AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS
This
Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of
Obligations (“Transfer
and Assumption Agreement”)
is
made as of August 13, 2007, by International Food and Wine Consultants, Inc.,
a
Delaware corporation (“Assignor”),
and
IFWC Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of
Assignor (“Assignee”).
WHEREAS,
Assignor is a party to an agreement and plan of merger, dated August 13, 2007,
whereby a wholly-owned subsidiary of Assignor merged with and into G8Wave,
Inc.,
a Delaware corporation (“G8Wave”),
and
G8Wave, as the surviving corporation, became the wholly-owned subsidiary of
Assignor (the “Merger”);
WHEREAS,
immediately prior to the closing of the Merger, Assignor was engaged in the
business of teaching Italian cuisine preparation in Italy (the “Business”);
and
WHEREAS,
Assignor desires to convey, transfer and assign to Assignee, and Assignee
desires to acquire from Assignor, all of the assets of Assignor relating to
the
Business, and in connection therewith, Assignee has agreed to assume all of
the
liabilities of Assignor relating to the Business, on the terms and conditions
set forth herein.
NOW
THEREFORE, in consideration of the mutual promises and agreements contained
herein, the parties hereto, intending to be legally bound hereby, agree as
follows:
Section
1. Assignment.
1.1. Assignment
of Assets.
For
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged by Assignor, Assignor does hereby assign, grant, bargain, sell,
convey, transfer and deliver to Assignee, and its successors and assigns, all
of
Assignor’s right, title and interest in, to and under the assets, properties and
business, of every kind and description, wherever located, real, personal or
mixed, tangible or intangible, owned, held or used in the conduct of the
Business (the “Assets”),
including, but not limited to, the Assets listed on Exhibit
A
hereto,
and
identified in part by reference to Assignor’s balance sheet as of March 31,
2007, filed with Securities and Exchange Commission as part of Assignor’s
quarterly report on Form 10-QSB on May 14, 2007 (the “Balance
Sheet”);
1.2 Further
Assurances.
Assignor shall from time to time after the date hereof at the request of
Assignee and without further consideration execute and deliver to Assignee
such
additional instruments of transfer and assignment, including without limitation
any bills of sale, assignments of leases, deeds, and other recordable
instruments of assignment, transfer and conveyance, in addition to this Transfer
and Assumption Agreement, as Assignee shall reasonably request to evidence
more
fully the assignment by Assignor to Assignee of the Assets.
Section
2. Assumption.
2.1 Assumed
Liabilities.
As of
the date hereof, Assignee hereby assumes and agrees to pay, perform and
discharge, fully and completely, (i) all
of
Assignor’s liabilities,
commitments, contracts, agreements, obligations or other claims against
Assignor, whether known or unknown, asserted or unasserted, accrued or
unaccrued, absolute or contingent, liquidated or unliquidated, due or to become
due, and whether contractual, statutory, or otherwise associated
with the Business (the “Liabilities”),
including, but not limited to, the Liabilities listed on Exhibit
B,
and
identified in part by reference to the Balance Sheet.
2.4 Further
Assurances.
Assignee shall from time to time after the date hereof at the request of
Assignor and without further consideration execute and deliver to Assignor
such
additional instruments of assumption in addition to this Transfer and Assumption
Agreement as Assignor shall reasonably request to evidence more fully the
assumption by Assignee of the Liabilities.
Section
3.
Headings.
The
descriptive headings contained in this Transfer and Assumption Agreement are
for
convenience of reference only and shall not affect in any way the meaning or
interpretation of this Transfer and Assumption Agreement.
Section
4. Governing
Law.
This
Transfer and Assumption Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to contracts made
and to be performed entirely within that state, except that any conveyances
of
leaseholds and real property made herein shall be governed by the laws of the
respective jurisdictions in which such property is located.
[The
remainder of this page is blank intentionally.]
IN
WITNESS WHEREOF, this Transfer and Assumption Agreement has been duly executed
and delivered by the parties hereto as of the date first above
written.
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INTERNATIONAL
FOOD AND WINE CONSULTANTS, INC.
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By:
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/s/ Xxxxx Xxxxxx | |
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Name:
Xxxxx Xxxxxx
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Title:
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IFWC
HOLDINGS, INC.
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By:
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/s/ Xxxxx Xxxxxx
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Name:
Xxxxx Xxxxxx
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Title:
President & CEO
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Exhibit
A
(a) All
of
the equipment, computers, servers, hardware, appliances, implements, and all
other tangible personal property that are owned by Assignor and have been used
in the conduct of the Business;
(b) all
inventory associated with the Business;
(c) all
real
property and real property leases to which Assignor is a party, and which affect
the Business or the Assets;
(d) all
contracts to which Assignor is a party, or which affect the Business or the
Assets, including leases of personal property;
(e) all
rights, claims and causes of action against third parties resulting from or
relating to the operation of the Business or the Assets, including without
limitation, any rights, claims and causes of action arising under warranties
from vendors and other third parties;
(f) all
governmental licenses, permits, authorizations, consents or approvals affecting
or relating to the Business or the Assets;
(g) all
accounts receivable, notes receivable, prepaid expenses and insurance and
indemnity claims to the extent related to any of the Assets or the
Business;
(h) all
goodwill associated with the Assets and the Business;
(i) all
business records, regardless of the medium of storage, relating to the Assets
and/or the Business, including without limitation, all schematics, drawings,
customer data, subscriber lists, statistics, promotional graphics, original
art
work, mats, plates, negatives, accounting and financial information concerning
the Assets or Business;
(j) all
internet domain names and URLs of the Business, software, inventions, art works,
patents, patent applications, processes, shop rights, formulas, brand names,
trade secrets, know-how, service marks, trade names, trademarks, trademark
applications, copyrights, source and object codes, customer lists, drawings,
ideas, algorithms, processes, computer software programs or applications (in
code and object code form), tangible or intangible proprietary information
and
any other intellectual property and similar items and related rights owned
by or
licensed to Assignor used in the Business, together with any goodwill associated
therewith and all rights of action on account of past, present and future
unauthorized use or infringement thereof; and
(k) all
other
privileges, rights, interests, properties and assets of whatever nature and
wherever located that are owned, used or intended for use in connection with,
or
that are necessary to the continued conduct of, the Business as presently
conducted or planned to be conducted.
Exhibit
B
(a) All
liabilities in respect of indebtedness of Assignor related to the
Business;
(b) product
liability and warranty claims relating to any product or service of Assignor
associated with the Business;
(c) taxes,
duties, levies, assessments and other such charges, including any penalties,
interests and fines with respect thereto, payable by Assignor to any federal,
provincial, municipal or other government, domestic or foreign, incurred in
the
conduct of the Business;
(d) liabilities
for salary, bonus, vacation pay, severance payments damages for wrongful
dismissal, or other compensation or benefits relating to Assignor’s employees
employed in the conduct of the Business; and
(e) any
liability or claim for liability (whether in contract, in tort or otherwise,
and
whether or not successful) related to any lawsuit or threatened lawsuit or
claim
(including any claim for breach or non-performance of any contract) based upon
actions, omissions or events relating to the Business.
