ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 28th, 2011 • Sagebrush Gold Ltd. • Services-motion picture & video tape production • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July __, 2011, is made by and among SAGEBRUSH GOLD LTD., a Nevada corporation (the “Company”), CONTINENTAL RESOURCES ACQUISITION SUB, INC. the Company’s wholly-owned subsidiary and a Florida corporation (“Buyer”), and CONTINENTAL RESOURCES GROUP, INC., a Delaware corporation (“Seller”).
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • July 28th, 2011 • Sagebrush Gold Ltd. • Services-motion picture & video tape production • Florida
This Intellectual Property Assignment Agreement (the “Agreement”) is dated as of July ____, 2011 by and between Continental Resources Group, Inc., a Delaware corporation (the “Assignor”) and Continental Resources Acquisition Sub, Inc., a Florida corporation (the “Assignee”).
BILL OF SALEBill of Sale • July 28th, 2011 • Sagebrush Gold Ltd. • Services-motion picture & video tape production
This BILL OF SALE (the “Bill of Sale”), dated as of the ____ day of July, 2011, is made and delivered by CONTINENTAL RESOURCES GROUP, INC., a Delaware corporation (“Seller”), to CONTINENTAL RESOURCES ACQUISITION SUB, INC., a Florida corporation (“Buyer”), pursuant to, and subject to the terms of, the Asset Purchase Agreement (the “Asset Purchase Agreement”) dated as of the date hereof by and among Seller, Buyer and Sagebrush Gold Ltd. (the “Company”). The terms of the Asset Purchase Agreement are incorporated herein by reference and capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Asset Purchase Agreement.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 28th, 2011 • Sagebrush Gold Ltd. • Services-motion picture & video tape production • New York
WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of the date hereof by and among Sagrbrush Gold Ltd., a Nevada corporation (the “Company”), the Buyer and the Seller (the “Purchase Agreement”), the Seller agrees to assign and transfer to Buyer, and Buyer agrees to purchase, as of the Closing Date, all right, title and interest of Seller under the Contracts and all rights, title and interest of Seller being transferred pursuant to Section 2.1(a) of the Purchase Agreement; and
