ASSET PURCHASE AGREEMENT
Exhibit 10.4
This
ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of August 2, 2007, is
entered into by and between NuTech Acquisition Corp., a Corporation existing
pursuant to the laws of the State of Nevada (“Buyer”) and Jump Communications,
Inc., a Nevada corporation (the “Seller”).
RECITALS
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A.
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The
Seller owns (i) all property rights to one (1) Alcatel 7470 telco
switches
configured for ATM/Ethernet protocols utilizing connections from
64Kb/s to
OC3 for use as an aggregator of local calls and switching device
for
broadband communications.
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B.
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Concurrently
with the execution of this Agreement, the Seller and Buyer are entering
into a license agreement covering certain intellectual property for
digital video compression and for the management and delivery of
video,
audio and data over a fully switched or routed network, as set forth
in
the License Agreement, a copy of which is attached hereto, which
network
incorporates the Alcatel 7470 switch referred to
above.
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C.
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Buyer
desires to purchase from the Seller and the Seller desires to sell
to
Buyer, the Purchased Assets, as set forth in Schedule 1.1 hereinbelow,
at
the price and under the specified terms and conditions as set forth
herein.
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NOW
THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants, agreements and conditions hereinafter
set forth, and intending to be legally bound hereby, the parties hereto agree
as
follows:
ARTICLE
I
PURCHASE
AND SALE OF ASSETS
1.1. Assets
to be Transferred.Subject
to the terms and conditions of this Agreement, on the Closing Date (as defined
in Section 3.1 below), the Seller shall sell, transfer, convey, assign, and
deliver to Buyer and Buyer shall purchase and accept, all of the assets set
forth on Schedule 1.1 hereto (the “Purchased Assets”).
1.2. No
Warranty.Buyer
hereby acknowledges and agrees
that the PURCHASED ASSETS ARE BEING SOLD, TRANSFERRED, CONVEYED, ASSIGNED AND
DELIVERED “AS IS”, “WHERE IS”, “WITH ALL FAULTS,” AND WITHOUT RECOURSE OR
REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE OR
NON-INFRINGEMENT.
ARTICLE
II
PURCHASE
PRICE - PAYMENT
2.1. Purchase
Price and Payment.The
purchase price for the Assets shall be an amount of capital, consisting of
shares of Buyer’s common stock, such that the Seller will own eighty-five (85%)
percent of the issued and outstanding shares of the Buyer on a fully-diluted
basis on and after the Closing (the “Purchase Price”). The Purchase Price shall
be paid at the Closing by delivery to Seller of a certificate or certificates
representing the appropriate amount of Buyer’s stock (the “Shares”). The
Purchase Price shall be calculated on a fully-diluted, as converted basis (after
taking into account any and all notes, options, warrants and other securities
convertible into, or ultimately exchangeable or exercisable for, any shares
of
Buyer’s capital stock and any agreements or rights for the purchase or
acquisition from Buyer of any shares of Buyer’s capital stock) as at the time of
the Closing.
ARTICLE
III
CLOSING
3.1. Closing.The
closing of the transactions contemplated by this Agreement (the “Closing”),
shall take place at 1:00 p.m. (PDT) at the offices of Jump Communications,
Inc.,
00000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx 00, Xxx Xxxxxxx, Xxxxxxxxxx 00000, on or
before August 30, 2007, unless another date or place is agreed to in writing
by
the parties hereto. The date on which the Closing actually occurs is
hereinafter referred to as the “Closing Date.”
3.2. Documents
to be Delivered by the Xxxxxx.Xx
the
Closing, the Seller shall deliver the following documents, in each case duly
executed or otherwise in proper form:
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(a)
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Xxxx
of Sale. A xxxx of sale for all of the tangible and
intangible Purchased Assets described in Section 1.1 substantially
in the form attached hereto as Exhibit A (the “Xxxx of
Sale”);
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(b)
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License
Agreement. A License Agreement substantially in the form of
Exhibit 3.2(b) attached hereto (the “License
Agreement”);
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(c)
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Certified
Resolutions. A certified copy of the resolutions of the
Board of Directors authorizing and approving this Agreement and the
consummation of the transactions contemplated by this Agreement;
and
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(d)
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Other
Documents. Such additional documents, instruments or
writings reasonably required by Buyer pursuant to Section 6.3
below, including, without limitation, any subordination agreement
required
by any senior lender of Buyer.
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3.3. Documents
to be Delivered by Xxxxx.Xx
the
Closing, Buyer shall deliver the following documents, in each case duly executed
or otherwise in proper form:
(a) Purchase
Price. The Purchase Price as set forth in Section 2.1
above;
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(b) Stock
Certificates. Stock certificates representing the NuTech Digital
preferred stock and/or common stock, duly endorsed to Seller.
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(c)
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Certified
Resolutions. A certified copy of the resolutions of the
Board of Directors of the Buyer authorizing and approving this Agreement
and the consummation of the transactions contemplated by this Agreement;
and
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(d)
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Other
Documents. Such additional documents, instruments or
writings reasonably required by the Seller and its shareholders pursuant
to Section 6.3 below.
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ARTICLE
IV
REPRESENTATIONS
AND WARRANTIES OF THE SELLER
The
Seller hereby represents and warrants to the Buyer as of the date hereof as
follows:
4.1. Organization
and Standing.The
Seller is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada and has the corporate power and authority
to carry on its business as it is now being conducted.
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4.2.
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Authority
Relative to this Agreement. Except for the authorization by its Board
of Directors, which authorization will be
obtained as soon as possible, the execution,
delivery and performance of this Agreement by the Seller have been
duly
authorized by the Board of Directors of the Seller. No further
corporate or other action is necessary on its part to make this Agreement
valid and binding upon it and enforceable against it in accordance
with
its terms or to carry out the transactions contemplated
hereby.
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4.3. No
Violations.The
execution, delivery and performance of this Agreement by the Seller do not
and
will not (1) constitute a breach or a violation of any law, rule or regulation,
agreement, indenture, deed of trust, mortgage, loan agreement or other
instrument to which the Seller is a party or by which it is bound; (2)
constitute a violation of any order, judgment or decree to which the Seller
is a
party or by which it is bound or by which any of the Purchased Assets are bound
or affected; or (3) result in the creation of any lien, charge or encumbrance
upon any of the Purchased Assets.
4.4. Title
to and Condition of Assets.The
Seller has good and marketable title to all the Purchased Assets. As
of the date of this Agreement, such Purchased Assets are subject to no known
guaranty, judgment, execution, pledge, lien, conditional sales agreement,
security agreement, encumbrance or charge, except as disclosed pursuant to
this
Agreement (with respect to which no default exists) and except for liens for
taxes not delinquent.
4.5. Compliance
With Applicable Xxxx.Xx
the
Seller’s knowledge, the conduct of the business by the Seller does not violate
or infringe any federal, state, local or foreign law, statute, ordinance,
license or regulation that is presently in effect. To the Seller’s
knowledge, such conduct does not violate or infringe any right or concession,
copyright, trademark, trade name, patent, know-how or other proprietary right
of
others, the enforcement of which would materially adversely affect the value
of
the Purchased Assets. The Seller has
and
has maintained all licenses and permits required by all local, state and federal
authorities and regulating bodies.
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4.6. Approvals
and Consents. Other than the approval of the Board of Directors of Seller,
no
consent, approval or authorization is required in connection with the execution
or delivery of this Agreement by the Seller or the consummation by it of the
transactions contemplated hereby.
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4.7.
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Brokers.
Seller acknowledges that there may be brokers, consultants or others
that
may be
entitled to be paid in connection with the transactions contemplated
by
this Agreement. The Seller represents that the Buyer shall not
have any liability for any claim for a broker’s fee, finder’s fee,
consultant’s fee, attorney’s fee or other third party remuneration by
reason of any action of the
Seller.
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Disclaimer.
EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 4, THE PURCHASED ASSETS ARE BEING
SOLD, TRANSFERRED, CONVEYED, ASSIGNED AND DELIVERED “AS IS”, “WHERE IS”, “WITH
ALL FAULTS,” AND WITHOUT RECOURSE OR REPRESENTATION OR WARRANTY OF ANY KIND,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR
NON-INFRINGEMENT.
ARTICLE
V
REPRESENTATIONS
AND WARRANTIES OF THE BUYER
The
Buyer
hereby represents and warrants to the Seller as of the date hereof as
follows:
5.1. Organization
and Standing.The
Buyer
is or will be a corporation to be duly organized, validly existing and in good
standing under the laws of the State of California and has the corporate power
and authority to carry on its business as it is now being
conducted.
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5.2.
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Authority
Relative to this Agreement. Except for the authorization by its Board
of Directors, which authorization will be
obtained as soon as possible, the execution,
delivery and performance of this Agreement by the Buyer have been
duly
authorized by the Board of Directors of the Buyer. Other than
the authorization of the Board of Directors, no further corporate
or other
action is necessary on its part to make this Agreement valid and
binding
upon it and enforceable against it in accordance with its terms or
to
carry out the transactions contemplated
hereby.
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5.3. No
Violations.The
execution, delivery and performance of this Agreement by the Buyer do not and
will not (1) constitute a breach or a violation of any law, rule or regulation,
agreement, indenture, deed of trust, mortgage, loan agreement or other
instrument to which the Buyer is a party or by which it is bound; or (2)
constitute a violation of any order, judgment or decree to which the Buyer
is a
party.
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5.4. Approvals
and Consents. Other than the approval of the Board of Directors of Buyer, no
consent,
approval or authorization is required in connection with the execution or
delivery of this Agreement by the Buyer or the consummation by it of the
transactions contemplated hereby.
5.5. Capital
Stock.The
authorized capital stock of the Buyer consists of 100,000,000 shares of Common
Stock. With respect to the Common Stock: (i) each holder thereof being entitled
to cast one vote for each share held on all matters properly submitted to the
shareholders for their vote; and (ii) there being no pre-preemptive rights
and
no cumulative voting.
ARTICLE
VI
ADDITIONAL
COVENANTS
The
parties covenant and agree as follows:
6.1. Access
to Information and Records.During
the period prior to the Closing, each party shall, and shall cause its officers,
employees, agents, independent accountants and advisors to, furnish to the
other
party, its respective officers, employees, agents, independent accountants
and
advisors, at reasonable times and places, all information in their possession
concerning the transactions contemplated hereby as may be reasonably requested,
and give such persons access to all of the properties, books, records, contracts
and other documents of or pertaining to the other party that such other party
or
its officers, employees, agents, independent accountants or advisors shall
have
in their custody. The foregoing covenant is conditioned upon the
agreement by the parties to maintain any and all such information and records
obtained hereunder as confidential, and each receiving party shall not release
any such information and records without the prior written consent of the
disclosing party.
6.2. Conduct
of Buyer Pending the Closing.From
the
date hereof until the Closing, except as otherwise approved in writing by the
Seller:
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(a)
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No
Changes. Buyer will carry on its business diligently and in
the same manner as heretofore and will not make or institute any
changes
in its methods of management, accounting or
operation.
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(b)
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Maintain
Organization. Buyer will take such action as may be
necessary to maintain, preserve, renew and keep in favor and effect
the
existence, rights and franchises of Buyer.
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(c)
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No
Breach. Buyer will not do or omit any act, or permit any
omission to act, which may cause a breach of any material contract,
commitment or obligation, of Buyer as of the date
hereof.
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6.3. Further
Assurances.The
parties hereto agree to use all reasonable good faith efforts to take all
actions and to do all things necessary, proper or advisable to fulfill the
conditions to Closing set forth in this Agreement and to consummate the
transactions contemplated hereby. In
addition, each party hereto agrees to execute
reasonable supplemental or additional documents, to
execute reasonable amendments to documents delivered at Closing, to re-execute
documents delivered at Closing and to take any other reasonable actions as
are
necessary or reasonably appropriate to fully carry out and consummate the
transactions contemplated herein or to correct errors or omissions, if any,
in
any document delivered at Closing.
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ARTICLE
VII
CONDITIONS
PRECEDENT TO BUYER’S OBLIGATIONS
7.1. Conditions
to Obligations of Buyer to Consummate the Transactions.The
obligation of Buyer to consummate the transactions contemplated by this
Agreement shall be subject to the satisfaction of the following conditions,
unless waived in writing prior to the Closing by Buyer:
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(a)
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The
Seller shall have performed, in all material respects, all obligations
and
complied with all covenants required by this Agreement to be performed
or
complied with, in all material respects, by it prior to the
Closing.
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(b)
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Each
of the documents or other items to be delivered by the Seller at
the
Closing pursuant to Section 3.2 shall have been
delivered.
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ARTICLE
VIII
CONDITIONS
PRECEDENT TO SELLER’S OBLIGATIONS
8.1. Conditions
to Obligations of the Seller to Consummate the Transactions.The
obligation of the Seller to consummate the transactions contemplated by this
Agreement shall be subject to the satisfaction of the following conditions,
unless waived in writing prior to the Closing by the Seller:
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(a)
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Buyer
shall have performed, in all material respects, all obligations and
complied with all covenants required by this Agreement to be performed
or
complied with, in all material respects, by it prior to the
Closing.
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(b)
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Each
of the documents and other items to be delivered by the Buyer at
the
Closing pursuant to Section 3.3 shall have been
delivered.
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(c)
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Nothing
having a Material Adverse Effect (as defined below) shall have occurred
between the date hereof and the Closing in the business, operations,
financial or other condition of the Buyer. For purposes of this
Agreement, the term “Material Adverse Effect” means an effect or condition
that individually or when taken together with all other effects or
conditions of like nature would be reasonably expected to have a
material
adverse effect on (i) the business, operations financial or other
condition of the Buyer; or (ii) the Buyer’s ability to consummate the
transactions required by this
Agreement.
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ARTICLE
IX
TERMINATION
9.1. Right
of Termination.This
Agreement may be terminated without further liability of any party at any time
prior to the Closing:
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(a)
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by
mutual written agreement of Buyer and Seller;
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(b)
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by
either party if there has been a material breach by the other party
of its
respective representations, warranties and covenants set forth in
Articles
4, 5 or 6, as applicable; or
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(c)
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by
either party if there has occurred an event constituting a Material
Adverse Effect.
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(d)
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If
at any time, before or after Closing, the Buyer seeks protection
under the
Bankruptcy laws of any State or the U. S. Federal Government, or
otherwise
seeks to terminate or wind up its business pursuant to any statute,
or
ceases to exploit, for any reason, the rights and licenses granted
hereunder or pursuant to the License Agreement entered into by and
between
the Parties hereto, then and in such event, the Licenses shall be
deemed
terminated, without further action by any Party, and all rights and
licenses shall revert to Jump Communications, Inc. or its successor
in
interest.
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9.2. Effect
of Termination; Sole Remedy.Upon
any
termination of this Agreement prior to Closing, the Purchased Assets shall
automatically revert back to Seller and this Agreement shall be of no further
force or effect. The parties hereby acknowledge and agree that their
sole remedy with respect to any breach by the other party of its respective
representations, warranties and covenants set forth in Articles 4, 5 or 6,
as
applicable, shall be termination of this Agreement with no liability to the
breaching party.
ARTICLE
X
MISCELLANEOUS
10.1. Rules
of Construction.All
Exhibits and Schedules attached hereto shall be deemed incorporated herein
as if
set forth in full herein and, unless otherwise defined therein, all terms used
in any Exhibit or Schedule shall have the meaning ascribed to such term in
this
Agreement. The words “include,” “includes” and “including” shall be
deemed to be followed by the phrase “without limitation.” The words
“hereof,” “herein” and “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement. Unless otherwise expressly provided
herein, any agreement, plan, instrument or statute defined or referred to herein
or in any agreement or instrument that is referred to herein means such
agreement, plan, instrument or statute as from time to time amended, modified
or
supplemented, including (in the case of agreements or instruments) by waiver
or
consent and (in the case of statutes) by succession
of comparable successor statutes and references to all attachments thereto
and
instruments incorporated therein.
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10.2. Disclosures
and Announcements.Both
the
timing and the content of all disclosure to third parties and public
announcements concerning the transactions provided for in this Agreement by
either Seller or Buyer shall be subject to the approval of the other in all
essential respects, except that Seller’s approval shall not be required as to
any statements and other information which Buyer may submit to the Securities
and Exchange Commission (“SEC”) or that Buyer may be required to make pursuant
to any rule or regulation of the SEC or otherwise required by law.
10.3. Assignment;
Parties in Interest.
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(a)
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Assignment. Except
as expressly provided herein, the rights and obligations of a party
hereunder may not be assigned, transferred or encumbered without
the prior
written consent of the other
parties.
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(b)
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Parties
in Interest. This Agreement shall be binding upon, inure to
the benefit of, and be enforceable by the respective successors and
permitted assigns of the parties hereto. Nothing contained
herein shall be deemed to confer upon any other person any right
or remedy
under or by reason of this
Agreement.
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10.4. Law
Governing Agreement.This
Agreement shall be construed and interpreted according to the internal laws
of
the State of Delaware, without regard to principles of conflict of
laws. The parties hereby stipulate that any action or other legal
proceeding arising under or in connection with this Agreement may be commenced
and prosecuted in its entirety in the federal or state courts located in the
Southern District of the State of California. Each party hereby
submits to the personal jurisdiction thereof, and the parties agree not to
raise
the objection that such courts are not a convenient forum. Process
and pleadings mailed to a party at the address provided in the Notice section
herein shall be deemed properly served and accepted for all
purposes. The parties hereto waive the right to trial by jury in any
proceeding hereunder.
10.5. Amendment
and Modification.The
parties may amend, modify and supplement this Agreement in such manner as may
be
agreed upon by them in writing.
10.6. Survival.The
representations and warranties contained in this Agreement shall not survive
the
Closing, at which time liability therefor shall cease.
10.7. Notice.All
notices, requests, demands and other communications hereunder shall be given
in
writing and shall be: (i) personally delivered; (ii) sent by
telecopier, facsimile transmission or other electronic means of transmitting
written documents; or (iii) sent to the parties at their respective addresses
indicated herein by registered or certified U.S. mail, return receipt requested
and postage prepaid, or by private overnight mail courier
service. The respective addresses to be used for all such notices,
demands or requests are as follows:
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(a)If
to Buyer, to:
NuTech
Digital, Inc.
0000
Xxxxxxxxxxx Xxxxx,
Xxxxxx,
XX
00000
Attention:
Xxx X. Xxxxxx
Facsimile: 000
000
0000
or
to
such other person or address as Buyer shall furnish to Seller in
writing.
(b) If
to Seller, to:
Jump
Communications
00000
Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
00
Xxx
Xxxxxxx,
Xxxxxxxxxx 00000
Attention:
A.
Xxxx Xxxxxxxxx
Facsimile: (000)
000-0000
With
a
required copy to:
Xxxxxxx
X.
Xxxxx, Attorney at Law, PC
00
Xxxxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxx
Xxxxxxxxxx, XX 00000
Attention:
Xxxxxxx X. Xxxxx, Esq.
Facsimile:
(000) 000-0000
or
to
such other person or address as Seller shall furnish to Buyer in
writing.
If
personally delivered, such communication shall be deemed delivered upon actual
receipt; if electronically transmitted pursuant to this paragraph, such
communication shall be deemed delivered the next business day after transmission
(and sender shall bear the burden of proof of delivery); if sent by overnight
courier pursuant to this paragraph, such communication shall be deemed delivered
upon receipt; and if sent by U.S. mail pursuant to this paragraph, such
communication shall be deemed delivered as of the date of delivery indicated
on
the receipt issued by the relevant postal service, or, if the addressee fails
or
refuses to accept delivery, as of the date of such failure or
refusal. Any party to this Agreement may change its address for the
purposes of this Agreement by giving notice thereof in accordance with this
Section.
10.8. Expenses.Regardless
of whether or not the transactions contemplated hereby are consummated, each
of
the parties hereto shall bear their own respective expenses and the expenses
of
its counsel and other agents in connection with the transactions contemplated
hereby.
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10.9.
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Entire
Agreement; Enforceability. This Agreement, including all the Exhibits
and Schedules, ancillary agreements and any other instruments to
be
executed and delivered by the parties hereto (the “Transaction
Documents”): (i) constitutes the entire agreement among the
parties with respect to the transactions contemplated herein and
supersedes all prior agreements and understandings, both written
and oral,
among the parties, with respect
to the subject matter hereof and thereof, and (ii) shall be binding
upon,
and is solely for the benefit of, each party hereto and nothing in
this
Agreement is intended to confer upon any third party any rights or
remedy
of any nature whatsoever hereunder or by reason of this Agreement
or any
of the Transaction
Documents.
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10.10.
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Severability.Any
term or provision of this Agreement which is invalid, illegal or
unenforceable in any jurisdiction shall, as to that jurisdiction,
be
ineffective to the extent of such invalidity, illegality or
unenforceability without rendering invalid, illegal or unenforceable
the
remaining terms and provisions of this Agreement or affecting the
validity
or enforceability of any of the terms or provisions of this Agreement
in
any other jurisdiction. If any provision of this Agreement is
so broad as to be unenforceable, the provision shall be interpreted
to be
only so broad as is
enforceable.
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10.11. Counterparts.This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument. This Agreement shall become effective when one or more
counterparts have been signed by each of the parties and delivered (by facsimile
or otherwise) to the other parties, it being understood that all parties need
not sign the same counterpart. Any counterpart or other signature
delivered by facsimile shall be deemed for all purposes as constituting good
and
valid execution and delivery of this Agreement by a party.
10.12. Headings.The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this
Agreement. Section, subsection, preamble, recital and party
references are to this Agreement unless otherwise stated. No party or
its counsel shall be deemed the drafter of this Agreement for purposes of
construing its provisions, and all language in all parts of this Agreement
shall
be construed in accordance with its fair meaning, and not strictly for or
against any party. The parties waive any rule of law or judicial
precedent that provides that contractual ambiguities are to be construed against
the party who shall have drafted the contractual provision in
question.
[Signature
Page to Asset Purchase Agreement Follows]
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
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NuTech
Asset Acquisition Corp.
a
Nevada corporation
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/S/ Xxx
X. Xxxxxx
By:
Xxx X. Xxxxxx
Title:
President
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“Seller”
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Jump
Communications, Inc.
a
Nevada corporation
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/S/ A.
Xxxxxxxxx Xxxxxxxxx
By:
A. Xxxx Xxxxxxxxx
Title:
Chairman
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EXHIBITS
Exhibit/Schedule Description
Schedule
1.1 List
of Purchased Assets
A Form
of Xxxx of Sale
3.2(b) Form
of License Agreement
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SCHEDULE
1.1
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QTY
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Manufacturer
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Asset
Description
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Model
#
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1
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Alcatel
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7470
MSP Network Switch Component
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OC3-2
MMF UNI/NNI R3.1
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1
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Alcatel
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7470
MSP Network Switch Component
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DUAL
MAU
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1
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Alcatel
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7470
MSP Network Switch Component
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Control
Card I/O PNL US Tel
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1
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Alcatel
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7470
MSP Network Switch Component
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UCS
Filler Plate: 6 Pk
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1
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Alcatel
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7470
MSP Network Switch Support
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36170
Tech Practice CD
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1
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Alcatel
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7470
MSP Network Switch Control
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46020
R3.0 NM Software
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1
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Alcatel
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7470
MSP Network Switch Install
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Installation
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2
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Alcatel
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7470
MSP Network Switch Component
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Termination
Card
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2
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Alcatel
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7470
MSP Network Switch Component
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Switching
Shelf
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2
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Alcatel
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7470
MSP Network Switch Component
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DSC-1310/NSX/R3.1
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2
|
Alcatel
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7470
MSP Network Switch Component
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DRX-1310
|
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2
|
Alcatel
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7470
MSP Network Switch Component
|
Peripheral
Shelf-2
|
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2
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Alcatel
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7470
MSP Network Switch Component
|
Control
Card 2
|
|
2
|
Alcatel
|
7470
MSP Network Switch Component
|
Callp
Card-2
|
|
2
|
Alcatel
|
7470
MSP Network Switch Component
|
PNNI
Routing Card -2
|
|
2
|
Alcatel
|
7470
MSP Network Switch Component
|
Stratum
3 SSU 2 Module
|
|
2
|
Alcatel
|
7470
MSP Network Switch Component
|
DS3-2
ATM UNI/NNI
|
|
2
|
Alcatel
|
7470
MSP Network Switch Component
|
Filler
Plates DSC & H/S
|
|
2
|
Alcatel
|
7470
MSP Network Switch Component
|
DRX
Filler Plate: 7 Pk
|
|
2
|
Alcatel
|
7470
MSP Network Switch Component
|
100/120V
TO 48 VDC UPG Kit
|
|
2
|
Alcatel
|
7470
MSP Network Switch Component
|
100/120V
to 48VDC Rectifier
|
13
EXHIBIT
A
XXXX
OF SALE
KNOW
ALL
MEN BY THESE PRESENTS, that Jump Communications, Inc., a Nevada corporation
(“Seller”), for good and valuable consideration, the receipt of which is hereby
acknowledged, effective as of the date set forth below, hereby irrevocably
grants, conveys, transfers and assigns unto NuTech Acquisition Corp., a
California corporation (“Buyer”), its successors and assigns, all of its right,
title and interest in and to the Purchased Assets (as defined in that certain
Asset Purchase Agreement entered into by and among Seller and Buyer dated as
of
August 7, 2007 (the “Agreement”), and more fully set forth on Schedule 1.1
attached hereto (the “Purchased Assets”);
TO
HAVE
AND TO HOLD the same unto Buyer, its successors or assigns, forever, and Seller
does hereby covenant and agree that it will from time to time, if requested
by
Buyer, its successors and assigns, execute, acknowledge and deliver, or will
cause to be done, executed and delivered to Buyer or its successors or assigns,
such and all further acts, transfers, assignments, deeds, powers and assurances
of title, and additional papers and instruments, and to cause to be done all
acts or things as often as may be proper or necessary for better assuring,
conveying, transferring and assigning all of the Purchased Assets hereby
conveyed, transferred or assigned, and effectively to carry out the intent
hereof, and to vest in the entire right, title and interest of Seller in and
to
all of the said Purchased Assets.
IN
WITNESS WHEREOF, Seller has caused this instrument to be executed by its duly
authorized officer this ___ day of July, 2007.
|
NuTech
Acquisition Corp.,
a
Nevada corporation
|
|
/S/
By:
Xxx Xxxxxx
Title:
President
|
|
Jump
Communications, Inc.,
a
Nevada corporation
|
|
/S/
By:
A. Xxxxxxxxx Xxxxxxxxx
Title:
President
|
14
