BLACK WIDOW ATV WORKS 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 of March 31,
2010 ("Effective Date").
PARTIES
US Highland, Inc. ("USH")
00000 Xxxxx Xxxxx Xxxxxx
Xxxxxx, XX 00000
Black Widow ATV Works, Inc. ("BWATV")
0000 Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
AGREEMENT
1. Purchase Agreement. For valuable consideration including the sum
of $275,000 including $10,000 cash and 110,000 shares of USH restricted
common stock at an agreed basis of $2.41 per share, USH agrees to
purchase and BWATV agrees to the following assets of BWATV including 1)
inventory, 2) equipment, and 3) the rights to the Black Widow ATV name,
domain name, e-mail addresses and phone numbers, and not including any
liabilities of BWATV and not including the stock or membership units of
BWATV.
a. USH will, at its discretion, set up an Oklahoma based wholly
owned subsidiary of USH under the Black Widow ATV name.
2. 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.
3. Successors and Assigns. The representations and warranties made
by the Parties are binding on the respective parties, successors, and
assigns.
4. Counterparts. This Agreement may be executed by the Parties in
separate counterparts, each of which shall be deemed an original.
5. Acceptance. This Agreement is not binding on either Party until
signed by both parties.
6. 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: BWATV:
/s/Xxxxxx Xxxxxxx
Authorized for USH Xxxx Xxxxxx,
Authorized for BWATV
