EXHIBIT 2.1
AGREEMENT FOR SALE AND PURCHASE
OF
BUSINESS PROPERTY
This Agreement is made as of July 22, 1998, by and between NEWRIDERS,
INC., a Nevada corporation ("Seller") and EASYRIDERS OF MYRTLE BEACH, INC., a
South Carolina corporation ("Buyer"). Seller and Buyer are sometimes
collectively referred to herein as the "Parties" and individually, as a
"Party."
This Agreement is made with respect to the following facts and
circumstances.
A. Seller is the owner and operator of a restaurant, bar and
apparel shop located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
commonly known as the "Easyriders Cafe" (the "Business").
B. The Business includes the furniture, furnishings, equipment,
leasehold improvements and food, beverage, supply and retail merchandise
inventory, which existed on the Possession Date (as defined below), is
described on Exhibit A attached hereto (the "Equipment, Improvements and
Inventory").
C. The Equipment does not include certain display motorcycles and
memorabilia located at the Business which shall be retained by Seller or their
owner if not Seller and which are described on Exhibit B attached hereto (the
"Excluded Property").
D. Seller also leases certain equipment for use at and in
connection with the Business (the "Leased Equipment") which Leased Equipment
and the leases affecting it (the "Equipment Leases"), are described on Exhibit
C attached hereto.
E. The Business is operated on leased premises (the "Premises")
pursuant to that certain lease dated January 24, 1997 (the "Premises Lease")
from ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Company, Inc. (the "Premises Landlord").
F. Buyer is the assignee and successor to ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, as Parties to a binding Letter of Intent dated July 17, 1998 with
Seller (the "LOI"), pursuant to which, subject to the terms of this Agreement,
Seller agreed to sell and assign, the Equipment, Improvements and Inventory
(but not the Excluded Property), the Equipment Leases and the Premises Lease
(collectively, the "Sale Property"). Seller has consented to the assignment
and delegation by ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of their rights and duties
under the LOI, but has not released or relieved them of any duties and
obligations under the LOI. Unless otherwise indicated, initially capitalized
terms used herein have the meanings assigned to them in the LOI.
G. The Parties desire for this Agreement to be the definitive
agreement between them for the sale, assignment, delegation, purchase and
assumption of the Sale Property and to constitute the Purchase Agreement as
provided in the LOI.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained in this Agreement, the Parties agree
as follows.
1. Purchase and Sale. Subject to the terms and conditions of this
Agreement, Seller agrees to sell, convey, transfer, assign, delegate and
deliver the Sale Property to Buyer, free and clear of all mortgages, pledges,
liens, security interests, charges and encumbrances except as expressly set
forth herein, and Buyer agrees to purchase and assume from the Seller, at the
Closing Date (as defined below) the following business Sale Property,
properties and leases of Seller:
(a) the Equipment, Improvements and Inventory as of the
Possession Date;
(b) all of Seller's rights under the Equipment Leases from and
after the Possession Date; and
(c) all of Seller's rights under the Premises Lease from and
after the Possession Date.
2. Excluded Property. The Sale Property does not include and Buyer
shall acquire no interest in or rights with respect to (except as otherwise
expressly provided hereinbelow), the following tangible and intangible
property:
a. the excluded display motorcycles and memorabilia described
on Exhibit B attached hereto;
b. the "Easyriders" brand name and logo and all trademarks,
copyrights, trade names, service marks, registered brand names, trade
likenesses, logos, and depictions owned by or licensed to Seller or owned by
Paisano Publications or any affiliated company, person or entity; and
c. all deposits or prepayments made by Seller under the
Equipment Leases, the Premises Lease, any insurance contracts that Buyer
assumes, any vendor contracts, payroll tax deposits, business license deposits
or any other similar property of Seller (the "Deposits").
3. Purchase Price for the Sale Property and Liquidated Damages.
Subject to the adjustment as provided in Paragraph 5 below, the purchase price
for the Sale Property (the "Purchase Price") shall be Five Hundred Fifty
Thousand Dollars ($550,000.00) to be paid as follows.
a. Cash (the "Downpayment") paid by Buyer to Newriders upon
the Parties' execution of the LOI, the receipt of which is hereby
acknowledged, in the amount of One Hundred Thousand Dollars ($100,000.00); and
b. Buyer's promissory note in the amount of Four Hundred Fifty
Thousand Dollars ($450,000.00), adjusted as provided in Paragraph 5 below,
delivered to Seller at the Closing, payable to Seller in full on the date
forty-five (45) days from the Closing (the "Note"). The Note will provide
that provided it is paid in full on or before its scheduled maturity date, no
interest will be payable. However, if the Note is not paid in full on or
before the scheduled maturity date, interest will accrue on the unpaid
principal balance of the Note from the Possession Date (as defined below),
until paid, at the rate of Twelve Percent (12%) per annum. The Note will be
secured by a first priority lien on Three Hundred Thousand (300,000) shares of
Newriders, Inc. $.001 par value common stock owned by ▇▇▇▇ ▇▇▇▇▇▇▇ (the
"Pledged Shares"), created by a pledge agreement in form and content
acceptable to Seller (the "Pledge Agreement"). The Pledge Agreement shall
provide that a certificate or certificates representing the Pledged Shares in
the name of Seller as pledgee, shall be delivered by Buyer to Seller at or
prior to the Closing.
IF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT SHALL FAIL TO CLOSE BY
THE SCHEDULED CLOSING DATE AS A RESULT OF BUYER'S DEFAULT IN PERFORMANCE OF
ITS OBLIGATIONS UNDER THIS AGREEMENT, THE DOWNPAYMENT SHALL BE RETAINED BY
SELLER AS LIQUIDATED DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER,
AT LAW OR IN EQUITY OR OTHERWISE. RETENTION OF SUCH FUNDS BY SELLER AS
LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE
MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT INSTEAD, IS
INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671,
1676 AND 1677 OF THE CALIFORNIA CIVIL CODE. BECAUSE OF THE SPECIAL NATURE OF
THE NEGOTIATIONS THAT PRECEDED ACCEPTANCE BY SELLER OF BUYER'S OFFER TO
ACQUIRE THE SALE PROPERTY, THE PARTIES ACKNOWLEDGE THAT THE ACTUAL DAMAGE THAT
WOULD RESULT TO SELLER AS A RESULT OF SUCH FAILURE WOULD BE EXTREMELY
DIFFICULT TO ESTABLISH. IN ADDITION, BUYER DESIRES TO LIMIT ITS POTENTIAL
LIABILITY TO SELLER IN THE EVENT THAT THIS TRANSACTION SHALL FAIL TO CLOSE.
THEREFORE, IN ORDER TO INDUCE SELLER TO ACCEPT BUYER'S OFFER INSTEAD OF ANY
POTENTIAL COMPETING OFFER FROM ANOTHER PARTY, AND IN ORDER TO INDUCE SELLER TO
WAIVE ALL OTHER REMEDIES IT MAY HAVE IN THE EVENT OF BREACH BY BUYER OF ITS
OBLIGATIONS HEREUNDER, BUYER HAS PROPOSED AND SELLER HAS ACCEPTED THE CONCEPT
OF LIQUIDATED DAMAGES AS SET FORTH HEREIN, WITH THE AMOUNT OF THE PAYMENT TO
SELLER AND THE TIMING OF SUCH PAYMENT HAVING BEEN THE SUBJECT OF CONSIDERABLE
NEGOTIATIONS BETWEEN THE PARTIES. BY SEPARATELY INITIALING BELOW, THE PARTIES
HEREBY ACKNOWLEDGE THEIR AGREEMENT CONCERNING LIQUIDATED DAMAGES.
(BUYER:______) (SELLER:______)
4. Buyer's Assumption of Certain Obligations. As additional
consideration for the sale, assignment and transfer of the Sale Property,
Buyer will assume and pay or otherwise perform before delinquent, all of
Seller's duties, debts, covenants and obligations under the following
(collectively, the "Assumed Liabilities"):
a. The Equipment Leases;
b. the Premises Lease; and
c. all of Seller's accrued payroll obligations, accrued
employer tax obligations, accounts payable, debts and other obligations of
Seller with respect to the Business as of the Possession Date, including
without limitation, those accounts payable set forth on Exhibit D attached
hereto (collectively, the "Payables"), but not including the FMAC Obligation
as defined below.
Buyer will indemnify, defend and hold Seller harmless from and against any and
all loss, cost, damage, claim, expense or liability, including without
limitation, reasonable attorneys fees that Seller may suffer or incur as a
result of the Assumed Liabilities.
Buyer acknowledges receipt of copies of the Equipment Leases and the
Premises Lease (collectively, the "Leases").
5. Adjustment to the Purchase Price. Before the commencement of
business on the Possession Date, the Parties undertook a physical inventory of
all of the food, beverage and merchandise located on the Premises and included
within the Sale Property (the "Inventory"). The Inventory as of the
Possession Date was valued at Seller's cost and is set forth on Exhibit E.
The Purchase Price shall be adjusted by adjusting the principal balance of the
Note (but not the Downpayment), as follows (the "Purchase Price Adjustment"):
a. increased by the value of the Inventory, Prorations (as
defined below) and Deposits; and
b. decreased by the amount of the Payables.
The Purchase Price Adjustment is an increase in the amount of FIFTY-
SEVEN THOUSAND FOUR HUNDRED TWENTY AND 69/100 DOLLARS ($57,420.69), as set
forth on Exhibit E attached hereto.
6. Allocations and Tax Implications. Buyer and Seller acknowledge
and agree:
(a) the Purchase Price shall be allocated among the Sale
Property as set forth on Exhibit F attached hereto (the "Allocation");
(b) the amount allocated to each item of the Sale Property in
the Allocation represents its fair market value determined pursuant to arm's-
length negotiation; and
(c) the amount allocated to each item of the Sale Property may
have significant tax implications and each of them has consulted with an
attorney, tax accountant, or other qualified advisor, regarding such tax
implications.
Buyer and Seller each agree to report this transaction for federal and
state income tax purposes in accordance with the allocations set forth in the
Allocation.
7. FMAC Equipment Lease. Buyer acknowledges that a portion of the
Equipment and Improvements located in the Premises and included in the Sale
Property (the "FMAC Lease Equipment") is subject to and encumbered by a
financing lease (the "FMAC Lease") with Franchise Mortgage Acceptance
Corporation ("FMAC"). Seller shall continue to pay the monthly lease payments
under the FMAC Lease (the "FMAC Lease Obligation") and Buyer will not become
liable therefor. In addition, Seller shall use its reasonable best efforts to
obtain a release of the FMAC Lease Equipment from the FMAC Lease and cause
marketable title thereto to be delivered to Buyer. Buyer acknowledges that
until released, its rights in the FMAC Lease Equipment will continue to be
subject to all of the terms of the FMAC Lease. Until Seller notifies Buyer
that the FMAC Lease Equipment has been released from the FMAC Lease, Buyer
will comply with all of the terms and provisions of the FMAC Lease with
respect to the FMAC Lease Equipment (except for payment of rent), including
maintaining it, insuring it, keeping it located on the Premises and free of
liens and encumbrances Buyer will indemnify, defend and hold Seller harmless
from and against any and all loss, cost, damage, claim, liability or expense
that it may incur as a result of Buyer's covenants to use, protect and
maintain the FMAC Lease Equipment in compliance with the FMAC Lease.
8. Premises Lease. Buyer acknowledges that the Premises are leased
from ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Company, Inc. pursuant to that certain Lease dated
January 24, 1997 (the "Premises Lease"). Seller agrees at the Closing, to
assign and transfer all of its right, title and interest in and to the
Premises Lease to Buyer and Buyer agrees to assume and perform all of the
tenant's obligations under the Premises Lease from and after the Closing.
Buyer will cause the Landlord under the Premises Lease to formally release and
discharge Seller from all liability and obligation under the Premises Lease
from and after the Closing. Buyer will reimburse Seller at the Closing, for
all advance rentals and security deposits that it has made under the Premises
Lease as a part of the Purchase Price Adjustment.
9. Title to Sale Property. At the Closing, Seller will convey and
Buyer will accept marketable title to the Sale Property free of liens and
encumbrances except for the FMAC Lease and an outdated mechanic's lien held by
▇▇▇▇▇ Steel.
10. Possession, Interim Operations and Risk of Loss and Prorations.
a. Possession. The Parties acknowledge that Buyer assumed
possession of the Premises and the Sale Property for the purpose of operating
it in accordance with the LOI and this Agreement on July 18, 1998 (the
"Possession Date"). From the Possession Date to the Closing Date, Buyer shall
at its cost, manage, operate, care for, use and employ the Sale Property under
the name Easyriders Cafe without material change from the manner in which
Seller previously operated the Business. Buyer will use and operate the Sale
Property strictly in compliance with the terms and provisions of the Equipment
Leases, the Premises Lease and the FMAC Lease. Buyer shall retain all
receipts from food, beverage and merchandise sales and pay all costs and
expenses from and after the Possession Date, including without limitation, all
inventory costs, payroll cost, rent, taxes, fees, insurance and other costs
incurred in the operation of the Business. The personnel formerly employed by
Seller shall become employees of Buyer as of the Possession Date and Seller
will have no further obligation for salary or benefits payable to or on behalf
of such former employees.
b. Insurance. Buyer represents and warrants that prior to its
assumption of possession of the Sale Property on the Possession Date, it had
in place and agrees that it shall maintain in place and in full force and
effect at its expense until the Note and the Assumed Liabilities have been
paid in full, the following insurance coverage:
(i) public liability insurance against claims for
personal injury, death or property damage occurring in or about the Premises
and in any common areas adjacent to or used in connection with the Premises.
The liability limits under such insurance shall be not less than $1,000,000.00
per person and $2,000,000.00 per occurrence, with property damage limits of
not less than $1,000,000.00 per occurrence with an aggregate coverage of not
less than $2,000,000.00 and excess umbrella coverage of not less than
$5,000,000.00.
(ii) extended coverage fire and property casualty
insurance, including vandalism and malicious mischief, in a amount equal to
the full insurable value of the Sale Property, with a replacement cost
endorsement, excluding the cost of excavation and of foundation below the
level of the ground.
(iii) Each policy of insurance required by this paragraph
10 shall be issued by a responsible insurance company authorized to do
business in South Carolina, reasonably acceptable to Newriders, and shall be
issued to Newriders, Buyer, the Landlord and any beneficiary under any deed of
trust or other consensual lienholder encumbering the Premises, if required by
such deed of trust, as co-insureds as their respective interest may appear.
All insurance policies shall contain a provision that a thirty (30) day prior
written notice of cancellation shall be given to Newriders prior to the
effective date of cancellation.
Notwithstanding the foregoing, unless and until the Closing occurs,
Buyer shall have no right or power to, and shall not, except for inventory in
the ordinary course of business, materially alter, modify, sell, assign,
convey, lend, lease, encumber, hypothecate, dismantle, remodel, remove, damage
or destroy the Sale Property or any portion thereof.
c. Indemnification. From and after the Possession Date, Buyer
shall indemnify, defend and hold Seller harmless from and against any and all
loss, cost, damage, claim, liability, or expense, including reasonable
attorneys fees and damage to property or personal injury that Seller may incur
or to which it may become subject as a result of Buyer's use, occupancy and/or
operation of the Premises and/or the Sale Property, and Buyer's activities in
or on the Premises, including without limitation, Buyer's (i) failure to
comply with any law, statute, ordinance, regulation license or permit; (ii)
its processing, storage, handling, sale or manufacture of goods, food,
beverages or other products and (iii) the acts or omissions, whether
intentional or negligent of Seller, its officers, directors, shareholders,
agents, employees, independent contractors, guests, invitees, trespassers or
otherwise. It is the intent of the Parties in this Subsection to create the
broadest form of indemnification allowable under applicable law.
d. Risk of Loss. All risk of loss, injury, damage, or
destruction of (i) the Sale Property shall pass to Buyer on the Possession
Date.
e. Failure to Close. If Buyer fails to complete its purchase
of the Sale Property on the scheduled Closing Date (or any mutually agreed
extension thereof), Buyer will relinquish possession of the Sale Property to
Seller in the condition in which it was received, normal wear and tear
excepted. If the value of the Inventory or the amount of the Payables on the
date Buyer relinquishes possession of the Sale Property to Seller (the "Return
Date") is more or less than the value of the Inventory or the amount of the
Payables on the Possession Date, the Parties will make an appropriate cash
adjustment payment to one another to place Seller in an equivalent economic
possession as existed on the Possession Date. Buyer may retain all receipts
from sales during the period from the Possession Date until the Return Date,
but shall pay and be responsible for all costs and expenses of the Business
during such period, including without limitation, rent under the Equipment
Leases and Premises Lease. Under no circumstances shall Seller have any
obligation to reimburse Buyer for any cost or expense incurred by Buyer in
performing its obligations under this Subsection with respect to the early
possession Sale Property. Nothing in this Subsection shall alter or affect
Seller's right to retain the Downpayment in the event of Buyer's default as
hereinabove provided.
f. Prorations. At the Closing, the Parties will prorate as of
the Possession Date, using thirty (30) day months, all rent and other payments
under the Premises Lease and the Equipment Leases, property taxes, any
insurance premiums on policies assumed by Buyer, any license or permit fees or
other prepayments of Seller with respect to the Sale Property (the
"Prorations"). The Prorations will be in the amount set forth on Exhibit E
attached hereto and shall be included within the adjustment to the Purchase
Price as set forth above.
11. Licenses and Permits. Newriders will cooperate with Buyer, but
Buyer shall be responsible for all applications, costs, fees and expenses
associated with transferring any existing licenses and/or permits issued to or
associated with or required to operate the Premises and/or the Sale Property,
including without limitation, the Alcoholic Beverage License, gaming machine
permit, business license or otherwise.
12. Waiver of Bulk Sale Law. The Parties hereby waive the
application of the notice periods and escrow provisions of the Bulk Sale Law.
Buyer acknowledges that as a result of such waiver, it will become liable for
Sellers debts in connection with the Business, but further acknowledges that
it has agreed to assume and pay such debts as a part of the consideration for
the purchase of the Sale Property and has received a credit therefor in the
adjustment to the Purchase Price as set forth above.
13. Franchise Agreement. Buyer agrees to execute prior to the
Closing, a Franchise Agreement with Easyriders Franchising, Inc. which shall
provide a conditional license for Buyer's use of the name, trademark and other
protected property of Easyriders Franchising, Inc. and for the payment of a
royalty as therein provided (the "Franchise Agreement").
14. Buyer's Inspection. Buyer acknowledges that its president and
principal shareholder, ▇▇▇▇ ▇▇▇▇▇▇▇ was materially involved in the design,
planning, selection, construction and installation of the Improvements and
Equipment in the Premises and is familiar with the design, installation,
construction, materials, use, and condition of all of the Sale Property.
Buyer further acknowledges that it has fully and completely inspected the Sale
Property, the Premises and all of the components of each and is completely
satisfied with the condition thereof. and will accept the Sale Property in its
present condition, without reservation. Both Parties acknowledge and agree
that if Buyer had not been satisfied with its opportunity to inspect the Sale
Property, the nature and extent of the inspection that it conducted or with
the results thereof, Buyer could have elected not to execute this Agreement
and enter into this transaction. Buyer shall not disclose any information
acquired by Buyer regarding the Sale Property to any person other than Seller
without Seller's prior written consent unless and until the Closing occurs and
title to the Sale Property is transferred to Buyer.
Buyer has investigated and has knowledge of applicable governmental
laws, regulations, ordinances and decisions (including, but not limited to,
zoning, environmental and land use laws and regulations) to which the Sale
Property is or may be or become subject and Buyer expressly accepts the Sale
Property upon the basis of its review and determination of the applicability
and effect of such laws, regulations, ordinances and decisions. Buyer
acknowledges that the Sale Property has been used as a restaurant and cocktail
lounge during Seller's ownership and for many years prior thereto and during
the course of its operation, various chemicals, lubricants, solvents, cleaners
and other materials, some of which may be considered to be hazardous or toxic
materials, were used, stored, mixed and applied to the Premises and portions
of the Sale Property.
Buyer acknowledges that it is entering into this Agreement on the basis
of Buyer's own independent investigation of the physical and environmental
condition of the Sale Property. Buyer expressly assumes the risk and
consequences that adverse physical and environmental conditions may not have
been revealed by its own investigation.
15. No Warranties. Seller has not made and will not make any
warranties or representations as to the precise number of square feet within
the Premises, the zoning of the Premises, the suitability of the Premises or
the Sale Property for any purpose, the operability or usability of the Sale
Property, the development potential of the Sale Property, the condition of the
Sale Property or any component thereof or any equipment, building, fixture or
improvement thereon, or of the soil, the cost, quantity, quality or
availability of water or sewer facilities, public utilities or amenities on or
to the Sale Property, the location or situation of the Sale Property within
any special improvement district, zone or area, or the existence,
transferability or value of any mineral rights appurtenant to the Sale
Property. BUYER FURTHER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN
THIS AGREEMENT AND IN ANY OTHER DOCUMENT PROVIDED HEREUNDER, SELLER, ITS
AGENTS, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER PERSONS ACTING ON BEHALF OF
NEWRIDERS HAVE MADE NO REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE AND
HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES IN CONNECTION WITH
ANY MATTER RELATING TO THE CONDITION, VALUE, FITNESS, USE OR ZONING, PRECISE
AREA OR DIMENSIONS, LOCATIONS OF PROPERTY CORNERS OR BOUNDARIES, OR THE
CONDITION, OPERABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF
ANY IMPROVEMENTS, FIXTURES, EQUIPMENT, INVENTORY OR OTHER PERSONAL PROPERTY
SITUATED ON OR IN THE SALE PROPERTY, ALL OF WHICH WILL BE CONVEYED TO AND
ACCEPTED BY BUYER IN THEIR "AS IS" CONDITION AT THE CLOSE.
Buyer hereby releases any claims it may have or acquire against Seller
and its agents, employees or representatives in connection with the physical
condition of the Premises and the Sale Property, its unsuitability for any
particular use and/or its noncompliance with any applicable laws, rules,
regulations or ordinances, and Buyer expressly waives any and all rights under
California Civil Code Section 1542 which provides:
"A general release does not extend to claims which the creditor does not know
or suspect to exist in his favor at the time of executing the release, which
if known by him must have materially affected his settlement with the debtor."
16. Buyer's Representations, Warranties and Covenants. Buyer
hereby represents and warrants to, and covenants with, Seller as follows.
a. Buyer's Authority. Buyer is a corporation duly organized,
validly existing, and in good standing under the laws of the State of South
Carolina. Buyer has the corporate power and authority to execute this
Agreement and each Buyer Closing Document (as hereinafter defined), and to
purchase the Sale Property. Buyer has obtained appropriate approval and has
taken (or will have taken by the Closing Date) all action required by law,
Buyer's Certificate of Incorporation, Bylaws, and otherwise, including the
adoption of appropriate corporate resolutions, to enter into this Agreement
and to perform the transactions set forth herein. This Agreement constitutes,
and each document to be delivered by Buyer to Seller at the Closing (each such
document, a "Buyer Closing Document") will constitute, a valid and binding
agreement of Buyer, enforceable against Buyer in accordance with its terms,
except as enforceability may be restricted, limited or delayed by applicable
bankruptcy or other laws affecting creditors' rights generally and except as
enforceability is subject to general principles of equity.
b. Full Disclosure. No representation or warranty made by
Buyer in this Agreement, or any of the exhibits hereto, or any statement
furnished or to be furnished by Buyer to Seller, contains or will contain on
the Closing Date, any untrue statements of material fact or omits or will omit
to state a material fact necessary to make any statement contained therein not
misleading.
c. Indemnification for Pre-Closing Activities. Buyer hereby
indemnifies and holds Seller harmless from and against any and all loss, cost,
damage, expense, claim or liability including personal injury, loss of life
and/or property damage that arises from the acts or omissions of Seller or its
agents in preparing for and/or performing its obligations with respect to the
early possession Sale Property after the Possession Date as provided in
Section 10. Buyer shall promptly pay all costs, fees and expenses incurred as
a result of or associated with such activities and keep the Sale Property free
from any and all judgments, and all mechanics, materialmen's, garageman's or
similar liens or charges resulting from its possession Sale Property prior to
the Closing.
d. Indemnification for Post-Closing Activities. Buyer agrees
to indemnify and hold Seller harmless from and against any and all costs,
expenses, claims, liens, suits, actions or damages (including reasonable
attorneys' fees and costs) arising out of or relating to (i) Buyer's operation
of the Business from and after the Closing Date; (ii) Buyer's ownership or
possession of the Sale Property from and after the Closing Date; and (iii) the
Assumed Liabilities. The foregoing indemnity shall not include any costs,
expenses, claims, liens, suits, actions or damages arising out of or relating
to:
(1) Seller's gross negligence;
(2) any misrepresentation of Seller contained in this
Agreement or any of the exhibits hereto; or
(3) any misrepresentation of Seller in any other
statement made by or on behalf of Seller to Buyer in connection with the
subject matter of this Agreement, excluding any such statements relating to
the physical condition of the Sale Property.
e. Sales or Use Tax. Sales and use taxes due in connection
with Seller's sale of the Sale Property to Buyer (if any), shall be paid by
Buyer and Buyer shall indemnify, defend and hold Seller harmless from all
liability in connection with such sales or use tax.
f. Best Efforts. Buyer agrees to use its best efforts to
satisfy or cause to be satisfied all of the Conditions Precedent to its
performance under this Agreement to the extent that Buyer's action or inaction
can control or influence the satisfaction of such conditions.
g. Consents. Buyer's purchase of the Sale Property and
execution of each Buyer Closing Document does not require the consent of any
Person. As used in this Agreement, the term "Person" means an individual, a
corporation, a partnership, an association, a trust or other entity, including
any governmental authority.
h. No Conflicts. Consummation of the transactions
contemplated by this Agreement will not constitute or result in a breach or
default (or an event which, with notice or the lapse of time, or both, would
constitute a breach or default) under (i) Buyer's Certificate of Incorporation
or Bylaws; (ii) any contract, agreement or instrument to which Buyer is a
party; or (iii) any statute, regulation, order, judgment or decree of any
court or governmental agency to which Buyer is subject.
i. Litigation. There is no litigation, claim, arbitration
proceeding or investigation by any Person pending or, to the best of Buyer's
knowledge, threatened against Buyer, at law or in equity, before any court,
arbitration tribunal or governmental agency which could reasonably be expected
to prevent Buyer from purchasing the Sale Property or owning and operating the
Sale Property after the Closing Date.
j. Personnel Continuity. Buyer acknowledges that Seller has
engaged the services of National Employer's Council, Inc. , to provide
personnel administration services for the Premises. In order to insure
operational continuity and minimize the disruption of the transfer of the Sale
Property from Seller to Buyer, Buyer agrees to enter into and continue in full
force and effect, a personnel administration contract with National Employer's
Council, Inc. to provide the same services as previously provided to Seller
until at least ninety (90) days after the Closing Date. Seller makes no
representations or warranties concerning the employment of any existing
employees.
17. Seller's Representations, Warranties and Covenants. Seller
hereby represents and warrants to, and covenants with Buyer as follows.
a. Corporate Authority. Seller is a corporation duly
organized, validly existing, and in good standing under the laws of the State
of Nevada. Seller has the corporate power and authority to execute this
Agreement and each Seller Closing Document (as hereinafter defined) and to
sell the Sale Property to Buyer. Seller has obtained appropriate approval and
has taken (or will have taken by the Closing Date) all action required by law,
Seller's articles of incorporation, bylaws, and otherwise, including the
adoption of appropriate corporate resolutions, to enter into this Agreement
and to perform the transactions set forth herein. This Agreement constitutes,
and each document to be delivered by Seller to Buyer at the Closing (each such
document, a "Seller Closing Document") will constitute, a valid and binding
agreement of Seller , enforceable against Seller in accordance with its terms,
except as enforceability may be restricted, limited or delayed by applicable
bankruptcy or other laws affecting creditors' rights generally and except as
enforceability is subject to general principles of equity.
b. Consents and Approvals. Except for its Board of Directors,
no consent or approval or authorization of, or declaration, filing or
registration with, any Person is required in connection with the execution,
delivery, and performance of this Agreement by Seller and the consummation of
the transactions contemplated herein by Seller.
c. Compliance with Laws. To the best of its knowledge, Seller
has not received notice of any violation of any applicable federal, state or
local statute, law or regulation (including without limitation any applicable
building, zoning, environmental protection, or other law, ordinance or
regulation) affecting the Sale Property or the operation of the Business; and
to the best of their knowledge, there are no such violations.
d. Litigation. There is no litigation, claim, arbitration
proceeding or investigation by any Person pending or, to Seller's best
knowledge, threatened against Seller, at law or in equity, before any court,
arbitration tribunal or governmental agency which could reasonably be expected
to prevent Seller from selling the Sale Property to Buyer.
e. Best Efforts. Seller agrees to use its best efforts to
satisfy or cause to be satisfied all of the Conditions Precedent to its
performance under this Agreement to the extent that Seller's action or
inaction can control or influence the satisfaction of such conditions.
18. Conditions Precedent to Buyer's Obligation to Perform. Buyer's
obligation to perform under this Agreement, including the obligations to
purchase the Sale Property and pay the purchase price therefor, is expressly
conditioned on satisfaction of each and every of the following conditions
precedent.
a. Seller's Performance. Seller shall have performed each and
every one of the obligations to be performed by Seller, and kept each and
every one of the covenants to be kept by Seller, under this Agreement,
including delivering all funds, documents and instruments required hereunder,
and shall not be in default of any of the provisions hereof.
b. Truth of Representations and Warranties. Each of the
representations and warranties made by Seller hereunder shall be true and
accurate on the Closing Date as if made and given at that time.
▇. ▇▇▇▇▇▇'▇ Consent. The Lessor of the Premises Lease shall
have consented to the assignment of the Premises Lease to Buyer.
d. Litigation. The absence of any material litigation
affecting Seller or the Sale Property.
e. Approval of Board of Directors. Buyer's Board of Directors
shall have approved this transaction, the payment of the Downpayment and its
execution of the Note.
19. Conditions Precedent to Seller's Obligation to Perform.
Seller's obligation to perform under this Agreement is expressly conditioned
on satisfaction of each and every of the following conditions precedent.
a. Buyer's Performance. Buyer shall have performed each and
every one of the obligations to be performed by Buyer, and kept each and every
one of the covenants to be kept by Buyer, under the LOI and this Agreement,
including delivering all funds, documents and instruments required hereunder,
and shall not be in default of any of the provisions hereof.
b. Truth of Representations and Warranties. Each of the
representations and warranties made by Buyer hereunder shall be true and
accurate at the Close as if made and given at that time.
▇. ▇▇▇▇▇▇'▇ Consent. The Lessor of the Premises Lease shall
have consented to the assignment of the Premises Lease to Buyer.
d. Litigation. The absence of any material litigation
affecting Buyer or its ability to purchase the Sale Property.
e. Approval of Board of Directors. Seller's Board of
Directors shall have approved this transaction.
f. Pledge Agreement and Delivery of Pledged Shares. ▇▇▇▇
▇▇▇▇▇▇▇ shall have executed and delivered the Pledge Agreement and the Pledged
Shares to Seller.
g. Franchise Agreement. Buyer shall have executed the
Franchise Agreement.
20. Closing Date and Location. The Closing shall take place at the
offices of Seller, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ at 2:00
p.m. on July 22, 1998 or on such other date and time as the Parties may
mutually agree (the "Closing Date").
21. Procedure for Closing. The Parties shall close the purchase
and sale of the Sale Property in accordance with the following procedure.
a. Seller's Deliveries. Seller will deliver the following
documents and instruments to Buyer at the Closing:
(i) an assignment of each of the Leases (a "Lease
Assignment") pursuant to which Seller assigns its rights and delegates its
obligations accruing for periods from and after the Closing Date under each
Lease to Buyer and Buyer assumes such obligations and the Lessor (in the case
of the Premises Lease), consents to such assignment, delegation and
assumption;
(ii) a ▇▇▇▇ of Sale transferring title to the Sale
Property to Buyer; and
(iii) all keys, access codes, records, books and
documents in Seller's possession that relate to the Sale Property;
(b) Buyer's Deliveries. Buyer will deliver the following
funds, documents and instruments to Seller at the Closing:
(i) the Note;
(ii) the Pledge Agreement and the Pledged Shares;
(iii) certified copies of resolutions of Buyer's Board
of Directors approving this transaction and authorizing the execution of all
documents and instruments required as a part hereof; and
(iv) the Premises Landlord's release of Seller from all
liability under the Premises Lease from and after the Possession Date.
22. Brokerage Commissions. Buyer and Seller each represent and
warrant to the other that neither has engaged the services of any real estate
broker, salesperson, agent or finder, nor done any other act nor made any
statement, promise or undertaking which would result in the imposition of
liability for the payment of any real estate brokerage commission, finder's
fee or otherwise in connection with the transaction described herein. In the
event that any person or entity makes a claim for a brokerage commission,
finder's fee or otherwise, based upon any agreement, statement or act,
including without limitation the Seller's agreement set forth above in this
Section 22, the Party through whom such person or entity makes such claim
shall be responsible therefor and shall defend, indemnify and hold the other
Party and the Sale Property harmless from and against such claim and all loss,
cost, damage, liability and expense associated therewith, including attorneys'
fees.
23. Blackjack Machine and Change Banks. Seller has, as of the
Possession Date, assigned its interest in the blackjack machine located on the
Premises to Buyer and Buyer has reimbursed Seller in the total amount of Three
Thousand Dollars ($3,000.00), constituting the blackjack machine operating
fund, the receipt of which is hereby acknowledged. In addition, Buyer has
reimbursed Seller in the amount of Four Thousand Four Hundred Dollars
($4,400.00) constituting the cash register change banks, the receipt of which
is hereby acknowledged.
24. Survival; Indemnity. Notwithstanding the completion of the
Closing, delivery of instruments, conveyances of property and payment of
consideration therefor, the Parties agree that the respective representations,
warranties, covenants releases and agreements made by such party, pursuant to
this Agreement or any document delivered pursuant hereto, shall survive the
Closing, and each party agrees to indemnify and hold the other harmless from
and against any and all claims, demands, losses, obligations, demands,
liabilities, causes of action, costs and expenses (including attorneys' fees)
arising out of or in connection with a breach of the indemnifying party of any
such representation, warranty, covenant or agreement.
25. Assignment. At any time after the Closing, Seller may assign
all Seller's rights to payments due from Buyer. No Party shall assign its
interest hereunder prior to the Closing without the prior written consent of
the other Party.
26. Professional Fees. Should either party retain counsel for the
purpose of enforcing or preventing the breach of any provision hereof,
including but not limited to the institution of any action or proceeding to
enforce any provision hereof, for damages by reason of any alleged breach of
any provision hereof, for a declaration of such party's rights or obligations
hereunder or for any other judicial remedy, then the prevailing party shall be
entitled to be reimbursed by the losing party for all costs and expenses
incurred thereby, including but not limited to, reasonable attorneys',
accountants', appraisers', engineers' and other professional fees and costs
for the services rendered to such prevailing party.
27. Inurement. Subject to Section 25 above, this Agreement shall
inure to the benefit of the Parties hereto, the heirs, executors,
administrators, and permitted successors and assigns of the Parties hereto.
28. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California. Any legal
action brought to enforce or interpret this Agreement shall be venued in ether
a federal or state court in Orange County, California.
29. Counterparts. Separate counterparts of this Agreement may be
signed and together shall constitute one agreement.
30. Time. Time is of the essence of this Agreement.
31. Entire Agreement. The Parties expressly agree that this
Agreement constitutes the entire agreement between the Parties pertaining to
the subject matter hereof and supersedes all prior agreements and
understandings of the Parties.
32. Notice. Notices or communications under this Agreement shall
be in writing and shall be deemed to be duly given if served personally on the
party to whom notice is directed or two business days after deposit into the
United States certified mail, return receipt requested, postage prepaid and
addressed in the case of Buyer to:
Easyriders of Myrtle beach, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇
and in the case of Seller to:
Newriders, Inc.
▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
with a copy to:
▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇ ▇. ▇▇▇▇▇ ▇▇
33. Further Assurances. Buyer and Seller shall execute and deliver
such instruments and take such other actions as may be reasonably required in
order to carry out the intent of this Agreement.
34. Exhibits. Each of the Exhibits attached hereto is hereby
incorporated herein by reference and consist of the following:
Exhibit A Sale Property
Exhibit B Excluded Property
Exhibit C Description of Equipment Leases
Exhibit D Accounts Payable
Exhibit E Purchase Price Adjustment and Prorations
Exhibit F Purchase Price Allocation
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date
first hereinabove written.
"Buyer" "Seller"
EASYRIDERS OF MYRTLE BEACH, INC., NEWRIDERS, INC.
a South Carolina corporation a Nevada corporation
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------- -------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ Title ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Executive
Vice President for Finance and
Administration
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title
DESCRIPTION OF SALE PROPERTY
All furniture, fixtures, equipment, furnishings, kitchen equipment, bar
equipment, office equipment, silverware, dishes, cooking utensils, storage
room shelving and equipment, leasehold improvements, sound equipment,
lighting, decorations, food, beverage and merchandise inventory and any other
personal property of Seller (except the Excluded Property), located at the
Easyriders Cafe ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
EXHIBIT A
page one of one
DESCRIPTION OF EXCLUDED PROPERTY
Assets in restaurant not owned by Newriders, Inc., are as follows:
1. World's Land-speed record holding Bike (located above patio bar)
2. ▇▇▇ ▇▇▇▇▇▇ V8 Bike (located at entrance to restaurant)
3. All video arcade machines including two video poker machines, video
golf machine, two electronic dart boards, Harley-themed pin-ball machine, coin
operated pool table, and a change machine.
4. Pay telephone, located on covered patio to right of exit.
5. Cigarette machine.
6. Six original ▇▇▇▇ ▇▇▇▇ paintings:
Astro Eve
European Tour
Flying Tool Kit
Aussie Bike
War Chief
Golden Gate Softall
EXHIBIT B
page one of one
DESCRIPTION OF EQUIPMENT LEASES
1. Advanta Business Services Corp.
P.O. Box 1225 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Lease of Micros point of service computers dated April 28, 1997
2. Xerox Corporation
Lease of Xerox 5021ZTA copy system dated August 12, 1997
EXHIBIT C
page one of one
Newriders Inc. 1998
Aged Payables - MB
As of Jul 24, 1998
______________________________________________________________________________________________________________
Vender ID Invoice No. Date Date Due Current 6-7 8-14 Over 14 days Amount Due
Vender
Contact
Telephone 1
______________________________________________________________________________________________________________
APC-MB 74454 7/3/98 7/17/98 162.25 162.25
A P C Inc 74532 7/5/98 7/19/98 113.45 113.45
74624 7/6/98 7/20/98 45.00 45.00
803/477-8301 74810 7/9/98 7/23/98 190.18 190.18
74828 7/10/98 7/24/98 50.00 50.00
74938 7/11/98 7/25/98 14.85 14.85
74995 7/12/98 7/26/98 92.05 92.05
________ ________ ________ ___________ _____________
APC-MB 156.90 510.88 667.78
A P C Inc
________ ________ ________ ___________ _____________
ASCAP 7/1/98-8/31/98 7/1/98 7/1/98 138.17 138.17
ASCAP
800/505-4052
________ ________ ________ ___________ _____________
ASCAP 138.17 138.17
ASCAP
________ ________ ________ ___________ _____________
BEAC-MB 105703 7/10/98 7/17/98 760.58 760.58
Beach Meats 105887A 7/11/98 7/18/98 345.00 345.00
808/448-7584
________ ________ ________ ___________ _____________
BEAC MB 1,105.58 1,105.58
Beach Meats
________ ________ ________ ___________ _____________
▇▇▇▇▇▇-▇▇ ▇▇▇▇▇▇ 7/13/98 7/20/98 114.00 114.00
Buckhead Beef Compan
________ ________ ________ ___________ _____________
800/888-5578
BUCKHD-MB
Buckhead Beef Company 114.00 114.00
________ ________ ________ ___________ _____________
CAPT-MB 1821 7/7/98 7/17/98 182.00 182.00
Captain Foods Inc.
904/428-5833
________ ________ ________ ___________ _______________
CAPT-MB 182.00 182.00
Captain Foods Inc.
________ ________ ________ ___________ _____________
CITRUS-MB 3320 7/1/98 7/26/98 60.00 60.00
The Citrus Group, Inc.
803/262-4154 ________ ________ ________ ___________ _____________
CITRUS-MB 60.00 60.00
The Citrus Group, Inc.
________ ________ ________ ___________ _______________
COASTAL-MB 19529 7/3/98 8/2/98 53.34 53.34
EXHIBIT D
Page 1 of 5
Newriders Inc. 1998
Aged Payables - MB
As of Jul 24, 1998
______________________________________________________________________________________________________________
Vender ID Invoice No. Date Date Due Current 6-7 8-14 Over 14 days Amount Due
Vender
Contact
Telephone
________________________________________________________________________________________________________________
Coastal Carbonics, Inc.
803/448-1448
________ ________ ________ ___________ ____________
COASTAL-MB
Coastal Carbonics, Inc. 53.34 53.34
________ ________ ________ __________ _____________
ELVIS-MB 41455 7/13/98 7/13/98 85.00 85.00
Elvis Service Co., Inc.
803/448-5016 ________ ________ ________ ___________ _____________
ELVIS-MB 85.00 85.00
Elvis Service Co., Inc.
________ ________ ________ ___________ _____________
FEDEX-MB ▇-▇▇▇-▇▇▇▇▇ 7/7/98 7/22/98 91.75 91.75
FEDEX ________ ________ ________ ___________ _____________
FEDEX-MB 91.75 91.75
FEDEX
________ ________ ________ ___________ _____________
HARDW-MB JUNE TTL 6/30/97 7/30/97 -3,342.64 -3,342.64
▇▇▇▇▇▇▇▇'▇ 689698 10/1/97 10/31/97 945.00 945.00
▇▇▇▇▇▇▇ 689283 10/1/97 10/31/97 1,422.29 1,422,29
803/399-4434 697970 5/12/98 6/11/98 258.30 258.30
________ ________ ________ ___________ ___________
HARDW-MB -717.05 -717.05
▇▇▇▇▇▇▇▇'▇
________ ________ ________ ___________ _____________
HOTACT-MB 011951 6/17/98 7/17/98 795.49 795.49
Hot Action
Sportswear I 011980 6/18/98 7/18/98 96.88 96.88
011990 6/19/98 7/19/98 3,969.09 3,969.09
________ ________ ________ ___________ _____________
▇▇▇-▇▇▇-▇▇▇▇
HOTACT-MB 4,861.46 4,861.46
Hot Action Sportswear ________ ________ ________ ___________ _____________
▇▇▇▇▇▇-MB 7248 6/23/98 7/23/98 30.73 30.73
Jennie's 7010 6/29/98 7/29/98 78.00 78.00
▇▇▇▇ 7041 7/4/98 8/3/98 26.94 26.94
803/357-1802 4047 7/8/98 8/7/98 53.73 53.73
________ ________ ________ ___________ _____________
▇▇▇▇▇▇-MB 158.67 30.73 189.40
Jennie's
________ ________ ________ ___________ _____________
LEAD-MB 0063386 7/1/98 7/31/98 17.85 17.85
Leading Edge 0063873 7/8/98 8/7/98 17.85 17.85
________ ________ ________ ___________ _____________
910/739-1361
EXHIBIT D
Page 2 of 5
Newriders Inc. 1998
Aged Payables - MB
As of Jul 24, 1998
______________________________________________________________________________________________________________
Vender ID Invoice No. Date Date Due Current 6-7 8-14 Over 14 days Amount Due
Vender
Contact
Telephone 1
________________________________________________________________________________________________________________
LEAD-MB 35.70 35.70
Leading Edge
________ ________ ________ ___________ ____________
NATLLN-MB 214100480 7/6/98 8/15/98 180.57 180.57
National Linen Service 214102597 7/13/98 8/15/98 123.33 123.33
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
________ ________ ________ ___________ ___________
NATLLN-MB 303.90 303.90
National Linen Service
________ ________ ________ ___________ ___________
PEPSIC-MB 5683 6/24/98 7/24/98 37.35 37.35
Pepsi Cola Bottling Co. 827 6/24/98 7/24/98 80.00 80.00
4883-5/15/98 7/1/98 7/31/98 74.70 74.70
803/▇▇▇-▇▇▇▇ ▇▇▇ 7/1/98 7/31/98 349.20 349.20
5816 7/1/98 7/31/98 779.55 779.55
5903 7/3/98 8/2/98 37.35 37.35
5963 7/8/98 8/7/98 260.65 260.65
________ ________ ________ ___________ _________
PEPSIC-MB 1,618.80 1,618.80
Pepsi Cola Bottling Co.
________ ________ ________ ___________ __________
PPPINC-MB 4642 7/9/98 8/8/98 33.60 33.60
Palmetto Paper Products
843/626-7087
________ ________ ________ ___________ __________
PPPINC-MB 33.60 33.60
Palmetto Paper Products
________ ________ ________ ___________ __________
PYA/MO-MB 430480 7/10/98 7/17/98 711.39 711.39
PYA/Monarch, Inc.
________ ________ ________ ___________ ___________
803/347-1691
PYA/MO-MB 711.39 711.39
PYA/Monarch, Inc.
________ ________ ________ ___________ ___________
EXHIBIT D
Page 3 of 5
Newriders Inc. 1998
Aged Payables - MB
As of Jul 24, 1998
______________________________________________________________________________________________________________
Vender ID Invoice No. Date Date Due Current 6-7 8-14 Over 14 days Amount Due
Vender
Contact
Telephone
________________________________________________________________________________________________________________
ROSECL-MB 31808 7/13/98 7/20/98 750.00 750.00
Rose Cleaning of Myrtle
________ ________ ________ ___________ ____________
ROSECL-MB 750.00 750.00
Rose Cleaning of Myrtle
________ ________ ________ ___________ ____________
SCDHEC-MB ES55318-0 7/1/98 7/31/98 70.00 70.00
SCDHEC-BEH P&M
803/935-7952
________ ________ ________ ___________ _____________
SCDHEC-MB 70.00 70.00
SCDHEC-BEH P&M
________ ________ ________ ___________ _____________
SKYNET-MB 111486-5/29/98 7/1/98 7/31/98 190.98 190.98
Skynet Data Systems I
________ ________ ________ ___________ _____________
SKYNET-MB 190.98 190.98
Skynet Data Systems I
________ ________ ________ ___________ ____________
SUNNEWS-MB 6/1-6/30/98 6/30/98 7/20/98 -257.63 -257.63
The Sun News
803/626-8555
________ ________ ________ ___________ _____________
SUNNEWS-MB -257.63 -257.63
The Sun News
________ ________ ________ ___________ ____________
SYSCO -MB 807030243 7/3/98 7/17/98 1,156.98 1,156.98
SYSCO Food Services 807040005 7/4/98 7/18/98 685.05 685.05
▇▇▇▇▇ Sakaliar 807060211 7/6/98 7/20/98 927.19 927.19
888/411-5745 Pager 807070183 7/7/98 7/21/98 763.91 763.91
807087612 7/8/98 7/22/98 254.89 254.89
807090208 7/9/98 7/23/98 668.21 668.21
807100187 7/10/98 7/24/98 3,268.64 3,268.54
807110014 7/11/98 7/25/98 559.12 559.12
807130194 7/13/98 7/27/98 461.08 461.08
807140169 7/14/98 7/29/98 558.96 558.96
________ ________ ________ ___________ ____________
SYSCO-MB 4,847.80 4,456.23 9,304.03
SYSCO Food Services
________ ________ ________ ___________ ____________
TOFF-MB 1383 7/3/98 7/17/98 114.36 114.36
Toffino's Specialty Baki 1398 7/4/98 7/18/98 154.80 154.80
1420 7/7/98 7/21/98 35.28 35.28
803/▇▇▇-▇▇▇▇ ▇▇▇▇ 7/9/98 7/23/98 50.40 50.40
1451 7/10/98 7/24/98 106.44 106.44
2397 7/11/98 7/25/98 115.20 115.20
1474 7/12/98 7/26/98 64.20 64.20
________ ________ ________ ___________ ____________
TOFF-MB 285.84 354.84 640.68
EXHIBIT D
Page 4 of 5
Newriders Inc. 1998
Aged Payables - MB
As of Jul 24, 1998
______________________________________________________________________________________________________________
Vender ID Invoice No. Date Date Due Current 6-7 8-14 Over 14 days Amount Due
Vender
Contact
Telephone 1
________________________________________________________________________________________________________________
Toffino's Specialty Ba
________ ________ ________ ___________ ____________
8,557.87 12,911.23 85.00 -1,063.85 20,232.88
======== ========= ======== =========== ============
Additional Payables 16,574.00
__________
TOTAL $36,806.88
EXHIBIT D
Page 5 of ▇
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC.
PURCHASE PRICE ADJUSTMENTS
EFFECTIVE DATE: 7-18-98
I. Increase to Purchase Price
-------------------------------
Rent @ 578.30/Day X 14 Days $ 8,096.20
Deposit on Lease 12,044.38
Celeb Square Entertainment Fee 4,680.00
Equipment Lease
Micros $450 450.00
Coastal 18 18.00
Xerox 150 150.00
Storage 40 40.00
Music License Fee - Prorated 540.00
BMI Broadcast Music - Prorated 730.00
Chamber of Commerce 293.00
Waccamaw-Alc. Lic. Bond 46.00
Business Licenses 5,250.00
Gross Payroll 7-18 to 7-21 5,015.00
Prepaid Workers' Compensation Insurance 7-18 to 10-5 4,288.64
Prepaid Health Insurance 7-18 to 7-31 644.76
Inventory
Food/Supplies 9,885.10
Bar 11,431.28
Retail 30,625.21
------------
51,941.59 51,941.59
-------------
Sub-Total 94,227.57
II. Decrease to Purchase Price
-------------------------------
Payables ($36,806.88)
Net Purchase Price Adjustment $57,420.69
EXHIBIT E
ALLOCATION OF PURCHASE PRICE
1. Leasehold Improvements $ 280,000.00
2. Equipment 235,000.00
3. Prepaid Royalty (July 18, 1998 through January 17, 1998) 35,000.00
4. Inventory:
Food/Supplies 9,885.10
Bar 11,431.28
Retail 30,625.59
4. Prorations and Deposits 42,285.98
5. Payables ( 36,806.88)
---------------
Total $ 607,420.69
EXHIBIT F
page one of one
