ASSET PURCHASE AGREEMENT
THIS ASSET TRANSFER
AGREEMENT (the
“Agreement”) is dated
for reference the 10th day of February, 2009 (the “Effective Date”).
BETWEEN:
a
company incorporated under the laws of the state of Delaware, with an
executive
office at 0000
000xx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(the “Vendor”)
AND:
XXXXXX
XXXXXXXXXX
a
businessperson of 0000 000xx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxx Xxxxxxxx X0X
0X0
AND:
XXXX
XXXXX
a
businessperson of 0000 000xx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxx Xxxxxxxx X0X
0X0
(collectively, the
“Purchasers”)
WHEREAS:
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A.
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The Vendor
and Green Star Energies Inc. entered into a Purchase Agreement dated
February 10, 2009 (the “Purchase Agreement”);
and
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B.
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It is a
condition of the Purchase Agreement that the Vendor sell its wholly owned
subsidiary, Novori Jewelry Inc. (the “Subsidiary”), to the
Purchasers on the terms and subject to the conditions of this
Agreement.
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NOW THEREFORE in consideration
of the mutual covenants and agreements contained in this Agreement and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
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1.
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PURCHASE
AND SALE
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1.1
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The Vendor
agrees to sell to the Purchasers, and the Purchasers agree to buy from the
Vendor, the Subsidiary, in exchange for
which:
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(a)
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the
Purchasers agree to surrender for cancellation all issued and outstanding
shares of the Vendor’s preferred stock held by the Purchasers, including
any rights to purchase or otherwise receive shares of such preferred
stock;
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(b)
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the
Purchasers agree to resign from their positions as officers of the
Vendor;
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(c)
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the
Purchasers agree to tender their resignations as directors of the Vendor,
to become effective once Xxxxxxx Xxxx and Xxx Xxxxxxxxxxx are duly
appointed as directors of the
Vendor;
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(d)
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each
Purchaser agrees not to transfer shares of the Vendor’s common stock for
gross proceeds that exceed $8,000 in any calendar month within four (4)
months of the Effective Date, or gross proceeds that exceed $16,000 in any
calendar month thereafter, if the Vendor fails to make any payment
required under the convertible promissory note attached to the Purchase
Agreement as Schedule 3 (the “Note”). The Vendor
acknowledges that any transfer made pursuant to this paragraph shall not
reduce the amount owed by the Vendor to the Subsidiary under the
Note;
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(e)
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the
Purchasers agree, upon request, to provide copies of their trading account
statements to the Vendor to demonstrate their compliance with paragraph
1.1(d) of this Agreement.
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1
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2.
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GENERAL
PROVISIONS
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3.1
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Time shall be
of the essence of this Agreement.
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3.2
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The parties
to this Agreement covenant and agree to execute and deliver all such
further documents and instruments, and to do all acts and things as may be
necessary or desirable to carry out the full intent and meaning of this
Agreement.
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3.3
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The
invalidity or unenforceability of any provision of this Agreement shall
not affect the validity or enforceability of any other provision and any
such invalid or unenforceable provision shall be deemed to be
severable.
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3.4
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The
provisions of this Agreement constitute the entire agreement between the
parties and supersede all previous communications, representations and
agreements, whether oral or written, between the parties with respect to
the subject matter of this
Agreement.
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3.5
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This
Agreement shall be governed by and construed in accordance with the laws
of the Province of British Columbia and the laws of Canada applicable
therein.
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3.6
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This
Agreement shall enure to the benefit of and be binding upon the parties
and, except as otherwise provided or as would be inconsistent with the
provisions of this Agreement, their respective heirs, executors,
administrators, successors and
assigns.
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3.7
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All
references to currency in this Agreement are to U.S.
dollars.
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3.8
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This
Agreement may be executed in counterparts and by facsimile, each of which
shall be deemed to be an original and all of which together shall
constitute one and the same
instrument.
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IN WITNESS WHEREOF this
Agreement has been executed by the parties, and is effective as of the Effective
Date.
/s/
Xxxxxx
Xxxxxxxxxx
Xxxxxx Xxxxxxxxxx,
Chief Executive Officer
XXXXXX
XXXXXXXXXX
/s/
Xxxxxx Xxxxxxxxxx
XXXX
XXXXX
/s/
Xxxx Xxxxx
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