ASSET PURCHASE AGREEMENT
EXHIBIT
10.1 ASSET PURCHASE AGREEMENT
This
Asset Purchase Agreement (the "Agreement") dated
this, 13th.
Day of March 2007, between Hotel Movie Network, Inc., a Nevada corporation,
a
wholly-owned subsidiary of B2 Digital ("Buyer"); and Creative Domain Investments
Ltd, a Canadian Company, ("Seller"); hereinafter referred to, collectively,
as
the “Parties.”
RECITALS
Buyer
is owned by a fully SEC reporting publicly company “B2 Digital”, trading under
the symbol “BTOD.OB” organized in Delaware engaged in the business of
videoconferencing, developing and providing video on demand systems and
otherwise exploiting the internet and communication based data systems.
Seller
is a privately held Ltd under the laws of the Province of Xxxxxx, Canada,
and is
in the business of providing design technology with intellectual property
rights
for the Pay per View, Wireless Internet and Voice over IP services (“Services”)
to the hospitality industry and other applications.
WITNESSETH:
WHEREAS,
Buyer desires to purchase from Seller and Seller desires to sell to Buyer,
on
the terms and subject to the conditions of this Agreement, the design
technology, intellectual properties to include all software and source codes
involved for all applications other than ad insertion.
THEREFORE,
in consideration of the mutual covenants, agreements, representations and
warranties contained in this Agreement, the parties agree as follows:
ARTICLE
1. TRANSFER
OF ASSETS
Subject
to the terms and conditions set forth in this Agreement, Seller agrees to
sell,
convey, transfer, assign and deliver to Buyer, and Buyer agrees to purchase
from
Seller at the Closing described in Article 3 hereof, all of the assets and
technology of Seller relating to, the design technology, intellectual properties
to include all software and source codes involved in all applications other
than
ad insertion, including the character and description, whether tangible,
intangible, real, personal or mixed, and wherever located and on an ‘as is’
basis but excluding any assets specifically excluded in the following Sections
of this Article 1), all of which are sometimes collectively referred to in
this
Agreement as the "Assets," including, but without limitation to, the following:
| 1.1 |
Intellectual
Properties. All
of the design files, schematics, mechanical drawings, with pcb layout
files, all related software with source codes, that are related to
this
agreement as listed in SCHEDULE 1.1 attached hereto (hereinafter
referred
to as the "Intellectual Properties").
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| 1.2 |
Books
and records.
All papers and records in Seller's care, custody or control relating
to
any or all of the above-described Assets and the operation thereof,
including, but not limited to, all blueprints and specifications,
control
records, financial records, maintenance and production records; only
in
regards to the Intellectual Properties involved in this
Agreement.
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ARTICLE
2. PURCHASE
PRICE
| 2.1 |
Payment
of Purchase Price.
In consideration for the transfer and assignment by Seller of the
whole
assets, and in consideration of the representations, warranties and
covenants of the Seller set forth herein, Buyer on the conditions
set
forth herein and subject to the provisions in Article 9 state
that:
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(a)
The Buyer shall pay to the Seller, on the closing date, the amount of US$200,000
(two hundred thousand United States dollars) (the “Purchase Price”) by issuing
an equivalent amount of shares of Buyer’s restricted common stock (hereafter
referred to as the “Shares”) to the owner of Creative Domain Investments Ltd, in
exchange for his ownership of property as listed in this agreement as of
the
date of this agreement.
(b)
Buyer shall issue a number of shares of restricted common stock (hereinafter
referred to as the “Shares”) to be calculated in the following manner; 400,000
(Four hundred thousand) shares restricted at a value of $.50 (Sixty cents),
to
be held subject to Rule 144 restrictions and the Investment Representation
Letter and Lock -Up Agreement attached hereto as Exhibit “B”. Issue of said
shares to take place within 30 days of the signing of said date. Seller will
agree to inform the shareholders of restrictions and they are not to sell
any
such shares until the one-year holding period has expired. Seller agrees
to
provide a start and end date for the holding period on the closing date.
(c)
If, for any reason, the closing date is extended and the share price declines
in
this time, there will be no penalty assessed. In the case of an increase
of the
price in this time, no action will be taken.
(d)
If, for any reason, the Buyer has not issued the shares within 90 days of
the
closing date, or offered any other compensation, then this agreement will
be
voided.
| 2.2 |
Payment
in Immediately Available Funds.
Buyer may, at his option, present a cashier’s check in lieu of restricted
common shares if Funds are available at the time of
closing.
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| 2.3 |
Sales
and Transfer Taxes.
Seller shall be responsible for the payment of any sales or transfer
taxes
associated with the transfer of the Acquired Assets to
Buyer.
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| 2.4 |
Buyer
shall assume and discharge, and shall indemnify Seller against,
liabilities and obligations of the Seller under the Intellectual
Properties or other agreements, if any as specified on SCHEDULE
1.1, but
only to the extent that such liabilities or obligations accrue
on or after
the Closing Date.
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Buyer
grants to Seller, to secure payment and performance of the obligations
of Seller
under this Agreement, a security interest in the Intellectual Properties,
equipment and inventory that is listed in SCHEDULES 1.1 and SCHEDULES
1.2
| 2.5 |
Piggy-Back
Registration Subject
to the provisions of the Agreement, if the Company proposes to file
a
registration statement under the Securities Act, with respect to
an
offering of any equity securities by the Company for its own account
or
for the account of any of its equity holders (other than a registration
statement on Form S-4 or S-8 or any substitute form that may be adopted
by
the SEC or any registration statement filed in connection with an
exchange
offer or offering of securities solely to the Company’s existing security
holders), then the Company shall give written notice of such proposed
filing to the holder of the Shares as soon as practicable (but in
no event
less than 10 days before the anticipated initial filing date of such
registration statement), and such notice shall offer such holder
of the
Shares the opportunity to registration such number of the Shares
as the
holder of the Shares may request (a “Piggyback Registration”). The Company
shall include in each such Piggyback Registration all Shares requested
to
be included in the registration for such offering; provided, however,
that
the Company may at any time withdraw or cease proceeding with such
registration. The holder of the Shares shall be permitted to withdraw
all
or part of its Shares from a Piggyback Registration at any time prior
to
the effective date thereof.
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ARTICLE
3. THE
CLOSING
The
closing of the purchase and sale of the assets by Seller to Buyer (the
"Closing") shall
take place at the offices of B-2 Corporate office, which are located at 1030
S.
Mesa Drive, Mesa, Arizona, on or before 10:00 AM local time, on March 30,
2007,
or at such other place and/or time as the parties may agree in writing (the
"Closing Date"). In the event that the conditions specified in this Agreement
have not been fulfilled by such date, Buyer may extend the Closing Date for
a
period or periods not exceeding an aggregate of 30 days by giving written
notice
to the Seller.
Buyer
shall perform its due diligence inspection of Sellers; equipment, properties,
Intellectual Properties and all other items reasonably necessary to complete
the
inspection on or before the Closing Date of closing set forth above.
| 3.1 |
Sellers
Obligations at the Closing.
At the Closing, Seller shall deliver or cause to be delivered to
Buyer:
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| (a) |
The
certificate of the President or Secretary of the Seller confirming
that
proper minutes and resolutions of the Seller's Board of Directors
and
Shareholders have been secured prior to the Closing whereby the
sale of
the assets has been approved.
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| (b) |
And,
at time of fulfillment of the purchase price and its applicable
terms and
conditions;
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| 1. |
A
Xxxx Of Sale certificate equal to all of the assets involved
in this
agreement;
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Simultaneously
with the consummation of the purchase, Seller, through its officers, agents,
and
employees, shall put Buyer into full possession and enjoyment of all the
Assets
involved in this agreement.
Seller,
at any time before or after the closing Date, shall execute, acknowledge,
and
deliver any further assignments, conveyances and other assurances, documents
and
instruments of transfer, reasonably requested by Buyer and shall take any
other
action consistent with the terms of this Agreement that may reasonably be
requested by Buyer for the purpose of assigning, transferring, granting,
conveying and confirming to Buyer, or reducing to possession, any or all
Intellectual Properties and assets to be conveyed and transferred by this
Agreement. If requested by Buyer, Seller further agree to prosecute or otherwise
enforce in their own names for the benefit of Buyer any claims, rights, or
benefits that are transferred to Buyer by this Agreement and that require
prosecution or enforcement in either of the Sellers name. Any prosecution
or
enforcement of claims, rights, or benefits under this Section shall be solely
at
Buyer's expense; unless Seller makes the prosecution or enforcement necessary
by
breach of this Agreement.
| 3.2 |
Buyer’s
Obligations at Closing.
Subject to the provision of Article 9, at the Closing, Buyer shall
deliver
to Seller the following instruments and documents against delivery
of the
items specified in Section 3.1:
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| a) |
Buyer
Stock Certificates issued in the names of the shareholders of Creative
Domain Investments Ltd, as defined in
2.1(b);
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| b) |
The
certificate of the President or Secretary of the Buyer confirming
that
proper minutes and resolutions of the Buyer's Board of Directors
have been
secured prior to the Closing whereby the purchase of the assets has
been
approved.
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ARTICLE
4. ASSUPTION
OF LIABILITIES
Buyer
is not assuming any debt, liability or obligation of Seller, at the closing
date, whether known or unknown, fixed or contingent excepts as herein
specifically otherwise provided. Seller agree to indemnify and hold Buyer
harmless against all debts, claims, liabilities and obligations of Seller
not
expressly assumed by Buyer hereunder, and to pay any and all attorneys fees
and
legal costs incurred by Buyer, its successors and assigns in connection
therewith. Buyer shall have the benefit of and shall perform all Intellectual
Properties and commitments if any specifically disclosed in SCHEDULE 1.1,
in
accordance with the terms and conditions thereof, except to the extent
modifications are specifically disclosed on such SCHEDULE 1.1.
ARTICLE
5. EXCISE
AND PROPERTY TAXES
Seller
shall pay all sales, use and transfer taxes arising out of the transfer of
the
assets and shall pay its portion, prorated as of the Closing Date, of property
taxes of the business. Buyer shall not be responsible for any business,
occupation, withholding or similar tax, or for any taxes of any kind related
to
any period before the Closing Date.
ARTICLE
6. REPRESENTATIONS
AND WARRANTIES OF SELLER
Seller
hereby represents and warrants to Buyer that the following facts and
circumstances are, and except as contemplated hereby, at all times up to
the
Closing Date will be true and correct, and hereby acknowledge that such facts
and circumstances constitute the basis upon which Buyer is induced to enter
into
and perform this Agreement. Each warranty set forth in this Article 6 shall
survive the Closing and any investigation made by or on behalf of
Buyer.
| 6.1 |
Organization.
Good Standing and Qualification. Seller
is a corporation duly organized, validly existing, and in good standing
under the laws of the Province of Alberta, AB, has all necessary
ownership
powers to carry on its business as now owned and operated by it,
and is
duly qualified to transact business across Canada and is in good
standing
in all jurisdictions in which the nature of its business or of its
properties makes such qualification
necessary.
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| 6.2 |
Absence
of
Specified Changes,
there has not been any:
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| (a) |
transaction
by Seller except in the ordinary course of business as conducted
on that
date;
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| (b) |
destruction,
damage to, or loss of any assets of Seller (whether or not covered
by
insurance) that materially and adversely affects the financial condition,
business or prospects of Seller;
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| (c) |
revaluation
by Seller of any of its assets;
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| (d) |
sale
or transfer of any asset of Seller, except in the ordinary course
of
business;
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| (e) |
execution,
creation, amendment or termination of any contract, agreement or
license
to which Seller is a party;
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| (f) |
mortgage,
pledge or other encumbrance of any asset of
Seller;
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| (g) |
agreement
by Seller to do any of the things described in the preceding clauses
(a)
through (f) with regards to any asset as listed in Schedule 1.1 of
Seller.
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| 6.3 |
Inventories.
No
items included in the Seller's inventories have been pledged as collateral
or are held by the Seller on consignment from
others.
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| 6.4 |
Other
Tangible Personal Property. The
Equipment described in Section 1.2 and SCHEDULE 1.2 of this Agreement
constitutes all the items of tangible personal property owned by,
in the
possession of, or used by Seller in connection with the business
sold
pursuant to this Agreement. The Equipment listed in SCHEDULE 1.2
constitutes all tangible personal property necessary for the conduct
by
Seller of the business as now conducted.
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No
Equipment used by Seller in connection with its business to be sold pursuant
to
this agreement is held under any lease, security agreement, conditional sales
contract, or other title retention or security arrangement.
| 6.5 |
Trade
Names Trademarks and Copyrights.
Except as set forth in SCHEDULE 6.8, Seller does not use any trademark,
service xxxx, trade name or copyright in its business to be sold
pursuant
to this Agreement, or own any trademarks, trademark registrations
or
applications, trade names, service marks, copyrights, or copyright
registrations or applications. No person (other than Seller) owns
any
trademark, trademark registration or application, service xxxx, trade
name, copyright, or copyright registration or application, the use
of
which is necessary or contemplated in connection with the performance
of
any of the Intellectual Properties.
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| 6.6 |
Title
to Assets.
Seller has good and marketable title to all of the Assets and interests
in
Assets, whether personal, tangible, and intangible, which constitute
all
the Assets and interests in assets that are used in the business
of Seller
to be sold pursuant to this Agreement. All the Assets are free and
clear
of mortgages, liens, pledges, charges, encumbrances, equities, claims,
easements, rights of way, covenants, conditions, or restrictions,
(i) the
lien of current taxes not yet due and payable; and (ii) possible
minor
matters that, in the aggregate, are not substantial in amount and
do not
materially detract from or interfere with the present or intended
use of
any of the Assets, nor materially impair business operations. All
tangible
personal property of Seller is in good operating condition and repair,
ordinary wear and tear accepted. Except
as set forth on the appropriate SCHEDULE listing such Assets, neither
any
officer, nor any director or employee of Seller, nor any spouse,
child or
other relative of any of these persons, owns, or has any interest,
directly or indirectly, in any of the personal property owned by
or leased
to Seller or any copyrights, patents, trademarks, trade
names or trade secrets licensed by Seller for use in the business
to be
sold pursuant to this Agreement. Seller does not occupy any real
property
in violation of any law, regulation or
decree.
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| 6.7 |
Customers
and Sales.
SCHEDULE 1.1 to this Agreement is a correct and current list of
all
customers of Seller for the business to be sold pursuant to this
Agreement.
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Seller
has no information and is not aware of any facts indicating that
any of
these customers intend to cease doing business with Seller or materially
alter the amount of the business that they are presently doing
with
Seller.
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| 6.7 |
Insurance
Policies.
SCHEDULE 6.11 to this Agreement is a description of all insurance
policies
held by Seller concerning the Assets. All these policies are in
the
respective principal amounts set forth in SCHEDULE 6.11, Seller
has
maintained and now maintains (i) insurance on all the Assets of
a type
customarily insured, covering property damage and loss of income
by fire
or other casualty, and (ii) adequate insurance protection against
all
liabilities, claims, and risks against which it is customary to
insure.
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| 6.8 |
Other
Intellectual Properties.
Except as set forth in SCHEDULE 1.2, the Assets are not bound by
any
distributor's or manufacturer's representative or agency agreement,
any
agreement not entered into in the ordinary course of business,
any
indenture, mortgage, deed of trust, lease or any agreement that
is unusual
in nature, duration or amount. The performance by Buyer of any
of the
agreements described on SCHEDULE 1.1 will not result in Buyer becoming
bound or liable under any distributor or manufacturer's representative
or
agency agreement. All Intellectual Properties, which will be assigned
to
or assumed by Buyer under this Agreement, are valid and binding
upon the
parties thereto. There is no default or event that with notice
or lapse of
time, or both, would constitute default by any party to any of
the
agreements listed in SCHEDULE 1.1. Seller has not received notice
that any
party to any of the agreements listed in SCHEDULE 1.1 intends to
cancel or
terminate any of these agreements or to exercise or not exercise
any
options under any of these agreements. Seller is not a party to,
nor is
Seller or the Assets bound by, any agreement that is materially
adverse to
the business, property, or financial condition of
Seller.
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| 6.9 |
Compliance
with Laws.
Seller has complied with, and is not in violation of, applicable
federal, state or local statutes, laws and regulations (including,
without
limitation, any applicable environmental, health, building, zoning
or
other law, ordinance or regulation) affecting the Assets or the
operation
of its business to be sold pursuant to this
Agreement.
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| 6.10 |
Compliance
with Laws.
Seller has complied with, and is not in violation of, applicable
federal, state or local statutes, laws and regulations (including,
without
limitation, any applicable environmental, health, building, zoning
or
other law, ordinance or regulation) affecting the Assets or the
operation
of its business to be sold pursuant to this
Agreement.
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| 6.11 |
Litigation. Except
as set forth in SCHEDULE 6.14, there is no suit, action, arbitration
or
legal, administrative or other proceeding, or governmental investigation
pending, or to the best knowledge of Seller, threatened, against
or
affecting Seller, or any of its business, assets or financial
condition.
Seller is not in default with respect to any order, writ, injunction
or
decree of any federal, state, local or foreign court, department,
agency
or instrumentality. Except as set forth in Schedule 6.12, Seller
is not
presently engaged in any legal action to recover moneys due to
it or
damages sustained by it.
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| 6.12 |
Assets
Sufficient for Conduct of Business.
The Assets constitute all of the assets required for Buyer
to conduct the
business of Seller as it is presently conducted.
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| 6.13 |
Agreement
will Not Cause Breach or Violation.
Neither the entry into this Agreement nor the consummation
of the
transactions contemplated hereby will result in or constitute
any of the
following: (i) a breach of any term or provision of this Agreement;
(ii) a
default or an event that, with notice or lapse of time, or
both, would be
a default, breach or violation of the Articles of Incorporation
or Bylaws
of Seller or any lease, license, promissory note, conditional
sales
contract, commitment, indenture, mortgage, deed of trust or
other
agreement, instrument or arrangement to which Seller is a party
or by
which Seller or the Assets are bound; (iii) an event that would
permit any
party to terminate any agreement or to accelerate the maturity
of any
indebtedness or other obligation of Seller; (iv) the creation
or
imposition of any lien, charge or encumbrance on any of the
Assets; or (v)
the violation of any law, regulation, ordinance, judgment,
order or decree
applicable to or affecting Seller or the Assets.
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| 6.14 |
Authority
and Consents.
Seller has the right, power, legal capacity and authority to
enter into,
and perform its obligations under this Agreement, and no approvals
or
consents of any persons or entity other than Seller are necessary
in
connection with it. The execution and delivery of this Agreement
by Seller
have been duly authorized by all necessary corporate action
of Seller
(including any necessary action by Seller's security holders),
and this
Agreement constitutes a legal, valid and binding obligation
of Seller
enforceable in accordance with its terms.
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| 6.15 |
Interest
in Customers. Suppliers and Competitors.
Neither the Seller, nor any officer, director or employee of
any of the
Seller, nor any spouse or child of any of them has any direct
or indirect
interest in any competitor, supplier or customer of Seller
or in any
person with whom Seller is doing business in the pay-per-view
and cable
services to hotel/lodging rooms business to be sold pursuant
to this
Agreement.
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| 6.16 |
Documents
Delivered.
Each copy or original of any agreement, contract or other instrument
which
is identified in any exhibit delivered by Seller or their counsel
to Buyer
(or its counsel or representatives), whether before or after
the execution
hereof, is in fact what it is purported to be by the Seller
and has not
been amended, canceled or otherwise modified.
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| 6.17 |
Full
Disclosure.
None of the representations and warranties made by Seller or
made in any
letter, certificate or memorandum furnished or to be furnished
by Seller,
or on their behalf, contains or will contain any untrue statement
of a
material fact, or omits any material fact the omission of which
would make
the statements made misleading. There is no fact known to Seller,
which
materially adversely affects, or in the future may (so far as
Seller can
now reasonably foresee) materially adversely affect the condition,
Assets,
liabilities, business operations or prospects of Seller that
has not been
set forth herein or heretofore communicated to Buyer in writing
pursuant
hereto.
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ARTICLE
7. REPRESENTATIONS
AND WARRANTIES OF PARENT AND BUYER.
Buyer,
represent and warrant to the Seller and the Shareholders as
follows:
| 7.1 |
Organizations
and Qualification.
Buyer is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware. All subsidiaries
of
Buyer are legal entities that are duly organized, validly existing
and in
good standing under the laws of their respective jurisdictions of
incorporation. Buyer has all requisite power and authority to own
or
operate its properties and conduct its business as it is now being
conducted. Buyer is duly qualified and in good standing as a foreign
corporation or entity authorized to do business in each of the
jurisdictions in which the character of the properties owned or held
under
lease by it or the nature of the business transacted by it makes
such
qualification necessary.
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| 7.2 |
Capitalization;
Subsidiaries. The
authorized capital stock of Buyer consists of 1,000,000,000 shares
of
Buyer's Common Stock. and 2,000,000 shares of preferred stock in
classes
to be designated by B2 Digital. As of the Closing Date, no other
shares of
preferred stock shall be issued by B2 Digital or shall be outstanding
other than those 2,000,000 shares of Series A Preferred Stock currently
issued and the shares to be issued contemplated by this Agreement.
All
issued and outstanding shares of capital stock of Buyer are validly
issued, fully paid, non-assessable and free of preemptive
rights.
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| 7.3 |
Authority
Relative to this Agreement.
Buyer has all requisite corporate power and authority to execute
and
deliver this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby have been duly and validly
authorized by the Board of Directors of Buyer, and no other corporate
proceedings on the part of Buyer are necessary to authorize this
Agreement
or to consummate the transactions so contemplated. This Agreement
has been
duly and validly executed and delivered by Buyer and, assuming this
Agreement constitutes a valid and binding obligation of the Seller,
this
Agreement constitutes a valid and binding agreement of Buyer, enforceable
against Buyer in accordance with its
terms.
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| 7.4 |
SEC
Reports.
Since September 1, 2002 to the best of its knowledge Buyer has filed
all
required forms, reports and documents ("Buyer SEC Reports") with
the
Securities and Exchange Commission (the "SEC") required to be filed
by it
pursuant to the federal securities laws and the SEC rules and regulations
thereunder, all of which have complied in all material respects with
all
applicable requirements of the Securities Act of 1933 (the "Securities
Act") and the Securities Exchange Act of 1934 (the "Exchange Act"),
and
the rules and interpretive releases promulgated thereunder. None
of such Buyer SEC Reports, including without limitation any financial
statements, notes, or schedules included therein, at the time filed,
contained any untrue statement of a material fact, or omitted to
state a
material fact required to be stated therein or necessary in order
to make
the statements therein, in light of the circumstances under which
they
were made, not misleading.
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Each
of the consolidated balance sheets in or incorporated by reference into the
Buyer SEC Reports fairly presents or will fairly present the financial position
of the entity or entities to which it relates as of its date, and each of
the
related consolidated statements of operations and retained earnings and cash
flows or equivalent statements in the Buyer SEC Reports (including any related
notes and schedules) fairly presents or will fairly present the results of
operations, retained earnings and cash flows, as the case may be, of the
entity
or entities to which it relates for the period set forth therein (subject
in the
case of unaudited interim statements, to normal yearend audit adjustments)
in
each case in accordance with generally-accepted accounting principles applicable
to the particular entity consistently applied throughout the periods involved,
except as may be noted therein; and independent certified public accountants
for
Buyer have rendered or will render an unqualified opinion with respect to
each
audited financial statement included in the Buyer SEC Reports. The consolidated
financial statements included in the Buyer SEC Reports are hereinafter sometimes
collectively referred to as the "Buyer Financial Statements."
| 7.5 |
Consents
and Approvals: No Violation.
Neither the execution and delivery of this Agreement by Buyer nor
the
consummation of the transactions contemplated hereby nor
compliance by Buyer with any of the provisions hereof will conflict
with
or result in any breach of any provision of the Articles of Incorporation
or by-laws of Buyer or any Subsidiary, require any consent, approval,
authorization or permit of, or filing with or notification to, any
Governmental Authority, except pursuant to the Securities Act and
the
Exchange Act, such filings and approvals as may be required under
the
"blue sky", takeover or securities laws of various states, or result
in a
default (with or without due notice or lapse of time or both) (or
give
rise to any right of termination, cancellation or acceleration) under
any
of the terms, conditions or provisions of any note, bond, mortgage,
indenture, contract, license, agreement or other instrument or obligation
to which Buyer is a party or by which Buyer, any of its Subsidiaries
or
any of their respective assets may be bound, result in the creation
or
imposition of any lien, charge or other encumbrance on the assets
of Buyer
or violate any order, writ, injunction, decree, statute, rule or
regulation applicable to Buyer or any of its respective
assets.
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| 7.6 |
Litigation.
Etc.
Except as disclosed in the Buyer SEC Reports, there is no action,
claim,
or proceeding pending or, to the knowledge of Buyer, threatened,
to which
Buyer is or would be a party before any court or Governmental Authority
acting in an adjudicative capacity or any arbitrator or arbitration
tribunal with respect to which there is a reasonable likelihood of
a
determination having, or which, insofar as reasonably can be foreseen
in
the future would have, a material adverse effect on Buyer and since
December 31, 1997, there have been no claims made or actions or
proceedings brought against any officer or director of Buyer arising
out
of or pertaining to any action or omission within the scope of his
employment or position with Buyer, which claim, action or proceeding
would
involve a material adverse effect on Buyer taken as a whole. All
material
litigation and other material administrative, judicial or quasi-judicial
proceedings to which Buyer is a party or to which it has been threatened
to be made a party, are described in the Buyer SEC Reports.
|
|
|
|
|
| 7.7 |
Compliance
with Law and Permits. Buyer
has owned and operated its properties and assets in substantial
compliance
with the provisions and requirements of all laws, orders, regulations,
rules and ordinances issued or promulgated by all Governmental
Authorities
having jurisdiction with respect thereto. All necessary governmental
certificates, consents, permits, licenses or other authorizations
with
regard to the ownership or operation by Buyer of their respective
properties and assets have been obtained and no violation exists
in
respect of such licenses, permits or authorizations.None of the
documents
and materials filed with or furnished to any Governmental Authority
with
respect to the properties, assets or businesses of Buyer contains
any
untrue statement of a material fact or fails to state a material
fact
necessary to make the
statements therein not misleading.
|
|
|
| 7.8 |
Buyer
Common Stock.
The shares to be issued by Buyer pursuant to this Agreement have
been duly
authorized and, when issued in accordance with the terms of this
Agreement, will be validly authorized and issued and fully paid and
nonassessable, and no shareholder of Buyer will have any preemptive
rights
or dissenter's right with respect
thereto.
|
ARTICLE
8. SELLERS
OBLIGATIONS BEFORE CLOSING.
Seller
covenants that, except as otherwise agreed in writing by Buyer, from the
date of
this Agreement until the Closing:
| 8.1 |
Existing
Agreements.
Seller shall not modify, amend, cancel or terminate any of its
existing
Intellectual Properties or agreements, or agree to do any of
those
acts.
|
| 8.2 |
Consent
of Others.
As soon as reasonably practical after the execution and delivery
of this
Agreement, and in any event on or before the Closing Date, Seller
shall
obtain the written consent of the persons described in SCHEDULE 8.8
to
this Agreement and will furnish to Buyer executed copies of these
consents
to the assignment of the Intellectual Properties. Further, Seller
agrees
to use its best efforts to obtain new Intellectual Properties between
the
Buyer and the customers described in SCHEDULE 1.1 to this
Agreement.
|
| 8.3 |
Representations
and Warranties True at Closing.
Seller shall use their best efforts to assure that all representations
and
warranties of Seller set forth in this Agreement and in any written
statements delivered to Buyer by Seller under this Agreement will
also be
true and correct as of the Closing Date as if made on that date and
that
all conditions precedent to Closing shall have been
met.
|
| 8.4 |
Sales
and Use Tax on Prior Sales. Seller
agrees to furnish to Buyer a clearance certificate from the appropriate
agencies and any related certificates that Buyer may reasonably request
as
evidence that all sales and use and other tax liabilities of Seller
(other
than income tax liabilities) accruing before the Closing Date have
been
fully satisfied or provided for.
|
| 8.5 |
Statutory
Fillings.
Seller shall cooperate fully with Buyer in preparing and filing all
information and documents deemed necessary or desirable by Buyer
under any
statutes or governmental rules or regulations pertaining to the
transactions contemplated by this
Agreement.
|
ARTICLE
9. CONDITIONS
PRECEDENT TO BUYER'S PERFORMANCE
The
obligations of Buyer to purchase the Assets under this Agreement are subject
to
the satisfaction, at or before the Closing, of all the conditions set out
below
in this Article 9. Buyer may waive any or all of these conditions in accordance
with Section 14.2 hereof, provided however, that no such waiver of a condition
shall constitute a waiver by Buyer of any of its other rights or remedies,
at
law or in equity, if Seller shall be in default of any of its representations,
warranties or covenants under this Agreement.
| 9.1 |
Accuracy
of Sellers Representations and Warranties.
All representations and warranties by Seller in this Agreement or
in any
written statement that shall be delivered to Buyer by Seller under
this
Agreement shall be true on and as of the Closing Date as though made
at
that time.
|
| 9.2 |
Seller
Performance.
Seller shall have performed, satisfied, and complied with all covenants,
agreements, and conditions required by this Agreement to be performed
or
complied with by Seller on or before the Closing
Date.
|
| 9.3 |
Certification
by Seller.
Buyer shall have received a certificate, dated the Closing Date,
signed
and verified by Seller's president or vice president and its treasurer
or
assistant treasurer, certifying, in such detail as Buyer and its
counsel
may reasonably request, that the conditions specified in Sections
9.1 and
9.3 have been fulfilled.
|
| 9.4 |
Absence
of Litigation.
No action, suit or proceeding before any court or any governmental
body or
authority, pertaining to the transaction contemplated by this Agreement
or
to its consummation, shall have been instituted or threatened on
or before
the Closing Date.
|
| 9.5 |
Corporate
Approval.
The execution and delivery of this Agreement by Seller, and the
performance of its covenants and obligations under it, shall have
been
duly authorized by all necessary corporate action, and Buyer shall
have
received copies of all resolutions pertaining to that authorization,
certified by the secretary of Seller.
|
| 9.6 |
Consents.
All
necessary agreements and consents of any parties to the consummation
of
the transaction contemplated by this Agreement, or otherwise pertaining
to
the matters covered by it, shall have been obtained by Seller and
delivered to Buyer.
|
| 9.7 |
Approval
of Documentation.
The form and substance of all certificates, instruments and other
documents delivered to Buyer under this Agreement shall be satisfactory
in
all reasonable respects to Buyer and its
counsel.
|
| 9.8 |
Condition
of Assets.
The Assets shall not have been materially or adversely affected in
any way
as a result of any fire, accident, storm, or other casualty or labor
or
civil disturbance or act of God or the public
enemy.
|
| 9.9 |
Resale
Certificate. Buyer
shall have received from Seller a sales tax resale certificate or
other
comparable document, as appropriate, reasonably satisfactory to Buyer,
with respect to the Assets being purchased by Seller for
resale.
|
| 9.10 |
Valuation
of Assets.
Buyer shall have accepted the valuation of the Assets, as set forth
on the
schedules attached hereto (as adjusted as of the Closing Date) at
the
buyer’s option buyer may have an independently certified inventory and
valuation at the buyers cost.
|
| 9.11 |
Completion
of Due Diligence.
All due diligence reasonably required by the Buyer has been completed,
and
the results of such due diligence are satisfactory to the Buyer in
its
sole discretion and judgement with regard to all aspects of the
transaction, including by not limited to matters relating to the
Assets,
or the intellectual property or financial prospects of the business
to be
sold pursuant to this Agreement.
|
| 9.12 |
Compliance
with Bulk Sales Laws. The
parties have complied with all applicable Bulk Sales Laws or similar
provisions.
|
ARTICLE
10. CONDITIONS
PRECEDENT TO SELLER'S PERFORMANCE
The
obligations of Seller to sell and transfer the Assets under this Agreement
are
subject to the satisfaction, at or before the Closing, of all the following
conditions:
| 10.1 |
Accuracy
of Buyer's Representations and Warranties.
All representations and warranties by Buyer contained in this Agreement
or
in any written statement delivered by Buyer under this Agreement
shall be
true on and as of the Closing as though such representations and
warranties were made on and as of that
date.
|
| 10.2 |
Buyer’s
Performance.
Buyer shall have performed and complied with all covenants and agreements,
and satisfied all conditions that it is required by this Agreement
to
perform, comply with, or satisfy, before or at the
Closing.
|
| 10.3 |
Buyer’s
Corporate Approval.
Buyer shall have received corporate authorization and approval for
the
execution and delivery of this Agreement and all corporate action
necessary or proper to fulfill the obligations of Buyer to be performed
under this Agreement on or before the Closing
Date.
|
ARTICLE.
11 SELLERS
OBLIGATIONS AFTER THE CLOSING
| 11.1 |
Preservation
of Goodwill.
Following the Closing, Seller will restrict their activities so that
Buyer's reasonable expectations with respect to the goodwill, business
reputation, employee relations and prospects connected with the Assets
will not be materially impaired. In furtherance, but not in limitation
of,
this
general obligation, Seller agree that, for a period of the longer
of (a)
three (3) years following the Closing Date; (b) as long as any of
the
Warrants referred to in paragraph 2.1 are outstanding; or (c) as
long as
Buyer or its heirs, assigns or successors in interest carry on a
like
business in the countries or areas
specified:
|
| (a) |
Seller
will not compete with the Buyer or engage in any activity which is
substantially the same as, or represents an outgrowth of, any business
or
activity presently conducted by Seller, in the field of "pay per
view" and
"free to viewer” in room hotel services, if such business or activity
extends to any Province of Territory of Canada in which Seller has
heretofore engaged in business or otherwise established its goodwill,
business reputation, or any customer relations. For the purposes
of this
Agreement, the term “compete”
shall
mean (i) calling on, soliciting or taking away, as a client or customer,
or attempting to call on, solicit or take away as a client or customer
any
individual, partnership, corporation or association that was a client
or
customer of the Seller pay-per-view and cable services to hotel/lodging
rooms; or (ii) entering into or attempting to enter into any business
or
substantially similar business to or competing in any way with the
business of the Buyer in the pay-per-view and cable services to
hotel/lodging rooms, either alone or with any individual, partnership,
corporation or association; or (iii) acting as an agent, representative,
consultant, officer, director, independent contractor, or employee
of an
entity or enterprise which is competing with the business of the
Buyer; or
(iv) participating in any such competing entity or enterprise as
an owner,
partner, limited partner, joint venture, creditor or
stockholder.
|
|
The
parties intend that the covenant contained in the preceding portion
of
this Section shall be construed as a series of separate covenants,
one for
each state county. Each separate covenant shall be deemed identical
in
terms to the covenant contained in this Section. If, in any judicial
proceeding, a court shall refuse to enforce any of the separate covenants
deemed included in this Section, then such unenforceable covenant
shall be
deemed eliminated from these provisions for the purpose of those
proceedings to the extent necessary to permit the remaining separate
covenants to be enforced.
|
| (b) |
Seller
will not disclose to any person or use for their own benefit any
price
lists, pricing data, customer lists, or similar matters possessed
by them
relating to the assets or the business transferred to Buyer unless
they
first clearly demonstrate to Buyer that such matters are at, the
time of
the proposed disclosure or use, of common knowledge within the
trade.
|
| 11.2 |
Seller
Indemnities.
Seller shall indemnify, defend and hold harmless Buyer and
its officers,
directors, and agents against and in respect of any and all
claims,
demands, losses, costs, expenses, obligations,
liabilities,
damages, recoveries and deficiencies, including interest,
penalties and
reasonable attorneys fees, that Buyer or the Buyer, or their
officers,
directors, or agents shall incur or suffer, which arise,
result from or
relate to any breach of, or failure by Seller to perform,
any of their
representations, warranties, covenants or agreements in this
Agreement or
in any schedule, certificate, exhibit or other instrument
furnished or to
be furnished by Seller under this Agreement. Notwithstanding
any other
provision of this Agreement, Seller shall not be liable to
Buyer, or the
Buyer, or their officers, directors, or agents on any warranty,
representation or covenant made by
Selling
|
|
Parties
in this Agreement, regarding any single claim, loss, expense, obligation
or other liability that does not exceed $10,000; provided, however,
that
when the aggregate amount of all such claims, losses, expenses,
obligations and liabilities not exceeding $10,000 each reaches $10,000,
Seller shall thereafter be liable in full for all such breaches and
indemnities, and regarding all those claims, losses, expenses,
obligations, and liabilities.
|
| 11.3 |
Access
to Records.
From and after the Closing, Seller shall allow Buyer, and its counsel,
and
other representatives, such access to records which after the Closing
are
in the custody or control of Seller as Buyer reasonably requires
in order
to comply with its obligations under the law or under Intellectual
Properties assumed by Buyer pursuant to this
Agreement.
|
ARTICLE
12. COSTS
| 12.1 |
Finder's
or Broker's Fees.
Each of the parties represents and warrants that it has dealt with
no
broker or finder in connection with any of the transactions contemplated
by this Agreement, and, insofar as it knows, no broker or other person
is
entitled to any commission or finder's fee in connection with any
of these
transactions.
|
| 12.2 |
Expenses.
Buyer shall pay all costs and expenses incurred or to be incurred
by it in
negotiating and preparing this Agreement and in closing and carrying
out
the transactions contemplated by this
Agreement.
|
ARTICLE
13. SECURITIES
ASPECTS OF AGREEMENT
| 13.1 |
All
parties to this Agreement mutually understand, agree and covenant
that any
referenced sale or other disposition of any security under this Agreement
shall be controlled and governed by this
section.
|
|
Specifically
should there arise any conflict of application or interpretation
under
this section and any other provision or section of this Agreement;
this
section shall be given primary definition and control. The
term "securities" for the purposes of this Agreement shall mean
and
include all shares of Buyer, and any warrants to acquire those
shares as
well as any other instrument or obligation customary or commonly
described as a security. Each of the following terms and conditions
of the
issuance and distribution of the securities shall be fully applicable
unless otherwise specifically waived or treated in the following
paragraphs.
|
| 13.2 |
Each
security issued pursuant to the terms of this Agreement shall be
a
"restricted" security unless otherwise specifically referenced as
being
issued pursuant to a registration or
offering.
|
| 13.3 |
Seller
understands and agrees that a restricted security for the purposes
of this
Agreement is one, which is issued without meeting registration
requirements under both federal and state law within the United States.
Each party to this Agreement further agrees and acknowledges that
the
nature of restricted security is that it is not freely tradable.
That is,
the holder of such security cannot immediately market or further
distribute such security in the open market, or through private
transactions without the express written consent of the issuer, primarily
Buyer under the terms of this Agreement.
|
| 13.4 |
Seller
fully acknowledges and understands that the resale of a restricted
security will normally require substantial holding periods unless
subsequently subject to an intervening registration under applicable
federal and state securities laws. Seller acquiring restricted stock
under
this Agreement further acknowledges and agrees that the principal,
though
not exclusive, means by which restricted securities are resold under
United States law and conforming state laws and regulations is Securities
and Exchange Commission ("SEC") Rule 144, which essentially requires
a
holding period of one year before the stock can be resold or any
interest
therein further sold or assigned. In general terms, Rule 144 would
require
that there be current public information about the Company before
the
provisions of the Rule could be relied upon for subsequent resale,
that
the aforementioned holding period had been met, that the sales occurred
through independent arms-length and unsolicited brokerage transactions,
that certain volume limitations on the number of shares sold in each
three
month period be observed, and that a report of sales will be filed
with
the SEC. Seller understands that the foregoing constitutes only a
general
description of Rule 144 and that such person is or has the means
to become
familiar with all of the specific provisions and terms of Rule 144
through
his independent legal advisors. Sellers
further acknowledges and agrees that while Rule 144 is not exclusive,
that
it is anticipated and intended that it would be the primary means
by which
securities acquired under this Agreement could be resold absent the
specific registration provisions of this
Agreement.
|
| 13.5 |
Seller
further acknowledges and agrees that, except as specifically provided
by
the terms of this Agreement, none of the corporate parties will have
any
obligation to register securities issued, and have no present intention
to
register such securities other than is specifically provided for
by this
Agreement. Each person under this Agreement acquiring securities
further
understands and agrees that individual registration of securities,
absent
registration by the issuer, is usually not practical and should not
be
relied upon as a means for resale or other distributions of securities
acquired under this Agreement.
|
| 13.6 |
Any
entity acquiring securities pursuant to this Agreement with the intent
to
divide such securities among its principal shareholders as part of
the
acquisition process, will be responsible for obtaining the knowledgeable
consent and agreement of such actual shareholder to the terms of
this
Agreement, specifically referencing this
paragraph.
|
| 13.7 |
Seller
fully understands and agrees that should such person be deemed to
be in a
“control” position as to Buyer incident to the completion of this
Agreement, that such person must comply with the volume limitations
of
Rule 144 to complete sales of his or her securities acquired, except
for
securities which have been otherwise registered pursuant to this
Agreement. A control person has been defined by the SEC, and by most
state
securities regulatory agencies, as a person who has the capacity
to
exercise control over the issuing company. While no precise mathematical
formulation of a control person is applicable to all situations,
the
following are generally presumed to be control
people:
|
| (i) |
a
person holding 10% or more of the shares of the issuing
company;
|
| (ii) |
any
principal officer or any director of the issuing
company.
|
| 13.8 |
Seller
represents that it is acquiring the Shares for its own account, for
investment and not with a view to the distribution or resale thereof.
The
Seller further represent that their financial and other circumstances
are
such that they have adequate means of providing for their current
and
anticipated future needs without having to sell or otherwise dispose
of
the Shares, and that the Seller are able to bear the economic risks
of
this investment and consequently are able to hold the Shares for
an
indefinite period of time and to sustain the loss of their entire
investment in the Shares, in the event such a loss should
occur.
|
| 13.9 |
Seller
acknowledges and represents that, due to its knowledge and experience
in
financial and business matters, its investment experience generally
and
its experience with investments similar to the Shares in particular,
Seller, either alone or together with its advisors, if any, is able
to
understand and merits of, and the risks involved in, its proposed
investment in the Shares. Seller, either alone or together with its
advisors, if any, has the capacity to protect its own interests in
connection with this transaction.
|
| 13.10 |
Seller
acknowledges that the Buyer and Buyer have furnished or made available
to
Seller all financial and other data relating to Buyer, required by
Seller
to enable it to make an informed decision concerning its approval
of this
transaction and its resulting acquisition of the Shares. In particular,
Seller acknowledges that it has received and reviewed the financial
statements of Buyer for the past two years and complete copies of
all of
the Buyer SEC Reports for such period. Seller acknowledges that it
has
been informed that Buyer has not previously conducted business except
as
disclosed in the Buyer SEC Reports. Seller represents and acknowledges
that it and its principals have been engaged in the business of providing
pay-per-view and cable services in the hotel/lodging industry, which
is
intended
area of business for which the Assets are being acquired by the Buyer.
In
this regard, Seller has been acquainted with the Chief Executive
Officer
of Buyer. Seller further represents and acknowledges that it has
had full
opportunity to obtain additional information from Buyer to verify
the
accuracy of the information supplied by it and to evaluate the merits
of
its investment decision, including, without limitation, full opportunity
to ask questions of and receive satisfactory answers and other information
from Buyer, its officers, directors and other persons acting on its
behalf, and all such questions have been answered, and such other
information supplied, to Seller's full satisfaction. Seller is aware
of,
and has thoroughly evaluated, to its own satisfaction, the high degree
of
risk associated with investing in Buyer, including but not limited
to, the
specific risks associated with Buyer's business and the risks associated
with the ownership of common stock.
|
| 13.11 |
Seller
hereby represents and warrants to Buyer that Seller is an "accredited
investor" as that term is defined in Rule 501(a) of Regulation
D. Seller
further represents and warrants that it is a corporation, and that
each of
the equity owners of Seller are "accredited investors" by reason
of the
fact that each of the equity owners meets one or both of the following
criteria:
|
| (i) |
The
owner is a natural person whose individual net worth, or joint net
worth
with owner's spouse, at the time of this agreement, exceeds $1,000,000;
or
|
| (ii) |
The
owner is a natural person who had an individual income in excess
of
$200,000 in each of the two most recent years, or joint income with
owner's spouse in excess of $300,000 in each of those years, and
has a
reasonable expectation of reaching the same income level in the current
year.
|
ARTICLE
14. FORM OF AGREEMENT
| 14.1 |
Headings.
The
subject headings of the Articles and Sections of this Agreement are
included for purposes of convenience only, and shall not affect the
construction or interpretation of any of its
provisions.
|
| 14.2 | Entire Agreement: Modification: Waiver. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. |
| 14.3 |
Counterparts.
This
Agreement may be executed simultaneously in one or more counterparts,
each
of, which shall be deemed an original, but all of which together
shall
constitute one and the same instrument.
|
ARTICLE
15. PARTIES
| 15.1 |
Parties
in Interest.
Nothing in this Agreement, whether express or implied, is intended
to
confer any rights or remedies under or by reason of this Agreement
on any
persons other than the parties to it and their respective successors
and
assigns, nor is anything in this Agreement intended to relieve
or
discharge the obligation or liability of any third persons to any
party to
this Agreement, nor shall any provisions give any third persons
any right
of subrogation or action over against any party to this Agreement.
|
| 15.2 |
Assignment.
This Agreement shall be binding on and shall inure to the benefit
of the
parties to it and their respective heirs, legal representatives,
successors and assigns. Buyer agrees to obtain the written consent
of
Seller if Buyer sells, assigns or otherwise transfers all or any
ownership
interest in a material portion of the Assets prior to the time that
the
Buyer has completed the terms of payment above in Article 2. Seller
agrees
not to unduly withhold its consent to any sale, assignment or transfer
of
the assets after written notice is served upon it according to the
terms
of this Agreement. Seller shall give its written consent to the Buyer
within 15 days of receipt of the Buyer's request for Seller's
consent.
|
ARTICLE
16. REMEDIES
| 16.1 |
Recovery
of Litigation Costs. If
any legal action or any arbitration or other proceeding so brought
for the
enforcement of this Agreement, or because of an alleged dispute,
breach,
default or misrepresentation in connection with any of the provisions
of
this Agreement, the successful or prevailing party or parties shall
be
entitled to recover reasonable attorneys' fees and other costs incurred
in
that action or proceeding, in addition to any other relief to which
it or
they may be entitled.
|
| 16.2 |
Conditions
Permitting Termination.
Subject to the provisions of Article 3 relating to the postponement
of the
Closing Date, either party may on or prior to the Closing Date terminate
this Agreement by written notice to the other, without liability
to the
other, if any bona fide action or proceeding shall be pending against
either party on the Closing Date that could result in an unfavorable
judgment, decree or order that would prevent or make unlawful the
carrying
out of this Agreement.
|
| 16.3 |
Defaults
Permitting Termination.
If either Buyer or Seller materially defaults in the due and timely
performance of any of its warranties, covenants, or agreements under
this
Agreement, the non- defaulting party or parties may on the Closing
Date
give notice of termination of this Agreement, in the manner provided
in
Article 17. The notice shall specify with particularity the default
or
defaults on which the notice is based. The termination shall be effective
five days after the Closing Date, unless the specified default or
defaults
have been cured on or before this effective date for termination.
Upon
material default of the Buyer's payment obligations under this Agreement,
the Seller may foreclose its security interest in the assets as referred
to in paragraph 2(f) above.
|
ARTICLE
17. NATURE
AND SURVIVAL OF REPRESENTIONS AND WARRANTIES
All
representations, warranties, covenants and agreements of the parties contained
in this Agreement, or in any instrument, certificate, opinion or other writing
provided for in it, shall survive the Closing.
ARTICLE
18. NOTICES
All
notices, requests, demands and other communications under this Agreement
shall
be in writing and shall be deemed to have been duly given on the date of
service
if served personally on the party to whom notice is to be given, or on the
third
day after mailing if mailed to the party to whom notice is to be given, by
first
class mail, registered or certified, postage prepaid, and properly addressed
as
follows:
| Buyer; | Hotel
Movie Network Inc.
0000
X. Xxxx Xxxxx
Xxxx,
XX 00000
Attention:
Xxxx X.X. XxXxxxx
|
| With copy to: | Johnson,
Rasmussen, Xxxxxxxx &
Xxxxx,
P.L.C.
00
X. Xxxxxxxxx
Xxxx,
XX 00000
Attention:
Xxx Xxxxx
|
| Seller: | Creative
Domain Investments Ltd
00
Xxxxxxx Xxx XX
Xxxxxxx
XX, Xxxxxx X0X 0X0
Attn:
Xxxxxx Xxxxxx
Telephone:
(000) 000-0000
|
Any
party may change its address for purposes of this Article by giving the other
parties written notice of the new address in the manner set forth above.
ARTICLE
19. GOVERNING
LAW
This
Agreement shall be construed in accordance with, and governed by the laws
of the
State of Arizona
ARTICLE
20. MISCELLANEOUS
| 20.1 |
Announcements.
None of Sellers will make any announcements to the public or to employees
of Seller concerning this Agreement or the transactions contemplated
hereby without the prior approval of Buyer, which will not be unreasonably
withheld. Notwithstanding any failure of Buyer to approve it, Sellers
may
make an announcement of substantially the same information as theretofore
announced to the public by Buyer or any announcement required by
applicable law, but Seller shall in either case notify Buyer of the
contents thereof reasonably promptly in advance of its
issuance.
|
| 212 |
References.
Unless otherwise specified, references to Sections or Articles are
to
Sections or Articles in this Agreement.
|
IN
WITNESS WHEREOF, the parties to this Agreement have duly executed it as of
the
day and year first above written.
| BUYER Hotel Movie Network | B2 DIGITAL, INC. a Delaware corporation | ||||
| By: | /s/ Xxxx X.X. XxXxxxx | By | /s/ Xxxxxx Xxxxxxx | ||
|
Xxxx
X.X. XxXxxxx
Its:
President
|
Xxxxxx Xxxxxxx
Its: President
|
||||
SELLER
Creative
Domain Investments, Ltd
An
Alberta Ltd
| By: | /s/ Xxxxxx X. Xxxxxx | ||||
|
Xxxxxx
X. Xxxxxx
Its:
Director
|
|
||||
SCHEDULE
1.1
Intellectual
Properties
The
following are to be included:
| 1. |
All
design for wall-mounted modem, including firmware (C-source), schematics,
mechanical drawings and pcb layout files.
|
| 2. |
All
design files for the head end modem which talks with the wall mounted
modems, to include firmware (C source), schematics, mechanical drawings
and pcb layout files.
|
| 3. |
Source
Code for manufacturing fixtures and programming
utilities.
|
| 4. |
Specifications
for Xxxxxxxx, Zenith and Xxxxxxxx Electronics smart TV
sets.
|
| 5. |
Plans
and specifications for cost reduction of the wall
plate.
|
| 6. |
Plans,
specifications and work in progress for smart TV-ATX
interface.
|
| 7. |
SQL
files for the movie database.
|
| 8. |
Front-End
code for generating site license and inserting log data into the
movie
database.
|
| 9. |
Digital
Video server source code (C,C++).
|
| 10. |
Source
Code for ATX Head end modem interface and voice
modem.
|
| 11. |
JAVA
code for interface web site.
|
| 12. |
Database
of transactions of February 2005, including all customer records,
contract
information, etc.
|
| 13. |
Any
and all additional information needed for the production and manufacture
of all above listed items.
|
| 14. |
A
short term contract period to setup and install all of the software
at the
site of Buyers choice.
|
| 15. |
A
Consultant available for the period of one year for additional support
if
necessary. A fee would be worked out for this consulting period on
a
base-by- base need.
|
Schedule
1.2
Creative
Domain Investments Ltd. Inventory Valuation 03-30-2007
To
be supplied at a later date.
