ASSET PURCHASE AGREEMENT BETWEEN US BIODEFENSE, INC. AND FTS GROUP, INC. Dated as of March 19, 2008 and Closed April 4, 2008
Exhibit
10.1
BETWEEN
US
BIODEFENSE, INC.
AND
FTS GROUP, INC.
Dated
as of March 19, 2008 and Closed April 4, 2008
This
Asset Purchase Agreement, dated as of March 19, 2008, (this "Agreement"), by and
between US BIODEFENSE, INC, a Utah corporation ("Buyer"), and FTS GROUP, INC., a
Nevada Corporation ("Seller").
WHEREAS,
Seller is engaged in the business of operating an acquisition and development
company focused on acquiring, developing and investing in businesses and viable
business ventures to create, capture and maximize the value of its assets for
its company and stockholders, including its wholly-owned subsidiary, Elysium
Internet, Inc. (the "Business"); and
WHEREAS,
upon the terms and subject to the conditions set forth herein, Buyer desires to
purchase and assume from Seller, and Seller desires to sell, transfer, assign,
convey and deliver to Buyer, the assets of Elysium Internet, Inc.,(the “Acquired
Assets”) together with certain obligations and liabilities of Seller relating to
Acquired Assets (“Assumed Liabilities”); and
WHEREAS,
The Board of Directors of each of Buyer and Seller, respectively, believe the
acquisition is in the best interests of such company and its respective
stockholders and, in furtherance thereof, have approved this Agreement and the
transactions contemplated thereby.
NOW,
THEREFORE, in consideration of the covenants, representations, warranties
and mutual agreements hereinafter set forth, the parties hereto agree as
follows:
ARTICLE
1
PURCHASE AND
SALE
1.1
Purchase and Sale of Assets. Subject to the terms and conditions set
forth in this Agreement, Seller hereby agrees to sell, convey, transfer and
assign to Buyer, and Buyer hereby agrees to purchase from Seller at the Closing
all of Seller's right, title and interest in and to the assets which are
comprised of 100% of the common stock of Elysium Internet, Inc. and the control
of Elysium’s domain names and web sites and all funds received by Elysium, free
and clear of any and all liens (such assets referred to collectively as the
"Acquired Assets").
1.2
Delivery of Acquired Assets. On the "Closing Date" as defined below,
Seller shall make available to Buyer all of the Acquired Assets at Buyer’s
facilities in Oldsmar, Florida, and anywhere else the Acquired Assets are
located. Buyer will assume full operating control of the Acquired Assets
including all funds received beginning on the Closing Date for any and all
activities related to Elysium Internet. The acquired domain names and web sites
to be acquired are to be provided to the Buyer on the Closing Date.
1.3
Closing Deliveries by Seller and Buyer. Without limiting the
foregoing, on the Closing Date, Seller shall deliver to Buyer, duly
executed by Seller, the Acquired Assets as set forth in Section 1.2 above and a
Xxxx of Sale and General Assignment substantially in the form attached hereto as
Exhibit A (the "Xxxx of Sale").
1.4
Liabilities. Buyer shall be
responsible for the Assumed Liabilities related to the Acquired Assets and
operation of Elysium Internet, Inc.
1.5
Closing.
The closing of the transactions contemplated by this Agreement (the "Closing")
shall take place concurrently with the execution of this Agreement at the
offices of the Buyer, located at 000 Xxxxx Xx., Xxxxx 000, Xxxxxxx, Xxxxxxx,
00000 (the "Closing Date").
1.6
Payment
to Seller. The aggregate purchase price to be paid by Buyer to Seller for
the Acquired Assets (the "Purchase Price") shall be two million dollars
($2,000,000) in stock and a note payable as follows:
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$1,500,000
Non-Internet Bearing Note. Payable in twelve equal payments beginning 30
days after the Buyer closes a financing of at lease $250,000. The note is
convertible into shares of the Buyer’s common stock in an event of
default.
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250
shares of the Buyer’s preferred convertible stock to be named “Series B
Convertible Preferred Stock” upon acceptance by the Utah Secretary of
State. The preferred shares will convert into 60% of the issued and
outstanding shares of the Buyer’s common stock as of the date of the
Seller’s first conversion notice.
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ARTICLE
2
REPRESENTATIONS AND
WARRANTIES OF SELLER
Except as
disclosed as an inducement to Buyer to enter into this Agreement, Seller hereby
represents and warrants to Buyer, as follows:
2.1
Organization of Seller. Seller is a Nevada Corporation. Seller has all
requisite power and authority to own and use the properties owned and used by it
and to carry on his business as currently conducted. Seller is duly qualified or
licensed to do business and in good standing in each jurisdiction in which the
failure to be so qualified or licensed would have a Material Adverse
Effect.
2.2
Authority. Seller has all requisite power and authority to enter into
this Agreement and the Xxxx of Sale, to perform its obligations hereunder and
thereunder and to consummate the transactions contemplated hereby and thereby.
The execution and delivery of this Agreement and the Xxxx of Sale and the
consummation of the transactions contemplated hereby and thereby have been duly
authorized by all necessary corporate action on the part of Seller, and no
further action is required on the part of Seller to authorize this Agreement and
the Xxxx of Sale and the transactions contemplated hereby and thereby. This
Agreement and the Xxxx of Sale constitute valid and binding obligations of
Seller, enforceable in accordance with their respective terms, except as such
enforceability may be limited by principles of public policy and subject to the
laws of general application relating to bankruptcy, insolvency and the relief of
debtors and rules of law governing specific performance, injunctive relief or
other equitable remedies.
2.3 No
Conflict. The execution and delivery by Seller of this Agreement and the
Xxxx of Sale, and the consummation of the transactions contemplated hereby and
thereby, do not and will not conflict with or result in any violation of, or
default under, or give rise to a right of termination, cancellation,
modification or acceleration of any obligation or loss of any benefit (any such
event, a "Conflict") under (i) any provision of Seller's Articles of
Incorporation or Seller's Bylaws, each as currently in effect, (ii) any material
mortgage, indenture, lease, contract, covenant or other agreement, instrument or
commitment, permit, concession, franchise or license or any transferred contract
(each a "Material Contract" and collectively the "Material Contracts") to which
Seller or any of its properties or assets is subject, or (iii) any judgment or
any order or decree issued by a governmental entity, or to Seller's knowledge,
any other order or decree, statute, law, ordinance, rule or regulation
applicable to Seller or any of its properties or assets (tangible and
intangible).
2.4
Consents. No consent, waiver, approval, order or authorization of, or
registration, declaration or filing with any governmental entity, or a party to
any Material Contract with Seller (so as not to trigger any Conflict) is
required by or with respect to Seller in connection with the execution and
delivery of this Agreement or the Xxxx of Sale or the consummation of the
transactions contemplated hereby or thereby.
2.5 Title
to Properties. Seller has good and marketable title to the Acquired
Assets, free and clear of any liens.
2.6
Litigation. There is no action,
suit, claim, proceeding, arbitration, hearing, demand or cause of action or
investigation of any nature pending or threatened against Seller relating to the
Acquired Assets, nor is there any reasonable basis therefor. There is no
investigation or other proceeding pending or threatened relating to the Acquired
Assets by or before any governmental entity, nor is there any reasonable basis
therefor. There are no judgments and no orders or decrees issued by any
governmental entity, and to Seller's knowledge, there are no other orders or
decrees, citations, fines or penalties heretofore assessed against Seller
affecting the Acquired Assets under any foreign, federal, state or local law.
2.7
Compliance With Law. Seller has complied and is in compliance with all
applicable federal, state and local laws, statutes, licensing requirements,
rules and regulations, and judicial or administrative decisions applicable to
the Acquired Assets or the Assumed Liabilities. There is no order issued,
investigation or proceeding pending or, to Seller's knowledge, threatened, or
notice served with respect to any violation of any law, ordinance, order, writ,
decree, rule or regulation issued by any governmental entity applicable to the
Acquired Assets or the Assumed Liabilities.
2.8 Employee
Matters.
(a)
Seller is not a party to, and there does not otherwise exist, any agreements
with any labor organization or collective bargaining or similar agreement with
respect to its employees. Seller is not a party to any outstanding contract,
commission agreement, settlement agreement, or compensation agreement with any
employee. To the knowledge of Seller, there are no complaints, grievances,
arbitrations, employment-related proceedings or administrative proceedings,
either pending or threatened orally or in writing, involving any employee;
during the past five years, the business has not suffered or sustained any labor
dispute resulting in any work stoppage and no such work stoppage is, to the
knowledge of Seller, threatened.
(b) There
is no litigation brought by any of Seller’s employees currently pending against
Seller in any municipal, state or federal court or agency.
ARTICLE
3
REPRESENTATIONS AND
WARRANTIES OF BUYER
As an
inducement to Seller to enter into this Agreement, Buyer hereby represents and
warrants to Seller:
3.1
Organization of Buyer. Buyer is a corporation duly organized, validly
existing, and in good standing under the laws of Utah. Buyer has all requisite
corporate power and authority to own and use the properties owned, if any, and
used by it and to carry on its business as currently conducted and as currently
contemplated to be conducted. Buyer is duly qualified or licensed to do business
and in good standing in each jurisdiction in which the failure to be so
qualified or licensed would have a Material Adverse Effect.
3.2
Authority. Buyer has all requisite corporate power and authority to enter
into this Agreement and the Xxxx of Sale, to perform its obligations hereunder
and thereunder and to consummate the transactions contemplated hereby and
thereby. The execution and delivery of this Agreement and the Xxxx of Sale and
the consummation of the transactions contemplated hereby and thereby have been
duly authorized by all necessary corporate action on the part of Buyer, and no
further action is required on the part of Buyer to authorize this Agreement or
the Xxxx of Sale and the transactions contemplated hereby or thereby. This
Agreement and the Xxxx of Sale have been duly executed and delivered by Buyer
and constitute the valid and binding obligations of Buyer, enforceable in
accordance with their respective terms, except as such enforceability may be
limited by principles of public policy and subject to the laws of general
application relating to bankruptcy, insolvency and the relief of debtors and
rules of law governing specific performance, injunctive relief or other
equitable remedies.
3.3 No
Conflict. The execution
and delivery of this Agreement and the Xxxx of Sale to which Buyer is a party,
and the consummation of the transactions contemplated hereby and thereby, do not
and will not conflict with, or result in any violation of, or default under, or
give rise to a Conflict under (i) any provision of Buyer's Articles of
Incorporation or Buyer's Bylaws, each as currently in effect, (ii) any Material
Contract to which Buyer or any of its properties or assets are subject, or (iii)
any judgment, order, decree, statute, law, ordinance, rule or regulation
applicable to Buyer or its properties or assets.
3.4
Consents. No consent, waiver, approval, order or authorization of, or
registration, declaration or filing with, any governmental entity, or any third
party, including a party to any Material Contract with Buyer (so as not to
trigger any Conflict), is required by or with respect to Buyer in connection
with the execution and delivery of this Agreement or the Xxxx of Sale or the
consummation of the transactions contemplated hereby or thereby.
3.5
Compliance with Laws. To Buyer's
knowledge, Buyer has complied with, is not in violation of, and has not received
any notices of violation with respect to, any foreign, federal, state or local
statute, law or regulation with respect to the conduct or operation of its
business.
ARTICLE
4
COVENANTS AND
AGREEMENTS
4.1 Additional Documents and
Further Assurances.
(a) Each
party hereto, at the request of another party hereto, shall execute and deliver
such other instruments and do and perform such other acts and things as may be
reasonably necessary or desirable for effecting completely the consummation of
this Agreement and the transactions contemplated hereby.
(b)
Following the Closing, Seller will afford Buyer, its counsel and its
accountants, during normal business hours, reasonable access to the books,
records and other data, if any, relating to the Acquired Assets in Seller's
possession with respect to periods prior to the Closing and the right to make
copies and extracts there from, to the extent that such access may be reasonably
required by Buyer in connection with: (i) the preparation of tax returns; (ii)
compliance with the requirements of any governmental entity; and (iii) in
connection with any actual or threatened action or proceeding by a third
party.
4.2
Taxes.
(a) To
the extent relevant to the Acquired Assets, each party shall (i) provide the
other with such assistance as may reasonably be required in connection with the
preparation of any tax return and the conduct of any audit or other examination
by any taxing authority or in connection with judicial or administrative
proceedings relating to any liability for taxes and (ii) retain and provide the
other with all records or other information that may reasonably be relevant to
the preparation of any tax return, or the conduct of any audit or examination,
or other proceeding relating to taxes for so long as the applicable statute of
limitations has not expired. Seller shall provide Buyer with copies of all
documents, including prior years' tax returns, supporting work schedules and
other records or information with respect to all sales, use, property and
employment tax returns, absent the receipt by Seller of the relevant tax
clearance certificates. The parties hereto agree to keep all such information
confidential.
4.3 Bulk
Sales. Seller covenants to pay all of its vendors in accordance with the
terms of its obligations. Seller represents that such transfer of the Acquired
Assets is not a fraudulent conveyance.
ARTICLE
5
SURVIVAL OF REPRESENTATIONS,
WARRANTIES AND COVENANTS; INDEMNIFICATION
5.1
Survival of Representations, Warranties and Covenants. The
representations, warranties and covenants of Seller contained in this Agreement,
or in any certificate or other instrument delivered pursuant to this Agreement,
shall terminate on the one year anniversary of the Closing Date. The
representations, warranties and covenants of Buyer contained in this Agreement,
or in any certificate or other instrument delivered pursuant to this Agreement,
shall terminate on the one year anniversary of the Closing Date.
5.2
Indemnification.
(a)
Seller hereby agrees to indemnify and hold harmless Buyer, its affiliates,
officers, directors, counsel, employees and agents from and against any and all
losses, liabilities, damages, demands, claims, suits, actions, judgments or
causes of action, assessments, costs and expenses, including, without
limitation, interest, penalties, reasonable attorneys' fees, any and all
expenses incurred in investigating, preparing or defending against any
litigation, commenced or threatened, or any claim whatsoever, and any and all
amounts paid in settlement of any claim or litigation (collectively, "Damages"),
asserted against, resulting to, imposed upon, or incurred or suffered by Seller,
its affiliates, officers, directors, employees or agents, directly or
indirectly, as a result of or arising from any of the following claims
(collectively, the "Buyer Indemnifiable Claims"):
(i) any
inaccuracy in or breach or nonfulfillment of any of the representations,
warranties, covenants or agreements made by Buyer in this Agreement and the Xxxx
of Sale;
(iii) any
Claim by any person or entity for brokerage or finders' fees or commissions or
similar payments based upon any agreement or understanding alleged to have been
made by such person or entity directly or indirectly with Buyer or any of its
officers, directors or employees in connection with any of the transactions
contemplated by the Agreement or the Xxxx of Sale.
5.3 Limitation on
Liability.
Notwithstanding
anything to the contrary set forth in this Agreement or the Xxxx of Sale and
except as expressly stated otherwise below, Buyer shall not be liable for any
amounts with respect to any inaccuracy in or breach or nonfulfillment of any
representations, warranties, covenants or agreements set forth in this Agreement
or the Xxxx of Sale. Notwithstanding the foregoing, the Seller may seek
indemnification for claims of fraud or willful misconduct and claims related to
the Assumed Liabilities. Notwithstanding the foregoing, in no event shall
Buyer's liability with respect to any inaccuracy in or breach or nonfulfillment
of any representations, warranties, covenants or agreements (except for any
liability arising out of Buyer's fraud or willful misconduct and the Assumed
Liabilities) set forth in this Agreement or the Xxxx of Sale exceed $50,000 in
the aggregate.
ARTICLE
6
GENERAL
6.1
Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally or by commercial
messenger or courier service, or mailed by certified mail (return receipt
requested) or sent via nationally recognized overnight delivery service to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice:
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(a) if to Buyer, to:
US
Biodefense, Inc.
Attention: Xxxxx Xxxxxxxxx
000
Xxxxx Xx., Xxxxx 000
Xxxxxxx,
Xxxxxxx
(b) if to Seller, to:
FTS
Group, Inc.
Attention:
Xxxxx Xxxxxxxxx
000
Xxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxx,
Xxxxxxx 00000
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Notices
sent via certified mail shall be deemed effective three postal days after
deposit in the U.S. mail and those sent via overnight delivery shall be deemed
effective upon receipt or refusal.
6.2
Entire Agreement. This Agreement, the Xxxx of Sale and Exhibits hereto,
(i) constitute the entire agreement among the parties with respect to the
subject matter hereof and supersede all prior agreements and understandings both
written and oral, among the parties with respect to the subject matter hereof;
(ii) are not intended to confer upon any other person any rights or remedies
hereunder; and (iii) shall not be assigned by operation of law or
otherwise.
6.3
Severability. In the event that
any provision of this Agreement or the application thereof, becomes or is
declared by a court of competent jurisdiction to be illegal, void or
unenforceable, the remainder of this Agreement will continue in full force and
effect and the application of such provision to other persons or circumstances
will be interpreted so as reasonably to effect the intent of the parties hereto.
The parties further agree to replace such void or unenforceable provision of
this Agreement with a valid and enforceable provision that will achieve, to the
extent possible, the economic, business and other purposes of such void or
unenforceable provision.
6.4
Amendment. This Agreement may be amended by the parties hereto at any
time by execution of an instrument in writing signed on behalf of each of the
parties hereto.
6.5
Extension; Waiver. At any time prior to the Closing, Buyer, on the one
hand, and Seller, on the other hand, may, to the extent legally allowed, (i)
extend the time for the performance of any of the obligations of the other party
hereto, (ii) waive any inaccuracies in the representations and warranties made
to such party contained herein or in any document delivered pursuant hereto, and
(iii) waive compliance with any of the agreements or conditions for the benefit
of such party contained herein. Any agreement on the part of a party hereto to
any such extension or waiver shall be valid only if set forth in an instrument
in writing signed on behalf of such party. A waiver by a party of the
performance of any covenant, agreement, obligation, condition, representation or
warranty will not be construed as a waiver of any other covenant, agreement,
obligation, condition, representation or warranty. A waiver by any party of the
performance of any act will not constitute a waiver of the performance of any
other act or an identical act required to be performed at a later
time.
6.6 Dispute Resolution and
Applicable Law.
(a) The
parties shall attempt in good faith to resolve any dispute arising out of or
relating to this Agreement. In particular, those executives of the respective
parties who have authority to settle the controversy and have direct
responsibility for administration of the relationships established pursuant to
this Agreement shall attempt in good faith to negotiate a settlement pursuant to
the following process:
(b) Any
party having a dispute or claim shall give the other party written notice
stating the nature of the dispute in reasonable detail. Within ten business days
after delivery of the notice, the receiving party shall submit to the other a
written response also in reasonable detail. Within ten business days after
delivery of the written response, decision-makers from both parties shall meet
(in person or by telephone) at a mutually acceptable time and place (including
telephonic conference), and thereafter as often as they reasonably deem
necessary, to attempt to resolve the dispute. All reasonable requests for
information made by one party to the other shall be honored.
(c) If
the matter has not been resolved by the persons referred to above within ten
days of the first meeting of such persons, the dispute shall be referred to more
senior executives of each party who have authority to settle the dispute and who
shall likewise meet (in person or by telephone) to attempt to resolve the
dispute. If after such 10 day period the dispute remains unresolved, the parties
shall participate in a mediation conducted by a mutually agreed upon mediator.
If the parties resolve such dispute either alone or with the aid of the
mediator, such resolution shall be binding on the parties and a settlement
agreement shall be signed by each party.
(d) In
the event the parties are unable to resolve such dispute following the mediation
procedures provided in Section 6.6(c), either party may avail itself of any
remedies available to it, whether at law or in equity, including recourse to any
court of competent jurisdiction. Each party shall have the right to apply to a
court of competent jurisdiction at any time for a temporary restraining order,
preliminary injunction, or other interim or conservatory relief, as necessary,
notwithstanding any informal dispute resolution procedures herein.
(e) In
connection with any court proceeding relating to this Agreement or any Ancillary
Agreement, Buyer and Seller hereto irrevocably waive any jury
trial.
(f) The
parties hereto each agree to the jurisdiction of any state or federal court
sitting in the State of Florida and waive personal service of any and all
process upon it, and consent that all services of process be made as provided
herein and directed to it at its address as set forth in Section 6.1, and
service so made shall be deemed to be completed when received. The parties
hereto each waive any objection based on forum non convenience and waive any
objection to venue of any action instituted hereunder. Nothing in this paragraph
shall affect the right of the parties hereto to serve legal process in any other
manner permitted by law.
6.7
Construction.
(a) For
purposes of this Agreement, whenever the context requires: the singular number
will include the plural, and vice versa; the masculine gender will include the
feminine and neuter genders; the feminine gender will include the masculine and
neuter genders; and the neuter gender will include the masculine and feminine
genders.
(b) Any
rule of construction to the effect that ambiguities are to be resolved against
the drafting party will not be applied in the construction or interpretation of
this Agreement.
(c) As
used in this Agreement, the words "include" and "including" and variations
thereof will not be deemed to be terms of limitation, but rather will be deemed
to be followed by the words "without limitation.
6.8
Counterparts. This Agreement may
be executed in one or more counterparts, all of which shall be considered one
and the same agreement and shall become effective when one or more counterparts
have been signed by each of the parties and delivered to the other party, it
being understood that all parties need not sign the same counterpart.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE
PAGE TO FOLLOW]
IN WITNESS WHEREOF, this Asset
Purchase Agreement has been executed by the parties hereto as of the date first
above written.
SELLER
FTS
Group, Inc.
By:_/s/ Xxxxx
Rasmussen___
Xxxxx
Xxxxxxxxx
Its: Chief Operating Officer and
Director
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Date:
April 4, 2008
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BUYER
US
Biodefense, Inc.
By:_/s/ Xxxxx
Gallagher_____
Xxxxx
Xxxxxxxxx
Its: Chief Executive Officer and
Director
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Date:
April 4, 2008
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EXHIBIT
A
DOCUMENT OF TRANSFER / XXXX
OF SALE
This xxxx
of sale (this "Xxxx of Sale"), dated April 4, 2008, is made and entered into by
and among FTS Group, Inc., a Nevada Corporation ("Seller"), and US
Biodefense, Inc., a Utah Corporation ( the "Purchaser").
WHEREAS:
Seller
desires to sell, assign and transfer to Purchaser, and Purchaser desires to
purchase and acquire from Seller, all of Seller's right, title and interest in
and to each of the assets listed in Exhibit A (collectively, the "Purchased
Assets"), on the terms and subject to the conditions set forth in this Xxxx of
Sale.
Agreements:
In
consideration of the mutual covenants and agreements set forth in this Xxxx of
Sale, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1.
Transfer of Assets. Seller hereby sells, assigns and transfers to Purchaser and
its successors and assigns all of Seller's right, title and interest in and to
each and all of the Purchased Assets, free and clear of all
encumbrances.
2. No
Reservations or Qualifications. The Purchased Assets that are being sold,
assigned and transferred by this Xxxx of Sale are being sold, assigned and
transferred to Purchaser without reservation or qualification, and Seller hereby
agrees to defend the sale, assignment and transfer of the Purchased Assets made
hereby to Purchaser against all persons and entities lawfully claiming the whole
or any part thereof.
3.
Further Assurances. Seller hereby covenants and agrees with Purchaser that it
shall, at any time and from time to time, upon written request, duly execute and
deliver all such documents, instruments, forms and authorizations as may be
necessary for Seller to vest title in and to each and all of the Purchased
Assets in Purchaser and to validly sell, assign and transfer to Purchaser all of
Seller's right, title and interest in and to each and all of the Purchased
Assets and to otherwise give effect to the terms hereof, including any and all
consents to, and releases with respect to, such sale, assignment and transfer as
may be required.
4.
Miscellaneous. This Xxxx of Sale shall be governed by the internal substantive
laws of the United States of America and the State of Florida, and it shall be
deemed to have been executed within the State of Florida. All of the terms and
provisions of this Xxxx of Sale shall be binding upon, and shall inure to the
benefit of, each of the parties hereto and their respective successors and
assigns. If any provision of this Xxxx of Sale is found to be invalid by any
court having competent jurisdiction, the invalidity of such provision shall not
affect the validity of the remaining provisions of this Xxxx of Sale, which
shall remain in full force and effect. Any and all disputes arising under or
concerning this Xxxx of Sale must be brought in the state or federal courts
sitting in the State of Florida, and each party hereby consents to the exercise
of jurisdiction by such courts over any such disputes. No waiver of any term of
this Xxxx of Sale shall be deemed a further or continuing waiver of such term or
any other term. Any changes to this Xxxx of Sale must be made in writing, signed
by an authorized representative of each party hereto.
5.
Notices. All notices or other communications which are required or may be given
hereunder shall be in writing and shall be deemed to be sufficient if delivered
personally, telecopied, sent by nationally-recognized, overnight courier or
mailed by registered or certified mail (return receipt requested), postage
prepaid, to the parties at the following addresses (or at such other address for
a party as shall be specified by like notice):
If
to Seller:
FTS
Group, Inc.
Attn:
Xxxxx Xxxxxxxxx/COO
000 Xxxxx
Xx., Xxxxx 000,
Xxxxxxx,
Xxxxxxx, 00000
If
to Purchaser:
US
Biodefense, Inc.
Attn:
Xxxxx Xxxxxxxxx/CEO
000 Xxxxx
Xx., Xxxxx 000,
Xxxxxxx,
Xxxxxxx, 00000
All such
notices and other communications shall be deemed to have been given and received
(i) in the case of personal delivery, on the date of such delivery, (ii) in the
case of delivery by telecopy, on the date of such delivery (if sent on a
business day, or if sent on other than a business day, on the next business day
after the date sent), (iii) in the case of delivery by nationally-recognized,
overnight courier, on the business day following dispatch, and (iv) in the case
of mailing, on the third business day following such mailing.
IN
WITNESS WHEREOF, Seller and Purchaser have caused this Xxxx of Sale to be
executed and delivered by their respective duly authorized representatives as of
the date first written above.
"PURCHASER"
US
Biodefense, Inc., a Utah Corporation
By:_______________________
Name:
Xxxxx Xxxxxxxxx/CEO
"SELLER"
FTS
Group, Inc., a Nevada Corporation
By:_______________________
Name:
Xxxxx Xxxxxxxxx/CEO
"WITNESS"
By:_______________________
Name:
Xxxxx X. Xxxxxxxxx
