Exhibit 99.2--Information submitted to Shareholders related to the Bigwater
transaction consent resolution
EXHIBIT 99.2(A)--FORM OF ASSET CONTRIBUTION AGREEMENT
THIS ASSET CONTRIBUTION AGREEMENT (this "Agreement") is made and entered as of
the date executed as indicated on the signature page by and between BigWater
Technologies, Inc., a Delaware corporation ("BigWater"), and the individuals
listed on Exhibit A attached hereto (collectively the "Contributors").
A. The Contributors, as a group referred to as Assentive Purchase Group LLC,
entered into an Asset Purchase and Sale Agreement dated on or about April 18,
2002 ("Asset Purchase"), with Assentive Solutions, Inc. ("Assentive") to
purchase certain identified assets ("Assets") from Assentive. The Assets were
purchased with approximately $98,000 that Contributors were entitled to receive
as a distribution upon the dissolution and winding up of Assentive as Assentive
Series AA Preferred Share stockholders. In lieu of the $98,000, Contributors
elected to receive the Assets. Accordingly, Contributors currently own an
undivided pro rata interest in the Assets based upon their prior aggregate
ownership of Assentive Series AA Preferred Shares.
B. The Asset Purchase was arranged and carried out by Xxxxx X. Xxxxx, Xxxxx X.
Xxxxxxx, and Xxxxxx X. Xxxxxxx who are the founders of BigWater (the
"Founders"). The Founders also arranged for and took delivery of and are
currently holding the Assets for the benefit of the Contributors.
C. The Founders and Contributors by arranging the Asset Purchase, entering into
the Asset Purchase, and taking delivery of the Assets intended to receive the
Assets for and on behalf of an entity which could develop and implement a
business plan to place the Assets into service through the efforts of the
Founders.
D. In order to implement the intent of the Contributors and the Founders, the
parties now desire to enter into this Agreement where by the Assets are
transferred to BigWater within which the Founders are empowered to implement
their business plan and place the Assets into service and the Contributors
receive an ownership interest in BigWater.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, BigWater and Contributors agree as follows:
1. CONTRIBUTION OF ASSETS.
1.1 Contribution of Assets. Subject to the provisions of this Agreement, the
Contributors agree to contribute to BigWater, and BigWater agrees to
receive from the Contributors, as of April 18, 2002 (the "Effective Date")
all right, title, and interest in and to the Assets specifically identified
On Exhibit B attached hereto and incorporated herein.
1.2 Waiver of Rights. Upon entering into this Agreement, the Contributors will
have no further rights to or interest in the Assets other than as stockholders
of BigWater.
2. RECEIPT OF SHARES.
2.1 Issuance of Shares. In exchange for Contributors' contribution of the
Assets, BigWater agrees to issue to the Contributors shares of common stock in
BigWater (collectively the "Shares") in the amounts and for the price indicated
on Exhibit A. The effective price has been determined according to the amount
each Contributor would have received for his, her, or its Assentive Series AA
Preferred Shares upon the dissolution and winding up of Assentive in lieu of
receiving an undivided interest in the Assets.
2.2 Subscription Agreement. As a condition to receiving the Shares, each of the
Contributors shall execute this Agreement and a Contribution and Subscription
Agreement in the form attached hereto as Exhibit C.
3. LIABILITIES. BigWater shall assume all liabilities and obligations
associated with the Assets as of the Effective Date.
4. CLOSING. The closing of this Agreement (the "Closing") shall take place upon
the receipt of execute Agreements and Contribution and Subscription Agreements
from all of the Contributors.
5. CONFIDENTIALITY. The parties hereto agree to preserve as confidential this
Agreement and all information relating to the Assets purchased under this
Agreement, including information relating to all projects, plans, technologies,
customers, trade secrets, business and financial information, or unpublished
know-how, and to all activities of BigWater, and not to publish or disclose any
part of such information to others.
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6. REPRESENTATIONS AND WARRANTIES OF PURCHASER. BigWater hereby represents and
warrants that BigWater is a Delaware corporation duly organized, validly
existing, and in good standing under the laws of the State of Delaware, with
full power and authority to conduct its business in a manner approved by the
Board of Directors. BigWater has authority to issue 30,000,000 shares of capital
stock, 20,000,000 designated as Common Stock, par value $.001 and 10,000,000
designated as Preferred Stock, par value $.001. Immediately before the Closing
Date, BigWater will have issued and outstanding 3,001,303 shares of its Common
Stock and no shares of its Preferred Stock. Additionally, upon the Closing Date
an additional 4,510,000 shares of BigWater Common Stock will be issued and
outstanding.
7. MISCELLANEOUS.
7.1 Entire Agreement. This Agreement and the Exhibits attached hereto contain
the entire agreement between the parties with respect to the subject matter
hereof; all representations, promises, and prior or contemporaneous
understandings between the parties with respect to the subject matter hereof,
are merged into and expressed in this Agreement and such documents and other
agreements; and any and all prior agreements between the parties with respect to
the subject matter hereof are hereby canceled.
7.2 Amendment. This Agreement may be amended, modified, or supplemented only by
an instrument in writing signed by the parties to this Agreement.
7.3 Governing Law. This Agreement shall be construed under and governed by
the laws of the State of Utah without regard to any choice of law provisions.
7.4 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which shall constitute one
Agreement.
7.5 Dispute Resolution. This Agreement shall be governed by the laws of the
State of Utah and any claims, litigation, or arbitration asserted or commenced
between the parties hereto regarding any aspect of this Agreement or related in
any way to the subject matter hereunder shall be brought within the State of
Utah in Salt Lake County which jurisdiction shall have exclusive jurisdiction of
such matters. The prevailing party in any dispute shall be entitled to recover
costs and reasonable attorneys' fees as determined by the trier of fact.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
indicated below to be effective April 18, 2002.
Dated: Dated:
"BigWater" "Contributors"
BigWater Technologies, Inc.
/S/Xxxxx X. Xxxxxxx, President (Signature)
(Name of Purchaser)
Its:
(Title of signer if Purchaser is an entity)
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