THIS AGREEMENT made this 26 day of September, 2014.
THIS AGREEMENT made this 26 day of September, 2014.
B E T W E E N:
Myriad Interactive Media, INC
(hereinafter referred to as the "Vendor")
OF THE FIRST PART
- and -
Mouse LLC
(hereinafter referred to as the "Purchaser")
OF THE SECOND PART.
WHEREAS the Vendor carries on a web marketing business under the trade name
"Myriad Interactive Media Inc." located at 0 Xxxxxx Xxxxx Xxxxx 000, Xxxxxxx Xxxxxxx (the
"Business");
AND WHEREAS the Vendor has agreed to sell and the Purchaser has agreed to
purchase certain of the assets of the Business upon such terms and conditions as hereinafter set out;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in
consideration of the premises hereto and the covenants hereinafter contained and other good and
valuable consideration (the sufficiency and receipt of which is hereby acknowledged by all parties),
the parties hereto agree as follows:
ARTICLE I - RECITALS
1.01 The recitals hereto are true and correct.
ARTICLE II - DEFINITIONS
2.01 In this Agreement, unless the context otherwise requires, the following terms shall
have the following meaning:
(a) "Agreement" means this agreement and any schedules and attachments to
this agreement, and the words "herein", "hereof", "hereunder", and any similar words or expressions
shall mean this Agreement;
(b) "Asset Purchase Price" means the aggregate purchase price set forth in
paragraph 4.01 hereof subject to adjustment as provided for in paragraph 4.03 hereof;
2
(c) "Business" means the business of the Vendor described in the recitals hereto
and carried out at the Leasehold Premises;
(d) "Closing Date" means the 27th day of September 2014 or such other date as
may be mutually agreed upon in writing by the parties hereto;
(e) "Equipment" means all equipment, leasehold improvements, furnishings and
accessories of all kinds used in connection with the Business, including, without limiting the
generality of the foregoing, those listed in Schedule "A" attached hereto;
(f) "Goodwill" means the goodwill of the Business, together with the exclusive
right of the Purchaser to represent itself as carrying on the Business in continuation of and in
succession to the Vendor;
(g) "Inventory" means all useable inventories of food products and other stock
in trade owned by the Vendor and acquired for the purpose of the Business but not yet consumed as
of the Closing Date;
(h) "Purchased Assets" means the aggregate of assets described in paragraph
3.01 hereof; and
(i) "Time of Closing" means the hour of 3:00 o'clock in the afternoon on the
Closing Date.
2.02 The insertion of headings in this Agreement is for convenience of reference only and
shall not affect the construction or interpretation hereof.
2.03 In this Agreement, where the context requires, words importing the singular include
the plural and vice versa and words importing gender include the masculine, feminine and neuter
genders.
2.04 This Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware.
2.05 All dollar amounts referred to in this Agreement are in Canadian funds.
ARTICLE III - PURCHASED ASSETS
3.01 Subject to the terms and conditions of this Agreement, the Vendor agrees to sell to
the Purchaser and the Purchaser agrees to purchase from the Vendor all of the following assets:
(a) 75% Ownership Rights to XxxxxxXxxx.xxx code & website
(b) 75% Ownership Rights to XxxxxxXxxx.xxx domain name
3
ARTICLE IV - ASSET PURCHASE PRICE
4.01 The aggregate purchase price for the Purchased Assets is the sum of $12,000 USD
4.02 The Asset Purchase Price shall be payable by the Purchaser to the Vendor as
follows:
(a) A wire transfer in the amount of $12,000 USD made payable to Myriad
Interactive Media, Inc., shall be submitted at the time of closing this
Agreement.
4.03 The Vendor and the Purchaser hereby agree that the Purchase Price is allocated
among the Purchased Assets as follows:
(a) 75% Ownership Rights to XxxxxxXxxx.xxx:
(i) Source Code Delivery & Ownership $11,999
(ii) XxxxxxXxxx.xxx Domain $1.00
4
ARTICLE V - CLOSING
5.01 The sale and purchase of the Purchased Assets provided for in this Agreement shall
be formally closed at a place to be mutually agreed upon by the parties’ solicitors at the Time of
Closing or such other time mutually agreed upon by the parties hereto.
ARTICLE VI - REPRESENTATIONS AND WARRANTIES
6.01 The Vendor represents and warrants to the Purchaser and acknowledges, that the
Purchaser is relying on such representations and warranties as follows:
(a) the Vendor is a resident of Canada within the meaning of Section 116 of the
Income Tax Act (Canada);
(b) the Purchased Assets are owned by the Vendor as the beneficial owner
thereof and, as at the Time of Closing, the Vendor shall have good and marketable title thereto free
and clear of any mortgages, liens, charges, pledges, claims or encumbrances of any nature and kind
whatsoever;
(c) that no person or legal entity other than the Purchaser has any agreement or
option, right or privilege (whether by law, pre-emptive or contractual) capable of becoming an
agreement for the purchase of the Purchased Assets;
(d) there are no actions, suits or proceedings pending or threatened against or
affecting the Vendor in law or in equity, before any federal, provincial, municipal or other
government department, commission, board, agency or instrumentality, domestic or foreign,
regarding title to or any claim for an interest in the Purchased Assets;
(e) the Vendor holds all proper licenses, permits and authorities as may be
required by any government or software licensing authority having jurisdiction there over to carry
on the Business and all such licenses, permits and authorities are in good standing and undisputed;
(f) that the directors will not own, operate, finance, be a partner, director or
officer or have any interest, either directly or indirectly, in any similar type of business to that of the
Business for a period of five (5) years from the Closing Date;
(g) the Vendor will carry on the Business in the ordinary course and in a good
and reputable manner until the Closing Date;
(h) the Vendor does not have any information or knowledge of any facts relating
to the Purchased Assets of the Business which if known to the Purchaser might reasonably be
expected to deter the Purchaser from completing the transaction herein contemplated;
5
(i) that all taxes and other government levies in connection with every aspect of
the Business have been or shall be fully paid up to the Closing Date.
6.02 The Purchaser represents and warrants to the Vendor, and acknowledges that the
Vendor is relying on such representation and warranty as follows:
(a) that the Purchaser is a non-Canadian within the meaning of the Investment
Canada Act.
6.03 Unless waived in accordance with the provisions of this Agreement, the parties
hereto agree that notwithstanding the Closing of this transaction of purchase and sale of the
Purchased Assets contemplated herein, the representations and warranties contained in this
Agreement shall survive Closing.
ARTICLE VII - CONDITIONS ON CLOSING
7.01 The Purchaser shall not be obliged to complete the transaction herein provided for
unless, at the Time of Closing, each of the following conditions shall have been satisfied, it being
understood that the said conditions are included for the exclusive benefit of the Purchaser and may
be waived by the Purchaser in whole or in part, in writing at any time; and the Vendor shall use his
best efforts to ensure that such conditions are fulfilled on or before the Time of Closing:
(a) the representations and warranties set forth in paragraph 6.01 shall be true
and correct in all material respects at the Time of Closing as if such representations and warranties
were made at the Time of Closing and a certificate, duly executed by the Vendor, evidencing same
shall have been delivered to the Purchaser on closing;
(b) all of the terms, covenants and agreements set forth in this Agreement to be
complied with or performed by the Vendor on or before the Time of Closing shall have been
complied with or performed by the Vendor on or before the Time of Closing;
(c) the Vendor shall deliver to the Purchaser possession of the Purchased Assets;
(d) the Vendor shall deliver to the Purchaser a duly executed Xxxx of Sale and
such other assignments or title documents necessary to properly sell, transfer, assign and convey the
Purchased Assets to the Purchaser;
(e) the purchase and sale of the Purchased Assets shall be made in compliance
with the Retail Sales Tax Act of Ontario and the Vendor shall deliver to the Purchaser a certificate
from the Ministry of Finance pursuant to Section 6 of said Act;
6
(f) the Vendor shall deliver to the Purchaser duly executed and proper
assignments of all transferable licenses, permits and authorities necessary for the Purchaser to
operate the Business after the Time of Closing, including without limiting the generality of the
foregoing, an assignment of the existing telephone number;
(g) the Vendor shall deliver to the Purchaser such other documents, materials, or
assurances necessary to give effect to the transactions contemplated by the terms of this Agreement;
(h) the Vendor shall deliver to the Purchaser a Non-Competition Covenant
agreeing not to compete, either directly or indirectly, in any capacity whatsoever, whether as
owner, operator, financier, partner, director or officer, with the Business, and not to have any
interest, either directly or indirectly, in any business that is similar to or in competition with the
Business, for a period of five (5) years from the Closing , such Non-Competition Covenant to be in
a form reasonably acceptable to the solicitor for the Purchaser;
(i) the Vendor shall deliver to the Purchaser an indemnity duly executed by the
Vendor with respect to any loss suffered by the Purchaser as a result of any breach of any
representation, warranty or covenant contained in this Agreement on the part of the Vendor, such
indemnity to be in a form reasonably acceptable to the solicitor for the Purchaser.
7.02 The Vendor shall not be obliged to complete the transaction herein provided for
unless, at the Time of Closing, each of the following conditions shall have been satisfied, it being
understood that the said conditions are included for the exclusive benefit of the Vendor and may be
waived by the Vendor in whole or in part, in writing at any time; and the Purchaser shall use his best
efforts to ensure that such conditions are fulfilled on or before the Time of Closing:
(a) the representations and warranties set forth in paragraph 6.02 shall be true
and correct in all material respect at the Time of Closing as if such representations and warranties
were made at the Time of Closing and a certificate duly executed by the Purchaser, evidencing same
shall have been delivered to the Vendor on Closing;
(b) all the terms, covenants and agreements set forth in this Agreement to be
complied with or performed by the Purchaser on or before the Time of Closing shall have been
complied with or performed by the Purchaser on or before the Time of Closing; and
(b) the Purchaser shall deliver to the Vendor such other documents, materials, or
assurances as the Vendor may reasonably request in order to give effect to
the transactions contemplated by the terms of this Agreement.
7
ARTICLE VIII - CONDITIONS AND FURTHER ASSURANCES
8.01 At any time and from time after the Time of Closing, the Vendor will, at the
Purchaser's request and expense, execute and deliver to the Purchaser such further instruments of
title and perform all acts reasonably necessary in order to vest and affirm in the Purchaser title to the
Purchased Assets.
8.02 The Vendor and the Purchaser agree to execute and file a joint election pursuant to
section 167(1) of the Excise Tax Act in order that the Purchased Assets may be purchased by the
Purchaser hereunder with no GST payable on closing.
8.03 The Vendor shall provide, at no cost whatsoever, full and dedicated training to the
Purchaser (or its principals) concerning all aspects of the Business, including without limitation the
introduction of the Purchaser to all of the Vendor's suppliers, for a period of one (1) month, prior to
and after the Closing Date, during normal business hours.
8.04 The Vendor will give the Purchaser first right of refusal to purchase the remaining
25% interest in XxxxxxXxxx.xxx for the sum of $4,000 at anytime within a 1 year period, providing
a royalty for future sales and or advertising revenue of 25% is given to the Vendor.
8.05 The Vendor agrees to work out a service agreement in a separate contract for web
maintenance of the XxxxxxXxxx.xxx platform to be agreed to by both parties.
ARTICLE IX - NOTICE
9.01 Any notice to be given under or pursuant to the provisions of this Agreement or in
any way concerning the same shall be sufficiently given if reduced to writing and personally
delivered or mailed by prepaid registered mail addressed to:
If to the Purchaser at: 0 Xxxxxx Xxxxx Xxxxx 000 Xxxxxxx, Xxxxxxx Xxxxxx
If to the Vendor at: 0000 Xxxx Xxxxxx XX 0 Xxxxxxxxxx XX 00000 XXX
or at such other address as any of the parties hereto may hereafter designate by notice given in the
manner herein provided, and such notice shall be deemed to have been received when delivered, or
if mailed, three (3) days after mailing (excluding Saturdays, Sundays and legal holidays); provided
that in the event of postal disruption of any nature or kind whatsoever, any notice required to be
given under this Agreement shall be personally delivered to either party hereto at the address
specified above.
8
ARTICLE X - ENTIRE AGREEMENT
10.01 This Agreement constitutes the entire Agreement between the parties hereto
pertaining to the subject matter hereof and supersedes all prior contracts, agreements and
undertakings of the parties in connection herewith. No modifications or alterations to this
Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any
provision of this Agreement shall be deemed or shall constitute a waiver of any other provisions
hereof (whether or not similar) nor shall a waiver constitute a continuing waiver unless expressly
stated to be so.
ARTICLE XI - TIME
11.01 Time shall be of the essence in this Agreement and every part hereof.
ARTICLE XII - SUCCESSORS AND ASSIGNS
12.01 This Agreement shall ensure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, legal representatives, successors and assigns, as
the case may be.
ARTICLE XIII - PROFESSIONAL FEES
13.01 Each of the parties hereto shall be responsible and liable for any of their own legal,
accounting or other professional fees and disbursements incurred in connection with the preparation
of and transactions arising out of this Agreement.
ARTICLE XIV - SCHEDULE
14.01 The following Schedules shall form part of and be incorporated into this Agreement:
Schedule "A" Asset List
IN WITNESS WHEREOF the Vendor and the Purchaser have hereunto executed
this Agreement under seal.
This undersigned consent to all the provisions in this Agreement, signed this 26 day of September, 2014.
/s/ Xxxxx Xxxxx /s/ Xxxx Xxxx
Xxxxx Xxxxx Xxxx Xxxx
Myriad Interactive Media Inc. Mouse LLC
9