This Assignment Agreement involves
Title: AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS
Governing Law: California Date: 2/14/2011
CONVEYANCE, TRANSFER AND ASSIGNMENT OF
ASSETS AND ASSUMPTION OF OBLIGATIONS
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations ("Agreement") is made as of December , 2010 (the "Effective Date"), by and between Strathmore Investments, Inc. ("Strathmore" or "Assignor"), with an address of 29399 Agoura Road, Agoura Hills, CA 91301, and OmniReliant Holdings, Inc., a Nevada corporation ("Assignee").
WHEREAS, Strathmore owns 100% of certain assets, including, but not limited to, those set forth on Schedule A attached hereto.
WHEREAS, Strathmore desires to convey, transfer and assign to Assignee, and Assignee desires to acquire from Strathmore, all of Strathmore's interest in those assets sets forth on Schedule A hereto (the "Assets"), free and clear of all liens, claims, encumbrances and liabilities.
WHEREAS, Omni desires to transfer to Strathmore all shares of Strathmore stock owned by Omni.
NOW THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:
Assignment and Sale.
Assignment of Assets. For good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged by Strathmore, Strathmore does hereby assign, grant, bargain, sell, convey, transfer and deliver to Assignee, and its successors and assigns, all of Strathmore's right, title and interest in, to and under the Assets. Notwithstanding the foregoing, this Agreement shall be deemed null and void and all Consideration (as hereinafter defined) shall be returned to Assignee if the Assignor, or any shareholder of the Assignor commits any acts of fraud.
Closing. The purchase and sale of Strathmore's interest in the
Assets and return of Strathmore stock shall take place at a closing (the "Closing"), to be held on Monday November 22, 2010 via electronic means.
Further Assurances. Assignors shall from time to time after the
date hereof at the request of Assignee and without further consideration execute and deliver to Assignee such additional instruments of transfer and assignment, including without limitation any bills of sale, assignments of leases, deeds, and other recordable instruments of assignment, transfer and conveyance, in addition to this Agreement, as Assignee shall reasonably request to evidence more fully the assignment by Strathmore to Assignee of its interest in the Assets.
Consideration. As consideration for the transfer of the Assets,
Assignee shall return and deliver to Strathmore 450 shares of Strathmore's common stock Assignee holds back to the Assignor, and further, all defaults under the several outstanding secured capital notes (collectively the "Notes"), shall be deemed cured. It is further agreed that if Strathmore pays the amount of $375,000 within a hundred and twenty days of going public, the Notes shall be deemed satisfied, in full. Failure to timely pay the Notes, as set forth in this Section 1.4 shall be an event of default under the Notes, subject to the terms and conditions of the Notes.
Payment of Other Liabilities. Within a hundred and twenty
(120) days of going public, Strathmore shall also satisfy all debts and obligations set forth on Schedule "B" of
this Agreement. Agreements providing for extended payment terms of the obligations set forth on Schedule "B" shall be deemed to satisfy the requirements of this Section 1.5, with the exception of the Chase Paymenttech Merchant Account which shall also be satisfied in full within hundred and twenty (120) days of Strathmore going public.
Assignor Deliverables. On or prior to the date of closing, Assignor shall
deliver to the assignee, audited financial statements for the year ended December 31, 2009 and unaudited financial statements for the quarter ended September 30, 2010.
Representations and Warranties of the Assignors. Assignor hereby
makes the following representations and warranties, based upon the actual knowledge of David Bleeden, without duty of inquiry, to Assignee, which shall survive the Closing:
The Assets are owned by Assignor free and clear of any and all
liens, claims, encumbrances, preemptive rights, right or first refusal and adverse interests of any kind except as listed in section 3.(a) of Schedule B, attached hereto.
Assignor has the requisite power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby and otherwise to carry out obligations hereunder.
No consent, approval or agreement of any individual or entity,
other than OmniReliant is required to be obtained by Assignor in connection with the execution and performance by Assignor of this Agreement or the execution and performance by Assignor of any agreements, instruments or other obligations entered into in connection with this Agreement except as listed in section 3.(a) of Schedule B, attached hereto.
There is no private or governmental action, suit, proceeding, claim,
arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or, to Assignor's knowledge, threatened against Assignor or any of Assignor's' properties except as listed in section 3.(a) of Schedule B, attached hereto.
There is no judgment, decree or order against Assignor that could
prevent, enjoin, alter or delay any of the transactions contemplated by this Agreement, except as listed in section 3.(a) of Schedule B, attached hereto.
There are no material claims, actions, suits, proceedings, inquiries,
labor disputes or investigations pending or, to Assignor's knowledge, threatened against the Assignor or any of its assets, at law or in equity or by or before any governmental entity or in arbitration or mediation except as listed in section 3.(a) of Schedule B, attached hereto.
No bankruptcy, receivership or debtor relief proceedings are
pending or, to Assignor's knowledge, threatened against Assignor.
To the best of his knowledge, Assignor has complied with, is not in
violation of, and has not received any notices of violation with respect to, any federal, state, local or foreign Law, judgment, decree, injunction or order, applicable to it, the conduct of its business, or the ownership or operation of its business. References in this Agreement to "Laws" shall refer to any laws, rules or regulations of any federal, state or local government or any governmental or quasi-governmental agency, bureau, commission, instrumentality or judicial body (including, without limitation, any federal or state securities law, regulation, rule or administrative order).
Assignor is aware of Assignees business affairs and financial
condition and has reached an informed and knowledgeable decision to assign the Assets.
3.10 There are no liabilities, commitments, contracts, agreements, obligations or other claims against Assignor or the Assets, whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise associated with the Assets except as listed in section 3.(a) of Schedule B, attached hereto.
3.11 All representations, covenants and warranties of Assignor contained in this Agreement shall be true and correct on and as of the Closing with the same effect as though the same had been made on and as of such date.
3.12 Assignor agrees to indemnify and hold harmless Assignee for and against any breach of the representations or warranties contained in this Agreement.
3.13 Assignor agrees to defend, indemnify, and hold harmless Assignee, its officers, directors, agents and assigns with respect to any claim constituting a breach of the representations or warranties contained in this Agreement. With respect to any such claims, either party shall give the other party prompt notice of the claim.
Section 4. Releases.
4.1 Releases by Assignor. With the exception of the obligations,
representations and warranties set forth in this Agre