SUBSCRIBER PURCHASE AGREEMENT BY AND BETWEEN
GREENHOLD GROUP, INC. AND ACCENTRA, INC.
THIS SUBSCRIBER PURCHASE AGREEMENT (hereinafter referred to as
the "Agreement"), by and between GREENHOLD GROUP, INC., a Florida
corporation (hereinafter referred to as "GREENHOLD"), and ACCENTRA,
INC., (hereinafter referred to as "ACCENTRA").
WHEREAS, ACCENTRA wishes to purchase and GREENHOLD wishes to sell
certain Subscribers and certain intellectual property under the terms
and conditions as hereinafter set forth; and
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein and for other good and valuable
consideration, receipt of which is hereby acknowledged, it is mutually
agreed by and between the parties to this Agreement as follows:
ARTICLE I: PURCHASE OF SUBSCRIBERS
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The manner and basis of purchasing Subscribers of GREENHOLD by
ACCENTRA shall be as follows:
(1) At the effective date of this Agreement, ACCENTRA will
purchase from GREENHOLD 1688 Subscribers as set forth in Schedule 1.
In consideration for the purchase of these Subscribers from GREENHOLD,
ACCENTRA, will pay the principle sum of Two Hundred and Seventy Eight
Thousand Dollars ($278,000) in the manner set forth below:
a non-refundable deposit of $50,000 upon
execution of this agreement, a payment of
$183,000, minus the amount of money for prepaid
accounts as set forth in Schedule 1B, which
payment shall be due and payable on closing on
March 31, 2002 and a final payment of $45,0000
due on July 15, 2002 subject to adjustments in
Schedule 2
All payments shall be delivered to: Greenhold Group, Inc
0000 Xxxxxxx Xxxx Xxxx #000
Xxxx Xxxxxxxxxx XX 00000
This balance owed may be prepaid at any time without penalty or
premium. If any installment of principal or interest is not paid when
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due, default interest shall accrue on the unpaid balance at eighteen
(18%) percent beginning three business days after the date of default.
ACCENTRA waives demand, protest and notice of maturity, non-payment or
protest and all requirements necessary to hold it liable for this
obligation. ACCENTRA agrees to pay all costs of collection, including
reasonable attorney's fees, for services incurred in collection,
litigation, bankruptcy proceedings, appeals or otherwise arising from
efforts to collect upon this obligation. The parties agree that
GREENHOLD may file a UCC1 form with the Florida Secretary of State
reflecting a lien upon the Subscribers set forth in Schedule 1. Upon
receipt of final payment by GREENHOLD, ACCENTRA shall file a Notice of
Cancellation of the UCC1 with the Florida Secretary of State.
ARTICLE II: PURCHASE OF INTELLECTUAL PROPERTY
---------------------------------------------
At the effective date of this Agreement, ACCENTRA will purchase
from GREENHOLD the domain names and all rights associated with the
domain names XXXXXXXX.XXX and XXXXX.XXX and all of the Web site
contents located at xxx.xxxxxxxx.xxx and xxx.xxxxx.xxx.
ARTICLE III: ACCESS TO INFORMATION
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From the period of March 31st until June 30th, GREENHOLD shall
provide ACCENTRA with full access to its mail server, radius server,
billing server, technical support documentation, and other information
that may be used in operation or support of the Subscribers.
ARTICLE IV: EFFECTIVE TIME
---------------------------
The effective time of this Agreement shall be such time as this
Agreement has been executed by the parties hereto.
ARTICLE V: REPRESENTATIONS AND WARRANTIES
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Each party to this Agreement represents and warrants that it or
he has the full power and authority to enter into this Agreement and
further agrees to execute any additional documents necessary or
desirable in connection with the enforcement hereof.
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ARTICLE VI: GOVERNING LAW
--------------------------
This Agreement is to be construed and enforced under the laws of
the State of Florida and the laws of the State of Florida shall govern
all issues and questions concerning this Agreement, and the exclusive
venue for any action arising under this Agreement shall be Miami-Dade
County, Florida.
ARTICLE VII: COVENANT NOT TO COMPETE
------------------------------------
(a) In exchange for the representations and warranties and
fulfillment of the agreements contained herein by ACCENTRA, GREENHOLD
and each of its principals [list names] severally agrees not to compete,
either directly or indirectly, under any circumstances whatsoever, as an
officer, director, employee, partner, consultant or owner, for a period of 5
years commencing with the closing date in the Territory, in any
internet access endeavor which is in competition with ACCENTRA. For
purposes of this Article, the term "Territory" shall mean any area in
Citrus County, Florida.
(b) The parties hereto specifically acknowledge that the remedy
at law for any breach by Seller or its owners of the foregoing
covenants not to compete would be inadequate and that, upon any such
breach, Buyer shall be entitled to equitable relief, including,
without limitation, injunctive relief and specific performance.
(c) The parties hereto agree that the foregoing restrictions of
time and area are reasonable and necessary to enable ACCENTRA to
realize the anticipated value of the assets; provided however, that if
a court of competent jurisdiction should determine such restrictions
to be unreasonable, then the same shall not be invalid but shall be
enforced for such period of time and within such areas as the court
may find to be reasonable.
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ARTICLE VIII: CONTINUING OPERATIONS
-----------------------------------
From the period of March 31st until June 30th, or until notified
earlier in writing by ACCENTRA to GREENHOLD, GREENHOLD shall continue
to provide Internet and email access to the purchased subscribers with
no noticeable degradation in quality of service. ACCENTRA shall pay
to GREENHOLD a sum of $8 per month per subscriber that continues to
use GREENHOLD's services. ACCENTRA and GREENHOLD shall mutually
determine the number of continued subscribers for the previous month
on April 30th, May 31st, and June 30th. In addition, GREENHOLD agrees to
refer to ACCENTRA any Subscribers who call or contact GREENHOLD for
any customer service (i.e. sales, billing, or technical support)
inquires. GREENHOLD further agrees to take the necessary steps to
inform its employees of this required referral. GREENHOLD shall
refer Subscribers to the phone number 000-000-0000, unless otherwise
notified in writing by ACCENTRA to GREENHOLD.
ARTICLE IX: ENTIRE AGREEMENT
-----------------------------
This Agreement constitutes the entire agreement between the
parties hereto pertaining to the subject matter hereof. There are no
warranties, representations or other agreements between the parties in
connection with the subject matter hereof, except as specifically set
forth or referred to herein. No amendment, waiver or termination of
this Agreement shall be binding unless executed in writing by the
party to be bound thereby. No waiver of any provision of this
Agreement shall be deemed or shall constitute a waiver of any other
provision, nor shall any such waiver constitute a continuing waiver,
unless otherwise expressly provided.
ARTICLE X: SEVERABILITY
------------------------
In case any provision in this Agreement shall be held invalid,
illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions hereof will not in any way be affected or
impaired thereby.
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ARTICLE XI: COUNTERPARTS
-------------------------
This Agreement may be executed in any number of counterparts, and
each counterpart shall constitute an original instrument, but all of
which taken together shall constitute only and one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement this 22ND day of March, 2002.
GREENHOLD GROUP, INC.
BY: _________________________________
XXXX X. XXXXXX, PRESIDENT
ACCENTRA, INC.
BY: _________________________________.
XXXX XXXXX, CHAIRMAN
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SCHEDULE 1
(This will be a list showing each subscriber's name, address,
telephone number(s), email address(es), login ID's, passwords,
services ordered, full payment details including amounts paid and
method of payment, and will include a copy of the Xxxx Max billing
system data base with at minimum twelve months' data .)
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SCHEDULE 1B
Prior to March 31st, the amount of money already collected by GREENHOLD
for services to be provided by ACCENTRA after March 31st (i.e. monies
prepaid for services) shall be mutually determined by GREENHOLD and
ACCENTRA and shall be deducted from the $183,000 due at closing.
Amount for Prepaid Accounts _______________________ _________
Date
GREENHOLD GROUP, INC.
BY: _________________________________
XXXX X. XXXXXX, PRESIDENT
ACCENTRA, INC.
BY: _________________________________.
XXXX XXXXX, CHAIRMAN
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SCHEDULE 2
Purchaser will undertake an audit to determine the actual number of
Subscribers on June 30, 2002. In the event there are less than 1688
Subscribers upon completion of the audit, the purchase price shall be
adjusted at a rate of $165.00 for each subscriber less than 1688.The
adjustment shall be deducted from the hold back of $45,000 and the
balance shall be due and payable on July 15,2002.
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