AGREEMENT
THIS AGREEMENT, made this 18th day of September, 1996, by and between Expedition Trading Company, L.C., a Utah Limited Liability Company (hereinafter referred to for convenience as "Expedition") and Coyote Sports, Inc., a Nevada corporation (hereinafter referred to for convenience as "Coyote",
Because Expedition has produced, developed and acquired certain assets in the operation of its business, including but not limited to Patents, Copyrights, Trademarks, Trade names, Trade Secrets and other Proprietary Information, Art, Drawings, Product Specifications, Sketches, Graphics, Decals, Screen Printing Materials, Heat Transfer Processes and Materials, Research and Development Materials, Customer Lists, Credit Files, Vendor Lists, Order Book, Purchase Orders, and the like, and
Because Expedition is currently unable to itself capitalize its business adequately to fill its current orders for its products, and
Because Coyote is in a position to provide appropriate capitalization, management, and business expertise to an entity to be formed which can fill Expedition's orders, and in fact has an interest in a company which sells graphite shafts (Apollo) which are suitable for use in manufacturing ski poles, and is willing to facilitate an arrangement between Apollo and the entity to be formed for the provision of graphite shafts and the manufacture of ski poles for the entity to be formed, on a fair and fully disclosed basis and with the consent of Expedition, but only on certain terms and conditions and in the form and manner herein below provided for,
Now therefore, the parties agree as follows:
1. Agreement to convey certain assets to an entity to be formed. Expedition will immediately upon execution of this instrument, convey all of the assets listed in Exhibit A hereto, which is incorporated herein by this reference, to a Limited Liability Company formed pursuant to the laws of the State of Colorado (hereinafter referred to as "ICE*USA" for convenience) partly as its capital contribution to such entity, and partly in consideration of a royalty on ICE*USA's sales, said Royalty Agreement being attached hereto as Exhibit B. Coyote will, as its capital contribution to such entity, arrange for and guaranty appropriate credit facilities for ICE-USA to finance its current orders, and attempt to arrange, manage and maintain, using its best efforts, such other credit facilities as may be reasonably necessary and reasonably available from time to time thereafter for a period of six and 1/4 (6-1/4) years from and after the date hereof.
2. Ownership interests in ICE*USA. ICE*USA shall be formed in substantial conformity with the Articles of Organization and Operating Agreement which are attached hereto as Exhibits C and D respectively, with the Membership Interests in ICE*USA being owned 20% by Expedition and 80% by Coyote. Coyote, or its designee, shall be the Manager of ICE*USA, and shall conduct all of its business and affairs.
3. Warranties and Representations of Expedition:
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