ACQUISITION AGREEMENT
Exhibit
10.4
THIS
ACQUISITION AGREEMENT is
made
as of June 16, 2006 (this “Agreement”),
by
and among HRDQ GROUP, INC., a Delaware corporation (the “Company”),
TELECOM COMMUNICATIONS, INC., a Delaware corporation (“Telecom”),
ALPHA
CENTURY HOLDINGS, LTD, a BVI corporation (“Alpha”),
and
CHINA DONGGUAN NETWORKS, INC, a BVI corporation (“CDN,”
and
together with Alpha, the “Owners”).
RECITALS
WHEREAS,
as of
the date hereof, Telecom is the sole shareholder of and owns 100% of the
outstanding shares interests in Alpha;
WHEREAS,
as of
the date hereof, Alpha and CDN hold an interest in certain assets used in the
operation of the business known as xxxxxx.xxx and the associated website located
at xxx.xxxxxx.xxx (collectively, the “Business”);
WHEREAS,
the
Owners desire to contribute all of their respective right, title and interest
in
and to the Acquired Assets (as defined below) to the Company upon the terms
and
conditions set forth herein;
WHEREAS,
the
Company desires to accept from the Owners all of the Owners’ right, title and
interest in and to the Acquired Assets on the terms and conditions set forth
herein and, in consideration therefor, (i) (a) to issue shares of common stock
of the Company (the “Common
Stock”),
(b)
pay cash to each Owner and (c) to issue a promissory note in the form of
Exhibit
A
hereto
to Alpha (which shall be immediately assigned by Alpha to Telecom) (the
“Promissory
Note”)
and
(ii) to assume the Assumed Liabilities (as defined below), each asset set forth
herein; and
WHEREAS,
the
transactions contemplated by this Agreement and the transactions contemplated
by
that certain Series A Preferred and Common Stock Purchase Agreement, dated
of
even date herewith, by and between the Company and the Purchasers (as defined
therein) are intended to constitute a single transaction for purposes of Section
351 of the Internal Revenue Code of 1986, as amended.
NOW,
THEREFORE,
in
consideration of the mutual covenants and promises contained herein and for
other good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:
AGREEMENT
Section
1
Acquisition and Assumption.
(a) On
and as
of the date hereof, each Owner hereby sells, assigns, transfers, conveys and
delivers to the Company all of its right, title, and interest in, to and under
the assets of the Business identified on Exhibit B attached hereto (the
“Acquired Assets”). On and as of the date hereof, the Company hereby accepts the
foregoing assignment of each Acquired Asset.
(b) Notwithstanding
anything to the contrary contained herein (including on Exhibit B), the Acquired
Assets shall not include, and the Owners shall not sell any of their rights,
title or interest in and to any asset identified on Exhibit
C
attached
hereto or any other asset that is not used primarily in the Business (the
“Excluded
Assets”).
(c) Upon
the
terms and subject to the conditions of this Agreement, the Company hereby
assumes, effective as of the date hereof, and agrees to pay, perform and
discharge when due, and indemnify, defend and hold harmless from and after
the
Closing Date (as defined below), Telecom, Alpha, CDN and each of their
respective affiliates, and each of their respective officers, directors and
employees, from and against any and all obligations and liabilities, whether
known or unknown, arising out of, relating to or otherwise in respect of the
Acquired Assets, the Business or the operation or conduct of the Business before
the date hereof (collectively, the “Assumed
Liabilities”),
including without limitation the liabilities listed on Exhibit
D
attached
hereto, but excluding the liabilities listed on Exhibit
E
attached
hereto (the “Retained
Liabilities”).
(d) (i)
Notwithstanding anything in this Agreement to the contrary, this Agreement
shall
not constitute an agreement to assign any asset or any claim or right or any
benefit arising under or resulting from such asset if an attempted assignment
thereof, without the consent of a third party, would constitute a breach,
default, violation or other contravention of the rights of such third party,
would be ineffective with respect to any party to an agreement concerning such
asset, claim or right, or would in any way adversely affect the rights of either
Owner or, upon transfer, the Company under such asset, claim or right. If any
transfer or assignment by the Owners to the Company, or any assumption by the
Company of, any interest in, or liability, obligation or commitment under,
any
asset, claim or right requires the consent of a third party, then such transfer
or assignment or assumption shall be made subject to such consent being
obtained. The Company agrees that neither Owner nor any of such Owner’s
affiliates shall have any liability to the Company arising out of or relating
to
the failure to obtain any such consent or because of any circumstances resulting
therefrom.
2
(i) If
any
such consent has not been obtained prior to the consummation of this Agreement,
the parties shall use commercially reasonable efforts to secure such consent
as
promptly as practicable and Owners shall cooperate with the Company (at the
Company’s expense) to structure a lawful and commercially reasonable arrangement
under which (i) the Company shall obtain (without infringing upon the legal
rights of such third party or violating any applicable law) the economic claims,
rights and benefits (net of the amount of any related tax costs imposed on
either Owner or any of their respective affiliates) under the asset, claim
or
right with respect to which the consent has not been obtained and (ii) the
Company shall assume any related economic burden (including the amount of any
related tax costs imposed on either Owner or any of their respective affiliates)
with respect to the asset, claim or right with respect to which the consent
has
not been obtained.
(e) The
Company hereby acknowledges and agrees that Owner makes no representations
or
warranties whatsoever, express or implied, with respect to any matter relating
to this Agreement, the Acquired Assets or the Assumed Liabilities, except that
each Owner, severally and not jointly, hereby represents and warrants that
(i)
such Owner has all necessary power and authority to execute and deliver this
Agreement and to carry out its provisions; (ii) all action on Owner’s part
required for the lawful execution and delivery of this Agreement has been taken;
and (iii) upon such Owner’s execution and delivery, this Agreement will be a
valid and binding obligation of such Owner, enforceable in accordance with
its
terms, except (x) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general application affecting
enforcement of creditors’ rights, and (y) as limited by general principles of
equity that restrict the availability of equitable remedies.
(f) Subject
to Section (6) hereof, without limiting the foregoing, each Owner hereby
disclaims any warranty (express or implied) of merchantability or fitness for
any particular purpose as to any portion of the Acquired Assets. Accordingly,
subject to Section (6) hereof, the Company accepts the Acquired Assets and
the
Assumed Liabilities “AS IS,” “WHERE IS,” and “WITH ALL FAULTS.”
Section
2 Consideration
(a) In
consideration of the assignment to the Company by the Owners of the Acquired
Assets hereunder, on the date hereof, in addition to the Company’s assumption of
the Assumed Liabilities, the Company shall (i) issue the Promissory Note to
Alpha (which shall be immediately assigned to Telecom and restated to reflect
that Telecom shall be the
Payee
thereunder), pay $1,950,800 in cash by wire transfer of immediately available
funds to CDN, (ii) issue 798,747 shares of Common Stock of the Company to CDN
and (iii) issue 2,024,192 shares of Common Stock of the Company to Alpha (which
shares shall be distributed immediately to Telecom).
3
(b) In
the
event the amount of the Telecom Advance (as defined below) exceeds $1.5 million
(the amount of such excess, the “Excess
Telecom Advance”),
then
the principal amount of the Promissory Note shall be increased by the amount
of
the Excess Telecom Advance (and the Company shall deliver to Telecom an amended
and restated Promissory Note reflecting such increased principal amount in
exchange for cancellation of the original Promissory Note). In the event the
amount of the Telecom Advance is less than $1.5 million (the amount by which
the
Telecom Advance is less than $1.5 million, the “Telecom
Advance Shortfall”),
then
the principal amount of the Promissory Note shall be reduced by the amount
of
the Telecom Advance Shortfall (and the Company shall deliver to Telecom an
amended and restated Promissory Note reflecting such decreased principal amount
in exchange for cancellation of the original Promissory Note). The completion
of
the adjustment contemplated by this Section 2(b) shall in no way affect the
enforceability of or Telecom’s rights under the Promissory Note unless and until
the Promissory Note is exchanged for a duly executed amended and restated
Promissory Note in accordance with this Section 2(b). As used in this Section
2(b), “Telecom
Advance”
means
the sum of (i) the value of the tangible assets and software licenses purchased
by Telecom (or by Alpha with funds advanced by Telecom) for the Business prior
to October 1, 2004 plus (ii) the amount of funds expended by Telecom to purchase
tangible assets and software licenses for the Business (or advanced by Telecom
to Alpha to purchase tangible assets or software licenses for the Business)
on
or after October 1, 2004.
(c) Within
twenty (20) business days of the date hereof, Telecom shall deliver to the
Company Telecom’s calculation of the Telecom Advance. In the event the Company
objects in good faith to Telecom’s calculation of the Telecom Advance, then the
Company shall notify Telecom of such objection in writing with 10 (ten) business
days of receipt of such calculation and set forth the basis for such objection
in reasonable detail (the “Objection
Notice”).
If
the Company does not notify Telecom in writing of an objection within such
10
(ten) business day period, then Telecom’s calculation of the Telecom Advance
shall be binding upon the parties hereto. If the Company does notify Telecom
in
writing of such objection in accordance with this Section 2(c), then the parties
hereto shall use good faith efforts to resolve the dispute in respect of the
calculation of the Telecom Advance. In the event the parties hereto are unable
to resolve such dispute within ten business days of Telecom’s receipt of the
Objection Notice, then the respective Chief Executive Officers of Telecom and
the Company shall attempt in good faith to resolve such dispute, and if the
dispute is not resolved within twenty (20) business days of Telecom’s receipt of
the Objection Notice, then the parties hereto shall refer the dispute to an
independent accounting firm (which shall not be the independent accounting
firm
of either of Telecom or the Company) designated by Telecom and reasonably
acceptable to the Company, and the determination of such accounting firm shall
be binding on the parties hereto. The costs of such independent accounting
firm
shall be borne by the party that is not the prevailing party (the prevailing
party shall be the party whose calculation of the Telecom Advance is closest
in
amount to the calculation of the Telecom Advance that is ultimately determined
by such accounting firm).
4
Section
3 Termination
of Rights Agreement
CDN
and
Telecom hereby agree that, as of the date hereof, the Rights Agreement, dated
as
of November 11, 2005 (the “Rights
Agreement”),
by
and between CDN and Alpha, shall be terminated and of no further force or
effect, and CDN and Alpha agree that neither party shall have any further
obligations or liabilities to the other arising out of, resulting from or in
connection with the Rights Agreement or the Asset Acquisition Agreement, dated
as of November 11, 2005, by and between CDN and Alpha.
Section
4 The
Closing
(a) The
consummation of the acquisition of the Acquired Assets and assumption of the
Assumed Liabilities shall be held at the offices of Xxxxxxxxxxx
& Xxxxxxxx Xxxxxxxxx Xxxxxx LLP 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000,
on the
date hereof, or such other date after the date hereof as the Company and the
Owners may mutually agree in writing (the “Closing
Date”).
(b) On
the
Closing Date, the Owners shall deliver (duly and fully executed, acknowledged
and notarized as appropriate) to the Company the following:
(i) a
duly
executed counterpart to the xxxx of sale for all of the Acquired Assets that
constitute tangible personal property in the form attached hereto as
Exhibit
F (the
“Xxxx
of Sale”);
(ii) a
duly
executed counterpart to the assignment of contracts rights in the form attached
hereto as Exhibit
G
(the
“Assignment
of Contract Rights”);
(iii) a
duly
executed counterpart to the assignment of intellectual property in the form
attached hereto as Exhibit
H
(the
“Assignment
of IP”);
and
(iv) such
other bills of sale, assignments, certificates of title, documents and other
instruments of transfer, conveyance and/or assumption as may be reasonably
necessary to transfer to the Company the Owners’ right, title and interest in
and to the Acquired Assets and for the Company to assume the Assumed
Liabilities.
5
(c) On
the
Closing Date, the Company shall deliver (duly and fully executed, acknowledged
and notarized as appropriate) the following:
(i) cash
in
the amount set forth in Section
2
above to
each Owner;
(ii) stock
certificates to each Owner representing the number of shares to be issued to
such Owner pursuant to Section
2
above;
(iii) a
duly
executed counterpart to each of the Assignment of Contract Rights, the Xxxx
of
Sale and the Assignment of IP to each Owner;
(iv) a
duly
executed counterpart to the assumption of liabilities in the form attached
hereto as Exhibit
I
(the
“Assumption
of Liabilities”);
(v) the
Promissory Note to Telecom; and
(vi) such
other bills of sale, assignments, certificates of title, documents and other
instruments of transfer, conveyance and/or assumption as may be reasonably
necessary to transfer to the Company the Owners’ right, title and interest in
and to the Acquired Assets and for the Company to assume the Assumed
Liabilities.
Section
5 Miscellaneous.
(a) Amendments;
No Waivers.
This
Agreement may be amended or modified only by a written instrument executed
by
all parties hereto. No failure or delay by any party in exercising any right,
power or privilege under this Agreement shall operate as a waiver thereof nor
shall any single or partial waiver or exercise thereof preclude the enforcement
of any other right, power or privilege.
(b) Governing
Law.
This
Agreement shall be governed by and construed under the laws of the
State
of New
York without giving
effect
to the choice of law provisions thereof.
(c) Notices.
All
notices required or permitted hereunder shall be in writing and shall be deemed
effectively delivered upon personal delivery to the party to be notified, or
upon the passage of five (5) calendar days after deposit in the United States
mail, by registered or certified mail, postage prepaid, or the passage of two
(2) days if sent by the next day delivery service of a nationally-recognized
reputable courier, each properly addressed to the party to be notified, as
set
forth on the signature page hereto or at such other address as such party may
designate by ten (10) calendar days’ advance written notice to the other parties
hereto, or, if sent by facsimile, upon completion of such facsimile
transmission, as conclusively evidenced by the transmission receipt thereof.
6
(d) Headings.
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.
(e) Counterparts.
This
Agreement may be executed in two or more counterparts and signature pages may
be
delivered by facsimile, each of which shall be deemed an original, but all
of
which together shall constitute one and the same instrument.
(f) Successor
and Assigns.
This
Agreement shall be binding upon, shall inure to the benefit of, and shall be
enforceable by the parties and their respective legal representatives,
successors and permitted assigns.
(g) Further
Assurances.
Each of
the parties hereto does hereby covenant and agree on behalf of itself, its
legal
representatives, successors and permitted assigns, without further
consideration, to prepare, execute, acknowledge, file, record, publish, and
deliver such other instruments, documents and statements, and to take such
other
action as may be required by law or reasonably necessary to carry out the
purposes of this Agreement.
(h) Severability.
In the
event one or more of the provisions of this Agreement should, for any reason,
be
held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provisions of this
Agreement, and this Agreement shall be construed as if such invalid, illegal,
or
unenforceable provision had never been contained herein.
(i) Entire
Agreement.
This
Agreement, together with the exhibits and the other agreements, instruments
and
other documents executed and/or delivered in connection herewith, constitute
the
entire agreement among the parties pertaining to the subject matter hereof,
and
supersede all prior oral and written, and all contemporaneous oral, agreements
and understanding pertaining hereto. There are no agreements, understandings,
restrictions, warranties or representations relating to such subject matter
among the parties hereto other than those set forth herein.
(j) Specific
Performance.
Without
limiting the rights of each party hereto to pursue all other legal and equitable
rights available to such party for any other party’s failure to perform its
obligations under this Agreement, each such party acknowledges and agrees that
the remedy at law for any failure to perform obligations hereunder would be
inadequate and all such parties shall be entitled to specific performance,
injunctive relief, or other equitable remedies in the event of any such failure.
The availability of these remedies shall not prohibit the parties from pursuing
any other remedies for such breach, including the recovery of monetary
damages
(Signature
Page Follows)
7
IN
WITNESS WHEREOF,
the
undersigned have caused this Acquisition Agreement to be executed by their
respective officers or representatives thereunto duly authorized as of the
date
first above written.
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HRDQ
GROUP, INC.
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By:
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/s/
Xxxxx Xxxx
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Name:
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Xxxxx
Xxxx
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Title:
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President
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ADDRESS
FOR NOTICE:
2/F
Huiridianqi Xxxxx Xxxx,
Xxxxx,
Xxxxxxxxx, XX000000 Xxxxx
Attn:
Xxxxx Xxxx
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TELECOM
COMMUNICSTIONS, INC.
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By:
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/s/
Xxx Xxxx
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Name:
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Xxx
Xxxx
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Title:
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Chief
Executive Officer
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ADDRESS
FOR NOTICE:
9/F.,
Beijing Business World
00
Xxxxxxxxxxxx Xxxxxx
XX
Xxxxxxxx, Xxxxxxx, Xxxxx 100062
Attn:
Xxxxxx Xx, General Counsel
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ALPHA
CENTURY HOLDINGS LTD
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By:
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Telecom
Communications, Inc.
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By:
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/s/
Xxx Xxxx
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Name:
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Xxx
Xxxx
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Title:
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Chief
Executive Officer
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ADDRESS
FOR NOTICE:
9/F.,
Beijing Business World
00
Xxxxxxxxxxxx Xxxxxx
XX
Xxxxxxxx, Xxxxxxx, Xxxxx 100062
Attn:
Xxxxxx Xx, General Counsel
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CHINA
DONGGUAN NETWORKS, INC
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By:
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/s/
Xxxxx Xxxx
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Name:
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Xxxxx
Xxxx
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Title:
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President
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ADDRESS
FOR NOTICE:
2/F
Huiridianqi Xxxxx Xxxx,
Xxxxx,
Xxxxxxxxx, XX000000 Xxxxx
Attn:
Xxxxx Xxxx
EXHIBIT
A
FORM
OF PROMISSORY NOTE
EXHIBIT
B
ACQUIRED
ASSETS
A.
Domain Name.
The
“xxx.xxxxxx.xxx” and “xxx0xxxxxx.xxx” Internet domain names, including all
registrations thereof, including, without limitation, the Network Solutions,
Inc., or any other applicable registrars, registrations thereof, and all rights
to listings or keyword associations in any Internet search engines or
directories associated with the domain names (collectively, the “Domain
Names”).
B.
Web Site and Web Site Materials.
The web
pages created or acquired by Telecom or Alpha with respect to the Business
and
principally associated with, or located at or under, the Domain Names
(collectively, the “Web
Site”),
including all Web Site Materials. “Web
Site Materials”
means:
(i) web pages, support files and related information and data principally
associated with the Web Site; (ii) any and all text, graphics, HTML or similar
code, applets, scripts, programs, databases, source code, object code,
templates, forms, image maps, documentation, audio files, video files, log
files
or customer data, in each case principally associated with the Web Site; (iii)
all copyrights, copyright registrations, copyright applications, trade secrets,
moral rights, publicity rights and know-how, in each case principally associated
with the Web Site; (iv) all content that has appeared in any past or present
editions of the Web Site, whether archived on the Web Site or otherwise; and
(v)
the operation, concepts, look and feel of the Web Site and Web Site Materials
listed in clauses (i) through (iv) above (the “Content”).
C.
Trademarks.
All
trademarks, trade names or service marks related to the Domain Names
and “xxxxxx.xxx”
and “xxx0xxxxxx.xxx”, including any registrations or applications for
registration, and all goodwill associated therewith (collectively, the
“Marks”).
All
income, royalties, damages and payments due or payable and causes of action
for
infringement or violation of all rights in and to the Marks after the Closing
Date as they pertain to the rights hereby assigned.
D.
Customer Information.
All
customer lists, databases, and files of the Business and documents relating
to
customers of the Business.
E.
Permits and Licenses.
All
governmental franchises, licenses, approvals, authorizations and permits that
are held or used primarily in connection with the Business (the “Assumed
Permits”).
F.
Tangible Personal Property.
The
tangible personal property listed on Schedule B-1 hereto.
G.
Contracts.
The
contracts listed on Schedule B-2 hereto and any other contract that relates
exclusively to the Business (the “Assumed
Contracts”).
H.
Accounts Receivable. All
accounts receivable of the Business.
EXHIBIT
C
EXCLUDED
ASSETS
A.
All
cash and cash equivalents of either Owner.
B.
All
rights, claims and causes of action of either Owner relating to any Excluded
Asset or any of the Retained Liabilities.
C.
Any
shares of capital stock of (i) Owner or (ii) any affiliate of either Owner.
D.
Any
assets relating to any employee benefit plan in which any employees of either
Owner or any of their respective affiliates participate.
E.
Any
refunds or credits, claims for refunds or credits or rights to receive refunds
or credits from any governmental authority with respect to income taxes paid
or
to be paid by either Owner or any of their respective affiliates relating to
periods or portions thereof ending on or prior to the date of the Agreement.
F.
Any
records (including accounting records) related to any taxes paid or payable
by
either Owner, or any of their respective affiliates, and all financial and
tax
records relating to the Business that form part of either Owner’s, or any of
their respective affiliates, general ledger.
G.
All
rights of either Owner under this Agreement and any other agreements,
certificates and instruments otherwise delivered in connection with this
Agreement.
H.
The
name and xxxx “Telecom”, any other names and marks of either Owner other than
those related to the Business (in each case in any style or design), and any
name or xxxx derived from or including any of the foregoing.
I.
All
corporate-level services of the type currently provided to the Business by
either Owner or their respective affiliates.
EXHIBIT
D
ASSUMED
LIABILITIES
A.
All
obligations, liabilities and commitments of either Owner or its affiliates
under
the Assumed Contracts and/or Assumed Permits;
B.
All
accounts payable, accrued liabilities and other current liabilities of either
Owner or its affiliates arising out of the operation or conduct of the Business
or otherwise in respect of the Business;
C.
All
obligations, liabilities and commitments in respect of any and all products
manufactured or sold and all services provided by the Business at any time,
including obligations, liabilities and commitments for refunds, adjustments,
allowances, repairs, exchanges, returns and warranty, product liability,
merchantability and other claims;
D.
All
obligations, liabilities and commitments in respect of any pending or threatened
proceedings, and claims, whether or not presently asserted, arising out of,
relating to or otherwise in any way in respect of the Business or the operation
or conduct of the Business at any time;
E.
all
liabilities of either Owner or any affiliate of a Owner with respect to
employees of the Business that become employees of the Company, including
without limitation any accrued vacation time and accrued but unpaid wages;
and
F.
All taxes (other than income taxes described in clause (A) of Exhibit F) arising
out of or relating to the operation of the Business for all taxable periods
including, without limitation, any transfer taxes arising out of the
consummation of the transactions contemplated by this Agreement.
EXHIBIT
E
RETAINED
LIABILITIES
A.
All
income taxes (if any) arising out of the operation of the Business imposed
on
any Owner or affiliates of any Owner for any taxable periods ending on or prior
to the date of this Agreement and the portion ending on the date of this
Agreement of any taxable period that includes (but does not end) on the date
of
this Agreement.
EXHIBIT
F
FORM
OF XXXX OF SALE
FOR
AND
IN CONSIDERATION OF the sum required to be paid pursuant to that certain
Acquisition Agreement, dated as of June 16, 2006, by and among HRDQ Group,
Inc.,
a Delaware corporation (the “Company”),
Alpha
Century Holdings, Ltd, a BVI corporation (“Alpha”),
China
Dongguan Networks, Inc, a BVI corporation (“CDN”
and,
together with Alpha, the “Owners”),
and
Telecom Communications, Inc., a Delaware corporation (the “Acquisition
Agreement”),
the
receipt and sufficiency of which are hereby acknowledged, Owners do hereby
sell
and convey to the Company, all of Owners’ right, title and interest in and to
the Acquired Assets (as defined in the Acquisition Agreement) including the
assets described on Schedule
1
attached
hereto and made a part hereof (the “Property”).
This
instrument may be executed in one or more counterparts, each of which shall
be
deemed an original, and all of which, when taken together, shall be deemed
one
instrument, but no counterpart shall be binding unless an identical counterpart
shall have been executed and delivered, including by facsimile by each of the
other parties hereto.
(Signature
Page Follows)
IN
WITNESS WHEREOF, the parties hereto have executed this Xxxx of Sale as of the
16th day of June, 2006.
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OWNERS:
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Alpha
Century Holdings, Ltd
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By:
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Telecom
Communications, Inc.
Managing
Member
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By:
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/s/
Xxx Xxxx
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Name:
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Xxx
Xxxx
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Title:
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Chief
Executive Officer
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China
Dongguan Networks, Inc, a BVI corporation
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By:
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/s/
Xxxxx Xxxx
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Name:
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Xxxxx
Xxxx
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Title:
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President
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ACKNOWLEDGED
AND AGREED:
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THE
COMPANY:
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HRDQ
GROUP, INC., a Delaware
corporation
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By:
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/s/
Xxxxx Xxxx
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Name:
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Xxxxx
Xxxx
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Title:
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President
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EXHIBIT
G
FORM
OF ASSIGNMENT AND ASSUMPTION OF
CERTAIN
CONTRACT RIGHTS
For
good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Telecom Communications, Inc., a Delaware corporation
(“Telecom”),
China
Dongguan Networks, Inc, a BVI corporation (“CDN”),
and
Alpha Century Holdings, Ltd, a BVI corporation (“Alpha”
and,
together with Telecom and CDN, “Assignors”),
do
hereby assign, convey, transfer and deliver to HRDQ Group, Inc., a Delaware
corporation (the “Company”),
subject to and upon the terms and conditions of that certain Acquisition
Agreement, dated as of June 16, 2006, by and among the Company and Assignors
(the “Acquisition
Agreement”),
all
of Assignors’ right, title and interest in and to (if any) the agreements listed
on Schedule A attached hereto and made a part hereof together with all
amendments and clarifications attached thereto (the “Contracts”).
The
Company hereby accepts said assignment and hereby assumes the Contracts subject
to and upon the terms and conditions of each of the Acquisition Agreement and
the Assumption of Liabilities dated as of the date hereof.
(Signature
Page Follows)
IN
WITNESS WHEREOF, Assignor and the Company, intending to be legally bound hereby,
have caused this instrument to be executed and delivered as of this 16th day
of
June, 2006.
|
ASSIGNORS:
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||||
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Telecom
Communications, Inc., a Delaware corporation
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||||
|
By:
|
|
/s/
Xxx Xxxx
|
||
|
Name:
|
|
Xxx
Xxxx
|
||
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Title:
|
|
Chief
Executive Officer
|
||
|
China
Dongguan Networks, Inc, a BVI corporation
|
||||
|
By:
|
|
/s/
Xxxxx Xxxx
|
||
|
Name:
|
|
Xxxxx
Xxxx
|
||
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Title:
|
|
President
|
||
|
Alpha
Century Holdings, Ltd, a BVI corporation
|
||||
|
By:
|
|
Telecom
Communications, Inc.
Managing
Member
|
||
|
|
|
By:
|
|
/s/
Xxx Xxxx
|
|
|
|
Name:
|
|
Xxx
Xxxx
|
|
|
|
Title:
|
|
Chief
Executive Officer
|
|
THE
COMPANY:
|
||||
|
HRDQ
Group, Inc., a Delaware corporation
|
||||
|
By:
|
|
/s/
Xxxxx Xxxx
|
||
|
Name:
|
|
Xxxxx
Xxxx
|
||
|
Title:
|
|
President
|
||
EXHIBIT
H
ASSIGNMENT
OF INTELLECTUAL PROPERTY
This
ASSIGNMENT OF INTELLECTUAL PROPERTY (this “Assignment”),
dated
as of June 16, 2006, is entered into by Alpha Century Holdings, Ltd, a BVI
corporation (“Alpha”),
and
China Dongguan Networks, Inc, a BVI corporation (“CDN,”
and
together with Alpha, the “Assignors”),
as
assignors, in favor of HRDQ Group, Inc., a Delaware corporation (the
“Assignee”),
as
assignee, with reference to the following facts and circumstances:
WHEREAS,
Assignors and Assignee have entered into an Acquisition Agreement, dated as
of
June 16, 2006, by and among Assignors, Assignee and Telecom Communications,
Inc., a Delaware corporation (the “Acquisition
Agreement”),
pursuant to which Assignors have agreed to contribute all of their respective
right, title and interest in and to the Acquired Assets to the Assignee upon
the
terms and conditions set forth therein; and
WHEREAS,
Assignee would not have entered the Acquisition Agreement but for Assignors’
execution of this Assignment.
NOW,
THEREFORE, to all whom it may concern, be it known that for good and valuable
consideration the receipt and adequacy of which is hereby acknowledged, Assignor
agrees:
1.
Definitions.
Except
as specified to the contrary, all capitalized terms in this Assignment shall
have the meanings assigned to them in the Acquisition Agreement, including
the
Exhibits thereto.
2.
Assignment
of Intellectual Property.
Subject
to the terms and conditions of the Acquisition Agreement, effective on the
date
hereof, Assignors hereby assign to Assignee all of their respective right,
title
and interest in and to the Domain Names, Web Site, Web Site Materials and Marks.
Executed
at Guangzhou, China of this 16th day of June, 2006.
|
|
||||
|
Alpha
Century Holdings Ltd., a BVI corporation
|
||||
|
By:
|
|
Telecom
Communications, Inc.
Managing
Member
|
||
|
|
|
By:
|
|
/s/
Xxx Xxxx
|
|
|
|
Name:
|
|
Xxx
Xxxx
|
|
|
|
Title:
|
|
Chief
Executive Officer
|
|
China
Dongguan Networks, Inc, a BVI corporation
|
||||
|
|
|
By:
|
|
/s/
Xxxxx Xxxx
|
|
|
|
Name:
|
|
Xxxxx
Xxxx
|
|
|
|
Title:
|
|
President
|
EXHIBIT
I
ASSUMPTION
OF LIABILITIES
Pursuant
to that certain Acquisition Agreement, dated as of June 16, 2006, by and among
HRDQ Group, Inc., a Delaware corporation (the “Company”),
Telecom Communications, Inc., a Delaware corporation, Alpha Century Holdings,
Ltd, a BVI corporation, (“Alpha”)
and
China Dongguan Networks, Inc, a BVI corporation (the “Acquisition
Agreement”),
for
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Company does hereby absolutely and unconditionally assume
the
Assumed Liabilities as such term is defined in the Acquisition Agreement subject
to the terms and conditions of the Acquisition Agreement.
Executed
at Guangzhou, China of this 16th day of June, 2006.
|
HRDQ
GROUP, INC., a Delaware corporation
|
||
|
By:
|
|
/s/
Xxxxx Xxxx
|
|
Name:
|
|
Xxxxx
Xxxx
|
|
Title:
|
|
President
|
