ASSETPURCHASE AGREEMENT

 

 

This Asset Purchase Agreement ("Agreement"), effective as of March 1, 2009, is by and among:

 

EMTA Holdings, Inc., a Nevada corporation ("EMTA"), and its wholly owned subsidiary Lumea, Inc., a Nevada corporation ("Lumea"),

 

and

 

Easy Staffing Services, Inc., a Delaware corporation ("Easy"), and its wholly-owned subsidiaries ESSI, Inc., a Delaware corporation ("ESSI"), and Easy Staffing Solutions, Inc., an Illinois corporation f/k/a Burton Placement Services, Inc. ("Burton") (collectively the "Sellers").

 

 

EMTA develops and manufactures innovative products to conserve energy, particularly for petroleum-based fuels. The company's engine and fuel additives are marketed under the brands XenTxTM , SynergynTM and CleanBoostTM brands, and are sold both to commercial and retail customers.

 

Easy, ESSI and Burton are full service employment agencies, offering temporary labor staffing, direct placement, employee leasing, and payroll services in many states across the country.

 

Lumea and Easy are parties to a Letter of Intent dated October 17, 2008 (the "LOI"). Pursuant to the LOI, Lumea and the Sellers established the material commercial teens regarding the Sellers' transfer of their outstanding shares of common stock of Easy to Lumea in exchange for shares of common stock of ETMA (the "Original Transaction"). The parties have elected to modify the commercial terms of the Original Transaction so that Lumea will acquire certain assets and assume certain liabilities of each of the Sellers in exchange for shares of EMTA and a promissory note. This Agreement will memorialize the definitive agreement among the parties as it relates to the modified transaction.

 

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein, the parties agree and reaffirm as follows:

 

 

1.1             Letter of Intent.  Upon execution of this Agreement, the LOI will be deemed terminated and of no further force or effect. To the extent there exists a conflict of terms or provisions in the LOI and this Agreement, the terms and provisions of this Agreement will control.

 

1.2             Purchase and Sale of Assets.  On and subject to the terms and conditions of this Agreement, Lumea agrees to purchase from the Sellers, and the Sellers agree to sell, transfer, convey, and deliver to Lumea, all of the Acquired Assets at the Closing for the consideration specified below in this Section 1, where "Acquired Assets" means all of the right, title, and interest that the Sellers possess and have the right to transfer in and to all of their assets, including all of their:

 

(i)             intellectual property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions;

 

 

(iii)            agreements, contracts, indentures, mortgages, instruments, security interests, guaranties, other similar arrangements, and rights thereunder;

 

(iv)            accounts, notes, and other receivables;

 

(v)             tangible personal property (such as inventory, equipment, supplies, and furniture);

 

(vi)            claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment (including any such item relating to the payment of taxes);

 

(vii)           franchises, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from governments and governmental agencies to the extent assignable or transferable;

 

(viii)          books, records, ledgers, files, documents, correspondence, lists, plats, architectural plans, drawings, and specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials; and

 

(ix)            subject to part (B) below, cash;

 

provided, however, that the Acquired Assets shall not include (A) the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of the Sellers as corporations, (B) cash in an amount equal to the accrued but unpaid liabilities of the Sellers in excess of the Assumed Liabilities and the liabilities identified in the Promissory Note, or (C) any of the rights of the Sellers under this Agreement (or under any side agreement between the Sellers on the one hand and EMTA or Lumea on the other hand entered into on or after the date of this Agreement).

 

1.3           Assumption of Liabilities.  On and subject to the terms and conditions of this Agreement, at the Closing Lumea agrees to assume and become responsible for all of the liabilities of the Sellers set forth on Annex A in the aggregate amount of approximately Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) (the "Assumed Liabilities"). The parties will perform a post-closing internal audit of the Assumed Liabilities. Lumea hereby agrees to assume the Assumed Liabilities up to a gross amount of $2,500,000. No amount in excess of $2,500,000 will be deemed part of the Assumed Liabilities and the parties will agree to revise Annex A to allocate the total amount assumed. If the internal audit amount is $2,000,000 or less, the difference between $2,000,000 and the actual internal audited amount will be added to the principal amount of the Promissory Note (defined in Section 1.4(i0 below). Lumea will not assume or have any responsibility, however, with respect to any other obligation or liability of the Sellers not included within the definition of Assumed Liabilities.

 

1.4           Purchase Price.  As consideration for the sale of the Acquired Assets to Lumea, Lumea agrees to pay to Easy at the Closing

 

(i)             an aggregate of Fifteen Million Five Hundred Thousand (15,000,000) shares of common stock of EMTA (the "EMTA Shares"), and

 

(ii)            a promissory note in the aggregate principal amount of Eight Million Seven Hundred-Fifty Thousand Dollars ($8,750,000), in the form set forth on Annex B (the "Promissory Note"), subject to adjustment pursuant to Section 1.3 above.

 

Each of ESSI and Burton hereby acknowledge that consideration attributable to the Acquired Assets of ESS1 and Burton will be remitted to Easy.

 

1.5            Closing.  The closing of the transactions contemplated by this Agreement (the "Closing") will take place at the offices of Easy Staffing Services, Inc. at 10:00 a.m. on the third business day following the satisfaction or waiver of each of the closing conditions set forth in Article V (the "Closing Date"), other than those conditions that can only be satisfied on or as of the Closing Date, which must be satisfied or waived at or as of the Closing of this Agreement.

 

1.6            Allocation.  The Parties agree to allocate the purchase price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Annex C.

 

 

Each of the Sellers severally represents and warrants to Lumea that the statements contained in this Article II are complete and correct as of the date of this Agreement except as set forth in the disclosure schedule delivered by Sellers to Lumea with this Agreement (the "Disclosure Schedule") where the sections below permit a disclosure:

 

2.1            Organization.  Each Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and authorized as a foreign corporation to do business in the states where it is doing business and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted in those jurisdictions, except where failure to be so qualified would not have a material adverse effect on the business, assets or financial condition of the relevant Seller taken as a whole ("Material Adverse Effect").

 

2.2            Authority.  Each Seller has all the requisite power, authority and legal capacity to execute and deliver this Agreement, and each other agreement, document, or instrument or certificate contemplated by the Agreement or to be executed by the relevant Seller in connection with the consummation of the transactions contemplated by this Agreement (together with this Agreement, the "Seller Documents"), and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by the Sellers and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, valid and binding obligations of the Sellers, enforceable against each in accordance with their respective obligations and terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

 

2.3            Ownership of Subsidiaries.  Easy owns all of the shares of ESSI and Burton free and clear of any and all liens, charges or encumbrances. Listed on Schedule 2.3 is the list of all aliases, doing business as (dba's), trademarks, and servicemark names Sellers own.

 

2.4            No Conflicts or Consents.  Except as set forth on Schedule 2.4, execution and delivery by the Sellers of this Agreement and the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Sellers with any of the provisions hereof or thereof will not (i) conflict with, violate, result in the breach or termination of, or constitute a default under any note, bond, mortgage, indenture, insurance policy, license, agreement or other instrument or obligation to which any Seller is a party or by which Sellers or any of the Acquired Assets are bound; (ii) violate any statute, rule, regulation, order or decree of any governmental body or authority by which the Sellers are bound; or (iii) result in the creation of any lien upon the Acquired Assets except, in case of clauses (ii) and (iii) for such violations, breaches or defaults as would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth on Schedule 2.4, no consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or governmental body is required on the part of the Sellers in connection with the execution and delivery of this Agreement or the Seller Documents, or the compliance by the Sellers as the case may be, with any of the provisions hereof or thereof.

 

2.5            Title to Assets.  Except as set forth on Schedule 2.5, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Sellers have (or will have, at Closing) good and marketable title to the Acquired Assets, free and clear of all liens of any nature whatsoever, except (i) statutory liens securing payments not yet due (or being conducted in good faith and for which adequate reserves have been established), (ii) liens for personal property taxes not yet due and payable, (iii) such imperfections or irregularities of title or liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations. The Sellers do not own any real property. The Acquired Assets include all of the assets and properties held for use by the Sellers necessary to conduct their business as presently conducted. All of Sellers' tangible assets are in good repair, have been well maintained and are in good operating condition, do not require any material modifications or repairs, and comply in all material respects with applicable laws, ordinances and regulations, ordinary wear and tear excepted.

 

2.6            Financial Statements.  An unaudited and consolidated income statement of Sellers for the year ended December 31, 2008, and an unaudited and consolidated balance sheet of Sellers as of December 31, 2008, are attached hereto on Annex D, (collectively, the "Seller Financial Statements"). The Seller Financial Statements were not prepared in accordance with GAAP, but fairly present the financial condition and results of operations of the Sellers as of the respective dates thereof and for the periods covered thereby. The balance sheet contained in the Seller Financial Statements fairly reflects all liabilities of the Sellers of the types normally reflected in a balance sheet as of the date thereon. The Sellers have elected to eliminate the footnotes that would normally accompany a full set of financial statements.

 

2.7            Tax Matters.

 

(i)            Except for tax returns for the fiscal year ended December 31, 2008 (which returns are not yet due), and except as set forth on Schedule 2.7 of the Disclosure Schedules: (A) all tax returns required to be filed by or on behalf of the Sellers have been properly prepared and duly and timely filed with the appropriate taxing authorities in all jurisdictions in which such tax returns are required to be filed (after giving effect to any valid extensions of time in which to make such filings), and all such tax returns were true, complete and correct in all material respects; (B) all taxes payable by or on behalf of the Sellers or in respect of their income, assets or operations have been fully and timely paid, and adequate reserves or accruals for taxes have been provided with respect to any period for which tax returns have not yet been filed or for which taxes are not yet due and owing; and (C) the Sellers have not executed or filed with the Internal Revenue Service (the "IRS") or any other taxing authority any agreement, waiver or other document or arrangement extending or having the effect of extending the period for assessment or collection of taxes (including, but not limited to, any applicable statute of limitation), and no power of attorney with respect to any tax matter is currently in force except for the Sellers' tax counsel. "Tax or taxes" means all federal, state, local, income taxes or similar governmental charges, fees, levies or assessments.

 

(ii)           Except as set forth on Schedule 2.7, each of the Sellers has withheld and paid all taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.

 

2.8            Litigation.  Except as set forth on Schedule 2.8, there is no suit, action, proceeding, investigation, claim or order pending or, to the knowledge of the Sellers, overtly threatened against the Sellers (or to the knowledge of the Sellers) pending or threatened, against any of the officers, directors or key employees of the Sellers with respect to their business activities on behalf of the Sellers, or to which the Sellers are otherwise a party, which, if adversely determined, would have a Material Adverse Effect, before any court, or before any governmental department, commission, board, agency, or instrumentality; nor to the knowledge of the Sellers is there any reasonable basis for any such action, proceeding, or investigation except as identified and detailed in a schedule provided by the Sellers.

 

2.9           Compliance with Laws.   Except as set forth on Schedule 2.9, the Sellers are in compliance with all federal, state and local statutes, laws, rules, regulations, orders and ordinances applicable to them or to the conduct of their business or operations or the use of their properties (including any leased properties) and assets, except for such non-compliances as would not, individually or in the aggregate, have a Material Adverse Effect.

 

 2.10          Accuracy of Statements.  No representation or warranty of the Sellers contained in this Agreement or in any Annex or schedule hereto or in any certificate or other instrument furnished by the Sellers pursuant to the terms hereof, taken as a whole, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading.

 

2.11         Trademarks; Software; Patents; Copyrights; and Know-How.  To the best of Sellers' knowledge, the Sellers possess, license or otherwise have the right to use all trademarks, software, patents, copyrights, trade secrets and proprietary know-how ("Intangible Assets") necessary for the conduct of their operations as conducted on the date hereof. To the best knowledge of Sellers, none of the Intangible Assets is currently being challenged, is involved in any pending or threatened administrative or judicial proceeding, or conflicts in any respect material to Sellers with any rights of any other person. To the knowledge of Sellers, none of the Sellers' operations involves any infringement of any proprietary right of any person.

 

2.12          Contracts.  True and complete copies of all written contracts and other written agreements to which any of the Sellers is a party have been made available for review, or will be made available for review upon Lumea's request prior to Closing.

 

2.13          Employee Plans.  Sellers have "employee benefit plans" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and other benefit arrangement provided by Sellers with respect to employees, ("Employee Benefit Plans"). The Sellers are in material compliance with such laws as govern ERISA and other benefit plans and have filed all applicable filings or caused such filings to be made on behalf of the Sellers. The Sellers are not aware of any notices, orders, or other limitations from any regulatory body in conjunction with these plans.

 

2.14         Property and Casualty Insurance.  Each Seller has property and casualty liability coverage on all assets of the relevant Seller. There are no pending claims thereunder of more than $5,000 of all insurance policies or fidelity bonds in force on the date hereof with respect to and insuring the directors, officers, employees, assets, properties or operations of the Sellers. All such policies and fidelity bonds are in full force and effect. True and complete copies of all such insurance policies and fidelity bonds have been made available to Lumea for review, or will be made available for review upon Lumea's request prior to Closing, together with a summary description including the premiums currently paid thereon, type of policy, name of insured, the insurer, expiration date, the hazards insured against and the dollar amount of coverage per occurrence and in the aggregate and deductibles. Except for claims set forth in Schedule 2.14 there are no outstanding unpaid claims under any of such policies or bonds, and the Sellers have received no notice of cancellation or non-renewal thereof.

 

 

 

3.1            Organization.   EMTA and Lumea are corporations duly organized, validly existing and in good standing under the laws of the jurisdiction of their incorporations and authorized as foreign corporations to do business in the states where they are doing business and have all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted in those jurisdictions, except where failure to be so qualified would not have a Material Adverse Effect.

 

3.2            EMTA Capital Stock.  The authorized capital stock of EMTA consists exclusively of 250,000,000 shares of common stock, par value $0.001, and 1,000,000 shares of undesignated preferred stock, and as of February 14, 2009, there were 73,816,103 shares of common stock outstanding. No shares of any class are held in treasury. All of the issued and outstanding shares of EMTA have been validly issued, are fully paid and nonassessable and are free of preemptive rights. As of the date of this Agreement, 15,293,354 shares of the common stock of EMTA are reserved for issuance pursuant to the exercise of stock options granted and outstanding under the stock option plan designated the 2007 Stock Option Plan.

 

3.3            Authority.  Each of EMTA and Lumea has all the requisite power, authority and legal capacity to execute and deliver this Agreement, and each other agreement, document, or instrument or certificate contemplated by the Agreement or to be executed by EMTA and Lumea in connection with the consummation of the transactions contemplated by this Agreement (together with this Agreement, the "Purchaser Documents"), and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each of the Purchaser Documents will be at or prior to the Closing, duly and validly executed and delivered by EMTA and Lumea, as applicable, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Purchaser Documents when so executed and delivered will constitute, legal, valid and binding obligations of EMTA and Lumea, as applicable, enforceable against each in accordance with their respective obligations and terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

 

3.4              No Conflicts or Consents.   Execution and delivery by EMTA and Lumea of this Agreement and the Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by EMTA and Lumea with any of the provisions hereof or thereof will not (i) conflict with, violate, result in the breach or termination of, or constitute a default under any note, bond, mortgage, indenture, insurance policy, license, agreement or other instrument or obligation to which EMTA or Lumea is a party or by which EMTA or Lumea is bound; (ii) violate any statute, rule, regulation, order or decree of any governmental body or authority by which EMTA or Lumea is bound; or (iii) result in the creation of any lien upon the assets of EMTA or Lumea except, in case of clauses (ii) and (iii) for such violations, breaches or defaults as would not, individually or in the aggregate, have a Material Adverse Effect. No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or governmental body is required on the part of EMTA or Lumea in connection with the execution and delivery of this Agreement or the Purchaser Documents, or the compliance by EMTA or Lumea as the case may be, with any of the provisions hereof or thereof.

 

3.5            SEC Documents; Financial Statements; Liabilities.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6.3           Procedure for Indemnification.  The indemnified party shall notify the indemnifying party of the claim in writing, describing the claim, the amount thereof, and the basis therefor. The party from whom indemnification is sought shall respond to each such claim within 30 days of receipt of such notice. Failure to so respond within such time period shall constitute an admission of liability for the claim or claims to which the notice related. No action shall be taken pursuant to the provisions of this Agreement or otherwise by the party seeking indemnification until the later of (a) the expiration of the 30-day response period (unless reasonably necessary to protect the rights of the party seeking indemnification) or (b) 30 days following the termination of the 30-day response period if a response received within such 30-day period by the party seeking indemnification requested an opportunity to cure the matter giving rise to indemnification (and, in such event, the amount of such claim for indemnification shall be reduced to the extent so cured within such 30-day cure period). If such demand is based on a claim by a third party, the indemnifying party shall have the right to assume the entire control of the defense, compromise or settlement thereof, including at its own expense, employment of counsel satisfactory to the indemnified party, and, in connection therewith, the party claiming indemnification shall cooperate fully to make available to the defending party all pertinent information under its control. No claim for indemnification resulting from the breach or falsity or any of the representations or warranties set forth herein or in any certificate or other instrument delivered pursuant hereto shall be made after a date on which the claim period for such representation, warranty or agreement shall have expired under the provisions of Section 7.1 hereof.

 

6.4           Guarantee by EMTA.   EMTA hereby irrevocably and unconditionally guarantees the performance of Lumea pursuant to this Article VI.

 

 

7.1           Survival.  The respective representations, warranties, covenants, agreements and indemnification obligations of each of the parties to this Agreement shall survive the Closing Date and the consummation of the transactions contemplated by this Agreement for a period of one (1) year from and after the Closing Date.

 

7.2           Publicity and Non-Disclosure.  Prior to the Closing, neither party shall issue any press release or other announcement or otherwise solicit publicity with respect to this Agreement or the transactions contemplated hereby without the consent of the other party hereto, except with respect to the obligations of EMTA to make such disclosures and public announcements as are required by applicable law.

 

7.3            Assignment; Delegation.  No party may assign any of its rights under this Agreement, or delegate any performance under this Agreement, in whole or in part, whether they are voluntary, involuntary, by merger, consolidation, dissolution, operation of law, or any other manner, except with the prior written consent of the other party, which consent may be withheld for any reason or no reason. For purpose of this Section: (i) a change of control or a change of ownership is deemed an assignment of rights; and (ii) "merger" refers to any merger in which a party participates, regardless of whether it is the surviving or disappearing corporation. Any purported assignment of rights or delegation of performance in violation of this Section is null and void.

 

7.4            Successors and Assigns.  This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors, heirs, representatives and assigns, as the case may be; provided, however, that no party shall assign or delegate this Agreement or any of the rights or obligations created hereunder without the prior written consent of the other party. This Agreement shall not confer upon any person not a party to this Agreement, or the legal representative of such person any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement.

 

7.5             Expenses.   Except as otherwise expressly provided in this Agreement, the parties hereto shall bear their respective expenses incurred in connection with the preparation, execution and performance of this Agreement and the transactions contemplated hereby, including, without limitation, all fees and expenses of agents, representatives, counsel and accountants.

 

7.6             Notices.  All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been given or made, if delivered personally or transmitted by telex, telecopy or telegram, on the date so delivered or transmitted, if sent by Federal Express or other reputable national overnight carrier, on the next business day after the date so sent, or if mailed by registered or certified mail (postage prepaid, return receipt requested), on the fifth business day after the date so mailed, to the parties at the following addresses.

 

(a)     if to Sellers, to:    Easy Staffing Services, Inc.

 

(b)     if to Lumea, to:    ESSI, Inc.

 

or to such other persons or at such other addresses as shall be furnished by any party by like notice to the other, and such notice or communication shall be deemed to have been given or made as of the date so delivered or transmitted, on the next business day after the date so sent by overnight courier or on the fifth business day after the date so mailed.

 

7.7            Entire Agreement.  This Agreement, together with the Annexes and Exhibits attached hereto, represents the entire agreement and understanding of the parties hereto with reference to the transactions set forth herein, and no representations, warranties or covenants have been made in connection with this Agreement, either express or implied, other than those expressly set forth herein, in the Annexes or in the certificates, agreements and other documents delivered in connection with the transactions contemplated hereby. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between the parties relating to the subject matter of this Agreement and all prior drafts of this Agreement, all of which are merged into this Agreement.

 

7.8            Third Parties.  No term or provision of this Agreement is for the benefit of any person who is not a party hereto, and no such party will have any right or cause of action hereunder.

 

 

 

7.11            Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

 

7.12            Facsimile and Electronic Signatures.  Signatures received via facsimile or other electronic means, including in a digitally produced format (.tif, .pdf, .doc, .gif., etc.), will be deemed originals, unless otherwise expressly set forth in a clear and conspicuous manner elsewhere on the page or file that contains the facsimile or electronic signature.

 

7.13            Enforcement Costs.   If either party institutes an action or proceeding to enforce any rights arising under this Agreement, the party prevailing in such action or proceeding will be paid all reasonable attorneys' fees and costs to enforce such rights by the other party, such fees and costs to be set by the court, not by a jury, and to be included in the judgment entered in such proceeding.

 

7.14            Governing Law.  This Agreement is made in and shall be governed by and construed in accordance with the laws of the State of Arizona without giving effect to the principles of conflicts of law thereof.

 

7.15            Annexes, Exhibits and Schedules.  The Annexes, Exhibits and Schedules attached hereto are a part of this Agreement as if fully set forth herein. All references herein to Sections, Clauses, Annexes, Exhibits and Schedules shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. Any description or disclosure set forth in any attachment hereto shall be deemed incorporated in all other attachments hereto to the extent applicable.

 

IN WITNESS WHEREOF, Sellers, Lumea and EMTA have caused this Agreement to be duly executed as of the 10th day of March 2009.