SALE, ASSIGNMENT, ASSUMPTION AND INDEMNIFICATION AGREEMENT
Exhibit 2.2
SALE, ASSIGNMENT, ASSUMPTION
AND INDEMNIFICATION AGREEMENT
This Sale, Assignment, Assumption and Indemnification Agreement (the “Agreement”),
dated as of the 25th day of January, 2007, by and between GLOBEPAN RESOURCES, INC, a
Delaware corporation (the “Seller”), and XXXXXXX FIELD (the “Buyer”) on the other
hand:
W I T N E S S E T H:
WHEREAS, Seller owns the rights to certain mineral claims located in Yellowknife, Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxx (the “Mineral Claim”) and certain other assets (the “Other
Assets”) listed on Schedule A attached hereto, and has certain liabilities and
obligations, including, without limitation, those identified on Schedule B attached hereto
(the “Identified Liabilities”);
WHEREAS, subject to the terms and conditions set forth in this Agreement, Seller desires to
assign the Mineral Claim and sell the Other Assets to Buyer and Buyer wishes to obtain the Mineral
Claim and purchase the Other Assets from Seller;
WHEREAS, subject to the terms and conditions set forth in this Agreement, Buyer has agreed to
assume all of Seller’s liabilities as of the date hereof, including, without limitation, the
Identified Liabilities, as partial consideration for the purchase and assignment described above;
WHEREAS, Seller, INS Acquisition, Inc., Seller’s wholly-owned subsidiary (“Acquisition
Corp.”), and Intellect Neurosciences, Inc., a Delaware corporation (“Intellect”),
intend to enter into an agreement and plan of merger, substantially in the form attached hereto as
Schedule C, to be dated of even date herewith (the “Merger Agreement”), pursuant to
which Seller shall acquire Intellect through the merger of Acquisition Corp. with and into
Intellect, with Intellect surviving the merger as a wholly-owned subsidiary of Seller (the
“Merger”);
WHEREAS, the execution and performance of this Agreement is a condition precedent to the
Merger; and
WHEREAS, since Seller’s incorporation, Buyer has served Seller as Seller’s president, chief
executive officer, principal financial officer, secretary, treasurer and sole employee, and as
Seller’s sole director, Buyer has knowledge of all of Seller’s business, and, in connection with
the Merger, Buyer shall resign from the board of directors of Seller and from all of his corporate
offices with Seller; and
WHEREAS, Buyer owns a significant interest in Seller, which interest is held by Seller in
escrow for Buyer’s account; and
WHEREAS, in partial consideration of Seller’s assignment of the Mineral Claim and sale of the
Other Assets to Buyer, Buyer has agreed to transfer all of such interest to Seller for
cancellation;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth
herein, the parties hereto hereby agree as follows:
1. Sale, Assignment and Assumption.
(a) In consideration of the payment of $10, the receipt of which is hereby acknowledged,
Buyer’s assumption of the Liabilities (as defined below), and Buyer’s agreement to concurrently
transfer Buyer’s entire interest in Seller to Seller for cancellation in accordance with the terms
of this Agreement and certain escrow arrangements between Buyer and Seller, Seller hereby assigns
the Mineral Claim to Buyer and sells, assigns, warrants, conveys and transfers all of the Other
Assets to Buyer.
(b) In partial consideration of the Mineral Claim and the Other Assets, Buyer hereby assumes
(i) all of the Liabilities (as defined below) of Seller as of the date hereof and (ii) the due and
prompt performance of all terms and conditions to be performed by Seller under any contracts,
agreements or arrangements included in the Liabilities (as defined below).
(c) For the purposes of this agreement, the term “Liabilities” shall mean (i) the
Identified Liabilities and (ii) any other liabilities of Seller as of the date hereof, including,
without limitation, any liability, debt, obligation, deficiency, tax, penalty, fine, claim, cause
of action or other loss, damage, cost or expense of any kind or nature whatsoever, whether asserted
or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, and
whether due or to become due and regardless of when asserted.
2. Representations, Warranties, Covenants and Agreements of Buyer.
(a) Buyer represents that the Identified Liabilities listed on Schedule B attached
hereto are the only Liabilities of Seller outstanding on the date hereof and that there are no
Liabilities of Seller not identified on Schedule B attached hereto.
(b) Buyer shall indemnify and hold harmless Seller, and shall reimburse the Seller for, any
loss, liability, claim, obligation, cost, damage, expense (including, but not limited to, costs of
investigation and defense and attorneys’ fees) or diminution of value (collectively,
“Claims”) included in, related to, as a result of, arising from or in connection with (a)
the Liabilities, (b) any inaccuracy in any of the representations and warranties of Buyer in this
Agreement, (c) any failure by Buyer to perform or comply in any respect with any covenant or
agreement in this Agreement, or (d) any claim relating to or arising out of any Liabilities. Buyer
hereby agrees to defend Seller at Buyer’s expense from and against any such Claims, and Buyer
hereby releases and forever discharges Seller from any loss, liability, claim, obligation, cost,
damage,
expense (including, but not limited to, costs of investigation and defense and attorneys’
fees) or diminution of value with respect to any such Claims.
3. Release; Further Agreements of Buyer.
(a) Buyer, on behalf of himself, his spouse, heirs, agents, attorneys, representatives and
assigns, hereby fully, forever, irrevocably and unconditionally releases, remises and discharges
Seller, its current and future officers, directors, stockholders, corporate affiliates,
subsidiaries, parent companies, agents and employees (each in their individual and corporate
capacities) (hereinafter, the “Released Parties”) from any and all claims, charges,
complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs,
accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages,
executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every
kind and nature that Buyer ever had, now has or may in the future have (whether known or unknown,
accrued, contingent, or liquidated) against the Released Parties, including without limitation as
may arise out of this Agreement, the Merger Agreement, the escrow arrangements between Buyer and
Seller regarding, or the transfer or cancellation of Buyer’s ownership interest in Seller, Buyer’s
employment with Seller and the termination thereof (including a claim for retaliation); any claims
based on statute, regulation, ordinance; all common law claims including, but not limited to,
actions in tort, defamation and breach of contract; any claims arising under the Age Discrimination
in Employment Act of 1967, as amended (the “ADEA”), or any other federal, state, or local law
relating to employment discrimination, harassment, or retaliation; any claims relating to wages,
compensation, or benefits; and any related claims for attorney’s fees.
(b) Buyer agrees not to file a lawsuit in any court of the United States or Canada or any
state or province thereof, as applicable, concerning any matter released in this Agreement or from
participating in any investigation or proceeding conducted by any state or federal agency regarding
any released claim. By signing this Agreement, Buyer acknowledges that Buyer is waiving his right
to money damages and any other relief should any agency pursue claims on Buyer’s behalf arising out
of or relating to Buyer’s employment with and/or separation from Seller. Buyer agrees to keep
confidential all non-public information concerning Seller that Buyer acquired during the course of
Buyer’s employment with Seller. Buyer further agrees that Buyer shall not make any false,
disparaging or derogatory statements regarding the Seller, Seller’s prospects or any of Seller’s
current or future directors, officers, employees, agents or representatives or about the Seller’s
business affairs and financial condition.
4. Governing Law. This Agreement shall be construed in accordance with and governed
by the laws of the State of Delaware applicable to contracts executed in and to be performed solely
within such State.
5. Amendment and Waiver. This Agreement may not be amended, and no provision hereof
shall be waived, except by a writing signed by the parties hereto or in
the case of a waiver by the party waiving compliance therewith, which states that it is
intended to amend or waive a provision of this Agreement. Any waiver of any right or failure to
act in a specific instance shall relate only to such instance and shall not be construed as an
agreement waive any rights or failure to act in any other instance, whether or not similar.
6. Severability. Should any provision of this Agreement be held by a court of
competent jurisdiction to be unenforceable or prohibited by an applicable law, this Agreement shall
be considered divisible as to such provision, which shall be inoperative, and the remainder of this
Agreement shall be valid and binding as though such provision were not included herein.
7. Counterparts. This Agreement may be executed in two or more counterparts with the
same effect as if the signatures to all such counterparts were upon the same instrument, and all
such counterparts shall constitute but one instrument.
[The remainder of this page is blank; the signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.
| SELLER: GLOBEPAN RESOURCES, INC. |
||||
| By: | /s/ Xxxxxxx Field | |||
| Name: | Xxxxxxx Field | |||
| Title: | President | |||
| BUYER: XXXXXXX FIELD |
||||
| By: | /s/ Xxxxxxx Field | |||
Exhibit A
Mineral Claim and Other Assets
| • | The Mineral Claim, as embodied in the Mineral Property Purchase Agreement dated June 1, 2005 by and between Seller and Xxxxxx Xxxxxx, filed as Exhibit 10.1 to the Seller’s Registration Statement on Form SB-2 (File No. 333-128226), filed with the U.S. Securities and Exchange Commission on September 9, 2005. |
| • | The assets identified in Seller’s Interim Financial Statements included in Seller’s Quarterly Report on Form 10-QSB for the quarter ended September 30, 2006, filed with the U.S. Securities and Exchange Commission on November 15, 2006, less any cash expended by Seller since September 30, 2006. |
Exhibit B
Identified Liabilities
| • | All of Seller’s liabilities identified in Seller’s Interim Financial Statements included in Seller’s Quarterly Report on Form 10-QSB for the quarter ended September 30, 2006, filed with the U.S. Securities and Exchange Commission on November 15, 2006. |
| • | Any current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business, consistent with past practice, since September 30, 2006. |
