EXHIBIT 10.3
Asset Purchase Agreement dated April 8, 1998 whereby PMC acquired the assets of
LuFam Technologies, Inc.
ASSET PURCHASE AGREEMENT
------------------------
PROGRESSIVE MAILER CORP.
Buyer
LUFAM TECHNOLOGIES, INC.
Seller
Dated April 8, 1998
INDEX TO ASSET PURCHASE AGREEMENT
ARTICLE 1. PURCHASE AND SALE OF ASSETS
1.01 Sale of Business - Assets being Purchased.............................1
1.02 Purchase Price .......................................................1
1.03 Closing ..............................................................1
ARTICLE 2. WARRANTIES OF SELLER
2.01 Subsidiaries and Affiliates ..........................................1
2.02 Title to Assets.......................................................2
2.03 Authority to Sell.....................................................2
2.04 Financial Records ....................................................2
2.05 Liabilities ..........................................................2
2.06 Absence of Certain Changes ...........................................2
2.07 No Violation .........................................................2
2.08 Taxes.................................................................3
2.09 Litigation ...........................................................3
2.10 Disclosure............................................................3
2.11 Broker's or Finder's Fees.............................................3
2.12 Due Diligence.........................................................3
2.13 Survival of Warranties................................................3
2.14 Other Agreements......................................................3
ARTICLES 3. WARRANTIES OF BUYER
3.01 Due Organization......................................................4
3.02 Authority to Buy......................................................4
3.03 Capitalization........................................................4
3.04 Subsidiaries and Affiliates...........................................4
3.05 Financial Statements..................................................4
3.06 Absence of Undisclosed Liabilities....................................4
3.07 Absence of Certain Changes............................................5
3.08 Litigation............................................................5
3.09 Title.................................................................5
3.10 Tax Returns...........................................................5
3.11 No Violation..........................................................5
3.12 Disclosure............................................................5
3.13 Broker's or Finder's Fees.............................................6
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ARTICLE 4. OPERATION OF BUSINESS
4.01 Seller to Continue Business...........................................6
4.02 Adjustments...........................................................6
4.03 Fees and Expenses.....................................................6
ARTICLE 5. CONDITIONS TO BUYER'S PERFORMANCE
5.01 Performance by Seller.................................................7
5.02 Representations and Warranties True as of the Closing Date............7
5.03 Third Party Consents..................................................7
5.04 No Material Adverse Change............................................7
5.05 Absence of Litigation.................................................7
5.06 Corporate Approvals...................................................7
ARTICLE 6. CONDITIONS OF SELLER'S PERFORMANCE
6.01 Representations and Warranties True as of the Closing Date............8
6.02 Performance By Buyer..................................................8
6.03 Corporate Approvals...................................................8
ARTICLE 7. SELLER'S COVENANTS
7.01 Conduct of Business...................................................8
7.02 Buyer's Investigation.................................................8
7.03 Relinquishment of Name................................................8
ARTICLE 8. INDEMNITY AGREEMENT
8.01 Seller's Indemnity....................................................9
8.02 Buyer's Indemnity.....................................................9
8.03 Indemnity Agreements of the Parties...................................9
ARTICLE 9. TERMINATION DEFAULT REMEDIES
9.01 Termination..........................................................10
9.02 Default Remedies.....................................................10
9.03 Litigation Costs.....................................................10
ARTICLE 10. OPINION OF COUNSEL
10.01 Opinion of Seller's Counsel..........................................10
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ARTICLE 11. MISCELLANEOUS
11.01 Brokers and Finders..................................................10
11.02 Conditions and Best Efforts..........................................11
11.03 Notices..............................................................11
ARTICLE 12. GENERAL PROVISIONS
12.01 Further Assurances...................................................12
12.02 Waiver...............................................................12
12.03 Entire Agreement.....................................................12
12.04 Binding Effect.......................................................12
12.05 Schedules and Exhibits...............................................12
12.06 Headings.............................................................12
12.07 Governing Law........................................................12
12.08 Assignment...........................................................13
12.09 No Benefit to Third Parties..........................................13
12.10 Counterparts.........................................................13
ATTACHMENTS
EXHIBIT 1.01 Schedule of Assets to be Purchased
EXHIBIT 2.01 Seller's Subsidiaries and Affiliates
EXHIBIT 2.02 Seller's Title to Assets
EXHIBIT 2.04 Seller's Financial Records
EXHIBIT 2.05 Liabilities of Seller
EXHIBIT 2.08 Litigation Pending Against Seller
EXHIBIT 5.03 Third Party Consents
EXHIBIT 5.06 Seller's Corporate Approvals
EXHIBIT 6.03 Buyer's Corporate Approvals
EXHIBIT 10 Opinion of Seller's Counsel
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ASSET PURCHASE AGREEMENT
Progressive Mailer Corp., a Florida corporation, hereinafter called
"Buyer," and Lufam Technologies, Inc., a California corporation (including its
subsidiaries and affiliates as set forth herein), hereinafter called "Seller,"
hereby agree as follows:
ARTICLE 1. PURCHASE AND SALE OF ASSETS
1.01. Sale of Business - Assets being Purchased. Seller shall sell, assign,
and deliver to Buyer and Buyer shall purchase and accept, on the closing date,
all the assets and properties owned by Seller or in which Seller has any right,
title, or interest of every kind and description, wherever located, including
all property tangible or intangible and real or personal, good will, processes,
research and development projects, designs, patents, accounts receivable, bank
accounts, cash, securities, claims, contract rights, the right to use names,
trade names, trademarks, and copyrights used by Seller in connection with its
business and products, all as more specifically described and set forth in
Exhibit 1.01, attached hereto.
1.02. Purchase Price. Buyer shall purchase the aforementioned assets for
and in consideration of the issuance at closing to Seller of 6.4 million shares
of Buyer's common stock ($.001 par value).
1.03. Closing. The sale and purchase described in this Agreement shall be
consummated on or before April 14, 1998 ("Closing" or "Closing Date"). Such
Closing shall take place at 10:00 a.m. on April 14, 1998, or such other date
specified by the parties, at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.C.
In the event the Closing does not occur on or before April 14, 1998 or an
extension as may mutually be agreed upon by Buyer and Seller then this Asset
Purchase Agreement shall be treated as null and void.
ARTICLE 2. WARRANTIES OF SELLER
2.01. Subsidiaries and Affiliates. Seller's subsidiaries and affiliates are
as set forth on Exhibit 2.01.
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2.02. Title to Assets. Seller has good and marketable title to all assets
covered by this Agreement including its rights to all patents, know how and
intellectual property relating to the products it distributes. Except as
disclosed on Exhibit 2.02, the assets are not subject to any mortgage,
encumbrance or lien of any kind except minor encumbrances which do not
materially interfere with the use of the property in the conduct of the business
of Seller.
2.03. Authority to Sell. Seller has complied with all the requirements of
any applicable law of the State of California relative to the sale of assets
described in this Agreement and that prior to Closing, all of the consents and
approvals that may be required by law or by agreements to which Seller may be a
party will be obtained.
2.04. Financial Records. Seller will or has provided to Buyer the Seller's
financial records for the period from inception to March 15, 1998, which are
identified on Exhibit 2.04. Such financial records are correct and complete and
are able to be audited as determined by Buyer's accountants. Seller has taken no
action and will take no action prior to the Closing to materially change the
financial condition of Seller as shown on the financial records delivered
pursuant to this section.
2.05. Liabilities. Seller has no liabilities except as set forth on Exhibit
2.05. No liabilities of Seller are being assumed by Buyer.
2.06. Absence of Certain Chance. There has been no material adverse change
in the business, properties or financial condition of Seller since March 15,
1998.
2.07. No violation. Consummation of the transactions contemplated by this
Agreement will not constitute or result in a breach or default under any
provision of any charter, bylaw, indenture, mortgage, lease or agreement, or any
order, judgment, decree, law or regulation to which any property of Seller is
subject or by which Seller is bound, except for breaches or defaults which in
the aggregate would not have a materially adverse effect on Seller's properties,
business operations or financial condition.
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2.08. Taxes. No required federal, state and local tax returns are
delinquent and Seller has no outstanding tax liabilities, including but not
limited to income, withholding, property and corporate franchise taxes.
2.09. Litigation. Except as set forth in Exhibit 2.08, there is now no
litigation pending against Seller of which it or its officers are aware nor is
Seller aware of any threatened litigation that will, might, or could affect
consummation of the purchase and sale described in this Agreement or transfer of
title of any of the assets in good and marketable condition to Buyer, or may
result in a material adverse change in the business in respect to which the
assets are operated.
2.10. Disclosure. Neither this Agreement nor any Schedule, Exhibit or
certificate delivered in accordance with the terms hereof, or any document or
statement in writing which has been supplied by or on behalf of Seller or by any
of Seller's directors or officers, in connection with the transactions
contemplated hereby, contains any untrue statement of a material fact, or omits
any statement of a material fact necessary in order to make the statements
contained herein or therein not misleading. There is no fact or circumstance
known to Seller which materially and adversely affects or which may materially
and adversely affect its business, prospects or financial condition or its
assets, which has not been set forth in this Agreement, the Schedules, Exhibits,
certificates or statements furnished in writing to Buyer in connection with the
transactions contemplated by this Agreement.
2.11. Broker's or Finder's Fees. No broker, finder or similar intermediary
is entitled to fees in connection with the transactions contemplated by this
Agreement by virtue of any action or agreement of Seller.
2.12. Due Diligence. Seller has completed its due diligence review of
Buyer.
2.13. Survival of Warranties. Seller agrees that all warranties made by it
in this Agreement shall survive the Closing.
2.14. Other Agreements: At Closing, Seller shall execute the following
agreements:
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(a) Assignment of Multi-add Contract;
(b) ▇▇▇▇ of Sale; and
(c) Assignment of Name, Trade Name and Trade ▇▇▇▇
ARTICLE 3. WARRANTIES OF BUYER
Buyer represents and warrants as follows:
3.01. Due Organization. Buyer is a corporation duly organized and existing
under the Laws of the State of Florida and is in good standing. Buyer is in the
process of reincorporating in the State of Colorado and should it do so prior to
closing, Buyer shall be a corporation duly organized and existing under the Laws
of the State of Colorado and shall be in good standing.
3.02. Authority to Buy. This Agreement has been approved in accordance with
all applicable laws and Buyer has full power and authority to both execute and
perform this contract.
3.03. Capitalization. Buyer's authorized capital stock consists of
50,000,000 shares of Common Stock, ($.001 par value), of which 4,749,000 shares
are issued and outstanding, fully paid and nonassessable. There are no options,
warrants or rights outstanding to purchase shares of Common Stock from Buyer.
3.04. Subsidiaries and Affiliates. Buyer has no subsidiaries and no
affiliated entities.
3.05. Financial Statements. Seller's balance sheet as of ______, ___ 1997,
fairly presents the financial condition of Buyer as of said date and in
conformity with generally accepted accounting principles consistently applied.
3.06. Absence of Undisclosed Liabilities. Except to the extent reflected or
reserved against in Buyer's Balance Sheet, Buyer did not have at that date any
liabilities or obligations (secured, unsecured, contingent or otherwise) of a
nature customarily reflected in a corporate balance sheet prepared in accordance
with generally accepted accounting principles ("Liabilities"). All Liabilities
incurred subsequent to the Balance Sheet date have been or will be paid by
Buyer.
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3.07. Absence of Certain Changes. There has been no material adverse change
in the business, properties or financial condition of Buyer since March 15,
1998.
3.08. Litigation. There is no litigation, proceeding or investigation
pending or, to the knowledge of Buyer, threatened against Buyer which if
successful might result in a material adverse change in the business, properties
or financial condition of Buyer or which questions the validity or legality of
this Agreement or of any action taken or to be taken by Buyer in connection with
this Agreement.
3.09. Title. Buyer has good and valid title to all property included in the
Balance Sheet, other than property disposed of in the ordinary course of
business after said date. The properties of Buyer are not subject to any
mortgage, encumbrance or lien of any kind.
3.10. Tax Returns. No required federal, state and local tax returns are
delinquent and Buyer has no outstanding tax liabilities, including but not
limited to income, withholding, property and corporate franchise taxes.
3.11. No Violation. Consummation of the transactions contemplated by this
Agreement will not constitute or result in a breach or default under any
provision of any charter, bylaw, indenture, mortgage, lease or agreement, or any
order, judgment, decree, law or regulation to which any property of Buyer is
subject or by which Buyer is bound, except for breaches or defaults which in the
aggregate would not have a materially adverse effect on Buyer's properties,
business operations or financial condition.
3.12. Disclosure. Neither this Agreement nor any Schedule, Exhibit or
certificate delivered in accordance with the terms hereof, or any document or
statement in writing which has been supplied by or on behalf of Buyer or by any
of Buyer's directors or officers, in connection with the transactions
contemplated hereby, contains any untrue statement of a material fact, or omits
any statement of a material fact necessary in order to make the statements
contained herein or therein not misleading. There is no fact or circumstance
known to Buyer which materially and adversely affects or which may materially
and adversely affect its business, prospects or financial condition or its
assets, which has not been
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set forth in this Agreement, the Schedules, Exhibits, certificates or statements
furnished in writing to Seller in connection with the transactions contemplated
by this Agreement.
3.13. Broker's or Finder's Fees. No broker, finder or similar intermediary
is entitled to fees in connection with the transactions contemplated by this
Agreement by virtue of any action or agreement of Buyer.
ARTICLE 4. OPERATION OF BUSINESS
4.01. Seller to Continue Business. Seller shall continue to operate its
business in the normal course from the date of this Agreement until the Closing.
Any and all risk of loss or damages to the assets during such period from any
and all causes shall be borne by the Seller.
4.02. Adjustments. The operation of Seller's business and related income
and expenses up to the close of business on the day before the Closing Date
shall be for the account of Seller and thereafter for the account of Purchaser.
Expenses, including but not limited to utilities, personal property taxes,
rents, real property taxes, wages, vacation pay, payroll taxes, and fringe
benefits of employees of Seller, shall be prorated between Seller and Purchaser
as of the close of business on the Closing Date, the proration to be made and
paid, insofar as reasonably possible, on the Closing Date, with settlement of
any remaining items to be made within 30 days following the Closing Date.
4.03. Fees and Expenses. Legal, accounting and other fees, costs and
expenses to be incurred by each party regarding this Agreement and the
transactions contemplated hereby shall be paid by the party incurring them.
ARTICLE 5. CONDITIONS TO BUYER'S PERFORMANCE
Absent a waiver in writing, all obligations of the Buyer under this
Agreement are subject to satisfaction of the following conditions on or before
the Closing Date:
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5.01. Performance by Seller. Seller shall have performed, satisfied and
complied with all covenants, agreements, and conditions required by this
Agreement to be performed or complied with by it, on or before the Closing Date.
5.02. Representations and Warranties True as of the Closing Date. Except as
otherwise permitted by this Agreement, all representations and warranties by
Seller in this Agreement shall be true on and as of the Closing Date as though
made at that time.
5.03. Third Party Consents. All consents and approvals required to be given
by third parties shall have been obtained and Buyer shall have been furnished
with appropriate evidence reasonably satisfactory to it and its counsel of the
granting of such consents and approvals, all of which shall be attached hereto
as Exhibit 5.03.
5.04. No Material Adverse Chance. During the period from the date of the
most recent financial record set forth in Exhibit 2.04 to the Closing Date there
shall not have been any material adverse change in the financial condition or
results of operations of Seller and Seller has not sustained any material loss
or damage to its assets, whether or not insured, that materially affects its
ability to conduct a material part of its business.
5.05. Absence of Litigation. No action, suit, or proceeding before any
court or any governmental body or authority, pertaining to the transaction
contemplated by this Agreement, or to its consummation, shall have been
instituted or threatened on or before the Closing Date.
5.06. Corporate Approvals. The board of directors and the shareholders of
Seller, shall. have duly authorized and approved the execution and delivery of
this Agreement and all corporate action necessary or proper to fulfill Seller's
obligations hereunder on or before the Closing Date, copies of such approvals
shall be attached hereto as Exhibit 5.06.
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ARTICLE 6. CONDITIONS OF SELLER'S PERFORMANCE
Absent a waiver in writing, all obligations of Seller hereunder are subject
to the satisfaction of the following conditions on or before the Closing Date:
6.01. Representations and Warranties True as of the Closing Date. All
representations and warranties of Buyer contained in this Agreement shall be
true on and as of the Closing Date as though such representations and warranties
were made on and as of. that date.
6.02. Performance By Buyer. Buyer shall have performed and complied with
all covenants and agreements and satisfied all conditions required by this
Agreement to be performed by Buyer on or before the Closing Date.
6.03. Corporate Approvals. The Board of Directors of Buyer, shall have duly
authorized and approved the execution and delivery of this Agreement and all
action necessary or proper to fulfill Buyer's obligations hereunder on or before
the Closing Date, copies of which approvals shall be attached hereto as Exhibit
6.03.
ARTICLE 7. SELLER'S COVENANTS
7.01. Conduct of Business. From the date of this Agreement to the Closing,
Seller shall operate the business without causing detriment thereto, shall
maintain in effect all contracts, permits and approvals necessary for the
operation of the business as it is now being conducted, and shall maintain the
relationships with all persons and entities with whom Seller currently is doing
business.
7.02. Buyer's Investigation. Seller shall make available to Buyer at all
reasonable times all books and records of the business and such other items as
may be from time to time requested by Buyer.
7.03. Relinquishment of Name. Immediately following the Closing, Seller
shall cause all persons who currently are using the name "Lufam Technologies,
Inc." and any or all names under which all or part of its business is conducted
to relinquish the use of such names by all appropriate acts and filings as may
be required
8
with various state and local authorities, and to acknowledge that Seller and all
other persons have no rights with respect to the use and exploitation of such
names and any trade names or trade marks which prior to closing had been
utilized through Seller.
ARTICLE 8. INDEMNITY AGREEMENT
8.01. Seller's Indemnity. Except as otherwise expressly provided in this
Agreement or any attachment to this Agreement, Seller shall indemnify and hold
Buyer and the property of Buyer, including the assets purchased, free and
harmless from any and all claims, liability, loss, damage, or expense resulting
from Seller's ownership of the assets or Seller's operation of the assets,
including any claim, liability, loss or damage arising by reason of the injury
to or death of any person or persons, or the damage of any property, caused by
Seller's use of the assets, the condition of the assets when owned by Seller, or
the defective design or manufacture by Seller of any product or products.
8.02. Buyer's Indemnity. Except as otherwise provided in this Agreement or
any attachment to this Agreement, Buyer shall indemnify and hold Seller free and
harmless from any and all claims, liabilities, loss, damage, or expense
resulting from Buyer's acts or omissions to act after the Closing Date as they
relate to the assets purchased and liabilities assumed by Buyer pursuant to this
Agreement. Provided, however, Buyer shall incur no liability under this section
until and unless the aggregate amount of any and all claims, liability, loss,
damage, or expense equals or exceeds $5,000.
8.03. Indemnity Agreements of the Parties. The parties each shall
indemnify, defend, reimburse and hold harmless the other from and against any
and all Losses resulting from:
(a) Any inaccuracy in, or breach of, any representation and warranty
or nonfulfillment of any covenant on the part of Buyer or Seller,
respectively, contained in this Agreement.
(b) Any misrepresentation in or omission from or nonfulfillment of any
covenant on the part of Buyer or Seller, respectively, contained in any
other agreement, certificate or
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other instrument furnished or to be furnished to the other party by that
party pursuant to this Agreement.
ARTICLE 9. TERMINATION DEFAULT REMEDIES
9.01. Termination. If either Buyer or Seller materially defaults in the due
and timely performance of any of its warranties, covenants or agreements or in
the event of the failure to satisfy or fulfill any of the conditions, the
non-defaulting party may on the Closing Date give notice of termination. The
notice shall specify the default or defaults upon which the notice is based. The
termination shall be effective ten days after the Closing Date, unless the
specified default or defaults have been cured on or before the effective date of
the termination.
9.02. Default' Remedies. Notwithstanding Section 9.01, in the event of a
default, the non-defaulting party may seek specific performance of this
Agreement against the defaulting party from a court of competent jurisdiction,
or alternatively, such non-defaulting party may seek damages from the defaulting
party.
9.03. Litigation Costs. If any legal action or other proceeding is brought
for the enforcement of this Agreement or to remedy its breach, the prevailing
party in such action or proceeding shall be entitled to recover its actual
attorney's fees and other costs incurred in the action or proceeding, in
addition to such other relief to which it may be entitled.
ARTICLE 10. OPINION OF COUNSEL
10.01. Opinion of Seller's Counsel. Seller shall have delivered to Buyer
the opinion of its counsel, ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C., dated the Closing
Date, in substantially the form of Exhibit 10 hereto.
ARTICLE 11. MISCELLANEOUS
11.01. Brokers and Finders. Neither Seller nor Buyer have employed any
broker or finder in connection with the transactions contemplated by this
Agreement, or taken action that would give
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rise to a valid claim against any party for a brokerage commission, finder's
fee, or other like payment.
11.02. Conditions and Best Efforts. Seller will use its best efforts to
effectuate the transactions contemplated by this Agreement and to fulfill all
the conditions of the obligations of Seller under this Agreement, and will do
all acts and things as may be required to carry out its obligations under this
Agreement and to consummate and complete this Agreement.
11.03. Notices. Any and all notices or other communications required or
permitted by this Agreement or by law to be served on or given to either party
hereto, Buyer or Seller, by the other party hereto shall be, unless otherwise
required by law, in writing and deemed duly served and given when personally
delivered to the party to whom directed or any of its officers or, in lieu of
such personal service, when deposited in the United States mail, first-class
postage prepaid, addressed to:
Buyer: Progressive Mailer Corp.
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇,
President
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
With A Copy To Counsel: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.C.,
Attorneys at Law,
Attention: A. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
Seller: Lufam Technologies, Inc.
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, President
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
With A Copy To Counsel: ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C.
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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ARTICLE 12. GENERAL PROVISIONS
12.01. Further Assurances. At any time, and from time to time, after the
Effective Date, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to confirm or
perfect title to any property transferred hereunder or otherwise to carry out
the intent and purposes of this Agreement.
12.02. Waiver. Any failure on the part of either party hereto to comply
with any of its obligations, agreements or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.
12.03. Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
12.04. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties and their respective successors and assigns;
provided that this Agreement may not be assigned by any party without the
consent of the other parties.
12.05. Schedules and Exhibits. The Schedules and Exhibits referred to in
this Agreement shall be construed as an integral part of this Agreement as if
the same had been set forth herein and shall be satisfactory in form and
substance to each party hereto.
12.06. Headings. The section and subsection headings in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
12.07. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Colorado, the principal
place of business of Buyer, without regard to conflict of laws. This Agreement
shall be subject to the jurisdiction and venue of the state and federal courts
situated in Denver, Colorado.
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12.08. Assignment This agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns; provided,
however, that any assignment by either party of its rights under this Agreement
without the written consent of the other party shall be void.
12.09. No Benefit to Third Parties. No provision of this Agreement is
intended to confer any rights or remedies upon any person not a party of this
Agreement.
12.10. Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
EXECUTED on April 8, 1998 at Denver, Colorado.
Buyer: Progressive Mailer Corp.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Seller: Lufam Technologies, Inc.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇, President
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Exhibit 2.01
The assets of RKS Impressions are also being purchased. RKS Impressions has no
liabilities other than the balance of the purchase of equipment, see Exhibit
5.03 regarding assignment of leases.
Exhibit 2.05
LTI has no liabilities other than as set forth in the Schedule of Assets.
Authority for conversion of all loans and advances to LTI to equity is attached
as a separate document
Authority to Covert Loans and Advances to Equity
In order to induce Progressive Mailer Corporation to close on the Asset Purchase
Agreement executed with LuFam Technologies, Inc., the undersigned, representing
creditors of LTI hereby agree to convert loans to equity in the form of stock.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Director
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Director
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Shareholders
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Shareholders
Exhibit 2.08
There is no litigation pending against LTI.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, former counsel to LuFam Technologies, Inc. has indicated his
intent to collect the balance of his legal fees totaling approximately eighteen
thousand (18,000) dollars.
Exhibit 5.03
Third party consents may be required regarding assignment of the following and
will be obtained as soon as possible after the close of this Agreement
Office: ▇▇▇▇▇▇ ▇▇▇▇▇ Development
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, RPA
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
re: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇
Telephone: (AT&T Capital Leasing Services, Inc.)
Graybar Financial Services, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇
(Fax) 800/▇▇▇-▇▇▇▇
Security: Westec Security
▇▇▇▇▇▇▇ Beetle Stone, Consultant
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
Cell Phone: Pacific ▇▇▇▇ Mobile Services
Contract # 428175
Customer Care Department
▇-▇▇▇-▇▇▇-▇▇▇▇
Furniture: Fashion Furniture Leasing
Contact: ▇▇▇▇▇▇▇
Agreement No. 31188
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
Insurance: ▇▇▇▇▇▇▇ Insurance Agency
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, #▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
Subscription: Signs Of The Times
Industry Literature
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
Customer No. 1549404
(RKS Impressions) Construction Solutions and Designs, Inc.
Printing/Computer ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
LUFAM TECHNOLOGIES, INC.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(213) 461-8111
April 20, 1998
Progressive Mailer Corp.
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Letter of Assignment.
LuFam Technologies, Inc., (a privately held California Corporation) hereby
assigns to Progressive Mailer Corp., (a public company d.b.a. New Millennium
Media International) the following Trademarks and Tradenames:
1. LuFam Technologies, Inc.
2. R.K.S., Inc.
3. New Millennium Media International
4. EyeCatcher
5. IllumiSign
6. All other Trademarks and Tradenames used in connection with the
business of LuFam Technologies, Inc.
/s/
-------------------------------
LuFam Technologies, Inc.
By: ▇▇▇ ▇▇▇▇▇▇
Date: 4-23-98
