Net Profits Ten, Inc. - Exhibit 10.1 - Filed by newsfilecorp.com






 

 

 

ASSET PURCHASE AGREEMENT 

BY AND AMONG 

NET PROFITS TEN, INC., 

WORLD MOTO (THAILAND) CO., LTD., 

CHRIS ZIOMKOWSKI, 

AND 

PAUL GILES 

 

Dated as of September 1, 2012 




TABLE OF CONTENTS 

	 	 	  	Page
	 	 	  	  
	ARTICLE I DEFINITIONS  	1 
	 	SECTION 1.1 	Certain Definitions. 	1 
	 	SECTION 1.2 	Calculation of Time Period 	4 
	 	SECTION 1.3 	Dollars 	5 
	 	SECTION 1.4 	Exhibits/Schedules 	5 
	 	SECTION 1.5 	Gender and Number 	5 
	 	SECTION 1.6 	Headings 	5 
	 	SECTION 1.7 	Herein 	5 
	 	SECTION 1.8 	Including 	5 
	 	SECTION 1.9 	No Drafting Presumptions 	5 
	ARTICLE II PURCHASE AND SALE  	5 
	 	SECTION 2.1 	Agreement to Purchase and Sell 	5 
	 	SECTION 2.2 	Assumption of Assumed Liabilities 	7 
	ARTICLE III PURCHASE PRICE; EARN-OUT; ALLOCATIONS; ADJUSTMENTS
       	8 
	 	SECTION 3.1 	Purchase Price; Payments 	8 
	 	SECTION 3.2 	Valuation of Purchase Price 	9 
	ARTICLE IV CLOSING AND TERMINATION  	9 
	 	SECTION 4.1 	Closing Date 	9 
	 	SECTION 4.2 	Termination of Agreement 	9 
	 	SECTION 4.3 	Effect of Termination 	10 
	ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLER AND OFFICERS
       	10 
	 	SECTION 5.1 	Organization and Good Standing 	10 
	 	SECTION 5.2 	Authorization 	10 
	 	SECTION 5.3 	Conflicts; Consents of Third Parties 	11 
	 	SECTION 5.4 	Intellectual Property; Proprietary Rights; Software 	11 
	 	SECTION 5.5 	Sufficiency 	15 
	 	SECTION 5.6 	Material Contracts; Assumed Contracts 	15 
	 	SECTION 5.7 	Litigation 	16 
	 	SECTION 5.8 	Compliance with Laws 	16 


i 




TABLE OF CONTENTS 

  (continued) 

	 	 	  	Page
	 	 	  	  
	 	SECTION 5.11
      	[reserved] 	16 
	 	SECTION 5.12 	No Questionable Payments 	16 
	 	SECTION 5.13
      	Brokers, Finders and Investment
      Bankers 	16 
		SECTION 5.14 	Transactions With Affiliates; Sharing of
      Assets, Continuity of Operations 	16 
	 	SECTION 5.15
      	Records. 	17 
	 	SECTION 5.16 	Taxes 	17 
	 	SECTION 5.17
      	Sale of Products. 	17 
	 	SECTION 5.18 	Purchase Entirely for Own Account. 	17 
	 	SECTION 5.19
      	Disclosure of Information.
      	17 
	 	SECTION 5.20 	Restricted Securities. 	18 
	 	SECTION 5.21
      	Lock-Up. 	18 
	 	SECTION 5.22 	Legend 	19 
	 	SECTION 5.23
      	Full Disclosure 	19 
	 	SECTION 5.24 	Representation 	19 
	ARTICLE VI REPRESENTATIONS
      AND WARRANTIES OF PURCHASER  	19 
	 	SECTION 6.1 	Organization and Good Standing 	19 
	 	SECTION 6.2
      	Authorization of Agreement 	20 
	 	SECTION 6.3 	Conflicts; Consents of Third Parties 	20 
	 	SECTION 6.4
      	Litigation 	20 
	 	SECTION 6.5 	Capitalization. 	20 
	 	SECTION 6.6
      	SEC Reports and Financial
      Statements. 	21 
	 	SECTION 6.7 	Brokers, Finders and Investment Bankers
      	22 
	ARTICLE VII
      COVENANTS  	22 
	 	SECTION 7.1 	No Solicitation of Transactions 	22 
	 	SECTION 7.2
      	Conduct of the Business
      Pending the Closing 	22 
	 	SECTION 7.3 	Consents; Shareholder Consent. 	23 
	 	SECTION 7.4
      	Information of Seller to
      Purchaser. 	23 
	 	SECTION 7.5 	Further Assurances 	23 
	 	SECTION 7.6
      	Change of Name of Purchaser.
      	23 


ii 




TABLE OF CONTENTS 

  (continued) 

	 	 	  	Page
	 	 	  	  
	 	SECTION 7.7
      	Confidentiality. 	23 
	 	SECTION 7.8 	Publicity 	23 
	 	SECTION 7.9
      	Use of Seller Names 	24 
	 	SECTION 7.10 	Non-competition; Non-solicitation 	24 
	 	SECTION 7.11
      	Information and Documents
      	25 
	 	SECTION 7.12 	Post-Closing Financing. 	25 
	 	SECTION 7.13
      	Pre-Closing Services. 	26 
	ARTICLE VIII CONDITIONS TO CLOSING;
      CLOSING DELIVERIES  	26 
	 	SECTION 8.1
      	Conditions Precedent to
      Obligations of Purchaser 	26 
	 	SECTION 8.2 	Conditions Precedent to Obligations of Seller
      	27 
	 	SECTION 8.3
      	Seller’s Closing Deliveries
      	29 
	 	SECTION 8.4 	Purchaser’s Closing Deliveries 	29 
	 	SECTION 8.5
      	Frustration of Closing Conditions
      	29 
	ARTICLE IX MISCELLANEOUS  	29 
	 	SECTION 9.1
      	Payment of Sales, Use or
      Similar Taxes 	29 
	 	SECTION 9.2 	Expenses 	29 
	 	SECTION 9.3
      	Submission to Jurisdiction;
      Consent to Service of Process 	30 
	 	SECTION 9.4 	Entire Agreement; Amendments and Waivers
      	30 
	 	SECTION 9.5
      	Governing Law 	30 
	 	SECTION 9.6 	Notices 	30 
	 	SECTION 9.7
      	Severability 	31 
	 	SECTION 9.8 	Binding Effect; Assignment; Third Party
      Beneficiaries 	31 
	 	SECTION 9.9
      	Counterparts 	32 
	 	SECTION 9.10 	Waiver of Jury Trial 	32 
	 	SECTION 9.11
      	Performance 	32 


iii 




Exhibits 

	Exhibit 1.1(a)(1)
	
      Assumption Agreement for Debt - to be provided at Closing
      

	Exhibit 1.1(a)(2) 	
      Bill of Sale and Assignment – to be provided at Closing
      

	Exhibit 5.12 	
      Lock up Agreement 

	Exhibit 8.3(a) 	
      Patent Assignments for Product Patents – to be provided
      at Closing (Note: this is only the
      assignment from World Moto Thailand to Net Profits.)
  



Schedules 

	Schedule 2.1(b) 	Patent
      Rights 
	Schedule 2.1(c) 	Copyrights and Website
      Domain Names 
	Schedule 2.1(d) 	Trademarks
      
	Schedule 5.4(b) 	Products and Software
  
	Schedule 5.4(c) 	Proprietary
      Rights and Agreements, Licenses, Sublicenses, Assignments 
	Schedule 5.4(e) 	Exceptions 
	Schedule 5.4(f) 	Infringements 
	Schedule 5.4(g) 	Software Source Code
      Publications 
	Schedule 5.4(h) 	Exclusive
      Right to Software 
	Schedule 5.4(i) 	Interference with Contract
      
	Schedule 5.4(k) 	Web Site and
      Other Rights Limitations 
	Schedule 5.4(m) 	Employees Without Work For
      Hire Agreements 
	Schedule 5.4(n) 	Applicable
      Law Exception 
	Schedule 5.5 	Sufficiency exception
  
	Schedule 5.6(b) 	Material
      Agreements 
	Schedule 5.14 	Transactions with Affiliates
      
	Schedule 8.1(f) 	Required
      consents 






ASSET PURCHASE AGREEMENT 

                    This
ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of September
1, 2012, is among Net Profits Ten, Inc., a Nevada corporation
(“Purchaser”), World Moto (Thailand) Co., Ltd., a corporation established
under the laws of the Kingdom of Thailand (“Seller”), Chris Ziomkowski,
the Chief Technical Officer of the Seller (“Chris”) and Paul Giles, the
Chief Executive Officer of the Seller (“Paul”). Together Chris and Paul are
referred to as the “Officers.” 

                    WHEREAS,
Seller has developed and seeks to fund and commercialize one or more devices to
provide metering of rides on motor scooters and similar types of transportation
vehicles, referred to as the Moto-Meters through the sale of the assets related
to the Moto-Meters in a stock purchase transaction;

                    WHEREAS,
Seller proposes to sell to Purchaser, and Purchaser proposes to purchase from
Seller, substantially all of the assets of Seller related to the Moto-Meters,
and Purchaser proposes to assume certain debt liabilities of Seller, upon the
terms and subject to the conditions set forth in this Agreement; and

                    NOW,
THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements hereinafter contained, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and intending to be legally bound hereby, the parties
hereby agree as follows: 

ARTICLE I 
DEFINITIONS 

                                        SECTION
1.1      Certain Definitions. 

          (a)      Defined
terms used in this Agreement shall have the meanings ascribed to them by
definition in this Agreement or as specified in this Section 1.1: 

                    “Affiliate”
means, with respect to any Person, any other Person that, directly or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, such Person, and the term “control” (including the
terms “controlled by” and “under common control with”) means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through
ownership of voting securities, by Contract or otherwise. 

                    “Ancillary
Agreements” means the Bill of Sale and Assignment, the Assumption Agreement,
and the assignments of Proprietary Rights to be delivered by Seller to Purchaser
as contemplated by Section 8.3,. 

                    “Assumption
Agreement” means the Assumption Agreement from Purchaser to Seller,
substantially in the form as mutually agreed upon by the parties prior to
Closing and to be attached to this Agreement as Exhibit 1.1(a)(1) hereto
relating to the Assumed Liabilities. 




                    “Bill
of Sale and Assignment” means the Bill of Sale and Assignment from Seller to
Purchaser, substantially in the form as mutually agreed upon by the parties
prior to Closing and to be attached to this Agreement as Exhibit
1.1(a)(2) hereto. 

                    “Business
Day” means any day of the year on which national banking institutions in New
York, New York are open to the public for conducting business and are not
required or authorized to close. 

                    “CBMZ”
means CBMZ Corporation of 1 Sandyport, Nassau, NP, Bahamas. 

                    “Contract”
means any contract, subcontract, lease, license, commitment, sale and purchase
order, or other agreement, arrangement or understanding of any kind, whether
written or oral, and whether expressed or implied. 

                    
“Governmental Body” means any government or governmental or regulatory or
quasi-governmental entity, body thereof, or political subdivision thereof,
whether federal, state, local, foreign, or supranational, or any agency,
instrumentality or authority thereof, or any court or arbitrator (public or
private). 

                    “Indebtedness”
means indebtedness for borrowed money or the equivalent or represented by notes,
bonds or other similar instruments or letters of credit (or reimbursement
agreements in respect thereof) or representing the balance deferred and unpaid
of the purchase price of any property, and including, without limitation,
capital lease obligations, including all accrued and unpaid interest thereon,
and applicable prepayment, breakage or other premiums, fees or penalties and the
costs of discharging such indebtedness. 

                    “Indemnified
Party” means a Purchaser Indemnified Party or a Seller Indemnified Party.


                    “Intellectual
Property” means know-how, proprietary rights or other intellectual property,
including without limitation trade secrets, inventions, formulae, processes,
databases, patents (including all reissues, divisions, continuations,
continuations in part, and extensions thereof), patent applications, trademarks,
trademark registrations, trademark applications, service marks, service mark
registrations, service mark applications, logos, copyrights, copyright
registrations, copyright applications, web sites and home pages, universal
resource locaters, domain names, all rights to, and all intellectual property
used or necessary to, create, publish, modify or maintain, any website or home
page, customer and advertiser information, mailing and subscription lists,
information not known to the general public, literary works, whether or not
copyrightable, ideas, concepts, designs, drawings, discoveries, product and
service developments, inventions, improvements, processes, software, programs,
source codes and materials, object codes and materials, algorithms, techniques,
technology, technical information, research material, prototypes and models.


                    
“Knowledge of Seller” means the knowledge, after due inquiry, of the
employees and each executive officer and technical officer of Seller on the date
hereof or on the Closing Date with respect to the matters at hand. 

2 




                    “Laws”
means all laws, statutes, common law, rules, codes, regulations, restrictions,
ordinances, orders, decrees, approvals, directives, judgments, rulings,
injunctions, writs, awards, policies, guidance and decrees of, or issued or
entered by, all Governmental Bodies. 

                    “Legal
Proceeding” means any judicial, administrative, investigative or arbitral
actions, suits or proceedings (public or private) by or before a Governmental
Body. 

                    “Lien”
means any lien, encumbrance, pledge, mortgage, deed of trust, security interest,
claim, lease, charge, financing statement, option, right of first refusal,
easement, encroachment, assignment of rents, equitable interest, deposit
arrangement, community property interest, servitude or transfer or other
restriction of any kind, including but not limited to, any restriction on the
use, voting, receipt of income or other exercise of any attribute of ownership.


                    “Material
Adverse Effect” means a material adverse effect on (i) the business, assets,
properties, results of operations, condition (financial or otherwise), or
prospects of Seller or the Products, (ii) the value of the Assets as a whole or
the Products individually or a material increase in the Assumed Liabilities,
(iii) the ability of Seller to consummate the transactions contemplated by this
Agreement or perform its obligations under this Agreement or any of the
Ancillary Agreements. 

                    
“Order” means any order, injunction, judgment, decree, ruling, writ,
assessment or arbitration award of a Governmental Body. 

                    “Ordinary
Course of Business” means the ordinary and usual course of business of
Seller with respect to its use and operation of the business of the Seller,
consistent with past practice. 

                    “Pre-Closing
Financing” means the sale of common stock by Purchaser in an aggregate
amount of gross proceeds of $225,000, less any amounts paid to Seller by
Purchaser under the terms of this Agreement as Service Fees defined in
Section 7.13. 

                    “Permits”
means any approvals, authorizations, consents, licenses, permits or certificates
of a Governmental Body. 

                    “Permitted
Exceptions” means (i) Liens for assessments or other governmental charges
not yet due and payable and, if not paid by Seller at or before the Closing,
such current taxes shall effect a reduction of the Closing Date Payment; (ii)
Liens that will be released prior to or as of the Closing; (iii) Liens created
by or through Purchaser, and (vi) such other Liens, if any, disclosed on
Schedule 1.1(a)(1), none of which, individually or in the aggregate,
materially interfere with the continued use or operation or value of the Assets
or the Products. 

                    “Person”
means any individual, corporation, partnership, firm, joint venture, limited
liability company, association, joint-stock company, trust, unincorporated
organization, Governmental Body or other entity. 

                    “Post-Closing
Financing” means the sale of common stock for $1,700,000 in gross proceeds.


3 




                    
“Purchase Price” means the aggregate amounts payable to Seller under
Section 3.1. 

                    “Purchaser
Common Stock” means the shares of common stock, par value $0.001 per share,
of Purchaser. 

                    “Purchaser
Indemnified Parties” means Purchaser and its Affiliates, their respective
officers, directors, employees, agents and representatives and the heirs,
executors, successors and assigns of any of the foregoing. 

                    “Seller
Disclosure Schedules” means the disclosure schedules prepared by Seller and
delivered to Purchaser simultaneously with the execution and delivery of this
Agreement. 

                    “Seller
Indemnified Parties” means Seller and its Affiliates, their respective
officers, directors, employees, agents and representatives and the heirs,
executors, successors and assigns of any of the foregoing. 

                    “Software”
means computer software, whether in the form of Source Code, object code,
executable code, firmware or otherwise, and whether tangible or intangible,
together with all related engineering and product specifications, schematics,
logic diagrams, flow charts, designs, routines, sub-routines, program and system
logic, program architecture, program documentation, operating instructions,
technical and user manuals and training materials, all updates, upgrades,
modifications, enhancements, improvements and derivatives of the foregoing and
all other information and technical data related to the ownership, use, design,
development, testing, enhancement, support and/or maintenance of the Software.


                    “Tax”
or “Taxes” shall mean all taxes, charges, duties, fees, levies or other
assessments, including but not limited to, income, excise, property, sales,
value added, profits, license, withholding (with respect to compensation or
otherwise), payroll, employment, net worth, capital gains, transfer, stamp,
social security, environmental, occupation and franchise taxes, imposed by any
Governmental Body, and including any interest, penalties and additions
attributable thereto. 

                    “Tax
Return” means all returns, declarations, reports, estimates, information
returns and statements required to be filed in respect of any Taxes. 

                    “Web
Site” or “Web Sites” means, individually or collectively, all web
sites of or maintained by or for Seller or the business of the Seller. 

          (b)      Other
Definitional and Interpretive Matters. Unless otherwise expressly provided,
for purposes of this Agreement, the following rules of interpretation shall
apply:

                                        SECTION
1.2      Calculation of Time Period. When
calculating the period of time before which, within which or following which any
act is to be done or step taken pursuant to this Agreement, the date that is the
reference date in calculating such period shall be excluded. If the last day of
such period is a non-Business Day, the period in question shall end on the next
succeeding Business Day. 

4 




                                        SECTION
1.3      Dollars. Any reference in this
Agreement to $ or Dollars shall mean United States dollars. 

                                        SECTION
1.4      Exhibits/Schedules. The Exhibits and
Schedules to this Agreement are hereby incorporated and made a part hereof and
are an integral part of this Agreement. All Exhibits and Schedules annexed
hereto or referred to herein are hereby incorporated in and made a part of this
Agreement as if set forth in full herein. Any capitalized terms used in any
Schedule or Exhibit but not otherwise defined therein shall be defined as set
forth in this Agreement. 

                                        SECTION
1.5      Gender and Number. Any reference in
this Agreement to gender shall include all genders, and words imparting the
singular number only shall include the plural and vice versa. 

                                        SECTION
1.6      Headings. The provision of a Table of
Contents, the division of this Agreement into Articles, Sections and other
subdivisions and the insertion of headings are for convenience of reference only
and shall not affect or be utilized in construing or interpreting this
Agreement. All references in this Agreement to any “Article” or
“Section” are to the corresponding Article or Section of this Agreement
unless otherwise specified. 

                                        SECTION
1.7      Herein. The words such as
“herein,” “hereinafter,” “hereof,” and “hereunder”
refer to this Agreement as a whole and not merely to a subdivision in which such
words appear unless the context otherwise requires. 

                                        SECTION
1.8      Including. The word “including”
or any variation thereof means “including, without limitation” and shall
not be construed to limit any general statement that it follows to the specific
or similar items or matters immediately following it. 

                                        SECTION
1.9      No Drafting Presumptions. The
parties hereto have participated jointly in the negotiation and drafting of this
Agreement and the other agreements contemplated hereby and, in the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as jointly drafted by the parties hereto and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provision of this Agreement. 

ARTICLE II 
PURCHASE AND SALE 

                                        SECTION
2.1      Agreement to Purchase and Sell. Subject
to the terms and conditions of this Agreement, at the Closing, Seller shall
sell, assign, transfer and deliver to Purchaser, and Purchaser shall purchase
and acquire from Seller, the assets owned by Seller or any Affiliate thereof
related to the Moto-Meters, including, without limitation, all right, title and
interest of Seller in and to all patents, patent applications, copy rights,
trade names, service marks, software, drawings, proto-types, mock ups,
specifications, technical knowhow, goodwill, claims and rights of Seller owned
by, used in or necessary for the continued use of the assets, of every nature,
kind and description, tangible and intangible, owned, leased or licensed,
personal or mixed, wherever located and whether or not carried or reflected on
the books and records of Seller, free and clear of all Liens other than Permitted
Exceptions. All of the foregoing are herein collectively referred to as the
“Assets” and include, without limitation, all of the following: 

5 




          (a)     
all Software, products and systems produced, developed, licensed, sold, marketed
or distributed by Seller, whether extant, discontinued, defunct or currently
provided or licensed or under development or to be provided or licensed in the
future, and any and all applications, versions, revisions, operating
environments, translations, products, enhancements, extensions and/or spin-offs
relating to or derived from any of the foregoing, and whether embodied in disc,
internet, web-based, electronic, or any other form or medium whatsoever, and all
rights to market, publish, create, provide, develop, license, sell, distribute,
modify, adapt and otherwise exploit any and all of the foregoing throughout the
world, related to the Moto-Meters products (the foregoing being, collectively,
the “Products”); 

          (b)     
all United States and foreign patents, and applications therefor, and all patent
continuations, continuations in part, reissues and patent disclosures of Seller
(collectively “Patent Rights”), including those set forth on
Schedule 2.1(b), and all inventions (whether or not patentable) and
improvements, of or used by Seller, including those relating to any of the
Products;

          (c)     
all United States and foreign copyrights, whether registered or not, and
applications to register the same, of Seller, registered or not, and where not
owned, Seller’s right to use copyrights used or intended to be used by Seller,
and all rights to obtain renewals and extensions of such Copyrights related to
the Products (collectively “Copyrights”) including those set forth on
Schedule 2.1(c), together with all causes of action in favor of Seller or
any prior owner or operator of the Products (and the proceeds thereof)
heretofore accrued or hereafter accruing with respect thereto; 

          (d)      all
names, titles, trademarks, trade names, service marks, company names, logos,
devices, insignias, formats and designations of Seller or used or intended for
use in connection with any of the Products, and all trademark registrations and
applications therefor, and the goodwill related thereto (collectively,
“Trademarks”), including those set forth on Schedule
2.1(d), together with all causes of action (and the proceeds thereof) in
favor of Seller heretofore accrued or hereafter accruing with respect to any of
the Trademarks; 

          (e)      all
visual and machine readable embodiments of an algorithm, mask work rights or
computer program of Seller or marketed or used by or for the Products, including
the process or method thereof and the concepts contained therein, and the
representation in the original language in which the program was coded and any
languages into which the same may have been translated, together with
instructions and any other information necessary or convenient to the
compilation and/or editing of such code into object code, including any and all
comments by authors, procedural code (such as job control language) and all
associated Documentation (as hereinafter defined) (collectively, “Source
Code”); 

          (f)      all
documentation, records and software, whether in machine or visually readable or
other tangible form, evidencing, representing or containing, embodying or
related to any Source Code or program or used in or necessary to the Products,
including, without limitation, any manuals, functional and design
specifications, notes on architecture, logic, flow charts, user and programmer instructions, coding, test suites, test plans,
testing notes, regression suites, error reports and logs, patches and patch
instructions, itemizations of development tools, project history documents and
other technology or information, and all other writings which would be necessary
or helpful to a skilled programmer to create, understand, maintain, modify and
enhance any Source Code (collectively, “Documentation”); 

6 




          (g)     
all know-how, trade secrets and other Intellectual Property of Seller,
including, without limitation, all information not known to the general public,
literary works, whether or not copyrightable, vendor, supplier, customer and
license records and other files of Seller or related to the Products, and each
Website or home page of or maintained by or for Seller or the business of the
Seller which relates to or uses any of the Trademarks or Copyrights, all
property and assets (tangible and intangible) used or necessary to create and
publish any such Website or home page, and any and all universal resource
locators (“URLs”) and domain names, of Seller or maintained by or for the
Products (all of the foregoing, together with the Products, Patent Rights,
Copyrights, Trademarks, Source Code and Documentation referred to above being,
collectively, the “Proprietary Rights”); 

          (h)      all
files, lists, books and records of Seller, relating to the Products and all
prototypes and mock-ups and all manufacturing specifications and materials,
including manufacturing dies, relating to the Products; 

          (i)      all
Permits of Seller, if any, throughout the world relating to the Products (the
“Assumed Permits”); and 

          (j)     
the goodwill of or pertaining to any or all of the Assets and/or the
Products.

                                        SECTION
2.2      Assumption of Assumed
Liabilities.

          (a)      At
the Closing, Purchaser shall assume, and agree to pay, perform, fulfill and
discharge the following obligations, and only the following obligations, of
Seller (collectively, the “Assumed Liabilities”): 

                    (i)     
all obligations and liabilities of the Seller to Purchaser, if any, which arise
or accrue under promissory notes or other obligations entered into between the
date of this Agreement and the Closing Date; and 

                    (ii)      all
obligations and liabilities of the Seller to CBMZ pursuant to those certain
promissory notes dated on or about July 2012, in aggregate principal amount of
$75,000, which principal debt and accrued interest and other expenses will
convert into shares of common stock of the Purchaser at the Closing, at the same
rate as the price per share paid by the investors in the Pre-Closing Financing.


          (b)     
Except as provided in Section 2.2(a), Purchaser shall not assume, in
connection with the transactions contemplated hereby, any liability or
obligation of Seller whatsoever, whether known or unknown, disclosed or
undisclosed, accrued or hereafter arising, absolute or contingent, and Seller
shall retain responsibility for all such liabilities and obligations (with all
such unassumed liabilities and obligations referred to herein as the
“Excluded Liabilities”).

7 




Excluded Liabilities will include, without limitation, any of
the following liabilities and obligations: 

                    (i)     
any liabilities or obligations for Indebtedness of Seller; 

                    (ii)     
any liabilities for foreign, federal, state and local Taxes of Seller; 

                    (iii)      any
liabilities or obligations under the Real Property Lease, the Personal Property
Leases or Contracts of the Seller; 

                    (iv)      any
liabilities or obligations of Seller arising out of any legal action, suit,
proceeding or investigation pending as of the Closing; 

                    (v)     
any liabilities or obligations arising out of Seller’s compliance or
non-compliance with any Law; 

                    (vi)      any
liabilities (other than Assumed Liabilities) to which Purchaser or any of the
other Purchaser Indemnified Parties may become subject and that arises from or
relates to any Product produced or sold or any services related to the Product
performed by Seller prior to Closing; 

                    (vii)      any
liabilities to the extent arising out of employment, employment grievances or
termination of employment of any persons employed by Seller, including any
workmen’s compensation claims, or any bonus, retention, severance or similar
payment that Seller is obligated to make to any current or former employee,
director, consultant or other Person as a result of the acquisition of the
Assets by the Purchaser; 

                    (viii)      any
liabilities to the extent Purchaser is indemnified therefor pursuant to the
terms of this Agreement; and 

                    (ix)      any
liabilities under any employee benefit or welfare plan covering any present or
former employee of Seller or any of its Affiliates (including, without
limitation, any liabilities relating to any health care plans or benefits). 

ARTICLE III 
PURCHASE PRICE; EARN-OUT; ALLOCATIONS;
ADJUSTMENTS 

                                        SECTION
3.1      Purchase Price; Payments. Subject to
and upon the terms and conditions set forth in this Agreement, as consideration
for the sale, assignment, transfer and delivery of the Assets to Purchaser,
Buyer will pay a total price for the Assets as follows: 

          (a)     
by issuance of an aggregate of shares of the Purchaser Common Stock (the
“Closing Date Payment”), representing 60% of the outstanding shares of
common stock of Purchaser Common Stock immediately after the Closing, which
aforementioned aggregate outstanding Purchaser Common Stock takes into account,
among other things, (i) the issuance of Purchaser Common Stock in the Pre-Closing Financing, (ii) the
conversion into Purchaser Common Stock of any Assumed Liabilities, (iii) the
payment of any finder fees in connection with the Pre-Closing Financing by the
issuance of shares of Purchaser Common Stock, and (iv) the recapitalization of
number of shares of Purchaser Common Stock outstanding prior to the Closing
Date, which Closing Date Payment shares may be allocated to the shareholders of
the Seller or their respective nominees as determined by the Seller and notified
to the Purchaser prior to Closing; and 

8 




          (b)      by
the assumption of the Assumed Liabilities.

                                        SECTION
3.2      Valuation of Purchase Price. The
Purchase Price represented by the Purchaser Common Stock issued to the Seller
will have an aggregate value of $100,000. The Purchaser and Seller have
determined this valuation on an arms-length basis, with the understanding that
the Purchaser Common Stock is not readily traded, there has been no volume in
the Purchaser Common Stock, the Purchaser will undergo a recapitalization and
reincorporation and any public quoted market price is not determinative of the
value of the Purchaser Common Stock. Purchaser and Seller shall file their
respective Tax Returns on the basis of such aggregate value, as it may be
amended, and no party shall thereafter take a Tax Return position inconsistent
with such valuation unless such inconsistent position shall arise out of or
through an audit or other inquiry or examination by the IRS or other
Governmental Body. There is no allocation among the Assets with respect to the
value thereof or the purchase price being paid. 

ARTICLE IV 
CLOSING AND TERMINATION 

                                        SECTION
4.1      Closing Date. Subject to the
satisfaction or waiver of the conditions set forth in Sections 8.1 and
8.2 hereof, the closing of the transactions contemplated hereby (the
“Closing”) shall take place at such place and such time as Purchaser and
Seller shall agree on a date to be specified by Purchaser and Seller, which date
shall be no later than the second (2nd) Business Day after the satisfaction or
waiver of each condition to the Closing set forth in Article VIII (other
than conditions that by their nature are to be satisfied at the Closing, but
subject to the satisfaction or waiver of such conditions), unless another time
or date, or both, are agreed to by Purchaser and Seller. The date on which the
Closing shall occur is referred to in this Agreement as the “Closing
Date”. 

                                        SECTION
4.2      Termination of Agreement. This
Agreement may be terminated as follows: 

          (a)      by
Seller or Purchaser (by written notice to the other) if the Closing has not
occurred on or before October 31, 2012, for any reason other than delay or
nonperformance of the party seeking such termination;

          (b)     
if the Closing has not occurred within five (5) Business Days following the date
on which all of the conditions set forth in Article VIII are satisfied
(other than conditions that by their nature are to be satisfied at the Closing)
or waived because of a party’s refusal to consummate the transactions
contemplated hereby, then by written notice from the other party; 

9 




          (c)      by
mutual written consent of Seller and Purchaser;

          (d)      by
Seller or Purchaser (by written notice to the other) if there shall be in effect
a final non-appealable Order of a Governmental Body of competent jurisdiction
restraining, enjoining or otherwise prohibiting the consummation of the
transactions contemplated hereby;

          (e)      by
written notice from Purchaser to Seller if (x) Purchaser is not then in material
breach of any of its representations, warranties, covenants or agreements
contained in this Agreement, and (y) any of the conditions set forth in
Sections 8.1(a) or 8.1(b) is incapable of fulfillment, or if the
breach that is not waived by Purchaser giving rise to the failure of any such
conditions to be satisfied is capable of being cured, such breach shall not have
been cured within ten (10) days following receipt by Seller of notice of such
breach from Purchaser; or 

          (f)     
by written notice from Seller to Purchaser if (x) Seller is not then in material
breach of any of its representations, warranties, covenants or agreements
contained in this Agreement, and (y) any of the conditions set forth in
Sections 8.2(a) or 8.2(b) is incapable of fulfillment, or if the
breach that is not waived by Seller giving rise to the failure of any such
conditions to be satisfied is capable of being cured, such breach shall not have
been cured within ten (10) days following receipt by Purchaser of notice of such
breach from Seller. 

                                        SECTION
4.3      Effect of Termination. In the event
that this Agreement is validly terminated in accordance with Section 4.2,
then each of the parties shall be relieved of their duties and obligations
arising under this Agreement after the date of such termination and such
termination shall be without liability to Purchaser or Seller; provided,
that (i) no such termination shall relieve any party hereto from liability for
any willful breach of this Agreement and, provided, further, that
the obligations of the parties set forth in Article X hereof shall
survive any such termination and shall be enforceable hereunder, and (ii) no
termination shall impair the right of any party to compel specific performance
by any other party of its obligations under Article X (excluding
Section 10.11) of this Agreement. 

ARTICLE V 
REPRESENTATIONS AND WARRANTIES OF SELLER AND
OFFICERS 

                         Each
of the Seller and each of the Officers, jointly and severally, represent and
warrant to Purchaser that, except as set forth in a below referenced Seller
Disclosure Schedule: 

                                        SECTION
5.1      Organization and Good Standing. Seller
is a corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization and has all requisite power and
authority to own, operate, lease and otherwise hold the Assets and use and
operate the Assets as they are now being used, and is duly qualified or licensed
to do business as a foreign entity in each jurisdiction where the character of
the properties owned, leased or operated by it or the nature of its activities
makes such qualification or licensing necessary, except where the failure to be
qualified or licensed or be in good standing would not have a Material Adverse
Effect. Seller does not have any subsidiaries. 

10 




                                        SECTION
5.2      Authorization. Seller has all
requisite power and authority to own the Assets and execute and deliver this
Agreement, the Ancillary Agreements and each other agreement, document, or
instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the
consummation of the transactions contemplated by this Agreement, and to perform
fully its obligations hereunder and thereby. The execution and delivery of this
Agreement and the Ancillary Agreements by Seller and the performance by Seller
of the transactions contemplated hereby and thereby have been duly authorized by
all requisite action on the part of Seller and no other limited liability or
other proceedings are required in connection with the execution, delivery and
performance of this Agreement or any of the Ancillary Agreements. This Agreement
has been, and each of the Ancillary Agreements will be at or prior to the
Closing, duly and validly executed and delivered by Seller and (assuming the due
authorization, execution and delivery by the other parties hereto and thereto)
this Agreement constitutes, and the Ancillary Agreements when so executed and
delivered will constitute, the legal, valid and binding obligations of Seller,
enforceable against it in accordance with their terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
creditors’ rights and remedies generally, and subject, as to enforceability, to
general principles of equity, including principles of commercial reasonableness,
good faith and fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity). 

                                        SECTION
5.3      Conflicts; Consents of Third Parties.


          (a)      None
of the execution and delivery by Seller and the Officers of this Agreement or
the Ancillary Agreements, the consummation of the transactions contemplated
hereby or thereby, or compliance by Seller or the Officers with any of the
provisions hereof or thereof will result in any violation of or default (with or
without notice or lapse of time, or both) under, or give rise to a right of
acceleration, termination or cancellation of any obligation, modification of any
right, or result in the creation of any Lien upon the Assets, or loss of any
benefit under any provision of (i) the certificate of formation, operating
agreement or any comparable organizational document of Seller; (ii) any material
Contract or Permit to which Seller or the Officers is a party or by which the
Assets are bound; (iii) any Order applicable to Seller or the Officers or by
which the Assets are bound; or (iv) any applicable Law. 

          (b)      Other
than formalizing the assignment of certain patents by the Officers to the Seller
and obtaining approval of the shareholders of the Seller for the transaction
contemplated by this Agreement, no consent, waiver, approval, Order, Permit or
authorization of, or declaration or filing with, or notification to, any Person
(under any Contract or otherwise) or Governmental Body is required on the part
of Seller or the Officers in connection with the execution and delivery of this
Agreement or the Ancillary Agreements or the compliance by Seller with any of
the provisions hereof or thereof, or the consummation of the transactions
contemplated hereby or thereby (the “Required Consents”). 

                                        SECTION
5.4      Intellectual Property; Proprietary Rights;
Software. 

     (a)          
(i) Schedule 2.1(b) sets forth a true and complete list of all Patent
Rights of Seller, (ii) Schedule 2.1(d) sets forth a true and complete
list of all Trademarks of Seller, including those relating to the Products, and
(iii) Schedule 2.1(c) sets forth a true and complete list of all
registered Copyrights of Seller, in each case including all applications for the
same and indicating the registered or other owner, expiration date and number,
if any. Schedule 2.1(c) also sets forth all Websites of or maintained by or for Seller
or its business, and all assumed or fictitious names under which Seller or its
Affiliates is or has ever conducted any of its business.

11 




          (b)      Schedule
5.4(b) contains (i) a true and complete list of all Products and Software
owned or purported to be owned by Seller or any Affiliate for license to others
(“Seller Software”), and all other Software published, marketed
licensed from others, supported used or maintained by Seller or any Affiliate
(the “Licensed Software”), and (ii) an accurate description of any
Software code, in whatever form embodied, which are included in or with any of
Seller Software or the Licensed Software and which requires the consent (whether
subject to royalty or otherwise) of any Person other than Seller or any
Affiliate in order for any of the same to be sold, transferred, used, licensed,
updated, enhanced or modified or integrated with other Software by Seller,
Purchaser, any Affiliate or any other Person; provided that Schedule
5.4(b) need not list Software licensed to Seller or any Affiliate that are
commercially available at minor cost to the general public and subject to
customary “shrink-wrap” license agreements. 

          (c)      Schedule
5.4(c) contains a true and complete list of all Contracts, licenses,
sublicenses, assignments and indemnities (other than customary end-user licenses
and in-bound agreements for licensing of “off-the-shelf” software) which relate
to the Proprietary Rights or the Products (the “Proprietary Rights
Agreements”). True and complete copies of all of the Proprietary Rights
Agreements have been made available to Purchaser. All of the Proprietary Rights
Agreements are in full force and effect (unless expired in accordance with their
terms) and enforceable against Seller and, to Seller’s Knowledge, the applicable
counterparty in accordance with their terms, and there is no violation or
default by Seller and, to Seller’s Knowledge, by the counterparties, under the
Proprietary Rights Agreements. No event has occurred or circumstance exists
which with notice or lapse of time or both would constitute an event of default
of Seller, or give rise to a right of termination or cancellation of Seller, or
result in the loss or adverse modification of any right or benefit of Seller
under any of the Proprietary Rights Agreements, including, without limitation,
the transactions contemplated by this Agreement. No party to any Proprietary
Rights Agreement has given Seller written notice of any material breach or
default under any thereof. No amount payable or reserved under any Proprietary
Rights Agreement has been assigned by Seller and, no claim of offset or defense
to payment of any amount under a Proprietary Rights Agreement has been asserted
against Seller. 

          (d)      Except
as specifically disclosed in Schedules 5.4(b), and 5.4(c) hereto,
Seller either: (i) owns all the Proprietary Rights and Seller Software, or (ii)
has the perpetual, royalty-free and unrestricted right to use the same anywhere
in the world and in any medium, platform or language in each case free and clear
of any Liens, and no part of the Proprietary Rights or Seller Software,
including without limitation any Source Code, is subject to or held in escrow or
in any third party’s possession.

          (e)      Except
as set forth on Schedule 5.4(e), (i) all registrations for Patent Rights,
Copyrights and Trademarks required to be identified pursuant to Section
2.1 are valid and in force, and all applications to register any Patent
Rights or unregistered Copyrights and Trademarks so identified are pending and
in good standing, all without challenge of any kind, and (ii) Seller has the
sole and exclusive right to bring actions for infringement or unauthorized use
of any of the Proprietary Rights, and, to the Knowledge of Seller and the
Officers, there is no material basis for any such action. Correct and complete
copies of: (x) registrations for all Patent Rights and registered Copyrights and Trademarks
identified in Schedule 2.1(b), 2.1(c) and 2.1(d), and (y) all
pending applications to register unregistered Copyrights and Trademarks required
to be identified pursuant to Section 2.1(b) have heretofore been
delivered or made available by Seller to Purchaser. Schedule 5.4(e) sets
forth a list of all actions that are required to be taken by Seller or Purchaser
within 120 days of the Closing Date with respect to any of the Proprietary
Rights (including any required filings, registrations, fees or other required
payments) in order to avoid prejudice to, or impairment or abandonment of, such
Proprietary Rights. 

12 




          (f)     
Except as disclosed in Schedule 5.4(f), no infringement of any
Intellectual Property, or rights thereto of any other Person has occurred or
results in any way by Seller or from any aspect of the Products. Except as
disclosed in Schedule 5.4(f), Seller has not received written notice of
any claim against Seller, any Affiliate or any predecessor owner of the business
of the Seller that any of the Products, Programs, or the Assets of or marketed
or used by Seller infringes any Intellectual Property or rights thereto of any
other Person. 

          (g)      Except
as disclosed in Schedule 5.4(g) hereto, there has been no publication or
distribution or delivery by Seller or, to Seller’s Knowledge, any other Person
of any of the Source Code of any of the Seller Software that could in any way
affect the right of Seller or any Affiliate to seek, assert or enforce copyright
or trade secret protection for such Seller Software. With respect to the
Contracts pertaining to any Seller Software entered into by or binding upon
Seller or any Affiliate, Seller and such Affiliate have licensed the Seller
Software and not sold any thereof, thus retaining all ownership of the
underlying software, and no exclusive license, nor any other license other than
non-exclusive licenses to end-users in the Ordinary Course of Business and on
customary terms and conditions, has been granted in respect to any of the
Products or the Seller Software. 

          (h)      Except
as disclosed in Schedule 5.4(h), (i) Seller has the exclusive right to
develop, publish, market, license and sell all of the Seller Software, (ii) no
Person other than Seller may develop, publish, market, license or sell all or
any part of the Seller Software without the prior consent of Seller (exercisable
in its sole discretion) and Seller has not given any such consent, and (iii)
Seller owns all right, title and interest in and to the Seller Software and the
exclusive right to apply for copyright and patent protection therefor. 

          (i)     
Except as disclosed in Schedule 5.4(i), Seller is not a party to or bound
by any Contract or understanding relating to or which is reasonably likely to
interfere with the full exploitation of any rights or property by Purchaser or
which restricts its right to enter into this Agreement or to perform in
accordance herewith. Seller has not entered into any agreement which involves
the publication, development, manufacture, license or marketing of any computer
software or product in competition with, or which competes or is reasonably
likely to compete with, any of the Seller Software. 

          (j)      Seller
has, and on the Closing Date Purchaser will have, the right to use all
Proprietary Rights in the manner used by Seller. Neither the Seller nor the
Officers have any Knowledge of any infringement or unlawful, unauthorized or
conflicting use of or by any of the Proprietary Rights. 

13 




          (k)     
Except as disclosed in Schedule 5.4(k), Seller owns or possesses the
perpetual, world-wide, royalty-free, fully assignable right to (i) operate each
Web Site as presently conducted, and (ii) use, display, perform, publish,
disseminate, transmit and distribute the content and other information
displayed, published, performed, disseminated, transmitted or distributed by
Seller on or through each Web Site and to disseminate, transmit, distribute,
market, sell or license the information, products and services disseminated,
transmitted, marketed, sold or licensed on or through each Web Site. 

          (l)      No
transaction heretofore engaged in by Seller has, and none of the transactions
contemplated by this Agreement will, require or obligate Seller to provide,
sell, license, assign or transfer any Products, Source Code or Proprietary
Rights to any Person. 

          (m)      No
Person who has performed services in connection with the development and/or
enhancement of any of the Seller Software, or any other Proprietary Rights,
whether as employee, consultant or as independent contractor, nor any other past
or present employee of Seller or any Affiliate, holds any proprietary or other
ownership rights with respect to Seller Software. Except as disclosed in
Schedule 5.4(m), each employee, agent, consultant or contractor who has
contributed to or participated in the creation or development of any Seller
Software or any copyrightable, patentable or trade secret material on behalf of
the Seller or any predecessor in interest thereto either: (i) is a party to a
“work-for-hire” agreement under which Seller is deemed to be the original
owner/author of all property rights therein; or (ii) has executed an enforceable
assignment in favor of Seller (or such predecessor in interest, as applicable)
of all right, title and interest in all of the same.

          (n)     
Except as indicated in Schedule 5.4(n), Seller has complied in all
material respects with all applicable Laws relating to, and all rules, policies
and procedures established by Seller from time to time with respect to, privacy,
data protection and the collection and use of personally identifiable
information and user information gathered or accessed in the course of its
operations, and no claim alleging a violation of any Person’s privacy, personal
or confidentiality rights under any of such Laws, policies or procedures has
been asserted or, to the Knowledge of any Seller, threatened against Seller or
the Assets.

          (o)      Seller
has established in accordance with general industry standards data back-up
procedures which are complied with, and hardware back-up and disaster prevention
facilities which are suitable, to minimize the effects on Seller of human error
or other circumstances resulting in computer hardware, software or data failure.


          (p)      All
technical information developed by and belonging to Seller has been kept
confidential, except where the failure to keep such information confidential
will have a Material Adverse Effect. 

          (q)      Seller
does not believe it is or will be necessary for Purchaser to utilize any
inventions, trade secrets or proprietary information of any of Seller’s former
or current employees made prior to their employment by Seller, except for
inventions, trade secrets or proprietary information that have been assigned to
Seller. 

14 




                                        SECTION
5.5      Sufficiency. Except as set forth
on Schedule 5.5 the Assets constitute all of the assets, properties,
interests and rights necessary for the continued development, manufacturing,
functioning, marketing, and servicing the Products as contemplated as of the
date of this Agreement. 

                                        SECTION
5.6      Material Contracts; Assumed
Contracts.

          (a)     
Seller is not a party to or bound by any agreements described as follows: 

                    (i)      any
Contract or commitment to pay or receive any royalty, license or management fees
relating to the Products or any of the other Assets; 

                    (ii)      any
Internet or Website related Contracts other than those that are included in the
Assets; 

                    (iii)     
any Contract for research or development with respect to Software or other
Intellectual Property relating to the Products; 

                    (iv)     
any Contract containing covenants which limit or restrict (or purport to limit
or restrict) the ability of Seller to develop, manufacture, market or service
the Products or any other trade or business in any geographic area, or which
contain a covenant binding (or purporting to be binding) upon Seller or, from
and after the Closing, Purchaser or any of its Affiliates not to compete in
respect of the Products (including non-competition, exclusive dealing, and
customer non-solicitation agreements); 

                    (v)     
any Contract establishing a joint venture or partnership with respect to the
Products; or 

                    (vi)     
any Contract relating to sales agency, supply, broker, purchase, distribution,
sales representation, advertising, promotional, support, maintenance,
outsourcing, manufacture and fulfillment agreements or franchises, to which
Seller is a party or by which Seller is bound in respect of the Products. 

          (b)      Seller
has made available to Purchaser prior to the date of this Agreement true,
correct and complete copies of each Contract relating to or comprising the
Assets, including the Products (collectively referred to herein as the
“Material Contracts”), which are set forth on Schedule 5.6(b).


          (c)      All
Material Contracts are enforceable in accordance with their terms against Seller
and, to the Knowledge of Seller, the other parties thereto, in each case subject
to applicable bankruptcy, insolvency, reorganization, moratorium and similar
laws affecting creditors’ rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity). Seller is not (with
or without the lapse of time or the giving of notice, or both) in material
breach of any Material Contract and, to the Knowledge of Seller, no other party
to any Material Contract is (with or without the lapse of time or the giving of
notice, or both) in material breach thereunder.

15 




                                        SECTION
5.7      Litigation. There are no (a)
investigations by a Governmental Body pending or, to the Knowledge of Seller or
the Officers, threatened against Seller or the Assets or (b) Legal Proceedings
or Orders entered by, involving, pending against or, to the Knowledge of Seller
or the Officers, threatened, against Seller or the Assets. 

                                        SECTION
5.8      Compliance with Laws. 

          (a)     
Seller is, and at all times in the past two (2) years has been, in material
compliance with all Laws, including those applicable to the ownership and
operation of the Products.

          (b)      Seller
has not received within the past two (2) years any written notice from a
Governmental Body that it or the operation of the business of the Seller or the
Assets is in violation of any such Laws or authorizations of any Governmental
Body.

                                        SECTION
5.11      [reserved].

                                        SECTION
5.12      No Questionable Payments. Neither
Seller nor any director, officer, agent, employee or other Person associated
with or acting on behalf of Seller has: used any corporate funds for unlawful
contributions, gifts, entertainment or other unlawful expenses relating to
political activity; made any unlawful payment to foreign or domestic government
officials or employees or to foreign or domestic political parties or campaigns
from corporate funds; or violated any provision of the Foreign Corrupt Practices
Act of 1977, as amended. 

                                        SECTION
5.13      Brokers, Finders and Investment
Bankers. Neither Seller, nor any officer, member, director or employee of
Seller, nor any Affiliate of Seller, nor any stockholder of Seller has employed
any broker, finder or investment banker or incurred any liability for any
investment banking fees, financial advisory fees, brokerage fees or finders’
fees in connection with the transactions contemplated hereby. Specifically
excluded from this representation is a fee of $25,000 payable in shares of
Purchaser Common Stock to CBMZ in connection with the Pre-Closing Financing
which is the responsibility of the Purchaser. 

                                        SECTION
5.14      Transactions With Affiliates; Sharing
of Assets, Continuity of Operations.

          (a)      Other
than as set forth in Schedule 5.14, neither Seller nor any director,
officer, stockholder or other Affiliate of Seller will, immediately following
the Closing:

                    (i)     
own or control, or have any interest in, any of the Assets, or be a party to any
Assumed Liability;

                    (ii)     
have any material contractual or other claim, express or implied, of any kind
whatsoever against or in respect of the Assets; or 

                    (iii)     
be engaged in any transaction with any potential customer, supplier or
manufacturer of the Products.

16 




          (b)      There
are no assets, rights or services provided to Seller prior to the Closing which
are necessary for the continued development, design, manufacture, packaging and
marketing and use by customers of the Products that are not included in the
Assets. 

                                        SECTION
5.15      Records. The books and records of
Seller relating to the Assets are and have been prepared in the Ordinary Course
of Business and appropriately reflect the operations and transactions thereof in
all material respects in respect of the Assets, and there has been no
transaction involving any of the Assets which properly should have been set
forth therein and which has not been accurately so set forth. 

                                        SECTION
5.16      Taxes.

          (a)     
All Tax Returns due to have been filed by Seller in accordance with all
applicable Laws have been duly filed and are true, correct and complete in all
material respects. Any Tax required to have been withheld or collected by Seller
has been duly withheld and collected, and (to the extent required) each such Tax
has been paid to the appropriate Governmental Body.

          (b)      All
Taxes, deposits and other payments for which Seller has liability (whether or
not shown on any Tax Return) have been timely paid in full or are accrued in
full as liabilities for Taxes on the books and records of Seller. 

          (c)      Except
for Permitted Exceptions, there are no Liens for Taxes with respect to any of
the Assets or the Products, nor is there any such Lien that is pending or, to
the Knowledge of Seller, threatened. 

                                        SECTION
5.17      Sale of Products. Each Product
that has been sold by or on behalf of Seller to any Person and warranted by
Seller conformed and complied in all material respects with the terms and
requirements of any applicable warranty of Seller. Each Product that has been
sold and warranted by Seller to any Person conformed and complied in all
material respects with the terms and requirements of all applicable Law. Seller
will not incur or otherwise become subject to any liability arising directly or
indirectly from any Product manufactured or sold by or on behalf of Seller on or
at any time prior to the Closing Date, other than bugs, fixes and warranty
claims in the Ordinary Course of Business. To Seller’s Knowledge, no Product
manufactured or sold by or on behalf of Seller has at the time of such sale been
the subject of any recall or other similar action. 

                                        SECTION
5.18      Purchase Entirely for Own Account. The
shares of Purchaser Common Stock issuable hereunder are being acquired by Seller
for its own account, not as a nominee or agent, and not with a view to the
resale or distribution of any part thereof, and Seller has no present intention
of selling, granting any participation in, or otherwise distributing the same.
Notwithstanding the foregoing, the Seller may distribute the Purchaser Common
Stock to its shareholders as part of a plan of distribution or dividend,
provided that the distribution or dividend complies with any regulatory or
statutory exemption available under the United States securities laws, including
but not limited to Regulation S. 

17 




                                        SECTION
5.19      Disclosure of Information. Seller for
itself and on behalf of its shareholders has had an opportunity to discuss
Purchaser’s business, management, financial affairs and the terms and conditions
of the offering of the shares of Purchaser Common Stock with Purchaser’s management, and has had an opportunity
to review Purchaser’s public filings under federal securities Laws at
www.sec.gov. In addition to the foregoing, Seller acknowledges that it has had
the opportunity to review and consider this Agreement and the provisions, terms
and effects hereof with tax and financial advisors of its choosing and that
neither Purchaser nor any Person employed by or representing or advising
Purchaser has made any representations, warranties or assurances of any kind to
Seller (other than those set forth in this Agreement regarding the potential
tax, financial or legal implications of this Agreement or any of the
transactions or other agreements provided for herein or connected herewith. 

                                        SECTION
5.20      Restricted Securities. Seller
understands and in the event of a distribution of the Purchaser Common Stock by
the Seller will inform the distributees that the shares of Purchaser Common
Stock have not been, and will not be, registered under the Securities Act of
1933, as amended (the “Securities Act”), by reason of a specific
exemption from the registration provisions of the Securities Act which depends
upon, among other things, the bona fide nature of the investment intent and the
accuracy of the representations and warranties of the recipient of the Purchaser
Common Stock as expressed herein. Seller understands and in the event of a
distribution of the Purchaser Common Stock by the Seller will inform the
distributees that the shares of Purchaser Common Stock are “restricted
securities” under applicable U.S. federal and state securities Laws and that,
pursuant to these Laws, the holder of the Purchaser Common Stock must hold such
securities indefinitely unless they are registered with the Securities and
Exchange Commission and qualified by state authorities, or an exemption from
such registration and qualification requirements is available. Seller
acknowledges and in the event of a distribution of the Purchaser Common Stock by
the Seller will inform the distributees that Purchaser has no obligation to
register or qualify the shares of Purchaser Common Stock for resale and if an
exemption from registration or qualification is available, it may be conditioned
on various requirements including, but not limited to, the time and manner of
sale, the holding period for the securities, and on requirements relating to
Purchaser which are outside of the control of holder of the Purchaser Common
Stock, and which Purchaser is under no obligation and may not be able to
satisfy. 

                                        SECTION
5.21      Lock-Up. Seller agrees and understands
that the Purchaser Common Stock received by the Seller as the Closing Date
Payment will be subject to a lock-up of one year from and after the Closing
Date, and if any of the Purchaser Common Stock held by the Seller is distributed
to any other person during the period of the lock-up, such transfer on the books
and records of the Purchaser will not take place until the recipient of those
shares agrees in writing to the equivalent terms of this lock-up. Additionally,
any holder of the Purchaser Common Stock who takes any of the Purchaser Common
Stock during the period of the lock-up directly from or through a distributee of
the Seller, must first agree in writing to the terms of this provision before
the transfer will take place on the books and records of the Purchaser in the
form as attached hereto as Exhibit 5.21. As part of the lock-up, the
Seller, and any direct or subsequent distributee of the Seller, will not
directly or indirectly (i) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, lend or otherwise transfer or dispose
of any shares of Common Stock or any securities convertible into or exercisable
or exchangeable for Common Stock, whether now owned or hereafter acquired by the
undersigned or with respect to which the undersigned has or hereafter acquires
the power of disposition, or (ii) enter into any swap or other agreement,
arrangement or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequence of
ownership of any Common Stock or any securities convertible into or exercisable
or exchangeable for any Common Stock. 

18 




                                        SECTION
5.22      Legend. Seller understands that the
securities issuable hereunder and any securities issued in respect of or
exchange for such securities, if applicable, may bear the following legend,
whether such securities are held by the Seller or any distribute of the Seller:



  
    
      
        “THE SECURITIES REPRESENTED BY THIS CERTIFICATE
          HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE
          BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION
          WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION
          MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
          THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE ISSUER
          IN ITS SOLE DISCRETION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER
          THE SECURITIES ACT OF 1933.” 

      

    

  



                                        SECTION
5.23      Full Disclosure. Neither this
Agreement nor any of Ancillary Agreements, the information set forth in the
Disclosure Schedule, and all other information regarding Seller and its
business, condition, assets, liabilities, operations, financial performance and
net income delivered or to be delivered by Seller in connection with the
transactions contemplated in this Agreement, in the aggregate and to Seller’s
and Officers’ Knowledge, contains or will contain any untrue statement of fact
and neither this Agreement nor any of Ancillary Agreements, the information set
forth in the Disclosure Schedule or such other information in the aggregate,
omits or will omit to state any material fact necessary to make any of the
representations, warranties or other statements or information contained therein
not misleading in light of the circumstances under which they were made. 

                                        SECTION
5.24      Representation. Each of the Seller and
the Officers have been represented by counsel and tax professionals from time to
time during the negotiations and drafting of this Agreement, and have determined
that the extent of the involvement of their professional advisers is sufficient
for them to make an informed decision concerning the terms of this Agreement and
its obligations and consequences. Each of the Seller and the Officers understand
that Golenbock Eiseman Assor Bell & Peskoe LLP represents the Purchaser
only. 

ARTICLE VI 
REPRESENTATIONS AND WARRANTIES OF PURCHASER 

                    Purchaser
represents and warrants to Seller that: 

                                        SECTION
6.1      Organization and Good Standing.
Purchaser is a corporation duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation and has all requisite power
and authority to own, operate, lease and otherwise hold its assets and to carry
on its business as it is now being conducted, except where the failure to do so
would not have a material adverse effect. 

19 




                                        SECTION
6.2      Authorization of Agreement. Purchaser
has all requisite corporate power and authority to execute and deliver this
Agreement, the Ancillary Agreements and each other agreement, document,
instrument or certificate contemplated by this Agreement or to be executed by
Purchaser in connection with the consummation of the transactions contemplated
hereby and thereby, including the Ancillary Agreements, and to perform fully its
obligations hereby and thereby. The execution, delivery and performance by
Purchaser of this Agreement and each Ancillary Agreement has been duly
authorized by all necessary corporate action on behalf of Purchaser. This
Agreement has been, and each Ancillary Agreement will be at or prior to the
Closing, duly executed and delivered by Purchaser, and (assuming the due
authorization, execution and delivery by the other parties hereto and thereto)
this Agreement constitutes, and each Ancillary Agreement when so executed and
delivered will constitute, the legal, valid and binding obligations of
Purchaser, enforceable against Purchaser in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium and similar
laws affecting creditors’ rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity). 

                                        SECTION
6.3      Conflicts; Consents of Third
Parties. 

          (a)      None
of the execution and delivery by Purchaser of this Agreement or the Ancillary
Agreements, the consummation of the transactions contemplated hereby or thereby,
or compliance by Purchaser with any of the provisions hereof or thereof will
conflict with, or result in any violation of or default (with or without notice
or lapse of time, or both) under, or give rise to a right of termination or
cancellation under, any provision of (i) the certificate of incorporation and
bylaws of Purchaser; (ii) any material Contract or Permit to which Purchaser is
a party or by which any of the properties or assets of Purchaser are bound;
(iii) any Order applicable to Purchaser or by which any of the properties or
assets of Purchaser are bound; or (iv) any applicable Law. 

          (b)      Other
than the required filings with the Securities and Exchange Commission of the
United States and FINRA, no consent, waiver, approval, Order, Permit or
authorization of, or declaration or filing with, or notification to, any Person
or Governmental Body is required on the part of Purchaser in connection with the
execution and delivery of this Agreement or the Ancillary Agreements or the
compliance by Purchaser with any of the provisions hereof or thereof. 

                                        SECTION
6.4      Litigation. There are no Legal
Proceedings pending or, to the knowledge of Purchaser, threatened that are
reasonably likely to prohibit or restrain the ability of Purchaser to enter into
this Agreement or consummate the transactions contemplated hereby.

                                        SECTION
6.5      Capitalization.

          (a)      The
authorized capital stock of Purchaser, as of the Closing Date, will consist of
no more than 500,000,000 shares of Purchaser Common Stock and 50,000,000 shares
of Purchaser Preferred Stock. As of March 31, 2012 and the date of this
Agreement, 4,808,000 shares of Purchaser Common Stock were issued and outstanding
and no preferred stock was outstanding. All of the issued and outstanding shares
of Purchaser Common Stock are, and all shares reserved for issuance will be,
upon issuance in accordance with the terms specified in the instruments or
agreements pursuant to which they are issuable, duly authorized, validly issued,
fully paid and non-assessable. Except as provided in this Agreement, there is no
outstanding subscription, contract, convertible or exchangeable security,
option, warrant, call or other right obligating Purchaser to issue, sell,
exchange, or otherwise dispose of, or to purchase, redeem or otherwise acquire,
shares of, or securities convertible into or exchangeable for, capital stock of
Purchaser. 

20 




          (b)      To
Purchaser’s Knowledge, there are no voting trusts, stockholder agreements or
other voting arrangements that have been entered into among the stockholders of
Purchaser. 

          (c)     
The Purchaser Common Stock, upon issuance in accordance with this Agreement,
will be duly authorized, validly issued, fully paid and non-assessable. 

          (d)      Except
as contemplated in the Covenants, there are no outstanding contractual
obligations of Purchaser to repurchase, redeem or otherwise acquire any shares
of capital stock or any capital stock of Purchaser or to provide funds to, or
make any investment (in the form of a loan, capital contribution or otherwise)
in or to any other person. 

                                        SECTION
  6.6      SEC Reports and Financial Statements.
  Purchaser provided to the Seller prior to the execution of this Agreement by
  direction to the EDGAR website maintained by the United States Securities and
  Exchange Commission (the “SEC”) a true and complete copy of each form,
  report, schedule, registration statement, definitive proxy or information statement
  and other document (together with all amendments thereof and supplements thereto)
  filed or required to be filed by Purchaser or any of its Subsidiaries with the
  SEC since January 1, 2011 (as these documents have since the time of their filing
  been amended or supplemented, the “Purchaser SEC Reports”).
  Purchaser did not file any reports with the SEC except as set forth on the SEC’s
  EDGAR website. As of their respective dates, the Purchaser SEC Reports (i) complied
  as to form in all material respects with all applicable requirements of the
  Securities Act or the Exchange Act, as the case may be, and (ii) did not contain
  any untrue statement of a material fact or omit to state a material fact required
  to be stated therein or necessary in order to make the statements therein, in
  light of the circumstances under which they were made, not misleading. The audited
  consolidated financial statements and unaudited interim consolidated financial
  statements (including, in each case, the notes, if any, thereto) included in
  the Purchaser SEC Reports (the “Purchaser Financial Statements”) complied
  as to form in all material respects with the published rules and regulations
  of the SEC with respect thereto, were prepared in accordance with generally
  accepted accounting principles applied on a consistent basis during the periods
  involved (except as may be indicated therein or in the notes thereto and except
  with respect to unaudited statements as permitted by Form 10-Q of the SEC) and
  fairly present (subject, in the case of the unaudited interim financial statements,
  to normal, recurring year-end audit adjustments which are not expected to be,
  individually or in the aggregate, materially adverse to Purchaser taken as a
  whole) the consolidated financial position of Purchaser as at the respective
  dates thereof and the consolidated results of their operations and cash flows
  for the respective periods then ended.

21 




                                        SECTION
6.7      Brokers, Finders and Investment
Bankers. Except for the fee of $25,000 to be paid in shares of Purchaser
Common Stock, at a rate equivalent to the price of shares purchased by the
investors in the Pre-Closing Financing which is the responsibility of the
Purchaser, neither Purchaser, nor any officer, member, director or employee of
Purchaser, nor any Affiliate of Purchaser, nor any stockholder of Purchaser has
employed any broker, finder or investment banker or incurred any liability for
any investment banking fees, financial advisory fees, brokerage fees or finders’
fees in connection with the transactions contemplated hereby. 

ARTICLE VII 
COVENANTS 

                                        SECTION
7.1      No Solicitation of Transactions. Until
the earlier of the Closing or the termination of this Agreement pursuant to
Section 4.2, Seller shall not, directly or indirectly, through any
stockholder, officer, director, manager, professional advisor or agent of any of
them or otherwise, initiate, solicit or encourage (including by way of
furnishing non-public information or assistance), or enter into discussions or
negotiations of any type, directly or indirectly, or enter into a
confidentiality agreement, letter of intent or other similar Contract with any
Person other than Purchaser with respect to a sale of all or any substantial
portion of Seller, the business of the Seller or the Assets, any joint venture,
any sale of equity ownership of Seller or any other business arrangement,
amalgamation, merger or otherwise (an “Acquisition Transaction”).
Seller shall, and shall cause each of its stockholders, officers, directors,
managers and agents to, immediately discontinue any ongoing discussions or
negotiations with any Person (other than Purchaser) relating to a possible
Acquisition Transaction.

                                        SECTION
7.2      Conduct of the Business Pending the
Closing. 

          (a)     
Prior to the Closing, except as required by applicable Law, as otherwise
contemplated by this Agreement or with the prior written consent of Purchaser,
Seller shall operate only in the Ordinary Course of Business. 

          (b)     
Without limiting the generality of the foregoing, except as required by
applicable Law, as otherwise contemplated by this Agreement or with the prior
written consent of Purchaser, Seller shall not: 

                    (i)      subject
any of the Assets to any Lien, except for Permitted Exceptions; 

                    (ii)      dispose
of or permit to lapse any ownership and/or right to the use of any Proprietary
Rights or other Intellectual Property or enter into any Contract relating to the
research, development or license of any Intellectual Property;

                    (iii)      sell,
transfer, lease or license, or agree to sell, transfer, lease or license, any of
the Assets to any Person except in the Ordinary Course of Business; 

                    (iv)     
enter into any new Contract, renew, extend or modify any existing Contract,
terminate or fail to renew any existing Contract relating to the Products,
outside the Ordinary Course of Business;

22 




                    (v)     
develop, market or distribute Products, outside the Ordinary Course of Business;


                    (vi)      take
any action that would reasonably be expected to cause any of the representations
and warranties of Seller set forth in this Agreement not to be true and correct
as of the date of such action or as of the Closing or otherwise prevent,
materially delay or materially impede the consummation of the transactions
contemplated herein; or 

                    (vii)      authorize
any of, or commit or agree to do, anything prohibited by this Section
7.2. 

                                        SECTION
7.3      Consents; Shareholder Consent. Seller
shall use commercially reasonable efforts to obtain at the earliest practicable
date all consents and approvals required to consummate the transactions
contemplated by this Agreement, including but not limited to adoption by the
board of directors and the shareholders of the Seller of all approvals required
for the transfer of the Assets pursuant to the governing law applicable to and
constituent documents of the Seller. 

                                        SECTION
7.4      Information of Seller to Purchaser.
Seller, as requested by the Purchaser will provide to Purchaser all such
information as may be necessary to satisfy its obligations to report and/or
implement the transactions contemplated by this Agreement in its reports,
schedules and other documentation to be filed with the SEC and Finra/OTC and to
be provided to its stockholders. 

                                        SECTION
7.5      Further Assurances. Each party hereto
shall use commercially reasonable efforts to (i) take all actions necessary or
appropriate to consummate the transactions contemplated by this Agreement and
(ii) cause the fulfillment at the earliest practicable date of all of the
conditions to their respective obligations to consummate the transactions
contemplated by this Agreement. Purchaser and Seller shall use commercially
reasonable efforts to cause the Closing to occur. Each of Purchaser and Seller
shall not, and shall not permit any of their respective Affiliates to, take any
action that would, or that would reasonably be expected to, result in any of the
conditions set forth in Article VIII not being satisfied.

                                        SECTION
7.6      Change of Name of Purchaser. The
Purchaser will effect a change of its corporate name from Net Profits Ten, Inc.
to World Moto Company, or such other similar name as the Seller and Purchaser
mutually determine, prior to the Closing. 

                                        SECTION
7.7      Confidentiality. Upon the Closing, all
confidential or proprietary information related to the Assets, whether or not
disclosed to Purchaser, shall be and become the property of Purchaser, and
thereafter shall not be used or disclosed by Seller for any purpose whatsoever,
without the prior written consent of Purchaser. 

                                        SECTION
7.8      Publicity. Neither Seller nor Purchaser
shall issue any press release, public announcement or other disclosure of
information concerning this Agreement or the transactions contemplated hereby
without obtaining the prior written approval of Purchaser, on the one hand, or
Seller, on the other hand, which approval will not be unreasonably withheld,
unless, in the judgment of Seller or Purchaser, disclosure is otherwise required
by applicable Law or by the applicable rules of any stock exchange
or market on which Purchaser lists securities, provided that, to the extent
required by applicable Law, the party intending to make such release shall use
its commercially reasonable efforts consistent with applicable Law to consult
with the other party with respect to the text thereof. Seller and Purchaser
agree that the initial press release to be issued in connection with the
transactions contemplated hereby shall be in a form mutually agreed by them.

23 




                                        SECTION
7.9      Use of Seller Names. The Assets
include, and the Ancillary Agreements shall convey to Purchaser, all rights in
and to all names used in the business of the Seller, and therefore after the
Closing none of Seller or its Affiliates shall be entitled to use any names used
in the business prior to Closing, or any abbreviation, derivation or variation
thereof, in or for the name or title of any entity, trade, product or business
anywhere in the world from and after the Closing. Seller shall, simultaneously
with the Closing, undertake and promptly pursue all necessary action to change
its business and corporate names, including Internet domain names, to new names
bearing no resemblance to any of its present names so as to permit the use of
such names by Purchaser. Without limiting the foregoing, at the Closing, Seller
will deliver to Purchaser such documents as Purchaser shall reasonably request
to effectuate the foregoing.

                                        SECTION
7.10      Non-competition; Non-solicitation.


          (a)      Each
of the parties acknowledges that the covenants and agreements in this Section
7.10 are conditions precedent to Purchaser’s obligations to consummate the
transactions contemplated by this Agreement and the other Ancillary Agreements,
and that Purchaser would not enter into the transactions contemplated by this
Agreement and the other Ancillary Agreements but for the agreements of Seller
and the Officers with Purchaser in this Section 7.10. Seller and the
Officers acknowledge, jointly and severally, that from and after the Closing
Date, Purchaser and its Affiliates will sell Products to customers located in
markets throughout the world and that engagement by Seller or the Officers in
their individual capacities in the activities restricted by this Section
7.10 during the applicable periods anywhere in the world other than for the
benefit of Purchaser or any of its Affiliates could cause Purchaser or any of
its Affiliates irreparable damage.

          (b)      Subject
to the provisions of this Section 7.10, each of the Seller and the
Officers agrees that for a period of five (5) years from the Closing Date,
neither it nor any of its, as a director, officer, employee, investor, lender,
consultant or in any other capacity, shall, directly or indirectly (A) engage
(including as a director, officer, employee, investor, lender, consultant or in
any other capacity with respect to an entity that engages in whole or in part)
in any business that is substantially similar to the business of the Seller as
of immediately before the Closing Date (“Business”) or that competes with
the Business, or develops, manufactures, markets or sells any product that is or
would be competitive with, or a substitute for, or includes features,
functionality, structure or architecture substantially similar to, any of the
Products, anywhere in the world, (B) hire, including as a director, officer,
employee, investor, lender, consultant or in any other capacity, any current
employee of Seller or employee of Purchaser whose employment with Purchaser has
been terminated by Purchaser for reasons other than the conduct of the employee
consisting of improper performance or nonperformance of the employee’s duties
and responsibilities, engaging in willful misconduct including fraud or
intentional misrepresentation, conviction of a felony or misdemeanor (other than traffic
violations), repetitive drunkenness or drug abuse, or violation of company
policies or the code of conduct, (C) induce or attempt to induce, any director,
officer, employee, representative or agent of Purchaser or any of its Affiliates
engaged in the manufacture, storage, distribution or sale of the Products to
leave the employ of Purchaser or any such Affiliate, or violate the terms of
their contracts, or any employment arrangements, with Purchaser or any such
Affiliate, or (D) solicit or divert or attempt to solicit or divert any current
or former customer of Purchaser; provided, however, that it shall
not be deemed to be a violation of this subsection (b) for Seller or its
Affiliates to invest in securities having less than one percent (1%) of the
outstanding voting power of any Person, the securities of which are publicly
traded or listed on any securities exchange or automated quotation system.

24 




          (c)      Seller,
the Officers and Purchaser acknowledge that this Section 7.10 constitutes
an independent covenant and shall not be affected by performance or
nonperformance of any other provision of this Agreement. Each of Seller, the
Officers and Purchaser has independently consulted with its or his counsel and
after such consultation agrees that the covenants set forth in this Section
7.10 are reasonable and proper. It is the desire and intent of the parties
that the provisions of this Section 7.10 shall be enforced to the fullest
extent permissible under applicable Law. If all or part of this Section
7.10 is held invalid, illegal or incapable of being enforced by any Law or
public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect. Each of the parties agrees that in
the event of a breach by a party of the provisions of this Section 7.10,
money damages would not be an adequate remedy and that the other party shall be
entitled to seek temporary, preliminary or permanent injunctive relief without
the necessity of proving damages or posting a bond. If any part of this
Section 7.10 is held to be excessively broad as to duration, scope,
activity or subject, such part will be construed by limiting and reducing it so
as to be enforceable to the maximum extent compatible with applicable Law. 

                                        SECTION
7.11      Information and Documents. From and
after the date hereof and pending the Closing, upon reasonable advance notice,
Seller shall permit Purchaser and its representatives to have access, during
regular business hours, to the assets, employees, books and records of Seller,
and shall furnish, or cause to be furnished, to Purchaser, such financial, Tax
and operating data and other available information with respect to the Assets as
Purchaser shall from time to time reasonably request; provided, that no
such access shall unreasonably interfere with Seller’s operation of its
businesses; provided further, that, prior to the Closing, all
information received by Purchaser and given by or on behalf of Seller in
connection with this Agreement and the transactions contemplated hereby will to
the extent permitted under applicable Law, be held in confidence by Purchaser
and its Affiliates, agents and representatives and will not be disclosed to any
other Persons without the prior consent of Seller (provided that the foregoing
obligation of non-disclosure shall not apply to any information which prior to
or after the time of disclosure, becomes generally available to the public, not
as a result of any act or omission by Purchaser or its Affiliates, agents and
representatives). 

                                        SECTION
7.12      Post-Closing Financing. Purchaser will
use its reasonable commercial efforts, in light of the circumstances of its
business, capitalization and capital markets, to raise $1,700,000 in equity
capital after the Closing Date, on the same terms or substantially similar terms as the Purchaser issued its common
stock in the Pre-Closing Financing. 

25 




                                        SECTION
7.13      Pre-Closing Services. Prior to
the Closing, during the period from the signing of this Agreement until the
Closing Date, Purchaser engages the general services of Seller, such services to
be as reasonably determined by Purchaser and Seller, on an as needed basis from
time to time, for the amount of $17,000 to be paid on September 1, 2012, and
$10,000 to be paid on the first of each month commencing October 1, 2012, until
the earlier of the Closing Date or December 1, 2012, for a maximum of $47,000 in
the aggregate (the initial and monthly and aggregate fees to be referred to as
the “Services Fees”). Seller will provide the services to Purchaser, in the
manner as Seller determines using such of its personnel in such locations as it
decides is reasonably practicable, in accordance with the fulfillment of its
service obligations to Purchaser. 

ARTICLE VIII 
CONDITIONS TO CLOSING; CLOSING DELIVERIES 

                                        SECTION
8.1      Conditions Precedent to Obligations of
Purchaser. The obligation of Purchaser to consummate the transactions
contemplated by this Agreement is subject to the fulfillment, prior to or on the
Closing Date, of each of the following conditions (any or all of which may be
waived by Purchaser in whole or in part to the extent permitted by applicable
Law): 

          (a)      each
of the representations and warranties of Seller contained in this Agreement that
are not qualified by materiality or Material Adverse Effect, shall be true and
correct in all material respects as of the Closing Date as if made on and as of
the Closing Date (or, if given as of a specific date, at and as of such date),
and if qualified by materiality or Material Adverse Effect, shall be true and
correct in all respects as of the Closing Date as if made on and as of the
Closing Date (or, if given as of a specific date, at and as of such date); 

          (b)     
Seller shall have performed and complied in all material respects with all
obligations and agreements required by this Agreement to be performed or
complied with by it on or prior to the Closing Date; 

          (c)     
there shall not have occurred a Material Adverse Effect; 

          (d)     
Seller and shall have delivered to Purchaser in writing, at and as of the
Closing Date, a certificate duly executed by Seller, in form and substance
reasonably satisfactory to Purchaser and its counsel, certifying that the
conditions in each of Sections 8.1(a), (b) and (c) have
been satisfied; 

          (e)      there
shall not be in effect any Order by a Governmental Body of competent
jurisdiction restraining, enjoining or otherwise prohibiting the consummation of
the transactions contemplated hereby;

26 




          (f)      all
Required Consents set forth on Schedule 8.1(f) shall have been obtained
or made on terms and conditions reasonably satisfactory to Purchaser;

          (g)      all
consents, approvals, Orders or authorizations of, or registrations, declarations
or filings with, any Governmental Body required in connection with the
execution, delivery or performance hereof and the transfer, if any, of all
Permits shall have been obtained or made on terms and conditions reasonably
satisfactory to Purchaser; and

          (h)     
Seller shall have made each of the closing deliveries set forth in Section
8.3 to Purchaser. 

                                        SECTION
8.2      Conditions Precedent to Obligations of
Seller. The obligations of Seller to consummate the transactions
contemplated by this Agreement are subject to the fulfillment, prior to or on
the Closing Date, of each of the following conditions (any or all of which may
be waived by Seller in whole or in part to the extent permitted by applicable
Law): 

          (a)      each
of the representations and warranties of Purchaser contained in this Agreement
that are not qualified by materiality or Material Adverse Effect, shall be true
and correct in all material respects as of the Closing Date as if made on and as
of the Closing Date (or, if given as of a specific date, at and as of such
date), and if qualified by materiality or Material Adverse Effect, shall be true
and correct in all respects as of the Closing Date as if made on and as of the
Closing Date (or, if given as of a specific date, at and as of such date);

          (b)      Purchaser
shall have performed and complied in all material respects with all obligations
and covenants required by this Agreement to be performed or complied with by
Purchaser on or prior to the Closing Date; 

          (c)     
Purchaser shall have delivered to Seller in writing, at and as of the Closing
Date, a certificate duly executed by Purchaser, in form and substance reasonably
satisfactory to Seller and its counsel, certifying that the conditions in each
of Sections 8.2(a) and (b) have been satisfied; 

          (d)      Purchaser
shall have delivered to the Seller, and subject to the provisions of this
Agreement, (i) a copy of the filed Charter Documents, as amended, of Purchaser,
certified as of a recent date by the Nevada Secretary of State; (ii) a
certificate of the Secretary of Purchaser dated the Closing Date and certifying
(A) that attached is a true, correct and complete copy of the Charter Documents
of Purchaser as in effect on the date of the certificate and at all times since
a date prior to the date of the resolutions of Purchaser described in item (B)
below, (B) that attached is a true, correct and complete copy of the resolutions
adopted by the Board of Directors of Purchaser authorizing the execution,
delivery and performance of this Agreement and all other documents delivered by
Purchaser and the consummation by Purchaser of the transactions contemplated by
this Agreement and all other documents, and that these resolutions have not been
modified, rescinded or amended and are in full force and effect, (C) that the
filed Charter Documents of Purchaser have not been amended since the date of the
last amendment furnished pursuant to (i) above and no action has been taken by
Purchaser or its shareholders, directors or officers in contemplation of the
filing of any further amendment or in contemplation of the liquidation or
dissolution of Purchaser, and (D) as to the incumbency and specimen signature of
the officer of Purchaser executing this Agreement or any other
document; (iii) a certificate of counsel to Purchaser dated the Closing Date as
to the incumbency and signature of the Secretary of Purchaser; 

27 




          (e)      As
set forth and based on the assumptions set forth in this Agreement and including
any other adjustments to the Purchaser Common Stock contemplated in this
Agreement, the Closing Date Payment will represent not less than 60% of the
issued and outstanding shares of common stock of the Purchaser immediately after
the Closing; 

          (f)      Purchaser
shall have eliminated all obligations and liabilities of Purchaser as of the
Closing Date, other than monetary obligations of not more than $2,000, in each
case to the satisfaction of the Seller; 

          (g)      As
of a time immediately prior to the Closing Date, the Purchaser will have no more
than 150,000,000 shares of Purchaser Common Stock issued and outstanding, and no
preferred stock outstanding, and no obligation to issue any shares of Purchaser
Common Stock pursuant to any warrants, options, convertible securities or other
agreements, whether oral or written, other than Purchaser Common Stock in the
Pre-Closing Financing, for the conversion of any assumed obligation of the
Seller, or for the payment of any finder fees in connection with the Pre-Closing
Financing or as otherwise specifically provided in this Agreement; 

          (h)      As
of the Closing Date, the Purchaser will have raised the Pre-Closing Financing,
which investor funds from the sale of the Purchaser Common Stock will be good
funds in an account of the Purchaser, or such other account as mutually agreed
upon by the Parties, and such gross proceeds will not have been used to pay any
of the liabilities of the Purchaser existing at or before the Closing Date,
including the cost of the raising of such amount; 

          (i)      As
of the Closing Date, any applicable waiting period under Rule 14f-1 promulgated
under the Securities Exchange Act of 1934 will have been satisfied and the sole
director and officer of the Purchaser shall have resigned as a director and
officer of Purchaser. Concurrently, Chris Ziomkowski and Paul Giles will have
been appointed by the sole director of the Purchaser to be directors of the
board of directors of Parent; 

          (j)     
As of the Closing Date the name of the Purchaser will have been changed to a
name that is the same as or similar to World Moto Company, as agreed upon by the
Seller and Purchaser. 

          (k)     
  there shall not be in effect any Order by a Governmental Body of competent jurisdiction
  restraining, enjoining or otherwise prohibiting the consummation of the transactions
  contemplated hereby; 

          (l)      all
consents, approvals, Orders or authorizations of, or registrations, declarations
or filings with, any Governmental Body required in connection with the
execution, delivery or performance hereof shall have been obtained or made on
terms and conditions reasonably satisfactory to Seller; and 

          (m)      Purchaser
shall have made each of the closing deliveries set forth in Section 8.4
to Seller. 

28 




                                        SECTION
8.3      Seller’s Closing Deliveries. At the
Closing, Seller shall deliver to Purchaser the following: 

          (a)      the
Bill of Sale and Assignment, Assignments of the Patents in the form of
Exhibit 8.3(a), each duly executed by Seller, and Seller shall duly
execute and deliver, or cause to be duly executed and delivered, to Purchaser
such other deeds, bills of sale, certificates of title and other instruments of
assignment or transfer with respect to the Assets as Purchaser may reasonably
request and as may be necessary to vest in Purchaser’s title to all of the
Assets as herein provided, in each case subject to no Lien except for Permitted
Exceptions; 

          (b)      such
documents as Purchaser shall require to effect the transfer of all Propriety
Rights of Seller, in a form acceptable to Purchaser; 

          (c)     
a copy of the current version of Source Code for all Seller Software;; and 

          (d)     
all such other documents and instruments as are to be delivered by it at the
Closing pursuant to this Agreement or as Purchaser and its counsel may
reasonably request in connection with the consummation of the transaction
contemplated hereby. 

                                        SECTION
8.4      Purchaser’s Closing Deliveries. At the
Closing, Purchaser shall deliver to Seller the following: 

          (a)     
the shares of Purchaser Common Stock representing the Closing Date Payment; and


          (b)     
an executed copy of the Assumption Agreement, and Purchaser shall duly execute
and deliver to Seller such other instruments of assumption with respect to the
Assumed Obligations as Seller may reasonably request. 

                                        SECTION
8.5      Frustration of Closing Conditions.
Neither Seller nor Purchaser may rely on the failure of any condition set forth
in Sections 8.1 or 8.2, as the case may be, if such failure was
caused by such party’s failure to use its reasonable best efforts to comply with
any provision of this Agreement. 

ARTICLE IX 
MISCELLANEOUS 

                                        SECTION
9.1      Payment of Sales, Use or Similar Taxes.
All sales, use, transfer, intellectual property, recordation, documentary stamp
or similar taxes or charges, of any nature whatsoever, applicable to, or
resulting from, the transactions contemplated by this Agreement shall be borne
equally by Purchaser and Seller, and the parties shall use commercially
reasonable efforts and shall cooperate with the other to minimize the amount of
any such taxes. 

                                        SECTION
9.2      Expenses. Whether or not the
transactions contemplated hereby are consummated, and except as otherwise
provided in this Agreement, the parties shall bear their own expenses incurred
in connection with the negotiation and execution of this Agreement and each other agreement, document and
instrument contemplated by this Agreement and the consummation of the
transactions contemplated hereby and thereby. 

29 




                                        SECTION
9.3      Submission to Jurisdiction; Consent to
Service of Process. 

          (a)      The
parties hereto hereby irrevocably submit to the exclusive jurisdiction of any
federal or state court located within the State of New York over any dispute
arising out of or relating to this Agreement or any of the transactions
contemplated hereby and each party hereby irrevocably agrees that all claims in
respect of such dispute or any suit, action proceeding related thereto may be
subject to the jurisdiction of the United States District Court for the Southern
District of New York, and in the absence of such jurisdiction, the Supreme Court
of the State of New York, New York County. The parties hereby irrevocably waive,
to the fullest extent permitted by applicable Law, any objection which they may
now or hereafter have to the laying of venue of any such dispute brought in such
court or any defense of inconvenient forum for the maintenance of such dispute.
Each of the parties hereto agrees that a judgment in any such dispute may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by Law. 

          (b)     
Each of the parties hereto hereby consents to process being served by any party
to this Agreement in any suit, action or proceeding by delivery of a copy
thereof in accordance with the provisions of Section 9.6. 

                                        SECTION
9.4      Entire Agreement; Amendments and
Waivers. This Agreement (including the Seller Disclosure Schedules and
exhibits hereto), the Ancillary Agreements and the Confidentiality Agreement
represent the entire understanding and agreement between the parties hereto with
respect to the subject matter hereof. This Agreement can be amended,
supplemented or changed, and any provision hereof can be waived, only by written
instrument making specific reference to this Agreement signed by the party
against whom enforcement of any such amendment, supplement, modification or
waiver is sought. No action taken pursuant to this Agreement, including any
investigation by or on behalf of any party, shall be deemed to constitute a
waiver by the party taking such action of compliance with any representation,
warranty, covenant or agreement contained herein. The waiver by any party hereto
of a breach of any provision of this Agreement shall not operate or be construed
as a further or continuing waiver of such breach or as a waiver of any other or
subsequent breach. No failure on the part of any party to exercise, and no delay
in exercising, any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of such right, power or remedy
by such party preclude any other or further exercise thereof or the exercise of
any other right, power or remedy. 

                                        SECTION
9.5      Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and performed in such State, without giving effect
to principles of conflicts of laws thereof. 

                                        SECTION
9.6      Notices. All notices and other
communications under this Agreement shall be in writing and shall be deemed
given (i) when delivered personally by hand (with written confirmation of
receipt), (ii) when sent by facsimile (with written confirmation of transmission) or (iii) one Business Day
following the day sent by overnight courier (with written confirmation of
receipt), in each case at the following addresses and facsimile numbers (or to
such other address or facsimile number as a party may have specified by notice
given to the other party pursuant to this provision): 

30 




If to Seller, to: 

World Moto (Thailand) Co., Ltd.

Facsimile:
___________________

  Attn:

With a copy (which shall not
constitute notice) to: 

___________________________

___________________________

If to Purchaser, to: 

Net Profits Ten, Inc. 
7956 Gen
Luna Street 
Quiapo Metro 
Manila, Philippines 
Facsimile:
(-----)

  Attn: Marlon Liam

With a copy (which shall not
constitute notice) to: 

Golenbock Eiseman Assor Bell &
Peskoe LLP 
437 Madison Avenue 
New York, New York 10022 
Facsimile:
(212) 754-0330 

  Attn: Andrew D. Hudders, Esq. 

                                        SECTION
9.7      Severability. If any term or other
provision of this Agreement is invalid, illegal, or incapable of being enforced
by any law or public policy, all other terms or provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to any party. Upon such determination that any term or
other provision is invalid, illegal, or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in an acceptable
manner in order that the transactions contemplated hereby are consummated as
originally contemplated to the greatest extent possible. 

                                        SECTION
9.8      Binding Effect; Assignment; Third Party
Beneficiaries. 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
obligations hereunder may be made by any party, directly or indirectly (by
operation of Law or otherwise), without the prior written consent of the other
parties hereto and any attempted assignment without the required consents shall
be void; provided, however, Purchaser may (i) assign any or all of its rights
and interests hereunder to one or more of its Affiliates or to any Person or
Persons purchasing all or substantially all of the Assets conveyed by this
Agreement and (ii) designate one or more of its Affiliates to perform its
obligations hereunder; provided, further, however, that in any such case,
Purchaser shall remain responsible for the performance of all of its obligations
hereunder. No assignment of any obligations hereunder shall relieve the parties
hereto of any such obligations. 

31 




                                        SECTION
9.9      Counterparts. This Agreement may be
executed in one or more counterparts, each of which will be deemed to be an
original copy of this Agreement and all of which, when taken together, will be
deemed to constitute one and the same agreement. 

                                        SECTION
9.10      Waiver of Jury Trial. Each party
hereto hereby waives to the fullest extent permitted by applicable Law, any
right it may have to a trial by jury in respect of any Legal Proceeding directly
or indirectly arising out of, under or in connection with this Agreement, any
Ancillary Agreements or any transaction contemplated hereby or thereby. Each
party hereto (i) certifies that no representative, agent or attorney of any
other party has represented, expressly or otherwise, that such other party would
not, in the event of litigation, seek to enforce that foregoing waiver and (ii)
acknowledges that it and the other parties hereto have been induced to enter
into this Agreement and the Ancillary Agreements, as applicable, by, among other
things, the mutual waivers and certifications in this Section 9.10. 

                                        SECTION
9.11      Performance. Purchaser acknowledges
and agrees that the breach of this Agreement by it would cause irreparable
damage to Seller and that Seller will not have an adequate remedy at Law, and
Seller acknowledges and agrees that the breach of this Agreement by Seller would
cause irreparable damage to Purchaser and that Purchaser will not have an
adequate remedy at Law. Therefore, the obligations of the parties hereto under
this Agreement shall be enforceable by a decree of specific performance issued
by any court of competent jurisdiction, and appropriate injunctive relief may be
applied for and granted in connection therewith (without any needs to post a
bond or additional security, and without any need to prove the absence or
availability of other remedies). Such remedies shall, however, be cumulative and
not exclusive and shall be in addition to any other remedies which any party may
have under this Agreement or otherwise. 

** REMAINDER OF PAGE INTENTIONALLY LEFT BLANK ** 

32 




          IN
WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first written above. 





	 	NET PROFITS TEN, INC. 
	 	 
	 	 
	 	By:
      /s/ Marlon Liam                             
	 	Name: Marlon Liam 
	 	Title: President and CEO 
	 	  
	 	 
	 	 
	 	WORLD MOTO (THAILAND) CO., LTD. 
	 	 
	 	 
	 	 
	 	By:
      /s/ Paul Giles                                    
	 	Name: Paul Giles 
	 	Title: President 
	 	  
	 	  
	 	/s/ CHRIS ZIOMKOWSKI                  
	 	CHRIS ZIOMKOWSKI 
	 	 
	 	 
	 	/s/ PAUL GILES                   
	 	PAUL GILES 


2 




Form of Assumption Agreement for Debt – Exhibit 1.1(a)(1) 

 

 




Form of Bill of Sale and Assignment – Exhibit 1.1(a)(2) 

 

 

4 




Form of Lock Up Agreement – Exhibit 5.12 

Dated as of __________, 2012 

World Moto ___ 

Ladies and Gentlemen: 

           In
order to induce the above addressed company to transfer the shares of the common
stock (“Common Stock”) of the company that I seek to become the transferee of,
such shares having been issued pursuant to an Asset Purchase Agreement dated
_______, 2012 (“Asset Purchase Agreement”), and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned agrees that, during the period beginning on _____, 2012 through and
including the date that is the 365th day after the Asset Purchase Agreement (the
“Lock-Up Period”), the undersigned, or any affiliated party of the
undersigned, will not, without the prior written consent of the company,
directly or indirectly: 

offer, pledge, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase, lend or otherwise transfer
or dispose of any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock, whether now owned or hereafter
acquired by the undersigned or with respect to which the undersigned has or
hereafter acquires the power of disposition, or

enter into any swap or other agreement,
arrangement or transaction that transfers to another, in whole or in part,
directly or indirectly, any of the economic consequence of ownership of any
Common Stock or any securities convertible into or exercisable or exchangeable
for any Common Stock.

            Notwithstanding
the provisions set forth in the immediately preceding paragraph, the undersigned
may, without the prior written consent of the company, transfer any Common Stock
or any securities convertible into or exchangeable or exercisable for Common
Stock as a bona fide gift or gifts, or by will or intestacy, to any member of
the immediate family (as defined below) of the undersigned or to a trust the
beneficiaries of which are exclusively the undersigned or members of the
undersigned’s immediate family or to a charity or educational institution;
provided, however, that it shall be a condition to the transfer that (A) the
transferee executes and delivers to the company not later than one business day
prior to such transfer, a written agreement, in substantially the form of this
agreement and otherwise satisfactory in form and substance to the company, and
(B) if the undersigned is required to file a report under Section 16(a) of the
Securities Exchange Act of 1934, as amended, reporting a reduction in beneficial
ownership of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock by the undersigned during the Lock-Up Period, the
undersigned shall include a statement in such report to the effect that such
transfer or distribution is not a transfer for value and that such transfer is
being made as a gift or by will or intestacy, as the case may be. For purposes
of this paragraph, “immediate family” shall mean a spouse, child, grandchild or
other lineal descendant (including by adoption), father, mother, brother or
sister of the undersigned. 

5 




           The
undersigned further agrees that (i) it will not, during the Lock-Up Period (as
the same may be extended as described above), make any demand for or exercise
any right with respect to the registration under the Securities Act of 1933, as
amended (the “1933 Act”), of any Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock, and (ii) the
Company may, with respect to any Common Stock or any securities convertible into
or exercisable or exchangeable for Common Stock owned or held (of record or
beneficially) by the undersigned, cause the transfer agent or other registrar to
enter stop transfer instructions and implement stop transfer procedures with
respect to such securities during the Lock-Up Period (as the same may be
extended as described above). 

           The
undersigned hereby represents and warrants that the undersigned has full power
and authority to enter into this agreement and that this agreement has been duly
executed and delivered by the undersigned and is a valid and binding agreement
of the undersigned. This agreement and all authority herein conferred are
irrevocable and shall survive the death or incapacity of the undersigned and
shall be binding upon the heirs, personal representatives, successors and
assigns of the undersigned. 

[Signature Page Immediately Follows] 

6 




           IN
WITNESS WHEREOF, the undersigned has executed and delivered this agreement as of
the date first set forth above. 

	 	Yours very truly, 
	 	 
	 	 
	 	 
	 	Print Name:
      ______________________________________________






Schedules 
To 

  Asset Purchase Agreement – Net Profits Ten, Inc. and World Moto (Thailand)
  Co., Ltd. 

            It
is agreed among the Parties to the Agreement, that any disclosure on one
schedule will be deemed disclosure on any other schedule as to which such
disclosure may be relevant or amending, without the need for any specific cross
reference. 

Schedule 2.1(b)                          Patent
  Rights 


  	Number 	Type 	Date 	Authority 	Description 
	61/401,337 	Provisional 	10 Aug 2010 	USPTO 	Universal Vehicle Management
      System 
	13/137,345 	Regular- Utility 	08 Aug 2011(*) 	USPTO 	Universal Vehicle Management
      System 
	US2011/0014 01 	PCT 	08 Aug 2011(*) 	USPTO - RO 	Universal Vehicle Management
      System 



* Claim priority to provisional application on 10 Aug 2010 

****

Schedule
2.1(c)                          Copyrights
and Website Domain Names 

No Copyrights 

Website Domain Names: 

worldmoto.com 

  
worldmoto.net 

  
worldmoto.org
    


motometer.com 


moto-meter.com 


****

Schedule
2.1(d)                          Trademarks


2 




None 

****

Schedule
5.4(b)                          Products
and Software 

Products: 


  	Product 	Version 	
        Description 

	Moto-Meter Eagle 	1.0.4-174 	
      Solidworks enclosure models, Orcad PCB schematic, Orcad
      PCB Layout, firmware including C code and ARM Cortex-M0 assembly files.
      

	Black Box (Palpus) 	1.26 	
      Orcad PCB schematic, Orcad PCB Layout, firmware including
      C code and ARM Cortex-M0 assembly files 




Software:

Other than firm software associated with the Products, there is
no software being transferred. 

**** 

Schedule
5.4(c)                          Proprietary
Rights and Agreements, Licenses, Sublicenses, Assignments 

None 

**** 

Schedule
5.4(e)                          Exceptions



  	
        Number 
	
        Exception 

	
      13/137,345 
	
      Patent application is currently stalled due to non
      receipt of office communication. Petition to withdraw holding of
      abandonment has been filed with USPTO and is expected to be granted
      shortly. 

	
      13/137,345 
	
      Optional – Petition to make special via request under PCT
      Patent Prosecution Highway is recommended as soon as above petition is
      granted. 

	
      PCT/US2011/001401 
	
      National phases for most target countries must be entered
      before 10 Feb 2013. Preparations for this must be started as soon as
      practical. 




3 




****

Schedule
5.4(f)                          Infringements


None 

****

Schedule
5.4(g)                          Software
Source Code Publications 

None 

**** 

Schedule
5.4(h)                         
Exclusive Right to Software

 None 

**** 

Schedule
5.4(i)                         
Interference with Contract 

None 

**** 

Schedule
5.4(k)                          Web
Site and Other Rights Limitations 

None 

****

Schedule
5.4(m)                          Employees
Without Work For Hire Agreements 

None 

**** 

Schedule
5.4(n)                          Applicable
Law Exception 

None 

****

 

4 




Schedule
5.5                            
Sufficiency exception 

None 

**** 

Schedule
5.6(b)                       
Material Agreements 

None 

**** 

Schedule
5.14                         
Transactions with Affiliates 

None 

**** 

Schedule
8.1(f)                         
Required consents 

None 

 

 

5