{"id":43257,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-to-purchase-right-title-and-interest-in.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-to-purchase-right-title-and-interest-in","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-to-purchase-right-title-and-interest-in.html","title":{"rendered":"Agreement to Purchase Right, Title and Interest in &#8220;&#8221;attorneys.com&#8221;&#8221; Domain Name &#8211; Attorneys Online Inc. and VFR Inc."},"content":{"rendered":"<pre>                             ATTORNEYS ONLINE, INC.\n                              186 P.C.N.A. PARKWAY\n                            LAKE HELEN, FL 32744-0280\n\n                                October 28, 1999\n\nVIA FACSIMILE 916-652-9433\nVFR, Inc.\nAttention: Frank Rowley, President\n\n\nDear Mr. Rowley:\n\n         This letter (the 'Agreement') contains the agreement of Attorneys\nOnline, Inc. ('AOL') to purchase all right, title and interest in and to the URL\nor domain name known as 'attorneys.com' in exchange for the consideration\ncontained below and subject to the terms and conditions contained below:\n\n         1. VFR, Inc. ('VFR') sells and conveys to AOL the URL or domain name\nknown as 'attorneys.com' (the 'Name') and represents and warrants that it has\nfull ownership right in and to the Name, has the power to sell the Name to AOL\nand all corporate authorization to carry out this agreement. By their signature\nbelow, the four individuals ratify and confirm this ownership, power and\nauthority, subject to the rights of the Partnership and its partners. Each of\nthe signatories to this Agreement is referred to as a 'Party.'\n\n         2. As full and fair consideration for the acquisition of attorneys.com,\nAOL is issuing to VFR its promissory note (the 'Note'), the form of which is\nannexed as Exhibit A, and warrants to purchase 100,000 shares of AOL's common\nstock (the 'Warrants') exercisable for four years at $2.25 per share. The form\nof Warrants is annexed as Exhibit B. The Warrants shall contain customary\nanti-dilution and cashless exercise provisions. The exercise price has been\nselected using the current market price of AOL's parent, The Publishing Company\nof North America, Inc., and gives effect to the current condition of AOL's\nbusiness.\n\n         3. The face value of the Note shall be $100,000, which shall not bear\ninterest.\n\n            a.   Subject to a possible extension as provided below, the Note\nshall be due and payable on October 28, 2003;\n\n            b.   The Note shall be secured by a security agreement in the form\nannexed as Exhibit C and a UCC-1 Financing Statement covering the URL known as\nattorneys.com;\n\n            c.   In the event of an initial public offering by AOL of its\nsecurities ('IPO'), and assuming AOL gives written notice of the filing of a\nregistration statement with the Securities \n\n                                     Page 1\n\n\nand Exchange Commission to VFR or its assigns at least 30 days prior to the\nclosing of an IPO, VFR or its assigns must give to AOL, at least 10 days prior\nto the closing of the IPO, written notice of VFR's or its assigns' election to\n(i) have the Note pre-paid in full at the applicable sum specified below or (ii)\nexercise the Warrants within the four year term. If AOL fails to give notice\nwithin the time specified above, VFR or its assigns shall have 20 days from the\nday AOL gives such written notice to notify AOL of its election referred to in\nthe preceding sentence. If VFR elects to receive payment of the Note prior to\nits due date, it shall receive the following amount:\n\n         ==============================================================\n                       DATE                             AMOUNT     \n         ------------------------------------ -------------------------\n              Prior to October 28, 2000                $ 25,000    \n         ------------------------------------ -------------------------\n              Prior to October 28, 2001                $ 50,000    \n         ------------------------------------ -------------------------\n              Prior to October 28, 2002                $ 75,000    \n         ------------------------------------ -------------------------\n              Prior to October 28, 2003                $100,000    \n         ==============================================================\n\n\n\n            d.   In the event that prior to conversion of the Note, AOL files a\nvoluntary petition under the United States bankruptcy laws or the insolvency\nlaws of any state, or a creditor of AOL files a petition under the United States\nbankruptcy laws or the insolvency laws of any state, the Note shall become in\ndefault as of one minute prior to the filing of such petition or other pleading\nand VFR, or its assigns, shall be entitled to all of the rights of a secured\ncreditor, including, but not limited to reacquiring attorneys.com in lieu of\nreceiving payment for the Note; and\n\n            e.   If as of the due date of October 28, 2003, the Note has not \nbeen paid as provided in this letter agreement, AOL may extend the due date of\nthe Note for an additional period of 9 years and increase the face value of this\nNote to $500,000 by paying the sum of $50,000 to VFR or its assigns on October\n28, of each year commencing 2003 through 2112.\n\n         4. The Warrants expire upon the closing of an IPO if VFR or its assigns\nelect to have the Note paid. In no event shall VFR or its assigns be entitled to\nreceive payment of the Note and exercise the Warrants. In the event that at the\ntime of the effective date of the IPO, there are more than 15,000,000 shares of\ncommon stock of AOL outstanding, the number of Warrants shall be increased by\nthe following formula:\n\n            (i)  The product of 100,000 times the actual number of shares of\ncommon stock of AOL outstanding shall be divided by\n\n            (ii) 15,000,000 and the resulting sum shall be the number of\nWarrants 5. Upon delivery of the Note, Security Agreement, UCC-1 and Warrants,\nand execution of this Agreement, VFR shall take all necessary steps to promptly\ntransfer \n                                     Page 2\n\n\nattorneys.com to AOL.\n\n         6. AOL represents and warrants that it has obtained all necessary\nauthorization for it to execute and deliver this Agreement and carry out its\nterms.\n\n         7. Enforcement of Agreement. In the event of a dispute arising under\nthis Agreement, the Note or the Warrants, the dispute shall be settled by\nbinding arbitration as provided below:\n\n            a.   The arbitration shall be conducted by a single, neutral\narbitrator, hereinafter referred to as the 'Arbitrator' in accordance with the\nprovisions of California Code of Civil Procedure Section 1280, et seq.\n\n            b.   Upon the written request for arbitration by any Party, the\nParties shall within ten days select an Arbitrator from the judicial arbitrators\nlist of Placer County, California. The Party, or representative of, the Party\nrequesting arbitration shall contact the Arbitrator and retain his services,\nsaid Party, subject to paragraph 7(d)(6) shall be responsible for all fees.\n\n            c.   The Arbitrator shall commence hearings within sixty (60) days\nof being retained, hearings shall not be recessed for longer than ten days. The\nArbitrator shall render a decision within thirty (30) days of the conclusion of\nhearings.\n\n            d.   The Arbitrator shall exercise the powers conferred by law and \nby this Agreement in accordance with the provisions of California Code of Civil\nProcedure Section 1280, et seq., except:\n\n            (1)  In addition to making a written award, the Arbitrator shall set\nforth a written 'Arbitration Award and Statement of Decision' containing those\nelements described in California Code of Civil Procedure Sections 632 and\n1283.4, including issues submitted for decision by the Parties pursuant to\nSection 632.\n\n            (2)  The Arbitration Award and Statement of Decision shall be\ndetailed and shall address all issues controverted or contested by the Parties,\nexplaining the factual and legal basis for the decision and citing legal\nauthority therefor.\n\n            (3)  Except as provided herein, the decision of the Arbitrator shall\nbe based on the then existing statutes and case law of the State of California\nas such statutes are required to be applied in a trial before an elected judge.\nThe Arbitrator shall receive, exclude, and consider evidence solely as provided\nby the California Evidence Code and relevant case law. The remedies and relief\nwhich the Arbitrator may fashion shall be strictly limited to those expressly\nprovided by law or this Agreement.\n\n            (4)  This Agreement shall be interpreted so as to limit rather than\nto expand the powers of the Arbitrator. The Arbitrator shall not have the broad\nscope of authority set forth by the majority in Advanced Micro Devices, Inc. v.\nIntel Corporation (1994) 9 Cal.4th 362 \n\n                                     Page 3\n\n\n[36Cal.Rptr.2d 582; 885 P.2d 994]. The Parties hereby expressly limit the scope\nof authority of the Arbitrator to that set forth by the dissent in Advanced\nMicro Devices, Inc. v. Intel Corporation.\n\n            (5)  In the event that the Arbitration Award and Statement of\nDecision is, upon its face, contrary to California law and\/or this Agreement, it\nshall be of no force or effect and the Parties shall be free to seek appropriate\nrelief in a court of law. Pursuant to this Agreement, such relief may include,\nin the discretion of the court: (i) correction of the Arbitration Award and\nStatement of Decision in the manner of California Code of Civil Procedure\nSection 1286.2; (ii) vacation of the Arbitration Award and Statement of Decision\nwith remand for further hearing before the same or a new arbitrator.\n\n            (6)  The Arbitrator may award attorneys' fees and costs as he shall\ndeem just and proper, or at his election defer to a determination by the Court\nafter entry of judgment.\n\n         8. All notices, offers, acceptance and any other acts under this\nAgreement (except payment) shall be in writing, and shall be sufficiently given\nif delivered to the addressees in person, by Federal Express or similar\nreceipted delivery, by facsimile delivery or, if mailed, postage prepaid, by\ncertified mail, return receipt requested, as follows:\n\n\n                  The Company:              Attorneys Online, Inc.\n                                            186 P.C.N.A. Parkway\n                                            Lake Helen, FL 32744-0280\n\n\n\n\n\nor to such other address as either of them, by notice to the other may designate\nfrom time to time. The transmission confirmation receipt from the sender's\nfacsimile machine shall be conclusive evidence of successful facsimile delivery.\nTime shall be counted to, or from, as the case may be, the delivery in person or\nby mailing.\n\n         If the foregoing is acceptable to you, please execute a copy of this\nletter agreement in the place provided and return it to us by facsimile.\n\n                                            Sincerely yours,\n\n                                            \/s\/ Peter S. Balise\n                                            --------------------------\n                                            Peter S. Balise, President\nPSB:as\n                                     Page 4\n\n\n         We hereby agree to the terms of the foregoing letter agreement and the\nundersigned do hereby agree that the Internet domain name 'attorneys.com' is and\nat all times has been the property of an equal Partnership among Frank L.\nRowley, James J. Grace, Jerome D. Artz, and Gerald J. Brentnall, Jr. The\nundersigned further agree that 'attorneys.com' was and is held in the name or\nnames of VFR, Inc. and\/or Gerald Brentnall, Jr. solely as a convenience for the\nundersigned. VFR, Inc. and\/or Gerald J. Brentnall, Jr. are authorized to execute\nany and all documents and to take any and all actions necessary to protect the\ninterests of said Partnership and shall be held harmless for all such actions\ntaken in good faith.\n\n\n\/s\/ Frank L. Rowley                         October 28, 1999\n-----------------------------               ----------------\nFRANK L. ROWLEY, PERSONALLY &amp; DATE\nAS PRESIDENT OF VFR, INC.\n\n\n\/s\/ James J. Grace                          October 28, 1999\n-----------------------------               ----------------\nJAMES J. GRACE                                    DATE\n\n\n\/s\/ Jerome D. Artz                          October 28, 1999\n-----------------------------               ----------------\nJEROME D. ARTZ                                    DATE\n\n\n\n-----------------------------               ----------------\nGERALD J. BRENTNALL, JR.                          DATE\n\n\n\n\n\n\n\n                                     Page 5\n\n\n\nOctober 28, 1999\n\nTo:      PCNA, Inc.\n\nFrom:    attorneys.com\n\nAny and all communications or notices, and any distributions, arising from the\nsale of attorneys.com shall be made to the following persons and addresses. All\ndistributions shall be in equal shares.\n\n\nFRANK L. ROWLEY\nP.O. Box 7\nLoomis, CA  95650                                                               \n                                            ----------------------------\n\nJAMES J. GRACE\nP.O. Box 7\nLoomis, CA  95650                                                               \n                                            ----------------------------\n\nJEROME D. ARTZ\nP.O. Box 7\nLoomis, CA  95650                                                               \n                                            ----------------------------\n\nGERALD J. BRENTNALL, JR.\nP.O. Box 351\nLoomis, CA  95650                           \/s\/ Gerald J. Brentnall, Jr.        \n                                            ----------------------------\n\n\n\n\n                                     Page 6\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6533],"corporate_contracts_industries":[9468],"corporate_contracts_types":[9623,9622],"class_list":["post-43257","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-1-800-attorney-inc","corporate_contracts_industries-media__other","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43257","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43257"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43257"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43257"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43257"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}