ASSET PURCHASE
AGREEMENT
THIS
PURCHASE AGREEMENT ASSUMPTION (the “Agreement”)
is made and entered into this 30 th day of
September, 2009 by and between :
All the Members
of MACFAB, a sole proprietorship composed of the assets owned by
Aaron Jensen, and Scott Westberry, (collectively referred to
hereafter “Seller” or
“Sellers”),
CRYSTAL
RESEARCH CORPORATION, Inc. a Nevada corporation
(“Buyer”).
Buyer desires
to acquire all of the outstanding assets of Seller, and
Seller desires
to sell to Buyer all of its right, title and interest in its
assets;
1. “
Business Day ” shall mean any calendar day (other than
Saturday and Sunday) on which the banks in New York City, New York
USA are open for and conducting business.
2. “
Reasonable Business Period ” shall
mean that period of time necessary to complete any act or action
that a reasonable person in the conduct of a commercial enterprise
would require in the venue the act is required to be preformed,
subject to unforeseen delays, TIME IS OF THE ESSENCE
emphasized.
3. “ Due Diligence Period ”
shall apply to the calendar period following the date that the
Letter of Intent was fully executed by the parties hereto and
concluding the day of the Closing.
4. “
Effective Date ” Shall mean the transaction
contemplated herein shall be effective as of 12:01 a.m. on the date
of Closing.
NOW,
THEREFORE, in
consideration of the acknowledgements, promises, mutual covenants
herein and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties agree as
follows:
Section 1
. PURCHASE AND SALE . Sellers
agrees to sell all their interest to Buyer, and Buyer agrees to
purchase all the Seller’s interest from Sellers subject to
the terms and conditions contained herein. During the
Due Diligence Period and prior to the Closing of this Agreement
Sellers shall maintain any and all insurance coverage presently in
effect with respect to the business and property of Seller in the
ordinary course of Seller’s business subject to the terms of
this Agreement. Sellers shall maintain the business and assets of
Seller in its present condition, reasonable wear and tear and
inventory transactions expected.
Section
2 .
PURCHASE PRICE . Buyer agrees to pay to Sellers the
total sum of 800,000 common shares common stock as payment to named
Sellers which shall be paid as follows:
|
NAME OF
NOMINEE
|
NUMBER OF SHARES
|
|
|
|
|
Scott
Westberry
|
400,000
|
|
Aaron
Jensen
|
400,000
|
(A List of the
Nominees receiving Common Shares as part of this transaction are
contained herein in Exhibit B).
2.1 Buyer
agrees in the addition to fund an amount sufficient to cover
related costs of completing the transaction including but not
limited to due diligence..
3.1 Date of
Closing. The closing of the transaction (the
Closing) shall be held at Torrance, California or such other place
as the parties may agree on or before September 30, 2009 subject to
any extension by section 3.2 below. At the Closing,
Sellers shall assign and transfer to Buyer evidence of owner ship
in Seller, right and title to all assets, and all equity in Seller
free and clear of all liens and encumbrances. Buyer
shall provide all stock certificates in proper format subject to
the terms of this agreement.
3.2
Extension of Closing. Notwithstanding the
provisions of Section 3.1 to the contrary, Buyer shall be entitled
to an extension of the Closing date of up to Fifteen (15)
days.
3.3
Effective Date Cooperation. The parties
acknowledge that from the date of the IOA through the Closing and
after the Effective Date, cash may be received by one party but
belong to another party and/or trade payables and receivables may
be paid by one party yet be the responsibility of another
party. The parties agree to cooperate, document on the
running accounting statement any such monies, credits and /or
debits, and give the non-receiving party notice, within fifteen
(15) days, of receipt of any post Effective Date cash or accrual of
any trade payables by a party for which payment is due to or from a
party. Upon such reconciliation, either party owing
money to another party shall pay the amount owed within fifteen
(15) days of said reconciliation.
Section 4 . REPRESENTATIONS AND WARRANTIES OF
SELLER
In order to
induce the Buyer to enter into this Agreement and the transactions
contemplated hereby, Sellers, hereby represent and warrant to the
Buyer as follows:
4.1
Authority. Sellers have full power and authority
to enter into and perform their obligations under this Agreement.
This Agreement constitutes, and all assignments, agreements and
other instruments and documents to be executed and delivered by
Sellers in connection with this Agreement will constitute,
Seller’s legal, valid and binding obligations, enforceable
against Sellers in accordance with their respective
terms.
4.2
Ownership. Seller is the true and lawful
beneficial and record owner/managers of all of Seller and Seller
has good and marketable title thereto, free and clear of claims,
pledges, liens, security interests, charges or other
encumbrances. Seller has full right and power and
authority to sell, transfer and deliver title and managerial
control. Upon delivery of the managerial control at
Closing as contemplated in this Agreement, Seller will transfer to
the Buyer valid and marketable title thereto.
4.3
Financial Statements. Other than as set forth
and as disclosed herein Seller makes no representations regarding
the financial conditions, business or affairs of Seller.
4.4 No
Subsidiaries. Seller does not own, either directly
or indirectly, or have any investment in, own, or otherwise
control, any corporation or other entity, or is a party to any
partnership agreement, joint venture, or similar
agreement.
4.5 Other
Business Names. Seller and their predecessors and
any companies acquired by or merged into them have not used any
other business names in the past calendar year.
4.6
Sites. Seller has complied in all material
respects with all municipal, state and federal statutes,
ordinances, rules and regulations applicable to its respective
business, included but not limited to, zoning, building,
environmental and occupational, safety and health
regulations.
4.7
Leases. Seller is not in default under any lease
or subject to obtaining neither necessary consent nor will they be
in default as a result of the execution of this Agreement or
closing of the transactions contemplated hereby.
4.8 Tangible
Personal Property. Exhibit A contains an
accurate and complete list of all equipment, equipment leases,
equipment leased and inventory of Seller. Seller is not
in default under any such equipment leases and is not aware of any
fact which, with notice and/or passage of time, would constitute
such a default.
4.9
Intangible Personal Property. Seller has not
received written notice of any claims or demands with respect to
items of intangible personal property, and to Seller’s best
knowledge, there are no claims or demands against Seller with
respect to any of such items of intangible personal
property. No proceedings have been instituted, or are
pending against Seller, or to the knowledge of Seller, have been
threatened against Seller to challenge the rights of Seller with
respect to any such assets. Seller has not received
written notice of any claims or demands relating to their right to
use all trade names, trade secrets, or customer lists which they
have used or which they are now using in connection with the
business transacted by Seller. Seller has the
unrestricted right to use, free from any rights or claims of
others, all trade names, trade secrets, and customer
lists which it has used or which it is now using in connection with
its business.
4.10 Assets
and Inventory. As of the Effective Date, Seller
will have good and marketable title in and to all of its assets and
inventory, which is or will be free and clear of any security
interests, consignments, liens, judgments, encumbrances,
restrictions, or claims of any kind, other than as expressly
provided in this Agreement. A schedule of said assets,
inventory and any security interest, consignments,
liens, judgments, encumbrances, restrictions, and claims is
attached hereto as Exhibit A .
4.11 Current
Employees and Employment Practices. Seller
represents that all employees of Seller are employees at will. No
employment discrimination or unfair labor practice, charge or
complaint against Seller has been filed, nor to the knowledge of
Seller, is threatened to be filed with any court, agency or other
entity having jurisdiction over Seller. To the knowledge of Seller,
Seller has not been threatened by any former employee with any suit
alleging wrongful termination or other discriminatory wrongful or
tortuous conduct in connection with the employment relationship.
None of the employees of Seller are represented by any labor
organization or to the knowledge of Seller is there currently any
union organizing activities with respect to such employees, nor has
there been any such organizing activity within the past one (1)
year. Seller has not engaged in any collective
bargaining or similar agreement with any labor
organization.
4.12
Insurance. Seller shall deliver prior to closing
original or copies of any and all insurance policies
which Seller has in effect covering itself or its employees,
officers or directors, inventory, and equipment. Seller
has had general liability insurance policies in full force and
effect from the date Seller