ASSET SALE AND DEBT ASSIGNMENT AGREEMENT
EXHIBIT 10.1
THIS
ASSET SALE AND DEBT ASSIGNMENT AGREEMENT (this “Agreement”),
dated as of June 30, 2009, is between Tenshon, Inc., a Nevada corporation
(“Seller”)
and Xxxxx Xxxxxxxxx, Ltd., an Arizona limited liability company (collectively,
“Buyer”). Buyer
and Seller are sometimes individually referred to as a “Party” and
collectively as the “Parties.”
RECITALS
A. This
Agreement contemplates a transaction in which the Buyer will purchase all of the
assets of the Seller (as outlined in Exhibit
A attached hereto and made a part hereof (the “Assets”)
and 37,200,000 shares of Seller’s common stock (the “Stock”) in
exchange for the assumption certain of the liabilities of the Seller (as
outlined in Exhibit
B attached hereto and made a part hereof (the “Debts”).
B. Seller
desires to sell and assign and Buyer desires purchase and assume the Assets and
Debts in accordance with, and subject to, the terms and conditions set forth in
this Agreement.
AGREEMENT
In
consideration of the foregoing, the mutual covenants contained herein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
1. Purchase and Sale of Assets
and Common Stock. Buyer agrees to purchase from the Seller,
and the Seller agrees to sell, transfer, convey, and deliver to the Buyer all of
the Assets and the Stock at the Closing for the consideration specified below in
Section 3.
2. Assumption of
Liabilities. The Buyer agrees to assume and become responsible
for all of the Debts at the Closing. The Buyer will not assume or
have any responsibility, however, with respect to any other obligation or
liability of the Seller not included on Exhibit
B.
3. Purchase
Price. The Buyer agrees to assume the Debts at the Closing and
the value of the Debts in excess of the value of the Assets and the Stock shall
be the “Purchase
Price”.
4. Allocation. The
Parties agree to allocate the Purchase Price among the Assets for all purposes
(including financial accounting and tax purposes) in accordance with the
allocation schedule attached hereto as Exhibit
C.
5. Closing. The
closing of the conversion (the “Closing”)
shall occur at the offices of Tenshon, Inc. or as mutually agreed upon by Buyer
and Seller. The date of Closing shall be contemporaneous with the
execution of this Agreement.
6. Entire
Agreement. This Agreement (including the documents referred to
herein) constitutes the entire agreement between the Parties and supersedes any
prior understandings,
agreements,
or representations by or between the Parties, written or oral, to the extent
they relate in any way to the subject matter hereof.
7. Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together will constitute one and the same
instrument.
IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the day first
above written.
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SELLER:
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BUYER:
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Tenshon, Inc., a Nevada
corporation
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Xxxxx Xxxxxxxxx, Ltd.,
an Arizona limited liability company
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By:
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/s/
Xxxxxxxxx Xxxxx
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By:
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/s/
Xxxxxxxxx Xxxxx
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Name:
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Xxxxxxxxx
Xxxxx
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Name:
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Xxxxxxxxx
Xxxxx
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Title:
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Director
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Title:
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Manager
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