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ASSET PURCHASE AGREEMENT
AGREEMENT, dated as of January 5, 2007, which
shall be effective as of December 29, 2006 among Globalnet
Corporation, a Nevada corporation with offices at 2616 South Loop
West, Suite 660, Houston, Texas 77054("Globalnet"), and Dibz
International, Inc., a Delaware corporation with offices at 9595
Six Pines - Market Street, Building 8, Level 2, The Woodlands, TX
77380 (the "Dibz").
RECITALS
A. Globalnet is the
borrower of $3,000,000 worth of indebtedness held by New Millennium
Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW
Offshore, Ltd. and AJW Partners, LLC.
B. Dibz desire to
acquire such debt from Globalnet in consideration for certain
assets of Dibz.
C. Globalnet desires
to sell the same to Dibz.
NOW, THEREFORE, in consideration
of the mutual representations, warranties, covenants and agreements
herein set forth, the parties hereto hereby agree as
follows:
1. Sale of Assets. Subject to
the terms and conditions of this Agreement, at the closing under
this Agreement (the "Closing"), Dibz shall sell, convey, assign,
transfer and deliver to Globalnet, and Globalnet shall purchase,
acquire and accept from Dibz the non-exclusive right, title, and
interest in and to a copy of all the iDialDirect technology set
forth on Exhibit A (the "Assets")
Both Globalnet and Dibz acknowledge that Dibz
shall retain a copy of all the Assets set forth on Exhibit A. In
the event that either party shall make any modifications to any of
the Assets after the date of this Agreement, such party shall
retain the exclusive right to such modifications.
2. Purchase Consideration. In
consideration of the purchase and sale of the Assets, Globalnet
shall convey all rights, title and interest to Three Million
Dollars worth of indebtedness held by New Millennium Capital
Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd.
and AJW Partners, LLC (the " Purchase Consideration ") to
Dibz at the Closing. Furthermore, Dibz shall be entitled to use up
to $50,000 worth of services per month, on a non-cumulative basis,
to be provided by Globalnet pursuant to an operating agreement
entered into contemporaneously with the execution of this
Agreement. A copy of such operating agreement is attached hereto as
Exhibit C.
It is expressly understood that neither party
shall not assume, pay or be liable for any liability or obligation
of either party of any kind or nature at any time existing or
asserted, whether, known, unknown, fixed, contingent or otherwise,
not specifically assumed herein by such party.
3. Closing.
3.1 Place and
Time . The Closing shall take place at the offices of
Sichenzia Ross Friedman Ference LLP, 1065 Avenue of the Americas,
21st Floor, New York, New York 10018, at 10:00 a.m. on January 5,
2007, or at such other time or place as Purchaser and Seller may
mutually agree as may be evidenced by their effecting the Closing
(the "Closing Date").
3.2 Deliveries by
Globalnet . At the Closing, Globalnet shall deliver the
following to the Dibz:
(a) the Purchase
Consideration in the form of a promissory note in the name of Dibz
for Three Million Dollars (the "Note").
(b) All other
documents, certificates, instruments or writings reasonably
required by Dibz to be delivered by Seller at or prior to the
Closing pursuant to this Agreement.
(c) A waiver from
New Millennium Capital Partners II, LLC, AJW Qualified Partners,
LLC, AJW Offshore, Ltd. and AJW Partners, LLC as to the transfer of
the Purchase Consideration to Dibz.
(d) Such deeds,
bills of sale, assignments and other instruments of conveyance and
transfer, and such powers of attorney, as shall be effective to
vest in Dibz title to or other interest in, and the right to full
custody and control of, the Purchase Consideration, free and clear
of all liens, charges, encumbrances and security interests
whatsoever including, but not limited to, the Letter Agreement
annexed hereto as Exhibit 3.2(d) .
3.3 Deliveries by
Dibz . At the Closing, Globalnet shall deliver the following
to the Dibz:
(a) A copy of all of
the Assets including without limitation all books and records
related thereto and/or the rights to take possession
thereof.
(b) All other
documents, certificates, instruments or writings reasonably
required by Seller to be delivered by Purchaser at or prior to the
Closing pursuant to this Agreement.
3.4 Proceedings . All proceedings which shall be taken and
all documents which shall be executed and delivered by the parties
on the Closing Date shall be deemed to have been taken and executed
simultaneously, and no proceeding shall be deemed taken nor any
documents executed or delivered until all have been taken, executed
and delivered.
3.5 Conditions to
Dibz' Obligations . The obligations of Dibz to effect the
Closing shall be subject to the satisfaction at or prior to the
Closing of the following conditions, any one or more of which may
be waived by Purchaser:
(a) There shall not
be in effect any injunction, order or decree of a court of
competent jurisdiction that prohibits or delays consummation of any
or all of the transactions contemplated in this Agreement nor shall
any proceeding seeking any of the foregoing have been
commenced.
(b) The
representations and warranties of Globalnet set forth in this
Agreement shall be true and correct in all material respects as of
the date of this Agreement and as of the Closing Date as though
made at such time.
(c) Globalnet shall
have performed and complied in all material respects with the
agreements contained in this Agreement required to be performed and
complied with by it prior to or at the Closing.
(d) Dibz shall have
received a certificate to the effect set forth in clauses (b) and
(c) above signed by Globalnet.
3.6 Conditions to
Globalnet's Obligations . The obligations of Globalnet to
effect the Closing shall be subject to the satisfaction at or prior
to the Closing of the following conditions, any one or more of
which may be waived by Globalnet:
(a) There shall not
be in effect any injunction, order or decree of a court of
competent jurisdiction that prohibits or delays the consummation of
any or all of the transactions contemplated herein nor shall any
proceeding seeking any of the foregoing have been
commenced.
(b) The
representations and warranties of Dibz set forth in this Agreement
shall be true and correct in all material respects as of the date
of this Agreement and as of the Closing Date as though made at such
time.
(c) Dibz shall have
performed and complied in all material respects with the agreements
contained in this Agreement required to be performed and complied
with by it prior to or at the Closing.
(d) Globalnet shall
have received a certificate to the effect set forth in clauses (b)
and (c) above signed by the Dibz.
4. Representations and Warranties of Globalnet.
Globalnet hereby represents and warrants to Dibz as
follows:
(a) Globalnet has
the right, power, authority and capacity to execute and deliver
this Agreement and to perform its obligations under this
Agreement.
(b) Neither the
execution, delivery or performance of this Agreement by Globalnet
nor the consummation by Globalnet of the transactions contemplated
hereby will, directly or indirectly (with or without notice or
lapse of time or both):
(i) contravene,
conflict with or result in a violation or breach of (A) any legal
requirement or any governmental order to which Globalnet or any of
the properties or assets owned or used by Globalnet may be subject,
or (B) any authorization, license or permit of any governmental
authority, including any private investigatory license or other
similar license, which is held by Globalnet or that otherwise
relates to the business of, or any of the assets owned or used by
Globalnet;
(ii) result in a
violation or breach of or constitute a default, give rise to a
right of termination, cancellation or acceleration, create any
entitlement to any payment or benefit or require the consent or
approval of or any notice to or filing with any third party under
any contract to which Globalnet is a party or to which his or his
properties or assets may be bound, or require the consent or
approval of or any notice to or filing with any governmental
authority to which the Globalnet or his properties or assets may be
subject; or
(iii) result in the
imposition or creation of any encumbrance upon or with respect to
any of the properties or assets owned or used by
Globalnet.
4.2 No
Undisclosed Liabilities . Globalnet has no material liabilities or obligations of any
nature (whether absolute, accrued, contingent, or otherwise) with
respect to the Purchase Consideration except for liabilities or
obligations which have previously been disclosed to Dibz and
current liabilities incurred in the ordinary course of business,
which current liabilities are consistent with the representations
and warranties contained in this Agreement and will not,
individually or in the aggregate, have a material adverse change in
the business, operations, properties, prospects, liabilities,
results of operations, assets or condition (financial or otherwise)
of Globalnet.
4.3 Taxes
. Globalnet has properly and timely filed all federal, state and
local Tax returns and has paid all Taxes, assessments and penalties
due and payable. All such Tax returns were complete and correct in
all respects as filed, and no claims have been assessed with
respect to such returns. There are no present, pending, or
threatened audit, investigations, assessments or disputes as to
Taxes of any nature payable by the Seller, nor any Tax liens
whether existing or inchoate on any of the assets of the Seller,
except for current year Taxes not presently due and payable. The
federal income Tax returns of the Seller have never been audited.
No IRS or foreign, state, county or local Tax audit is currently in
progress. The Globalnet has not waived the expiration of the
statute of limitations with respect to any Taxes. There are no
outstanding requests by the Globalnet for any extension of time
within which to file any Tax return or to pay Taxes shown to be due
on any Tax return. Other than with respect to Globalnet, Globalnet
is not liable for Taxes of any other person or entity or is
currently under any contractual obligation to indemnify any person
or entity with respect to Taxes or is a party to any Tax sharing
agreement or any other agreement providing for payments by the
Seller with respect to Taxes.
For purposes of this Agreement, the term "Tax"
shall mean any United States federal, national, state, provincial,
local or other jurisdictional income, gross receipts, property,
sales, use, license, excise, franchise, employment, payroll,
estimated, alternative or add-on minimum, ad valorem, transfer or
excise tax, or any other tax, custom, duty, governmental fee or
other like assessment or charge imposed by any governmental
authority, together with any interest or penalty imposed
thereon.
4.4 Compliance
with Law; Governmental Authorizations . To the best of
Globalnet’s knowledge, Globalnet is in compliance with all
federal, state and local laws, authorizations, licenses and permits
of any governmental authority and all governmental orders affecting
the properties and assets of Globalnet, including federal, state
and local: (i) Occupational Safety and Health Laws; (ii) private
investigatory and other similar laws; (iii) the Fair Credit
Reporting Act and similar state and local laws; and (iv) laws
regarding or relating to trespass or violation of privacy rights.
Globalnet has not been charged with violating, nor to the knowledge
of Globalnet, threatened with a charge of violating, nor, to the
knowledge of Globalnet, is Globalnet under investigation with
respect to a possible violation of any provision of any federal,
state or local law relating to any of, properties or
assets.
4.5 Effect of
Agreement . This Agreement has been duly executed and
delivered by Globalnet and constitutes, and such other agreements
and instruments to be executed by Globalnet pursuant hereto, when
so duly executed and delivered, will constitute, legal, valid and
binding obligations of Globalnet, enforceable in accordance with
their respective terms, except as such enforcement may be limited
by bankruptcy, insolvency, reorganization, receivership, moratorium
or other similar laws relating to or affecting the rights of
creditors generally and by general equity principles (regardless of
whether such enforcement is considered in a proceeding in equity or
at law).
4.6 Broker's
Fees . Globalnet has not employed any broker or finder or
incurred any liability for any broker's or finder's fees or
commissions in connection with this Agreement or the transactions
contemplated herein.
4.7 Title to
Purchase Consideration . After giving effect to the
transactions contemplated by this Agreement, Dibz will have good
and valid title to the Purchase Consideration, free and clear of
all, liens, encumbrances, restrictions, security interests,
mortgages, and claims (including any related to duty or customs),
except with respect to any of the foregoing which may be incurred
by Dibz.
4.7 Disclosure . No representation or warranty by Globalnet
in
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