EXHIBIT 10.1
ASSET PURCHASE AGREEMENT
THIS AGREEMENT made on the 2nd day of December, 2003
BETWEEN:
XXXXXX X. XXXXXXX, a businessman with an address at 00000 X. Xxxxxxxx
Xxxxxx, Xxxxx, XX 00000, and XXXXXX XXXXX, a businessman with an
address at 0000 Xxxx Xxxxxxx Xxxxxx, Xxxx, XX 00000;
(together the "Vendor")
AND:
OXFORD VENTURES, INC., a Nevada corporation, with an address at 0000
Xxxxxx Xx., Xxxxx Xxxxxxxxx, XX X0X 0X0;
(the "Purchaser")
AND:
XXXXXX X. XXXXXXX, a businessman with an address at 00000 X. Xxxxxxxx
Xxxxxx, Xxxxx, XX 00000, and XXXXXX XXXXX, a businessman with an
address at 0000 Xxxx Xxxxxxx Xxxxxx, Xxxx, XX 00000.
(together the "Covenantors")
BACKGROUND
A. The Vendor carries on the business of developing and marketing racecar
simulators.
B. The Vendor has agreed to sell, and the purchaser has agreed to purchase,
subject to certain exceptions listed in this Agreement, all the property, assets
and undertaking of the Vendor's Business, as a going concern, on the terms and
subject to the conditions provided in this Agreement.
C. The Covenantors are principal shareholders of the Vendor, and have become
party to this Agreement for the purpose of jointly and severally covenanting
with the Vendor to indemnify the Purchaser in the manner provided in this
Agreement.
THIS AGREEMENT WITNESSES that in consideration of the premises and the
covenants, agreements, representations, warranties and payments contained in
this Agreement, the parties agree as follows:
1. PURCHASE AND SALE OF ASSETS
1.1 Description of Assets
Upon the terms and subject to the conditions of this Agreement, the Vendor
agrees to sell, assign and transfer to the Purchaser, and the Purchaser agrees
to purchase from the Vendor, as a going concern at closing, the undertaking and
all the property and assets of the Vendor's Business of every kind and
description wherever situate (except as provided in section 1.2), including,
without limiting the foregoing:
(a) the fee simple lands ("the Lands") described in the Schedule of Lands;
(b) the buildings and improvements (the "Buildings and Improvements")
described in the Schedule of Buildings;
(c) the leasehold property, interests in the leasehold property and the
improvements, appurtenances and fixtures on the leasehold property
(the "Leasehold Property") described in the Schedule of Leasehold
Property;
(d) the machinery, equipment, trucks, cars and other vehicles (the
"Machinery, Equipment and Vehicles") described in the Schedule of
Machinery, Equipment and Vehicles;
(e) all inventories (the "Inventories");
(f) the accounts receivable, trade accounts noted receivable and other
debts owing to the Vendor, and the full benefit of all securities for
cash accounts, notes or debts (the "Receivables");
(g) the benefit of all unfilled orders received by the Vendor in
connection with the Vendor's Business, and all other contracts,
engagements or commitments, whether written or oral, to which the
Vendor is entitled in connection with the Vendor's Business, and in
particular all right, title and interest of the Vendor in, to and
under the material agreements and contracts (the "Material Contracts")
described in the Schedule of Material Contracts;
(h) all right and interest of the Vendor to all registered and
unregistered trademarks, trade or brand names, copyrights, designs,
restrictive covenants and other industrial or intellectual property
used in connection with the Vendor's Business (the "Intangible
Property"), including the Intangible Property described in the
Schedule of Intangible Property;
(i) the prepaid expenses (the "Prepaid Expenses");
(j) the goodwill of the Vendor's Business and the right of the Purchaser
to represent itself as carrying on the Vendor's Business in
continuation of and in succession to the Vendor and the right to use
the name "Extreme Games, Inc. or GET" or any variation thereof as part
of or in connection with the Vendor's Business (the "Goodwill");
all of which are collectively called the "Assets".
1.2 Exclusions
Cash on hand or on deposit shall be specifically excluded from the purchase and
sale in this Agreement, and from the Assets.
2. PURCHASE PRICE AND ALLOCATION
The purchase price payable by the Purchaser to the Vendor for the Assets shall
be 8,625,000 Common Shares in the capital stock of the Purchaser, subject to
Rule 144 of the Securities Act of 1933, at a deemed value of $0.05 per share for
an aggregate deemed value of $431,250, and the net book value of the
Receivables, Inventories and Prepaids as determined under section 6.1 and shall
be allocated as follows:
2
(a) to the Lands, $0;
(b) to the Buildings and Improvements, $0;
(c) to the Leasehold Property and the Machinery, Equipment and Vehicles,
$27,000;
(d) to the Inventories, the Receivables and the Prepaids, their net book
value as at closing determined in accordance with section 6.1;
(e) to the Intangible Property and the Material Contracts, $45,000;
(f) to the Goodwill and any other of the Assets purchased under this
Agreement, $359,250.
3. PAYMENT OF THE PURCHASE PRICE
The purchase price shall be paid and satisfied as follows:
(a) as to an amount equal to the Assumed Indebtedness, by the assumption
and payment of such Assumed Indebtedness;
(b) as to the balance of the purchase price, by issuing a share
certificate to or to the order of the Vendor and delivered at closing.
4. ASSUMPTION OF LIABILITIES
4.1 Assumed Indebtedness
On and after closing the Purchaser will assume and pay;
(a) the amount of current liabilities of the Vendor incurred in respect of
periods prior to closing and specified at closing by the Vendor in
writing setting forth the name and address of each creditor and the
amount to be assumed;
(b) the balance owing as of the time of closing under the mortgages,
conditional sale contracts and other instruments of indebtedness
described in Part 2 of the Schedule of Material Contracts;
(collectively, the "Assumed Indebtedness") and the Purchaser will indemnify and
save the Vendor harmless from all claims, demands, suits and actions in respect
of the Assumed Indebtedness.
4.2 Other Obligations
On and after closing the Purchaser will assume, perform and discharge all
obligations arising under the Material Contracts (except as provided in section
4.3) and all other contracts, commitments or engagements which are entered into
by the Vendor between the date of this Agreement and closing in the ordinary
course of the Vendor's Business and which are not prohibited by this Agreement
or are consented to in writing by the Purchaser, and the Purchaser will
indemnify and save the Vendor harmless from all claims, demands, suits and
action under the Material contracts in respect of events after closing.
3
4.3 Exclusions
There shall be specifically excluded from the Material Contracts and other
contracts, commitments and engagements assumed by the Purchaser, the following:
(a) The lease agreement on the trailer used to transport the simulator
racecar.
4.4 Release of Vendor
At or before closing the Purchaser shall execute and deliver all such covenants
and assurances with respect to the Assumed Indebtedness and with respect to the
obligations assumed under section 4.2 as may reasonably be required as a
condition to the release of the Vendor from any liability in respect of the
Assumed Indebtedness.
5. REPRESENTATIONS AND WARRANTIES OF THE VENDOR
The Vendor represents and warrants to the Purchaser as follows, with the intent
that the Purchaser shall rely on the representations and warranties in entering
into this Agreement, and in concluding the purchase and sale contemplated by
this Agreement.
5.1 Capacity to Sell
The Vendor is a natural person, and has the power and capacity to own and
dispose of the Assets and to carry on the Vendor's business as now being
conducted by it, and to enter into this Agreement and carry out its terms to the
full extent.
5.2 Authority to Sell
The execution and delivery of this Agreement and the completion of the
transaction contemplated by this Agreement have been duly and validly authorized
by all necessary action on the part of the Vendor, and this Agreement
constitutes a legal, valid and binding obligation of the Vendor enforceable
against the Vendor in accordance with its terms except as may be limited by laws
of general application affecting the rights of creditors.
5.3 Sale Will Not Cause Default
Neither the execution and delivery of this Agreement, nor the completion of the
purchase and sale contemplated by this Agreement will:
(a) violate any of the terms and provisions of any order, decree, statute,
bylaw, regulation, covenant, restriction applicable to the Vendor or
any of the Assets;
(b) give any person the right to terminate, cancel or remove any of the
Assets, save to the extent that the consent of the third parties is
required to assign the Leasehold Property and the Material contracts;
or
(c) result in any fees, duties, taxes, assessments or other amounts
relating to any of the Assets becoming due or payable by the Purchaser
in connection with the purchase and sale.
5.4 Assets
The Vendor owns and possesses and has a good marketable title to the Assets free
and clear of all mortgages, liens, charges, pledges, security interest,
encumbrances or other claims except as described in the Schedule of Material
Contracts.
4
5.5 Books and Records
The books and records of the Vendor fairly and correctly set out and disclose in
all material respects, in accordance with generally accepted accounting
principles, the financial position of the Vendor and all material financial
transactions of the Vendor relating to the Business have been accurately
recorded in those books and records.
5.6 Material Change
Since the date of the balance sheet included in the Statements there has not
been:
(a) any material change in the financial condition of the Vendor's
Business, its liabilities or the Assets other than changes in the
ordinary course of business, none of which has been materially
adverse;
(b) any damage, destruction, loss or other event (whether or not covered
by insurance) materially and adversely affecting the Assets or the
Vendor's Business;
(c) any material increase in the compensation payable or to become payable
by the Vendor to any of its officers, employees or agents or any
bonus, payment or arrangement made to or with any of them except
increases agreed to in writing by the Purchaser.
5.7 Litigation
There is no litigation or administrative or governmental proceeding or inquiry
pending, or to the knowledge of the Vendor, threatened against or relating to
the Vendor, the Vendor's Business, or any of the Assets, nor does the Vendor
know of or have reasonable grounds that there is any basis for any such action,
proceeding or inquiry.
5.8 Conformity With Laws
All governmental licences and permits required for the conduct in the ordinary
course of the operations of the Vendor's Business and the uses to which the
Assets have been put, have been obtained and are in good standing and such
conduct and uses are not in breach of any statute, bylaw, regulation, covenant,
restriction, plan or permit, including those regulating the discharge of
materials into the environment and the storage, treatment and disposal of waste
or otherwise relating to the protection of the environment and the health and
safety of persons. For greater certainty, the Assets have not been used in a
manner which does or will give rise to any obligation of restoration or removal
or any liability for the costs of restoration or removal or for the payment of
damages to any third party. Except as disclosed in the Schedule of Environmental
Matters, there are no underground storage tanks on the Lands or Leasehold
Property nor are there located on them any toxic chemicals, hazardous materials,
waste or noxious or dangerous substances which are designated toxic or hazardous
substances in applicable federal, provincial or municipal laws, bylaws and
regulations relating to environmental matters, including asbestos,
polychlorinated biphenyls (PCBs), urea formaldehyde, radon gas or radioactive
decay products of radon, whether or not they are so designated.
5
5.9 Forward Commitments
All outstanding forward commitments by or on behalf of the Vendor for the
purchase or sale of the Inventories have been made in accordance with
established price lists of the Vendor or its suppliers, or if otherwise, then in
accordance with the Vendor's normal business custom in varying those established
price lists.
5.10 Terms of Employment
The Vendor is not a party to any collective agreement relating to the Vendor's
Business with any labour union or other association of employees, and no part of
the Vendor's Business has been certified as a unit appropriate for collective
bargaining. The Vendor's Business has employees and group employee termination
legislation would not apply to a termination of all employees at one time.
Additionally, every employee may be dismissed on one year's notice or less,
without further liability.
5.11 Material Contracts
The Schedule of Material Contracts contains a true and correct listing of each
written or oral contract of the following types to be acquired or assumed by the
Purchaser:
(a) contracts or commitments out of the ordinary course of business;
(b) contracts or commitments involving an obligation to pay in the
aggregate $1,000 or more or of a duration greater than one year;
(c) contracts or commitments affecting ownership of, or title to, or any
interest in real estate or in personal property;
(d) contracts or commitments in respect of the Intangible Property;
(e) except as required by statute or regulation, contracts or commitments
in respect of bonuses, incentive compensation, pensions, group
insurance or employee welfare plans, all of which are fully funded as
determined by an independent and reputable firm of actuaries employed
by the Vendor;
(f) employment contracts or commitments other than unwritten employment
contracts of indefinite duration entered into in the ordinary course
of the Vendor's Business.
5.12 No Defaults
Except as otherwise expressly disclosed in this Agreement or in any Schedule to
this Agreement there has not been any default in any obligation to be performed
under any Material Contract, each of which is in good standing and in full force
and effect, unamended, except as set forth in the Schedule of material
Contracts.
5.13 Accuracy of Representations
No certificate furnished by or on behalf of the Vendor to the Purchaser at
closing in respect of the representations, warranties or covenants of the Vendor
will contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements contained in the certificate not
misleading.
6
6. COVENANTS OF THE VENDOR
6.1 Determination of Net Book Values
The Vendor shall cause its auditors, certified public accountants, to determine
as of the day immediately preceding closing, the net book value of the
Receivables, Inventories and Prepaids in accordance with the accounting
principles set forth in the schedule of Accounts Principles, and furnish to each
of the Vendor and Purchaser a certificate of such determination in the form
described in that Schedule.
6.2 Conduct of Business
Until closing, the Vendor shall conduct the Vendor's Business diligently and
only in the ordinary course and will use its best efforts to preserve the Assets
intact, to keep available to the Purchaser its present employees and to preserve
for the Purchaser its relationship with its suppliers, customers and others
having business relations with it.
6.3 Change of Name
The Vendor shall, within 30 days after closing, cease using the trade names
"Extreme Entertainment, Inc." or "GET".
6.4 Access by Purchaser
The Vendor will give to the Purchaser and Purchaser's counsel, accountants and
other representatives full access, during normal business hours throughout the
period prior to closing, to all of the properties, books, contracts, commitments
and records of the Vendor relating to the Vendor's Business and the Assets, and
will furnish to the Purchaser during that period all such information as the
Purchaser may reasonably request.
6.5 Insurance
From the date of this Agreement until closing the Vendor will maintain in full
force and effect the policies of insurance more particularly described in the
Schedule of Insurance to this Agreement in respect of the Assets and shall
forthwith cause the Purchaser to be added as a named insured under all such
policies and to remain as a named insured until closing.
6.6 Procure Consents
The Vendor shall diligently take all reasonable steps required to obtain, before
closing, all consents to the assignments of the Leasehold Properties, the
Material Contracts, and any other of the Assets for which a consent is required.
6.7 Covenant of Indemnity
The Vendor and the Covenantors will jointly and severally indemnify and hold
harmless the Purchaser from and against:
(a) any and all liabilities, whether accrued, absolute, contingent or
otherwise, existing at closing and which are not agreed to be assumed
by the Purchaser under this Agreement;
(b) any and all damage or deficiencies resulting from any
misrepresentation, breach of warranty or non-fulfillment of any
covenant on the part of the Vendor under this Agreement or from any
misrepresentation in or omission from any certificate or other
instrument furnished or to be furnished to the Purchaser under this
Agreement; and
7
(c) any and all actions, suits, proceedings, demands, assessments,
judgments, costs and legal and other expenses incident to any of the
foregoing.
6.8 Termination of Employees
At closing the Vendor will terminate the employment of all employees to whom the
Purchaser has made an offer of employment under section 8.1 and will indemnify
and save harmless the Purchaser from and against all claims by any employee of
the Vendor for wages, salaries, bonuses, pension or other benefits, severance
pay, notice or pay in lieu of notice and holiday pay in respect of any period
before closing.
7. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser represents and warrants to the Vendor as follows; with the intent
that the Vendor shall rely on these representations and warranties in entering
into this Agreement, and in concluding the purchase and sale contemplated by
this Agreement.
7.1 Status of Purchaser
The Purchaser is a corporation duly incorporated, validly existing and in good
standing under the laws of Nevada, has the power and capacity to enter into this
Agreement and carry out its terms.
7.2 Authority to Purchase
The execution and delivery of this Agreement and the completion of the
transaction contemplated by this Agreement has been duly and validly authorized
by all necessary corporate action on the part of the Purchaser, and this
Agreement constitutes a legal, valid and binding obligation of the Purchaser
enforceable against the Purchaser in accordance with its terms except as limited
by laws of general application affecting the rights of creditors.
8. COVENANTS OF THE PURCHASER
8.1 Offer Employment
The Purchaser covenants with the Vendor to offer employment at closing on terms
and conditions then in effect to all employees of the Vendor then employed in
connection with the Vendor's Business.
8.2 Social Services Tax, Goods and Services Tax and Income Tax Act
The Purchaser shall be liable for and shall pay all provincial sales taxes and
registration charges and transfer fees properly payable upon and in connection
with the sale and transfer of the assets by the Vendor to the Purchaser.
9. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
9.1 Vendor's Representations, Warranties and Covenants
All Statements contained in any certificate or other instrument delivered by or
on behalf of the Vendor under this Agreement or in connection with the
transaction contemplated by this Agreement shall be deemed to be representations
and warranties by the Vendor. All representations, warranties, covenants and
agreements made by the Vendor in this Agreement or under this Agreement shall,
unless otherwise expressly stated, survive closing and any investigation at any
time made by or on behalf of the Purchaser subject to section 9.2 shall continue
in full force and effect for the benefit of the Purchaser.
8
9.2 Limitation on Vendor's Indemnity
No claim by the Purchaser under the covenant of indemnity contained in section
6.7 or for damages or other relief in respect of breach of warranty or breach of
covenant by the Vendor under this Agreement will be valid unless:
(a) written notice of the claim is given by the Purchaser to the Vendor
before the expiration of 30 months after closing; and
(b) the aggregate amount of all such claims exceeds $100,000.
9.3 Purchaser's Representations, Warranties and Covenants
All representation, warranties, covenants and agreements made by the purchaser
in this Agreement or under this Agreement shall, unless otherwise expressly
stated, survive closing and any investigation at any time made by or on behalf
of the Purchaser and shall continue in full force and effect for the benefit of
the Vendor.
10. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PURCHASER
All obligations of the Purchaser under this Agreement are subject to the
fulfillment at or before closing of the following conditions:
10.1 Vendor's Representations and Warranties
The Vendor's representations and warranties contained in this Agreement and in
any certificate or document delivered under this Agreement or in connection with
the transactions contemplated by this Agreement shall be true at and as of
closing as if such representations and warranties were made at and as of such
time.
10.2 Vendor's Covenants
The Vendor shall have performed and complied with all agreements, covenants and
conditions required by this Agreement to be performed or complied with by it
before or at closing.
10.3 Consents
The Purchaser shall have received duly executed copies of the consents or
approvals referred to in section 6.6.
The foregoing conditions are for the exclusive benefit of the Purchaser and any
such condition may be waived in whole or in part by the Purchaser at or before
closing by delivering to the Vendor a written waiver to that effect signed by
the Purchaser.
11. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE VENDOR
All objections of the Vendor under this Agreement are subject to the
fulfillment, before or at closing, of the following conditions:
9
11.1 Purchaser's Representations and Warranties
The Purchaser's representations and warranties contained in this Agreement shall
be true at and as of closing as though such representations and warranties were
made as of such time.
11.2 Purchaser's Covenants
The Purchaser shall have performed and complied with all covenants, agreements
and conditions required by this Agreement to be performed or complied with by it
at or before closing.
11.3 Consents of Third Parties
All consents or approvals required to be obtained by the Vendor for the purpose
of selling, assigning or transferring the Assets have been obtained, provided
that this condition may only be relied upon by the Vendor if the Vendor has
diligently exercised its best efforts to procure all such consents or approvals
and the Purchaser has not waived the need for all such consents or approvals.
Each of the foregoing conditions is for the exclusive benefit of the Vendor and
any such condition may be waived in whole or part by the Vendor at or before
closing by delivering to the Purchaser a written waiver to that effect signed by
the Vendor.
12. CLOSING
12.1 Time of Closing
Subject to the terms and conditions of this Agreement, the purchase and sale of
the Assets shall be completed at a closing to be held at 11:00 a.m., local time
in Vancouver, on December 4th, 2003, or at such other time and date agreed upon
in writing between the parties (the "Time of Closing").
12.2 Place of Closing
The closing shall take place at the offices of the Purchaser's solicitors,
000-000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx.
12.3 Documents to be Delivered by the Vendor
At the closing the Vendor shall deliver or cause to be delivered to the
Purchaser:
(a) all deeds of conveyance, bills of sale, transfer and assignments in
form and content satisfactory to the Purchaser's counsel, appropriate
to effectively vest a good and marketable title to the Assets in the
Purchaser to the extent contemplated by this Agreement, and
immediately registrable in all places where registration of such
instruments is required;
(b) all consents or approvals required to be obtained by the Vendor for
the purpose of validly assigning the Leasehold Property and the
Material contracts;
(c) possession of the Assets;
(d) duly executed releases of, or evidence to the reasonable satisfaction
of the Purchaser as to the discharge of any and all liabilities which
the Purchaser has not agreed to assume and which may be enforceable
against any of the Assets being purchased under this Agreement;
10
(e) certified copies of those resolutions of the shareholders and
directors of the Vendor required to be passed to authorize the
execution, delivery and implementation of this Agreement and of all
documents to be delivered by the Vendor under this Agreement;
(f) the certificate of the Vendor's auditors prepared under section 6.1;
(g) a statement of the Assumed Liabilities signed by the Vendor; and
(j) a restrictive covenant agreement in the form attached as Schedule of
Restrictive Covenant Agreement.
12.4 Documents to be Delivered by the Purchaser
At the closing the Purchaser shall deliver or cause to be delivered:
(a) a covenant of the Purchaser in favour of the Vendor agreeing to assume
and pay or perform and indemnify the Vendor against the Assumed
Liabilities and other obligations agreed to be assumed by the
Purchaser under this Agreement in the manner and to the extent
provided in this Agreement;
(b) a share certificate payable to the Vendor or its nominees.
13. RISK OF LOSS
From the date of this Agreement to closing, the Assets shall be and remain at
the risk of the Vendor. If any of the assets are lost, damaged or destroyed
before closing, the Purchaser may, in lieu of terminating this Agreement under
Article 10, elect by notice in writing to the Vendor to complete the purchase to
the extent possible without reduction of the purchase price, in which event all
proceeds of any insurance or compensation in respect of such loss, damage or
destruction shall be payable to the Purchaser and all right and claim of the
Vendor to any such amounts not paid by closing shall be assigned to the
Purchaser.
14. UNCOLLECTED RECEIVABLES
If any part of the Receivables sold under this Agreement are not collected by
the Purchaser in full within 180 days after closing, the Vendor shall pay to the
Purchaser an amount equal to the excess of the uncollected amounts over the
provision for doubtful accounts reflected in the auditors' determination of the
net book value thereof, upon receipt of a reassignment by the Purchaser of the
uncollected part of those accounts. Payment on account not appropriated by the
Payor will be applied to the oldest account owing by the Payor.
15. FURTHER ASSURANCES
The parties shall execute such further and other documents and do such further
and other things as may be necessary to carry out and give effect to the intent
of this Agreement.
16. SET-OFF
If under this Agreement or any document delivered under this Agreement the
Vendor becomes obligated to pay any sum of money to the Purchaser, then such sum
may at the election of the Purchaser, and without limiting or waiving any right
or remedy for the Purchaser under this Agreement, be set-off against and shall
apply to any sum of money or security owed by the Purchaser to the Vendor until
such amount has been completely set-off.
11
17. NOTICE
All notices required or permitted to be given under this Agreement shall be in
writing and personally delivered to the address of the intended recipient set
forth on the first page of this Agreement or at such other address as may from
time to time be notified by any of the parties in the manner provided in this
Agreement.
18. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and there
are no representations or warranties, express or implied, statutory or otherwise
and no collateral agreements other than as expressly set forth or referred to in
this Agreement.
19. TIME OF THE ESSENCE
Time shall be the essence of this Agreement.
20. APPLICABLE LAW
This Agreement shall be governed by and interpreted in accordance with the laws
of British Columbia.
21. SUCCESSORS AND ASSIGNS
This Agreement shall enure to the benefit of and be binding upon the parties and
their respective successors and assigns.
22. HEADINGS
The headings appearing in this Agreement are inserted for convenience of
reference only and shall not affect the interpretation of this Agreement.
IN WITNESS WHEREOF the parties have executed this Agreement as of the
day and year first above written.
OXFORD VENTURES, INC. XXXXXX X. XXXXXXX XXXXXX XXXXX
(the "Purchaser") (together the "Vendor" and the "Covenantor")
s/Xxx Xxxxxxxx s/Xxxxxx Xxxxxxx s/Xxxxxx Xxxxx
----------------------- --------------------- ----------------------
per: Xxx Xxxxxxxx Xxxxxx X. Xxxxxxx Xxxxxx Xxxxx
President and Director
12
SCHEDULE I
RESTRICTIVE COVENANT AGREEMENT
MEMORANDUM OF AGREEMENT made on the 2nd day of December, 2003.
BETWEEN: OXFORD VENTURES, INC., a Nevada corporation, with an address at
0000 Xxxxxx Xx., Xxxxx Xxxxxxxxx, XX X0X 0X0;
(the "Buyer")
AND: XXXXXX X. XXXXXXX, a businessman with an address at 00000 X.
Xxxxxxxx Xxxxxx, Xxxxx, XX 00000, and XXXXXX XXXXX, a businessman
with an address at 0000 Xxxx Xxxxxxx Xxxxxx, Xxxx, XX 00000;
(together the "Seller")
BACKGROUND
A. By an agreement (the "Sale Agreement") dated December 2, 2003, made
between Buyer and Seller, Seller agreed to sell and Buyer agreed to
purchase all the property, assets and undertaking of the Seller's
Business, as a going concern, on the terms and subject to the conditions
provided in this Agreement.
B. The obligations of Buyer as purchaser under the Asset Purchase
Agreement are expressly subject to certain conditions set out in the Asset
Purchase Agreement, including the entering into of this Agreement.
THIS AGREEMENT WITNESSES that, in consideration of the premises and the sum of
$2.00 now paid by Buyer to Seller (the receipt of which is acknowledged by
Seller), the parties agree as follows:
1. Seller covenants and agrees with Buyer that he will not at any time during
the next three (3) years, either individually or in partnership or jointly or in
conjunction with any person or persons, including, without limitation, any
individual, firm, association, syndicate, company, corporation or other business
enterprise, as principal, agent, shareholder, officer, employee or in any other
manner carry on or be engaged in or be concerned with or interested in or
advise, lend money to, guarantee the debts or obligations of or permit his name
to be used or employed by any person or persons, including, without limitation,
any individual, firm, association, syndicate, company, corporation or other
business enterprise engaged in or concerned with or interested in, within North
America, any business or any part of the business presently carried on by the
Seller.
13
2. Seller covenants and agrees with Buyer that it is the sole and exclusive
owner of the development and reengineering of the force-feed back steering wheel
and the gas and braking system that HanaHo Games, Inc. has developed for it.
3. Seller covenants and agrees with Buyer that the Buyer is the sole and
exclusive owner of "Virtual Cup Racing League" concept, and the simulator
vehicle vin# 30026211000.
4. Each provision of this Agreement is declared to constitute a separate and
distinct covenant and to be severable from all other such separate and distinct
covenants. Without limiting the foregoing, each provision contained in Paragraph
1 is declared to constitute a separate and distinct covenant in respect of each
capacity and each activity specified in Paragraph 1 and to be severable from all
other such separate and distinct covenants. If any of the capacities,
activities, time periods, or geographical areas specified in Paragraph 1 are
considered by a court of competent jurisdiction to be unreasonable, the parties
agree that the court shall have authority to limit such capacities, activities,
time periods, or geographical areas to such capacities, activities, time
periods, or geographical areas as the court deems proper in the circumstances.
5. If any covenant or provision in this Agreement is determined to be void or
unenforceable in whole or in part, it shall not be deemed to affect or impair
the enforceability or validity of any other covenant or provision of this
Agreement or any part of this Agreement.
6. The parties recognize that a breach by Seller of any of the covenants
contained in this Agreement would result in damages to Buyer and that Buyer
could not adequately be compensated for such damages by monetary award.
Accordingly, Seller agrees that in the event of any such breach, in addition to
all other remedies available to Buyer, Buyer shall be entitled as a matter of
right to apply to a court of competent jurisdiction for such relief by way of
restraining order, injunction, decree or otherwise, as may be appropriate to
ensure compliance with the provisions of this Agreement.
7. The parties agree that all restrictions in this Agreement are necessary and
fundamental to the protection of the business of the Seller and are reasonable
and valid, and all defenses to the strict enforcement of this Agreement by Buyer
are waived by Seller.
8. This Agreement shall be construed in accordance with and governed by the laws
of British Columbia.
IN WITNESS WHEREOF this Agreement has been executed by the parties as of the
date first above written.
OXFORD VENTURES, INC. XXXXXX X. XXXXXXX XXXXXX XXXXX
(the "Buyer") (together the "Seller") (together the "Seller")
s/Xxx Xxxxxxxx s/Xxxxxx X. Xxxxxxx s/Xxxxxx Xxxxx
-------------------------- --------------------- ---------------------
per: Xxx Xxxxxxxx, President Xxxxxx X. Xxxxxxx Xxxxxx Xxxxx
14
SCHEDULE II
SCHEDUEL OF ASSETS
1. Car, VIN #30053211000, including chassis, computer, screen, body, etc;
does not include new steering wheel
2. Virtual Cup Racing League ("VCRL"), including venue ("Race Track"),
full motion racing trainer/simulator, VCRL officials/administrators,
and 24, 4-person race teams ("Race Teams" or "Racing Teams").
3. GET Enterprises steering wheel in conjunction with technology designed
by HanaHo Games
15
SCHEDULE III
SCHEDUEL OF MATERIAL CONTRACTS
There are no material contracts.
16
SCHEDULE IV
SCHEDULE OF ENVIRONMENTAL MATTERS
There are no environmental matters.
17
