DATED March 31, 2009 LIVE CURRENT MEDIA Inc - and – GLOBAL CRICKET VENTURES PTE LTD - and – BOARD OF CONTROL FOR CRICKET IN INDIA NOVATION AGREEMENT
Exhibit 10.3
DATED March
31, 2009
LIVE CURRENT MEDIA Inc
-
and –
GLOBAL
CRICKET VENTURES PTE LTD
- and
–
BOARD
OF CONTROL FOR CRICKET IN INDIA
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THIS NOVATION AGREEMENT (the
“Agreement”) is made the 31st day of
March 2009
BETWEEN
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(1)
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LIVE CURRENT
MEDIA Inc.,
having its principal office at Xxxxx 000, 000 Xxxxx Xx., Xxxxxxxxx,
XX, XXXXXX, X0X 0X0 (“Live Current”);
and
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(2)
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GLOBAL CRICKET VENTURES PTE.
LTD., a company incorporated under the laws of Singapore having its
registered office at 00 Xxxxxx Xxxxxx #00-00, Xxxxx Xxxxxxxx Xxxxxxxxx
000000 (“GCV”);
and
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(3)
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BOARD OF
CONTROL FOR CRICKET IN INDIA a society registered under the
Tamil Nadu Societies Registration Act and having its address at Cricket
Center, Xxxxxxxx Stadium, Mumbai – 400020 India (the “BCCI-IPL”).
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(Live
Current, BCCI-IPL and GCV shall also as the context requires be referred to as a
“Party” and collectively
as the “Parties”)
WHEREAS
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(A)
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On
the 16 April 2008, Live Current and BCCI-IPL entered into a binding MOU
under which BCCI-IPL authorised Live Current to design, build, operate,
maintain and promote the official website of the Indian Premier League
(the “IPL Website”) (the “Original Agreement” or “MOU” attached as
Schedule 1 hereto).
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(B)
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The
parties to this Agreement have agreed that Live Current should be released
and discharged from the Original Agreement and all outstanding obligations
under the Original Agreement in respect of the period commencing on the
date of this Agreement (the “Novation Date”) subject to GCV undertaking to
perform the Original Agreement (as amended hereunder) and to be bound by
the terms of the Original Agreement from the commencement of the Novation
Date onwards in place of Live
Current.
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WHEREAS
IT IS HEREBY AGREED AS FOLLOWS, IN EXCHANGE FOR GOOD AND VALUABLE CONSIDERATION,
THE RECEIPT ADEQUACY AND SUFFICIENCY OF WHICH IS ACKNOWLEDGED AND ACCEPTED BY
THE PARTIES HERETO:
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(1)
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GCV
undertakes to Live Current and as a separate undertaking to BCCI-IPL to
perform the Original Agreement and to be bound by the terms of the
Original Agreement in respect of the period commencing on the Novation
Date in every way as if GCV were a party to the Original Agreement in
place of Live Current and on the basis that from the Novation Date GCV
shall be regarded as having become a party to the Original Agreement in
place of Live Current.
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(2)
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(a)
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With
effect from the Novation Date BCCI-IPL releases and discharges Live
Current from the Original Agreement and all outstanding obligations and
any claims and demands under the Original Agreement including the Minimum
Annual Fees originally due on October 1, 2008 and January 1, 2009 (the
“Accrued Fees”) and accepts the liability of GCV under the Original
Agreement in lieu of the liability of Live Current and agrees to be bound
by the Original Agreement in every way as if GCV were named in the
Agreement as a party to the Original Agreement in place of Live
Current. For the avoidance of doubt, with effect from the
Novation Date, Live Current (a) shall immediately cease to exercise or
exploit any such rights, licenses or benefits granted under the Original
Agreement; (c) shall not thereafter use or exploit its previous connection
with BCCI-IPL or the Indian Premier League, whether directly or
indirectly; (d) shall not at any time thereafter (i) disclose or use any
confidential information relating to BCCI-IPL, or the IPL acquired by Live
Current during or as a result of the Original Agreement; (ii) make any use
of any trade marks, trade names and/or logos of BCCI-IPL, the IPL
sponsors, partners or franchises or any similar trade marks, trade names
and/or logos; (iii) purport to be associated with BCCI-IPL and/or the IPL;
(d) shall promptly return to BCCI-IPL all property of BCCI-IPL within its
possession, save that Live Current will be permitted to retain such
property as it demonstrates (to the BCCI’s reasonable satisfaction) to be
required by law to be maintained for records; (e) Current shall
execute any documents required by BCCI-IPL to effect the termination
and/or assignment to BCCI-IPL of any rights in connection with the IPL
website (in accordance with clause 4.2 of the Original
Agreement);
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(b)
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GCV
shall further pay BCCI-IPL the sum of US$750,000 that is owing from Live
Current to the Board of Control for Cricket in India under the Memorandum
of Understanding entered into by Live Current and BCCI in respect of the
BCCI official website dated 16 April 2008 and which is terminated by a
mutual termination agreement signed simultaneously with this Novation
Agreement. GCV shall pay the US$750,000 by 1 July 2009 in addition to the
sums due under the Original Agreement in accordance with the revised
payment schedule as set out at Clause 4(k) below and the terms and
conditions applicable to payments in the Original
Agreement.
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(3)
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Live
Current covenants with GCV and as a separate covenant with BCCI-IPL that,
except for payment of the Accrued Fees, it shall duly discharge all the
liabilities and perform all the obligations of Live Current (if any) under
the Original Agreement up to and including the Novation Date and
undertakes to indemnify GCV and BCCI-IPL and keep GCV and BCCI-IPL
indemnified against all actions, proceedings, claims, demands and expenses
of whatever nature arising out of or in connection with any breach by Live
Current of the terms of the Original Agreement, except for payment of the
Accrued Fees, in respect of the period up to and including the Novation
Date.
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(4)
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GCV
and BCCI-IPL hereby agree to amend the Original Agreement as
follows:
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(a)
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Clause
1.5 of the Original Agreement shall be replaced with the
following:
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“GCV
will construct a web portal at XXXXXXX.XXX (the "XXXXXXX.XXX
Portal")”
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(b)
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The
paragraph at the end of Clause 1.8 of the Original Agreement shall be
amended as follows:
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“In
each case for a period commencing on 1 April 2008 and ending on 31 December
2017, subject to the terms and conditions of clause 1.9 below.”
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(c)
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Intentionally
omitted.
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(d)
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Clause
1.15(i) and 1.15(ii) of the Original Agreement as set out below shall be
deleted in its entirety and treated as intentionally deleted so that the
numbering of subsequent sub-paragraphs does not
change::
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“(i) The
Parties will set up a joint committee (“Facilitation Committee”),
which will comprise of such number of LIVE CURRENT MEDIA representatives and
BCCI-IPL representatives as may be agreed upon by the Parties. The Facilitation
Committee will be chaired by a nominee of the BCCI or such other person as
agreed between the Parties. It is agreed that the chair of the
Facilitation Committee shall not have a casting vote on any issue.
(ii) The
payment schedule set out in clause 1.10 and detailed in Schedule 2 may be
subject to review by the Facilitation Committee from time to time, but it is
accepted that the payment schedule may only be varied with the written agreement
of both Parties.”
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(e)
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Clause
1.15(vii) of the Original Agreement shall be amended as follows
(additional wording underlined):
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“LIVE
CURRENT MEDIA [GCV] shall provide BCCI-IPL with regular reports on the building
and operation
of the IPL Website, and in any event not less than twice per annum. BCCI-IPL
may, at its discretion, review the progress and plans on the IPL Website rollout
and the operation of
the IPL Website and it is agreed that the IPL Website shall only be
launched/promoted/operated after prior written approval of BCCI-IPL (not to be
unreasonably withheld or delayed).”
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(f)
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Clause
3.2(i) of the Original Agreement shall be amended as follows (additional
wording underlined):
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“(a) GCV
shall have the exclusive right to display and commercially exploit all official
IPL still photographic images whose rights are owned and controlled by the
BCCI-IPL, including such photographs taken at Indian Premier League events,
subject to the provisions of the press and photography accreditation
arrangements, it being acknowledged that BCCI-IPL shall not be required to
acquire rights to still photographic images of matches. GCV must ensure that
such still images may not be refreshed in such a way as to create any form of
sequencing that is akin to a moving image or video. It is acknowledged and
accepted that BCCI-IPL’s Broadcast Partners (and their sub-licensees) shall be
entitled (A) to receive a limited number of stills (free of charge) for use for
promotional purposes only and not for any commercial exploitation and (B) to
extract stills from the footage of IPL matches and to use the same for
promotional purposes only and not for any commercial
exploitation.
(b) IPL
will be responsible for commissioning an “official photographer” (that will be
mutually agreed upon by the Parties) for images which will be made available to
GCV in accordance with this clause 3.2(i) with the costs of such official
photographers to be shared by BCCI-IPL and GCV on a 50/50 basis.
(c) Commercial
exploitation of official still IPL photographic images shall be subject to the
entity licensing and exploiting such images obtaining all necessary endorsement
clearances from individuals featured in such photographic images.”
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(g)
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Clause
3.2(ix) of the Original Agreement shall be amended as follows (additional
wording underlined):
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“(ix) GCV
shall have the exclusive right and license to operate official on-line fantasy
leagues of IPL and any
and all official Flash-based online multi-player IPL games, excluding for the
avoidance of doubt any SMS exploitation”
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(h)
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Clause
3.2(xv) of the Original Agreement as set out below shall be deleted in its
entirety and treated as intentionally deleted so that the numbering of
subsequent sub-paragraphs does not
change:
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“Rights
over the sale of tickets online will be determined in the Final
Agreement.”
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(i)
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Clause
4.2(i) of the Original Agreement shall be amended as follows (additional
wording underlined):
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“GCV
will assign to BCCI-IPL on creation:
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(i) all intellectual property rights
(including but not limited to all copyright) in the design, look, feel, format
and all content of the IPL Website (including
without limitation any and all clips or highlights of IPL matches produced by
GCV under this MOU) and
BCCI-IPL will grant GCV a licence to use such rights during the
Term;”
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(j)
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The
Original Agreement shall be amended by adding the following clauses at
Clause 4.9:
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4.9
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Termination
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Either
party may at any time (without prejudice to any other rights it may then have
against the other party at law or in equity or otherwise) by giving notice in
writing to the other party terminate this MOU forthwith in any of the following
events:
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(i)
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if
the other party shall commit or permit to be committed any material breach
or breaches of any of the terms conditions and warranties contained herein
and does not remedy such material breach within 14 days of written notice
so to do; or
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(ii)
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if
the other party (being an individual) shall commit an act of bankruptcy
and/or become bankrupt or have a receiving order made against him or shall
enter into an arrangement or composition with or for
the benefit of his creditors or shall suffer an execution to be
levied against his goods or property or (being a Company) shall be wound
up whether compulsory or voluntarily (save for the purpose of
reconstruction) or shall suffer an execution to be levied against its
goods or property or shall have a Receiver appointed over its assets or
any of them or if notice of any liquidation proceedings shall be served
upon it.
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4.10
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Effect
of Termination or Expiry
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Upon
expiration or termination of this MOU for any reason whatsoever:
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(i)
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all
rights, licenses and benefits granted to GCV under this MOU shall
forthwith revert to BCCI-IPL;
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(ii)
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GCV
shall immediately cease to exercise or exploit any such rights, licenses
or benefits and BCCI-IPL shall immediately thereafter be entitled to grant
all or any such rights, licenses or benefits to any other
person;
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(iii)
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GCV
shall not thereafter use or exploit its previous connection with BCCI-IPL
or the Indian Premier, whether directly or
indirectly;
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(iv)
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GCV
shall not at any time thereafter (a) disclose or use any confidential
information relating to BCCI-IPL, or the Indian Premier League acquired by
GCV during or as a result of this MOU; (b) make any use of any trade
marks, trade names and/or logos of BCCI-IPL, the IPL sponsors, partners or
franchises or any similar trade marks, trade names and/or logos; (c)
purport to be associated with BCCI-IPL and/or the
IPL;
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(v)
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GCV
shall promptly return to BCCI-IPL all property of BCCI-IPL within its
possession, save that GCV will be permitted to retain such property as it
demonstrates (to the BCCI-IPL’s reasonable satisfaction) to be required by
law to be maintained for records;
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(vi)
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GCV
shall execute any documents required by BCCI-IPL to effect the termination
and/or assignment to BCCI-IPL of any rights in connection with this
MOU;
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(vii)
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such
termination shall be without prejudice to any other rights or remedies to
which a party may be entitled under this MOU or at Law as a result of or
in relation to any breach or other event which gives rise to such
termination, and shall not affect any other accrued rights or liabilities
of either party as at the date of termination;
and
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(viii)
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within
fourteen (14) days after the expiry of the Term or after any earlier
termination of this Agreement, GCV shall upon and in accordance with the
reasonable written instructions of BCCI-IPL either (at the BCCI-IPL's
election): (a) deliver to (delivery costs being for the account of GCV
where such instructions follow a termination of this Agreement by
BCCI-IPL, but otherwise being for the account of BCCI-IPL) or make
available for collection by BCCI-IPL; or (b) procure destruction of, all
or any recordings of IPL-related footage and (unless agreement is reached
pursuant to Clause 1.9(ii)(d)) stills, and such other tapes, videos and
other recordings of IPL-related material delivered to GCV by or on behalf
of BCCI-IPL pursuant to this MOU. Any such delivery shall be to
the address notified to GCV by BCCI-IPL in writing or otherwise in
accordance with the written instructions of BCCI-IPL;
and
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(ix)
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It
is acknowledged and agreed that the terms of Clauses 2.1-2.4 (inclusive),
4.2, 5.6-5.10 (inclusive) shall survive termination of this
MOU.
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4.11
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Trade
Xxxx Protections And Intellectual
Property
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(i)
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Other
than expressly set out herein, GCV shall not adopt, create or begin to
use:
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(a)
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any
registered or unregistered trade marks owned or used by BCCI-IPL or any
IPL Team, in any language whatsoever;
or
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(b)
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any
term which is confusingly similar to, is a colourable imitation of, or is
a derivation of, or which unfairly competes with, any such trade
marks.
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(ii)
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In
particular, GCV shall not develop, use or register any name, logo, trade
xxxx, indicia, brand name, symbol, service xxxx or other xxxx (whether
registered or unregistered) or designation which, in BCCI-IPL’s reasonable
opinion, may be inferred by the public as identifying with any of BCCI-IPL
and/or any IPL Team.
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(iii)
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Any
and all Intellectual Property Rights that subsists in the IPL world feed
and IPL footage (including adaptations, edits, transmissions and
recordings thereof by GCV) shall be owned by BCCI-IPL for the full term of
copyright including all renewals, reversions and extensions thereof and
thereafter in perpetuity.
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4.12
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Assignment
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(i)
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GCV
shall not assign or purport to assign, sub-contract or otherwise part with
the burden or the benefit of this MOU or any part thereof or interest
hereunder to any person without the prior written consent of BCCI-IPL,
subject only to (a) GCV’s right to commercial exploit certain content as
set out in Clause 3.2, and (b) GCV having the right, on provision of prior
written notice to BCCI-IPL, to assign the burden or benefit of this MOU to
the Global Cricket Ventures company that it is to be incorporated under
the laws of Mauritius without the need to obtain the consent of BCCI-IPL
for the same.
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(ii)
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BCCI-IPL
may assign the benefit and burden of this MOU to any company capable of
granting the rights granted
hereunder.
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4.13
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Force
Majeure
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(i)
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If
either party is totally or partially prevented or delayed in the
performance of any of its obligations (other than payment obligations and
other obligations of GCV) under this MOU by an Event of Force Majeure (as
defined below) and if such party gives written notice thereof to the other
party specifying the matters constituting the Event of Force Majeure then
the party so prevented or delayed shall be excused the performance of the
affected obligation as from the date of such notice for so long as such
cause or delay shall continue and shall have no liability to the other
party as a result of its failure to perform or delay in performing the
affected obligation. Without prejudice to the generality of the
foregoing BCCI-IPL shall be under no liability whatsoever to GCV in the
event of the non-delivery or non-availability of any world feed or tape or
pictures occasioned by an Event of Force
Majeure.
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(ii)
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For
the purpose of this MOU the term "Event of Force Majeure"
shall mean Act of God, revolution, national mourning, strikes, lock-outs
or other industrial action, failure or delay in transmit, satellite
failure, failure of any public utility or undertaking, terrorist action or
threat thereof, civil commotion, invasion, war, threat or preparation for
war, fire, explosion, storm, flood, earthquake, other natural disaster,
epidemic and any legislation, regulation or ruling of any government,
court or other such competent authority or any other cause affecting the
performance of this MOU arising from or attributable to acts, events,
non-happenings, omissions or accidents beyond the reasonable control of
the party affected.
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4.14 Non-Waiver
No
failure or delay by BCCI-IPL or GCV in exercising any right, power or privilege
hereunder shall operate as a waiver thereof or otherwise result in the loss of
such right, power or privilege nor shall single or partial exercise thereof
preclude any subsequent exercise in law in equity or otherwise.
4.15 No
Partnership
Nothing
contained in this MOU shall be interpreted as constituting a partnership or
joint venture between the parties hereto and neither party hereto shall have
authority to bind the other in any manner whatsoever unless otherwise expressly
provided in this MOU.
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(k)
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Schedule
2 to the Original Agreement setting out the payment schedule shall be
amended as follows:
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“Minimum
Annual Fee Payment Schedule
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Payment
Due Date
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Payment
Amount ($US)
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July
1, 2009
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$1,500,000
plus $750,000, a total of $2,250,000
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October
1, 2009
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$500,000
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January
1, 2010
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$500,000
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April
1, 2010
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$500,000
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July
1, 2010
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$500,000
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October
1, 2010
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$500,000
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January
1, 2011
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$500,000
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April
1, 2011
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$500,000
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July
1, 2011
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$500,000
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October
1, 2011
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$1,000,000
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January
1, 2012
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$1,000,000
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October
1, 2012
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$1,000,000
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January
1, 2013
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$1,000,000
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October
1, 2013
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$1,000,000
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January
1, 2014
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$1,000,000
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October
1, 2014
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$1,000,000
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January
1, 2015
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$1,000,000
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October
1, 2015
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$1,000,000
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January
1, 2016
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$1,000,000
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October
1, 2016
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$1,000,000
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January
1, 2017
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$1,000,000
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October
1, 2017
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$1,250,000
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January
1, 2018
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$1,250,000
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(5)
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Further Assurances. The
parties hereto shall execute and deliver such further assurances,
instruments and documents and do all such things and acts which shall be
necessary or appropriate for carrying out the purpose and intent of this
agreement.
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(6)
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Confidentiality and
Publicity. (a) No Party shall disclose (or permit or
cause its employees, agents or representatives to disclose), Confidential
Information (as defined in the MOU) disclosed to it (including information
disclosed during audit) by another Party, to any other person, without the
prior written consent of the other Party to whom the duty of
confidentiality is owed, Except That the Parties may disclose any such
Confidential Information: (a) if and to the extent required by Law or for
the purpose of any judicial proceedings; (b) if and to the extent required
by any regulatory or governmental body to which that party is subject
including the U.S. Securities and Exchange Commission (“SEC’); (c) to its
professional advisers (which shall include in the case of BCCI-IPL IMG),
auditors and bankers, and its (or its Affiliates') employees, agents or
representatives; (d) if and to the extent the information is or has come
into the public domain through no fault of that Party; or (e) if and to
the extent the other Party has given prior written consent to the
disclosure. BCCI-IPL acknowledges that upon execution of this
Agreement, Live Current must disclose this Agreement and the MOU to the
SEC.
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(b) Live
Current and BCCI-IPL agree to cooperate with respect to the form and content of
a joint press release to be issued by Live Current and BCCI-IPL on the signing
of this Agreement with respect to the termination of the MOU and this
Agreement. Neither Live Current nor GCV shall release any press
release relating to the MOU or this Agreement without BCCI-IPL’s prior written
approval which shall not be unreasonably withheld.
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(7)
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Representations of the
Parties. Live Current, BCCI-IPL, and GCV each represents to the
other Parties that: (a) it is duly organized and validly existing under
the laws of the jurisdiction of its incorporation and is in good standing;
(b) it has power to execute and perform its obligations under this
Agreement and has taken all necessary action to authorize such execution,
delivery and performance; (c) such execution, delivery and performance do
not violate or conflict with any law applicable to it, any provision of
its charter or bylaws, any order or judgment of any court or other agency
of government applicable to it or any of its assets or any contractual
restriction binding on or affecting it or any of its assets; (d) all
governmental and other consents that are required to have been obtained by
it with respect to this Agreement have been obtained and are in full force
and effect and all conditions of any such consents have been complied
with; and (e) its obligations under this Agreement constitute its legal,
valid and binding obligations, enforceable in accordance with their
respective terms.
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(8)
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Waiver. Any term of this
Agreement may be waived at any time by the Party that is entitled to the
benefit thereof, but no such waiver shall be effective unless set forth in
a written instrument duly executed by or on behalf of the Party waiving
such term or condition. No waiver by any Party of any term or condition of
this Agreement, in any one or more instances, shall be deemed to be or
construed as a waiver of the same or any other term or condition of this
Agreement on any future occasion. All remedies, either under this
Agreement or by any laws or otherwise afforded, will be cumulative and not
alternative.
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(9)
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Amendment. This
Agreement may be amended, supplemented or modified only by a written
instrument duly executed by or on behalf of each Party
hereto.
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(10)
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Binding Effect. This
Agreement is binding upon, inures to the benefit of and is enforceable by
the Parties and their respective successors and
assigns.
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(11) Entire Agreement. This
Agreement (of which the Schedule hereto forms an integral part) supercedes
all prior discussions, representations, warranties and agreements, both
written and oral, among the Parties with respect to the subject matter
hereof, and contains the sole and entire agreement among the Parties with
respect to the subject matter hereof. No prior drafts of this Agreement
and no words or phrases from any such prior drafts shall be admissible
into evidence in any action, suit or other proceeding involving this
Agreement.
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(12)
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Headings and Defined
Terms. (a) The headings used in this Agreement have been inserted
for convenience of reference only and do not define or limit the
provisions hereof. (b) Capitalised
terms used in this Agreement and not otherwise defined shall have the
meanings ascribed to them in the
MOU.
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(13)
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Invalid Provisions. If
any provision of this Agreement is held to be illegal, invalid or
unenforceable under any present or future laws, and if the rights or
obligations of any Party hereto under this Agreement will not be
materially and adversely affected thereby, (a) such provision will be
fully severable, (b) this Agreement will be construed and enforced as if
such illegal, invalid or unenforceable provision had never comprised a
part hereof, and (c) the remaining provisions of this Agreement will
remain in full force and effect and will not be affected by the illegal,
invalid or unenforceable provision or by its severance
herefrom.
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(14)
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Governing
Law
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(a)
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This
Agreement shall be governed by and construed in accordance with the
substantive laws of India. Any dispute arising out of or in
relation to this Agreement involving the interpretation or implementation
of the clauses of this Agreement, or the breach, termination or validity
thereof, shall be resolved in accordance with the procedures specified in
this clause which shall be the sole and exclusive procedure for the
resolution of any and all such disputes before seeking recourse to
Arbitration.
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(b)
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The
parties shall attempt in good faith to resolve any dispute arising out of
or relating to this Agreement promptly by good faith negotiations for a
period of twenty-one (21) days from date of issuance of written notice
that a dispute has arisen.
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(c)
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Any
dispute which has not been resolved as provided herein within 21 days of
the initiation of such procedure, shall be settled exclusively by
arbitration in Mumbai India, in accordance with ARBITRATION AND
CONCILIATION ACT, 1996. The arbitration tribunal shall consist
of 3 arbitrators, with each party designating one arbitrator and the said
chosen arbitrators designating the third arbitrator. The place
of arbitration in India shall be Chennai, and the language of arbitration
shall be English. The arbitrators are not empowered to award
damages in excess of compensatory damages and each party hereby
irrevocably waives any right to recover such damages with respect to any
dispute resolved by arbitration.
|
|
(d)
|
The
parties hereby agree any award of the tribunal shall be enforced in any
court of competent jurisdiction in
Mumbai.
|
|
(e)
|
This
Agreement shall be governed by and construed in accordance with the laws
of India and shall be subject to the exclusive jurisdiction of the courts
in Mumbai, India.
|
Execution
copy
12
The
parties to this Agreement have signed and entered into this Agreement on the day
and in the year first written above.
EXECUTED
AS A DEED
Signed
and delivered for
BOARD OF
CONTROL FOR CRICKET
IN
INDIA
In
accordance with the Memorandum and
Rules and
Regulations of the Board of Control
For
Cricket in India
/s/ Xxxxx
Xxxx
Name:
Xxxxx Xxxx
Position: Chairman
and Commissioner, Indian Premier League
Date: ___________________________
In the
presence of a WITNESS:
/s/ X.
X.
XxXxxxxxxx
Name: X.
X. XxXxxxxxxx
Date: ____________________________
Signed
and delivered for
LIVE CURRENT MEDIA Inc
/s/
C. Xxxxxxxx
Xxxxxxx
Name:
C. Xxxxxxxx Xxxxxxx
Position: Chairman
and CEO
Date: __________________________
Execution
copy
13
In the
presence of a WITNESS:
/s/
Xxx
Xxxxxxx
Name: Xxx
Xxxxxxx
Date: ____________________________
Signed
and delivered for
GLOBAL
CRICKET VENTURES PTE LTD
/s/
Xxxx
Xxxxxxxx
Name: Xxxx
Xxxxxxxx
Position: Director
and Acting CEO
Date: __________________________
In the
presence of a WITNESS:
/s/
Xxx
Xxxxxxx
Name: Xxx
Xxxxxxx
Date: __________________________
Execution
copy
14
SCHEDULE
1
The
Original Agreement or MOU
See Exhibit 10.2 to this
Current Report on Form 8-K
15
