ASSET SALE AGREEMENT
THIS
ASSET SALE AGREEMENT (this “Agreement”) is made this 15th
day of
May 2005, by and among GUANO DISTRIBUTORS, INC, a Nevada corporation (“Guano”):
GUANO DISTRIBUTORS PTY LTD, a South African Limited Company (“GDL”); and XXXXX
XXXXXXX (“Xxxxxxx”), based on the following:
Recitals
Guano
wishes to acquire all the ownership interest stock of GDL from Xxxxxxx in
exchange for assumption of all associated debts and liabilities of GDL, the
option to purchase 20,000,000 shares of Guano at $0.001 per share and
appointment to the Board of Directors of Guano for Xxxxxxx.
Agreement
Based
on
the stated premises, which are incorporated herein by reference, and for and
in
consideration of the mutual covenants and agreements hereinafter set forth,
the
mutual benefits to the parties to be derived here from, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, it is hereby agreed as follows.
ARTICLE
1
CLOSING
1.01 Exchange
of Interests.
On the
terms and subject to the conditions set forth in this Agreement on the Closing
Date (as defined in Section
1.05
hereof)
GDL shall assign transfer and deliver to Guano, free and clear of all liens,
pledges, encumbrances, charges, restrictions, or claims of any kind, nature,
or
description, all of their respective ownership interest in GDL (the “GDL
Shares”) owned by Xxxxxxx which interests shall represent one hundred percent
(100%) of the ownership interest in GDL, and Guano agrees to acquire such
ownership interests on such date by issuing and delivering in exchange therefore
an assignment of all liabilities and debts of Sociaf from Xxxxxxx to Guano
(the
“Sociaf Assignment”). Such Assignment shall be presented to encompass all debts
and liabilities of Sociaf and shall be duly notarized as of the Closing
date.
1.02 Closing.
The
Closing contemplated hereby shall be held at a mutually agreed upon time and
place on or before May 15, 2005, (the “Closing Date”). The Agreement may be
closed at any time following approval by a majority of the board of directors
of
GDL. The Closing may be accomplished by wire, express mail, overnight courier,
conference telephone call or as otherwise agreed to by the respective parties
or
their duly authorized representatives.
1.03 Closing
Events.
(a) Xxxxxxx
Deliveries.
Subject
to fulfillment or waiver of the conditions set forth in Article
IV,
Xxxxxxx
shall deliver to Guano at Closing all the following:
(i)
Copies of the resolutions of GDL’s board of directors’ minutes or consents
authorizing the execution and performance of this Agreement and the contemplated
transactions. In addition to the above deliveries, Xxxxxxx shall take all steps
and actions as Guano may reasonably request or as may otherwise be reasonably
necessary to consummate the transactions contemplated hereby.
(b) Guano
Deliveries.
Subject
to fulfillment or waiver of the conditions set forth in Article
V,
Guano
shall deliver to Xxxxxxx at Closing all the following:
| (i) |
Option
agreement for the purchase of 20,000,000 shares of Guano at $0.001
per
share.
|
| (ii) |
Appointment
to the Board of Directors of Guano for
Xxxxxxx.
|
In
addition to the above deliveries, Guano shall take all steps and actions as
Xxxxxxx may reasonably request or as may otherwise be reasonably necessary
to
consummate the transactions contemplated hereby.
1
ARTICLE
II
MISCELLANEOUS
The
covenants set forth in this section shall survive the Closing Date and the
consummation of the transactions herein contemplated.
2.01 No
Representation Regarding Tax Treatment.
No
representation or warranty is being made by any party to any other regarding
the
treatment of this transaction for national, provincial, federal or state income
taxation. Each party has relied exclusively on its own legal, accounting. and
other tax adviser regarding the treatment of this transaction for federal and
state income taxes and on no representation, warranty, or assurance from any
other party or such other party’s legal, accounting, or other
adviser.
2.02 Governing
Law.
This
Agreement shall be governed by, enforced and construed under and in accordance
with the laws of the State of Nevada.
2.03 Notices.
Any
notices or other communications required or permitted hereunder shall be
sufficiently given if personally delivered, if sent by facsimile or telecopy
transmission or other electronic communication confirmed by registered or
certified mail, postage prepaid, or if sent by prepaid overnight courier to
the
address of the respective parties or such other addresses as shall be furnished
in writing by any party in the manner for giving notices, hereunder, and any
such notice or communication shall be deemed to have been given as of the date
so delivered or sent by facsimile or telecopy transmission or other electronic
communication, or one day after the date so sent by overnight
courier,
2.04 Entire
Agreement.
This
Agreement represents the entire agreement between the parties relating to the
subject matter hereof. All previous agreements between the parties, whether
written or oral have been merged into this Agreement. This Agreement alone
fully
and completely expresses the agreement of the parties relating to the subject
matter hereof There are no other courses of dealing, understandings, agreements,
representations, or warranties, written or oral, except as set forth
herein
2.05 Counterparts.
This
Agreement may he executed in multiple counterparts, each of which shall be
deemed an original and all of which taken together shall be but a single
instrument.
2.06 Acceptance
by Fax.
This
Agreement shall be accepted, effective and binding, for all purposes, when
the
parties shall have signed and transmitted to each other, by telecopier or
otherwise, copies of the signature pages hereto.
IN
WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to
be
executed by their respective officers, hereunto duly authorized, as of the
date
first above written.
|
GUANO
DISTRIBUTORS, INC
a Nevada corporation
|
GUANO
DISTRIBUTORS, PTY LTD.
a
South African Limited Company
|
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| By: | By: | |||
|
Its Duly Authorized Officer |
Its Duly Authorized Officer |
|||
| Xxxxxx Xxxxxxx |
Xxxxx
Xxxxxxx
|
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