EXHIBIT 2.1
Agreement
dated as of
September 30, 1998
between
Cybermax Tech, Inc.
and
Xxxxxxxxx Technologies Corporation
with respect to the shares of common stock of
Gameverse, Inc.
TABLE OF CONTENTS
Page
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Cover 1
Table of Contents 2
Section 1 Exchange of Stock...............................................3
Section 2 Closing.........................................................3
Section 3 Representations, Warranties and Covenants of Shareholder........3
Section 4 Representations and Warranties of GLFC.........................10
Section 5 Conditions Precedent to Obligations of GLFC....................14
Section 6 Conditions Precedent to Obligations of Shareholder.............15
Section 7 Additional Covenants by Shareholder............................16
Section 8 Additional Covenants by GLFC...................................17
Section 9 Indemnity Obligation...........................................18
Section 10 Miscellaneous Provisions.......................................19
Exhibit A Shares Owned by Cybermax Tech, Inc.
Exhibit B Gameverse liabilities
Exhibit C Gameverse litigation
Exhibit D Gameverse liens
Exhibit E Gameverse Real Property
Exhibit F Gameverse Contracts
Exhibit G Gameverse Bank Account
Exhibit H Gameverse Insurance
Exhibit I Gameverse Labor Matters
Exhibit J Gameverse Intellectual Property
Exhibit K Gameverse Benefit Plans
Exhibit L GLFC Securities Outstanding
Exhibit M GLFC Liabilities
Exhibit N GLFC Litigation
Exhibit O GLFC Tax Matters
Exhibit P GLFC Liens
Exhibit Q GLFC Real Property
Exhibit R GLFC Related Party Matters
Exhibit S Transition Services Agreement
Exhibit T Registration Rights Agreement
Exhibit U Option Agreement A
Exhibit V Option Agreement B
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AGREEMENT
AGREEMENT ("Agreement"), effective as of September 30, 1998, between
Xxxxxxxxx Technologies Corporation, a Delaware corporation ("GLFC"), and
Cybermax Tech., Inc., a Florida corporation and wholly owned subsidiary of
Riverside Group, Inc., also a Florida corporation ("Shareholder"), being the
owner of all of the issued and outstanding voting stock of Gameverse, Inc., a
Florida corporation ("Gameverse").
WHEREAS, GLFC wishes to acquire and the Shareholder wishes to transfer all
of the issued and outstanding voting stock of Gameverse.
NOW, THEREFORE, GLFC and the Shareholder adopt this plan of reorganization
and agree as follows:
Section 1. Exchange of Stock.
1.1 Number of Shares. The Shareholder agrees to transfer to GLFC at the Closing
1,000 shares of voting common stock of Gameverse, $.01 par value, hereinafter
referred to as ('Shares"). In exchange, GLFC agrees to issue to Shareholder at
the Closing 14,687,585 shares of voting common stock of GLFC hereinafter to be
referred to as ("GLFC Shares") and an Option in the form of Exhibit U, ("Option
A") hereto and an Option in the form of Exhibit V hereto ("Option B") at the
Closing.
1.2 Deliver of Certificates by Shareholder. The transfer of Gameverse Shares by
the Shareholder shall be effected by the delivery to GLFC at the Closing of
certificates representing the transferred Shares endorsed in blank or
accompanied by stock powers executed in blank, with all signatures guaranteed by
a national bank and with all necessary transfer tax and other revenue stamps.
Affixed at the Shareholder's expense. This issuance of GLFC shares, Option A and
Option B by GLFC shall be effected by the delivery to Shareholder at the Closing
of certificates issued in the Shareholder's name.
1.3 Further Assurances. At the Closing and from time to time thereafter, the
Shareholder and GLFC shall execute such additional instruments and take such
other action as either of them may reasonably request of the other in order to
more effectively transfer, assign or issue, as the case may be, the transferred
stock to Shareholder or GLFC and to confirm the relevant party's title thereto.
Section 2. Closing. The closing for the exchange of the Shares for the GLFC
Shares (the "Closing") shall take place at the offices of GLFC located at 00
Xxxxxxx Xxxxxxx, Xxxxxx, Xxx Xxxxxx 00000 and is to be effective as of September
30, 1998. The date and time of the closing determined in accordance with the
preceding provisions of this Section 3 are herein referred to as the "Closing
Date".
Section 3. Representations, Warranties and Covenants of Shareholder.
Shareholder represents and warrants to, and covenants with, GLFC as follows:
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A. Title to the Shares. Shareholder is the lawful record and beneficial
owner of the Shares, as indicated on Exhibit A hereto; the Shares so owned by
the Shareholder are free and clear of all security interests, liens,
encumbrances, claims and equities of every kind, except as created by this
Agreement, and are duly authorized, validly issued and outstanding, fully paid
and nonassessable.
B. No Other Equity Securities Issued. On the closing date hereof, the
issued and outstanding equity securities of GAMEVERSE of all classes and kinds
consist exclusively of the Shares.
C. Capacity of and Execution by Shareholder. The President and Secretary of
the Shareholder have full legal power and capacity to execute, deliver and
perform this Agreement, and to deliver certificates representing the Shares
owned by Shareholder as indicated on Exhibit A hereto, and have full legal power
to exchange the Shares with GLFC in accordance with this Agreement. Without
limiting the generality of the foregoing, no authorization, consent or approval
or other order or action of or filing with any court, administrative agency, or
other governmental or regulatory body or authority is required for the execution
and delivery by the Shareholder of this Agreement or Shareholders' consummation
of the transactions contemplated hereby; this Agreement has been duly and
validly executed and delivered by Shareholder and constitutes the valid and
binding obligation of Shareholder enforceable in accordance with its terms,
except as its enforceability is limited by bankruptcy, reorganization,
insolvency, moratorium and similar laws presently or hereafter in effect
affecting the enforcement of creditors' rights and generally and subject to
general principles of equity; and transfer and delivery of the Shares to be
exchanged by Shareholder with GLFC hereunder in accordance with this Agreement
will vest good title to the Shares in GLFC free and clear of all security
interests, liens, encumbrances, claims and equities of every kind other than
restrictions on disposition contained in applicable federal and state securities
laws.
D. Other Right to Acquire Shares. Except as set forth on Exhibit A hereto,
neither the Shareholder nor GAMEVERSE is a party to any contract or agreement,
oral or written, other than this Agreement whereby, it has granted to anyone any
right, whether absolute, contingent or otherwise, to purchase, obtain or acquire
any rights in any securities of Gameverse of any class or kind now outstanding
or to be issued, including the Shares.
E. Corporate Existence, Power and Authority. GAMEVERSE is a corporation
duly organized, validly existing and in good standing under the laws of Florida
and has all requisite corporate power and authority to carry on its business as
now being conducted, and to own, lease or otherwise hold its properties.
Qualification as a Foreign Corporation. GAMEVERSE is qualified as a foreign
corporation in each jurisdiction where such qualification is required, except in
those jurisdictions where the failure to be so qualified would not have a
material adverse effect on the business, operations or financial conditions of
GAMEVERSE or its business.
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G. Conflict With Other Instruments. Neither the execution and delivery of
this Agreement by Shareholder nor the consummation by Shareholder of the
transactions contemplated in this Agreement will (a) conflict with, or result in
a breach of, the terms, conditions or provisions of, or constitute a default (or
an event which would by notice or lapse of time or both become a default) or
permit acceleration or termination of obligations under, or result in the
creation of a lien or encumbrance on any of the properties of GAMEVERSE pursuant
to (i) the certification of incorporation or by-laws of GAMEVERSE (true copies
of which Shareholder has furnished to GLFC) or (ii) any indenture, mortgage,
lease, agreement, or other instrument which is material in nature to which
GAMEVERSE or Shareholder is a party or by which it or they, or any of its or
their properties, may be bound or affected, or (b) violate any law, rule, order,
or regulation, material in nature, to which GAMEVERSE or either Shareholder is
subject or by which it or they or its or their properties are bound.
H. Brokers or Finders. There is no broker or finder involved on behalf of
the Shareholder in connection with the transactions contemplated by this
Agreement.
I. Liabilities and Obligations. GAMEVERSE, except as described or set forth
in Exhibit B hereto, has no material debts, liabilities or obligations of any
nature whether accrued, absolute, contingent or other, and whether due or to
become due, including, but not limited to, liabilities or obligations on account
of taxes, other governmental charges, duties, penalties, interest or fines, and
there is no basis for the assertion against GAMEVERSE of any such debt,
liability or obligation except
To the extent set forth or reserved against or reflected in the August 31, 1998
Balance Sheet; Liabilities and obligations incurred, and obligations arising
under agreements listed on Exhibit F or entered into, in the ordinary course of
business since August 31, 1998 Liabilities or obligations incurred in connection
with the execution of this Agreement; and notwithstanding anything to the
contrary set forth above, all intercompany debt of Gameverse to Shareholder or
any affiliate or subsidiary thereof shall be forgiven immediately prior to the
Closing Date.
J. Litigation, Etc. Except for third party collection actions brought in
the ordinary course of the Gameverse business, there are no actions, suits,
investigations or proceedings pending in any court or before any governmental
agency, other than those set forth on Exhibit C hereto, to which GAMEVERSE is a
party which if determined adversely to GAMEVERSE might materially affect the
properties, business, future prospects of financial condition of GAMEVERSE and
to the knowledge of the Shareholder there is no litigation, proceeding, claim,
grievance, or controversy threatened against Gameverse with regard to or
affecting its properties or its business as now or heretofore conducted by it
which if determined adversely to might materially and adversely affect the
properties, business, future prospects or financial condition of GAMEVERSE.
There is no action, suit, proceeding or investigation which is pending or to the
knowledge of Shareholder, threatened which questions the validity or propriety
of this Agreement, or any action taken or to be taken by Shareholder or in
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connection herewith. GAMEVERSE is not subject to any judicial injunction or
mandate or any quasi-judicial order or quasi-judicial restriction directed to or
against it as a result of its ownership of its properties or its conduct of its
business as now or heretofore conducted by it and no governmental agency has at
any time challenged or questioned in writing the legal right of GAMEVERSE to
conduct its business or any part thereof as now heretofore conducted which
challenge if determined adversely to Gameverse might materially and adversely
affect the properties, business, future prospects or financial condition of
Gameverse.
K. Compliance With Laws, Etc. GAMEVERSE has complied with all laws and
regulations of any applicable jurisdiction with which it is or was required to
comply in connection with its ownership of its properties and operation of its
business (including without limitation the Occupational Safety and Health Act of
1970, as amended, the Employee Retirement Income Security Act of 1974, as
amended, and the Reorganization Plan No. 3 of 1970, establishing the
Environmental Protection Agency, as amended), the enforcement of which would
have a material and adverse effect on the ownership of its properties or the
conduct of the Business. GAMEVERSE has all governmental permits and permissions
material to the ownership of its properties or the conduct of its Business as
now conducted. It has not received any notice or communication from any
authority with respect to non-compliance with any of the foregoing, which
non-compliance has not been cured.
L. Compliance With Securities Act; Restriction on Transfer. Neither the
Shareholder nor any agent acting on its behalf, has taken, or will take, any
action which would require the Shares to be subject to the registration
provisions of Section 5 of the Securities Act of 1933, as amended, or any
applicable state securities laws. Shareholder represents that it is purchasing
the Common Stock for its own account and without any intent to distribute it.
Shareholder will not sell or otherwise dispose of any such shares without
furnishing an opinion of counsel satisfactory to GLFC that the proposed
disposition will comply with applicable securities law and it acknowledges that
the shares may be appropriately legended.
M. Third Party Consents. In respect of the transfer of the Shares to GLFC
and the consummation of transactions contemplated hereunder, no consent of any
third party is necessary or required by any certificate of incorporation,
by-laws, indentures, mortgages, leases, agreements or other instruments to which
either Shareholder or GAMEVERSE or any of their or its properties may be bound
or affected, or under any applicable law or regulation to which either
Shareholder or GAMEVERSE is subject or by which it or they or its or their
properties are bound.
N. Material Information, Etc. Neither the Exhibits attached hereto, nor any
written material provided by Shareholder to GLFC or its counsel (or to be
provided prior to Closing, in connection with the negotiations of the sale of
the Shares contained) (nor shall contain), as of their respective dates, nor
does this Agreement contain, any untrue statement of a material fact or omit a
material fact necessary to make information contained therein or herein not
misleading. There is no fact or condition which Shareholder has not disclosed to
GLFC in writing what materially adversely affects the properties, business,
prospects or condition (financial or otherwise) of GAMEVERSE or the ability of
Shareholder to perform this Agreement.
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O. Financial Statements. Shareholder has heretofore delivered to GLFC the
following financial statements: the balance sheet of Gameverse as of August 31,
1998 (the "August 31, 1998 Balance Sheet"), its statements of income and
retained earnings for the 8-month period ending August 31, 1998. Each such
financial statement, including the notes contained therein, fairly presents the
financial position of Gameverse at the date thereof and the results of its
operations for the period purported to be covered thereby.
P. Absence of Certain Events. Since August 31, 1998, there has not been:
Any change in the financial position, or the properties, assets, liabilities,
business or prospects of GAMEVERSE except changes in the ordinary course of
business which have not been "materially adverse".
Any damage, destruction or loss (whether or not covered by insurance) which
might materially and adversely affect the properties, assets, business or
prospects of GAMEVERSE.
Any sale, lease, abandonment, encumbrance or other disposition by GAMEVERSE of
any material real property, or, other than in the ordinary course of business,
of any material machinery, equipment or other operating property, or any sale,
assignment, transfer license or other disposition by GAMEVERSE of any material
patent, trademark, trade name, or other intangible asset.
Q. Tax Returns and Payments. All federal, state and local tax returns
pertaining to Gameverse for periods prior to and ending on the date of closing
have been filed or will be the responsibility of SHAREHOLDER and all taxes due
and payable on such returns attributable to GAMEVERSE will be the responsibility
of the SHAREHOLDER. The elimination of intercompany debt between Gameverse and
any affiliate of Riverside whether by forgiveness or capital contribution will
occur immediately prior to Closing and be reflected on the Gameverse tax return
which is filed consolidated with the SHAREHOLDER.
GAMEVERSE will timely prepare all Federal, State and local tax Returns with
respect to periods beginning after the Closing Date and be responsible for the
payment of any taxes due with respect to such returns.
R. Title to Assets. GAMEVERSE has good, indefeasible and marketable title
to all of the assets and properties it purports to own (including the assets and
properties set forth in the August 31, 1998 Balance Sheet, other than those held
under lease but capitalized for balance sheet purposes, or those disposed of in
the ordinary course of business after the date thereof), free and clear of any
mortgage, pledge, lien, lease, encumbrance, security interest or other charge
other than those listed and described in Exhibit D hereto, and in the case of
each parcel of real estate owned, or occupied under lease, subject to no
restrictions, easements or title objections that would impair the usefulness
thereof for the purposes for which it is used. The parcels of real estate owned
by Gameverse, or occupied by it under lease, are briefly described in Exhibit E.
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S. Condition of Facilities. All buildings, offices, shops and other
structures and all machinery, equipment, computers, electronics, tools,
fixtures, motor vehicles, spare parts, and other properties owned or used by
GAMEVERSE (whether under its control or the control of others) are in good
operating condition and repair, reasonable wear and tear excepted, are to such
Shareholder's knowledge in compliance with applicable laws and regulations, and
are adequate and sufficient for all operations conducted by GAMEVERSE.
T. Contracts. Exhibit F hereto contains, except as noted, a true and
complete schedule of all material contracts, agreements, commitments and other
documents to which GAMEVERSE is a party or by which GAMEVERSE or any of the
properties of GAMEVERSE is bound, including the following:
Each contract, agreement or commitment in respect of the sale of products or the
performance of services, or for the purchase of raw materials, supplies,
services or utilities, other than purchase orders for materials made in the
ordinary course of GAMEVERSE's business, or any contract, agreement or
commitment which involves payments or receipts by GAMEVERSE of less than
$10,000.
Each sales agency, distributorship, franchise, multimedia, development,
internet, license agreement or marketing agreement.
Each collective bargaining, union, employment, consulting or secrecy agreement.
Each contract, agreement, commitment or license relating to any patent,
trademark, trade name, brand name, copyright, invention, process, know-how,
formula, pattern, design or trade secret.
Each loan or credit agreement, guaranty, mortgage, security agreement, lease or
lease purchase agreement or instrument evidencing indebtedness.
Each partnership, joint venture, joint operating or similar agreement.
Each contract, agreement or commitment other than those of the types covered
above which (i) involves payments or receipts by GAMEVERSE of $10,000 or more,
or (ii) is not terminable by GAMEVERSE without penalty or not to be fully
performed within six months from the date hereof (except in the case of any
immaterial agreement covering routine services or supplies provided to
GAMEVERSE), or (iii) otherwise materially affects the condition (financial or
other), properties, assets, businesses or prospects of GAMEVERSE.
All such contracts, agreements and commitments are legally valid and
binding and in full force and effect, and there are no defaults thereunder or
any event or condition which upon notice and/or lapse of time would constitute a
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default. Copies of all the documents described in such Exhibit (other than
automobile leases) have heretofore been delivered to GLFC and are true and
complete and include all amendments and supplements thereto and modifications
thereof.
U. Bank Accounts. Exhibit G hereto sets forth the name and location of each
bank in which GAMEVERSE has an account or safe deposit box and the names of all
person's authorized t o draw thereon or have access thereto.
V. Insurance. Exhibit H. Hereto sets forth an accurate list of all
Insurance coverage maintained by or for the benefit of GAMEVERSE or any officer
or employee of GAMEVERSE, showing in each case the amount of coverage, the
insurance carrier, the type of coverage provided, and the period of time (during
the last two years) during which such coverage has been in effect.
W. Labor Disputes; Unfair Labor Practices. There is not pending or
threatened any labor dispute, strike or work stoppage of employees of GAMEVERSE,
nor any organizational activity relating to such employees, except as described
in Exhibit I hereto. There is not now pending or threatened any charge or
complaint against GAMEVERSE by the National Labor Relations Board or any
representative thereof.
X. Patents - Trademarks - Copyrights. Exhibit J. sets forth all of the
patents, trademarks, licenses and copyrights owned or held by GAMEVERSE and
their registration No. and copies of the registration certificates are attached
thereto.
Exhibit J lists all trademark names, patents, licenses and copyrights owned
or held by Shareholder or affiliates or subsidiaries which are or were employed
in the business of Gameverse which are being conveyed to GLFC hereby. Exhibit J
lists all trademarks, patents, names, licenses and copyrights employed by the
Shareholder, affiliates or subsidiaries in the business of Gameverse but which
are not being conveyed to Gameverse or GLFC in this transaction.
Y. Employee Benefit Plans. Exhibit K. Hereto sets forth an accurate list of
all employee benefit plans and trusts incident thereto ("Plans") which GAMEVERSE
has established and the documents relating thereto. Shareholder warrant and
represent that the copies of said documents which have been furnished to Buyer
by Shareholder are true, correct and complete copies of the originals. The
Internal Revenue Service has issued favorable Determination Letters with respect
to the qualified status of all the Plans (and the Trusts incident thereto), all
as amended to the respective dates of such letters, under Sections 401 and 501
of the Internal Revenue Code ("Code"); all of the Plans (and Trusts incident
thereto) are being operated in compliance with all applicable requirements of
qualified plans under the Code and the employee Retirement Income Security Act
of 1974, as amended ("ERISA"), and to the applicable laws, regulations and
rulings. There is no pending or threatened action or proceeding against
GAMEVERSE with request to any Plan, against any Plan or any Trust or trustee
thereof of any kind, whether or not such action or proceeding might result in
the loss by any Plan of its qualified status. All reporting and disclosure
requirements of the Code and ERISA applicable to the Plans have been met; no
penalties are pending or threatened and there are no pending requests for
documents which must be honored under the Code or ERISA. All Plans have met the
minimum funding standards of the Code and ERISA. No Plan has an accumulated
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funding deficiency (whether or not waived) within the meaning of Section 302 or
Section 412 of the Code or any accrued unfunded vested benefits and the assets
in each Plan are sufficient to eliminate employer's termination liability under
ERISA. No Plan has been terminated since June 30, 1974. No Trustee of any of the
Trusts has breached Trustee's fiduciary duties under ERISA and none of the
Trusts incident to any of the Plans has engaged in a prohibited transaction
under ERISA or any transaction for which the tax on prohibited transactions
(Code Section 4975) would be imposed. All fiduciary insurance and bonding
requirements have been met, all premiums have been paid, and there are no claims
pending or threatened against the same. No reportable event with respect to any
of the Plans has occurred within the meaning of ERISA Section 4043, whether or
not said statute requires the actual reporting of such an event. No claims for
payment of benefits which have been denied are threatened or pending, and there
are no threatened or pending disputes or suits against any Trustee or Plan
Administrator of any of the Plans.
Section 4. Representations and Warranties of GLFC. GLFC represents and
warrants to Shareholder as follows:
A. Corporate Existence, Power and Authority. GLFC is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has all requisite corporate power and authority to enter into this
Agreement and to carry out the transactions contemplated in this Agreement and
to carry on its business as now being conducted by it and to own, lease or
otherwise hold its properties.
B. Corporate Action. The execution and delivery of this Agreement by GLFC
and the consummation by GLFC of the transactions contemplated in this Agreement
have been authorized by all requisite corporate action on the part of GLFC.
C. Capacity of and Execution by GLFC. The President and Secretary of GLFC
have full legal power and capacity to execute, deliver and perform this
Agreement, and to deliver certificates representing the GLFC Shares and have
full legal power to exchange the Shares with Shareholder in accordance with this
Agreement. Without limiting the generality of the foregoing, no authorization,
consent or approval or other order or action of or filing with any court,
administrative agency, or other governmental or regulatory body or authority is
required for the execution and delivery by GLFC of this Agreement or GLFC'
consummation of the transactions contemplated hereby; this Agreement has been
and Option A and Option B will have been duly and validly executed and delivered
by GLFC and constitutes the valid and binding obligation of GLFC enforceable in
accordance with its terms, except as its enforceability is limited by
bankruptcy, reorganization, insolvency, moratorium and similar laws presently or
hereafter in effect affecting the enforcement of creditors' rights and generally
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and subject to general principles of equity; and transfer and delivery of the
GLFC Shares to be exchanged by GLFC with Shareholder hereunder in accordance
with this Agreement and the issuance of the shares underlying Options A and B
upon exercise thereof will vest good title to the GLFC Shares or such underlying
shares free and clear of all security interests, liens, encumbrances, claims and
equities of every kind other than restrictions on disposition contained in
applicable federal and state securities laws.
D. Capital Structure. The authorized capital stock of GLFC consists solely
of 100,000,000 shares of voting common stock, $.001 par value per share, of
which, except as set forth on Schedule L hereto, 22,031,378 are issued and
outstanding. Except as set forth on Exhibit L hereto, there are no existing or
outstanding securities convertible into capital stock of GLFC or options,
warrants, calls, commitments or agreements of any character to which the Seller
or GLFC is a party or by which either of them may be bound that relate to the
authorization, issuance, delivery, sale, purchase or redemption of shares of
GLFC's capital stock, securities convertible into shares of its capital stock,
or of any option, warrant, call, commitment or agreement with respect thereto.
GLFC has delivered to Shareholder true and correct copies of all forms of
options outstanding, a purchase shares of GLFC's common stock.
E. Qualification as a Foreign Corporation. GLFC is qualified as a foreign
corporation in each jurisdiction where such qualification is required, except in
those jurisdictions where the failure to be so qualified would not have a
material adverse effect on the business, operations or financial conditions of
GLFC or its Business.
F. Conflict With Other Instruments. Neither the execution and delivery of
this Agreement by GLFC nor the consummation by GLFC of the transactions
contemplated in this Agreement will (a) conflict with, or result in a breach of,
the terms, conditions or provisions of, or constitute a default (or an event
which would by notice or lapse of time or both become a default) or permit
acceleration or termination of obligations under, or result in the creation of a
lien or encumbrance on any of the properties of GLFC pursuant to (i) the
certification of incorporation or by-laws of GLFC (true copies of which GLFC has
furnished to GLFC), or (ii) any indenture, mortgage, lease, agreement, or other
instrument which is material in nature to which GLFC or GLFC is a party or by
which it or they, or any of its or their properties, may be bound or affected,
or (b) violate any law, rule, order, or regulation, material in nature, to which
GLFC or either GLFC is subject or by which it or they or its or their properties
are bound.
G. Brokers or Finders. There is no broker or finder involved on behalf of
either GLFC in connection with the transactions contemplated by this Agreement.
H. Liabilities and Obligations. GLFC to the best of its knowledge and
belief, except as described or set forth on or reserved against or reflected in
the June 30, 1998 Balance Sheet or in Exhibit M hereto, has no material debts,
liabilities or obligations of any nature whether accrued, absolute, contingent
or other, and whether due or to become due, including, but not limited to,
liabilities or obligations on account of taxes, other governmental charges,
duties, penalties, interest or fines, and there is no basis for the assertion
against GLFC of any such debt, liability or obligation, except:
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(a) Liabilities and obligations incurred, and obligations arising in the
ordinary course of business since June 30, 1998; and
(b) Liabilities or obligations incurred in connection with the execution of this
Agreement
I. Litigation, Etc. Except for third party collection actions brought in
the ordinary course of GLFC business, there are no actions, suits,
investigations or proceedings pending in any court or before any governmental
agency, other than those set forth on Exhibit N hereto, to which GLFC is a party
which if determined adversely to GLFC might materially affect the properties,
business, future prospects of financial condition of GLFC and to the knowledge
of GLFC there is no litigation, proceeding, claim, grievance, or controversy
threatened against it with regard to or affecting its properties or its business
as now or heretofore conducted by it which if determined adversely to might
materially and adversely affect the properties, business, future prospects or
financial condition of GLFC. There is no action, suit, proceeding or
investigation which is pending or to GLFC's knowledge, threatened which
questions the validity or propriety of this Agreement, or any action taken or to
be taken by GLFC or in connection herewith. GLFC is not subject to any judicial
injunction or mandate or any quasi-judicial order or quasi-judicial restriction
directed to or against it as a result of its ownership of its properties or its
conduct of its business as now or heretofore conducted by it and no governmental
agency has at any time challenged or questioned in writing the legal right of
GLFC to conduct its business or any part thereof as now heretofore conducted
which challenge if determined adversely to GLFC might materially and adversely
affect the properties, business, future prospects or financial condition of
GLFC.
J. Compliance With Laws, Etc. GLFC has complied with all laws and
regulations of any applicable jurisdiction with which it is or was required to
comply in connection with its ownership of its properties and operation of its
business (including without limitation the Occupational Safety and Health Act of
1970, as amended, the Employee Retirement Income Security Act of 1974, as
amended, and the Reorganization Plan No. 3 of 1970, establishing the
Environmental Protection Agency, as amended), the enforcement of which would
have a material and adverse effect on the ownership of its properties or the
conduct of the Business. GLFC has all governmental permits and permissions
material to the ownership of its properties or the conduct of its business as
now conducted. It has not received any notice or communication from any
authority with respect to non-compliance with any of the foregoing, which
non-compliance has not been cured.
K. Third Party Consents. In respect of the transfer of the Shares to GLFC,
the issuance of the GLFC shares to the Shareholder and the consummation of
transactions contemplated hereunder, no consent of any third party is necessary
or required by any certificate of incorporation, by-laws, indentures, mortgages,
leases, agreements or other instruments to which either GLFC or GLFC or any of
their or its properties may be bound or affected, or under any applicable law or
regulation to which either GLFC or GLFC is subject or by which it or they or its
or their properties are bound.
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L. Material Information, Etc. Neither the Exhibits attached hereto, nor any
written material provided by GLFC to Shareholder or its counsel (or to be
provided prior to Closing, in connection with the negotiation of the issuance of
the GLFC Shares contained) (nor shall contain), as of their respective dates,
nor does this Agreement contain, any untrue statement of a material fact or omit
a material fact necessary to make information contained therein or herein not
misleading. There is no fact or condition which GLFC has not disclosed to GLFC
in writing what materially adversely affects the properties, business, prospects
or condition (financial or otherwise) of GLFC or the ability of GLFC to perform
this Agreement.
M. Financial Statements. GLFC has heretofore delivered to Buyer the
following financial statements: the balance sheet of GLFC as of June 30, 1998
(the "June 30, 1998 Balance Sheet"), its statements of income and retained
earnings for the 9-month period ending June 30, 1998. Each such financial
statement, including the notes contained therein, fairly presents the financial
position of GLFC at the date thereof and the results of its operations for the
period purported to be covered thereby.
The aforesaid June 30, 1998 unaudited balance sheet, prepared by the Company,
presents fairly, as of its date, the financial condition of the Company and its
Subsidiaries, in accordance with generally accepted accounting principals
applied on a basis consistent with that of the previous year except that it is
not accompanied by the footnote disclosures normally required for fair
presentation which disclosures would not materially affect the Company's
financial condition.
N. Absence of Certain Events. Since June 30, 1998, there has not been:
(1) Any change in the financial position, or the properties, assets,
liabilities, business or prospects of GLFC except changes in the ordinary course
of business which have not been "materially adverse".
(2) Any damage, destruction or loss (whether or not covered by insurance) which
might materially and adversely affect the properties, assets, business or
properties of GLFC except for the matters described in Exhibit N1 hereto.
(3) Any sale, lease, abandonment, encumbrance or other disposition of GLFC of
any real property, or, other than in the ordinary course of business, of any
machinery, equipment or other operating property, or any sale, assignment,
transfer license or other disposition by GLFC of any patent, trademark, trade
name, or other intangible asset.
O. Tax Returns and Payments. Except as set forth in Exhibit O hereto, all
federal, state and local tax returns required to be filed have been filed or
will be the responsibility of GLFC and all taxes due and payable on such terms
attributable to GLFC and all assessments due and payable prior to the Closing
Date have been paid or will be paid by GLFC.
P. Title to Assets. GLFC has good, indefeasible and marketable title to all
of assets and properties it purports to own (including the assets and properties
set forth in the June 30, 1998, Balance Sheet, other than those held under lease
but capitalized for balance sheet purposes, or those disposed of in the ordinary
13
course of business after the date thereof), free and clear of any mortgage,
pledge, lien, lease, encumbrance, security interest or other charge other than
those listed and described in Exhibit P hereto, and in the case of each parcel
of real estate owned, or occupied under lease, subject to no restrictions,
easements or title objections that would impair the usefulness thereof for the
purposes for which it is used. The parcels of real estate owned by GLFC, or
occupied by it under lease, are briefly described in Exhibit Q.
Q. GLFC Operations. GLFC's business includes development of encryption and
compression technology and the marketing of technology.
R. Purchase for Investment. GLFC is purchasing the Shares to be acquired by
it pursuant to this Agreement for investment and not with a view toward, or sale
in connection with, any distribution thereof nor with any present intention of
selling or distributing the Shares; provided that the disposition of its
property shall at all time be within GLFC's control.
S. Common Stock. The GLFC Shares and the shares underlying Option A and
Option B, when issued to Shareholder shall be duly authorized, validly issued,
fully paid and nonassessable common stock.
T. Related Transactions. Except as set forth in Exhibit R hereto, there is
no indebtedness due from (or to) GLFC to (or from) GLFC or any subsidiary or
affiliate (a person or entity that directly or indirectly controls or is
controlled by or under common control with GLFC) thereof, or any partnerships,
corporations or proprietorships in which GLFC or an affiliate of any of them has
an equity interest. Exhibit R hereto sets forth a complete and accurate list of
all contracts or other arrangements between GLFC on one hand, and GLFC and/or
any affiliate of GLFC (other than GLFC) on the other hand, which have been in
effect at any time since June 30, 1998.
U. Inclusion of Disputed GLFC Shares. The Total GLFC Shares Outstanding set
forth on Exhibit L, i.e., 22,031,378, include the 740,857 restricted shares
issued in the name of X.X. XxXxxx, and the 34,782 restricted shares issued in
the name of Xxxxxxx Xxxxxxx all being the same shares referred to on Exhibit N.
Section 5. Conditions Precedent to Obligations of GLFC. All obligations of
GLFC under this Agreement to be performed on or after the Closing Date are, at
the option of GLFC, subject to the satisfaction of the following conditions
precedent on or before the Closing Date, as indicated below:
A. Proceedings Satisfactory. All actions, proceedings, instruments,
opinions and documents required to carry out this Agreement or incidental
hereto, and all other related legal matters, shall be satisfactory to GLFC in
its sole discretion. Shareholder shall have delivered to GLFC on the Closing
14
Date such documents and other evidence as GLFC may reasonably expect in order to
establish the consummation of transactions relating to the execution, delivery
and performance by Shareholder of this Agreement, the purchase, transfer and
delivery of the Shares to be purchased hereunder, the taking of all corporate
and other proceedings in connection therewith and the compliance with the
conditions set forth in this Section 5, in form and substance satisfactory to
GLFC in its sole discretion.
B. Representations, Warranties and Covenants of Shareholder Correct. The
representations, warranties and covenants made by Shareholder in Section 3
hereof shall be true and correct on and as of the Closing Date with the same
force and effect as though all such representations, warranties and covenants
had been made on and as of the Closing Date after giving effect to any
transactions or other actions contemplated hereby.
C. Compliance with Terms and Conditions. All the terms, covenants,
agreements and conditions of this Agreement to be complied with and performed by
Shareholder on or before the Closing Date shall have been complied with and
performed in all material respects.
D. No Proceedings Pending. No action, suit, proceeding or investigation by
or before any court, administrative agency or other governmental authority shall
have been instituted or threatened which may restrain, prohibit or invalidate
any of the transactions contemplated by this Agreement or which may affect the
right of GLFC to operate or control after the Closing Date the properties of
GAMEVERSE or the business, or any part thereof.
E. Legal Opinion of Counsel for Shareholder. GLFC shall have received the
favorable opinion of addressed to GLFC and dated the Closing Date, in form and
substance reasonably satisfactory to GLFC.
F. Third Party Consents. Shareholder shall have delivered to GLFC all such
written consents or waivers requested by GLFC in writing necessary or advisable
in the judgment of GLFC to permit the sale of the Shares to GLFC and
consummation of the other transactions contemplated herein, on the terms
provided herein, under the certificate of incorporation, by-laws, indentures,
mortgages, leases, agreements or other instruments to which GAMEVERSE is a party
or by which it or any of its properties may be bound or affected, or under any
applicable law or regulation to which GAMEVERSE is subject or by which it or its
properties are bound.
Section 6. Conditions Precedent to Obligation of Shareholder. All
obligations of Shareholder hereunder to be performed on or after the Closing
Date are, at the option of Shareholder, subject to the satisfaction of the
following conditions precedent on or before the Closing Date, as indicated
below:
A. Proceedings Satisfactory. All actions, proceedings, instruments,
opinions, and documents required to carry out this Agreement or incidental
hereto, and all other related legal matters, shall be satisfactory to
Shareholder on the Closing Date such documents and other evidence as Shareholder
15
may reasonably request in order to establish the consummation of transactions
relating to the execution, delivery and performance by GLFC of this Agreement,
the purchase, transfer and delivery of the GLFC Shares to be purchased
hereunder, the taking of all corporate and other proceedings in connection
therewith and the compliance with the conditions set forth in this Section 6, in
form and substance satisfactory to Shareholder in its sole discretion.
B. Representations and Warranties Correct. The representations and
warranties made by GLFC in Section 4 of this Agreement shall be true and correct
on and as of the Closing Date with the same force and effect as though all such
representations and warranties had been made on and as of the Closing Date after
giving effect to any transactions or other actions contemplated hereby.
C. Compliance with Terms and Conditions. All the terms, covenants and
conditions of this Agreement to be complied with and performed by GLFC on or
before the Closing Date shall have been complied with and performed in all
material respects.
D. Legal Opinion of GLFC's Counsel. Shareholder shall have received the
favorable opinion of addressed to Shareholder and dated the Closing Date, in
form and substance reasonably satisfactory to Shareholder.
E. Delivery of certificates for the Common Stock. GLFC shall have delivered
to Shareholder on the closing date certificates evidencing the GLFC Shares to be
acquired by it hereunder. GLFC shall have clearly executed and delivered Option
A and Option B and delivered to Shareholder certificates representing such
options.
F. No Proceedings Pending. No action, suit, proceeding or investigation by
or before any court, administrative agency or other governmental authority shall
have been instituted or threatened which may restrain, prohibit or invalidate
any of the transactions contemplated by this Agreement or which may affect the
rights of Gameverse under this Agreement.
G. Third Party Consents. GLFC shall have delivered to Shareholder all such
written consents or waivers requested by Shareholder in writing necessary or
advisable in the judgment of Shareholder to permit the sale of the GLFC Shares
to Shareholder and consummation of the other transactions contemplated herein,
on the terms provided herein, under the certificate of incorporation, by-laws,
indentures, mortgages, leases, agreements or other instruments to which GLFC is
a party or by which it or any of its properties may be bound or affected, or
under any applicable law or regulation to which GLFC is subject or by which it
or its properties are bound.
Section 7. Additional Covenants By Shareholder. Shareholder hereby
covenants to GLFC that:
16
(1) Access to Information. Cooperate and cause others under the control of
Shareholder and GAMEVERSE to cooperate to the end of providing GLFC and its
counsel, accountants and other designated representatives full access to the
records of GAMEVERSE relating to its properties or the Business.
(2) Keep GLFC Informed. Promptly notify GLFC of any material matter or
thing occurring which affects the properties of GAMEVERSE or the Business.
Section 8. Additional Covenants By GLFC. GLFC hereby covenants to
Shareholder that:
(1) Access to Information. Cooperate and cause others under the control of
GLFC to cooperate to the end of providing Shareholder and its counsel,
accountants and other designated representatives full access to the records of
GLFC relating to its properties or the Business.
(2) Keep Shareholder Informed. Promptly notify GLFC of any material matter
or thing occurring which affects the properties of GLFC or its Business.
(3). In the event that any of X.X. XxXxxx, Xxxx X. Xxxxxxx, X.X. XxXxxx
receive from GLFC either or both options or GLFC Shares (other than the shares
referred to on Exhibit N) in settlement of the dispute described on Exhibit N,
hereinafter referred to as "additional shares" or "additional options", as the
case may be, GLFC shall issue to Shareholder, within five (5) business days
after the issuance of the additional shares or additional options, an amount of
GLFC Shares and Options calculated as set forth below and hereinafter referred
to as "adjustment shares" or "adjustment options".
(4). In the event that either or both options or GLFC Shares are issued in
the settlement of the dispute known as Xxxxxxxxx Xxxxxx v. National Capital
Corporation, et al. described on Exhibit N, hereinafter referred to as
"additional shares" or "additional options", as the case may be, GLFC shall
issue to Shareholder within five (5) business days after the issuance of the
additional shares or additional options, an amount of GLFC Shares and Options
calculated as set forth below and hereinafter referred to as "adjustment shares"
or "adjustment options". For the purpose of this paragraph, a cash payment by
GLFC made in settlement of this matter shall be converted to and deemed an
amount of additional shares received in settlement at a value of $.40 per share.
(5). In the event that within three (3) months after the effective date of
Closing of this Agreement ("Transaction Period"), Xxxxxxx Xxxxx does not
transfer to GLFC 2,931,593 GLFC Shares and his option to acquire an additional
5,910,663 GLFC Chares as part of the consideration for his purchase of fifty
percent (50%) of the common shares of Xxxxxxxxx Research 7 Development, Inc.,
then an amount of either or both GLFC Shares and Options, as the case may be,
calculated as set forth below and hereinafter referred to as "adjustment shares"
or "adjustment options", shall be issued and transferred by GLFC to Shareholder,
within fifteen (15) business days after the last day of the Transaction Period.
17
For the purpose of this paragraph and the calculation, the deficiency in the
amount of either or both GLFC Shares or options so transferred by Xxxxxxx Xxxxx
to GLFC from the amounts set forth above shall hereinafter be referred to as
"additional shares" or "additional options", as the case may be.
(6) Calculation of Adjustment Shares or Options:
a. The number of additional shares (options) is to be divided by .60
b. Subtract the number of additional shares (options)
c. The result of (b) is the adjustment shares (options)
Section 9. Indemnity Obligation.
A. General Indemnity Agreement. Subject to the provisions and limitations
hereof, the Shareholder and GLFC mutually, for themselves, for their successors
and assigns, agree to indemnify and save harmless each other from and against:
(1) Failure to Perform Obligations. Any Event of Loss or Loss arising as a
result of the failure of the indemnifying party hereunder to properly perform
any obligations to be performed by it, hereunder, whether prior to, on or after
the Closing Date; and
(2) Breach of Representation, Warranty or Covenant. Any Event of Loss or
Loss arising from any breach of a representation, warranty or covenant of the
indemnifying party set forth in this Agreement.
B. Definition of "Event of Loss" and "Loss". The occurrence of an event
which may result in a loss, cost, expense or liability to or of GLFC or
Shareholder as the case may be hereunder shall be herein called an "Event of
Loss", and the amount of any resulting loss, cost, expense or liability
(including counsel fees) shall be herein called a "Loss". Any payment to be made
under this Section 9 shall be in an amount which, after taking into account any
federal, state, local or other tax payable by GLFC or GAMEVERSE or the
Shareholder in respect thereof (as increased hereby), will yield an amount to
the GLFC or Shareholder as the case may be equal to the amount of Loss to which
such payment relates.
C. Payment of Loss. The aggregate amount of any Losses payable hereunder
shall be paid upon demand of GLFC by Shareholder or upon demand by Shareholder
upon GLFC as the case may be; provided, however, that Shareholder shall be
liable for Events of Loss or Loss enumerated in Section 9.A(2) and 9.D hereof
that affect Gameverse directly (and GLFC only indirectly by virtue of its
ownership of the Shares) only to the extent of the GLFC shares issued to
Shareholder hereunder, and any payments in respect thereof and provided further
that GLFC shall be liable for Events of Loss or Loss enumerated in Section 9.A
(2) hereof that affect the Shareholder directly (or indirectly by virtue of its
ownership of the GLFC Shares only to the extent of the Shares. As used in this
Section 9.C, "to the extent of the GLFC shares" and "to the extent of the
Shares" shall mean that the indemnities to which this Section 9.C applies shall
be limited to a maximum in the aggregate for each of the Shareholder and GLFC
18
equal to the agreed upon valuation for this purpose of the GLFC Shares and the
Shares, which agreed upon valuation is $5,875,034. Either party may satisfy an
indemnity obligation to which this Section 9.C applies by a payment in cash or
by transfer to the indemnitee of a proportion of the Shares or the GLFC Shares,
as appropriate, in the same proportion as the Loss bears to the maximum
aggregate indemnity obligation set forth above.
X. Xxxxxxx Claim. In addition to, and not as a limitation of, the other
provisions of this Section 9, the Shareholder agrees to indemnify and hold
harmless GLFC and its affiliates, at any time without limitation, against, and
in respect of, liabilities, contingent or otherwise, losses, claims, costs, or
damages, or any amounts which may become payable, resulting from or arising out
of, or in connection with any claims by Xxxxx Xxxxxxx for any ownership interest
in Gameverse or in any of the patents, trademarks, licenses and copyrights
listed on Exhibit J hereto (the "Xxxxxxx Claim"). GLFC shall give the
Shareholder a reasonable opportunity, at the Shareholder's expense, of defending
or settling the Xxxxxxx Claim, subject to the right of GLFC to participate fully
in such defense at its own cost. To the extent that the Shareholder does not
agree to defend or settle such claim, GLFC shall have the right to defend or
settle the same.
Section 10. Miscellaneous Provisions.
A. Board of Directors of GLFC. At or after the Closing at the request of
the Shareholder, the Board of Directors shall increase the number of directors
to nine (9) and elect four (4) directors nominated by Shareholder's (Cybermax
Tech, Inc.) representative. Mr. J. Xxxxxx Xxxxxx shall be one of the four (4)
directors so nominated and he shall be elected as Chairman of the Board of
Directors of GLFC. Xx. Xxxxxxx Xxxx shall remain as Vice Chairman. Xx. Xxxxxxx
X. Xxxxxxxxx shall continue to serve as President and Xx. Xxxxx Xxxxx shall
continue to serve as Chief Operating Officer of GLFC. The executive office shall
be in New Jersey. GLFC shall use its best efforts to obtain directors and
officers liability insurance in type and amount reasonably satisfactory to
Cybermax.
B. Expenses. Except as otherwise provided in this Agreement, each party
hereto shall pay its own expenses incident to the origin, negotiation and
execution of this Agreement and the consummation of the transactions
contemplated hereby, including without limitation all legal and accounting fees
and disbursements.
C. Exhibits. The Exhibits attached hereto are incorporated herein and made
a part hereof for all purposes. As used herein, the expression "this Agreement"
means the body of this Agreement and such Exhibits; and the expressions
"herein", "hereof", and "hereunder" and other words of similar import refer to
this Agreement and such Exhibits as a whole and not to any particular part of
subdivision thereof.
D. Survival of Obligations. The respective representations, warranties,
covenants and agreements of the parties to this Agreement shall survive any
investigation by the parties hereto, and consummation of the transactions
contemplated by this Agreement and shall continue in full force and effect after
the date hereof. The obligations of Shareholder under Section 9 hereof shall
survive for a period of two (2) years after the termination of this Agreement.
19
E. Amendments and Waivers. Except as otherwise specifically stated herein,
any provision of this Agreement may be amended by, and only by, a written
instrument executed by GLFC and Shareholder. Any party may extend the time for
or waive the performance of any obligation of the other parties, waive any
inaccuracies in the representations or warranties by the other parties, or waive
compliance by the other parties with any of the terms and conditions contained
in this Agreement. Any such extension or waiver shall be in writing and executed
by the extending or waiving party.
F. Other Instruments to be Executed, Etc. From and after the date hereof,
Shareholder shall, from time to time, at the request of GLFC and without further
consideration do, execute, acknowledge and deliver, all such further acts,
deeds, assignments, transfer, conveyances, powers of attorney and assurances as
may be reasonably required more effectively to convey, assign, transfer or
confirm the sale of the Shares.
G. Public Statements. None of the Shareholder, GLFC nor GAMEVERSE shall
issue any press release or other public statement concerning the transactions
contemplated by this Agreement without first providing the others with a written
copy of the text of such release or statement and obtaining the consent of the
others respecting such release or statement, except as required by law or
trading market requirements. GLFC and Shareholder shall keep this Agreement, the
terms hereof, and all documents and information relating to this Agreement
confidential, except as may be required by law or, in the case of GLFC, as may
be necessary in the ordinary conduct of the business after the date hereof.
H. Materiality. For purposes of determining whether a breach of a
representation of warranty contained in Section 3 or 4 hereof has occurred, an
event or events or condition or conditions having a cost greater than $5,000
individually or $20,000 in the aggregate for all such events and conditions
shall be deemed to be "material".
I. Parties Bound. This Agreement shall apply to, inure to the benefit of
and be binding upon and enforceable against the parties hereto and their
respective successors and permitted assigns. The respective rights and
obligations of any party hereto shall not be assignable without the consent of
the other parties.
J. Governing Law. This Agreement, and the rights and obligations of the
parties hereto, shall be governed by and construed in accordance with the laws
of the State of New Jersey and the venue for any disputes shall be the Federal
Court located in Newark, New Jersey.
K. Notices. Any notice, demand, approval, consent, request, waiver or other
communication which may or is required to be given pursuant to this Agreement
shall be in writing and shall be deemed given on the earlier of the day actually
received or on the close of business on the business day next following the day
when telexed, telecopied or otherwise sent by telecommunications means, receipt
confirmed, or on the close of business on the business day next following the
20
day when deposited with an overnight courier service, addressed to the party at
the address set forth after its respective name below, or at such different
address as such party shall have theretofore advised the other party in writing,
with copies sent to the persons indicated:
If to Shareholder: Cybermax Tech, Inc.
0000 Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxx 00000
Fax: (000) 000-0000
With a copy to: T. Xxxxxxx Xxxxxx, Esq.
Holland & Knight LLP
One Independent Drive, Suite 2000
P.O. Box 1559
Xxxxxxxxxxxx, Xxxxxxx 00000
Fax: (000) 000-0000
If to GLFC: Xxxxxxxxx Technologies Corporation
00 Xxxxxxx Xxxxxxx, 0xx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000
Fax: (000) 000-0000
With a copy to: Xxx Xxxxxxxx, Esq.
000 Xxxxxxx Xxxx (Xxxx Xxxxxxxx)
Xxxxxxxxx Xxxxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
L. Number and Gender of Words. Whenever herein the singular number is used,
the same shall include the plural where appropriate, and the words of any gender
shall include each gender where appropriate.
M. Captions. The captions, headings and arrangements used in this Agreement
are for convenience only and do not affect, limit or amplify the terms and
provisions hereof.
N. Invalid Provisions. If any provision hereof is held to be illegal,
invalid or unenforceable under present or future laws effective during the terms
hereof, such provision shall be fully severable; this Agreement shall be
construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part hereof; and the remaining provisions hereof shall
remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom. In lieu of such
illegal, invalid or unenforceable provision, there shall be added automatically
as a part hereof a provision as similar in terms of such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.
21
O. Entirety of Agreement. This Agreement contains the entire agreement
among the parties. No representation, inducements, promises or agreements, oral
or otherwise, which are not embodied herein shall be of any force or effect.
P. Counterparts; Effectiveness. This Agreement may be executed in
counterparts, each of which shall be deemed an original for all purposes and all
of which shall be deemed, collectively, one agreement. This Agreement shall
become effective when executed and delivered by the parties hereto.
Q. Facsimile Signatures. All signatures transmitted by facsimile machines
are hereby deemed legal and binding.
R. Transition Services Agreement. At the Closing, Shareholder and GLFC
shall cause Gameverse to enter into a Transition Services Agreement in the form
of Exhibit S hereto.
S. Registration Rights Agreement. At the Closing, Xxxxxxxxx and Shareholder
shall enter into a Registration Rights Agreement in the form of Exhibit T
hereto.
T. Option Agreements. At the Closing, Xxxxxxxxx and Shareholder shall enter
into Option Agreement A and B in the form of Exhibit U and V hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
Cybermax Tech, Inc.
By: __________________________________
President
GLFC: Xxxxxxxxx Technologies Corporation
By: __________________________________
Name: Xxxxxxx X. Xxxxxxxxx
Title: President
22
