ASSIGNMENT AND ASSUMPTION
and
MANAGEMENT AGREEMENT
This
Assignment and Assumption and Management Agreement (this
“Agreement”) is made and entered into on June __,
2007, by and among the following parties (each, a
“Party” and collectively, the
“Parties”): itLinkz Group, Inc., a Delaware
corporation (the “Company”), itLinkz Corporation,
a Delaware corporation (the “Subsidiary”) and
Jeremy P. Feakins (the “Manager”).
WHEREAS, the
Company is engaged in the business of developing a series of social
and business networking community websites which will allow members
to build online communities, as further described below (the
“Business”); and
WHEREAS, the
Company operates the Business on leased premises located at 1800
Fruitville Pike, Suite 200, Lancaster, PA (the
“Premises”); and
WHEREAS, the
Company has caused the Subsidiary to be formed and organized as the
Company’s wholly owned subsidiary; and
WHEREAS, the
Company desires to transfer all of the assets of the Business to
the Subsidiary and to cause the Subsidiary to assume all
liabilities and obligations of the Company accrued as of the time
of Closing, as more fully described herein; and
WHEREAS, the
Manager has agreed to guarantee personally the obligations to the
Company assumed by the Subsidiary, including the liabilities
assumed and the indemnification obligation described herein;
and
WHEREAS, on
the date of and immediately following the closing of the
transactions contemplated by this Agreement, the Company intends to
consummate the closing of a share purchase and merger pursuant to
the terms of a Share Purchase and Merger Agreement dated June 1,
2007 (the “Merger Agreement”) by and among the Company,
Landway Nano Bio-Tech, Inc. and others; and
WHEREAS ,
as a condition to consummation of the merger pursuant to the Merger
Agreement, the Manager, who is the sole officer of the Company,
must resign from his position in management of the Company;
and
WHEREAS, the
Subsidiary wishes to engage the Manager, and the Manager wishes to
be engaged, to manage and operate the business of the Subsidiary,
effective at the Time of Closing (defined herein) and upon the
terms and conditions set forth herein;
NOW, THEREFORE, in consideration
of the mutual promises made herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties, intending to be legally bound, agree as
follows:
ARTICLE 1 :
TRANSFER AND ASSIGNMENT OF ASSETS
The
business of the Company is to develop a series of social and
business networking community websites which will allow
members to build online communities focused on shared
interests, and to collaborate, share knowledge and team up
with other members on projects relating to their common
interest (the “Business”). The assets and
operations within the scope of the “Business”
include the following: the Company has reserved certain domain
names which are variations of the domain name
“linkup.com,” such as “nurseslinkup.com, and
the Company has advertising contracts with certain
parties.
On
the terms and subject to the conditions herein expressed, the
Company hereby sells, conveys, transfers, assigns, sets over
and delivers to Subsidiary at the Time of Closing (as defined
in Section 4.1), and Subsidiary assumes and accepts, all of
the assets, rights and interests, tangible and intangible, of
every kind, nature and description, then owned, possessed or
operated by Company and used in the operation of the Business,
wheresoever situate (collectively, the “Assets”),
including without limitation the following:
1.1
Machinery and Equipment .
All machinery, equipment, computers and computer hardware, office
furniture and fixtures, and other fixed or tangible
assets;
1.2
Inventories .
All inventories, including without limitation merchandise,
materials, component parts, production and office supplies,
stationery and other imprinted material, promotional materials, and
business records;
1.3
Licenses and Permits .
All licenses, permits and authorizations used by the Company to own
and operate all of the Assets , to conduct the Business and to
occupy the Premises for the purpose of conducting the Business
thereon;
1.4
Intangible Property .
All intangible assets of Company which are transferable including,
but not limited to, customer and supplier lists, privileges,
permits, licenses, software and software licenses, certificates,
commitments, goodwill, registered and unregistered patents,
trademarks, service marks and trade names, and applications for
registration thereof and the goodwill associated therewith,
including without limitation the exclusive right to use the name
“itLinkz” or derivations thereof in the Business,
domain names using the words “linkup.com,” the right to
receive mail related to the Business and the Assets which is
addressed to the Company, and the right to telephone numbers used
at the Premises in the Business;
1.5
Cash and Accounts Receivable. All
accounts receivable, deposit accounts, cash and cash equivalents
and securities owned by the Company including, without limitation,
the cash proceeds of the Share Purchase received by the Company
pursuant to the Merger Agreement;
1.6
Contract Rights .
All rights and benefits of or in favor of Company resulting or
arising from any contracts, purchase orders, sales orders, forward
commitments for goods or services, leases (including security
deposits held by the landlord pursuant to the lease of the
Premises), franchise or license agreements, beneficial interests in
covenants not to compete or confidentiality covenants, the rights
of Company related to any other agreements whatsoever which arise
out of the operation of the Business; and
1.7
Claims. Claims
made in lawsuits and other proceedings filed by the Company,
judgments and settlements in the Company’s favor, rights to
refunds, including rights to and claims for federal and state
income and franchise tax refunds and refunds of other taxes paid
based upon or measured by the income of the Business prior to the
Closing, and insurance policies and rights accrued
thereunder.
ARTICLE 2 :
ASSUMPTION OF LIABILITIES
2.1
Scope of Liabilities Assumed. The
Subsidiary shall assume, pay, perform or discharge the
following:
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a.
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any
and all debts, liabilities or obligations of any nature of the
Company or the Subsidiary, whether contingent or fixed and whether
known or unknown, which have accrued at the Time of Closing
including, without limitation, the Company’s obligations to
the Manager described in the financial statements contained in the
Company’s quarterly report filed with the Securities and
Exchange Commission for the period ending March 31, 2007, which
refer to loans having a principal balance (as of the date of said
financial statements) of $955,120.
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b.
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any
and all debts, liabilities or obligations of any nature of the
Subsidiary, whether contingent or fixed and whether known or
unknown, arising from the ownership or operation of the Assets or
the Business or the occupation of the Premises either before or
after the Time of Closing.
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The
Operating Subsidiary shall promptly provide for payment,
performance and discharge of the same in accordance with their
terms. The Manager agrees personally and unconditionally to
guarantee performance of the obligations assumed by the
Operating Subsidiary as described herein.
ARTICLE 3 :
COLLECTION OF ACCOUNTS RECEIVABLE
3.1
Right to Collect.
Following
the closing, Subsidiary shall have the right to collect the
accounts receivables of the Company and to settle, compromise, sue
for collection, or take any action whatsoever with respect to the
receivables. Company shall cooperate with Subsidiary in notifying
customers as to any payment instructions or change of address
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