TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT
Exhibit
99.2
THIS
TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and
entered into as of April 10, 2006 (the “Effective Date”) by and among Woodlaken
LLC (“Seller”) and Pascal Partners, LLC (the “Purchaser).
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(a) Seller’s
Deliverables.
Upon
receipt of the Purchase Price by Seller, Seller shall deliver the following
documentation to Purchaser:
(i) a
certificate representing the Note purchased by the Purchaser; and
(ii) such
other instrument or instruments of transfer, in such form, as shall be necessary
or appropriate to vest in Purchaser good and marketable title to the Note,
including a letter from Seller to the Company instructing the Company to
issue a
new promissory note with the same terms as the Note but payable to the order
of
the Purchaser.
(b) Purchaser’s
Deliverables.
Contemporaneously with its receipt of the Note from Seller, Purchaser shall
deliver to Seller full payment of the Purchase Price.
(a)
Seller
and Purchaser hereby each represents and warrants to the other as
follows:
(i) Each
has
the full legal right, power and authority to enter into this Agreement and
to
consummate all of the transactions contemplated herein.
(ii) This
Agreement when executed and delivered by each of Seller and Purchaser
constitutes the valid and binding obligation of each of Seller and Purchaser
enforceable in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, moratorium and other similar laws affecting
creditors’ rights generally and by general principles of equity, whether
considered in a proceeding at law or in equity.
(iii) The
execution, delivery and performance of this Agreement by Seller or Purchaser
does not and will not conflict with, result in any breach of any provision
of or
constitute a default under any agreement, obligation or other instrument
to
which Seller or Purchaser is a party or by which Seller or Purchaser is
bound.
(b)
Seller hereby represents and warrants to Purchaser that Seller is the record
and
beneficial owner of the Note, free and clear of all liens, pledges,
encumbrances, restrictions and claims of any kind and upon the execution
and
delivery of this Agreement by the parties and the performance of their
respective obligations hereunder, the Note shall be delivered to Purchaser
free
of any such liens or encumbrances.
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(c)
Purchaser hereby represents and warrants to Seller as follows:
(i) Purchaser
is acquiring the Note for its own account (and not for the account of others)
and not with a view to its redistribution or resale within the meaning of
Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities
Act”).
(ii) Purchaser
is an “accredited investor” within the meaning of Section 2(a)(15) of the
Securities Act and 501(a) thereunder the Securities Act and is not relying
upon
Seller for knowledge or information regarding the Company or the transactions
described in this Agreement.
(iii) Purchaser
understands that it may not sell or otherwise dispose of the Note (i) except
as
permitted by the Note and (ii) in the absence of either a registration statement
under the Securities Act or an exemption from the registration provisions
of the
Securities Act.
8. Governing
Law.
This
Agreement shall be governed by and construed under the laws of the State
of New
York, without giving effect to its conflicts of laws
principles.
Remainder
of this page left intentionally blank
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SELLER:
WOODLAKEN
LLC
By:
/s/
Xxxx X. Xxxxxxxxx
Name:
Xxxx X. Xxxxxxxxx
Title:
Manager
PURCHASER:
PASCAL
PARTNERS, LLC
By:
/s/
Xxxx Xxxxxxxxx
Name:
Xxxx Xxxxxxxxx
Title:
Managing Member
ACKNOWLEDGED:
SOLOMON
TECHNOLOGIES, INC.
By:
/s/
Xxxxx X. XxXxxxxxx, Xx.
Name: Xxxxx X. XxXxxxxxx, Xx.
Title:
President
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