EXHIBIT 10.10
ASSET PURCHASE AGREEMENT
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THIS ASSET PURCHASE AGREEMENT, dated as of May 1, 2001, (the "APA") is made
by and between Summit International Group, Inc., a Colorado corporation
("Summit" or "Seller"), and Ten Stix, Inc., a Colorado corporation ("Ten Stix"
or "Buyer").
WHEREAS, the parties hereto have entered into a separate Agreement with
each other and with P. Xxxx Xxxxxxx, Xxxxxxx Xxxxxxx, Xxxxx Xxxx, Xxxx Xxxxxxxx
and Xxxxxx Xxxxxx, also dated as of May 2001 (the "Settlement Agreement");
WHEREAS, this APA is the asset purchase agreement referred to in the
Settlement Agreement and is entered into for the purpose of implementing the
Settlement Agreement; and
WHEREAS, the recitals made and the consideration given in the Settlement
Agreement are deemed by the parties to be repeated and incorporated herein;
NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree
as follows:
1. Acquired Assets. Subject to the terms and conditions set forth in this
APA, at the Closing, Seller shall sell, transfer and convey to Buyer, and Buyer
shall purchase and accept from Seller, all of Seller's right, title and interest
in and to all of its assets including, without limitation, (1) U.S. Patent No.
5,718,427, being a patent on the card shuffling device marketed by Summit under
the name "ProShuffle", (2) all ProShuffle devices, parts, inventory and
equipment, and all equipment related to manufacturing, assembling or testing the
ProShuffle devices, but only to the extent that Summit has, or claims to have,
any right, title or interest in the same, and (3) all contracts, including
without limitation all leases, related to the ProShuffle devices, (4) all
accounts receivable arising out of the sale or lease of ProShuffle devices, (5)
two promissory notes made by Xxxx Xxxxxxxx, one payable to Summit in the
approximate amount of $2,500.00; and one payable to Xxxx Xxxxxxx in the
approximate amount of $6,000.00,(6) two Blackjack tables located in Las Vegas,
NV, and, (7) all other business assets located in Colorado, including but not
limited to, a fax machine, a copy machine, miscellaneous tools, and office
furniture in the possession of Xxxx Xxxxxxxx and/or Xxxxxx Xxxxxx and located
within a certain storage unit in Colorado, under the control of P. Xxxx Xxxxxxx
and which will be emptied by Xxxx Xxxxxxxx as soon as possible. (the "Assets").
Notwithstanding the above, Buyer is not acquiring one single deck ProShuffle
device, one multi-deck ProShuffle device, one Blackjack table, nor the fax
machine, copy machine, or other furniture or equipment, located in Dallas, TX.
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2. Acquired Liabilities. Ten Stix hereby acknowledges the existence of a
liability owed to Xpectra in the approximate amount of $110,000.00 and related
to approximately 50 updated ProShuffle devices and parts in Xpectra's
possession. Ten Stix hereby assumes this liability to Xpectra as more
specifically set forth in the letter agreement attached hereto as Exhibit A, and
agrees to conduct whatever negotiations are necessary to determine the final
amount of this liability. Ten Stix also acknowledges the existence of
liabilities owed to Xxxxx Xxxxxxxx and Xxxx Xxxxxxx, each in the approximate
value not exceeding $3,000.00and Ten Stix hereby assumes these liabilities and
agrees to conduct whatever negotiations are necessary to determine the final
value of each liability. Ten Stix also assumes and agrees to perform all of
Summit's obligations under the ProShuffle leases that Ten Stix is acquiring
pursuant to this APA.
3. "As Is. Where Is". Buyer is acquiring the Assets on an "as is, where is"
basis. Buyer acknowledges that Seller has not made any representations or
warranties of any kind with respect to the Assets. Buyer represents that it has
had an opportunity to ask questions and receive answers from Seller regarding
the Assets and the business of Summit and its prospects and financial condition.
4. Purchase Price. As consideration for acquiring the Assets, Buyer shall
(1) assume the liabilities referred to in Section 2 above; Buyer and Xxxx
Xxxxxxxx and Xxxxxx Xxxxxx shall surrender to Summit all of their stock in
Summit (approximately 10% each); and (3) pay the amount of $300,000 by means
of two promissory notes duly signed and delivered as follows: a note in the
amount of $220,000 payable to Summit in the form attached hereto as Exhibit B.
Summit hereby acknowledges that Ten Stix has agreed to pay Xxxxxxx Xxxxxxx
$80,000 by a promissory note which payment and promissory note and related
security interest, shall take precedence and priority over Ten Stix's obligation
to Summit, all as set forth in the Promissory Note attached hereto as Exhibit C.
5. Closing. The consummation of the transactions contemplated by this APA
(the "Closing") shall take place at the offices of Pendleton, Friedberg, Xxxxxx
& Xxxxxxxxx, P.C. on the 10th day of May 2001 at 11:00 AM.
6. Deliveries at Closing.
(a) At the Closing Seller shall deliver to Buyer a Xxxx of Sale
conveying good, valid and marketable title to the Assets to Buyer free and
clear of any and all claims and liens except as disclosed herein, and an
Assignment and Assumption Agreement with respect to all currently outstanding
ProShuffle lease "D agreements.
(b) At the Closing Purchaser shall deliver its Promissory Notes, in the
forms attached hereto as Exhibit B and Exhibit C, to Summit and Xxxxxxx Xxxxxxx,
respectively.
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7. General Provisions.
(a) Notices. Notices shall be considered delivered upon band delivery to
below listed attorneys for the parties hereto, or by confirmed facsimile
delivery to said attorneys, or three days after deposit of such notice in the
U.S. Mail, first class, proper postage prepaid, to such attorneys as follows:
Xxxx X. Xxxxxx, Esq.
Xxxx X. Xxxxxx, P.C.
000 Xxxxxxx Xxxxxx #000
Xxxxxxxx, XX 8OZ15
FAX: 000-000-0000
Xxxxxxx X. Xxxxxxx, Esq. Xxxx X. Xxxxxxx, Esq.
Xxxxxxx & Xxxxxxx, P.C. Pendleton, Friedberg,
385 Detroit Street Xxxxxx & Xxxxxxxxx, P.C.
Xxxxxx, XX 00000 000 Xxxx 00xx Xxx., #0000
FAX: 000-000-0000 Xxxxxx, XX 00000
FAX: 000-000-0000
(b) Assignment. Neither party may assign this APA, or any rights or
obligations related thereto, without the prior written consent of the other
party, which consent shall not be unreasonably withheld. Any notice of
assignment or request for assignment shall be delivered as set forth above.
(c) Governing Laws. This APA shall be interpreted and enforced in
accordance with the laws of the State of Colorado. The parties agree that any
action. brought to enforce or interpret this APA shall be brought before the
District Court for the City and County of Denver. Colorado and the parties
expressly consent to venue in and jurisdiction of such court for that purpose.
(d) Counterparts/Effectiveness. This APA may be executed in any number
of counterparts, each of which taken together shall constitute a single
integrated agreement. This APA may be executed in original or via facsimile
transmission.
(e) Entire Agreement. This APA and the matters expressly referred to
herein constitute the entire agreement between the parties. No representations,
warranties, undertakings or promises, whether oral, implied or otherwise, have
been made by either Seller or Buyer to the other unless expressly stated herein
of unless mutually agreed to in writing by such parties. Any amendments to this
APA shall be in writing and signed by both Seller and Buyer.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
APA as of the date first above written.
Summit International/Group, Inc. Ten Stix, Inc.
By: /s/ P. Xxxx Xxxxxxx By:
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Name: P. Xxxx Xxxxxxx, Name: Xxxxxx Xxxxxx,
Title: President Title: President
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7. General Provisions.
(a) Notices. Notices shall be considered delivered upon hand delivery to
below listed attorneys for the parties hereto, or by confirmed facsimile
delivery to said attorneys, or three days after deposit of such notice in the
U.S. Mail, first class, proper postage prepaid, to such attorneys as follows:
Xxxx X. Xxxxxx, Esq.
Xxxx X. Xxxxxx, P.C.
000 Xxxxxxx Xxxxxx #000
Xxxxxxxx, XX 00000
FAX: 000-000-0000
Xxxxxxx X. Xxxxxxx, Esq. Xxxx X. Xxxxxxx, Esq.
Xxxxxxx & Xxxxxxx, P.C. Pendleton, Friedberg,
385 Detroit Street Xxxxxx & Xxxxxxxxx, P.C.
Xxxxxx, XX 00000 FAX: 000-000-0000 000 Xxxx 00xx Xxx., #0000
Xxxxxx, XX 00000
FAX: 000-000-0000
(b) Assignment. Neither party may assign this APA, or any rights or
obligations related thereto, without the prior written consent of the other
party, which consent shall not be unreasonably withheld. Any notice of
assignment or request for assignment shall be delivered as set forth above.
(c) Governing Laws. This APA shall be interpreted and enforced in
accordance with the laws of the State of Colorado. The parties agree that any
action brought to enforce or interpret this APA shall be brought before the
District Court for the City and County of Denver, Colorado and the parties
expressly consent to venue in and jurisdiction of such court for that purpose.
(d) Counterparts/Effectiveness. This APA may be executed in any number
of counterparts, each of which taken together shall constitute a single
integrated agreement. This APA may be executed in original or via facsimile
transmission.
(e) Entire Agreement. This APA and the matters expressly referred to
herein constitute the entire agreement between the parties. No representations,
warranties, undertakings or promises, whether oral, implied or otherwise, have
been made by either Seller or Buyer to the other unless expressly stated herein
or unless mutually agreed to in writing by such parties. Any amendments to this
APA shall be in writing and signed by both Seller and Buyer.
IN WITNESS WHEREOF, the undersigned have executed and delivered this APA as
of the date first above written.
Summit International/Group, Inc. Ten Stix, Inc.
By: /s/ By: /s/ Xxxxxx Xxxxxx
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Name: P. Xxxx Xxxxxxx, Name: Xxxxxx Xxxxxx,
Title: President Title: President
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