BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 2.2
XXXX OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
This Xxxx of Sale, Assignment and Assumption Agreement (this “Agreement”) is entered into as of the Effective Time (as defined in the Merger Agreement), by and between Xxx Xxxxx, Corp., a Nevada corporation (“Transferor”), and WSC Newco, Inc., a Delaware corporation (“Transferee”).
| 1. | Transferor does hereby SELL, ASSIGN AND CONVEY to Transferee, all of the assets which were owned and used by Worldwide in its business immediately prior to the Effective Time and received by Transferor pursuant to the Merger Agreement (the “Assets”), including Worldwide’s name, SAVE AND EXCEPT the sum of $350,000. |
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| 2. | Transferor hereby assigns to Transferee all of the liabilities which were obligations of Worldwide immediately prior to the Effective Time and assumed by Transferor pursuant to the Merger Agreement, with the exception of the following: Transferor’s obligations under (i) Worldwide’s Second Amended Stock Option Plan, (ii) the common stock purchase warrants issued by Worldwide prior to the Effective Date, and (iii) the convertible debt instruments issued by Worldwide prior to the Effective Date (after giving effect to such exceptions, the “Assumed Liabilities”). |
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| 3. | Transferee hereby assumes all of the Assumed Liabilities and agrees to pay, perform and discharge all of the Assumed Liabilities when the same become due and payable. Transferor shall not be responsible for the discharge and performance of any duties or obligations to be performed and/or discharged in connection with the Assets or the Assumed Liabilities, from and after the date hereof. |
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| 4. | Notwithstanding the provisions of section 3 above, to the extent that assignment or transfer under this Agreement by Transferor of any contract, license or permit to Transferee is not permitted by law or is not permitted without the consent of any person, this Agreement is not an undertaking by Transferor to assign or transfer the same if such consent is not given or if such an undertaking would constitute a breach or cause a loss of benefits thereunder. |
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| 5. | Transferor hereby agrees that from and after the date hereof, upon the reasonable request of Transferee, Transferor will do such other and further acts, and execute, acknowledge and deliver all such further instruments and documents, as in the reasonable opinion of Transferee may be necessary or desirable to carry out more effectively the intents and purposes of this Agreement. |
Xxxx of Sale and Assignment to WSC Newco, Inc. | Page 1 |
Executed as of the Effective Time.
TRANSFEROR:
Xxx Xxxxx, Corp. | |||
By: | |||
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| E. Xxxxxx Xxxxxx | |
Chief Executive Officer | |||
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| TRANSFEREE:
WSC Newco, Inc. |
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| By: |
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| E. Xxxxxx Xxxxxx |
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| Chief Executive Officer |
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Xxxx of Sale and Assignment to WSC Newco, Inc. | Page 2 |