Exhibit 10.3
EASEMENT AGREEMENT
THIS AGREEMENT is made effective this 9th day of September, 2013.
BETWEEN:
XXXXXX FEWER, of 0000 Xxxxxxxx Xxxx, XX #0, Xxxxxx, Xxxxxxx, X0X 0X0;
OF THE FIRST PART
AND:
XXXXXX FEWER, of 0000 Xxxxxxxx Xxxx, XX #0, Xxxxxx, Xxxxxxx, X0X 0X0;
OF THE SECOND PART
AND:
LISBOA LEISURE, INC., a company incorporated pursuant to the laws of
Nevada with an office located at X 00/X, Xxxxxxx, Xxxxxxxx, Xxx,
Xxxxx, 000000;
("Lisboa")
OF THE THIRD PART
WHEREAS:
A. Xxxxxx Fewer is the registered owner and Xxxxxx Fewer and Xxxxxx Fewer
(collectively, the "Grantors") are joint beneficial owners of the real property
that is operated as a farm and is located in Xxxxxx, Xxxxxxx, Xxxxxx with the
following legal description: Con 4, Xxx 00, XX, 00X0000, Part 1 - 0000 Xxxxxxxx
Xxxx, Xxxxxx, Xxxxxxx X0X 0X0 (the "Property");
B. Lisboa desires the use of a portion of the Property as defined in this
Agreement for the purposes of using it as a demonstration farm in order to
evaluate and exhibit the effects of using the surfactant known as GroGenesis;
C. In consideration of the share issuance described herein, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Grantors are willing to enter into this Agreement to provide
Lisboa with an easement in respect of the Property, subject to the terms and
conditions set forth herein;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
premises and mutual agreements and covenants herein contained, the parties
hereby covenant and agree as follows:
1. GRANTORS' REPRESENTATIONS
The Grantors jointly and severally represent and warrant to Lisboa now and at
the Closing Date that:
(a) the Grantors have good and sufficient right and authority to enter
into this Agreement on the terms and conditions herein set forth and
to grant the easement described herein to Lisboa;
(b) the performance of this Agreement will not be in violation of any
Agreement to which the Grantors are a party, whether written or
verbal, and will not give any person or company any right to terminate
or cancel any agreement or any right enjoyed by the Grantors and will
not result in the creation or imposition of any lien, encumbrance or
restriction of any nature whatsoever in favor of a third party upon or
against the Property; and
(c) the Grantors, and in particular, Xxxxxx Fewer, the registered owner of
the Property, have good and marketable title to the Property, which is
free and clear of all liens, charges and encumbrances.
2. LISBOA'S REPRESENTATIONS
Lisboa represents and warrants to the Grantor now and at the Closing Date that:
(a) Lisboa is a corporation duly incorporated, validly existing and in
good standing under the laws of Nevada and is a United States
reporting company; and
(b) Lisboa is in good standing with the U.S. Securities & Exchange
Commission (the "Commission"). All of Lisboa's filings submitted to
the Commission are true and accurate as at the date of such filing;
and
(c) Lisboa has good and sufficient right and authority to enter into this
Agreement on the terms and conditions herein set forth.
3. EFFECT OF REPRESENTATIONS
3.1 The representations and warranties of the Grantors and Lisboa (the
"Parties") set out above form a part of this Agreement and are conditions upon
which the Parties have relied in entering into this Agreement and shall survive
the acquisition of the Assets by Lisboa.
2
3.2 The Parties will indemnify and save each other harmless from all loss,
damage, costs, actions and suits arising out of or in connection with any breach
of any representation, warranty, covenant, agreement or condition made by it and
contained in this Agreement, including, without limitation, any legal fees or
related costs that a Party incurs in defending any legal action that alleges a
breach of any of these representations brought by a third party.
4. GRANT OF EASEMENT
For the mutual valuable consideration set forth in this paragraph, the Parties
hereby agree as follows:
4.1 The Grantors hereby grants to Lisboa the exclusive right to 10 acres located
on the west side of the Property to operate as a demonstration farm in order to
evaluate and exhibit the effects of using the surfactant known as GroGenesis,
and any subsequent crop enhancers and similar products of any nature in which
Lisboa may subsequently acquire an interest (the "Easement");
4.2 Lisboa agrees to defend, indemnify, and hold harmless the Grantors, and
their assigns, that may arise by reason of injury to any person or damage to any
property attributable to the deliberate acts or negligence of Lisboa, as well as
its officers, agents, and employees in connection with the use of the Easement;
4.3 The Easement shall remain in effect for a period of three years from the
date of this Agreement and shall automatically cease immediately upon the
occurrence of any of the following:
(a) Lisboa's abandonment, which shall be defined as non-use for any 12
consecutive months, whereupon all interests granted herein shall
revert to the Grantors;
(b) the death of either Grantor; or
(c) upon the sale of the Property to an arm's length third party.
4.4 In consideration of the Easement, Lisboa shall issue to the Grantors, or any
other parties designated by the Grantors, an aggregate of 2,500,000 post-split
shares of restricted common stock in the capital of Lisboa;
5. CLOSING
The sale and purchase of the Assets shall be closed at the office of Hacienda
Acres (Ontario time) on October 15, 2013 or on such other date or at such other
place as may be agreed upon by the parties (the "Closing Date" or "Closing").
3
6. FURTHER ASSURANCES
The parties hereto covenant and agree to do such further acts and execute and
deliver all such further deeds and documents as shall be reasonably required in
order to fully perform and carry out the terms and intent of this Agreement.
7. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement to date between the parties
hereto and supersedes every previous agreement, communication, expectation,
negotiation, representation or understanding, whether oral or written, express
or implied, statutory or otherwise, between the parties with respect to the
subject of this Agreement.
8. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
9. SEVERABILITY
If any one or more of the provisions contained herein should be invalid, illegal
or unenforceable in any respect in any jurisdictions, the validity, legality and
enforceability of such provisions shall not in any way be affected or impaired
thereby in any other jurisdiction and the validity, legality and enforceability
of the remaining provisions contained herein shall not in any way be affected or
impaired thereby.
10. APPLICABLE LAW
The situs of the Agreement is Aylmer, Ontario, and for all purposes this
Agreement will be governed exclusively by and construed and enforced in
accordance with laws prevailing in the Province of Ontario. The parties agree to
attorn to the jurisdiction of the Courts of the Province of Ontario.
11. ENUREMENT
This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns.
IN WITNESS WHEREOF this Agreement has been executed as of the day and year first
above written.
LISBOA LEISURE INC.
/s/ Xxxxxx Fewer per: /s/ Xxxxx Xxxxxxxxx
--------------------------------- ---------------------------------
XXXXXX FEWER Authorized Signatory
/s/ Xxxxxx Fewer
---------------------------------
XXXXXX FEWER
4
