Exhibit 99.2
ASSET SALE AGREEMENT
This ASSET SALE AGREEMENT
(“Agreement”) made and entered into this 7th day of
October 2008 by and among Rotate Black, Inc. a Nevada corporation
(“Rotate” or "Buyer") and Rotate Black, LLC, a Michigan
Limited Liability Company ("Seller").
WHEREAS, Seller owns certain assets
listed in Schedule 1 attached hereto (the “Sale
Assets”) and, subject to the terms and conditions of this
Agreement, Seller wishes to sell and Buyer wishes to buy the Sale
Assets.
NOW THEREFORE, in consideration of the
premises and the mutual representations, warranties and covenants
set forth herein, Seller and Buyer agree that:
ARTICLE I
DEFINITIONS
1.1
“Closing” shall mean the
closing of the transactions described herein.
1.2
“Closing Date” shall mean the
date on which the Closing takes place. The Closing Date shall
be October 7, 2008 or such other date as the parties may otherwise
agree for the closing.
ARTICLE II
SALE AND PURCHASE
2.1
Sale and Purchase of Assets
. On and subject to the terms and
conditions set forth in this Agreement, Seller shall sell, assign,
transfer and convey to Buyer, and Buyer shall purchase from Seller,
all of the Sale Assets.
2.2
Consideration for the Sale
Assets . As payment in
full for the Sale Assets, at the Closing, Buyer will deliver to
Seller 5,480,900 shares of common stock of Rotate Black, Inc.
(being $2,740,450 worth of such stock valued at $0.50 per share).
Such shares shall be delivered in the name of Seller (or as
Seller otherwise directs) or shall be accompanied by stock powers
executed by Buyer in blank. All shares of common stock of
Rotate Black, Inc. issued or issuable pursuant to this Agreement
are herein referred to as the “Shares.”
2.3
Conditions to Sale of
Assets . (a) To
the extent any of the assets being acquired or Shares being
delivered, are subject to any liens or security interests held by
third parties, the
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purchase and sale of the Sale Assets is
specifically conditioned upon the release of all liens and security
interests therein.
(b)
Buyer shall deliver to Seller an opinion
of counsel (i) as to the availability of an exemption from the
registration requirements under the Securities Act of 1933 in
connection with the sale of the Sale Assets and issuance of the
Shares, and (ii) to the effect that the Shares will be eligible for
sale by Seller pursuant to Rule 144.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
SELLER
Seller represents and warrants to Buyer
that:
3.1
Corporate Status and
Authority . Seller is a
limited liability company organized, validly existing, and in good
standing under Michigan law and has all requisite power and
authority necessary for its execution, delivery and performance of
this Agreement by Seller.
3.2
Due Authorization, Etc.
The execution, delivery and
performance of this Agreement by Seller has been authorized and
this Agreement is the legal, valid and binding agreement of Seller,
enforceable according to its terms.
3.3
Taxes . Seller is not aware of any tax liens on any
of the Sale Assets, and no tax liens will at any time be asserted
against the Sale Assets for or on the basis of taxes that are due
and payable, or are accrued even though not due or payable, at any
time before the Closing.
3.4
Consents. No consent, authorization or approval of any
third party or governmental authority is required for the execution
and delivery by Seller of this Agreement or the consummation by
Seller of the transactions contemplated hereby, there exist no
right-of-first-refusal or other preferential purchase rights with
respect to any of the Sale Assets and the execution, delivery and
performance of this Agreement by Seller will neither conflict with
nor result in any breach or contravention of, nor permit the
acceleration of the maturity of any duties, obligations or
liabilities, or the creation of any lien, charge or encumbrance
affecting any of its assets, rights or property.
3.5
Title . Seller has and will convey to Buyer hereunder
good and marketable title to all of the Sale Assets, free and clear
of all defects, liens, charges, lease or conditional sale
obligations, licenses, and other encumbrances, defects or rights in
third parties.
3.6
Litigation. There are no material claims, actions, suits,
proceedings or investigations pending, threatened against or
affecting the Sale Assets.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF ROTAE
BLACK, INC.
Rotate Black represents and warrants to
Seller that:
4.1
Corporate Status and
Authority . Rotate
Black, Inc. is a Michigan Limited Liability Company duly organized,
validly existing and in good standing and has all corporate power
and authority n
