ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT, ("the Agreement") is made and entered into
as of April 23, 2003 between CNE Group, Inc. hereinafter referred as ("Buyer")
and Xxxx Xxxxxxxxxx, located at 0000 XxXx Xxxx Xxxxx, Xxxxxxx, Xxxxxxx 00000
("Seller").
WITNESSETH
WHEREAS, Seller desires to sell a certain Patent, and
WHEREAS, Buyer desires to purchase the Patent from Seller.
In consideration of the mutual covenants, agreements, representations and
warranties herein contained, and intending to be legally bound, the parties
agree as follows:
1. Purchase and Sale of Asset.
1.1 Asset to be Acquired. On the terms and subject to the conditions of
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this Agreement, at the Closing (hereinafter defined), Seller shall sell and
deliver to Buyer, and Buyer shall purchase and acquire, all right, title and
interest in U.S. Patent No. 6,060,979 issued on May 9, 2000 for "Call box
apparatus" (the "Patent" or the "Asset to be Acquired") and to inventions
covered by the Patent free and clear of all liens and encumbrances.
1.2 Consideration. The consideration for the Asset to be acquired shall
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consist of an aggregate of $2,000,000 represented by four subordinated notes
each with a principal amount of $500,000 and bearing an interest rate of 8% per
annum with a term of five years and six months such notes hereinafter to be
referred to as (the "Notes") and shall constitute "the Purchase Price." A copy
of the form of the Notes is attached hereto as Schedule "A."
1.3 Undertaking as to Obligations and Rights of Setoff. At the Closing,
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Buyer shall assume and agree to observe, perform and fulfill the terms and
conditions to be observed, performed and fulfilled at the Closing, if any, and
Seller hereby agrees to indemnify and hold harmless Buyer from, and against any
claim or liability arising from the Patent duly assigned to Buyer at the
Closing. Buyer may offset against the Notes any damages arising from any breach
of the warranties, representation or covenants contained in this Agreement
and/or the Patent Assignment relating to the Patent executed by Seller in favor
of Buyer and dated as of the date hereof.
1.4 Limitations as to Assumption and Undertaking. The provisions of
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Paragraphs 1.3 shall not confer any rights on any person not a party to this
Agreement, and Buyer and Seller reserve all defenses, offsets or counterclaims
in respect of any undertakings made herein.
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2. Closing.
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2.1 Time and Place of Closing. Closing hereunder (the "Closing") shall take
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place on or before April 30, 2003. The place of Closing shall be at 0000 X.X.
00xx Xxxxxx, Xxxxx X, Xxxxxxxxxx, Xx 00000 or at such other time and place
mutually agreed to by the parties hereof including but not limited to a closing
via facsimile transmission
2.2 Deliveries by Seller. At the Closing, Seller shall execute and deliver
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to Buyer the following: +
Good and valid Patent Assignments with covenants of warranty of title,
endorsements, in form and substance satisfactory to Buyer as shall be required
or as may be desirable in order to vest effectively in Buyer good, indefeasible
and marketable title to the Asset to be Acquired, free and clear of all liens,
encumbrances, security interests and other burdens.
2.3 Further Assurances. At any time and from time to time after the
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Closing, Seller shall, at the request of Buyer, take all action necessary to put
Buyer in actual possession of the Asset to be Acquired and shall execute and
deliver such further instruments of sale, conveyance, transfer, assignment and
consent, and use its best efforts to obtain such further consents and take such
other action, as Buyer may request in order to more effectively sell, convey,
transfer and assign to Buyer any of the Asset to be Acquired, to confirm the
title of Buyer thereto and to assist Buyer in exercising its rights with respect
thereto.
2.4 Deliveries by Buyer. At the Closing, Buyer shall deliver to Seller the
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following:
The Notes described in Paragraph 1.2 issued in the name of the
Seller and/or its designee.
3. Representations and Warranties of Seller.
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3.1 Authorization. Seller has the power to execute, deliver, and carry out
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the terms and conditions of this Agreement and has taken all action with respect
thereto, and the Agreement has been duly authorized, executed and delivered by
Seller and constitutes his valid, legal and binding agreement and obligation in
accordance with the terms hereof, except as may be limited by applicable
bankruptcy, insolvency, reorganization or other laws and equitable principles
affecting creditors' rights generally from time to time in effect.
3.2 Valid Assignments. The Patent Assignments are good and valid Patent
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Assignment with covenants of warranty of title, endorsements, in form and
substance satisfactory to Buyer as shall be required or as may be desirable in
order to vest effectively in Buyer good, indefeasible and marketable title to
the Asset to be Acquired,
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free and clear of all liens, encumbrances, security interests and other burdens.
4. Survival of Representations; Indemnification.
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4.1 Survival of Representations. All representations and warranties made by
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any party hereto in this Agreement or pursuant hereto shall survive the Closing
hereunder and any investigation at any time made by or on behalf of the other
party to this Agreement, but any claims as to a breach thereof must be asserted
by notice to the party affected within the applicable statute of limitations.
5. Miscellaneous.
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5.1 Expenses. Each party agrees to be responsible for the payment of all
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expenses incurred by or on behalf of it or him in connection with the
preparation, authorization, execution and performance of this Agreement,
including without limitation all fees for counsel, accountants and consultants.
5.2 Notices. All notices, demands and communications hereunder shall be in
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writing and shall be deemed to be duly given if delivered upon personal delivery
or two days after deposit in the U.S. mail by registered or certified mail,
postage pre-paid, return receipt requested, as follows:
If to Seller
Xxxx Xxxxxxxxxx
0000 XxXx Xxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
If to Buyer:
Xxxxxxx Xxxxxxxx
CNE Group, Inc.
0000 X.X. 00xx Xxxxxx, Xxxxx X,
Xxxxxxxxxx, Xx 00000
Xxxxxx Xxxxxx
CNE Group, Inc.
000 Xxxx 00xx Xxxxxx
Xxxxx 0000
XX, XX 00000
5.3 Entire Agreement. This Agreement, and the exhibits and schedules
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referred to herein or delivered pursuant hereto, contain the entire
understanding of the parties with respect to the subject matter, and supersedes
all prior agreement and understandings between the parties with reference
thereto. This Agreement may be amended only by a written instrument duly
executed by the parties.
5.4 Headings. The sections and paragraph headings contained in this
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Agreement are for reference purposes only and shall not affect in any way the
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interpretation of this Agreement.
5.5 Successors and Assigns. The terms and conditions of this Agreement
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shall bind, and inure to the benefit of, the parties hereto and their respective
successors, personal representatives and assigns.
5.6 Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same Agreement.
5.7 Limitations. The representations and warranties set forth in this
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Agreement, the schedules and exhibits hereto and the certificates to be
delivered at the Closing pursuant to this Agreement hereof constitute the only
warranties made by the parties hereto with respect to the transactions
contemplated hereby, and the property to be transferred pursuant hereto and such
warranties supersede all representations and warranties, written or oral,
previously made by the parties hereto.
5.8 Choice of Law and Venue.
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This Agreement shall be interpreted and enforced pursuant to the laws of
the State of Florida and the venue of all proceedings shall be in the County of
Broward.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written. CNE Group, Inc.
BY______________________
Xxxxxx X. Xxxxxx,CEO
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Xxxx Xxxxxxxxx
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