UC HUB GROUP INC.
AGREEMENT: ASSET ACQUISITION OF INTERNATIONAL WASTEWATER SYSTEMS AND ALL IP:
----------------------------------------------------------------------------
This document completes our discussions pursuant to which UC HUB GROUP
INC.(the "Company"), will acquire the assets, as listed in Attachment A
("Assets"), of International Wastewater Systems at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇ ("IWS"), for One Million Five Hundred Shares upon signing the formal
agreements and an additional equal amount (One Million Five Hundred Thousand R
144 shares) upon hitting sales benchmarks to be agreed upon by ▇▇▇▇▇ ▇▇▇▇▇▇ and
▇▇▇▇▇▇ ▇▇▇▇▇. Notwithstanding this, in the event, the IWS subsidiary, after
acquisition, is sold or made available in some new corporate form, the
additional One Million Five Hundred thousand Shares, will be deemed earned by
the original owners of IWS.
The following are the material terms of the acquisition:
1. ACQUISITION. Acquisition, a Wastewater System with software and
licenses and related Intellectual Properties organized and in business for the
past years, shall be acquired with the Assets of "IWS" . "IWS" will become a
subsidiary of the parent company, UC Hub, Group Inc. In addition the operating
liabilities of past and during transition will not be part of any deal or
liability to UC Hub and IWS hereby represents that they do not and will not have
a negative burn or loss during this transition as the full intent of this
acquisition is to remain and build a positive balance sheet.
2. ASSET PURCHASE AGREEMENT. A detailed Asset Purchase Agreement (the
"Agreement") will be prepared by our counsel which will contain the terms set
forth herein and other mutually acceptable and customary provisions including,
but not limited to representations and warranties of each party to the other,
undertakings of "IWS" as to the conduct of its business prior to the
acquisition, conditions precedent to the acquisition, and required opinions of
counsel for each party. The Agreement will be executed on the Closing Date, as
defined in Section 6 hereof.
3. REPRESENTATIONS AND WARRANTIES. The Agreement contains customary
detailed representations and warranties by each party including representations
and warranties by "IWS" with respect to its business, validity of its patents
and other intellectual property and financial condition if applicable. The
representations and warranties of the parties herein and in the Agreement shall
survive the consummation of the acquisition and will continue to be enforceable
against the parties by whom they were made for a customary period, subject to
the limitations contained in the Agreement.
4. EMPLOYMENT AGREEMENTS. At the Closing of the said Acquisition,
staff will be hired and paid in cash and or stock per a negotiation in good
faith and terms to follow. The said parties may enter into employment or
consulting agreements the terms of which will be completed and agreed to by
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, and the Board of Directors.
5. DUE DILIGENCE. During business hours and on reasonable prior
notice, "IWS" shall make available for inspection to the Company and to UC Hub,
their auditors, their counsel and their other representatives (the
"Representatives") all of the "IWS" books, and records, and shall otherwise
afford reasonable access to all documentation and other information concerning
"IWS" business, financial condition, legal matters and future prospects for the
purpose of conducting a due diligence investigation thereof. "IWS", its officers
and its employees shall co-operate with the Company and its representatives in
the due diligence investigation.
6. CLOSING DATE. The transaction shall be closed not later than
September 27, 2006.
7. CONFIDENTIALITY. Neither party shall make any public disclosure
concerning the acquisition, except with the consent of the other, which shall
not be unreasonably withheld, or as may be required by law.
8. EXCLUSIVITY.
No Solicitation. Without limitation of "IWS" obligations under this
-----------------
letter of intent, "IWS" agrees that neither it nor any of its subsidiaries nor
any of the officers and directors of it or its subsidiaries shall, and that it
shall use its reasonable best efforts to cause its and its subsidiaries'
employees, agents and representatives (including any investment banker, attorney
or accountant retained by it or any of its subsidiaries) not to, directly or
indirectly, initiate, solicit, encourage or knowingly facilitate (including by
way of furnishing information) any inquiries or the making of any proposal or
offer with respect to a merger, reorganization, share exchange, sale of all or
substantially all of "IWS" assets or capital stock, or similar transaction (any
an "Acquisition") regardless of whether stockholder approval is required.
9. CONDITIONS OF CLOSING. The obligations of the parties to close the
proposed acquisition are subject to satisfaction of a number of material
conditions, including but not limited to, the following:
a. Execution of the Agreement;
b. No material adverse change in the financial condition,
business, management, or future prospects of IWS;
c. Satisfactory completion of due diligence.
10. COUNTERPART EXECUTION. This Agreement may be executed by the
parties in counterparts, all of which shall constitute one and the same
original.
Accepted and agreed to this 27th day of September, 2006.
For IWS:
By
-------------------- -------------------
CEO Owner
For Company:
By:
-------------------
CEO