ASSET OPTION & PURCHASE AGREEMENT
ASSET OPTION & PURCHASE AGREEMENT
THIS AGREEMENT dated for reference April 22, 2007.
BETWEEN:
Xxxxx Xxxxxxxx, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx Xxxxxxx, Xxxxx 00000 (the ”seller”)
AND:
Xxxx Industries Inc., duly incorporated under the laws of the State of Colorado and having an office at 00 Xxxxxx Xxxxxxxx, Xxx Xxxx. XX X0X 0X0 (the "Purchaser")
W H E R E A S:
A.
The Seller is the owner of a certain Internet domain names more particularly described in Schedule "A" attached hereto which forms a material part hereof (collectively, the "Option");
B.
The Seller has agreed to sell and the Purchaser has agreed to purchase a 100% right, interest and title in some eighteen domain names relating to the oil and gas industry collectively the “domain names”.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and provisos herein contained,
THE PARTIES HERETO AGREE AS FOLLOWS:
1.
SELLER’S REPRESENTATIONS
1.1
The Seller represents and warrants to the Purchaser that:
(a)
The Seller is the beneficial owner of the domain names and holds the right to transfer said domain names and establish websites for each one and links from one site to another where indicated;
(b)
The Seller holds the Domain names free and clear of all liens, charges and claims of others.;
(c)
There are no adverse claims or challenges against or to the Seller’s ownership of the domain names nor to the knowledge of the Seller is there any basis therefore and there are no outstanding agreements or options to acquire or purchase the names or any portion thereof;
(d)
The Seller has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Seller is a party or by which he is bound or to which he is subject; and
(f)
No proceedings are pending for, and the Seller is unaware of any basis for, the institution of any proceedings which could lead to the placing of either Seller in bankruptcy, or in any position similar to bankruptcy.
1.2
The representations and warranties of the Seller set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which the Purchaser has relied in entering into this Agreement and shall survive the acquisition of any interest in the domain names by the Purchaser.
2.
THE PURCHASER'S REPRESENTATIONS
The Purchaser warrants and represents to the Seller that it is a body corporate, duly incorporated under the laws of the State of Colorado with full power and absolute capacity to enter into this Agreement and that the terms of this Agreement have been authorized by all necessary corporate acts and deeds in order to give effect to the terms hereof.
3.
OPTION AND SALE OF DOMAIN NAMES
The Seller hereby sells, grants and devises to the Purchaser a 100% undivided right, title and interest in and to the eighteen domain names for a total purchase price of $10,000 per domain name for a total consideration of $180,000 and 500,000 shares of the purchaser’s common stock bearing appropriate trading restrictions. Purchaser agrees to advance a $5,000.00 good faith deposit (to be deducted from the final purchase price at closing) and the 500,000 shares of common stock both of which shall be non-refundable.
4.
CLOSING
The sale and purchase of the interest in the Lease shall be closed concurrently with the execution of this Agreement at 5:30 P.M. on June 30, 2008 at the offices of the Seller, or such other place and time acceptable to both parties.
5.
FORCE MAJEURE
If the Purchaser is prevented from or delayed in complying with any provisions of this Agreement by reason of strikes, labor disputes, lockouts, labor shortages, power shortages, fires, wars, acts of God, governmental regulations restricting normal operations or any other reason or reasons beyond the control of the Purchaser, the time limited for the performance of the various provisions of this Agreement as set out above shall be extended by a period of time equal in length to the period of such prevention and delay, and the Purchaser, insofar as is possible, shall promptly give written notice to the Seller of the particulars of the reasons for any prevention or delay under this section, and shall take all reasonable steps to remove the cause of such prevention or delay and shall give written notice to the Seller as soon as such cause ceases to exist.
6.
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement to date between the parties hereto and supersedes every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise, between the parties with respect to the subject matter of this Agreement.
7.
NOTICE
7.1
Any notice required to be given under this Agreement shall be deemed to be well and sufficiently given if delivered to the other party at its respective address first noted above, and any notice given as aforesaid shall be deemed to have been given, if delivered, when delivered, or if mailed, on the fourth business day after the date of mailing thereof.
7.2
Either party may from time to time by notice in writing change its address for the purpose of this paragraph.
8.
RELATIONSHIP OF PARTIES
Nothing contained in this Agreement shall, except to the extent specifically authorized hereunder, be deemed to constitute either party a partner, agent or legal representative of the other party.
9.
FURTHER ASSURANCES
The parties hereto agree to do or cause to be done all acts or things necessary to implement and carry into effect the provisions and intent of this Agreement.
10.
TIME OF ESSENCE
Time shall be of the essence of this Agreement.
11.
TITLES
The titles to the respective sections hereof shall not be deemed a part of this Agreement but shall be regarded as having been used for convenience only.
12.
NONSEVERABILITY
This Agreement shall be considered and construed as a single instrument and the failure to perform any of the terms and conditions in this Agreement shall constitute a violation or breach of the entire instrument or Agreement and shall constitute the basis for cancellation or termination.
14.
APPLICABLE LAW
The situs of the Agreement is Grand Prairie, TX and for all purposes this Agreement will be governed exclusively by and construed and enforced in accordance with the laws prevailing in the State of Texas.
15.
INUREMENT
This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF this Agreement has been executed as of the day and year first above written.
PURCHASER: XXXX INDUSTRIES INC.
Per: ____________________________
Xxxx Xxxxxxxxx, President
SELLER:
____________________________
Xxxxx Xxxxxxxx
SCHEDULE "A"
PURCHASE AGREEMENT DOMAIN NAMES
1.
xxx-x-xxxxxxxxxxxx.xxx
2.
xxx-x-xxxxxxxxxxx.xxx
3.
xxx-x-xxxxxxxxxxxxxxx.xxx
4.
xxx-x-xxxxxxxxxxxx.xxx
5.
xxx-x-xxxxxxxxxxxxxxxxxx.xxx
6.
xxx-x-xxxxxxxxxxx.xxx
7.
xxx-x-xxxxxxxxxxxxxxxxxx.xxx
8.
xxx-x-xxxxxxxxxxx.xxx
9.
xxx-x-xxxxxxxxxxxxxxx.xxx
10.
xxx-x-xxxxxxxxxxxxx.xxx
11.
xxxxxxxxxxxxxxx.xxx
12.
xxxxxxxxxx.xxx
13.
xxxxxxxxxxxxxxxx.xxx
14.
xxxxxxxxxxxxxx.xxx
15.
xxxxxxxxxxxxxxxxx.xxx
16.
xxxxxxxxxxxxxxxx.xxx
17.
xxx-x-xxxxxxx.xxx
_______________________________
Xxxxx Xxxxxxxx
________________________________
Xxxx Xxxxxxxxx
