EXHIBIT 10.1
[INNUITY LOGO] Small is the new big.
1569 North Technology Way
Orem Utah 84097
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June 28, 2006
Mr. ▇▇▇▇▇ ▇▇▇▇▇
Chief Executive Officer
Hello Metro Incorporated
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▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Termination of Proposed Asset Purchase Agreement
Dear ▇▇▇▇▇:
This letter is to formalize the discussions we had regarding the Asset
Purchase Agreement, dated March 9, 2006, as amended (the "Agreement"), pursuant
to which we agreed to a transaction in which Innuity, Inc. would purchase
certain assets and properties from Hello Metro Incorporated, Superfly
Advertising, Inc., Treefrog Commerce, Inc., and you (collectively, the
"Sellers") that are primarily related to your business of providing internet
users local content, guides and information concerning certain cities around the
world, and to your internet traffic businesses.
Pursuant to Section 10.1 (b) of the Agreement, either party may terminate
the Agreement if the closing of the transaction has not occurred by May 31,2006.
As we discussed, the transaction has not yet closed and we mutually agree that
the Agreement should be terminated.
Please confirm by executing this letter below, that the Agreement is
hereby terminated and that such termination of the Agreement is hereby effective
as of June 28,2006, provided, however, that nothing contained herein shall be
deemed to terminate or have any effect on the Confidentiality Agreement (as
defined in the Agreement) or any fees, stock or other consideration paid by
Innuity, Inc. to Sellers in connection with the Agreement.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to-me the enclosed copies hereof, whereupon
this letter, along with all counterparts hereof, shall become a binding
agreement in accordance with its terms.
Very truly yours,
INNUITY, INC.,
a Utah corporation
By /s/ ▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇
Title: Chief Financial Officer
The foregoing letter is hereby confirmed and accepted by Hello Metro
Incorporated, Superfly Advertising, Inc., Treefrog Commerce, Inc., and ▇▇▇▇▇
▇▇▇▇▇ as of the date first above written.
HELLO METRO INCORPORATED
an Indiana corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name:
Title:
SUPERFLY ADVERTISING, INC.
an Indiana corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name:
Title:
TREEFROG COMMERCE, INC.
an Indiana corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name:
Title:
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an individual
/s/ ▇▇▇▇▇ ▇▇▇▇▇
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