Exhibit 10.12





Exhibit 10.12




AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND
 ASSUMPTION OF OBLIGATIONS




This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations
(“Transfer and Assumption Agreement”) is made as of October 30, 2009, by Genesis Fluid
Solutions Holdings, Inc., a Delaware corporation (“Assignor”), and Cherry Tankers Holdings,
Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).



WHEREAS, Assignor and its predecessor (Cherry Tankers Inc.) was engaged in the business of
manufacturing, marketing and distributing orthopedic shoes based on licensed patented technology,
as well as any and all other operations conducted by Assignor prior to the date hereof (the
“Former Business”); and



WHEREAS, Assignor desires to convey, transfer and assign to Assignee, and Assignee desires to
acquire from Assignor, all of the assets of Assignor relating to the operation of the Former
Business, and in connection therewith, Assignee has agreed to assume all of the liabilities of
Assignor relating to the Former Business, on the terms and conditions set forth herein.



NOW THEREFORE, in consideration of the mutual promises and agreements contained herein, the
parties hereto, intending to be legally bound hereby, agree as follows:




Section 1. Assignment.



1.1. Assignment of Assets. For good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged by Assignor, Assignor does hereby assign, grant, bargain,
sell, convey, transfer and deliver to Assignee, and its successors and assigns, all of Assignor’s
right, title and interest in, to and under the assets, properties and business, of every kind and
description, wherever located, real, personal or mixed, tangible or intangible, owned, held or used
in the conduct of the Former Business (the “Assets”), including, but not limited to, the
Assets listed on Exhibit A hereto, and identified in part by reference to Assignor’s
predecessor’s balance sheet as of September 30, 2009, filed with the Securities and Exchange
Commission as part of Assignor’s predecessor’s quarterly report on Form 10-Q on October 13, 2009
(the “Balance Sheet”). Notwithstanding anything to the contrary contained herein, the term
Assets shall not include either the assets of or the business conducted by Genesis Fluid Solutions,
Ltd., a Colorado corporation.



1.2 Further Assurances. Assignor shall from time to time after the date hereof at the
request of Assignee and without further consideration execute and deliver to Assignee such
additional instruments of transfer and assignment, including without limitation any bills of sale,
assignments of leases, deeds, and other recordable instruments of assignment, transfer and
conveyance, in addition to this Transfer and Assumption Agreement, as Assignee shall reasonably
request to evidence more fully the assignment by Assignor to Assignee of the Assets.


 


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Section 2. Assumption.



2.1 Assumed Liabilities. As of the date hereof, Assignee hereby assumes and agrees to
pay, perform and discharge, fully and completely, all liabilities, commitments, contracts,
agreements, obligations or other claims against Assignor, whether known or unknown, asserted or
unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to
become due, and whether contractual, statutory, or otherwise associated with the Former Business
whenever arising (the “Liabilities”), including, but not limited to, the Liabilities listed
on Exhibit B, and identified in part by reference to the Balance Sheet.



2.2 Further Assurances. Assignee shall from time to time after the date hereof at the
request of Assignor and without further consideration execute and deliver to Assignor such
additional instruments of assumption in addition to this Transfer and Assumption Agreement as
Assignor shall reasonably request to evidence more fully the assumption by Assignee of the
Liabilities.



Section 3. Headings. The descriptive headings contained in this Transfer and
Assumption Agreement are for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Transfer and Assumption Agreement.



Section 4. Governing Law. This Transfer and Assumption Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed entirely within that state, except that any conveyances of
leaseholds and real property made herein shall be governed by the laws of the respective
jurisdictions in which such property is located.



[The remainder of this page is blank intentionally.]




 


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[SIGNATURE PAGE TO TRANSFER AND ASSUMPTION AGREEMENT]




IN WITNESS WHEREOF, this Transfer and Assumption Agreement has been duly executed and
delivered by the parties hereto as of the date first above written.



	 	 	 	 	 
	 	GENESIS FLUID SOLUTIONS HOLDINGS, INC.

 	 
	 	By:  	/s/ Michael Hodges
 	 
	 	 	Name:  	Michael Hodges 	 
	 	 	Title:  	President 	 
	 
	 	CHERRY TANKERS HOLDINGS, INC.

 	 
	 	By:  	/s/ Reuven Gepstein
 	 
	 	 	Name:  	Reuven Gepstein 	 
	 	 	Title:  	President 	 



 


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Exhibit A





(a) All of the equipment, computers, servers, hardware, appliances, implements, and all other
tangible personal property that are owned by Assignor and have been used in the conduct of the
Former Business;




(b) all inventory associated with the Former Business;



(c) all real property and real property leases to which Assignor is a party, and which affect
the Former Business or the Assets;



(d) all contracts to which Assignor is a party, or which affect the Former Business or the
Assets, including leases of personal property;



(e) all rights, claims and causes of action against third parties resulting from or relating
to the operation of the Former Business or the Assets, including without limitation, any rights,
claims and causes of action arising under warranties from vendors and other third parties;



(f) all governmental licenses, permits, authorizations, consents or approvals affecting or
relating to the Former Business or the Assets;



(g) all accounts receivable, notes receivable, prepaid expenses and insurance and indemnity
claims to the extent related to any of the Assets or the Former Business;




(h) all goodwill associated with the Assets and the Former Business;



(i) all business records, regardless of the medium of storage, relating to the Assets and/or
the Former Business, including without limitation, all schematics, drawings, customer data,
subscriber lists, statistics, promotional graphics, original art work, mats, plates, negatives,
accounting and financial information concerning the Assets or Former Business;



(j) all internet domain names and URLs of the Former Business, software, inventions, art
works, patents, patent applications, processes, shop rights, formulas, brand names, trade secrets,
know-how, service marks, trade names, trademarks, trademark applications, copyrights, source and
object codes, customer lists, drawings, ideas, algorithms, processes, computer software programs or
applications (in code and object code form), tangible or intangible proprietary information and any
other intellectual property and similar items and related rights owned by or licensed to Assignor
used in the Former Business, together with any goodwill associated therewith and all rights of
action on account of past, present and future unauthorized use or infringement thereof; and



(k) all other privileges, rights, interests, properties and assets of whatever nature and
wherever located that are owned, used or intended for use in connection with, or that are necessary
to the continued conduct of, the Former Business as presently conducted or planned to be conducted.


 


 









 





Exhibit B





(a) All liabilities in respect of indebtedness of Assignor related to the Former Business;



(b) product liability and warranty claims relating to any product or service of Assignor
associated with the Former Business;



(c) taxes, duties, levies, assessments and other such charges, including any penalties,
interests and fines with respect thereto, payable by Assignor to any federal, provincial, municipal
or other government, domestic or foreign, incurred in the conduct of the Former Business;



(d) liabilities for salary, bonus, vacation pay, severance payments damages for wrongful
dismissal, or other compensation or benefits relating to Assignor’s employees employed in the
conduct of the Former Business; and



(e) any liability or claim for liability (whether in contract, in tort or otherwise, and
whether or not successful) related to any lawsuit or threatened lawsuit or claim (including any
claim for breach or non-performance of any contract) based upon actions, omissions or events
relating to the Former Business.