ASSET
PURCHASE AGREEMENT
This
ASSET PURCHASE AGREEMENT
dated as of December 28, 2007 (the
"Agreement") is entered into by and between
247MGI, Inc.
(“
247MGI
”) a publicly traded corporation organized under the
laws of, and domiciled in, the State of Florida,
Sovereign Research, LLC
(“Sovereign”),
a Florida limited liability company and a wholly-owned
subsidiary of Sovereign ("
Buyer
"), and
SOYO Group,
Inc.,
a publicly traded corporation organized under the laws of, and
domiciled in, the State of Nevada (“
Seller
”).
PREAMBLE
WHEREAS,
Seller owns certain assets comprising its “VOIP Division” that are used to
transmit telephone calls over the internet (the “
Assets
”);
and
WHEREAS,
the Assets are more particularly described on Schedule 1.1; and
WHEREAS,
Seller desires to convey, sell and assign to Buyer all of Seller’s right, title
and interest in and to the Assets, upon the terms and conditions contained
in
this Agreement; and
WHEREAS,
Buyer desires to purchase the Assets upon the terms and conditions contained
in
this Agreement.
NOW
THEREFORE,
in consideration of the mutual promises and covenants set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
1.
Sale
and Purchase of Assets
.
1.1
Sale
and Purchase of Assets
. Subject to the terms and conditions of
this Agreement, at the closing described in Section 6 (the
"
Closing
"), Seller shall sell, assign and convey the Assets to
Buyer, and Buyer shall purchase the Assets from Seller.
1.2
Liabilities
Excluded
. In connection with Buyer’s purchase of the Assets,
Buyer shall not assume or become responsible for any indebtedness, liabilities
or obligations of Seller (the “
Liabilities
”).
2.
Purchase
Price; Payment
.
2.1
Purchase
Price
. The purchase price for the Assets shall be the sum of
$1,000,000 (the “
Purchase Price
”), which the parties agree and
acknowledge is equal to Seller’s audited value of the Assets. The
Purchase Price shall be paid by delivery to Seller at the Closing, of one or
more certificates evidencing an aggregate of,40,000,000 shares of the
authorized but unissued common stock of 247MGI (the “
247MGI
Shares
”).
2.2
The
247MGI Shares
. The 247MGI Shares have not been registered under
the Securities Act of 1933, as amended (the “
Act
”), and such
securities may not be sold, assigned, pledged, hypothecated, transferred or
otherwise disposed of absent registration under the Act or the availability
of
an applicable exemption therefrom. Resale of the 247MGI Shares shall
also be limited under Section 8.3 of this Agreement. Each certificate
evidencing any of the 247MGI Shares shall bear the following or substantially
legend:
These
securities have not been registered under the Securities Act of 1933, as
amended, or any state securities laws and may not be sold or otherwise
transferred or disposed of except pursuant to an effective registration
statement under any applicable federal and state securities laws, or an
opinion of counsel satisfactory to the Company that an exemption from
registration is available.
2.3
Delivery
of the 247MGI Shares
. The 247MGI Shares shall be issued at the
Closing and delivered to and retained by 247MGI for delivery to the Seller
as
follows: (i) one-half of the 247MGI Shares shall be delivered to the Seller,
by
overnight courier, upon Seller’s delivery to 247MGI of a shipping manifest
evidencing that the Assets have been entrusted to a reputable trucking company
and are enroute to 247MGI’s facilities, and (ii) the balance of the 247MGI
Shares shall be delivered to the Seller, by overnight courier, within 48 hours
of Seller’s receipt of the Assets.
3.
Representations
and Warranties of Seller
. Except as otherwise set forth in a
disclosure schedule delivered by Seller at the time this Agreement is executed
and delivered (the “
Seller Disclosure Schedule
”), Seller,
hereby represents and warrants to 247MGI and Buyer, as of the date hereof and
as
of the Closing Date, as follows.
3.1
Authority
and Enforcement
. Seller has all requisite power and authority to
execute and deliver this Agreement, and to consummate the transactions
contemplated hereby. Seller has taken all action necessary for the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby, and this Agreement constitutes the valid
and
binding obligation of Seller, enforceable against Seller in accordance with
its
terms, except as may be affected by bankruptcy, insolvency, moratoria or other
similar laws affecting the enforcement of creditors’ rights generally and
subject to the qualification that the availability of equitable remedies is
subject to the discretion of the court before which any proceeding therefore
may
be brought.
3.2
No
Conflicts or Defaults
. The execution and delivery of this
Agreement by Seller and the consummation of the transactions contemplated hereby
do not and shall not, with or without the giving of notice or the passage of
time, (i) violate, breach or conflict with the articles of organization, bylaws
or corresponding organizational documents of Seller, (ii) result in a material
breach of, or a material default or loss of rights under, any covenant,
agreement, mortgage, indenture, lease, instrument, permit or license to which
Seller is a party or by which Seller is bound, or any judgment, order or decree,
or any law, rule or regulation to which Seller or any of its assets is subject,
(iii) result in the creation of, or give any party the right to create, any
lien, charge, encumbrance, security interest or any other right or adverse
interest (“
Liens
”) upon any of the Assets, (iv) terminate or
give any party the right to terminate, amend, abandon or refuse to perform,
any
material agreement, arrangement or commitment relating to the Assets, or (v)
have a material adverse effect on the acquisition or ownership of the Assets
by
Buyer or consummation of the transactions contemplated hereby (a “
Seller
Material Adverse Effect
”).
3.3
Consents
of Third Parties
. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby by Seller
does not require the consent of any person, or such consent has or will be
obtained, in writing, prior to the Closing.
3.4
No
Litigation
. There are no legal, equitable, administrative,
arbitration, governmental, regulatory or other proceedings
pending against Seller, or, to the best knowledge of Seller, threatened against
it, an adverse determination to which would be likely to result in a Seller
Material Adverse Effect.
3.5
No
Options or Other Agreements
. There are no options or
agreements of any character relating to the Assets to which Seller is
a party, or by which Seller is bound that, if exercised or consummated, would
be
likely to result in a Seller Material Adverse Effect.
3.6
Title
to Assets
. Seller is the owner of the Assets, free and clear of
all Liens. Upon consummation of the transactions contemplated hereby,
Buyer will acquire good and marketable title to the Assets.
3.7
Taxes
. Seller
has filed all tax returns that it was required to file, and has paid all taxes
indicated on such returns for such periods which are due and payable as of
the
date hereof. All such tax returns were in all respects true, complete
and correct and filed on a timely basis. None of the income tax
returns filed by, on behalf of or with respect to Seller is currently the
subject of an audit, and no notice of a planned audit has been received by
or on
behalf of Seller
3.8
Compliance
with Laws
. Seller is and, to its knowledge, others who perform
services on its behalf, have been and are in compliance with all applicable
federal, state, local and foreign laws, rules, regulations, standards, orders
and decrees, except where noncompliance would not, singly or in the aggregate,
have a Seller Material Adverse Effect; and Seller has not received any notice
citing action or inaction by Seller, or others who perform services on its
behalf, that would constitute non-compliance with any applicable federal, state,
local or foreign laws, rules, regulations or standards and that would likely
have a Seller Material Adverse Effect.
3.9
Intellectual
Property
. To the extent that the Assets include any trademarks,
copyrights, trade names, service marks, trade secrets, license agreements,
proprietary processes, business methods or similar tangible or intangible
property (“
Intellectual Property
”), such Intellectual Property
is owned by Seller, free and clear of all Liens. To the best of
Seller’s knowledge, such Intellectual Property does not infringe upon or
otherwise violate the rights of any third person, and Seller has received no
notice of any such infringement or violation. To the extent that any
such Intellectual Property is licensed by Seller to any third party, the license
is in full force and effect, the licensee is not in breach or violation of
the
license agreement and Seller have no knowledge that any such Intellectual
Property is being used in violation of Seller’ proprietary rights.
3.10
Securities
Laws
. Seller is an accredited investor within the meaning of Rule
501 of Regulation D under the Act. Seller is acquiring the 247MGI
Shares for its own account, for investment purposes only, and without a view
towards the distribution or resale thereof, except in compliance with applicable
Federal and State securities law.
3.11
Acknowledgment
of Risks
. Seller recognizes and acknowledges that the
transactions contemplated by this Agreement are speculative and involve a high
degree of risk. Such risks include, but are not limited to, the
following:
(1)
the
business of 247MGI is recently commenced, untested and, subject to all of the
risks inherent of a new business;
(2)
247MGI
has not generated any revenues from operations, or obtained any orders for
its
services, and there is no assurance that 247MGI will operate
profitably;
(3)
there
is
currently only a limited trading market for 247MGI’s securities and there is no
assurance that an active trading market will develop or be
maintained;
(4)
unless
an
active market develops for 247MGI’s securities, Seller may have difficulty
reselling the 247MGI Shares, at a profit or at all;
(5)
247MGI
will require additional financing in order to implement its business plans
-
there is no assurance that required financing will be available to 247MGI on
acceptable terms;
(6)
future
financings will dilute the relative ownership of 247MGI by its existing
shareholders, and depending on the price at which additional shares are issued,
may dilute the book value per share of 247MGI’s common stock;
(7)
247MGI
will have to overcome the challenges of marketing, on-line commerce and
introduction of a new product in order to succeed, and there is no assurance
that it will be able to do so;
(8)
247MGI
will face competition from many entities, most of whom have greater financial
and physical resources than does 247MGI;
(9)
as
its
business develops, 247MGI may have difficulty attracting and retaining qualified
personnel; and
(10)
those
additional risks identified from time to time in filings by 247MGI with the
SEC,
3.12
Disclosure
. The
representations, warranties and acknowledgments of Seller set forth herein
are
true, complete and accurate in all material respects, do not omit to state
any
material fact, or omit any fact necessary to make such representations,
warranties and acknowledgments, in light of the circumstances under which they
are made, not misleading.
4.
Representations
and Warranties of 247MGI and Buyer
. Except as otherwise set forth
in a disclosure schedule delivered by 247MGI and Buyer at the time this
Agreement is executed and delivered (the “
Buyer/247MGI Disclosure
Schedule
”), 247MGI and Buyer hereby make the following representations
and warranties to Seller, as of the date hereof and as of the Closing
Date.
4.1
Organization
and Good Standing
. 247MGI and Buyer is each a business entity
duly organized, validly existing and in good standing under the laws of its
jurisdiction of formation, with full power and authority to own, lease and
operate its business and properties and to carry on its business in the places
and in the manner as presently conducted or proposed to be
conducted. 247MGI and Buyer are each in good standing as a foreign
corporation in each jurisdiction in which the properties owned, leased or
operated, or the business conducted, by it requires such qualification, except
where the failure to so qualify would not have a material adverse effect on
the
business of 247MGI or Buyer, as the case may be, or consummation of the
transactions contemplated hereby (a “
Buyer Material Adverse
Effect
”).
4.2
Authority
and Enforcement
. 247MGI and Buyer have all requisite power and
authority to execute and deliver this Agreement, and to consummate the
transactions contemplated hereby. 247MGI and Buyer have each taken
all action necessary for the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby, and this Agreement
constitutes the valid and binding obligation of 247MGI and Buyer, enforceable
against each in accordance with its terms, except as may be affected by
bankruptcy, insolvency, moratoria or other similar laws affecting the
enforcement of creditors’ rights generally and subject to the qualification that
the availability of equitable remedies is subject to the discretion of the
court
before which any proceeding therefore may be brought.
4.3
No
Conflicts or Defaults
. The execution and delivery of this
Agreement by 247MGI and Buyer and the consummation of the transactions
contemplated hereby do not and shall not (a) contravene the articles of
organization, bylaws or corresponding organizational documents of 247MGI or
Buyer or (b) with or without the giving of notice or the passage of time (i)
violate, conflict with, or result in a material breach of, or a material default
or loss of rights under, any covenant, agreement, mortgage, indenture, lease,
instrument, permit or license to which 247MGI or Buyer is a party or by which
247MGI or Buyer is bound, or any judgment, order or decree, or any law, rule
or
regulation to which 247MGI or Buyer is subject, (ii) result in the creation
of,
or give any party the right to create, any Lien upon any assets or properties
of
247MGI or Buyer, (iii) terminate or give any party the right to terminate,
amend, abandon or refuse to perform, any material agreement, arrangement or
commitment relating to which 247MGI or Buyer a party, or (iv) result in a Buyer
Material Adverse Effect.
4.4
Consents
of Third Parties
. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby by 247MGI
or Buyer does not require the consent of any person, or such consent has been
or
will be obtained, in writing, prior to the Closing.
4.5
247MGI’s
Capitalization
. 247MGI is authorized to issue (a) 500,000,000
shares of common stock, $01 par value per share, of which 35,272,614 shares
are
issued and outstanding and (b) 5,000,000 shares of preferred stock, $.01 par
value per share, none of which are issued or outstanding. In
addition, (i) 247MGI has reserved an aggregate of 62,000,000 shares for issuance
on exercise of outstanding options (not including options issuable but not
yet
granted under 247MGI’s employment agreement with its president) and other
securities convertible into common stock of 247MGI and (ii) 247MGI intends
to
convert indebtedness owed to its president into shares of 247MGI’s Series AA
Preferred Stock.
4.6
Securities
. The
247MGI Shares have been duly authorized, and upon issuance pursuant to the
provisions hereof, will be validly issued, fully paid and
non-assessable.
4.7
Reporting
Company
. 247MGI has a class of securities registered pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and as of the date hereof, 247MGI has filed all reports required to be
filed by it under the Exchange Act. The reports filed by 247MGI under
the Exchange Act may be viewed at the website of the Securities and Exchange
Commission at www.sec.gov.
4.8
Disclosure
. The
representations, warranties and acknowledgments of Buyers set forth herein
are
true, complete and accurate in all material respects and do not omit any fact
necessary to make such representations, warranties and acknowledgments not
misleading.
5.
Conditions
to Closing
.
5.1
Conditions
Precedent to 247MGI and Buyer’s Obligation to Close
. The
obligation of 247MGI and Buyer to consummate the transactions contemplated
by
this Agreement is subject to satisfaction of the following conditions on or
prior to the Closing Date:
(1)
The
representations and warranties of Seller set forth in Section 3 above shall
be
true and correct in all material respects at and as of the Closing
Date.
(2)
Seller
shall have performed and complied with all of its covenants hereunder in all
material respects through the Closing Date.
(3)
No
action, suit, or proceeding shall be pending or threatened before any court
or
quasi-judicial or administrative agency of any federal, state, local, or foreign
jurisdiction or before any arbitrator wherein an unfavorable injunction,
judgment, order, decree, ruling, or charge would likely (i) prevent or
adversely affect 247MGI or Buyer’s consummation of any of the transactions
contemplated by this Agreement or (ii) cause any of the transactions
contemplated by this Agreement to be rescinded following consummation (and
no
such injunction, judgment, order, decree, ruling, or charge shall be in
effect).
(4)
No
material adverse change shall have taken place with respect to the Assets,
and
no event shall have occurred that could reasonably be foreseen to result in
a
Seller Material Adverse Effect;
(5)
Seller
shall have delivered to Buyer a certificate to the effect that each of the
conditions specified above in Sections 5.1(1) - (4) has been complied with
in
all material respects;
(6)
All
actions to be taken by Seller in connection with consummation of the
transactions contemplated hereby and all certificates, opinions, instruments,
and other documents required to effect the transactions contemplated hereby
will
be reasonably satisfactory in form and substance to the 247MGI and
Buyer.
5.2
Conditions
Precedent to Seller’ Obligation to Close
. The obligation of
Seller to consummate the transactions contemplated by this Agreement is subject
to satisfaction of the following conditions on or prior to the Closing
Date:
(1)
The
representations and warranties of 247MGI and Buyer set forth in Section 4 above
shall be true and correct in all material respects at and as of the Closing
Date.
(2)
247MGI
and Buyer shall each have performed and complied with their respective covenants
hereunder in all material respects through the Closing Date.
(3)
No
action, suit, or proceeding shall be pending or threatened before any court
or
quasi-judicial or administrative agency of any federal, state, local, or foreign
jurisdiction or before any arbitrator wherein an unfavorable injunction,
judgment, order, decree, ruling, or charge would likely (i) prevent or
adversely affect Seller’s consummation of any of the transactions contemplated
by this Agreement or (ii) cause any of the transactions contemplated by this
Agreement to be rescinded following consummation (and no such injunction,
judgment, order, decree, ruling, or charge shall be in effect);
(4)
No
material adverse change shall have taken place with respect to 247MGI or Buyer,
and no event shall have occurred, that could reasonably be foreseen to result
in
a Buyer Material Adverse Effect.
(5)
247MGI
and Buyer shall each have delivered to the Seller a certificate to the effect
that each of the conditions specified above in Sections 5.2(1) - (4) has been
complied with in all respects; and
(6)
All
actions to be taken by Buyers in connection with consummation of the
transactions contemplated hereby and all certificates, opinions, instruments,
and other documents required to effect the transactions contemplated hereby
will
be reasonably satisfactory in form and substance to the Seller.
6.
Closing;
Closing Date
. A closing of the transactions contemplated hereby
(the “
Closing
”) will take place at 10:00 am on December 10,
2007, at the offices of counsel to the Buyer, or at such other place, date
and
time that is agreed upon by Seller and Buyer. The date on which the
Closing is held is referred to in this Agreement as the "
Closing
Date
."
7.
Documents
to be Delivered at the Closing
.
7.1
Documents
to be Delivered by Seller
. At the Closing, Seller shall deliver,
or cause to be delivered, to Buyer the documents required by Article 5 hereof,
and the following:
(1)
a
duly
executed bill of sale, dated the Closing Date, transferring to Buyer all of
Seller's right, title and interest in and to the Assets together with possession
of the Assets; and
(2)
such
other certificates, documents and instruments as Buyers may have reasonably
requested in connection with the transaction contemplated hereby.
7.2
Documents
to be Delivered by Buyers
. At the Closing, 247MGI and Buyer shall
deliver to Seller the following:
(1)
certificates
evidencing the 247MGI Shares, to be held by 247MGI and delivered in accordance
with Section 2.3, above; and
(2)
such
other certificates, documents and instruments as Seller may have reasonably
requested in connection with the transaction contemplated hereby.
8.
Additional
Covenants
.
8.1
Further
Assurances
. If, at any time after the Closing, the parties shall
consider or be advised that any further deeds, assignments or assurances in
law
or that any other things are necessary, desirable or proper to complete the
transactions contemplated hereby in accordance with the terms of this agreement
or to vest, perfect or confirm, of record or otherwise, the title to any
property or rights of the parties hereto, the parties agree that their proper
officers and directors shall execute and deliver all such proper deeds,
assignments and assurances in law and do all things necessary, desirable or
proper to vest, perfect or confirm title to such property or rights and
otherwise to carry out the purpose of this Agreement, and that the proper
officers and directors the parties are fully authorized to take any and all
such
action.
8.2
No
Public Disclosure
. Without the prior written consent of the
other, which written consent will not be unreasonably withheld, no party to
this
Agreement will, and will each cause their respective representatives not to,
make any release to the press or other public disclosure with respect to either
the fact that discussions or negotiations have taken place concerning the
transactions contemplated by this Agreement, the existence or contents of this
Agreement or any prior correspondence relating to this transactions contemplated
by this Agreement, except for such public disclosure as may be necessary for
the
party proposing to make the disclosure not to be in violation of or default
under any applicable law, regulation or governmental order.
8.3
Limitations
on Resale of the 247MGI Shares
. Seller acknowledges that, absent
registration under the Act, the 247MGI Shares may be resold only pursuant to
an
exemption from registration under the Act such as Rule 144. As
partial consideration to 247MGI under this Agreement, Seller hereby agrees
not
to sell any of the 247MGI Shares, under Rule 144 or otherwise, for a period
of
one year following the Closing, without the prior written consent of
247MGI. Commencing one year following the Closing, Seller hereby
agrees that, unless otherwise agreed to in writing by 247MGI (a) Seller’s sales
of the 247MGI Shares shall be limited to not more than 25,000 shares per day
and
not more than 250,000 shares per quarter and (b) subject to the foregoing,
Seller will sell 247MGI Shares only during the 90 day period following the
filing of 247MGI’s Form 10-QSB or 10-KSB, as applicable.
8.4
Seller
Financial Statements
. On or before March 31, 2008, the Seller
shall deliver to 247MGI financial statements of Seller’s VOIP Division as of
December 31, 2006 and 2005, and for each of the years then ended, and as of
September 30, 2007 and 2006, and for each of the nine months then ended,
prepared by management in accordance with generally accepted accounting
principles in the United States, in form and substance reasonably satisfactory
to Buyer (the “Seller Financial Statements”). The Seller Financial
Statements shall be true and correct in all material respects and there shall
be
no material liabilities or obligations, direct or indirect, actual or
contingent, individually or in the aggregate, of Seller’s VOIP Division that are
not set forth in the Seller Financial Statements.
9.
Indemnification
and Related Matters
.
9.1
Indemnification
by the Seller
. Seller hereby indemnifies and hold 247MGI and
Buyer harmless from and against any and all damages, losses, liabilities,
obligations, costs or expenses incurred by 247MGI and/or Buyer arising out
of
the breach of any representation or warranty of Seller hereunder, and/or
Seller’s failure to perform any covenant or obligation required to be performed
by any of them hereunder.
9.2
Indemnification
by 247MGI and Buyer
. 247MGI and Buyer each hereby severally
indemnifies and holds Seller harmless from and against any and all damages,
losses, liabilities, obligations, costs or expenses incurred by Seller and
arising out of the breach of any representation or warranty of 247MGI or Buyer,
as the case may be, hereunder, or 247MGI or Buyer's failure to perform any
covenant or obligation required to be performed by either of them
hereunder.
9.3
Procedure
for Indemnification
. Any party entitled to indemnification under
this Article IX (an "Indemnified Party") will give written notice to the
indemnifying party of any matters giving rise to a claim for indemnification;
provided, that the failure of any party entitled to indemnification hereunder
to
give notice as provided herein shall not relieve the indemnifying party of
its
obligations under this Article IX except to the extent that the indemnifying
party is actually prejudiced by such failure to give notice. In case
any action, proceeding or claim is brought against an Indemnified Party in
respect of which indemnification is sought hereunder, the indemnifying party
shall be entitled to participate in and, unless in the reasonable judgment
of
counsel to the Indemnified Party a conflict of interest between it and the
indemnifying party may exist with respect of such action, proceeding or claim,
to assume the defense thereof with counsel reasonably satisfactory to the
Indemnified Party. In the event that the indemnifying party advises
an Indemnified Party that it will contest such a claim for indemnification
hereunder, or fails, within 30 days of receipt of any indemnification notice
to
notify, in writing, such person of its election to defend, settle or compromise,
at its sole cost and expense, any action, proceeding or claim (or discontinues
its defense at any time after it commences such defense), then the Indemnified
Party may, at its option, defend, settle or otherwise compromise or pay such
action or claim. In any event, unless and until the indemnifying
party elects in writing to assume and does so assume the defense of any such
claim, proceeding or action, the Indemnified Party's costs and expenses arising
out of the defense, settlement or compromise of any such action, claim or
proceeding shall be losses subject to indemnification hereunder. The
Indemnified Party shall cooperate fully with the indemnifying party in
connection with any settlement negotiations or defense of any such action or
claim by the indemnifying party and shall furnish to the indemnifying party
all
information reasonably available to the Indemnified Party, which relates to
such
action or claim. The indemnifying party shall keep the Indemnified
Party fully apprised at all times as to the status of the defense or any
settlement negotiations with respect thereto. If the indemnifying
party elects to defend any such action or claim, then the Indemnified Party
shall be entitled to participate in such defense with counsel of its choice
at
its sole cost and expense. The indemnifying party shall not be liable
for any settlement of any action, claim or proceeding effected without its
prior
written consent. Notwithstanding anything in this Article IX to the
contrary, the indemnifying party shall not, without the Indemnified Party’s
prior written consent, settle or compromise any claim or consent to entry of
any
judgment in respect thereof which imposes any future obligation on the
Indemnified Party or which does not include, as an unconditional term thereof,
the giving by the claimant or the plaintiff to the Indemnified Party of a
release from all liability in respect of such claim. The indemnity
agreements contained herein shall be in addition to (a) any cause of action
or
similar rights of the Indemnified Party against the indemnifying party or
others, and (b) any liabilities the indemnifying party may be subject
to.
9.4
Time
for Assertion
. No party to this Agreement shall have any
liability (for indemnification or otherwise) with respect to any representation,
warranty or covenant or obligation to be performed and complied hereunder,
unless notice of any such liability is provided on or before 12 months from
the
date hereof.
9.5
Basket
. Notwithstanding
any conflicting or inconsistent provisions hereof, Seller shall not be liable
in
damages, indemnity or otherwise to Buyers in respect of the inaccuracy or breach
of any representations, warranties, covenants or agreements herein, except
to
the extent that the damages to Buyers, singularly or in the aggregate, exceed
the sum of $25,000. Notwithstanding any conflicting or inconsistent
provisions hereof, Buyers shall not be liable in damages, indemnity or otherwise
to Seller in respect to the inaccuracy or breach of any representations,
warranties, covenants or agreements herein except to the extent that damages
to
Seller exceed, individually or in the aggregate, the sum of
$25,000.
10.
Termination
.
10.1
Termination
by Mutual Consent
. This Agreement may be terminated by mutual
consent of the parties, in writing, signed by each of the parties
hereto.
10.2
Termination
Due to Lapse of Time
. This Agreement may be terminated by either
party if the Closing does not occur prior to December 10, 2007; provided,
however, that a party wholly or partially responsible for the Closing not
occurring prior to such date may not terminate this Agreement pursuant to this
subsection.
10.3
Termination
by Buyers
. This Agreement may be terminated by 247MGI or Buyer by
written notice to Seller, in the event of a material breach of any
representation or warranty of Seller hereunder, or in the event Seller fails
to
perform any material covenant or obligation required to be performed by it
hereunder and such failure remains uncured for ten days following such written
notice.
10.4
Termination
by Seller
. This Agreement may be terminated by Seller, by written
notice to 247MGI or Buyer, in the event of a material breach of any
representation or warranty of 247MGI or Buyer hereunder, or in the event 247MGI
or Buyer fails to perform any material covenant or obligation required to be
performed by it hereunder and such failure remains uncured for ten days
following such written notice.
10.5
Effect
of Termination
. Termination of this Agreement under Section 10.2,
10.3 or 10.4 hereof shall not preclude the parties from pursuing all remedies
available to them under applicable law arising by reason of such
termination.
11.
Miscellaneous
.
11.1
Finders
. 247MGI
and Buyer on the one hand, and Seller, on the other hand, represent and warrant
that they have not employed or utilized the services of any broker or finder
in
connection with this Agreement or the transactions contemplated by
it. Seller shall indemnify and hold 247MGI and Buyer harmless from
and against any and all claims for brokers' commissions made by any party as
a
result of this Agreement and the transaction contemplated hereunder to the
extent that any such commission was incurred, or alleged to have been incurred,
by, through or under Seller. 247MGI and Buyer, jointly and severally,
shall indemnify and hold Seller harmless from and against any and all claims
for
brokers' commissions made by any party as a result of this Agreement and
transaction contemplated hereunder to the extent that any such commission was
incurred, or alleged to have been incurred, by, through or under 247MGI or
Buyer.
11.2
Expenses
. Except
as otherwise specifically provided in this Agreement, each party shall bear
their own respective expenses incurred in connection with this Agreement and
in
connection with all obligations required to be performed by each of them under
this Agreement.
11.3
Entire
Agreement; No Waiver
. This Agreement, the Schedules and any
instruments and agreements to be executed pursuant to this Agreement, sets
forth
the entire understanding of the parties hereto with respect to its subject
matter, merges and supersedes all prior and contemporaneous understandings
with
respect to its subject matter and may not be waived or modified, in whole or
in
part, except by a writing signed by each of the parties hereto. No
waiver of any provision of this Agreement in any instance shall be deemed to
be
a waiver of the same or any other provision in any other
instance. Failure of any party to enforce any provision of this
Agreement shall not be construed as a waiver of its rights under such
provision.
11.4
Jurisdiction
and Governing Law
. This Agreement shall in all respects be
governed by and construed in accordance with the laws of the State of Florida
are applicable to agreements made and fully to be performed in such state,
without giving effect to conflicts of law principles. The parties
further: (a) agree that any legal suit, action or proceeding arising out of
or
relating to this Agreement shall be instituted exclusively in any Federal or
State court of competent jurisdiction within the County of Broward, State of
Florida, (b) waive any objection that they may have now or hereafter to the
venue of any such suit, action or proceeding, and (c) irrevocably consent to
the
in personam jurisdiction of any Federal or State court of competent jurisdiction
within the County of Broward, State of Florida in any such suit, action or
proceeding. The parties each further agree to accept and acknowledge
service of any and all process which may be served in any such suit, action
or
proceeding in a Federal or State court of competent jurisdiction within the
County of Broward, State of Florida, and that service of process upon the
parties mailed by certified mail to their respective addresses shall be deemed
in every respect effective service of process upon the parties, in any action
or
proceeding.
11.5
Construction
. Headings
contained in this Agreement are for convenience only and shall not be used
in
the interpretation of this Agreement. References herein to Articles,
Sections and Exhibits are to the articles, sections and exhibits, respectively,
of this Agreement. The Seller Disclosure Schedule and Buyer/247MGI
Disclosure Schedule are hereby incorporated herein by reference and made a
part
of this Agreement. As used herein, the singular includes the plural,
and the masculine, feminine and neuter gender each includes the others where
the
context so indicates.
11.6
Notices
. All
notices and other communications under this Agreement shall be in writing and
shall be deemed given when delivered personally (including by confirmed legible
telecopier transmission) or mailed by certified mail, return receipt requested,
to the parties at the following addresses (or to such address as a party may
have specified by notice given to the other party pursuant to this
provision):
If
to
Seller, c/o:
SOYO
GROUP, INC.
1420
South Vintage Avenue
Ontario,
CA 91761
Attention:
Ming Chok
Facsimile
(909) 937-0783
If
to
247MGI, INC. or Buyer:
1007
N.
Federal Hwy
#D-6
Fort
Lauderdale, FL 33304
Attention:
Matthew Dwyer, President
Telecopy
No.: (954) 323-2542
With
a
copy to:
Schneider
Weinberger & Beilly LLP
2200
Corporate Boulevard, N.W.
Suite
210
Boca
Raton, Florida 33431-7307
Attention:
Steven I. Weinberger, Esq.
Telecopy
No.: (561) 362-9612
11.7
Separability
. In
the event that any provision hereof would, under applicable law, be invalid
or
enforceable in any respect, such provision shall be construed by modifying
or
limiting it so as to be valid and enforceable to the maximum extent compatible
with, and permissible under, applicable law. The invalidity or
unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement which shall
remain in full force and effect.
11.8
Binding
Effect; Assignment
. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and
permitted assigns. Nothing in this Agreement shall create or be
deemed to create any third party beneficiary rights in any person or entity
not
a party to this Agreement. No assignment of this Agreement or of any
rights or obligation hereunder may be made by either party (by operation of
law
or otherwise) without the prior written consent of the other and any attempted
assignment without the required consent shall be void.
11.9
Best
Knowledge
. As used in this Agreement "to the best of Seller's
knowledge" or words of similar import shall mean actual or constructive
knowledge possessed by an executive officer of Seller, including such actual
or
constructive knowledge that would be expected to be known upon the exercise
of
reasonable business judgment, and "to the best of 247MGI or Buyers knowledge"
or
words of similar import shall mean actual or constructive knowledge possessed
by
an executive officer of 247MGI or Buyer, including such actual or constructive
knowledge that would be expected to be known upon the exercise of reasonable
business judgment.
11.10
Counterparts
. This
Agreement may be executed in counterparts, each of which shall be an original,
but which together shall constitute one and the same Agreement.
IN
WITNESS WHEREOF
, we have executed this Agreement as of the date and
year first above written.
247MGI,
INC.
By:
/s/Matthew
P. Dwyer
___________
|
|
Matthew
P. Dwyer, President
|
SOVEREIGN
RESEARCH, LLC
By:
/s/Matthew
P. Dwyer
______________
|
|
Matthew
P. Dwyer, Managing Member
|
SOYO
GROUP, INC.
By:
/s/Ming
Chok
__________________
|
|
Ming
Chok, Chief Executive Officer
|
SCHEDULE
1.1
ASSET
SCHEDULE