Assignment and Bill of Sale
Exhibit
10.05
Assignment
and ▇▇▇▇ of Sale
This
Assignment and ▇▇▇▇ of Sale is made as of the close of business on the
30th
day of
April 2007 between Horizon Asset Management, Inc. (herein “Horizon” or “Seller”)
and Fromex Equity Corp., a Delaware corporation (herein “Fromex” or
“Purchaser”).
WITNESSETH
WHEREAS:
| A. |
Horizon
has a 45% general partner interest in the Protostar Fund, LP, a
hedge fund
with a domestic portion (a Delaware limited partnership) and an
offshore
portion (an exempted company incorporated pursuant to the Companies
Law of
the Caymen Islands), and Horizon is the investment manager for
the
fund.
|
| B. |
Horizon
is herewith assigning to Fromex a one-third (33.33%) share of the
amounts
(herein “Cash Revenues”) Horizon will hereafter receive in cash by reason
of its general partner and investment manager interests in Protostar
Fund.
|
| C. | The Purchase Price is $72,000 payable as set forth below. |
NOW
THEREFORE,
in
consideration of the premises and the payment to Horizon of $72,000 on or
before
May 31, 2007 the Seller
does hereby sell, assign and transfer to the Purchaser, its successors and
assigns One
Third
(33.33%) of said Cash Revenues and it is hereby agreed between the parties
as
follows:
1. Term.
Fromex’s shares of the Cash Revenues shall be in effect on the date hereof and
continue in effect in perpetuity so long as Horizon, or its successors and
assigns, receive revenues, in cash, from the Protostar Fund.
2. Payment.
Horizon
shall pay to Fromex in perpetuity one-third (33 1/3%) percent of the Cash
Revenues that Horizon, or its successors and assigns, receives from Protostar
Fund so long as such Cash Revenues are paid to Horizon. Said one-third share
shall be based only on the cash actually received by Horizon from Protostar
in
each three (3) month period beginning May 1, 2007. The payment of such share
shall be made at the close of the month following the end of each three month
period (the first period is four months) ending on the last days of February,
May, August and November of each year, less any advances, which Horizon shall
have made to Fromex on account thereof.
3. Arbitration
and Choice of Laws.
The
laws of the State of New York shall govern this Agreement, without regard
to the
conflict of laws principles thereof. The parties irrevocably agree that all
disagreements or controversies in any way, manner or respect, arising out
of or
related to this Agreement shall be resolved by binding arbitration in New
York
City in accordance with the Rules of the American Arbitration Association.
Each
party hereby consents and submits to the jurisdiction of the American
Arbitration Association and hereby waives any rights the party may have to
transfer or change the venue of any such dispute. The prevailing party in
any
arbitration in connection with this Agreement shall be entitled to recover
from
the other party all costs and expenses, including without limitation reasonable
fees of attorneys and paralegals, incurred by such party in connection with
any
such arbitration or court proceeding to enforce the award made in the
arbitration proceeding. Each party consents to the jurisdiction of the Supreme
Court of the State of New York, County of New York to enforce any such
arbitration result.
2
4. Further
Assurances.
The
parties shall execute and deliver such further instruments and do such further
acts and things as may be required in good faith to carry out the intent
and
purpose of this Agreement.
5.
Binding
on Successors.
This
Agreement shall be binding on, and inure to the benefit of, the parties hereto,
their successors and assigns.
6. Severability.
If any
provision of this Agreement or its application to any circumstance shall
be
finally determined by any court of competent jurisdiction to be invalid or
unenforceable then the same is hereby declared to be severable and the remainder
of this Agreement and the application of such provisions or circumstances
other
than so determined to be invalid or unenforceable shall not be affected
hereby.
7. Effect
of Waiver or Consent.
A
waiver or consent, express or implied, to or of any breach or default by
any
party in the performance by that party of its obligations hereunder is not
a
consent or waiver to or of any other breach or default in the performance
by
that party of the same or any other obligations of that party. Failure on
the
part of a party to complain of any act or omission or to declare any party
in
default hereunder, irrespective of how long that failure continues, does
not
constitute a waiver by that party of its rights with respect to that
default.
3
8. Supersedes
Prior Agreement.
This
Agreement shall supersede any prior agreement or understanding made by the
parties prior to the date hereof and constitutes the entire agreement between
the parties with respect to the subject matter. This Agreement is not intended
to confer upon any person other than the parties hereto any rights or remedies
hereunder.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Assignment and Agreement to be executed as
of
the date first above written.
| HORIZON ASSET MANAGEMENT | ||
| |
|
|
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ . | |
|
|
||
|
▇▇▇▇▇▇
▇▇▇▇▇,
CEO
|
||
| FROMEX EQUITY CORP. | ||
| |
|
|
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ . | |
|
|
||
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇,
President
|
||
4