Exhibit 10.1
Asset Exchange Agreement
This Asset Exchange Agreement (the "Agreement") is made and entered
into
this 5th day of August, 2010, by and between Prime Mover Global,
LLC, a
Delaware Limited Liability Company ("Seller") located at PO Box
1092,
Bonsall, CA 92003 and Monster Offers, a Nevada
corporation ("Buyer")
located at El Cangrejo, Calle Eusebio A. Morales, Edificio Carpaz
#2A,
Panama City, Panama.
RECITALS
A. Seller is the owner of a computer software program called
the Social
Network Action Platform (SNAP) that creates social e-commerce
websites.
The SNAP platform allows the Buyer to quickly deploy internally
branded social commerce initiatives and market similar private
labeled solutions to Fortune 1000 Companies and Non Profit
Organizations.
B. Buyer desires to purchase and acquire from Seller a 100%
ownership
interest in this software program, and Seller desires to transfer
and convey
the same to Buyer, in accordance with the terms and conditions of
this
Agreement.
C. As a condition of the sale, the Buyer and Seller agree
that the developer
of this software program, specifically Mr. Paul Gain, be added to
the Board
of Directors of Monster Offers.
D. As a condition of the sale, the Buyer and Seller agree
that the developer
of this software program, specifically Mr. Paul Gain, be appointed
as the
Chairman and CEO of Monster Offers.
NOW, THEREFORE, in consideration of the mutual representations,
warranties
and covenants contained herein, and on the terms and subject to
the
conditions herein set forth, the parties hereby agree as
follows:
ARTICLE I
Definitions
1.1 "Documentation" means all documentation, manuals, schemas
and
specifications with respect to the Software.
1.2 "SNAP" means the Software (as that term is defined in the
Asset Exchange
Agreement) excluding any third party software legally embedded
therein.
1.3 "Intellectual Property" means all patents, patent rights,
copyrights,
mask work rights, rights of publicity, trademark, trade dress and
service
mark rights, goodwill, trade secret rights and other intellectual
property
rights, as may now exist or hereafter come into existence, and
all
applications therefor and registrations, renewals and extensions
thereof,
under the laws of any state, country, territory or other
jurisdiction.
1.4 "Object Code" means computer-executable binary code.
1.5 "Source Code" means the human-readable version of a
software program
that can be compiled into Object Code, including all accompanying
programming
notes, programming guides and commentary.
1.6 "Software" means Seller's Software, in both Source Code
and Object Code
format.
1.7 "Derivative Works" shall have the meaning set forth in
the United States
Copyright Act, 17 U.S.C. Section 101, et seq.
ARTICLE II
Purchase and Sale
2.1 Sale and Purchase of Assets. Subject to and upon
the terms and
conditions contained herein, at the Closing, Seller shall sell,
transfer,
assign, convey, and deliver to Buyer, free and clear of all liens,
claims and
encumbrances, and Buyer shall purchase, accept and acquire from
Seller a one
hundred (100%) percent ownership interest in the Software, its
Intellectual
Property Rights and/or any of its future Derivative Works.
2.2 Purchase Price. The total purchase price for SNAP
Software shall be
seven million (7,000,000) unregistered restricted common shares,
par value
$0.001 in Monster Offers, payable by Buyer to Seller. Both
parties agree
that these seven million (7,000,000) shares will remain restricted
for a
period of one (1) year; whereby, these shares cannot be sold in the
public
market. In addition to transferring 100% of the
ownership rights to the
SNAP Software, the Seller agrees to pay the Buyer $7,000.00, the
par value
cost basis for this restricted common stock. These securities will
be issued
in reliance upon an exemption from registration under Section 4(2)
of the
Securities Act as a transaction not involving a public
offering.
2.3 Instruments of Transfer; Further Assurances.
(a) At the Closing, Seller shall deliver to Buyer:
(i) A one hundred (100%) percent ownership
interest in the
SNAP Software, in
form and substance satisfactory to Buyer;
(ii) Such other instrument or instruments of
transfer as shall be
necessary or
appropriate, as Buyer shall reasonably request, to vest
in Buyer good and
marketable title to the SNAP Software including
but not limited to
Documentation, Object Code and Source Code.
(b) At the Closing, Buyer shall deliver to Seller such
instrument or
instruments as shall be necessary or appropriate, as Seller shall
reasonably
request.
(c) At the Closing, Paul Gain the owner/developer of the SNAP
Software
agrees to join the Board of Directors of Monster Offers.
(d) At the Closing, Paul Gain the owner/developer of the SNAP
Software
agrees to become the Chairman and CEO of Monster Offers.
(e) At the Closing, Monster Offers agrees to provide ongoing
support of Dr.
Healthshare, an existing licensee of the SNAP software, at current
service
levels. Any future change to the level of support for Dr.
Healthshare must
be agreed to in writing by both Dr. Healthshare and Monster
Offers.
ARTICLE III
Representations and Warranties of Buyer
Buyer represents and warrants that the following are true and
correct as of
this date and will be true and correct through the Closing Date as
if made on
that date:
3.1 Organization and Good Standing. Buyer is a
corporation duly organized,
validly existing and in good standing under the laws of the State
of Nevada,
with all the requisite power and authority to carry on the business
in which
it is engaged, to own the properties it owns and to execute and
deliver this
Agreement and to consummate the transactions contemplated
hereby.
3.2 Authorization and Validity. The execution, delivery
and performance by
Buyer of this Agreement and the other agreements contemplated
hereby, and the
consummation of the transactions contemplated hereby, have been
duly
authorized by Buyer. This Agreement and each other agreement
contemplated
hereby have been or will be prior to Closing duly executed and
delivered by
Buyer and constitute or will constitute legal, valid and binding
obligations
of Buyer, enforceable against Buyer in accordance with their
respective
terms.
3.3 No Violation. Neither the execution and performance
of this Agreement
or the other agreements contemplated hereby, nor the consummation
of the
transactions contemplated hereby or thereby, will (a) conflict
with, or
result in a breach of the terms, conditions and provisions of, or
constitute
a default under, the Articles of Incorporation or Bylaws of Buyer
or any
agreement, indenture or other instrument under which Buyer is
bound, or (b)
violate or conflict with any judgment, decree, order, statute, rule
or
regulation of any court or any public, governmental or regulatory
agency or
body having jurisdiction over Buyer or the properties or assets of
Buyer.
3.4 Consents. With the exception of the Board of the
Directors of Monsters
Offers that approved this Asset Exchange Agreement, there are no
further
authorizations, consents, approvals, permits or licenses of, or
filing with,
any governmental or public body or authority, any lender or lessor
or any
other person or entity is required to authorize, or is required in
connection
with, the execution, delivery and performance of this Agreement or
the
agreements contemplated hereby on the part of Buyer.
ARTICLE IV
Representations and Warranties of Seller
Seller represents and warrants that the following are true and
correct as of
this date and will be true and correct through the Closing Date as
if made on
that date:
4.1 Organization and Good Standing. Seller is a
corporation duly organized,
validly existing and in good standing under the laws of the State
of
Delaware, with all the requisite power and authority to carry on
the business
in which it is engaged, to own the properties it owns and to
execute and
deliver this Agreement and to consummate the transactions
contemplated
hereby.
4.2 Authorization and Validity. The execution, delivery
and performance by
Seller of this Agreement and the other agreements contemplated
hereby, and
the consummation of the transactions contemplated hereby, have been
duly
authorized by Seller. This Agreement and each other agreement
contemplated
hereby have been or will be prior to Closing duly executed and
delivered by
Seller and constitute or will constitute legal, valid and binding
obligations
of Seller, enforceable against Seller in accordance with their
respective
terms.
4.3 Title. Seller has good and marketable title to the
SNAP Software which
is included in this Agreement. Upon consummation of the
transactions
contemplated hereby, Buyer shall receive good, valid and marketable
title to
the SNAP Software free and clear of all liens, claims, and
encumbrances.
Additionally, Monster Offers will own 100% of any future Derivative
Works
associated with the SNAP Software and all associated Intellectual
Property
Rights.
4.4 Commitments. Seller has not entered into, nor is
the SNAP Software
bound by, whether or not in writing, any (i) partnership or joint
venture
agreement; (ii) deed of trust or other security agreement; (iii)
guaranty or
suretyship, indemnification or contribution agreement or
performance bond;
(iv) employment, consulting or compensation agreement or
arrangement,
including the election or retention in office of any director or
officer; (v)
labor or collective bargaining agreement; (vi) debt instrument,
loan
agreement or other obligation relating to indebtedness for borrowed
money or
money lent to another; (vii) deed or other document evidencing an
interest in
or contract to purchase or sell real property; (viii) agreement
with dealers
or sales or commission agents, public relations or advertising
agencies,
accountants or attorneys; (ix) lease of real or personal property,
whether as
lessor, lessee, sub-lessor, or sub-lessee;
