreements,
or representations by or among the Parties, written or oral, to the extent
they
have related in any way to the subject matter hereof.
14
C. This
Agreement shall be binding upon and inure to the benefit of the Parties and
their respective successors and permitted assigns. No Party may assign either
this Agreement or any of its rights, interests, or obligations hereunder without
the prior written approval of the other Party; provided, however, Seller may
assign the Note.
D. Each
Party shall be responsible for its own legal and transactional expenses,
including, unless otherwise stated herein, the cost of any fees owed to any
broker or finder engaged by a Party in connection with the transactions
contemplated by this Agreement.
E. All
covenants, agreements, representations and warranties of the parties made herein
and in the certificates, lists, exhibits, schedules or other written information
delivered, attached, or furnished in connection therewith and herewith shall
be
deemed material and to have been relied upon by the other Party, and, except
as
provided otherwise in this Agreement, shall survive the delivery of the
certificates representing the shares and the payment of the Purchase Price
and
shall bind the respective successors and permitted assigns of the Parties,
whether so expressed or not, and, except as provided otherwise in this
Agreement, all such covenants, agreements, representations and warranties shall
inure to the benefit of each Party’s respective successors and permitted
assigns, whether so expressed or not.
F. This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original but all of which together will constitute one and the same
instrument. The facsimile signature of any Party shall be deemed to be an
original signature of such Party and shall be given the same effect as an
original signature of such Party.
G. The
section headings contained in this Agreement are inserted for convenience only
and shall not affect in any way the meaning or interpretation of this Agreement.
The Recitals at the beginning are a legally binding portion of this
Agreement.
H. This
Agreement shall be governed by and construed in accordance with the domestic
laws of the Commonwealth of Virginia, without regard to its conflict of laws,
rules or principles.
I. The
Parties hereto have agreed upon the text of a press release announcing, among
other things, the execution and Closing of this Agreement, which press release
may be disseminated by Buyer promptly following the Closing.
J. No
amendment of any provision of this Agreement shall be valid unless the same
shall be in writing and signed by authorized officers of the Parties. No waiver
by any Party of any default, misrepresentation, or breach of warranty or
covenant hereunder, whether intentional or not, shall be deemed to extend to
any
prior or subsequent default, misrepresentation, or breach of warranty or
covenant hereunder or affect in any way any rights arising by virtue of any
prior or subsequent such occurrence. The applicable Party may waive any
condition specified in this Agreement if its president or other duly authorized
officer executes a writing so stating.
15
K. Any
term
or provision of this Agreement that is invalid or unenforceable in any situation
in any jurisdiction shall not affect the validity or enforceability of the
remaining terms and provisions hereof or the validity or enforceability of
the
offending term or provision in any other situation or in any other
jurisdiction.
L. The
Parties have participated jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the Parties
and no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any of the provisions of this Agreement.
Any reference to any federal, state, local, or foreign statute or law shall
be
deemed also to refer to all rules and regulations promulgated thereunder, unless
the context requires otherwise. The word “including” shall mean including
without limitation. The exhibits identified in this Agreement are incorporated
herein by reference and made a part hereof.
M. All
notices and communications pursuant to this Agreement shall be in writing and
shall be deemed properly given and effective when received if (a) personally
delivered, (b) sent by a national overnight delivery service providing evidence
of delivery, or (c) sent by confirmed facsimile, to the following:
If
to
Seller, to:
ISOMEDIA,
INC.
Attn:
President
0000
000xx
Xxx.
XX
Xxxxxxx,
XX 00000 Fax
number 000-000-0000
If
to
Buyer, to:
SITESTAR
CORPORATION
0000
Xxxxxxxxxx Xxxx, #000
Xxxxxxxxx,
XX 00000 Fax
number 000-000-0000
N. If
either
Party hereto shall breach any of the terms hereof, such Party shall pay to
the
non-defaulting Party all of the non-defaulting Party's costs and expenses,
including attorney's fees, incurred by such Party in enforcing the terms of
this
Agreement.
IN
WITNESS WHEREOF, the Parties hereto have hereunto set their hands and seals
as
of the day and year first written above.
|
ISOMEDIA,
INC.
|
SITESTAR
CORPORATION
|
|
|
|
|
|
|
By:
K. Xxxxx Xxxxxxxxx
|
By:
Xxxxx X. Xxxxxxxx, Xx.
|
|
|
Title:
President
|
Title:
President & CEO
|
16
Exhibit
A
NOTE
| $403,551 |
January
6,
2006
|
For
value
received and acknowledged, Sitestar Corporation, a Nevada corporation hereby
promises to pay to the order of ISOMEDIA, INC. at 0000 000xx
Xxxxxx
XX, Xxxxxxx, XX 00000 (together with any assignee, herein the “holder”), the sum
of Four Hundred Three Thousand Five Hundred and Fifty-One dollars ($403,551),
without interest.
This
Note
shall be payable in twelve (12) equal monthly installments, each of which shall
be in the amount of Sixteen Thousand Eight Hundred Fourteen and 63/100 dollars
($16,814.63). The first installment shall be due and payable to holder on
February 6, 2006 and successive installments shall be due and payable on the
sixth day of each month thereafter until this Note is paid in full. Payments
shall be applied first to any late payment charges, and the remainder to
principal. A final balloon payment of the entire unpaid principal balance shall
be due and payable on January 6, 2007, which payment shall be adjusted in
accordance with the adjustment provisions of Section III of the Stock Purchase
Agreement dated January 1, 2006 between the parties hereto.
Acceptance
by the holder of partial or delinquent payments or the failure of the holder
to
exercise any right hereunder shall not waive any obligation of payor or right
of
the holder, or modify this Note, or waive any other similar default. Sitestar
Corporation as payor does hereby waive presentation of payment, notice of
non-payment, protest and notice of protest, and does hereby agree to all
mutually agreed extensions and renewals of this Note without notice. Invalidity
of any portion of this Note shall not affect the remainder of this
Note.
In
the
event of failure to pay when due any installment of this Note within seven
(7)
days of the due date, the holder may declare the unpaid principal on this Note
immediately due and payable. A $100 late charge will be added to the principal
of this Note for any payment that is received by the holder more than seven
(7)
days after it is due. In the event this Note is placed in the hands of an
attorney for collection, the undersigned payor agrees to pay an additional
amount equal to the costs, including attorneys fees, incurred in enforcing
collection. This Note shall be binding on any assignees or successors in
interest of payor.
Payor
agrees to notify Isomedia, Inc. at least thirty (30) days prior to any change
in
ownership or management of Sitestar Corporation or any successor in interest,
or
any circumstances which could effect the satisfactory fulfillment of this
Note.
17
This
Note
shall be governed by the laws of the State of Virginia. Payment of this Note
has
been guaranteed by Xxxxx and Xxxxx Xxxxxxxx.
SITESTAR
CORPORATION
By:
_____________________________
President
18
Exhibit
B
(balance
sheet of Netrover - TO
BE FINISHED BY THE COMPANY'S CONTROLLER ABOUT JAN.
12-15,2006)
19
Exhibit
C
GUARANTY
This
Guaranty (the “Guaranty”)
is
entered into the 1st day of January, 2006, by Xxxxx X. Xxxxxxxx Xx. and Xxxxx
X.
Xxxxxxxx (collectively referred to herein as "Guarantors")
in
favor of ISOMEDIA,
Inc.,
a
Washington corporation ("ISOMEDIA").
Guarantors’
company Sitestar Corporation (the “Buyer”)
and
ISOMEDIA have entered into a Stock Purchase Agreement dated as of January 1,
2006 (the "Purchase
Agreement"),
concerning Buyer’s purchase from ISOMEDIA of ISOMEDIA’s wholly-owned subsidiary
Netrover Inc.
Guarantors
have agreed, as
a
condition to the closing under the Purchase Agreement and as
an
inducement to ISOMEDIA (i) to enter into and perform its obligations under
the
Purchase Agreement
and
(ii) to make the extension of credit to Buyer described in the Purchase
Agreement,
to
guarantee Buyer’s
payment when due, and timely performance of its obligations under the Purchase
Agreement and the Promissory Note dated as of January 1, 2006, by Buyer
in favor
of ISOMEDIA and identified in the Purchase Agreement (the “Note”).
NOW,
THEREFORE, in consideration of the premises, as a material inducement to
ISOMEDIA to enter into the Purchase Agreement and to consummate the transactions
contemplated by the Purchase Agreement (including, without limitation, extending
credit to Buyer), and for other good and valuable consideration, the receipt
and
sufficiency of which are acknowledged, Guarantors, jointly and severally, agree
as follow:
Guaranty.
Each of
the Guarantors
absolutely and unconditionally guarantees full and punctual payment when due
and
the timely performance of Buyer’s
obligations under the Note, including all renewals, extensions and modifications
thereof, and the Purchase Agreement, including any modifications thereof,
together with all costs of collection that ISOMEDIA incurs in collecting
Buyer’s
obligations under the Note or Purchase Agreement and in enforcing any of
ISOMEDIA’ rights under this Guaranty (these obligations, fees, charges and
costs, individually and collectively, the "Obligations").
Each
of
the Guarantors
will,
upon demand, pay to ISOMEDIA the amount due or, as appropriate, perform the
Obligation, when any of the Obligations becomes and remains due and unpaid
or
unperformed.
20
Unconditional
Nature.
This
Guaranty is an absolute unconditional guaranty of payment and performance and
is
made and will continue as to all Obligations without regard to:
any
other
persons obligated with respect to any Obligations,
the
validity or enforceability of any Obligations or any agreements relating to
the
Obligations,
the
dissolution or any bankruptcy, insolvency or reorganization proceeding of
Buyer
or any
other subsidiary of Guarantor, or
the
release of Buyer,
by
operation of law or otherwise, from any Obligation or this Guaranty, or any
other circumstance that might otherwise constitute a defense available to or
a
discharge of Buyer in respect of any Obligation or of Guarantors with respect
to
this Guaranty (other than payment of the Obligations in accordance with their
terms).
Modification
of the Obligations.
Any of
the Obligations and any agreements relating to the Obligations may, from time
to
time, without notice to or consent of Guarantors, be renewed, extended,
modified, accelerated, released, surrendered, settled, compromised or waived,
with or without consideration, on such terms as are acceptable to ISOMEDIA,
without in any manner affecting Guarantors’ liability under this Guaranty.
ISOMEDIA need not first file any suit or exhaust any remedy against Buyer,
any
other guarantor, or any other person obligated with respect to any Obligations
before proceeding against any of the Guarantors under this Guaranty. ISOMEDIA
may pursue any or all of its remedies at one time or at different
times.
Waiver
by Guarantor.
Guarantors waive (a) notice of acceptance of this Guaranty, (b) notice of the
renewal, modification or extension of any Obligation, demand, notice of default
or nonpayment, (c) all other notices or formalities to which Guarantors may
be
entitled, and (d) any right to promptness in making any claim or demand under
this Guaranty.
Rescission
of Payment.
If at
any time payment or performance, or any part of any payment or performance,
of
any of the Obligations is rescinded or must otherwise be returned by ISOMEDIA
to
Buyer,
upon
the insolvency, bankruptcy or reorganization of Buyer
or
otherwise, this Guaranty will continue to be effective or will be reinstated,
as
the case may be, all as though payment had not been made.
Subrogation.
Guarantors will not exercise any right of subrogation with respect to any
payment or performance made under this Guaranty or otherwise, unless and until
all Obligations have been paid or performed in full. If any payment is made
to
Guarantors on account of any subrogation right at any time when all Obligations
have not been paid or performed in full, Guarantors will pay any amount so
paid
to ISOMEDIA to be applied to any of the Obligations, whether matured or
unmatured.
Severability.
If any
portion of this Guaranty is held to be invalid or inoperative by a court of
competent jurisdiction, the other portions of this Guaranty will be deemed
to be
valid and operative and, so far as reasonable and possible, effect will be
given
to the intent manifested by the portion held to be invalid or
inoperative.
21
Headings.
The
paragraph headings in this Guaranty are for reference purposes only and are
not
intended in any way to describe, interpret, define or limit the extent or intent
of this Guaranty, or of any part of this Guaranty.
Assignment;
Binding Nature.
Guarantors will not assign this Guaranty without ISOMEDIA’s prior written
consent. ISOMEDIA may assign this Guaranty at any time. Subject to the
preceding, this Guaranty is binding upon, inures to the benefit of and
enforceable by the parties of this Agreement and their respective successors
and
permitted assigns.
Governing
Law and Binding Nature.
This
Guaranty will be governed by the internal laws of the State of Virginia.
IN
WITNESS WHEREOF, Guarantor has executed this Agreement effective for all
purposes as of the date first set forth above.
| Xxxxx X. Xxxxxxxx Xx. | |
| Xxxxx X. Xxxxxxxx |
22
Exhibit
D
NON-COMPETE/NON-SOLICITATION
AGREEMENT
This
AGREEMENT
is
entered into as of the 1st
day of
January 2006 by and between Sitestar Corporation (“Sitestar”) on behalf of its
wholly-owned subsidiary Netrover, Inc. (such subsidiary herein referred to
as
the “Company”) and Isomedia, Inc. (“Seller”).
For
value
received in relation to a Stock Purchase Agreement of even date between the
Seller and Sitestar and for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, Sitestar Corporation and Seller
hereby covenant and agree as follows:
1. During
the Restricted Period, the Seller will
a. Not
compete directly or indirectly in the Restricted Area; provided, however, if
Seller shall sell all or substantially all of a segment(s) of its business
in
the USA to an unaffiliated third party, Seller shall not have any responsibility
for the activities of said third party.
b. Not
induce or attempt to persuade any current or future employee, manager, or other
participant in the Company’s or Sitestar’s business to terminate such employment
or other relationship in order to enter into any relationship with the Seller,
any business organization in which the Seller is a participant in any capacity
whatsoever, or any other business organization in competition with the Company’s
or Sitestar’s business in the Restricted Area; or
c. Not
use
contracts, proprietary information, trade secrets, confidential information,
customer lists, mailing lists, goodwill, or other intangible property used
or
useful in connection with the Company’s business (the
“Information”).
d. Retain
the Information as confidential and will not use said information on its own
behalf or disclose same to any third party.
e. Not
compete by means of solicitation or other dealings with the Company’s customers
anywhere in the Restricted Area.
2. For
purposes of this Agreement, the following terms shall have the following
meanings:
a. “Restricted
Period”
shall
mean three (3) years from the date of this Agreement.
b. “Restricted
Area”
shall
include the entire country of Canada.
c. “not
compete”
as
used
herein shall mean that the Seller shall not own, manage, operate, consult for
or
be employed in a business the same as or substantially similar to or competitive
with the Internet business of the Company and its affiliates, successor, and
assigns (the “Restricted Business”).
3. Notwithstanding
anything herein to the contrary, the Seller may own less than five percent
of
the outstanding equity securities of a corporation that is engaged in the
Restricted Business if the equity securities of such corporation are listed
for
trading on a national stock exchange or are registered under the Securities
Exchange Act of 1934.
4. If
any
portion of this Agreement shall be invalid or unenforceable, such invalidity
or
unenforceability shall in no way be deemed or construed to affect in any way
the
enforceability of any other portion of this Agreement. The parties hereto
specifically agree that the consideration, term, territory and scope of this
Agreement are reasonable and Company and Seller waive any claim or defense
to
the enforcement of same which are based on the reasonableness of the
consideration, term, territory, or scope of this Agreement.
23
5. If
any
Court in which Company seeks to have the provisions of this Agreement
specifically enforced determines that the activities, time or geographic area
hereinabove specified are too broad, such Court may determine a reasonable
activity, time or geographic area and shall specifically enforce this Agreement
for such activity, time and geographic area.
6. This
Agreement shall be construed in accordance with the laws of the Commonwealth
of
Virginia without regard to its choice of law provisions.
7. Notwithstanding
anything herein to the contrary, the Seller (1) may continue to service its
existing customers in British Columbia, Canada, (2) may continue to sell CD/DVD
duplication and replication services in British Columbia, and (3) sell internet
services/products (website hosting, collocation, Spam Catcher, etc.) in British
Columbia, but shall not sell DSL or dial-up internet connectivity
services.
8. Seller
shall pay all costs and expenses, including attorney’s fees, incurred by Company
or Sitestar in enforcing the terms of this Agreement.
Executed
this 6th
day of
January, 2006.
|
SITESTAR
CORPORATION
By__________________________________
Its________________________________
|
|
|
ISOMEDIA,
INC.
By__________________________________
Its
President
|
24
Exhibit
E
DOMAIN
NAMES BEING TRANSFERRED
xxxxxxxx.xxx
xxxxxxxx.xxx
xxxxxxx.xxx
xxxxxxx.xx.xx
xxx-xxx.xxx
xxxxxxx.xxx
xxxxxxxx.xxx
25
