Exhibit 10.1


 


EXECUTION COPY


 


	Dated 	20 September 2021
	 

                                                           (1)   
        WORLD CHAMPIONSHIP AIR RACE LIMITED (IN ADMINISTRATION)

         

        and

         

        (2)
        MICHAEL PAUL ROOME AND DEAN ANTHONY NELSON AS JOINT ADMINISTRATORS 

        

        OF
        WORLD CHAMPIONSHIP AIR RACE LIMITED (IN ADMINISTRATION)

         

        and

         

        (3)
        AIR RACE LIMITED 

         

         

	

                                                                                 

                                                                                 

                                                                                ASSET SALE AGREEMENT

                                                                                 

                                                                                 



 


 


 


 


	46
Silver Street

        Lincoln

        LN2
1ED
	Tel:
01522 542211

        Fax:
01522 530241

        Ref:
MVW/321978/0001

        Email:info@sillslegal.co.uk



 






     


     


    

 

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TABLE
OF CONTENTS


 





	1.	Interpretation	1
	2.	Agreement to Sell and Purchase	7
	3.	Purchase Price	8
	4.	Completion	9
	5.	Passing of Risk	9
	6.	Third Party Assets	9
	7.	ROT Assets	10
	8.	Book Debts	11
	9.	Employees	12
	10.	Value Added Tax	13
	11.	Promotional Literature	14
	12.	Seller’s Records	14
	13.	Buyer’s Records	14
	14.	VAT Records	15
	15.	Data Protection	15
	16.	Business Name	15
	17.	Correspondence	15
	18.	Administrators’ Liability and Status of Claims	15
	19.	Exclusions and Buyer Warranty	16
	20.	Time of Essence	17
	21.	Confidentiality and Announcements	17
	22.	Further Assurance	18
	23.	Assignment	19
	24.	Whole Agreement	19
	25.	Variation	19
	26.	Costs	20
	27.	Notice	20
	28.	Interest on Late Payment	21
	29.	Severance	21
	30.	Contra Proferentem	22
	31.	Agreement Survives Asset Completion	22
	32.	Third Party Rights	22
	33.	Counterparts	22
	34.	Governing Law and Jurisdiction	23
	35.	Jurisdiction	23
	Schedule 1 - Values of Assets	24
	Schedule 2 - The Employees	25




 




     


     


    

 

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THIS
AGREEMENT is dated      20/9/ 2021


 


Parties


 


		(1)	WORLD
                                         CHAMPIONSHIP AIR RACE LIMITED (in administration) incorporated and registered in
                                         England and Wales with company number 12467879 whose registered office is at care of
                                         Hall Farm 2 Sywell Aerodrome, Sywell, Northampton, Northamptonshire, England, NN6 0BN
                                         acting by the Administrators (the Seller);



 


		(2)	MICHAEL
                                         PAUL ROOME and DEAN ANTHONY NELSON as joint administrators of the Seller both of
                                         PKF S C Advisory Limited t/a PKF Smith Cooper of 2 Lace Market Square, NOTTINGHAM, NG1
                                         1PB (the Administrators); and



 


		(3)	AIR
                                         RACE LIMITED incorporated and registered in England and Wales with company number
                                         12207420 whose registered office is at 20-22 Wenlock Road London N1 7GU (the Buyer).



 


Background


 


		(A)	The
                                         Seller carries on the Business.



 


		(B)	The
                                         Administrators were appointed joint administrators of the Seller on the date of this
                                         agreement by the directors of the Seller under paragraph 22 of Schedule B1 to the Insolvency
                                         Act 1986.



 


		(C)	The
                                         Seller has agreed to sell and the Buyer has agreed to purchase such right, title and
                                         interest (if any) as the Seller has in the Business and the Assets, on the terms and
                                         conditions of this Agreement.



 


		(D)	The
                                         Administrators have entered into this Agreement solely for the purpose of obtaining the
                                         benefit of the provisions in their favour and shall incur no personal liability of any
                                         kind under or in connection with this Agreement.



 


Agreed
Terms


 


		1.	Interpretation



 


		1.1	The
                                         following definitions and rules of interpretation apply in this Agreement.



 


Administrators’
Records: all records produced by or at the direction of the Administrators, their staff, agents or representatives in connection
with the administration of the Seller, the statutory books and accounting records of the Seller, any other records which the Administrators
are required by law to retain and any records which relate to the Seller’s arrangements with its bankers.


 






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Administrators’
Solicitors: Sills & Betteridge LLP of 46 Silver Street, Lincoln LN2 1ED (Ref: MVW/321978/003).


 


Assets:
the property, rights and assets set out in clause 2.1.1 to clause 2.1.3 (inclusive).


 


Book
Debts: all trade and other debts and amounts owing to the Seller at the Effective Time or which will become owing to the Seller
with the passage of time in respect of goods or services provided by the Seller before the Effective Time in respect of the Business
(whether or not at the Effective Time due and payable) including interest payable on those sums and the benefit of any security
or guarantee for their payment.


 


Business:
the business carried on by the Seller as at the Effective Time.


 


Business
Contracts: the Customer Contracts and Supplier Contracts.


 


Business
Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.


 


Business
Intellectual Property Rights: all Intellectual Property Rights owned, used or held for use by the Seller exclusively or predominantly
in, or in connection with, the Business.


 


Business
Name: World Championship Air Race.


 


Buyer’s
Solicitors: DMH Stallard LLP, 6 New Street Square, London EC4A 3BF.


 


CAA
2001: Capital Allowances Act 2001.


 


Completion
Date: the date of this Agreement.


 


Customer
Data: the personal data (as defined in article 4(1) of the GDPR) of Customers which form part of the Customer Database.


 


Customer
Database: the database owned by the Seller for the purpose of providing products and services to Customers.


 


Customer
Contracts: all contracts, engagements or other commitments in connection with the Business entered into by or on behalf of
the Seller for the provision of services by the Seller which remain to be performed in whole or in part by the Seller as at the
Effective Time. Customers: the customers and former customers of the Seller in relation to the Business.


 


Data
Controller: as defined in article 4(7) of the GDPR.


 


Data
Employees: the Employees and all persons formerly employed by the Seller in the Business at any time before the Effective
Time.


 






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Data
Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data
and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of
personal data (including, without limitation, the privacy of electronic communications);


 


Effective
Time: close of business on the Completion Date.


 


Employee
Data: the personal data (as defined in article 4(1) of the GDPR) of the Data Employees which form part of the Employee Database.


 


Employee
Database: the database owned by the Seller in connection with the Data Employees.


 


Employees:
all persons employed by the Seller in the Business at or immediately before the Effective Time.


 


Employee
Liability Information: in respect of each of the Employees:


 


		(a)	the
                                         identity and age of the Employee;



 


		(b)	the
                                         Employee’s written statement of employment particulars (as required under section 1 of
                                         the Employment Rights Act 1996);



 


		(c)	information
                                         about any disciplinary action taken against the Employee and any grievances raised by
                                         the Employee, where a Code of Practice issued under Part IV of the Trade Union and Labour
                                         Relations (Consolidation) Act 1992 relating exclusively or primarily to the resolution
                                         of disputes or any other applicable code or statutory procedure applied, within the previous
                                         two years;



 


		(d)	information
                                         about any claim either brought by the Employee against the Seller within the previous
                                         two years or where the Seller has reasonable grounds to believe that a claim may be brought
                                         against the Buyer arising out of the Employee’s employment with the Seller; and



 


Encumbrance:
any mortgage, charge (fixed or floating), pledge, lien, hypothecation, guarantee, trust, right of set-off or other third party
right or interest (legal or equitable) including any assignment by way of security, or other security interest of any kind, however
created or arising, or any other agreement or arrangement (including a sale and repurchase agreement) having similar effect.


 


Excluded
Assets: the property, rights and assets set out in clause 2.3 as being excluded from the sale and purchase under this Agreement.


 






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GDPR:
the General Data Protection Regulation ((EU) 2016/679).


 


Goodwill:
the goodwill, custom and connection of the Seller in relation to the Business, together with the exclusive right for the Buyer
to carry on the Business under the Business Name and respectively to represent itself as carrying on the Business in succession
to the Seller.


 


HMRC:
HM Revenue & Customs.


 


Intellectual
Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and
domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software,
database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets)
and all other intellectual property rights, in each case whether registered or unregistered and including all applications and
rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar
or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.


 


Interest
Rate: interest at a rate of 5% per annum above the base lending rate from time to time of Barclays Bank plc.


 


Purchase
Price: the consideration payable by the Buyer to the Seller under clause 3.


 


ROT
Assets: all assets in the possession of the Seller at the Effective Time that are or become subject to an ROT Claim.


 


ROT
Claim: a claim made by a supplier of goods (or a person deriving title from such a supplier) delivered into the possession
of the Buyer for the return of those goods, or for the payment of damages for wrongful interference with them, conversion of them
or trespass to them, in each case on the basis that title to them had not passed to the Seller before such delivery.


 


Seller’s
Records: the books, accounts, lists of clients, Customers (including the Customer Database) and Suppliers, credit reports,
cost records, work tickets, and all the other documents, papers and records (including the Employee Database and the Promotional
Literature) however stored of the Seller relating to the Business, Employees or any of the Assets, but excluding the Administrators’
Records and the VAT Records.


 


Stock:
all, work-in-progress, consumables and spare parts owned by the Seller in connection with the Business wherever situated as
at the Effective Time.


 






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Suppliers:
the suppliers and former suppliers of goods or services to the Seller in relation to the Business.


 


Supplier
Contracts: all contracts, engagements or other commitments in connection with the Business entered into by or on behalf of
the Seller for the sale, loan or hire of goods or equipment to the Seller or for the provision of services to the Seller which
remain to be performed in whole or in part as at the Effective Time.


 


Taxation
or Tax: all forms of taxation and statutory, governmental, state, federal, provincial, local, government or municipal charges,
duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and whether of the UK or any other jurisdiction;
and any penalty, fine, surcharge, interest, charges or costs relating thereto.


 


Third
Party Assets: all assets in the possession of the Seller in relation to the Business which are on loan, subject to lease,
hire purchase, conditional sale, rental, contract hire or other agreements which do not pass title to the Seller, or of which
it is for any reason bailee.


 


Third
Party Consent: a consent, licence, approval, authorisation or waiver required from a third party for the conveyance, transfer,
assignment or novation in favour of the Buyer of any of the Assets.


 


Transaction:
the transaction contemplated by this Agreement or any part of that transaction. TUPE: the Transfer of Undertakings
(Protection of Employment) Regulations 2006 (SI 2006/246).


 


UK
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including
the General Data Protection Regulation ((EU) 2016/679), the Data Protection Act 2018, the Privacy and Electronic Communications
Directive (2002/58/EC (as updated by Directive 2009/136/EC)) and the Privacy and Electronic Communications Regulations 2003 (SI
2003/2426) as from time to time amended.


 


VAT:
value added tax chargeable under the VATA 1994.


 


VATA
1994: Value Added Tax Act 1994.


 


VAT
Group: two or more bodies corporate registered as a group for VAT purposes under section 43 of the VATA 1994.


 


VAT
Records: all records of the Seller relating to the Business referred to in section 49 of the VATA 1994.


 


		1.2	Clause,
                                         Schedule and paragraph headings shall not affect the interpretation of this Agreement.



 






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		1.3	A
                                         person includes a natural person, corporate or unincorporated body (whether or
                                         not having separate legal personality).



 


		1.4	The
                                         Schedules form part of this Agreement and shall have effect as if set out in full in
                                         the main body of this Agreement. Any reference to this Agreement includes the
                                         Schedules (and where used in the Schedules, includes a reference to each other Schedule
                                         and to the main body of this Agreement). In the event of any inconsistency between any
                                         provision set out in the main body of this Agreement and any provision set out in any
                                         Schedule, the provision in such Schedule shall prevail provided that words and expressions
                                         which are defined in any Schedule to give a different meaning to the meaning given to
                                         such words or expressions in the main body of this Agreement shall bear the meaning there
                                         given in construing such Schedule.



 


		1.5	A
                                         reference to a company shall include any company, corporation or other body corporate,
                                         wherever and however incorporated or established.



 


		1.6	Unless
                                         the context otherwise requires, words in the singular shall include the plural and words
                                         in the plural shall include the singular.



 


		1.7	Unless
                                         the context otherwise requires, a reference to one gender shall include a reference to
                                         the other genders.



 


		1.8	A
                                         reference to any party shall include that party’s personal representatives, successors
                                         and permitted assigns.



 


		1.9	Words
                                         and expressions defined for the purposes of or in connection with any statutory provisions
                                         shall, where the context so requires, be construed as having the same meanings in this
                                         Agreement.



 


		1.10	Unless
                                         the context otherwise requires, a reference to a statute or statutory provision is a
                                         reference to it as amended, extended or re-enacted from time to time and a reference
                                         to a statute or statutory provision shall include all subordinate legislation made from
                                         time to time under that statute or statutory provision.



 


		1.11	A
                                         reference to writing or written includes fax but not email.



 


		1.12	Where
                                         the words include(s), including or in particular are used in this
                                         Agreement, they are deemed to have the words “without limitation” following
                                         them.



 


		1.13	Any
                                         obligation in this Agreement on the Buyer not to do something includes an obligation
                                         on the Buyer not to agree or allow that thing to be done.



 






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		1.14	Any
                                         obligation in this Agreement on the Buyer to do something includes an obligation to do
                                         that thing at the Buyer’s own cost and expense.



 


		1.15	Other
                                         and otherwise are illustrative and shall not limit the sense of the words
                                         preceding them.



 


		1.16	A
                                         reference to the Seller or the Administrators includes them jointly and each of
                                         them individually.



 


		1.17	A
                                         reference to a claim includes any claim, demand, action or proceeding of any kind,
                                         actual or contingent.



 


		1.18	A
                                         reference to a loss includes any loss, damage, cost, charge, penalty, fee or expense.



 


		1.19	A
                                         reference to records includes information held in any form, including paper, electronically
                                         stored data, magnetic media, film and microfilm.



 


		1.20	A
                                         reference to representatives includes partners, agents, employees, subcontractors
                                         and any other person acting on behalf and with the authority of a party.



 


		1.21	A
                                         reference to a document in the agreed form is a reference to a document in the
                                         form agreed between the parties to this Agreement on or before the making of this Agreement
                                         and initialled by them for the purposes of identification.



 


		2.	Agreement
                                         to Sell and Purchase



 


		2.1	Subject
                                         to the terms of this Agreement, the Seller shall sell and the Buyer, with a view to carrying
                                         on the Business as a going concern, shall purchase such right, title and interest (if
                                         any) as the Seller has and can transfer in the following assets as at the Effective Time:



 


		2.1.1	the
                                         Goodwill;



 


		2.1.2	Business
                                         Intellectual Property Rights; and



 


		2.1.3	Seller’s
                                         Records



 


		2.2	In
                                         addition, the Seller shall use reasonable endeavors to assist in the novation of any
                                         of the Assets being sold pursuant to this agreement



 


		2.3	For
                                         the avoidance of doubt and without limitation, the following items are not included in
                                         the sale under this Agreement:



 


		2.3.1	the
                                         Book Debts;



 


		2.3.2	the
                                         Administrators’ Records;



 


		2.3.3	the
                                         VAT Records;



 






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		2.3.4	the
                                         Third Party Assets;



 


		2.3.5	the
                                         ROT Assets, except as provided in clause 7.5;



 


		2.3.6	plant
                                         and machinery;



 


		2.3.7	the
                                         Stock;



 


		2.3.8	the
                                         benefit of any Business Contracts;



 


		2.3.9	any
                                         cash in hand or at the bank;



 


		2.3.10	any
                                         real property owned, leased or used by the Seller;



 


		2.3.11	all
                                         policies of insurance and assurance and any actual or potential claim under such policies
                                         or similar contracts or in damages against any third party;



 


		2.3.12	the
                                         benefit of any actual or potential claim, or right to make a claim, against any person
                                         (other than claims under the manufacturers or suppliers’ warranties included in the Assets)
                                         including the proceeds of any litigation;



 


		2.3.13	any
                                         shares or other securities owned by the Seller;



 


		2.3.14	any
                                         motor vehicles owned or used by the Seller; and



 


		2.3.15	any
                                         other property, rights or assets of the Seller which are not listed in clause 2.1.



 


		3.	Purchase
                                         Price



 


		3.1	The
                                         consideration for the sale and purchase of the Business and Assets shall be £50,000
                                         ( Fifty Thousand pounds Sterling) being the aggregate of the values attributed to the
                                         Assets set out in Schedule 1 (Purchase Price).



 


		3.2	The
                                         Purchase Price shall be paid by the Buyer, in each case by transfer of monies with immediate
                                         value to the client account of the Administrators’ Solicitors or in such other
                                         manner as the Administrators may direct, as follows:



 


		3.2.1	the
                                         Purchase Price in respect of the Assets shall be paid at Completion on the Completion
                                         Date.



 


		3.3	The
                                         Seller confirms that the Administrators or the Administrators’ Solicitors may give a
                                         good receipt for all payments to the Seller.



 


		3.4	The
                                         Purchase Price shall be apportioned between the Assets in accordance with Schedule 1.



 


		3.5	All
                                         monies payable by the Buyer under this Agreement shall be paid without set-off, counterclaim
                                         or deduction whatsoever.



 






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		4.	Completion



 


		4.1	Completion
                                         shall take place on the Completion Date immediately after the making of this Agreement
                                         at the offices of the Administrators’ Solicitors or at such other place as the Administrators
                                         may direct.



 


		4.2	At
                                         Completion, the Buyer shall:



 


		4.2.1	pay
                                         the Purchase Price in respect of the Assets in accordance with clause 3.2;



 


		4.2.2	execute
                                         all documents delivered by the Seller which require execution by the Buyer;



 


		4.2.3	make
                                         such arrangements as it sees fit for collecting any of the Assets capable of passing
                                         by delivery;



 


		4.2.4	deliver
                                         to the Seller a certified copy of the resolution adopted by the board of directors of
                                         the Buyer authorising the execution and delivery by the officers specified in the resolution
                                         of this Agreement, and any other documents referred to in this Agreement as being required
                                         to be delivered by it.



 


		4.3.1	At
                                         Completion, subject to the Buyer having complied with clause 4.2, the Seller shall deliver,
                                         or procure delivery to the Buyer, or make available to the Buyer physical possession
                                         of all the Assets to which title is capable of passing by delivery, at their then current
                                         locations;



 


		4.3	Without
                                         limitation of any other provision of this Agreement, from Asset Completion, the Buyer
                                         shall do all things necessary to ensure compliance with all legal requirements as to
                                         possession, ownership or use of any of the Assets, including obtaining all necessary
                                         licences, consents, certificates, permits and other authorisations.



 


		4.4	The
                                         Buyer shall fully indemnify the Seller and the Administrators from and against all claims
                                         and losses which may be brought against or incurred by the Seller or the Administrators
                                         in respect of the Buyer’s failure to comply with clause 4.3.



 


		5.	Passing
                                         of Risk



 


The
Business and Assets shall be at the sole risk of the Buyer from the Effective Time.


 


		6.	Third
                                         Party Assets



 


		6.1	If
                                         and to the extent there are any Third Party Assets, the Buyer shall:



 


		6.1.1	hold
                                         the Third Party Assets as bailee;



 






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		6.1.2	have
                                         no title to nor further right to possess or use any of the Third Party Assets;



 


		6.1.3	not
                                         hold itself out as owner of any of the Third Party Assets;



 


		6.1.4	at
                                         its own expense, maintain the Third Party Assets in as good condition as they were in
                                         at the time of Completion (subject to normal wear and tear);



 


		6.1.5	not
                                         sell, charge or otherwise encumber or dispose of any of the Third Party Assets; and



 


		6.1.6	allow
                                         the Administrators, the Seller, the owners of the Third Party Assets and their respective
                                         representatives, to have access to the Third Party Assets at any reasonable time, to
                                         enable them to inspect, remove or otherwise deal with them.



 


		6.2	The
                                         Buyer shall use all reasonable endeavours to obtain the consent of the owners of the
                                         Third Party Assets to the Buyer’s continued possession, use or purchase of them. Neither
                                         the Administrators nor the Seller shall object to or hinder any arrangements which the
                                         Buyer may wish to make in this respect, provided that the Buyer shall not make any such
                                         arrangement with the owner or person entitled to such assets unless such arrangements
                                         include waivers in full of any claim which the owner may have against the Administrators
                                         (whether for conversion, trespass to goods or on any other account), and of any claim
                                         made as an expense of the administration for the payment of any monies in respect of
                                         such Third Party Assets or their use. Subject to this and to the requirements of clause
                                         21, the Seller shall execute such documents as the Buyer may reasonably require.



 


		6.3	If
                                         the owner of any Third Party Asset refuses to sell it or otherwise make it available
                                         to the Buyer, the Buyer shall immediately deliver up such item for collection and removal
                                         by the owner and notify the Seller of such delivery up.



 


		6.4	The
                                         Buyer shall fully indemnify the Seller and the Administrators from and against all claims
                                         and losses which may be brought against or incurred by the Seller or the Administrators
                                         in respect of any or all of the Third Party Assets insofar as such matters relate to
                                         the period, or any event occurring, after the Effective Time.



 


		7.	ROT
                                         Assets



 


		7.1	The
                                         Seller shall allow the Buyer into possession of the ROT Assets as against it.



 


		7.2	The
                                         Buyer shall:



 


		7.2.1	hold
                                         the ROT Assets as bailee;



 






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		7.2.2	have
                                         no title to nor further right to possess any of the ROT Assets;



 


		7.2.3	not
                                         hold itself out as owner of any of the ROT Assets;



 


		7.2.4	not
                                         charge or otherwise encumber any of the ROT Assets;



 


		7.2.5	store,
                                         maintain and insure the ROT Assets at its own expense;



 


		7.2.6	allow
                                         the Administrators, the Seller, the owners of the ROT Assets and their respective representatives,
                                         to have access to the ROT Assets at any reasonable time, to enable them to inspect, remove
                                         or otherwise deal with them.



 


		7.3	From
                                         Completion, the Buyer shall promptly inform the Administrators and the Seller of any
                                         information received by it in respect of any ROT Claims.



 


		7.4	The
                                         Buyer shall fully indemnify the Seller and the Administrators from and against all claims
                                         and losses which may be brought against or incurred by the Seller or the Administrators
                                         in respect of any or all of the ROT Assets.



 


		7.5	Where
                                         it is established by agreement between the Administrators and the relevant claimant or
                                         by court order that an ROT Claim is not valid and enforceable, such right, title and
                                         interest (if any) as the Seller has in the ROT Asset, the subject of that ROT Claim,
                                         will pass to the Buyer on the date of that agreement or court order.



 


		8.	Book
                                         Debts



 


		8.1	For
                                         the avoidance of doubt and without limitation, the collection of the Book Debts shall
                                         remain the responsibility of the Seller, and the Buyer shall not seek to collect or recover
                                         the Book Debts or do anything to hinder their collection by the Seller. In particular,
                                         the Buyer shall not agree any discounts or compromise or otherwise settle any of the
                                         Book Debts.



 


		8.2	If
                                         the Buyer receives any payment in respect of any Book Debt or any other sum due to the
                                         Seller, it shall hold the payment on trust for the benefit of the Seller and remit it
                                         to the Seller immediately on receipt.



 


		8.3	If
                                         the Buyer receives a payment from a person who is a debtor of both the Seller and the
                                         Buyer, the amount shall be first applied in respect of the debts due to the Seller and
                                         the Buyer shall pay to the Seller an amount equal to the payment so received immediately
                                         on receipt.



 


		8.4	The
                                         Seller and the Administrators may take such action as they think fit in relation to the
                                         collection of the Book Debts.



 






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		8.5	The
                                         Buyer shall provide the Seller and the Administrators with such information as the Administrators
                                         may require to enable the Administrators to determine what remittances or payments are
                                         from time to time due to the Seller under this clause 8.



 


		9.	Employees



 


		9.1	The
                                         parties agree that the sale and purchase pursuant to this Agreement will constitute a
                                         “relevant transfer” for the purposes of TUPE and that the contracts of employment
                                         of the Employees and the Seller’s rights, powers, duties and liabilities under or in
                                         connection with such contracts of employment shall be transferred to the Buyer under
                                         TUPE at the Effective Time.



 


		9.2	Neither
                                         the Seller nor the Administrators shall have any liability to the Buyer for any claims
                                         or losses which may be brought against or incurred by the Buyer whether relating to the
                                         period before or after the Effective Time in respect of any persons whose employment
                                         is transferred to the Buyer, whether under TUPE or otherwise.



 


		9.3	The
                                         Buyer acknowledges that the Seller acting by its Administrators has, so far as practicable,
                                         provided it with the Employee Liability Information, and that, given the Administrators’
                                         limited knowledge of the Business and the insolvency of the Seller, such information
                                         may be incomplete or inaccurate.



 


		9.4	The
                                         Buyer shall fully indemnify the Seller and the Administrators from and against all claims
                                         and losses which may be brought against or incurred by the Seller or the Administrators
                                         in respect of any of the Employees, whether in relation to periods before or after the
                                         Effective Time, including any claim brought by:



 


		9.4.1	any
                                         of the Employees;



 


		9.4.2	the
                                         Buyer under regulation 12 of TUPE; or



 


		9.4.3	any
                                         person under regulation 15 of TUPE.



 


		9.5	If
                                         the contract of employment of any Employee is found not to have transferred to the Buyer
                                         under TUPE with effect from the Effective Time, the Buyer agrees that:



 


		9.5.1	it
                                         will within seven days of being informed of such fact make the relevant Employee an offer
                                         of employment in writing; and



 


		9.5.2	any
                                         such offer of employment made by the Buyer will be on terms which are not materially
                                         different from that Employee’s terms immediately before the Effective Time (save as to
                                         the identity of the employer).



 






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On
making that offer (or at any time after the offer should have been made if no offer is made), the Seller shall terminate the employment
of the relevant Employee and the Buyer shall fully indemnify the Seller and the Administrators against all claims and losses which
may be brought against or incurred by the Seller or the Administrators in respect of the employment of that Employee from the
Effective Time until such termination and from the termination of such employment.


 


		10.	Value
                                         Added Tax



 


		10.1	All
                                         amounts payable by the Buyer pursuant to this Agreement are expressed exclusive of any
                                         VAT that may be chargeable thereon.



 


		10.2	The
                                         Seller and the Buyer each acknowledge and agree that part of a business is being transferred
                                         as a going concern and that they intend that section 49(1) of the VATA 1994 and article
                                         5 of the Value Added Tax (Special Provisions) Order 1995 (SI 1995/1268) will apply to
                                         the sale of the Assets pursuant to this Agreement.



 


		10.3	The
                                         Buyer warrants to the Seller and the Administrators that:



 


		10.3.1	it
                                         (or the representative member of its VAT Group) is registered or liable to be registered
                                         under Schedule 1 to the VATA 1994;



 


		10.3.2	it
                                         is purchasing the Assets as beneficial owner in order that it may carry on the Business
                                         as a going concern in succession to the Seller, and it has no present intention of transferring
                                         any of them to any third party;



 


		10.3.3	following
                                         Completion, it will use the Assets or any of them to carry on the same kind of business
                                         as that previously carried on by the Seller;



 


		10.3.4	article
                                         5(2B) of the Value Added Tax (Special Provisions) Order 1995 (SI 1995/1268) does
                                         not apply to it.



 


		10.4	The
                                         Buyer declares that it is or will be a taxable person for VAT purposes.



 


		10.5	If
                                         for any reason HMRC requires the Seller or the Administrators to account for VAT on the
                                         whole or any part of any sum payable under this Agreement, the Administrators shall procure
                                         delivery to the Buyer of an appropriate VAT invoice in respect of the VAT payable. Within
                                         two Business Days of such delivery, the Buyer shall pay to the Administrators the full
                                         amount of the VAT included in the invoice, including any interest, penalty or surcharge,
                                         and shall fully indemnify the Seller and the Administrators from and against all claims
                                         and losses which may be brought against or incurred by the Seller or the Administrators
                                         in respect of such assessment or amount.



 






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		10.6	Provided
                                         that compliance with the terms of this clause 10.6 does not prevent or delay conclusion
                                         of the administration of the Seller, if HMRC notes that any amount paid by the Buyer
                                         in respect of VAT was not properly chargeable, the recipient of the payment shall:



 


		10.6.1	if
                                         the recipient has not accounted to HMRC for the payment after the ruling promptly, repay
                                         the amount to the Buyer; or



 


		10.6.2	if
                                         the recipient has accounted to HMRC for the payment, use all reasonable endeavours, at
                                         the Buyer’s expense, to obtain a refund of the VAT (plus any interest payable by HMRC),
                                         and pay to the Buyer the amount of the refund and any interest when and to the extent
                                         received from HMRC after deduction of any costs (including tax) in respect of such refund
                                         or interest.



 


		11.	Promotional
                                         Literature



 


The
Buyer shall not use any of the Promotional Literature nor send any of it to any Customers or potential customers without first
affixing stickers to it to ensure that such recipients are aware that they will be dealing and contracting with the Buyer and
not the Seller or the Administrators.


 


		12.	Administrator’s
                                         Records



 


For
the avoidance of doubt, the Administrator’s Records shall not be available to the Buyer for inspection or otherwise and if any
of them come into the possession of the Buyer, at Asset Completion or otherwise, it shall immediately notify the Administrators
and deliver them to the Administrators on demand.


 


		13.	Buyer’s
                                         Records



 


		13.1	During
                                         normal business hours and on reasonable notice, the Buyer shall give the Seller, the
                                         Administrators and their representatives access to the premises, records and staff of
                                         the Buyer to enable the Seller and the Administrators to deal with:



 


		13.1.1	collection
                                         of the Book Debts;



 


		13.1.2	ascertainment
                                         of the sums payable under this Agreement; and



 


		13.1.3	any
                                         other matters arising in connection with this Agreement or the administration of the
                                         Seller.



 






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		14.	VAT Records



 


		14.1	The Seller and Buyer intend that section 49 of the VATA 1994 shall apply to the sale of the Assets
under this Agreement but they do not intend to make a joint application to HMRC for the Buyer to be registered for VAT under the
VAT registration number of the Seller pursuant to regulation 6(1)(d) of the VAT Regulations 1995 (SI 1995/2518).



 


		14.2	The Seller shall preserve and permit the Buyer reasonable access to the VAT Records for such period
as may be required by law.



 


		14.3	If any of the VAT Records come into the possession of the Buyer, at Completion or otherwise, it
shall immediately notify the Administrators and deliver them to the Administrators on demand.



 


		15.	Data Protection



 


The Buyer shall fully indemnify
the Seller and the Administrators from and against all claims and losses incurred by the Seller or the Administrators which may
be brought against or incurred by the Seller or the Administrators in respect of the processing of the Customer Data or Employee
Data by the Buyer or any breach of contract, negligence, fraud, wilful misconduct, breach of statutory duty or non-compliance with
the data protection obligations set out in this clause 15 or any part of the Data Protection Legislation by the Buyer or its representatives.


 


		16.	Correspondence



 


After Asset Completion, the Buyer
shall promptly deliver to the Administrators all correspondence received addressed to the Seller or the Administrators.


 


		17.	Administrators’ Liability and Status of Claims



 


		17.1	The Administrators act as agents for the Seller and neither they nor their representatives shall
incur any personal liability in any circumstances whatever by virtue of this Agreement, nor in relation to any related matter or
claim nor in respect of any transfer, assignment or other documents made pursuant to this Agreement.



 


		17.2	The Administrators have entered into this Agreement in their personal capacities solely for the
purpose of obtaining the benefit of the provisions in their favour.



 


		17.3	No sums due from the Administrators or the Seller arising directly or indirectly out of the terms
of this Agreement shall be charged or payable as a cost or expense of the administration or otherwise payable under paragraph 99(3)
or 99(4) of Schedule B1 to the Insolvency Act 1986, but shall rank (subject to that claim being allowed by law to rank as an unsecured
claim) only as an unsecured claim against the Seller.



 



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		18.	Exclusions and Buyer Warranty



 


		18.1	Subject to clause 18.5, all representations, warranties, conditions, guarantees and stipulations,
express or implied, statutory, customary or otherwise in respect of the Assets, the Business or any of the rights, title and interests
transferred or agreed to be transferred pursuant to this Agreement are expressly excluded (including warranties and conditions
as to title, quiet possession, merchantable or satisfactory quality, fitness for purpose and description). Except as expressly
set out in this Agreement, any lists contained in any schedule or annexure shall not constitute any warranty in respect of the
Seller’s ownership of the listed items or otherwise.



 


		18.2	The Assets or any of them are sold in their condition and locations at the Effective Time and subject
to all faults, liens, executions, distraints, encumbrances and claims of third parties; the expense of discharging which shall
be met by the Buyer. Unless otherwise required by law (and then only to that extent), the Seller and the Administrators and each
of them shall not be liable for any loss arising out of, or due to, or caused by any defect or deficiencies in any or all of the
Assets.



 


		18.3	The Buyer agrees that the terms and conditions of this Agreement and the exclusions and limitations
contained in it are fair and reasonable having regard to the following:



 


		(a)	that this is a sale by an insolvent company in circumstances where the Administrators’ knowledge
of the Business and Assets is limited and it is usual that no representations and warranties are given by or on behalf of the Seller
or the Administrators;



 


		(b)	that the Buyer has relied solely on its own opinions and the opinions of its professional advisors
concerning the Assets or any of them, their quality, condition, description, fitness and suitability for any purpose, the possibility
that some or all of them may have defects not apparent on inspection and examination, and the use it intends or proposes to put
them to;



 


		(c)	that the Buyer has agreed to purchase the Assets or any of them “as seen” in their present
state and condition for a consideration which takes into account the risk to the Buyer represented by the parties’ belief that
the said exclusions and limitations are or would be recognised by the courts;



 



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		(d)	that the Buyer, its representatives and advisers have been given every opportunity it or they may
wish to have to examine and inspect all or any of the Assets or any of them and all relevant documents relating to them.



 


		18.4	The Buyer acknowledges that it has not entered into this Agreement in reliance upon any representations,
agreements, statements or replies to specific enquiries (whether oral or written) made or alleged to have been made by the Seller,
the Administrators or its or their representatives at any time.



 


		18.5	Nothing in this Agreement operates to limit or exclude any liability for fraud or fraudulent misrepresentation
or for death or personal injury arising from negligence.



 


		18.6	The Buyer acknowledges that if:



 


		(a)	the Seller does not have title or unencumbered title to any or all of the Assets



 


		(b)	the Buyer cannot exercise any right conferred or purported to be conferred on it by this Agreement,



 


this shall not be a ground or
grounds for rescinding, avoiding or varying any or all of the provisions of this Agreement, or for any reduction in or repayment
of any part of the consideration.


 


		18.7	The Buyer warrants that:



 


		19.7.1	it has full authority to enter into this Agreement;



 


		19.7.2	all approvals required to be obtained under the Companies Act 2006 or any other enactment to enable
it lawfully to enter into this Agreement have been duly obtained



 


and the Buyer agrees to indemnify
the Seller and the Administrators from and against all liabilities arising as a result of any breach of this warranty.


 


		19.	Time of Essence



 


Time is of the essence for all
times, dates and periods specified in this Agreement or substituted for them.


 


		20.	Confidentiality and Announcements



 


		20.1	The Buyer undertakes to the Seller and the Administrators to keep confidential the terms of this
Agreement and all information that it has acquired about the Seller and the Seller Group and to use the information only for the
purposes contemplated by this Agreement.



 



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		20.2	Either party may disclose any information that it is otherwise required to keep confidential under
this clause 20:



 


		(a)	to such professional advisers, consultants and employees or officers of its group and, in the case
of the Seller and the Administrators, the Administrators’ firm, employees and agents, as are reasonably necessary to advise on
this Agreement, or to facilitate the Transaction, provided that the disclosing party procures that the people to whom the information
is disclosed keep it confidential as if they were that party;



 


		(b)	with the written consent of the Administrators and the Buyer; or



 


		(c)	to the extent that the disclosure:



 


		I.	is required for the purposes of the administration or any subsequent liquidation of the Seller;



 


		II.	is required by law; or



 


		III.	is required by a regulatory body, tax authority or securities exchange or (in the case of a disclosure
by the Seller or the Administrators) is required in the Administrators’ opinion to enable them to comply with any applicable requirements
of insolvency practice or disclosure requirement to which they are subject (whether as a matter of law, practice or professional
conduct);



 


but shall use reasonable endeavours
to consult the Administrators (in the case of a disclosure on the part of the Buyer) or the Buyer (in the case of a disclosure
on the part of the Seller or the Administrators) and to take into account any reasonable requests it may have in relation to the
disclosure before making it.


 


		20.3	No announcement, circular or other publicity in connection with the subject matter of this Agreement
(other than as permitted by this Agreement) shall be made by or on behalf of the Seller, the Administrators without the approval
of the Administrators.



 


		21.	Further Assurance



 


		21.1	For three months following Completion, the Seller and the Administrators (provided they are, at
the relevant time, the Administrators of the Seller) shall (at the Buyer’s expense) execute and deliver all such documents, and
do whatever the Buyer may from time to time reasonably require for the purpose of giving effect to the provisions of this Agreement,
provided that the terms of any such documents and the terms on which any such things are performed:



 


		(a)	shall exclude the personal liability of the Administrators;



 



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		(b)	shall be no more onerous to the Seller and the Administrators than the terms of this Agreement;
and



 


		(c)	shall be subject to the Administrators’ prior approval, which shall not be unreasonably withheld
or delayed.



 


		21.2	Pending the execution of any documents and things in accordance with clause 21.1, the Seller shall
hold any legal interest in the Assets or any of them on trust for the Buyer but without any legal responsibility for the Assets
or any of them and, in particular, neither the Seller nor the Administrators shall be obliged to maintain any registrations or
otherwise protect the Assets or any of them.



 


		22.	Assignment



 


The Buyer may not assign or grant
any Encumbrance over or deal in any way with any of its rights under this Agreement or any document referred to in it.


 


		23.	Whole Agreement



 


This Agreement, and any documents
referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or
agreement between them relating to the subject matter they cover.


 


		24.	Variation



 


		24.1	A variation of this Agreement shall be in writing and signed by or on behalf of each party.



 


		24.2	Any waiver by or on behalf of the Seller or the Administrators of any right under this Agreement
is only effective if it is in writing and signed by the Administrators on behalf of the Sellers or the Administrators on their
own behalf. It applies only in the circumstances for which it is given and shall not prevent the Seller or the Administrators from
subsequently relying on the provision so waived.



 


		24.3	No failure by the Seller or the Administrators to exercise or delay in exercising any right or
remedy provided under this Agreement or by law constitutes a waiver of such right or remedy or shall prevent any future exercise
in whole or in part.



 



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		24.4	No single or partial exercise by the Seller or the Administrators of any right or remedy under
this Agreement shall preclude or restrict the further exercise of any such right or remedy.



 


		24.5	Unless specifically provided otherwise, the rights of the Seller and the Administrators arising
under this Agreement are cumulative and do not exclude rights provided by law.



 


		25.	Costs



 


Except as expressly provided
in this Agreement, each party shall pay its own costs incurred in connection with the negotiation, preparation, and execution of
this Agreement and any documents referred to in it.


 


		26.	Notice



 


		26.1	A notice given under this Agreement:



 


		(a)	shall be in writing;



 


		(b)	shall be sent for the attention of the person, and to the address or fax number, given in this
clause 26 (or such other address, fax number or person as the relevant party may notify to the party); and



 


		(c)	shall be:



 


		I.	delivered personally;



 


		II.	delivered by commercial courier;



 


		III.	sent by prepaid first-class post or recorded delivery; or



 


		IV.	(if the notice is served by post outside the country from which it is sent) sent by registered
airmail.



 


		26.2	The addresses for service of notice are:



 


		(a)	Seller and Administrators



 


Address: PKF
S C Advisory Limited, 2 Lace Market Square, NOTTINGHAM NG1 1PB


 


For the attention
of: Michael Roome


 


		(b)	Air Race Limited



 


Address: 34 South
Molton Street W1K 5RG For the attention of: Martin Ward.


 



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		26.3	No communication from the Buyer shall be effective until it is received by the Administrators.
Any other notice shall be deemed to have been received:



 


		(a)	if delivered personally, at the time of delivery;



 


		(b)	if delivered by commercial courier, at the time of signature of the courier’s receipt;



 


		(c)	if sent by prepaid first class post, recorded delivery or registered post, 48 hours from the date
of posting;



 


		(d)	if sent by registered airmail, five days from the date of posting; or



 


		(e)	if deemed receipt under the previous paragraphs of this clause 26.3 is not within business hours
(meaning 9.00 am to 5.30 pm Monday to Friday on a Business Day), when business next starts in the place of receipt.



 


		26.4	To prove service by the Seller or the Administrators on the Buyer, it shall be sufficient to prove
the envelope containing the notice was properly addressed and posted.



 


		26.5	A notice under this Agreement shall not be valid if sent by email.



 


		27.	Interest on Late Payment



 


		27.1	If the Buyer fails to make any payment due to the Seller under this Agreement by the due date for
payment, then the Buyer shall pay interest on the overdue amount at the Interest Rate. Such interest shall accrue on a daily basis
from the due date until actual payment of the overdue amount, whether before or after judgment. The Buyer shall pay the interest
together with the overdue amount.



 


		27.2	Notwithstanding clause 27.1, the Seller may in the alternative claim interest at its discretion
under the Late Payment of Commercial Debts (Interest) Act 1998.



 


		28.	Severance



 


		28.1	If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable,
it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not
possible, the relevant provision or part- provision shall be deemed deleted. Any modification to or deletion of a provision or
part- provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.



 


		28.2	If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the
parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to
the greatest extent possible, achieves the intended commercial result of the original provision.



 



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		29.	Contra Proferentem



 


The parties acknowledge and agree
that this Agreement has been drafted with the participation of all of the parties to it, in each case with the benefit of legal
advice, and that the rule of construction known as “contra proferentem” shall not apply.


 


		30.	Agreement Survives Asset Completion



 


		30.1	Subject to clause 30.2, this Agreement (other than obligations that have already been fully performed)
remains in full force after Asset Completion.



 


		30.2	All obligations of the Seller and the Administrators under this Agreement shall automatically determine
six months after Asset Completion.



 


		31.	Third Party Rights



 


		31.1	The Administrators’ representatives may enforce and rely on clause 18 to the same extent as if
they were a party to this Agreement.



 


		31.2	Except as expressly provided in clause 31.1, a person who is not a party to this Agreement shall
not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.



 


		31.3	The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under
this Agreement are not subject to the consent of any other person.



 


		32.	Counterparts



 


		32.1	This Agreement may be executed in any number of counterparts, each of which when executed shall
constitute a duplicate original, but all the counterparts shall together constitute the one agreement.



 


		32.2	Transmission of an executed counterpart of this Agreement (but for the avoidance of doubt not just
a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this
Agreement.



 



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		33.	Governing Law and Jurisdiction



 


This Agreement and any dispute
or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims)
shall be governed by and construed in accordance with the law of England and Wales.


 


		34.	Jurisdiction



 


Each party irrevocably agrees
that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection
with this Agreement or its subject matter or formation (including non-contractual disputes or claims).


 


This Agreement has been entered
into on the date stated at the beginning of it.


 



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Schedule 1 - Values of Assets


 


The values of the Assets are as follows:


 


	ASSET	PRICE APPORTIONMENT
	Goodwill	£1
	Business Intellectual Property	£47,999
	Seller’s Records	£2,000
	TOTAL	£50,000



 



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Schedule 2- The Employees


 


	Job title	Date of commencement of continuous employment	DOB	Salary (£)	Pension	Bonus	Holidays	Other benefits
	
        Race Series Director

         
	1.3.21	12/5/66	150,000	 	 	20	 
	
        Chief Operations Officer

         
	1.3.21	1/9/72	120,000	 	 	20	 
	
        General Counsel

         
	1.3.21	17/4/73	120,000	 	 	20	 
	
        Head of Aero Sport

         
	1.5.21	 	68,000	 	 	20	 



 



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	 	 	/s/ M. P. L.
	Signed by MICHAEL PAUL ROOME for and on behalf of World Championship Air Race Limited (in administration) as its agent and without personal liability	 	Administrator
	 	 	 
	 	 	/s/ M. P. L.
	Signed by MICHAEL PAUL ROOME for himself and for his joint administrator DEAN ANTHONY NELSON without personal liability and solely for the purpose of obtaining the benefit of the provisions of this contract	 	Administrator




 



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	Signed by Martin Ward	 
	 	 	 
	for and on behalf of Air Race Limited	 
	 	 	 
	/s/	Martin Ward	 
	 	Director	 




 



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