ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT is made this 1st day of July, 2007,
by and
between Pneu-Logic Ltd., ("Seller"), and Advanced ID Corporation,
a
Nevada corporation, ("Buyer").
RECITALS:
WHEREAS, Seller is a supplier of a wireless hand held tyre tread
and
pressure measuring tool for vehicle inspections; and
WHEREAS, Buyer desires to purchase from Seller, and Seller desires
to
sell to Buyer, all Seller's rights, title and interest, if any, in
and
to certain assets on the terms described below.
NOW, THEREFORE, the parties agree as follows:
1. Preamble;
Preliminary Recitals.
The preamble and preliminary recitals set forth above are by
this
reference incorporated in and made a part of this Agreement.
2. Purchase of
Assets.
Subject to the provisions of this Agreement, Buyer agrees to
purchase,
and Seller agrees to sell, all of the assets of Seller that are
used in
or necessary for the conduct of its business, ("Purchased Assets").
The
purchase price for the Purchased Assets shall be $800,000.
("Purchase
Price").
"Purchased Assets" means, tangible and intangible assets owned by
Seller
that are used in or necessary for the conduct of its business
including,
without limitation (i) software and all intellectual property of
the
Seller, (ii) the fixed assets of Seller, (iii) product designs
and
patent use rights (iv) any and all customer lists and (v) the
goodwill
associated therewith, all free and clear of any security
interests,
mortgages or other encumbrances; but excluding all other assets
of
Seller and specifically excluding: (i) cash; (ii) any accounting
related
books and records, whether written or electronically recorded;
(iii)
causes of action not related to the Purchased Assets; (iv)
contingent
and unliquidated claims of every nature except those related to
the
Purchased Assets, including tax refunds, counterclaims, and rights
to
set off claims; (v) deposits and (vi) any personal property subject
to
any security interest in favor of a third party.
3. Payment of
Purchase Price.
Buyer shall deliver the Purchase Price as follows:
(i) 1,000,000 AIDO restricted common
shares of Buyer with assumed
value of $400,000 USD, the common share price being fixed at $0.40
USD
as of the date of this definitive. Seller shall receive the
common
shares issued on the first of July.
(ii)
$400,000 USD in cash
spread over twelve (12) months on an earn
out basis as follows:
(a) $100,000 USD
upon the date of closing
(b) $30,000 USD
monthly starting October 1, 2007 for ten
months, based on meeting 50% of the pro forma 2007 revenue
forecast
provided by Seller.
Failure to meet the 50% of forecast average over a
three month period will decrease the month payout and extend the
payout
beyond twelve (12) months. The aggregate amount will not
decrease as
long as 50% of the forecast is met by the end of the period.
4. Assumption of
Liabilities.
Buyer is not assuming, nor shall it in any way be liable or
responsible
for, any liabilities, obligations or debts of Seller, whether
accrued,
absolute, contingent or otherwise, arising before or after the
Closing.
5. Covenants of
Seller.
Seller hereby covenants and agrees with Buyer that:
Until the Closing Seller shall use its best efforts to maintain
its
current relationships with suppliers, customers and others
having
business relations with Seller in connection with the Purchased
Assets.
Until the Closing, except as may be first approved in writing by
Buyer
or as is otherwise permitted or contemplated by this Agreement,
Seller
shall conduct its business and all transactions with respect to
the
Purchased Assets, only in the usual and ordinary course of
business
consistent with Seller's past practice.
Until the Closing, Seller shall make no sale of assets other than
in the
ordinary course of Seller's past practice.
6. Closing.
a. The consummation of
the purchase and sale of the Purchased
Assets (the "Closing") shall be held at 4:00 p.m. on August 15,
2007 or sooner by agreement of the parties, at such place as
Buyer
and Seller may agree.
b. At the Closing,
Seller shall deliver the Purchased Assets to
Seller and shall deliver the following documents to Buyer:
i. an Assignee's Bill of
Sale in substantially the form of
Exhibit A;
ii. list of Accounts;
iii.
list of Inventory;
iv. Closing Statement; and
v. such other documents
as may be reasonably requested by
Purchaser in connection with the consummation
