ASSIGNMENT AND CONTRIBUTION
AGREEMENT
This ASSIGNMENT AND CONTRIBUTION
AGREEMENT (“Agreement”) is made as of December 12,
2008, by and among Cheetah Consulting, Inc., a Florida corporation
(the “Company”), and Ice Conversions, Inc., a
California corporation ("ICE") (collectively the
“Parties”).
R E C I T A L S
A.
ICE, owns rights to certain ideas,
intellectual property rights, (the “Contributed IP”),
as described in the attached Exhibit A. ICE, owns the right
and title to certain assets and prototypes (the “Contributed
Assets”), as described in the attached Exhibit B.
ICE desires to contribute, transfer, license, and/or convey
to the Company all such Contributed Assets and Contributed IP on
the terms and subject to the conditions of this Agreement, with the
result that the Company will own and/or have the right to exploit
all of the Contributed Assets and Contributed IP.
B.
ICE shall receive in exchange for the
contribution of the Contributed IP, 3,000,000 shares (the
“Shares”) of the Company's authorized and unissued
Common Stock, which shall represent approximately forty percent
(40%) of the Company’s outstanding Common Stock, as follows:
2,250,000 immediately after the contribution, and
750,000 upon accumulation of 100 miles of
successful test driving the prototype trucks with the
hydrogen-powered drive train .
When issued, the common stock shall be duly authorized,
validly issued, fully paid, non-cancelable and non-assessable
shares of the common stock of the Company.
C.
ICE shall also receive in exchange for
the contribution of the Contributed Assets a cash payment of
$100,000.00, made payable on or before March 31, 2009
1.
Contribution of Contributed Assets
to the Company. ICE hereby finally and fully assigns
and contributes to the Company such rights and interests in the
Contributed Assets. ICE hereby agrees to execute and deliver,
at no charge to the Company other than reimbursement of reasonable
out-of-pocket costs, such other instruments and documents as the
Company may from time to time hereafter reasonably request to
further evidence the granting, transfer, assignment, license,
and/or conveyance to the Company of the Contributed Assets.
ICE acknowledges and agrees that the Contributed Assets are,
upon execution of this Agreement, property rights of the Company
and may be considered confidential and proprietary information of
the Company.
2.
Representations
and Warranties of ICE. ICE hereby represents and warrants for itself
that—
12/12/2008 2:26
PM
1
(a)
This Agreement has
been duly authorized, executed and delivered by ICE and constitutes
the legal, valid and binding obligations of ICE, enforceable in
accordance with its terms.
(b)
The consummation
of the assignment of the Contributed Assets contemplated by this
Agreement will not result in the breach of ICE's charter documents
or any agreement to which ICE is a party or by which ICE is
bound.
(c)
ICE has full power
to transfer the interests in the Contributed Assets to the Company
without obtaining the consent or approval of any other person,
entity or governmental authority.
(d)
ICE, as of immediately prior to the
execution of this Agreement, is the sole owner, beneficially and of
record, of any right or interest in the Contributed Assets,
including, but not limited to, all intellectual property rights,
free and clear of all liens, encumbrances, security agreements,
equities, options, claims, charges and restrictions, other than in
favor of the Company.
(e)
ICE is, and shall after the
contribution of the Contributed Assets be, able to pay its debts as
they come due in the ordinary course.
(f)
ICE is obtaining the Shares for its
own account and not with a view to the resale or distribution
there
