The Total Consideration and Allocation. As used herein, the term “Assets” shall mean and include (a) all the Business of Seller, including the web domains of xxx.xxxxxxx.xxx, all the customer control panels and all the private-labeled websites to wholesale customers, all the software needed to operate the sites, all patents, trademarks, trade names, licensed names, corporate names, intellectual property, software, customer lists, and any and all goodwill associated therewith (collectively the "Intellectual Property"), (b) all cash, accounts receivable, and other current assets of the Business, and (c) 100% interest in and to all of the hard assets of seller not listed above, including but not limited to any computer equipment, repair equipment, spare parts printed material and other items, it being understood that at such time such hard assets shall be substantially the same in quality as they are on the date hereof (collectively the "Equipment"). The Assets are recorded on the books of the Seller at a value of approximately Fifty Thousand Dollars ($50,000), and the internal software development costs, which are not listed as an asset on the Seller’s balance sheet, are approximately $1,838,000, as noted in Exhibit C. Buyer shall purchase the Assets for an aggregate consideration of Forty Million (40,000,000) shares of common stock, par value $0.001, of VSTR (the “Common Stock”), plus Nine Million Nine Hundred Thousand (9,900,000) additional shares of Common Stock if revenues in the second year exceed One Million dollars ($1,000,000), plus the assumption of a limited number of liabilities, including accrued payroll payable, any and all payroll related liabilities, and the full amount of liabilities owed to the venders listed in Exhibit A. Buyer does not assume and Seller warrants that Buyer will not be responsible for any liabilities of Seller except as specifically provided in this Agreement.
The Total Consideration and Allocation. In consideration of the transfer of (a) xxxxxxxx.xxx, xxxxx.xxx, xxxxx.xxx, xxxxxxxxxx.xxx, (b) all the software needed to operate the sites, (c) all patents, trademarks, trades names, licensed names, corporate names, intellectual property, software, customer lists, and any and all goodwill associated therewith (collectively the "Intellectual Property") and (d) 100% interest in and to all of the hard assets of seller not listed above, including but not limited to any computer equipment, repair equipment, spare parts printed material and other items, it being understood that at such time such hard assets shall be substantially the same in quality as they are on the date hereof (collectively the "Equipment"), a-d above being hereinafter referred to as the "Assets", Buyer shall purchase the Assets for an aggregate consideration of ONE MILLION EIGHT HUNDRED THOUSAND DOLLARS ($1,800,000.00). The total purchase price shall be remitted by the Buyer’s issuance of 250,000,000 shares of its common stock, par value $0.001 (“Common Stock”), to Seller or to entities designated in writing by the Seller. Buyer will additionally cause shareholders affiliated with Godzich, Darrow, Xxxxx and Xxx (“Shareholders”) to transfer to Seller 167,048,000 of Common Stock to Seller as further consideration for this transaction. Shareholders shall transfer their shares of Common Stock as directed in writing by Seller.
