EX-10.6
CODE OF ETHICS
CONTRIBUTION AGREEMENT
This CONTRIBUTION AGREEMENT (hereinafter the "Agreement") is
made and entered into as of this 1st day of December 2004, by and
between Perfect Turf, Inc., a Nevada corporation ("Purchaser"), and
Synthetic Turf Corporation of America, a Nevada corporation
("Seller"), with reference to the following facts:
RECITALS
WHEREAS, the Seller is engaged in the business of sale and
distribution of artificial turf, a synthetic product used for
artificial home lawns, childcare playground surfacing, soccer and
football fields, and in numerous other applications where conditions
prohibit the use of natural grass surfaces, and the Seller owns the
assets used in the operation of such business (all of which is
referred to in this Agreement as the "Business").
WHEREAS, the Seller desires to contribute to the Purchaser
one hundred percent of the assets used by the Seller in the Business,
and the Purchaser shall issue all of outstanding the common stock of
the Purchaser to Seller.
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, and for other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and
confessed, the parties to this Agreement (hereinafter collectively
"parties" and individually "party") agree as follows:
AGREEMENT
1. CONTRIBUTION OF ASSETS AND ASSUMPTION OF LIABILITIES.
On the terms and conditions hereinafter set forth, the
Seller shall contribute and the Purchaser shall acquire all of the
Seller's right, title and interest in and to all of the assets used in
the Business (the "Contributed Assets") which are set forth on
Schedule 1 of this Agreement, subject to any and all liens, claims,
charges and encumbrances; provided that cash and cash equivalents will
be retained by Seller. Seller shall assign, and Purchase shall assume
all liabilities of the Seller, except for long-term liabilities and
certain expenses as set forth in Schedule 2.
2. ISSUANCE OF PURCHASER STOCK.
As consideration in full for the Contributed Assets, the
Purchaser agrees to deliver shares of Purchaser common stock,
("Purchaser Shares"). This issuance will constitute all of the issued
and outstanding shares of common stock of Purchaser. The Purchaser
Shares shall be issued no later than fifteen (15) days after the
execution of this Agreement.
3. REPRESENTATION'S AND WARRANTIES.
Each party hereby represents, warrants and covenants to the
other party that this Agreement, when executed and delivered on behalf
of the representing party, shall constitute valid and binding
obligations of such party, enforceable against it in accordance with
its terms.
4. MISCELLANEOUS.
(a) Each party agrees, without further consideration, to
cooperate and diligently perform any further acts, deeds and things
and to execute and deliver any documents that may be reasonably
necessary to consummate, evidence, confirm and/or carry out the intent
and provisions of this Agreement, all without undue delay or expense.
(b) All notices, demands, requests, consents, approvals or
other communications (for the purposes of this Paragraph hereinafter
collectively called "Notices"), required or permitted to be given
hereunder, or which are given with respect to this Agreement, shall be
in writing, and shall be given by personal delivery, telegraph or by
express mail, Federal Express, DHL or other similar form of
internationally recognized airborne/overnight delivery service (which
forms of Notice shall be deemed to have been given upon delivery), or
by telex or facsimile transmission (which forms of Notice shall be
deemed delivered upon confirmed transmission). Notices shall be
addressed to the appropriate party(s) as set forth on the signature
page of this Agreement, or to such other address as the receiving
party shall have specified most recently by like Notice, with a copy
to the other parties hereto.
(c) If any part or provision of this Agreement shall be
determined to be invalid, illegal or unenforceable under the laws of
the State of Nevada, then the remaining parts of this Agreement which
can be separated from the invalid, illegal or unenforceable provisions
shall continue in full force and effect, and the invalid, illegal or
unenforceable provisions shall be construed as if they had never been
incorporated into this Agreement.
(d) This Agreement may be executed in counterparts, each of
which shall be deemed an original, and all of which together shall
constitute but one and the same instrument.
WHEREFORE, the parties hereto have executed this
Contribution Agreement as of the date first set forth above.
"Seller"
SYNTHETIC TURF CORCORATION, INC.
By: /s/ Xxxx Xxxxxxxx
Xxxx Xxxxxxxx, President
Seller's Address: 0000 Xxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxx Xxxxxxx, XX 00000
"Purchaser"
PERFECT TURF, INC.
By: /s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx, Director
Purchaser's Address: 0000 Xxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxx Xxxxxxx, XX 00000
