ASSET REPURCHASE AGREEMENT
Exhibit
10.1
This
Asset Repurchase Agreement is entered into this 27th day
of March 2008 by and among Xxxxxxx X. Xxxxx, XX (“Buyer”) and W.E. Rock
Event, Inc. , a Nevada corporation (“Seller”).
RECITALS
WHEREAS,
Buyer and Seller entered into an Asset Purchase Agreement dated September 28,
2007 (“Purchase Agreement”)
pursuant to which the Seller acquired certain assets and assumed certain
liabilities of the Buyer (
referred to as “ Acquired Assets” and “Assumed Liabilities” in the Purchase
Agreement).
WHEREAS,
Seller desires to resell and reassign the Acquired Assets to Buyer and
Buyer wishes to
repurchase the Acquired Assets and reassume the Assumed
Liabilities.
NOW.
THEREFORE, in consideration of the premises and the mutual promises herein made,
and in consideration of the representations, warranties covenants contained
herein, the parties agree as follows:
1. Definitions. When
used in this Agreement, the terms set forth below and those defined throughout
the Agreement when initially capitalized shall have the meanings ascribed to
them.
"Adverse Consequences"
means all legal actions, suits, proceedings, hearings, governmental
investigations, complaints, claims, demands, injunctions, judgments, orders,
decrees, rulings, damages, penalties, fines, costs, liabilities, obligations,
taxes, liens, losses, expenses, and fees, including litigation costs and
reasonable attorneys' fees and expenses.
"Acquired Assets"
means all of the right, title, and interest that Seller possesses and has the
right to transfer in and to the assets set forth in Schedule A attached hereto
and incorporated by this reference.
"Assumed Liabilities"
means the liabilities and obligations of Seller set forth in Schedule
B attached hereto and incorporated by this reference.
"Closing" has the
meaning set forth in Section 2(d) below.
"Closing Date" has the
meaning set forth in Section 2(d) below.
"Code" means the
Internal Revenue Code of 1986, as amended.
"Confidential
Information" means any confidential, trade secret or other proprietary
information (in whatever form or media, and whether or not marked as
confidential) pertaining to Seller including without limitation any and all
information, documents and other materials concerning the business and affairs
of Seller that is not already generally available to the public at the time of
disclosure to Buyer hereunder.
"GAAP" means United
States generally accepted accounting principles as in effect from time to
time.
"Income Tax" means any
federal, state, local, or foreign income tax, including any interest, penalty,
or addition thereto, whether disputed or not.
"Income Tax Return"
means any return, declaration, report, claim for refund, or information return
or statement relating to Income Taxes, including any schedule or attachment
thereto.
"Knowledge" means
actual knowledge without independent investigation.
"Ordinary Course of
Business" means the ordinary course of business consistent with past
custom and practice, including with respect to quantity and
frequency.
"Party" has the
meaning set forth in the preface above.
"Person" means an
individual, a partnership, a corporation, an association, a joint stock company,
a trust, a joint venture, an unincorporated organization, or a governmental
entity (or any department, agency, or political subdivision
thereof).
"Purchase Price" has
the meaning set forth in Section 2(c) below.
"Securities Act" means
the Securities Act of 1933, as amended.
"Securities Exchange
Act" means the Securities Exchange Act of 1934, as amended.
"Security Interest"
means any mortgage, pledge, lien, encumbrance, charge, or other security
interest, other
than (a) mechanic's, materialmen's, and similar liens, (b) liens for
taxes not yet due and payable or for taxes that the taxpayer is contesting in
good faith through appropriate proceedings, (c) purchase money liens and liens
securing rental payments under capital lease arrangements, and (d) other liens
arising in the Ordinary Course of Business and not incurred in connection with
the borrowing of money.
"Subsidiary" means any
corporation with respect to which a specified Person (or a Subsidiary thereof)
owns a majority of the common stock or has the power to vote or direct the
voting of sufficient securities to elect a majority of the
directors.
2. Basic
Transaction.
(a) Purchase and Sale of
Assets. On and subject to the terms and conditions of this
Agreement, Seller agrees to purchase from Buyer, and Buyer agrees to sell,
transfer, convey, and deliver to Seller, all of the Acquired Assets at the
Closing for the consideration specified below in this Section 2.
(b) Assumption of
Liabilities. On and subject to the terms and conditions of
this Agreement, Buyer agrees to assume and become responsible for all of the
Assumed Liabilities at the Closing.
(c) Purchase
Price. The purchase price to be paid by Buyer for the Acquired
Assets will be as follows:
|
(i)
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The
assumption of the Assumed
Liabilities;
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(ii)
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The
cancellation by Buyer of Seller’s of its non-negotiable secured
convertible demand promissory note (“Original Seller
Note”) delivered to Buyer under the Asset Purchase
Agreement;
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(iii)
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Termination
by Buyer of the General Security Agreement dated September 28, 2007
between Seller and Buyer
(“Original Security
Agreement”);
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(iv)
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Issuance
by Buyer to Seller, or Seller’s designee, of $125,000 of sponsorship
considerations for all events to be held by Buyer during calender year
2008.
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(d) The
Closing. The closing of the transactions contemplated by this
Agreement ("Closing")
shall take place at the offices of Xxxxxx X. Xxxxxxxxx, Attorney at
Law, at 000 XX Xxxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000 on the second
business day following the satisfaction or waiver of all conditions to the
obligations of the Parties to consummate the transactions contemplated hereby,
other than conditions with respect to actions the respective Parties will take
at the Closing itself, or such other date as the Parties may mutually
determine ( "Closing Date");
provided,
however that the Closing Date shall be no later than April 1,
2008.
(e) Deliveries at the
Closing. In addition to any other documents to be delivered
under other provisions of this Agreement, at the Closing:
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(i)
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Seller will
execute and deliver to Buyer:
|
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(A)
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a
xxxx of sale for the Acquired Assets in the form attached hereto as
Exhibit 2(e)(i);
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(B)
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such
other deeds, bills of sale, assignments, certificates of title, documents
and other instruments as may reasonably be requested by Buyer, each in a
form and substance satisfactory to Buyer, as the case may be, and their
legal counsel;
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(ii)
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Buyer
will deliver to Seller:
|
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(A)
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the
Original Seller Note marked
“CANCELLED”;
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(B)
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the
termination of the Original Security
Agreement;
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(C)
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the
Assumption Agreement in the form attached hereto as Exhibit
2(e)(ii);
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(D)
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the
termination of Buyer’s employment agreement with
Seller.
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3. Representations and
Warranties of Seller. Seller represents and warrants to Buyer
that the statements contained in this Section 3 are correct and complete as of
the date of this Agreement and will be correct and complete as of the Closing
Date, as though made then and as though the Closing Date were substituted for
the date of this Agreement throughout this Section
(a) Noncontravention. Neither
the execution and the delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, including the assignments and assumptions
referred to in Section 2 above, will (i) violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling, charge, or other
restriction of any government, governmental agency, or court to which Seller is
subject, or (ii) conflict with, result in a breach of, constitute a default
under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice under any
agreement, contract, lease, license, instrument, or other arrangement to which
Seller is a party or by which he is bound or to which any of his assets is
subject, or result in the imposition of any Security Interest upon any of his
assets, except where the violation, conflict, breach, default, acceleration,
termination, modification, cancellation, failure to give notice, or Security
Interest would not have a material adverse effect or on the ability of the
Parties to consummate the transactions contemplated by this
Agreement. Seller shall not be required to give any notice to, make
any filing with, or obtain any authorization, consent, or approval of any
government or governmental agency in order for the Parties to consummate the
transactions contemplated by this Agreement, including the assignments and
assumptions referred to in Section 2 above, except where the failure to give
notice, to file, or to obtain any authorization, consent, or approval would not
have a material adverse effect on the ability of the Parties to consummate the
transactions contemplated by this Agreement.
(b) Brokers'
Fees. Seller has no liability or obligation to pay any fees or
commissions to any broker, finder, or agent with respect to the transactions
contemplated by this Agreement for which Buyer could become liable or
obligated.
(c) Title
to Assets. Seller has good and
marketable title to the Acquired Assets free of any liens and
encumbrances.
(d) Disclaimer of other
Representations and Warranties. Except as expressly set forth
in this Section 3, Seller makes no representation or warranty, express or
implied, at law or in equity, in respect of the Acquired Assets and the Assumed
Liabilities with respect to merchantability or fitness for any particular
purpose, and any such other representations or warranties are hereby expressly
disclaimed. Buyer hereby acknowledges and agrees that, except to the
extent specifically set forth in this Section 3, it is purchasing the Acquired
Assets on an "as-is, where-is" basis. Without limiting the generality
of the foregoing, Seller makes no representation or warranty regarding any
assets other than the Acquired Assets or any liabilities other than the Assumed
Liabilities, and none shall be implied at law or in equity.
4. Pre-Closing
Covenants. The Parties agree as follows with respect to the
period between the execution of this Agreement and the Closing.
(a) General. Each
of the Parties will use its reasonable best efforts to take all action and to do
all things necessary in order to consummate and make effective the transactions
contemplated by this Agreement, including satisfaction, but not waiver, of the
closing conditions set forth in Section 6 below.
(b) Ownership of Acquired
Assets. Seller will not engage in any practice, take any
action, or enter into any transaction which will have the affect of causing an
Adverse Consequence to the Acquired Assets.
(c) Confidentiality.
Each of the Parties will treat and hold in the strictest confidence any
Confidential Information it receives from the other in the course of the
negotiation and preparation of this Agreement and will not use any of the
Confidential Information except in connection with this Agreement, and in
addition shall not directly or indirectly disclose, copy, distribute, republish
or allow any third party to have access to any Confidential Information except
to the extent necessary to effect the transactions contemplated under this
Agreement, and in such cases solely to their respective officers, counsel,
accountants and similar agents,
and, if this Agreement is terminated for any reason whatsoever, will
return to Company all tangible embodiments, and all copies of the
Confidential Information which are in their respective possession, custody or
control.
5. Conditions to Obligation to
Close.
(a) Conditions to Obligation of
Buyer. The obligation of Buyer to consummate the transactions
to be performed by them in connection with the Closing is subject to
satisfaction of the following conditions:
|
(i)
|
the
representations and warranties set forth in Section 3 above shall be true
and correct in all material respects at and as of the Closing
Date;
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(ii)
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Seller
shall have performed and complied with all of its covenants hereunder in
all material respects through the
Closing;
|
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(iii)
|
there
shall not be any injunction, judgment, order, decree, ruling, or charge in
effect preventing consummation of any of the transactions contemplated by
this Agreement;
|
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(iv)
|
all
actions to be taken by Seller in connection with consummation of the
transactions contemplated hereby and all certificates, instruments, and
other documents required to effect the transactions contemplated hereby
will be reasonably satisfactory in form and substance to Rhino and
Seller.
|
Each
Buyer may waive any condition specified in this Section 5(a) if it executes a
writing so stating at or prior to the Closing.
(b) Conditions to Obligation of
Seller. The obligation of Seller to consummate the
transactions to be performed by him in connection with the Closing is subject to
satisfaction of the following conditions:
|
(i)
|
there
shall not be any injunction, judgment, order, decree, ruling, or charge in
effect preventing consummation of any of the transactions contemplated by
this Agreement.
|
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(ii)
|
all
actions to be taken by Rhino and Seller in connection with consummation of
the transactions contemplated hereby and all certificates, instruments,
and other documents required to effect the transactions contemplated
hereby will be reasonably satisfactory in form and substance to
Company.
|
Seller
may waive any condition specified in this Section 5(b) if it executes a writing
so stating at or prior to the Closing.
6. Termination.
(a) Termination of
Agreement. The Parties may terminate this Agreement as
provided below:
|
(i)
|
The
Parties may terminate this Agreement by written consent of all Parties at
any time prior to the Closing;
|
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(ii)
|
Buyer
may terminate this Agreement by giving written notice to Seller at any
time prior to the Closing (A) in the event Seller has breached
any representation, warranty, or covenant contained in this
Agreement in any material respect, Buyer has notified Seller of the
breach, and the breach has continued without cure for a period of thirty
(30) days after the notice of
breach;
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(iii)
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Seller
may terminate this Agreement by giving written notice to Buyer at any time
prior to the Closing (A) in the event Buyer has failed to perform any
obligation called for by this Agreement, Seller has notified Buyer of the
failure to perform, and the nonperformance has continued
without cure for a period of thirty (30) days after the notice of
breach.
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(b) Effect of
Termination. If any Party terminates this Agreement pursuant
to Section 6(a) above, all rights and obligations of the Parties hereunder shall
terminate without any liability of any Party to any other Party, except for any
liability of any Party then in breach; provided, however,
that the confidentiality provisions contained in Section4(c) above shall survive
termination.
7. Indemnification.
(a) Indemnification Provisions
for Benefit of Seller.
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(i)
|
In
the event Buyer breaches any of his representations, warranties, and
covenants contained in this Agreement, then Buyer agrees to indemnify each
of Rhino, Seller, their respective directors, officers, shareholders,
agents, attorneys and employees (each, a“Buyer Indemnified Party”)
from and against any Adverse Consequences a Buyer Indemnified Party
shall suffer through and after the date of the claim for indemnification
caused by the breach.
|
(b) Indemnification Provisions
for Benefit of Buyer.
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(i)
|
In
the event Buyer breaches any of his covenants contained in this Agreement,
including the Assumption Agreement and other exhibits attached hereto,
then Buyer agrees to indemnify Seller, and its officers, directors and
shareholders (each, a “Seller Indemnified
Party”) from and against the entirety of any Adverse Consequences a
Seller Indemnified Party shall suffer through and after the date of the
claim for indemnification caused by the
breach.
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(c) Matters Involving Third
Parties.
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(i)
|
If
any third party shall notify any Party( "Indemnified Party")
with respect to any matter ( "Third Party Claim")
which may give rise to a claim for indemnification against any other Party
("Indemnifying Party")
under this Section 8, then the Indemnified Party shall promptly,
and in any event within seven (7) business days after receiving notice of
the Third Party Claim, notify the Indemnifying Party thereof in
writing.
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(ii)
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Any
Indemnifying Party will have the right at any time to assume and
thereafter conduct the defense of the Third Party Claim with counsel of
its choice reasonably satisfactory to the Indemnified Party;provided,
however, that the Indemnifying Party will not consent to the entry
of any judgment or enter into any settlement with respect to the Third
Party Claim without the prior written consent of the Indemnified Party,
not to be withheld unreasonably, unless the judgment or proposed
settlement involves only the payment of money damages without any
admission of liability and does not impose an injunction or other
equitable relief upon the Indemnified
Party.
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(iii)
|
Unless
and until an Indemnifying Party assumes the defense of the Third Party
Claim as provided in Section 7(c)(ii) above, however, the Indemnified
Party may defend against the Third Party Claim in any manner it reasonably
may deem appropriate.
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(iv)
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In
no event will the Indemnified Party consent to the entry of any judgment
or enter into any settlement with respect to the Third Party Claim without
the prior written consent of the Indemnifying Party, not to be withheld
unreasonably.
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9. Miscellaneous.
(a) Survival of Representations
and Warranties. All of the representations and warranties of
the Parties contained in this Agreement shall survive the Closing hereunder,
except as otherwise expressly provided herein.
(b) Press Releases and Public
Announcements. No Party shall issue any press release or make
any public announcement relating to the subject matter of this Agreement without
the prior written approval of the other Party; provided, however, that any Party
may make any public disclosure it believes in good faith is required by
applicable law or any listing or trading agreement concerning publicly-traded
securities, in which case the disclosing Party will use its best efforts to
advise the other Party prior to making the disclosure.
(c) No Third-Party
Beneficiaries. This Agreement shall not confer any rights or
remedies upon any Person other than the Parties and their respective successors
and permitted assigns.
(d) Entire
Agreement. This Agreement, including the documents referred to
herein, constitutes the entire agreement between the Parties and supersedes any
prior understandings, agreements, or representations by or between the Parties,
written or oral, related to the subject matter hereof.
(e) Succession and
Assignment. This Agreement shall be binding upon and inure to
the benefit of the Parties named herein and their respective successors and
permitted assigns. No Party may assign either this Agreement or any
of its rights, interests, or obligations hereunder without the prior written
approval of the other Party.
(f) Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together will constitute one and the same
instrument.
(g) Headings. The
section headings contained in this Agreement are inserted for convenience only
and shall not affect in any way the meaning or interpretation of this
Agreement.
(h) Notices. All
notices, requests, demands, claims, and other communications hereunder will be
in writing. Any notice, request, demand, claim, or other
communication hereunder shall be in writing and shall be deemed given
to a Party when (a) delivered to the appropriate address by hand or by
nationally recognized courier service, costs prepaid; (b) sent by facsimile or
e-mail with confirmation of transmission by the transmitting equipment; or (c)
received or rejected by the addressee, if sent by registered or certified mail,
return receipt requested, postage prepaid, in each case to the following
addresses, facsimile numbers or e-mail addresses and marked to the attention of
the person designated as set forth below:
If
to Seller:
Water
Xxxxx
0000
Xxxxxx Xxxxx Xxxxx
Xxxxxxxxx,
XX 00000
Facsimile:
E-mail:
If
to Buyer:
Xxxxxxx
X. Xxxxx XX
0000
Xxxxx Xxxx
Xxxxxxxxxxx,
XX 00000
Facsimile:
E-mail:
Any Party
may change the address to which notices, requests, demands, claims, and other
communications hereunder are to be delivered by giving the other Party notice in
the manner herein set forth.
(i) Governing
Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Nevada without giving effect
to any choice or conflict of law provision or rule. Each Party hereby submits to
the exclusive jurisdiction and venue of the state courts located in Xxxxx
County, Nevada and federal courts located in Nevada over any dispute
arising under this Agreement.
(j) Amendments and
Waivers. No amendment of any provision of this Agreement shall
be valid unless the same shall be in writing and signed by all
Parties. No waiver by any Party of any default, misrepresentation, or
breach of warranty or covenant hereunder, whether intentional or not, shall be
deemed to extend to any prior or subsequent default, misrepresentation, or
breach of warranty or covenant hereunder or affect in any way any rights arising
by virtue of any prior or subsequent such occurrence.
(k) Severability. Any
term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability of
the remaining terms and provisions hereof or the validity or enforceability of
the offending term or provision in any other situation or in any other
jurisdiction.
(l) Construction. The
Parties have participated jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the Parties and no presumption or burden of proof shall arise favoring or
disfavoring any Party by virtue of the authorship of any of the provisions of
this Agreement. Any reference to any federal, state, local, or
foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires
otherwise. The word "including" shall mean including without
limitation.
(m) Incorporation of Exhibits
and Schedules. The Exhibits and Schedules identified in this
Agreement are incorporated herein by reference and made a part
hereof.
(n) Advice of
Counsel. This Agreement was prepared by
legal counsel to the Seller. Buyer has been advised to seek and obtain his own
legal counsel and representation in connection with this Agreement and Buyer has
informed Seller that Buyer elects not to obtain such legal counsel and
representation.
IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement effective as of
the date first above written.
SELLER:
W.E. ROCK
EVENT, INC.
a Nevada
corporation
| By: | /s/ XXXX XXXXX | ||
| Xxxx Xxxxx, President | |||
| BUYER: | |||
| /s/ XXXXXXX X. XXXXX XX | |||
| Xxxxxxx X. Xxxxx XX | |||
Asset Repurchase Agreement- Page
9
Addendum
to Agreement
Xxxxxxx
X. Xxxxx, XX and W.E.Rock Event, Inc.
Sponsorship
Xxxxxxx Xxxxx
will provide Rhino Outdoor International, Inc. (”ROI”) and its operating
subsidiaries $125,000 in value during the 2008 W.E.Rock series through banner
site location advertising, vendor booths, and primary coverage in all media
participation including but not limited to “Announcements by Microphone” that
ROI or it’s assigned subsidiary is a primary sponsor of W.E.Rock and has
exclusive rights for “Dune Buggy or similar Off-Road product” placement at each
W.E.Rock event. ROI will get first choice of booth location in vendor
row.
There are
8 scheduled events for 2008, and ROI will receive one-full page advertising in
each program, and if W.E.Rock does not secure a Sponsor paying more than
$125,000 in 2008, ROI will be considered the “Primary” sponsor of W.E.Rock and
be granted all favored nations rights, including any perks or options that any
sponsor may negotiate with W.E.Rock independently. Such as, inclusion
of name or 15 second spots in radio or primary Logo placement on billboard
ads. Xxxxx agrees to provide ROI with original copy of all
sponsorship deals it negotiates during 2008.
Sponsorship
Sales
Xxxxx
recognizes that ROI and it’s subsidiaries has invested time and resources in
marketing sponsorships for W.E.Rock and during 2008 any sponsors that ROI or
it’s agents, affiliates, subsidiaries or officers have proposed W.E.Rock
sponsorships to - ROI will be compensated at 50% of the total
collected. The list of potential sponsorships includes but is not
limited to, NOS, Shark Energy Drinks, Sway a Way, Herbalife, AlphaTrade,
Quicksand Performance, YamaBuggy, Rhino Linings, or Rhino Off-Road
RTV’s.
ROI will
cap it’s collection of this fee at $125,000, and after ROI has collected the
full $125,000 during 2008 ROI will reduce it’s commissions to 20% for any
sponsorships it delivers to W.E.Rock.
ROI – Driver
Debts
ROI/W.E.Rock
Event, Inc. assumed approximately $80,000 in driver debts owed by Xxxxx when it
acquired the assets, and ROI paid those debts with cash and stock negotiated by
officers of ROI at the time. ROI accepts liability to assure that
original list of driver debts is satisfied. Xxxxx will not be
responsible for any driver liabilities listed on the original list of debts
assumed by ROI/W.E.Rock Event, Inc.
Other
Debts
Xxxxx
recognizes that ROI used its best efforts in negotiating some of Xxxxx’x other
debts with companies like Shotcrete, RPM video, Xxxxxx Xxxxxxx, and Xxxxx
accepts full responsibility to satisfy those liabilities. ROI is not
responsible to administrate or negotiate any further for Xxxxx and Xxxxx agrees
to fulfill his obligation with those debts not acquired by ROI/W.E.Rock Event,
Inc.
Agreed
to:
|
W.E.
Rock Event, Inc.
|
/s/
XXXXXXX X. XXXXX, XX
|
|||
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By:
/s/ XXXX XXXXX, President
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Schedule A
Schedule A - Acquired
Assets
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1. Maxxis
Sponsorship receivable - $6750.00
|
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2. 97'
6500 Top Kick
|
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3. 44'
race trailer
|
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4. Computers
(2 PC's and 2 laptops)
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5. Misc.
supplies
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6. Misc.
equipment
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Schedule B
Schedule B - Assumed
Liabilities
|
Liabilities
|
|||||
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Driver
Name
|
Amount
|
Contact
|
|||
|
Xxxxx
Xxxxxxx
|
$ |
215.00
|
|||
|
Xxxxx
Xxxxxx
|
$ |
1,558.00
|
|||
|
Xxx
Xxxxx
|
$ |
283.00
|
|||
|
Xxxx
Xxxxxxxx
|
$ |
1,290.00
|
|||
|
Xxxxx
Xxxxxxx
|
$ |
1,428.00
|
|||
|
Xxxxx
Xxxxxx
|
$ |
4,419.00
|
|||
|
Xxx
Xxxxx
|
$ |
204.00
|
|||
|
Xxxxx
Xxxxx
|
$ |
4,299.00
|
|||
|
Rock
Runner Racing
|
$ |
4,651.00
|
Xxxxxx
Xxxxxx
|
||
|
Xxxxxx
Racing
|
$ |
8,861.00
|
Xxxx
Xxxxxx
|
||
|
Xxx
Xxxxx
|
$ |
484.00
|
|||
|
Xxx
Xxxxxxx
|
$ |
901.00
|
|||
|
T-N-T
Off Road
|
$ |
5,522.00
|
Xxxx
Xxxxxx
|
||
|
Xxxxxxx
Xxxxxxxx
|
$ |
2,581.00
|
|||
|
Xxxxx
Xxxxxx
|
$ |
267.00
|
|||
|
Xxx
Xxxxx
|
$ |
9,266.00
|
|||
|
Xxxxxxx
Xxxxxxxx
|
$ |
5,600.00
|
Xxxx
Xxxxxxxx
|
||
|
Xxxxx
Xxxxxxxxx
|
$ |
776.00
|
|||
|
Xxxxx
Xxxxxx
|
$ |
6,066.00
|
|||
|
Xxxx
Xxxxxxx
|
$ |
232.00
|
|||
|
Xxxxx
XxXxxx
|
$ |
2,749.00
|
|||
|
Xxxx
Xxxx
|
$ |
3,226.00
|
|||
|
Xxxx
Styles
|
$ |
1;474.00
|
|||
|
Xxxxx
Xxxx
|
$ |
878.00
|
|||
|
Xxxx
Bultoch
|
$ |
690.00
|
|||
|
Xxxxx
Xxxx
|
$ |
5,431.00
|
|||
|
Xxxx
Xxxx
|
$ |
535.00
|
|||
|
Jake
Tennis
|
$ |
2,629.00
|
|||
|
Xxxxx
Xxxxx
|
$ |
328.00
|
|||
|
Xxxx
Xxxx
|
$ |
334.00
|
|||
|
Xxxxx
Xxxxxx
|
$ |
373.00
|
|||
|
Xxxx
Xxxxxx
|
$ |
780.00
|
|||
|
Xxxxx
Xxxxx
|
$ |
480.00
|
|||
|
Xxxx
Xxxxx
|
$ |
480.00
|
|||
|
Xxxxx
Xxxxxx
|
$ |
140.00
|
|||
|
Xxxx
Xxxxxxxxx
|
$ |
180.00
|
|||
|
Xxxxx
Xxxxxxxx
|
$ |
340.00
|
|||
|
Subtotal
A
|
$ |
79,950,00
|
|||
Exhibit 2(e)(i)
XXXX
OF SALE
1. Sale and
Transfer of Assets
For good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and as contemplated by the terms and conditions of that certain
Asset Repurchase Agreement dated as of March 27, 2008 to which the
undersigned is the seller
(“Seller”) and Xxxxxxx X. Xxxxx, is the buyer, (collectively, “Buyer”) ,
Seller hereby sells, transfers, assigns, conveys, grants and delivers to Buyer,
all of Seller’s right, title and interest in and to all of the
assets
( “Assets” ) described
in Exhibit A attached hereto.
2. Further
Actions
Seller
covenants and agrees to warrant and defend the sale, transfer, assignment,
conveyance, grant and delivery of the Assets hereby made against all persons
whomsoever, to take all steps reasonably necessary to establish the record of
Buyer’s’ title to the Assets and, at the request of the Buyer, to execute and
deliver further instruments of transfer and to take such other action as Buyer
may reasonably request to more effectively transfer and assign to and vest in
Buyer the Assets, all at the sole cost and expense of
Seller.
3. Terms
of the Asset Purchase Agreement
The terms
of the Asset Repurchase Agreement, including but not limited to the Seller’s
representations and warranties relating to the Assets, are
incorporated herein by this reference. The Seller acknowledges and agrees that
the representations and warranties contained in the Asset Repurchase Agreement
shall not be superceded hereby but shall remain in full force and effect. In the
event of any conflict or inconsistency between the terms of the Asset Repurchase
Agreement and the terms of this Xxxx of Sale, the terms of the Asset Repurchase
Agreement shall govern.
IN
WITNESS WHEREOF, the Seller has executed this Xxxx of Sale as of March 27,
2008
.
| W.E. ROCK EVENT, INC. | |||
|
|
By:
|
/s/ XXXX XXXXX | |
| Xxxx Xxxxx, President | |||
EXHIBIT
2(e)(ii)
ASSUMPTION
AGREEMENT
THIS
ASSUMPTION AGREEMENT (“Assumption”) is made and
entered into effective as of March 27, 2008 by and between W.E. Rock Event,
Inc., a Nevada corporation
(“Assignor”) and Xxxxxxx X. Xxxxx XX (“Assignee”), All
capitalized terms used herein that are defined in the Agreement, defined below,
shall have the same meaning herein as specified in the Agreement, unless
otherwise expressly defined herein.
RECITALS
WHEREAS,
Assignor is selling and transferring to Assignee substantially all of the assets
of Assignor’s business pursuant to an Asset Repurchase Agreement dated March 27,
2008 (“Agreement”) by
and between Assignee and Assignor; and
WHEREAS,
pursuant to the Agreement, Assignee is to assume certain liabilities of
Assignor.
NOW,
THEREFORE, in consideration of the foregoing, of the mutual covenants herein set
forth and of other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. Assumption of
Obligations.
Assignee
hereby assumes and agrees to pay, perform, fulfill and discharge in full, as and
when due, all liabilities and obligations arising under or pursuant to the
Assumed Liabilities. Assignee agrees that, upon Assignor’s reasonable
request, it shall do, execute, acknowledge, and deliver all acts, deeds,
instruments of transfer, agreements and other documents as may be reasonably
required to further effect and evidence the assumption of liabilities
hereunder.
2. Termination of General
Security Agreement.
By
executing this Assumption, Assignee acknowledges the cancellation and
termination of the General Security Agreement dated September 28, 2007 by and
between the Assignee and Assignor.
3. Effect.
This
Assumption shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, executors, legal representatives, successors
and assigns. This Assumption is being delivered pursuant to the
Agreement, shall be construed consistently therewith, and is subject to all of
the terms and conditions thereof.
Assumption Agreement- Page
1
4. Governing
Law.
This
Assumption and all performances hereunder shall be governed by and construed in
accordance with the laws of the State of Nevada.
5. Modifications.
This
Assumption may not be altered or amended and no rights hereunder may be waived
except by an instrument in writing signed by all parties hereto.
6. Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together will constitute one and the same
instrument.
IN
WITNESS WHEREOF, the parties hereto have duly executed this Assumption as of the
day and year first set forth above.
|
ASSIGNEE:
|
ASSIGNOR: | |||
| W.E. ROCK EVENT, INC. | ||||
|
/s/
XXXXXXX X. XXXXX XX
|
By: |
/s/
XXXX XXXXX
|
||
|
Xxxxxxx
X. Xxxxx XX
|
Name: |
Xxxx Xxxxx
|
||
|
|
Title: |
President
|
||
