MEMORANDUM OF UNDERSTANDING
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A. Identified Parties
1. This Memorandum of Understanding (MOU) is an agreement entered
into and by the Buyer and Seller identified as:
a. Seller: Seair Group, Inc.
0000 Xxxxxxxxx Xxxxxxxx Xxxx, #0000
Xxxxxxx, XX 00000
(000) 000-0000
b. Buyer: SEAGLIDERS, LLC.
B. Date of MOU
1. This MOU is validated by signature on August 31, 1999.
C. Terms and Conditions
1. The terms and conditions of this MOU are solely and
exclusively expressed below.
2. The terms and conditions of this MOU may be revised or deleted
upon mutual written agreement by both parties.
3. This MOU is a mutual agreement between two parties and is
subject to signing a definite agreement with appropriate
representations and warranties.
4. Buyer Agrees To:
a. Purchase the Seller's operating unit to include its
product line, assets, liabilities, and goodwill.
b. Pay the Seller the equivalent of the Operating Assets
less the Operating Liabilities posted on the Seller's
balance sheet (unaudited) for the period ending
August 31, 1999.
c. Release the Seller of all liabilities past, present
and future for all services, products and outstanding
invoices denoted in Attachment A to this document.
5. Seller Agrees To:
a. Sell its product line, assets, liabilities, and
goodwill.
b. Establish and execute a credit to the purchase price
for the Buyer's full and unequivocal assumption of
the liabilities, which are listed with a fair value
on Attachment A to this document.
c. In the event the remuneration as defined in paragraph
C.4b is less than $0.00, the Seller shall allow the
Buyer to negotiate a purchase of Company shares at a
discount to the average of the 30 day trailing market
price. The number of shares and sale price must be
approved by the Seller's BOD.
d. Hold a Promissory Note issued by the Buyer for the
terms listed below:
1. The Note shall be subordinate.
2. The Note shall bear simple interest on the
outstanding principal balance hereof at the
rate of six percent (6%) per annum.
3. Interest shall be payable annually on the
first business day following the anniversary
date of the Note in each calendar year.
4. The Note shall be due and payable in full at
three (3) years from date of Note.
e. Not manufacture, market or sell a competing product
line within three (3) years from date of sale.
D. Execution of MOU
1. This MOU is formally executed upon the following
signatures.
/s/ Xxxxxxx Xxxxx
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(Buyer Signature)
/s/ Xxxxxx X. Xxxx
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(Seller Signature)
ATTACHMENT A
A. Statement of Seller's Liabilities Assumed by the Buyer
1. Buyer agrees to assume the following liabilities:
a. All repairs to and replacement of parts or Products
manufactured, assembled and/or sold prior to the
execution of this agreement.
b. All existing and open contracts between the Seller
and its vendors.
c. All outstanding debts due to customers for returned
Products.
d. All undelivered Products paid in partial or full by
customers.
2. Seller agrees to assign the following value to the liabilities
listed above:
a. $25,000 for all repairs to and replacement of parts
or Products manufactured, assembled and/or sold prior
to the execution of this agreement.
b. $30,000 for all existing and open contracts between
the Seller and its vendors.
c. $16,000 for all outstanding debts due to customers
for returned Products.
d. $50,000 for all undelivered Products paid in partial
or full by customers.
B. The undersigned due hereby agree to all the assumptions and
value of liabilities listed above.
/s/ Xxxxxx X. Xxxx
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Seair Group, Inc.
/s/ Xxxxxxx Xxxxx
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SeaGliders, LLC
