GOODWILL PURCHASE AGREEMENT
THIS GOODWILL PURCHASE AGREEMENT (the "Agreement") is made and entered
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into this 15th day of August 2006, by and between AYIN HOLDING COMPANY INC., a
Delaware corporation ("Purchaser") and Xxxxxxx X. Xxxxxxxx, a Louisiana resident
("Seller").
RECITALS
WHEREAS, Seller is the founder, President and sole shareholder of
Xxxxxxxx Site Acq., Inc., a Louisiana corporation (the "Company") which is
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selling its wireless communications site acquisition and project management
business (the "Business") to Purchaser pursuant to a separate Stock Purchase
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Agreement dated June 20, 2006 (the "Stock Purchase Agreement"). Terms not
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otherwise defined herein shall have the meaning set forth in the Stock Purchase
Agreement;
WHEREAS, Seller has been principally responsible for development of
all sales and marketing activities of the Company since its inception in August
13, 1998 and has never had an employment contract with the Company;
WHEREAS, Seller has been involved in the Business for over eight years
and has gained extensive experience in the Business during that time;
WHEREAS, during this time and based on his personal efforts, ability,
knowledge and reputation in the business, Seller has developed a substantial
personal following which includes relationships with suppliers and customers of
the Business listed on Exhibit "A" attached hereto (the "Customer List") and
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WHEREAS, Purchaser desires to purchase from Seller and Seller desires
to sell to Purchaser the Customer List and Seller's relationship with the
persons listed thereon (the "Goodwill").
NOW, THEREFORE, for and in consideration of the premises and mutual
covenants and agreements provided for herein, the parties hereto agree as
follows:
Section 1. Purchase and Sale. Subject to the terms and conditions
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hereunder, Seller hereby sells, transfers, assigns, conveys and delivers to
Purchaser, and Purchaser hereby purchases, accepts and receives from Seller the
Customer List and the Goodwill.
Section 2. Purchase Price: Payments. The aggregate purchase price for the
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Customer List and the Goodwill to be paid by Purchaser shall be $13,500,000, and
shall be paid to the Seller as follows: (i) an amount equal to $8,100,000 shall
be paid to the Seller in immediately available finds; and (ii) a promissory note
in the principal amount of $5,400,000, and bearing simple interest at a rate
equal to nine percent (9%) per annum, in the form attached hereto as Exhibit A,
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shall be delivered to the Seller.
Section 3. Non-Compete Covenant. In order to more fully secure to the
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Purchaser the benefits of the Purchaser's purchase of the Customer List and the
Goodwill, Seller has separately entered into a Non-Compete Agreement with
Company, of even date herewith.
Section 4. Successors and Assigns. This Agreement shall be binding upon and
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inure to the benefits of the parties hereto and their respective successors,
assigns, heirs and personal representatives; provided, however, that Seller may
not assign any of his rights, title or interest in this Agreement.
Section 5. Amendment; Waiver. No change or modification of this Agreement
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shall be valid or binding unless in writing and signed by the party intended to
be bound. No waiver of any provision of this Agreement shall be valid unless in
writing and signed by the party against whom the waiver is sought to be
enforced. A valid waiver of any provision of this Agreement shall be limited to
the instance specified in such writing and, unless otherwise expressly stated,
shall not be effective as a continuing waiver or repeal of such provision.
Section 6. Governing Law. The validity, performance, construction and
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effect of this Agreement shall be
governed by the substantive laws of the State of Delaware, without regard to the
provisions for choice of law thereunder. Any dispute arising hereunder shall be
settled in accordance with the dispute resolution provisions set forth in the
Stock Purchase Agreement.
Section 7. Entire Agreement. This Agreement, including Exhibit "A",
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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.
Section 8. Enforcement. If any legal action arises relating to this
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Agreement, the prevailing party shall be entitled to recover all costs,
expenses, and reasonable attorneys' fees incurred because of such legal action.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
PURCHASER:
AYIN HOLDING COMPANY INC.
By:
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Name:
Title:
SELLER:
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Xxxxxxx X. Xxxxxxxx
(Signature page to Goodwill Purchase Agreement)
EXHIBIT "A"
Customer List
Cingular Wireless
Xxxxx Xxxxxx Xxxx
0000 X. Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
Cingular Wireless
Xxxxxxx Xxxxxx
0000 Xxxxxx Xxxxxx Xxxxxx
Xx Xxxx, XX 00000
Cingular Wireless
Xxxxx Xxxx
0000 X. Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
Cingular Wireless
Xxx Xxxxxxxxx
0000 X. Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
Complete Tower Sources, Inc.
000 Xxxxxxx Xxxx
Xxxxxxxx, XX 00000
Xxxxxxx Tide
000 Xxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Xxxxxxx Corporation
Xxxxx Xxxxxx
000 Xxxxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
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