EHIBIT 4.3
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT is made effective as of May 1, 2000, by and among
596319 B.C. LTD., a British Columbia corporation (the "Vendor") and COAST FALCON
RESOURCES LTD. (the "Purchaser").
RECITALS
A. The Vendor owns certain rights to a number registered internet domain names
set out on Schedule A hereto (the "Names").
B. The Vendor desires to sell and the Purchaser desires to purchase the Names,
pursuant to the terms and conditions set forth below.
AGREEMENT
NOW THEREFORE, in consideration of the mutual agreements, covenants, conditions,
representations and warranties contained in this Agreement, the sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:
1. Purchase of Assets.
---------------------
1.1 Purchase and Sale. On the Closing Date (as defined below), the
Purchaser shall purchase from the Vendor, and the Vendor shall sell,
convey, transfer and assign to the Purchaser, the Vendor's right and
beneficial interest in and to the Names.
1.2 Trust Declaration. The Vendor shall continue hold legal title to the
Names, after the Closing Date, in trust for the sole benefit and use
of the Purchaser in accordance with the provisions set out in Section
4 of this Agreement.
1.3 Renewal. The Purchaser acknowledges and agrees that it shall be solely
responsible to renew, at its own expense, the registration of the
Names as required upon the expiry of the registration term.
1.4 Obligations. Except for the obligations of the Purchaser under this
Agreement, the Purchaser shall not assume, pay, perform or discharge
(or cause to be paid, performed or discharged) any liabilities,
expenses or obligations of the Vendor, whether fixed, unliquidated,
absolute, contingent, known, unknown or otherwise.
-87-
1.5 Purchase Price. On the Closing Date the Purchaser shall deliver to the
Vendor a promissory note in favor of the Vendor in the amount of FORTY
THOUSAND ($40,000.00) substantially in the form attached hereto as
Schedule B.
1.6 Royalties. The Purchaser shall pay and deliver to the Vendor, upon
receipt by the Purchaser, fifteen percent (15%) of all cash and other
non-cash consideration received by the Purchaser at any time and from
time to time after the effective date of the Agreement up to the close
of business on April 30, 2005, to a maximum of $1,000,000 (non-cash
consideration shall be valued at the time of receipt).
1.7 Closing. The consummation of the transaction contemplated herein shall
take place on September 15, 2000, or at such other time the parties
hereto mutually may determine (the "Closing Date").
1.8 Conditions. The consummation of the transaction contemplated hereby is
subject to the approval of the shareholders of the Vendor and the
Purchaser. If such approvals are not obtained by September 15, 2000
this Agreement shall be terminated and have no further force or effect
unless the parties hereto mutually determine otherwise.
2. Representations and Warranties of the Purchaser. The Purchaser represents
-------------------------------------------------
and warrants to the Vendor that now and as of the Closing Date:
2.1 Organization. The Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the province of
British Columbia, and has all requisite corporate power and authority
to enter into this Agreement and perform its obligations thereunder.
2.2 Authorization. All corporate action on the part of the Purchaser, and
its officers, directors and shareholders, necessary for the
authorization, execution, delivery and performance of this Agreement
and the consummation of the transaction contemplated therein has or
will be taken prior to the Closing Date. The Company will seek to
obtain shareholder approval of the transaction contemplated hereby
prior to the Closing Date.
2.3 Infringement. The Purchaser acknowledges and understands that the
Vendor does not own nor is it conveying hereunder any trademarks or
copyrights, and that the Purchaser has made no representation or
warranty that the use of the Names will not infringe upon any third
party rights under existing trademarks or copyrights.
3. Representations and Warranties of the Vendor. The Vendor represents and
--------------------------------------------
warrants to the Purchaser that now and as of the Closing Date:
3.1 Organization. The Vendor is a corporation duly organized, validly
existing and in good standing under the laws of the province of
British Columbia and has all requisite corporate power and authority
to enter into this Agreement and perform its obligations thereunder.
-88-
3.2 Authorization. All corporate action on the part of the Vendor, and its
officers and directors, necessary for the authorization, execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated therein has or will be taken prior to the
Closing Date. The Company will seek to obtain shareholder approval of
the transaction contemplated hereby prior to the Closing Date.
3.3 Ownership . To the best of its knowledge, understanding and belief the
Vendor: (i) is the legal and beneficial owner of the Names, and (ii)
has the full right to sell the Names pursuant to the terms of this
Agreement.
3.4 Other Interests. To the best of its knowledge, understanding and
belief, there are no royalty or other interests of any nature
whatsoever in the Names, except as disclosed herein.
4. Trust Declaration.
------------------
4.1 The Vendor hereby declares that it shall hold legal title to the Names
irrevocably in trust for the use, benefit, and advantage of the
Purchaser.
4.2 The Vendor represents, warrants and covenants that it shall:
(i) not sell, transfer, assign, hypothecate, pledge or otherwise
dispose of or encumber any of the Names without the express
written consent of the Purchaser; and
(ii) make such applications and execute all such documents and do all
such dealings as is reasonably required by the Purchaser to
protect its beneficial interest or to facilitate any request made
by the Purchaser to effect a change in its beneficial interest in
the Names.
4.3 The Vendor irrevocably appoints the Purchaser to be its lawful
attorney in its name.
4.4 The Purchaser hereby agrees and acknowledges that it shall pay all
costs of any kind or nature that arise, after the effective date
hereof, in connection with the Names, including but limited to future
registration costs, legal fees and taxes.
5. Indemnification. The Purchaser shall defend, indemnify and hold the
---------------
Vendor and its directors, officers and representatives and their Affiliates
and Associates (the "Indemnified Persons") harmless from and against, and
reimburse the Vendor forthwith with respect to, any and all losses, claims,
damages, liabilities, judgements, settlements, costs and expenses of every
nature whatsoever, including reasonable lawyer's fees, incurred by the
Vendor by reason of or arising out of or in connection with any threatened
or actual legal, regulatory or other proceedings, arbitration, claims or
hearings of any nature whatsoever as a result of any matters connected to
the ownership, use, sale or lease of the Names.
-89-
6. Competition
-----------
The Purchaser acknowledges that the Vendor has retained legal and
beneficial ownership to certain other internet domain names set out on Schedule
C and that the Vendor may sell, transfer or use any of said assets in any manner
the Vendor determines at its sole discretion without any consent or agreement of
the Purchaser.
7. Miscellaneous.
-------------
7.1 Expenses. The Purchaser shall pay for all costs incurred in connection
with the purchase and sale of the Names, including but not limited to
legal and accounting fees.
7.2 Transfer, Sales and Property Taxes. The Purchaser shall pay any
transfer, sales, purchase or use or similar tax imposed under law of
any nation, province or any county, city or political subdivision
thereof, arising out of the transaction contemplated by this Agreement
and any filing or recording fees payable in connection with the
instruments of transfer provided for herein.
7.3 Entire Agreement. This Agreement sets forth the entire agreement, and
supersedes any and all prior agreements, of the parties hereto with
respect to the transaction contemplated by this Agreement.
7.4 Successors and Assigns. This Agreement will be fully binding upon,
inure to the benefit of and be enforceable by the parties and their
respective successors, assigns and legal representatives.
7.5 Amendment. No change, obligation or amendment of any provision of this
Agreement will be valid unless set forth in written amendment to this
Agreement signed by both parties hereto.
7.6 Governing Law. This Agreement will be interpreted, construed and
enforced in accordance with the laws of the province of British
Columbia.
7.7 Remedies and Warranties Disclaimer. IN NO EVENT SHALL THE VENDOR BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES, LOST REVENUES OR PROFITS, OR LOST DATA OR USE
INCURRED BY ANY PARTY, HOWEVER CAUSED, NO MATTER WHAT THEORY OF
LIABILITY, EVEN IF THE VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN THIS
AGREEMENT, THE VENDOR DOES NOT MAKE AND HEREBY DISCLAIMS ANY EXPRESS
OR IMPLIED WARRANTIES.
7.8 Cooperation. The parties hereto agree to execute all such further
documents and to do all such further acts as may be reasonably
required in order to complete any portion of the transactions
contemplated hereby.
-90-
7.9 Counterparts. This Agreement may be executed in as many counterparts
as may be necessary and by facsimile, each of such counterparts so
executed will be deemed to be an original and such counterparts
together will constitute one and the same instrument and
notwithstanding the date of execution will be deemed to bear the day
and year first above written.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the 26th day
of June, 2000.
596319 B.C. LTD.
As per:
/s/ Bill McCartney
- -----------------------
Authorized Signatory
COAST FALCON RESOURCES LTD.
As per:
/s/ Vernon Meyer
- ---------------------
Authorized Signatory
-91-
SCHEDULE "A"
NAMES
accessinside.com accommodationinside.com accommodationsinside.com
accountantinside.com advertiseinside.com advertiseitinside.com
advertisinginside.com adviceinside.com airfareinside.com
airlineinside.com alabamainside.com albertainside.com
amarilloinside.com anchorageinside.com anniversaryinside.com
antiquesinside.com appliancesinside.com architectinside.com
arizonainside.com arkansasinside.com astrologyinside.com
atlantainside.com atlasinside.com attorneyinside.com
auctionitinside.com auctionsinside.com automobilesinside.com
autopartsinside.com autoracinginside.com autosinside.com
baltimoreinside.com bankinginside.com bargaininside.com
baseballinside.com basketballinside.com bcinside.com
beerinside.com betinside.com bettinginside.com
bikinginside.com birminghaminside.com birthdayinside.com
blackjackinside.com bmxinside.com boatsinside.com
boiseinside.com booksinside.com borrowinside.com
bostoninside.com bowlinginside.com boxinginside.com
boxofficeinside.com
buffaloinside.com bungeeinside.com businessworldinside.com
buyandsellinside.com calgaryinside.com
californiainside.com camerasinside.com campinginside.com
canadainside.com careersinside.com carsinside.com
cashinside.com celebritiesinside.com charlestoninside.com
chicagoinside.com childrenswearinside.com
chiropractorinside.com christmasinside.com cincinnatiinside.com
classifiedsinside.com clevelandinside.com clothinginside.com
collectiblesinside.com cologneinside.com coloradoinside.com
columbusinside.com computergamesinside.com computerinside.com
computersinside.com computersoftwareinside.com connecticutinside.com
connectinside.com consultantinside.com cookinginside.com
cookinside.com cosmeticsinside.com crapsinside.com
creditcardsinside.com cricketinside.com cruiseinside.com
cruisesinside.com cyclinginside.com dallasinside.com
daytradinginside.com delawareinside.com demoineinside.com
dentistinside.com denverinside.com
dialinside.com dietinside.com directoryinside.com
discountsinside.com doctorinside.com
downloaditinside.com drugsinside.com easterinside.com
editorialinside.com edmontoninside.com educationinside.com
-92-
electronicsinside.com employmentinside.com engineerinside.com
entertainmentinside.com eventsinside.com
extremesportsinside.com eyesinside.com fashioninside.com
fathersdayinside.com financialworldinside.com
fishinginside.com fitnessinside.com fixitinside.com
floridainside.com floristinside.com flowersinside.com
footballinside.com fortworthinside.com freestuffinside.com
furnitureinside.com gamblinginside.com gaminginside.com
gardeninginside.com gardeninside.com georgiainside.com
getyourassinside.com golfinginside.com
graduateinside.com greenbayinside.com greetingcardsinside.com
groceriesinside.com groceryinside.com haircareinside.com
halloweeninside.com hardwareinside.com hartfordinside.com
hawaiiinside.com healthcareinside.com hobbiesinside.com
hockeyinside.com holidayinside.com holidaysinside.com
homeinside.com honoluluinside.com horoscopeinside.com
horseracinginside.com hotelsinside.com houstoninside.com
huntinginside.com idahoinside.com illinoisinside.com
incomeinside.com indianainside.com indianapolisinside.com
infomercialinside.com inlineskatinginside.com insuranceinside.com
investinside.com investmentbankerinside.com investmentinside.com
investmentsinside.com iowainside.com ipoinside.com
jacksonvilleinside.com jewelryinside.com
kansascityinside.com kansasinside.com kauaiinside.com
kentuckyinside.com kitcheninside.com knoxvilleinside.com
ladieswearinside.com lasvegasinside.com
laughlininside.com lawinside.com lawyerinside.com
leaseinside.com leaseitinside.com
libraryinside.com lingerieinside.com liqourinside.com
littlerockinside.com lodginginside.com longdistanceinside.com
losangelesinside.com louisianainside.com louisvilleinside.com
luggageinside.com magazinesinside.com mailboxinside.com
maineinside.com makeupinside.com mallinside.com
manitobainside.com mapsinside.com marketinginside.com
marylandinside.com massachusettsinside.com mauiinside.com
memorabiliainside.com memphisinside.com menswearinside.com
miamiinside.com michiganinside.com milwaukeeinside.com
minivansinside.com minneapolisinside.com minnesotainside.com
mississippiinside.com missouriinside.com montanainside.com
montrealinside.com mortgageinside.com mortgagesinside.com
mothersdayinside.com motorcrossinside.com motorcyclesinside.com
motorsportsinside.com moviesinside.com musicworldinside.com
mutualfundinside.com mutualfundsinside.com nashvilleinside.com
nebraskainside.com nevadainside.com newbrunswickinside.com
newfoundlandinside.com newhamsphireinside.com newjerseyinside.com
-93-
newmexicoinside.com neworleansinside.com newsworldinside.com
newyorkinside.com newyorkinside.com northcarolinainside.com
northdakotainside.com novascotiainside.com nwtinside.com
oahuinside.com
ohioinside.com oklahomacityinside.com oklahomainside.com
onlinetradinginside.com ontarioinside.com
opticalinside.com optometristinside.com
oregoninside.com orlandoinside.com ottawainside.com
palmbeachinside.com palmspringsinside.com peiinside.com
pennsylvaniainside.com perfumeinside.com petsinside.com
philadelphiainside.com phoenixinside.com phoneinside.com
photographyinside.com physicianinside.com pittsburginside.com
playinside.com playoffsinside.com
pokerinside.com portlandinside.com postofficeinside.com
prescriptionsinside.com progolfinside.com promoteitinside.com
promotioninside.com prosportsinside.com psychicinside.com
quebecinside.com racinginside.com
readitinside.com realestateinside.com realtorinside.com
recreationinside.com renoinside.com renovationsinside.com
rentacarinside.com rentalcarinside.com rentalcarsinside.com
rentalsinside.com rentinside.com rentitinside.com
reservationsinside.com resortsinside.com rhodeislandinside.com
richmondinside.com rockclimbinginside.com rodeoinside.com
rollerbladinginside.com rouletteinside.com rrspinside.com
rugbyinside.com runninginside.com sacramentoinside.com
salesinside.com saltlakecityinside.com samplesinside.com
sanantonioinside.com sandiegoinside.com sanfransicoinside.com
saskatchewaninside.com schoolsinside.com scoreboardinside.com
scubadivinginside.com securityinside.com seeitinside.com
sellinside.com shoesinside.com
shoppinginside.com showbizinside.com skateboardinginside.com
skiinginside.com skincareinside.com skydivinginside.com
slotsinside.com Snowboardinginside.com soccerinside.com
southcarloinainside.com southdakota.com sportinggoodsinside.com
sportsbookinside.com sportsnewsinside.com sportspoolinside.com
sportswearinside.com sportsworldinside.com stampsinside.com
stlouisinside.com stockbrokerinside.com stockmarketinside.com
stockquoteinside.com stockquotesinside.com stpaulinside.com
streetlugeinside.com subscribeinside.com surfinginside.com
swimminginside.com tampabayinside.com tennesseeinside.com
tennisinside.com texasinside.com thanksgivinginside.com
theatreinside.com tiresinside.com toolsinside.com
torontoinside.com tourisminside.com toursinside.com
trackandfieldinside.com
tradeitinside.com travelagentinside.com travelinginside.com
travelworldinside.com tripsinside.com trucksinside.com
-94-
unitedstatesinside.com universityinside.com usedcarsinside.com
utahinside.com vacationinside.com vacationsinside.com
valentinesdayinside.com vancouverinside.com vansinside.com
vegasinside.com vermontinside.com veterinarianinside.com
victoriainside.com videogamesinside.com videosinside.com
virginainside.com vitaminsinside.com volleyballinside.com
washingtondcinside.com washingtoninside.com washingtoninside.com
waterskiinginside.com weatherinside.com weddingsinside.com
westvirginainside.com windsurfinginside.com wineinside.com
wisconsininside.com wrestlinginside.com wyominginside.com
yukoninside.com
-95-
SCHEDULE "B"
PROMISSORY NOTE
As required by the Asset Purchase Agreement made by and between the undersigned
and 596319 B.C. Ltd. ("Vendor") effective May 1, 2000 (the "Agreement"), the
undersigned hereby promises to pay the sum of FORTY THOUSAND DOLLARS
($40,000.00) to the Vendor, without interest forthwith on the earlier of:
(a) the date on which the undersigned is in receipt of sale or lease
proceeds, from the sale or lease of any of the internet domain names
it purchased from the Vendor under the Agreement, having an aggregate
value of $40,000.00;
(b) the date on which the undersigned is in receipt of proceeds from the
sale and issue of securities of the undersigned, after the date
hereof, having an aggregate value of $200,000.00; and
(c) June 30, 2001
DATED at Vancouver, B.C. this ___ day of September, 2000.
COAST FALCON RESOURCES LTD.
As per:
______________________________
Authorized Signatory
-96-
SCHEDULE "C"
NAMES RETAINED BY VENDOR
1. BROKERinside.com
2. QUOTESinside.com
3. MDinside.com
4. OFFICEinside.com
5. GARAGEinside.com
6. FLYinside.com
7. LEARNinside.com
8. JOBSinside.com
9. FINDITinside.com
10. GETITinside.com
11. BUYITinside.com
12. SELLITinside.com
13. PLAYITinside.com
14. DOITinside.com
15. CHATinside.com
16. ESCORTinside.com
17. MEETMEinside.com
18. OPINIONSinside.com
19. BROADCASTinside.com
20. DEMOinside.com
21. TOYSinside.com
22. MBAinside.com
23. TRADEinside.com
24. NYCinside.com
25. LAinside.com
-97-