EXHIBIT 10.7
AGREEMENT
FOR THE ASSUMPTION OF WARRANTS OBLIGATIONS
THIS AGREEMENT FOR THE ASSUMPTION OF WARRANTS OBLIGATIONS ("Agreement") is made
as of January 14, 2002, by and between Thinka Weight Loss Corporation, a Nevada
corporation ("Assuming Party"), and Six Forty-Nine Incorporated, a Nevada
corporation ("Six Forty-Nine").
RECITALS
A. Six Forty-Nine has a granted to various persons and entities as per
the attached Schedule "A", certain Warrants of Six Forty-Nine ("Warrants").
B. The Assuming Party and Six Forty-Nine, and each of them, desire that
Assuming Party assume and be obligated by the obligations of Six Forty-Nine
relating to the Warrants, on the terms and subject to the conditions
specified in this Agreement.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND
UNDERTAKINGS SPECIFIED IN THIS AGREEMENT AND FOR GOOD AND OTHER VALUABLE
CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY
ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED LEGALLY AND EQUITABLY, THE
PARTIES TO THIS AGREEMENT HEREBY AGREE AS FOLLOWS:
1. Recitals. The above recitals are true and correct and are incorporated into
---------
this Agreement.
2. Assumption. On the terms and subject to the conditions specified in this
-----------
Agreement, the Assuming Party hereby assumes all the obligations of Six
Forty-Nine pursuant and relating to the Warrants. In that regard, the
Assuming Party shall perform all covenants, stipulations, agreements, and
obligations pursuant to the Warrants.
3. Warranties and Covenants. Six Forty-Nine warrants and covenants that as of
-------------------------
the date of Six Forty-Nine execution of this Agreement (a) the Warrants are
in full force and effect without modification of any kind and constitute
the valid, binding, and enforceable obligations of Six Forty-Nine; (b) Six
Forty-Nine has the power and capacity to enter into, perform, and deliver
this Agreement; and (c) the execution of this Agreement Six Forty-Nine has
been duly authorized by all necessary action of Six Forty-Nine. The
Assuming Party shall defend by Six Forty-Nine against the lawful claims and
demands of all holders of the Warrants. The Assuming Party warrants and
covenants that it has the power and capacity to enter into, perform, and
deliver this Agreement; and that the execution of this Agreement by the
Assuming Party has been duly authorized by all necessary action of the
Assuming Party.
4. No Change Of Warrants. Notwithstanding any other provisions of this
-------------------------
Agreement to the contrary, nothing contained in this Agreement shall in any
way supersede, modify, replace, amend, change, rescind, waive, exceed,
expand, enlarge or in any way affect the Warrants. This Agreement is
intended only to effect the assumption of the Warrants and shall be
governed entirely in accordance with the terms and conditions of the
agreements creating and evidencing the Warrants.
1
5. Further Assurances. Each party, at any time and from time to time, at the
--------------------
other party's request, shall execute, acknowledge, and deliver any and all
instruments and take any and all action that may be necessary or proper to
carry out, perform, and effectuate the intents and purposes of the
provisions of this Agreement. In the case of refusal or failure to do so by
any party, the other parties, and each of them, shall have the power and
authority, as attorney-in-fact for the party so refusing or failing, to
execute, acknowledge, and deliver such instrument.
6. Time of the Essence. Time is, and at all times hereafter shall be, of the
--------------------
essence in satisfying the terms, conditions and provisions of this
Agreement.
7. Captions and Interpretations. Captions of the paragraphs of this Agreement
-----------------------------
are for convenience and reference only, and the works specified therein
shall in no way be held to explain, modify, amplify or aid in the
interpretation, construction, or meaning of the provisions of this
Agreement. The language in all parts to this Agreement, in all cases, shall
be construed in accordance with the fair meaning of that language as if
prepared by all parties and not strictly for or against any party. Each
party and counsel for such party have reviewed this Agreement. The rule of
construction, which requires a court to resolve any ambiguities against the
drafting party, shall not apply in interpreting the provisions of this
Agreement.
8. Choice of Law and Consent to Jurisdiction. This Agreement shall be deemed
-------------------------------------------
to have been entered into in the State of Nevada. All questions concerning
the validity, interpretation, or performance of any of the terms,
conditions and provisions of this Agreement or of any of the rights or
obligations of the parties shall be governed by, and resolved in accordance
with, the laws of the State of Nevada without regard to conflicts of law
principles.
9. Severability. In the event any part of this Agreement, for any reason, is
-------------
determined by a court of competent jurisdiction to be invalid, such
determination shall not affect the validity of any remaining portion of
this Agreement, which remaining portion shall remain in full force and
effect as if this Agreement had been executed with the invalid portion
thereof eliminated. It is hereby declared the intention of the parties that
they would have executed the remaining portion of this Agreement without
including any such part, parts, or portion, which, for any reason, may be
hereafter determined to be invalid.
10. Governmental Rules and Regulations. The transaction and relationship
--------------------------------------
contemplated by this Agreement are and shall remain subject to any and all
present and future orders, rules and regulations of any duly constituted
authority having jurisdiction of that transaction and that relationship.
11. Force Majeure. If any party is rendered unable, completely or partially, by
--------------
the occurrence of an event of "force majeure" (hereinafter defined) to
perform such party's obligations created by the provisions of this
Agreement, such party shall give to the other party prompt written notice
of the event of "force majeure" with reasonably complete particulars
concerning such event; thereupon, the obligations of the party giving such
notice, so far as those obligations are affected by the event of "force
2
majeure," shall be suspended during, but no longer than, the continuance of
the event of "force majeure." The party affected by such event of "force
majeure" shall use all reasonable diligence to resolve, eliminate and
terminate the event of "force majeure" as quickly as practicable. The
requirement that an event of "force majeure" shall be remedied with all
reasonable dispatch as hereinabove specified, shall not require the
settlement of strikes, lockouts or other labor difficulties by the party
involved, contrary to such party's wishes, and the resolution of any and
all such difficulties shall be handled entirely within the discretion of
the party concerned. The term "force majeure" as used herein shall be
defined as and mean any act of God, strike, civil disturbance, lockout or
other industrial disturbance, act of the public enemy, war, blockage,
public riot, earthquake, tornado, hurricane, lightning, fire, epidemics,
quarantine restrictions, public demonstration, storm, flood, explosion,
freight embargoes, governmental action, governmental delay, restraint or
inaction, unavailability of equipment, default of a party's subcontractors
or suppliers, and any other cause or event, whether of the kind enumerated
specifically herein, or otherwise, which is not reasonably within the
control of the party claiming such suspension.
12. Consent to Agreement. By executing this Agreement, each party, for itself,
---------------------
represents such party has read or caused to be read this Agreement in all
particulars, and consents to the rights, conditions, duties and
responsibilities imposed upon such party as specified in this Agreement.
Each party represents, warrants and covenants that such party executes and
delivers this Agreement of its own free will and with no threat, undue
influence, menace, coercion or duress, whether economic or physical.
Moreover, each party represents, warrants, and covenants that such party
executes this Agreement acting on such party's own independent judgment.
IN WITNESS WHEREOF, the parties have executed this Assignment and Assumption of
------------------
Warrants Obligations on the day and year first above written.
Thinka Weight Loss Corporation, Six Forty-Nine Incorporated,
a Nevada corporation a Nevada Corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------- -------------------------
Its: President Its: President
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
------------------------- -------------------------
Its: Secretary Its: Secretary
3
