Exhibit 2.2
Form 10-SB
Xx. Xxxxxxxxxxx'x Original Formulas Inc.
File No.:
ASSET TRANSFER AGREEMENT
This Agreement (the "Agreement") entered into this 25th day
of March 2000 by and between UNIVERSITY GRAPHICS, INC., a New
Jersey corporation with offices located at 0000 Xxxxx 000 Xxxx,
Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000 (the "Company"), and XXXXXXX
X. XXXXXX, a New Jersey resident residing at 000 Xxxxxx Xxxx,
Xxxxxx, Xxx Xxxxxx, 00000 (the "Investor") and HIGHLAND
ASSOCIATES, a New Jersey partnership with offices located at 000
Xxxxxx Xxxx, Xxxxxx, Xxx Xxxxxx, 00000 (the "Creditor").
Recitals
WHEREAS, the current board of directors of the Company have
conducted extensive due diligence, including legal and financial
due diligence;
WHEREAS, the current board of directors are of the opinion
that the shareholders of the Company will be better served if the
Company divests itself of all of its current liabilities and
assets and pursues the acquisition of an existing business, for
the purposes herein referred to as "Newco", through a reverse
acquisition rather than continuing with the historical intent of
the Company;
WHEREAS, the Creditor is the landlord of the Company and is
entitled to monthly lease payments extending until October 21,
2004 for the lease of the Company's existing office space located
at 00 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxx Xxxxxxxxx, Xxx Xxxxxx 00000,
pursuant to a Lease Agreement dated October 22, 1984;
WHEREAS, the Investor has loaned significant monies, time and
energy (collectively referred to as the "Resources") to the
Company and is desirous to receive valid compensation for these
Resources;
WHEREAS, the current board of directors of the Company has
been provided with all relevant materials regarding the debts owed
to the Creditor and the Investor and have reviewed such to their
satisfaction;
WHEREAS, the Creditor and the Company agree that the present
value of the lease payments owed to the Creditor under the term of
the Lease Agreement is One Hundred Ninety-Two Thousand Dollars
($192,000);
WHEREAS, the Investor and the Company agree that the Company
owes the Investor a total of Four Hundred Twenty One Thousand
Eighty-Five Dollars and Ninety-Two Cents ($421,085.92);
NOW, THEREFORE, in consideration of the terms and conditions
of this Agreement the parties hereto agree as follows:
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ARTICLE I - TRANSFER OF ASSETS.
A. Assignment of Note and Supporting Loan Documents. The
Company hereby agrees to transfer and assign to the Investor and
the Creditor (to be apportioned between same as set forth below)
the rights it holds in a Promissory Note given by GGS Information
Services, Inc. dated November 17, 1997 in the principal amount of
$707,165.00, together with the Security Agreement and the UCC-1
Financing Statements related thereto, and assigned to the Company
by First Union National Bank by Assignment of Loan Documents dated
July 31, 1998 and notarized on August 11, 1998. The Promissory
Note is performing and the principal amount due thereunder has
been reduced to approximately Three Hundred Thirty Thousand
Dollars ($330,000) which proceeds shall be apportioned between the
Investor and the Creditor as follows: One Hundred Ninety Thousand
Dollars ($190,000) of the proceeds to the Creditor with the
remaining proceeds to the Investor. The Company shall allocate
$73,432.18 of the proceeds paid to the Investor as a set-off
against a loan balance of $148,886.16 due and owing to the
Investor for a loan to be made to the Company from Investor's
Insurance Policy (the "Loan") and the remaining proceeds to pay
the Investor for the other Resources. The transfer and assignment
shall be accomplished through the execution by the parties hereto
of a separate legal document entitled "Assignment of Loan
Documents" effective April 7, 2000.
B. Transfer of Cash on Hand. The Company hereby transfers all
of its cash on hand, a total of Twenty Thousand Eight Hundred
Twenty Seven Dollars and Seventy-Eight Cents ($20,827.78) less
payment of current liabilities to the Investor in payment for the
Other Resources.
C. Transfer of the Remaining Assets of the Company. The
Company hereby transfers all other assets including but not
limited to legal title to its name (University Graphics, Inc.),
technologies, trademarks, registrations, and secrets to the
Investor.
D. Set-off of Premium Advance. The Company and the Investor
agree to set-off an Insurance Premium Advance owed to the Company
in the amount of $75,454.00 against the remaining balance of the
Loan.
F. Counterparts. This Agreement may be executed in any number
of counterparts and all such counterparts taken together shall be
deemed to constitute one instrument.
G. Entire Agreement. This Agreement constitutes the entire
understanding between the parties hereto with respect to the
subject matter hereof and supercedes all negotiations,
representations, prior discussions, and preliminary agreements
between the parties hereto relating to the subject matter of this
Agreement.
H. Interpretation of Agreement. This Agreement shall be
interpreted and construed as if equally drafted by all parties
hereto.
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I. Partial Invalidity. If any term of this Agreement shall be
held to be invalid or unenforceable, such term shall be deemed to
be severable and the validity of the terms of this Agreement shall
in no way be affected thereby.
J. Headings. The descriptive headings of the various Sections
or parts of this Agreement are for the convenience only and shall
not affect the meaning or construction of any of the provisions
hereof.
K. Further Assurances. At any time, and from time to time,
after the effective date, each party will execute such additional
instruments and take such actions as may be reasonably requested
by the other party to confirm or perfect title to any property
interests transferred hereunder or otherwise to carry out the
intent and purposes of this Agreement.
L. Full Knowledge. By their signatures, the parties
acknowledge that they have carefully read and fully understand the
terms and conditions of this Agreement, that each party has freely
agreed to be bound by the terms and conditions of this Agreement.
ARTICLE II -RELEASE OF LIABILITIES.
A. Release of Liabilities Given by the Creditor. The Creditor
hereby releases and gives up any and all claims and rights that
the Creditor may have against the Company for anything which has
happened up to now.
B. Release of Liabilities Given by the Investor. The Investor
hereby releases and gives up any and all claims and rights that
the Investor may have against the Company for anything which has
happened up to now.
ARTICLE III - ASSUMPTION OF EXISTING LIABILITIES.
A. The Investor's Agreement to Assume Undisclosed
Liabilities. The Investor hereby agrees to assume all liabilities
of the Company which are not otherwise disclosed herein and are
existing prior to the date of this Agreement. The Investor agrees
to defend and hold the Company harmless from any claim, action or
suit brought by any party for any and all claims arising prior to
the date of this Agreement except that the Investor is under no
duty to defend or hold the Company harmless for any and all claims
arising out of this Agreement or any of the other actions taken by
the parties to effectuate the acquisition, merger and
consolidation of Newco, as a wholly owned subsidiary of the
Company.
ARTICLE IV - REPRESENTATION AND WARRANTIES OF THE COMPANY.
A. Representations and Warranties of the Company. The Company
represents and warrants to the Investor and Creditor as set forth
below. These representations and warranties are made as an
inducement to the Company to enter into this Agreement.
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1. Organization and Good Standing. The Company is
a corporation duly organized, validly existing and
*in good standing under the laws of the State of
New Jersey with full power and authority to enter
into and perform the transactions contemplated
under this Agreement.
2. Performance of this Agreement. The execution
and performance of this Agreement has been
authorized by the Board of Directors of the
Company.
ARTICLE V - REPRESENTATION AND WARRANTIES OF THE CREDITOR.
A. Representations and Warranties of the Creditor. The
Creditor represents and warrants to the Company as set forth
below. These representations and warranties are made as an
inducement to the Company to enter into this Agreement.
1. Organization and Good Standing. The Creditor is
a partnership duly organized, validly existing and
in good standing under the laws of the State of
New Jersey with full power and authority to enter
into and perform the transactions contemplated
under this Agreement.
2. The Creditor makes no representations or
warranties as to whether this transaction complies
with federal or state law.
ARTICLE VI - REPRESENTATION AND WARRANTIES OF THE INVESTOR.
B. Representations and Warranties of the Investor. The
Investor represents and warrants to the Company as set forth
below. These representations and warranties are made as an
inducement to the Company to enter into this Agreement.
1. Access to Information. The Investor has
received and read and is familiar with information
concerning the Company, and confirms that, to his
satisfaction, has a complete knowledge of all
documents, records, books and obligations of the
Company.
2. Accuracy of All Statements made by the
Investor. No representation or warranty by the
Investor in this Agreement, nor any statement,
certificate, schedule, or exhibit hereto furnished
or to be furnished by the Investor pursuant to
this Agreement, nor any document or certificate
delivered to the Company pursuant to this
Agreement or in connection with actions
contemplated hereby, contains or shall contain any
untrue statement of material fact or omits to
state or shall omit to state a material fact
necessary to make the statements contained therein
not misleading.
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3. The Investor further represents and warrants
that no person over whom or over which the
Investor has control, with whom the Investor has a
family relationship, with whom or with which the
Investor has a material relationship, or any
associate of the Investor is owed any money by the
Company, has any cause of action or claim against
the Company, or otherwise has any cause of action
or claim against the Company, or otherwise has any
contractual agreement, arrangement, or other
relationship with the Company.
4. The Investor makes no representations or
warranties as to whether this transaction complies
with federal or state law.
ARTICLE VIII - INDEMNIFICATION.
A. Indemnification Given by the Company. The Company hereby
agrees to defend and hold both the Creditor and the Investor and
their agents, including their attorneys and accountants, harmless
from any and all claims, actions or suits brought by any third
party including but not limited to shareholders or any federal or
state regulatory bodies in any way arising out of or otherwise
relating to any of the actions taken by the parties to effectuate
the acquisition, merger and consolidation of Newco, as a wholly
owned subsidiary of the Company or from any and all claims or
liabilities arising after the date of this Agreement.
ARTICLE IX - CONDITION PRECEDENT
A. Condition. The performance of all parties obligations
hereunder are expressly subject to the Company's shareholders
approval on April 7, 2000 or within 60 days thereafter of all
actions necessary to consummate the acquisition, merger and
consolidation of Newco, as a wholly owned subsidiary of the
Company.
ARTICLE X - MISCELLANEOUS PROVISIONS.
A. Default Costs. Should any party to this Agreement default
in any of the covenants, conditions, or promises contained herein,
the defaulting party shall pay all costs and expenses, including
reasonable attorney's fee, which may arise or accrue from
enforcing this Agreement or in pursuing any remedy provided
hereunder.
B. Waiver and Amendment. Neither this Agreement nor any
provisions hereof may be changed, waived, terminated or discharged
orally, but only by an instrument in writing signed by the party
against whom enforcement of the change, waiver, termination or
discharge is sought.
C. Notices. All communications provided for herein shall be
in writing at the address first set forth herein or as otherwise
shall be designated by any party hereto.
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D. Governing Law. This Agreement shall be construed and
applied in accordance with the laws of the State of New Jersey.
Any controversy or claim arising out of or relating to this
agreement, or the breach thereof, which is not settled between the
parties themselves, shall be settled by arbitration in accordance
with the rules of the American Arbitration Association.
E. Successors and Assigns. This Agreement shall be binding
upon the parties and their successors and assigns and shall inure
to the other parties and successors and assigns.
IN WITNESS WHEREOF, the undersigned have executed and
delivered this document the day and year first above written.
COMPANY: INVESTOR
By: /s/ Xxxxxx Xxxxx 3/28/2000 By /s/ Xxxxxxx Xxxxxx
3/25/2000
Xxxxxx Xxxxx, President Date
Xxxxxxx Xxxxxx Date
000 Xxxxxx Xx. 000 Xxxxxx Xxxx
Address Xxxxxxx
Xxx Xxxxx, XX 00000 Xxxxxx, XX 00000
City State Zip City
State Zip
CREDITOR:
By: /s/ Xxxxxxx Xxxxxx 3-24-2000
Xxxxxxx Xxxxxx, Authorized Partner Date
000 Xxxxxx Xxxx
Xxxxxxx
Xxxxxx XX 00000
City State Zip
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ADDENDUM TO ASSET TRANSFER AGREEMENT
This document is to confirm that the liabilities referenced in the
Asset Transfer Agreement dated 3-25-2000 by and between University
Graphics, Inc. (the "Company") and Xxxx X. Xxxxxx (the "Investor")
and Highland Associates (the "Creditor") are to include all assets
and liabilities of the Company and all transfers of such assets
and liabilities are to be effective on or before March 31, 2000.
In connection with the foregoing transfer all shares of the
subsidiaries, specifically University Graphics, Inc., a
Pennsylvania corporation and TG Corporation, a New Jersey
corporation are to be transferred to Xxxxxxx X. Xxxxxx effective 3-
25-2000. Further, Xx. Xxxxxx is empowered to take all actions
required to complete said transfer.
/s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
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ASSIGNMENT OF LOAN DOCUMENTS
This Assignment of Loan Documents is made, to be effective on
April 7, 2000, by and between UNIVERSITY GRAPICS, INC.
("Assignor"), for good and valuable consideration, in favor of
XXXXXXX X. XXXXXX and HIGHLANDS ASSOCIATES ("Assignees"), pursuant
to an Asset Transfer Agreement between Assignor and Assignees
dated March 25, 2000 ("Asset Transfer Agreement").
Assignor hereby assigns, transfers and sets over to
Assignees, their successors and assigns, the proceeds of which are
to be apportioned between Assignees in accordance with the terms
of the Asset Transfer Agreement, the Promissory Note given by GGS
Information Services, Inc. dated November 17, 1997 in the
principal amount of $707,165, described more particularly in
Exhibit A annexed hereto, together with the Security Agreement and
the UCC-1 Financing Statements related thereto and described more
particularly in Exhibit A and assigned to Assignor by First Union
National Bank by Assignment of Loan Documents dated July 31, 1998
and notarized on August 11, 1998.
UNIVERSITY GRAPHICS, INC.
By: /s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
President
STATE OF UTAH :
: SS
COUNTY OF UTAH :
On this 28th day of March, 2000, before me, a Notary Public,
the undersigned officer, personally appeared Xxxxxx Xxxxx, who
acknowledged himself to be the President of UNIVERSITY GRAPHICS,
INC., the Assignor in the foregoing instrument, and that he as
such President, being authorized to do so, executed the foregoing
instrument for the purpose therein contained by signing his name
thereto as President of Assignor.
WITNESS my and Notarial seal, the day and year aforesaid.
/s/ Xxxxx X. Xxxxxx
Notary Public
ACKNOWLEDGEMENT BY ASSIGNEES
The Assignees hereby acknowledge by virtue of their execution
of this Acknowledgement that they have read the aforesaid
instrument, understand and accept the terms thereof
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On behalf of XXXXXXX X. XXXXXX On behalf of HIGHLANDS
ASSOCIATES
By: Xxxxxxx X. Xxxxxx By: Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx Xxxxxxx
X. Xxxxxx
Authorized Partner
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