SETTLEMENT AGREEMENTSettlement Agreement • March 6th, 2008 • Trackpower Inc • Radio broadcasting stations • Ontario
WHEREAS SMMI is owed $121,952 (for unpaid past management services, advances made by SMMI to Trackpower and expenses paid by SMMI on behalf of Trackpower) from Trackpower (collectively the “Obligations”);
SETTLEMENT AGREEMENTSettlement Agreement • March 6th, 2008 • Trackpower Inc • Radio broadcasting stations • Ontario
AND WHEREAS Asolare transferred its membership interest in Tioga Downs Racetrack, LLC to Trackpower in exchange for 1,000 Series A 8% convertible preferred shares, $3,000 initial value (the “Preferred Shares”);
SETTLEMENT AGREEMENTSettlement Agreement • March 6th, 2008 • Trackpower Inc • Radio broadcasting stations
AND WHEREAS Asolare transferred its membership interest in Tioga Downs Racetrack, LLC to Trackpower in exchange for 1,000 Series A 8% convertible preferred shares, $3,000.00 initial value (the “Preferred Shares”);
SETTLEMENT AGREEMENTSettlement Agreement • March 6th, 2008 • Trackpower Inc • Radio broadcasting stations • Ontario
AND WHEREAS Asolare transferred its membership interest in Tioga Downs Racetrack, LLC to Trackpower in exchange for 1,000 Series A 8% convertible preferred shares, $3,000 initial value (the “Preferred Shares”);
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 6th, 2008 • Trackpower Inc • Radio broadcasting stations • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of the 29th day of February, 2008, by and among (a) TRACKPOWER, INC., a Wyoming corporation, (the “Assignor”), (b) SOUTHERN TIER ACQUISITION II LLC (“Southern”), a New York limited liability company, and (c) ONEIDA ENTERTAINMENT LLC (“Oneida”), a Delaware limited liability company (Southern and Oneida collectively referred to herein as the “Assignee”), pursuant to an Agreement to Transfer Membership Interest, dated as of February 29, 2008, by and between the Assignor and the Assignee (the "Contract").
SETTLEMENT AGREEMENTSettlement Agreement • March 6th, 2008 • Trackpower Inc • Radio broadcasting stations • Ontario
AND WHEREAS the parties wish to set out in this Agreement the terms, conditions and covenants of the parties in consideration of settlement of the Obligations;
SETTLEMENT AGREEMENTSettlement Agreement • March 6th, 2008 • Trackpower Inc • Radio broadcasting stations • Ontario
AND WHEREAS Asolare transferred its membership interest in Tioga Downs Racetrack, LLC to Trackpower in exchange for 1,000 Series A 8% convertible preferred shares, $3,000 initial value (the “Preferred Shares”);
SETTLEMENT AGREEMENTSettlement Agreement • March 6th, 2008 • Trackpower Inc • Radio broadcasting stations • Ontario
WHEREAS Hokkanen is owed $61,749 ( (i)$25,250 for unpaid past management services, ii) $22,499 for historic withholding taxes, and iii) penalties and interest of approximately $14,000 paid by Hokkanen to Canada Revenue Agency on behalf of Trackpower) from Trackpower (collectively the “Obligations”);
SETTLEMENT AGREEMENTSettlement Agreement • March 6th, 2008 • Trackpower Inc • Radio broadcasting stations • Ontario
AND WHEREAS Asolare transferred its membership interest in Tioga Downs Racetrack, LLC to Trackpower in exchange for 1,000 Series A 8% convertible preferred shares, $3,000 initial value (the “Preferred Shares”);
AGREEMENT TO TRANSFER MEMBERSHIP INTERESTMembership Interest Transfer Agreement • March 6th, 2008 • Trackpower Inc • Radio broadcasting stations • New York
AGREEMENT (“Agreement”) dated as of February 29, 2008 (the “Effective Date”), among (a) TRACKPOWER, INC. (the “Assignor”), a Wyoming corporation having an address at 3565 King Road, Suite 102, King City, Ontario, Canada L7B 1M3, (b) SOUTHERN TIER ACQUISITION II LLC (“Southern”), a New York limited liability company having an address at c/o Newmark Knight Frank, 125 Park Avenue, New York, New York 10017, and (c) ONEIDA ENTERTAINMENT LLC (“Oneida”), a Delaware limited liability company having an address at c/o Plainfield Asset Management LLC, 55 Railroad Avenue, Greenwich, Connecticut 06830 (Southern and Oneida hereinafter referred to herein collectively as the “Assignee”). The Assignor, Southern and are sometimes referred to herein, each as a “Party” and, collectively, the “Parties”.
