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Exhibit 10.6
ASSET PURCHASE AGREEMENT
BY AND AMONG
CREATIVE MARKETING ASSOCIATES, INC.
VoIP, INC.,
and
eGLOBALPHONE, INC.
February 23, 2005
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TABLE OF CONTENTS
Page
ARTICLE I.
DEFINITIONS.........................................................1
1.1 Certain
Definitions.................................................1
1.2 Other Definitional
Provisions.......................................2
ARTICLE II. PURCHASE AND
SALE..................................................2
2.1 Purchase
Price......................................................2
2.2 Transfer of
Assets..................................................2
ARTICLE III.
CLOSING...........................................................3
3.1
Closing.............................................................3
3.2 Closing
Deliveries..................................................3
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF
SELLER...........................3
4.1 Organization;
Capitalization........................................3
4.2
Authorization.......................................................3
4.3 No Conflict or Violation;
Default...................................3
4.4
Consents............................................................3
4.5
Assets..............................................................4
4.6 Solvency; Fair
Value................................................4
4.7
Litigation..........................................................4
4.8 Tax
Matters.........................................................4
4.9 Intellectual
Property...............................................4
ARTICLE V. REPRESENTATIONS AND WARRANTIES OF
BUYER.............................4
5.1
Organization........................................................4
5.2
Authorization.......................................................5
5.3 No Conflict or Violation;
Default...................................5
5.4
Consents............................................................5
ARTICLE VI.
INDEMNIFICATION....................................................5
6.1 Settlement of
Disputes..............................................5
ARTICLE VII.
MISCELLANEOUS.....................................................6
7.1
Expenses............................................................6
7.2
Notices.............................................................6
7.3
Counterparts........................................................6
7.4 Entire
Agreement....................................................7
7.5
Headings............................................................7
7.6 Assignment; Amendment of
Agreement..................................7
7.7 Non
Waiver..........................................................7
7.8
Severability........................................................7
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ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of
February
23, 2005, is entered into by and among Creative Marketing
Associates, Inc., a
Missouri corporation ("Seller"), VoIP, INC., a Texas corporation
("VOIP"), and
eGLOBALPHONE, INC., a Florida corporation ("Buyer").
RECITALS
WHEREAS, Seller currently owns Customer of Record rights in
certain
telephone numbers, URL's and trademark listed below (ARTICLE I)
useful for the
marketing of voice-over-internet telephone connectivity (the
"Assets");
WHEREAS, Seller desires to sell substantially all of Seller's
Assets,
including all rights and interests associated therewith to
Buyer; and
WHEREAS, VOIP and Buyer desire to purchase from Seller, upon the
terms
and conditions set forth herein, such Assets, rights and
interests;
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the
mutual
covenants and agreements set forth herein, the parties hereby
agree as follows:
ARTICLE I.
DEFINITIONS
1.1 Certain Definitions. The following terms have the
following
meanings when used herein:
(a) "Assets" includes the following assets of Seller, all rights
and
interests associated therewith, and, without limiting the
generality of the
foregoing, shall expressly include the following assets, rights
and interests of
Seller:
(i) all rights of the Customer of Record in the telephone
numbers 1 (800) TALKTIME, 1 (888) TALKTIME and 1 (877)
TALKTIME;
(ii) all rights to the URL's (domain names) 800TALKTIME.COM,
1800TALKTIME.COM, and 1-800-TALKTIME.COM;
(iii) all rights to U.S. Trademark Registration No.
2,209,316
directed to the mark 1-800-TALKTIME and the goodwill
associated
therewith;
(iv) any and all business plans, financial projections, and
similar information pertaining to the Assets;
(v) any and all other intellectual property pertaining to
the
Assets, including trademarks, service marks, proprietary rights
in
trade names, brand names, internet domain names, trade dress,
labels,
logos, slogans and other indications of origin, and copyrighted
works
(including any registrations or applications for registration of
the
foregoing in any jurisdiction and any extensions, modifications
or
renewals thereof) (the "Intellectual Property");
1
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(vi) except as otherwise provided herein, any and all
customer
and supplier lists pertaining to the Assets (including
principal
contacts, addresses and telephone numbers, purchasing history,
payment
information and any other documented information) and other
business
files and information;
(vii) except as otherwise provided herein, all rights,
benefits and interests in and to any and all licenses,
leases,
contracts, agreements, commitments and undertakings pertaining
to the
Assets; and
(viii) all goodwill of Seller pertaining to the Assets.
(b) Other capitalized terms included in this Agreement shall
have the
meaning ascribed to herein.
1.2 Other Definitional Provisions. The language in all parts of
this
Agreement shall be construed, in all cases, according to its
fair meaning.
(a) Terms defined in the singular shall have a comparable
meaning when
used in the plural, and vice versa.
ARTICLE II.
PURCHASE AND SALE
2.1 Purchase Price. Upon the terms and subject to the conditions
set
forth herein, Buyer shall, and hereby does, purchase from Seller
the Assets for
an aggregate purchase price consisting of the following: (the
"Purchase Price"):
a) Cash in the amount of $50,000, was paid on December 13,
2004.
b) Cash in the amount of $50,000, was paid on January 12,
2005.
c) Cash in the amount of $100,000, to be paid on or before
April
1, 2005.
d) Warrants, which will be fully tradable no later than August
1,
2005, to purchase 400,000 shares of the Common Stock of VOIP
at one dollar and seventy cents ($1.70) per share, pursuant
to
the Warrant Agreement attached as Exhibit A.
e) 100,000 shares of restricted VOIP Common Stock Issued
December
30, 2004, said restrictions to be removed so that said
shares
are fully tradable no later than August 1, 2005.
2.2 Transfer of Assets. Upon the terms and subject to the
conditions
set forth herein, Seller shall, and hereby does, sell and
transfer to Buyer all
right, title and interest of Seller in and to the Assets, free
and clear of all
encumbrances of any kind known to Seller.
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ARTICLE III.
CLOSING
3.1 Closing. The closing of the transactions contemplated herein
(the
"Closing") is occurring on the date hereof (the "Closing Date")
and shall be
deemed effective upon the execution and delivery of this
Agreement.
3.2 Closing Deliveries. To effect the sale and transfer of the
Assets
referred to in Section 2.2 hereof, the parties shall, and hereby
do, execute and
deliver, or have delivered, to each other all documents
reasonably necessary to
effect the Closing, except the assignment of said Registration
No. 2,209,316
which may be retained by Seller until payment of cash in the
amount of $100,000
is received by Seller in accordance with Section 2.1(c)
herein.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer and VOIP as follows:
4.1 Organization; Capitalization.
(a) Seller is a Missouri corporation duly organized, validly
existing
and in good standing under the laws of the State of Missouri and
has all
requisite power and authority to own or lease the properties
used in its
business and to carry on such business as presently
conducted.
(b) Seller is duly qualified to do business and is in good
standing as
a foreign limited liability company in each jurisdiction in
which the ownership
of the Assets requires such
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