XXXXXXXXXXX XXXXX, INC.
A COLORADO CORPORATION
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NOVAHEAD, INC.
Its Wholly Owned Assets
COPY OF
XXXXXXXXXXX XXXXX & NOVAHEAD
ASSET ACQUISITION AGREEMENT
AGREEMENT FOR TRANSFER AND SALE OF
PROPERTY AND CERTAIN ASSETS
THIS AGREEMENT is made as of October 1, 2001, by and between NovaHead,
Inc., an Arizona Corporation (the "Seller"), and Xxxxxxxxxxx-Xxxxx, Inc., a
Colorado Corporation, (the "Purchaser").
WITNESSETH:
WHEREAS, the Seller is the owner of certain Assets, Contracts, Contract
Rights, Product Rights, various intellectual properties and Licenses and desires
to sell such property and all rights to such property to Purchaser;
WHEREAS, the Purchaser desires to purchase such property from Seller for
the consideration and on the terms and conditions set forth herein.
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES, and the mutual covenants
of the parties hereto and other good and valuable consideration had and received
by each of the parties to this Agreement, receipt and sufficiency of which is
hereby acknowledged, and the parties hereto hereby agree as follows:
ARTICLE I
PROPERTY AND CERTAIN ASSETS TRANSFERRED AND WARRANTY OF SELLER
A. Seller hereby grants, bargains, sells, and convey A. Seller hereby grants,
bargains, sells, and conveys, transfers, assigns, sets over, abandons, and
delivers unto Purchaser in return for the purchase price to be paid by
Purchaser as set forth herein below, all right, title and interest of
Seller in and to the following Assets:
1. (Described in Exhibit A)
All Assets of Seller to be transferred to the Purchaser pursuant hereto,
including all Softwares developed and Softwares in development, Contracts and
pending Contracts, Contract Rights, Proprietary Rights, Licenses, Domain Name "
which are sometimes hereinafter collectively referred to as the "Property".
B. Seller hereby represents and warrants to Purchaser as follows:
1. That Seller is the owner of the Property free and clear of any and all
claims to free of any conditions, restrictions, liens, charges, encumbrances,
and any adverse claims or rights and pledges and assignments whatsoever.
Agreement for Transfer and Sale of Property and Certain Assets
2. That Seller has no knowledge of nor is aware of any circumstances that
would support any claim that would prevent Purchaser from using the Property.
3. That the Property (described in Exhibit A) and any proprietary
information is secret, confidential and represents proprietary know-how of
Seller and shall remain so.
4. That the Contracts, Contract Rights, Property and certain other Assets
sold do make up all or substantially all of the Assets of the Seller.
5. That the Seller's controlling Shareholders acknowledge on behalf of the
Company approval by the Shareholders is hereby given. Acknowledgment of same
shall be so disclosed in the Certificates of Resolutions by the Sellers and
Purchasers noted herein.
C. Seller agrees to disclose to Purchaser any and all improvements in the
technologies of the Property and agrees that such improvements shall become the
property of the Purchaser.
ARTICLE 11
AGREEMENT TO MAINTAIN CONFIDENTIALITY
Except as otherwise provided in Article I above, Seller covenants and
warrants that no other person has had any knowledge obtained through him of the
Property except under a properly effected Confidentiality Agreement. Seller and
Purchaser agree that they will at all times hereafter preserve the secrecy of
the Property and not disclose any confidential information pertaining to the
property to any person not expressly authorized by Purchaser in writing and
Seller will not make or permit to have made any unauthorized use or disclosure
of the Property.
ARTICLE III
EFFECTIVE DATE OF TRANSFER
The effective date of the Agreement shall be October 1, 2001. Purchaser
shall be the owner of all rights transferred herein and to the Property as of
the effective date of this Agreement noted in Exhibit A.
ARTICLE IV
PURCHASE PRICE AND A WARRANTY BY PURCHASER
The purchase price for the property is four Million dollars ($4,000,000)
payable by Purchaser to Seller, shall be as follows:
A. Delivery of eight Million (8,000,000) Shares of Restricted Common Stock
under Rule 144 to seller within a 60 day period from the effective date of
this Agreement, subject to applicable Federal and State Securities Laws to
the Sellers Shareholders. (see Exhibit B Acquisition of Stock Letter)
Agreement for Transfer and Sale of Property and Certain Assets
B. The Directors and Officers hereby on Closure of thi e Directors Agreement
by Certificate of Resolutions (see Exhibit C) will Elect the designated
Directors by the Seller and submit resignations of the Purchaser's Board of
Directors and Officers.
C. The Officers shall submit to the Company Treasury for cancellation one
million and fifty thousand (1,050,000) Shares of Common Stock with
President Xxxxxx X. Xxxxxx surrendering nine hundred and seventy five
thousand (975,000) Shares and Secretary Xxxxx X. Xxxxxxxx surrendering
seventy five thousand (75,000) Shares.
ARTICLE V
INDEMNIFICATION
Seller agrees to indemnify, from all damages asserted, hold harmless from all
claims and pay all legal fees and expenses, including retainers and all ongoing
xxxxxxxx, for any challenge, whether in litigation or demand, to Purchaser's
acquired ownership rights to the Property and any Property free and clear of all
liens claims and encumbrances. Failure to indemnify, hold harmless, and pay all
legal fees and expenses on a current basis shall be a default and subject Seller
to the provisions of Article V.
Purchaser agrees to indemnify, hold harmless, and agrees to defend Seller for
any and all liabilities, known or unknown, and any acts or actions, whether
financial or otherwise, taken on behalf of the Company, Xxxxxxxxxxx-Xxxxx from
the inception of Xxxxxxxxxxx-Xxxxx until this document is signed by all parties.
ARTICLE VI
MISCELLANEOUS
A. This Agreement contains the terms of all Agreements of the parties hereto
regarding the transfer of the Property by Seller to Purchaser and supersedes all
prior, written and oral Agreements in effect as of the date hereof
B. This Agreement shall be binding upon and inure to the benefit of the parties
hereto, their respective heirs, legal representatives, successors and assigns,
as the case may be.
C. This Agreement shall be governed by and construed under the laws of the State
of .Arizona.
D. All notices and other communications to be given by the parties among
themselves pursuant to this Agreement shall be 'in writing, by United States
mail, postage prepaid, certified mail, return receipt requested or if
hand-delivered then delivered to either of the parties at the following
addresses:
Agreement for Transfer and Sale of Property and Certain Assets
If to the Purchaser: If to the Seller:
-------------------- -----------------
XxxxxxXxxxx Xxxxx, Inc. Novahead, Inc. c/o Xxx Xxxxxxx, President
c/o Mr.K. Xxxx Xxxxxxx, Esq. 7000 2130 East Xxxxxx Ave
E. Princess Dr. Suite1249 Phoenix, Arizona 85016
Xxxxxxxxxx, XX. 00000
Either party may change its address to which any notices, communication, or
payments are to be made hereunder by giving prior written notice to the other
party thereof in the manner provided for in this section.
E. If any of the terms or conditions of this Agreement shall be declared void or
unenforceable by any court or administrative body of competent jurisdiction,
such terms and conditions shall be deemed severed from the remainder of this
Agreement, and the Agreement shall continue in all respects to be valid,
binding, and enforceable.
F. This Agreement may be executed simultaneously in multiple counterparts each
of the same force and effect. All covenants of the parties hereto shall survive
the termination of this Agreement.
G. This Agreement may not be amended, modified or supplemented except by a
written instrument executed by duly authorized officers of Purchaser and Seller.
H. The parties hereto shall from time-to-time execute and deliver such further
instruments or take such further action as any party hereto or its counsel may
reasonably request to effectuate the intent of this Agreement, including without
limitation the execution and delivery of any and all documentation necessary to
copyright and/or trademark the Property transferred hereunder or to transfer the
same to Purchaser.
IN WITNESS WHEREOF, each of the parties have caused this Agreement to be duly
executed and delivered to the other as of the date first written above.
SELLER: NOVAHEAD, INC.
Dated October 1, 2001
Xx. Xxxxxx X. Xxxxxxx, President
PURCHASER: BIJTTERFIELD-XXXXX, INC.
Dated: October 1, 2001
Xx. Xxxxxx X. Xxxxxx, President
Agreement for Transfer and Sale of Property and Certain Assets
