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 liabi
