SALE OF ASSETS AGREEMENT
Exhibit 10.10
THIS AGREEMENT (THE “Agreement”) dated this First day of July, 2011
BETWEEN:
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Name(s.)
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Auscrete Corporation an Oregon Corporation (”Auscrete OR”)
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Address
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XX Xxx 000, 000 X. Xxxxx Xxxxxx Xxxxx XX. 00000
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Telephone, Fax etc.
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000 000 0000 Fax 000 000 0000
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OF THE FIRST PART
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-AND-
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Name(s.)
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Xxxx Xxxxxxxxx (”Sprovieri”)
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Address
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XX Xxx 000, 000 X. Xxxxx Xxxxxx Xxxxx XX. 00000
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Telephone, Fax etc.
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000 000 0000 Fax 000 000 0000
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OF THE SECOND PART
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-AND-
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Name(s.)
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Auscrete Corporation a Wyoming Corporation (“Auscrete WY
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Address
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XX Xxx 000, 000 X. Xxxxx Xxxxxx Xxxxx XX. 00000
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Telephone, Fax etc.
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000 000 0000 Fax 000 000 0000
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OF THE THIRD PART
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WHEREAS:
Auscrete OR and Sprovieri are the owners of Manufacturing Equipment, Technology and Know How (“Assets”) that comprises the total manufacturing capability for the production of ACC Cellular Concrete panels that form the structure of affordable, energy efficient housing and other structures.
Auscrete WY is desirous of securing a manufacturing facility for the production of affordable, energy efficient housing and other structures and wishes to obtain the Assets from Auscrete OR and Sprovieri for this purpose. In addition, Auscrete WY will execute a Public Offering for a minimum of $750,000 and a maximum of $937,500 to enable the commencement of their business operations.
Auscrete OR and Sprovieri are desirous of transferring the Assets to Auscrete WY under the terms of this Agreement so Auscrete WY can commence manufacture of affordable, energy efficient housing and other structures.
NOW:
IN CONSIDERATION OF THE COVENANTS and agreements, contained in this Agreement, the parties agree as follows:
1. Acquisition of Assets. Auscrete WY agrees to acquire from Auscrete OR, the Assets (as defined in Schedule “A” hereto), that constitutes the total Manufacturing Equipment, Technology and Know How possessed by Auscrete OR and Sprovieri.
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2. Asset Transfer. Auscrete OR and Sprovieri irrevocably agree to transfer the Assets via a Xxxx of Sale to Auscrete WY upon satisfactory completion of the Auscrete WY minimum offering of $750,000 and satisfactory payment settlement of the value of the Assets.
3. Value of Assets. All parties to this Agreement agree that the value of the Assets be $750,000. (Seven Hundred Fifty Thousand Dollars).
4. Payment. In payment for the purchase of the Assets by Auscrete WY, Auscrete OR and Sprovieri agree to accept 2,500,000 ordinary shares in Auscrete WY as full payment of the purchase, the value of the shares is determined by the Auscrete WY Public Offering at $0.30 per share.
5. Amendments and Modifications. This Agreement may only be amended or modified by written agreement signed by both parties.
6. Entire Agreement. This Agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Agreement.
7. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach hereof, shall be settled by arbitration in accordance with the laws of the State of Oregon in the USA, and judgment upon the award rendered may be entered in any court having jurisdiction thereof.
In witness whereof the parties have signed this Agreement.
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Executed this 1st day of July, 2011
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Executed this 1st day of July, 2011 | |
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For
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For
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AUSCRETE CORPORATION OR
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AUSCRETE CORPORATION WY.
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/s/ Xxxx Xxxxxxxxx Date 07/01/2011
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/s/Xxxxxxxx Xxxx Date 07/01/2011
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By:
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By:
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Xxxx Xxxxxxxxx
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Xxxxxxxx Xxxx
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Executed this 1st day of July, 2011
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For
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Xxxx XXXXXXXXX.
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/s/Xxxx Xxxxxxxxx Date 07/01/2011
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By:
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Xxxx Xxxxxxxxx
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Schedule “A”
“ASSETS”
Purchased Equipment (rounded down)
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Concrete Batch Plant with 35 ton cap. silo
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$16,500
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9,000 sq. ft. Building New (not erected)
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$89,000
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15,000# Forklift
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$20,000
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6,000# Forklift
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$8,000
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Tractor / Front End Loader
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$5,000
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3 Volvo Semi-Tractors
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$44,000
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20’ Trailer
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$3,500
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Work Vehicles (Pickup, vans etc.)
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$7,400
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Shop Equipment & Tools
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$14,000
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Office Equip. Software & Drafting Equipment
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$29,500
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$ 236,900
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Manufactured Specialized Equipment
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Materials
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& Labor
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Modify Batch Plant for ACC production
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$14,600
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Foam Producing Machines
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$53,300
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2 Hydraulically Operated Molding Tables
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$14,000
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4 Regular 20’ Molding Tables
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$13,800
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1 Mobile Concrete Transporter
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$6,400
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Thermal Testing Hot Box
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$55,800
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2 Crane Attachments
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$7,200
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Concrete Panel Storage Racks
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$10,600
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Sand Bunker
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$2,300
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Mold Boards, Manual & Magnetic Clamps, Brackets
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$75,000
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$ 253,000
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Technology
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Value of Team Labor and consumables used over 8 years in the development and testing of surfactants, foam producing machines, concrete strength and stress testing, construction of prototype buildings (un-recovered portion), design and engineering of buildings and equipment and general associated costs.
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$ 450,000
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Consumables
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Cement, Sand, Rebar, and Surfactant at typical level.
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$ 38,000
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Other Inventory
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$ 11,500
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Total Value of Assets at Cost
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$ 989,400
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Agreed Value for purpose of this Agreement
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$ 750,000
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