ACQUISITION AGREEMENT
ACQUISITION
AGREEMENT
THIS
ACQUISITION AGREEMENT
(this
“Agreement”)
is
dated as of January 16, 2008, by and among LANGUAGE
ACCESS NETWORK, INC.,
a
Nevada corporation (“Parent”),
INTERIM
SUPPORT, LLC,
a
Nevada limited liability company (“Buyer”),
iBeam
Solutions, LLC, a Nevada limited liability company (“iBeam”)
and
the individual officers and directors of Parent who have executed this Agreement
below (collectively, the “Officer/Directors”).
(The
forgoing parties to this Agreement are sometimes referred to herein collectively
as the “Parties”).
BACKGROUND
INFORMATION
I. Parent
owns 100% of the issued and outstanding Units of Membership Interest (100%
of
the total equity) of Language Access Network, LLC, an Ohio limited liability
company (“T-LAN”).
II. Each
of
the Directors, together with Xxxxxxx Xxxxxxxxxx (the current CEO of Parent)
and
Xxxxx Xxxxxxxxx (a former director of Parent) own an equal number of units
of
membership interest in Buyer (each of the Directors, Xxxxxxx Xxxxxxxxxx and
Xxxxx Xxxxxxxxx are referred to collectively herein as the “Buyer
Members”).
III. In
light
of declining stock prices and the inability of Parent to sustain sufficient
cash
flow to meet operating expenses and payroll, majority share ownership and
creditors of Parent have proposed that the Directors immediately resign as
directors of Parent, and, as an accommodation to Parent, that the Buyer Members
cause Buyer to purchase 100% of the units of membership interest of T-LAN
(the
“T-LAN Units”),
together with certain assets necessary or incidental to the operations of
T-LAN
(as further described herein), on terms and conditions set forth in this
Agreement.
IV. Buyer
is
willing to purchase, and Parent is willing to sell and assign to Buyer, the
T-LAN Units and the T-LAN Assets, on terms and conditions set forth in this
Agreement.
STATEMENT
OF AGREEMENT
THEREFORE,
in consideration of the foregoing Background Information, the accuracy of
which
is hereby acknowledged, and in further consideration of the mutual promises
and
covenants herein set forth, the Parties hereby agree as follows:
1. Purchase
and Sale.Upon
the
terms and subject to the conditions set forth in this Agreement, on the Closing
Date (defined herein), Parent shall sell and transfer to Buyer, and Buyer
shall
purchase and acquire from Parent, all of Parent’s right, title and interest in
and to all of the T-LAN Units, together with all of the assets of Parent,
T-LAN
or any Affiliate thereof relating to the T-LAN business, including without
limitation, all fixed assets located at the principal offices of T-LAN, 000
Xxxx
Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxx 00000 (the “T-LAN
Premises”),
equipment, trade fixtures, contract rights, license rights, deposits, accounts
receivable, intellectual property (including the trade name
“LANGUAGE
ACCESS NETWORK,”
work
in
process, and goodwill (such assets, collectively, the “T-LAN Assets”).
Provided however, that the T-LAN Assets shall not
include
the units of membership interest of iBeam nor any assets related to iBeam
which
are located at iBeam’s facility, it being understood that all software or
systems developed by iBeam for T-LAN shall be considered “work for hire,” shall
remain property of T-LAN and shall be included in the T-LAN Assets.
“Affiliate”
means:
(i) any person or entity that directly, or indirectly through one of more
intermediaries, controls or is controlled by or is under common control with
the
person or entity specified. For purposes of this definition, control of a
person
or entity means the power, direct or indirect, to direct or cause the direction
of the management and policies of such person or entity whether by contract
or
otherwise and, in any event and without limitation of the previous sentence,
any
person or entity owning ten percent (10%) or more of the voting securities
of
another person or entity shall be deemed to control that person or entity.
Notwithstanding
the foregoing, the transfer of the T-LAN Units or the T-LAN Assets pursuant
to
this Agreement shall not include the assumption of any liability of Parent
or
any of its Affiliates other than T-LAN (including without limitation, iBeam)
unless Buyer expressly assumes such liability pursuant to Section 2.
2. Assumed
Liabilities.
As a
portion of the purchase price for the T-LAN Units and the T-LAN Assets, at
Closing (defined herein), and pursuant to the Assignment and Assumption
Agreement attached hereto as Exhibit A, Buyer shall assume and agree to pay
the
following liabilities of Parent and/or T-LAN (all such liabilities enumerated
in
Section 2(a) - 2(bb), the “Assumed
Liabilities”):
(a) $95,000
payable to Xxxxxxx Xxxxxxxxxx pursuant to: (i) that certain Promissory Note
issued by Parent dated May 24, 2007, in principal amount of $75,000; and
(ii)
that certain Promissory Note issued by Parent dated October 1, 2007, in
principal amount of $20,000;
(b) All
accrued but unpaid payroll liabilities associated with T-LAN
employees;
(c) Continuing
responsibilities for healthcare benefits for T-LAN employees;
(d) All
rent
and parking obligations pursuant to that certain Lease Agreement for the
T-LAN
Premises dated April 25, 2007;
(e) All
amounts payable to Shared Technologies for hardware provided by such company,
in
an amount believed to be approximately $27,000;
(f) All
amounts payable to InnovateIT for hardware provided by such company, in an
amount believed to be approximately $35,000;
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(g) All
amounts payable to AT&T for T-1 lines for December 2007, in an amounts
believed to be $27,000, and for AT&T equipment in the amount roughly of
$21,000;
(h) All
amounts payable to AT&T for normal phone and fax lines for the office, in
amounts believed to be approximately $1,033.33;
(i) All
amounts payable to Xxxxx Xxxxxxxx/Xxxxxxxx Enterprises for commissions on
account of T-LAN sales activities;
(j) All
amounts payable to Xxxxx Communications for XXXXXX logo and trademark work,
in
an amount believed to be $10,000;
(k) Ordinary
course liabilities associated with copiers, hosting, UPS, utilities, at T-1
lines for T-LAN’s business;
(l) All
payment obligations to Focus Business Solutions, LLC solely for accounting
and
financial reporting services associated with T-LAN from and after
Closing;
(m) Severance
obligations to employees of T-LAN (and or employees of Parent on account
of
T-LAN service providers);
(n) Any
and
all agreements or contracts entered into with C2D, believed to be approximately
$720.00;
(o) Capital
One believed to be approximately $7,300.22;
(p) Capitol
Office Supply believed to be approximately $308.49;
(q) Global
Solutions Installation believed to be approximately $400.00;
(r) Xxxxxxxx
X. Xxxxxx believed to be approximately $145.70 for travel expenses;
(s) OneVision
Solutions believed to be approximately $1,140.70;
(t) Via
Language believed to be approximately $4,600.00;
(u) VSGI
believed to be approximately $20,482.97;
(v) Xxxxxxxxx
& Associates believed to be approximately $1,230.00;
(w) Any
and
all agreements or contracts entered into with Radiant Technologies;
(x) Any
and
all agreements or contracts entered into with SLA, believed to be approximately
$4,500 per month;
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(y) Any
and
all agreements or contracts entered into with any sub-contractors for
interpretation services;
(z) Any
and
all agreements or contracts entered into with any companies for 800
numbers;
(aa) Atlas
Blueprint Supply believed to be approximately $54.00; and
(bb) All
other
T-LAN liabilities or obligations that relate to past support or ongoing support
for the operations and/or equipment of T-LAN not enumerated above or
specifically delineated as “Retained Liabilities” in Section 3 of this
Agreement.
3. Retained
Liabilities.
The
following liabilities shall be retained and paid by Parent, and shall not
be
part of the Assumed Liabilities (such liabilities, collectively, the
“Retained
Liabilities”):
(a) All
amounts payable to Parent, T-LAN or third parties by iBeam, in amounts believed
to be approximately $9,000;
(b) All
liabilities associate with iBeam Solutions, LLC., believed to be approximately
$800,000
(c) All
amounts payable on account of Convertible Debentures or other securities
issued
by Parent, in amounts believed to be approximately $1,800,000;
(d) All
amounts payable by Parent or its Affiliates to the following third
parties:
(i) Legal
fees and expenses payable to Xxxxxx Xxxxxxx & Xxxxxxx, LLP, in an amount
believed to be approximately $118,000;
(ii) J&J
Consulting, in an amount believed to be approximately $6,000;
(iii) Xxxxx
& Associates, in an amount believed to be approximately $6,500;
(iv) Standard
& Poor’s, in an amount believed to be approximately $3,500, together with
ongoing Blue Sky fees to Standard & Poor’s in connection with Parent’s
listing therewith;
(v) Legal
fees and expenses payable to Cane Xxxxx law firm, in an amount believed to
be
$25,500 as of December 6, 2007;
(vi) Business
Wire, in an amount believed to be approximately $445 as of December 12,
2007;
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(vii) CEO
Cast,
with respect to an Agreement dated December, 2007, providing for payments
in the
amount of $5,000 per month; and
(viii) Focus
Business Solutions for accounting and financial reporting work provided by
it
prior to Closing, in amounts believed to be $5,125.
4. Employees.Buyer
shall have the right, but not the obligation, to offer to hire any persons
who
are both employees of Parent or T-LAN (but not employees of iBeam) who are
primarily assigned to T-LAN operations as of the Closing Date or at any time
subsequent thereto.
5. Consideration.
As the
complete and sole consideration payable to Parent by Buyer for Buyer’s purchase
of the T-LAN Units and the Assets, Buyer shall:
(a) Cancel
all indebtedness of Parent pursuant to that certain Promissory Note issued
by
Parent to Buyer in principal amount of $1,000,000, dated October 11, 2007
(the
“Parent
Note”);
(b) Assume
the Assumed Liabilities; and
(c) Shall
pay
and deliver to Parent the Excess Payment (if any) in accordance with Section
6
of this Agreement.
6. Excess
Payment.
As a
part of the consideration payable by Buyer to Parent for the T-LAN Units
and the
T-LAN Assets, and as further evidence of the Buyer Members that there should
be
no personal benefit to the Buyer Members from the transactions evidenced
by this
Agreement, upon any subsequent sale by Buyer of the T-LAN Units or the T-LAN
Assets (without any representation or warranty that such subsequent sale
will
occur):
(a) All
proceeds from such subsequent sale (if any) will be used solely to pay and
satisfy the Assumed Liabilities, together with reasonable Buyer transaction
expenses, closing expenses, reasonable deferred wages to officers and employees,
accounting fees, amounts properly payable to iBeam pursuant to Section 8
of this
Agreement, Buyer accounting fees and legal fees payable to Xxxxxxx Xxxxxxx
&
Xxxxxx LLP; and
(b) All
proceeds from such subsequent sale in excess of the cumulative total of the
amounts listed in Section 6(a) (if any) will be paid to Parent, as and when
such
excess proceeds (if any) are received by T-LAN or Buyer, to facilitate payment
and satisfaction by Parent of the Retained Liabilities (such excess amount,
if
any, the “Excess
Payment”).
7. Closing.
The
closing of the transactions provided for in this Agreement (the “Closing”)
shall
take place immediately on execution of this Agreement and completion by the
Parties of the items set forth in Sections 7(a)-(3) below, or as soon as
practicable after all federal securities requirements have been complied
with
thereafter. (The date of last such item to occur is referred to herein as
the
“Closing
Date.”)
The
Closing shall be completed as follows:
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(a) Authorizations.
Buyer
and Parent each shall deliver to each other, duly-authorized written resolutions
or approvals issued by the Directors of Parent and the Managers of Buyer,
in a
form reasonably requested by each such Party, duly authorizing the execution
and
delivery by such entity of this Agreement and all documents to be executed
and
delivered by such entity as described in this Agreement, and the consummation
of
all actions and transactions required hereby and by such documents. Parent
shall, as soon as practicable after the execution of this Agreement, deliver
the
written consent of a majority of the outstanding share ownership of Parent
approving the transactions contemplated hereby, together with evidence of
filing
of all appropriate materials with the United States Securities & Exchange
Commission, together with any other documents or materials reasonably requested
by Buyer relative to approval of the transactions evidenced by this Agreement.
(b) Parent
Transaction Documents.
Parent
shall execute and deliver to Buyer: (i) a Unit Transfer Certificate in the
form
attached hereto as Exhibit B, conveying and assigning to Buyer all of the
T-LAN
Units; (ii) the Assignment and Assumption Agreement; and (iii) any and all
other
documents reasonably necessary to complete the sale and transfer to Buyer
of the
T-LAN Units and the T-LAN Assets, which documents shall in all respects be
in
such form as may be reasonably required by Buyer.
(c) Buyer
Transaction Documents.
Buyer
shall execute and/or deliver to Seller: (i) the cancelled Parent Note; (ii)
the
Assignment and Assumption Agreement; and (iii) any and all other documents
reasonably necessary to complete the sale and transfer to Buyer of the
Assets.
(d) Officer/Directors’
Transaction Documents.
All
of
the Officer/Directors shall execute or have executed and deliver to Parent:
(i)
resignations from their respective positions as Officers and Directors of
Parent, effective as of 12:01 AM on the Closing Date; (ii) agreements to
forfeit
Officer/Directors’ options, warrants, or convertible features of any debt in the
Company; and (iii) agreements to forfeit options, warrants, or convertible
features of any debt in the Company held by employees of T-LAN or the Company
assigned to T-LAN operations.
(e) Other
Documents.The
Parties shall execute and deliver, or cause to be executed and delivered,
all
such other instruments and documents as may be necessary or reasonably
appropriate to consummate the transactions contemplated by this
Agreement.
8. iBeam
Support Obligation.
As a
material inducement to Buyer to enter into the transactions contemplated
by this
Agreement, from and after Closing, iBeam shall provide support services at
such
times as are reasonably requested by T-LAN or Buyer, and shall invoice T-LAN
and
receive payment for such services in the ordinary course of business and
consistent with past practices. iBeam shall accrue amounts payable from T-LAN
or
Buyer for such services, but neither of them shall have any obligation to
pay
for such services until 45 days after the Closing Date.
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9. Indemnification.
(a) Parent
shall indemnify and hold Buyer and its members, managers, officers, directors,
successors and permitted assigns (collectively, “Buyer
Indemnified Parties”)
harmless against and from any and all liabilities, obligations, assessments,
suits, actions, proceedings, claims or demands, and any judgments, damages,
losses, (any or all of the foregoing being hereinafter referred to as
“Claims”),
to
which any of the Buyer Indemnified Parties may become subject, insofar as
such
Claims, or actions in respect thereof, arise out of or are based upon the
Retained Liabilities, or the approval and completion by any of them (acting
as
directors or officers of Parent) of the transactions provided for in this
Agreement
(b) Buyer
shall indemnify and hold Parent, its members, officers, managers, successors
and
permitted assigns (collectively, “Parent
Indemnified Parties”)
harmless against and from any and all Claims to which any of the Parent
Indemnified Parties may become subject, insofar as such Claims, or actions
in
respect thereof, arise out of or are based upon any of the Assumed Liabilities.
10. Representations
and Warranties of Parent.
Parent
represents and warrants to Buyer that the following representations and
warranties (“Representations”)
are
true and correct as of the date hereof and shall also be true and correct
as of
date of the Closing:
(a) Parent.
Parent
is a corporation, duly organized and validly existing and in good standing
under
the laws of the State of Nevada. The board of directors and shareholders
of
Parent have approved the transactions reflected in this Agreement, and the
board
of directors of Parent has approved the execution, delivery and the performance
of this Agreement and has authorized and directed Parent to execute, deliver
and
perform this Agreement in accordance with the terms hereof.
(b) Free
and Clear.
Parent
has good marketable title to all of the T-LAN Units and all of the T-LAN
Assets,
free and clear of all mortgages, conditional sales agreements, charges, pledges,
security interests, restrictions, liens, encumbrances or other charges of
any
kind or nature whatsoever, including without limitation, any liens represented
by financing statements (or, if any financing statements do exist, they shall
be
terminated on or in connection with the Closing at Buyer’s request), and
excepting from such representation and warranty, the Assumed
Liabilities.
(c) Lawsuits.There
are
no legal, quasi-judicial or administrative actions, suits or proceedings
of any
kind or nature now pending or threatened before any court or administrative
body
which may adversely affect the power or authority of Parent to carry out
the
transactions to be performed by Parent hereunder.
(d) Accuracy.
No
representation nor any Exhibit or Schedule attached hereto, to the best of
Parent’s knowledge, contains or will contain any untrue statement of a material
fact, or omits or will omit to state a material fact required to be stated
therein or necessary to make the statements contained therein not materially
misleading.
7
11. Representations
and Warranties of Buyer.
Buyer
represents and warrants to Parent that the following statements and
representations are true and correct as of the date hereof and shall also
be
true and correct on the Closing Date:
(a) Buyer.
Buyer is
a limited liability company duly organized, existing and in full force and
effect under the laws of the State of Nevada and is duly authorized to carry
on
its business and to own and lease its properties as and in the place where
such
properties are now owned, leased or operated. Buyer has all the requisite
power
and authority to own all of its assets, to carry on its business as now
conducted, to enter into this Agreement, to perform all terms of this Agreement
and under the Assignment and Assumption Agreement and ancillary documents
referenced herein, and to perform all terms hereof and thereof.
(b) Authorization.
The
managers of Buyer have approved the execution, delivery and the performance
of
this Agreement and have authorized and directed the Buyer to execute, deliver
and perform this Agreement in accordance with the terms hereof.
(c) Xxxxxxxx.Xx
representation of Buyer in this Agreement contains or will contain any untrue
statement of a material fact, or omits or will omit to state a material fact
required to be stated therein or necessary to make the statements contained
therein not materially misleading.
12. Notices.
Any
notice, communication, request, reply or advice in this Agreement provided
or
permitted to be given, made or accepted by any Party to the other shall be
in
writing and shall be given or be served (a) by depositing the same in the
United
States mail, postage paid and registered or certified and addressed to the
Party
to be notified, with return receipt requested, or (b) by delivering the same
in
person to such Party or, if applicable, to an officer or manager of such
Party.
Notice deposited in the mail, delivered to the regular offices of either
of the
Parties (as same may be communicated in writing from time to time) in the
manner
hereinabove described shall be effective, unless otherwise stated in this
Agreement, three days after the date it is so deposited. Notice given by
personal delivery shall be effective upon delivery.
13. Headings.Section
or other headings contained in this Agreement are for reference purposes
only
and shall not affect in any way the meaning or interpretation of this
Agreement.
14. Additional
Assurances.
The
Parties shall prepare, execute and deliver such other documents, instruments
or
agreements after the Closing as may be or become necessary or appropriate
to
further implement the intent or terms of this Agreement.
15. Governing
Law.
This
Agreement and the rights of the Parties shall be governed by the laws of
the
State of Ohio, without regard to its conflict of laws provisions.
16. Counterparts.
This
Agreement may be executed in one or more counterparts, all of which taken
together shall constitute one instrument.
8
17. Assignment.Neither
Seller nor Buyer shall assign this Agreement or any interest
therein.
18. Entire
Agreement.
This
Agreement, together with the instruments delivered hereunder, constitute
the
entire agreement among the Parties with respect to the subject matters hereof
and thereof, and supersede all prior agreements and understandings, written
or
oral, among the Parties with respect to such subject matters.
19. Binding
Effect.
This
Agreement shall be binding upon the heirs, executors, administrators, successors
and permitted assigns of the Parties hereto.
20. Interpretation
and Construction.The
provisions of this Agreement are intended to be interpreted and construed
in a
manner so as to make such provisions valid, binding and enforceable. In the
event that any provision of this Agreement is determined to be invalid, illegal
or unenforceable, then such provision shall be deemed to be modified or
restricted to the extent necessary to make such provision valid, binding
and
enforceable. This Agreement or any section thereof shall not be construed
against any Party due to the fact that said Agreement or any section thereof
was
drafted by said Party. If any provision of this Agreement or the application
of
such provision to any person or circumstance shall be held invalid, the
remainder of this Agreement, or the application of such provision to persons
or
circumstances other than those as to which it is held invalid, shall not
be
affected thereby.
21. Schedules
and Exhibits.All
Schedules and Exhibits (including all duly authorized substitutions and
replacements therefor) referred to in, and attached to, this Agreement hereby
are incorporated in this Agreement by reference.
[Signature
Page Immediately Follows]
9
IN
WITNESS WHEREOF, the Parties have executed this Agreement effective as of
the
day and year first above written.
BUYER:
INTERIM
SUPPORT, LLC
| By: | /s/ Xxxxxxxx X. Xxxxxx |
| Xxxxxxxx X. Xxxxxx | |
| Authorized Representative |
DIRECTORS:
[Solely
as to Section 7(d)]
| /s/ Xxxxxxxx X. Xxxxxx |
| Xxxxxxxx X. Xxxxxx |
| /s/ Xxxxxx Xxxxx |
| Xxxxxx Xxxxx |
| /s/ Xxxx Xxxxx |
| Xxxx Xxxxx |
| /s/ Xxxxx Xxxxxx |
| Xxxxx Xxxxxx |
| /s/ Xxx Xxxxxxx |
| Xxx Xxxxxxx |
XXXXXXX
XXXXXXXXXX:
[Solely
as to Section 7(d)]
| /s/ Xxxxxxx Xxxxxxxxxx |
| Xxxxxxx Xxxxxxxxxx |
PARENT:iBEAM:
| LANGUAGE ACCESS NETWORK, INC. | iBEAM SOLUTIONS, LLC | |||
| By: | /s/ Xxxxxxx Xxxxxxxxxx | By: | ||
| CEO/CFO | ||||
10
EXHIBIT
A
ASSSIGNMENT
& ASSUMPTION AGREEMENT
ASSIGNMENT
AND ASSUMPTION AGREEMENT
THIS
ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”)
is
entered into as of January 14, 2008, by and between LANGUAGE ACCESS NETWORK,
INC., a Nevada corporation (“Parent”),
and
INTERIM SUPPORT, LLC, a Nevada limited liability company (“Buyer”).
BACKGROUND
INFORMATION
I. Buyer
and
Parent have entered into an Acquisition Agreement of even date herewith (the
“Acquisition
Agreement”),
pursuant to which Parent has agreed to assign, transfer and deliver to Buyer
certain T-LAN Units and T-LAN Assets (as defined in the Acquisition Agreement),
used or held for use by Parent and/or T-LAN in connection with the conduct
of
the business of T-LAN.
II. In
connection with the transfer of the T-LAN Units and the T-LAN Assets to Buyer,
Buyer has agreed to assume certain liabilities associated with and relating
to
T-LAN as described and defined in Section 2 of the Acquisition Agreement
(the
“Assumed Liabilities”).
STATEMENT
OF AGREEMENT
THEREFORE,
for and in consideration of the mutual covenants contained herein and other
good
and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, Buyer and Parent hereby agree as follows:
1. Assignment
of Assets.
Parent
hereby irrevocably transfers, conveys, assigns and delivers to Buyer all
of
Parent’s right, title and interest in and to the T-LAN Assets, free and clear of
all claims, liens and encumbrances, other than the Assumed
Liabilities.
TO
HAVE
AND TO HOLD THE SAME, FOREVER.
At
any
time or from time to time after the date hereof, at Buyer’s request and without
further consideration, Parent shall execute and deliver to Buyer such other
instruments of transfer, conveyance, assignment and confirmation, provide
such
materials and information and take such other actions as Buyer may reasonably
deem necessary or desirable in order more effectively to transfer, convey
and
assign the T-LAN Assets to Buyer.
2. Assumption
of Liabilities.
Buyer
hereby accepts the assignment of the T-LAN Assets and undertakes and agrees
from
and after the date hereof, to assume and to pay, perform and discharge when
due
all of the Assumed Liabilities
Nothing
contained herein shall require Buyer to pay or discharge any debts or
obligations expressly assumed hereby so long as Buyer shall in good faith
contest or cause to be contested the amount or validity thereof.
Notwithstanding, Buyer agrees to indemnify Parent as provided in Section
9 of
the Acquisition Agreement and defend Parent in the event Buyer contests the
amount or validity of any of the Assumed Liabilities for whatever reason.
Other
than as specifically stated above or in the Acquisition Agreement, Buyer
assumes
no debt, liability or obligation of Parent by this Agreement (including without
limitation, the Retained Liabilities defined and described in Section 3 of
the
Acquisition Agreement), and it is expressly understood and agreed that all
debts, liabilities and obligations not assumed hereby by Buyer shall remain
the
sole obligation of Parent, its affiliates, successors and assigns.
IN
WITNESS WHEREOF, the undersigned have caused their duly authorized officers
to
execute this Agreement on the day and year first above written.
BUYER:
INTERIM
SUPPORT, LLC
| By: | /s/ Xxxxxxxx X. Xxxxxx |
| Xxxxxxxx X. Xxxxxx | |
| Title: | Manager |
| By: | /s/ Xxxxxxx Xxxxxxxxxx |
| Xxxxxxx Xxxxxxxxxx | |
| Title: | CEO/CFO |
PARENT:
| By: | /s/ Xxxxxxx Xxxxxxxxxx |
| Xxxxxxx Xxxxxxxxxx | |
| Title: | CEO/CFO |
EXHIBIT
B
UNIT
TRANSFER CERTIFICATE
LANGUAGE
ACCESS NETWORK, LLC
UNIT
TRANSFER
FOR
VALUE
RECEIVED, LANGUAGE ACCESS NETWORK, INC., a Nevada corporation, hereby transfers
100% of the Units of Membership Interest in and to Language Access Network,
LLC,
an Ohio limited liability company, Interim Support, LLC, a Nevada limited
liability company and hereby waives any and all restrictions on transfer
or
other requirements provided for in any operating agreement, bylaws, the Articles
of Organization of T-LAN, other documents or agreements (oral or written)
or
pursuant to the Ohio Limited Liability Companies Act, with respect to the
transfer evidenced hereby.
Dated
January 15, 2008
| By: | /s/ Xxxxxxx Xxxxxxxxxx |
| Xxxxxxx Xxxxxxxxxx | |
| Title: | CEO/CFO |
