ACQUISITION AGREEMENT
ACQUISITION AGREEMENT ("the Agreement"), dated May 18, 2007, by and
between Metabolic Research, Inc., ("MTBR"), a Nevada corporation having an
office at 00000 Xxxxxxx Xx., Xxx Xxxxx, XX 00000 and IDZIN, Inc., ("IDZIN"),
a Nevada corporation having an office at 0000 Xxxxxxxxxxx Xx., Xxxxx, XX 00000.
RECITALS:
WHEREAS, MTBR is in the business of developing or acquiring
proprietary technologies and intellectual properties, thereafter exploiting
and capitalizing on such directly or indirectly in the marketplace; and
WHEREAS, IDZIN has developed certain proprietary software and related
technologies and established a unique market system addressing MTBR's
primary target market; and
WHEREAS, MTBR desires to acquire absolute unfettered entree to IDZIN's
current and future customers and resellers.
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein, and other good and valuable consideration, the adequacy,
sufficiency and receipt of which are hereby acknowledged, the parties
hereto agree as follows:
ARTICLE I
Definitions
1.0 Definitions. As used in this Agreement, the following terms shall
have the following meanings:
(a) "Acquisition" means that MTBR is acquiring IDZIN as a wholly owned
subsidiary to operate as a Division of MTBR, maintaining its own books and
accounting.
(b) "Acquired Assets" means that the totality of IDZIN, together with
its products, trade names, technologies and all further extensions thereto in
equity, custom, and law, outstanding contracts, proprietary software,
websites, equipment, supplies, and customers.
ARTICLE II
Acquisition Grant
2.0 Conveyance. IDZIN hereby conveys to MTBR, and MTBR hereby
accepts, an absolute, exclusive, unfettered, irrevocable, and absolute
ownership (the "Acquisition") of any and all ownership and rights to its
corporate structure and assets , including proprietary software, websites,
equipment, supplies, and customers (the "Acquired Assets").
ARTICLE III
CONSIDERATION
3.0 Consideration. In consideration of the Acquisition, MTBR shall
issue to the individual shareholders of record of IDZIN as of April 30,
2007, on a one for one basis an aggregate of ten million six hundred ninety
thousand (10,690,000) shares of its convertible preferred shares of stock,
collectively the Consideration Shares, in exchange for the outstanding
shares of IDZIN, Inc.
3.1. Conversion. The subject Consideration shares shall automatically
convert to common restricted (Rule 144) shares one hundred eighty days from
today's date. Such shares shall maintain today's date as the date of origin
(the "tacking" date) and MTBR shall supply attorney opinion letters as needed.
ARTICLE IV
Representations and Warranties
4.0 IDZIN's Representations and Warranties. IDZIN hereby warrants and
represents to MTBR that:
(a) Authority. This Agreement constitutes the legal, valid and
binding obligation of IDZIN, enforceable against in accordance with its
terms. Upon the execution and delivery by IDZIN of this Agreement, this
Agreement will constitute the legal, valid and binding obligation of IDZIN,
enforceable in accordance with its terms. IDZIN has the absolute and
unrestricted right, power and authority to execute and deliver this
Agreement and to perform its obligations under this Agreement, and such
action has been duly authorized by all necessary action of IDZIN.
(b) No Consent Required. IDZIN is not required to give any notice to or
obtain any consent from any person in connection with the execution and
delivery of this Agreement or the consummation or performance of any of the
transactions contemplated hereunder.
(c) Securities Matters.
(i) IDZIN acknowledges its understanding that the issuance of the
Consideration Shares hereunder is intended to be exempt from registration
under the Securities Act of 1933, as amended (the "Securities Act").
(ii) IDZIN understands that the Consideration Shares will not be
registered under the Securities Act or the securities laws of any state
thereof, nor is such registration contemplated. IDZIN understands and
agrees further that such shares must be held and may not be transferred
until and unless the shares are registered under the Securities Act and the
securities laws of any other jurisdiction or an exemption from registration
under the Securities Act and any applicable laws is available. IDZIN
understands that legends stating that the shares have not been registered
under the Securities Act and the securities laws of any other jurisdiction
and setting out or referring to the restrictions on the transferability and
resale of the shares will be placed on all documents evidencing the shares.
(d) Full Disclosure. No representation or warranty of IDZIN in this
Agreement omits to state a material fact necessary to make the statements
herein, in light of the circumstances in which they were made, not misleading.
There is no fact known to IDZIN that has specific application to this
Agreement and that materially adversely affects or, as far as can be
reasonably foreseen, materially threatens this Agreement that has not
been set forth herein.
4.1 MTBR's Representations and Warranties.
(a) Authority. This Agreement constitutes the legal, valid and
binding obligation of MTBR, enforceable against MTBR in accordance with its
terms. MTBR has the absolute and unrestricted right, power and authority to
execute and deliver this Agreement and to perform its obligations under
this Agreement, and such action has been duly authorized by all necessary
action of MTBR.
(b) Issuance of Consideration Shares. The Consideration Shares, when
issued in accordance with the terms hereof and on the basis of the
representations and warranties of set forth herein and paid for as herein
provided, shall be duly and validly issued, fully paid, and non-assessable.
ARTICLE IX
General Provisions
5.0 Governing Law. This Agreement and all disputes arising out of or
related to this Agreement, or the performance, enforcement, breach or
termination hereof, and any remedies relating thereto, shall be construed,
governed, interpreted and applied in accordance with the laws of the State
of Nevada, U.S.A., without regard to conflict of laws principles.
5.1 Amendment and Waiver. This Agreement may be amended,
supplemented, or otherwise modified only by means of a written instrument
signed by both parties. Any waiver of any rights or failure to act in a
specific instance shall relate only to such instance and shall not be
construed as an agreement to waive any rights or fail to act in any other
instance, whether or not similar.
5.2 Severability. In the event that any provision of this Agreement
shall be held invalid or unenforceable for any reason, such invalidity or
unenforceability shall not affect any other provision of this Agreement, and
such provision shall be modified to preserve (to the extent possible) their
original intent.
5.3 Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties and their respective permitted successors and
assigns.
5.4 Headings. All headings are for convenience only and shall not
affect the meaning of any provision of this Agreement.
5.5 Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to its subject matter and supersedes all
prior agreements or understandings between the parties relating to its
subject matter.
5.6 Notices. All notices or other communications required or
permitted hereunder shall be in writing shall be deemed duly given (a) if
by personal delivery, when so delivered, (b) if transmitted by facsimile,
(c) if mailed, three (3) business days after having been sent by registered
or certified mail, return receipt requested, postage prepaid and addressed
to the intended recipient as set forth below, or (d) or sent by an
overnight delivery service, the day following being so sent to the
addresses first mentioned above. Any party may change the address to which
notices and other communications hereunder are to be delivered by giving
the other party notice.
5.7 Legal Representation of the Parties. The parties agree that each
party was either represented by its own separate and independent counsel or
had an opportunity to be so represented in connection with this Agreement.
IN WITNESS WHEREOF, the parties have executed this Acquisition Agreement
as of the date first written above.
MTBR: IDZIN:
METABOLIC RESEARCH, INC. IDZIN, INC.
By: By:
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Name: X. X. Xxxx Name: XX Xxxxxxxx
Title: Chief Executive Officer, Title: Chief Executive Officer,
and Director and Director
