Exhibit
10.1
DOMAIN
NAME PURCHASE AND TRANSFER AGREEMENT
This
Domain Name Purchase and Transfer Agreement
(“Agreement”) is made and entered into as of November
5, 2008 (the “Effective Date”) by and between
YellowPages.com LLC, a Delaware limited liability company
(“Purchaser”), LiveDeal, Inc., a Nevada corporation
(f/k/a YP Corp.) (“LiveDeal”), and Telco Billing, Inc.,
a Nevada corporation (together with LiveDeal,
“Seller”).
Background
Seller
is the owner of the Internet domain name “www.YP.com”
(the “Domain Name”) and is the registrant of record for
the Domain Name with Network Solutions
(“Registrar”).
Seller
obtained the Domain Name from OnRamp Access, Inc., effective July
21, 2006, pursuant to that certain Stock Repurchase and Domain Name
Transfer Agreement by which OnRamp Access transferred all right and
title in the Domain Name to Telco Billing, Inc., LiveDeal’s
wholly owned subsidiary. The Domain Name was then
registered in the name of Telco Billing’s parent, YP Corp,
which changed its name to LiveDeal on August 14, 2007.
Purchaser
wants to purchase from Seller all of Seller’s rights, title,
and interest in and to the Domain Name and any and all goodwill
associated therewith.
Seller
has agreed to sell, assign, transfer, and deliver to Purchaser all
of its rights, title, and interest in and to the Domain Name,
including any and all goodwill associated therewith subject to the
terms and conditions of this Agreement.
NOW
THEREFORE , in consideration of the mutual covenants in this
Agreement and for other good and valuable consideration, the
receipt and sufficiency of which are herby acknowledged, the
Parties agree as follows:
1.
Assignment and Transfer . Seller hereby
irrevocably sells, assigns, and transfers to Purchaser all of
Seller’s and its Affiliates’ rights, title, and
interest in and to the Domain Name, the look and feel of the
website associated with the Domain Name (the
“Website”), and any goodwill associated therewith (the
Domain Name, the Website, and any goodwill associated therewith
shall hereinafter collectively be referred to as the “Domain
Name”). Purchaser hereby accepts such assignment and
transfer. Seller hereby irrevocably consents and authorizes the
Registrar to transfer this Domain Name to Purchaser in accordance
with the regular transfer procedures of Registrar, which are set
forth on Exhibit A attached hereto. Seller and its
Affiliates, directors, officers, and employees shall hereafter take
such other actions and execute such other agreements and
instruments as are reasonably deemed necessary by Purchaser or the
Registrar to document Seller's assignment and transfer of the
Domain Name to Purchaser. Seller will cooperate promptly
in facilitating the transfer to Purchaser of the Domain Name with
the Registrar and will follow the rules designated by the Registrar
to effect such transfer, including promptly responding to the
e-mail sent to Seller’s contact from the Registrar confirming
the transfer of the Domain Name to Purchaser. Purchaser
will establish an account with the Registrar and initiate the
transfer and follow the procedures set forth on Exhibit A attached
hereto. “Affiliate” means, with respect to a
party hereto, any entity that, directly or indirectly, controls, is
controlled by, or is under common control with such party;
“control” means the direct or indirect possession of
the power to direct or cause the direction of the management and
policies of another entity, whether through the ownership of voting
securities, by contract or otherwise.
2.
Payment . In full consideration of Seller’s
transfer to Purchaser of all rights, title, and interest in and to
the Doman Name, Purchaser shall pay Seller the total sum of U.S.
$3,850,000.00 (the “Funds”). The payment
shall occur as follows: Contemporaneous with the
execution of this Agreement by both Parties, (i) Purchaser and
Seller shall open an escrow account (“Escrow Account”)
with Alliance Bank of Arizona as escrow agent (“Escrow
Agent”) pursuant to an escrow agreement in the form attached
hereto as Exhibit B (“Escrow Agreement”); (ii)
Purchaser shall deposit the Funds by wire of immediately available
funds into the Escrow Account; and (iii) Purchaser and Seller shall
each deliver to the Escrow Agent its respective executed copy of
the Agreement for deposit into the Escrow Account. The
Funds shall be released to Seller and a fully executed copy of the
Agreement shall be released to the Seller and Purchaser in
accordance with the terms of the Escrow Agreement. The
Escrow Agreement will reflect that the Escrow Agent will
immediately release the Funds to Seller upon receipt of joint
written instructions from Purchaser and Seller providing for
release of the Funds to Seller upon receipt of the e-mail from the
Registrar described in Paragraph 14 of Exhibit A hereto confirming
the assignment and transfer described in Section 1 have occurred
(the “Confirming E-mail”). Purchaser and
Seller shall immediately deliver to the Escrow Agent instructions
to release the Funds to Seller upon Purchaser’s receipt of
the Confirming E-mail. Purchaser and Seller shall share
equally the costs and fees due the Escrow Agent in connection with
the Escrow Account and the services rendered pursuant to the Escrow
Agreement. All interest accrued on the Funds while in
the escrow account shall be released to Purchaser.
3.
Future Use of Domain Name and Website . Once
Purchaser becomes the owner of the Domain Name, Seller
and
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