DISTRIBUTION AGREEMENT
This Agreement (the "Agreement") is entered into
effective as of the 9th day of November, 2004, by and among
Gavella Corp. ("Gavella") and Xxxxxxx Holdings, Inc.
("Xxxxxxx").
Gavella and Xxxxxxx desire to enter into this
Agreement to provide that upon the closing of Gavella's sale
of 31,500,000 post-reverse shares of its common stock to
Direct Capital Investments, Inc. in accordance with the
terms and provisions of the Subscription Agreement between
said parties dated the date hereof, pursuant to which
transaction, inter alia, Gavella will then own approximately
20% of the outstanding common stock of, the Xxxxxxx Board of
Directors shall be granted a one time option to cause
Gavella to distribute all or a portion of the Xxxxxxx shares
owned by Gavella as a dividend to Gavella's shareholders.
NOW, THEREFORE, in consideration of the mutual
promises and covenants herein, and for good and valuable
consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereby agree as follows:
1. Distribution Option
(a) The Xxxxxxx Board of Directors shall
have a one time option to cause Gavella to distribute to the
Gavella shareholders all or a portion of the Xxxxxxx common
stock owned by Gavella at the time of such notice. Such
distribution shall be in the form of a dividend (or such
other method as determined by the Xxxxxxx Board of
Directors, provided the Gavella Board of Directors agrees to
such other method).
(b) Xxxxxxx agrees to take all actions
required to ensure that the rights given to Xxxxxxx
hereunder are effective and that it enjoys the benefits
thereof, including but not limited to effecting the
requisite filings with the federal, state and self-
regulatory organizations, distribution of the dividend
through its transfer agent to the shareholders, obtaining
the requisite legal opinions from its counsel and all other
matters of similar nature necessary to effectuate the
dividend.
(c) Xxxxxxx agrees to promptly pay Gavella
in advance for all costs associated with the dividend.
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2. Notice of Exercise of Option. Xxxxxxx shall have the
right to exercise the distribution option until midnight
March 31, 2006. Once the distribution option is exercised
Xxxxxxx agrees to diligently pursue the actions necessary to
effectuate the distribution. It is understood between the
parties that the amount of time that will be necessary to
effectuate the distribution after the option notice, will be
dependent upon obtaining approvals from and action by the
various federal, state and self-regulatory agencies, a
period in which may take a number of months.
3. Notices. All notices, requests, consents, and demands
shall be in writing and shall be deemed to have been
sufficiently given if sent, postage prepaid, by registered
or certified mail, return receipt requested, by express
delivery or by personal delivery to Xxxxxxx at 000 X. Xxxx
Xx. Xxxxx Xxxxx, XX 00000 ; and to Gavella at 000 Xxxxxx
Xxxxxx, Xxxxxxxx, XX 00000.
4. Specific Performance. The parties agree that their
rights under this Agreement are unique and cannot be
satisfied by the award of monetary damages. Accordingly, the
parties shall, in addition to any other remedies available
to them at law or in equity, have the right to enforce their
rights hereunder by actions for specific performance to the
extent permitted by law.
5. Entire Agreement: Amendments and Waivers. This Agreement
constitutes the full and entire understanding and agreement
between the parties with regard to the subjects herein. This
Agreement may only be amended if agreed to in writing the
parties.
6. Transferees and Assignment. This Agreement and the rights
and obligations of the parties shall inure to the benefit
of, and be binding upon, the successors and assigns of the
parties.
7. Governing Law. This Agreement shall be governed by and
construed
under the laws of the State of New Jersey without giving
effect to its conflict
of laws provisions.
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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first set forth above.
Gavella Corp. Agreed to and Accepted
Direct Capital Investments, Ltd.
/s/ Xxxxx Xxxxxxx /s/ Micha Vigerhouse
By: Xxxxx Xxxxxxx, President By: Micha Vigerhouse
Xxxxxxx Holdings, Inc.
/s/ Xxxxx Xxxxxxx
By: Xxxxx Xxxxxxx, President
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