Exhibit
10.1
ASSET TRANSFER, ASSIGNMENT AND
ASSUMPTION AGREEMENT
THIS ASSET
TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement) is made
and entered into this 31st day of December, 2010, by, between and
among, PROGRESSIVE TRAINING TRAINING, INC., a Delaware corporation
(“Assignor”) and FUTURA PICTURES, INC., a Delaware
corporation, (“Assignee”), with respect to the
following:
RECITALS
A. WHEREAS,
Assignor has decided to change its business from that of producing
and distributing workforce training videos to owning and operating
retail pharmacies.
B. WHEREAS,
to facilitate this change of business Assignor intends to transfer
all of its assets related exclusively to its workforce training
business (the “Business") to Assignee in exchange for
Assignee's assumption of all of the liabilities of the
Business;
C. WHEREAS,
the parties desire to set forth the terms of the transfer and
assumption herein.
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as
follows:
1. Transfer
Assignment and Assumption.
1.1
Transfer and Assignment of Assets . Assignor hereby
grants. conveys, assigns and transfers to Assignee all of its
right, title and interest in and to all of the Assets including,
but not limited to, the following:
1 .1
.1
Intellectual Property . All of those trademarks, trade
names, copyrights, service marks, licenses or patents listed in the
Schedule of Assets attached hereto and marked as Exhibit
“A” and incorporated heroin by referenced (the
"Assets");
1.1
.2
Personal Property . All of those items of furniture,
fixtures, all associated production equipment and other equipment,
computer equipment, hardware and other tangible personal property
listed on Exhibit “A”;
1.1.3
Program Agreement . All of the Assignor's right, title and
interest in and to those certain production and distribution
agreements and contracts (the "Agreements") also listed in Exhibit
“A”;
1.1.4
Equipment Leases . All of Assignor's right, title and
interest as lessee in and to those certain equipment leases for
leased equipment owned by Assignor listed on Exhibit
“A”;
1.1.5
Contracts Accounts Receivable and Inventory . Any contracts,
accounts receivable and inventory of Assignor relating exclusively
to the Business listed on attached hereto as Exhibit "A";
and,
1.1
.6
All Other Assets . All of the other assets of Assignor
described in Exhibit “A” whether or not specifically
referred to in any of the preceding paragraphs of this Section
1.
1
.2
Assumption of Liabilities . Assignee accepts the
grant, conveyance, assignment and transfer of the Assets as
provided in Section 1 .1 and in exchange for Assignor's transfer of
Assets, the Assignee agrees to irrevocably and unconditionally
assume all of the liabilities on the list attached as Exhibit
“B”
2.
No Further Conveyance Necessary . This Agreement shall
effectively assign, transfer and convey all of the interest in the
Assets from Assignor to Assignee without any further documents of
conveyance. Likewise, this Agreement shall fully
evidence the assumption of all of the Liabilities by Assignee
without any further instrument of conveyance or
assumption.
3.
Representations of Assignor. Assignor represents and
warrants as follows as of the date hereof:
3.1
Organization, etc . Assignor is a corporation duly
organized, validly existing and in good standing under the laws of
the State of Delaware and has the corporate powers necessary to own
its property and to carry on its business as now conducted and as
proposed to be conducted.
3.2.
Authorization . The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have
been duty and validly a
