Exhibit 4.10
Asset Acquisition Agreement
by and between
Oxford Investments Holdings Inc.
and
Xxxxxxxxxxx Xxxxxxx
This Agreement by and between, Oxford Investments Holdings Inc. a corporation
organized and existing pursuant to the laws of the province of Xxxxxxx, Xxxxxxx,
Xxxxxx (the "Corporation) with an address at 0000 Xxxxxxxx Xxx Xxxx, Xxxxx 000,
Xxxxxxx Xxxxxxx, X0X 0X0 (hereinafter referred to as the "Buyer"), and
Xxxxxxxxxxx Xxxxxxx with an address at 00 Xxxxxxxx Xx., Xxxxxxx, Xxxxxxx Xxxxxx
(hereinafter referred to as the "Seller");
Witnesseth
Whereas Seller wholly owns and operates a business under the name of Webstar
Internet Solutions ("Webstar") and desires to sell all of the assets of Webstar
hereinafter listed to the Buyer; and
Whereas Webstar provides a unique online payment system specifically designed
for online gaming; and
Whereas this payment system is backed by tier one Canadian banking and allows
Visa, Mastercard and American Express to be used in a totally approved manner;
and
Whereas the Buyer desires to purchase all the assets of Webstar and operate
Webstar as a wholly-owned subsidiary of Buyer upon the terms and subject to the
conditions hereinafter stated; and
Whereas this purchase and sale is limited to the assets hereinafter specifically
set forth, and it is the intention of the parties that Buyer shall not assume
any liabilities of the Seller or Xx. Xxxxxxx.
NOW, THEREFORE, the parties hereto in consideration of the mutual covenants,
agreements, and undertakings hereinafter set forth, do hereby agree as follows:
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1. Sale of Assets:
For the sum of one million (1,000,000) shares of the Corporation common stock,
no par value (the "Stock"), the Seller agrees to sell and Buyer agrees to
purchase all of the rights, title, interest, in and to Webstar and its assets,
including all goodwill, technologies, source codes, developed products, all
business dealings, and relationships, patents and trademarks all as set forth
and described in Exhibit A attached to the attached Xxxx of Sale.
The purchase price will be paid with one million (1,000,000) restricted shares
of the Corporation common stock no par value.
2. Covenant Not to Compete
Seller covenants that after the closing date of this Agreement, he shall not
solely or jointly with any other person, firm, or corporation other than the
Corporation, either directly or indirectly, carry on, engage in, or be
interested in any manner in a business as conducted by or proposed to be
conducted by WebStar or similar to or related to the business conducted by
WebStar within the province of Toronto, Ontario for a period of two (2) years
from the date of this Agreement without the prior written consent of Buyer.
3. Representations by Seller
Seller jointly and severally covenants and represents:
a) That he is the sole owner of, and has good and marketable title to, all of
the assets including all goodwill, technologies, source codes, developed
products, all business dealings, and relationships, patents and trademarks all
as specifically enumerated in the attached Exhibit A to the Xxxx of Sale, free
and clear of all debts and encumbrances, and said assets shall be enjoyed by
Buyer free and clear of all encumbrances.
b) That neither Xx. Xxxxxxx nor Webstar has entered into any contracts related
to its business, such as union agreements, other than the utility bills accruing
in the ordinary course of business.
c) That there are presently and will be at the time of closing, no liens or
security interests against Webstar and or its assets being transferred herein.
d) That all of the assets to be transferred to Buyer by Seller are now and at
the closing date will be in the possession of Seller and will not be removed
therefrom without the prior written consent of the Buyer.
e) Consents. No
consent from or other approval of a governmental entity or other person is
necessaryF in connection with the execution of the Agreement or the consummation
of the business of Seller by Buyer in the manner previously conducted by Seller.
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f) Inventory. The Inventory, if any, is merchantable and fit for intended use
and is free of any material defects in workmanship. The finished goods
Inventory, if any, is of a type, quantity, and quality usable and salable in the
ordinary course of business of the Seller.
g) Insurance. Exhibit "B" annexed hereto lists and describes all insurance
policies and invoices now in force with respect to the purchased assets and the
business of the Seller. Buyer has the option to assume the insurance policy
subject to insurance company approval.
h) Licenses, Permits and Consents. There are no licenses or permits currently
required by the Seller for the operation of the business of the Seller, other
than a business license required by the province of Xxxxxxx, Xxxxxxx.
i) Litigation. There are no actions, suits, proceedings, or investigations
pending or, to the knowledge of the Seller, threatened against or involving
Seller or brought by Seller or affecting any of the purchased property at law or
in equity or admiralty or before or by any federal, state, municipal, or other
governmental department, commission, board, agency, or instrumentality, domestic
or foreign, nor has any such action, suit, proceeding, or investigation been
pending during the 24-month period preceding the date hereof; and Seller is not
operating its business under or subject to, or in default with respect to, any
order, writ, injunction, or decree of any court of federal, state, municipal, or
governmental department, commission, board, agency, or instrumentality, domestic
or foreign.
j) Compliance with Laws. To the best of its knowledge, Seller has complied with
and is operating its business in compliance with all laws, regulations, and
orders applicable to the business conducted by it, and the present uses by the
Seller of the purchased assets do not violate any such laws, regulations, and
orders. Seller has no knowledge of any material present or future expenditures
that will be required with respect to any of Seller's facilities to achieve
compliance with any present statute, law, or regulation, including those
relating to the environment or occupational health and safety.
k) Disclosure. No representation or warranty by the Seller contained in this
Agreement, and no statement contained in any certificate or other instrument
furnished or to be furnished to Buyer pursuant hereto, or in connection with the
transactions contemplated hereby, contains or will contain any untrue statement
of a material fact or omits or will omit to state any material fact that is
necessary in order to make the statements contained therein not misleading.
l) Liabilities. Seller has as of the purchase date and shall have on the closing
date no liabilities of any kind whatsoever, contingent or otherwise.
4. Sales Tax
Seller shall be responsible for and shall pay all presently due and owing sales
tax due for any inventory or supplies as described herein that were purchased by
Seller prior to the closing date hereof. Seller, prior to the closing date,
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shall fill out and file all required forms notifying the appropriate taxing
authorities of the transfer of assets.
5. Bulk Transfer
The parties have agreed to waive the requirements of any Bulk Transfer
provisions of any applicable law. Seller shall jointly and severally indemnify
Buyer against any and all claims made by the creditors of the Seller. Seller's
indemnification, representation, and warranty shall survive the closing of this
agreement.
6. Indemnification Provisions
It is agreed by and between the parties that the Seller shall jointly and
severally indemnify and hold Buyer and its assigns harmless from any and all
claims of any nature whatsoever, including without limitation:
a. Tort claims for periods prior to the closing date;
b. Any creditor claims for periods prior to the closing date; and
c. Any claims that may be made hereinafter on account of any claims made under
any patent, trademark or service xxxx and all other claims of whatever nature or
form on account of the operation of WebStar ending on and accruing up to the
closing date.
d. Any claims for wages, vacation, sick pay, or fringe benefits claimed by
WebStar's employees for periods prior to the closing date.
7. Covenants of Seller
The Seller covenants with the Buyer as follows:
a. The Xxxx of Sale to be delivered at the closing date will transfer all the
assets enumerated in the attached appendices free and clear of all encumbrances
and will contain the usual warranties;
b. The business will be conducted up to the closing date in substantially the
same manner as it has been conducted in the past and in accordance with all
applicable laws and regulations;
c. The Seller assumes all risk of destruction, loss, or damage due to fire,
storm, flood, or other casualty up to the closing date.
8. Conditions Precedent of Buyer
The obligations of the Buyer hereunder are subject to the conditions that on or
prior to the closing date:
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(a) Representations and Warranties True at Closing. The representations and
warranties of the Seller contained in the Agreement or any certificate or
document delivered pursuant to the provisions hereof or in connection with the
transactions contemplated hereby shall be true on and as of the closing date as
though such representations and warranties were made at and as of such date,
except if such representations and warranties were made as of a specified date
and such representations and warranties shall be true as of such date.
(b) Seller's Compliance with Agreement. The Seller shall have performed and
complied with all agreements and conditions required by this Agreement to be
performed or complied with by it prior to or at the closing of the Agreement.
(c) Resolutions and Seller's Certificate. The Seller shall have delivered to the
Buyer copies of the resolutions of the board of directors of the Seller
authorizing the transactions contemplated herein, with such resolutions to be
certified to be true and correct by its secretary or assistant secretary,
together with a certificate of an officer of the Seller, dated the closing date,
certifying in such detail as the Buyer may request to the fulfillment of the
conditions specified in subparagraphs (a) and (b) above.
(d) Injunction. On the closing date, there shall be no effective injunction,
writ, preliminary restraining order, or any order of any nature issued by a
court of competent jurisdiction directing that the transactions provided for
herein or any of them not be consummated as herein provided.
(e) Approval of Proceedings. All actions, proceedings, instruments, and
documents required to carry out this Agreement or incidental thereto, and all
other related legal matters shall have been approved by counsel for the Buyer.
(f) Casualty. The purchased assets or any substantial portion thereof shall not
have been adversely affected in any material way as a result of any fire,
accident, flood, or other casualty or act of God or the public enemy, nor shall
any substantial portion of the purchased property have been stolen, taken by
eminent domain, or subject to condemnation. If the closing occurs hereunder
despite such casualty as a result of the waiver of this condition by Buyer, the
Seller shall assign or pay over to the Buyer the proceeds of any insurance or
any condemnation proceeds with respect to any casualty involving the purchased
property that occurs after the date hereof.
(g) Adverse Change. There shall have been between the purchase date and the
closing date no material adverse change in the assets or liabilities or in the
condition, financial or otherwise, or in the business, properties, earnings, or
net worth of Seller.
9. Closing Date
This Agreement shall be closed and the necessary documents delivered on April 5,
2006 or at such other time and place as may be mutually agreed upon, and payment
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shall be then made. At the closing, the Seller shall deliver to Buyer an
appropriate Xxxx of Sale of the assets specified to be sold in return for
payment as called for herein.
10. Securities Law Restrictions
Seller agrees that the Stock acquired hereunder may be sold or transferred only
upon compliance with the Securities Act of 1933, as amended (the "Act"), and any
other applicable securities law, or pursuant to an exemption therefrom. If
deemed necessary by the Corporation to comply with the Act or any applicable
laws or regulations relating to the sale or issuance of securities, the Seller,
at the time of any sale and as a condition imposed by the Company, shall
represent, warrant and agree that the shares of Stock are being held for
investment and not with any present intention to resell the same and without a
view to distribution, and the Seller shall, upon the request of the Company,
execute and deliver to the Company an agreement to such effect. The Seller
acknowledges that the stock certificate representing Stock will be issued with
the following restricted securities legend.
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR
TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION
UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL
REASONABLY ACCEPTABLE TO THE CORPORATION STATING THAT SUCH
SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.
11. Miscellaneous
a. This Agreement supersedes all prior agreements between the parties and may
not be changed orally.
b. The terms and conditions of the Agreement shall be binding upon the
distributees, representatives, successors, and assigns of the respective
parties.
c. This Agreement shall be construed pursuant to the laws of the Province of
Ontario Canada without regard to conflict of law provisions.
d. This Agreement may be executed in two (2) or more counterparts, each of which
shall be deemed to be an original and all of which shall constitute a single
instrument, and the signature of any party of any counterpart shall be deemed a
signature to any and may be appended to any other counterpart.
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12. Entire Agreement/Modification
This Agreement contains the entire agreement between the parties hereto with
respect to the transactions contemplated herein and no representation, promise,
inducement, or statement of intention relating to the transactions contemplated
by this Agreement has been made by any party that is not set forth in the
Agreement. This Agreement shall not be modified or amended except by an
instrument in writing signed by or on behalf of the parties hereto.
IN WITNESS WHEREOF, the parties have signed this Agreement, this 5th day of
April, 2006.
Seller: Xxxxxxxxxxx Xxxxxxx Buyer: Oxford Investments Holdings Inc.
By: /s/ Xxxxxxxxxxx Xxxxxxx By: /s/ Xxxxxxx Xxxxxxx
------------------------ --------------------
Xxxxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx
President & CEO
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XXXX OF SALE
Xxxxxxxxxxx Xxxxxxx with an address at 00 Xxxxxxxx Xx., Xxxxxxx, Xxxxxxx Xxxxxx
(hereinafter referred to as the "Seller"), in consideration of one million
shares (1,000,000) of Oxford Investments Holdings Inc. (the "Corporation")
common stock, no par value to be paid by the Corporation ("Buyer") the receipt
of which is hereby acknowledged, do hereby grant, sell, transfer and deliver
unto Buyer the following:
All the assets listed in Section 1 of that certain Asset Acquisition Agreement
dated as of even date herewith between Seller and Buyer and attached hereto as
Exhibit A.
To have and to hold the same to Oxford Investments Holdings Inc. and its
shareholders, executors, administrators, successors and assign, to their use
forever. And Seller hereby covenants with the Buyer that he is the lawful owner
of said assets; that they are free from all encumbrances; that he has good right
to sell the same as aforesaid; and that he will warrant and defend the same
against the lawful claims and demands of all persons.
IN WITNESS WHEREOF, the parties have signed this Agreement, this 5th day of
April, 2006.
Seller: Xxxxxxxxxxx Xxxxxxx Buyer: Oxford Investments Holdings Inc.
By: /s/ Xxxxxxxxxxx Xxxxxxx By: /s/ Xxxxxxx Xxxxxxx
------------------------ --------------------
Xxxxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx
President & CEO
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EXHIBIT A
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The name WebStar Internet Solutions and the website address xxx.xxxxxxx.xxx.
WebStar revolutionary unique online payment system specifically designed for
online gaming.
FEATURES
Backed by tier one Canadian banking and allowing Visa MasterCard and Amex to be
used in a totally approved manner. The System is designed to eliminate 7995
declines and high risk chargeback occurrences. The worldwide platform will lower
merchant costs and increase successful processing, provide instant payout and
payins to integrated online gaming sites.
The system will be enhanced with loyalty programs and a worldwide ATM and Points
of Sale (POS) acceptance through both Interac and Maestro Cirrus.
Webstar Internet Solutions ensures the following abilities will be transferred
to Oxford via transfer of all goodwill, associated technologies, source codes,
developed products and source codes, all business dealings and relationships,
patents and trademarks.
All transfers will result in Oxford being able to provide the following services
through the acquisition:
SPECIFICATIONS
Security
Secure, powerful, flexible and provides all the control that you need
without Big Bank inconveniences
Accounts are secured up to $60,000,000.00 as per Canadian Depositary
Insurance policies
Complies with all security features of Canadian banking system
Track all card activity by web, phone or live customer service support
Confidential, not related to a personal bank account
ATM cash withdrawal up to $500 per transaction; $5000 per day maximum
Virtual statement accessible with personalized PIN and password
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SPECIFICATIONS
Convenient Access
Access to funds globally in seconds
Use at any ATM or retailer anywhere that you see Interac, Cirrus or
Maestro
Instant access 24/7/365
Cards can be issued with a private label or corporate logo and as a
banking and membership system for private organizations
LOADING FEATURES
No loading limit
Can be loaded from several Points of Sale (POS) and networks in North
America
Can be loaded directly via Internet, using credit card (Visa, MC,
Amex), card to card or from bank account
Can be loaded by phone
Card can be loaded 24/7/365
DEBIT CARD
CASINO PAYMENTS
Using your Webstar debit card is the safest and most convenient way of
opening an account and making additional deposits
In order to deposit, first register with the Casino as a Real Player
and then access the banking section
From there follow the instructions
CASINO MERCHANT
ADVANTAGES
Webstar, the most flexible debit
card solution for Merchants;
Webstar Wallet, designed with merchants in mind.
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It provides:
A built-in funding guarantee mechanism that fosters instant
customer acquisition
A Variable Guarantee Funds Pricing to minimize costs
Consumers can quickly and easily create a Webstar account through
a simple re-direct to our website at xxx.Xxxxxxx.xxx
By taking advantage of Webstar's unique Instant Funds Guarantee
Capability, merchants can provide the capability to immediately
grant credit to these consumers
BENEFITS TO MERCHANTS
GUARANTEED Funds - No chargeback risk
Variable Risk Based Pricing - lower processing costs
Free accounts for consumers
Multiple currencies
Multiple languages
CORPORATE CARD
Brand your business
Load and access money efficiently anywhere - anytime
Pay out commissions and clients instantly
Get powerful tracking of all card activities
Distribute funds regardless of locations. Manage expense accounts
accurately
Enhance client services. Create a direct link between any
enterprise and its cardholders
Independent payment solutions, no need for intermediaries
Employees benefit from immediate access to cash
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Save time and money by eliminating administration
All advantages of a regular debit card
FAMILY CARD
Parents are always informed and in control
Webstar gives the family the power to deposit funds, control and track
spending
Great tool to teach money management skills
Benefit from security, flexibility and independence
The Webstar card is safer than carrying cash. If the card is lost the
money is not
Parents have peace of mind knowing that funds can be accessible
24/7/365
A son or daughter can use the card, but always under the parents'
supervision
TRAVEL CARD
Access 24 hours per day/7 days per week /365 days per year
Rechargeable cards from any computer and specified addresses
Eliminates travelers cheques
Several cards can be made available from same account. Ideal for
family vacations
Direct access to account via telephone or internet
Superior customer service
Money can be loaded by family members back home or employer
Worry free - cards cannot be accessed without a PIN or password
GIFT CARD
Gift cards are the new and more appreciated way to give in the gift
certificate industry
We foresee the distribution of one million gift cards within the next
18 months
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Gift card can be programmed to limit usage to one or group of
merchants
Wonderful branding opportunity for any business
Extremely convenient as a gift to children.
Easy for business to control and promote loyalty programs.
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