ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT ("Agreement") is made and entered into as
of the _____ day of ____________, 1996 (the "Effective Date"), by and among
LASER STORM, INC., a Colorado corporation ("Buyer"), LASER STORM OF LONGMONT,
INC., a Colorado corporation ("Longmont"), CBS HOMES, INC., a Colorado
corporation ("CBS") and XXXXX X. XXXXXX, an individual ("Xxxxxx") (Longmont, CBS
and Xxxxxx shall be collectively referred to as "Seller").
RECITALS
A. The Buyer designs, manufactures, operates and licenses to others to
operate interactive "laser tag" games. The Seller and the Buyer currently are
parties to a Sales Agreement dated November 20, 1995 ("Sales Agreement"), which
includes licenses to use the Buyer's proprietary software. The Seller currently
operates a laser tag game store (the "Store") at 000 Xxx Xxxxx Xxxxxxxxx, Xxxxx
000, Xxxxxxxx, Xxxxxxxx 00000 ("Real Property"). Xxxxxx leases the Real Property
under a Shopping Center Lease Agreement dated November 15, 1995 ("Lease") from
Blackfox Parkway Associates, L.L.C., a Colorado limited liability company
("Lessor").
B. First Bank ("the Bank") has made a loan in the principal amount of
$49,500 ("Loan") to Xxxxxx. The Loan obligations have been guaranteed by the SBA
and the Bank and the SBA hold a perfected security interest in all of the
improvements and personal property located on the Real Property. The Bank and
the SBA have agreed to release their security interest in the improvements and
personal property for certain consideration to be paid to them by Xxxxxx at the
Closing, as described below.
C. The Seller owns the improvements, subject to the Lease, and the
personal property located on the Real Property.
D. The Seller desires to sell to the Buyer and the Buyer desires to
purchase from the Seller all of the improvements and personal property located
on the Real Property and to purchase the Seller's leasehold interest in the Real
Property in order to enable the Buyer to operate the Store, as defined below,
all in accordance with this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
promises made herein and in consideration of the representations, warranties and
covenants stated below, the parties, intending to be legally bound, agree as
follows:
ARTICLE 1.
AGREEMENT TO SELL
1.1. Acquired Assets. The Seller agrees to sell and, at the Closing,
will transfer and deliver to the Buyer all of the improvements and personal
property owned by the Seller and located on the Real Property, including but not
limited to the following, hereinafter referred to as the "Purchased Assets":
a. All right, title and interest of the Seller in and to the
improvements located on the Real Property, including but not limited
to, the Store located thereon, subject to all rights of the Lessor to
such assets in accordance with the Lease and the Assignment and
Assumption Agreement.
b. All furniture, fixtures, appliances, equipment, computerized
cash registers, and supplies owned by the Seller and on hand at the
Store as of the date hereof, all as set forth on the Schedule of
Equipment attached hereto as Exhibit B and made a part hereof by
reference (collectively, the "Equipment");
c. All inventory located at the Store on the date of closing and
which shall be listed as the Schedule of Inventory at the time the
inventory is taken and attached hereto as Exhibit C and made a part
hereof (collectively, the "Inventory");
d. All right, title and interest of the Seller in or under the
Lease and Assignment and Assumption Agreement, a copy of which is
attached as Exhibit D and made a part hereof; and
e. All right, title and interest of the Seller in or under all
contracts, agreements, instruments, certificates, permits and licenses
which relate to the Equipment, Inventory or Store, as set forth on the
Schedule of Contracts attached hereto as Exhibit E and made a part
hereof by reference (collectively, the "Contracts").
1.2. Encumbrances. Subject to the SBA and the Bank releasing their
security interest in the Purchased Assets, all of the Purchased Assets shall be
sold, conveyed, transferred and assigned by the Seller to the Buyer at the
Closing free and clear of all liens and encumbrances, except for any and all
rights of the Lessor to the improvements at the end of the Lease pursuant to the
terms of the Lease and Assignment and Assumption Agreement.
1.3. Liabilities Not Assumed. The Buyer shall not assume certain
liabilities of Seller with regard to the Store, as set forth on the Schedule of
Liabilities Not Assumed attached hereto as Exhibit F and made a part hereof by
reference (collectively, the "Liabilities"). The Buyer shall not assume any
other liabilities of the Seller, except as set forth in Exhibits B through E.
1.4. No Other Assets Transferred. Other than the assets described in
Section 1.1 and Exhibits B through E, no other assets of the Seller shall be
sold or assigned, including but not limited to, all accounts receivable which
arise prior to the Closing. In the event the Buyer receives payment on any
accounts receivable which arose prior to the Closing, it shall within five days
thereafter remit said payment to the Seller.
ARTICLE 2.
PURCHASE AND PURCHASE PRICE
2.1. Agreement of Purchase. The Buyer hereby purchases, upon the terms
and subject to the conditions of this Agreement, the Purchased Assets as
described in Article 1 above and will pay to the Seller the Purchase Price, as
defined below, in the manner and upon the terms hereinafter set forth.
2.2. Purchase Price. The total consideration ("Purchase Price") to be
paid by Buyer to the Seller is $160,000, which shall include all of the
Purchased Assets as defined in Section 1.1 above, including the cost of the
Inventory as set forth on Exhibit C.
2.3. Payment of Purchase Price. The Buyer shall pay the Purchase Price
as follows:
a. $160,000 payable in $30,000.00 cash at time of closing and
32,500 shares ("Shares") of the Buyer's $0.001 par value
common stock issued to one of the parties which comprise the
Seller, in the Seller's discretion, at the Closing. The
Buyer shall cause a registration statement to be filed with
the Securities and Exchange Commission ("Commission") for
the purpose of registering the Shares under the Securities
Act of 1933 as amended (the "Act") within 90 days of the
Closing Date, as defined below and bear the actual costs and
expenses, including attorney's fees, associated with the
filing and prosecution of such registration statement. The
date on which the registration statement is declared
effective by the Commission shall be referred to hereinafter
as the "Registration Date;" and,
b. Seller will have ninety (90) days from the effective date of
the registration statement ("Registration Date") to sell the
Shares through and at the direction of Xxxxxxx Equities,
Inc. On the 91st day from the Registration Date, so long as
Seller has followed all direction or obtained the consent of
Xxxxxxx Equities, Inc. as to the selling of said shares, a
transaction will occur whereby Seller will receive from
Buyer no less and no more than the balance of the purchase
price of $130,000.00 in immediately available funds in one
of the following manners:
1. If, by the end of business on the 90th day, all of the
Shares have been sold at the direction and/or consent
of Xxxxxxx Equities, Inc., for an amount less than
$4.00 per Share ($130,000.00), then Buyer shall pay to
Seller, in immediately available funds, the difference
between $130,000.00 and the price for which all Shares
were sold.
2. If a portion of the Shares have been sold at the
direction and/or consent of Xxxxxxx Equities, Inc. and
the amount received for said shares is less than
$130,000.00, then Buyer shall pay to Seller the
difference between the price received and $130,000.00
and Seller shall return all right, title and interest
in all remaining shares to Buyer.
3. If, at the end of the business day on the 90th day from
the Registration Date, Seller has sold all, or a
portion of said shares, at the direction and/or consent
of Xxxxxxx Equities, Inc., for a sum equal to or
greater than $130,000.00, Buyer will have no obligation
to purchase shares from Seller nor to pay Seller any
additional cash. If Seller retains ownership of any
Shares, said shares will remain the property of Seller.
4. Buyer's agreement to reimburse Seller for the
difference between the price sold and $4.00 per Share
is strictly contingent upon Seller accepting all
direction from Xxxxxxx Equities, Inc. with respect to
whether or not to sell the shares within the first
ninety (90) days from the Registration Date. If Seller
acts in contradiction to the direction of Xxxxxxx
Equities, Inc. or without Xxxxxxx Equities, Inc.'s
consent, Buyer is released from all further obligations
under Section 2.3 of the Asset Purchase Agreement.
5. If the 90th or 91st day falls on a weekend or a holiday
when the market is closed, the next business day in
which the shares can be traded will be considered the
90th or 91st day.
2.4. Loan. At the Closing, as defined below, the Buyer shall lend the
Seller sufficient funds to pay the balance due ($46,380.13) under the Seller's
Loan from the Bank. The Seller shall give the Buyer a promissory note, in the
form attached hereto as Exhibit G for the amount loaned by the Buyer to the
Seller at the Closing. The obligations evidenced by the promissory note from the
Seller to the Buyer shall be secured by a first in priority security interest in
the Shares and all proceeds from any sale of any amount of the shares will be
first dedicated to retiring the loan until paid in full, as set forth in Exhibit
H attached hereto.
2.5. The Closing. The Closing of the transaction contemplated by this
Agreement (the "Closing") shall take place at the offices of the Buyer,
commencing at 10:00 A.M., local time, on July 23, 1996, or such other business
day following the satisfaction or waiver of all conditions to the obligations of
the parties to consummate the transactions contemplated hereby as the parties
may mutually determine (the "Closing Date").
2.6. Deliveries at the Closing. At the Closing, the parties will
deliver the following:
a. The Seller shall deliver to the Buyer:
i. a Xxxx of Sale for all of the Purchased Assets;
ii. Assignments for the Lease and Contracts properly
executed and acknowledged and Consents signed by the
other parties thereto;
iii. such other instruments of sale, transfer, conveyance
and assignment as the Buyer reasonably may request; and
iv. a promissory note for the amount of the loan from the
Buyer to the Seller and a Pledge and Security Agreement
providing a first in priority security interest in the
Shares to secure the obligations evidenced by such
promissory note.
b. The Buyer shall deliver to the Seller:
i. the Purchase Price as specified in Section 2.3 above;
ii. An Assignment and Assumption Agreement for the
obligations of the Lease properly executed and
acknowledged in such form as the Seller shall
reasonably request; and
iii. funds sufficient to pay the balance of the Seller's
loan from Bank.
iv. A check payable to Seller for the pro-rated portion of
the July 1996 rent, beginning on the day of closing,
July 23, 1996 for the lease at Xxxxx 000, 000 Xxx Xxxxx
Xxxxxxxxx, Xxxxxxxx, Xxxxxxxx 00000.
c. For this Asset Purchase Agreement to be binding
and enforceable, the Seller must insure that the Bank and the SBA
deliver to the Buyer evidence, satisfactory to Buyer, and its counsel,
that all security interests held by the Bank and the SBA in the
Purchased Assets have been removed.
d. The Seller shall deliver to the Bank and the SBA
sufficient funds to pay the total amount of principal and interest due
under the terms of the Seller's loan from the Bank.
ARTICLE 3.
SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS
3.1. Representations, Warranties and Covenants of Seller. The Seller
hereby represents, warrants and covenants to the Buyer that the statements
contained in this Article 3, will be performed and will be correct and complete
as of the Closing Date.
a. Organization of Longmont and CBS. Laser Storm of Longmont,
Inc. and CBS Homes, Inc. are corporations duly organized, validly
existing and in good standing under the laws of the State of Colorado.
b. Authorization of Transaction. Each Seller has full power and
authority (including full corporate power and authority) to execute
and deliver this Agreement and to perform its obligations hereunder,
except for (i) the assignment of the Lease, which requires the
Lessor's consent, and (ii) the release of the SBA and the Bank's
security interests in the Purchased Assets, the execution and delivery
of which is pending and must be completed to Buyer's satisfaction.
c. Title. The Seller has title to all of the Purchased Assets,
subject only to the Lessor's rights to the improvements at the end of
the Real Property Lease, and a perfected security interest in the
Purchased Assets held jointly by the Bank and the SBA, the release of
which is a condition precedent to the Buyer's obligations, as set
forth in the Asset Purchase Agreement. The Seller has no knowledge of
any other security interests or liens on the Purchased Assets. The
Seller has no knowledge of any restriction on the transfer of the
purchased Assets that would limit its right to transfer complete
ownership in the Purchased Assets hereunder.
d. Compliance With Law. The Seller has received no notice of any
violation of any law, municipal ordinance or other governmental
requirement affecting the Purchased Assets, and the Seller has no
reason to believe that any authority contemplates issuing same, or
that any violation exists.
e. Litigation. Pending against CBS Homes, Inc. and/or Xxxxx
Xxxxxx, individually, is a civil action in Boulder District Court
relating to workmanship on a construction project. This claim is in no
way related to the business of operating the subject laser tag
game/store at Longmont, located at 000 Xxx Xxxxx Xxxxxxxxx, xxxxx 000,
Xxxxxxxx, Xxxxxxxx 00000, the Purchased Assets or this transaction.
Seller shall indemnify and hold harmless buyer from any action or levy
attempted on the Purchased Assets which are the subject of this Asset
Purchase Agreement. No other litigation or proceeding is pending or
threatened relating to the Seller or the Purchased Assets, or any part
thereof.
f. Latent Defects. Other than the structural damage to the grid
system of the laser tag game facility, the Seller has no knowledge of
any latent defects with respect to the Real Property.
g. Payment of Taxes. The Seller and each of the entities and
individuals comprising the Seller have, since November 20, 1995:
i. timely filed all returns, schedules and declarations
(including withholding and information returns) relating to all
federal, state, local or foreign income, franchise, sales, use,
excise, real and personal property, transfer, employment, social
security, unemployment, withholding and other taxes, assessments,
charges, fees or levies and any interest or penalties on any of
the foregoing (collectively "Taxes"), required to be filed by any
jurisdictions to which they are or have been subject, all of
which Tax returns, schedules and declarations are complete,
accurate and correct;
ii. paid in full all Taxes required to be paid in respect of
the periods covered by such returns and made any deposits of Tax
required by such taxing authorities;
iii. fully accrued on the Store's financial statements all
Taxes for any prior period that are not yet due, the information
set forth on such financial statements being accurate and
correct; and
iv. made timely payments of the Taxes required to be
deducted and withheld from the wages paid to their respective
employees or contractors. The Seller has made available and will
upon request deliver to the Buyer true and complete copies of all
Tax returns of the Store and any individual or entity owning an
interest in the Store and all Tax returns filed with any federal
or state taxing authority since November 20, 1995. Since November
20, 1995, the Seller has not been delinquent in the payment of
any tax and there are no pending or threatened tax audits,
investigations or claims for or relating to any liability in
respect of taxes.
h. Labor Matters. There are no controversies pending between the
Seller and any of its respective employees who work at the Store.
There are no employment agreements between the Seller and any of its
employees who work at the Store and no employee of the Seller who is
employed at the Store is represented by any labor union.
i. Environmental Matters. None of the entities or individuals
comprising the Seller or any real property, previously or currently
owned by any of them, has been or is in violation of, or liable for
remediation costs or any other damages or penalties under any
Environmental Law; and to the best knowledge of the Seller, there are
no actions, suits, demands, notices, claims, investigations or
proceedings under any Environmental Law pending or threatened against
the Seller or relating to any real property previously or currently
owned or occupied by the Seller. For purposes of this Agreement,
"Environmental Law" means any applicable federal, state or local law,
statute, ordinance, rule, regulation, code, license, permit,
authorization, approval, consent, order, judgment, decree, injunction,
or agreement with any governmental entity related to (i) the
protection, preservation or restoration of the environment and/or (ii)
the use, storage, recycling, treatment, generation, transportation,
processing, handling, labeling, production, release or disposal of
Hazardous Substances (as defined below). The term Environmental Law
includes, without limitation: the Comprehensive Environmental
Response, Compensation and Liability Act, as amended, 42 USC xx.xx.
9601 et seq.; the Resource Conservation and Recovery Act, as amended,
42 USC xx.xx. 6901 et seq.; the Clean Air Act, as amended, 42 USC
xx.xx. 7401 et seq.; the Federal Water Pollution Control Act, as
amended, 33 USC xx.xx. 2151 et seq.; the Toxic Substances Control Act,
as amended, 15 USC xx.xx. 2601 et seq.; the Emergency Planning and
Community Right to Know Act, 42 USC xx.xx. 11001, et seq.; the Safe
Drinking Water Act, 42 USC xx.xx. 300f, et seq.; all comparable state
and local laws and any common law that may impose liability or
obligations for injuries or damages due to or threatened as a result
of the presence of or exposure to any hazardous substance. As used in
this Agreement, "Hazardous Substance" means any substance presently or
currently listed, defined, designated or classified as hazardous,
toxic, radioactive or dangerous, or otherwise regulated under any
environmental law, whether by type or by quantity, including all
material containing any such substance as a component.
j. Termination of Sales Agreement. CBS and/or Seller has agreed
to terminate the Sales Agreement, dated November 20, 1995, including
all licenses contained in the Schedules and Addenda attached thereto,
but excluding the Nondisclosure Agreement attached thereto as Schedule
E, which remains in effect according to its terms.
k. Restricted Use of Laser Storm of Longmont, Inc. Seller
recognizes the business interest that Laser Storm, Inc. has in the
name of "Laser Storm." Thus, Seller, agrees to limit its use of the
corporate entity "Laser Storm of Longmont, Inc." to the completion of
business at the Longmont store. Any further use of the business
entity, "Laser Storm of Longmont, Inc." will be by written permission
of Laser Storm, Inc. either through a future Sales Agreement or other
document expressly granting Seller the right to use said corporate
entity.
l. Noncontravention. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated
hereby will (i) violate any statute, regulation, rule, judgment,
order, decree, stipulation, injunction, charge, or other restriction
of any government, governmental agency, or court to which the Seller
is subject or any provision of its Articles of Incorporation or (ii)
conflict with, result in a breach of, constitute a default under,
result in the acceleration of, create in any party the right to
accelerate, terminate, modify or cancel, or require any notice that
has not been given under any contract, lease, sublease, license,
sublicense, franchise, permit, indenture, agreement or mortgage for
borrowed money, instrument of indebtedness, security interest, or
other arrangement to which the Seller is a party or by which it is
bound or to which any of its assets is subject.
3.2. Securities Representations and Warranties. The party to whom the
Shares are issued ("Party") hereby acknowledges, represents and warrants to, and
agrees with, the Buyer as follows:
a. The Party understands that the sale of the Shares is intended to be
exempt from registration under the Securities Act of 1933, as amended
("Act"), by virtue of xx.xx. 4(2) and 4(6) of the Act and the provisions of
Regulation D promul gated thereunder and, in accordance therewith and in
furtherance thereof, the Party represents and warrants to and agrees with
the Buyer as follows:
i. The Party has received the Buyer's Prospectus dated April 23,
1996, relating to the Buyer's Units that were sold pursuant thereto
(which document is herein referred to as the "Information Document")
has carefully reviewed it and understands and has relied on the
information contained therein relating to the Buyer and information
otherwise provided to the Party in writing by the Buyer relating to
this investment;
ii. The Party understands that all documents, records and books
pertaining to this investment (including, without limitation, the
Information Document and the exhibits thereto) have been made
available for inspection by the Party, the Party's attorney and/or ac
countant;
iii. The Party and/or the Party's advisor(s) have had a
reasonable opportunity to ask questions of and receive answers from a
person or persons acting on behalf of the Buyer concerning the
offering of the Shares and all such questions have been answered to
the full satisfaction of the Party;
iv. No oral or written representations have been made or oral or
written information furnished to the Party or the Party's advisor(s)
in connection with the offering of the Shares which were in any way
inconsistent with the information relating to the Buyer in the
Information Document;
v. The Party is not acquiring the Shares as a result of or
subsequent to any advertisement, article, notice or other
communication published in any newspaper, magazine or similar media or
broadcast over television or radio, or any seminar or meeting whose
attendees have been invited by any general solicitation or general
advertising, or any solicitation of a subscription by a person not
previously known to the Party in connection with investments in
securities generally;
vi. If the Party is a natural person, the Party has reached the
age of majority in the state in which the Party resides. The Party has
adequate means of providing for the Party's current needs and personal
contingencies, is able to bear the substantial economic risks of an
invest ment in the Shares for an indefinite period of time, has no
need for liquidity in such investment and, at the present time, could
afford a complete loss of such investment;
vii. The Party has or together with the Party's advisor(s) has
such knowledge and experience in financial, tax and business matters
so as to enable the Party to utilize the information made available to
the Party in connection with the offering of the Shares in order to
evaluate the merits and risks of an investment in the Shares and to
make an informed investment decision with respect thereto;
viii. The Party is acquiring the Shares solely for the Party's
own account as principal, for investment purposes only and not with a
view to the resale or distribution thereof, in whole or in part, and
no other person has a direct or indirect beneficial interest in such
Shares;
ix. The Party will not sell or otherwise transfer the Shares,
without registration under the Act or an exemption therefrom and fully
understands and agrees that the Party must bear the economic risk of
the Party's acquisition of the Shares for an indefinite period of time
because, among other reasons, the Shares have not been registered
under the Act or under the securities laws of any state and,
therefore, cannot be resold, pledged, assigned or otherwise disposed
of unless the Shares are subsequently registered under the Act and
under the applicable securities laws of such states or unless an
exemption from such registration is available;
x. The Party understands that, except as described in this
Agreement, the Buyer is under no obligation to register the Shares on
the Party's behalf or to assist the Party in complying with any
exemption from registration under the Act and even if the Shares are
registered for resale in connection with the Buyer's covenant set
forth in this Agreement, the Party agrees that the Party will not sell
any of the Shares unless the Party sells them to or through Xxxxxxx
Equities, Inc., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx
00000;
xi. The Party understands that sales or transfers of the Shares
are further restricted by certain state securities laws; and
xii. The Party is an accredited investor because the undersigned
is (check all that apply):
(1) A natural person whose individual net worth, or joint net
--- worth with his or her spouse, exceeds $1,000,000.
(2) A natural person whose individual income was in excess of
--- $200,000, or whose joint income with his or her spouse was in
excess of $300,000, in each of the two most recent years, and who
has a reasonable expectation of reaching the same income level
for the current year.
(3) A bank, insurance company, registered investment com pany,
--- business development company, small business investment company
or employee benefit plan.
(4) A savings and loan association, credit union, or similar
--- financial institution, or a registered broker or dealer.
(5) A private business development company.
---
(6) An organization described in Section 501(c)(3) of the
--- Internal Revenue Code with assets in excess of $5,000,000.
(7) A corporation, Massachusetts or similar business trust, or
--- partnership with assets in excess of $5,000,000.
(8) A trust with assets in excess of $5,000,000.
---
(9) A director or executive officer of the Company.
---
(10) An entity in which all of the equity owners are accredited
--- investors as set forth above.
(11) A revocable trust, such as an XXX, of which the settlor is
--- an accredited investor as set forth above.
b. The Party recognizes that the Buyer has a limited
financial and operating history, and that his acquisition of the Shares
involves some risks, including those set forth under the caption "Risk
Factors" in the Information Document.
c. If the Party is a corporation, partnership, trust or
other entity, it is authorized and qualified to invest in the Shares
offered by the Buyer, and the person signing this Agreement on behalf
of such entity has been duly authorized by such entity to do so and
appropriate documentation is attached hereto verifying such person's
authority to sign this Agreement.
3.3. Indemnification. The Party agrees to indemnify and hold harmless
the Buyer and its officers, directors and affiliates and each other person, if
any, who controls any thereof, within the meaning of Section 15 of the Act,
against any and all loss, liability, claim, damage and expense whatsoever
(including, but not limited to, any and all expenses reasonably incurred in
investigating, preparing or defending against any litigation commenced or
threatened or any claim whatsoever) arising out of or based upon any false
representation or warranty or breach or failure by the Party to comply with any
covenant or agreement made by the Party in this Article 3 or in any other
document furnished by the Party to any of the foregoing in connection with the
Party's acquisition of the Shares.
ARTICLE 4.
BUYER'S REPRESENTATIONS, WARRANTIES AND COVENANTS
4.1. Representations, Warranties and Covenants of Buyer. The Buyer
represents, warrants and covenants to the Seller that the statements contained
in this Article 4 will be performed, and will be correct and complete as of the
Closing Date.
a. Organization of the Buyer. The Buyer is a corporation formed
under the laws of the State of Colorado.
b. Authorization of Transaction. The Buyer has full power and
authority (including full corporate power and authority) to execute
and deliver this Agreement and to perform its obligations hereunder.
This Agreement constitutes the valid and legally binding obligation of
the Buyer, enforceable in accordance with its terms and conditions.
c. Noncontravention. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated
hereby will (i) violate any statute, regulation, rule, judgment,
order, decree, stipulation, injunction, charge, or other restriction
of any government, governmental agency, or court to which the Buyer is
subject or any provision of its Articles of Incorporation or (ii)
conflict with, result in a breach of, constitute a default under,
result in the acceleration of, create in any party the right to
accelerate, terminate, modify or cancel, or require any notice that
has not been given under any contract, lease, sublease, license,
sublicense, franchise, permit, indenture, agreement or mortgage for
borrowed money, instrument of indebtedness, security interest, or
other arrangement to which the Buyer is a party or by which it is
bound or to which any of its assets is subject.
ARTICLE 5.
CONDITIONS TO CLOSE
5.1. Conditions to Obligations of the Buyer. The obligation of the
Buyer to consummate the transactions to be performed by the Buyer in connection
with the Closing is subject to satisfaction of the following conditions:
a. Representations and Warranties. The representations and
warranties set forth in Article 3 above shall be true and correct in
all material respects at and as of the Closing Date;
b. No Litigation. No material action, suit or proceeding shall be
pending or threatened before any court or quasi-judicial or
administrative agency or any federal, state, local or foreign
jurisdiction against any Seller other than that described in 3.1e. of
this Asset Purchase Agreement;
c. Release of Security Interest. The Buyer has executed a
certified check, payable to First Bank, for the purposes of paying
in-full, the business loan to Xxxxx Xxxxxx, loan number 951-4902, and
has received in exchange a promissory note and Pledge and Security
Agreement, giving Buyer a first priority security interest in the
shares issued to Laser Storm of Longmont. Buyer, upon execution of
said documents and the Asset Purchase Agreement, will present First
Bank with the certified check and will receive in return a photocopy
of the note, marked "paid" and the UCC 3 releasing the secured
interests on the subject assets held for the benefit of First Bank and
the Small Business Administration ("SBA"). First Bank, having been
paid in-full for said Loan, will, as soon as practicable, take all
actions necessary to release their security interests, liens and any
other encumbrances of any kind on the Purchased Assets and it shall be
the obligation of Seller to insure that First Bank does release all
security interest that it or the U.S. Small Business Administration
have in said assets;
d. Additional Documents. The Seller shall have executed a
promissory note in favor of the Buyer and shall have pledged a
security interest in the Shares to the Buyer;
e. Seller's Certificate. The Seller shall have delivered to the
Buyer a certificate (without qualification as to knowledge or
materiality or otherwise) to the effect that each of the conditions
specified in this Section 5.1 are satisfied in all respects; and
f. Form of Documents Satisfactory. All actions to be taken by the
Seller in connection with the consummation of the transactions
contemplated hereby and all certificates, opinions, instruments and
other documents required to effect the transactions contemplated
hereby will be satisfactory in form and sub stance to the Buyer and
its counsel.
The Buyer may, at its sole election, waive any conditions specified in this
Section 5.1 if it executes a writing so stating at or prior to the Closing.
5.2. Conditions to Obligations of the Seller. The obligations to be
performed by the Seller to consummate the transactions, in connection with the
Closing, are subject to satisfaction of the following conditions:
a. Representations and Warranties. The representations and
warranties set forth in Article 4 above shall be true and correct in
all material respects at and as of the Closing Date;
b. Litigation. No material action, suit or proceeding shall be
pending or threatened against Buyer before any court or quasi-judicial
or adminis trative agency or any federal, state, local or foreign
jurisdiction in which an unfavorable judgment, order, decree,
stipulation, injunction, or charge would (i) prevent consummation of
any of the transactions contemplated by this Agreement or (ii) cause
any of the transactions contemplated by this Agreement to be rescinded
following consummation and no such judgment, order, decree, stipula
tion, injunction or charge shall be in effect;
c. Buyer's Certificate. The Buyer shall have delivered to the
Seller a certificate (without qualification as to knowledge or
materiality or otherwise) to the effect that each of the conditions
specified in this Section 5.2 are satisfied in all respects;
d. Release of Security Interest. The Loan from the Bank,
guaranteed by SBA, shall have been paid in-full and the Bank and the
SBA will as soon as practicable after the Loan has been paid, take all
actions necessary to release their security interests, liens and any
other encumbrances of any kind on the Purchased Assets; and
e. Form of Documents Satisfactory. All actions to be taken by the
Buyer in connection with the consummation of the transactions
contemplated hereby and all certificates, opinions, instruments and
other documents required to effect the transactions contemplated
hereby will be satisfactory in form and substance to the Seller and
its counsel.
The Seller may, at its sole discretion, waive any conditions specified in this
Section 5.2 if it executes a writing so stating at or prior to the Closing.
ARTICLE 6.
INDEMNIFICATION PROVISIONS
6.1. Indemnification of Seller. The Buyer agrees to indemnify the
Seller from and against the entirety of any charges, complaints, actions, suits,
damages, claims, costs, amounts paid in settlement, taxes, liens, expenses or
fees, including all attorneys' fees and court costs, which the Seller may suffer
resulting from, arising out of or relating to or caused by:
a. The breach of any of the Buyer's representations, warranties
and covenants contained in the Agreement;
b. Any liability under the Lease or any Contract expressly
assumed by the Buyer under this Agreement for which a claim is
asserted against the Seller and the events on which the claim is based
occurred after the Closing; and
c. Any liability relating to environmental problems, hazards or
liability on the Real Property for which a claim is asserted against
the Seller and the events on which the claim is based occurred after
the Closing.
6.2. Indemnification of Buyer. The Seller agrees to indemnify the Buyer
from and against the entirety of any charges, complaints, actions, suits,
damages, claims, costs, amounts paid in settlement, taxes, liens, expenses or
fees, including all attorneys' fees and court costs, which the Buyer may suffer
resulting from, arising out of or relating to or caused by:
a. The breach of any of the Seller's representations, warranties
and covenants contained in the Agreement;
b. Any liability under any Contract or otherwise not expressly
assumed by the Buyer under this Agreement for which a claim is
asserted against the Buyer; and
c. Any matter relating to environmental problems, hazards or
liability on the Real Property the cause of which occurred prior to
the Closing.
6.3. Other Indemnification Provisions. The foregoing indemnification
provisions are in addition to, and not in derogation of, any statutory or common
law remedy any party may have for breach of representation, warranty, covenant
or contract.
ARTICLE 7.
MISCELLANEOUS
7.1. Survival. All of the representations, warranties and covenants of
the Buyer and the Seller contained in this Agreement shall survive the Closing.
7.2. No Third Party Beneficiaries. This Agreement shall not confer any
rights or remedies upon any person other than the parties and their respective
successors and permitted assigns.
7.3. Entire Agreement. This Agreement, including the Exhibits and
documents referred to herein, constitutes the entire Agreement between the
parties and supersedes any prior understandings, agreements or representations
by or between the parties, written or oral, that may have related in any way to
the subject matter hereof.
7.4. Succession and Assignment. This Agreement shall be binding upon
and inure to the benefit of the parties named herein and their respective
successors and permitted assigns. No party may assign this Agreement or any of
its rights, interest or obligations hereunder without the prior written approval
of the other party.
7.5. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
7.6. Headings. The Section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
7.7. Notices. All notices, requests, demands, claims or other
communications shall be given in writing or by electronic facsimile. Any notice,
request, demand, claim or other communication hereunder shall be deemed duly
given if it is sent by certified mail, return receipt requested, postage prepaid
and addressed to the intended recipient as set forth below and a copy of the
communication is sent by electronic facsimile to the FAX number shown:
a. If to Buyer:
Laser Storm, Inc.
0000 Xxxxxx Xxxxx Xxxxx Xxxxx, Xxxx 000
Xxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
With a copy to:
Xxxxxx and Xxxxxxx, P.C.
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx, Esq.
Fax: (000) 000-0000
b. If to Seller:
Xxxxx X. Xxxxxx
0000 Xxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
Any party may change the address to which notices are to be delivered by giving
the other party notice in a manner herein set forth.
7.8. Governing Law. This Agreement shall be governed and construed in
accordance with the internal laws (and not the law of conflicts) of the state of
Colorado.
7.9. Amendments and Waivers. No amendment of any provision of this
Agreement will be valid unless the same shall be in writing and signed by the
parties. No waiver by any party of any default, misrepresentation or breach of
warranty or covenant hereunder, whether intentional or not, shall be deemed to
extend to any prior or subsequent default, misrepresentation, or breach of
warranty or covenant hereunder or affect in any way any rights arising by virtue
of any prior or subsequent such occurrence.
7.10. Severability. Any term or provision of this Agreement that is
invalid or unenforceable under law in any situation in any jurisdiction shall
not affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction. If the final judgment of a
court of competent jurisdiction declares that any term or provision hereof is
invalid or unenforceable, the parties agree that the court making the
determination of invalidity or unenforceability shall have the power to reform
the scope, duration or area of the term or provision, to delete specific words
or phrases, or to replace any invalid or unenforceable term or provision with a
term or provision that is valid and enforceable and that comes closer to
expressing the intentions of the invalid or unenforceable term or provision, and
this Agreement shall be enforceable as so modified after the expiration of time
within which judgment may be appealed.
7.11. Expenses. Each of the parties hereto will bear their own costs
and expenses (including legal fees and expenses) incurred in connection with
this Agreement and the transactions contemplated hereby, except for those agreed
to be borne by the Seller as set forth in Section 2.3(a) above.
7.12. Construction. The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent, and no
rule of strict construction will be applied against any party. The parties
intend that each representation, warranty and covenant contained herein shall
have independent significance. If any party has breached any representation,
warranty or covenant contained herein in any respect, the fact that there exists
another representation, warranty or covenant relating to the same subject matter
(regardless of the relative levels of specificity) which the party has not
breached shall not detract from or mitigate the fact that the party is in breach
of the first representation, warranty or covenant.
7.13. Further Assurances. From time to time after the Closing, the
Seller shall, if reasonably requested by the Buyer, make, execute and deliver to
the Buyer such additional assignments, bills of sale, or other instruments of
transfer as may be necessary or proper to transfer to the Buyer all of the
Seller's right, title and interest in and to any of the Purchased Assets. The
Buyer shall likewise execute and deliver to the Seller any instruments or
documents necessary to carry out the intent and purposes of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
LASER STORM, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Its: President
LASER STORM OF LONGMONT, INC.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Its: President
Taxpayer I.D. Number 00-0000000
CBS HOMES, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Its: President
Taxpayer I.D. Number
/s/ Xxxxx X. Xxxxxx
--------------------------------------
XXXXX X. XXXXXX, Individually
Social Security Number
Approved and Agreed to:
Xxxxxxx Equities, Inc.
By:
-----------------------------------
Its:
-----------------------------------
EXHIBIT G
SECURED PROMISSORY NOTE
U.S. $46,380.13 Denver, Colorado
July 23, 1996
FOR VALUE RECEIVED, Xxxxx X. Xxxxxx, an individual, and Laser Storm of
Longmont, Inc., a Colorado corporation (collectively "Maker") promise to pay to
the order of Laser Storm, Inc., a Colorado corporation, having an address at
0000 Xxxxxx Xxxxx Xxxxx Xxxxx, Xxxx 000, Xxxxxx, Xxxxxxxx 00000, or its
successors or assigns (sometimes referred to herein as "Holder"), the principal
sum of Forty-six thousand, three hundred-eighty Dollars and thirteen cents (U.S.
$ 46,380.13) with interest from the date hereof, at the rate eight percent (8%)
per annum ($10.165508 per day), amortized until 90 days after the Registration
Date, as defined in the Asset Purchase Agreement, of the 32,500 shares of Laser
Storm, Inc.'s $0.001 per value common stock issued to Maker and payable in one
lump sum of principal and interest of Forty-eight thousand two hundred nine
dollars and ninety-two cents ($ 48,209.92), with the final payment of the entire
unpaid principal balance and all accrued and unpaid interest, if not sooner
paid, due and payable on the 91st day after the Registration Date of said
shares.
All payments shall be payable to Holder at the address set forth above,
or at such other place as Holder hereof may designate from time to time in
writing.
All payments shall be first applied to the payment of interest due
hereunder, then to the payment of any other sums payable hereunder and finally
to the principal amount then remaining unpaid.
The indebtedness evidenced by this Note may be prepaid in whole or in
part without notice, penalty or premium.
If any payment due hereunder is not received by Holder on or before the
10th day after such payment is due, then Maker shall be deemed in default
hereunder.
This Note is secured by a first-in-priority perfected security interest
in 32,500 shares ("Shares") of common stock of Laser Storm, Inc. issued to Maker
and pledged in accordance with a Pledge and Security Agreement dated of even
date herewith. All proceeds from a sale of said shares shall first be applied to
the payment of this loan until paid in full. Any breach of said Pledge and
Security Agreement shall constitute a default hereunder.
In the event Maker shall default in any of the payments due hereunder
or any other obligations owed to Holder or their successors or assigns, the full
amount remaining unpaid hereunder, together with all accrued and unpaid default
interest thereon shall, at the option of the Holder, be accelerated and become
immediately due and payable. It is further agreed that any unpaid balance shall
bear interest at the lesser of 18% per annum or the maximum rate permitted by
the laws of the State of Colorado, from the date of default until paid in full.
Maker, endorsers and other persons liable hereunder expressly grant to
Holder the right to release or to agree not to xxx any other person, or to
suspend the right to enforce this Note against any such person or to otherwise
discharge such person; and each such Maker, endorser or other persons liable
hereunder agrees that the exercise of such rights by the Holder will have no
effect upon the liability of any other person liable hereunder. Maker, endorsers
or other persons liable hereunder, waive(s) delinquency in collection, demand
for payment, presentment for payment, protest, notice of protest, notice of
dishonor and all duties or obligations of Holder to effect, protect, perfect,
retain or enforce any security for payment of this Note or to proceed against
any collateral before otherwise enforcing this Note. This Note shall be the
joint and several obligation of each person comprising the Maker, endorsers or
other persons liable hereunder and shall be binding upon them, their personal
representatives, heirs, successors and assigns. Furthermore, Maker, endorsers or
other persons liable hereunder agree that the time for payment hereunder may be
extended from time to time by Holder without in any way affecting the liability
of the Maker, endorsers or other persons liable hereunder.
Maker, endorsers and all other persons liable hereunder unconditionally
guarantee(s) prompt satisfaction when due, whether by acceleration or otherwise,
of the entire outstanding principal balance and all accrued and unpaid interest,
and amounts of any additional advancements of this Note, and further agree(s) to
immediately pay to Holder hereof, upon demand, all losses, costs and expenses
(including attorneys' fees) incurred by Holder for collection and enforcement of
this Note in the event of default or otherwise.
Each individual executing this Note represents and warrants that he or
she duly is authorized to execute and deliver this Note on behalf of the person
or entity for which he or she is so executing and that this Note is binding upon
the undersigned Maker in accordance with its terms, except to the extent that
enforcement of remedies is limited by applicable bankruptcy, insolvency, and
other laws affecting the enforcement of creditors' rights generally.
This Note shall be interpreted and enforced in accordance with the laws
of the State of Colorado. In the event of default, Maker consents to the
enforcement of this Note in the District Court for the City and County of
Denver, Colorado, and waives any rights to contest venue or jurisdiction of that
court.
MAKER:
/s/ Xxxxx X. Xxxxxx
---------------------------------
Xxxxx X. Xxxxxx, Individually
LASER STORM OF LONGMONT, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Xxxxx X. Xxxxxx, President
EXHIBIT H
PLEDGE AND SECURITY AGREEMENT
Debtor for good and valuable consideration, the receipt and sufficiency
of which hereby are acknowledged, agrees as follows:
1. Definitions. The following terms used in this Security Agreement -
Pledge are defined as follows:
a. "Agreement" shall mean this Security Agreement - Pledge.
b. "Pledgee" shall mean Laser Storm, Inc.
c. "Debtor" shall mean Xxxxx X. Xxxxxx and Laser Storm of
Longmont, Inc., collectively.
d. "Collateral" shall mean:
(1) 32,500 shares of the Pledgee's common stock
evidenced by Stock Certificate No. 0242, and issued in the
name of Laser Storm of Longmont;
(2) and the proceeds, products and accessions of and to
any of the foregoing and any substitution therefor or
additions thereto.
e. "Obligations" shall mean:
(1) all obligations of Debtor to Pledgee as evidenced
by that certain Promissory Note dated of even date herewith,
in the principal amount of $46,380.13; and
(2) all other obligations of Debtor to Pledgee, direct
or indirect, absolute or contingent, now existing or
hereafter arising, including the performance and observance
of any term or condition of this Agree ment, and
(3) all expenditures made or incurred by Pledgee to
protect and maintain the Collateral and to enforce Pledgee's
rights under this Agreement, as more fully set forth herein,
including reasonable attorneys' fees.
2. Security Interest. Debtor hereby grants to Pledgee a security
interest in the Collateral. The security interest is given to secure the payment
and performance of the Obligations.
3. Warranties and Representations. Debtor warrants and represents to
Pledgee:
a. Debtor has title to the Collateral free and clear of all liens,
security interests, restrictions, set offs, adverse claims, assessments,
defaults, prepayments, defenses and conditions precedent;
b. The Collateral is enforceable in accordance with its terms, is
genuine and complies with applicable laws concerning form, content and
manner of preparation and execution, and all persons appearing to be
obligated thereon have authority and capacity to contract and are bound as
they appear to be; and
c. No financing statement covering any of the Collateral is on file in
any public office other than those which reflect the security interest
created by this Agreement.
4. Covenants of Debtor.
a. Pledgee shall also have a security interest in all securities and
other property, rights or interest of any description at any time issued or
issuable as an addition to, in substitution or exchange for or with respect
to the Collateral, including without limitation, shares issued as dividends
or as a result of any reclassification, split-up or other corporate
reorganization. Debtor shall hold in trust for and deliver promptly to
Pledgee, in the exact form received, all such securities or other property
which comes into the possession, custody or control of Debtor. Upon demand,
Debtor shall execute, sign and endorse all proxies, applications,
acceptances, stock powers, chattel paper documents, instruments and other
evidences of payment or writings constituting or relating to any of the
Collateral or any such other property. All assignments and endorsements by
Debtor shall be in such form and substance as may be satisfactory to
Pledgee, and Debtor hereby waives presentment, notice of dishonor, protest,
demand and all other notices with respect thereto.
b. Debtor shall not sell or assign any of the Collateral and shall
keep it free of liens, security interests and adverse claims other than the
security interest created by this Agreement and shall defend the Collateral
against the claims and demands of all persons, and shall pay promptly all
taxes and assessments with respect to the Collateral.
c. At Pledgee's option, Pledgee may discharge taxes, liens, security
interests and other claims against the Collateral and may pay for the
maintenance, preservation and protection thereof, including costs and
expenses incidental to any actions undertaken by Pledgee to protect the
Collateral. Any such payments by Pledgee shall be indebtedness of Debtor to
Pledgee, secured by the Collateral.
5. Rights of Pledgee.
a. Pledgee shall be deemed to have exercised reasonable care in the
custody and preservation of the Collateral if Pledgee takes such action for
that purpose as Debtor shall request, but failure to honor any such request
shall not of itself be deemed a failure to exercise reasonable care.
Pledgee shall not be required to take any steps necessary to preserve any
rights in the Collateral against prior parties nor to protect, preserve or
maintain any security interest given to secure the Collateral.
b. In Pledgee's discretion and without notice to Debtor, Pledgee may
take any one or more of the following actions, without liability except to
account for property actually received by Pledgee:
(1) After default, transfer to or register in Pledgee's name or
the name of Pledgee's nominee any of the Collateral, with or without
indication of the security interest herein created, and whether or not
so transferred or registered, receive the income, dividends and other
distributions thereon or hold them or apply them to the Obligations in
any order of priority;
(2) After default, exercise or cause to be exercised all voting
and corporate powers with respect to any of the Collateral so
registered or transferred, including all rights of conversion,
exchange, subscription or any other rights, privileges or options
pertaining to such Collateral, as if the absolute owner thereof;
(3) Exchange any of the Collateral for other property upon a
reorganization, recapitalization or other readjustment and, in
connection therewith, deposit any of the Collateral with any committee
or depository upon such terms as Pledgee may determine;
(4) In Pledgee's name or in the name of Debtor demand, xxx for,
collect or receive any money or property at any time payable or
receivable on account of or in exchange for any of the Collateral and,
in connection therewith, endorse notes, checks, drafts, money orders,
documents of title or other evidences of payment, shipment or storage
in the name of Debtor;
(5) Make any compromise or settlement deemed advisable with
respect to any of the Collateral;
(6) Renew, extend or otherwise change the terms and conditions of
any of the Collateral or the Obligations;
(7) Take or release any other collateral as security for any of
the Collateral or the Obligations;
(8) Add or release any guarantor, endorser, surety or other party
to any of the Collateral or Obligations; and
(9) Xxx on, obtain judgment on or compromise on any of the
Collateral.
c. Pledgee shall be under no duty to exercise or to withhold the
exercise of any of the rights, powers, privileges and options expressly or
implicitly granted to Pledgee in this Agreement, and shall not be
responsible for any failure to do so or delay in so doing.
6. Default. There shall be a default under this Agreement upon the
happening of any of the following events or conditions:
a. Default in the due payment, performance or observance of any of the
Obligations;
b. Any warranty, representation or statement of Debtor in this
Agreement, or otherwise, made or furnished to Pledgee by or on behalf of
Debtor, proves to have been false in any material respect when made or
furnished;
c. Any event which results in the acceleration of the indebtedness of
Debtor to Pledgee;
d. The seizure or taking of any Collateral by any governmental or
similar authority or the issuance of a writ, order of attachment or
garnishment with respect thereto; or
e. Good faith belief by Pledgee that the Obligations are inadequately
secured or that the prospect of payment, performance or observance of any
of the Obligations is impaired.
7. Remedies.
a. Upon the occurrence of any default Pledgee may without notice or
demand declare any of the Obligations immediately due and payable and this
Agreement in default and thereafter Pledgee shall have the remedies of a
secured party under the Uniform Commercial Code as then in effect in
Colorado, including without limitation, the right to take possession of any
of the Collateral not then in Pledgee's possession. If notice is required
by law, five days prior written notice of the time and place of any public
sale or of the time after which any private sale or any other intended
disposition thereof is to be made shall be reasonable notice to Debtor. No
such notice is necessary if the Collateral is perishable, threatens to
decline speedily in value or of a type customarily sold on a recognized
market. The proceeds of any sale or other disposition of the Collateral may
be applied to the Obligations in any order of priority.
b. If Pledgee in good faith believes that the Securities Act of 1933,
as amended, or any other state or federal law prohibits or restricts the
customary manner of sale or distribution of any of the Collateral, Pledgee
may sell such Collateral privately or in any other manner deemed advisable
by Pledgee at such price or prices as Pledgee determines in Pledgee's sole
discretion. Debtor recognizes that such prohibition or restriction may
cause the Collateral to have less value than it otherwise would have and
that, consequently, such sale or disposition by Pledgee may result in a
lower sales price than if the sale were otherwise held.
8. General.
a. No default shall be waived by Pledgee except in writing and no
waiver of any payment or other right under this Agreement shall operate as
a waiver of any other payment or right.
b. Pledgee may assign, transfer or deliver any of the Collateral to
any transferee of any of the Obligations and thereafter shall be fully
discharged from all responsibility with respect to such Collateral. The
transferor shall be vested with all the powers and rights of Pledgee
hereunder with respect to such Collateral, but Pledgee shall retain all
rights and powers hereunder with respect to any of the Collateral
remaining.
c. Any consent, notice or other communication required or contemplated
by this Agreement shall be in writing. If intended for Debtor, it shall be
deemed given if mailed, postage prepaid, to Debtor at the address given on
the front page of this Agreement or at such other address given by notice
herein provided. If intended for Pledgee, it shall be deemed given only if
actually received by Pledgee.
d. This Agreement shall be construed under and governed by the laws of
Colorado.
e. Unless the context otherwise requires, all terms used herein which
are defined in the Uniform Commercial Code as in effect in Colorado shall
have the meanings therein stated.
f. All rights of Pledgee under this Agreement shall be cumulative and
shall inure to the benefit of Pledgee's successors and assigns. All
obligations of Debtor hereunder shall be binding upon the heirs, legal
representatives, successors and assigns of the Debtor.
Dated: 7/23/96
/s/ Xxxxx X. Xxxxxx
---------------------------------
Xxxxx X. Xxxxxx, Individually
LASER STORM OF LONGMONT, INC.
/s/ Xxxxx X. Xxxxxx
---------------------------------
Xxxxx X. Xxxxxx, President
