PURCHASE AGREEMENT
Exhibit
10.3
This
PURCHASE
AGREEMENT
(hereinafter the “Agreement”) is made and entered into as of this _____ day of
June 2006, by and between US Global Nanospace, Inc. (the “Purchaser”), and USDR,
Inc. (the “Seller”), with reference to the following facts:
RECITALS
WHEREAS,
the
Seller and Purchaser are both party to a settlement agreement entered into
with
Everest International, Inc. to resolve a
Complaint in Tarrant County District Court, State of Texas, entitled
Everest
International, Inc. f/k/a/ Xxxx Xxxxxx Property, Inc. v. U.S. Global Nanospace,
Inc., U.S. Global Aerospace, Inc., and Xxxxx Xxxxxx,
Cause
No. 000-000000-00 (the "Action") arising out of the purported breach of an
agreement to lease property at 0000 Xxxxxx Xxxx, Xxxxxxxxx, XX.
WHEREAS,
in
connection with the settlement agreement described above, the Seller shall
sell
to the Purchaser, and the Purchaser shall purchase from the Seller, certain
personal property listed in Section 1 below which is presently located at
0000
Xxxxxx Xxxx, Xxxxxxxxx, XX.
NOW,
THEREFORE,
in
consideration of the mutual covenants and promises contained herein, and for
other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, the parties to this Agreement (hereinafter
collectively “parties” and individually “party”) agree as follows:
AGREEMENT
1. SALE
AND PURCHASE OF PERSONAL PROPERTY.
On
the
terms and conditions hereinafter set forth, the Seller shall sell and the
Purchaser shall purchase all of the Seller’s right, title and interest in and to
all of the assets used in the Business (the “Purchased Property”) along with all
documents, titles, keys and combinations necessary to transfer ownership, which
are presently located at 0000 Xxxxxx Xxxx, Xxxxxxxxx, XX and are set forth
as
follows
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(a)
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All
equipment related to metal fabrication, such as drill presses, welders,
table saw, and tools;
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(b)
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All
pallet racks and shelving;
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(c)
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All
office furniture and front office filing cabinets (not including
computers, printers, copiers, or phone systems);
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(d)
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One
Yale Forklift, model
GIC505DENUAE083;
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(e)
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One
floor pallet xxxx;
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(f)
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One
“Movin Cool” Classic Plus 14, located in the computer room of the
Property;
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(g)
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One
HP DesignJet 450C; and
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| (h) | One single axle utility trailer (with no certificate of origin, title, or tags). |
2. PURCHASE
PRICE AND PAYMENT TERMS.
As
payment in full for the Purchased Assets, the Purchaser agrees to issue 731,707
shares of restricted common stock of the Purchaser to Seller of its nominee
(the
“Shares”) within 10 business days from date of Agreement to Seller.
3. SELLER’S
REPRESENTATION’S AND WARRANTIES.
The
Seller hereby represents, warrants and covenants to the Purchaser
that:
(a)Seller
has all requisite power and authority (corporate or otherwise) to execute,
deliver and perform this Agreement and the transactions contemplated
thereby;
(b)Seller
holds unencumbered title to all Purchased Property to be conveyed to Purchaser
under this Agreement;
(c)This
Agreement, when executed and
delivered on behalf of the Seller, shall constitute valid and binding
obligations of the Seller, enforceable against it in accordance with its
terms.
(d) Seller
understands and acknowledges that the Shares have not been registered
with the Securities and Exchange Commission under Section 5 of the of the
Securities Act or registered or qualified with any applicable state or
territorial securities regulatory agency in reliance upon one or more exemptions
afforded from registration or qualification.
(e) Seller
understands and acknowledges that the Shares are deemed
to
be “restricted” under the Securities Act, and may be re-sold only pursuant to
exemptions provided by the Securities Act or pursuant to an effective
registration statement. Seller understands and acknowledges that Purchaser
is
required to place a legend on the certificate stating that the Common Stock
not
been registered under the Securities Act.
4. INDEMNIFICATION
BY SELLER.
The
Seller hereby agrees to indemnify, defend and hold harmless the Purchaser from
and against any and all loss, liability, damage or deficiency (including
interest, penalties, and reasonable attorney’s fees) arising out of or due to
any subsequent claims of ownership relating to the Purchased
Property.
5. MISCELLANEOUS.
(a) It
is
acknowledged by each party that such party either had separate and independent
advice of counsel or the opportunity to avail itself of same. This Agreement
was
prepared by each party in conjunction with counseling from such party’s
respective attorney or the opportunity to obtain such counseling. In light
of
these facts it is acknowledged that no party shall be construed to be solely
responsible for the drafting hereof, and therefore any ambiguity shall not
be
construed against any party as the alleged draftsman of this
Agreement.
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(b) Each
party agrees, without further consideration, to cooperate and diligently perform
any further acts, deeds and things and to execute and deliver any documents
that
may be reasonably necessary to consummate, evidence, confirm and/or carry out
the intent and provisions of this Agreement, all without undue delay or expense.
(c) The
parties expressly acknowledge and agree that this Agreement : (i) is the final,
complete and exclusive statement of the parties’ agreement with respect to the
subject matter hereof, (ii) supersedes any prior or contemporaneous promises,
assurances, guarantees, representations, understandings, conduct, proposals,
conditions, commitments, acts, course of dealing, warranties, interpretations
or
terms of any kind, oral or written (collectively “Prior Agreements”), and that
any such Prior Agreements are of no force or effect except as expressly set
forth herein, and (iii) may not be varied, supplemented or contradicted by
evidence of such Prior Agreements or by evidence of subsequent oral agreements.
Any agreement hereafter made shall be ineffective to modify, supplement or
discharge the terms of this Agreement, in whole or in part, unless such
agreement is in writing and signed by the party against whom enforcement of
the
modification, supplement or is sought.
(d) The
Seller and the Purchaser may assign such party’s rights under this Agreement, in
whole or in part, with the prior written consent of the other, which consent
shall not be unreasonably withheld. All of the representations, warranties,
covenants, conditions and provisions of this Agreement shall be binding upon
and
shall inure to the benefit of each party and such party’s respective heirs,
executors, administrators, legal representatives, successors and/or assigns,
whichever the case may be.
(e) The
headings used in this Agreement are for convenience and reference purposes
only,
and shall not be used in construing or interpreting the scope or intent of
this
Agreement or any provision hereof. References to this Agreement shall include
all amendments or renewals thereof. As used in this Agreement, each gender
shall
be deemed to include each other gender, including neutral genders or genders
appropriate for entities, if applicable, and the singular shall be deemed to
include the plural, and vice versa, as the context requires.
(f) All
notices, demands, requests, consents, approvals or other communications (for
the
purposes of this Paragraph hereinafter collectively called “Notices”), required
or permitted to be given hereunder, or which are given with respect to this
Agreement, shall be in writing, and shall be given by personal delivery,
telegraph or by express mail, Federal Express, DHL or other similar form of
internationally recognized airborne/overnight delivery service (which forms
of
Notice shall be deemed to have been given upon delivery), or by telex or
facsimile transmission (which forms of Notice shall be deemed delivered upon
confirmed transmission). Notices shall be addressed to the appropriate party(s)
as set forth on the signature page of this Agreement, or to such other address
as the receiving party shall have specified most recently by like Notice, with
a
copy to the other parties hereto.
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(g) If
any
part or provision of this Agreement shall be determined to be invalid, illegal
or unenforceable under the laws of the State of Texas, then the remaining parts
of this Agreement which can be separated from the invalid, illegal or
unenforceable provisions shall continue in full force and effect, and the
invalid, illegal or unenforceable provisions shall be construed as if they
had
never been incorporated into this Agreement.
(h) This
Agreement may be executed in counterparts, each of which shall be deemed an
original, and all of which together shall constitute but one and the same
instrument.
(i) Failure
to insist on compliance with any of the terms, covenants, or conditions of
this
Agreement shall not be deemed a waiver of such terms, covenants, or conditions,
nor shall any waiver or relinquishment of any right or power hereunder at any
time be deemed a waiver or relinquishment of such rights or powers.
(j) Each
party to this Agreement agrees, without further consideration, to cooperate
and
diligently perform any further acts, and execute and deliver any documents
that
may be reasonably necessary to carry out the intent and provisions of this
Agreement.
WHEREFORE,
the
parties hereto have executed this Agreement as of the date first set forth
above.
| “Seller” - USDR, Inc. | ||
| /s/ Xxxxx Xxxxxx | ||
| By: Xxxxx Xxxxxx | ||
| Secretary | ||
| Title | ||
| “Purchaser” - US Global Nanospace, Inc/ | ||
| /s/ Xxxx Xxxxxxxx | ||
| By: Xxxx Xxxxxxxx | ||
| Chief Executive Officer | ||
|
Title
|
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