Phone: 404-230-5705……Fax: 404-230-5710 ASSET & GOODWILL PURCHASE AGREEMENT
EXHIBIT
10.1
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000
Xxxxxxxx Xxxxxx, XX, Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, XX
00000
Phone:
000-000-0000……Fax: 000-000-0000
ASSET
& GOODWILL PURCHASE AGREEMENT
THIS
ASSET & GOODWILL PURCHASE AGREEMENT (the "Agreement") dated as of the
20th
day
of
November, 2006, is made and entered into by and between Winsonic Digital Media
Group, Ltd., a Nevada Corporation (the "Buyer"), DV Photo Shop, with its
principal place of business located at 000 Xxxxxxxx Xxxxxx, XX, Xxxxxxxxxx
Xxxxx, Xxxxx 000, Xxxxxxx, XX 00000 and Sung Yeol “Xxxxx” Xxxx, a Georgia
resident (the "Seller") (the Buyer and the Seller are sometimes referred to
herein collectively as the "Parties").
1.
PURCHASE PRICE AND EXCHANGE OF CONSIDERATION. The
Seller agrees to sell, assign, transfer, convey and deliver to the Buyer at
the
Closing the assets and Goodwill including, but not limited to, all of the
Sellers' respective rights and benefits related to the assets and Goodwill.
In
exchange for the assets and Goodwill and subject to the terms and conditions
of
this Agreement, the Buyer has issued to the Seller a 6% Convertible Subordinated
Promissory Note for Sixty Thousand Dollars ($60,000) in the names of XxxxXxxx
Xxxx, HeungWoo Park, and SunWoo Park, which can be converted into shares of
common stock of the buyer at a rate of $0.58 per share; Sixty Thousand Dollars
($60,000) worth of the Buyer’s common stock at a rate of $0.58 (i.e., 103,448
shares) in the names of XxxxXxxx Xxxx, XxxxxXxx Xxxx, and XxxXxx Xxxx; and
Eighty Thousand Dollars ($80,000) worth of the Buyer’s common stock at a rate of
$0.58 (i.e., 137,931 shares) in the name of Sung Xxxx Xxxx. The payment required
by this Section 1 shall not be affected by the death or disability of the Seller
or the breach or termination by Seller of any agreement (other than this
Agreement) between Seller and the Buyer.
2. CLOSING/TERMINATION.
The sale
and assignment of the Assets and Goodwill (the "Closing") shall take place
at
the offices of the Buyer on November 20, 2006, or at such other time and date
as
the Buyer and the Seller may agree (the "Closing Date"). The effective time
of
the transactions contemplated hereby shall be 12:01 a.m. on the Closing
Date.
3.
REPRESENTATIONS AND WARRANTIES.
The
Seller personally represents and warrants to the Buyer as follows:
4.
REPRESENTATIONS
AND COVENANTS OF BUYER.
The
Buyer represents and warrants as follows:
5.
PRESERVATION
AND MAINTENANCE OF THE ASSETS & GOODWILL.
The
Seller shall cooperate with the Buyer after the Closing Date in connection
with
all reasonable actions deemed necessary by the Buyer to transition the economic
value of the Assets and Goodwill to the Buyer.
6.
SURVIVAL.
The
representations, warranties, covenants and agreements of the Parties contained
in this Agreement or in any writing delivered pursuant to the provisions of
this
Agreement or in connection with this Agreement shall survive the Closing Date
and for three (3) years thereafter, and shall not be affected by any examination
made on behalf of the Parties.
(a)
If to
Buyer, addressed to it at:
000
Xxxxxxxx Xxxxxx, XX
Centennial
Tower, Suite 2600
Xxxxxxx,
XX 00000
Telephone
#: (000) 000-0000
Facsimile
#: (0000 000-0000
(b)
If to
the Sellers, addressed to him at:
Sung
Xxxx
Xxxx
0000
Xxxxxx Xxxx Xxxx
Xxxxxx,
Xxxxxxx 00000
Telephone
#: (000) 000-0000
7.6
APPLICABLE LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF GEORGIA WITHOUT REGARD TO SUCH STATE'S CONFLICTS
OF LAWS OR CHOICE OF LAW RULES.
SELLER: | BUYER: | |
WINSONIC DIGITAL MEDIA GROUP, LTD. | ||
/s/
Sung Yeol Xxxx
Xxxx Yeol “Xxxxx” Xxxx |
|
|
By: | /s/ Xxxxxxx Xxxxxxx | |
Xxxxxxx
Xxxxxxx
Chairman/CEO
|