ASSET PURCHASE AGREEMENT AMONG UPSNAP, INC. UPSNAP SERVICES, LLC AND TONY PHILIPP Dated: August 29, 2008
EXHIBIT
2.2
AMONG
UPSNAP
SERVICES, LLC
AND
XXXX
XXXXXXX
Dated:
August 29, 2008
AGREEMENT
(this
“Agreement”), made and entered into as of this 29th day of August, 2008, by and
among UpSnap Services, LLC, a North Carolina limited liability company
(“Services”), UpSnap, Inc., a Nevada corporation (“Seller”) and Xxxx Xxxxxxx,
(“Philipp,” who together with Services, are the “Purchaser”).
WHEREAS,
Seller
has been engaged in the business of providing mobile information search services
in Davidson, North Carolina (the “Business”);
WHEREAS,
Philipp
has been the president, chief executive officer and a director of the Seller
and
is also the managing member of Services;
WHEREAS,
Seller
has agreed to acquire the business of Duratech Group, Inc. in exchange for
the
issuance to the Duratech shareholders of more than a majority of Seller’s
capital stock pursuant to a Share Exchange Agreement (the “Share Exchange
Agreement”), and no longer desires to continue the Business;
WHEREAS,
the
board of directors of Seller, acting independently of Philipp, after recent
discussions with third parties, have agreed to sell Seller’s assets
(“Transferred Assets”) comprising the Business to the Purchaser upon the terms
and conditions set forth in this Agreement;
WHEREAS,
this
Agreement has been signed on the same day as the Share Exchange Agreement and
shall close on the day after the Closing Date (as defined) under the Share
Exchange Agreement,
WHEREAS,
all the
Transferred Assets are set forth on Exhibit
A
annexed
hereto, which Transferred Assets excludes all of Seller’s franchise rights,
goodwill and all rights of every kind and character, tangible or intangible;
and
WHEREAS,
as part
of the sale of the Business, Seller will assign to Purchaser and Purchaser
will
assume from Seller, the Assumed Liabilities (as hereinafter defined) of Seller,
upon the terms and conditions set forth in this Agreement.
NOW,
THEREFORE,
in
consideration of the mutual benefits to be derived and the representations
and
warranties, conditions and promises contained in this Agreement, and other
good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the parties agree as
follows:
2
ARTICLE
I
GENERAL
SECTION
1.01 Agreement
to Purchase and Sell
Upon
the
terms and subject to the conditions of this Agreement and in reliance upon
the
representations and warranties contained herein, Seller agrees to sell, convey,
transfer, assign and deliver to Purchaser the Transferred Assets, and Purchaser
agrees to purchase from Seller, the Transferred Assets.
SECTION
1.02 Assumed
Liabilities.
Upon
the
terms and subject to the conditions of this Agreement and in reliance upon
the
representations and warranties contained herein, from and after the Closing
Date, Purchaser shall assume
and discharge all of the liabilities (the “Assumed Liabilities) of Seller as
defined under generally accepted accounting principles, consistently applied
(“GAAP”), (i) known and outstanding as of the Closing Date, including those
liabilities identified and listed on Exhibit
B
annexed
hereto and (ii) liabilities related to the Business asserted or arising after
the Closing Date with respect to claims accruing before or after the Closing
Date. Seller shall transfer to Purchaser, in cash, the “Seller Contribution” of
One Hundred Thirty Thousand Dollars ($130,000.00) upon Closing under this
Agreement as contribution solely toward payment and discharge of the Assumed
Liabilities. Seller shall remain responsible for all liabilities of Seller
other
than the Assumed Liabilities.
SECTION
1.03 Consideration.
As
consideration for the purchase of the Transferred Assets from the Seller,
Services and Xxxxxxx covenant and agree to satisfy and discharge the Assumed
Liabilities.
SECTION
1.04 Instruments
of Transfer; Further Assurances.
Concurrently
with the execution and delivery of this Agreement and the Closing hereunder,
Seller and Purchaser shall execute and deliver to each other a completed Deed
of
General Conveyance, Transfer and Assignment, in the form attached as
Exhibit
C
hereto
("General Conveyance, Transfer and Assignment").
SECTION
1.05 The
Closing.
The
consummation of the transactions contemplated by this Agreement shall take
place
at a closing (the “Closing”) which shall occur on the day after the Closing Date
under the Share Exchange Agreement, or at such later date as the parties may
mutually agree. At the Closing, the Seller Contribution shall be delivered
to
Purchaser, the parties shall execute and deliver the Deed of General Conveyance,
Transfer and Assignment for the Transferred Assets and assumption of the Assumed
Liabilities, and Seller shall deliver the books and records related to the
Business.
The
Closing shall take place at 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000
3
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES OF SELLER
Seller
represents and warrants to Purchaser as follows:
SECTION
2.01 Due
Organization.
Seller
is
a corporation duly organized and validly existing and in good standing under
the
laws of the State of Nevada and is duly licensed and authorized or qualified
to
carry on its business in the places and in the manner as now conducted except
where the failure to be so authorized or qualified would not have a material
adverse effect on the business, operations, properties, assets, condition
(financial or other), results of operations or prospects of Seller.
SECTION
2.02 Authorization;
Non-Contravention; Approvals.
(a)
Seller has the full legal right, power and authority to enter into this
Agreement and to consummate the sale of the Business and the other transactions
contemplated hereby. Seller has the full legal right, power and authority to
enter into this Agreement. The execution, delivery and performance of this
Agreement have been approved by the Board of Directors of Seller. This Agreement
has been duly and validly executed and delivered by Seller, and, assuming the
due authorization, execution and delivery hereof by Purchaser, constitutes
a
valid and binding agreement of Seller, enforceable against Seller in accordance
with its terms.
(b)
The
execution and delivery of this Agreement by Seller does not, and the
consummation by Seller of the transactions contemplated hereby will not,
violate, conflict with or result in a breach of any provision of, or constitute
a default (or an event which, with notice or lapse of time or both, would
constitute a default) under, or result in the termination of, or accelerate
the
performance required by, or result in a right of termination or acceleration
under, or result in the creation of any lien, security interest, charge or
encumbrance upon any of the Transferred Assets under any of the terms,
conditions or provisions of (i) the organizational documents of Seller, (ii)
any
statute, law, ordinance, rule, regulation, judgment, decree, order, injunction,
writ, permit or license of any court or governmental authority applicable to
Seller or the Business or (iii) any agreement, note, bond, mortgage, indenture,
deed of trust, license, franchise, permit, concession, lease or other
instrument, obligation or agreement of any kind to which Seller is now a party
related to the Business, excluding from the foregoing clauses (ii) and (iii)
such violations, conflicts, breaches, defaults, terminations, accelerations
or
creations of liens, security interests, charges or encumbrances that would
not,
in the aggregate, have a material adverse effect on the Business, subject to
the
consent of the lessor of the premises (the “Premises”) where the Business is
conducted and Purchaser shall be responsible for obtaining such consent. No
declaration, filing or registration with, or notice to, or authorization,
consent or approval of, any governmental or regulatory body or authority is
necessary for the execution and delivery of this Agreement by Seller or the
consummation by Seller of the transactions contemplated hereby, other than
such
declarations, filings, registrations, notices, authorizations, consents or
approvals which, if not made or obtained, as the case may be, would not, in
the
aggregate, have a material adverse effect on the business, operations,
properties, assets, condition (financial or other), results of operations or
prospects of the Business.
4
SECTION
2.03 Liabilities
and Obligations.
Since
June 30, 2008, Seller has not incurred any liabilities of any kind, character
or
description, whether accrued, absolute, secured or unsecured, contingent or
otherwise, which are part of the Assumed Liabilities, other than liabilities
incurred in the ordinary course of business. All of the Assumed Liabilities
have
been incurred by Seller in arms’ length transactions in the ordinary course of
business consistent with past practices.
SECTION
2.04 Assets.
Exhibit
A
is an accurate list of all the property of Seller constituting the Transferred
Assets. The Transferred Assets comprise the assets that are material to the
operation of the Business. Seller has good and marketable title to the
Transferred Assets, subject to no mortgage, pledge, lien, claim, conditional
sales agreement, encumbrance or charge unless previously disclosed to Purchaser.
The sale of the Transferred Assets hereunder will transfer to Purchaser good
and
marketable title to the Transferred Assets subject to no mortgage, pledge,
lien,
claim, conditional sales agreement, encumbrance or charge, except as previously
disclosed to Purchaser.
SECTION
2.05 Material
Contracts.
To
the
best of its knowledge, Seller has complied with all material commitments and
obligations pertaining to the Business under its material contracts, and is
not
in default under any such contracts, no written notice of default has been
received by Seller.
SECTION
2.06 Permits.
The
licenses, operating authorizations, franchises, permits and other governmental
authorizations previously disclosed by Seller to Purchaser related to the
Business are valid, and Seller has not received any written notice that any
governmental authority intends to cancel, terminate or not renew any such
license, operating authorization, franchise, permit or other governmental
authorization. Seller holds all licenses, operating authorizations, franchises,
permits and other governmental authorizations, the absence of any of which
could
have a material adverse effect on the Business. Seller has conducted and is
conducting the Business in substantial compliance with the requirements,
standards, criteria and conditions set forth in its licenses, operating
authorizations, franchises, permits and other governmental authorizations as
well as the applicable orders, approvals and variances related thereto, and
is
not in violation of any of the foregoing except for any violations that would
not have a material adverse effect on the Business. Except as specifically
disclosed to Purchaser, the transactions contemplated by this Agreement will
not
result in a default under or a breach or violation of, or adversely affect
the
rights and benefits afforded to Seller by, any such material licenses, operating
authorizations, franchises, permits and other government
authorizations.
5
SECTION
2.07 Litigation
and Compliance with Law.
There
are
no claims, actions, suits or proceedings, pending or threatened, against or
affecting the Business, at law or in equity, or before or by any governmental
department, commission, board, bureau, agency or instrumentality having
jurisdiction over Seller. No notice of any claim, action, suit or proceeding,
whether pending or threatened, has been received by Seller with respect to
the
Business, and there is no basis therefor. Seller has conducted for the past
five
years and does conduct the Business in compliance with all material laws,
regulations, writs, injunctions, decrees and orders applicable to the
Business.
SECTION
2.08 Taxes.
For
purposes of this Agreement, the term "Taxes" shall mean all taxes, charges,
fees, levies or other assessments including, without limitation, income, gross
receipts, excise, property, sales, withholding, social security, unemployment,
occupation, use, service, service use, license, payroll, franchise, transfer
and
recording taxes, fees and charges, imposed by any government or subdivision
or
agency thereof, whether computed on a separate, consolidated, unitary, combined
or any other basis; and such term shall include any interest, fines, penalties
or additional amounts attributable to or imposed with respect to any such taxes,
charges, fees, levies or other assessments. Since October 1, 2004, Seller has
timely filed all requisite tax returns for all fiscal periods ended on or before
the date of this Agreement or has filed for extensions for such returns, and
has
duly paid in full or made adequate provision for the payment of all Taxes.
SECTION
2.09 Absence
of Changes.
Since
June 30, 2008, Seller has conducted the Business in the ordinary course of
business and, except as disclosed in Seller’s Form 10-QSB for the fiscal quarter
ended June 30, 2008 (the “June 2008 Form 10-QSB”), there has not
been:
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(i)
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any
material adverse change in the operations, properties, condition
(financial or other), assets, liabilities (contingent or otherwise),
income or business of the Business;
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(ii)
|
any
damage, destruction or loss (whether or not covered by insurance)
materially adversely affecting the Business or Transferred
Assets;
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(iii)
|
any
work interruptions, labor grievances or claims filed, or any proposed
law,
regulation or event or condition of any character materially adversely
affecting the Business;
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(iv)
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any
sale or transfer, or any agreement to sell or transfer, any of the
material Transferred Assets;
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(v)
|
any
increase in Seller's indebtedness, other than accounts payable incurred
in
the ordinary course of business, that are part of the Assumed Liabilities;
or
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6
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(vii)
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any
material breach, amendment or termination of any material contract,
agreement, license, permit or other right to which Seller is a party
related to the Business.
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SECTION
2.10 Operation only in the Ordinary Course of Business
The
Seller hereby covenants and agrees to operate the Business only in the ordinary
course during the period between the signing of this Agreement and the
Closing.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF SERVICES AND PHILIPP
Services
and Xxxxxxxx, jointly and severally, represent and warrant to Seller as
follows:
SECTION
3.01 Due
Organization.
Services
is a limited liability company duly organized and validly existing and in good
standing under the laws of the State of North Carolina and is duly licensed
and
authorized or qualified to carry on its business in the places and in the manner
as now conducted except where the failure to be so authorized or qualified
would
not have a material adverse effect on the business, operations, properties,
assets, condition (financial or other), results of operations or prospects
of
Services. The membership records and minute books of Services that have been
made available to Seller are correct and complete. Other than activities related
to its formation and this Agreement, Services has not engaged in any activities.
Services has adequate capital to conduct the Business and to fulfill its
obligations under this Agreement for a period of at least one year after the
Closing Date.
SECTION
3.02 Authorization;
Non-Contravention; Approvals.
Services
and Philipp each has all necessary power and authority to enter into this
Agreement to perform fully their respective obligations hereunder and to carry
out the transactions contemplated hereby. The execution, delivery and
performance by Services of this Agreement and the transactions contemplated
hereby have been duly authorized by Services by all necessary action. This
Agreement has been duly executed and delivered by Services and Philipp, and
constitutes a legal, valid and binding obligation of Services and Philipp,
enforceable against each of them in accordance with its terms.
SECTION
3.03 No
Violation.
Neither
the execution and delivery by Purchaser of this Agreement nor the consummation
by Purchaser of the transactions contemplated hereby (i) will violate its
organizational documents or Operating Agreement of Services, (ii) will result
in
any breach of or default under any provision of any contract of any kind to
which Purchaser is a party or by which Purchaser is bound, (iii) is prohibited
by or requires Services to obtain any consent, authorization or approval of,
or
make any filing with, any governmental authority that has not been obtained,
other than a consent for the Premises, or (iv) will violate any judgment,
decree, order, writ, injunction, regulation or rule of any court or governmental
authority having
jurisdiction over Purchaser, in each case in such a way as would have a material
adverse effect on Purchaser’s ability to perform the terms of this
Agreement.
7
SECTION
3.04 Litigation
and Compliance with Law.
There
are
no claims, actions, suits or proceedings, pending or threatened, against or
affecting Purchaser, at law or in equity, or before or by any governmental
department, commission, board, bureau, agency or instrumentality having
jurisdiction over Purchaser. No notice of any claim, action, suit or proceeding,
whether pending or threatened, has been received by Purchaser, and there is
no
basis therefor.
SECTION
3.05 Knowledge
By
reason
of having been an executive officer, director and principal stockholders of
Seller, Philipp is fully familiar with the operations, financial condition
and
capital needs of the Business, including the composition of the Transferred
Assets being the assets necessary to conduct the Business as presently conducted
and the Assumed Liabilities, and understands the prospects and risks of
operating the Business as described in the June 2008 Form 10-QSB. Purchaser
is
not relying on any representations (oral or written) made by Seller regarding
the Business other than those expressly set forth by Seller in this Agreement.
ARTICLE
IV
COVENANTS
Services
and Philipp covenant and agree that immediately after the Closing they shall
use
the Seller Contribution expressly for the purpose of paying off and discharging
the Assumed Liabilities as set forth on Schedule B, of Seller, and for no other
purpose. Services and Philipp further covenant and agree that they shall not
use
any portion of the Seller Contribution for payment of deferred or future
compensation or other employee benefits of Philipp. Moreover, after the Closing,
Services and Philipp shall pay all liabilities of the Business as they arise,
regardless as to when the liability was incurred.
SECTION
4.02 Facilities
Seller
shall cooperate with Purchaser for the transfer of the Premises and the related
facilities, such as telephone and DSL lines, to Services, provided that Seller
shall not be required to undertake any contractual obligations with respect
to
such transfers, and that any deposits previously made by Seller for such
facilities shall be refunded to Seller.
8
ARTICLE
V
CONDITIONS
OF CLOSING
Section
5.01 Conditions to the Obligations of the Purchaser and Xxxxxxx to
Close
The
obligations of the Purchaser and Philipp to consummate the transactions
contemplated herein shall be subject to the satisfaction or waiver of the
following conditions:
(i)
The
truth and accuracy of the Seller’s representation, warranties and the covenants
contained herein both on the date of signing of this Agreement and on the
Closing.
(ii)
The
transactions contemplated by the Share Exchange Agreement shall have been
consummated
the day before the Closing under this Agreement.
(iii)
.
Seller shall have transferred to Purchaser, in cash, the “Seller Contribution”
of One Hundred Thirty Thousand Dollars ($130,000.00) upon Closing of this
Agreement as contribution solely toward payment and discharge of the Assumed
Liabilities.
(iv)
The
parties shall have executed and delivered to each other a signed Deed of General
Conveyance, Transfer and Assignment for the Transferred Assets and assumption
of
the Assumed Liabilities
Section
5.02
Conditions to the Obligations of the Seller to Close
The
obligations of the Seller to consummate the transactions contemplated herein
shall be subject to the satisfaction or waiver of the following
conditions:
(i)
The
truth and accuracy of the Purchaser’s and Phillip’s representations, warranties
and the covenants contained herein both on the date of signing of this Agreement
and on the Closing.
(ii)
The
transactions contemplated by the Share Exchange Agreement shall have been
consummated the day before the Closing under this Agreement.
(iii)
The
parties shall have executed and delivered to each other a signed Deed of General
Conveyance, Transfer and Assignment for the Transferred Assets and assumption
of
the Assumed Liabilities.
ARTICLE
VI
INDEMNIFICATION
SECTION
6.01 General
Indemnification by Purchaser and Philipp.
Services
and Philipp, jointly and severally, covenant and agree that they will indemnify,
defend, protect and hold harmless Seller, and its officers, directors and
stockholders (other than Philipp) (collectively, the “Indemnified Parties”) at
all times from and after the date of this Agreement until the Expiration Date
from and against all claims, damages, actions, suits, proceedings, demands,
assessments, adjustments, costs and expenses (including specifically, but
without limitation, reasonable attorneys' fees and expenses of investigation)
incurred by Seller as a result of or arising from (i) any breach of the
representations and warranties of Services or Philipp set forth herein or in
the
schedules to this Agreement or (ii) any breach or non-fulfillment of any
covenant or agreement on the part of Services or Philipp under this Agreement,
including claims by third parties with respect to non-payment of any Assumed
Liabilities or other liabilities of the Business arising after the Closing
regardless as to when the liabilities were incurred; provided, however, that
the
liability of Philipp under this Section 6.01 and elsewhere under this Agreement
shall be limited to an aggregate amount equal to One Hundred Thirty Thousand
and
No/100 Dollars ($130,000.00)..
9
SECTION
6.02 Third
Person Claims.
Promptly
after an Indemnified Party has received notice of or has knowledge of the
commencement or threatened commencement by a person not a party to this
Agreement ("Third Person"), of a claim or of any action or proceeding by a
Third
Person of any claim for which indemnification may be sought under this Article
VI (an “Indemnified Claim”), the Indemnified Party shall give to Purchaser (the
“Indemnifying Party”) written notice of such Indemnified Claim. Such notice
shall state the nature and the basis of the Indemnified Claim and a reasonable
estimate of the amount thereof; provided, however, that the failure to timely
give such notice shall not affect the Indemnifying Party’s obligation except to
the extent that it is financially harmed by the delay. The Indemnifying Party
shall have the right to defend and settle, at its own expense and by its own
counsel, any such matter so long as the Indemnifying Party pursues the same
diligently and in good faith. If the Indemnifying Party undertakes to defend
or
settle, it shall promptly notify the Indemnified Party of its intention to
do
so, and the Indemnified Party shall cooperate with the Indemnifying Party and
its counsel in the defense thereof and in any settlement thereof. Such
cooperation shall include, but shall not be limited to, furnishing the
Indemnifying Party with any books, records and other information reasonably
requested by the Indemnifying Party and in the Indemnified Party's possession
or
control. The Indemnified Party shall have the right to select its own counsel
and the Indemnifying Party will reimburse or make advances to the Indemnified
Party for the expenses of its counsel. After the Indemnifying Party has notified
the Indemnified Party of its intention to undertake to defend or settle any
such
asserted liability, and for so long as the Indemnifying Party diligently pursues
such defense, the Indemnifying Party shall not be liable for any additional
legal expenses incurred by the Indemnified Party in connection with any defense
or settlement of such asserted liability. If the Indemnifying Party desires
to
accept a final and complete settlement of any such Third Person claim and the
Indemnified Party refuses to consent to such settlement, then the Indemnifying
Party's liability under this Section with respect to such Third Person claim
shall be limited to the amount so offered in settlement by said Third Person
and
the Indemnified Party shall reimburse the Indemnifying Party for any additional
costs of defense which it subsequently incurs with respect to such claim and
all
additional costs of settlement or judgment. If the Indemnifying Party does
not
undertake to defend such matter to which the Indemnified Party is entitled
to
indemnification hereunder, or fails diligently to pursue such defense, the
Indemnified Party may undertake such defense through counsel of its choice,
at
the cost and expense of the Indemnifying Party, and the Indemnified Party may
settle such matter, and the Indemnifying Party shall reimburse the Indemnified
Party for the amount paid in such settlement and any other liabilities or
expenses incurred by the Indemnified Party in connection therewith, provided,
however, that under no circumstances shall the Indemnified Party settle any
Third Person claim without the written consent of the Indemnifying Party, which
consent shall not be unreasonably withheld.
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ARTICLE
VII
MISCELLANEOUS
SECTION
7.01 Successors
and Assigns.
This
Agreement and the rights of the parties hereunder may not be assigned (except
by
operation of law) and shall be binding upon and shall inure to the benefit
of
the parties hereto, and the successors, heirs and administrators of Seller,
Services and Philipp.
SECTION
7.02 Entire
Agreement.
This
Agreement (including the Exhibits attached hereto) and the documents delivered
pursuant hereto constitute the entire agreement and understanding among Seller
and Purchaser and supersede any prior agreement and understanding relating
to
the subject matter of this Agreement. This Agreement may be modified or amended
only by a written instrument executed by Seller and Purchaser, acting through
their respective officers, duly authorized by their respective Managers or
Boards of Directors.
SECTION
7.03 Notices
Any
notice to be given under this Agreement shall be in writing and delivered either
by recognized overnight courier or in person to the following addresses or
to
such other address as either party hereto may hereafter duly give to the
other:
If
to
Seller:
If
to
Services or Philipp:
SECTION
7.04 Brokers
and Agents.
Each
party represents and warrants that it employed no broker or agent in connection
with this transaction and agrees to indemnify the other against all loss, cost,
damages or expense arising out of claims for fees or commissions of brokers
employed or alleged to have been employed by such indemnifying
party.
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SECTION
7.05 Governing
Law.
This
Agreement shall be construed in accordance with the laws of the State of North
Carolina (except for its principles governing conflicts of laws).
SECTION
7.06 Survival
of Representations and Warranties.
The
representations and warranties of Seller set forth in Article II shall not
survive the Closing Date. The representations, warranties and covenants of
Services and Philipp sets forth in Articles III and IV shall survive the
execution of this Agreement for a period of twelve (12) months from the date
of
this Agreement (which date is hereinafter called the "Expiration
Date").
SECTION
7.07
Exercise of Rights and Remedies.
Except
as
otherwise provided herein, no delay of or omission in the exercise of any right,
power or remedy accruing to any party as a result of any breach or default
by
any other party under this Agreement shall impair any such right, power or
remedy, nor shall it be construed as a waiver of or acquiescence in any such
breach or default, or of any similar breach or default occurring later; nor
shall any waiver of any single breach or default be deemed a waiver of any
other
breach or default occurring before or after that waiver.
SECTION
7.08 Reformation
and Severability.
In
case
any provision of this Agreement shall be invalid, illegal or unenforceable,
it
shall, to the extent possible, be modified in such manner as to be valid, legal
and enforceable but so as to most nearly retain the intent of the parties,
and
if such modification is not possible, such provision shall be severed from
this
Agreement, and in either case the validity, legality and enforceability of
the
remaining provisions of this Agreement shall not in any way be affected or
impaired thereby.
SECTION
7.09
Expenses.
Each
party will pay its fees, expenses and disbursements incurred by it and its
agents, representatives, financial advisors, accountants and counsel in
connection with the execution, delivery and performance of this Agreement and
any amendments thereto.
SECTION
6.10 Counterparts.
This
Agreement may be executed simultaneously in two or more counterparts, each
of
which shall be deemed an original and all of which together shall constitute
but
one and the same instrument.
[signature
page follows]
12
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first above written.
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/s/
Xxxx Xxxxxxx
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By:
Xxxx Xxxxxxx
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Its:
CFO
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SERVICES:
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UpSnap
Services, LLC
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/s/
Xxxx Xxxxxxx
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By:
Xxxx Xxxxxxx
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Its:
Manager
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PHILIPP
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/s/
Xxxx Xxxxxxx
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13
