AGREEMENT
OF A
ASSET ACQUISITION
AGREEMENT
Between
INFORMATION
ARCHITECTS CORPORATION
And
XTREME OUTDOOR
NETWORK, LLC.
Dated July 24, 2006
AGREEMENT OF
INTENT
THIS AGREEMENT OF INTENT (hereinafter referred to as this
"Agreement") is entered into as of this 25th day of May, 2006 by
and between INFORMATION ARCHITECTS CORPORATION (IACH as to
this agreement) a North Carolina Corporation (hereinafter referred
to as “ IACH” ) and XTREME OUTDOOR NETWORK,
LLC., An Tennessee Limited Liability Corporation (LLC as to this
agreement) (hereinafter referred to as " LLC “ ),
upon the following premises:
Premises
WHEREAS , INFORMATION ARCHITECTS CORPORATION is a publicly
held corporation organized under the laws of North
Carolina;
WHEREAS , Management of the constituent corporations have
determined that it is in the best interest of the parties that IACH
acquire ownership of LLC, as defined in the attached schedules, in
exchange for the issuance of certain shares of IACH (the
"Exchange).
INTENDED
NOW THEREFORE , on the stated premises and for and in consideration
of the mutual covenants and agreements hereinafter set forth and
the mutual benefits to the parties to be derived here from, it is
hereby agreed as follows:
ARTICLE
I
REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF LLC
As an inducement to, and to obtain the
reliance of IACH, except as set forth on the LLC Schedules (as
hereinafter defined), LLC represents, and warrants as
follows:
Section 1.01
Organizations . LLC is a Corporation duly organized,
validly existing, and in good standing under the laws of California
and has the corporate power and is duly authorized, qualified,
franchised, and licensed under all applicable laws, regulations,
ordinances, and orders of public authorities to own all of its
properties and assets and to carry on its business in all material
respects as it is now being conducted, including qualification to
do business as a foreign corporation in the states or countries in
which the character and location of the assets owned by it or the
nature of the business transacted by it requires qualification,
except where failure to be so qualified would not have a material
adverse effect on its business. The execution and delivery of this
Agreement does not, and the consummation of the transactions
contemplated hereby will not, violate any provision of LLC’S
Corporation documents, or otherwise to authorize the execution and
delivery of this Agreement. LLC has full power, authority,
and legal right and has taken all action required by law and
otherwise to consummate the transactions herein
contemplated.
Section 1.01
Title and Related Matters
. LLC has good and marketable
title to all of the assets free and clear of all liens, pledges,
charges, or encumbrances. LLC owns, free and clear of any
liens, claims, encumbrances, royalty interests, or other
restrictions or limitations of any nature whatsoever, any and all
products it is currently manufacturing, including the underlying
technology and data, and all procedures, techniques, marketing
plans, business plans, methods of management, or other information
utilized in connection with LLC and LLC has not
received any notice of infringement of or conflict with asserted
rights of others with respect to any product, technology, data,
trade secrets, know-how, propriety techniques, trademarks, service
marks, trade names, or copyrights which, individually or in the
aggregate, if the subject of an unfavorable decision, ruling or
finding, would have a materially adverse effect on the business,
operations, financial condition, income, or business prospects of
LLC or any material portion of its properties, assets, or
rights.
Section 1.02
Contracts . There are no "material" contracts,
agreements, franchises, license agreements, debt instruments or
other commitments to which LLC is a party or by which it or any of
its patents, assets, products, technology, or properties are bound
other than those incurred in the ordinary course of business (as
used in this Agreement, a "material" contract, agreement,
franchise, license agreement, debt instrument or commitment is one
which (i) will remain in effect for more than six (6) months after
the date of this Agreement or (ii) involves aggregate obligations
of at least twenty five thousand dollars ($25,000);
a)
All contracts, agreements, franchises,
license agreements, and other commitments to which LLC is a party
or by which its properties are bound and which are material to the
operations of LLC taken as a whole are valid and enforceable by LLC
in all respects, except as limited by bankruptcy and
insolvency laws and by other laws affecting the rights of creditors
generally;
b)
LLC is not a party to or bound by, and
the properties of LLC are not subject to any contract, agreement,
other commitment or instrument; any charter or other corporate
restriction; or any judgment, order, writ, injunction, decree, or
award which materially and adversely affects, the business
operations, properties, assets, or condition of LLC; and
c)
LLC is not a party to any agreement,
contract, or indenture relating to the borrowing of money, guaranty
of any obligation, other than one on which LLC is a primary
obligor, for the borrowing of money or otherwise, excluding
endorsements made for collection and other guaranties of
obligations which, in the aggregate do not exceed more than one
year or providing for payments in excess of $25,000 in the
aggregate; (vi) collective bargaining agreement; or agreement
with any present or former officer or director of LLC.
Section 1.03
No Conflict With Other
Instruments . The
execution of this Agreement and the consummation of the
transactions contemplated by this Agreement will not result in the
breach of any term or provision of, constitute an event of default
under, or terminate, accelerate or modify the terms of any material
indenture, mortgage, deed of trust, or other material contract,
agreement, or instrument to which LLC is a party or to which
any of its properties or operations are subject.
Section 1.04
Governmental Authorizations
. Except as set forth in the LLC
Schedules, LLC has all licenses, franchises, permits, and other
governmental authorizations that are legally required to enable it
to conduct its business in all material respects as conducted on
the date hereof. Except for compliance with federal and state
securities and corporation laws, as hereinafter provided, no
authorization, approval, consent, or order of, or registration,
declaration, or filing with, any court or other governmental body
is required in connection with the execution and delivery by LLC of
this Agreement and the consummation by LLC of the transactions
contemplated hereby.
Section 1.05
Valid Obligation
. This Agreement and all agreements
and other documents executed by LLC in connection herewith
constitute the valid and binding obligation of LLC, enforceable in
accordance with its or their terms, except as may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting
the enforcement of creditors' rights generally and subject to the
qualification that the availability of equitable remedies is
subject to the discretion of the court before which any proceeding
therefore may be brought.
ARTICLE
II
REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF IACH
As an inducement to, and to obtain the
reliance of LLC and the LLC Shareholders, IACH represents and
warrants as follows:
Section 2.01
Organization . IACH is a corporation duly organized, validly
existing, and in good standing under the laws of the North Carolina
and has the corporate power and is duly authorized, qualified,
franchised, and licensed under all applicable laws, regulations,
ordinances, and orders of public authorities to own all of its
properties and assets, to carry on its business in all material
respects as it is now being conducted, and except where failure to
be so qualified would not have a material adverse effect on its
business, there is no jurisdiction in which it is not qualified in
which the character and location of the assets owned by it or the
nature of the business transacted by it requires qualification The
execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated hereby will not,
violate any provision of IACH's certificate of incorporation or
bylaws. IACH has taken all action required by law, its
certificate of incorporation, its bylaws, or otherwise to authorize
the execution and delivery of this Agreement, and IACH has full
power, authority, and legal right and has taken all action required
by law, its certificate of incorporation, bylaws, or otherwise to
consummate the transactions herein contemplated.
Section 2.03
Securities Filings; Financial
Statements.
(a)
IACH is required to file forms or reports
with the Securities and Exchange Commission and is in compliance
with all such requirements.
Section 2.04
Information. The information concerning IACH set forth in
this Agreement and the IACH SEC filings are complete and accurate
in all material respects and do not contain any untrue statements
of a material fact or omit to state a material fact required to
make the statements made, in light of the circumstances under which
they were made, not misleading. In addition, IACH has fully
disclosed in its filings to LLC (through this Agreement or the IACH
Schedules) all information relating to matters involving IACH or
its assets or its present or past operations or activities which
(i) indicated or may indicate, in the aggregate, the existence of a
greater than $25,000 liability or diminution in value, (ii) have
led or may lead to a competitive disadvantage on the part of IACH
or (iii) either alone or in aggregation with other information
covered by this Section, otherwise have led or may lead to a
material adverse effect on the transactions contemplated herein or
on IACH, its assets, or its operations or activities as presently
conducted or as contemplated to be conducted after the Closing
Date, including, but not limited to, information relating to
governmental, employee, environmental, litigation and securities
matters and transactions with affiliates.
Section 2.05
Absence of Certain Changes or
Events. Except as
disclosed in its filings or permitted in writing by LLC, since the
date of the most recent IACH filings:
(a)
There has not been (i) any material
adverse change in the business, operations, properties, assets or
condition of IACH or (ii) any damage, destruction or loss to IACH
(whether or not covered by insurance) materially and adversely
affecting the business, operations, properties, assets or condition
of IACH;
(b)
IACH has not (i) amended its certificate
of incorporation or bylaws; (ii) declared or made, or agreed to
declare or make any payment of dividends or distributions of any
assets of any kind whatsoever to stockholders or purchased or
redeemed, or agreed to purchase or redeem, any of its capital
stock; (iii) waived any rights of value which in the aggregate are
outside of the ordinary course of business or material considering
the business of IACH; (iv) made any material change in its method
of management, operation, or accounting; (v) entered into any
transactions or agreements other than in the ordinary course of
business; (vi) made any accrual or arrangement for or payment of
bonuses or special compensation of any kind or any severance or
termination pay to any present or former officer or employee;
(vii) increased the rate of compensation payable or to become
payable by it to any of its officers or directors or any of its
salaried employees whose monthly compensation exceed $1,000; or
(viii) made any increase in any profit sharing, bonus,
deferred compensation, insurance, pension, retirement, or other
employee benefit plan, payment or arrangement, made to, for or with
its officers, directors, or employees;
(c)
IACH has not (i) granted or agreed to
grant any options, warrants, or other rights for its stock, bonds,
or other corporate securities calling for the issuance thereof;
(ii) borrowed or agreed to borrow any funds or incurred, or become
subject to, any material obligation or liability (absolute or
contingent) except liabilities incurred in the ordinary course of
business; (iii) paid or agreed to pay any material obligations or
liabilities (absolute or contingent) other than current liabilities
reflected in or shown on the most recent IACH balance sheet and
current liabilities incurred since that date in the ordinary course
of business and professional and other fees and expenses in
connection with the preparation of this Agreement and the
consummation of the transaction contemplated hereby; (iv) sold or
transferred, or agreed to sell or transfer, any of its assets,
properties, or rights (except assets, properties, o
