ASSET PURCHASE AGREEMENT


 


This ASSET PURCHASE AGREEMENT
(“Agreement”) is entered into on April 30, 2012 but effective as of April 27, 2012 (“Effective Date”),
by and among, Bizzingo, Inc., a Nevada corporation (“Buyer”), IntroMe, Inc, a Delaware corporation (“Seller”),
and Mark McCabe, Ron Bouganim, Trilogy Investment, AG and Jeff Kirschner collectively representing all the issued and outstanding
shares of Seller as of the date of this Agreement (the “Shareholders”). Certain
capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in Section 9.9.


 


RECITALS


 


WHEREAS, Shareholders represent
and warrant that they are the sole record and beneficial owners of all of the outstanding equity securities of Seller,


 


WHEREAS, Seller has developed
and is the proprietary owner of certain short code technology and certain other proprietary rights more specifically described
on Exhibit I (attached hereto and made a part hereof) (“Technology”) which represents all of assets of the Company
(“Assets”),


 


WHEREAS, Seller desires
to sell, and Buyer desires to purchase, the Assets and assume no liabilities associated with the Assets, on the terms and conditions
hereinafter set forth;


 


WHEREAS, from and after
the Closing, except as permitted in writing by Buyer, Seller and the Shareholders will cease and desist using any and all of the
Assets and Technology;


 


NOW THEREFORE, in consideration
of the foregoing and the respective covenants, representations, warranties and agreements herein contained, the parties hereto
agree as follows:


 


Article
I


PURCHASE
AND SALE OF ASSETS


 


1.1       Assets
to be Conveyed. Subject to and in reliance upon the representations, warranties,
covenants, conditions and agreements herein contained, and
except as specifically excluded in Section 1.2 hereof, at the Closing (as defined in Section 3.1 below), Seller shall convey,
sell, assign, transfer and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest
in and to the Assets, including without limitation the following assets and properties as they exist on the Closing Date (collectively,
the “Purchased Assets”):


 


(a)       the
tangible personal property of Seller used in connection with the Assets, including but not limited to software and other tangible
personal property used or useful in or for the Assets, including the assets identified on Schedule 1.1(a), together with
all third party warranties (express or implied), operating manuals and all tangible and intangible property related to the foregoing
“Tangible Personal Property”);


 


(b)       all
rights of Seller under all agreements, contracts, sales and purchase orders and other instruments used in connection with the Assets,
whether written or oral, in effect on the Closing Date, including but not limited to, supplier and vendor agreements, other agreements,
which are listed on Schedule 4.14 (collectively, the “Contracts”);


 



    	 



    	 



    

 


(c)       all
of Seller’s: patents, patent applications or rights, trademarks, trade names and service marks and registrations thereof
and applications therefor, copyrights, registered copyrights and applications for copyright registration, domain names, marketing
data, computer software, licenses, databases, products, data and documentation, know how and other proprietary rights used in or
for the Assets and any tangible media, including source codes, relating to the foregoing (the “Proprietary Rights”),
including but not limited to the Proprietary Rights listed on Schedule 4.12 and including all causes of action, demands,
judgments and claims of any nature relating to the Proprietary Rights; and


 


(d)       All
Governmental Approvals (and pending applications therefor), including the Governmental Approvals listed on Schedule 1.1(d)
(to the extent the same are transferable).


 


1.2       Excluded
Assets. Notwithstanding anything to the contrary contained in Section 1.1 above, the following assets of Seller (the
“Excluded Assets”) are expressly excluded from the purchase and sale contemplated hereby, and as such, are
not included in the Purchased Assets:


 


(a)       Cash,
cash equivalents and marketable securities;


 


(b)       Any
intercompany or intracompany receivable cash balances between Seller and any of its Affiliates or between any of its Affiliates;


 


(c)       Corporate
seals, certificates of incorporation, minute books, stock transfer records, or other records related to the corporate organization
of Seller;


 


(d)       
The assets listed on Schedule 1.2(e);


 


(e)       Any
shares of capital stock of Seller held in treasury;


 


(f)       All
rights under insurance policies covering the Seller and/or the Shareholders as an insured or additional insured or for contribution
or indemnification;


 


(g)       All
personnel records and other records that Seller is required by law to retain in its possession, other than as stated herein; and


 


(h)       All
rights under the Transaction Agreements;


 


1.3       Excluded
Liabilities. Except as stated in the Transactional Agreements, Buyer is not assuming any liability or obligation of Seller,
or any officer, director or stockholder or person in control of Seller (each, an “Affiliate”) of whatever nature
whether presently in existence or arising or asserted hereafter.


 



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1.4       Later-Assigned
Assets.


 


(a)       Notwithstanding
anything to the contrary in this Agreement, if any of the Purchased Assets, including the assignment of any patent or patent application,
are not assignable or transferable (each, a “Later Assigned Asset”) without the consent of, or waiver by, a
third party (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Legal
Requirements, and any of such Assignment Consents are not obtained by Seller on or prior to the Closing Date, Seller shall use
commercially reasonable efforts to obtain all such Assignment Consents as soon as reasonably practicable after the Closing Date
and thereafter assign to Buyer such Later Assigned Asset. It is understood that within ten (10) days from the Closing Date, Seller
will complete or cause the completion of the necessary forms and filings to effect the transfer to Buyer of the provisional patent
listed on Schedule 4.12. Such assets shall be deemed Purchased Assets for purposes of this Agreement.


 


(b)       After
the Closing, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide Buyer with all of the benefits
of the Later Assigned Assets as if the appropriate Assignment Consents had been obtained, including by granting subleases and establishing
arrangements whereby Buyer shall undertake the work necessary to perform under the Contracts.


 


1.5       Encumbrances.
The Assets conveyed to Buyer on the Closing Date pursuant to this Agreement will be conveyed to Buyer free and clear of all Encumbrances
(as defined in Section 4.5(a) hereof).


 


Article
II


CONSIDERATION
FOR THE ACQUISITION


 


2.1       Purchase
Consideration.


 


(a)       As
consideration for the acquisition of the Assets as provided herein and the other terms and conditions herein, Buyer shall deliver
or cause to be delivered to Seller the following:


 


(i)       The
sum of Seventy Five Thousand Dollars ($75,000) which amount shall be paid to Seller on or before May 15, 2012,


 


(ii)      A
convertible promissory note in favor of Seller from Buyer in the principal amount of Seventy Five Thousand Dollars ($75,000) (the
form and content of which is set forth on Schedule 2.1(ii)) which shall be delivered at Closing (“Convertible Note”),
and


 


(iii)     A
common stock purchase warrant of Buyer which shall enable Seller to acquire 4,080,000 shares of common stock, $0.001 par value,
of Buyer at forty five cent ($0.34) per share exercise price (the form and content of which is set forth on Schedule 2.1(iii))
which shall be delivered at Closing (“Common Stock Warrant”).


 



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2.2       Prorations.
All real property taxes, personal property taxes, or ad valorem obligations and similar recurring taxes and fees on the Assets
for taxable periods beginning before, and ending after, the Closing Date, shall be prorated between Buyer and Seller, as applicable,
as of the Closing Date. Seller shall be responsible for all such taxes and fees on the Purchased Assets accruing during any period
up to and including the Closing Date. Buyer shall be responsible for all such taxes and fees on the Purchased Assets accruing
during any period after the Closing Date. With respect to Taxes described in this Section 2.2, Seller shall timely file all Tax
Returns due before the Closing Date with respect to such Taxes and Buyer shall prepare and timely file all Tax Returns due after
the Closing Date with respect to such Taxes. If one party remits to the appropriate taxing authority payment for Taxes, which
are subject to proration under this Section 2.2 and such payment includes the other party’s share of such Taxes, such other
party shall promptly reimburse the remitting party for its share of such Taxes. Any proration obligation of Seller herein shall
be borne by the Shareholders jointly and severally.


 


Article
III


CLOSING


 


3.1       Closing.
The closing of the purchase and sale of the Assets shall be effected on as of the Effective Date, at a time or place as the parties
may agree. Such closing shall be referred to herein as the “Closing,” and the date as of which the Closing
occurs shall be referred to herein as the “Closing Date.”


 


3.2       Closing
Deliveries. At the Closing, Seller and Buyer will deliver the agreements and other documents set forth in Article VIII.


 


Article
IV


REPRESENTATIONS
AND WARRANTIES OF


SELLER
AND THE SHAREHOLDERS


 


Except as specifically
set forth on Schedule 4 (the “Seller Disclosure Schedule”) attached to this Agreement (the parts of which
are numbered to correspond to the individual Section numbers of this Article 4), Seller and the Shareholders jointly and
severally represent and warrant to and covenant with Buyer that, as of the Closing:


 


4.1       Power
and Authority; Effect of Agreement. The execution, delivery and performance by Seller of the Transaction Agreements and the
consummation by Seller of the transactions contemplated thereby have been duly authorized by all necessary corporate action on
the part of Seller. The Transaction Agreements have been duly and validly executed and delivered by Seller and constitute the
valid and binding obligation of Seller, enforceable against Seller in accordance with its terms except insofar as the enforceability
thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar
laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether considered in
a proceeding in equity or at law). The execution, delivery and performance by Seller of the Transaction Agreements and the consummation
by Seller of the transactions contemplated thereby will not, with or without the giving of notice or the lapse of time, or both,
conflict with or violate (a) in any material respect, any material Law or Governmental Order applicable to Seller or (b) any provision
of the Articles of Incorporation or the bylaws of Seller.


 



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4.2       Subsidiaries.
Seller does not have, and in the past five (5) years has not had, any Subsidiaries, nor is it, or has it during that period been,
a general partner in any partnership or co-venturer in any joint venture or business enterprise


 


4.3       Organization
of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and has
all requisite corporate power and authority to carry on its business as it is now being conducted and to own or lease and to operate
its properties. Seller is qualified to do business in jurisdictions listed on Schedule 4.3(a) hereof. Seller is duly qualified
or licensed, and is authorized to do business, in each jurisdiction in which the operation of the Assets, as currently operated
by Seller, makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified
or in good standing would not (A) materially and adversely affect the ability of Seller to carry out its obligations under, and
to consummate the transactions contemplated by, this Agreement or (B) otherwise have a Material Adverse Effect.


 


4.4       Title
to Assets.


 


(i)       (a)       Seller
has good, marketable and indefeasible title to all of the Assets which are owned (and not leased or licensed) by Seller. The Assets
are free and clear of all liens, claims, charges, taxes, mortgages, pledges, security interests, equities, encumbrances or rights
of any kind in third parties (collectively, “Encumbrances”), except (i) as set forth in Schedule 4.4(a)
annexed hereto, (ii) for Permitted Encumbrances and/or (iii) restrictions imposed in any Governmental Approval. The Assets include
all the assets necessary to permit Buyer to conduct the Assets after the Closing in a manner substantially equivalent to the manner
as it is being conducted or intended to be conducted by Seller on the date of this Agreement, in compliance with all material Legal
Requirements, and to perform all Assumed Liabilities.


 


(b)       The
Purchased Assets are in good operating condition and repair free from any defects (except such minor defects as do not interfere
with the use thereof in the conduct of the normal operations of Seller), have been maintained consistent with the standards generally
followed in the industry and are sufficient to carry on the operations of Seller as presently conducted.


 


(c)       There
are no obligations or liabilities incumbent upon Seller with respect to the Assets, nor to Seller’s Knowledge, has any event
or omission occurred on the part of Seller which through the passage of time or the giving of notice, or both, would be reasonably
likely to constitute a material breach or material default of any material provision thereunder or cause the acceleration of or
give rise to the right to accelerate Seller’s material obligations thereunder or result in the creation of any Encumbrance
(other than Permitted Encumbrances) on any of the Purchased Assets. To the Knowledge of Seller, (i) no third party is in material
breach of or material default of any material provision of any obligation with respect to the Assets, and (ii) no event or omission
has occurred which, through the passage of time or the giving of notice, or both, would be reasonably likely to constitute a material
breach of or material default thereunder or give rise to an automatic termination, or the right of discretionary termination, thereof.
Except as set forth on Schedule 4.4(c), the execution, delivery and performance of this Agreement by Seller will not conflict
with, or result in the breach of, termination of, give rise to any lien (other than a Permitted Encumbrance) or constitute a material
default under, or require the consent of any other party to, any Material Commitments to which Seller is a party or by which Seller
or any of the Purchased Assets are bound. Seller has delivered or made available to Buyer true and correct copies of each of the
Material Commitments, each as amended to date, as listed on Schedule 4.4(c).


 



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4.5       Insurance.
Schedule 4.5 annexed hereto sets forth the insurance policies and coverages maintained by Seller with respect to its business,
operations, properties and assets, including, without limitation, directors and officers and errors and omissions coverages. All
such insurance is in full force and effect in all material respects, and no notice of cancellation or termination, or reduction
of coverage or intention to cancel, terminate or reduce coverage, has been received by Seller with respect to any policy for such
insurance. Seller has not failed to give any notice or present any material claim relating to the Assets under any insurance policy
listed on Schedule 4.5 in a timely fashion.


 


4.6       Litigation;
Warranty Claims.


 


(a)       Except
as set forth in Schedule 4.6(a), there are no judicial, administrative or arbitration hearings, lawsuits, actions, claims,
investigations, inquiries or proceedings now pending or, to the Knowledge of Seller, threatened against Seller or, as to the Assets
specifically, the Shareholders or either of them. Seller has no Knowledge of any basis for the convening of any such hearing or
proceeding or the pursuit of any such lawsuit, action, claim, investigation or inquiry. Seller is has not received notice that
it is subject to any outstanding Governmental Order of any Governmental Authority.


 


(b)       Schedule
4.6(b) annexed hereto sets forth all actions, claims, that Seller has or may have in connection with the Assets as of the date
hereof.


 


4.7       Compliance
with Law; Licenses; Permits. Seller has all Governmental Approvals necessary for the conduct of its business as presently
conducted, all of which are listed on Schedule 4.7 annexed hereto. The Seller is, and has been since its inception in compliance
with all material Laws and requirements in connection with the development, conduct, ownership, use, occupancy or operation of
the Assets, and the Seller has not received written notice at any time since its inception of any violation of any material Law
in connection with the conduct, ownership, use, occupancy or operation of the Assets. To the Knowledge of Seller, no Governmental
Authority has proposed or is considering any Legal Requirement that may affect Seller, Seller’s properties, assets (including
the Purchased Assets), operations (including the Assets), or Seller’s rights thereto, except to the extent that any such
Legal Requirement, if adopted or otherwise put into effect, individually or in the aggregate, will not have a Material Adverse
Effect on Seller.


 


4.8       Governmental
Consents and Approvals. The execution, delivery and performance of this Agreement by Seller and the consummation by Seller
of the transactions contemplated hereby do not and will not require any material consent, approval, permit, authorization or other
order of, action by, filing with or notification to, any Governmental Authority, except (a) as described in Schedule 4.8,
(b) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not
prevent or materially delay the consummation by Seller of the transactions contemplated by this Agreement or would not be reasonably
likely to have a Material Adverse Effect, or (c) as may be necessary as a result of any facts or circumstances relating solely
to Buyer or any of its Affiliates.


 



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4.9       Fees.
Except as set forth in Schedule 4.9, Seller has not paid or become obligated to pay any fee or commission to any broker,
finder or intermediary in connection with the transactions contemplated hereby. Seller shall be responsible for the fees and commissions
set forth on such schedule.


 


4.10       Environmental
Matters.


 


(a)       No
Environmental Claims. Except as set on Schedule 4.10(a) annexed hereto, (i) there are no claims, liabilities, judgments
or orders, or investigations, litigation or administrative proceedings relating to any Hazardous Materials (as defined below) (collectively
called “Environmental Claims”), now pending or, to the Knowledge of Seller, threatened against Seller or relating
to any real property currently or formerly owned, leased or operated by Seller (the “Real Property”); (ii) neither
Seller nor, to Seller’s Knowledge, any other Person has caused or permitted any Hazardous Material to be used, generated,
reclaimed, transported, released, treated, stored or disposed of in a manner which could form the basis for any Environmental Claim
against Seller or any subsequent owner or operator of the Real Property; and (iii) Seller has not assumed (by contract or by operation
of law) any liability of any person for cleanup, remediation, compliance or required capital expenditures in connection with any
Environmental Claim.


 


(b)       Storage
of Hazardous Materials. Except as set forth on Schedule 4.10(b) annexed hereto, no Hazardous Materials are or were stored
or otherwise located, and no underground storage tanks or surface impoundments are or were located, on the Real Property, other
than in a manner which is in compliance with all applicable Environmental Laws; and no part of such Real Property, including the
groundwater located thereon, is presently contaminated by Hazardous Materials in a manner which could require investigation and/or
remediation pursuant to, or otherwise result in liability under, applicable Environmental Laws.


 


(c)       Compliance
with Environmental Laws. Seller has been and is currently in compliance with, and has received no notice or other communication
concerning a claim related to disposal of Hazardous Materials or an alleged violation of any and all applicable Environmental Laws,
including obtaining and maintaining in effect all permits, licenses and other authorizations required by applicable Environmental
Laws.


 


4.11       Affiliates’
Relationships to Seller. Set forth on Section 4.11 is a list of (a) all of the material obligations of Seller to all
Affiliates, including any member of their immediate families and (b) all of the material obligations of Seller’s Affiliates
and their immediate families to Seller, which Schedule is complete and correct in all material respects at the date of this Agreement.
To the Knowledge of Seller, except as set forth on Schedule 4.11, none of the Seller’s Affiliates (or any member
of any such person’s immediate family) has any direct or indirect ownership interest in any Person with which Seller is
affiliated or with which Seller has a business relationship, or any firm or corporation that competes with Seller.


 



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4.12       Proprietary
Rights. Schedule 4.12 annexed hereto sets forth a list of the Proprietary Rights. To Seller’s Knowledge, the
use of the Proprietary Rights do not infringe upon the intellectual property rights of any other Person. Schedule 4.12
annexed hereto sets forth a list of all patents, trade and service marks which have been registered by Seller or for which an
application for registration has been filed by Seller and is pending. Nothing in this Section 4.12 constitutes a warranty or representation
that any trademark or service mark will issue from any trade mark or service mark application. Seller has not received written
notice of any claim of infringement by Seller of patent, trademark, copyright or other intellectual property rights of a third
party nor have any such claims been the subject of any action or proceeding involving Seller.


 


4.13       Bulk
Sale Law. Seller has complied with or is otherwise exempt from the California laws
or regulations governing bulk sales or transfers. 


 


Article
V


REPRESENTATIONS
AND WARRANTIES OF BUYER


 


Buyer represents and warrants
to Seller and the Shareholders and covenants with Seller and the Shareholders that, as of the Closing:


 


5.1       Organization.
Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and has all
requisite corporate power and authority to carry on its business as it is now being conducted, and to execute, deliver and perform
this Agreement and all other Transaction Agreements to which it is a party and to consummate and carry out the provisions of this
Agreement and the other Transaction Agreements.


 


5.2       Power
and Authority; Effect of Agreement. The execution, delivery and performance by Buyer of this Agreement and the consummation
by Buyer of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Buyer.
Buyer is not aware of any circumstance attributable to itself or to any third-party which may prevent
the execution, delivery, and performance by Buyer of this Agreement. This Agreement has been duly and validly executed
and delivered by Buyer and constitutes the valid and binding obligation of Buyer, enforceable against Buyer in accordance with
its terms except insofar as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles
of equity (whether considered in a proceeding in equity or at law). The execution, delivery and performance by Buyer of this Agreement
and the consummation Buyer of the transactions contemplated hereby will not, with or without the giving of notice or the lapse
of time, or both, conflict with or violate (a) any conflict with or violate, in any material respect, any Law or Governmental
Order applicable to Buyer or (b) any provision of the Articles of Incorporation and bylaws.


 



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5.3       Governmental
Approvals. The execution, delivery and performance of this Agreement by Buyer and the consummation by Buyer of the transactions
contemplated hereby do not and will not require any material consent, approval, permit, authorization or other order of, action
by, filing with or notification to, any Governmental Authority, except (a) as described in Schedule 5.3, (b) where failure
to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially
delay the consummation by Buyer of the transactions contemplated by this Agreement and would not have a Material Adverse Effect,
or (c) as may be necessary as a result of any facts or circumstances relating solely to Seller or any of its Affiliates.


 


5.4       Brokers.
Buyer has not retained any broker or finder or incurred any liability or obligation for any brokerage fees, commissions or finders
fees with respect to this Agreement or the transactions contemplated by this Agreement or the other Transaction Agreements.


 


5.5       Capitalization



 


(a)       Schedule
5.5 sets forth the entire capitalization (including the identity of each equity holder and the amount of equity interests held
by each such equity holder) of Buyer upon the consummation of the Closing. Immediately following the
Closing, all issued and outstanding equity interests of Buyer, including the Common Stock Warrant,
have been or will be duly authorized, validly issued and outstanding, fully paid, nonassessable securities and shall be
free and clear of all pledges, liens, encumbrances and restrictions created by Buyer. Other than as
set forth in Schedule 5.5, there are no outstanding rights of first refusal, preemptive rights or other rights, options,
warrants, conversion rights, or other agreements either directly or indirectly for the purchase or acquisition from Buyer
of any of its equity interests. Except as set forth on Schedule 5.5, there are no outstanding (a) securities directly
or indirectly convertible into or exchangeable for equity interests of Buyer, (b) options or other rights to acquire, or other
obligation to issue, any equity interests or securities directly or indirectly convertible into or exchangeable for equity interests
of Buyer, or (c) equity appreciation rights, phantom equity interests, or similar equity rights with respect to Buyer.


 


Article
VI


COVENANTS
AND AGREEMENTS OF THE PARTIES


 


6.1       Taxes.
All Taxes related to the consideration received by Seller under the Transaction Agreements shall be borne solely by Seller or the
Shareholders


 


6.2       INTENTIONALLY
LEFT BLANK 


 


6.3       No
Public Announcement. Other than disclosure to their respective employees, officers, directors, shareholders, members, accountants,
attorneys, agents and representatives, neither Seller, the Shareholders nor Buyer shall make a public announcement of this Agreement,
its contents or the consummation of the transactions contemplated herein without the consent of the other party hereto, except
to the extent required by law, and in such case will give the other party notice thereof. Notwithstanding the foregoing, Buyer
may disclose this Agreement and the transactions contemplated by this Agreement to lenders and other financing sources in connection
with the arrangement of financing relating to the transactions contemplated by this Agreement.


 



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6.4       Authority.
Following the Closing, Seller acknowledges and agrees that Buyer and its officers and directors have sole and complete authority
and discretion further to develop, enhance, modify, license, and to operate and manage the Assets.


 


6.5       Remedies.
Seller and the Shareholders acknowledge that the Assets are unique properties and that, in addition to all other remedies contained
herein, whether at law or in equity, Buyer shall be entitled to the remedy of specific performance, plus its court costs and attorney’s
fees, in the event of any breach by Seller or the Shareholders of their respective obligations to consummate the transactions
contemplated herein in the manner herein contemplated. Neither the indemnities provided herein nor any other terms of this Agreement
shall be deemed a waiver of, or constitute a limitation upon, any rights or remedies that the parties may have at law or equity
upon a breach of this Agreement or any other document executed in connection with the transactions contemplated hereunder; provided,
however, that the limitation on damages and the application of the Threshold Amount shall apply in determining damages with respect
to any such remedy.


 


6.6       Further
Assurances. Each party shall take such additional action and shall coordinate with the other as may be reasonably necessary
or appropriate for the consummation of the transactions contemplated hereby and to carry out and effectuate the terms and conditions
of this Agreement. As may be required in connection with financing relating to the transactions contemplated by this Agreement,
the parties shall agree upon a mutually acceptable appraisal firm to conduct appraisals of the Purchased Assets. The costs of
any such appraisals shall be paid by the Buyer.


 


6.7       Survival
of Covenants. Except as otherwise set forth in this Agreement, the covenants of the parties set forth in this Article VI shall
survive the Closing.


 


Article
VII


PERFORMANCE
AT CLOSING


 


7.1       Seller’s
Performance at Closing. At or prior to the Closing hereunder, Seller shall deliver (or cause to be delivered) to Buyer the
following, each of which shall be in form and substance reasonably satisfactory to Buyer and Buyer’s counsel:


 


(a)       duly
executed instruments of transfer (including, specifically, bills of sale of personal property, assignments of contracts and customer
orders, assignments of copyrights, trademarks, patents, applications, Internet domain names and registrations and other intangible
property and rights) selling, assigning, transferring and conveying to Buyer all of the Assets, free and clear of any Encumbrances;


 


(b)       originals
or copies of all equipment, documents, media, codes and other items which embody or otherwise relate to the Proprietary Rights
and Technology;


 


(c)       all
previously undelivered items included in the Assets;


 


(d)       the
Consulting Agreements duly executed by and between Buyer and Jeff Kirschner; and


 



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(e)       such
other documents, instruments or certificates as Buyer or its counsel shall reasonably request in order to consummate the transactions
contemplated herein. 


 


7.2       Buyer’s
Performance at Closing. At or prior to the Closing hereunder, Buyer shall deliver (or cause to be delivered) to Seller the
following, each of which shall be in form and substance reasonably satisfactory to Seller and Seller’s counsel:


 


(a)       the
Common Stock Warrant;


 


(b)       the
Convertible Promissory Note; and 


 


(c)       such
other documents, instruments or certificates as Seller or its counsel shall reasonably request in order to consummate the transactions
contemplated herein.


 


Article
VIII


WAIVER
AND INDEMNIFICATION


 


8.1       Waiver;
Survival; Indemnification.


 


(a)       The
Shareholders hereby forever waive and discharge any and all claims, demands and charges of any kind or nature against Seller (“Claims”)
to the extent that any such Claims can be made or imputed against the Buyer.


 


(b)       Except
as provided in Section 8.1(c), this Agreement and the covenants, representations and warranties, indemnities, rights and obligations
of the parties hereunder shall survive the Closing and any investigation as Buyer may make and remain in full force and effect
without time limit. The consummation or Closing of this transaction in the face of any known breach of any obligation, warranty
or representation contained herein shall be, or be deemed or construed to be, a waiver of such breach, departure, or variation.


 


(c)       The
representations and warranties contained in Article IV and V hereof for each respective party shall expire eighteen (18) months
after the Closing Date, provided that (i) claims, if any, asserted in writing prior to the expiration of the representation or
warranty to which they are related shall survive until finally resolved and satisfied in full and (ii) claims, if any, (A) involving
the representations set forth in 4.10 (Environmental), (B) relating to title or any alleged ownership of or interest in the Purchased
Assets, or (C) based on intentional misrepresentation, shall survive until 30 days after the expiration of the applicable statue
of limitations with respect to such matter. 


 


(d)       Seller
and the Shareholders jointly and severally covenant and agree to indemnify, defend and hold harmless Buyer, its officers, directors,
employees, shareholders, successors and assigns (each, a “Buyer Indemnified Party” and collectively, the “Buyer
Indemnified Parties”), from and against any and all losses, claims, liabilities, proceedings, demands, actions, assessments,
judgments, damages, costs or expenses including, but not limited to reasonable attorneys fees, and other expenses (collectively,
“Losses”), arising out of or resulting from (i) any breach by Seller or the Shareholders of its or their representations
or warranties under this Agreement, (ii) the nonperformance or breach of any of Seller’s or the Shareholders’ agreements,
covenants or obligations under the Transaction Agreements, (iii) the Excluded Liabilities, (iv) the business and obligations of
Seller occurring immediately prior to Closing, and/or the business and obligations of Seller occurring post Closing not involving
the Assets, or (v) the imposition on Buyer of liability by reason of Seller’s failure to comply with any applicable state
bulk transfer law. 


 



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(e)       Buyer
covenants and agrees to indemnify, defend and hold harmless Seller and Shareholders, and their respective its officers, directors,
employees, shareholders, successors and assigns (each, a “Seller Indemnified Party” and collectively the “Seller
Indemnified Parties”) from and against any and all Losses arising out of or resulting from losses arising out of or resulting
from (i) any breach by Buyer of its representations or warranties hereunder, (ii) the nonperformance or breach of any of Buyer’s
agreements, covenants or obligations under the Transaction Agreements, (iii) any and all Liabilities and obligations of, relating
to or arising out of the ownership or operation of, the Purchased Assets or the Assets which is based on or arises out of any act
or omission of Buyer occurring from and after the Closing Date, and (iv) any of the Assumed Obligation.


 


8.2       Threshold
Amount; Limitation of Liability. Neither Buyer, on one hand, nor Seller or either of the Shareholders, on the other hand,
shall be entitled to indemnity under this Article VIII until the aggregate amount of all Losses incurred by the Indemnified Party
(as defined in Section 8.3 below) exceeds $25,000 (the “Threshold Amount”), at which time, the Indemnifying
Party (as defined in Section 8.3 below) shall be liable for all Losses, including the Threshold Amount.


 


8.3       Indemnification
Procedures.


 


(a)       If
a Buyer Indemnified Party or a Seller Indemnified Party seeks indemnification under this Article VIII, such party (the “Indemnified
Party”) shall give written notice to the other party (the “Indemnifying Party”) of the facts and circumstances
giving rise to the claim. In that regard, if any proceeding, liability or obligation shall be brought or asserted by any third
party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Article VIII, the Indemnified
Party shall promptly notify the Indemnifying Party of the same in writing, specifying the basis of such claim and the facts pertaining
thereto and the Indemnifying Party, if the Indemnifying Party so elects, shall assume and control the defense thereof (and shall
consult with the Indemnified Party with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified
Party and the payment of all necessary expenses; provided that, as a condition precedent to the Indemnifying Party’s
right to assume control of such defense, the Indemnifying Party must first: (i) enter into an agreement with the Indemnified Party
(in form and substance reasonably satisfactory to the Indemnified Party) pursuant to which the Indemnifying Party agrees to be
fully responsible for all Losses relating to such claim and unconditionally guarantees the payment and performance of any liability
or obligation that may arise with respect to such claim or the facts giving rise to such claim for indemnification and (ii) furnish
the Indemnified Party with reasonable evidence that the Indemnifying Party is and will be able to satisfy any such liability; and
provided further that the Indemnifying Party shall not have the right to assume control of such defense if the claim
which the Indemnifying Party seeks to assume control of (A) seeks non-monetary relief, (B) involves criminal or quasi-criminal
allegations, or (C) involves Taxes. If the Indemnifying Party is permitted to assume and control the defense and elects to do so,
the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such
action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall
be at the expense of the Indemnified Party unless (x) the employment thereof has been specifically authorized by the Indemnifying
Party in writing, (y) the Indemnifying Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest
between the Indemnifying Party and the Indemnified Party, or (z) the Indemnifying Party has failed to assume the defense and employ
counsel; in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party.


 



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(b)       In
no event shall the Indemnified Party pay or enter into any settlement of any claim or consent to any judgment with respect to any
claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed,
if such settlement or judgment would require the Indemnifying Party to pay any amount. The Indemnifying Party may enter into a
settlement or consent to any judgment without the consent of the Indemnified Party so long as (i) such settlement or judgment involves
monetary damages only and (ii) a term of the settlement or judgment is that the Person or Persons asserting such claim unconditionally
release all Indemnified Parties from all liability with respect to such claim; otherwise the consent of the Indemnified Party shall
be required in order to enter into any settlement of, or consent to the entry of a judgment with respect to, any claim, which consent
shall not be unreasonably withheld or delayed.


 


(c)       Each
party shall cooperate and shall cause its officers and employees to cooperate in the defense or prosecution of any claim for which
indemnification is sought hereunder and furnish such records, information and testimony and attend such conferences, discovery
proceedings, hearings, trials, and appeals as may be reasonably requested in connection therewith.


 


(d)       Payment
of any undisputed, final determined amount of liability shall be made by the Indemnifying Party to the Indemnified Party within
five (5) business days of the date of notice from the Indemnified Party to the Indemnifying Party that such amount is due; provided,
however, that any payment obligation of Seller or the Shareholders under this Article VIII shall first be satisfied (and deemed
paid) by reducing the outstanding balance of the Escrow Account and thereafter, the Promissory Note, in each case, subject to the
terms and conditions of the Escrow Agreement and Promissory Note, as the case may be.


 


8.4       Indemnification
as Sole Remedy. The indemnification provided for in this Article VIII shall be the sole and exclusive remedy and recourse
for any breach by any party of the provisions of this Agreement, including the representations and warranties contained in Article
IV and Article V of this Agreement; provided, however, that in the case of intentional misrepresentation or willful misconduct,
Buyer Indemnified Parties and the Seller Indemnified Parties shall have all remedies available at law or equity without giving
effect to any of the limitations set forth in this Article VII; provided that the limitation on damages and the application of
the Threshold Amount shall apply in determining damages with respect to any such remedy.


 



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8.5       Mitigation.
Each Person entitled to indemnification hereunder shall take all reasonable steps to mitigate its Losses after becoming aware of
any event which could reasonably be expected to give rise to any Losses that are indemnifiable or recoverable hereunder or in connection
herewith.


 


8.6       Determination
of Losses. All indemnification payments under this Article VII shall be paid by the Indemnifying Party net of any Tax Benefits
and insurance coverage that may be available to the Indemnified Party. Losses arising out of any breach or a representation or
warranty shall not include losses in the nature of incidental or consequential damages, lost profits, diminution in value, damage
to reputation or goodwill or other items of a speculative natures, despite anything to the contrary in this Agreement.


 


8.7       Tax
Treatment of Indemnity Payments. All indemnification payments made pursuant to this Article VIII shall be deemed adjustments
to the Purchase Price for all purposes.


 


Article
IX


MISCELLANEOUS
PROVISIONS


 


9.1       Notices.
All notices, requests, demands, claims and other communications hereunder (each, a “Notice”) shall be in writing
and shall be deemed duly given (i) only by any courier or other means of personal service which provides written verification
of receipt, (ii) by registered or certified mail return receipt requested, or (iii) by facsimile, provided that the facsimile
is promptly followed by delivery of hard copy of such notice which provides written verification or receipt. Any such Notice delivered
by registered or certified mail shall be deposited in the United States mail with postage thereon fully prepaid, or if by courier
then deposited prepaid with the courier. All Notices shall be addressed to the parties to be served as follows:


 


       (a) If to Buyer:


Bizzingo, Inc.


Attention: Douglas Toth


63 Main Street


Flemington, NJ 08822


Telephone: 908-208-0135


Telecopy: 908-934-2526


 


       With a copy (not constituting
notice) to:


Daniel H. Luciano, Esq.


242A West Valley Brook Rd.


Califon, New Jersey 07830


Telecopy: 847-556-1456


 



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       (b) If to Seller:


IntroMe, Inc.


Attention:


Ron Bourganim


912 Cole Street, #174


San Francisco, CA 94117


 


       (c) If to the Shareholders:


at the respective address set


forth on the signature page


 


Service of any Notice so made shall be deemed
complete on the day of actual delivery thereof as shown by the addressee’s registry or certification receipt or other evidence
of receipt, or refusal of delivery; provided, however if delivery shall occur by means other than personal delivery to the recipient,
in no event shall actual delivery be deemed to have occurred prior to the following: (i) one business day after being sent to the
recipient by reputable overnight courier service (charges prepaid), (ii) one business day after being sent to the recipient by
facsimile transmission or electronic mail, or (iii) four business days after being mailed to the recipient by certified or registered
mail, return receipt requested and postage prepaid, and addressed to the intended recipient as set forth above. Either party hereto
may from time to time by Notice in writing served upon the other as aforesaid designate a different mailing address or a different
or additional person to which all such notices or demands hereafter are to be addressed.


 


9.2       Expenses,
Taxes. Buyer shall bear the legal fees and any and all costs and expenses not specified herein with respect to the sale and
purchase of the Purchased Assets and this Agreement. Seller and Buyer each shall each bear their own taxes or fees, of any sort
imposed by a Governmental Authority on or in connection with the sale or transfer of the Assets or the Purchased Assets.


 


9.3       Assignment.
This Agreement shall be binding upon, and inure to the benefit of, the respective successors and assigns of the parties hereto;
provided, however, that no party shall assign any rights hereunder without the express written consent of the other
party to this Agreement first having been obtained and any assignment in violation hereof shall be void and of no effect, except
that Buyer may assign its rights and obligations hereunder to a wholly-owned subsidiary without need for such consent.


 


9.4       Complete
Agreement; Disclosure Schedule. The Recitals form part of this Agreement. This Agreement (including the documents referred
to herein), together with schedules and any exhibits hereto, sets forth the entire understanding of the parties hereto and supersedes
any and all other prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written,
by any officer, employee or representative of any party. Disclosure of any matter in the Seller Disclosure Schedule shall not
constitute an expression of a view that such matter is material or is required to be disclosed pursuant to this Agreement. To
the extent that any representation or warranty set forth in this Agreement is qualified by the materiality of the matter(s) to
which the representation or warranty relates, the inclusion of any matter in the Seller Disclosure Schedule does not constitute
a determination by Seller that any such matter is material. The disclosure of any information concerning a matter in the Seller
Disclosure Schedule does not imply that any other undisclosed matter that has a greater significance or value is material.


 



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9.5       Interpretation
and Construction. The headings of the articles and sections of this Agreement are inserted for convenience only and shall
not be deemed to constitute a part hereof. The language of all parts of this Agreement is the language of both parties hereto
and shall in all cases be construed according to its fair meaning and not for or against either party. It is the intention of
the parties that this Agreement be enforced to the fullest extent permitted by law. Therefore, should a court of competent jurisdiction
hold any provision or clause of this Agreement, or portion thereof, to be illegal, invalid or unenforceable, the remainder of
the Agreement shall not thereby be affected and shall be given full effect, without regard to the invalid portion. Further, if
any court construes any provision or clause of this Agreement, or any portion thereof, to be illegal, void or unenforceable because
of the scope of such covenant or provision, it is the intention of the parties that the court shall modify such a provision to
render its scope legal and enforceable and, in its modified form, such provision shall then be enforceable and shall be enforced.


 


9.6       Third
Parties; Amendment and Termination. Except for the indemnification rights of the Indemnified Parties as set forth in Article
VIII, this Agreement shall not confer any rights or remedies upon any Person other than the parties hereto and their respective
successors and permitted assigns. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing
and signed by the Buyer, Seller and the Shareholders. No waiver by any party to this Agreement of any provision of this Agreement
or any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be valid unless
the same shall be in writing and signed by the party making such waiver nor shall such waiver be deemed to extend to any prior
or subsequent default, misrepresentation, or breach of warranty or covenant hereunder, or affect in any way any rights arising
by virtue of any prior or subsequent occurrence.


 


9.7       Counterparts;
Severability. The parties may execute more than one counterpart of this Agreement hereto, and each fully executed counterpart
shall be deemed an original. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any
jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability
of the offending term or provision in any other situation or in any other jurisdiction.


 


9.8       Binding
Arbitration. The parties hereby agree that any claim or dispute between them or against them under this Agreement, Convertible
Note or Warrant including the validity of this arbitration clause, shall be resolved by binding arbitration by the American Arbitration
Association under the Arbitration Rules then in effect. Any award of the arbitrator(s) may be entered as a judgment in any court
of competent jurisdiction. Any such claims may be filed at any office of the American Arbitration Association or at Corporate
Headquarters, 335 Madison Avenue, Floor 10, New York, New York 10017-4605.



 


9.9       Definitions.
For purposes of this Agreement, the following terms have the meaning set forth below:


 


“Affiliate”
shall have the meaning set forth in Section 1.4.


 



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“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Control”
(including the terms “Controlled by” and “under common Control with”), with respect to the
relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative
or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership
of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.


 


“Environmental
Laws” shall mean any federal, state or local law, rule, regulation or order relating to pollution, waste disposal, industrial
hygiene, land use or the protection of human health or safety, plant life or animal life, natural resources or the environment.


 


“GAAP”
means United States generally accepted accounting principles as in effect from time to time as consistently applied by the
Seller from period to period prior to the Closing Date. GAAP shall include the same accounting methods, policies, practices and
procedures, with consistent classifications and estimation methodologies, as were used by Seller prior to the Closing Date in preparing
its year-end financial statements, and shall not include any changes in assets or liabilities (that would be inconsistent with
the foregoing) as a result of purchase accounting adjustments arising from or resulting as a consequence of the transactions contemplated
hereby.


 


“Governmental
Approval” shall mean any: (a) permit, license, certificate, concession, approval, consent, ratification, permission,
clearance, confirmation, exemption, waiver, franchise, certification, designation, rating, registration, variance, qualification,
accreditation or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental
Authority or pursuant to any Legal Requirement; or (b) right under any contract or agreement with any Governmental Authority.


 


“Governmental
Authority” means any foreign, federal, national, supranational, state, provincial, local or other government, governmental,
regulatory or administrative authority, agency, board, bureau, agency, instrumentality or commission or any court, tribunal, or
judicial or arbitral body.


 


“Governmental
Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any
Governmental Authority.


 


“Hazardous Materials”
shall mean any of the following: (i) substances that are defined or listed in, or otherwise classified pursuant to any applicable
laws or regulations as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic
substances” or any other formulation intended to define, list or classify substances by reason of deleterious properties
such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity or “EP toxicity”; (ii) oil, petroleum
or petroleum synthetic gas and drilling fluids, and processed waters; (iii) wastes associated with the exploration, development
or production of crude oil, natural gas or geothermal resources; (iv) any flammable substances or explosives or any radioactive
materials; (v) asbestos in any form; or (vi) electrical equipment which contains any oil or dielectric fluid containing levels
of polychlorinated biphenyls in excess of fifty parts per million.


 



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“Knowledge”
means the actual knowledge of the Shareholders as it applies to any representation and warranty contained herein of the Shareholders
jointly or severally or the Seller.


 


“Law”
means any foreign, federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule,
code, order, requirement or rule of law (including common law) in effect as of the date hereof.


 


“Legal Requirement”
shall mean any federal, state, local, municipal, foreign or other law, statute, legislation, constitution, principle of common
law, resolution, ordinance, code, order, edict, decree, proclamation, treaty, convention, rule, regulation, permit, ruling, directive,
pronouncement, requirement (licensing or otherwise), specification, determination, decision, opinion or interpretation that is,
has been or may in the future be issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into
effect by or under the authority of any Governmental Authority.


 


“Liability”
means any debt, liability or obligation, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or
determinable, including those arising under any Law or Governmental Order and those arising under any contract, agreement, arrangement,
commitment or other undertaking.


 


“Material Adverse
Effect” means, with respect to any event or circumstance, an effect caused thereby or resulting therefrom that would
be materially adverse the business, assets, liabilities financial condition or results of operation of the Seller or the Purchased
Assets taken as a whole (in each case, as in effect immediately prior to the Closing) other than as a result of: (a) any change,
event, development or effect arising from or relating to general business or economic conditions, including such conditions related
to the business of Seller, (b) national or international political or social conditions, including the engagement by the United
States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military
or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any
military installation, equipment or personnel of the United States, (c) changes in Laws, (d) changes in accounting principals,
or (d) the announcement or pendency of the transactions contemplated by this Agreement or the taking of any action contemplated
by this Agreement and the other agreements contemplated hereby.


 


“Permitted Encumbrances”
means; (a) liens for Taxes (i) not yet due and payable or (ii) being contested by appropriate proceedings and disclosed on Disclosure
Schedule, (b) purchase money liens and liens securing rental payments under capital lease arrangements, or (c) encumbrances, security
deposits or reserves required by law or regulation or by any governmental authority or regulatory agency.


 


“Person”
means an individual, a corporation, a partnership, a joint venture, a trust, an unincorporated organization or any other
entity or organization, including a government, a political subdivision or an agency or instrumentality thereof.


 


“Subsidiary”
of any person or entity shall mean any corporation or other business entity the majority of the voting equity (or other beneficial
interests) of which, entitled to vote for the election of directors or managers (or their counterparts), is owned by such person
or entity or a Subsidiary of such person or entity.


 



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“Taxes”
shall mean means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance,
stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social
security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added,
alternative or add-on minimum, estimated, or other tax or similar governmental charge of any kind whatsoever, including any interest,
penalty or addition thereto, whether disputed or not.


 


“Tax Benefit”
means any deduction, amortization, exclusion from income or other allowance that reduces the amount of Tax any party to this Agreement
(or any successor thereto) would have been required to pay (or increases the amount of Tax refund to which any party hereto (or
any successor thereto) would have been entitled) in the absence of the breach or item giving rise to the indemnity claim.


 


“Tax Returns”
means any return (including estimates and extensions), declaration, report, claim for refund, or information return or statement
relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, of Seller.


 


“Transaction”
shall mean, collectively, the transactions contemplated by this Agreement.


 


“Transaction Agreements”
shall mean this Agreement and all other agreements, certificates, instruments, documents and writings delivered by Buyer and/or
Seller and the Shareholders in connection with the Transaction, including the Convertible Note and Common Stock Warrant.


 


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REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


 



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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first
above written.


 


	BUYER:	 	SELLER:
	 	 	 
	BIZZINGO, INC.	 	INTROME, INC.
	a Nevada Corporation	 	A Delaware corporation
	 	 	 
	By:	/s/ Douglas Toth	 	By:	 
	Name: Douglas Toth	 	Name:
	Its: CEO and Chairman of the Board	 	Its:


  


SHAREHOLDERS:


Trilogy Investments, AG


 


	  	 


Baarerstr 79


PO Box 4814


6304 Zug


Switzerland


 


Mark McCabe


 


	/s/ Mark McCabe	 


Mark McCabe


442 Golden Gate Ave


Point Richmond, CA 94801-3804


 


Ron Bouganim


 


	/s/ Ron Bourganim	 


Ron Bouganim


912 Cole Street #174


San Francisco, CA 94117


 


Jeff Kirschner


 


	  	 


Jeff Kirschner


2545 Leimert Blvd.


Oakland, CA 94602