ASSET PURCHASE AGREEMENT BY AND AMONG NEXCEN BRANDS, INC., NEXCEN ACQUISITION CORP., AND MARBLE SLAB CREAMERY, INC. DATED AS OF FEBRUARY 14, 2007Asset Purchase Agreement • February 21st, 2007 • NexCen Brands, Inc. • Investors, nec • New York
This Asset Purchase Agreement (“Agreement”) is entered into as of February 14, 2007, by and among, NexCen Acquisition Corp., a Delaware corporation (“Buyer”), Marble Slab Creamery, Inc., a Texas corporation (“Seller”), solely for purposes of Article XI, Ronald J. Hankamer, Sr., Ronald J. Hankamer, Jr., and Richard A. Hankamer (the “Stockholders”), and solely for purposes of guaranteeing the obligations of Buyer under Article XI and Section 3.3 and jointly making the representations and warranties in Article V, NexCen Brands, Inc., a Delaware corporation (“Parent”).
AGREEMENT AND PLAN OF MERGER among NEXCEN BRANDS, INC., MM ACQUISITION SUB, LLC, MAGGIEMOO’S INTERNATIONAL, LLC STUART OLSTEN, JONATHAN JAMESON, AND THE SECURITYHOLDERS’ REPRESENTATIVEAgreement and Plan of Merger • February 21st, 2007 • NexCen Brands, Inc. • Investors, nec • New York
This AGREEMENT AND PLAN OF MERGER is entered into as of February 14, 2007, by and among NexCen Brands, Inc., a Delaware corporation (“Buyer”), MM Acquisition Sub, LLC, a Delaware limited liability company (“Merger Sub”), MaggieMoo’s International, LLC, a Delaware limited liability company (the “Company”), Stuart Olsten (“Common Member”), Jonathan Jameson (“Class B Member,” and with the Common Member, the “Majority Securityholders”), and Stuart Olsten as the Securityholders’ Representative.
