EXHIBIT A
SALE OF BUSINESS AGREEMENT
1. This agreement ("AGREEMENT"), made this 25th day of March, 2004 at Los
Angeles, California, by and between Paul Mataras, an individual at
11931 Goshen Avenue #6, Los Angeles, California 90049, and Talieh
Safadi, an individual at 11931 Goshen Avenue #6 Los Angeles, California
90049 (hereinafter collectively known as "the BUYERS"), and Telnyx,
Inc., a Delaware corporation, principal place of business at 6006 North
Mesa Street. Suite 600, El Paso, Texas, 79912, FEIN # 94-3022377,
hereinafter known as "SELLER." The parties agree, as follows:
SALE OF ASSETS
2. Assets. SELLER will sell to BUYERS the following assets:
3. Cash. SELLER warrants that SELLER has no cash assets.
4. Real Estate. SELLER warrants that SELLER has no real estate assets.
5. Equipment. All machinery, equipment, office equipment, computer
hardware and software, tools, supplies, parts, furniture, fixtures, and
all other assets of a similar character owned by SELLER and used in the
business.
6. Inventory. All inventory held as of the Agreement date.
7. Contracts. All of SELLER's contracts.
8. Miscellaneous Assets. All other assets or properties of SELLER relating
to the business and in existence on the Agreement date, including but
not limited to, customer lists, sales and purchase records, office
records, licenses, permits, other rights granted by governmental
agencies, trademarks, trade names and logos, copyrights, patents,
goodwill, know-how, processes, corporate book, and supplies.
PURCHASE PRICE
9. Purchase Price. BUYERS will pay ten dollars ($10.00) for the
assets, in cash, at the signing of this Agreement.
ACCOUNTS RECEIVABLE
10. Accounts Receivable. SELLER's accounts receivable are being purchased
by BUYERS.
11. SELLLER Warranty. SELLER warrants that the accounts receivable are
valid.
12. Collection. BUYERS will collect and retain SELLER's accounts
receivable.
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ASSUMPTION OF LIABILITIES
13. Assumption. BUYERS will assume all liabilities of SELLER, including but
not limited to, Internal Revenue Service and Department of Labor.
SELLER'S EMPLOYEES
14. Employees. BUYERS have no obligation to employ SELLER's present or
former employees, but may do so.
COVENANT NOT TO COMPETE
15. Period. Beginning on the Agreement date and for a period of one year,
SELLER will not directly or indirectly engage in any business similar
to the type of business involved in this transaction, or solicit
business from any of SELLER's customers.
16. Amount. The consideration for this non-compete covenant is already
included in the purchase price described above in Paragraph 9.
TAXES
17. Taxes. BUYERS will be responsible for the payment of all taxes which
are payable in connection with the sale of assets.
BULK SALES LAW COMPLIANCE
18. Compliance. SELLER will furnish to BUYERS a complete list of existing
creditors, with the amounts due to each, and agrees to cooperage with
BUYERS in all matters related to notice to such creditors in accordance
with the provisions of the Uniform Commercial Code.
ANNOUNCEMENTS
19. Cooperation. The parties will cooperate with each other in announcing
this transaction.
20. Notification. SELLERS will cooperate with BUYERS in notifying key
customers and vendors in person and through written correspondence.
ITEMS TO BE DELIVERED AT CLOSING
21. Complete Possession. At the signing of this Agreement, SELLER will
perform all acts necessary to put BUYERS in actual and complete
possession and ownership of the assets, including providing the
following documents:
22. Intellectual Property. Assignment of patents, trademarks, trade names,
copyrights, contracts, leases.
23. Authorization. Evidence that all necessary corporate proceedings of
SELLER have been taken to authorize the transaction.
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24. Storage Unit. Bill of sale, or evidence that the contents of the
storage unit are the lawful property of SELLER, or documentation
allowing BUYERS to assume control of the storage unit.
FURTHER ASSURANCES
25. Cooperation. SELLER will, from time to time after the closing, at
BUYER's request, and without further consideration, provide such other
instruments as BUYERS may reasonably require to more effectively convey
to BUYER good and marketable title and possession to the assets,
including the name of the business.
REPRESENTATIONS OF SELLER
26. Representations. SELLER represents and warrants to BUYERS the
following:
27. Good Standing. SELLER is validly organized, in good standing, and
operates with all necessary authority.
28. Legally Binding. This Agreement is legally binding against SELLER.
29. No Violations. The execution and performance of this Agreement will not
violate SELLER's organizational documents or any of SELLER's
agreements, including loans.
30. Transfer of Title. At the signing of this Agreement, SELLER will
transfer good and marketable title to the assets.
31. Material Statements. No statement, representation or warranty by SELLER
in the Agreement or in any document delivered in connection with this
sale contains any untrue or misleading statement of material fact.
There is no information which would have a material adverse effect on
the assets or the business which has not been disclosed to BUYER in
writing.
REPRESENTATIONS OF BUYERS
32. Good Standing. BUYERS are validly organized, and in good standing.
33. Legally Binding. This Agreement is legally binding against BUYERS.
34. No Violations. The execution and performance of this Agreement will not
violate BUYER's organizational documents.
35. No Pending Claims. There is no legal claim pending or threatened
against BUYERS which might have an adverse effect on this transaction.
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EXPENSES
36. Expenses. BUYERS and SELLER will each pay their respective expenses in
connection with this transaction.
RISK OF LOSS
37. Risk of Loss. All risk of loss to the assets will remain with SELLER
until the signing of this Agreement. If a material loss of the assets
occurs prior to the signing of this Agreement, BUYERS have the right to
terminate this Agreement.
NOTICE
38. Notice. Any notice required by either party to be given to the other
will be in writing addressed to the other party at its above address,
and deemed given when personally delivered or three (3) days after it
is mailed.
SUCCESSORS AND ASSIGNS
39. Binding. This Agreement will be binding on the successors and assigns
of the parties.
CONSTRUCTION
40. State Law. This Agreement will be governed by the laws of the State of
California. If any provision of this Agreement is ineffective, the
other provisions are not affected.
COUNTERPART/TELEFAX SIGNATURES
41. Counterparts. This Agreement may be executed in counterparts, and may
be accepted by sending an executed copy of the signature page by
telefax if the original is also mailed on the same date.
ENTIRE AGREEMENT
42. Entire Agreement. This Agreement contains the entire agreement of the
parties with respect to the subject matter and cannot be modified
unless in writing and signed by all the parties.
43. Effective Date Of Agreement. The effective date of this AGREEMENT will
be the date when executed by the parties.
IN WITNESS WHEREOF, the parties hereto have set their hands to this
AGREEMENT and execute it on this 25th day of March, 2004, at Los Angeles,
California.
TELYNX TELYNX
/s/ Ali Al-Dawhi /s/ Scott Munden
- ------------------------------ ------------------------------
By: Ali Al-Dawhi, Chairman By: Scott Munden, Director
Date: March 30, 2004 Date: April 7, 2004
/s/ Paul Mataras /s/ Talieh Safadi
- ------------------------------ ------------------------------
By: Paul Mataras By: Talieh Safadi
Date: March 30, 2004 Date: March 30, 2004
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