BILL OF SALE AND ASSIGNMENT
EXHIBIT
2.2
XXXX
OF SALE AND ASSIGNMENT
XXXX
OF
SALE AND ASSIGNMENT made as of June 30, 2006, by and between Petals Decorative
Accents, LLC, a Delaware limited liability company (“Petals”)
in
favor of ImmunoTechnology Corporation, a Delaware corporation (“Immuno”).
Capitalized terms used and not defined herein shall have the meanings ascribed
to such terms in the Contribution Agreement (as defined below).
RECITALS
WHEREAS,
pursuant to that certain Contribution Agreement dated as of the date hereof
(the
“Contribution
Agreement”)
by and
between Petals and Immuno, Immuno has agreed to purchase the Acquired Assets
in
exchange for the consideration specified therein and the assumption by the
buyer
of the Assumed Liabilities;
NOW,
THEREFORE, in consideration of the foregoing and of other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the
parties hereto agree as follows:
1. Pursuant
to Section
2.1
and
Section
2.2
of the
Contribution Agreement and subject to the terms and conditions provided therein,
Petals, by this Xxxx of Sale and Assignment, does hereby grant, bargain, sell,
convey, transfer, set over and assign unto Immuno, its successors and assigns,
all right, title and interest in and to all of the Acquired Assets.
2. Petals
hereby authorizes Immuno to take any appropriate action in connection with
any
of these rights, claims, causes of action, and property, in the name of Petals
or in its own or any other name, but at its own expense.
3. Petals
hereby covenants that, at any time or from time to time after the date hereof,
at Immuno’s reasonable request and without further consideration, Petals shall
execute and deliver to Immuno such other instruments of sale, transfer,
conveyance, assignment and confirmation, provide such materials and information
and take such other actions as Immuno may reasonably deem necessary to transfer,
convey and assign to Immuno, and to confirm Immuno’s title to the Acquired
Assets referred to in Section
1
hereof
and to put Immuno in actual possession and operating control of such assets
and
to assist Immuno in exercising all rights with respect thereto.
4. Petals
hereby represents and warrants that this Xxxx of Sale and Assignment is
sufficient to transfer and convey title to the Acquired Assets to Immuno under
applicable law.
5. Nothing
in this Xxxx of Sale and Assignment, express or implied, is intended or shall
be
construed to confer upon, or to give to, any person, firm, limited liability
company or corporation other than Immuno and its successors and assigns, any
remedy or claim under or by reason of this Xxxx of Sale and Assignment. All
terms, covenants, promises and agreements contained in this Xxxx of Sale and
Assignment shall be for the sole and exclusive benefit of Immuno and its
successors and assigns.
1
6. This
Xxxx
of Sale and Assignment shall be binding upon Petals, Immuno and their respective
successors and assigns, for the uses and purposes set forth and referred to
above, effectively immediately upon its delivery to Immuno.
7. This
Xxxx
and Sale of Assignment shall be governed by and construed and enforced
exclusively in accordance with the laws of the State of Delaware, without giving
effect to the principles of conflicting laws thereof.
8. This
Xxxx
and Sale of Assignment may be executed in counterparts, each of which shall
be
deemed to be an original and all of which shall constitute one and the same
agreement.
[Remainder
of Page Intentionally Left Blank]
2
IN
WITNESS WHEREOF, the parties hereto have made and executed this Xxxx of Sale
and
Assignment as of the day and year first above written.
PETALS
DECORATIVE ACCENTS, LLC
By:
/s/
Xxxxxxx X. Xxxxx
Xxxxxxx
X. Xxxxx
President
IMMUNOTECHNOLOGY
CORPORATION
By:
/s/
Xxxx
X. Xxxxxxxxx
Xxxx
X.
Xxxxxxxxx
President
Signature
Page to Xxxx of Sale and Assignment
