EXHIBIT 10.2
TIGER-XXXX
PURCHASE & SALE AGREEMENT
January 20, 2008
ARTICLE 1 - PARTIES TO THIS AGREEMENT
THIS PURCHASE & SALE AGREEMENT (the "Agreement") is by and between Hollund
Industrial Robotics Systems Inc., a Canadian corporation ("Buyer") and AQUATIC
CELLULOSE LTD, a wholly owned subsidiary of AQUATIC CELLULOSE INTERNATIONAL
CORP, a Nevada corporation ("Seller").
ARTICLE 2 - SUBJECT, PURCHASE PRICE AND CLOSING
SUBJECT ASSET - Upon the terms and subject to the conditions of this Agreement,
Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller all
rights, title or interest in all patents, blueprints, drawings, documents or
physical components, owned by Seller and without exception relating to the
Tiger-Xxxx underwater manipulator system ("Tiger-Xxxx"), as hereby attached in
Exhibit A ("TigeroLynk Assets").
PURCHASE PRICE - The purchase price is $500,000 U.S. Dollars, consisting of the
following payments;
a. $50,000 cash deposit which has already been paid by the Buyer to the
Seller.
b. $50,000 cash payment that is due upon signing.
c. $400,000 in free trading common stock of Hollund Industrial, Inc.
(HLLD). The exact number of shares shall be 3,076,923 which is based
on a mutually agreed upon HLLD stock price of $.13 per share
($400,000/.13 = 3,076,923).
CLOSING - Upon mutual execution of this document via electronic counterparts
with original copies to follow, Buyer shall complete the purchase in the
following manner:
a. Within 24 hours of the signing of this Agreement Buyer shall wire
deposit the sum of $14,000 into the following bank account:
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xxxxxxxxxxx
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b. The balance due of $36,000 shall be paid within three weeks of the
date of signing.
c. Within 5 business days of the signing of this Agreement Buyer shall
deposit the above HLLD shares into the following trading account:
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ARTICLE 3 - GENERAL TERMS
1) EFFECT OF FAILURE TO PERFORM BY BUYER: Should Buyer fail to comply with
the above specified commitment to make the required cash payments to
Seller within the time guidelines noted above, then Buyer shall be deemed
to be in default under this Agreement, and any of Buyer's rights (earned
or to be earned) hereunder shall ipso facto terminate.
2) REPRESENTATIONS BY BUYER. Buyer represents and warrants that the following
statements are true and correct at the date hereof and at the Closing Date
in all material respects. Buyer shall perform and comply in all material
respects with all covenants and conditions herein required:
A) ORGANIZATION AND AUTHORITY. Buyer is a Canadian corporation duly
organized, in good standing, and qualified to enter into this transaction
with Seller.
3) REPRESENTATIONS BY SELLER. Seller represents to Buyer that the following
statements are true and correct and shall be true at and as of the Closing
Date in all material respects, Seller shall perform and comply in all
material respects with all covenants and conditions herein required.
A) ORGANIZATION AND AUTHORITY. Seller is a Nevada corporation, in good
standing, and qualified to carry on its business in the state where
located and has the power and authority to carry on its business as
presently conducted by this Agreement.
4) TITLE. Seller warrants title to the interest being conveyed to Buyer
against all persons lawfully claiming, or to claim, all or any portion of
the ownership of Tiger-Xxxx.
5) NOTICES. All notices and communications required or permitted under this
Agreement shall be in writing, delivered to or sent by U.S. Mail or
Express Delivery or Federal Express, postage prepaid, by prepaid telegram,
or acknowledged facsimile, addressed as follows:
Xxxx Xxxxxxxx
Hollund Industrial Robotics Systems Inc.
0000 Xxxxxx Xxxxx
Xxxxxxx, X.X.
Xxxxxx, X0X 0X0
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Sheridan Westgarde
Aquatics Cellulose International Corporation
0000- 00xx Xxxxxx, Xxxxx 0
Xxxxxx, X.X.
Xxxxxx, X0X 0X0
13) PARTIES IN INTEREST. This Agreement shall inure to the benefit of and be
binding upon Seller and Buyer and their respective heirs, successors and
assigns. However, no assignment by any party shall relieve any party of
any duties or obligations under this Agreement.
14) HEADINGS FOR CONVENIENCE. The paragraph headings used in this Agreement
are inserted for convenience only and shall be disregarded in construing
this Agreement.
15) ENTIRE AGREEMENT. This Agreement and all exhibits hereto, shall constitute
the entire contract and agreement of Buyer and Seller and shall supersede,
replace and override any and all prior discussions, correspondence, and
agreements between them as to, and only as to, the contemplated
operations, promises, and agreements as specifically provided for herein.
Buyer and Seller agree that as to the matters contemplated and provided
for herein, there are no undertakings, obligations, promises, assurances,
agreements or conditions, whether precedent or otherwise, except those
specifically set forth in this Agreement and in the exhibits attached
hereto. Other than as prescribed herein, no amendment, modification,
termination or cancellation of this Agreement shall be effective unless in
writing and signed by the Parties.
16) DISPUTES AND APPLICABLE LAWS. Should any party to this Agreement bring an
action, including a lawsuit, against any other party to this Agreement (or
any of its directors, officers, employees and agents) to enforce or
interpret any term or condition of this Agreement, then the prevailing or
substantially prevailing party in such action shall be entitled to recover
an amount for reasonable attorneys fees in addition to any costs awarded
by judgment. This Agreement shall be governed exclusively by, and
construed according to, the laws of the State of Nevada. The venue for any
litigation or dispute shall be the city of Reno, Nevada.
17) NO WAIVER. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions, whether
similar or not, nor shall a waiver constitute a continuing waiver or a
precedent to make similar waivers in the future. No waiver shall be
binding unless executed in writing by the party making the waiver.
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18) SURVIVORSHIP OF PROVISIONS. If, for any reason, any provision or part of
this Agreement is determined to be invalid or contrary to, or in conflict
with, any existing or future law or regulation as determined finally by a
court or agency having competent jurisdiction, then the Parties agree that
such provision or part thereof shall be amended and/or modified to the
minimum extent necessary to make such provision or part thereof valid or
enforceable, unless to do so would alter materially the rights, duties
and/or obligations of the Parties hereto. Any such amendment or
modification shall not impair the operation or affect the remaining
provisions of this Agreement and such remaining provisions will continue
to be given full force and effect and bind each party unless the necessary
amendment or modification would alter materially the rights, duties and/or
obligations of the Parties hereto in which case this Agreement shall
terminate unless otherwise agreed by the Parties hereto.
19) FURTHER ASSURANCES. After Closing, Seller and Buyer agree to take such
further actions and to execute, acknowledge and deliver all such further
documents that are necessary or useful in carrying out the purposes of
this Agreement or of any document delivered pursuant hereto.
20) THIRD PARTY BENEFICIARIES. There are no third parties who are intended to
be beneficiaries of this Agreement.
IN WITNESS WHEREOF, THIS AGREEMENT SHALL BE EFFECTIVE AS OF JANUARY 22, 2008.
HOLLUND INDUSTRIAL AQUATIC CELLULOSE INTERNATIONAL
ROBOTICS SYSTEMS INC. CORPORATION
/s/ Xxxx Xxxxxxxx /s/ Sheridan Westgarde
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Xxxx Xxxxxxxx, President Sheridan Westgarde, CEO
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EXHIBIT A
TIGEROLYNK ASSETS
A. Tiger-Xxxx Technology. All patents, designs, drawings, blueprints,
software, etc. related to Tiger-Xxxx robotic manipulator systems technology. The
patents include the following;
1) US Patent # 6,024,145
2) CAN Patent # 2268515
B. Parts. The 120-FT long machine component known as Tiger-Xxxx AR Series
Robotic Manipulator currently located at Beaver Manufacturing facilities in
Kamloops, BC, Canada.
C. Domain Name. The "xxx.xxxxxxxxx.xxx" Internet domain name, including all
registrations thereof, including, without limitation, the Network Solutions,
Inc., or any other applicable registrar, registration thereof, and all rights to
listings or keyword associations in any Internet search engines or directories
associated with the domain name (collectively, the "Domain Name").
D. Web Site and Web Site Materials. The web pages created or acquired with
respect to the Business and associated with, or located at or under, the Domain
Name (collectively, the "Web Site").
E. Trademarks. All trademarks, trade names or service marks related to
Tiger-Xxxx, Xxxxx-View, the Domain Name and "xxxxx-xxxx.xxx" including any
registrations or applications for registration, and all goodwill associated
therewith (collectively, the "Marks").
F. Customer Information. All customer lists, databases, files and documents
relating to customers.
G. Permits and Licenses. All governmental licenses, approvals, authorizations
and permits that are held or used primarily in connection with the Business
including, but not limited to, financial grant assistance from the National
Research Council - Industrial Research Assistance Program (the "NRC-IRAP").
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