Exhibit
10.2
ASSET EXCHANGE
AGREEMENT
This Agreement, with an “effective date” of June 30,
2009 , by and between NEW MILLENNIUM CONSULTANTS, LLC
(hereinafter referred to as “NMC”) and FREE FOR ALL,
INC. (hereinafter referred to as “FFA”.)
BACKGROUND
Prior to February 2008, NMC was a dormant LLC owned by Mr.
Gerard Ferro. NMC is a company which offers discounted prescription
cards, along with discounted dental, lab, imaging and related
health benefits. NMC earns its fees on a per transaction
basis for the discount prescription cards, lab and imaging
benefits. For the other related discounts on health benefits,
revenue is generated from a monthly membership fee that entitles
members to discounted services. NMC began “active business
operations” on February 1, 2008 to market and distribute its
discount prescription services and health benefits memberships.
As part of its operations, NMC applied for certain copyrights
and trademarks to protect its business interests. As of
February of 2008, NMC was a very small “start up
company” with limited assets and liabilities.
FFA was formed by a group of investors led by
Mr. Gerard Ferro for the purpose of expanding operations and
raising additional capital. This asset exchange agreement is
entered into so that FFA may achieve this goal by acquiring all of
NMC’s assets, cash on hand and certain liabilities from
NMC’s “ongoing business operations” in exchange
for FFA stock.
The specific list of assets and liabilities
acquired in the exchange is set forth in the attached Schedule
“A”. The manner of acquisition is designed to
constitute a tax-free exchange under IRC § 351 between FFA and
NMC as NMC and FFA are owned by the same group of
investors.
NOW, THEREFORE, in consideration of the mutual agreements
and covenants contained herein and intending to be legally bound,
the parties agree as follows:
1.1.
NMC’s Assets . Subject to the audit by A.J. Robbins,
P.C. (auditors for FFA and NMC) and upon the terms and conditions
set forth in this Agreement, NMC agrees to exchange and assign to
FFA all of the assets used in connection with NMC’s business
(collectively the “Exchanged Assets”) including the
specific assets listed on schedule “A” which includes
all cash deposits in the name of NMC that shall now become the
property of FFA.
1.1.1.
Intangible Assets . All rights, title and interest in
all trademarks, trademark applications, developed software,
copyrights, goodwill, know how, client lists, accounts receivable,
and other intangible business assets used by NMC in its operations
listed in Schedule “A”.
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ASSUMPTION OF CERTAIN
LIABILITIES
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2.1.
FFA shall Only Assume the Liabilities of NMC Listed on Schedule
“A” but no other Liabilities . FFA does not and
will not assume, undertake or accept any liabilities or obligations
of NMC other than specified in this agreement. NMC represents it
has fully disclosed all assets and liabilities to FFA. NMC
agrees to fully indemnify FFA from any omissions or
misrepresentations regarding assets or liabilities.
3.1.
The Owners of NMC Shall Receive Stock In FFA Totaling 7.5
Million Shares of Common Stock in exchange for the assets listed in
Schedule “A.”
FFA shall not assume any existing leases other
than the two Dell leases referenced in Schedule “A”
hereto.
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COVENANTS
AND AGREEMENTS OF NMC
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NMC covenants and agrees, except as otherwise
consented to in writing by FFA after the date of this
Agreement:
5.1.
Conduct of Business . After the date of this Agreement and
continuing until effective date of June 30, 2009, NMC will conduct
and operate the Business in the ordinary and usual course. NMC will
neither take nor omit to take any action, the taking or omission of
which would impair or adversely affect the ability of FFA to
operate the Business after Closing.
5.2.
Information . NMC will give to FFA and FFA’s
accountants, counsel and other represe