ASSET PURCHASE AGREEMENT

 

 

 

ASSET PURCHASE AGREEMENT

 

between

 

NOWAUTO INC. AND

ITS SUBSIDIARIES

as Seller

 

and

 

GLOBAL-E INVESTMENTS, INC.

as Purchaser

 

 

 

TABLE OF CONTENTS

 

1. Purchase and Sale of Assets.	1
1.1. Purchased Assets	1
1.2. Purchase Price for Assets	2
1.3. Payment of Purchase Price	3
2. Liabilities of NowAuto	3
3. Creditor Matters	3
4. No Adjustment of Purchase Price	3
5. Approvals, Permits, Licenses and Authorizations	3
6. Brokerage Commissions	3
7. Ownership of Global-E Following the Closing	3
8. Representations and Warranties	4
8.1. Representations and Warranties of NowAuto	4
8.2 Representations and Warranties of Global-E	5
9. Particular Covenants	6
9.1. Risk of Loss	6
9.2. Full Access	6
9.3. Furnishing of Certain Information	6
10. Closing	6
10.1. Time, Date and Place	6
10.2. Conditions to Close	6
10.3. Actions to Be Taken at the Closing	7
10.4. Contemporaneous Transfer	8
10.5. Operation of NowAuto's Business	8
11. Indemnification by NowAuto to Global-E	8
11.1. Indemnification by NowAuto	8
11.2 Survival of Obligation to Indemnify	8
11.3 Notice and Procedure	9
12. Taxes in Connection with the Transaction	10
13. Miscellaneous	10
13.1. Survival of Representations, Warranties and Agreements	10
13.2. Notices	10
13.3. Entire Agreement	11
13.4. Assignability	11
13.5. Binding Effect; Benefit	11
13.6. Severability	11
13.7. Amendment; Waiver	11
13.8. Section Headings	11
13.9. Counterparts and Facsimile Signatures	11
13.10. Applicable Law; Jurisdiction and Venue; Service of Process	11
13.11. Legal Expenses	11
13.12. Remedies	12
13.13. Further Assurances	12
13.14. Use of Genders	12
13.15 Waiver of Conflict of Interest	12

 

 

SCHEDULES

 

1.1.5 – Patents, Patents Pending, Patentable Technology,

            Copyrights, Trade Names and Service Marks of NowAuto

 

 

 

 

 

ASSET PURCHASE AGREEMENT

 

 

THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into on __________, 2005, by and between Sunburst Car Company, Inc. and Navicom Inc. , both of which are Arizona corporations, and subsidiaries of NowAuto, Inc., a Nevada corporation (the three entities are collectively referred to as "NowAuto"), and Global-E Investments, Inc. , a Nevada corporation ("Global-E").

 

EXPLANATORY STATEMENT

 

A.

NowAuto is engaged primarily in the retail sales of used automobiles and through its subsidiaries is also engaged in the development of software and other technologies in support of its retail sales and sales price collection activities.

 

B.

Global-E desires to purchase and NowAuto desires to sell and transfer to Global-E, all of the assets and liabilities of NowAuto on the terms and conditions stated herein.

 

NOW THEREFORE, for and in consideration of the Explanatory Statement that shall be deemed a substantive part of this Agreement, and the mutual covenants, promises, agreements, representations and warranties contained herein, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by the parties, the parties hereto agree, represent and warrant as follows:

 

1.

Purchase and Sale of Assets .

 

1.1.

Purchased Assets . Global-E agrees to purchase from NowAuto, and NowAuto agrees to sell, transfer and assign to Global-E, all of the assets, wherever located, which are owned by NowAuto, or in which NowAuto has any rights, title or interest (to the extent of such right, title or interest) (collectively referred to herein as the "Purchased Assets"). The Purchased Assets shall include, but shall not be limited to, all of NowAuto's right, title and interest in the following:

 

 

1.1.1.

All of the rights, tangible and intangible, and leasehold interests in personal or real property of NowAuto under all of its contracts, agreements, leases, licenses, instruments or commitments through the "Closing" (as defined below);

 

1.1.2.

All rights in and to any governmental and private permits, licenses, certificates of occupancy, franchises and authorizations, to the extent assignable, used in connection with the Purchased Assets;

 

1.1.3.

All automobiles, equipment, inventory, raw materials, work-in progress and replacement parts and materials, and all other equipment, parts and materials used in connection with the Purchased Assets (collectively, the "Inventory");

 

1

 

 

 

 

1.1.4.

All rights in and to any requirements, processes, formulations, methods, technology, know-how, trade secrets, designs, inventions and other proprietary rights and all documentation embodying, representing or otherwise describing any of the foregoing, owned or held by NowAuto in connection with the Purchased Assets (the assets described in Sections 1.1.4 through 1.1.7 are referred to as the "Intangible Property Rights");

 

1.1.5.

All patents, patents pending, patentable technology, copyrights, trade names and service marks of NowAuto used in or related to the Purchased Assets, all of which are set forth in Schedule 1.1.5 , and all applications therefor, and all documentation embodying, representing or otherwise describing any of the foregoing;

 

1.1.6.

All rights in and to the customer lists, promotion lists, supplier lists, marketing data and other compilations of names and data developed in connection with the Purchased Assets;

 

1.1.7.

All of NowAuto's rights in and to computer software programs (including software developed by it or licensed to it) used in connection with the Purchased Assets or developed or under development by, or on behalf of, NowAuto in connection with the Purchased Assets or developed or under development by, or on behalf of, NowAuto in connection with NowAuto's business, including the source code, object code and documentation for such software, in each case to the extent that NowAuto possesses and has a right to possess and transfer the same;

 

1.1.8.

All causes of action, claims, suits, proceedings, judgments or demands, of or held by NowAuto against third parties;  

 

1.1.9.

All accounts and notes receivable of NowAuto existing as of the Closing;

 

1.1.10.

Copies of all account lists, files, books and records, including personnel records, publications, and other records and data used in connection with the Purchased Assets;

 

1.1.11.

All goodwill associated with the Purchased Assets, including the Intangible Property Rights;

 

1.1.12.

All bank accounts, investment accounts, deposits and other funds held by or on behalf of NowAuto; and

 

1.1.13.

All other assets of any kind, nature or description owned by NowAuto not otherwise described in this Section 1.1.

 

1.2.

Purchase Price for Assets . The purchase price ("Purchase Price") for the Purchased Assets shall be the transfer to NowAuto of 8,157,661 restricted shares of the $.001 par value common stock of Global-E.

  

 

2

 

 

 

 

 

1.3.

Payment of Purchase Price . On the terms and subject to the conditions of this Agreement, at Closing Global-E shall pay the Purchase Price to NowAuto by the issuance of the shares of Global-E common stock representing the Purchase Price.

 

2.

Liabilities of NowAuto . Global-E assumes and shall be solely liable and responsible for all debts, obligations, duties, and liabilities of NowAuto incurred prior to the date this Agreement is closed (the "Closing") and shall indemnify and hold NowAuto harmless therefrom.

 

3.

Creditor Matters . The transactions contemplated by this Agreement are intended by the parties to be a contemporaneous exchange between NowAuto and Global-E and will be accomplished at Closing. The transactions contemplated by this Agreement represent a regularly conducted, noncollusive sale, and have been negotiated by the parties in an arm's length manner with due regard for the respective obligations of the parties and value of the assets transferred.

 

4.

No Adjustment of Purchase Price . The Purchase Price will not be adjusted at Closing for any prorations.

 

5.

Approvals, Permits, Licenses and Authorizations . Promptly after the execution of this Agreement, NowAuto and Global-E shall use their best efforts to obtain such approvals, consents, permits, licenses and authorizations, if any, of all Governments and Governmental Agencies (as hereinafter defined) as may be required to complete lawfully the transactions contemplated hereby and to enable Global-E to acquire the Purchased Assets in full compliance with any and all applicable laws, rules and regulations. NowAuto agrees to cooperate fully, execute, acknowledge, swear to and deliver such instruments and documents and take all such other and further actions as may be necessary or desirable in order to obtain such approvals, consents, permits, licenses and authorizations.

 

6.

Brokerage Commissions . Each party hereto represents to the other party that it has not incurred any obligation or liability, contingent or otherwise, for brokerage fees, finder's fees, agent's commissions, or the like in connection with this Agreement.

 

7.

Ownership of Global-E Following the Closing. Global-E currently has 6,800,000 shares of its common stock outstanding of which 5,250,000 shares will be returned to Global-E by Global-E's two principal stockholders (Jamie Kerr and John Schaffer) in exchange for Global-E conveying all of its golf related assets to these two stockholders. Global-E shall also release the three year lock-up on the 50,000 shares held by Messrs. Kerr and Shaffer. Accordingly, following the Closing the ownership of Global-E shall be as follows:

 

 

3

 

 

 

 

Jamie Kerr and John Schaffer	50,000 shares
Original Regulation D Investors	1,500,000 shares
NowAuto	8,157,661 shares
Total:	9,707,661 shares

 

8.

Representations and Warranties .

 

 

8.1.

Representations and Warranties of NowAuto . NowAuto represents and warrants to Global-E as of the date hereof and as of the Closing that:

 

8.1.1.

Ownership of NowAuto; Power . NowAuto has the power and authority to sell, assign, transfer and deliver the Purchased Assets to Global-E in accordance with the terms of this Agreement and to consummate the transactions contemplated hereby.

 

8.1.2.

Due Organization and Good Standing . NowAuto is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. NowAuto has full right, power and authority to own, lease and operate its properties and assets, and to carry on its business. NowAuto is duly licensed, qualified and authorized to do business in each jurisdiction in which the properties and assets owned by it or the nature of the business conducted by it make such licensing, qualification and authorization legally necessary. NowAuto is not in breach or violation of, and the execution, delivery and performance of this Agreement will not result in a breach or violation of, any of the provisions of NowAuto's Articles of Incorporation, Bylaws or any other documents or agreements, amended to the date of this Agreement ("NowAuto's Corporate Documents").

 

8.1.3.

Authorization and Validity of Agreements . NowAuto has the full right, power and authority to execute, acknowledge and deliver this Agreement and to perform the transactions contemplated by this Agreement. The execution, acknowledgment and delivery of this Agreement by NowAuto and the performance by NowAuto of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action. This Agreement has been duly executed, acknowledged and delivered by NowAuto and is the legal, valid and binding obligation of NowAuto, enforceable against NowAuto in accordance with its terms, except in each case as such enforceability may be limited by general principles of equity, bankruptcy, insolvency, moratorium and similar laws relating to creditors rights generally.

 

8.1.4.

Agreement Not in Conflict with Other Instruments ; Required Approvals Obtained . The execution, acknowledgment, delivery, and performance of this Agreement, and the consummation of the transactions contemplated by this Agreement will not (a) violate or require any consent, approval, or filing under, (i) any common law, law, statute, ordinance, rule or regulation (collectively referred to throughout this Agreement as "Laws") of any state or local government (collectively referred to throughout this Agreement as "Governments") or any agency, bureau, commission, instrumentality or judicial body of any Governments (collectively referred to throughout this Agreement as "Governmental Agencies"), or (ii) any judgment, injunction, order, writ or decree of any court, arbitrator, Government or Governmental Agency (b) conflict with, require any consent, approval, or filing under, result in the breach or termination of any provision of, constitute a default under, or result in the creation of any claim, security interest, lien, charge, or encumbrance upon any of the Purchased Assets pursuant to, (i) NowAuto's Corporate Documents, (ii) any indenture, mortgage, deed of trust, license, permit, approval, consent, franchise, lease, contract, or other instrument, document or agreement to which NowAuto is a party or by which NowAuto or any of the Purchased Assets is bound, or (iii) any judgment, injunction, order, writ or decree of any court, arbitrator, Government or Governmental Agency by which NowAuto or any of the Purchased Assets is bound; and all permits, licenses and authorizations of any Government or Governmental Agency required to be obtained prior to the Closing, shall have been obtained and shall be in full force and effect as of the Closing.

 

8.1.5.

Disclaimer of Fraudulent Intent . The transactions described in this Agreement have been undertaken by NowAuto in good faith, considering its obligations to any person or entity to whom NowAuto owes a right to payment, whether or not the right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured (such claim holders are called "Creditors" under this paragraph), and NowAuto has undertaken these transactions without any intent to hinder, delay or defraud any such Creditors, and either has disclosed in the ordinary course of business or will undertake to disclose to all such Creditors the existence of this transaction, and has not and will not conceal this transaction or the proceeds of this transaction from any such Creditors. NowAuto further represents and warrants that: (i) it will not retain possession or control of any of the property transferred under this Agreement following the Closing; (ii) it has not been sued or threatened with suit by any Creditor prior to the execution of this Agreement; (iii) it has not removed or concealed any assets from any Creditors; (iv) it has not incurred any individual or aggregate debt that is significantly greater than the normal and customary debts of it in the ordinary course of business; and (v) it believes at Closing that it will receive consideration reasonably equivalent to the value of the assets transferred under this Agreement.

 

8.1.6.

Unencumbered Title to Purchased Assets. NowAuto currently has and at Closing will have good and marketable title to the Purchased Assets, free and clear of any and all encumbrances and liens of any kind or nature.

 

8.1.7.

Financial Statements. The unaudited financial statements of NowAuto for the years ended December 31, 2003 and 2004 and the unaudited financial statements for the three months ended March 31,