ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT
10.1
This
ASSIGNMENT AND ASSUMPTION
AGREEMENT ("Assignment and Assumption Agreement") effective as of
February __, 2008, is between Skin Nutrition LLC, a limited liability company
incorporated as such in terms of the laws of the State of Nevada ("Skin
Nutrition" or "Assignor"), Ascension Energy, Inc. (the "Company" or "Assignee"),
a shell company incorporated in the State of Colorado, and Meridian Group
Corporation and the Equinas Corporation, both Xxxxxxxx Island companies
(collectively, the "Controlling Entities") currently controls the Company by
virtue of control or ownership of majority voting rights of the outstanding
capital stock of the Company;
WITNESSETH:
WHEREAS, the Assignor and
Assignee and certain other parties have entered into an Stock Purchase Agreement
dated January 31, 2008 (the "Purchase Agreement"), providing, among other
things, for the sale by Assignor and the purchase by Assignee of the Purchased
Assets (as defined herein); and
WHEREAS, in order to
effectuate the sale and purchase of the Purchased Assets, Assignor is executing
and delivering this Assignment;
NOW, THEREFORE, in
consideration of the premises, the mutual covenants and agreements contained
herein and in the Purchase Agreement and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Assignor hereby
acts and agrees as follows:
Conveyance
of Purchased Assets. Subject to Paragraph 2
hereof, Assignor hereby SELLS,
CONVEYS, TRANSFERS, ASSIGNS and DELIVERS unto Assignee and its successors
and assigns, forever, all the assets, rights, franchises and properties
described in Appendix A to the Purchase Agreement and attached hereto as Exhibit
A (collectively, the "Purchased Assets").
Assumption
of Identified Liabilities. In addition to the
consideration for the Purchased Assets set forth in Section 1 of the Purchase
Agreement, Assignee shall assume, pay, perform and discharge the debts,
liabilities and obligations for each of the Assumed Liabilities specifically set
forth in Appendix D and attached hereto as Exhibit B. Other than as stated
herein or in the Purchase Agreement, Assignee assumes no debt, liability or
obligations of Assignors by this Assignment.
Defined
Terms. All
capitalized terms used herein without definition shall have the meanings
assigned to them in the Purchase Agreement.
Counterparts;
Facsimile. This Assignment may be
executed in any number of counterparts, and each counterpart hereof shall be
deemed to be an original instrument, but all such counterparts shall constitute
but one assignment. In addition, this Agreement
may be executed and delivered by the parties via facsimile, to be followed with
originals within five (5) business days of the date hereof.
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Further
Assurances. From time to time, as
and when requested by Assignee, Assignor shall execute and deliver, or cause to
be executed and delivered, such documents and instruments and shall take, or
cause to be taken, such further or other actions as may be reasonably necessary
to carry out the purposes of this Assignment.
Controlling
Agreement. No separate instrument
of assignment or conveyance, if any, shall limit the scope and effect of this
Assignment. In the event that any conflict or ambiguity exists between this
Assignment and any such separate instrument or assignment, the terms and
provisions of this Assignment shall govern and be controlling.
The
Purchase Agreement. Nothing contained in
this Assignment supersedes, alters or modifies any of the respective
obligations, agreements, covenants or warranties of the parties under the
Purchase Agreement (all of which survive the execution and delivery of this
Assignment as provided and subject to the limitations set forth in the Purchase
Agreement). If any conflict exists between the terms of this Assignment and the
Purchase Agreement, then the terms of the Purchase Agreement shall govern and
control.
Governing
Law. This
Assignment shall be construed in accordance with the laws of the State of New
York (except for its principles governing conflicts of laws). Subject to Section
10(f) of the Purchase Agreement, the parties submit to the non-exclusive
jurisdiction of any federal or state court located within the State of New York,
County of New York, over any dispute arising out of or relating to this
agreement or any of the transaction contemplated hereby.
Successors
and Assigns. This Assignment shall
bind the Assignor and their successors and assigns and inure to the benefit of
Assignee and its successors and assigns.
Descriptive
Headings. The descriptive headings
of the several Paragraphs, subparagraphs and clauses of this Assignment were
inserted for convenience only and shall not be deemed to effect the meaning or
construction of any of the provisions hereof.
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EXECUTED
as of the day and year first above written.
|
_______________________________
Skin
Nutrition LLC
Name:
/s/ Xxxxxxx Xxxxxx
Title:
President
Date
___________
|
_______________________________
Ascension
Energy, Inc.
Name:
/s/ Xxxxxxx Xxxxxx
Title:
President
Date
___________
|
Agreed
and acknowledged by:
|
_______________________________
Meridian
Group Corporation
Name:
/s/ Xxxxxx Xxxxxxxx
Title:
President
Date
___________
|
_______________________________
Equinas
Corporation
Name:
/s/ X. Xxxxxxx
Title:
Duly Authoirzed Business Development Agent
Date
___________
|
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APPENDIX
A:
Paragraph
1. Products. The Buyer shall ensure that the exclusive global rights to
distribute the products listed below and their present or improved versions and
or any future revisions shall be granted to the Company in respect of all or any
of the products more fully described below.
a. Any and all types of
products already created or specified for future integration or related to or
targeted for implementation known as The Skin Nutrition Product
Range, referred to hereinafter as, "SNPR", whether such products are still under
development or already currently being manufactured, sold and distributed by
Skin Nutrition.
Paragraph
2. Service. Save for any rights granted to Xxxxxxxx Investments Limited, a
company incorporated in the Turks & Caicos Islands under registration No
E35574 in respect of sales of the SNPR over the world wide web, the exclusive
global rights to distribute, sell and perform the services listed below and
their improved versions and future revisions shall be granted on
an exclusive global basis to the Company by the Buyer:
a. Any and all types of
goods and services and related products, designed, built, or sold by the Buyer,
as part of any kind of commercial
endeavor that are designated by the Officers and Directors of the Company as
being related to the SNP.
Paragraph
3. Trademarks and Trade Names. The Buyer shall ensure that the exclusive global
rights to use the Trademarks and Trade Names listed below and their improved
versions and future revisions shall be granted on an exclusive global basis to
the Company by the Buyer:
a. Any and all types of
markings, artwork, names and related braidings used by the Buyer in association
with the business of the Buyer as part of any kind of commercial endeavor that
is designated by the Officers and Directors of the Company as the business of
SNPR.
Paragraph
4. Copy Righted Material The Buyer shall ensure that the exclusive global rights
to use the Copy Righted Material listed below and their improved versions and
future revisions shall be granted on an exclusive global basis to the Company by
the Buyer:
a. Any and all types of Copy
Righted material used by the Buyer in association with the business of the Buyer
to design and construct any type of advertising business designed, built, or
sold by the Buyer, as part of any kind of commercial endeavor that is designated
by the Officers and Directors of the Company as being related to the business of
SNPR.
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APPENDIX
D, Required Consideration from Buyer
Paragraph
1. Any obligations of the .Seller and Company are dependant on the Buyer's
timely fulfillment of the following actions, where any failure to meet scheduled
deadlines must be approved of in writing by the Seller and Company, which
consent shall not be unreasonably withheld:
(a) Buyer
agrees to vote in favor of ratification of all existing, previously disclosed
agreements and obligations of the Company and to not interfere in the Company
honoring all existing agreements of the Company. The Buyer and Company shall
allow for audits of the Company by the Seller within five (5) days of receipt of
a written demand, but not more than once every
calendar quarter. Seller shall be entitled to have one (1) non-voting
representative at any formal Company board meeting or executive management
meeting for as long as the Seller or it's affiliates and designees hold of
record a combined share holding of more than One Half of One Percent (%0.50) of
the outstanding shares of Company Common Stock (as reported by the Company stock
transfer agent).
(b) Buyer
agrees to enter into a global exclusive distribution rights agreement
("Exclusive Global Distribution Rights Agreement") with the Company, which will
have the following stipulations:
1. 7% of the gross annual
sales income of the Company to be paid as a Royalty to the Buyer
indefinitely.
All
royalties shall be paid within thirty [30] days .after each quarterly fiscal
period of the Company. All royalties shall be calculated on the turnover of the
company as determined by the monthly management accounts and
shall be adjusted at year end after completion of the financial statements of
the Company for each such year if necessary.
(c) Buyer and
Seller agrees that Seller will authorize 100,000,000 xxxxxx of a new class of
shares called "Class A" shares, a.k.a. "Control Shares", which have one (1) vote
per share without
any rights to capital or assets of the Company and that these shares will be
issued to designees of the Buyer for sufficient consideration.
(d) Buyer
agrees to enter into any and all additional agreements ("Supply Chain Integrity
Agreements") required by the Company in order to confirm and sustain the
integrity of the Exclusive Global Distribution Rights Agreement and in order to
ensure that the Company can source all materials and resources required to
deliver the products and services specified in Appendix A of this Agreement,
entitled "The Product Line", with the Company as required and within 20 days
after being presented to the Buyer by the Company or Seller. As of the date of
this Agreement the following agreements are known to still be required in order
for the Seller and the Company to be able to fulfill on their obligations under
this Agreement:
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1. Agreement to place all
IP, Trademarks, Trade names, Copy-written material of the Product Line into the
exclusive global use of the Company.
(e) Xxxxx agrees that Buyer
will vote in favor of the Company entering into and upholding the following
agreements for the minimum periods of time specified:
1. A
Consulting Agreement to pay Equinas Corporation for $10,000 USD per month on a
deferred basis for a minimum of 12 months and
which automatically renews for a period of 12 months, unless terminated in
accordance with such agreement's terms,
post-listing of the Company on any national stock exchange or quotation system
in the US.
2. A
Consulting Agreement to pay Meridian for $10,000 USD per month on a deferred
basis for a minimum
of 12 months and which automatically renews for a period of 12 months, unless
terminated pursuant to such agreement's terms,
post listing of the Company on any national securities exchange or quotation
system.
3. A
Consulting Agreement to pay Electravest, Inc. for $3,500 USD per month on a
deferred basis for a minimum of 12 months and
which automatically renews for a period of 12 months, unless terminated pursuant
to such agreement's terms, post listing of the Company on any national
securities exchange or quotation system.
4. A
Consulting Agreement wherein Equinas Corporation will provide additional Human
Resources on a deferred payment basis for as needed where hourly rates and usage
are pre-approved by the Company before services are rendered.
5. An
Employment Agreement with a qualified delegate to be appointed by Buyer, subject
to the approval of the Seller, to act as the President and Chairman of the Board
of Directors for an hourly rate of $150 USD per hour a minimum salary of $1,500
per month and the first 10 hours of service paid and providing for a minimum
monthly salary of $1,500 and with the first 10 hours to be earned on a deferred
payment basis to be negotiated between the Company and
said delegate.
6. An
Engagement Agreement to retain a qualified delegate to be
appointed by Seller subject to the approval of the Buyer to act as the Chief
Financial Officer and member of the Board of Directors for an hourly rate of
$100 USD per hour with minimum salary of $3,000
per month and with the first 20 hours of service paid on a deferred payment
basis to be negotiated between the Company and said delegate .
7. An
Engagement Agreement to retain a qualified delegate to be
appointed by 20 Seller
subject to the approval of the Buyer to act as Legal Counsel for the Company and
as a member of the Board of Directors, as may be required, for an hourly rate of
$150 USD per hour for a minimum salary of $1,500 per month with the first 10
hours of service paid on a deferred payment basis to be negotiated between the
Company and said delegate.
8. The
anti-dilution provisions for the shares as described in Appendix I of this
Agreement,entitled"SharessubjecttoAnti-Dilution".
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