ASSET PURCHASE AGREEMENT
EXHIBIT
4.7
THIS ASSET PURCHASE AGREEMENT
(this "Agreement") is made as of the 11th day of May, 2005, by and
between XXXXXX X. XXXXX, an individual
("Seller") and GLOBAL WIRELESS & DIGITAL CORPORATION, a Nevada corporation
("Buyer").
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Seller and Buyers agree as follows:
1. Seller
hereby sells, transfers and sets over to Buyer, all of Seller's right, title and
interest in and to any and all worldwide copyrights, trademarks, tradenames,
patents, patents pending, formulas, specifications, web sites, domain names and
any and all other tangible and intangible rights with respect to, or in
connection with, any and all collagen based products know as "Collagen Glue" or
any other collagen-based product in which Seller has any right, title or
interest (the "Assets"), for a purchase price of 8,000,000 shares of the
restricted common stock of Buyer (the "Purchase Price") to be paid and duly
issued, free and clear of any and all liens and encumbrances, upon the execution
of this Agreement.
2. Seller
represents and warrants to Buyer as follows:
(a) The
execution and delivery of this Agreement has been duly authorized by
and on
behalf of Seller, and the transfer to Buyer of the Assets as contemplated hereby
and the performance of the other obligations to be performed by Seller
hereunder, and all required consents, approvals or actions on the part of Seller
in connection therewith, have been properly and validly obtained and
taken.
(b) The
consideration given by Buyer to Seller pursuant to this Agreement constitutes
fair consideration for the Assets.
(c) Seller
has full right, title and interest in and to the Assets, and has not otherwise
assigned, transferred, hypothecated or encumbered the Assets.
(d) The
transaction entered into pursuant to this Agreement has not been
incurred with the intent to hinder, delay or defraud either present or future
creditors of Seller.
3. Miscellaneous.
(a) Seller
shall do such things and execute such documents as may be necessary or
appropriate in order to give effect to the intentions of this
Agreement.
(b) This
Agreement is the entire agreement between the parties covering everything agreed
upon or understood in connection therewith. There are no
oral
promises, conditions, representations, understandings, interpretations or terms
of any kind as conditions or inducements to the execution hereof or in effect
between the parties.
(c) Except
as otherwise set forth in this Agreement, the Assets are conveyed
to Buyer without representation or warranty.
(c) This
Agreement shall be governed by, and construed in accordance with, the
laws of the State of Arizona.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
SELLER:
By: /s/ Xxxxxx
X.
Xxxxx
Xxxxxx X. Xxxxx, an Individual
BUYER:
GLOBAL
WIRELESS & DIGITAL CORPORATION
/s/
Xxxxxx X.
Xxxxx
Xxxxxx X. Xxxxx, it President
