ASSIGNMENT OF ARCADIAN ASSETS
EXHIBIT
A
ASSIGNMENT OF ARCADIAN
ASSETS
THIS ASSIGNMENT (the “Assignment”) is
made this 28th day of December, 2008, by and between Kore Holdings, Inc.
(“Kore”), a Nevada public company, having its headquarters at 00000 Xxxxxxxx
Xxxx, Xxxxxxx, Xxxxxxxx 00000 and Jet Stream Voltage, Inc. (“Jet Stream”), a
company chartered in Delaware and having its principal place of business at
0000X Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx 00000.
W I T N E
S S E T H:
WHEREAS, Kore and Jet Stream entered
into a Memorandum of Understanding (the “MOU”) on December 28, 2009, a true copy
of which is attached hereto and made a part hereof; and
WHEREAS, the MOU stipulated that
certain wind-related assets held by Arcadian Renewable Power, Inc. (“Arcadian
Power”), a Delaware corporation and a wholly owned subsidiary of Kore, would be
transferred from Kore to Jet Stream according to the terms and conditions of the
MOU; and
WHEREAS, parties desire to stipulate
the nature and value of the assets being given in consideration for two thousand
(2,000) preferred and (2,000) common shares of stock being
conditionally transferred from Jet Stream to Kore;
NOW, THEREFORE, for the mutual
representations and warranties contained herein, and other valuable
consideration, the timely receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Ratification of Terms and
Conditions. The parties to this Assignment hereby ratify and
adopt the material terms and conditions of the MOU referenced herein, which
agreement was executed on December 28, 2008.
2. Assets Conveyed Through
Assignment. The wind-related assets held by
Arcadian Power, including but not limited too agreements, data, equipment, legal
rights, and Right of Ways. Moreover, the assets being conveyed also
include easements and rights of way, ground leases, documentation and records
related to wind generation activity, and specialized equipment.
3. Estimated Value of Assets
Conveyed. The parties agree that the estimated value, taken
from data and valuations relied upon by Xxxxxx, Xxxxxx, and Xxxxx,
SEC-accredited accountants/auditors who valued the wind-related assets in 2001
(and assessed the value as valid through 2006) should be
re-evaluated. As part of its own due diligence, Jet Stream’s
management has agreed to obtain a fair market value estimate from a qualified
appraisal firm in the near future, thereby making it possible to revise the
appraised value of the tendered assets at an up-to-date basis.
4. Inspection of Certain
Assets. Jet Stream is permitted to review the Arcadian Power
wind-related assets assigned herein. Inspection of the corporate
records pertaining to the afore mentioned assets must be arranged in advance
during business hours.
5. Choice of
Law. The terms and conditions of this Assignment shall be
con-strued pursuant to the laws of the State of Maryland, the jurisdiction where
both com-panies have their headquarters.
WHEREFORE,
each party hereto has executed this Assignment with the intention of creating a
binding document as of the date first written above.
JET
STREAM VOLTAGE, INC.
(a
Delaware corporation)
BY:
/s/ C. Xxxxxxx
Xxxxxx
C. Xxxxxxx Xxxxxx
ITS: Chairman
and CEO
(a Nevada
corporation)
BY:
/s/ Xxxxxx X. Xxxx
XX
Xxxxxx X. Xxxx XX
ITS:
Chairman and CEO
- 2
-