PROPERTY TRANSFER AGREEMENT
This PROPERTY TRANSFER AGREEMENT (this "Agreement") dated as of February
1, 2002, is made by and between Xxxxxxxx Xxxxxxx and Xxxxx Xxxxxxx,
individual ("Shareholders"), and Dakota Imaging, Inc., a North Dakota
corporation (the "Corporation").
RECITALS
WHEREAS, Dakota Imaging, Inc., a North Dakota Corporation, has entered
into a merger agreement with Voyager Ventures, Inc., a Nevada corporation, on
the 4th day of February, 2002 (the "Merger") pursuant to that certain
Agreement and Plan of Merger dated February 1, 2002 (the "Merger Agreement");
and
WHEREAS, the surviving corporation, Dakota Imaging, Inc., at a date
subsequent to the Merger will change its corporate name; and
WHEREAS, the Corporation owns certain assets and property set forth on
Exhibit A attached hereto associated with the business conducted by the
Corporation prior to the Merger (hereinafter collectively referred to as the
"Assets"); and
WHEREAS, pursuant to Section 5.3(c) of the Merger Agreement,
Shareholders agreed to the cancellation of the Nine Million Four Hundred
Thousand (9,400,000) shares of the Corporation's Common Stock held by the
Shareholders (the "Shares"), effective as of the Closing (as such term is
defined in the Merger Agreement) of the Merger, in exchange for the transfer
of those certain assets as set forth on Exhibit A.
NOW, THEREFORE, in consideration of the foregoing recitals, the
following mutual covenants and agreements, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged
by each of the parties hereto, the Corporation and Shareholder hereby agree
as follows:
AGREEMENT
1. Assignment and Transfer by The Corporation. Subject to the terms and
conditions of this Agreement, the Corporation hereby transfers, assigns and
conveys to Shareholder all rights, title and interest in and to the Assets,
subject to all liens and encumbrances against such assets.
2. Acceptance by Corporation. Shareholder hereby agrees to and shall:
(a) execute the Assignment of Shares Separate From Certificate, substantially
in the form attached hereto as Exhibit B, and assigns the Shares to the
Corporation for cancellation as of the Closing as provided in the Merger
Agreement.
3. Representations and Warranties of Shareholder. The Shareholder
represents and warrants to the Corporation as follows:
(a) The Shareholders possesses all ownership rights in and to the Shares and
no other person has any rights therein or thereto.
(b) The Shareholder has paid in full all taxes, levies and other assessments
of any kind to which any of the Shares are subject.
(c) No consent, approval, notice or filing pursuant to applicable law
(including, without limitation, any community property law) or otherwise is
required to be made or to be obtained from any person not a party to this
Agreement in connection with the transactions contemplated by this Agreement,
except such consents, approvals, notices or filings as have already been made
or obtained on or prior to the date hereof.
(d) Shareholders accept the assets subject to encumbrances and liens against
such assets.
(e) Shareholders agree to indemnify Dakota to the fullest extent permitted
by applicable law against all losses, expenses (including reasonable
attorneys' fees and expenses), claims, damages or liabilities based on, or
arising out of the leases, liens, or encumbrances related to the Assets or
(ii) based on, arising out of or pertaining to the transactions contemplated
by this Agreement.
4. Tax Consequences. Shareholder will look solely to, and rely upon, his
own advisors with respect to the tax consequences of this transaction.
5. Assignment. This Agreement may not be changed, supplemented or
otherwise modified except by a writing signed by the parties hereto.
6. Notices. Any notice to be given under this Agreement shall be in
writing and shall be deemed effective upon personal delivery or upon deposit
in the U.S. mail, registered or certified, postage prepaid and properly
addressed to the party entitled to such notice at the address indicated below
such party's signature line on this Agreement or at such other address as
such party may designate by ten (10) days' advance written notice under this
section to all other parties to this Agreement.
7. No Waiver. The failure of any party at any time to enforce performance
by another party of any provision of this Agreement shall in no way affect
the party's rights to enforce that performance, nor shall the waiver by any
party of any breach of any provision of this letter agreement be deemed to be
a waiver by that party of any other breach of that provision or any other
provision of this Agreement.
8. Cancellation of Shares. Upon the cancellation of the Shares pursuant to
the transactions contemplated by the Merger Agreement, Shareholder shall no
longer have any rights as a holder of such Shares, and the Corporation shall
be deemed the owner and holder of such shares, whether or not the certificate
or certificates therefor have been delivered as required by the Merger
Agreement.
9. Shareholder Undertaking. Shareholder hereby agrees to take whatever
additional action and execute whatever additional documents the Corporation
may deem necessary or advisable in order to carry out or effect one or more
of the obligations of this Agreement.
10. Governing Law. This Agreement shall be governed by, construed under and
enforced in accordance with, the laws of the State of Nevada, as such laws
are applied to contracts entered into and performed in such State without
resort to that State's conflict-of-laws provisions.
11. Successors and Assigns. The provisions of this Agreement shall inure to
the benefit of, and be binding upon, the Corporation and its successors and
assigns and Shareholder and Shareholder's legal representatives, heirs,
legatees, distributees, assigns and transferees by operation of law, whether
or not any such person shall have become a party to this Agreement and have
agreed in writing to join herein and be bound by the terms and conditions
hereof.
12. Counterparts. This Agreement may be executed in one or more
counterparts. Each such counterpart shall be deemed to be an original and
all such counterparts shall together constitute one and the same instrument.
13. Captions. The captions and headings of the sections included in this
Agreement are inserted for convenience only and are not intended to affect
the meaning or interpretation of this Agreement.
14. Entire Agreement. This instrument contains the entire agreement of the
parties relating to the rights granted and obligations assumed in this
instrument. Any oral representations or modifications concerning this
instrument shall be of no force or effect unless contained in a subsequent
written modification signed by the party to be charged.
15. Attorneys' Fees. If any legal action, arbitration or other proceeding
is brought for the enforcement of this Agreement, or because of any alleged
dispute, breach, default or misrepresentation in connection with this
Agreement, the successful or prevailing party shall be entitled to recover
actual attorneys' fees (including fees for paraprofessionals and similar
personnel and disbursements) and other costs it incurs in that action or
proceeding, in addition to any other relief to which it may be entitled. The
parties agree that actual attorneys' fees shall be based on the attorneys'
fees actually incurred (based on the attorneys' customary hourly billing
rates) rather than the court or arbitrator making an independent inquiry
concerning reasonableness.
16. Remedies Cumulative. The remedies of each party contained in this
Agreement are cumulative and shall not exclude or diminish any other remedies
to which such party may be lawfully entitled.
17. Dispute Resolution. All claims, disputes and other matters in
controversy ("Dispute") arising directly or indirectly out of or related to
this Agreement, or the breach thereof, whether contractual or noncontractual,
and whether during the term or after the termination of this Agreement, shall
be resolved exclusively according to the procedures set forth in this
Section.
(a) Neither party shall commence an arbitration proceeding pursuant to the
provisions of paragraph (b) below unless such party shall first give a
written notice (a "Dispute Notice") to the other party setting forth the
nature of the Dispute. The parties shall attempt in good faith to resolve
the Dispute by mediation under the American Arbitration Association
Commercial Mediation Rules in effect on the date of the Dispute Notice. If
the parties cannot agree on the selection of a mediator within twenty (20)
days after delivery of the Dispute Notice, the mediator shall be selected by
the American Arbitration Association. If the Dispute has not been resolved
by mediation within sixty (60) days after delivery of the Dispute Notice,
then the Dispute shall be determined by arbitration in accordance with the
provisions of subparagraph (b) below.
(b) Any Dispute that is not settled by mediation as provided in paragraph
(a) above shall be resolved by arbitration before a single arbitrator
appointed by the American Arbitration Association or its successor in Xxxxx
County. The determination of the arbitrator shall be final and absolute.
The arbitrator shall be governed by the duly promulgated rules and
regulations of the American Arbitration Association or its successor then in
effect, and the pertinent provisions of the laws of the State of Nevada
relating to arbitration. The decision of the arbitrator may be entered as a
final judgment in any court of the State of Nevada or elsewhere.
[signature page follows]
IN WITNESS WHEREOF, each of Shareholder and the Corporation has executed
this Agreement as of the date first above written.
CORPORATION: Dakota Imaging, Inc.,
a North Dakota corporation
/S/ Xxxxxxxx Xxxxxxx
Xxxxxxxx Xxxxxxx, President & CEO
Address:
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxx Xxxxxx 00000
SHAREHOLDERS:
/S/ Xxxxxxxx Xxxxxxx
Xxxxxxxx Xxxxxxx
/S/ Xxxx Xxxxxxx
Xxxxx Xxxxxxx
SPOUSAL CONSENT
The undersigned, the spouse of Xxxxxxxx Xxxxxxx, does hereby consent to
the terms and provisions of this Agreement dated February 1, 2002, to which
this Spousal Consent is attached. I hereby certify that I had read the
foregoing Agreement; that I understand the terms thereof; that I have been
advised of my property rights therein; and that I agree to be bound and to
sell, assign and transfer any interest I may have under the provisions
thereof.
Dated: February 1, 2002 /S/Xxxxxxxx Xxxxxxx
SPOUSAL CONSENT
The undersigned, the spouse of Xxxxx Xxxxxxx, does hereby consent to the
terms and provisions of this Agreement dated February 1, 2002, to which this
Spousal Consent is attached. I hereby certify that I had read the foregoing
Agreement; that I understand the terms thereof; that I have been advised of
my property rights therein; and that I agree to be bound and to sell, assign
and transfer any interest I may have under the provisions thereof.
Dated: February 1, 2002 /S/ Xxxx Xxxxxxx
EXHIBIT A
DESCRIPTION OF ASSETS
The property assets of Dakota Imaging, Inc. which were owned and
used by Dakota Imaging, Inc. and/or the directors and officers of Dakota
Imaging, Inc. prior to the Merger as follows:
1. Ultrasound Equipment-This equipment is subject to a long-term lease.
The current lease expires in July 2004 and requires monthly payments of
$4,354 plus sales tax. At the expiration of the lease, the lessee has the
option of returning the equipment to the lessor.
2. GMAC 97' Astro Van subject to a note dated December 20, 1996. The note
calls for an interest rate of 3.9% with monthly payments of interest and
principal of $515.24 maturing on January 4, 2002.
3. GMAC 2000' Chev Flletside Truck subject to note dated March 18, 2000.
The note calls for an interest rate of 12% with monthly payments of interest
and principal of $555.44 and maturing on March 18, 2003 with a balloon
payment of $18,903 due at maturity.
4. GMAC 2002' Chev Flletside Truck subject to a note dated October 4, 2001.
The note calls for a 0% interest rate with monthly payments of interest and
principal of $297.90 and maturing on November 18, 2004.
5. GMAC 2001' Chev Astro Van subject to a noted dated August 28, 2001. The
note calls for an interest rate of 2.8% with monthly payments of interest and
principal of $356.20 maturing in October 2006.
6. All assets in the Xxxxxxx Xxxxx account. Account #00000000
7. All inventory and misc. equipment belonging to Dakota Imaging.
8. 1991 Ford Club Wagon Van.
EXHIBIT B
ASSIGNMENT OF SHARES SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED Xxxxxxxx Xxxxxxx hereby sells, assigns and transfers
unto Dakota Imaging, Inc. (the "Corporation"), ____ Million ___ Hundred and
___ Thousand (_________) shares of the Common Stock of the Corporation
standing in the name of Xxxxxxxx Xxxxxxx on the books of the Corporation
represented by Certificate No. ________ herewith and does hereby irrevocably
constitute and appoint Xxxxx Xxxxxxxx as Attorney to transfer the said stock
on the books of the Corporation with full power of substitution in the
premises.
Dated: February 1, 2002 /S/ Xxxxxxxx Xxxxxxx
Xxxxxxxx Xxxxxxx
FOR VALUE RECEIVED Xxxxx Xxxxxxx hereby sells, assigns and transfers
unto Dakota Imaging, Inc. (the "Corporation"), ____ Million ___ Hundred and
___ Thousand (_________) shares of the Common Stock of the Corporation
standing in the name of Xxxxx Xxxxxxx on the books of the Corporation
represented by Certificate No. ________ herewith and does hereby irrevocably
constitute and appoint Xxxxx Xxxxxxxx as Attorney to transfer the said stock
on the books of the Corporation with full power of substitution in the
premises.
Dated: February 1, 2002 /S/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx
