ASSIGNMENT OF RIGHTS AGREEMENT
EXHIBIT
10.1
This
Assignment
of Rights Agreement (hereinafter “Agreement”) is dated for reference July
2, 2010 and executed by the following parties:
Oro East Mining Company, Ltd.,
a corporation registered in the Republic of Philippines, doing business in the
United States at 0000 Xxxxxxx Xxxxxx, Xxxxx 00, Xxxxxxx, Xxxxxxxxxx 00000
(hereinafter “Assignor”); and
Accelerated Acquisitions I,
Inc., a Delaware corporation, with a California business address at 000
Xxxxx Xxxx Xxxx., Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000 (hereinafter
“Assignee”).
RECITALS
WHEREAS,
Assignor is the registered and beneficial holder of two (2) mineral claims with
the Mines and Geosciences Bureau (MGB) for the Republic of the Philippines: MPSA
184-XI and APSA 167-XI (hereinafter “Claims”). The Claims of Assignor are
described in specifics in Schedule A, “Portfolio of Mineral Claims,” attached
hereto and integrated as part of this Agreement;
WHEREAS,
the principals of Assignor have acquired a controlling interest in Assignee for
the purpose of operating as a publicly-reporting company and have determined
that it is in their best interests to assign Assignor’s rights to the Claims,
with the particulars of aforesaid rights set forth in detail herein,
and
WHEREAS,
Assignor’s principals will receive substantial benefit from the assignment of
the Portfolio of Mineral Claims to Assignee, which will facilitate the funding
of future operations and permit expansion of the business of the principals
through doing business as a publicly-reporting company and thereby open up new
funding resources for the business.
AGREEMENT
NOW
THEREFORE, the undersigned parties integrate the foregoing recitals into the
binding body of this Agreement and hereby agree to be bound for good and
valuable consideration as follows:
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1.
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Assignment. Effective as
of the date hereof, Assignor hereby assigns and transfers to Assignee, and
Assignee hereby acquires from Assignor, all of Assignor’s rights with
respect to the Portfolio of Claims (hereinafter “Assignment”),
specifically as follows:
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a.
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Right to Natural Minerals
Mined. Effective upon execution of this Agreement, Assignor hereby
grants to Assignee all mineral rights of Company and Assignee shall own
said mineral rights of Company in fee simple. Said mineral rights shall
further include corresponding surface rights. This assignment encompasses
control of the surface, the subsurface and the air above any and all real
property or claims owned by Company. The assignee may freely sell, lease,
gift or bequest these rights individually or entirely to others, within
the scope and terms of the Agreement and applicable laws of the Republic
of Philippines.
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b.
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Right to Production.
Effective upon execution of this Agreement, Assignor hereby grants
to Assignee all rights to production, which shall include but not be
limited to right to mineral extraction on all mineral claims and tenements
owned or controlled by Company, right to control production in all
aspects, right to enter the property and remove the minerals or resources
at its election.
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c.
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Right to Account Receivables.
Effective upon execution of this Agreement, Assignor hereby grants
to Assignee all rights to account receivable management for Company,
including but not limited to right to
collect.
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d.
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Right to Collect Net Profits in
Full. Effective upon execution of this Agreement, Assignor hereby
grants to Assignee full right to collect the net profits of Company,
payable to assignee at any time at assignee’s discretion and express
notice to Company to tender delivery of the net profits for any fiscal
period.
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2.
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Further Actions.
Assignor covenants and agrees to warrant and defend the sale, transfer,
assignment, conveyance, grant and delivery of the rights conveyed hereby
to Assignee against all persons whomsoever, to take all steps reasonably
necessary to establish the record of Assignee’s interest therein and, at
the request of Assignee, to execute and deliver further instruments of
transfer and assignment and take such other action as Assignee may
reasonably request to more effectively transfer and assign to and vest in
Assignee the interests intended to be conveyed
hereby.
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3.
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Duration of Agreement.
The Assignment shall be to Accelerated Acquisitions I, Inc., but
if Assignee fails to become a publicly listed company with the
United States Securities Exchange Commission and commences trade by
January 1, 2013, then this Agreement shall terminate immediately and the
Claims and all rights thereto shall revert back to Oro East Mining
Company, Ltd. If Assignee succeeds at becoming a publicly listed company
and commences trading on or before January 1, 2010, then the Assignment
shall be absolute, to Oro East Mining Company,
Ltd.
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4.
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Representations. The
undersigned parties hereby mutually represent to one another that: (1)
they are authorized agents of the entities they represent, that they are
fully authorized and have the power to enter into this Agreement and bind
the entities they represent; (2) they have duly obtained all necessary and
applicable licenses and/or permits required or reasonably foreseeably
required for performance of this Agreement; (3) they are the owners,
licensees, and/or otherwise authorized to use any corresponding
intellectual property rights that would be required or reasonably
foreseeably required for performance of this Agreement; and (4) the
parties hereby indemnify and hold one another harmless of any damages or
potential damages that may arise from the falsity or inaccuracy of the
foregoing representations.
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5.
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Prohibition Against Further
Assignment. Unless the undersigned parties mutually agree to
subsequently modify this covenant in writing, Assignee shall not assign,
transfer, convey, or dispose of its rights, title or interest in this
Agreement to third parties. This Agreement and any and all subsequent
obligations arising therefrom shall be non-assignable and non-transferable
unless the parties agree to other arrangements, which must be memorialized
in writing.
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6.
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Enurement. This
Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and
assigns.
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7.
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Merger and Integration.
This Agreement and the exhibits attached hereto contain the entire
agreement of the parties with respect to the subject matter of this
Agreement, and supersede all prior negotiations, agreements and
understandings with respect thereto. This Agreement may only be amended by
a written document duly executed by the undersigned
parties.
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8.
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Indemnification.
Assignor shall have no liability to Assignee for any claims, causes of
actions, suits, damages, loss, risk of loss, or threat of loss as such may
arise under this Agreement. Assignee assumes all risk under this
Agreement. Assignee shall indemnify and hold harmless Assignor of all
costs, expenses, losses, professional fees, and/or liabilities in their
totality.
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9.
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Limitation of Liability and
Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,
ASSIGNOR MAKES NO WARRANTY, EXPRESSED OR IMPLIED, WITH RESPECT TO THIS
AGREEMENT, ITS REPRESENTATIONS, ESTIMATES OR PROJECTIONS OF CLAIM VALUE,
BUSINESS DEALINGS, THE PRODUCTS OR SERVICES RENDERED HEREUNDER, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR
ANY PARTICULAR PURPOSE, AND ASSIGNEE ACCEPTS THE FRUITS OF THIS AGREEMENT
“AS IS” AND “WHERE IS,” ASSUMING ALL
RISKS.
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10.
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Choice of Law and Forum.
This Agreement shall be interpreted under the laws of the State of
California, United States. Any litigation under this agreement shall be
resolved in the trial courts of Alameda County, State of California or the
Northern District of California, whichever may be
applicable.
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11.
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Service of Summons. In
the event that a cause of action or suit arises from this Agreement, the
undersigned parties hereby agree and consent to service of summons at the
following addresses:
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a.
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Assignor: Oro East
Mining Company, Ltd., U.S. Office, 0000 Xxxxxxx Xxxxxx, Xxxxx 00, Xxxxxxx,
Xxxxxxxxxx 00000.
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b.
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Assignee: Accelerated
Acquisitions I, Inc., California address, 000 Xxxxx Xxxx Xxxx., Xxxxx 000,
Xxxxx Xxxxxx, Xxxxxxxxxx 00000.
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12.
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Arbitration. Any dispute
or claim arising or related to this Agreement shall be exclusively
resolved by final binding arbitration before the American Arbitration
Association (AAA), utilizing its Commercial Arbitration Rules. One
arbitrator shall be selected using AAA procedures (hereinafter
“arbitrator”). The arbitrator shall use all reasonable efforts to minimize
discovery and to complete the arbitration proceedings as expeditiously as
possible. The arbitrator shall render a written decision within thirty
(30) calendar days of the hearing. The arbitrator will not
award attorney’s fees, or punitive, incidental, consequential, treble or
other multiple or exemplary damages, and the parties hereby agree to waive
and not seek such damages. Either party may seek judicial
relief to compel the other party to comply with the provisions of this
Section, or injunctive or other equitable relief to protect its
intellectual property rights, provided (unless prohibited by applicable
law) that the remainder of the dispute or claim is submitted to
arbitration. The arbitration shall be held in Oakland, California; both
parties hereby give their irrevocable consent to jurisdiction of courts of
or in the State of California, as well as processes of the AAA in
California. Awards shall be final, binding and non-appealable
(except on the minimal grounds required under the Federal Arbitration Act
or other applicable law). All awards may be filed with one or
more courts, state, federal or foreign having jurisdiction over the party
against whom such award is rendered or its property, as a basis of
judgment and of the issuance of execution for its
collection.
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13.
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Severability. If any
term or provision of this Agreement shall to any extent be invalid or
unenforceable, the remainder of this Agreement shall not be affected
thereby, and each term and provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by
law.
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14.
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Entire Agreement. This
Agreement constitutes the entire agreement to date between the parties
hereto and supersedes every previous agreement, communication,
expectation, negotiation, representation or understanding, whether oral or
written, express or implied, statutory or otherwise, between the parties
hereto with respect to the subject matter of this
Agreement.
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15.
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Counterparts. This
Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument, and any of
the parties hereto may execute this Agreement by signing any such
counterpart.
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16.
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Descriptive Headings.
The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning of terms contained herein.
Unless the context of this Agreement otherwise requires, references to
“hereof,” “herein,” “hereby,” “hereunder” and similar terms shall refer to
this entire Agreement.
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IN
WITNESS WHEREOF, the undersigned parties cause this Agreement to be duly signed
and executed this 2nd day of
the month of July and year 2010 in the City of Oakland, State of
California.
SIGNED
AND EXECUTED:
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ASSIGNOR:
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ASSIGNEE:
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X
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X
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Company:
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Oro
East Mining Co.
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Company:
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Accelerated
Acquisitions I
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Xxxxxx’x
Name:
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Danni
Xxxxx
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Xxxxxx’x
Name:
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Xxxx
X. Xxxx
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Position/Title:
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Chairman
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Position/Title:
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President
and CEO
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Date
Signed:
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July
2, 2010
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Date
Signed:
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July
2, 2010
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Location:
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Oakland,
CA
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Location:
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Oakland,
CA
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