Exhibit 2.2
Vital Health Technologies, Inc.
Form 10-KSB
File No. 000-15243
Asset Purchase Agreement
SELLER: Vital Health Technologies, LLC
0000 Xxxxxx Xxxxxx Xx. X.
Xxxxxxxxx, XX 00000
PURCHASER: Vital Health Technologies, Inc.
0000 Xxxxxx Xxxxxx Xx. X.
Xxxxxxxxx, XX 00000
SECTION 1. PURCHASE AND SALE
Vital Health Technologies, LLC (the "Seller") hereby
agree to sell, transfer and assign to the Purchaser all
assets, real, intellectual, tangible, intangible and
certifies that the assets are owned solely by the Seller and
are free and clear of all liens, mortgages, pledges,
security interests, and other encumbrances, and the
Purchaser hereby agrees to acquire the assets, subject to
the terms and conditions set forth in this agreement.
SECTION 2. TAX FREE EXCHANGE - IRC SECTION 351
The transaction involves a contribution of Capital
Assets in exchange for Common Stock by the Purchaser under
IRC Section 3 5 1, which is intended to be a tax-free
exchange. The Seller agrees to accept a contribution of
common stock as follows: 2,000,000 shares of Vital Health
Technologies, Inc. common stock
SECTION 3. CLOSING AND SETTLEMENT
The closing of the sale and purchase of the assets (the
"Closing") shall occur when all parties sign this agreement.
Upon signing this agreement, the assets will be transferred
to Purchaser and shares of Common Stock will be issued to
Seller.
SECTION 4. DISCLOSURE
As a disclosure to the Seller to enter into the
transaction contemplated by this agreement, the Purchaser
hereby represents, warrants, covenants, agrees, and
acknowledges to Company as of the date of this agreement as
follows:
4.1 The contribution of Common Stock meets the
requirements of the 1933 Act and Applicable Laws.
4.2 The Common Stock will be restricted from trading
under SEC rule 144 and must be held at least I year
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4.3 The Company may issue new shares or another form
of equity ownership at purchase prices that may vary in
price.
4.4 The shares of Common Stock trade on a secondary
trading exchange, however there is no assurance that
these shares will continue to be listed on a trading
exchange, nor are there any assurance that there will
be sufficient demand for the purchase of stock in the
event a "sell order" is placed by the Seller.
4.5 In the event the Company issues new shares, the
result in all probability, will cause a dilution of
percentage ownership of the shares held by the Seller.
4.6 The Company may liquidate or sell all assets and
discontinue operations at any time.
4.7 The Company may enter into a transaction, in the
near, or distant future, with another company, or enter
into a partnership, or strategic alliance that may
substantially dilute or change the ownership structure.
4.8 The Company may enter into a transaction in which
senior equity or debt is issued which will result in a
lower class of ownership of shares held by the Seller.
4.9 The Company may dramatically change its business
focus at any time and reserves the right to change its
business operations in line with that focus.
SECTION 5. GENERAL PROVISIONS
5.1 Modification. This agreement may only be amended,
modified, superseded, or cancelled, or any of the terms
and conditions hereof waived, by a writing signed by
the parties, in the case of a waiver, by the party
waiving compliance. No waiver by either party of any
term or condition or of the breach thereof shall be
deemed to be construed as a further or continuing
waiver of any such term or condition or of the breach
of any other term or condition or of the breach of any
other term or condition set forth in this Agreement
5.2 Enforceability. The illegality, unenforceability
or invalidity of any provision or provisions of this
Agreement shall not effect any other provision hereof,
and this Agreement shall be construed in all respects
as if such illegal, unenforceable or invalid provisions
were omitted here from
5.3 Notices. All notices and other communications
provided for hereunder shall be in writing and shall be
personally delivered or mailed by first class mail
postage prepaid, addressed to the parties named above.
Or, to such other address as either party may from time
to time designate by written notice. All such notices
and communications shall be deemed given:
a. When received, if personally delivered; or
b. Three (3) days after deposit in the U.S. mail, first
class postage prepaid.
5.4 Attorneys' fees. In the event the either party
(the Seller or Purchaser) prevails in an action against
the other party for a breach of this Agreement, the
prevailing party shall be entitled to recover its or
his costs and expenses, including attorney's fees,
incurred in prosecuting such action.
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5.5 Governing Law. This agreement shall be deemed to
have been entered into the State of Minnesota and shall
be governed by and construed in accordance with the
laws of the State of Minnesota.
5.6 Successors and Assigns. The covenants, agreements
and conditions contained in or granted by this
Agreement shall be binding upon and shall inure to the
benefit of the Seller and the Purchaser and their
respective heirs, successors and permitted assigns.
5.7 Entire Agreement. This Agreement, represents the
only agreement among the parties concerning the subject
matter hereof and supersedes all prior agreements,
whether written or oral, relating thereto.
IN WITNESS HEREOF, the parties hereto have executed this
Asset Purchase Agreement effective as of the 1st day of
December 2000.
VITAL HEALTH TECHNOLOGIES, LLC
By: /S/Xxxxxxx Xxxxxx
Its: President
VITAL HEALTH TECHNOLOGIES, INC.
By: /S/ Xxxxxx Xxxxxxxx
Its: Director
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