BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT
10.2
XXXX
OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS
XXXX
OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Xxxx of Sale”) is made and
executed as of this 30th day of September, 2006, by and between Refinery Science
Corp., a Texas corporation (“Buyer”), and Nanoforce, Inc., a Nevada corporation
(“Seller”).
WITNESSETH:
WHEREAS,
on September 15, 2006, Seller entered into a Xxxx of Sale and Assignment and
Assumption Agreement (the “Xxxx-Nanoforce Agreement”), substantially in the form
attached hereto as Exhibit
A,
transferring title to certain assets (the “Assets”), as described and referenced
in the Xxxx-Nanoforce Agreement, from Xxx Xxxx to Seller on the conditions
and
subject to the terms set forth in the Xxxx-Nanoforce Agreement, for
consideration in the amount and on the terms and conditions provided
therein.
WHEREAS,
Seller now desires to transfer title to the Assets to Buyer;
NOW
THEREFORE, in consideration of the premises and of the mutual promises,
covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the
parties hereto, intending to be legally bound, agree as follows:
1. Purchase
Agreement; Purchase Price.
Buyer
agrees to purchase the Assets from the Seller in exchange for 1,000,000
shares of preferred stock which shall have the title “Series
A
Convertible Preferred Stock” (the “Series A Preferred”). The Series A Preferred
shall have rights and preferences identical to the common stock of Buyer, except
that (i) each shares of Series
A
Preferred shall be convertible into one share of common stock of the Buyer
at
any time, and (ii) the
holder(s) of the Series A Preferred shall have the right to elect or appoint
one
member of Buyer’s Board of Directors.
2. Transfer
of Title.
Seller
hereby grants, sells, assigns, transfers, conveys and delivers to Buyer and
Buyer purchases and accepts from Seller all of Seller’s right, title and
interest in and to the Assets.
3. No
Assumption of Liabilities.
Buyer
does not and will not by acceptance hereof assume any liabilities or obligations
whatsoever of Seller.
4. Agency.
Seller
agrees to execute, as soon as is reasonably practical, such further grants,
instruments, and assignments as Buyer may request from time to time (a) to
collect, assert or enforce any claim, right, interest or title of any kind
in
and to the Assets, and to institute and prosecute all actions, suits and
proceedings which Buyer may deem proper in order to collect, assert or enforce
any such claim, right, interest or title, (b) to do all such acts and
things and take all such actions in respect thereof as Buyer shall deem
advisable or proper in order to provide to Buyer the benefits under any such
Assets and (c) to defend, settle or compromise any and all actions, suits
or proceedings in respect of any such Assets.
5. Binding
Effect.
Subject
to the terms and conditions set forth in this Xxxx of Sale and the covenants
and
agreements contained herein shall be binding upon and inure to the benefit
of
Seller, its successors and assigns and shall inure to the benefit of Buyer
and
its successors and assigns.
6. Further
Assurances.
Seller
shall from time to time after the date hereof at the request of Buyer and
without further consideration execute and deliver to Buyer such additional
instruments of conveyance in addition to this Xxxx of Sale as Buyer shall
reasonably request to evidence more fully the transfer by Seller to Buyer of
the
Assets.
7. No
Conflict.
The
parties hereto recognize that Seller may execute and deliver to Buyer certain
other instruments of conveyance with respect to the Assets. Nothing herein
shall
limit the scope thereof, and nothing therein shall limit the scope
hereof.
8. Governing
Law.
This
Xxxx of Sale shall be governed by and construed and enforced in accordance
with
the internal laws of the State of Washington without reference to Washington’s
choice of law rules. This Xxxx of Sale may be modified or supplemented only
by
written agreement of the parties hereto.
IN WITNESS WHEREOF,
each of
the parties hereto have caused this Xxxx of Sale and Assignment Agreement to
be
signed by their duly authorized officers on the date first above
written.
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