Goroyce, How were they able to sell of all of these company for $1.00?
This needs to be looked into.
SPLIT-OFF AGREEMENT
This SPLIT-OFF AGREEMENT, dated as of February 12, 2016 (this “Agreement”), is entered into by and among (i) Atrinsic, Inc., a Delaware corporation (the “Seller”), and (ii) Quintel Holdings, Inc. (“Buyer”), a Nevada company.
RECITALS:
WHEREAS, prior to the execution of this Agreement, Seller, Protagenic Therapeutics, Inc., a Delaware corporation (“PrivateCo”), and a newly-formed wholly-owned subsidiary of Seller, Protagenic Acquisition Corp. (“Acquisition Sub”) entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) pursuant to which Acquisition Sub will merge with and into PrivateCo with PrivateCo remaining as the surviving entity (the “Merger”); and the equity holders of PrivateCo will receive securities of Seller in exchange for their equity interests in PrivateCo;
WHEREAS, the execution and delivery of this Agreement is required by PrivateCo as a condition to its execution of the Merger Agreement, and the consummation of the assignment, assumption, purchase and sale transactions contemplated by this Agreement is also a condition to the completion of the Merger pursuant to the Merger Agreement, and Seller has represented to PrivateCo in the Merger Agreement that the transactions contemplated by this Agreement will be consummated contemporaneously with the closing of the Merger, and PrivateCo relied on such representation in entering into the Merger Agreement;
WHEREAS, Buyer desires to purchase all of the equity securities (the “Interests”) held by Seller in the entities set out in Exhibit A (the “Subsidiaries”) from Seller, on the terms and subject to the conditions specified in this Agreement;
WHEREAS, in exchange for the purchase of the Interests by Buyer, Buyer agrees to assume the Assigned Liabilities (as defined herein);
WHEREAS, Seller currently owns all of the Interests of the Subsidiaries; and
WHEREAS, Seller desires to sell and transfer the Interests to Buyer, on the terms and subject to the conditions specified in this Agreement;
NOW, THEREFORE, in consideration of the premises and the covenants, promises and agreements herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, agree as follows:
1.1 Purchase and Sale of Interests. For $1.00 and other good and valuable consideration, Seller hereby sells, assigns and transfers to Buyer the Interests and Buyer agrees to purchase the Interests.
List of company's:
Traffix, Inc.
Calling Card Co., Inc.
NL Corporation
Quintel Productions, Inc.
Quintel Financial Information Services, Inc.
Thanksmuch, Inc.
Group Lotto Inc.
Traffix Canada, Inc.
Txnet, Inc.
Imatchup.com, Inc.
HMU Services Inc.
Send Traffic, Inc.
Hot Rocket Acqusitions Corp.
Q121, Inc.
Creative Direct Marketing Inc.
Quintelco, Inc.
Quintel Psychic Zone, Inc.
Quintel Hair Products, Inc.
Multibuyer, Inc.
Quintelcomm, Inc.
Quintel Email Inc.
Traffix Club Marketing Inc.
Traffix Wireless, Inc.
Consumer Access Services, Inc.
World Web Access, Inc.
Prizedistributors.com, Inc.
New Motion Mobile, Inc.
Ringtone Channel Pty LTD
Infiknowledge, Ulc.
EZ Tracks LP
