Domain Name Purchase Agreement
Domain Name Purchase Agreement
Domain Name Purchase Agreement
ThisDomainNamePurchaseAgreement(theAgreement) isenteredintoeffectiveNovember18,2011(theClosingDate
) byandbetweenGlobalLifeEnhancements,Inc.,aNewJerseycorporation(theSeller) andWeedMapsMedia,Inc.,aNevada
corporation(theBuyer) .EachoftheSellerandtheBuyermaybereferredtohereinasaParty andcollectivelyasthe
Parties.
RECITALS
WHEREAS,Selleristheownerofthedomainnameknownasmarijuana.com (theDomainName)
WHEREAS,Sellerdesirestosell,andBuyerdesirestopurchase,theDomainNameonthetermsandconditionssetforthherein.
NOW,THEREFORE,forgoodandvaluableconsideration,thereceiptofwhichisherebyacknowledged,thePartiesagreeasfollows:
AGREEMENT
1.Sellerherebyagreestosell,andPurchaserherebyagreestopurchase,theDomainName.
2. The purchase price for the Domain Name shall be Four Million Two Hundred Fifty Thousand Dollars
($4,250,000.00)(thePurchasePrice) ,payableasfollows:
A.
on the Closing Date, Purchaser shall pay to Seller, or its assigns, the sum of One Hundred Twenty Five Thousand Dollars
($125,000.00)bywiretransfer
B.
on the Closing Date, Purchaser shall execute a NonRecourse Secured Promissory Note (the Note) in favor of Seller, or its
assigns, in the principal amount of Four Million One Hundred Twenty Five Thousand Dollars ($4,125,000.00), in form and
substancesubstantiallyassetforthinExhibitAattachedhereto.
3.InadditiontothePurchasePrice,beginningonthetenth(10th)businessdayofthemonthimmediatelyfollowing
thefirstfullmonthaftertheTransferDate(asdefinedbelow)(theReportBeginningDate) ,PurchasershallpaytotheSeller,
or its assigns, an amount equal to ten percent (10%) of the gross revenue generated by the Domain Name (the Revenue
Payment) untilsuchtimeastheNoteispaidinfull(theRevenueObligationPeriod) .OntheReportBeginningDate,andon
the tenth (10th) business day of each month thereafter during the Revenue Obligation Period, Purchaser shall submit to Seller the
RevenuePaymentalongwithareportoftheapplicablerevenue.
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4. During the Revenue Obligation Period, Seller shall be entitled to two text links on the Internet website at the
Domain Name, as well as two banner ads (of average size based on the site) that are static (non rotational). Seller to provide all
necessarygraphicsandtext,whicharesubjecttofinalapprovalbyPurchaserinitssolediscretion.
5. On January 18, 2012 (the Transfer Date) , subject to the condition that the first monthly payment due
under the Note has been paid by Purchaser to Seller, the Seller will transfer to an escrow company satisfactory to the Parties, free
and clear from any and all liens and encumbrances other than those created by the escrow, all right, title and interest in and to the
Domain Name, including any trademark rights associated with the Domain Name itself and all Internet traffic to the Domain
Name. Notwithstanding, this Agreement does not relate to any website content, which shall remain the property of the
Seller. During the time period between the Closing Date and the Transfer Date, Seller will remain in control of the Domain Name,
andshallindemnifyPurchaserforanyliabilitiesarisingthereunderinaccordancewithSection6.
6.EachPartyagreestoindemnifyandholdharmlesstheotheragainstanyandallliability,lossandcosts,expenses
or damages, including but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or
defending against any litigation, commenced or threatened, or any claim whatsoever or howsoever caused by reason of any injury
(whether to body, property, personal or business character or reputation) sustained by any person or to any person or property,
arisingoutofanyact,failuretoact,neglect,anyuntrueorallegeduntruestatementofamaterialfactorfailuretostateamaterial
fact which thereby makes a statement false or misleading, or any breach of any material representation, warranty or covenant by
either Party or any of its agents, employees, or other representatives. Nothing herein is intended to nor shall it relieve either party
fromliabilityforitsownwillfulact,omissionornegligence.Allremediesprovidedbylaw,orinequityshallbecumulativeandnotin
thealternative.
7. Each Party hereto will hold and will cause its agents, officers, directors, attorneys, employees, consultants and
advisorstoholdinstrictconfidence,unlesscompelledtodisclosebyjudicialoradministrativeprocessor,intheopinionofitscounsel,
by other requirements of law, all documents and information concerning any other Party furnished it by such other Party or its
representatives in connection with the subject matter hereof (except to the extent that such information can be shown to have been
(i) previously known by the Party to which it was furnished, (ii) in the public domain through no fault of such Party, or (iii) later
lawfully acquired from other sources by the Party to which it was furnished), and each Party will not release or disclose such
information to any other person, except its auditors, attorneys, financial advisors, bankers and other consultants and advisors in
connectionwiththisAgreement.
8. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon
personal delivery to the Party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the
recipient, if not, then on the next business day, or (c) upon personal delivery if deposited with a recognized courier with written
verificationofreceipt.Allcommunicationsshallbesentasfollows:
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IftoSeller:
IftoPurchaser:
withacopyto:
GlobalLifeEnhancements,Inc.
615PineviewDrive
Galloway,NJ08205
Attn:BrianPetruzzi/JenniferPetruzzi
Facsimile:(609)6524005
WeedMapsMedia,Inc.
1300DoveStreet,Suite100
NewportBeach,CA92660
Attn:President
Facsimile:(949)5151625
TheLebrechtGroup,APLC
9900ResearchDrive
Irvine,CA92618
Attn:BrianA.Lebrecht,Esq.
Facsimile:(949)6351244
or at such other address as the Company or Purchaser may designate by ten (10) days advance written notice to the other
Partyhereto.
9. This Agreement sets forth the entire understanding of the Parties and supersedes any prior agreement or
understanding relating to the subject matter hereof. No supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by all the Parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver
shallbebindingunlessexecutedinwritingbythePartymakingthewaiver.
10.NeitherPartymayassign,sell,transferorotherwiseconvey,pledgeorencumberanyofitsrights,obligationsor
interestsunderthisAgreementwithoutthepriorwrittenconsentoftheParty.
11.Exceptasotherwiseprovidedherein,theprovisionshereofshallinsuretothebenefitof,andbebindingupon,the
successor,assigns,heirs,executorsandadministratorsofthePartieshereto
12.ThisAgreementshallbegovernedbyandconstruedinaccordancewiththelawsoftheStateofNewJersey.Inthe
eventthatanyprovisionofthisAgreementisheldbyacourtofcompetentjurisdictiontobeunenforceableorvoidinanyjurisdiction
to be unenforceable or void in any jurisdiction, the other provisions of this Agreement shall remain in full force and effect under
applicable law and shall be construed in order to effectuate the purpose and intent of this Agreement. Any action brought by any
partyheretoshallbebroughtwithintheStateofNewJersey.
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13. Except as otherwise provided herein, if a dispute should arise between the Parties including, but not limited to
arbitration,theprevailingpartyshallbereimbursedbythenonprevailingpartyforallreasonableexpensesincurredinresolvingsuch
dispute,includingreasonableattorneys'fees.
above.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written
Seller
GlobalLifeEnhancements,Inc.,
aNewJerseycorporation
/s/BrianPetruzzi
By: BrianPetruzzi
Its:
President
Buyer
WeedMapsMedia,Inc.,
aNevadacorporation
/s/JamesPakulis
By: JamesPakulis
Its: President
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Source:OneCLEBusinessContracts.