ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT ("Agreement") is entered into as of this
_____ day of ____________ 20__, by and between Mark Andre ("Seller"), and Aptus,
Corp., a Delaware corporation ("Buyer"). Buyer and Seller are referred to
collectively herein as the "Parties."
RECITALS
WHEREAS, Buyer's core business includes Software Solutions and proprietary
technology; and
WHEREAS, Buyer desires to purchase from Seller source code and computer
hardware ("Assets"); and
WHEREAS, subject to the terms and conditions contained in this Agreement,
Seller desires to sell to Buyer, and Buyer agrees to purchase from Seller, the
Assets.
NOW, THEREFORE, in consideration of the mutual covenants, representations,
and warranties set forth in this Agreement, the parties agree as follows:
1. DEFINITIONS.
"Assets" are defined and set forth in Exhibit A.
"Buyer" has the meaning set forth in the preface above.
"Closing" has the meaning set forth in section 2(c) below.
"Closing Date" has the meaning set forth in section 2(c) below.
"Code" means the Internal Revenue Code of 1986, as amended.
"Disclosure Schedule" has the meaning set forth in section 3 below.
"Knowledge" means actual current knowledge after reasonable investigation.
"Liability" means any liability (whether known or unknown, whether asserted
or unasserted, whether absolute or contingent, whether accrued or un-accrued,
whether liquidated or un-liquidated, and whether due or to become due),
including any liability for Taxes.
"Ordinary Course of Business" means the ordinary course of business
consistent with past custom and practice (including with respect to quantity and
frequency).
"Party" has the meaning set forth in the preface above.
"Person" means an individual, a partnership, a corporation, an association,
a joint stock company, a trust, a joint venture, an unincorporated organization,
or a governmental entity (or any department, agency, or political subdivision
thereof).
"Post Closing Obligations" has the meaning set forth in section 8 below.
"Purchase Price" has the meaning set forth in section 2(b) below.
"Security Interest" means any mortgage, pledge, lien, encumbrance, charge,
or other security interest, other than (a) mechanic's, materialmen's, and
similar liens, (b) liens for Taxes not yet due and payable [or for Taxes that
the taxpayer is contesting in good faith through appropriate proceedings], (c)
purchase money liens and liens securing rental payments under capital lease
arrangements, and (d) other liens arising in the Ordinary Course of Business and
not incurred in connection with the borrowing of money.
"Seller" has the meaning set forth in the preface above.
"Tax" means any federal, state, local, or foreign income, gross receipts,
license, payroll, employment, excise, severance, stamp, occupation, premium,
windfall profits, environmental (including taxes under Code section 59A),
customs duties, capital stock, franchise, profits, withholding, social security
(or similar), unemployment, disability, real property, personal property, sales,
use, transfer, registration, value added, alternative or add-on minimum,
estimated, or other tax of any kind whatsoever, including any interest, penalty,
or addition thereto, whether disputed or not.
2. BASIC TRANSACTION.
(a) Purchase and Sale of Assets. On and subject to the terms and conditions
of this Agreement and the purchase money security interest retained by Seller as
evidenced by the security agreement hereafter described, Buyer agrees to
purchase from Seller, and Seller agrees to sell, transfer, convey, and deliver
to Buyer, all of the Assets at the Closing for the consideration specified below
in this section 2.
(b) Purchase Price. At Closing, which shall occur on or before January 31,
2004, unless extended, Buyer shall pay as follows:
1. $500,000 payable in common stock as established in Exhibit G. Subject
to the terms and conditions herein stated, the certificates
representing the common stock shall be tendered, at closing, by Buyer
to Seller, duly endorsed or accompanied by stock power(s) duly
executed in blank by Buyer, with all necessary transfer tax and other
revenue stamps, if any, acquired at Buyer's expense, affixed and
cancelled. Buyer agrees to cure any deficiencies with respect to the
endorsement of the certificate(s) representing the common stock of
Buyer to be conveyed to Seller pursuant to this Agreement, whether now
or in the future or with respect to the stock powers accompanying any
such certificate(s). 2. 5.5% distribution on all revenues as described
in Distribution Agreement hereto attached as Exhibit E. 3. Consulting
Agreement for the term of two (2) years with monthly compensation in
the amount of $5,000, hereto attached as Exhibit F. 4. Upon the
signing of the definitive Purchase Agreement a cash payment of
$8,500.00. 5. Seller shall have the right, at any time during the term
of the distribution Agreement and Consulting Agreement, and from time
to time, in his sole option, to purchase up to an additional 500,000
shares of the common stock of Buyer at the purchase price of $0.50 per
share of stock, and Buyer shall have the obligation to sell such stock
at such a price upon demand. 6. The assumption by Buyer of all
obligations of Seller and/or Appgen Technologies, Inc., a Delaware
corporation ("Appgen") to provide continuing customer service and
support to the existing licensee of the CODE (as such term is defined
in the Distribution Agreement) in accordance with the existing license
agreements between such licensees and Appgen and/or Seller.
(c) Closing. Closing shall occur at 5:00 P.M., on January 31, 2004 at 1127
Broadway Plaza, Suite 203, Tacoma, Washington 98402 as agreed to between Buyer
and Seller, and shall be contingent upon Seller delivering Exhibit A and any
required assignments attached hereto as Exhibit B and Buyer delivering the
consideration specified in section 2(b).
(d) Deliveries at the Closing. At the Closing, (i) Seller shall deliver to
Buyer the various certificates, instruments, and documents referred to in
section 6(a) below; (ii) Buyer shall deliver to Seller the various certificates,
instruments, and documents referred to within 6(b) below; (iii) Seller shall
execute, acknowledge (if appropriate), and deliver to Buyer (A) assignments in
the forms attached hereto marked collectively Exhibit B, if required, and (B)
such other instruments of sale, transfer, conveyance, and assignment as Buyer
and its counsel reasonably may request; (iv) Buyer shall execute, acknowledge
(if appropriate), and deliver to Seller (A) an assumption in the form attached
hereto as Exhibit C, if required, and (B) such other instruments of assumption
as Seller and its counsel reasonably may request; (v) Buyer shall deliver to
Seller, or on Seller's behalf, the consideration specified in section 2(b) above
and (vi) Buyer shall deliver to Seller a security agreement, in the form
attached hereto as Exhibit I hereto, pledging Buyer's interest in the CODE, the
Assets (as defined hereunder), and the "Assets" (as such term is defined within
that certain Asset Purchase Agreement between Appgen and Buyer of even date) to
secure Buyer's obligations under this Agreement, the Distribution Agreement and
the Consulting Agreement.
3. REPRESENTATIONS AND WARRANTIES OF SELLER.
Seller, to the best of Seller's knowledge, represents and warrants to Buyer
that the statements contained in this section 3 are materially correct and
complete as of the date of this Agreement and shall be materially correct and
complete as of the Closing Date (as though made then and as though the Closing
Date were substituted for the date of this Agreement throughout this section 3),
except as set forth in the Disclosure Schedule, attached as Exhibit D hereto,
accompanying this Agreement and initialed by the Parties ("Disclosure
Schedule"). The Disclosure Schedule shall be arranged in paragraphs
corresponding to the lettered and numbered paragraphs contained in this section
3.
(a) Authorization of Transaction. Seller has full power and authority
(including full corporate power and authority) to execute and deliver this
Agreement and to perform its obligations hereunder. This Agreement
constitutes the valid and legally binding obligation of Seller, enforceable
in accordance with its terms and conditions.
(b) Noncontravention. Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated hereby
(including the assignments and assumptions referred to in ss.2 above),
shall (i) violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge, or other restriction of any
government, governmental agency, or court to which Seller is subject or any
provision of the charter or bylaws of Seller or (ii) conflict with, result
in a breach of, constitute a default under, result in the acceleration of,
create in any party the right to accelerate, terminate, modify, or cancel,
or require any notice under any agreement, contract, lease, license,
instrument, or other arrangement to which Seller is a party or by which it
is bound or to which any of its assets is subject (or result in the
imposition of any Security Interest upon any of its assets). Seller is not
required to give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any government or governmental
agency in order for the Parties to consummate the transactions contemplated
by this Agreement (including the assignments and assumptions referred to in
ss.2 above).
(c) Brokers' Fees. With the exception of obligations to Mark Levine,
Seller has no Liability or obligation to pay any fees or commissions to any
broker, finder, or agent with respect to the transactions contemplated by
this Agreement for which Buyer could become liable or obligated.
(d) Title to Assets. Seller has good and marketable title to all of
the Assets, free and clear of any Security Interest or restriction on
transfer. The assets of Seller being acquired through this Agreement
consist of various confidential business and technical information and
other operational relationships.
(e) Seller has not previously sold, leased, transferred, encumbered or
assigned any of the Assets, except as enumerated in Exhibit B which shall
include the licensees of the CODE as previously disclosed to Buyer.
(f) Seller has not imposed any Security Interest upon any of the
Assets.
(g) Seller has not experienced any substantial loss or change in the
Assets, their nature and scope within the past three months, except
regarding the loss of business relationships due to the closure and
obligations of Appgen.
(h) Disclosure Schedule. The Disclosure Schedule shall list all
exceptions to the warranties set out in the preceding paragraph, in any.
The Disclosure Schedule shall be approved in writing by the Buyer before
closing. The Disclosure Schedule shall also set forth each instance in
which the Assets are subject to any outstanding injunction, judgment,
order, decree, ruling, or charge in any action, suit, proceeding, hearing,
or investigation of, in, or before any court or quasi-judicial or
administrative agency of any federal, state, local, or foreign jurisdiction
or before any arbitrator, or the absence thereof.
(i) Disclosure. The representations and warranties contained in this
section 3 do not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements and
information contained in this section 3 not misleading.
4. REPRESENTATIONS AND WARRANTIES OF BUYER.
Buyer represents and warrants to Seller that the statements contained in
this section 4 are correct and complete as of the date of this Agreement and
shall be correct and complete as of the Closing Date (as though made then and as
though the Closing Date were substituted for the date of this Agreement
throughout this section 4), except as set forth in the Disclosure Schedule. The
Disclosure Schedule shall be arranged in paragraphs corresponding to the
lettered and numbered paragraphs contained in this section 4.
(a) Organization of Buyer. Buyer is a Delaware corporation duly
organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation.
(b) Authorization of Transaction. Buyer has full power and authority
(including full corporate power and authority) to execute and deliver this
Agreement and to perform its obligations hereunder. This Agreement
constitutes the valid and legally binding obligation of Buyer, enforceable
in accordance with its terms and conditions.
(c) Noncontravention. Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated hereby
(including the assignments and assumptions referred to in section 2 above),
shall (i) violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge, or other restriction of any
government, governmental agency, or court to which Buyer is subject or any
provision of its charter or bylaws or (ii) conflict with, result in a
breach of, constitute a default under, result in the acceleration of,
create in any party the right to accelerate, terminate, modify, or cancel,
or require any notice under any agreement, contract, lease, license,
instrument, or other arrangement to which Buyer is a party or by which it
is bound or to which any of its assets is subject. Buyer does not need to
give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order for
the Parties to consummate the transactions contemplated by this Agreement
(including the assignments and assumptions referred to in section 2 above).
(d) Value of Shares. Buyer must establish its value so as to determine
the value of shares in section 2.b.1 in attached Exhibit G, and enumerate
all terms, conditions and articles of incorporation that relate to the
shares in section 2.b.1. The Establishment of Buyer's Value (Exhibit G)
shall be approved in writing by the Seller before closing.
(e) Stock Representations. Seller has an authorized capitalization
consisting of 275,000,000 shares consisting of 250,000,000 shares of Common
Stock having a par value of $0.001 per share, 5,000,000 shares of Class A
Common Stock having a par value of $0.001 per share, 10,000,000 shares of
Class A Preferred Stock having a par value of $0.001 per share and
10,000,000 shares of Class B Preferred Stock having a par value of $0.001
per share. Currently, _________ shares of the Common Stock are issued and
outstanding, _________ shares of the Class A Common Stock are issued and
outstanding, _________ shares of the Class A Preferred Stock are issued and
outstanding and _________ shares of the Class B Preferred Stock are issued
and outstanding. All such outstanding shares have been duly authorized and
validly issued and are fully paid and non-assessable. All of the stock to
be conveyed to Seller, both now and, if so determined by Seller, in the
future shall have been duly authorized and validly issued and are fully
paid and non-assessable. Except as may be disclosed within the Disclosure
Schedule, there are no outstanding options, warrants, rights, calls,
commitments, conversion rights, rights of exchange, plans or other
agreements of any character providing for the purchase, issuance or sale of
any shares of the capital stock of Buyer, other than as contemplated by
this Agreement. Buyer is the lawful owner of all the issued and outstanding
shares to be conveyed to Seller pursuant to the terms of this Agreement,
free and clear of all liens, encumbrances, restrictions and claims of every
kind. The delivery to Seller of the common stock of Buyer, both now and in
the future pursuant to the provisions of this Agreement will transfer to
Seller valid title thereto, free and clear of all liens, encumbrances,
restrictions and claims of every kind.
5. PRE-CLOSING COVENANTS.
The Parties agree as follows with respect to the period between the
execution of this Agreement and the Closing.
(a) General. Each of the Parties shall use its reasonable best
efforts to take all action and to do all things necessary, proper, or
advisable in order to consummate and make effective the transactions
contemplated by this Agreement (including satisfaction, but not
waiver, of the closing conditions set forth in section 6 below).
(b) Notice of Developments. Each Party shall give prompt written notice to
the other Party of any material adverse development causing a breach of any of
its own representations and warranties in section 3 and section 4 above. No
disclosure by any Party pursuant to this section 5(b), however, shall be deemed
to amend or supplement the Disclosure Schedule or to prevent or cure any
misrepresentation, breach of warranty, or breach of covenant.
(c) Exclusivity. Seller shall not (i) solicit, initiate, or encourage the
submission of any proposal or offer from any Person relating to the acquisition
of any capital stock or other voting securities, or any substantial portion of
the assets, of Seller (including any acquisition structured as a merger,
consolidation, or share exchange) or (ii) participate in any discussions or
negotiations regarding, furnish any information with respect to, assist or
participate in, or facilitate in any other manner any effort or attempt by any
Person to do or seek any of the foregoing. Seller shall notify Buyer immediately
if any Person makes any proposal, offer, inquiry, or contact with respect to any
of the foregoing.
6. CONDITIONS TO OBLIGATION TO CLOSE.
(a) Conditions to Obligation of Buyer. The obligation of Buyer to
consummate the transactions to be performed by it in connection with the Closing
is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in section 3 above
shall be true and correct in all material respects at and as of the Closing
Date;
(ii) Seller shall have performed and complied with all of its
covenants hereunder in all material respects through the Closing;
(iv) no action, suit, or proceeding shall be pending before any court
or quasi-judicial or administrative agency of any federal, state, local, or
foreign jurisdiction or before any arbitrator wherein an unfavorable
injunction, judgment, order, decree, ruling, or charge would (A) prevent
consummation of any of the transactions contemplated by this Agreement, (B)
cause any of the transactions contemplated by this Agreement to be
rescinded following consummation, or (C) affect adversely the right of
Buyer to own the Assets and to operate the former businesses of Seller; and
(v) Seller shall have delivered to Buyer a certificate to the effect
that each of the conditions specified above in section 6(a)(i)-(iv) is
satisfied in all respects.
Buyer may waive any condition specified in this section 6(a) if it executes a
writing so stating at or prior to the Closing.
(b) Conditions to Obligation of Seller. The obligation of
Seller to consummate the transactions to be performed by it in connection with
the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in section 4
above shall be true and correct in all material respects at and as of
the Closing Date;
(ii) Buyer shall have performed and complied with all of its
covenants hereunder in all material respects through the Closing;
(iii) no action, suit, or proceeding shall be pending before any
court or quasi-judicial or administrative agency of any federal,
state, local, or foreign jurisdiction or before any arbitrator wherein
an unfavorable injunction, judgment, order, decree, ruling, or charge
would (A) prevent consummation of any of the transactions contemplated
by this Agreement or (B) cause any of the transactions contemplated by
this Agreement to be rescinded following consummation (and no such
injunction, judgment, order, decree, ruling, or charge shall be in
effect); and
(iv) Buyer shall have delivered to Seller a certificate to the
effect that each of the conditions specified above in section
6(b)(i)-(iii) is satisfied in all respects.
Seller may waive any condition specified in this section 6(b) if it
executes a writing so stating at or prior to the Closing.
7. TERMINATION.
(a) Termination of Agreement. Certain of the Parties may terminate this
Agreement as provided below:
(i) Buyer and Seller may terminate this Agreement by mutual written
consent at any time prior to the Closing;
(ii) Buyer may terminate this Agreement by giving written notice to
Seller at any time prior to the Closing (A) in the event Seller has
breached any material representation, warranty, or covenant contained in
this Agreement in any material respect, Buyer has notified Seller of the
breach, and the breach has continued without cure for a period of ten (10)
days after the notice of breach or (B) if the Closing shall not have
occurred on or before February 10, 2004, by reason of the failure of any
condition precedent under ss.6(a) hereof (unless the failure results
primarily from Buyer itself breaching any representation, warranty, or
covenant contained in this Agreement); and
(iii) Seller may terminate this Agreement by giving written notice to
Buyer at any time prior to the Closing (A) in the event Buyer has breached
any material representation, warranty, or covenant contained in this
Agreement in any material respect, Seller has notified Buyer of the breach,
and the breach has continued without cure for a period of ten (10) days
after the notice of breach or (B) if the Closing shall not have occurred on
or before January 31, 2004 , by reason of the failure of any condition
precedent under section 6(b) hereof (unless the failure results primarily
from Seller itself breaching any representation, warranty, or covenant
contained in this Agreement).
(b) Effect of Termination. If any Party terminates this Agreement pursuant
to section 7(a) above, all rights and obligations of the Parties hereunder shall
terminate without any Liability of any Party to any other Party (except for any
Liability of any Party then in breach).
8. POST CLOSING OBLIGATIONS.
Buyer remains obligated to the ongoing distributions as defined in Exhibit
E, and all ongoing fees or payments as enumerated in Exhibit F the consulting
agreement. Buyer hereby assumes and obligates itself to perform, at no expense
to Seller, all outstanding obligations of Seller and/or Appgen to provide
continuing customer service and support to the existing licensee of the CODE in
accordance with the existing license agreements between such licensees and
Appgen and/or Seller. Buyer shall use its absolute best efforts to complete, as
soon as possible, the registration of the Common Stock of Buyer with all
applicable state and federal regulatory and governmental authorities (including,
but not limited to, the Securities and Exchange Commission), so that such common
stock is fully registered and readily transferable without restriction in
compliance with all applicable state and federal securities laws, and shall
timely take such actions and submit such information as such state and federal
regulatory and governmental authorities may require in connection with such
registration efforts.
9. MISCELLANEOUS.
(a) Survival of Representations and Warranties. All of the representations
and warranties of the Parties contained in this Agreement shall survive the
Closing hereunder as and to the extent provided in the Agreement with Seller
Stockholders.
(b) Press Releases and Public Announcements. No Party shall issue any press
release or make any public announcement relating to the subject matter of this
Agreement prior to the Closing without the prior written approval of the other
Party; provided, however, that any Party may make any public disclosure it
believes in good faith is required by applicable law or any listing or trading
agreement concerning its publicly-traded securities (in which case the
disclosing Party shall use its reasonable best efforts to advise the other Party
prior to making the disclosure).
(c) No Third-Party Beneficiaries. This Agreement shall not confer any
rights or remedies upon any Person other than the Parties and their respective
successors and permitted assigns.
(d) Entire Agreement. This Agreement (including the documents referred to
herein) constitutes the entire agreement between the Parties and supersedes any
prior understandings, agreements, or representations by or between the Parties,
written or oral, to the extent they related in any way to the subject matter
hereof.
(e) Succession and Assignment. This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective heirs,
successors and permitted assigns. No Party may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior written
approval of the other Party; provided, however, that Buyer may (i) assign any or
all of its rights and interests hereunder to one or more of its Affiliates and
(ii) designate one or more of its Affiliates to perform its obligations
hereunder (in any or all of which cases Buyer nonetheless shall remain
responsible for the performance of all of its obligations hereunder).
(f) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
(g) Headings. The section headings contained in this Agreement are inserted
for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
(h) Notices. All notices, requests, demands, claims, and other
communications hereunder shall be in writing. Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly given if (and then
two business days after) it is sent by "Priority International" or "Priority
Overnight" service through Federal Express, all fees prepaid, and addressed to
the intended recipient as set forth below:
If to Buyer:
John P. Gorst, President
Aptus, Corp.
1127 Broadway Plaza, Suite 203
Tacoma, Washington 98402
If to Seller:
Mark Andre
PO Box 86
Great River, NY 11739
Any Party may send any notice, request, demand, claim, or other
communication hereunder to the intended recipient at the address set forth above
using any other means (including personal delivery, expedited courier, messenger
service, telecopy, telex, ordinary mail, or electronic mail), but no such
notice, request, demand, claim, or other communication shall be deemed to have
been duly given unless and until it actually is received by the intended
recipient. Any Party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other Party notice in the manner herein set forth.
(i) Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of New York without giving effect
to any choice or conflict of law provision or rule (whether of the State of New
York or any other jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of New York.
(j) Amendments and Waivers. No amendment of any provision of this Agreement
shall be valid unless the same shall be in writing and signed by Buyer and
Seller. No waiver by any Party of any default, misrepresentation, or breach of
warranty or covenant hereunder, whether intentional or not, shall be deemed to
extend to any prior or subsequent default, misrepresentation, or breach of
warranty or covenant hereunder or affect in any way any rights arising by virtue
of any prior or subsequent such occurrence.
(k) Severability. Any term or provision of this Agreement that is invalid
or unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.
(l) Expenses. Each of Buyer and Seller shall bear his or its own costs and
expenses (including legal fees and expenses) incurred in connection with this
Agreement and the transactions contemplated hereby.
(m) Construction. The Parties have participated jointly in the negotiation
and drafting of this Agreement. In the event an ambiguity or question of intent
or interpretation arises, this Agreement shall be construed as if drafted
jointly by the Parties and no presumption or burden of proof shall arise
favoring or disfavoring any Party by virtue of the authorship of any of the
provisions of this Agreement. Any reference to any federal, state, local, or
foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise. The
word "including" shall mean including without limitation.
(n) Incorporation of Exhibits and Schedules. The Exhibits and Schedules
identified in this Agreement are incorporated herein by reference and made a
part hereof.
(o) Specific Performance. Each of the Parties acknowledges and agrees that
the other Party would be damaged irreparably in the event any of the provisions
of this Agreement are not performed in accordance with their specific terms or
otherwise are breached. Accordingly, each of the Parties agrees that the other
Party shall be entitled to an injunction or injunctions to prevent breaches of
the provisions of this Agreement and to enforce specifically this Agreement and
the terms and provisions hereof in any action instituted in any court of the
United States or any state thereof having jurisdiction over the Parties and the
matter (subject to the provisions set forth in section 8(p) below), in addition
to any other remedy to which it may be entitled, at law or in equity.
(p) Submission to Jurisdiction. Each of the Parties submits to the
jurisdiction of any state or federal court sitting in the Western District
of Washington in any action or proceeding arising out of or relating to this
Agreement and agrees that all claims in respect of the action or proceeding may
be heard and determined in any such court.
(q) Bulk Transfer Laws. Buyer acknowledges that Seller shall not comply
with the provisions of any bulk transfer laws, if any, of any jurisdiction in
connection with the transactions contemplated by this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on as of the
date first above written.
SELLER:
Mark Andre
By: /s/ Mark Andre
Mark Andre
BUYER:
Aptus, Inc.
By: /s/ John P. Gorst
Name: John P. Gorst
Title: President
EXHIBIT A
Itemization of Assets
EXHIBIT B
List and Forms of Assignments
EXHIBIT C
List of Assumptions
EXHIBIT D
Disclosure Schedule
EXHIBIT E
Distribution Agreement
EXHIBIT F
Consulting Agreement
EXHIBIT G
Establishment of Buyer's Value
EXHIBIT H
Articles of Incorporation
EXHIBIT I
Security Agreement