ATK OF OKLAHOMA AND US HIGHLAND
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT ("Agreement") is by and between the
Parties below. The Effective Date of this Agreement is March 31, 2010
("Effective Date").
PARTIES
US Highland, Inc. ("USH")
00000 Xxxxx Xxxxx Xxxxxx
Xxxxxx, XX 00000
ATK of Oklahoma, Inc. ("ATKOK")
0000 X. 00xx Xx. X.
Xxxxx, XX 00000
AGREEMENT
Purchase Agreement. US Highland, Inc. agrees to purchase components
inventory for valuable consideration including the sum of $1,000,000,
including $828,300 in US Highland, Inc. restricted common stock at an
agreed basis of $4 per share for a total of 207,075 shares and $171,700
in cash (previously paid).
Governing Law; Venue; Arbitration. This Agreement shall be governed by,
and construed in accordance with, the substantive laws of the State of
Oklahoma. Actions or proceedings litigated in connection with this
Agreement, if any, shall be conducted exclusively in the state and
federal courts located in the State of Oklahoma. Any dispute or
controversy arising under or from this agreement, or related in any way
whatsoever to this agreement, shall be resolved by arbitration before a
three arbitrator panel in accord with the commercial rules of the
American Arbitration Association. After delivery of the final payment
to the Seller, the Governing Law and Venue shall change from Oklahoma
to Idaho for any issues arising after the final payment which issues
are not related to payments to the Seller or royalties to the Seller.
Successors and Assigns. The representations and warranties made by the
Parties are binding on the respective parties, successors, and assigns.
Counterparts. This Agreement may be executed by the Parties in separate
counterparts, each of which shall be deemed an original.
Acceptance. This Agreement is not binding on either Party until signed
by both parties.
Severability and Precedence of this Agreement. If any provision of this
agreement shall be judicially determined to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.
The Parties hereby agree by affixing their signatures below:
USH: ATKOK:
/s/Xxxxxx Xxxxxxx /s/Xxxxx Xxxxx
-------------------------- ------------------------
Authorized for USH Authorized for ATKOK
