STOCK, ASSET AND BUSINESS ACQUISITION AGREEMENT
This STOCK, ASSET AND BUSINESS ACQUISITION AGREEMENT (this "AGREEMENT") is
entered into as of JuNE 1, 2008 and comes into effect on the same day by and
between the following two Parties:
(1) Company Name: Kyodo USA, Inc. ("Kyodo USA")
Type of Company: A corporation duly incorporated and validly existing
under the laws of the State of Delaware
Business Address: 0000 Xxxxxxx Xxxxxx, Xxxxx 0
Xxx Xxxxxxx, Xxxxxxxxxx, XXX 00000
(2) Company Name: OBN Holdings Inc ("OBNI").
Type of Business: A U.S. Public Company trading under the symbol "OBNI",
and duly incorporated and validly existing under the
laws of Nevada, USA
Business Address: 0000 Xxxxx Xxxxxxx Xxx., Xxxxx 000,
Xxx Xxxxx, Xxxxxx, XXX 00000
WHEREAS: Mr. Takeo Suzuki, hereinafter referred to as "SHAREHOLDER", owns
one hundred percent (100%) of the common stock of KYODO USA; and no other
common or preferred stock have been issued or pledged to any other party;
and all of the assets of KYODO USA have been verified for the purposes of
this transaction on the true financial statements of the company under US
Generally Accepted Accounting Principles ("GAAP").
WHEREAS: SHAREHOLDER shall transfer one hundred percent (100%) of the
KYODO USA common stock owned by SHAREHOLDER, and one hundred percent (100%)
of the assets and business of KYODO USA to OBNI, and OBNI shall acquire the
common stock, assets and business of KYODO USA from SHAREHOLDERS in exchange
for eight hundred thousand (800,000) OBN Holdings shares, valued at a price
of six hundred thousand dollars ($600,000) as consideration for this
transaction. The business operations of KYODO USA shall not change as
regards to administrative and operational functions. Further management
support and funding initiatives will come from OBNI to ensure further growth
of the KYODO USA.
NOW, THEREFORE, upon friendly consultation and consideration of the recitals,
promises and the mutual covenants and agreements hereinafter set forth, the
Parties hereby enter into this Agreement as follows:
1. TRANSFER OF THE ASSETS AND BUSINESS CONTRACTS
1.1 SHAREHOLDER agrees to transfer to OBNI all of his ownership and
interest relating to all assets owned or controlled by KYODO USA at
the net book value thereof as of June 1, 2008. OBNI agrees to acquire
all SHAREHOLDER'S ownership and interest relating to all equipment
and assets at the net book value thereof as of June 1, 2008.
1.2 The Parties agree to transfer the whole asset, including business
contracts and intellectual properties of KYODO USA, in consideration
for the SHAREHOLDER receiving eight hundred thousand (800,000) OBN
Holdings shares, valued at a price of six hundred thousand dollars
($600,000).
2. REPRESENTATIONS AND WARRANTS
2.1 SHAREHOLDER, KYODO USA and OBNI represent and warrants respectively to
the other as follows:
(a) SHAREHOLDER, KYODO USA and OBNI warrants that they are duly
registered, have the capacity and power requisite for a company,
and have taken all necessary actions for the execution and
performance of this Agreement.
(b) The performance of the transaction is not subject to the consent,
approval or order of any governmental authorities or any other
third parties, nor is it subject to any conditions precedent as
registration with, qualification verification by or document
delivery to any governmental authorities or any other third parties.
3. GENERAL PROVISIONS
3.1 Counterparts: This Agreement may be executed in two (2) or more
counterparts, each of which will be deemed to be an original copy of
this Agreement and all of which, when taken together will constitute an
integral party of this Agreement.
IN WITNESS HEREOF, the Parties have caused this Agreement to be executed by
their duly authorized representatives as of the date first hereinabove
mentioned.
OBNI: OBN Holdings, Incorporated KYODO USA: Kyodo USA, Inc.
Signed by: /s/Xxxxx Xxxx Xxxxx Signed by: /s/Takeo Suzuki
Name: Xxxxx Xxxx Xxxxx Name: Takeo Suzuki
Position: Chief Executive Officer Position: President
SHAREHOLDER:
Signed by: /s/Takeo Suzuki
Name: Takeo Suzuki
Position: Sole Shareholder
