ASSET ACQUISITION AGREEMENT
THIS AGREEMENT is made effective this _____ day of March, 2006.
BETWEEN:
ENVIRONMENTAL CONTROL CORP., a company incorporated pursuant
to the laws of Newfoundland and Labrador with an office
located at X.X. Xxx 0000, 00 Xxxxxxxx Xxxx, Xx. Xxxx'x,
Xxxxxxxxxxxx, X0X 0X0;
(the "Vendor")
OF THE FIRST PART
AND:
BOSS MINERALS, INC., a company incorporated pursuant to the
laws of Nevada with an office located at 000 - 000 Xxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0;
(the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Vendor is the owner of a 100% interest in all the
property, assets and intellectual property necessary for the research,
development, production and manufacture of emission control equipment for
combustion engines including, without limitation, the assets described in
Schedule "A" hereto (collectively, the "Assets");
B. The Vendor has agreed to sell and the Purchaser has agreed
to purchase the Assets upon the following terms and conditions; and
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the premises and mutual agreements and covenants herein contained, the
parties hereby covenant and agree as follows:
1. VENDOR'S REPRESENTATIONS
The Vendor represents and warrants to the Purchaser now and at
the closing that:
(a) the Vendor is a company duly incorporated under the Corporations Act
of Newfoundland and Labrador and is duly organized, validly exists and
is in good standing under the laws of Newfoundland and Labrador;
(b) the Vendor have good and sufficient right and authority to enter into
this Agreement on the terms and conditions herein set forth and to
transfer the legal title and beneficial ownership of the Shares to the
Purchaser;
(c) the Vendor has good and marketable title to the Assets, all of which
are free and clear of all liens, charges and encumbrances, and all of
which Assets are in the possession of or under the control of the
Vendor;
(d) the performance of this Agreement will not be in violation of the
Memorandum or Articles of the Vendor or any of Agreement to which any
of the Vendor is a party and will not give any person or Vendor any
right to terminate or cancel any agreement or any right enjoyed by the
Vendor and will not result in the creation or imposition of any lien,
encumbrance or restriction of any nature whatsoever in favour of a
third party upon or against the Shares or the Vendor's assets;
(e) there has been no act of God, damage, destruction, loss, labour
disruption or trouble, or other event (whether or not covered by
insurance) materially and adversely affecting any of the Assets or the
organization, operations, affairs, business, properties, prospects or
financial condition or position of the Vendor's business operations;
(f) the Vendor holds, and shall transfer to the Purchasers on the Closing
Date, all permits, licences, registrations and authorizations
necessary to own and operate the Assets and carry on its business;
(g) the Assets constitute all of the rights, assets and properties that
are usually and ordinarily used or held for use in connection with or
otherwise related to the operation of the Vendor's business;
(h) the Vendor has not, directly or indirectly, engaged or entered into
any transaction or incurred any liability or obligation which might
materially and adversely affect any of the Assets or the organization,
operations, affairs, business, properties, prospects or financial
condition or position of the Vendor's business;
(i) there is no indebtedness of the Vendor that might, by operation of law
or otherwise, now or hereafter constitute or be capable of forming an
encumbrance upon any of the Assets;
(j) no action, suit, judgment, investigation, inquiry, assessment,
reassessment, litigation, determination or administrative or other
proceeding or arbitration before or of any court, arbitrator or
governmental authority is in process, or pending or threatened,
against or relating to the Vendor's business or any of the Assets and
no state of facts exists which could constitute the basis therefor;
(k) the Vendor's business complies with all applicable laws, including all
environmental, health and safety statutes and regulations;
(l) there is no written, verbal or implied agreement, option,
understanding or commitment or any right or privilege capable of
becoming any of the same, for the purchase from the Vendor of its
business or any of the Assets, other than purchase orders accepted by
the Vendor in the usual and ordinary course of the operation of its
business;
(m) none of the Assets is in any respect infringing the right of any
person under or in respect of any patent, design, trade xxxx, trade
name, copyright or other industrial or intellectual property; and
(n) except as disclosed in this Agreement, neither the Vendor nor any of
the Shareholders has any information or knowledge of any fact relating
to the Vendor's business, the Assets or any indebtedness of the
business or the transactions contemplated hereby which might
reasonably be expected to affect, materially and adversely, any of the
Assets or the organization, operations, affairs, properties, prospects
or financial condition or position of the business.
2. PURCHASER'S REPRESENTATIONS
The Purchaser represents and warrants to the Vendor now and at
closing that:
(a) the Purchaser is a corporation duly incorporated, validly existing and
in good standing under the laws of Nevada and is a "reporting Vendor"
in the United States. The Vendor's shares are quoted for trading on
the OTC Bulletin Board;
(b) the Purchaser is in good standing with the United States Securities &
Exchange Commission (the "Commission") and the National Association of
Securities Dealers. All of the Purchaser's filings submitted to the
Commission are true and accurate as at the date of such filing;
(c) as of the date of this Agreement, the Purchaser's authorized Shares
capital consists of 75,000,000 shares of common stock with a par value
of $0.001 per share, of which 7,500,000 shares of common stock are
issued and outstanding as fully paid and non-assessable shares. In
accordance with the terms of this Agreement, the Purchaser shall split
its stock following the execution of this Agreement such that each
pre-split share of common stock shall be exchanged for five shares of
post-split common stock. No other person shall have any written or
verbal agreement or option, understanding or commitment or any right
or privilege capable of becoming an agreement for the purchase of
common Shares in the capital of the Purchaser;
(d) the Vend-In Shares (as defined below) will, upon issuance, be validly
issued, non-assessable and free and clear of all liens, charges and
encumbrances;
(e) no person, firm or corporation has any subscription or issuance of any
securities in the capital of the Vendor;
(f) the Articles and Bylaws of the Purchaser permit its to carry on its
present and intended businesses, including the business currently
conducted by the Vendor;
(g) The corporate records and minute books of the Purchaser contain
complete and accurate minutes of all meetings of the directors and
shareholders of the Purchaser held since incorporation;
(h) the Purchaser has no knowledge of any:
(i) actions, suits, investigations or proceedings against the
Purchaser which are in progress, pending or threatened;
(ii) outstanding judgments of any kind against the Purchaser; or
(iii) occurrences or events which have, or might reasonably be
expected to have, a material adverse effect on the Purchaser's
intended business.
(i) the Purchaser has no subsidiaries and owns no interest in any
corporation, partnership, proprietorship or any other business entity;
(j) the Purchaser's financial statements as filed with the United States
Securities & Exchange Commission (the "Purchaser's Statements"), have
been prepared in accordance with United States generally accepted
accounting principles and fairly represent the Purchaser's financial
position at that date. Since the date to which the Purchaser's
Statements were prepared:
(i) there has not been any material adverse change in the financial
position, assets, liabilities, results of operations, business,
prospects or condition, financial or otherwise, of the Purchaser
or any damage, loss or other change in circumstances materially
affecting the business or assets of the Purchaser or its right or
capacity to carry on business before or after Closing;
(ii) the Purchaser has not waived or surrendered any right of material
value;
(iii) the business of the Purchaser has been conducted in the ordinary
course; and
(iv) the Purchaser has not guaranteed, or agreed to guarantee, any
debt, liability or other obligation of any person, firm or
corporation;
(k) the Purchaser is not a party to any contracts, leases, licenses,
commitments and other agreements relating to its assets or its
business;
(l) the Purchaser does not have and has never had any employees; and
(m) There are no outstanding orders, judgments, injunctions, awards or
decrees of any court, arbitrator or governmental or regulatory body
involving the Purchaser. No suit, action or legal, administrative,
arbitration or other proceeding or reasonable basis therefor, or, to
the best of the Purchaser's knowledge, no investigation by any
governmental agency, pertaining to the Purchaser or its assets is
pending or has been threatened against the Purchaser which could
adversely affect the financial condition or prospects of the Purchaser
or the conduct of the business thereof or any of the Purchaser's
assets or materially adversely affect the ability of the Purchaser to
consummate the transactions contemplated by this Agreement.
3. EFFECT OF REPRESENTATIONS
3.1 The representations and warranties of the Vendor and the
Purchaser (the "Parties") set out above form a part of this Agreement and are
conditions upon which the Parties have relied in entering into this Agreement
and shall survive the acquisition of the Assets by the Purchaser.
3.2 The Parties will indemnify and save each other harmless from
all loss, damage, costs, actions and suits arising out of or in connection with
any breach of any representation, warranty, covenant, agreement or condition
made by it and contained in this Agreement.
4. PURCHASE AND SALE OF ASSETS
4.1 The Purchaser hereby agrees to purchase from the Vendor and
the Vendor hereby agrees to sell to the Purchaser an undivided 100% right, title
and interest in and to the Assets in consideration of the Purchaser:
(a) issuing 25,000,000 shares of restricted common stock (the "Vend In
Shares") to the Vendor (as to 22,500,000 shares) and to MJM
Enterprises Ltd. Upon issuance, the Vend-In Shares shall be fully
paid, non-assessable and free and clear of all liens, charges and
other encumbrances, other than resale restrictions imposed on the
Vendor by applicable securities laws;
(b) issuing a convertible promissory note (collectively, the "Notes") to
each of the following creditors (each a "Creditor") of the Vendor in a
form acceptable to each of them,
Name of Creditor Amount of Debt
MJM Enterprises Ltd. $106,200.00
Xxxxxxx Motors $211,179.19
4.2 Each of the Notes shall provide that the Creditor may, at
his sole option, convert a portion or all of the principal and accrued interest
due to him into shares of restricted common stock in the capital of the
Purchaser at a rate of CDN$0.10 in debt per share. In addition, during the term
of each Note, simple interest shall accrue on the principal outstanding at a
rate of 10% per annum commencing on the date of Closing.
4.3 In further consideration of the purchase of the Assets, the
Purchaser shall appoint Xxxxxxxx X.X. Xxxxxxx as a director of the Purchaser
forthwith upon the execution of this Agreement.
5. CLOSING
The sale and purchase of the Assets shall be closed at the
office of the Purchaser at 11:00am on March 24, 2006 or on such other date or at
such other place as may be agreed upon by the Parties (the "Closing Date" or
"Closing").
6. ACTIONS BY THE PARTIES PENDING CLOSING
From and after the date hereof and until the Closing Date, the
Vendor and Purchaser covenant and agree that:
(a) the Purchaser, and its authorized representatives, shall have full
access during normal business hours to all documents of the Vendor
relating to the Assets and shall have full access to inspect the
Assets, and the Vendor shall furnish to the Purchaser or its
authorized representatives all information with respect to the Assets
as the Purchaser may reasonably request;
(b) the Vendor, and its authorized representatives, shall have full access
during normal business hours to all documents relating to the
Purchaser's affairs that the Vendor may reasonably request; and
(c) the Vendor shall not enter into any contract or commitment to purchase
or sell any interest in the Assets without the prior written consent
of the Purchaser.
7. CONDITIONS PRECEDENT TO THE VENDOR'S OBLIGATIONS
Each and every obligation of the Vendor to be performed on the
Closing Date shall be subject to the satisfaction by the Closing Date of the
following conditions, unless waived in writing by the Vendor:
(a) The representations and warranties made by the Purchaser in this
Agreement shall be true and correct on and as of the Closing Date with
the same effect as though such representations and warranties had been
made or given by the Closing Date;
(b) The name of the Purchaser shall be changed to "Environmental Control
Corp." and the Purchaser shall have completed a split of its common
stock such that every share issued and outstanding prior to the split
shall have been exchanged for five post-split shares of the Purchaser;
(b) The Purchaser shall deliver to the Vendor:
(i) executed Notes in a form acceptable to the Creditors;
(ii) a copy of resolutions of the Purchaser's Board of Directors
authorizing the execution of this Agreement, the acquisition of
the Assets and the execution of the Notes whereby the Purchaser
shall assume the Vendor's obligations to the Creditors; and
(iii) pro forma financial statements in the required form for a filing
in accordance with the requirements of Form 8-K.
8. CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS
Each and every obligation of the Purchaser to be performed on
the Closing Date shall be subject to the satisfaction by the Closing Date of the
following conditions, unless waived in writing by the Purchaser:
(a) The representations and warranties made by the Vendor in this
Agreement shall be true and correct on and as of the Closing Date with
the same effect as though such representations and warranties had been
made or given by the Closing Date;
(b) The Vendor shall deliver to the Purchaser:
(i) a xxxx of sale evidencing the sale and transfer of title to the
Assets from the Vendor to the Purchaser;
(ii) a copy of resolutions of the Vendor's Board of Directors
authorizing the execution of this Agreement and the sale of the
Assets to the Purchaser; and
(iii) a copy of minutes of a meeting of the shareholders of the Vendor
approving the Vendor's sale of substantially its whole
undertaking to the Purchaser upon the terms of this Agreement.
9. FURTHER ASSURANCES
The parties hereto covenant and agree to do such further acts
and execute and deliver all such further deeds and documents as shall be
reasonably required in order to fully perform and carry out the terms and intent
of this Agreement.
10. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement to date
between the parties hereto and supersedes every previous agreement,
communication, expectation, negotiation, representation or understanding,
whether oral or written, express or implied, statutory or otherwise, between the
parties with respect to the subject of this Agreement.
11. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
12. TITLES
The titles to the respective sections hereof shall not be
deemed a part of this Agreement but shall be regarded as having been used for
convenience only.
13. SEVERABILITY
If any one or more of the provisions contained herein should
be invalid, illegal or unenforceable in any respect in any jurisdictions, the
validity, legality and enforceability of such provisions shall not in any way be
affected or impaired thereby in any other jurisdiction and the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.
14. APPLICABLE LAW
The situs of the Agreement is Vancouver, British Columbia, and
for all purposes this Agreement will be governed exclusively by and construed
and enforced in accordance with laws prevailing in the Province of British
Columbia. The parties agree to attorn to the jurisdiction of the Courts of the
Province of British Columbia.
15. ENUREMENT
This Agreement shall enure to the benefit of and be binding
upon the parties hereto and their respective successors and permitted assigns.
IN WITNESS WHEREOF this Agreement has been executed as of the
day and year first above written.
ENVIRONMENTAL CONTROL CORP. BOSS MINERALS, INC.
per: per:
------------------------------- ---------------------------------
Authorized Signatory Authorized Signatory
SCHEDULE "A"
TO THAT CERTAIN AGREEMENT MADE AS OF ___________________, 2006
BETWEEN ENVIRONMENTAL CONTROL CORPORATION
AND BOSS MINERALS, INC.
LIST OF ASSETS
- various laptop computers with the following serial numbers:
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- miscellaneous office equipment
- patent rights detailed on the following page
