ASSET ACQUISITION AGREEMENT
THIS ASSET ACQUISITION AGREEMENT is entered into as of this 28th day
of October, 2002, by and among Exus Networks, Inc., a Nevada corporation
("Acquiror") and New Millennium Development Group, Inc., a Florida corporation
("NMDG" or the "Company").
W I T N E S S E T H:
- - - - - - - - - -
Whereas the parties hereto desire that the Acquiror shall acquire all
of the assets on Schedule A (the "Acquired Assets") in exchange for 50,000,000
shares of Acquiror common stock (the "Deal Shares")
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and conditions hereinafter set forth, the parties hereto, intending to
be legally bound, hereby agree as follows:
1. Transfer of Acquired Assets to Acquiror.
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Subject to and upon the terms and conditions hereof, on the
Closing Date (as defined below) the Acquiror shall acquire from the Acquired
Assets from NMDG at the closing referred to herein.
2. Consideration for the Transfer of the Acquired Assets.
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In consideration for the transfer to the Acquiror of the
Acquired Assets, the Acquiror shall issue to the Deal Shares NMDG shares at the
closing referred to herein.
3. {OMITTED}
4. Transfer and Exchange of Acquired Assets for the Deal Shares.
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(a) It is the intention of the parties hereto that the
consummation of the transactions contemplated herein, upon the terms and
conditions set forth in this Agreement, shall result in the acquisition by the
Acquiror, in exchange solely for the Deal Shares, the Acquired Assets.
(b) Restrictive Legend on Certificates for Deal Shares.
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Upon Closing NMDG shall receive one or more certificates for the Deal Shares
which shall bear the following restrictive legend:
The securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and may not be sold,
transferred, pledged, hypothecated, or otherwise disposed of in the
absence of (i) an effective registration statement for such securities
under such act or (ii) an opinion of company counsel that such
registration is not required.
The shares of stock evidenced by this certificate are, and will be
subject to, an irrevocable proxy granted in accordance with an
agreement dated October 28, 2002 (the "Proxy", a copy of which
agreement is on file and may be obtained at the principal office of the
Company. The restrictions set forth in the Proxy do not apply any
shares transferred in accordance with the terms thereof.
5. Representations and Warranties of NMDG.
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NMDG makes the following representations and warranties to
Acquiror, each of which is true and correct on the date hereof and shall be
true and correct at Closing:
(a) Due Incorporation, Good Standing and Qualification. NMDG
is a corporation duly organized, validly existing and in good standing under the
laws of Florida, with all requisite corporate power and authority to own,
operate and lease its properties and to carry on its business as it is now being
conducted.
(b) Corporate Authority. NMDG has the full corporate power and
authority to enter into this Agreement and to carry out the transactions
contemplated by this Agreement. The Board of Directors of NMDG has unanimously
and duly authorized the execution, delivery and performance of this Agreement.
NMDG has shall either obtain the approval of its shareholders prior to the
Closing or shall receive an opinion from its counsel that such approval is not
required.
(c) Litigation. There are no pending or to the best of NMDG's
knowledge threatened suits, legal proceedings, claims or governmental
investigations of any kind against or with respect to NMDG, and/or NMDG's assets
or any basis for any such suit, legal proceeding, claim or governmental
investigation.
(d) Taxes. NMDG has filed all applicable tax returns required
to be filed to date in accordance with the provisions of law pertaining thereto,
and has paid all taxes, interest, penalties and assessments (including, without
limitation, income, withholding, excise, unemployment, Social Security,
occupation, transfer, franchise, property, sales and use taxes, and all
penalties and interest in respect thereof) required to have been paid to date.
(e) Governmental Consent. To the best of NMDG's knowledge, no
permit, consent, approval or authorization of, or filing with, any governmental
regulatory authority or agency is required of NMDG in connection with the
execution, delivery and performance of this Agreement or the consummation of the
transactions contemplated hereby.
(f) Compliance with Laws. To the best of its knowledge NMDG is
in compliance with all material applicable existing requirements of laws,
foreign, federal, state and local, and all existing applicable material
requirements of governmental bodies or agencies having jurisdiction over it and
to the best of its knowledge has all necessary licenses (foreign, federal, state
and/or local) required of it in order to conduct its current business
activities.
(g) Investment Intent. NMDG acknowledges that it is acquiring
the Deal Shares for investment, for its own account and not with the intent to
engage in any distribution thereof. The Deal Shares may not be transferred in
the absence of an effective registration statement under the 1933 Act or an
opinion from the Acquiror's counsel that such registration is not required.
(h) Intangible Property. Each contract right, item of
intellectual property or license set forth on Schedule A is, owned by NMDG in
fee simple absolute, is in full force and effect and NMDG has royalty free title
to the same and the right to transfer the same or has obtained any necessary
consents to such transfer tot he Acquiror.
(i) Statements and Other Documents Not Misleading. No
provision of this Agreement relating to NMDG or any other document, schedule or
other information furnished by NMDG to Acquiror in connection with the
execution, delivery and performance of this Agreement, contains or will contain
any untrue statement of a material fact or omits or will omit to state a
material fact required to be stated in order to make the statement, in light of
the circumstances in which it is made, not misleading.
(j) Acknowledgment of Awareness of NMDG of Acquiror's
Status as a Reporting Company. NMDG acknowledges being advised by Acquiror
that:
(i) Acquiror's common stock is registered under
Section 12(g) of the 1934 Act and Acquiror is subject to reporting requirements
under Section 13 or 15(d) of the 1934 Act.
(ii) In connection with Acquiror's status as a
reporting company, it may be required to furnish information regarding NMDG.
NMDG agrees to reasonably cooperate with any requests for further information
made by Acquiror to enable it to comply with its reporting obligations as may be
required by applicable laws, rules and regulations, including but not limited to
audited financial statements of NMDG for at least its last two fiscal years (or
such period of time as may be necessary) and unaudited financial statements for
any interim periods as may be required.
6. {OMITTED}
7. Representations and Warranties of Acquiror.
---------------------------------------------
Acquiror makes the following representations and warranties
to NMDG each of which is true and correct on the date hereof and shall be true
and correct at Closing.
As disclosed in Acquiror's Annual Report on Form 10-K for the
year ended December 31, 2001 and in its Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002, Acquiror (i) has a substantial working capital
deficiency, (ii) has no assurance that it will be able to continue in business,
(iii) is in default with respect to certain indebtedness the holder of which has
a lien on Company assets, (iv) is liable for unpaid payroll taxes, (v) has
received an inquiry from NASD Regulation with respect to trading activity in its
stock and other matters, and (vi) is subject to material risks and
uncertainties. Further, Acquiror may effect a reverse stock split on such terms
as it may determine. NMDG acknowledges that it has been fully informed of the
risks affecting Acquiror.
(a) Due Incorporation, Good Standing and Qualification.
Acquiror is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada, with all requisite corporate power and
authority to own, operate and lease its assets and to carry on its business (if
any) as it is now being conducted.
(b) Corporate Authority. Acquiror has the full corporate power
and authority to enter into, execute and deliver this Agreement.
(c) Capital Structure.
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(i) As of the date hereof, Acquiror has authorized
750,000,000 shares of common stock, par value $.001 per share, of which
76,734,503 were issued or pending to be issued and outstanding on the date of
this agreement and additional shares may be issued thereafter. All of the issued
and outstanding shares are and will be, duly issued and outstanding, fully paid
and non-assessable shares of the Aqcuiror. Acquiror has received authorization
to create a class of Preferred Stock and to issue shares thereof to Unified
Networks Inc. Except for the foregoing or as may be indicated in this Agreement
there are no other outstanding securities of the Acquiror.
(ii) Except as set forth on the Acquiror Disclosure
Schedule, there are no pre-emptive rights, options, warrants, or other rights,
stockholder agreements or other agreements or instruments outstanding giving any
person the right to acquire any securities of Acquiror, nor are there any
commitments to issue any options, warrants or rights to acquire securities of
Acquiror or any obligation to issue any other form of securities or notes of
Acquiror to anyone nor have any dividends been declared by Acquiror or shares of
Acquiror set aside for such purposes.
(d) Status of Acquiror Common Stock to be Issued. The Deal
Shares shall be, when issued, duly and validly authorized and issued, fully paid
and non-assessable and each of such shares shall bear the restrictive legend as
heretofore indicated in elsewhere in this Agreement and the record and
beneficial owner of such shares shall receive good and marketable title to such
shares free and clear of any liens and/or encumbrances.
(e) Subsidiaries. Set forth in Schedule 7(e) is a list of
Acquiror's subsidiaries.
(f) Litigation. Except as may be set forth on the Acquiror
Disclosure Schedule, there are not now nor have there been since the inception
of Acquiror any pending or to the best of its knowledge threatened suits, legal
proceedings, claims or governmental investigations against or with respect to
Acquiror or its assets or to the best of its knowledge any basis for any such
suits, legal proceedings, claims or governmental investigations.
(g) Conflict With Documents. Neither the execution, delivery
and performance of this Agreement by Acquiror nor the consummation of the
transactions contemplated hereby, either immediately or with the passage of time
or the giving of notice or both will:
(i) Conflict with or cause a breach or default
under any of the terms and conditions of, or result in a termination or
modification of, or cause any acceleration of any obligations of Acquiror under
any contract, lease or other instrument to which Acquiror is bound; or
(ii) Conflict with or violate the provisions of
Acquiror's Certificate of Incorporation, as and if amended, and By-laws or any
other laws or regulations by which Acquiror is bound; or
(iii) Result in the creation or imposition of any
lien, charge or encumbrance against Acquiror or any of its assets.
(h) Taxes. Except as specified so in Schedule 7(h) Acquiror
has filed (or will promptly file) all applicable Federal, state, local and
foreign tax returns required to be filed to date in accordance with the
provisions of law pertaining thereto and has paid (or will promptly pay) all
taxes, interest, penalties and assessments (including without limitation,
income, withholding, excise, unemployment, social security, occupation,
transfer, franchise, property, sales and use taxes, and all penalties and
interest in respect thereof) required to have been paid to date; and all taxes
of all types have been accrued on the Acquiror's books or paid as the case may
be.
(i) Financial Statements.
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(i) (a) The financial statements of Acquiror as of
December 31, 2001 (the "Financial Statements") previously delivered to Acquiror
and attached hereto as an Exhibit, have been audited by Xxxxxxx Xxxxx & Co.,P.C.
("FSPC") and included their report thereon. To the best of Acquiror's knowledge,
the Financial Statements have been prepared in accordance with generally
accepted accounting principles, are correct and complete in all material
respects and fairly and accurately present the financial condition of Acquiror
as of the dates and for the periods stated therein. The financial statements of
Acquiror as of June 30, 2002 (the "Interim Financial Statements") previously
delivered to Acquiror and attached hereto as an Exhibit, have been reviewed by
FSPC in connection with the filing of Acquiror's Form 10-QSB with the Securities
and Exchange Commission. To the best of Acquiror's knowledge, the Financial
Statements and the Interim Financial Statements have each been prepared in
accordance with generally accepted accounting principles, are correct and
complete in all material respects and fairly and accurately present the
financial condition of Acquiror as of the dates and for the periods stated
therein. The words "Financial Statements" and "Interim Financial Statements" as
same appear throughout this Acquisition Agreement refer to both the Financial
Statements and the Interim Financial Statements as well as all Notes to the
Financial Statements and the Interim Financial Statements in their entirety
(unless otherwise specifically indicated). Acquiror has no reason to believe
that Acquiror will not be able to continue to prepare audited financial
statements of Acquiror to enable Acquiror to timely prepare and file such
reports as may in the future be required of it as a company subject to the
reporting requirements of Section 12(g) of the 1934 Act.
(ii) The books and records of Acquiror have been and
are being maintained in accordance with all applicable legal and accounting
requirements, fully and fairly reflect all of the transactions of Acquiror and
are correct and complete in all material respects.
(k) Statements and Other Documents Not Misleading. No
provision of this Agreement relating to Acquiror or any other document, schedule
or other information furnished by Acquiror to NMDG in connection with the
execution, delivery and performance of this Agreement, or the consummation of
the transactions contemplated hereby, contains or will contain any untrue
statement of a material fact or omit or will omit to state a material fact
required to be stated in order to make the statement, in light of the
circumstances in which it is made, not misleading.
(l) No Contracts. Except as set forth in Schedule 7(i)
Acquiror is not a party to or bound by any written, oral or implied contract,
agreement, lease, power of attorney, guaranty, surety arrangement, or other
commitment of a material nature which has not been filed as an exhibit to a
document filed with the Securities and Exchange Commission or noted on the
Acquiror Disclosure Schedule.
(m) Governmental Consent. To the best of Acquiror's knowledge,
no permit, consent, approval or authorization of any governmental or regulatory
authority or agency or any third party is required of Acquiror in connection
with the execution, delivery and performance of this Agreement or the
consummation of the transactions contemplated hereby.
8. Mutual Covenants.
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The parties hereto agree to execute and deliver all such other
documents as any party and/or their respective counsel may reasonably request in
writing from the date hereof until Closing (and if necessary subsequent to
Closing) in order to effectuate the transactions contemplated by this Agreement.
9. Covenants of NMDG.
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(a). From the date hereof until the Closing Date, both
NMDG shall use its best efforts to cause NMDG to:
(i) Preserve and protect the value of the
Acquired Assets;
(ii) Properly give Acquiror notice of any
material adverse change in the condition of the Acquired Assets and it
ability to perform hereunder;
(iii) Not mortgage, pledge, transfer or assign any
of the Acquired Assets without written consent of the Acquiror.
(b) Notwithstanding anything to the contrary that may be
contained in paragraph 9(a) hereof, Acquiror acknowledges that NMDG has made no
representation whatsoever regarding its business activities other than as
contained herein and/or by Exhibits and/or Schedules annexed hereto including,
but not limited to its certified financial statements and notes thereto; NMDG
understanding that Acquiror is fully relying on the representations contained in
such documents and would not entertain the acquisition contemplated herein
absent such documents being wholly accurate and complete in all material
respects.
10. Covenants of Acquiror.
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From the date hereof until the Closing Date, Acquiror shall:
(a) Use its best efforts to preserve its business organization
intact;
(b) Properly and promptly give NMDG notice of any change in
its financial condition, business or affairs;
(c) Maintain its books and records in a manner consistent with
past practices;
(d) Make available for inspection all books and records or
other information which NMDG may reasonably request from time to time as NMDG
deems necessary or appropriate to evaluate the business, affairs and financial
condition of Acquiror;
(e) Registration Covenant. Acquiror and NMDG are entering
into the Registration Rights Agreement attached hereto as Exhibit 10.
11. Continuation and Survival of Representations, Warranties and
Covenants.
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All representations, warranties and covenants made in this
Agreement shall continue to be true and correct at and as of the Closing Date
and shall survive the Closing and the consummation of the transactions
contemplated by this Agreement for two years from the closing date hereof unless
otherwise expressly provided herein.
12. Conditions Precedent to the Obligation of Acquiror.
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The obligations of Acquiror under this Agreement are subject
to the satisfaction of the following conditions on or before the Closing Date:
(a) Accuracy of Representations and Warranties. The
representations and warranties of NMDG herein contained shall have been true and
correct in all material respects when made, and, in addition, shall be true and
correct in all material respects on and as of the Closing Date with the same
force and effect as though made on the Closing Date.
(b) Performance of Agreements. NMDG shall have in all material
respects performed all obligations, agreements, covenants and conditions
contained in this Agreement to be performed and complied with by it on or prior
to the Closing Date.
(c) Corporate Approvals. All necessary corporate action on the
part of the directors and holders of NMDG common stock approving the
transactions contemplated by this Agreement shall have been taken.
(d) Satisfactory to Counsel. All proceedings taken by NMDG and
all instruments executed and delivered by NMDG on or prior to the Closing Date
in connection with the transactions contemplated hereby shall be reasonably
satisfactory in form and substance to counsel for Acquiror.
(e) Absence of Prohibitions. No court order prohibiting the
acquisition by Acquiror of the NMDG Common set forth herein shall be in effect.
13. Conditions Precedent to the Obligations of NMDG.
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The obligations of NMDG under this Agreement are subject to
the satisfaction of the following conditions on or before the Closing Date:
(a) Accuracy of Representations and Warranties. The
representations and warranties of Acquiror herein contained shall have been true
and correct in all respects when made, and, in addition, shall be true and
correct in all respects on and as of the Closing Date with the same force and
effect as though made on the Closing Date.
(b) Performance of Agreements. Acquiror shall have performed
all obligations and agreements and complied with all covenants and conditions
contained in this Agreement to be performed and complied with by it on or prior
to the Closing Date.
(c) Corporate Approval. All necessary corporate action
on the part of the Board of Directors and shareholders of Acquiror approving the
transactions contemplated by this Agreement shall have been taken.
(d) Operations of Acquiror. No event shall have occurred with
respect to the Acquiror which in the reasonable opinion of NMDG is so adverse s
to make it impracticable to proceed with the transactions contemplated hereby.
(e) Proceedings Satisfactory to Counsel. All proceedings taken
by Acquiror and all instruments executed and delivered by Acquiror on or prior
to the Closing Date in connection with the transactions contemplated hereby
shall be reasonably satisfactory in form and substance to counsel for NMDG.
14. Deliveries to Acquiror on the Closing Date.
------------------------------------------
On the Closing Date, NMDG shall deliver to Acquiror the
following:
(a) A certificate executed by the President of NMDG and Xx.
Xxxxxx Xxxxxxxx, NMDG's major shareholder, confirming that the representations
and warranties made pursuant to paragraph 5 of this Agreement are true and
correct in all material respects when first made and on the Closing Date.
(b) Certified copies of resolutions duly adopted by the Board
of Directors of NMDG authorizing the execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby.
(c) Good Standing Certificate and Tax Certificate or its
equivalent issued by the appropriate Secretary of State of Florida authorities
and dated within a reasonable time of the Closing Date.
(d) A xxxx of sale or other documentation to effect the
assignment of the Acquired Assets.
(e) An irrevocable proxy in favor of Xxxxx Xxxxxx, the
president of the Acquiror, of 26 month duration in form satisfactory to the
parties and their counsel. Such irrevocable proxy shall not survive the transfer
of the Deal Shares to NMDG's shareholders as a dividend, provided, however, that
Xxxxxx Xxxxxxxx shall execute an irrevocable proxy in favor of Xxxxx Xxxxxx for
not less then 25,000,000 of the shares.
15. Deliveries to NMDG on the Closing Date.
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On the Closing Date, Acquiror shall deliver to NMDG the
following:
(a) Certified copies of resolutions duly adopted by the Board
of Directors of Acquiror authorizing the execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated hereby.
(b) Good Standing Certificate issued by the Secretary of State
of the State of Nevada and a no-tax lien certificate issued by the proper agency
of the State of Nevada, and dated within a reasonable time of the Closing Date.
(c) Stock certificates for the Deal Shares in the names of
NMDG.
16. Closing.
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The parties hereto agree that the closing hereunder
("Closing") and the Closing Date hereunder shall be held on or before November
15, 2002, unless the parties shall otherwise unanimously agree in writing to
either an earlier or later date. In the event this transaction has not closed by
such date as is indicated in this paragraph 16, it may be abandoned by either
party pursuant to paragraph 18 hereof.
17. Indemnification.
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Within the period provided in paragraph 11 hereof and in
accordance with the terms thereof, each party to this Agreement, shall indemnify
and hold harmless each other party to whom a duty is owed hereunder by such
party against and in respect to any liability, damage or deficiency in all
actions, suits, proceedings, demands, assessments, judgments, cost and expenses,
including attorneys' fees incident to any of the foregoing, resulting from any
misrepresentation, breach of covenant or warranty or other non-fulfillment of
any agreement on the part of any such party under this Agreement or from any
misrepresentations or omissions from any document furnished or to be furnished
to a party hereunder. NMDG and the Acquiror jointly and severally, hereby (a)
agree to the venue and jurisdiction of or in the state and federal courts of New
York in connection with any actions commenced under this paragraph 17, and the
enforcement of any settlements, orders, decrees and judgments arising therefrom
or related thereto, and (b) irrevocably appoint the attorney who is listed as
receiving a copy of the notices to it, to accept and receive any and all
notices, service, orders, decrees, summons, pleadings and other documents
relating thereto. NMDG and the Acquiror agree that any indemnifications required
hereunder shall, if at all practicable, be made by an adjustment, to more or
less, in the number of Deal Shares.
18. Waiver, Modification, Abandonment.
---------------------------------
(a) Waivers. The failure of Acquiror to comply with any of its
obligations, agreements or conditions as set forth herein may be waived
expressly in writing by NMDG, by action of its Board of Directors without the
requirement of a vote of holders of NMDG Common. The failure of NMDG to comply
with any of its obligations, agreements or conditions as set forth herein may be
waived expressly in writing by Acquiror, by action of its Board of Directors,
without the requirement of a vote of Acquiror shareholders.
(b) Modification. This Agreement may be modified (only
in writing) at any time in any respect by the unanimous consent of all of the
parties hereto.
(c) Abandonment. The transactions contemplated by this
Agreement may be abandoned on or before the Closing Date, notwithstanding
approval of this Agreement by the shareholders of any party but only:
(i) By the mutual agreement of the Boards of
Directors of Acquiror and NMDG;
(ii) By the Board of Directors of Acquiror if any
of the conditions provided in paragraph 12 or paragraph 14 shall not have been
satisfied, complied with or performed in any material respect, and the Board of
Directors of Acquiror shall not have waived in writing such failure of
satisfaction, non-compliance or non-performance; or
(iii) By the Board of Directors of NMDG, if any of
the conditions provided in paragraph 13 or paragraph 15 shall not have been
satisfied, complied with or performed in any material respect, and the Board of
Directors of NMDG shall not have waived in writing such failure of satisfaction,
non-compliance or non-performance.
(d) Effect of Abandonment. If the transactions contemplated by
this Agreement are abandoned as provided for in paragraph 18 hereof, (i) this
Agreement shall forthwith become wholly void and shall have no effect and there
shall be no liability to any party to this Agreement or to the directors,
officers, representatives and agents of any such parties and (ii) each party
shall pay its own fees and expenses incident to the negotiation, preparation,
and execution of this Agreement and the obtaining of the necessary approvals
thereof, including fees and expenses of its counsel, accountants, and experts,
if any.
19. Execution.
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This Agreement shall become binding and legally effective when
it has been executed by Acquiror and NMDG and all prior agreements shall be
merged herein.
20. Miscellaneous.
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(a) Finders. Except for the fee of 1,000,000 Exus common
shares to be issued to Xxxxxx Xxxxxx, as may be specifically set forth herein or
in Exhibit G hereto, the parties acknowledge that there are no persons entitled
to receive any finder's fee, brokerage or similar commission or fee in
connection with the transactions contemplated by this Agreement and each party
hereto indemnifies and holds the other parties harmless against any claim for
any such finder's fee based on the alleged retention of a finder.
(b) Controlling Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York as they are
applied to agreements executed, delivered and to be performed entirely within
the State of New York.
(c) Notices. All notices, requests, demands and other
communications required or permitted under this Agreement shall be in writing
and shall be deemed to have been duly given, made and received when delivered
against receipt or when deposited in the United States mails, first class
postage prepaid, or by recognized overnight courier, addressed as set forth
below:
(i) If to Acquiror:
Exus Networks, Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: 000 000-0000
Facsimile: 000 000-0000
Attn.: Xxxxx Xxxxxx, President
with a copy, given in the manner prescribed
above to:
Xxxx X. Xxxxxxxx, Esq.
00 Xxxx 00xx Xxxxxx
Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
(ii) If to NMDGs:
New Millennium Development Group, Inc.
000 XX 0xx Xxxxxx, Xxxxx 000
P.O. B. 3505
Xxxxxx Xxxxx, XX 00000
Telephone: 000 000-0000
Facsimile: 000 000-0000
with a copy, given in the manner prescribed
above to:
Xxxx Xxxxx Esq.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel 000-000-0000
Facsimile 000-000-0000
Any party may alter the address to which communications are to be sent by giving
written notice of such change and address by conformity with the provisions of
this paragraph of the giving of notice.
(d) Binding Nature of Agreements; No Assignment. This
Agreement shall be binding upon and inure to the benefit of the parties hereto,
and their respective successors and assigns, except that no party may assign or
transfer its rights or obligations under this Agreement without the prior
written consent of the other parties hereto.
(e) Entire Agreement; Amendment. This Agreement contains the
entire understanding among the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements and
understandings, inducements or conditions, express or implied, oral or written,
except as herein contained. This Agreement may not be modified or amended other
than by an agreement in writing.
(f) Further Assurances. At any time, and from time to time,
after the Closing Date, each party will execute such additional instruments and
take such actions as may be reasonably requested by any other party to carry out
the intended purposes of this Agreement.
(g) Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original as against any
party whose signature appears thereon, and all of which shall together
constitute one and the same instrument. This Agreement shall become binding when
one or more counterparts hereof, individually or taken together, shall bear the
signatures of all of the parties reflected hereon as the signatories.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
EXUS NETWORKS, INC.
By:
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Xxxxx Xxxxxx, President
NEW MILLENNIUM DEVELOPMENT GROUP, INC.
By:
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Xxxx Xxxxxxx, President
SCHEDULE A
LIST OF ACQUIRED ASSETS
NMDG Shareholders List, Names, addresses. List to be over 500 shareholders.
NMDG contacts and affiliates, Names, addresses. List to be over 1500 Contacts.
With rights to discuss and enter into contracts with NMDG shareholders,
contacts, present and past employees as investors, consultants, employees,
directors and advisors.
