AMENDED AND RESTATED REORGANIZATION ASSET
AND
SHARE PURCHASE AND SALE AGREEMENT
THIS AGREEMENT is dated effective July
30, 2007
AMONG:
PARK PLACE ENERGY CORP. , formerly ST
ONLINE CORP. , a corporation incorporated under the laws of the
State of Nevada with an address at 1220-666 Burrard Street,
Vancouver, BC V6C 2X8
(“ ST ”)
AND:
SCOTT PEDERSEN , businessperson, c/o
1220-666 Burrard Street, Vancouver, BC V6C 2X8
(“ Pedersen ”)
AND:
DAVID STADNYK, businessperson, c/o 1220
– 666 Burrard Street, Vancouver, BC V6C 2X8
(“ Stadnyk ”)
AND:
ELENA AVDASSEVA, businessperson, c/o 1220
– 666 Burrard Street, Vancouver, BC V6C 2X8
(“ Avdasseva ”)
WHEREAS:
(A)
ST has entered into a business combination agreement with
Park Place Energy Inc., a private Alberta energy company (“
PPEI ”), and 0794403 B.C. Ltd. (“ Subco
”), ST’s wholly-owned subsidiary, whereby ST will
reorganize its capital structure through a three-cornered
amalgamation between PPEI and Subco (the “ RTO
”), and after completion of the RTO, ST will carry on the
business of PPEI;
- 2 -
(B) The
RTO requires certain transactions, including asset divestitures,
share transfers and changes of officers and directors to take place
prior to completion of the RTO;
(C) ST
is the sole owner and registrant of the domain name
“simpletennis.com” (the “ Domain Name
”) that is registered with DotRegistrar.com (the “
Registrar ”);
(D)
The Domain Name and the “www” sub-domain to the Domain
Name resolve to a website currently operated by ST and known as
“Simple Tennis” (the “ Website ”)
hosted by Glide Media Inc., doing business as Glide Hosting (the
“ Host ”);
(E)
ST wishes to sell to Pedersen, and Pedersen wishes to purchase from
ST, the Domain Name and the Website and other related content and
rights in accordance with the terms and conditions of this
Agreement;
(F) Stadnyk
has been appointed as President and Chief Executive Officer of ST
in anticipation of the completion of the RTO;
(G) Avdasseva
is the owner of 30,000,000 common shares (on a post-split basis) in
the capital of ST (the “ ST Shares ”), and as
part of the RTO has agreed to sell and Stadnyk has agreed to buy
the ST Shares, on the terms and conditions of this Agreement;
(H) The
parties hereto entered into a reorganization asset and share
purchase and sale agreement dated the date hereof (the “
Original Agreement ”); and
(I) The
parties hereto have now determined to enter into this Agreement so
as to amend and restate the terms of the Original Agreement.
NOW, THEREFORE , in consideration of the
foregoing and the promises provided for herein, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
PART 1
INTERPRETATION
Definitions
1.1
In this Agreement, except as otherwise expressly provided or as the
context otherwise:
(a) “ Business
Day ” means any day other than a Saturday or Sunday or
statutory holiday in British Columbia;
(b) “
Developer ” means Tidal Multimedia Inc., a
Vancouver-based web design company;
(c) “ Domain
Name ” has the meaning ascribed thereto in Recital
(C);
- 3 -
(d) “ Force
Majeure ” means an event or circumstance beyond the
reasonable control of a party that prevents or delays that
party’s ability to perform its obligations under this
Agreement, including Acts of God, strikes and labour disputes,
fires, epidemics, sabotage, floods, earthquakes, power failure,
war, riots, terrorism, insurrection or civil disturbances and
personal incapacity including illness or death, but not any lack of
money, credit or financing;
(e) “ Host
” has the meaning ascribed thereto in Recital (D);
(f) “
Intellectual Property Rights ” means all intellectual
property, including patents (including utility patents, design
patents, registered industrial designs, utility models and
certificates of addition), patent applications, copyright, trade
marks (including trade names, business names and service marks),
information rights in computer software and databases, know-how,
trade secrets, other similar instruments or rights, whether
registered or unregistered, and all rights in relation to any of
the foregoing which are recognized anywhere in the world;
(g) “
Registrar ” has the meaning ascribed thereto in
Recital (C);
(h) “ Related
Content ” means all
(i) videos, images, audio
recordings, multimedia files, customer accounts, scripts, files,
text, stylings, source code, object code, electronic data and other
content available on or accessible from the Website, and
(ii) POP addresses,
sub-domains and accounts, data and services available from or
resolved to the Domain Name.
(i) “
Website ” has the meaning ascribed thereto in Recital
(D);
Interpretation
1.2
In this Agreement, except as otherwise expressly provided or
as the context otherwise:
(a) the insertion of
headings in this Agreement is for convenience of reference only and
will not affect the construction or interpretation of this
Agreement;
(b) the word “
or ” is not exclusive and the word “
including ” is not limiting (whether or not
non-limiting language such as “without limitation” or
“but not limited to” or other words of similar import
are used with reference thereto);
(c) a reference to a
“ Part ” is to a Part of this Agreement, and the
symbol “ § ” followed by a number or some
combination of numbers and letters refers to the section,
paragraph, subparagraph, clause or subclause of this Agreement so
designated;
(d) a reference to an
entity includes any successor to that entity;
- 4 -
(e) a word importing the
masculine gender includes the feminine and neuter, a word in the
singular includes the plural, a word importing a corporate entity
includes an individual, and vice versa;
(f) “ person
” will mean an individual, partnership, corporation
(including a business trust), joint stock company, trust
unincorporated association, joint venture, or other entity or a
government or any agency, department or instrumentality thereof and
vice versa; and
(g) words, phrases and
acronyms not otherwise defined herein that have a meaning commonly
understood and accepted by persons familiar with the business of
Internet or information technology will be interpreted and
understood to have that meaning herein.
Currency
1.3
All references herein to an amount of money or currency shall mean
an amount in Canadian dollars, unless stated to the contrary.
PART 2
PURCHASE AND SALE OF
WEBSITE
Transfer of Website
2.1
ST hereby transfers, conveys and assigns to Pedersen all of
ST’s right, title, and interest in and to:
(a) the Domain Name;
(b) the Website and all
Related Content;
(c) all Intellectual
Property Rights in connection with (a) and (b) above; and
(d) any agreements
between ST and any or all of the Host, the Developer and the
Registrar.
Consideration
2.2 In
consideration of the transfer, conveyance and assignment described
in §2.1, Pedersen:
(a) agrees to resign as a
director and officer of ST effective immediately; and
(b) hereby transfers to
ST for cancellation 17,000,000 shares (on a post-split basis) in
the authorized capital of ST (the “ Pedersen Shares
”) currently held by Pedersen and the remaining 1,000,000
shares to remain in Pedersen’s name.
- 5 -
Complete Transfer, Conveyance and
Assignment
2.3
ST acknowledges and agrees that the above transfer,
conveyance and assignment is a complete transfer, conveyance and
assignment and that ST retains no right, title or interest in or to
the Domain Name, the Website, the Related Content and all
Intellectual Property Rights in connection therewith, and ST
hereby:
(a) waives as against any
person any and all moral rights it may have therein or thereto,
such moral rights including the right to restrain or claim damages
for any distortion, mutilation, or modification of any part thereof
whatsoever, and to restrain use or reproduction thereof in any
context, or in connection with any product or service; and
(b) agrees not to
commence any claims or proceedings against any person, corporation,
partnership, or other entity in respect of the ownership or use
thereof.
Injunctive Relief
2.4
ST acknowledges and agrees that a breach by it of this Part 2 or
§4.6 would result in immediate and irreparable harm to
Pedersen that could not adequately be compensated by monetary
award. Accordingly, in the event of any such breach, Pedersen shall
be entitled as a matter of right to apply to a court of competent
jurisdiction, without necessity of establishing the inadequacy of a
monetary award, for relief by way of injunction, restraining order,
decree or otherwise as may be appropriate to ensure compliance by
ST with this Part 2 or §4.6.
Outstanding Amounts
2.5
ST agrees to pay Pedersen, and Pedersen agrees to receive from ST,
the sums of US$10, 000 and Cdn$4,127 in full and final satisfaction
of any obligations of ST owing to Pedersen, except for those set
out herein, provided that Pedersen execute and deliver to ST a full
and final release substantially in the form set out in Schedule
A.
Representations and Warranties of ST
2
| 
