FIRESWIRL TECHNOLOGIES INC. ("FSW")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement
BULLETIN DATE: October 27, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to the sale of the Company's Shenzhen e-commerce platform together with the fixed assets, goodwill, intellectual property and contracts comprised in the business (the "Shenzhen Business") including two contracts (the "Contracts") that the Company is currently negotiating in relation to the Shenzhen business.
The aggregate purchase price is up to $8,000,000, payable as follows:
* Up to $6,500,000 in respect of the Shenzhen Business, half of which shall be payable at closing and the balance (the "First Retention Amount") on the satisfaction of certain conditions subsequent;
* Up to $1,000,000 in respect of one Contract, half of which shall be payable on the assignment of such Contract and the balance (the "Second Retention Amount") on the satisfaction of certain conditions subsequent; and
* Up to $500,000 in respect of the other Contract, half of which shall be payable on the assignment of such Contract and the balance (the "Third Retention Amount") on satisfaction of certain conditions subsequent.
The First Retention Amount, Second Retention Amount and Third Retention Amount will be payable within ten (10) Business Days after fulfillment of the following conditions:
(a) Mr. Tony Lau joining the Purchaser's Nominee as a full-time employee, within a period of six (6) months after the Completion date.
(b) All Computer Equipment (other than the Servers, which must be delivered to the Purchaser at Completion) being delivered to the Purchaser or the Purchaser's Nominee within a period of six (6) months from the Completion Date; and
(c) Server domain names being transferred to the Purchaser or the Purchaser's Nominee within a period of six (6) months from the Completion Date.
In the event that such conditions are not fulfilled within a period of six (6) months after the Completion Date the First Retention Amount, Second Retention Amount and Third Retention Amount shall be forfeited and the Consideration shall be reduced accordingly.
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