ASSET PURCHASE AGREEMENT
THIS AGREEMENT dated the 27th day of August, 1999
BETWEEN:
High Tech Venture Capital Inc., a company incorporated under the laws of British
Columbia and having an office at 0000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0;
(the "Vendor")
AND:
Predator Ventures Ltd., a corporation continued under the laws of Wyoming and
having an office at 2200 - 000 Xxxx Xxxxxxx Xx., Xxxxxxxxx, Xxxxxxx Xxxxxxxx,
X0X 0X0;
(the "Purchaser")
AND:
Xxxx Xxxxx, business person, of 0000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx,
X0X 0X0;
("Xxxxx")
WHEREAS:
A. The Vendor is the registered holder of the Assets (as defined herein) and
is desirous of selling, assigning, transferring and relinquishing to the
Purchaser all of its right, title and interest in and to the Assets, on the
terms and conditions hereinafter set forth;
B. The Purchaser is desirous of purchasing from the Vendor and of having
assigned, transferred and relinquished to it all of the right, title and
interest of the Vendor in and to the Assets, on the terms and conditions
hereinafter set forth;
X. Xxxxx is the sole shareholder of the Vendor;
NOW THEREFORE in consideration of the premises and the respective covenants,
agreements representations and warranties of the parties herein contained and
for other good and valuable consideration (the receipt and sufficiency of which
is hereby acknowledged) the Parties hereto covenant and agree as follows:
1 DEFINITIONS AND INTERPRETATION
1.1 For the purposes of this Agreement, unless the context otherwise
requires, the following terms will have the respective meanings set out below
and grammatical variations of such terms will have corresponding meanings:
(a) "Administrative Budget" means the administrative costs of the Vendor as
detailed in Schedule "A" which costs will be incurred in furtherance of
developing the Business and ensuring that the Business Plan is implemented in a
timely manner;
(b) "Advances" means the Website Development funds and the Administrative
Budget funds advanced by to the Vendor by the Purchaser as specified in section
7.1(f);
(c) "Agreement" means this Asset Purchase Agreement;
(d) "Assets" means the Business Assets, the Domain Names and the Material
Contracts;
(e) "Business Assets" means the business model of creating vertically
branded channels under the name "Worldwide Broadcast Network" ("WWBC") and to
utilize the Domain Names for the purpose of positioning WWBC as a leading
aggregator, and ultimately broadcaster of streaming media programming on the
Internet as detailed in the Business Plan;
(f) "Business Plan" means the business plan of the Vendor attached as
Schedule "B";
(g) "Closing Date" means a date on or before September 30, 1999 unless
extended to October 31, 1999 pursuant to section 10.2 hereof;
(h) "Domain Names" means the following names under the InterNIC internet
domain name registration service and includes all and any goodwill and
intellectual property rights, including any trademarks or tradenames, that may
be associated with the Domain Names:
(i) xxxxxxxxxxxxxxxxxx.xxx;
(ii) xxxxxxxxxxx.xxx;
(iii) xxxx.xxx;
(iv) xxxxxxx.xxx;
(v) xxxxxxxxxxx.xxx;
(vi) xxxxxxxx.xxx;
(vii) xxxxxxxxx.xxx
(viii) xxxxxxx.xxx;
(ix) xxxxxxxx.xxx;
(x) xxxxxxxxxx.xxx;
(xi) xxxxxxxx.xxx;
(xii) xxxxxx.xxx;
(xiii) xxxxxxxx.xxx;
(xiv) xxxxxxx.xxx;
(xv) xxxxxx.xxx;
(xvi) xxxxxxxx.xxx; and
(xvii) xxxxxxxx.xxx;
(i) "Management Agreement" means a management agreement between the Vendor
and the Purchaser for a term of no less than 12 months, which management
agreement shall provide for the retention of Xxxxx'x services in his capacity as
President of the Purchaser and payment by the Purchaser to the Vendor of a
monthly fee of $7,000 per month and shall detail the functions which Xxxxx will
perform for the Purchaser in his capacity as President and will also include
such other reasonable terms as the parties may negotiate such as confidentiality
and non-competition provisions;
(j) "Material Contracts" means the Website Development Agreement and all
other contracts entered into by the Vendor and/or Xxxxx in respect of the Domain
Names or the Business Assets as listed on Schedule "C" attached hereto;
(k) "Purchase Price" means the purchase price to be paid by the Purchaser to
the Vendor for the Assets, as provided for in section 3.1;
(l) "Purchase Shares" means the post-consolidated common shares of the
Purchaser to be issued to the Vendor on the Closing Date which will, be free
trading shares if the Purchase Shares are supported by the Valuation Report,
subject to a hold period imposed under B.C. securities laws of one year from the
date of the Letter Agreement between the parties dated July 19, 1999;
(m) "Regulatory Approval" means the approval described in section 9.3;
(n) "Time of Closing" means 10:00 a.m. (Pacific Standard Time) on the
Closing Date;
(o) "Valuation Report" means the valuation report prepared by an independent
third party acceptable to the Vendor, the Purchaser and the VSE on the Assets in
support of the issuance of the Purchase Shares;
(p) "VSE" means the Vancouver Stock Exchange;
(q) "Website Development Agreement" means the draft website development
agreement between the Vendor and SunCommerce Corporation which will require that
expenditures in the approximate amount of $100,000 be incurred over 80 to 100
days following July 9, 1999, which expenditures are detailed in Schedule "D"
attached hereto.
1.2 Unless otherwise indicated, all dollar amounts in this Agreement are
expressed in Canadian funds.
1.3 The division of this Agreement into sections and subsections and the
insertion of headings are for convenience of reference only and will not affect
the interpretation of this Agreement. Unless otherwise indicated, any reference
in this Agreement to a section or subsection refers to the specified section or
subsection of this Agreement.
1.4 In this Agreement, words importing the singular number only will include
the plural and vice versa, words importing gender will include all genders and
words importing persons will include individuals, corporations, partnerships,
associations, trusts, unincorporated organizations, governmental bodies and
other legal or business entities of any kind whatsoever.
1.5 The following are the Schedules attached to and incorporated in this
Agreement by this reference and deemed to form a part hereof:
Schedule "A" Administrative Budget
Schedule "B" Business Plan
Schedule "C" Material Contracts
Schedule "D" Website Development Agreement
Schedule "E" Outstanding Options, Warrants and Convertible Securities
Schedule "F" Vendor Solicitor's Opinion
Schedule "G" Vendor Certificate
Schedule "H" Purchaser Solicitor's Opinion
Schedule "I" Purchaser Certificate
2 PURCHASE AND SALE
2.1 Subject to the terms and conditions of this Agreement, effective as at
the Closing Time, the Vendor will sell, assign, transfer and relinquish to the
Purchaser and the Purchaser will purchase from the Vendor the Assets free and
clear of all encumbrances.
3 PAYMENT OF THE PURCHASE PRICE
3.1 The Purchase Price shall be paid by the Purchaser to the Vendor as
follows:
(a) by the payment of $70,000 (the "Cash Payment"); and
(b) by the issuance of a total of 3,000,000 Purchase Shares at a fair market
value of $0.05 per share.
3.2 The Vendor and Purchaser each acknowledge to and agrees with the other
that the Purchase Shares, to the extent that their value is not supported by the
Valuation Report, may be subject to such escrow restrictions as imposed by the
VSE as a condition to the approval of the Agreement and that this Agreement is
subject to such escrow restrictions being acceptable to the Vendor and the
Purchaser.
3.3 The Purchaser will be liable for and pay all social service taxes, sales
taxes, goods and services tax, income taxes, registration charges and transfer
fees, if any, properly payable upon and in connection with the sale and transfer
of the Assets by the Vendor to the Purchaser, provided that in no event shall
the Purchaser be liable for or pay, but instead the Vendor shall be liable for
and pay, any social service taxes, sales taxes, goods and services tax,
registration charges and transfer fees which the Vendor failed to pay or was
exempted from paying prior to the date of this Agreement.
4 VENDOR REPRESENTATIONS AND WARRANTIES
4.1 The Vendor and Xxxxx jointly and severally represent and warrant to the
Purchaser, with the intent that the Purchaser will rely thereon in entering into
this Agreement and in concluding the transactions contemplated hereby, that:
(a) the Vendor is a corporation duly incorporated, validly existing, and in
good standing under the laws of British Columbia and has the power, authority,
and capacity to enter into this Agreement and to carry out its terms;
(b) each of the Vendor and Xxxxx is a "Canadian" within the meaning of the
Investment Canada Act, R.S.C.;
(c) the execution and delivery of this Agreement and the completion of the
transaction contemplated hereby have been duly and validly authorized by all
necessary corporate action on the part of the Vendor, and this Agreement
constitutes a valid and binding obligation of the Vendor enforceable against the
Vendor in accordance with its terms;
(d) the Vendor is the legal and beneficial owner of the Assets, free and
clear of all encumbrances whatsoever, and is not a party to or bound by any
contract or any other obligation whatsoever that limits or impairs its ability
to sell, transfer, assign or convey, or that otherwise affects, the Assets;
(e) the Vendor has the right to convey the right, title, benefit and
interest in the Assets to the Purchaser in the manner provided herein;
(f) the Vendor is the registered owner of the Domain Names and all fees or
other costs associated with maintaining the registration of the Domain Names
have been paid as at the date of this Agreement and the registration of the
Domain Names is in good standing with Network Solutions, Inc.;
(g) no person other than the Purchaser has been granted any interest in or
right to use all or any portion of the Assets;
(h) to the best of their knowledge, the Vendor's use and sale of the Assets
does not infringe upon, or induce or contribute to the Infringement of, the
intellectual property rights, domestic or foreign, of any other person;
(i) to the best of their knowledge, the Vendor is not aware of any specific
claim of infringement (or the inducing of or contribution to the infringement)
of any intellectual property rights of any other person arising from the use of
the Domain Names, nor has the Vendor received any notice that the use of any of
the Domain Names infringes upon or breaches any intellectual property rights of
any other person;
(j) the Material Contracts listed on Schedule "C" to this Agreement
constitute all of the material contracts and agreements of the Vendor related to
the Assets and the Material Contracts are in good standing in all respects and
not in default in any respect.
5 PURCHASER REPRESENTATIONS AND WARRANTIES
5.1 The Purchaser represents and warrants to the Vendor and Xxxxx as
follows, with the intent that the Vendor and Xxxxx will rely thereon in entering
into this Agreement and in concluding the purchase and sale contemplated hereby,
that:
(a) the Purchaser is a corporation duly incorporated, validly existing, and
in good standing under the laws of State of Wyoming and has the power,
authority, and capacity to enter into this Agreement and to carry out its terms;
(b) the Purchaser is a "reporting issuer" as that term is defined in the
Securities Act (British Columbia);
(c) the Purchaser's common shares are listed and, as of the Effective Date,
posted for trading on the VSE;
(d) the Purchaser is a "Canadian" within the meaning of the Investment
Canada Act, R.S.C.;
(e) as of the date of this Agreement, the authorized share capital of the
Purchaser consisted of 100,000,000 common shares without par value of which
15,918,107 common shares were issued and outstanding;
(f) there are no commitments, plans or arrangements of any kind whatsoever
to issue shares of the Purchaser, nor are there any outstanding options,
warrants, convertible securities or other rights of any kind whatsoever calling
for the issuance of any of the unissued shares of the Purchaser save and except
as listed on Schedule "E" attached hereto;:
(g) the execution and delivery of this Agreement and the completion of the
transactions contemplated hereby has been duly and validly authorized by all
necessary corporate action on the part of the Purchaser, and this Agreement
constitutes a valid and binding obligation of the Purchaser in accordance with
its term;
(h) the audited financial statements of the Purchaser for its fiscal year
ended December 31, 1998 and the unaudited financial statements for the six
months ended June 30, 1999 (collectively the "Purchaser's Financial Statements")
are true and correct in every material respect and present fairly and accurately
the financial position and results of the operations of the Purchaser for the
periods then ended and the Purchaser's Financial Statements have been prepared
in accordance with generally accepted accounting principles applied on a
consistent basis;
(i) there are no liabilities of the Purchaser, whether direct, indirect,
absolute, contingent or otherwise which are not disclosed or reflected in the
Purchaser's Financial Statements except those incurred in the ordinary course of
business of the Purchaser since June 30, 1999 which are recorded in the books
and records of the Purchaser.
6 VENDOR COVENANTS
6.1 The Vendor and Xxxxx hereby jointly and severally covenant to the
Purchaser (which covenants shall survive closing) that:
(a) from and including the date of this Agreement through to and including
the Time of Closing, permit the Purchaser, through its directors, officers,
employees and authorized agents and representatives (collectively the
"Purchaser's Representatives") at its own cost, full access to the Vendor's
books, records and property related to the Assets so as to permit the Purchaser
to make such investigation (the "Purchaser's Investigation") of the Assets as
the Purchaser deems necessary;
(b) as soon as reasonably practicable, provide to the Purchaser all such
further documents, instruments and materials and do all such acts and things as
may be required by the Purchaser to obtain Regulatory Approval including, but
not limited to, providing to the Purchaser a valuation opinion of the Assets in
a form and by a party acceptable to the VSE so as to permit the Purchaser's
Shares to be issued as "trading shares" as that term is defined in VSE Listings
Policy Statement No. 18;
(c) it shall complete, sign and return to the Purchaser as soon as possible
on request by the Purchaser any documents as may be required by regulatory
authorities, stock exchanges and applicable law or as directed by the
Purchaser's solicitors;
(d) from and including the date of this Agreement through to and including
the Time of Closing:
(i) do all such acts and things necessary to ensure that all of the
representations and warranties of the Vendor and Xxxxx or any one of them
contained in this Agreement or any certificates or documents delivered by them
or any one of them pursuant to this Agreement remain true and correct;
(ii) keep confidential all discussions and communications (including all
information communicated therein) between the parties, and all written and
printed materials of any kind whatsoever exchanged by the parties, and, if so
requested by the Purchaser, the Vendor and Xxxxx shall arrange for any director,
officer, employee, authorized agent or representative of the Vendor to enter
into and Xxxxx himself shall enter into a non-disclosure agreement with the
Purchaser in a form acceptable to the Purchaser acting reasonably;
(iii) not negotiate with any other person in respect of a purchase and sale
of all or any part of the Assets.
7 PURCHASER COVENANTS
7.1 The Purchaser hereby covenants with the Vendor and Xxxxx (which
covenants shall survive closing) that:
(a) from and including the date of this Agreement through to and including
the Time of Closing, permit the Vendor and Xxxxx themselves and through their
authorized agents and representatives (collectively the "Vendors'
Representatives") at their own cost, full access to the Purchaser's property,
books and records including, without limitation, all of the assets, contracts
and minute books of the Purchaser, so as to permit the Vendors' Representatives
to make such investigation (the "Vendors' Investigation") of the Purchaser as
the Vendor and Xxxxx xxxx necessary;
(b) use its best efforts to obtain Regulatory Approval for this Agreement
and the transactions contemplated hereunder on or before the 30th day of
September, 1999;
(c) from and including the date of this Agreement through to and including
the Time of Closing, do all such acts and things necessary to ensure that all of
the representations and warranties of the Purchaser contained in this Agreement
or any certificates or documents delivered by it pursuant to this Agreement
remain true and correct;
(d) on or before the Time of Closing, the Purchaser shall seek all required
shareholder and regulatory approvals to:
(i) consolidate its share capital on a two old for one new basis such that
after the consolidation there will be approximately 7,959,000 common shares of
the Purchaser issued and outstanding not including the Purchase Shares;
(ii) change the name of the Purchaser to "xxxxxxxxxxx.xxx inc.";
(iii) implement an incentive stock option plan (the "Option Plan"), which
Option Plan shall provide for the reservation for issuance of up to 20% of the
issued and outstanding share capital of the Purchaser (on a post-consolidated
basis) and structured in accordance with generally accepted industry standards
and applicable regulatory policy, and formulated and adopted by the Purchaser
for the issuance of incentive stock options to directors, employees and
consultants at an exercise price to be determined in accordance with applicable
regulatory policies;
(iv) grant to Xxxxx under the Option Plan an option (the "Xxxxx Option") to
purchase 300,000 shares (on a post-consolidated basis) at a price of $0.33 per
share ($0.66 on a post-consolidated basis);
(e) except for the stock options currently outstanding as detailed in
Schedule "E" attached hereto and the proposed Purchase Shares to be issued to
the Vendor as part of the acquisition of the Assets and any shares which may be
allocated pursuant to the Option Plan, including the Xxxxx Option, Predator will
not issue any further shares prior to the Closing Date without the consent of
the Vendor;
(f) the Purchaser will pay up to $200,000 to fund the activities detailed in
the Administrative Budget as set out in Schedule "A" hereto (the "Advances")
which includes, without limitation, the costs associated with the Website
Development Agreement;
(g) from and including the Effective Date through to and including the Time
of Closing:
(i) do all such acts and things necessary to ensure that all of the
representations and warranties of the Purchaser contained in this Agreement or
any certificates or documents delivered by the Purchaser pursuant to this
Agreement remain true and correct;
(ii) subject to its obligations as a reporting issuer listed on the VSE,
keep confidential all discussions and communications (including all information
communicated therein) between the parties, and all written and printed materials
of any kind whatsoever exchanged by the parties, and, if so requested by the
Vendor, the Purchaser shall arrange for any of the Purchaser's Representatives
to enter into, and the Purchaser itself shall enter into, a non-disclosure
agreement with the Vendor and Xxxxx in a form acceptable to the Vendor and Xxxxx
acting reasonably;
(iii) not negotiate with any other person in respect of a purchase and sale
of any other assets or shares.
8 INDEMNITY
8.1 Notwithstanding the completion of the transactions contemplated under
this Agreement or the Purchaser's Investigation, the representations, warranties
and acknowledgements of the Vendor or Xxxxx or any one of them contained in this
Agreement or any certificates or documents delivered by them or any one of them
pursuant to this Agreement shall survive the completion of the transactions
contemplated by this Agreement and shall continue in full force and effect
thereafter for the benefit of the Purchaser. If any of the representations,
warranties or acknowledgements given by the Vendor or Xxxxx or any one of them
in this Agreement are found to be untrue or there is a breach of any covenant or
agreement in this Agreement on the part of the Vendor or Xxxxx or any one of
them, the Vendor and Xxxxx shall jointly and severally indemnify and save
harmless the Purchaser from and against any and all liability, claims, debts,
demands, suits, actions, penalties, fines, losses, costs (including legal fees
and disbursements as charged by a lawyer to his own client), damages and
expenses of any kind whatsoever which may be brought or made against the
Purchaser by any person, firm or corporation of any kind whatsoever or which may
be suffered or incurred by the Purchaser, directly or indirectly, arising out of
or as a consequence of any such misrepresentation or breach of warranty,
acknowledgement, covenant or agreement.
9 CONDITIONS PRECEDENT
9.1 The Purchaser's obligation to carry out the terms of this Agreement and
to complete its transactions contemplated under this Agreement is subject to the
fulfilment to the satisfaction of the Purchaser of each of the following
conditions that:
(a) on or before the Time of Closing, the Purchaser shall have been able to
complete the Purchaser's Investigation to its reasonable satisfaction;
(b) prior to the Closing Date, the Purchaser will enter into the following
agreements:
(i) the Management Agreement;
(ii) a corporate advisory agreement with Sedun De Xxxx Capital Corp. ("SDW)
providing for the payment of fees to SDW in the amount of $10,000 a month, for a
term of 12 months, in consideration for SDW providing the Purchaser with
advisory services relating to general corporate development, financial matters,
raising of additional capital, strategic planning and other matters relating to
the financial affairs of the Purchaser;
(c) at the Time of Closing, the board of directors of the Purchaser will be
comprised of Xxxxx, Xxxxx Xx Xxxx and Xxxxx Xxxxx and Xxxxx will have been
appointed the President of the Purchaser, and a person mutually acceptable to
Xxxxx and the Purchaser will have been appointed as the Corporate Secretary;
(d) on the Closing Date, the Purchaser will have in its treasury, clear of
all liabilities, that sum which is reflected in the Purchaser's Financial
Statements as June 30, 1999, less expenses and advances associated with the
completion of the matters herein described less reasonable expenses incurred by
the Purchaser in the normal course of its operations;
(e) at the Time of Closing, the solicitors for the Vendor and Xxxxx shall
provide an opinion dated as of the Closing Date, the form of which appears as
Schedule "F" to this Agreement;
(f) as of the Time of Closing, the Vendor and Xxxxx shall have complied with
all of their respective covenants and agreements contained in this Agreement;
and
(g) as of the Time of Closing, the representations and warranties of the
Vendor and Xxxxx or any one of them contained in this Agreement or contained in
any certificates or documents delivered by them or any one of them pursuant to
this Agreement shall be completely true as if such representations and
warranties had been made by the Vendors as of the Time of Closing.
The conditions set forth above are for the exclusive benefit of the Purchaser
and may be waived by the Purchaser in whole or in part on or before the Time of
Closing.
9.2 The Vendor's and Xxxxx'x respective obligations to carry out the terms
of this Agreement and to complete their respective transactions contemplated
under this Agreement are subject to the fulfilment to their satisfaction of each
of the following conditions that:
(a) on or before the Time of Closing, the Vendors shall have been able to
complete the Vendors' Investigation to their reasonable satisfaction;
(b) at the Time of Closing, the solicitors for the Purchaser shall provide
an opinion dated as of the Closing Date, the form of which appears as Schedule
"H" to this Agreement;
(c) as of the Time of Closing, the Purchaser shall have complied with all of
its covenants and agreements contained in this Agreement; and
(d) at the Time of Closing, the representations and warranties of the
Purchaser contained in this Agreement or contained in any certificates or
documents delivered by it pursuant to this Agreement shall be completely true as
if such representations and warranties had been made by the Purchaser as of the
Time of Closing.
The conditions set forth above are for the exclusive benefit of each of the
Vendors and may be waived by each of them in whole or in part on or before the
Time of Closing.
9.3 The parties acknowledge and agree each with the other that this
Agreement and all of the transactions contemplated under this Agreement are
subject to the approval ("Regulatory Approval") of the VSE.
10 EXTENSION AND REPAYMENT OPTIONS
10.1 If the Closing Date does not occur on or before September 30, 1999
then, subject to section 10.2, the Vendor and Xxxxx may, at their option,
terminate this Agreement, in which case the Advances will be convertible into an
equity interest in the Vendor on the basis that for each $50,000 advanced to the
Vendor, the Purchaser will receive a 7.5% equity interest in the common shares
of the Vendor.
10.2 The Purchaser may, at its option, extend the Closing Date to October
31, 1999 by advancing additional funds in the amount of $50,000 per month (the
"Additional Advance") to the Vendor, to be utilized by the Vendor in furtherance
of the development of the Business Assets in accordance with the Business Plan.
10.3 If the Purchaser exercises its option pursuant to section 10.2 but the
Closing Date has not occurred on or before October 31, 1999, then this Agreement
will terminate and, subject to section 10.4, the Advances will be converted into
equity of the Vendor in accordance with the provisions of section 9.2 and the
Additional Advance will be converted into a further 5% equity interest in the
common shares of the Vendor for each $50,000 received by the Vendor from the
Purchaser.
10.4 If this Agreement is terminated in accordance with section 10.3, then
in lieu of having the Advances and the Additional Advance (collectively called
the "Total Advances") converted into equity of the Vendor, the Vendor may, at
its option (the "Repayment Option"), repay the Total Advances to the Purchaser,
plus accrued interest calculated and compounded at the rate of prime plus 2% per
annum, provided that the Vendor gives the Purchaser notice of its intention to
exercise the Repayment Option on or before November 30, 1999 and the Total
Advances, together with accrued interest thereon, are repaid to the Purchaser in
full on or before April 30, 2000.
11 CLOSING
11.1 The completion of the transactions contemplated under this Agreement
shall be closed at the offices of Messrs. Xxxxxxx & Xxxxxx, P.O. Box 48800, 2100
- 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx at the Time of Closing
on the Closing Date.
11.2 At the Time of Closing, the Vendor and Xxxxx shall deliver to the
solicitors for the Purchaser:
(a) a certified true copy of the resolutions of the shareholders of the
Vendor evidencing that the directors of the Vendor have approved this Agreement
and the sale of the Assets to the Purchaser;
(b) the solicitor's opinion referred to in section 9.1(e) of this Agreement;
(c) a certificate of confirmation signed by the Vendor and Xxxxx in the form
attached as Schedule "G" to this Agreement; and
(d) any other materials that are, in the opinion of the solicitors for the
Purchaser, reasonably required to complete the transactions contemplated under
this Agreement.
11.3 At the Time of Closing, the Purchaser shall deliver to the solicitors
for the Vendor and Xxxxx:
(a) certified true copies of the resolutions of the directors and, if
shareholder approval is required, of the shareholders of the Purchaser,
evidencing that the directors and, as applicable, the shareholders of the
Purchaser have approved this Agreement and all of the transactions of the
Purchaser contemplated hereunder;
(b) evidence that Regulatory Approval has been obtained;
(c) the Cash Payment as provided for in section 3.1(a) of this Agreement;
(d) share certificates representing the Purchaser's Shares registered in the
name of the Vendor as provided for in section 3.1(b) of this Agreement;
(e) the solicitor's opinion referred to in section 9.2(b) of this Agreement;
and
(f) a certificate of confirmation signed by two directors or officers of the
Purchaser in the form attached as Schedule "I" to this Agreement.
12 GENERAL
12.1 Time and each of the terms and conditions of this Agreement shall be of
the essence of this Agreement and any waiver by the parties of this paragraph
7.1 or any failure by them to exercise any of their rights under this Agreement
shall be limited to the particular instance and shall not extend to any other
instance or matter in this Agreement or otherwise affect any of their rights or
remedies under this Agreement.
12.2 The Schedules to this Agreement incorporated by reference and the
recitals to this Agreement constitute a part of this Agreement.
12.3 This Agreement constitutes the entire Agreement between the parties
hereto in respect of the matters referred to herein and supersedes the letter
agreement between the parties dated July 19, 1999 and there are no
representations, warranties, covenants or agreements, expressed or implied,
collateral hereto other than as expressly set forth or referred to herein.
12.4 The headings in this Agreement are for reference only and do not
constitute terms of the Agreement.
12.5 The provisions contained in this Agreement which, by their terms,
require performance by a party to this Agreement subsequent to the Closing Date
of this Agreement, shall survive the Closing Date of this Agreement.
12.6 No alteration, amendment, modification or interpretation of this
Agreement or any provision of this Agreement shall be valid and binding upon the
parties hereto unless such alteration, amendment, modification or interpretation
is in written form executed by the parties directly affected by such alteration,
amendment, modification or interpretation.
12.7 Whenever the singular or masculine is used in this Agreement the same
shall be deemed to include the plural or the feminine or the body corporate as
the context may require.
12.8 The parties hereto shall execute and deliver all such further documents
and instruments and do all such acts and things as any party may, either before
or after the Closing Date, reasonably require in order to carry out the full
intent and meaning of this Agreement.
12.9 Any notice, request, demand and other communication to be given under
this Agreement shall be in writing and shall be delivered by hand or by
telecopier to the parties at their following respective addresses:
To the Vendor or Xxxxx:
c/o High Tech Venture Capital Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Attention: Xxxx Xxxxx
Telecopier: (000) 000-0000
To the Purchaser:
Predator Ventures Ltd.
2200 - 000 Xxxx Xxxxxxx Xx.
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
Attention: Xxxxx XxXxxx
Telecopier: (000) 000-0000
or to such other addresses as may be given in writing by the parties hereto in
the manner provided for in this paragraph, and shall be deemed to have been
received, if delivered by hand, on the date of delivery, or if delivered by
telecopier, on the date that it is sent.
12.10 This Agreement may not be assigned by any party hereto without the
prior written consent of all of the parties hereto.
12.11 This Agreement shall be subject to, governed by, and construed in
accordance with the laws of the Province of British Columbia.
12.12 This Agreement may be signed by the parties in as many counterparts as
may be deemed necessary, each of which so signed shall be deemed to be an
original, and all such counterparts together shall constitute one and the same
instrument.
IN WITNESS WHEREOF the parties have executed and delivered this Agreement on the
------ day of August, 1999.
PREDATOR VENTURES LTD.
Per:
Authorized Signatory
HIGH TECH VENTURE CAPITAL INC.
Per:
Authorized Signatory
SIGNED, SEALED & DELIVERED by )
XXXX XXXXX in the presence of: )
) -----------------------
Signature of Witness ) XXXX XXXXX
Name of Witness: )
Address of Witness: )
)
Occupation of Witness: )
SCHEDULE "A"
------------
Administrative Budget
---------------------
SCHEDULE "B"
------------
Business Plan
-------------
SCHEDULE "C"
------------
Material Contracts
------------------
SCHEDULE "D"
------------
Website Development Agreement
-----------------------------
SCHEDULE "E"
------------
Outstanding Options, Warrants and Convertible Securities
--------------------------------------------------------
SCHEDULE "F"
------------
Vendor Solicitor's Opinion
--------------------------
(letterhead of solicitors for the Vendor and Xxxxx)
, 1999
Predator Ventures Ltd.
x/x Xxxxxxx & Xxxxxx
Xxxxxxxxxx xxx Xxxxxxxxxx
X.X. Xxx 00000
0000-0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
Attention: Xxxxx Xxxxxx
-------------------------
Dear Sirs:
Re: Asset Purchase Agreement (the "Agreement") made
effective as of the 27th day of August, 1999 between High
TechVenture Capital Inc.
(the "Vendor"), Xxxx Xxxxx ("Xxxxx")
and Predator Ventures Ltd. (the "Purchaser")
-------------------------------------------------
We are the solicitors for the Vendor and Xxxxx. We provide this opinion
pursuant to subparagraphs 9.1(e) and 11.2(b) of the Agreement. We have also
acted as counsel for the Vendor and Xxxxx in connection with the negotiation,
execution and completion of the Agreement.
We have considered such questions of law and examined such statutes and
regulations, corporate records, certificates and other documents and have made
such other examinations, searches and investigations as we have considered
necessary for the purpose of the opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as certified or as
photocopies.
Based on and subject to the foregoing, we are of the opinion that:
1. to the best of our knowledge, the Vendor has all requisite corporate
power and authority to conduct the business now carried on by it, and to own its
property and assets as described in the Agreement and the Vendor has all
requisite corporate power and authority to enter into and to perform its
obligations under the Agreement.
2. all necessary steps and corporate action and proceedings have been taken
to authorize the execution and delivery of the Agreement by the Vendor and
Xxxxx.
3. to the best of our knowledge, neither the execution and delivery of, nor
the performance of its obligations under the Agreement by the Vendor will
conflict with or constitute a breach or default under the constating documents
of The Vendor or any commitment, agreement or other instrument to which The
Vendor is a party or by which it is bound.
4. the Vendor is the registered owner of the Domain Names and all fees or
other costs associated with maintaining the registration of the Domain Names
have been paid as at the date of this Agreement and the registration of the
Domain Names is in good standing with Network Solutions, Inc.;
5. to the best of our knowledge, the Vendor's use and sale of the Assets
does not infringe upon, or induce or contribute to the Infringement of, the
intellectual property rights, domestic or foreign, of any other person;
6. to the best of our knowledge, there are no claims, judgement, actions,
suits, litigation, proceedings or investigations, actual, pending or threatened
against the Vendor which might materially affect any business, properties,
assets, prospects or conditions, financial or otherwise, of the Vendor or the
Assets being sold pursuant to the Agreement.
7. all necessary steps and corporate action and proceedings have been taken
to effect the valid transfer of the Assets to the Purchaser as contemplated
under the Agreement.
The opinion expressed is subject to the qualification that enforceability of the
Agreement may be limited by applicable bankruptcy, insolvency or other laws
affecting creditors' rights generally, and that equitable remedies such as the
remedies of specific performance or injunction are in the discretion of the
court from which they are sought.
Yours truly,
Per:
SCHEDULE "G"
------------
Vendor Certificate
------------------
Certificate of Confirmation
---------------------------
Pursuant to subparagraph 11.2(c) of the Asset Purchase Agreement made effective
as of the 27th day of August, 1999 (the "Agreement") between High Tech Venture
Capital Inc.(the "Vendor"), Xxxx Xxxxx ("Xxxxx") and Predator Ventures Ltd. (the
"Purchaser"), the Vendor and Xxxxx jointly and severally confirm to the
Purchaser that the representations and warranties of the Vendor and Xxxxx
contained in paragraph 4.1 of the Agreement, elsewhere in the Agreement or
contained in any certificates or documents delivered by them pursuant to the
Agreement are true and correct in every respect as of the Time of Closing of the
Agreement being o'clock a.m. local time in Vancouver, B.C. on the day of
September, 1999.
Dated at Vancouver, B.C., this day of September, 1999.
High Tech Venture Capital Inc.
Per:
Xxxx Xxxxx
Xxxx Xxxxx
SCHEDULE "H"
------------
Purchaser Solicitor's Opinion
-----------------------------
(letterhead of solicitors for the Purchaser)
, 1999
High Tech Venture Capital Inc. and Xxxx Xxxxx
c/o
Barristers and Solicitors
Attention:
----------
Dear Sirs:
Re: Asset Purchase Agreement (the "Agreement") made
effective as of the 27th day of August, 1999 between
High TechVenture Capital Inc.
(the "Vendor"), Xxxx Xxxxx ("Xxxxx")
and Predator Ventures Ltd. (the "Purchaser")
-------------------------------------------------
We are the solicitors for the Purchaser. We provide this opinion pursuant to
subparagraphs 9.2(b) and 11.3(e) of the Agreement. We have acted as counsel for
the Purchaser in connection with the negotiation, execution and completion of
the Agreement.
We have considered such questions of law and examined such statutes and
regulations, corporate records, certificates and other documents and have made
such other examinations, searches and investigations as we have considered
necessary for the purpose of the opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as certified or as
photocopies.
Based on and subject to the foregoing, we are of the opinion that:
1. The Purchaser is a company duly incorporated and validly existing under
the laws of the Province of British Columbia. The Purchaser is in good standing
with respect to the filing of annual reports with the B.C. Registrar of
Companies.
2. The Purchaser has all requisite corporate power and authority to enter
into and to perform its obligations under the Agreement.
3. All necessary steps and corporate action and proceedings have been taken
to authorize the execution and delivery of the Agreement by the Purchaser.
4. To the best of our knowledge, neither the execution and delivery of, nor
the performance of its obligations under the Agreement by the Purchaser will
conflict with or constitute a breach of or default under the constating
documents of the Purchaser or any commitment, agreement or other instrument to
which the Purchaser is a party or by which it is bound.
5. To the best of our knowledge, there are no claims, judgement, actions,
suits, litigation, proceedings or investigations, actual, pending or threatened
against the Purchaser which might materially affect any business, properties,
assets, prospects or conditions, financial or otherwise, of the Purchaser or
which could result in any material liability to the Purchaser.
6. As at the Effective Date of the Agreement, the authorized capital of the
Purchaser consisted of common shares without par value of which were validly
authorized, created, allotted, issued and outstanding, and, to the best of our
knowledge, fully paid for and non-assessable.
7. All necessary steps and corporate action and proceedings have been taken
to effect the valid issuance of the Purchaser's Shares to the Vendor as
contemplated under the Agreement.
The opinion expressed is subject to the qualification that enforceability of the
Agreement may be limited by applicable bankruptcy, insolvency or other laws
affecting creditors' rights generally, and that equitable remedies such as the
remedies of specific performance or injunction are in the discretion of the
court from which they are sought.
Yours truly,
XXXXXXX & XXXXXX
Per:
Xxxxx X. Xxxxxx
SCHEDULE "I"
------------
Purchaser Certificate
---------------------
Certificate of Confirmation
---------------------------
Pursuant to subparagraph 11.2(c) of the Asset Purchase Agreement made effective
as of the 27th day of August, 1999 (the "Agreement") between High Tech Venture
Capital Inc.(the "Vendor"), Xxxx Xxxxx ("Xxxxx") and Predator Ventures Ltd. (the
"Purchaser"), the Purchaser confirms to the Vendor and Xxxxx that the
representations and warranties of the Purchaser contained in paragraph 5.1 of
the Agreement, elsewhere in the Agreement or contained in any certificates or
documents delivered by them pursuant to the Agreement are true and correct in
every respect as of the Time of Closing of the Agreement being o'clock a.m.
local time in Vancouver, B.C. on the day of September, 1999.
Dated at Vancouver, B.C., this day of September, 1999.
Predator Ventures Ltd.
Per:
, Director
Per:
, Director
AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS AGREEMENT dated as of the 29th day of October, 1999
BETWEEN:
High Tech Venture Capital Inc., a company incorporated under the laws of British
Columbia and having an office at 0000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0
(the "Vendor")
AND:
Predator Ventures Ltd., a corporation continued under the laws of Wyoming and
having an office at 2200 - 000 Xxxx Xxxxxxx Xx., Xxxxxxxxx, Xxxxxxx Xxxxxxxx,
X0X 0X0
(the "Purchaser")
AND:
Xxxx Xxxxx, business person, of 0000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx,
X0X 0X0;
("Xxxxx")
WHEREAS:
A. The Vendor, the Purchaser and Xxxxx are parties to an Asset Purchase
Agreement dated August 27, 1999 (the "Asset Purchase Agreement');
B. The "Closing Date" (as defined in the Asset Purchase Agreement) has,
as detailed in section 10 of the Asset Purchase Agreement, been extended from
September 30, 1999 to October 31, 1999;
C. The Parties wish to further extend the Closing Date on the terms and
conditions hereinafter set forth;
1. FOR THE SUM OF $1.00 AND OTHER VALUABLE CONSIDERATION (the receipt and
sufficiency of which is hereby acknowledged among the Parties) the Parties
hereto covenant and agree each with the other to extend the Closing Date from
October 31, 1999 to November 15, 1999.
2. Except as specified amended herein, the Asset Purchase Agreement remains
in full force and effect.
IN WITNESS WHEREOF the parties have executed and delivered this Amending
Agreement on the day set forth above.
PREDATOR VENTURES LTD.
Per: /s/ signed
-----------
Authorized Signatory
HIGH TECH VENTURE CAPITAL INC.
Per: /s/ signed
-----------
Authorized Signatory
)
)
SIGNED, SEALED & DELIVERED by )
XXXX XXXXX in the presence of: )
)
/s/ X. Xxxxxxxxx )
------------------ )
Signature of Witness )
)
Name of Witness: X. Xxxxxxxxx )
--------------- )
)
Address of Witness: 2200-885 W. )
Georgia )
----------------------------------- )
Xxxxxxxxx, XX X0X 0X0 )
---------------------------------- )
) /s/ Xxxx Xxxxx
) -----------------
Occupation of Witness: ) XXXX XXXXX
Exec. Assistant )
---------------- )
