ASSIGNMENT AND CONTRIBUTION AGREEMENT
EX 10.3
This
ASSIGNMENT AND CONTRIBUTION AGREEMENT (“Agreement”) is made as of July 31, 2008,
by and among Force Fuels, Inc., a Nevada corporation (the “Company”), and
Xxxxxxxx Weisdorn, an individual ("Xxxxxxxx"); and Ice Conversions, Inc., a
California corporation ("ICE") (collectively the “Parties”).
R E C I T A L
S
A. The Parties entered
into a Joint Venture Agreement on the 12th day of
May, 2008 ("JV Agreement") which is attached as Exhibit
A.
B. ICE, owns rights to
certain ideas, intellectual property rights, (the “Contributed IP”), as
described in the attached Exhibit
B. ICE, owns the right and title to certain assets and
prototypes (the “Contributed Assets”), as described in the attached Exhibit
C. ICE desires to contribute, transfer, license, and/or convey
to the Company all such Contributed Assets and Contributed IP on the terms and
subject to the conditions of this Agreement, with the result that the Company
will own and/or have the right to exploit all of the Contributed Assets and
Contributed IP.
C. ICE shall receive in
exchange for the contribution of the Contributed IP, 1,000,000 shares (the
“Shares”) of the Company's authorized and unissued Common Stock, which shall
represent approximately thirteen percent (13%) of the Company’s outstanding
Common Stock as of immediately after the contribution. When issued
the common stock shall be duly authorized, validly issued, fully paid,
non-cancelable and non-assessable shares of the common stock of the
Company.
D. ICE shall also
receive in exchange for the contribution of the Contributed Assets a cash
payment of $400,000, made payable as follows: $100,000 on or before
March 15, 2009; and, $300,000 on or before June 15, 2009.
A G R E E M E N
T
NOW,
THEREFORE, in consideration of the terms, covenants, and conditions hereinafter
set forth, the parties hereto agree as follows:
1. The JV Agreement is
null and void. The Parties mutually agree that the JV
Agreement is null and void from its beginning and is of no force or effect
whatsoever. As such, the Parties agree that the irrevocable,
perpetual, non-exclusive, royalty-free license to use, manufacture and exploit
for purposes of the business described in Article I of the JV Agreement all
technology, know-how, designs, algorithms and proprietary information of ICE as
described in sections 3.01 of the JV Agreement is hereby cancelled and of no
further force or effect and that ICE is and shall remain the sole owner of the
technology and all rights thereto. The Parties further agree that ICE
has not been reimbursed for the asset transfer as described in section 3.02 of
the JV Agreement and that hereby all right, title and interest in of all such
assets shall revert to ICE.
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2. Contribution of Contributed Assets to
the Company. ICE hereby finally and fully assigns and
contributes to the Company such rights and interests in the Contributed
Assets. ICE hereby agrees to execute and deliver, at no charge to the
Company other than reimbursement of reasonable out-of-pocket costs, such other
instruments and documents as the Company may from time to time hereafter
reasonably request to further evidence the granting, transfer, assignment,
license, and/or conveyance to the Company of the Contributed
Assets. ICE acknowledges and agrees that the Contributed Assets are,
upon execution of this Agreement, property rights of the Company and may be
considered confidential and proprietary information of the Company.
3. Representations and Warranties of
ICE. ICE hereby represents and warrants for itself
that—
(a) This
Agreement has been duly authorized, executed and delivered by ICE and
constitutes the legal, valid and binding obligations of ICE, enforceable in
accordance with its terms.
(b) The
consummation of the assignment of the Contributed Assets contemplated by this
Agreement will not result in the breach of ICE's charter documents or any
agreement to which ICE is a party or by which ICE is bound.
(c) ICE has
full power to transfer the interests in the Contributed Assets to the Company
without obtaining the consent or approval of any other person, entity or
governmental authority.
(d) ICE, as
of immediately prior to the execution of this Agreement, is the sole owner,
beneficially and of record, of any right or interest in the Contributed Assets,
including, but not limited to, all intellectual property rights, free and clear
of all liens, encumbrances, security agreements, equities, options, claims,
charges and restrictions, other than in favor of the Company.
(e) ICE is,
and shall after the contribution of the Contributed Assets be, able to pay its
debts as they come due in the ordinary course.
(f) ICE is
obtaining the Shares for its own account and not with a view to the resale or
distribution thereof and acknowledges that the Shares have not been registered
under the Securities Act of 1933 and may not be transferred except pursuant to
such registration requirements or an applicable exemption. ICE
acknowledges that it has the business and financial knowledge and experience to
evaluate the merits and risks of an investment in the Shares, the ability to
protect its interests in this transaction and received sufficient information in
order to evaluate this investment in the Shares.
4. Representations and Warranties of the
Company. The Company hereby represents and warrants for itself
that
(a) This
Agreement has been duly authorized, executed and delivered by the Company and
constitutes the legal, valid and binding obligations of the Company, enforceable
in accordance with its terms.
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(b) The
consummation of the issuance of the Shares contemplated by this Agreement will
not result in (i) the breach of the Company's charter documents or any agreement
to which the Company is a party or by which it is bound or (ii) creation or
imposition of any lien, charge or encumbrance on any of the Contributed Assets,
other than in favor of the Company as expressly contemplated
hereby.
(c) The
Company has full power to issue the Shares to ICE in exchange for the
Contributed Assets without obtaining the consent or approval of any other
person, entity or governmental authority.
(d) The
Shares, upon issuance in exchange for the Contributed Assets, shall be validly
issued and outstanding, fully-paid and non assessable shares of Common Stock of
the Company.
(e) The
Company presently has issued and outstanding 8.2 million shares of Common Stock
and no shares of Preferred Stock. There presently are no outstanding
subscriptions, options, warrants, notes or other securities exercisable for or
convertible into Common Stock of the Company.
5. This
Agreement supersedes and replaces the JV Agreement among the Company, Xxxxxxxx
Weisdorn, and ICE. The JV Agreement is void and of no force or effect
whatsoever. This Agreement contains the entire agreement of the
parties concerning the subject matter hereof.
6. This
Agreement shall be governed by and construed in accordance with the laws of the
State of California.
7. If any
provision of this Contract is held unenforceable, then such provision will be
modified to reflect the parties' intention. All remaining provisions of this
Contract shall remain in full force and effect.
8. Event
of Default by the Company: The following occurrences shall be
considered events of default: (1) the filing of bankruptcy by the Company; and
(2) the failure of the Company to make any payments within thirty (30) days of
the due dates set forth in this Agreement.
All
payment obligations of the Company shall automatically accelerate upon any event
of default.
9. The
Company hereby grants ICE a first priority, perfected security interest (the
“Security Interest”) in the Contributed Assets in order to secure the Company’s
obligation to pay $400,000 to ICE pursuant to the terms of this
Agreement. The Security Interest shall be evidenced by a UCC-1
financing statement. The Company consents to the filing of a UCC-1
financing statement and any amendments thereto.
10. Until
payment in full of the amount of $400,000 to ICE, the Company shall not sell,
transfer or encumber any Contributed Assets without ICE’s prior written
consent.
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11. Nothing
in this Agreement shall affect two million five hundred thousand (2,500,000)
shares of the Company’s Common Stock issued to Xxxxxxxx under a separate
employment agreement.
IN
WITNESS WHEREOF, each of the parties hereto has executed or has caused to be
executed by its duly authorized representative this Assignment and Contribution
Agreement as of the day and year set forth above.
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FORCE
FUELS, INC.,
a
Nevada corporation
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By: /s/
Xxxxxx X.
Xxxxxxxxx
Xxxxxx
X. Xxxxxxxxx
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President,
Chief Executive Officer, and
Chief
Financial Officer
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ICE
CONVERSIONS, INC.,
a
California corporation
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/s/ Xxxxxxxx
Wesidorn
Xxxxxxxx
Weisdorn, an individual
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By: /s/ Xxxxxxxx
Weisdorn
Xxxxxxxx
Weisdorn
President
and Chief Executive Officer
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EXHIBIT
A
(Attach
May 12, 2008 Joint Venture Agreement)
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EXHIBIT
B
Contributed
IP
Set forth below is a description of the
Contributed IP being conveyed by ICE to the Company:
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1.
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A
non-exclusive license to use the technology, processes, formulations,
methods, apparatuses, and know-how related to development, marketing or
sale of Class 7 or 8, heavy duty, solely battery powered, electric trucks
(the “Business”). This license specifically excludes any hydrogen fueled
technologies or trucks or other vehicles that are a fuel cell/battery
hybrid.
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2.
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All
rights, title and interests in and to the following items of intellectual
property and intangible assets relating to the Business: (i)
research reports, research plans, development plans, designs and sketches.
A non-exclusive right to utilize the lists or contact information of
potential customers, suppliers or facilities developed by
ICE.
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3.
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Any
business plan(s) that solely relate to the
Business.
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4.
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Any
goodwill associated solely with the
Business.
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5.
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A
non-exclusive license to exploit all intellectual property rights
exclusively related to the Business under any international, foreign,
federal, or state law, including but not limited to all patents,
copyrights, trade secrets, confidential information, trade names,
trademarks and service marks, and all applications filed
therefore.
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6.
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A
non-exclusive license to exploit all ideas, improvements, or other
information, whether or not patentable and whether or not reduced to
practice, made or conceived by ICE employees, which relate solely to the
Business.
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7.
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A
non-exclusive license to exploit all theories, methods, equipment,
procedures, compilations, technical data, formulas, drawings, blueprints,
software, algorithms, databases, samples, designs, data, specifications,
prototypes, models, proposals, cost data, personnel data, accounting
records, and other information solely concerning the
Business.
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EXHIBIT
C
Contributed
Assets
Set forth below is a description of the
Contributed Assets being conveyed by ICE to the Company:
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1.
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All
rights, title and interests in and to the following tangible assets
relating to the Business: (i) a prototype 2008 Columbia model,
electric battery powered Freightliner, and (ii) all electric drive
components installed or to be installed on the 2008 Columbia model
Freightliner.
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