EXHIBIT 2.4
BUSINESS PURCHASE AGREEMENT ("AGREEMENT") BETWEEN IVI COMMUNICATIONS, INC.,
INTERNET BUSINESS CONSULTING, INC. AND XXXXXXXX.XXX, LLC.
This Business Purchase Agreement entered into on January 1, 2005 by and between
IVI Communications, Inc. ("Buyer"), a Nevada corporation incorporated May 8,
2002 doing business at 0000 X. Xxxxxxx Xxxx., Xxxxx 000, Xxx Xxxxxxx, XX 00000
and Internet Business Consulting, Inc. ("IBC") a Florida corporation
incorporated May 6, 1996 doing business at 000 Xxxx Xxxx Xxxxxx, Xxxxxxxx, XX
00000 and XxxXxxxx.Xxx, Llc ("AppState") a North Carolina corporation
incorporated July, 2004 doing business at 000 Xxxx Xxxx Xxxxxx, Xxxxx, XX 00000.
IBC and AppState are jointly referred to as "Seller". All Consideration will be
paid to IBC's majority shareholder and AppState's managing member Xxxxxx to be
distributed to owners and shareholders of Seller.
WHEREAS, Buyer is an entity that wishes to acquire Seller's corporations and
named ("Assets") on Schedule A and ("Liabilities") on Schedule B to this
Agreement; and,
WHEREAS, Buyer has 105,000,000 shares authorized; and,
WHEREAS, Seller wishes to sell its corporation and named assets and liabilities
to Buyer, and,
WHEREAS, Seller are non-public corporations with either wholly owned or majority
owned with controlling interest by Xxxxx X. Xxxxxx ("Xxxxxx"); and,
THEREFORE, Seller and Buyer agree to the following terms and structure of the
Agreement:
CONSIDERATION: Buyer will acquire 100% of Sellers Stock in IBC and the
corporation of AppState in exchange for restricted shares of Buyer's common
stock valued at $1 per share on a dollar-for-dollar exchange equal to one times
the annual revenue of IBC plus one times the annualized revenue of AppState
(based upon Buyers audit of Seller's corporations' total revenues for fiscal
year ending December 31, 2004) Such shares will be restricted stock with 100,000
shares paid within 10 days of this agreement and the balance issued to Seller no
later than 10 days after completion of Buyer's audit. Buyer agrees that the
market value of its stock shall be $1 per share by January 1, 2007. Failure to
achieve this value will result in an adjustment of the purchase price
("make-good" clause).
The Buyer also agrees to Seller to make 12 monthly payments of $28,334 with the
first payment due with the signing of this agreement, followed by 12 payments of
$20,000 all due no later than the 1st day of the month following completion of
Buyer's Audit and then on the 1st day of each subsequent month thereafter until
paid in full. Seller may, at their option up and until all payments have been
made, have any or all of this paid as part of an employment contract with Xxxxxx
as compensation.
1
The Buyer also agrees to authorize Internet Business Consulting, Inc. and
XxxXxxxx.Xxx, Llc to enter into a `sell leaseback' financial transaction
("Lease") so that certain Assets on Schedule A may, at Buyer's option, be put on
the Lease to enable the Seller to be paid for the Assets. Buyer agrees to select
certain Assets to be put on the Lease no later than April 15, 2005. Any assets
not on the Lease shall remain the property of Seller and listed on Schedule C.
Seller has the option to store the Assets on Schedule C at the offices of
Internet Business Consulting, Inc. and XxxXxxxx.Xxx, Llc until all Consideration
due to Seller has been paid in full. Seller agrees to the following terms of the
Lease and the full terms and conditions of the Lease per Attachment 1 to this
Agreement:
1. 24-month term with 24 equal payments.
2. $1.00 Purchase Option at the end of the Lease.
3. Acceptance Date of January 1 and a Commencement Date of May 1, 2005
(120 day `no pay' period).
4. 10% Interest Rate (rate factor of .04577).
5. Up to $100,000.
The allocation of the total purchase price paid shall be determined solely by
the Seller, adhere to generally acceptable accounting principals, and notice
given to Buyer by December 31, 2005.
Audit: Buyer has until April 15, 2005 to complete an audit on Seller's
corporations at the cost to the Buyer. During the audit, if it is discovered
that any material misrepresentations took place the Agreement shall be adjusted.
If Buyer is unable to complete the audit by May 13, 2005, this Agreement becomes
null and void and Seller may retain the initial payment of $28,834 and 100,000
shares of restricted stock; and Buyer waives any Notice requirement and agrees
that this constitutes an immediate event-of-Default. Seller agrees to full and
timely response to any request for information by auditor.
Employment: It is anticipated that all employees of Seller will be retained by
Buyer and that Xxxxxx will be an employee of Buyer under a contract to be
separately negotiated within 90 days from this Agreement to manage the corporate
operations acquired by Buyer from Seller and that Xxxxxx will utilize his
knowledge of the ISP and Wireless Internet market to identify and assist Buyer
in acquiring additional ISP and Wireless ISP operations.
Default: Failure by either party to perform under the terms of this Agreement
constitutes an event-of-default. The non-defaulting party must provide the other
party Notice as outlined in this Agreement. If the defaulting party does not
cure the event-of-default or come to a formal, written agreement on the default
within 30 days upon serving Notice the non-defaulting party may exercise its
rights under the Remedies outlined in this agreement or as provided by local,
state, and federal laws.
Notice(s): All notices, except as outlined in the Audit section, must be by
commercial carrier with tracking confirmation or USPS certified mail.
To Buyer: Xxxx Xxxxxx To Seller: Xxx Xxxxxx
IVI Communications 0000 Xxxxx Xxxxxx Xxxx
0000 X. Xxxxxxx Xxxx. Xxxxxxxxx, XX 00000
Xxxxx 000
Xxx Xxxxxxx, XX 00000
2
Remedies: In the case of an uncured Default by Buyer all company stock and
assets held in the corporation of Internet Business Consulting, Inc. and
XxxXxxxx.Xxx, Llc shall be transferred to Xxxxxx or any assignee as designated
by Xxxxxx and the following will immediately occur but not limited to:
1. The corporation and assets will be transferred to Xxxxxx free and
clear of any encumbrances, and
2. Xxxxxx may take peaceful possession of the Corporation and assets, and
3. Xxxxxx may recover all commercially reasonable costs and expenses
incurred by Seller or Xxxxxx to effect theses Remedies, and
4. Seller and Xxxxxx may retain any cash Consideration paid under this
agreement, and
5. Seller and Xxxxxx is due any cash Consideration that may be due
through the date of Default, and
6. Seller may retain 100,000 shares of restricted stock, and
7. Buyer agrees to execute such financing statements, amendments thereto
and other instruments as may be requested by Seller or Xxxxxx and hereby
constitutes and appoints Xxxxxx its true attorney-in-fact to execute such
financing statements, amendments thereto on behalf of Buyer without
Buyer's signature
UCC Filings: Seller agrees to execute such financing statements, amendments
thereto and other instruments as may be requested by Xxxxxx and hereby
constitutes and appoints Xxxxxx its true attorney-in-fact to execute such
financing statements, amendments thereto on behalf of Buyer without Buyer's
signature. Seller agrees that the filing of this Agreement or a photocopy
thereof shall constitute and be the equivalent of the filing of an original
financing statement with respect to the Assets under the Uniform Commercial Code
and Seller hereby adopts any photocopy or other reproduction of its signature on
this Agreement as its own.
Confidentiality: Both parties mutually agree that it will not at any time, or in
any fashion or manner divulge, disclose or otherwise communicate to any person
or corporation, in any manner whatsoever, any information of any kind, nature,
or description concerning any matters affecting or relating to the business of
each other's company. This includes its method of operation, or its plans, its
processes, or other data of any kind or nature that they know, or should have
known, is confidential and not already information that resides in the public
domain. Both parties expressly agree that confidentiality of these matters is
extremely important and gravely affect the successful conduct of each company,
and its goodwill, and that any breach of the terms of this section is a material
breach of this Agreement.
Brokerage Fees: Seller is not and shall not be party to, or in any way obligated
under any contract or agreement, oral or written, for the payment of fees or
expenses to any broker or other party in connection with the origin,
negotiation, execution or consummation of this Agreement.
Governing Law: This Agreement shall be construed and interpreted in accordance
with, and the validity of this Agreement shall be judged by the laws of the
State of North Carolina. Sole and exclusive jurisdiction for any litigation
regarding this Agreement shall be in the appropriate State Court in and for
Mecklenburg County, North Carolina.
Attorney's Fees: The prevailing party shall be entitled to recover a reasonable
attorney's fees in connection with any litigation arising out of this Agreement
or its interpretation.
3
Severability: The invalidity of any provision of the Agreement shall not impair
the validity of any other provision. If any provision of this Agreement is
determined to be unenforceable by a court of competent jurisdiction, such
provision shall be deemed severable and the remaining provisions of the
Agreement shall be enforced
ACCEPTED AND AGREED TO:
IVI Communications, Inc. Internet Business Consulting, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxxx By: /s/ Xxxxx X. Xxxxxx
-------------------------------- -----------------------------
Printed Name: Xxxxxxx X. Roodenberg Printed Name: Xxxxx X. Xxxxxx
Title: COO Title: President
Date: 1/31/05 Date: 1/31/05
XxxXxxxx.Xxx, Llc
By: /s/ Xxxxx X. Xxxxxx
Printed Name: Xxxxx X. Xxxxxx
Title: Managing Member
ATTACHMENT A - ASSETS, INTERNET BUSINESS CONSULTING, INC, PAGE 1 OF 2
As of September 30, 2004 and to be revised by Buyer's Audit based on assets held
on December 31, 2004. Buyer has the option of purchasing any of the following
Tangible Assets for Cash on or before April 15, 2005 or at it's option putting
such Tangible Assets on the Lease as defined under `Consideration' of this
Agreement. Tangible Assets not purchased or put on the Lease will be added to
Schedule C. Buyer and Seller will mutually agree to the Fair Market Value of
Tangible Assets as of January 1, 2005.
Internet Business Consulting, Inc. Tangible Assets
--------------------------------------------------
$ 129,646 Inventory (may be offset by associated Accounts Payable)
$ 4,200 Security Deposit
$ 3,400 IBC Signage
$ 2,500 Tradeshow Booth
$ 850 Sony LCD Projector
TBD Office Equipment, Machines and Software
TBD Office Furniture
TBD Office Supplies
TBD Training Center Furniture
TBD Installation Equipment, Tools, Ladders
TBD Shelves in Laboratory/Inventory Room
TBD Other Assets as Needed by Buyer
Internet Business Consulting, Inc. Intangible Assets
----------------------------------------------------
Local and Toll Free Phone Numbers
Domain Names and Web Sites
All Data Bases and Customer Lists
Company Name, Nick Names, Logos, Trademarks
Marketing Materials & Supplies
4
Specific Assets of Internet Business Consulting, Inc. excluded from the
Business Purchase Agreement, Attachment A
Cash received before January 1, 2005
Inventory Not Offset by Accounts Payable
Accounts Receivable
(3) Laptop Computers owned by Employees X. Xxxxxx, X. Xxxxxx, X.
Xxxxxxx 2001 BMW M5 1999 Dodge Durango Glass & Wood Cabinet at front
reception desk (10) Office Workstation Cubicles Consigned Inventory for
Resale The office building at 000 Xxxx Xxxx Xxxxxx is not owned by
Seller
5
ATTACHMENT A - ASSETS, XXXXXXXX.XXX, LLC PAGE 2 OF 2
As of September 30, 2004 and to be revised by Buyer's Audit based on assets held
on December 31, 2004. Buyer has the option of purchasing any of the following
Tangible Assets for Cash on or before April 1, 2005 or at it's option putting
such Tangible Assets on the Lease as defined under `Consideration' of this
Agreement. Tangible Assets not purchased or put on the Lease will be added to
Schedule C. Buyer and Seller will mutually agree to the Fair Market Value of
Tangible Assets as of January 1, 2005
XxxXxxxx.Xxx, Llc Tangible Assets
----------------------------------
Inventories
Network Operations Assets
Office Equipment, Machines, & Supplies
All Software
Installation Equipment & Supplies
Field Network Equipment
Other Assets as Needed by Buyer
XxxXxxxx.Xxx, Llc Intangible Assets
------------------------------------
Local and Toll Free Phone Numbers
Customer Lists and Data Bases
Domain Names and Web Sites
Company Name, Nick Names, Logos, Trademarks
Marketing Materials & Supplies
Specific Assets of XxxXxxxx.Xxx, Llc. excluded from the Business Purchase
Agreement, Attachment A
Cash prior to January 1, 2005
Accounts Receivable
Laptop Computers used by employees Xxxxx Xxxxxxxxx and XX Xxxxxxxx
(2) Ladders
6
ATTACHMENT B - LIABILITIES, INTERNET BUSINESS CONSULTING, INC. PAGE 1 OF 2
As of September 30, 2004 and to be revised by Buyer's Audit based on liabilities
held on December 31, 2004
Internet Business Consulting, Inc. Liabilities
----------------------------------------------
$ 167,539 Accounts Payable (excluding those associated with A/R)
$ 2,303 Accrued Expenses
Office Lease with Sir Frog Enterprises, Llc.
Master Lease with Sir Frog Enterprises, Llc.
Office Building Insurance
Office Building Property Taxes
Company Insurance
Utilities (Electric, Water, Phone)
Specific Liabilities of Internet Business Consulting, Inc. excluded from the
Business Purchase Agreement, Attachment B
$ 493,860 Revolving Line of Credit
$ 85,280 Due to Related Party
7
ATTACHMENT B - LIABILITIES, XXXXXXXX.XXX, LLC. PAGE 2 OF 2
As of September 30, 2004 and to be revised by Buyer's Audit based on liabilities
held on December 31, 2004
XxxXxxxx.Xxx, Llc Liabilities
-----------------------------
Accounts Payable (excluding those associated with A/R)
Master Lease with Sir Frog Enterprises, Llc.
Lease Agreement with Xxxxx Fargo Financial
Accrued Expenses
Office & Apartment Lease
Office & Apartment Building Insurance
Company Insurance
Utilities (Electric, Water, Phone)
Yellow Pages
Specific Liabilities of XxxXxxxx.Xxx, Llc excluded from the Business Purchase
Agreement, Attachment B.
8
ATTACHMENT C - EXCLUDED ASSETS, INTERNET BUSINESS CONSULTING, INC. PAGE 1 OF 2
Buyer agrees to select certain Tangible Assets to be put on the Lease no later
than April 15, 2005. Any assets not on the Lease shall remain the property of
Seller and listed on this Schedule C. Seller has the option to store the Assets
on Schedule C at the offices of Internet Business Consulting, Inc. until all
Consideration due to Seller has been paid in full.
Assets:
Inventory paid for by IBC but not included in the purchase; may be purchased for
resale subsequent to 12-31-04.
9
ATTACHMENT C - EXCLUDED ASSETS XXXXXXXX.XXX, LLC PAGE 2 OF 2
Buyer agrees to select certain Tangible Assets to be put on the Lease no later
than April 15, 2005. Any assets not on the Lease shall remain the property of
Seller and listed on this Schedule C. Seller has the option to store the Assets
on Schedule C at the offices of and XxxXxxxx.Xxx, Llc until all Consideration
due to Seller has been paid in full.
Assets:
Inventory paid for by XxxXxxxx.Xxx, Llc but not included in the purchase may be
purchased for resale subsequent to 12-31-04.
