Exhibit 10.1


 


Execution Version


 


ASSET PURCHASE AGREEMENT


 


Dated as of July 20, 2008


 


by and between


 


CROWDFUNDER, INC.


 


and


 


Gubb, inc.


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.

  	
   

  	
  Certain
  Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
   

  	
  Transfer
  of Assets and Payment of Purchase Price

  	
   

  	
  3

  
	
  2.1

  	
   

  	
  Agreement to Sell and Purchase

  	
   

  	
  3

  
	
  2.2

  	
   

  	
  [Intentionally Omitted]

  	
   

  	
  3

  
	
  2.3

  	
   

  	
  Excluded Liabilities

  	
   

  	
  3

  
	
  2.4

  	
   

  	
  Purchase Price

  	
   

  	
  3

  
	
  2.5

  	
   

  	
  Closing. The closing of the sale of the Assets to
  Buyer and all related transactions described herein (the “Closing”) shall
  take place remotely via the exchange of documents and signatures on the later
  of (a) July 20, 2008 or (b) seven (7) business days
  following the effectiveness of the Buyer’s registration statement with the Securities
  and Exchange Commission), or at such other time and place as the Buyer and
  Seller mutually agree upon, orally or in writing (such date, the “Closing
  Date”)

  	
   

  	
  4

  
	
  2.6

  	
   

  	
  Closing Costs; Transfer Taxes and Fees

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
   

  	
  Representations
  and Warranties of Seller

  	
   

  	
  4

  
	
  3.1

  	
   

  	
  Authorization

  	
   

  	
  4

  
	
  3.2

  	
   

  	
  Consents; No Conflicts

  	
   

  	
  4

  
	
  3.3

  	
   

  	
  Title to Assets

  	
   

  	
  5

  
	
  3.4

  	
   

  	
  Intellectual Property

  	
   

  	
  5

  
	
  3.5

  	
   

  	
  Liabilities. There are no accrued, contingent or
  other Liabilities of any nature, either matured or unmatured relating to the
  Assets except for: (a) Liabilities incurred by the Seller in connection
  with the Assets in the ordinary course of business consistent with the past
  practices of Seller not yet due and payable and (b) Liabilities of the
  Seller under the Acquired Contracts not yet due and payable

  	
   

  	
  6

  
	
  3.6

  	
   

  	
  Contracts

  	
   

  	
  7

  
	
  3.7

  	
   

  	
  Compliance with Law; Legal Proceedings

  	
   

  	
  7

  
	
  3.8

  	
   

  	
  Permits and Licenses

  	
   

  	
  7

  
	
  3.9

  	
   

  	
  Tax Matters

  	
   

  	
  7

  
	
  3.10

  	
   

  	
  Governmental Approvals

  	
   

  	
  7

  
	
  3.11

  	
   

  	
  Non Contravention; Consents. Neither the execution
  and delivery by the Seller of any of the Transaction Documents, nor the
  consummation or performance by the Seller of any of the transactions
  contemplated hereby, will directly or indirectly (with or without notice or
  lapse of time):

  	
   

  	
  7

  
	
  3.12

  	
   

  	
  Brokers. The Seller has not agreed or become obligated
  to pay, nor has Seller taken any action that might result in any Person
  claiming to be entitled to receive, any brokerage commission, finder’s fee or
  similar commission or fee in connection with any of the Transactions

  	
   

  	
  8

  
	
  3.13

  	
   

  	
  Representations and Warranties

  	
   

  	
  8

  



 


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  SECTION 4.

  	
   

  	
  Representations
  and Warranties of Buyer

  	
   

  	
  8

  
	
  4.1

  	
   

  	
  Authorization

  	
   

  	
  8

  
	
  4.2

  	
   

  	
  Litigation. There are no actions, suits, proceedings
  or investigations pending, or to the Buyer’s Knowledge, threatened, that
  question the validity of this Agreement or any of the other Transaction
  Documents or the consummation of the transactions contemplated thereby

  	
   

  	
  8

  
	
  4.3

  	
   

  	
  Approvals. All consents, approvals, authorizations
  and orders (corporate, governmental or otherwise) necessary for the due
  authorization, execution and delivery by Buyer of this Agreement and the
  consummation of the transactions contemplated hereby have been obtained or
  will be obtained prior to the Closing Date (subject to any necessary filings
  required by applicable securities laws that may properly be obtained
  following the Closing Date)

  	
   

  	
  8

  
	
  4.4

  	
   

  	
  Brokers. The Buyer has not agreed or become
  obligated to pay, nor has Buyer taken any action that might result in any
  Person claiming to be entitled to receive, any brokerage commission, finder’s
  fee or similar commission or fee in connection with any of the Transactions

  	
   

  	
  9

  
	
  4.5

  	
   

  	
  Representations and Warranties

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
   

  	
  Deliveries
  of Seller on the Closing Date

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
   

  	
  Deliveries
  of Buyer on the Closing Date

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
   

  	
  Additional
  Agreements and Covenants

  	
   

  	
  9

  
	
  7.1

  	
   

  	
  Cooperation of Buyer and Seller

  	
   

  	
  9

  
	
  7.2

  	
   

  	
  Further Assurances of Seller and Buyer

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
   

  	
  Indemnification

  	
   

  	
  10

  
	
  8.1

  	
   

  	
  Indemnification by Seller

  	
   

  	
  10

  
	
  8.2

  	
   

  	
  Indemnification by Buyer

  	
   

  	
  10

  
	
  8.3

  	
   

  	
  Procedures for Third-Party Indemnification

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
   

  	
  Survival
  of Representations; Effect of Certificates

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.

  	
   

  	
  Brokerage
  Indemnity

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 11.

  	
   

  	
  Notices

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 12.

  	
   

  	
  Termination

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 13.

  	
   

  	
  Miscellaneous

  	
   

  	
  12

  
	
  13.1

  	
   

  	
  Entire Agreement

  	
   

  	
  12

  
	
  13.2

  	
   

  	
  Governing Law

  	
   

  	
  12

  
	
  13.3

  	
   

  	
  Representation by Counsel

  	
   

  	
  12

  
	
  13.4

  	
   

  	
  Benefit of Parties; Assignment

  	
   

  	
  12

  
	
  13.5

  	
   

  	
  Pronouns

  	
   

  	
  13

  
	
  13.6

  	
   

  	
  Headings

  	
   

  	
  13

  
	
  13.7

  	
   

  	
  Expenses

  	
   

  	
  13

  
	
  13.8

  	
   

  	
  Counterparts and Facsimiles

  	
   

  	
  13

  



 


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  13.9

  	
   

  	
  Dispute Resolution

  	
   

  	
  13

  
	
  13.10

  	
   

  	
  Confidentiality

  	
   

  	
  14

  



 


iii

















 


EXHIBITS


 


	
  Exhibit A

  	
   

  	
  Assets

  
	
  Exhibit B

  	
   

  	
  Excluded Assets

  
	
  Exhibit C

  	
   

  	
  Form of Bill of Sale and Assignment Agreement

  
	
  Exhibit D

  	
   

  	
  Form of Registration Rights Agreement

  



 


i

















 


ASSET PURCHASE AGREEMENT


 


This ASSET PURCHASE AGREEMENT (this “Agreement”),
dated as of July 20, 2008, is by and between CROWDFUNDER, INC., a Colorado
corporation (“Buyer”), and GUBB, INC., a California corporation (“Seller”).


 


RECITALS:


 


A.                                   Seller owns certain software
identified on Exhibit A hereto (the “Software”) and certain
other assets commonly known as “Gubb.net”.


 


B.                                     Buyer desires to purchase
from Seller, and Seller desires to sell to Buyer, on the terms and conditions
set forth herein, all of Seller’s right, title and interest in and to the
Software and certain other assets.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the
foregoing, and the mutual agreements, representations, warranties and covenants
contained herein, and for other good and valuable consideration set forth
herein, the parties hereto agree as follows:


 


SECTION 1.    Certain
Definitions.  For purposes of this
Agreement, in addition to the terms defined elsewhere in this Agreement, the
following terms shall have the respective meanings set forth below:


 


“Actions” mean any claims, actions,
suits, proceedings and investigations, whether at law or in equity, before any
court, arbitrator, arbitration panel or Governmental Authority.


 


“Affiliate” of a party means any
Person that, directly or indirectly, controls, is controlled by, or is under
common control with, such party.


 


“Assets” means the Software and any
other assets that are identified on Exhibit A hereto; provided, however,
that the Assets shall not include any Excluded Assets.


 


“Assignment Agreement” means the Bill
of Sale and Assignment Agreement between Buyer and Seller pursuant to which the
Seller shall deliver good, valid and marketable title in and to the Assets to
Buyer.


 


“Closing” means the closing of the
transactions contemplated hereby.


 


“Code” means the Internal Revenue Code
of 1986, as amended, and the rules and regulations thereunder.


 


“Contracts” means all contracts,
agreements, indentures, licenses, leases, commitments, plans, arrangements,
sales orders and purchase orders of every kind, and all amendments thereto and
modifications thereof, in each case whether written or oral.


 

















 


“Damages” means losses, liabilities,
obligations, penalties, costs, damages, claims and expenses (including
reasonable costs of investigation and attorneys’ fees and disbursements).


 


“Excluded Assets” means and includes
all assets identified on Exhibit B hereto.


 


“Governmental Authority” means any
agency, instrumentality, department, commission, court, tribunal or board of
any government, whether foreign or domestic and whether national, Federal,
state, provincial or local.


 


“Intellectual Property Rights” means
any intellectual property, industrial property and any other proprietary rights
that may exist or be created under the laws of any jurisdiction throughout the
world, including all Proprietary Rights, any applications for registration and
registrations of the foregoing property and the foregoing rights (whether
pending, existing, abandoned or expired), and any physical embodiments of the
foregoing property and the foregoing rights.


 


“Laws” means, with respect to a
Person, all applicable laws, rules, regulations, codes, orders, ordinances,
judgments, injunctions, decrees and policies.


 


“Legal Requirement” means any federal,
state, local, municipal, foreign or other law, statute, legislation,
constitution, principle of common law, resolution, ordinance, code, edict,
decree, proclamation, treaty, convention, rule, regulation, ruling, directive,
pronouncement, requirement, specification, determination, decision, opinion or
interpretation issued, enacted, adopted, passed, approved, promulgated, made,
implemented or otherwise put into effect by or under the authority of any
Governmental Authority.


 


“Liabilities” means debts,
liabilities, claims, obligations, duties and responsibilities of any kind and
description, whether absolute or contingent, monetary or non-monetary, direct
or indirect, known or unknown, matured or unmatured, or of any other nature.


 


“Lien” means any security interest,
lien, mortgage, claim, charge, pledge, restriction, equitable interest or
encumbrance of any nature.


 


“Open Source Materials” software code
that is distributed as “free software” or “open source software” or is
otherwise distributed publicly in source code form under terms that permit
modification and redistribution of such software, including, without
limitation, software code that is licensed under the GNU General Public
License, GNU Lesser General Public License, Mozilla License, Common Public
License, Apache License, BSD License, Artistic License, or Sun Community Source
License.


 


“Person” means any natural person,
corporation, trust, business trust, joint venture, association, company, firm,
partnership, limited liability company or other entity or government or
Governmental Authority.


 


“Proprietary Rights” means all of
Seller’s registered copyrights and all applications therefor, unregistered
copyrights, registered trademarks and all applications therefor, unregistered
trademarks, service marks, trade names, internet domain names, logos, designs,
trade secrets, know-how, customer lists and general intangible assets.


 


2

















 


“Seller’s Knowledge” means the
knowledge, assuming due inquiry, of Joseph Bergeron III.


 


“Registration Rights Agreement” means
the agreement by and between Seller and Buyer relating to the shares of
restricted stock issued to Seller in consideration for the Assets.


 


“Taxes” mean all taxes, charges, fees,
levies, customs, duties or other assessments, including, without limitation,
income, gross receipts, excise, real and personal property, sales, transfer,
license, payroll and franchise taxes imposed by any Governmental Authority and
shall include any interest, penalties or additions to tax attributable to any
of the foregoing.


 


“Tax Return” means any return
(including any information return), report, statement, declaration, estimate,
schedule, notice, notification, form, election, certificate or other document
or information that is, has been or may in the future be filed with or
submitted to, or required to be filed with or submitted to, any Governmental
Authority in connection with the determination, assessment, collection or
payment of any Tax or in connection with the administration, implementation or
enforcement of or compliance with any Legal Requirement relating to any Tax.


 


“Transaction Documents” means,
collectively, this Agreement, the Assignment and Assumption Agreement, the
Registration Rights Agreement, and the other documents, instruments and
agreements to be executed and delivered in connection with the transactions
contemplated hereby or thereby.


 


SECTION 2.   Transfer
of Assets and Payment of Purchase Price.


 


2.1       Agreement
to Sell and Purchase.  Based upon and
subject to the terms and conditions, and representations and warranties, of
this Agreement, Seller hereby agrees to sell, convey, transfer, assign and
deliver to Buyer on the Closing Date, and Buyer hereby agrees to purchase and
accept on the Closing Date, all right, title or interest of Seller in and to
the Assets, free and clear of all Liens and Liabilities.


 


2.2       [Intentionally
Omitted].


 


2.3       Excluded
Liabilities.  Except as expressly
specified in Section 2.2, Buyer shall not assume, or otherwise be
responsible for, any of Seller’s Liabilities (collectively, the “Excluded
Liabilities”).


 


2.4       Purchase
Price.


 


(a)      Upon
the terms and subject to the conditions set forth herein, Buyer shall issue to
Seller in consideration for the Assets 920,000 shares of restricted common
stock of the Buyer at a per share price of $0.2725 for a total purchase price
of $250,700 (the “Purchase Price”).


 


(b)      Within
60 days following the Closing Date, the Buyer and the Seller shall mutually
agree on a written statement setting forth the parties’ good faith
determination of the manner in which the consideration referred to in Section 2.4(a) is
to be allocated among the


 


3





















 


Assets. 
The parties acknowledge and agree that such allocation is consistent
with Section 1060 of the Code.  The
allocation prescribed by such statement shall be conclusive and binding upon
the parties for all purposes, and neither party shall file any Tax Return or
other document with, or make any statement or declaration to, any Governmental
Authority that is inconsistent with such allocation, unless required by an
applicable Legal Requirement.


 


2.5       Closing.  The closing of the sale of the Assets to
Buyer and all related transactions described herein (the “Closing”)
shall take place remotely via the exchange of documents and signatures on the
later of (a) July 20, 2008 or (b) seven (7) business days
following the effectiveness of the Buyer’s registration statement with the
Securities and Exchange Commission), or at such other time and place as the
Buyer and Seller mutually agree upon, orally or in writing (such date, the “Closing
Date”).


 


2.6       Closing
Costs; Transfer Taxes and Fees. 
Seller shall be responsible for any and all transfer Taxes and any sales
or other Taxes imposed by reason of the transfers of Assets provided hereunder
and any deficiency, interest or penalty asserted with respect thereto.  Seller shall pay the fees and costs of
recording or filing all applicable conveyance instruments, and shall pay the
fees and costs of recording or filing all UCC termination statements and other
releases of Liens necessary to deliver the Assets as contemplated herein.


 


SECTION 3.   Representations
and Warranties of Seller.  Seller
represents and warrants to Buyer as follows:


 


3.1       Authorization.  Seller is duly incorporated, validly existing
and in good standing under the laws of the State of California.  Seller has the power and authority to own,
operate, lease, possess or dispose of the properties, including the Assets,
that it purports to own, operate, possess or lease and to own and operate its
business as currently conducted.  Seller
has the power, authority and legal right to execute, deliver and perform its
obligations under the Transaction Documents to which it is a party.  Each Transaction Document executed and
delivered by Seller has been duly executed and delivered thereby, and
constitutes the legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with their respective terms (except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to or affecting creditors’ rights
generally and subject to the limitations imposed by general equitable
principles (regardless of whether such enforceability is considered in a proceeding
at law, in equity or in arbitration)).


 


3.2       Consents;
No Conflicts.  No consent, approval,
waiver of, notice to, or filing with, any other Person is required on behalf of
Seller in connection with the execution, delivery or performance by it of the
Transaction Documents executed and delivered by Seller, or the consummation of
the transactions contemplated thereby. 
The execution and delivery by Seller of the Transaction Documents
executed and delivered by Seller do not, and the performance by Seller of its
obligations thereunder and the consummation of the transactions contemplated
thereby do not (a) violate or conflict with any provision of Seller’s
Certificate of Incorporation or bylaws, (b) violate or breach, or (with or
without the giving of notice or lapse of time or both) constitute a default (or
give rise to any right of termination or cancellation) under, or give rise to
or accelerate any material obligation under, any contract to which Seller is a
party or by which Seller or any of its assets are bound; or (c) violate
any Law.


 


4




















 


3.3       Title to Assets.  The Seller owns and has good, valid and
marketable title to all of the Assets, including without limitation all of the
Intellectual Property Rights included in the Assets.  All of the Assets are owned by the Seller
free and clear of any Liens.  Following
the Closing, Buyer will have good and valid title to the Assets, free and clear
of all title defects, objections or Liens and Liabilities.  None of the Assets are being leased or
licensed to the Seller.


 


3.4       Intellectual Property.


 


(a)           The Seller owns or possesses sufficient right, title and
interest in and to all Intellectual Property Rights necessary for the
utilization of the Assets as now utilized and as presently proposed to be
utilized by Buyer, which Assets are sufficient to allow the Buyer to continue
to utilize the Assets at and following the Closing (collectively, “Business
Intellectual Property Rights”).  Exhibit A
lists all Business Intellectual Property Rights subject to a registration or
application for registration of any kind and any material Business Intellectual
Property Rights regardless of whether subject to an registration or application
for registration, and specifies as to each all such Business Intellectual
Property Rights, (i) the nature of the Business Intellectual Property
Right, (ii) the owner of the Business Intellectual Property Right (and, in
the case that the Seller is not the owner, the nature of the rights held by the
Seller); and (iii) the jurisdictions by or in which such Business
Intellectual Property Right has been issued or registered or in which an
application for such issuance or registration has been filed, including the
respective registration or application numbers and dates of issuance,
registration or filing.


 


(b)           The Seller is the sole and exclusive owner of all right,
title and interest in and to the Business Intellectual Property Rights free and
clear of all encumbrances or other rights, licenses, equities or claims.  Other than with respect to generally
commercially available software products obtained by the Seller in object code
form under standard end-user license agreements, there are no outstanding
options, licenses, agreements, claims, encumbrances, obligations or shared
ownership interests of any kind relating to the Business Intellectual Property
Rights, nor is the Seller bound by or a party to any options, licenses,
obligations or agreements of any kind with respect to the Intellectual Property
Rights of any other person or entity. 
All of the Business Intellectual Property Rights are valid, subsisting
and enforceable.  The Company has taken
reasonable steps to protect, preserve and maintain the Business Intellectual
Property Rights.


 


(c)           To the Seller’s knowledge, the Assets, as utilized in the
past, as now utilized, and as presently proposed to be utilized by Buyer does
not and will not, and the products and services developed, marketed or sold (or
proposed to be developed, marketed or sold) by the Seller do not and will not,
infringe, misappropriate or otherwise violate any Intellectual Property Rights
of any other party.  To the Seller’s
knowledge, no person has infringed, misappropriated or otherwise violated, and
is not now infringing, misappropriating or otherwise violating, any Business
Intellectual Property Rights.  The Seller
has not received any communications alleging, and otherwise has no knowledge of
(i) the invalidity or unenforceability of any Business Intellectual
Property Rights, (ii) any infringement, misappropriation or other
violation or breach by the Seller of any Intellectual Property Rights of any
other person, or (iii) any conflict between the rights held by the Seller
in any Intellectual Property Rights and the rights of any other person.  For purposes of this Section 3.4, the
Seller shall be deemed to have knowledge of a patent right if the Seller has
actual knowledge of the


 


5





















 


patent right or would be found to be on
notice of such patent right as determined by reference to United States patent
laws.


 


(d)           It will not be necessary to use in connection with the
Assets as now utilized and as presently proposed to be utilized by Buyer any
Intellectual Property Rights invented, conceived of, authored, created, reduced
to practice or developed by any of its employees or contractors prior to their
employment or engagement by the Seller. 
Each employee and contractor of the Seller has assigned to the Seller
pursuant to a legally binding agreement all Intellectual Property Rights he or
she owns or possesses that are related to the Business Intellectual Property
Rights and the Assets as now utilized and as presently proposed to be utilized
by Seller.  The execution nor delivery of
this Agreement will not, to the Seller’s Knowledge, conflict with or result in
a breach of the terms, conditions or provisions of, or constitute a default
under, any agreement, contract, covenant or instrument under which any of such
employees or contractor is now obligated. 
No employee or contractor of the Seller is in default or breach of any
term of any employment agreement, nondisclosure agreement, assignment of
invention agreement or similar agreement or contract relating in any way to the
protection, ownership, development, use or transfer of the Business
Intellectual Property Rights.


 


(e)           At no time during the conception or reduction to practice
of any the Business Intellectual Property Rights was any developer, inventor,
author or other contributor to such Business Intellectual Property Rights
operating under any grants from any governmental entity or agency or private
source, performing research sponsored by any governmental entity or agency or
private source, or subject to any employment agreement or invention assignment
or nondisclosure agreement or other obligation with any third party that could
adversely affect the Seller’s rights in such Business Intellectual Property
Rights.


 


(f)            Exhibit A lists all Open Source Materials
ever utilized or distributed in any manner or form by the Company and lists the
license applicable to the Open Source Materials, lists all Assets with which
the Open Source Materials are utilized or distributed, and describes the manner
in which the Open Source Materials have been utilized or distributed.  Without limiting the foregoing, as to any
Open Source Materials ever utilized or distributed by the Company, the Company
is in compliance with the terms of each license applicable to the Open Source
Materials, and none of the licenses applicable to the Open Source Materials, as
a condition of the use or distribution of the Open Source Materials, require or
impose any limitation, restriction or condition on the use or distribution of
any other software incorporated into, derived from or used or distributed with
the Open Source Materials.


 


(g)           The Seller is in compliance with (i) all applicable
laws governing the collection, use or transfer of personal information, (ii) the
privacy policies of Seller and Seller’s customers, and (iii) related
policies, programs or other notices applicable to Seller’s collection or use of
personal information.


 


3.5           Liabilities.  There are no accrued, contingent or other
Liabilities of any nature, either matured or unmatured relating to the Assets
except for:  (a) Liabilities
incurred by the Seller in connection with the Assets in the ordinary course of
business consistent with the past practices of Seller not yet due and payable
and (b) Liabilities of the Seller under the Acquired Contracts not yet due
and payable.


 


6





















 


3.6           Contracts. 
The Seller is not a party to, or bound to, any Contracts that relate to
the ownership and operation of any of the Assets.


 


3.7           Compliance with Law; Legal Proceedings.  Seller has, in connection with the ownership
of the Assets, complied in all material respects with all Laws, and there are
no known violations of any Law.  Seller
has not received, at any time prior to the Closing Date, from any Person any
written or oral claim of violation of any Law arising from or in connection with
Seller’s ownership of the Assets.  There
are no Actions pending or, to Seller’s Knowledge, threatened against or
affecting the Assets.


 


3.8           Permits and Licenses.  The Seller does not have any local,
municipal, state and federal consents, orders, filings, franchisees, permits,
licenses, agreements, waivers and authorizations required in connection with
the ownership of the Assets.


 


3.9           Tax Matters.


 


(a)           The Seller has filed all Tax Returns with respect to the
Assets that it was required to file and all such Tax Returns were correct and
complete in all material respects.  All
Taxes owed by the Seller (whether or not shown on any Tax Return) have been
paid.  The Seller is not currently the
beneficiary of any extension of time within which to file any Tax Return.


 


(b)           There is no material dispute or claim concerning any Tax
Liability of the Seller with respect to the Assets either (i) claimed or
raised by any authority in writing or (ii) as to which the Seller
otherwise has Knowledge.  There are no
Liens on any of the Assets that arose in connection with any failure (or
alleged failure) to pay any Tax.


 


(c)           The Seller has not waived any statute of limitations in
respect of Taxes or agreed to any extension of time with respect to a Tax
assessment or deficiency.


 


3.10         Governmental Approvals.  To Seller’s Knowledge, no authorization,
approval, order, license, permit, franchise or consent of any Governmental
Authority and no registration, declaration or filing by Seller with any
Governmental Authority is required in connection with the execution and delivery
of the Transaction Documents and the consummation of the transactions
contemplated hereby.


 


3.11         Non Contravention; Consents.  Neither the execution and delivery by the
Seller of any of the Transaction Documents, nor the consummation or performance
by the Seller of any of the transactions contemplated hereby, will directly or
indirectly (with or without notice or lapse of time):


 


(a)           to the Knowledge of Seller, contravene, conflict with or
result in a violation of, or give any Governmental Authority or other Person
the right to challenge any of the transactions contemplated hereby or to
exercise any remedy or obtain any relief under, any Legal Requirement or any
order to which the Seller or any of the Assets is subject;


 


(b)           cause the Buyer or any Affiliate of the Buyer to become
subject to, or to become liable for the payment of, any Tax;


 


7





















 


(c)           contravene, conflict with or result in a violation of any
of the terms or requirements of, or give any Governmental Authority the right
to revoke, withdraw, suspend, cancel, terminate or modify, any governmental
authorization included in the Assets;


 


(d)           contravene, conflict with or result in a violation or
breach of, or result in a default under, any provision of any Contract to which
Seller is a party or to which either is otherwise bound;


 


(e)           give any Person the right to (i) declare a default or
exercise any remedy under any Contract, (ii) accelerate the maturity or
performance of any Contract, or (iii) cancel, terminate or modify any
Contract; or


 


(f)            result in the imposition or creation of any Lien upon or
with respect to any of the Assets.


 


3.12         Brokers.  The
Seller has not agreed or become obligated to pay, nor has Seller taken any
action that might result in any Person claiming to be entitled to receive, any
brokerage commission, finder’s fee or similar commission or fee in connection
with any of the Transactions.


 


3.13         Representations and Warranties.  The representations and warranties contained
in this Section 3 do not contain any untrue statement of a fact or omit to
state a fact necessary in order to make the statements made not
misleading.  To Seller’s Knowledge, there
are no other facts or circumstances not disclosed herein that may adversely
affect the value of the Assets.


 


SECTION 4.    Representations
and Warranties of Buyer.  Buyer
represents and warrants to Seller as follows:


 


4.1           Authorization. 
Buyer is a corporation duly organized, validly existing and in good
standing under the laws of the State of Colorado.  Buyer has the power,
authority and legal right to execute, deliver and perform its obligations under
the Transaction Documents to which it is a party.  Each Transaction Document executed and
delivered by Buyer has been duly executed and delivered thereby, and
constitutes the legal, valid and binding obligation of Buyer enforceable
against it in accordance with their respective terms (except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to or affecting creditors’ rights
generally and subject to the limitations imposed by general equitable
principles (regardless of whether such enforceability is considered in a
proceeding at law, in equity or in arbitration)).


 


4.2           Litigation. 
There are no actions, suits, proceedings or investigations pending, or
to the Buyer’s Knowledge, threatened, that question the validity of this
Agreement or any of the other Transaction Documents or the consummation of the
transactions contemplated thereby.


 


4.3           Approvals. 
All consents, approvals, authorizations and orders (corporate,
governmental or otherwise) necessary for the due authorization, execution and
delivery by Buyer of this Agreement and the consummation of the transactions contemplated
hereby have been obtained or will be obtained prior to the Closing Date
(subject to any necessary filings


 


8





















 


required by applicable securities laws that
may properly be obtained following the Closing Date).


 


4.4           Brokers.  The
Buyer has not agreed or become obligated to pay, nor has Buyer taken any action
that might result in any Person claiming to be entitled to receive, any
brokerage commission, finder’s fee or similar commission or fee in connection
with any of the Transactions.


 


4.5           Representations and Warranties.  The representations and warranties contained
in this Section 4 do not contain any untrue statement of a fact or omit to
state a fact necessary in order to make the statements made not misleading with
respect to the power and authority of Buyer to execute and deliver this
Agreement and to consummate the transactions contemplated hereby.


 


SECTION 5.    Deliveries of
Seller on the Closing Date.  Seller agrees on the Closing Date to deliver
to Buyer the following (a) the Assignment Agreement in the form attached
as Exhibit C, (b) the Registration Rights Agreement in the
form attached as Exhibit D, (c) the assignment of other
documents as counsel for Buyer may reasonably request or may otherwise be
reasonably necessary for the purpose of consummating the transactions described
herein, and (d) evidence satisfactory to Buyer that all required consents
and approvals, or waivers, for the execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby shall have been
obtained.


 


SECTION 6.    Deliveries
of Buyer on the Closing Date.  Buyer
agrees on the Closing Date to deliver to Seller the following (a) the
Purchase Price to be delivered pursuant to Section 2.4, (b) the
Assignment Agreement in the form attached as Exhibit C and (c) the
Registration Rights Agreement in the form attached as Exhibit D.


 


SECTION 7.    Additional
Agreements and Covenants.


 


7.1           Cooperation of Buyer and Seller.  Seller will cooperate with Buyer, and Seller
will use all reasonable efforts to have employees of Seller cooperate with
Buyer, at Buyer’s request and expense, after the Closing in furnishing
information, evidence, testimony and other assistance in connection with any
Actions involving Seller and based upon, acts of Seller that were in effect or
occurred on or prior to the Closing with respect to the Assets.  Additionally, Buyer and Seller shall
cooperate fully, as and to the extent reasonably requested by the other party,
in connection with any audit, litigation or other Action, or other matters
relating to the period prior to the Closing Date.


 


7.2           Further Assurances of Seller and Buyer.  Seller agrees at any time and from time to
time after the Closing, upon the request of Buyer, to do, execute, acknowledge
and deliver, or to cause to be done, executed, acknowledged and delivered, all
such further acts, assignments, transfers, powers of attorney and assurances as
may be required for the better assigning, transferring and conveying to Buyer,
or to any Person to whom Buyer assigns this Agreement, of the Assets, and to
carry out the terms and conditions of this Agreement.  Buyer agrees at any time and from time to
time after the Closing, upon the request of Seller, to do or


 


9





















 


cause to be done all such further acts as may
be required to carry out the terms and conditions of this Agreement.


 


SECTION 8.    Indemnification.


 


8.1           Indemnification by Seller.  Seller agrees to indemnify Buyer and its
shareholders, Affiliates, successors, all past and present employees, officers,
directors, agents, insurers and assigns of Buyer against and hold it, him or
her harmless from any and all Damages that Buyer or its shareholders,
Affiliates, successors, all past and present employees, officers, directors,
agents, insurers and assigns of Buyer may sustain at any time by reason of any
of the Excluded Liabilities or the breach or inaccuracy of, or failure by
Seller to comply with, any of the warranties, representations, conditions,
covenants or agreements of Seller contained in this Agreement or in any
agreement, certificate or document executed and delivered pursuant to or in
connection with this Agreement or the Closing.


 


8.2           Indemnification by Buyer.  Buyer agrees to indemnify and hold Seller and
its shareholders, Affiliates, successors, all past and present employees,
officers, directors, agents, insurers and assigns of Seller harmless from and
against any and all Damages that it, she or he may sustain at any time by
reason of any breach or inaccuracy of, or failure by Buyer to comply with, any
warranties, representations, conditions, covenants or agreements of Buyer
contained in this Agreement or in any agreement, certificate or document
executed and delivered pursuant to or in connection with this Agreement or the
Closing


 


8.3           Procedures for Third-Party Indemnification.  In those instances in which a third-party
claim is asserted against any party hereto, or any party hereto is made a party
defendant in any third-party action or proceeding, and such claim, action or
proceeding involves a matter that is the subject of this indemnification, then
such party (an “Indemnified Party”) shall give written notice to the
other party hereto (the “Indemnifying Party”) of such claim, action or
proceeding, and such Indemnifying Party shall have the right to join in the
defense of said claim, action or proceeding at such Indemnifying Party’s cost
and expense and, if the Indemnifying Party agrees in writing to be bound by and
to promptly pay the full amount of any final judgment from which no further
appeal may be taken and, if the Indemnified Party is reasonably assured of the
Indemnifying Party’s ability to satisfy such agreement, then at the option of
the Indemnifying Party, such Indemnifying Party may take over the defense of
such claim, action or proceeding, except that, in such case, the Indemnified
Party shall have the right to join in the defense of said claim, action or
proceeding at its own cost and expense.


 


SECTION 9.    Survival
of Representations; Effect of Certificates. 
The parties hereto agree that all representations, warranties,
covenants, conditions and agreements contained herein or in any instrument or
other document delivered pursuant to this Agreement or in connection with the
transactions contemplated hereby shall survive the Closing.


 


SECTION 10.    Brokerage
Indemnity.  Buyer and Seller each
represent to the other that no broker or finder has been involved with any of
the transactions relating to this Agreement. 
In the event of a claim by any broker or finder that such broker or
finder represented or was retained by Seller or Buyer, Seller or Buyer, as the
case may be, agrees to indemnify and hold the other harmless from and against
any and all loss, liability, cost, damage, claim and expense, including,
without


 


10





















 


limitation, attorneys’ fees and
disbursements, which may be incurred in connection with such claim.


 


SECTION 11.    Notices.  All notices, requests, demands and other
communications provided for by this Agreement shall be in writing and shall be
deemed to have been given when hand delivered, when received if sent by same
day or overnight recognized commercial courier service or three business days
after being mailed in any general or branch office of the United States Postal
Service, enclosed in a registered or certified postpaid envelope, addressed to
the address of the parties stated below or to such changed address as such
party may have fixed by notice:


 


To Buyer:


 


CrowdFunder, Inc.

875 Dellwood Avenue

Boulder, Colorado 80304

Attention:  Mark Kreloff


 


– copy to –


 


Holme Roberts & Owen LLP

1801 13th Street, Suite 300

Boulder, Colorado  80302-5259

Attention:  Adam Sher


 


provided, that any notice of change of address shall
be effective only upon receipt.


 


SECTION 12.    Termination.


 


12.1         This Agreement
may be terminated at any time prior to the Closing by any of the following:


 


(a)           by mutual written agreement of Buyer and Seller;


 


(b)           by either Buyer or Seller if the Closing has not occurred
by 11:59 p.m., July 31, 2008, upon written notice by such terminating
party, provided that at the time such notice is given a material breach of this
Agreement by such terminating party shall not be the reason for the Closing’s
failure to occur;


 


(c)           subject to the provisions of Section 12.2, by Buyer,
by written notice to Seller, if there has been a material violation or breach
of any of Seller’s covenants or agreements made herein or in connection herewith
or if any representation or warranty of Seller made herein or in connection
herewith proves to be materially inaccurate or misleading with respect to
Seller; or


 


(d)           subject to the provisions of Section 12.2, by Seller,
by written notice to Buyer, if there has been a material violation or breach of
any of Buyer’s covenants or agreements made herein or in connection herewith or
if any representation or warranty of Buyer made herein or in connection
herewith proves to be materially inaccurate or misleading with respect to
Buyer.


 


11





















 


12.2         If
this Agreement is terminated as provided in Section 12.1, then there shall
be no liability or obligation on the part of any party hereto (or any of its
respective officers, directors or employees) except that if Buyer terminates
this Agreement pursuant to clause 12.1(c) or Seller terminates this
Agreement pursuant to clause 12.1(d), the non-terminating party shall
remain liable for any breach hereof.


 


SECTION 13.    Miscellaneous.


 


13.1         Entire Agreement. 
This Agreement, including the Exhibits hereto, sets forth the entire
agreement and understanding among the parties and merges and supersedes all
prior discussions, agreements and understandings of every kind and nature among
it as to the subject matter hereof, and no party shall be bound by any
condition, definition, warranty or representation other than as expressly
provided for in this Agreement or as may be on a date on or subsequent to the
date hereof duly set forth in writing signed by each party that is to be bound
thereby.  Unless otherwise expressly
defined, terms defined in the Agreement shall have the same meanings when used
in any Exhibit and terms defined in any Exhibit shall have the same
meanings when used in the Agreement. 
This Agreement (including the Exhibits hereto) shall not be changed,
modified or amended except by a writing signed by each party to be charged and
this Agreement may not be discharged except by performance in accordance with
its terms or by a writing signed by each party to be charged.


 


13.2         Governing Law. 
This Agreement and its validity, construction and performance shall be
governed in all respects by the laws of the State of Colorado without giving
effect to principles of conflicts of law.


 


13.3         Representation by Counsel.  Each party hereto represents and agrees with
the other that it has been represented by independent counsel of its own
choosing; it has had the full right and opportunity to consult with its
respective attorneys and other advisors and has availed itself of this right
and opportunity; its authorized officers have carefully read and fully
understand this Agreement in its entirety and have had it fully explained to it
by such party’s counsel; it is fully aware of the contents hereof and the
meaning, intent and legal effect thereof; and its authorized officer is
competent to execute this Agreement and has executed this Agreement free from
coercion, duress or undue influence. 
Each party and its counsel cooperated in the drafting and preparation of
this Agreement and the documents referred to herein.  Accordingly, any rule of law or any
legal decision that would require interpretation of any ambiguities in this
Agreement against the party that drafted it is of no application and is hereby
expressly waived.  The provisions of this
Agreement shall be interpreted in a reasonable manner to effect the intentions
of the parties and this Agreement.


 


13.4         Benefit of Parties; Assignment.  This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and its respective successors,
legal representatives and permitted assigns. 
The Agreement may not be assigned by either Buyer or Seller except with
the prior written consent of the other party; provided that no prior consent
shall be required for an assignment of this Agreement by Buyer to a direct or
indirect wholly-owned subsidiary. 
Nothing herein contained shall confer or is intended to confer on any
third party or entity that is not a party to this Agreement any rights under
this Agreement.


 


12




















 


13.5     Pronouns.  Whenever the context requires, the use in
this Agreement of a pronoun of any gender shall be deemed to refer also to any
other gender, the use of the singular shall be deemed to refer also to the
plural and the use of the plural shall be deemed to refer also to the singular.


 


13.6     Headings.  The headings in the sections, paragraphs,
Exhibits of this Agreement are inserted for convenience of reference only and
shall not constitute a part hereof.  The
words “herein,” “hereof,” “hereto” and “hereunder,” and other words of similar
import refer to this Agreement as a whole and not to any particular provision
of this Agreement.


 


13.7     Expenses.  The parties hereto shall pay all of its own
expenses relating to the transactions contemplated by this Agreement,
including, without limitation, the fees and expenses of its respective counsel,
accountants and financial advisors.


 


13.8     Counterparts and
Facsimiles.  This Agreement may be
executed in one or more counterparts, each of which shall be deemed an original,
and all of which together shall constitute one and the same instrument.  The parties hereto may execute the signature pages hereof
and exchange such signature pages by facsimile transmission.


 


13.9     Dispute Resolution.


 


(a)           If any dispute or difference of any
kind whatsoever shall arise between the Buyer or the Seller (each a “Disputing
Party”) in connection with, or arising out of, this Agreement, or the
material breach, termination or validity thereof (a “Dispute”), the
Disputing Parties shall attempt, in good faith, to settle the Dispute in the
first instance by mutual discussions. 
All negotiations under this clause shall be confidential and shall be
treated as compromise and settlement negotiations, and no oral or documentary
representations made by the Disputing Parties during the negotiations shall be
admissible for any purpose in any subsequent proceedings.  If any Dispute is not resolved within thirty
(30) days of receipt by a Disputing Party of notice of a Dispute (or within
such longer period as to which the Disputing Parties have agreed in writing),
then, on the request of any Disputing Party, the Dispute shall be submitted to
arbitration in accordance with Section 13.10(b) below.


 


(b)           Any Dispute not resolved in accordance with Section 13.10(a) shall,
on the receipt of an arbitration demand, be finally and exclusively settled
through binding arbitration under and in accordance with the Commercial Rules of
the American Arbitration Association (the “AAA”), or any successor
thereto (the “Rules”), then in effect. The arbitration shall be held,
and the award shall be issued in, Denver, Colorado.  The arbitration shall be conducted before one
neutral arbitrator. The arbitrator shall be appointed by agreement of the
Disputing Parties within 30 days of the filing of the demand for arbitration
with the AAA.  If the parties are unable
to agree on an arbitrator within this 30 day period, the arbitrator shall be
selected and appointed in accordance with the Rules, provided that any
arbitrator appointed using the procedure described in this sentence shall be a
retired judge or a practicing attorney with no less than 15 years of experience
and an experienced arbitrator.  By
agreeing to arbitration, the Disputing Parties do not intend to deprive any
court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral
attachment, or other order in aid of arbitration proceedings and the
enforcement of any award.  Without
prejudice to any provisional remedies as may be available


 


13





















 


under the jurisdiction of a court, the
arbitral tribunal shall have full authority to grant provisional remedies and
to direct the parties to request that any court modify or vacate any temporary
or preliminary relief issued by such court, and to award damages for the
failure of any party to respect the arbitral tribunal’s orders to that
effect.  Any arbitration proceedings,
decision or award rendered hereunder and the validity, effect and
interpretation of this arbitration agreement shall be governed by the Federal
Arbitration Act, 9 U.S.C. §1 et  seq.  In arriving at a decision, the arbitrator
shall be bound by the terms and conditions of this Agreement and shall apply
the governing law of this Agreement as designated in Section 15.2.  The arbitrator is not empowered to award
damages in excess of compensatory damages, and each party hereby irrevocably
waives any right to recover punitive, exemplary or similar damages with respect
to any Dispute.  The arbitrator shall
award the substantially prevailing party all reasonable costs, expenses and
attorneys’ fees incurred in connection with the arbitration proceeding.  The award, which shall be in writing and
shall state the findings of fact and conclusions of law upon which it is based,
shall be final and binding on the parties and shall be the sole and exclusive
remedy between the parties regarding the issues presented to the arbitral
tribunal.  Judgment upon any award may be
entered in any court of competent jurisdiction.


 


13.10       Confidentiality.  Each party shall (and shall direct its
directors, officers, members, managers, shareholders, employees and
representatives to) keep this Agreement (and the related agreements), and the
status of the transactions contemplated hereby and thereby, confidential, and
shall make no press release or public disclosure, either written or oral,
regarding the transactions contemplated hereby and thereby without the prior
knowledge and written consent of the other party hereto; provided, that the
foregoing shall not prohibit any disclosure (a) to attorneys, accountants,
investment bankers or other agents of the parties assisting the parties in
connection with the transactions contemplated hereby and thereby, (b) as
required by law and (c) any party to this Agreement (and each employee,
representative, or other agent of such party) may disclose to any and all
Persons, without limitation of any kind, the tax treatment and tax structure of
the transaction and all materials of any kind (including opinions and other tax
analyses) that are provided to the party relating to such tax treatment and tax
structure.  In the event that the
transactions contemplated by this Agreement (and the related agreements) are
not consummated for any reason whatsoever, the parties hereto agree not to
disclose or use any confidential information that they may have concerning the
affairs of the other parties except for information required by law to be
disclosed.  “Confidential information”
includes, but is not limited to, the following: 
financial records, reports, plans, proposals, financial information,
personnel information, contracts, ownership information, customer lists and
related information.


 


14

















 


IN WITNESS WHEREOF, the parties have caused
this Asset Purchase Agreement to be duly executed on the day and year first
above written.


 


 


	
   

  	
  CROWDFUNDER,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  MARK KRELOFF

  
	
   

  	
   

  	
  Mark
  Kreloff, President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUBB,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  JOE BERGERON

  
	
   

  	
  Name:

  	
  Joe
  Bergeron

  
	
   

  	
  Title:

  	
  President

  



 


Signature Page to Asset
Purchase Agreement


 

















 


EXHIBIT A


 


ASSETS


 


	
  a)

  	
   

  	
  Proprietary source code for web-based list creation, management and
  organization system.

  
	
   

  	
   

  	
   

  
	
  b)

  	
   

  	
  Proprietary source for mobile list creation, management and
  organization.

  
	
   

  	
   

  	
   

  
	
  c)

  	
   

  	
  Interface developed by GUBB, INC. for gubb.net website.

  
	
   

  	
   

  	
   

  
	
  d)

  	
   

  	
  Domain name: gubb.net.

  
	
   

  	
   

  	
   

  
	
  e)

  	
   

  	
  Website and related operations of gubb.net; database that includes
  445,593 items within 127,495 user-created lists among 

  
	
  23,455 registered users (as of 5 June 2008).

  
	
   

  	
   

  	
   

  
	
  f)

  	
   

  	
  Artwork, logotypes and other brand-related materials developed by
  GUBB, INC. for gubb.net

  
	
   

  	
   

  	
   

  
	
  g)

  	
   

  	
  Without limiting the assets set forth in (a) through (f) of
  this Exhibit A, the source code that comprises all the files in the file
  

  
	
  listing attached hereto as a Unix/Linux directory printout. The
  Seller warrants that this file listing is the complete collection of files
  that comprises the entire functionality of the internet web sites as well as
  the mobile components contained therein.

  



 

















 


EXHIBIT B


 


EXCLUDED ASSETS


 


None.


 

















 


EXHIBIT C


 


FORM OF


BILL OF SALE AND ASSIGNMENT AGREEMENT


 


(Attached hereto)


 

















 


BILL OF SALE AND ASSIGNMENT
AGREEMENT


 


This Bill of Sale and
Assignment Agreement (this “Agreement”), dated as of July 20, 2008,
is by and between CROWDFUNDER, INC., a Colorado corporation (“Buyer”),
and GUBB, INC., a California corporation (“Seller”).  The Seller, on the one hand, and the Buyer,
on the other hand, are each referred to herein as a “Party” and,
collectively, as the “Parties.”


 


WHEREAS, Buyer and
Seller have entered into that certain Asset Purchase Agreement, dated as of the
date hereof (the “Purchase Agreement”), pursuant to which Buyer will
purchase certain assets of the Seller in exchange for the consideration set
forth in the Purchase Agreement.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the Parties, the Parties
hereby agree as follows:


 


1.             All capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to them in the Purchase Agreement.


 


2.             Subject to the terms and conditions of the Purchase
Agreement, Seller hereby sells, assigns, transfers, conveys and delivers to
Buyer as of the Closing, good and valid title to the Assets, free and clear of
all Liens and Liabilities.


 


3.             Notwithstanding anything to the contrary contained
herein:  (a) nothing contained in
this Agreement is intended to provide any rights to either Seller or Buyer
(beyond those rights expressly provided to the Seller and Buyer, as the case
may be, in the Purchase Agreement); (b) nothing contained in this
Agreement is intended to impose any obligations or liabilities on either Seller
or Buyer (beyond those rights expressly provided to the Seller and Buyer, as
the case may be, in the Purchase Agreement); and (c) nothing contained in
this Agreement is intended to limit any of the rights or remedies available to
the Seller or Buyer, as the case may be, under the Purchase Agreement.


 


4.             Nothing contained in this Agreement is intended to
provide any right or remedy to any Person, other than the Parties to the
Purchase Agreement.


 


5.             This Agreement shall be binding upon and inure to the
benefit of Seller and Buyer and their respective successors and permitted
assigns.


 


6.             This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which shall
constitute one instrument.


 


7.             This Agreement shall be construed in accordance with,
and governed in all respects by, the internal laws of the State of Colorado
(without giving effect to principles of conflicts of laws).


 


[Signature
page follows.]


 

















 


IN WITNESS
WHEREOF, this Agreement has been duly executed and delivered by the parties
hereto as of the date first above written.


 


 


	
   

  	
  CROWDFUNDER,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Mark
  Kreloff, President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUBB,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Joe
  Bergeron

  
	
   

  	
  Title:

  	
  President

  



 


Signature Page of Sale and
Assignment Agreement


 

















 


EXHIBIT D


 


FORM OF


REGISTRATION RIGHTS AGREEMENT


 


(Attached hereto)


 


[SEE EXHIBIT 4.1 TO THIS CURRENT REPORT ON FORM 8-K]