CLOSING AGREEMENT
THIS CLOSING AGREEMENT dated as of March 30th, 2001 (the "Agreement")
by and among FAVE Channel Corp., a Florida corporation ("FAVE") and Go2America,
LLC, a Wisconsin limited liability company ("G2A"), and the individual members
of G2A, Xxxxxxx Xxxxxx ("Xxxxxx"), Xxxxxxxx Xxxxxx ("Xxxxxx") and Xxxxx
Xxxxxxxxxxxx ("Xxxxxxxxxxxx"). For purposes of this Agreement, Kostka, Viegut,
and Xxxxxxxxxxxx shall sometimes collectively be referred to as the "G2A
Members".
PREAMBLE
WHEREAS, the FAVE and G2A have entered into a certain Purchase and
Contribution Agreement dated the 30th day of March, 2001, which Purchase and
Contribution Agreement provides for the combination of certain assets of both
G2A and FAVE by creation of a new subsidiary of FAVE ("NEWCO") and the
contribution of certain assets of FAVE and G2A to NEWCO.
WHEREAS, the parties wish to close the transaction contemplated by the
Purchase and Contribution Agreement as of a mutually acceptable date and time,
subject only to reasonable agreement between the parties as to the content of
the schedules, exhibits, ancillary documents and conveyance documents.
NOW THEREFORE, the parties hereby agree as follows:
1. That the Closing Date of the transaction described in the Purchase and
Contribution Agreement shall be March 30, 2001.
2. That the parties shall work diligently following the closing date to
create and enter all ancillary documents and conveyance documents
called for in the Purchase and Contribution Agreement.
3. Each party shall be responsible for creating Schedule pages applicable
to their business, such as equipment lists, transferred asset lists,
lease descriptions, excluded asset lists, and other relevant schedules
referred to in the Purchase and Contribution Agreement subject to
review and approval by the other party.
4. FAVE shall be responsible for preparation of Registration Rights
Agreement subject to review and approval by G2A.
5. G2A shall be responsible for preparation of Voting Agreement subject
to review and approval by FAVE.
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Closing Agreement March 30, 2001
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6. Each party shall be responsible for preparing resolutions and consents
approving the transaction for their respective companies, subject to
review and approval by the other party.
7. G2A, with the assistance and cooperation of FAVE, shall be responsible
for preparing Assignment of Patent for the Viper Technology, including
the development of the final patent, filing, paperwork, working with
our patent attorney and hiring an engineer to enhance and modify the
patent as necessary to protect the uniqueness of the patented
technology, no later than May 15th, 2001 subject to review and
approval by FAVE.
8. G2A shall be responsible for preparing format Assignment Agreement
(Xxxx of Sale) for use by both parties to convey their respective
assets to NEWCO.
9. G2A shall be responsible for creation of Articles of Incorporation,
Bylaws, and other organizational documents for NEWCO, subject to
review and approval by FAVE.
10. FAVE, with the assistance and cooperation of G2A, shall immediately
commence pursuit of all FCC approvals, consents and other actions
necessary to place the FCC frequencies in all Markets into good
standing and under the operational control of NEWCO.
11. The parties agree that the initial Board of Directors of NEWCO to be
appointed by FAVE as the 80% shareholder in NEWCO shall consist of
Xxxxx Xxxxxx, Xxxxx Xxxxxxxxxxxx, Xxxxxxx Xxxxxx, Xxx Xxxxx and Xxxx
Xxxxxxxxx.
12. The parties agree that the initial designee of G2A on the FAVE Board
of Directors shall be Xxxxx Xxxxxx.
13. The parties agree that the initial officers of NEWCO shall be Xxxxx
Xxxxxx, Chief Executive Officer, Xxxxx Xxxxxxxxxxxx, President, and
Xxxxxxx Xxxxxx, Secretary/Treasurer.
14. Subject to reasonable approval by the parties to all of the Schedules,
Exhibits, Conveyance Documents and other documents relevant to the
Closing contemplated by the Purchase and Contribution Agreement, the
transaction shall be deemed closed as of the date set forth above.
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15. If there is any conflict between this Closing Agreement and the
Purchase and Contribution Agreement, the Purchase and Contribution
agreement dated March 30, 2001 controls.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
0xx XXXXXX CHANNEL CORPORATION
By: /s/ XXX XXXXX
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Xxx Xxxxx, Its CEO/President
Go2America, LLC
By: /s/ XXXXXXXX XXXXXX
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Xxxxxxxx Xxxxxx
Its: Member
By: /s/ XXXXXXX XXXXXX
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Xxxxxxx Xxxxxx
Its: Member
By: /s/ XXXXX XXXXXXXXXXXX
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Xxxxx Xxxxxxxxxxxx
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Its: Member
Go2America, LLC Members, Individually
By: /s/ XXXXXXXX XXXXXX
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Xxxxxxxx Xxxxxx
Its: Member
By: /s/ XXXXXXX XXXXXX
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Xxxxxxx Xxxxxx
Its: Member
By: /s/ XXXXX XXXXXXXXXXXX
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Xxxxx Xxxxxxxxxxxx
Its: Member
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