ASSET PURCHASE AGREEMENT AMONG UPSNAP, INC. UPSNAP SERVICES, LLC AND TONY PHILIPP Dated: August 29, 2008
EXHIBIT 2.2
AMONG
UPSNAP
SERVICES, LLC
AND
XXXX
XXXXXXX
Dated: August
29, 2008
AGREEMENT (this “Agreement”),
made and entered into as of this 29th day of August, 2008, by and among UpSnap
Services, LLC, a North Carolina limited liability company (“Services”), UpSnap,
Inc., a Nevada corporation (“Seller”) and Xxxx Xxxxxxx, (“Philipp,” who together
with Services, are the “Purchaser”).
WHEREAS, Seller has been
engaged in the business of providing mobile information search services in
Davidson, North Carolina (the “Business”);
WHEREAS, Philipp has been the
president, chief executive officer and a director of the Seller and is also the
managing member of Services;
WHEREAS, Seller has agreed
to acquire the business of Duratech Group, Inc. in exchange for the
issuance to the Duratech shareholders of more than a majority
of Seller’s capital stock pursuant to a Share Exchange Agreement (the
“Share Exchange Agreement”), and no longer desires to continue the
Business;
WHEREAS, the board of
directors of Seller, acting independently of Philipp, after recent discussions
with third parties, have agreed to sell Seller’s assets (“Transferred Assets”)
comprising the Business to the Purchaser upon the terms and conditions set forth
in this Agreement;
WHEREAS, this Agreement has
been signed on the same day as the Share Exchange Agreement and shall close on
the day after the Closing Date (as defined) under the Share Exchange
Agreement,
WHEREAS, all the Transferred
Assets are set forth on Exhibit A annexed
hereto, which Transferred Assets excludes all of Seller’s franchise rights,
goodwill and all rights of every kind and character, tangible or intangible;
and
WHEREAS, as part of the sale
of the Business, Seller will assign to Purchaser and Purchaser will assume from
Seller, the Assumed Liabilities (as hereinafter defined) of Seller, upon the
terms and conditions set forth in this Agreement.
NOW, THEREFORE, in
consideration of the mutual benefits to be derived and the representations and
warranties, conditions and promises contained in this Agreement, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the parties agree as
follows:
ARTICLE
I
GENERAL
SECTION
1.01 Agreement
to Purchase and Sell
Upon the
terms and subject to the conditions of this Agreement and in reliance upon the
representations and warranties contained herein, Seller agrees to sell, convey,
transfer, assign and deliver to Purchaser the Transferred Assets, and Purchaser
agrees to purchase from Seller, the Transferred Assets.
SECTION
1.02 Assumed
Liabilities.
Upon the terms and subject to the
conditions of this Agreement and in reliance upon the representations and
warranties contained herein, from and after the Closing Date, Purchaser shall
assume and discharge all of the liabilities (the “Assumed Liabilities) of Seller
as defined under generally accepted accounting principles, consistently applied
(“GAAP”), (i) known and outstanding as of the Closing Date, including those
liabilities identified and listed on Exhibit B annexed
hereto and (ii) liabilities related to the Business asserted or arising after
the Closing Date with respect to claims accruing before or after the Closing
Date. Seller shall transfer to Purchaser, in cash, the “Seller
Contribution” of One Hundred Thirty Thousand Dollars ($130,000.00) upon Closing
under this Agreement as contribution solely toward payment and discharge of the
Assumed Liabilities. Seller shall remain responsible for all
liabilities of Seller other than the Assumed Liabilities.
SECTION
1.03 Consideration. As
consideration for the purchase of the Transferred Assets from the Seller,
Services and Xxxxxxx covenant and agree to satisfy and discharge the Assumed
Liabilities.
SECTION
1.04 Instruments
of Transfer; Further Assurances.
Concurrently
with the execution and delivery of this Agreement and the Closing hereunder,
Seller and Purchaser shall execute and deliver to each other a completed Deed of
General Conveyance, Transfer and Assignment, in the form attached as Exhibit C hereto
("General Conveyance, Transfer and Assignment").
SECTION
1.05 The
Closing.
The
consummation of the transactions contemplated by this Agreement shall take place
at a closing (the “Closing”) which shall occur on the day after the Closing Date
under the Share Exchange Agreement, or at such later date as the parties may
mutually agree. At the Closing, the Seller Contribution shall be
delivered to Purchaser, the parties shall execute and deliver the Deed of
General Conveyance, Transfer and Assignment for the Transferred Assets and
assumption of the Assumed Liabilities, and Seller shall deliver the books and
records related to the Business.
The
Closing shall take place at 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX
00000
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ARTICLE
II
REPRESENTATIONS AND
WARRANTIES OF SELLER
Seller
represents and warrants to Purchaser as follows:
SECTION
2.01 Due
Organization.
Seller is
a corporation duly organized and validly existing and in good standing under the
laws of the State of Nevada and is duly licensed and authorized or qualified to
carry on its business in the places and in the manner as now conducted except
where the failure to be so authorized or qualified would not have a material
adverse effect on the business, operations, properties, assets, condition
(financial or other), results of operations or prospects of Seller.
SECTION
2.02 Authorization;
Non-Contravention; Approvals.
(a) Seller
has the full legal right, power and authority to enter into this Agreement and
to consummate the sale of the Business and the other transactions contemplated
hereby. Seller has the full legal right, power and authority to enter
into this Agreement. The execution, delivery and performance of this
Agreement have been approved by the Board of Directors of
Seller. This Agreement has been duly and validly executed and
delivered by Seller, and, assuming the due authorization, execution and delivery
hereof by Purchaser, constitutes a valid and binding agreement of Seller,
enforceable against Seller in accordance with its terms.
(b) The
execution and delivery of this Agreement by Seller does not, and the
consummation by Seller of the transactions contemplated hereby will not,
violate, conflict with or result in a breach of any provision of, or constitute
a default (or an event which, with notice or lapse of time or both, would
constitute a default) under, or result in the termination of, or accelerate the
performance required by, or result in a right of termination or acceleration
under, or result in the creation of any lien, security interest, charge or
encumbrance upon any of the Transferred Assets under any of the terms,
conditions or provisions of (i) the organizational documents of Seller, (ii) any
statute, law, ordinance, rule, regulation, judgment, decree, order, injunction,
writ, permit or license of any court or governmental authority applicable to
Seller or the Business or (iii) any agreement, note, bond, mortgage, indenture,
deed of trust, license, franchise, permit, concession, lease or other
instrument, obligation or agreement of any kind to which Seller is now a party
related to the Business, excluding from the foregoing clauses (ii) and (iii)
such violations, conflicts, breaches, defaults, terminations, accelerations or
creations of liens, security interests, charges or encumbrances that would not,
in the aggregate, have a material adverse effect on the Business, subject to the
consent of the lessor of the premises (the “Premises”) where the Business is
conducted and Purchaser shall be responsible for obtaining such
consent. No declaration, filing or registration with, or notice to,
or authorization, consent or approval of, any governmental or regulatory body or
authority is necessary for the execution and delivery of this Agreement by
Seller or the consummation by Seller of the transactions contemplated hereby,
other than such declarations, filings, registrations, notices, authorizations,
consents or approvals which, if not made or obtained, as the case may be, would
not, in the aggregate, have a material adverse effect on the business,
operations, properties, assets, condition (financial or other), results of
operations or prospects of the Business.
SECTION
2.03 Liabilities
and Obligations.
Since
June 30, 2008, Seller has not incurred any liabilities of any kind, character or
description, whether accrued, absolute, secured or unsecured, contingent or
otherwise, which are part of the Assumed Liabilities, other than liabilities
incurred in the ordinary course of business. All of the Assumed
Liabilities have been incurred by Seller in arms’ length transactions in the
ordinary course of business consistent with past practices.
SECTION
2.04 Assets.
Exhibit A
is an accurate list of all the property of Seller constituting the Transferred
Assets. The Transferred Assets comprise the assets that are material
to the operation of the Business. Seller has good and marketable
title to the Transferred Assets, subject to no mortgage, pledge, lien, claim,
conditional sales agreement, encumbrance or charge unless previously disclosed
to Purchaser. The sale of the Transferred Assets hereunder will transfer to
Purchaser good and marketable title to the Transferred Assets subject to no
mortgage, pledge, lien, claim, conditional sales agreement, encumbrance or
charge, except as previously disclosed to Purchaser.
SECTION
2.05 Material
Contracts.
To the
best of its knowledge, Seller has complied with all material commitments and
obligations pertaining to the Business under its material contracts, and is not
in default under any such contracts, no written notice of default has been
received by Seller.
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SECTION
2.06 Permits.
The
licenses, operating authorizations, franchises, permits and other governmental
authorizations previously disclosed by Seller to Purchaser related to the
Business are valid, and Seller has not received any written notice that any
governmental authority intends to cancel, terminate or not renew any such
license, operating authorization, franchise, permit or other governmental
authorization. Seller holds all licenses, operating authorizations,
franchises, permits and other governmental authorizations, the absence of any of
which could have a material adverse effect on the Business. Seller
has conducted and is conducting the Business in substantial compliance with the
requirements, standards, criteria and conditions set forth in its licenses,
operating authorizations, franchises, permits and other governmental
authorizations as well as the applicable orders, approvals and variances related
thereto, and is not in violation of any of the foregoing except for any
violations that would not have a material adverse effect on the
Business. Except as specifically disclosed to Purchaser, the
transactions contemplated by this Agreement will not result in a default under
or a breach or violation of, or adversely affect the rights and benefits
afforded to Seller by, any such material licenses, operating authorizations,
franchises, permits and other government authorizations.
SECTION
2.07 Litigation
and Compliance with Law.
There are
no claims, actions, suits or proceedings, pending or threatened, against or
affecting the Business, at law or in equity, or before or by any governmental
department, commission, board, bureau, agency or instrumentality having
jurisdiction over Seller. No notice of any claim, action, suit or
proceeding, whether pending or threatened, has been received by Seller with
respect to the Business, and there is no basis therefor. Seller has
conducted for the past five years and does conduct the Business in compliance
with all material laws, regulations, writs, injunctions, decrees and orders
applicable to the Business.
SECTION
2.08 Taxes.
For
purposes of this Agreement, the term "Taxes" shall mean all taxes, charges,
fees, levies or other assessments including, without limitation, income, gross
receipts, excise, property, sales, withholding, social security, unemployment,
occupation, use, service, service use, license, payroll, franchise, transfer and
recording taxes, fees and charges, imposed by any government or subdivision or
agency thereof, whether computed on a separate, consolidated, unitary, combined
or any other basis; and such term shall include any interest, fines, penalties
or additional amounts attributable to or imposed with respect to any such taxes,
charges, fees, levies or other assessments. Since October 1, 2004,
Seller has timely filed all requisite tax returns for all fiscal periods ended
on or before the date of this Agreement or has filed for extensions for such
returns, and has duly paid in full or made adequate provision for the payment of
all Taxes.
SECTION
2.09 Absence of
Changes.
Since
June 30, 2008, Seller has conducted the Business in the ordinary course of
business and, except as disclosed in Seller’s Form 10-QSB for the fiscal quarter
ended June 30, 2008 (the “June 2008 Form 10-QSB”), there has not
been:
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(i)
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any
material adverse change in the operations, properties, condition
(financial or other), assets, liabilities (contingent or otherwise),
income or business of the Business;
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(ii)
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any
damage, destruction or loss (whether or not covered by insurance)
materially adversely affecting the Business or Transferred
Assets;
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(iii)
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any
work interruptions, labor grievances or claims filed, or any proposed law,
regulation or event or condition of any character materially adversely
affecting the Business;
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(iv)
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any
sale or transfer, or any agreement to sell or transfer, any of the
material Transferred Assets;
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(v)
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any
increase in Seller's indebtedness, other than accounts payable incurred in
the ordinary course of business, that are part of the Assumed Liabilities;
or
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(vii)
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any
material breach, amendment or termination of any material contract,
agreement, license, permit or other right to which Seller is a party
related to the Business.
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SECTION
2.10 Operation
only in the Ordinary Course of Business
The
Seller hereby covenants and agrees to operate the Business only in the ordinary
course during the period between the signing of this Agreement and the
Closing.
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ARTICLE
III
REPRESENTATIONS AND
WARRANTIES OF SERVICES AND PHILIPP
Services
and Xxxxxxxx, jointly and severally, represent and warrant to Seller as
follows:
SECTION
3.01 Due
Organization.
Services
is a limited liability company duly organized and validly existing and in good
standing under the laws of the State of North Carolina and is duly licensed and
authorized or qualified to carry on its business in the places and in the manner
as now conducted except where the failure to be so authorized or qualified would
not have a material adverse effect on the business, operations, properties,
assets, condition (financial or other), results of operations or prospects of
Services. The membership records and minute books of Services that
have been made available to Seller are correct and complete. Other
than activities related to its formation and this Agreement, Services has not
engaged in any activities. Services has adequate capital to conduct
the Business and to fulfill its obligations under this Agreement for
a period of at least one year after the Closing Date.
SECTION
3.02 Authorization;
Non-Contravention; Approvals.
Services
and Philipp each has all necessary power and authority to enter into this
Agreement to perform fully their respective obligations hereunder and to carry
out the transactions contemplated hereby. The execution, delivery and
performance by Services of this Agreement and the transactions contemplated
hereby have been duly authorized by Services by all necessary
action. This Agreement has been duly executed and delivered by
Services and Philipp, and constitutes a legal, valid and binding obligation of
Services and Philipp, enforceable against each of them in accordance with its
terms.
SECTION
3.03 No Violation.
Neither
the execution and delivery by Purchaser of this Agreement nor the consummation
by Purchaser of the transactions contemplated hereby (i) will violate its
organizational documents or Operating Agreement of Services, (ii) will result in
any breach of or default under any provision of any contract of any kind to
which Purchaser is a party or by which Purchaser is bound, (iii) is prohibited
by or requires Services to obtain any consent, authorization or approval of, or
make any filing with, any governmental authority that has not been obtained,
other than a consent for the Premises, or (iv) will violate any judgment,
decree, order, writ, injunction, regulation or rule of any court or governmental
authority having jurisdiction over Purchaser, in each case in such a way as
would have a material adverse effect on Purchaser’s ability to perform the terms
of this Agreement.
SECTION
3.04 Litigation
and Compliance with Law.
There are
no claims, actions, suits or proceedings, pending or threatened, against or
affecting Purchaser, at law or in equity, or before or by any governmental
department, commission, board, bureau, agency or instrumentality having
jurisdiction over Purchaser. No notice of any claim, action, suit or
proceeding, whether pending or threatened, has been received by Purchaser, and
there is no basis therefor.
SECTION
3.05 Knowledge
By reason
of having been an executive officer, director and principal stockholders of
Seller, Philipp is fully familiar with the operations, financial condition and
capital needs of the Business, including the composition of the Transferred
Assets being the assets necessary to conduct the Business as presently conducted
and the Assumed Liabilities, and understands the prospects and risks of
operating the Business as described in the June 2008 Form
10-QSB. Purchaser is not relying on any representations (oral or
written) made by Seller regarding the Business other than those expressly set
forth by Seller in this Agreement.
ARTICLE
IV
COVENANTS
SECTION
4.01 Use of Seller
Contribution.
Services
and Philipp covenant and agree that immediately after the Closing they shall use
the Seller Contribution expressly for the purpose of paying off and discharging
the Assumed Liabilities as set forth on Schedule B, of Seller, and for no other
purpose. Services and Philipp further covenant and agree that they
shall not use any portion of the Seller Contribution for payment of deferred or
future compensation or other employee benefits of Philipp. Moreover,
after the Closing, Services and Philipp shall pay all liabilities of the
Business as they arise, regardless as to when the liability was
incurred.
SECTION
4.02 Facilities
Seller
shall cooperate with Purchaser for the transfer of the Premises and the related
facilities, such as telephone and DSL lines, to Services, provided that Seller
shall not be required to undertake any contractual obligations with respect to
such transfers, and that any deposits previously made by Seller for such
facilities shall be refunded to Seller.
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ARTICLE
V
CONDITIONS OF
CLOSING
Section
5.01 Conditions
to the Obligations of the Purchaser and Xxxxxxx to Close
The obligations of the Purchaser and
Philipp to consummate the transactions contemplated herein shall be subject to
the satisfaction or waiver of the following conditions:
(i) The
truth and accuracy of the Seller’s representation, warranties and the covenants
contained herein both on the date of signing of this Agreement and on the
Closing.
(ii) The
transactions contemplated by the Share Exchange Agreement shall have been
consummated the day before the Closing under this Agreement.
(iii) Seller
shall have transferred to Purchaser, in cash, the “Seller Contribution” of One
Hundred Thirty Thousand Dollars ($130,000.00) upon Closing of this Agreement as
contribution solely toward payment and discharge of the Assumed
Liabilities.
(iv) The
parties shall have executed and delivered to each other a signed Deed of General
Conveyance, Transfer and Assignment for the Transferred Assets and assumption of
the Assumed Liabilities
Section
5.02 Conditions
to the Obligations of the Seller to Close
The obligations of the Seller to
consummate the transactions contemplated herein shall be subject to the
satisfaction or waiver of the following conditions:
(i) The
truth and accuracy of the Purchaser’s and Phillip’s representations, warranties
and the covenants contained herein both on the date of signing of this Agreement
and on the Closing.
(ii) The
transactions contemplated by the Share Exchange Agreement shall have been
consummated the day before the Closing under this Agreement.
(iii) The
parties shall have executed and delivered to each other a signed Deed of General
Conveyance, Transfer and Assignment for the Transferred Assets and assumption of
the Assumed Liabilities.
ARTICLE
VI
INDEMNIFICATION
SECTION
6.01 General
Indemnification by Purchaser and Philipp.
Services
and Philipp, jointly and severally, covenant and agree that they will indemnify,
defend, protect and hold harmless Seller, and its officers, directors and
stockholders (other than Philipp) (collectively, the “Indemnified Parties”) at
all times from and after the date of this Agreement until the Expiration Date
from and against all claims, damages, actions, suits, proceedings, demands,
assessments, adjustments, costs and expenses (including specifically, but
without limitation, reasonable attorneys' fees and expenses of investigation)
incurred by Seller as a result of or arising from (i) any breach of the
representations and warranties of Services or Philipp set forth
herein or in the schedules to this Agreement or (ii) any breach or
non-fulfillment of any covenant or agreement on the part of Services or Philipp
under this Agreement, including claims by third parties with respect to
non-payment of any Assumed Liabilities or other liabilities of the Business
arising after the Closing regardless as to when the liabilities were incurred;
provided, however, that the liability of Philipp under this Section 6.01 and
elsewhere under this Agreement shall be limited to an aggregate amount equal to
One Hundred Thirty Thousand and No/100 Dollars ($130,000.00).
SECTION
6.02 Third
Person Claims.
Promptly
after an Indemnified Party has received notice of or has knowledge of the
commencement or threatened commencement by a person not a party to this
Agreement ("Third Person"), of a claim or of any action or proceeding by a Third
Person of any claim for which indemnification may be sought under this Article
VI (an “Indemnified Claim”), the Indemnified Party shall give to Purchaser (the
“Indemnifying Party”) written notice of such Indemnified Claim. Such
notice shall state the nature and the basis of the Indemnified Claim and a
reasonable estimate of the amount thereof; provided, however, that the failure
to timely give such notice shall not affect the Indemnifying Party’s obligation
except to the extent that it is financially harmed by the delay. The
Indemnifying Party shall have the right to defend and settle, at its own expense
and by its own counsel, any such matter so long as the Indemnifying Party
pursues the same diligently and in good faith. If the Indemnifying
Party undertakes to defend or settle, it shall promptly notify the Indemnified
Party of its intention to do so, and the Indemnified Party shall cooperate with
the Indemnifying Party and its counsel in the defense thereof and in any
settlement thereof. Such cooperation shall include, but shall not be
limited to, furnishing the Indemnifying Party with any books, records and other
information reasonably requested by the Indemnifying Party and in the
Indemnified Party's possession or control. The Indemnified Party
shall have the right to select its own counsel and the Indemnifying Party will
reimburse or make advances to the Indemnified Party for the expenses of its
counsel. After the Indemnifying Party has notified the Indemnified
Party of its intention to undertake to defend or settle any such asserted
liability, and for so long as the Indemnifying Party diligently pursues such
defense, the Indemnifying Party shall not be liable for any additional legal
expenses incurred by the Indemnified Party in connection with any defense or
settlement of such asserted liability. If the Indemnifying Party
desires to accept a final and complete settlement of any such Third Person claim
and the Indemnified Party refuses to consent to such settlement, then the
Indemnifying Party's liability under this Section with respect to such Third
Person claim shall be limited to the amount so offered in settlement by said
Third Person and the Indemnified Party shall reimburse the Indemnifying Party
for any additional costs of defense which it subsequently incurs with respect to
such claim and all additional costs of settlement or judgment. If the
Indemnifying Party does not undertake to defend such matter to which the
Indemnified Party is entitled to indemnification hereunder, or fails diligently
to pursue such defense, the Indemnified Party may undertake such defense through
counsel of its choice, at the cost and expense of the Indemnifying Party, and
the Indemnified Party may settle such matter, and the Indemnifying Party shall
reimburse the Indemnified Party for the amount paid in such settlement and any
other liabilities or expenses incurred by the Indemnified Party in connection
therewith, provided, however, that under no circumstances shall the Indemnified
Party settle any Third Person claim without the written consent of the
Indemnifying Party, which consent shall not be unreasonably
withheld.
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ARTICLE
VII
MISCELLANEOUS
SECTION
7.01 Successors
and Assigns.
This
Agreement and the rights of the parties hereunder may not be assigned (except by
operation of law) and shall be binding upon and shall inure to the benefit of
the parties hereto, and the successors, heirs and administrators of Seller,
Services and Philipp.
SECTION
7.02 Entire Agreement.
This
Agreement (including the Exhibits attached hereto) and the documents delivered
pursuant hereto constitute the entire agreement and understanding among Seller
and Purchaser and supersede any prior agreement and understanding relating to
the subject matter of this Agreement. This Agreement may be modified
or amended only by a written instrument executed by Seller and Purchaser, acting
through their respective officers, duly authorized by their respective Managers
or Boards of Directors.
SECTION
7.03 Notices
Any
notice to be given under this Agreement shall be in writing and delivered either
by recognized overnight courier or in person to the following addresses or to
such other address as either party hereto may hereafter duly give to the
other:
If to
Seller:
If to
Services or Philipp:
SECTION
7.04 Brokers
and Agents.
Each
party represents and warrants that it employed no broker or agent in connection
with this transaction and agrees to indemnify the other against all loss, cost,
damages or expense arising out of claims for fees or commissions of brokers
employed or alleged to have been employed by such indemnifying
party.
SECTION
7.05 Governing Law.
This
Agreement shall be construed in accordance with the laws of the State of North
Carolina (except for its principles governing conflicts of laws).
SECTION
7.06 Survival
of Representations and Warranties.
The
representations and warranties of Seller set forth in Article II shall not
survive the Closing Date. The representations, warranties and
covenants of Services and Philipp sets forth in Articles III and IV shall
survive the execution of this Agreement for a period of twelve (12) months from
the date of this Agreement (which date is hereinafter called the "Expiration
Date").
SECTION
7.07 Exercise
of Rights and Remedies.
Except as
otherwise provided herein, no delay of or omission in the exercise of any right,
power or remedy accruing to any party as a result of any breach or default by
any other party under this Agreement shall impair any such right, power or
remedy, nor shall it be construed as a waiver of or acquiescence in any such
breach or default, or of any similar breach or default occurring later; nor
shall any waiver of any single breach or default be deemed a waiver of any other
breach or default occurring before or after that waiver.
SECTION
7.08 Reformation and
Severability.
In case
any provision of this Agreement shall be invalid, illegal or unenforceable, it
shall, to the extent possible, be modified in such manner as to be valid, legal
and enforceable but so as to most nearly retain the intent of the parties, and
if such modification is not possible, such provision shall be severed from this
Agreement, and in either case the validity, legality and enforceability of the
remaining provisions of this Agreement shall not in any way be affected or
impaired thereby.
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SECTION
7.09 Expenses.
Each
party will pay its fees, expenses and disbursements incurred by it and its
agents, representatives, financial advisors, accountants and counsel in
connection with the execution, delivery and performance of this Agreement and
any amendments thereto.
SECTION
6.10 Counterparts.
This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute but
one and the same instrument.
[signature
page follows]
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IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first above written.
SELLER:
/s/ Xxxx
Xxxxxxx
By: Xxxx
Xxxxxxx
Its:
CFO
SERVICES:
UpSnap
Services, LLC
/s/ Xxxx
Xxxxxxx
By: Xxxx
Xxxxxxx
Its:
Manager
PHILIPP
/s/ Xxxx
Xxxxxxx
Xxxx
Xxxxxxx (in his individual capacity)
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